Common use of Conversion of Stock Clause in Contracts

Conversion of Stock. At the Effective Time: (i) the shares representing 100% of the issued and outstanding ordinary shares of MailKey ("MAILKEY ORDINARY SHARES") as of the Closing (as that is defined in Section 2.1 hereof) shall, by virtue of the Merger and without any action on the part of the holders of such shares, be converted into and represent the right to receive, and shall be exchangeable for the merger consideration set forth in Section 1.3 hereafter (the "MERGER CONSIDERATIOn"); (ii) the shares representing 100% of the issued and outstanding Preferred A Shares of MailKey ("MAILKEY PREFERRED A SHARES") as of the Closing shall, by virtue of the Merger and without any action on the part of the holders of such shares, be converted into and represent the right to receive, and shall be exchangeable for the Merger Consideration as set forth in Section 1.3 hereafter; (iii) the shares representing 100% of the issued and outstanding Preferred B Shares of MailKey ("MAILKEY PREFERRED B SHARES", and together with MailKey Ordinary Shares and MailKey Preferred A Shares, the "MAILKEY CAPITAL STOCK") as of the Closing shall, by virtue of the Merger and without any action on the part of the holders of such shares, be converted into and represent the right to receive, and shall be exchangeable for the Merger Consideration as set forth in Section 1.3 hereafter; (iv) each issued and outstanding share of common stock, $.001 par value per share, of Sub shall, by virtue of the merger, be converted into and become one (1) validly issued, fully paid and nonassessable ordinary share of the Surviving Corporation. (v) each share of capital stock of MailKey held in treasury as of the Effective Time shall, by virtue of the Merger, be canceled without payment of any consideration therefor and without any conversion thereof; (vi) each share of MailKey Capital Stock outstanding as of the Effective Time, by virtue of the Merger, shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist.

Conversion of Stock. At the Effective Time: (i) the shares representing 100% of the issued and outstanding ordinary shares of MailKey ("MAILKEY ORDINARY SHARES") as of the Closing (as that is defined in Section 2.1 hereof) shall, by virtue of the Merger and without any action on the part of the holders thereof: (a) Each share of ITI Common Stock that shall be issued and outstanding at the Effective Time (other than (i) shares of ITI Common Stock as to which appraisal has been properly demanded in accordance with Section 262 of the DGCL, to the extent applicable, and Section 1.7 below, (ii) shares of ITI Common Stock, if any, that are held by Lil Marc, Newco, or any other wholly owned subsidiary of Lil Marc, and (iii) shares of ITI Common Stock held in the treasury of ITI) shall be converted into the right to receive one (1) (the "Exchange Ratio") share of Lil Marc Common Stock, subject to adjustment as provided in paragraphs (d) and (e) of this Section 1.6 (such sharesshares of Lil Marc Common Stock to be issued hereunder being termed the "Merger Consideration"). (b) Each share of common stock, par value $0.01 per share ("Newco Common Stock"), of Newco that is issued and outstanding immediately prior to the Effective Time shall be converted into and represent the right to receive, one fully paid and shall be exchangeable for the merger consideration set forth in Section 1.3 hereafter (the "MERGER CONSIDERATIOn"); (ii) the shares representing 100% of the issued and outstanding Preferred A Shares of MailKey ("MAILKEY PREFERRED A SHARES") as of the Closing shall, by virtue of the Merger and without any action on the part of the holders of such shares, be converted into and represent the right to receive, and shall be exchangeable for the Merger Consideration as set forth in Section 1.3 hereafter; (iii) the shares representing 100% of the issued and outstanding Preferred B Shares of MailKey ("MAILKEY PREFERRED B SHARES", and together with MailKey Ordinary Shares and MailKey Preferred A Shares, the "MAILKEY CAPITAL STOCK") as of the Closing shall, by virtue of the Merger and without any action on the part of the holders of such shares, be converted into and represent the right to receive, and shall be exchangeable for the Merger Consideration as set forth in Section 1.3 hereafter; (iv) each issued and outstanding non-assessable share of common stock, $.001 par value per share, of Sub shall, by virtue of the merger, be converted into and become one (1) validly issued, fully paid and nonassessable ordinary share stock of the Surviving Corporation. (vc) each Each share of capital stock ITI Common Stock owned by Lil Marc, Newco or any other wholly owned subsidiary of MailKey Lil Marc or held in the treasury as of the Effective Time shall, by virtue of the Merger, ITI shall be canceled without payment of any consideration therefor and without any conversion thereof; (vi) each share of MailKey Capital Stock outstanding as of cease to exist at the Effective Time, and no consideration shall be paid with respect thereto. (d) No fractional shares of Lil Marc Common Stock shall be issued. (e) If, between the date of this Agreement and the Effective Time, the outstanding shares of ITI Common Stock or Lil Marc Common Stock are changed (other than with respect to the Reverse Stock Split) into a different number or class or series of shares by virtue reason of any stock split, stock dividend, reverse stock split, reclassification, recapitalization exchange, extraordinary distribution, redemption or other similar transaction, then, if the effect of the Mergersame is not already accommodated in the calculation of the Exchange Ratio, the Exchange Ratio shall no longer be outstanding appropriately and shall automatically be canceled and retired and shall cease correspondingly adjusted downward or upward (as the case may be) to existthe extent the record date for any such event is prior to the Effective Time.

Conversion of Stock. At the Effective Time: (i) the shares representing 100% of the issued and outstanding ordinary shares of MailKey ("MAILKEY ORDINARY SHARES") as of the Closing (as that is defined in Section 2.1 hereof) shall, by virtue of the Merger and without any action on the part of the holders thereof: (a) the number of such sharesshares of Common Stock of NXNV, $0.001 par value per share (the “NXNV Common Stock”), authorized immediately prior to the Effective Time shall continue to represent the same number of authorized shares of the Surviving Corporation Common Stock; the number of shares of Preferred Stock of NXNV, $0.001 par value per share (the “NXNV Preferred Stock”) authorized prior to the Effective Time shall continue to represent the same number of authorized shares of the Surviving Corporation Preferred Stock; and (b) the total number of shares of the NXDE Preferred Shares issued and outstanding prior to the Effective Time, shall be converted into and represent the right to receive, and shall be exchangeable for the merger consideration set forth in Section 1.3 hereafter (the "MERGER CONSIDERATIOn"); (ii) the shares representing 100% of the issued and outstanding Preferred A Shares of MailKey ("MAILKEY PREFERRED A SHARES") as of the Closing shall, by virtue of the Merger and without any action on the part of the holders of such shares, be converted into and represent the right to receive, and shall be exchangeable for the Merger Consideration as set forth in Section 1.3 hereafter; (iii) the shares representing 100% of the issued and outstanding Preferred B Shares of MailKey ("MAILKEY PREFERRED B SHARES", and together with MailKey Ordinary Shares and MailKey Preferred A Shares, the "MAILKEY CAPITAL STOCK") as of the Closing shall, by virtue of the Merger and without any action on the part of the holders of such shares, be converted into and represent the right to receive, and shall be exchangeable for the Merger Consideration as set forth in Section 1.3 hereafter; (iv) each issued and outstanding share of common stock, $.001 par value per share, of Sub shall, by virtue of the merger, be converted into and become one (1) validly issued, receive 1,659.943 fully paid and nonassessable ordinary share non-assessable NXNV Common Stock (the “Preferred Conversion Consideration”). No such shares of NXDE Preferred Shares shall be converted to Preferred Stock of the Surviving Corporation. (v) each share . The total number of capital stock of MailKey held shares received in treasury as of the Effective Time shall, by virtue of the Merger, be canceled without payment of any consideration therefor and without any conversion thereof; (vi) each share of MailKey Capital Stock outstanding as of the Effective Time, by virtue of the Merger, shall be allocated to each NXDE Shareholder pursuant to the list of current NXDE shareholders. The list of those NXDE shareholders, along with the number of shares of NXNV Common Stock, which each NXDE Shareholder will receive, is attached hereto as Exhibit B. Each share of NXDE’s Common Shares issued and outstanding immediately prior to the Effective Time will be cancelled and extinguished without conversion. (c) all such NXDE Preferred Shares, when so converted, will no longer be outstanding and shall will automatically be canceled and retired and shall will cease to exist, and the holder of a certificate (“NXDE Preferred Stock Certificate”) that, immediately prior to the Effective Time, represented outstanding NXDE Preferred Shares will cease to have any rights with respect thereto, except the right to receive, upon the surrender of such NXDE Preferred Stock Certificate: (i) the Preferred Conversion Consideration, and (ii) cash in lieu of fractional shares under Section ‎2.2 (collectively, the “Merger Consideration”).

Conversion of Stock. At the Effective Time: (i) the shares representing 100% of the issued and outstanding ordinary shares of MailKey ("MAILKEY ORDINARY SHARES") as of the Closing (as that is defined in Section 2.1 hereof) shall, by virtue of the Merger and without any action on the part of Parent, Merger Sub, Company or the holders holder of such shares, be converted into and represent any of the right to receive, and shall be exchangeable for the merger consideration set forth in Section 1.3 hereafter (the "MERGER CONSIDERATIOn");following securities: (iia) At the shares representing 100% of the issued and outstanding Preferred A Shares of MailKey ("MAILKEY PREFERRED A SHARES") as of the Closing shallEffective Time, by virtue of the Merger and without any action on the part of the holders of such shares, be converted into and represent the right to receive, and shall be exchangeable for the Merger Consideration as set forth in Section 1.3 hereafter; (iii) the shares representing 100% of the issued and outstanding Preferred B Shares of MailKey ("MAILKEY PREFERRED B SHARES", and together with MailKey Ordinary Shares and MailKey Preferred A Shares, the "MAILKEY CAPITAL STOCK") as of the Closing shall, by virtue of the Merger and without any action on the part of the holders of such shares, be converted into and represent the right to receive, and shall be exchangeable for the Merger Consideration as set forth in Section 1.3 hereafter; (iv) each issued and outstanding share of common stock, $.001 par value $1.00 per share, of Merger Sub shall, by virtue of issued and outstanding immediately prior to the merger, Effective Time shall be converted into and become one (1) validly issued, fully paid and nonassessable ordinary share of common stock, par value $1.00, of the Surviving Corporation. From and after the Effective Time, all certificates representing the common stock of Merger Sub shall be deemed for all purposes to represent the number of shares of common stock of the Surviving Corporation into which they were converted in accordance with the immediately preceding sentence. (b) All shares of common stock, par value $1.00 per share, of Company issued and outstanding immediately prior to the Effective Time (the “Company Common Stock”) that are owned by Company or Parent (other than shares of Company Common Stock held in trust accounts, managed accounts, mutual funds and the like, or otherwise held in a fiduciary or agency capacity, that are beneficially owned by third parties (any such shares, “Trust Account Common Shares”) and other than shares of Company Common Stock held, directly or indirectly, by Company or Parent in respect of a debt previously contracted (any such shares, “DPC Common Shares”)) shall be cancelled and shall cease to exist and no stock of Parent or other consideration shall be delivered in exchange therefor. Shares of Company Common Stock held by any wholly-owned subsidiary of Company or Parent (other than Trust Account Common Shares and DPC Common Shares), shall be appropriately adjusted into shares of common stock of the Surviving Corporation. (vc) Subject to Section 1.4(e), each share of capital stock the Company Common Stock, except for shares of MailKey held Company Common Stock owned by Company or Parent (other than Trust Account Common Shares and DPC Common Shares), shall be converted, in treasury as accordance with the procedures set forth in Article II, into the right to receive 0.05473 (the “Exchange Ratio”) of a share of common stock, par value $1.00 per share, of Parent (“Parent Common Stock”) (the “Merger Consideration”). (d) All of the Effective Time shall, by virtue shares of Company Common Stock converted into the Merger, be canceled without payment of any consideration therefor and without any conversion thereof; (vi) each share of MailKey Capital Stock outstanding as of right to receive the Effective Time, by virtue of the Merger, Merger Consideration pursuant to this Article I shall no longer be outstanding and shall automatically be canceled and retired cancelled and shall cease to existexist as of the Effective Time, and each certificate previously representing any such shares of Company Common Stock (each, a “Certificate”) shall thereafter represent only the right to receive the Merger Consideration and/or cash in lieu of fractional shares into which the shares of Company Common Stock represented by such Certificate have been converted pursuant to this Section 1.4 and Section 2.3(f), as well as any dividends to which holders of Company Common Stock become entitled in accordance with Section 2.3(c). (e) If, between the date of this Agreement and the Effective Time, the outstanding shares of Parent Common Stock shall have been increased, decreased, changed into or exchanged for a different number or kind of shares or securities as a result of a reorganization, recapitalization, reclassification, stock dividend, stock split, reverse stock split, or other similar change in capitalization, an appropriate and proportionate adjustment shall be made to the Merger Consideration.

Conversion of Stock. At the Effective Time: (i) , by virtue of the Merger and without any action on the part of any party, each share of Merger Sub’s common stock issued and outstanding immediately prior to the Effective Time will be converted into and exchanged for one validly issued, fully paid, and nonassessable share of the Surviving Corporation’s common stock. Each stock certificate of Merger Sub evidencing ownership of any such shares representing 100% will from and after the Effective Time evidence ownership of shares of the Surviving Corporation’s common stock, so that, after the Effective Time, Parent shall be the holder of all of the issued and outstanding ordinary shares of MailKey the Surviving Corporation’s common stock. Each share of Target Common Stock issued and outstanding immediately prior to the Effective Time ("MAILKEY ORDINARY SHARES"other than any shares of Target Common Stock that are held in the treasury of Target or held by Parent or any of its Subsidiaries, all of which shall cease to be outstanding and be canceled and none of which shall receive any payment with respect thereto) as of the Closing (as that is defined and all rights in Section 2.1 hereof) respect thereof shall, by virtue of the Merger and without any action on the part of the holders of such sharesholder thereof, forthwith cease to exist and be converted into and represent the right to receivereceive an amount, in cash and shall be exchangeable for shares of Parent Preferred Stock, equal to (x) $701,500,000, minus Actual Net Debt, plus or minus, as the merger consideration set forth in Section 1.3 hereafter case may be, the Actual Closing Working Capital Adjustment, plus or minus as the case may be, the Actual Closing CapEx Adjustment, minus the amount of Actual Closing Transaction Expenses (collectively, the "MERGER CONSIDERATIOn"); “Merger Consideration”) divided by (iiy) the number of shares representing 100% of the Target Common Stock issued and outstanding Preferred A Shares of MailKey ("MAILKEY PREFERRED A SHARES") as of the Closing shall, by virtue of the Merger and without any action on the part of the holders of such shares, be converted into and represent the right immediately prior to receive, and shall be exchangeable for the Merger Consideration as set forth in Section 1.3 hereafter; (iii) the shares representing 100% of the issued and outstanding Preferred B Shares of MailKey ("MAILKEY PREFERRED B SHARES", and together with MailKey Ordinary Shares and MailKey Preferred A Shares, the "MAILKEY CAPITAL STOCK") as of the Closing shall, by virtue of the Merger and without any action on the part of the holders of such shares, be converted into and represent the right to receive, and shall be exchangeable for the Merger Consideration as set forth in Section 1.3 hereafter; (iv) each issued and outstanding share of common stock, $.001 par value per share, of Sub shall, by virtue of the merger, be converted into and become one (1) validly issued, fully paid and nonassessable ordinary share of the Surviving Corporation. (v) each share of capital stock of MailKey held in treasury as of the Effective Time shall(other than any shares of Target Common Stock which are held in the treasury of Target or held by Parent or any of its Subsidiaries, by virtue all of the Merger, be canceled without payment of any consideration therefor and without any conversion thereof; (vi) each share of MailKey Capital Stock outstanding as of the Effective Time, by virtue of the Merger, which shall no longer cease to be outstanding and shall automatically be canceled and retired and none of which shall cease to existreceive any payment with respect thereto).

Conversion of Stock. At Pursuant to the Effective Time: (i) the shares representing 100% of the issued and outstanding ordinary shares of MailKey ("MAILKEY ORDINARY SHARES") as of the Closing (as that is defined in Section 2.1 hereof) shallMerger, by virtue of the Merger and without any action on the part of the holders of such shares, any outstanding shares of capital stock or other securities of Stel or Merger Sub: (a) As of the Effective Time each share of Stel Common Stock issued and outstanding immediately prior to the Effective Time (other than shares of Stel Common Stock to be canceled pursuant to Section 2.1(c) or as provided in Section 2.5 with respect to shares of Stel Common Stock as to which appraisal rights have been exercised under Delaware Law) shall be automatically converted into and represent the right to receive, and shall be exchangeable for the merger consideration set forth receive in Section 1.3 hereafter cash without interest an amount equal to U.S. $34.22 (the "MERGER CONSIDERATIOnCash Consideration");. (iib) the shares representing 100% As of the Effective Time, each holder of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Stel Common Stock shall cease to have any rights with respect thereto, except the right to receive a cash payment equal to the number of shares represented by such Stel Certificate multiplied by the Cash Consideration. (c) As of the Effective Time, each share of Stel Common Stock held of record immediately prior to the Effective Time by Stel, Merger Sub, Newbridge or any wholly-owned subsidiary of Stel or of Newbridge shall be canceled and extinguished without any conversion thereof. (d) As of the Effective Time, each share of Common Stock, $0.01 par value, of Merger Sub (the "Merger Sub Common Stock") issued and outstanding Preferred A Shares of MailKey ("MAILKEY PREFERRED A SHARES") as of immediately prior to the Closing shallEffective Time shall be canceled, by virtue of the Merger extinguished and without any action on the part of the holders of such shares, be automatically converted into and represent the right to receive, and shall be exchangeable for the Merger Consideration as set forth in Section 1.3 hereafter; (iii) the shares representing 100% of the issued and outstanding Preferred B Shares of MailKey ("MAILKEY PREFERRED B SHARES", and together with MailKey Ordinary Shares and MailKey Preferred A Shares, the "MAILKEY CAPITAL STOCK") as of the Closing shall, by virtue of the Merger and without any action on the part of the holders of such shares, be converted into and represent the right to receive, and shall be exchangeable for the Merger Consideration as set forth in Section 1.3 hereafter; (iv) each issued and outstanding share of common stock, $.001 par value per share, of Sub shall, by virtue of the merger, be converted into and become one (1) validly issued, fully paid and nonassessable ordinary share of Common Stock, $0.01 par value, of the Surviving Corporation. Each certificate evidencing ownership of a number of shares of Merger Sub Common Stock shall be deemed to evidence ownership of the same number of shares of Common Stock, $0.01 par value, of the Surviving Corporation. (ve) each share For purposes of capital stock this Agreement, the term "Subsidiary", when used with respect to any Person, means any corporation or other organization, whether incorporated or unincorporated, of MailKey held in treasury as which (A) at least a majority of the Effective Time shallsecurities 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 (through ownership of securities, by virtue contract or otherwise) or (B) such Person or any Subsidiary of the Merger, be canceled without payment such Person is a general partner of any consideration therefor and without general partnership or a manager of any conversion thereof; (vi) each share limited liability company. For the purposes of MailKey Capital Stock outstanding as this Agreement, the term "Person" means any individual, group, organization, corporation, partnership, joint venture, limited liability company, trust or entity of the Effective Time, by virtue of the Merger, shall no longer be outstanding and shall automatically be canceled and retired and shall cease to existany kind.

Conversion of Stock. At the Effective Time: (i) the shares representing 100% of the issued and outstanding ordinary shares of MailKey ("MAILKEY ORDINARY SHARES") as of the Closing (as that is defined in Section 2.1 hereof) shall, by virtue of the Merger and without any action on the part of SIC, MCC or the holders holder of such shares, be converted into and represent any of the right to receive, and shall be exchangeable for the merger consideration set forth in Section 1.3 hereafter (the "MERGER CONSIDERATIOn");following securities: (ii) the shares representing 100% of the issued and outstanding Preferred A Shares of MailKey ("MAILKEY PREFERRED A SHARES") as of the Closing shall, by virtue of the Merger and without any action on the part of the holders of such shares, be converted into and represent the right to receive, and shall be exchangeable for the Merger Consideration as set forth in Section 1.3 hereafter; (iii) the shares representing 100% of the issued and outstanding Preferred B Shares of MailKey ("MAILKEY PREFERRED B SHARES", and together with MailKey Ordinary Shares and MailKey Preferred A Shares, the "MAILKEY CAPITAL STOCK") as of the Closing shall, by virtue of the Merger and without any action on the part of the holders of such shares, be converted into and represent the right to receive, and shall be exchangeable for the Merger Consideration as set forth in Section 1.3 hereafter; (iv) each issued and outstanding share of common stock, $.001 par value per share, of Sub shall, by virtue of the merger, be converted into and become one (1) validly issued, fully paid and nonassessable ordinary share of the Surviving Corporation. (va) each share of capital stock of MailKey SIC Common Stock issued and outstanding immediately prior to the Effective Time shall remain issued and outstanding and shall not be affected by the Merger; (b) each Excluded MCC Share issued and outstanding or held in treasury as of by MCC shall be cancelled and shall cease to exist and no Merger Consideration or other amounts or consideration shall be delivered in exchange therefor; (c) subject to Section 2.4(e), at the Effective Time shalland subject to deduction for any required withholding Tax, by virtue each share of MCC Common Stock other than the MergerExcluded MCC Shares shall be converted into the right to receive 0.805 shares of SIC Common Stock (the “Exchange Ratio”). The aggregate shares of SIC Common Stock to be issued in accordance with Section 2.4(c) (the “Merger Shares”), together with any cash to be canceled without payment paid in lieu of any consideration therefor and without any conversion thereoffractional shares in accordance with Section 3.4(g), shall be referred to collectively as the “Merger Consideration”; (vid) each share any shares of MailKey Capital MCC Common Stock outstanding as of converted into the Effective Timeright to receive the Merger Consideration pursuant to this Article II shall, by virtue of the Mergerupon such conversion, shall no longer be outstanding and shall automatically be canceled and retired cancelled and shall cease to existexist as of the Effective Time, and each certificate previously representing any such shares of MCC Common Stock (each, a “Certificate”) shall thereafter represent only the right to receive the Merger Consideration into which the shares of MCC Common Stock represented by such Certificate have been converted pursuant to this Section 2.4 and Section 3.4(g), as well as any dividends to which former holders of shares of MCC Common Stock become entitled in accordance with Article III; and (e) if, between the date of this Agreement and the Effective Time, the outstanding shares of SIC Common Stock shall have been increased, decreased, changed into or exchanged for a different number or kind of shares or securities as a result of a reclassification, stock dividend, stock split, reverse stock split, or other similar change and specifically excluding sales of SIC Common Stock, sales of SIC equity-linked securities, and issuance of SIC Common Stock pursuant to SIC’s dividend reinvestment plan or otherwise in lieu of a portion of any cash dividend declared by SIC, an appropriate and proportionate adjustment shall be made to the Exchange Ratio.

Conversion of Stock. At the Effective Time: (i) the shares representing 100% of the issued and outstanding ordinary shares of MailKey ("MAILKEY ORDINARY SHARES") as of the Closing (as that is defined in Section 2.1 hereof) shall, by virtue of the Merger and without any action on the part of the holders Company, Parent, Merger Sub or the holder of any of the following securities: (a) Subject to Section 2.2, each Common Share of the Company ("Company Common Share") issued and outstanding immediately prior to the Effective Time, except for (i) Company Common Shares owned, directly or indirectly, by the Company, Parent or Merger Sub or any of their respective wholly owned Subsidiaries (other than (A) Company Common Shares held, directly or indirectly, in trust accounts, managed accounts and the like, or otherwise held in a fiduciary capacity, that are beneficially owned by third parties (any such sharesCompany Common Shares, whether held directly or indirectly by the Company, Parent or Merger Sub or any of their respective Subsidiaries, being referred to as "Trust Account Shares") and (B) Company Common Shares held by the Company, Parent or Merger Sub or any of their respective Subsidiaries in respect of a debt previously contracted (any such Company Common Shares that are similarly held, whether held directly or indirectly by the Company, Parent or Merger Sub or any of their respective Subsidiaries, being herein referred to as "DPC Shares")) and (ii) Dissenting Shares, shall be converted into and represent the right to receive, and shall be exchangeable for the merger consideration set forth in Section 1.3 hereafter 0.46 of a share (the "MERGER CONSIDERATIOn"); (ii) the shares representing 100% of the issued and outstanding Preferred A Shares of MailKey ("MAILKEY PREFERRED A SHARESExchange Ratio") as of the Closing shallCommon Stock, by virtue of the Merger and without any action on the part of the holders of such shares, be converted into and represent the right to receive, and shall be exchangeable for the Merger Consideration as set forth in Section 1.3 hereafter; (iii) the shares representing 100% of the issued and outstanding Preferred B Shares of MailKey ("MAILKEY PREFERRED B SHARES", and together with MailKey Ordinary Shares and MailKey Preferred A Shares, the "MAILKEY CAPITAL STOCK") as of the Closing shall, by virtue of the Merger and without any action on the part of the holders of such shares, be converted into and represent the right to receive, and shall be exchangeable for the Merger Consideration as set forth in Section 1.3 hereafter; (iv) each issued and outstanding share of common stock, $.001 par value $5.00 per share, of Sub shall, by virtue of the merger, be converted into and become one Parent (1) validly issued, fully paid and nonassessable ordinary share of the Surviving Corporation"Parent Common Stock"). (vb) each All Company Common Shares that are owned, directly or indirectly, by the Company, Parent or Merger Sub or any of their respective wholly owned Subsidiaries (other than Trust Account Shares and DPC Shares) shall be canceled and shall cease to exist and no consideration shall be delivered in exchange therefor. (c) Each share of capital stock Common Stock, par value $0.01 per share, of MailKey held in treasury as of the Effective Time shall, by virtue of the Merger, be canceled without payment of any consideration therefor Merger Sub ("Merger Sub Common Stock") issued and without any conversion thereof; (vi) each share of MailKey Capital Stock outstanding as of immediately prior to the Effective Time, shall remain issued and outstanding and unaffected by virtue of the Merger. If, prior to the Effective Time, the outstanding Company Common Shares or outstanding shares of Parent Common Stock shall no longer have been increased, decreased, changed into or exchanged for a different number or kind of shares or securities as a result of a reorganization, recapitalization, reclassification, stock dividend, stock split, reverse stock split, or other similar change in capitalization, an appropriate and proportionate adjustment shall be outstanding and shall automatically be canceled and retired and shall cease made to existthe Exchange Ratio.

Conversion of Stock. At (a) As of the Effective Time: (i) the shares representing 100% of the issued and outstanding ordinary shares of MailKey ("MAILKEY ORDINARY SHARES") as of the Closing (as that is defined in Section 2.1 hereof) shall, by virtue of the First Step Merger and without any action on the part of the holders of such shares, be converted into and represent the right to receive, and shall be exchangeable for the merger consideration set forth in Section 1.3 hereafter (the "MERGER CONSIDERATIOn");Company or Parent: (iii) the shares representing 100% each share of the capital stock of Merger Sub A issued and outstanding Preferred A Shares of MailKey ("MAILKEY PREFERRED A SHARES") as of immediately prior to the Closing Effective Time shall, by virtue of the First Step Merger and without any action on the part of the holders of such sharesholder thereof, be converted into and represent one (1) share of common stock, par value $.001 per share, of the right to receiveIntermediate Surviving Entity following the First Step Merger, and such share of common stock shall constitute the only outstanding equity securities of the Intermediate Surviving Entity at such time; (ii) each share of common stock of the Company (“Company Common Stock”) that is held in treasury by the Company or owned by the Company or any wholly-owned Subsidiary of the Company shall automatically be canceled and retired and shall cease to exist, and no cash or other consideration shall be exchangeable for delivered or deliverable in exchange therefor (the Merger Consideration as set forth in Section 1.3 hereafter;“Excluded Shares”); and (iii) the shares representing 100% each share of the Company Common Stock issued and outstanding Preferred B Shares of MailKey immediately prior to the Effective Time, other than ("MAILKEY PREFERRED B SHARES", and together with MailKey Ordinary A) the Excluded Shares and MailKey Preferred A Shares, the "MAILKEY CAPITAL STOCK"(B) as of the Closing shallDissenting Shares will, by virtue of the First Step Merger and without any action on the part of the holders of such sharesholder thereof, be converted into and represent the right to receive, at the election of the holder thereof as provided in and shall be exchangeable for subject to the Merger Consideration as set forth provisions of Section 2.3 and, in the case of Company Restricted Shares, Section 1.3 hereafter; 1.7(b), (ivA) each issued and outstanding share a number of shares of common stockstock of Parent, $.001 par value $0.00001 per shareshare (“Parent Common Stock”), of Sub shallequal to the Per Share Stock Consideration or (B) a cash payment, by virtue of without interest, equal to the merger, be converted into and become one (1) validly issued, fully paid and nonassessable ordinary share of the Surviving Corporation. (v) each share of capital stock of MailKey held in treasury as of the Effective Time shall, by virtue of the Merger, be canceled without payment of any consideration therefor and without any conversion thereof; (vi) each share of MailKey Capital Stock outstanding as Per Share Cash Consideration. As of the Effective Time, by virtue all such shares of the Merger, Company Common Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and the Company stockholders shall cease to have any rights with respect thereto except the right to receive Merger Consideration pursuant to Section 2.2, or in the case of Company Restricted Shares, the right to receive shares of Parent Common Stock pursuant to Section 1.7(b). (b) As of the Second Merger Effective Time, by virtue of the Second Step Merger and without any action on the part of the Company or Parent: (i) each unit of membership interest of Merger Sub B issued and outstanding immediately prior to the Second Merger Effective Time shall, by virtue of the Second Step Merger and without any action on the part of the holder thereof, be converted into one (1) unit of membership interest of the Final Surviving Entity following the Second Step Merger, and such units of membership interest shall constitute the only outstanding equity securities of the Final Surviving Entity at such time; and (ii) each share of capital stock of the Intermediate Surviving Entity then outstanding shall automatically be canceled and retired and shall cease to exist, and no cash or other consideration shall be delivered or deliverable in exchange therefor. (c) The Mergers shall have no effect on the outstanding capital stock of Parent.

Conversion of Stock. At (a) On the Effective Time: Date, (i) the shares representing 100% each share of the Mid-Tier Common Stock issued and outstanding ordinary shares of MailKey ("MAILKEY ORDINARY SHARES") as of immediately prior to the Closing (as that is defined in Section 2.1 hereof) Effective Date shall, by virtue of the Association Merger and without any action on the part of the holders of such sharesholder thereof, be converted into and represent the right to receivereceive Holding Company Common Stock based on the Exchange Ratio, and shall be exchangeable for as defined in the merger consideration set forth Plan of Conversion, plus the right to receive cash in lieu of any fractional share interest, as determined in accordance with Section 1.3 hereafter (the "MERGER CONSIDERATIOn"); 3(c) hereof, (ii) the shares representing 100% each share of the common stock, par value $1.00 per share, of Interim ("Interim Common Stock") issued and outstanding Preferred A Shares of MailKey ("MAILKEY PREFERRED A SHARES") as of immediately prior to the Closing Effective Date shall, by virtue of the Association Merger and without any action on the part of the holders of such sharesholder thereof, be converted into and represent the right to receiveone share of Association Common Stock, and shall be exchangeable for the Merger Consideration as set forth in Section 1.3 hereafter; (iii) the shares representing 100% each share of the Holding Company Common Stock issued and outstanding Preferred B Shares of MailKey ("MAILKEY PREFERRED B SHARES", and together with MailKey Ordinary Shares and MailKey Preferred A Shares, immediately prior to the "MAILKEY CAPITAL STOCK") as of the Closing Effective Date shall, by virtue of the Association Merger and without any action on the part of the holders of such sharesholder thereof, be converted into cancelled. By voting in favor of this Plan of Merger, the Holding Company, as the sole shareholder of Interim, shall have agreed (i) to issue shares of Holding Company Common Stock in accordance with the terms hereof and represent the right (ii) to receive, and shall be exchangeable for the Merger Consideration as set forth in Section 1.3 hereafter; (iv) each cancel all previously issued and outstanding share shares of common stock, $.001 par value per share, of Sub shall, by virtue Holding Company Common Stock upon the effectiveness of the merger, be converted into and become one (1) validly issued, fully paid and nonassessable ordinary share of the Surviving CorporationAssociation Merger. (vb) On and after the Effective Date, there shall be no registrations of transfers on the stock transfer books of Interim, the Mid-Tier Holding Company or the Association of shares of Interim Common Stock, Mid-Tier Holding Company Common Stock or Association Common Stock which were outstanding immediately prior to the Effective Date. (c) Notwithstanding any other provision hereof, no fractional shares of Holding Company Common Stock shall be issued to holders of Mid-Tier Holding Company Common Stock. In lieu thereof, each holder of shares of Mid-Tier Holding Company Common Stock entitled to a fraction of a share of capital stock Holding Company Common Stock shall, at the time of MailKey held in treasury as surrender of the Effective Time shallcertificate or certificates representing such holder's shares, receive an amount of cash equal to the product arrived at by virtue multiplying such fraction of a share of Holding Company Common Stock by the MergerActual Purchase Price, as defined in the Plan of Conversion. No such holder shall be canceled without payment entitled to dividends, voting rights or any other rights in respect of any consideration therefor and without any conversion thereof; (vi) each share of MailKey Capital Stock outstanding as of the Effective Time, by virtue of the Merger, shall no longer be outstanding and shall automatically be canceled and retired and shall cease to existfractional share.

Conversion of Stock. At the Effective Time: (i) the shares representing 100% of the issued and outstanding ordinary shares of MailKey ("MAILKEY ORDINARY SHARES") as of the Closing (as that is defined in Section 2.1 hereof) shall, by virtue of the Merger and without any action on the part of SIC, Merger Sub, MDLY or the holders holder of such sharesany of the following securities: (a) each share of Merger Sub Common Stock issued and outstanding immediately prior to the Effective Time shall remain issued and outstanding and shall not be affected by the Merger; (b) each Excluded MDLY Share issued and outstanding or held in treasury by MDLY, in each case, immediately prior to the Effective Time shall be cancelled and shall cease to exist and no Merger Consideration or other amounts or consideration shall be delivered in exchange therefor; (c) subject to Sections 2.4(f) and 3.4(g), at the Effective Time and subject to deduction for any required withholding Tax, each share of Class A Common Stock issued and outstanding immediately prior to the Effective Time (other than the Excluded MDLY Shares and any Dissenting Shares) shall be converted into and represent the right to receive, receive the following number of shares of SIC Common Stock and shall be exchangeable for the merger consideration set forth in Section 1.3 hereafter amount of cash: (the "MERGER CONSIDERATIOn");i) 0.3836 shares of SIC Common Stock; plus (ii) the shares representing 100% of the issued and outstanding Preferred A Shares of MailKey ("MAILKEY PREFERRED A SHARES") as of the Closing shall, by virtue of the Merger and without any action on the part of the holders of such shares, be converted into and represent the right cash in an amount equal to receive, and shall be exchangeable for the Merger Consideration as set forth in Section 1.3 hereafter;$3.44 per share; plus (iii) the shares representing 100% with respect to each such share of the Class A Common Stock issued and outstanding Preferred B Shares of MailKey ("MAILKEY PREFERRED B SHARES", and together with MailKey Ordinary Shares and MailKey Preferred A Shares, the "MAILKEY CAPITAL STOCK") as of the Closing shall, by virtue of the Merger and without any action on the part of the holders of such shares, be converted into and represent the right to receive, and shall be exchangeable record date for the Merger Consideration as set forth First Special Dividend and which remains outstanding immediately prior to the Effective Time, cash in Section 1.3 hereafteran amount equal to the First Special Dividend Shortfall, if any; (iv) with respect to each such share of Class A Common Stock issued and outstanding share of common stockon the record date for the Second Special Dividend and which remains outstanding immediately prior to Effective Time, $.001 par value per sharecash in an amount equal to the Second Special Dividend Shortfall, of Sub shall, by virtue of the merger, be converted into and become one (1) validly issued, fully paid and nonassessable ordinary share of the Surviving Corporation.if any; (v) with respect to each such share of capital stock of MailKey held Class A Common Stock issued in treasury as of exchange for Units (including Medley Restricted Units) in accordance with this Agreement and issued and outstanding immediately prior to the Effective Time shallTime, by virtue of cash in an amount equal to the MergerFirst Special Dividend Shortfall, be canceled without payment of any consideration therefor and without any conversion thereof;if any; and (vi) with respect to each such share of MailKey Capital Class A Common Stock issued upon the settlement of a MDLY RSU in accordance with this Agreement and issued and outstanding as of immediately prior to the Effective Time, by virtue cash in an amount equal to the First Special Dividend Shortfall, if any. The aggregate shares of SIC Common Stock to be issued in accordance with Section 2.4(c)(i) (the Merger“Merger Shares”), together with the aggregate cash consideration payable in accordance with Section 2.4(c)(ii) (the “Cash Consideration”), the First Special Dividend Shortfall (if any), the Second Special Dividend Shortfall (if any) and any cash to be paid in lieu of fractional shares in accordance with Section 3.4(g), shall be referred to collectively as the “Merger Consideration”; (d) each share of Class B Common Stock (other than any Dissenting Shares) issued and outstanding immediately prior to the Effective Time shall be cancelled and shall cease to exist and no Merger Consideration or other amounts or consideration shall be delivered in exchange therefor; (e) any shares of Class A Common Stock converted into the right to receive the Merger Consideration pursuant to this Article II shall, upon such conversion, no longer be outstanding and shall automatically be canceled and retired cancelled and shall cease to existexist as of the Effective Time, and each certificate previously representing any such shares of Class A Common Stock (each, a “Certificate”) shall thereafter represent only the right to receive the Merger Consideration into which the shares of Class A Common Stock represented by such Certificate have been converted pursuant to this Section 2.4 and Section 3.4(g), as well as any dividends to which former holders of shares of Class A Common Stock become entitled in accordance with Article III; and (f) if, between the date of this Agreement and the Effective Time, the outstanding shares of SIC Common Stock shall have been increased, decreased, changed into or exchanged for a different number or kind of shares or securities as a result of a reclassification, stock dividend, stock split, reverse stock split, or other similar change and specifically excluding sales of SIC Common Stock, sales of SIC equity-linked securities, and issuance of SIC Common Stock pursuant to SIC’s dividend reinvestment plan or otherwise in lieu of a portion of any cash dividend declared by SIC, an appropriate and proportionate adjustment shall be made to the number of shares of SIC Common Stock to be issued in the Merger.

Conversion of Stock. At the Effective Time: (i) the shares representing 100% of the issued and outstanding ordinary shares of MailKey ("MAILKEY ORDINARY SHARES") as of the Closing (as that is defined in Section 2.1 hereof) shall, by virtue of the Merger and without any further action on the part of the holders of such sharesAcquiror, be converted into and represent the right to receive, and shall be exchangeable for the merger consideration set forth in Section 1.3 hereafter (the "MERGER CONSIDERATIOn"); (ii) the shares representing 100% of the issued and outstanding Preferred A Shares of MailKey ("MAILKEY PREFERRED A SHARES") as of the Closing shall, by virtue of the Merger and without any action on the part of the holders of such shares, be converted into and represent the right to receive, and shall be exchangeable for the Merger Consideration as set forth in Section 1.3 hereafter; (iii) the shares representing 100% of the issued and outstanding Preferred B Shares of MailKey ("MAILKEY PREFERRED B SHARES", and together with MailKey Ordinary Shares and MailKey Preferred A SharesSub, the "MAILKEY CAPITAL STOCK") as Company or any holder of the Closing shall, by virtue of the Merger and without any action on the part of the holders of such shares, be converted into and represent the right to receive, and shall be exchangeable for the Merger Consideration as set forth in Section 1.3 hereafter; (iv) each issued and outstanding share of common stock, $.001 par value per share, of Sub shall, by virtue of the merger, be converted into and become one (1) validly issued, fully paid and nonassessable ordinary share of the Surviving Corporation. (v) each share Shares or any shares of capital stock of MailKey held in treasury as of Sub: (a) Each Share issued and outstanding immediately prior to the Effective Time shall(other than any Shares described in Sections 2.7(b) and 2.7(c) and any Dissenting Shares) shall be converted into the right to receive the applicable Per Share Merger Consideration, by virtue without interest, less the applicable pro rata portion of the Merger, be canceled without payment aggregate of any consideration therefor payments actually made to the Acquiror from the Indemnity Escrow Fund in accordance with the terms of this Agreement and without any conversion thereofthe Indemnity Escrow Agreement; (vib) each share of MailKey Capital Stock outstanding as of Each Share (including Rollover Securities) that is owned by the Acquiror or Sub immediately prior to the Effective Time, by virtue of the Merger, shall no longer be outstanding and Time shall automatically be canceled cancelled and retired and shall cease to exist, and no cash or other consideration shall be delivered or deliverable in exchange therefor; (c) Each Share that is held in the treasury of the Company or owned by the Company or any of its wholly owned Subsidiaries immediately prior to the Effective Time shall automatically be cancelled and retired and shall cease to exist, and no cash or other consideration shall be delivered or deliverable in exchange therefor; (d) Each share of common stock, par value $0.01 per share, of Sub issued and outstanding immediately prior to the Effective Time shall be converted into one fully paid share of common stock, par value $0.01 per share, of the Surviving Corporation; and (e) The vesting of each Share consisting of restricted stock of the Company (as set forth on Schedule 2.9(a) of the Disclosure Schedules) shall be accelerated and each such Share shall be converted into the right to receive the applicable Per Share Merger Consideration, without interest.

Conversion of Stock. At the Effective Time: (i) the shares representing 100% of the issued and outstanding ordinary shares of MailKey ("MAILKEY ORDINARY SHARES") as of the Closing (as that is defined in Section 2.1 hereof) shall, by virtue of the Merger and without any action on the part of Company or Purchaser or the holders of such sharesany shares of capital stock of Company or Purchaser: (a) Each share of common stock, par value $3.33 per share, of Purchaser (together with the rights issued pursuant to the Rights Agreement, dated as of February 21, 1997, as amended between Purchaser and Xxxxxxx Bank, as Rights Agent (“Purchaser Rights Agreement”), the “Purchaser Common Stock”) issued and outstanding immediately prior to the Effective Time shall remain outstanding after, and shall be unaffected by, the Merger. (b) Each share of common stock, no par value, of Company (the “Company Common Stock”) issued and outstanding immediately prior to the Effective Time (other than any shares of Company Common Stock to be canceled in accordance with Section 2.1(d)) shall thereupon be converted automatically into and shall thereafter represent the right to receive, and shall be exchangeable for subject to the merger consideration set forth other provisions of this Article II, 0.418 (the “Company Exchange Ratio”) shares of Purchaser Common Stock, subject to payment of cash in lieu of fractional shares of Purchaser Common Stock as provided in Section 1.3 hereafter 2.3. (c) Each share of Fixed Rate Cumulative Perpetual Preferred Stock, Series A, stated liquidation amount $1,000 per share, of Company (the "MERGER CONSIDERATIOn"); (ii“Company Series A Preferred Stock”) the shares representing 100% of the issued and outstanding immediately prior to the Effective Time (other than any shares of Company Series A Preferred A Shares of MailKey ("MAILKEY PREFERRED A SHARES"Stock to be canceled in accordance with Section 2.1(d)) as of the Closing shall, by virtue of the Merger and without any action on the part of the holders of such shares, shall thereupon be converted automatically into and shall thereafter represent the right to receive, and shall be exchangeable for subject to the Merger Consideration as set forth in Section 1.3 hereafter; other provisions of this Article II, one share (iii) the shares representing 100% of the issued and outstanding “Series A Preferred B Shares of MailKey ("MAILKEY PREFERRED B SHARES"Consideration” and, and together with MailKey Ordinary Shares and MailKey Preferred A Sharesthe Exchange Ratio, the "MAILKEY CAPITAL STOCK"“Merger Consideration”) as of the Closing shall, by virtue of the Merger and without any action on the part of the holders of such shares, be converted into and represent the right to receive, and shall be exchangeable for the Merger Consideration as set forth in Section 1.3 hereafter; (iv) each issued and outstanding share of common preferred stock, $.001 par value $20.00 per share, of Sub shallPurchaser (the “Purchaser Preferred Stock”) to be designated, by virtue prior to the Closing Date, as Fixed Rate Cumulative Perpetual Preferred Stock, Series A, stated liquidation amount $1,000 per share (the “Purchaser Series A Preferred Stock” and, together with the Purchaser Common Stock, the “Purchaser Capital Stock”), and otherwise having rights, preferences, privileges and voting powers such that the rights, preferences, privileges and voting powers of the mergerCompany Series A Preferred Stock are not adversely affected by such conversion and having rights, be converted into preferences, privileges and become one (1) validly issuedvoting powers, fully paid and nonassessable ordinary share limitations and restrictions that, taken as a whole, are not materially less favorable than the rights, preferences, privileges and voting powers, and limitations and restrictions of the Surviving CorporationCompany Series A Preferred Stock immediately prior to such conversion, taken as a whole; provided, that the voting powers of the Purchaser Series A Preferred Stock shall be substantially the same as the voting powers of the Company Series A Preferred Stock. (vd) each Each share of capital stock of MailKey Company Common Stock or Company Series A Preferred Stock (together, the “Company Capital Stock”) owned or held in treasury as of by Company or Purchaser at the Effective Time shall(other than shares held in trust accounts or otherwise held in a bona fide fiduciary or agency capacity that are beneficially owned by third parties and shares held, directly or indirectly, by virtue Company or Purchaser and acquired upon exercise of rights in respect of debt arrangements previously made in good faith and in effect prior to the Merger, be canceled without payment of any consideration therefor and without any conversion thereof; (vidate hereof) each share of MailKey Capital Stock outstanding as of the Effective Time, by virtue of the Merger, shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and no consideration shall be delivered in exchange therefor. (e) If at any time during the period between the date of this Agreement and the Effective Time, any change in the outstanding shares of capital stock of Purchaser or Company, respectively, shall occur (or for which the relevant record date will occur) as a result of any reclassification, recapitalization, stock split (including a reverse stock split) or subdivision or combination or readjustment of shares, or any stock dividend or stock distribution with a record date during such period, the Company Exchange Ratio and the Series A Preferred Consideration shall be equitably and proportionately adjusted, if necessary and without duplication, to reflect such change; provided, that nothing in this Section 2.1(e) shall be construed to permit Company or Purchaser to take any action with respect to their respective securities that is prohibited by the terms of this Agreement.

Conversion of Stock. At (a) On the Effective Time: Date, (i) the shares representing 100% each share of the Mid-Tier Common Stock issued and outstanding ordinary shares of MailKey ("MAILKEY ORDINARY SHARES") as of immediately prior to the Closing (as that is defined in Section 2.1 hereof) Effective Date shall, by virtue of the Bank Merger and without any action on the part of the holders of such sharesholder thereof, be converted into and represent the right to receivereceive Holding Company Common Stock based on the Exchange Ratio, and shall be exchangeable for as defined in the merger consideration set forth Plan of Conversion, plus the right to receive cash in lieu of any fractional share interest, as determined in accordance with Section 1.3 hereafter (the "MERGER CONSIDERATIOn"); 3(c) thereof, (ii) the shares representing 100% each share of the common stock, par value $.01 per share, of Interim III ("Interim Common Stock") issued and outstanding Preferred A Shares of MailKey ("MAILKEY PREFERRED A SHARES") as of immediately prior to the Closing Effective Date shall, by virtue of the Bank Merger and without any action on the part of the holders of such sharesholder thereof, be converted into and represent the right to receiveone share of Bank Common Stock, and shall be exchangeable for the Merger Consideration as set forth in Section 1.3 hereafter; (iii) the shares representing 100% each share of the Holding Company Common Stock issued and outstanding Preferred B Shares of MailKey ("MAILKEY PREFERRED B SHARES", and together with MailKey Ordinary Shares and MailKey Preferred A Shares, immediately prior to the "MAILKEY CAPITAL STOCK") as of the Closing Effective Date shall, by virtue of the Bank Merger and without any action on the part of the holders of such sharesholder thereof, be converted into cancelled. By voting in favor of this Plan of Merger, the Holding Company, as the sole shareholder of Interim III, shall have agreed (i) to issue shares of Holding Company Common Stock in accordance with the terms hereof and represent the right (ii) to receive, and shall be exchangeable for the Merger Consideration as set forth in Section 1.3 hereafter; (iv) each cancel all previously issued and outstanding share shares of common stock, $.001 par value per share, of Sub shall, by virtue Holding Company Common Stock upon the effectiveness of the merger, be converted into and become one (1) validly issued, fully paid and nonassessable ordinary share of the Surviving CorporationBank Merger. (vb) On and after the Effective Date, there shall be no registrations of transfers on the stock transfer books of Interim III, the Mid-Tier Holding Company or the Bank of shares of Interim Common Stock, Mid-Tier Holding Company Common Stock or Bank Common Stock which were outstanding immediately prior to the Effective Date. (c) Notwithstanding any other provision hereof, no fractional shares of Holding Company Common Stock shall be issued to holders of Mid-Tier Holding Company Common Stock. In lieu thereof, each holder of shares of Mid-Tier Holding Company Common Stock entitled to a fraction of a share of capital stock Holding Company Common Stock shall, at the time of MailKey held in treasury as surrender of the Effective Time shallcertificate or certificates representing such holder's shares, receive an amount of cash equal to the product arrived at by virtue multiplying such fraction of a share of Holding Company Common Stock by the MergerActual Purchase Price, as defined in the Plan of Conversion. No such holder shall be canceled without payment entitled to dividends, voting rights or any other rights in respect of any consideration therefor and without any conversion thereof; (vi) each share of MailKey Capital Stock outstanding as of the Effective Time, by virtue of the Merger, shall no longer be outstanding and shall automatically be canceled and retired and shall cease to existfractional share.

Conversion of Stock. At Pursuant to the Effective Time: (i) the shares representing 100% of the issued and outstanding ordinary shares of MailKey ("MAILKEY ORDINARY SHARES") as of the Closing (as that is defined in Section 2.1 hereof) shallMerger, by virtue of the Merger and without any action on the part of the holders of such sharesany outstanding shares of capital stock or securities of Endwave or Merger Sub: (a) As of the Effective Time, each share of Endwave Common Stock issued and outstanding immediately prior to the Effective Time (other than shares of Endwave Common Stock to be cancelled pursuant to Section 2.01(c) and any Dissenting Shares (as defined, and to the extent provided in Section 2.07)) (the “Converting Endwave Common Stock”) shall be automatically converted into such number of fully paid and represent nonassessable shares of GigOptix Common Stock equal to the right to receive, Stock Merger Consideration divided by the sum of (i) the aggregate number of shares of Converting Endwave Common Stock and shall be exchangeable for the merger consideration set forth in Section 1.3 hereafter (the "MERGER CONSIDERATIOn"); (ii) the aggregate number of shares representing 100% of Endwave Common Stock issuable upon settlement of each Endwave Restricted Unit that is outstanding as of immediately prior to the Effective Time, whether or not vested (the “Conversion Ratio”). The shares of GigOptix Common Stock into which the Converting Endwave Common Stock are converted pursuant to this Section 2.01(a) shall constitute the “Merger Consideration”. (b) As of the Effective Time, each holder of record of Converting Endwave Common Stock shall cease to have any rights with respect thereto, except the right to receive (i) a certificate (or, at the Holder’s request, direct registration) representing the number of whole shares of GigOptix Common Stock into which such shares have been converted, and (ii) cash in lieu of fractional shares of GigOptix Common Stock in accordance with Section 2.01(f), without interest. (c) As of the Effective Time, each share of Endwave Common Stock held of record immediately prior to the Effective Time by Endwave, Merger Sub, GigOptix or any Subsidiary of GigOptix shall be cancelled and extinguished without any conversion thereof. (d) As of the Effective Time, each share of Common Stock, $0.001 par value, of Merger Sub (the “Merger Sub Common Stock”) issued and outstanding Preferred A Shares of MailKey ("MAILKEY PREFERRED A SHARES") as of immediately prior to the Closing shallEffective Time shall be cancelled, by virtue of the Merger extinguished and without any action on the part of the holders of such shares, be automatically converted into and represent the right to receive, and shall be exchangeable for the Merger Consideration as set forth in Section 1.3 hereafter; (iii) the shares representing 100% of the issued and outstanding Preferred B Shares of MailKey ("MAILKEY PREFERRED B SHARES", and together with MailKey Ordinary Shares and MailKey Preferred A Shares, the "MAILKEY CAPITAL STOCK") as of the Closing shall, by virtue of the Merger and without any action on the part of the holders of such shares, be converted into and represent the right to receive, and shall be exchangeable for the Merger Consideration as set forth in Section 1.3 hereafter; (iv) each issued and outstanding share of common stock, $.001 par value per share, of Sub shall, by virtue of the merger, be converted into and become one (1) validly issued, fully paid and nonassessable ordinary share of Common Stock, $0.001 par value, of the Surviving Corporation. Each certificate evidencing ownership of a number of shares of Merger Sub Common Stock shall be deemed to evidence ownership of the same number of shares of Common Stock, $0.001, of the Surviving Corporation. (ve) each In the event of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into capital stock), reorganization, reclassification, combination, recapitalization or other like change with respect to Endwave Common Stock or GigOptix Common Stock occurring after the Agreement Date and prior to the Effective Time, all references in this Agreement to specified numbers of shares of any class or series affected thereby, and all calculations provided for that are based upon numbers of shares of any class or series (or trading prices therefor) affected thereby, shall be equitably adjusted to the extent necessary to provide the parties the same economic effect as contemplated by this Agreement prior to such stock split, reverse stock split, stock dividend, reorganization, reclassification, combination, recapitalization or other like change. (f) No fraction of a share of capital stock of MailKey held in treasury as of the Effective Time shall, GigOptix Common Stock will be issued by virtue of the Merger. Instead, each Holder who would otherwise be canceled without payment entitled to a fraction of any consideration therefor and without any conversion thereof; (vi) each a share of MailKey Capital GigOptix Common Stock outstanding (after aggregating all fractional shares of GigOptix Common Stock to be received by such holder) shall receive from GigOptix an amount of cash (rounded down to the nearest whole cent) equal to the product of (i) such fraction, multiplied by (ii) the GigOptix Closing Value. For the purposes of this Agreement, “GigOptix Closing Value” shall mean the closing price per share of GigOptix Common Stock as of reported on the OTC Bulletin Board on the trading day immediately preceding the Effective Time, by virtue of the Merger, shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist.

Conversion of Stock. At the Effective Time: (i) the shares representing 100% of the issued and outstanding ordinary shares of MailKey ("MAILKEY ORDINARY SHARES") as of the Closing (as that is defined in Section 2.1 hereof) shall, by virtue of the Merger and without any action on the part of SIC, MCC or the holders holder of such shares, be converted into and represent any of the right to receive, and shall be exchangeable for the merger consideration set forth in Section 1.3 hereafter (the "MERGER CONSIDERATIOn");following securities: (ii) the shares representing 100% of the issued and outstanding Preferred A Shares of MailKey ("MAILKEY PREFERRED A SHARES") as of the Closing shall, by virtue of the Merger and without any action on the part of the holders of such shares, be converted into and represent the right to receive, and shall be exchangeable for the Merger Consideration as set forth in Section 1.3 hereafter; (iii) the shares representing 100% of the issued and outstanding Preferred B Shares of MailKey ("MAILKEY PREFERRED B SHARES", and together with MailKey Ordinary Shares and MailKey Preferred A Shares, the "MAILKEY CAPITAL STOCK") as of the Closing shall, by virtue of the Merger and without any action on the part of the holders of such shares, be converted into and represent the right to receive, and shall be exchangeable for the Merger Consideration as set forth in Section 1.3 hereafter; (iv) each issued and outstanding share of common stock, $.001 par value per share, of Sub shall, by virtue of the merger, be converted into and become one (1) validly issued, fully paid and nonassessable ordinary share of the Surviving Corporation. (va) each share of capital stock of MailKey SIC Common Stock issued and outstanding immediately prior to the Effective Time shall remain issued and outstanding and shall not be affected by the Merger; (b) each Excluded MCC Share issued and outstanding or held in treasury as of by MCC shall be cancelled and shall cease to exist and no Merger Consideration or other amounts or consideration shall be delivered in exchange therefor; (c) subject to Section 2.4(e), at the Effective Time shalland subject to deduction for any required withholding Tax, by virtue each share of MCC Common Stock other than the MergerExcluded MCC Shares shall be converted into the right to receive the number of shares of SIC Common Stock calculated pursuant to the Exchange Ratio. The aggregate shares of SIC Common Stock to be issued in accordance with Section 2.4(c) (the “Merger Shares”), together with any cash to be canceled without payment paid in lieu of any consideration therefor and without any conversion thereoffractional shares in accordance with Section 3.4(h), shall be referred to collectively as the “Merger Consideration”; (vid) each share any shares of MailKey Capital MCC Common Stock outstanding as of converted into the Effective Timeright to receive the Merger Consideration pursuant to this Article II shall, by virtue of the Mergerupon such conversion, shall no longer be outstanding and shall automatically be canceled and retired cancelled and shall cease to existexist as of the Effective Time, and each certificate previously representing any such shares of MCC Common Stock (each, a “Certificate”) shall thereafter represent only the right to receive the Merger Consideration into which the shares of MCC Common Stock represented by such Certificate have been converted pursuant to this Section 2.4 and Section 3.4(g), as well as any dividends to which former holders of shares of MCC Common Stock become entitled in accordance with Article III; and (e) if, between the date of this Agreement and the Effective Time, the outstanding shares of SIC Common Stock shall have been increased, decreased, changed into or exchanged for a different number or kind of shares or securities as a result of a reclassification, stock dividend, stock split, reverse stock split, or other similar change and specifically excluding sales of SIC Common Stock, sales of SIC equity-linked securities, and issuance of SIC Common Stock pursuant to SIC’s dividend reinvestment plan or otherwise in lieu of a portion of any cash dividend declared by SIC, an appropriate and proportionate adjustment shall be made to the Exchange Ratio.

Conversion of Stock. At the Effective Time: (i) the shares representing 100% of the issued and outstanding ordinary shares of MailKey ("MAILKEY ORDINARY SHARES") as of the Closing (as that is defined in Section 2.1 hereof) shall, by virtue of the Merger and without any action on the part of any holder thereof: (i) the holders shares of such sharesthe issued and outstanding common stock, par value $0.01 per share, of Boxing ("Boxing Common Stock") owned by the Stockholders (other than the DiLorenzo Big Content Shares (as defined herein)) as of the Merger Clxxxxx (xx defined in Section 2.3) shall be converted into and represent the right to receive, and shall be exchangeable for for, a pro rata portion of the merger consideration set forth Stockholders Merger Consideration (as defined in Section 1.3 hereafter (the "MERGER CONSIDERATIOn"1.3(a)(i)); (ii) the DiLorenzo Big Content Shares and the shares representing 100% of the issued and outstanding Preferred A Shares of MailKey Xxxxxx Xommon Stock owned by Livingston Investments, LLC ("MAILKEY PREFERRED A SHARESLivingston") and Mackin Investments, LLX ("Xxxxxx" and, together with Xxxxxxxxxn, the "XX Xxlders") as of the Closing shallMexxxx Xlosing shall be convexxxx xxxx and represent the right to receive, by virtue and shall be exchangeable for, a pro rata portion of the Big Content Merger Consideration (as defined in Section 1.3(a)(ii)) (iii) the shares of issued and without any action on outstanding Boxing Common Stock owned by the part of the holders of such shares, LM Holders shall in addition be converted into and represent the right to receive, and shall be exchangeable for for, a pro rata portion of the Merger Consideration LM Warrant (as set forth defined in Section 1.3 hereafter; (iii) the shares representing 100% of the issued and outstanding Preferred B Shares of MailKey ("MAILKEY PREFERRED B SHARES", and together with MailKey Ordinary Shares and MailKey Preferred A Shares, the "MAILKEY CAPITAL STOCK") as of the Closing shall, by virtue of the Merger and without any action on the part of the holders of such shares, be converted into and represent the right to receive, and shall be exchangeable for the Merger Consideration as set forth in Section 1.3 hereafter1.3(a)(iii)); (iv) each issued and outstanding share of common stock, $.001 par value per share, of Sub shall, by virtue of the merger, be converted into and become one (1) validly issued, fully paid and nonassessable ordinary share of the Surviving Corporation. (v) each share of capital stock of MailKey Boxing held in treasury as of the Effective Time shall, by virtue of the Merger, shall be canceled without payment of any consideration therefor and without any conversion thereof; (viv) each share of MailKey Capital Stock common stock, $0.01 par value per share, of Newco (the "Newco Common Stock") issued and outstanding as prior to the Effective Time shall be converted into and become a like number of fully paid and nonassessable shares of common stock, par value $0.01 per share, of the Effective Time, by virtue of the Merger, shall no longer be outstanding and shall automatically be canceled and retired and shall cease to existSurviving Corporation.

Conversion of Stock. At the Effective Time: (i) the shares representing 100% of the issued and outstanding ordinary shares of MailKey ("MAILKEY ORDINARY SHARES") as of the Closing (as that is defined in Section 2.1 hereof) shall, by By virtue of the Merger and without any action on the part of HBC, CenterState or the holders of such sharesany of the following securities, be converted into and represent at the right to receive, and shall be exchangeable for the merger consideration set forth in Section 1.3 hereafter (the "MERGER CONSIDERATIOn");Effective Time: (iia) the shares representing 100% of the issued and outstanding Preferred A Shares of MailKey ("MAILKEY PREFERRED A SHARES") as of the Closing shall, by virtue of the Merger and without any action on the part of the holders of such shares, be converted into and represent the right to receive, and shall be exchangeable for the Merger Consideration as set forth in Section 1.3 hereafter; (iii) the shares representing 100% of the issued and outstanding Preferred B Shares of MailKey ("MAILKEY PREFERRED B SHARES", and together with MailKey Ordinary Shares and MailKey Preferred A Shares, the "MAILKEY CAPITAL STOCK") as of the Closing shall, by virtue of the Merger and without any action on the part of the holders of such shares, be converted into and represent the right to receive, and shall be exchangeable for the Merger Consideration as set forth in Section 1.3 hereafter; (iv) each issued and outstanding Each share of common stock, $.001 par value $.01 per share, of Sub shall, by virtue of CenterState (“CenterState Common Stock”) issued and outstanding immediately prior to the merger, Effective Time shall continue to be converted into and become one (1) validly issued, fully paid and nonassessable ordinary share of common stock, par value $.01, of the Surviving Company. (b) Subject to Sections 1.4(c), 1.4(d), and 1.4(e), each share of the Surviving Corporation. (vi) each common stock, Class A, par value $0.01 per share (“HBC Class A Common Stock”), (ii) common stock, Class B, par value $0.01 per share (“HBC Class B Common Stock”), and (iii) common stock, Class C, par value $0.01 per share (“HBC Class C Common Stock”), of capital stock of MailKey held in treasury as of HBC (collectively, the Effective Time shall, by virtue of the Merger, be canceled without payment of any consideration therefor “HBC Common Stock”) issued and without any conversion thereof; (vi) each share of MailKey Capital Stock outstanding as of immediately prior to the Effective Time, by virtue including Trust Account Common Shares and DPC Common Shares, but excluding any Cancelled Shares and any Dissenting Shares (collectively, the “Exchangeable Shares,” and each an “Exchangeable Share”), shall be converted, in accordance with the procedures set forth in Article II, into the right to receive a cash payment equal to the Merger Consideration. The “Merger Consideration” shall mean $1.25. All of the Merger, Exchangeable Shares of HBC Common Stock converted into the right to receive the Merger Consideration pursuant to this Article I shall no longer be outstanding and shall automatically be canceled and retired cancelled and shall cease to existexist as of the Effective Time, and each certificate previously representing any such shares of HBC Common Stock (each, a “Certificate”) and non-certificated share of HBC Common Stock represented by book-entry (“Book-Entry Shares”) shall thereafter represent only the right to receive the Merger Consideration into which the shares of HBC Common Stock represented by such Certificate or Book-Entry Shares have been converted pursuant to this Section 1.4. Under no circumstances shall the aggregate of the outstanding shares of HBC Common Stock, plus the HBC Stock Options exceed, 15,319,622.

Conversion of Stock. At the Effective Time: (i) the shares representing 100% of the issued and outstanding ordinary shares of MailKey ("MAILKEY ORDINARY SHARES") as of the Closing (as that is defined in Section 2.1 hereof) shall, by virtue of the Merger and without any action on the part of Purchaser, Company or the holders holder of any of the following securities: (a) All common shares, no par value, of Company (the “Company Common Shares”) issued and outstanding immediately prior to the Effective Time that are owned directly by Company (other than Company Common Shares held in trust accounts, managed accounts, mutual funds and the like, or otherwise held in a fiduciary or agency capacity, that are beneficially owned (within the meaning of Rule 13d-3 of the Exchange Act) by third parties (any such shares, “Trust Account Common Shares”) and other than Company Common Shares held, directly or indirectly, by Company in respect of a debt previously contracted (any such shares, “DPC Common Shares”)) shall be converted cancelled and shall cease to exist, and no Merger Consideration and/or cash in lieu of fractional shares shall be delivered in exchange therefor. (b) Subject to Section 1.4(d) and (e), each Company Common Share, except for Company Common Shares owned directly by Company or Purchaser (other than Trust Account Common Shares or DPC Common Shares) and Dissenting Shares, shall be converted, at the election of the holder thereof in accordance with the procedures set forth in Article II, into and represent the right to receive, and shall be exchangeable for receive the merger consideration set forth in Section 1.3 hereafter following (the "MERGER CONSIDERATIOn"“Merger Consideration”);, without interest: (i) for each Company Common Share with respect to which an election to receive cash has been effectively made and not revoked or lost pursuant to Section 2.3 (a “Cash Election”), $32.15 in cash (the “Cash Consideration”) (such shares collectively, “Cash Election Shares”); or (ii) for each Company Common Share with respect to which an election to receive Purchaser Common Shares has been effectively made and not revoked or lost pursuant to Section 2.3 (a “Stock Election”), 4.034 (the “Exchange Ratio”) common shares representing 100% (the “Stock Consideration”) of the issued and outstanding Preferred A Shares of MailKey Purchaser, without par value ("MAILKEY PREFERRED A SHARES"“Purchaser Common Shares”) as of the Closing shall(such shares collectively, by virtue of the Merger and without any action on the part of the holders of such shares, be converted into and represent the right to receive, and shall be exchangeable for the Merger Consideration as set forth in Section 1.3 hereafter;“Stock Election Shares”); or (iii) the for each Company Common Share other than shares representing 100% of the issued as to which a Cash Election or a Stock Election has been effectively made and outstanding Preferred B Shares of MailKey not revoked or lost pursuant to Section 2.3 ("MAILKEY PREFERRED B SHARES", and together with MailKey Ordinary Shares and MailKey Preferred A Sharescollectively, the "MAILKEY CAPITAL STOCK") as of the Closing shall“Non-Election Shares”), by virtue of the Merger and without any action on the part of the holders of such shares, be converted into and represent the right to receive, and shall be exchangeable for receive from Purchaser such Cash Consideration or Stock Consideration as is determined in accordance with Section 1.4(e). (c) All of the Company Common Shares converted into the right to receive the Merger Consideration as set forth in Section 1.3 hereafter; (iv) each issued and outstanding share of common stock, $.001 par value per share, of Sub shall, by virtue of the merger, be converted into and become one (1) validly issued, fully paid and nonassessable ordinary share of the Surviving Corporation. (v) each share of capital stock of MailKey held in treasury as of the Effective Time shall, by virtue of the Merger, be canceled without payment of any consideration therefor and without any conversion thereof; (vi) each share of MailKey Capital Stock outstanding as of the Effective Time, by virtue of the Merger, pursuant to this Article I shall no longer be outstanding and shall automatically be canceled and retired cancelled and shall cease to existexist as of the Effective Time, and each certificate previously representing any such Company Common Share (each, a “Certificate”) and each non-certificated Company Common Share represented by book-entry (“Book-Entry Shares”) shall thereafter represent only the right to receive the Merger Consideration and/or cash in lieu of fractional shares into which the Company Common Shares represented by such Certificate have been converted pursuant to this Section 1.4 and Section 2.3(m), as well as any dividends to which holders of Company Common Shares become entitled in accordance with Section 2.3(j). (d) If, between the date of this Agreement and the Effective Time, the outstanding Purchaser Common Shares or Company Common Shares shall have been increased, decreased, changed into or exchanged for a different number or kind of shares or securities as a result of a reorganization, recapitalization, reclassification, stock dividend, stock split, reverse stock split, or other similar change in capitalization, an appropriate and proportionate adjustment shall be made to the Exchange Ratio. (i) Notwithstanding any other provision contained in this Agreement, the total number of Company Common Shares to be converted into Stock Consideration pursuant to Section 1.4(b) (the “Stock Conversion Number”) shall be equal to the product obtained by multiplying (x) the number of Company Common Shares outstanding immediately prior to the Effective Time by (y) 0.80 (the “Stock Proportion Number”). All of the other Company Common Shares (except for Company Common Shares owned directly by Company or Purchaser (other than Trust Account Common Shares and DPC Common Shares) and Dissenting Shares) shall be converted into Cash Consideration. (ii) Within five business days after the Closing Date, Purchaser shall cause the Exchange Agent to effect the allocation among holders of Company Common Shares of rights to receive the Cash Consideration and the Stock Consideration as follows: (1) If the aggregate number of Company Common Shares with respect to which Stock Elections shall have been made (the “Stock Election Number”) exceeds the Stock Conversion Number, then all Cash Election Shares and all Non-Election Shares of each holder thereof shall be converted into the right to receive the Cash Consideration, and Stock Election Shares of each holder thereof will be converted into the right to receive the Stock Consideration in respect of that number of Stock Election Shares equal to the product obtained by multiplying (x) the number of Stock Election Shares held by such holder by (y) a fraction, the numerator of which is the Stock Conversion Number and the denominator of which is the Stock Election Number, with the remaining number of such holder’s Stock Election Shares being converted into the right to receive the Cash Consideration; and (2) If the Stock Election Number is less than the Stock Conversion Number (the amount by which the Stock Conversion Number exceeds the Stock Election Number being referred to herein as the “Shortfall Number”), then all Stock Election Shares shall be converted into the right to receive the Stock Consideration and the Non-Election Shares and Cash Election Shares shall be treated in the following manner: (A) If the Shortfall Number is less than or equal to the number of Non-Election Shares, then all Cash Election Shares shall be converted into the right to receive the Cash Consideration and the Non-Election Shares of each holder thereof shall convert into the right to receive the Stock Consideration in respect of that number of Non-Election Shares equal to the product obtained by multiplying (x) the number of Non-Election Shares held by such holder by (y) a fraction, the numerator of which is the Shortfall Number and the denominator of which is the total number of Non-Election Shares, with the remaining number of such holder’s Non-Election Shares being converted into the right to receive the Cash Consideration; or (B) If the Shortfall Number exceeds the number of Non-Election Shares, then all Non-Election Shares shall be converted into the right to receive the Stock Consideration and Cash Election Shares of each holder thereof shall convert into the right to receive the Stock Consideration in respect of that number of Cash Election Shares equal to the product obtained by multiplying (x) the number of Cash Election Shares held by such holder by (y) a fraction, the numerator of which is the amount by which (1) the Shortfall Number exceeds (2) the total number of Non-Election Shares and the denominator of which is the total number of Cash Election Shares, with the remaining number of such holder’s Cash Election Shares being converted into the right to receive the Cash Consideration.

Conversion of Stock. At the Effective Time: (i) the shares representing 100% of the issued and outstanding ordinary shares of MailKey ("MAILKEY ORDINARY SHARES") as of the Closing (as that is defined in Section 2.1 hereof) shall, by By virtue of the Merger and without any action on the part of Prosperity, Ameris or the holders of such sharesany of the following securities, be converted into and represent at the right to receive, and shall be exchangeable for the merger consideration set forth in Section 1.3 hereafter (the "MERGER CONSIDERATIOn");Effective Time: (iia) the shares representing 100% of the issued and outstanding Preferred A Shares of MailKey ("MAILKEY PREFERRED A SHARES") as of the Closing shall, by virtue of the Merger and without any action on the part of the holders of such shares, be converted into and represent the right to receive, and shall be exchangeable for the Merger Consideration as set forth in Section 1.3 hereafter; (iii) the shares representing 100% of the issued and outstanding Preferred B Shares of MailKey ("MAILKEY PREFERRED B SHARES", and together with MailKey Ordinary Shares and MailKey Preferred A Shares, the "MAILKEY CAPITAL STOCK") as of the Closing shall, by virtue of the Merger and without any action on the part of the holders of such shares, be converted into and represent the right to receive, and shall be exchangeable for the Merger Consideration as set forth in Section 1.3 hereafter; (iv) each issued and outstanding Each share of common stock, $.001 par value $1.00 per share, of Sub shall, by virtue of Ameris (“Ameris Common Stock”) issued and outstanding immediately prior to the merger, Effective Time shall continue to be converted into and become one (1) validly issued, fully paid and nonassessable ordinary share of common stock, par value $1.00, of the Surviving Company. (b) Subject to Sections 1.4(c) and 1.4(d), each share of the Surviving Corporation. voting common stock, par value $0.01 per share, of Prosperity (vthe “Prosperity Common Stock”) each share of capital stock of MailKey held in treasury as of the Effective Time shall, by virtue of the Merger, be canceled without payment of any consideration therefor issued and without any conversion thereof; (vi) each share of MailKey Capital Stock outstanding as of immediately prior to the Effective Time, by virtue including Trust Account Common Shares and DPC Common Shares, but excluding any Cancelled Shares and any Dissenting Shares (collectively, the “Exchangeable Shares,” and each an “Exchangeable Share”), shall be converted, in accordance with the procedures set forth in Article II, into the right to receive, at the election of the Mergerholder thereof as provided in and subject to the provisions of Section 2.1, either: (i) 3.125 shares of Ameris Common Stock (the “Per Share Stock Consideration”), or (ii) $41.50 (the “Per Share Cash Consideration”) (together with the Per Share Stock Consideration and any cash in lieu of fractional shares as specified in Section 2.3(f), the “Merger Consideration”). All of the shares of Prosperity Common Stock converted into the right to receive the Merger Consideration pursuant to this Article I shall no longer be outstanding and shall automatically be canceled cancelled and retired shall cease to exist as of the Effective Time, and each certificate previously representing any such shares of Prosperity Common Stock (each, a “Certificate”) shall thereafter represent only the right to receive the Merger Consideration (or cash in lieu of fractional shares) into which the shares of Prosperity Common Stock represented by such Certificate have been converted pursuant to this Section 1.4 and Section 2.3(f), as well as any dividends to which holders of Prosperity Common Stock become entitled in accordance with Section 2.3(c). (c) All shares of Prosperity Common Stock that are owned by Prosperity or Ameris (other than (i) shares of Prosperity Common Stock held in trust accounts, managed accounts, mutual funds and the 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 (ii) shares of Prosperity Common Stock held, directly or indirectly, by Prosperity or Ameris in respect of a debt previously contracted (any such shares, “DPC Common Shares”)) shall be cancelled and shall cease to exist (any such shares, the “Cancelled Shares”), and no stock of Ameris or other consideration shall be delivered in exchange therefor. (d) Notwithstanding anything in this Agreement to the contrary, shares of Prosperity Common Stock that are issued and outstanding immediately prior to the Effective Time and which are held by a shareholder who did not vote in favor of the Merger (or consent thereto in writing) and who is entitled to demand and properly demands the fair value of such shares pursuant to, and who complies in all respects with, the provisions of Sections 607.1301 to 607.1333 of the FBCA, shall not be converted into or be exchangeable for the right to receive the Merger Consideration (the “Dissenting Shares”), but instead such holder shall be entitled to payment of the fair value of such shares in accordance with the provisions of Sections 607.1301 to 607.1333 of the FBCA (and at the Effective Time, such Dissenting Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to exist), unless and until such holder shall have failed to perfect such holder’s right to receive, or shall have effectively withdrawn or lost rights to demand or receive, the fair value of such shares of Prosperity Common Stock under such provisions of the FBCA. If any shareholder dissenting pursuant to Sections 607.1301 to 607.1333 of the FBCA and this Section 1.4(d) shall have failed to perfect or shall have effectively withdrawn or lost such right, such holder’s shares of Prosperity Common Stock shall thereupon be treated as if they had been converted into and become exchangeable for the right to receive, as of the Effective Time, the Per Share Stock Consideration for each such share of Prosperity Common Stock, in accordance with Section 1.4(b), without any interest thereon. Prosperity shall give Ameris (i) prompt notice of any written notices to exercise dissenters’ rights in respect of any shares of Prosperity Common Stock, attempted withdrawals of such notices and any other instruments served pursuant to the FBCA and received by Prosperity relating to dissenters’ rights and (ii) the opportunity to participate in negotiations and proceedings with respect to demands for fair value under the FBCA. Prosperity shall not, except with the prior written consent of Ameris, voluntarily make any payment with respect to, or settle, or offer or agree to settle, any such demand for payment. Any portion of the Merger Consideration made available to the Exchange Agent pursuant to Article II to pay for shares of Prosperity Common Stock for which dissenters’ rights have been perfected shall be returned to Ameris upon demand. (e) If Ameris changes the number of shares of Ameris Common Stock issued and outstanding prior to the Effective Time as a result of a stock split, stock combination, stock dividend or similar recapitalization with respect to such stock and the record date therefor shall be prior to the Effective Time, the Per Share Stock Consideration shall be proportionately adjusted as necessary to preserve the relative economic benefit to the Parties.

Conversion of Stock. At (a) On the Effective Time: (i) the shares representing 100% Date, each share of the issued and Talbot Bancshares Common Stock outstanding ordinary immediately prior to the Effective Date (other than shares of MailKey ("MAILKEY ORDINARY SHARESDissenters' Shares") as of the Closing with respect to which dissenter's rights shall have been perfected in accordance with Md. General Corporation Law (as that is defined in Section 2.1 hereofS)(S) 3-201 et seq.), shall, by virtue of the Merger and without any action on the part of the holders of such sharesholder thereof, be canceled and converted into and represent 2.85 shares of Successor Bancshares Common Stock (rounded to the right to receive, and shall be exchangeable for the merger consideration set forth in Section 1.3 hereafter nearest 0.01 share) (the "MERGER CONSIDERATIOnMerger Consideration"); (ii) the shares representing 100% of the . There will be no issued and outstanding Preferred A Shares shares of MailKey ("MAILKEY PREFERRED A SHARES") as preferred stock of Shore Bancshares on the Effective Date of the Closing shall, by virtue of the Merger and without any action on the part of the holders of such shares, be converted into and represent the right to receive, and shall be exchangeable for the Merger Consideration as set forth in Section 1.3 hereafter; (iii) the shares representing 100% of the issued and outstanding Preferred B Shares of MailKey ("MAILKEY PREFERRED B SHARES", and together with MailKey Ordinary Shares and MailKey Preferred A Shares, the "MAILKEY CAPITAL STOCK") as of the Closing shall, by virtue of the Merger and without any action on the part of the holders of such shares, be converted into and represent the right to receive, and shall be exchangeable for the Merger Consideration as set forth in Section 1.3 hereafter; (iv) each issued and outstanding share of common stock, $.001 par value per share, of Sub shall, by virtue of the merger, be converted into and become one (1) validly issued, fully paid and nonassessable ordinary share of the Surviving CorporationMerger. (vb) No certificates for fractional shares of Successor Bancshares Common Stock shall be issued; in lieu thereof, each share holder otherwise entitled to a fractional interest shall receive an amount in cash based on the market value of capital stock Successor Bancshares Common Stock at the Effective Date (determined in good faith by the Board of MailKey held Directors of Successor Bancshares ). Each such holder shall have no other rights with respect to such fractional interest. (c) Dissenters' Shares shall be paid for in treasury accordance with Md. General Corporation Law (S)(S) 3-201 et seq. and thereupon shall be cancelled, retired and cease to exist. (d) Notwithstanding any provision of this Plan to the contrary, any Dissenters' Shares, which as of the Effective Time shallDate the holder thereof has not withdrawn or lost any right to such appraisal shall not be exchanged, or represent a right to receive shares of Successor Bancshares Common Stock, but the holder shall only be entitled to such rights as are granted by virtue Md. General Corporation Law (S)(S) 3-201 et seq. If a stockholder of Talbot Bancshares who demands appraisal of his or her shares under Md. General Corporation Law (S)(S) 3-201 et seq. shall effectively withdraw or lose (through failure to perfect or otherwise) the Mergerright to appraisal, be canceled without payment of any consideration therefor and without any conversion thereof; (vi) each share of MailKey Capital Stock outstanding then, as of the Effective TimeDate or the occurrence of such event, by virtue whichever last occurs, that stockholder's shares of the MergerTalbot Bancshares Common Stock shall be exchanged and represent only the right to receive shares of Successor Bancshares Common Stock as provided in Section 9.2(a) pursuant to the procedures in Section 9.3. Notwithstanding any provision of this Plan to the contrary, Shore Bancshares shall no longer have the right to terminate this Plan and be outstanding released from all obligations hereunder if, immediately prior to the proposed Effective Date, Talbot Bancshares stockholders have demanded appraisal rights (which demands theretofore have not been withdrawn) in such numbers so as to jeopardize the accounting treatment specified in Section 7.9 and shall automatically be canceled Section 8.9 and retired Xxxxxxx & Company fails or refuses to deliver a letter to Shore Bancshares or Talbot Bancshares to the effect that the Merger qualifies for pooling-of-interests accounting treatment, as provided in Section 7.9 and shall cease to existSection 8.9.

Conversion of Stock. (a) At the Effective Time: (i) the shares representing 100% of the issued and outstanding ordinary shares of MailKey ("MAILKEY ORDINARY SHARES") as of the Closing (as that is defined in Section 2.1 hereof) shall, by virtue of the Merger and without any action on the part of the holders of such sharesParent, be converted into and represent the right to receive, and shall be exchangeable for the merger consideration set forth in Section 1.3 hereafter (the "MERGER CONSIDERATIOn");Merger Sub or Seller: (iii) the All shares representing 100% of the issued and outstanding Preferred A Shares of MailKey ("MAILKEY PREFERRED A SHARES") as of the Closing shall, by virtue of the Merger and without any action on the part of the holders of such shares, be converted into and represent the right to receive, and shall be exchangeable for the Merger Consideration as set forth in Section 1.3 hereafter; (iii) the shares representing 100% of the issued and outstanding Preferred B Shares of MailKey ("MAILKEY PREFERRED B SHARES", and together with MailKey Ordinary Shares and MailKey Preferred A Shares, the "MAILKEY CAPITAL STOCK") as of the Closing shall, by virtue of the Merger and without any action on the part of the holders of such shares, be converted into and represent the right to receive, and shall be exchangeable for the Merger Consideration as set forth in Section 1.3 hereafter; (iv) each issued and outstanding share of common stock, $.001 0.001 par value per share, of Sub shallSeller (the "Seller Common Stock") outstanding immediately prior to the Effective Time, other than (A) shares held by virtue of the mergerSeller as treasury stock or shares held by any Seller Subsidiary (as defined in Section 2.4) and (B) Dissenting Shares (as defined in Section 1.9), shall be converted into and become one the right to receive, in the aggregate, that number (1) validly issued, fully paid and nonassessable ordinary share of the Surviving Corporation. (v) each share of capital stock of MailKey held in treasury as of the Effective Time shall, by virtue of the Merger, be canceled without subject to payment of any cash in lieu of fractional shares as provided in Section 1.11) of American Depositary Shares ("Parent ADSs"), each representing the right to receive ten (10) ordinary shares, nominal value of 10 pencx xxx share, of Parent ("Parent Common Stock"), determined by dividing (x) the Common Stock Consideration (as defined below) by (y) the Market Value (as defined below) of a Parent ADS. The Parent ADSs will be evidenced by American Depositary Receipts ("Parent ADRs"). The "Common Stock Consideration" shall mean $15,000,000 less the sum of (A) amounts paid or payable by Parent for the Seller Preferred Stock (whether before or after the date of this Agreement), including amounts payable pursuant to Section 1.6(a)(ii), (B) the excess of (x) the number of shares of Seller Common Stock represented by each Seller Option and Seller Common Warrant multiplied by the Conversion Ratio less (y) the exercise price for such shares for which (x) exceeds (y) (as such terms are hereinafter defined) and (C) all amounts paid or payable pursuant to Section 1.7(b) or otherwise paid or payable by Parent to acquire Seller Preferred Warrants. The Common Stock Consideration shall be reduced by the consideration therefor and without any conversion thereof; (vi) each share of MailKey Capital Stock outstanding as of that would otherwise be allocable to Dissenting Shares if the Effective Time, by virtue of holders thereof had not properly exercised rights under the Merger, shall no longer be outstanding and shall automatically be canceled and retired and shall cease to existDGCL.

Conversion of Stock. (a) At the Effective Time: (i) the shares representing 100% of the issued and outstanding ordinary shares of MailKey ("MAILKEY ORDINARY SHARES") as of the Closing (as that is defined in Section 2.1 hereof) shall, by virtue of the Holding Company Merger and without any action on the part of any of the parties to this Agreement or their respective shareholders, each of the Outstanding Fidelity Shares shall be converted into and become the right to receive, the Per Share Consideration subject only to adjustment as set forth in Section 1.7 hereof. At the Effective Time, by virtue of the Subsidiary Merger and without any action on the part of any of the parties to this Agreement or their respective shareholders, each of the Outstanding Centennial Shares shall be canceled and the Centennial Common Shares shall be extinguished. (b) No fractional PFGI Common Shares shall be issued. PFGI shall, in lieu of issuing fractional shares to which the holder of Outstanding Fidelity Shares would otherwise be entitled (after taking into account all Outstanding Fidelity Shares held by such holder), pay such holder an amount in cash equal to the product of such fractional share interest and the Common Exchange Value. (c) At the Effective Time, all of the Fidelity Common Shares, by virtue of the Holding Company Merger and without any action on the part of the holders of such shares, be converted into and represent the right to receive, and shall be exchangeable for the merger consideration set forth in Section 1.3 hereafter (the "MERGER CONSIDERATIOn"); (ii) the shares representing 100% of the issued and outstanding Preferred A Shares of MailKey ("MAILKEY PREFERRED A SHARES") as of the Closing shall, by virtue of the Merger and without any action on the part of the holders of such shares, be converted into and represent the right to receive, and shall be exchangeable for the Merger Consideration as set forth in Section 1.3 hereafter; (iii) the shares representing 100% of the issued and outstanding Preferred B Shares of MailKey ("MAILKEY PREFERRED B SHARES", and together with MailKey Ordinary Shares and MailKey Preferred A Shares, the "MAILKEY CAPITAL STOCK") as of the Closing shall, by virtue of the Merger and without any action on the part of the holders of such shares, be converted into and represent the right to receive, and shall be exchangeable for the Merger Consideration as set forth in Section 1.3 hereafter; (iv) each issued and outstanding share of common stock, $.001 par value per share, of Sub shall, by virtue of the merger, be converted into and become one (1) validly issued, fully paid and nonassessable ordinary share of the Surviving Corporation. (v) each share of capital stock of MailKey held in treasury as of the Effective Time shall, by virtue of the Merger, be canceled without payment of any consideration therefor and without any conversion thereof; (vi) each share of MailKey Capital Stock outstanding as of the Effective Time, by virtue of the Merger, shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each holder of any certificate or certificates which immediately prior to the Effective Time represented Outstanding Fidelity Shares (the "Certificates") shall thereafter cease to have any rights with respect to such shares, except the right of such holders to receive, without interest, the Per Share Consideration upon the surrender of such Certificate or Certificates in accordance with Section 1.9 hereof. (d) At the Effective Time, each Fidelity Common Share, if any, held in the treasury of Fidelity immediately prior to the Effective Time shall be canceled and not converted into PFGI Common Shares. (e) At the Effective Time, each option granted by Fidelity to purchase shares of Fidelity Common Shares which is outstanding and unexercised immediately prior thereto shall cease to represent a right to acquire shares of Fidelity Common Shares and shall be converted automatically into an option to purchase PFGI Common Shares. The number of PFGI Common Shares to be issued upon the exercise of such option shall be equal to the number of Fidelity Common Shares subject to such option immediately prior to the Effective Time multiplied by the Option Exchange Ratio, with the product rounded down to the next whole share. The "Option Exchange Ratio" shall equal Twenty-One and 00/100 Dollars ($21.00) divided by the Common Exchange Value. The per share exercise price of such option shall be adjusted by dividing the exercise price per share of Fidelity Common Shares by the Option Exchange Ratio, with the quotient rounded up to the next whole cent. References in any Fidelity Stock Option Plan to a Compensation Committee or Stock Option Committee shall be deemed to refer to a similar committee presently constituted, or which will be constituted, by the Board of Directors of PFGI. Further, any "incentive stock option" for federal income tax purposes shall be adjusted as required by Section 424 of the Code so as not to constitute a modification, extension or renewal of the option within the meaning of Code Section 424(h). Otherwise the duration and other terms of the new option shall be the same as the original option except that all references to Fidelity or its Subsidiaries (or their corporate predecessors) shall be deemed to be references to PFGI. Nothing in this Agreement shall be deemed to limit or restrict the ability of any holder of options to acquire Fidelity Common Shares to exercise such options at any time prior to the Effective Time in accordance with, and to the extent permissible under, the agreements and plans governing the issuance of such options.

Conversion of Stock. At the Effective Time: (i) the shares representing 100% of the issued and outstanding ordinary shares of MailKey ("MAILKEY ORDINARY SHARES") as of the Closing (as that is defined in Section 2.1 hereof) shall, by virtue of the Merger and without any action on the part of M&T, Xxxxxx or the holders holder of any of the following securities: (a) All shares of common stock, par value $0.01 per share, of Xxxxxx (the “Xxxxxx Common Stock”) issued and outstanding immediately prior to the Effective Time that are owned, directly or indirectly, by Xxxxxx or M&T (other than (i) shares of Xxxxxx Common Stock held in trust accounts, managed accounts, mutual funds and the like, or otherwise held in a fiduciary or agency capacity, that are beneficially owned by third parties, which shall include any shares of Xxxxxx Common Stock held in a rabbi or other trusts for purposes of funding a Xxxxxx Benefit Plan (any such shares, “Trust Account Common Shares”), (ii) shares of Xxxxxx Common Stock held, directly or indirectly, by Xxxxxx or M&T in respect of a debt previously contracted (any such shares, “DPC Common Shares”) and (iii) the ESOP Initial Financed Shares (as defined below)) (collectively, excluding clauses (i), (ii) and (iii), the “Exception Shares”, it being understood and agreed that the Exception Shares shall include (A) the ESOP Subsequent Financed Shares (as defined below) and (B) the number of Pledged ESOP Initial Financed Shares (as defined below) having a value equal to the ESOP’s indebtedness collateralized thereby), shall be cancelled and shall cease to exist, and no stock of M&T or cash (including cash in lieu of fractional shares of Xxxxxx Common Stock) shall be delivered in exchange therefor, except that the cancellation of the ESOP Subsequent Financed Shares and the applicable Pledged ESOP Initial Financed Shares shall be in consideration for the repayment and/or forgiveness in full of the ESOP’s indebtedness collateralized thereby. For purposes of this Agreement, the “ESOP Initial Financed Shares” shall be shares of Xxxxxx Common Stock owned by the Xxxxxx Savings Bank Employee Stock Ownership Plan (the “ESOP”) that either (A) have been allocated to participants in the ESOP or committed as of the Effective Time for release and allocation to participants in the ESOP or (B) were acquired prior to January 1, 2001 and pledged (and not committed for release as of the Effective Time) as collateral for the debt incurred at the time of acquisition of such shares (the “Pledged ESOP Initial Financed Shares”), and the “ESOP Subsequent Financed Shares” shall be those shares of Xxxxxx Common Stock owned by the ESOP that were acquired after January 1, 2001 and pledged (and not committed for release as of the Effective Time) as collateral for the debt incurred at the time of acquisition of such shares. (b) Subject to Section 2.1(d), each share of Xxxxxx Common Stock (whether or not subject to restriction), including Trust Account Common Shares, DPC Common Shares and ESOP Initial Financed Shares, but excluding all Exception Shares and Dissenting Shares, outstanding immediately prior to the Effective Time shall be converted converted, in accordance with the procedures set forth in this Article II, into and represent the right to receive, and shall be exchangeable for at the merger consideration set forth in Section 1.3 hereafter (the "MERGER CONSIDERATIOn"); (ii) the shares representing 100% election of the issued holder thereof as provided in and outstanding Preferred A Shares subject to the provisions of MailKey Sections 2.3 and 2.4(f), either ("MAILKEY PREFERRED A SHARES"i) as a number of the Closing shall, by virtue of the Merger and without any action on the part of the holders of such shares, be converted into and represent the right to receive, and shall be exchangeable for the Merger Consideration as set forth in Section 1.3 hereafter; (iii) the shares representing 100% of the issued and outstanding Preferred B Shares of MailKey ("MAILKEY PREFERRED B SHARES", and together with MailKey Ordinary Shares and MailKey Preferred A Shares, the "MAILKEY CAPITAL STOCK") as of the Closing shall, by virtue of the Merger and without any action on the part of the holders of such shares, be converted into and represent the right to receive, and shall be exchangeable for the Merger Consideration as set forth in Section 1.3 hereafter; (iv) each issued and outstanding share of common stock, $.001 par value $0.50 per share, of Sub shall, by virtue M&T (the “M&T Common Stock”) equal to the Exchange Ratio (the “Per Share Stock Consideration”) or (ii) an amount in cash equal to the product of the mergerPer Share Stock Consideration and the Closing Price (the “Per Share Cash Consideration”) ((i) and (ii) together, in the aggregate for all such shares of Xxxxxx Common Stock, the “Merger Consideration”). The calculations required by this Section 2.1(b) shall be converted into prepared jointly by M&T and become one (1) validly issued, fully paid and nonassessable ordinary share of the Surviving Corporation. (v) each share of capital stock of MailKey held in treasury as of the Effective Time shall, by virtue of the Merger, be canceled without payment of any consideration therefor and without any conversion thereof; (vi) each share of MailKey Capital Stock outstanding as of Xxxxxx prior to the Effective Time. For purposes of this Agreement, by virtue (i) “Exchange Ratio” means 0.08403, as may be adjusted pursuant to Section 2.1(d), and (ii) “Closing Price” means the average, rounded to the nearest one ten-thousandth of the Merger, shall no longer be outstanding and shall automatically be canceled and retired and shall cease to existclosing sale prices of M&T Common Stock on the New York Stock Exchange (the “NYSE”) as reported by The Wall Street Journal for the ten trading days immediately preceding the Closing Date.

Conversion of Stock. (a) At the Effective Time: (i) the shares representing 100% of the issued and outstanding ordinary shares of MailKey ("MAILKEY ORDINARY SHARES") as of the Closing (as that is defined in Section 2.1 hereof) shall, by virtue of the Merger and without any action on the part of the holders Buyer, Acquisition or the Seller: (i) All shares of such sharescommon stock, $.01 par value of the Seller (the "Seller Common Stock") outstanding or deemed outstanding immediately prior to the Effective Time, other than (A) shares held by the Seller as treasury stock and (B) Dissenting Shares (as defined in Section 1.10), shall be converted into and represent become the right to receive, in the aggregate, that number of shares (rounded down and shall be exchangeable subject to the payment of cash for the merger consideration set forth fractional shares as provided in Section 1.3 hereafter (the "MERGER CONSIDERATIOn"); (ii1.12) the shares representing 100% of the issued and outstanding Preferred A Shares of MailKey ("MAILKEY PREFERRED A SHARES") as of the Closing shall, by virtue of the Merger and without any action on the part of the holders of such shares, be converted into and represent the right to receive, and shall be exchangeable for the Merger Consideration as set forth in Section 1.3 hereafter; (iii) the shares representing 100% of the issued and outstanding Preferred B Shares of MailKey ("MAILKEY PREFERRED B SHARES", and together with MailKey Ordinary Shares and MailKey Preferred A Shares, the "MAILKEY CAPITAL STOCK") as of the Closing shall, by virtue of the Merger and without any action on the part of the holders of such shares, be converted into and represent the right to receive, and shall be exchangeable for the Merger Consideration as set forth in Section 1.3 hereafter; (iv) each issued and outstanding share of common stock, $.01 par value, of the Buyer ("Buyer Common Stock") determined pursuant to Section 1.6(b) (such shares of Buyer Common Stock are referred to hereinafter as the "Merger Consideration"). The Merger Consideration shall be reduced by the consideration that would otherwise be allocable pursuant to Section 1.6(c) to all Dissenting Shares if the holders thereof had not otherwise properly exercised rights under Section 262 of the DGCL. The Series A Preferred Stock, $.001 par value, and Series B Preferred Stock, $.001 par value per share, of Sub shall, by virtue of the mergerSeller (collectively, the "Preferred Stock"), together with all shares of Seller Common Stock are referred to hereinafter collectively as "Seller Stock." (ii) All shares of Seller Stock held at the Effective Time by the Seller as treasury stock shall be canceled and no payment shall be made with respect thereto. (iii) All Dissenting Shares shall be handled in accordance with Section 1.10. (iv) Each share of common stock of Acquisition, $.01 par value, outstanding immediately prior to the Effective Time shall be converted into and become one (1) validly issued, fully paid and nonassessable ordinary share of common stock, $.01 par value, of the Surviving Corporation. (vb) each share The Merger Consideration shall consist of capital stock 630,631 shares of MailKey held Buyer Common Stock; provided, however, 5,054 shares of the Merger Consideration shall be reserved to satisfy the shares due upon exercise of the 1998 Tranche (as defined in treasury as Section 5.19) of the warrant issued by the Seller to C/NET, Inc. (the "C/NET Warrant"). (c) The Merger Consideration shall be allocated among the holders of shares of Seller Common Stock outstanding or deemed outstanding immediately prior to the Effective Time shall, by virtue multiplying (i) the number of shares of Seller Common Stock held or deemed held by each such holder by (ii) the Merger, be canceled without payment of any consideration therefor and without any conversion thereof; (vi) each share of MailKey Capital Stock outstanding as of the Effective Time, by virtue of the Merger, shall no longer be outstanding and shall automatically be canceled and retired and shall cease to existConversion Ratio.

Conversion of Stock. (a) At the Effective Time: (i) the shares representing 100% of the issued and outstanding ordinary shares of MailKey ("MAILKEY ORDINARY SHARES") as of the Closing (as that is defined in Section 2.1 hereof) shall, by virtue of the Merger and without any action on the part of the holders of such shares, be converted into and represent the right to receive, and shall be exchangeable for the merger consideration set forth in Section 1.3 hereafter (the "MERGER CONSIDERATIOn"); (ii) the shares representing 100% of the issued and outstanding Preferred A Shares of MailKey ("MAILKEY PREFERRED A SHARES") as of the Closing shall, by virtue of the Merger and without any action on the part of the holders of such shares, be converted into and represent the right to receive, and shall be exchangeable for the Merger Consideration as set forth in Section 1.3 hereafter; (iii) the shares representing 100% of the issued and outstanding Preferred B Shares of MailKey ("MAILKEY PREFERRED B SHARES", and together with MailKey Ordinary Shares and MailKey Preferred A Shares, the "MAILKEY CAPITAL STOCK") as of the Closing shall, by virtue of the Merger and without any action on the part of the holders of such shares, be converted into and represent the right to receive, and shall be exchangeable for the Merger Consideration as set forth in Section 1.3 hereafter; (iv) each issued and outstanding share of common stock, $.001 par value per share, of Sub shall, by virtue of the merger, be converted into and become one (1) validly issued, fully paid and nonassessable ordinary share of the Surviving Corporation. (v) each share of capital stock of MailKey held in treasury as of the Effective Time shall, by virtue of the Merger, be canceled without payment of any consideration therefor and without any conversion thereof; (vi) each share of MailKey Capital Stock outstanding as of the Effective Time, by virtue of the MergerFirst Merger and without any further action on the part of Acquiror, Subs, the Company or any holder of any Shares or any shares of capital stock of Subs: (i) each Share issued and outstanding immediately prior to the Effective Time (other than Cancelled Shares and any Dissenting Shares) shall no longer be outstanding converted into the right to receive the applicable Closing Per Share Merger Consideration, together with any amounts that may be payable in respect of such Share from the Adjustment Escrow Account as provided in this Agreement and the Adjustment Escrow Agreement; (ii) each Share that is owned by the Acquiror or Subs immediately prior to the Effective Time shall automatically be canceled cancelled and retired and shall cease to exist, and no cash or other consideration shall be delivered or deliverable in exchange therefor; (iii) each Share that is held in the treasury of the Company or owned by the Company or any of its wholly owned Subsidiaries immediately prior to the Effective Time shall 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 Shares described in Section 2.7(a)(ii) and this Section 2.7(a)(iii), “Cancelled Shares”); and (iv) each share of common stock of Sub I issued and outstanding immediately prior to the Effective Time shall be converted into one fully paid share of common stock of the First Step Surviving Corporation. (b) At the Second Effective Time, by virtue of the Second Merger and without any further action on the part of Acquiror, the First Step Surviving Corporation, Sub II, the Company or any of their respective securityholders, each share of common stock of the First Step Surviving Company issued and outstanding immediately prior to the Second Effective Time shall be cancelled and extinguished without any conversion thereof and no payment or distribution shall be made with respect thereto and the outstanding shares of capital stock of Sub II shall remain outstanding as the shares of capital stock of the Surviving Corporation.

Conversion of Stock. At the Effective Time: (i) the shares representing 100% of the issued and outstanding ordinary shares of MailKey ("MAILKEY ORDINARY SHARES") as of the Closing (as that is defined in Section 2.1 hereof) shall, by virtue of the Merger and without any further action on the part of the Acquiror, Sub, the Company or any holder of any Company Shares (each such holder (other than holders of such sharesCancelled Shares), a “Company Stockholder”) or any shares of capital stock of Sub: (a) Each Company Share issued and outstanding immediately prior to the Effective Time (other than any Cancelled Shares and any Dissenting Shares) shall be converted into and represent the right to receive, subject to and shall be exchangeable for in accordance with the merger consideration procedures set forth in Section 1.3 hereafter 2.10 and Section 2.13 hereof, at the times specified herein, the number of Merger Consideration Units, if any, that is equal to: (i) in the case of a share of Company Series A Preferred Stock, (A) the Series A Per Share Merger Consideration, subject to adjustment pursuant to Section 2.13, divided by (B) the Merger Consideration Unit Issue Value (the "MERGER CONSIDERATIOn"“Series A Merger Consideration”); (ii) in the shares representing 100% case of a share of Company Series B Preferred Stock, (A) the issued and outstanding Preferred A Shares of MailKey Series B Per Share Merger Consideration, subject to adjustment pursuant to Section 2.13, divided by ("MAILKEY PREFERRED A SHARES"B) as of the Closing shall, by virtue of the Merger and without any action on the part of the holders of such shares, be converted into and represent the right to receive, and shall be exchangeable for the Merger Consideration as set forth in Section 1.3 hereafter;Unit Issue Value (the “Series B Merger Consideration”); and (iii) in the shares representing 100% case of a share of Company Common Stock, (A) the issued and outstanding Preferred B Shares of MailKey Common Per Share Merger Consideration, subject to adjustment pursuant to Section 2.13, divided by ("MAILKEY PREFERRED B SHARES", and together with MailKey Ordinary Shares and MailKey Preferred A Shares, the "MAILKEY CAPITAL STOCK"B) as of the Closing shall, by virtue of the Merger and without any action on the part of the holders of such shares, be converted into and represent the right to receive, and shall be exchangeable for the Merger Consideration as set forth in Section 1.3 hereafter; Unit Issue Value (iv) each issued the “Common Merger Consideration” and, together with the Series A Merger Consideration and outstanding share of common stockthe Series B Merger Consideration, $.001 par value per share, of Sub shall, by virtue of the merger, be converted into and become one (1) validly issued, fully paid and nonassessable ordinary share of the Surviving Corporation. (v) each share of capital stock of MailKey held in treasury as of the Effective Time shall, by virtue of the Merger, be canceled without payment of any consideration therefor and without any conversion thereof; (vi) each share of MailKey Capital Stock outstanding as “Merger Consideration”). As of the Effective Time, by virtue all such shares of the MergerCompany Series A Preferred Stock, Company Series B Preferred Stock and Company Common Stock shall no longer be outstanding and shall automatically be canceled cancelled and shall cease to exist, and shall thereafter only represent the right to receive the applicable Merger Consideration. (b) Each Company Share that is owned by the Acquiror or Sub immediately prior to the Effective Time (the “Acquiror-Owned Shares”) and the Acquiror Option for Company Shares shall automatically be cancelled and retired and shall cease to exist, and no cash or other consideration shall be delivered or deliverable in exchange therefor; (c) Each Company Share that is held in the treasury of the Company or owned by the Company or any of its wholly owned Subsidiaries immediately prior to the Effective Time shall automatically be cancelled and retired and shall cease to exist, and no cash or other consideration shall be delivered or deliverable in exchange therefore (the Company Shares described in Section 2.7(b) and this Section 2.7(c) shall be referred to herein as the “Cancelled Shares”); and (d) Each share of common stock, par value $0.001 per share, of Sub issued and outstanding immediately prior to the Effective Time shall be converted into one fully paid share of common stock, par value $0.001 per share, of the Surviving Corporation.

Conversion of Stock. At the Effective Time: (i) the shares representing 100% of the issued and outstanding ordinary shares of MailKey ("MAILKEY ORDINARY SHARES") as of the Closing (as that is defined in Section 2.1 hereof) shall, by By virtue of the Merger and without any action on the part of Coastal, Ameris or the holders of such sharesany of the following securities, be converted into and represent at the right to receive, and shall be exchangeable for the merger consideration set forth in Section 1.3 hereafter (the "MERGER CONSIDERATIOn");Effective Time: (iia) the shares representing 100% of the issued and outstanding Preferred A Shares of MailKey ("MAILKEY PREFERRED A SHARES") as of the Closing shall, by virtue of the Merger and without any action on the part of the holders of such shares, be converted into and represent the right to receive, and shall be exchangeable for the Merger Consideration as set forth in Section 1.3 hereafter; (iii) the shares representing 100% of the issued and outstanding Preferred B Shares of MailKey ("MAILKEY PREFERRED B SHARES", and together with MailKey Ordinary Shares and MailKey Preferred A Shares, the "MAILKEY CAPITAL STOCK") as of the Closing shall, by virtue of the Merger and without any action on the part of the holders of such shares, be converted into and represent the right to receive, and shall be exchangeable for the Merger Consideration as set forth in Section 1.3 hereafter; (iv) each issued and outstanding Each share of common stock, $.001 par value $1.00 per share, of Sub shall, by virtue of Ameris (“Ameris Common Stock”) issued and outstanding immediately prior to the merger, Effective Time shall continue to be converted into and become one (1) validly issued, fully paid and nonassessable ordinary share of common stock, par value $1.00, of the Surviving Company. (b) Subject to Sections 1.4(c) and 1.4(d), each share of the Surviving Corporation. common stock, no par value, of Coastal (vthe “Coastal Common Stock”) each share of capital stock of MailKey held in treasury as of the Effective Time shall, by virtue of the Merger, be canceled without payment of any consideration therefor issued and without any conversion thereof; (vi) each share of MailKey Capital Stock outstanding as of immediately prior to the Effective Time, by virtue including Trust Account Common Shares and DPC Common Shares, but excluding any Cancelled Shares and any Dissenting Shares, shall be converted, in accordance with the procedures set forth in Article II, into the right to receive 0.4671 shares (the “Exchange Ratio”) of Ameris Common Stock (the “Merger Consideration”), plus cash in lieu of fractional shares pursuant to Section 2.3(f). All of the Merger, shares of Coastal Common Stock converted into the right to receive the Merger Consideration pursuant to this Article I shall no longer be outstanding and shall automatically be canceled cancelled and retired shall cease to exist as of the Effective Time, and each certificate previously representing any such shares of Coastal Common Stock (each, a “Certificate”) shall thereafter represent only the right to receive the Merger Consideration (or cash in lieu of fractional shares) into which the shares of Coastal Common Stock represented by such Certificate have been converted pursuant to this Section 1.4 and Section 2.3(f), as well as any dividends to which holders of Coastal Common Stock become entitled in accordance with Section 2.3(c). (c) All shares of Coastal Common Stock that are owned by Coastal or Ameris (other than (i) shares of Coastal Common Stock held in trust accounts, managed accounts, mutual funds and the 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 (ii) shares of Coastal Common Stock held, directly or indirectly, by Coastal or Ameris in respect of a debt previously contracted (any such shares, “DPC Common Shares”)) shall be cancelled and shall cease to exist (any such shares, the “Cancelled Shares”) and no stock of Ameris or other consideration shall be delivered in exchange therefor. (d) Notwithstanding anything in this Agreement to the contrary, shares of Coastal Common Stock that are issued and outstanding immediately prior to the Effective Time and which are held by a shareholder who did not vote in favor of the Merger (or consent thereto in writing) and who is entitled to demand and properly demands the fair value of such shares pursuant to, and who complies in all respects with, the provisions of Sections 14-2-1321 and 14-2-1323 of the GBCC, shall not be converted into or be exchangeable for the right to receive the Merger Consideration (the “Dissenting Shares”), but instead such holder shall be entitled to payment of the fair value of such shares in accordance with the provisions of Sections 14-2-1301 to 14-2-1332 of the GBCC (and at the Effective Time, such Dissenting Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to exist), unless and until such holder shall have failed to perfect or shall have effectively withdrawn or lost rights to demand or receive the fair value of such shares of Coastal Common Stock under such provisions of the GBCC. If any shareholder dissenting pursuant to Sections 14-2-1301 to 14-2-1332 of the GBCC and this Section 1.4(d) shall have failed to perfect or shall have effectively withdrawn or lost such right, such holder’s shares of Coastal Common Stock shall thereupon be treated as if they had been converted into and become exchangeable for the right to receive, as of the Effective Time, the Merger Consideration for each such share of Coastal Common Stock, in accordance with Section 1.4(b), without any interest thereon. Coastal shall give Ameris (i) prompt notice of any written notices to exercise dissenters’ rights in respect of any shares of Coastal Common Stock, attempted withdrawals of such notices and any other instruments served pursuant to the GBCC and received by Coastal relating to dissenters’ rights and (ii) the opportunity to participate in negotiations and proceedings with respect to demands for fair value under the GBCC. Coastal shall not, except with the prior written consent of Ameris, voluntarily make any payment with respect to, or settle, or offer or agree to settle, any such demand for payment. Any portion of the Merger Consideration made available to the Exchange Agent pursuant to Article II to pay for shares of Coastal Common Stock for which dissenters’ rights have been perfected shall be returned to Ameris upon demand. (e) Immediately prior to the Effective Time, each share of Series A Preferred Stock of Coastal (the “Coastal Series A Preferred Stock”) that is issued and outstanding shall in accordance with its terms automatically convert into shares of Coastal Common Stock, on the basis of one share of Coastal Common Stock for each share of Coastal Series A Preferred Stock. (f) If Ameris changes the number of shares of Ameris Common Stock issued and outstanding prior to the Effective Time as a result of a stock split, stock combination, stock dividend or similar recapitalization with respect to such stock and the record date therefor shall be prior to the Effective Time, the Merger Consideration shall be proportionately adjusted as necessary to preserve the relative economic benefit to the Parties.

Conversion of Stock. At Pursuant to the Effective Time: (i) the shares representing 100% of the issued and outstanding ordinary shares of MailKey ("MAILKEY ORDINARY SHARES") as of the Closing (as that is defined in Section 2.1 hereof) shallMerger, by virtue of the Merger and without any action on the part of the holders of any outstanding shares of capital stock or securities of Seller or Merger Sub: (a) As of the Effective Time, each share of Seller Common Stock, together with the rights (the "SELLER RIGHTS"), if any, associated with each such sharesshare issued in connection with the Seller Rights Agreement (the "SELLER RIGHTS PLAN") dated May 24, 2002 between Seller and Mellon Investor Services LLC, issued and outstanding immediately prior to the Effective Time (other than shares of Seller Common Stock to be canceled pursuant to Section 2.1(c)), shall be automatically converted into 0.0841 (the "EXCHANGE RATIO") of a fully paid and represent nonassessable share of Buyer Common Stock. (b) As of the Effective Time, each holder of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Seller Common Stock shall cease to have any rights with respect thereto, except the right to receivereceive (i) a certificate (or direct registration) representing the number of whole shares of Buyer Common Stock into which such shares have been converted (the "BUYER CERTIFICATES"), and (ii) cash in lieu of fractional shares of Buyer Common Stock in accordance with Section 2.1(f), without interest. (c) As of the Effective Time, each share of Seller Common Stock held of record immediately prior to the Effective Time by Seller, Merger Sub, Buyer or any Subsidiary (as defined in Section 2.1(g)) of Seller or of Buyer shall be exchangeable for canceled and extinguished without any conversion thereof. (d) As of the merger consideration set forth in Section 1.3 hereafter Effective Time, each share of Common Stock, $0.01 par value, of Merger Sub (the "MERGER CONSIDERATIOnSUB COMMON STOCK"); (ii) the shares representing 100% of the issued and outstanding Preferred A Shares of MailKey ("MAILKEY PREFERRED A SHARES") as of immediately prior to the Closing shallEffective Time shall be canceled, by virtue of the Merger extinguished and without any action on the part of the holders of such shares, be automatically converted into and represent the right to receive, and shall be exchangeable for the Merger Consideration as set forth in Section 1.3 hereafter; (iii) the shares representing 100% of the issued and outstanding Preferred B Shares of MailKey ("MAILKEY PREFERRED B SHARES", and together with MailKey Ordinary Shares and MailKey Preferred A Shares, the "MAILKEY CAPITAL STOCK") as of the Closing shall, by virtue of the Merger and without any action on the part of the holders of such shares, be converted into and represent the right to receive, and shall be exchangeable for the Merger Consideration as set forth in Section 1.3 hereafter; (iv) each issued and outstanding share of common stock, $.001 par value per share, of Sub shall, by virtue of the merger, be converted into and become one (1) validly issued, fully paid and nonassessable ordinary share of Common Stock, $0.01 par value, of the Surviving Corporation. Each certificate evidencing ownership of a number of shares of Merger Sub Common Stock shall be deemed to evidence ownership of the same number of shares of Common Stock, $0.01, of the Surviving Corporation. (ve) each Without limiting any other provision of this Agreement, the Exchange Ratio shall be adjusted to reflect fully the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into Buyer Common Stock or Seller Common Stock), extraordinary dividend or distribution, reorganization, reclassification, recapitalization or other like change with respect to Buyer Common Stock or Seller Common Stock occurring or having a record date or an effective date on or after the date hereof and prior to the Effective Time. (f) No fraction of a share of capital stock of MailKey held in treasury as of the Effective Time shall, Buyer Common Stock will be issued by virtue of the Merger. Instead, each holder of shares of Seller Common Stock who would otherwise be canceled without payment entitled to a fraction of any consideration therefor and without any conversion thereof; (vi) each a share of MailKey Capital Buyer Common Stock outstanding (after aggregating all fractional shares of Buyer Common Stock to be received by such holder) shall receive from Buyer an amount of cash (rounded to the nearest whole cent, with .5 being rounded up) equal to the product of (i) such fraction, multiplied by (ii) the Buyer Closing Value. For the purposes of this Agreement, "BUYER CLOSING VALUE" shall mean the average of the closing sale prices per share of Buyer Common Stock as reported on the Nasdaq National Market ("NASDAQ") for each of the five trading days immediately preceding the Effective Time, by virtue of the Merger, shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist.

Conversion of Stock. At the Effective Time: (i) the shares representing 100% of the issued and outstanding ordinary shares of MailKey ("MAILKEY ORDINARY SHARES") as of the Closing (as that is defined in Section 2.1 hereof) shall, by virtue of the Merger and without any action on the part of Anchor, FS Bancorp or the holders of such shares, be converted into and represent any of the right to receive, and shall be exchangeable for the merger consideration set forth in Section 1.3 hereafter (the "MERGER CONSIDERATIOn");following securities: (iia) the shares representing 100% of the issued and outstanding Preferred A Shares of MailKey ("MAILKEY PREFERRED A SHARES") as of the Closing shall, by virtue of the Merger and without any action on the part of the holders of such shares, be converted into and represent the right to receive, and shall be exchangeable for the Merger Consideration as set forth in Section 1.3 hereafter; (iii) the shares representing 100% of the issued and outstanding Preferred B Shares of MailKey ("MAILKEY PREFERRED B SHARES", and together with MailKey Ordinary Shares and MailKey Preferred A Shares, the "MAILKEY CAPITAL STOCK") as of the Closing shall, by virtue of the Merger and without any action on the part of the holders of such shares, be converted into and represent the right to receive, and shall be exchangeable for the Merger Consideration as set forth in Section 1.3 hereafter; (iv) each issued and outstanding Each share of common stock, $.001 0.01 par value per sharevalue, of Sub shall, by virtue of FS Bancorp ("FS Bancorp Common Stock") issued and outstanding immediately prior to the merger, Effective Time shall continue to be converted into and become one (1) validly issued, fully paid and nonassessable ordinary non-assessable share of common stock, $0.01 par value, of the Surviving CorporationCompany. (vb) Subject to Sections 1.4(c) and 1.4(d), each share of capital stock common stock, $0.01 par value, of MailKey held in treasury as of Anchor (the Effective Time shall, by virtue of the Merger, be canceled without payment of any consideration therefor "Anchor Common Stock") issued and without any conversion thereof; (vi) each share of MailKey Capital Stock outstanding as of immediately prior to the Effective Time, by virtue including Trust Account Common Shares and DPC Common Shares (as such terms are defined in Section 1.4(c)), but excluding any Cancelled Shares (as defined Section 1.4(c)) and Dissenting Shares (as defined in Section 1.4(d)), shall be converted, in accordance with the procedures set forth in Article II, into the right to receive 0.2921 of a share (the "Exchange Ratio") of FS Bancorp Common Stock and $12.40 in cash (the "Merger Consideration"). The aggregate number of shares of Anchor Common Stock issued and outstanding immediately prior to the Effective Time shall not be greater than 2,484,030 shares of Anchor Common Stock, which is the number of shares issued and outstanding on the date hereof. All of the Merger, shares of Anchor Common Stock converted into the right to receive the Merger Consideration pursuant to this Article I shall no longer be outstanding and shall automatically be canceled cancelled and retired shall cease to exist as of the Effective Time, and each certificate previously representing any such shares of Anchor Common Stock (each, an "Existing Certificate"), (it being understood that any reference to an "Existing Certificate" shall be deemed, as appropriate, to include reference to book-entry account statements relating to the ownership of Anchor Common Stock, and it being further understood that provisions herein relating to Existing Certificates shall be interpreted in a manner that appropriately accounts for book-entry shares, including that, in lieu of delivery of an Existing Certificate and a letter of transmittal as specified herein, shares held in book-entry form may be transferred by means of an "agent's message" to the Exchange Agent or such other similar evidence of transfer as the Exchange Agent may reasonably request), shall thereafter represent only the right to receive the Merger Consideration including any cash in lieu of a fractional share interest into which the shares of Anchor Common Stock represented by such Existing Certificate have been converted pursuant to this Section 1.4 and Section 2.3(f), as well as any dividends as provided in Section 2.3(c). (c) Shares of Anchor Common Stock that are owned immediately prior to the Effective Time by (i) the Anchor Employee Stock Ownership Plan effective July 10, 2010 (the "Anchor ESOP") that have not been allocated to participant accounts and are applied as of the Effective Time to retire the loan indebtedness of the Anchor ESOP to Anchor based upon the value of the Merger Consideration at the Effective Time (the "Anchor ESOP Loan Shares") or (ii) Anchor or FS Bancorp (other than shares of Anchor Common Stock held in trust accounts, managed accounts, mutual funds and the like, or otherwise held in a fiduciary or agency capacity, that are beneficially owned by third parties (any such shares, "Trust Account Common Shares") and other than shares of Anchor Common Stock held, directly or indirectly, by Anchor or FS Bancorp in respect of a debt previously contracted (any such shares, "DPC Common Shares") shall be cancelled and shall cease to exist and no Merger Consideration shall be delivered in exchange therefor (any such shares, the "Cancelled Shares"). (d) Notwithstanding anything in this Agreement to the contrary, all shares of Anchor Common Stock that are issued and outstanding immediately prior to the Effective Time and which are held by a shareholder who did not vote in favor of the Merger (or consent thereto in writing) and who exercises dissenters rights when and in the manner required under Chapter 23B.13 of the WBCA shall not be converted into or be exchangeable for the right to receive the Merger Consideration (the "Dissenting Shares"), but instead such holder shall be entitled to only such rights as are granted with respect to the payment of the fair value of such shares under the applicable provisions of Chapter 23B.13 of the WBCA (and at the Effective Time, such Dissenting Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and such holder shall cease to have any rights with respect thereto, except the rights provided for pursuant to the foregoing provisions of the WBCA and this Section 1.4(d)), unless and until such holder shall have failed to perfect or shall have effectively withdrawn or lost rights to demand or receive the fair value of such shares of Anchor Common Stock under the WBCA. If any shareholder dissenting pursuant to the WBCA and this Section 1.4(d) shall have failed to perfect or shall have effectively withdrawn or lost such right, such holder's shares of Anchor Common Stock shall thereupon be treated as if they had been converted into and become exchangeable for the right to receive, as of the Effective Time, the Merger Consideration for each such share of Anchor Common Stock, in accordance with Section 1.4(b), without any interest thereon. Anchor shall give FS Bancorp (i) prompt notice of any written notices to exercise dissenters' rights in respect of any shares of Anchor Common Stock, attempted withdrawals of such notices and any other instruments served pursuant to the WBCA and received by Anchor relating to shareholders' dissenters' rights and (ii) the opportunity to participate in negotiations and proceedings with respect to demands for fair value under the WBCA. Anchor shall not, except with the prior written consent of FS Bancorp, voluntarily make any payment with respect to, or settle, or offer or agree to settle, any such demand for payment. Any Merger Consideration made available to the Exchange Agent as (defined in Section 2.1) pursuant to Article II to pay for shares of Anchor Common Stock for which dissenters' rights have been perfected shall be returned to FS Bancorp upon demand. (e) If, between the date of this Agreement and the Effective Time, the outstanding shares of FS Bancorp Common Stock shall have been increased, decreased, changed into or exchanged for a different number or kind of shares or securities as a result of a reorganization, recapitalization, reclassification, stock dividend, stock split, reverse stock split, or other similar change in capitalization, then an appropriate and proportionate adjustment shall be made to the Exchange Ratio to provide the holders of Anchor Common Stock converted into Merger Consideration the same economic effect as contemplated by this Agreement with respect to the Merger Consideration prior to such event; provided, however, that nothing in this Section 1.4(e) shall be construed to permit FS Bancorp to take any action with respect to its securities that is prohibited by the terms of this Agreement.

Conversion of Stock. At (a) On the Effective Time: Date, (i) the shares representing 100% each share of common stock, par value $.01 per share of the Bank (“Alliance Common Stock”), issued and outstanding ordinary immediately prior to the Effective Date shall, subject to the provisions of paragraph (c) of this Section 3, by virtue of the Merger and without any action on the part of the holder thereof, be converted into the number of shares of MailKey ("MAILKEY ORDINARY SHARES") as common stock, par value $.01 per share of the Closing Company (as that is defined “Company Common Stock”) equal to the exchange ratio (the “Exchange Ratio”) established by the Board of Directors of the Company in accordance with paragraph (b) of this Section 2.1 hereof3; (ii) each share of common stock, par value $.01 per share of Interim (“Interim Common Stock”), issued and outstanding immediately prior to the Effective Date shall, by virtue of the Merger and without any action on the part of the holders of such sharesholder thereof, be converted into and represent the right to receive, and shall be exchangeable for the merger consideration set forth in Section 1.3 hereafter (the "MERGER CONSIDERATIOn"); (ii) the shares representing 100% one share of common stock of the Surviving Bank; and (iii) each share of Company Common Stock issued and outstanding Preferred A Shares of MailKey ("MAILKEY PREFERRED A SHARES") as of immediately prior to the Closing Effective Date shall, by virtue of the Merger and without any action on the part of the holders of such sharesholder thereof, be converted into cancelled. By voting in favor of this Agreement, the Company, as the sole shareholder of Interim, shall have agreed (i) to issue shares of Company Common Stock in accordance with the terms hereof and represent the right (ii) to receive, and shall be exchangeable for the Merger Consideration as set forth in Section 1.3 hereafter; (iii) the shares representing 100% of the cancel all previously issued and outstanding Preferred B Shares shares of MailKey ("MAILKEY PREFERRED B SHARES", and together with MailKey Ordinary Shares and MailKey Preferred A Shares, Company Common Stock upon the "MAILKEY CAPITAL STOCK") as effectiveness of the Closing shallMerger. (b) The Exchange Ratio shall be the number, as determined by virtue the Board of Directors of the Merger and without any action on the part Company upon consideration of the holders number of such sharesAdditional Shares to be issued in accordance with the Plan of Additional Stock Issuance, be converted into and represent that, when multiplied by the right number of shares of Alliance Common Stock held by the shareholders of the Bank immediately prior to receive, and shall be exchangeable for the Merger Consideration as set forth other than the MHC (the “Bank Public Shareholders”), will result in Section 1.3 hereafter; the Bank Public Shareholders owning (ivwithout giving effect to any Additional Shares that may be acquired by the Bank Public Shareholders) each approximately the same percentage of issued and outstanding shares of Company Common Stock as Alliance Common Stock that they owned immediately prior to the Merger taking into consideration the cash paid in lieu of any fractional share of common stock, $.001 par value per share, of Sub shall, by virtue of the merger, be converted into and become one (1) validly issued, fully paid and nonassessable ordinary share of the Surviving Corporationinterest. (vc) Notwithstanding any other provision hereof, no fractional shares of Company Common Stock will be issued upon conversion of Alliance Common Stock pursuant to this Section 3. In lieu thereof, each holder of shares of Alliance Common Stock entitled to a fraction of Company Common Stock shall, at the time of surrender of certificates representing such holder’s shares of Alliance Common Stock, receive an amount of cash (without interest) equal to the amount determined by multiplying the fractional share interest to which such holder would otherwise be entitled by the Actual Purchase Price (as such term is defined in the Plan of capital stock of MailKey held in treasury as of Additional Stock Issuance). (d) On and after the Effective Time shallDate, by virtue there shall be no registration of transfers on the Merger, be canceled without payment stock transfer books of any consideration therefor and without any conversion thereof; (vi) each share Interim or the Bank of MailKey Capital shares of Interim Common Stock or the Alliance Common Stock which were outstanding as of immediately prior to the Effective Time, by virtue of the Merger, shall no longer be outstanding and shall automatically be canceled and retired and shall cease to existDate.

Conversion of Stock. At the Effective Time: (ia) the shares representing 100% Each share of the Acquisition that is issued and outstanding ordinary shares of MailKey immediately prior to the Effective Time shall remain issued and outstanding without change. ("MAILKEY ORDINARY SHARES"b) as All Shares held in the treasury of the Closing Company immediately prior to the Effective Time shall be cancelled, without the payment of any consideration therefor. (as that c) Each Non-Voting Share which is defined in Section 2.1 hereofoutstanding immediately prior to the Effective Time (other than Dissenting Shares, if any) shall, by virtue of the Merger and shall be converted without any action on the part of the holders of such shares, be converted into and represent the right to receiveholder thereof into, and shall be exchangeable for for (i) cash equal to the merger consideration set forth in Section 1.3 hereafter Fraction times the arithmetic difference of (X) the "MERGER CONSIDERATIOn"sum of $18 million plus the Non-Voting Percentage multiplied by the excess, if any, of the Company's Closing Net Worth over the Minimum Net Worth, minus (Y) the Non-Voting Percentage multiplied by the Dissenting Share Holdback, minus (Z) the Non-Voting Percentage multiplied by $18 million multiplied by the Underwriters' Discount (expressed as a percentage);; and (ii) the shares representing 100% of right to receive Additional Consideration determined as provided in Section 2.8. (d) Each Voting Share which is outstanding immediately prior to the issued and outstanding Preferred A Shares of MailKey Effective Time ("MAILKEY PREFERRED A SHARES"other than Dissenting Shares, if any) as of the Closing shall, by virtue of the Merger and shall be converted without any action on the part of the holders of such shares, be converted into and represent the right to receiveholder thereof into, and shall be exchangeable for for (i) that number of shares of Provant Common Stock equal to the Merger Consideration as set forth in Section 1.3 hereafter;Fraction times the arithmetic difference of (A) $18 million divided by the IPO Price, minus (B) the quotient of $5,310,000 divided by the IPO Price net of Underwriters' Discount, minus (C) the Non-Voting Percentage multiplied by $18 million, divided by the IPO Price, (ii) cash equal to the Fraction times the sum of (X) $5,310,000, plus (Y) the Voting Percentage multiplied by the excess, if any, of the Company's Closing Net Worth over the Minimum Net Worth, minus (Z) the Voting Percentage multiplied by the Dissenting Share Holdback, and (iii) the shares representing 100% right to receive Additional Consideration determined as provided in Section 2.8. Provant shall not issue any fractional share of the issued Provant Common Stock; in lieu of issuing a fractional share, Provant shall make a cash payment in accordance with Section 2.9. (e) Notwithstanding subsections 2.7(c) and outstanding Preferred B 2.7(d), Dissenting Shares of MailKey ("MAILKEY PREFERRED B SHARES", and together with MailKey Ordinary Shares and MailKey Preferred A Shares, the "MAILKEY CAPITAL STOCK") as of the Closing shall, by virtue of the Merger and without any action on the part of the holders of such shares, shall not be converted into and represent the right to receive, and shall be exchangeable for the Merger Consideration as set forth in receive cash or Provant Common Stock pursuant to such subsections or Section 1.3 hereafter; (iv) each issued and outstanding share of common stock, $.001 par value per share, of Sub shall, by virtue of the merger, be converted into and become one (1) validly issued, fully paid and nonassessable ordinary share of the Surviving Corporation. (v) each share of capital stock of MailKey held in treasury as of the Effective Time shall, by virtue of the Merger, be canceled without payment of any consideration therefor and without any conversion thereof; (vi) each share of MailKey Capital Stock outstanding as of 2.8. At the Effective Time, by virtue in lieu thereof, holders of Dissenting Shares shall be entitled solely to payment of the Merger, shall no longer be outstanding and shall automatically be canceled and retired and shall cease to existappraised value of such Dissenting Shares in accordance with the provisions of Article 15 of the VSCA.

Conversion of Stock. (a) At the Effective Time: (i) the shares representing 100% of the issued and outstanding ordinary common stock of Devonian, par value $0.0001 per share (the “Devonian Common Stock”) and the shares representing 100% of MailKey the issued and outstanding Series A Preferred Stock of Devonian, par value $0.0001 per share ("MAILKEY ORDINARY SHARES"the “Devonian Preferred Stock”)(together with the Devonian Common Stock, the “Devonian Shares”) as of the Closing Closing, with the accompanying certificates (as that is defined in Section 2.1 hereofto the extent such shares are represented by share certificates) shalland stock powers, shall be delivered to Merger Sub for cancellation, and by virtue of the Merger and without any action on the part of the holders of such sharesany holder thereof, be converted into and represent the right to receive, and shall be exchangeable for the merger consideration set forth in identified at Section 1.3 hereafter (the "MERGER CONSIDERATIOn"“Merger Consideration”); (ii) the shares representing 100% of the issued and outstanding Preferred A Shares of MailKey ("MAILKEY PREFERRED A SHARES") as of the Closing shall, by virtue of the Merger and without any action on the part of the holders of such shares, be converted into and represent the right to receive, and shall be exchangeable for the Merger Consideration as set forth in Section 1.3 hereafter; (iii) the shares representing 100% of the issued and outstanding Preferred B Shares of MailKey ("MAILKEY PREFERRED B SHARES", and together with MailKey Ordinary Shares and MailKey Preferred A Shares, the "MAILKEY CAPITAL STOCK") as of the Closing shall, by virtue of the Merger and without any action on the part of the holders of such shares, be converted into and represent the right to receive, and shall be exchangeable for the Merger Consideration as set forth in Section 1.3 hereafter; (iv) each issued and outstanding share of common stock, $.001 par value per share, of Sub shall, by virtue of the merger, be converted into and become one (1) validly issued, fully paid and nonassessable ordinary share of the Surviving Corporation. (v) each share of capital stock of MailKey Devonian held in treasury as of the Effective Time shall, by virtue of the Merger, shall be canceled without payment of any consideration therefor and without any conversion thereof; (viiii) each share of MailKey Capital Stock common stock of Merger Sub that is issued and outstanding as of the Effective Time shall be converted into and become one fully paid and non-assessable share of common stock, $0.0001 par value, of the Surviving Corporation, which shares shall thereafter constitute all of the issued and outstanding shares of capital stock of the Surviving Corporation; (iv) the Surviving Corporation shall assume the corporate existence of the Merger Sub as a wholly-owned subsidiary of Acquiror; and (v) each share of capital stock of Devonian outstanding as of the Effective Time, by virtue of the Merger, shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist. (b) From and after the Effective Time, there shall be no transfers on the stock transfer books of Devonian of shares of its capital stock that were outstanding immediately prior to the Effective Time. After the Effective Time, certificates for shares of Devonian capital stock that were outstanding immediately prior to the Effective Time shall be canceled and exchanged for the Merger Consideration as provided in this Agreement.

Conversion of Stock. At Pursuant to the Effective Time: (i) the shares representing 100% of the issued and outstanding ordinary shares of MailKey ("MAILKEY ORDINARY SHARES") as of the Closing (as that is defined in Section 2.1 hereof) shallMerger, by virtue of the Merger and without any action on the part of the holders of such sharesany outstanding shares of capital stock or other securities of FabCentric or Merger Sub: (a) As of the Effective Time, be converted each share of FabCentric Common Stock shall automatically convert into and represent the right to receive, and shall be exchangeable for the merger consideration set forth in Section 1.3 hereafter receive 0.0129946 shares of HPL Stock (the "MERGER CONSIDERATIOnCommon Exchange Ratio");, each share of FabCentric Series A Preferred Stock shall automatically convert into the right to receive 0.0600401 shares of HPL Stock (the "Series A Exchange Ratio") and each share of FabCentric Series B Preferred Stock shall automatically convert into the right to receive 0.1411366 shares of HPL Stock (the "Series B Exchange Ratio") (each, an "Exchange Ratio"). (b) As of the Effective Time, each holder of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of FabCentric Stock shall cease to have any rights with respect thereto, except the right to receive (i) a certificate (or direct registration) representing the number of whole shares of HPL Common Stock into which such shares have been converted (the "HPL Stock Certificates"), and (ii) the cash in lieu of fractional shares representing 100% of HPL Common Stock in accordance with Section 2.1(f), without interest. (c) As of the Effective Time, each share of FabCentric Stock held of record immediately prior to the Effective Time by FabCentric, Merger Sub, HPL or any "Subsidiary" (as defined in Section 2.1(g)) of FabCentric or of HPL shall be canceled and extinguished without any conversion thereof. (d) As of the Effective Time, each share of Common Stock, no par value, of Merger Sub (the "Merger Sub Common Stock") issued and outstanding Preferred A Shares of MailKey ("MAILKEY PREFERRED A SHARES") as of immediately prior to the Closing shallEffective Time shall be canceled, by virtue of the Merger extinguished and without any action on the part of the holders of such shares, be automatically converted into and represent the right to receive, and shall be exchangeable for the Merger Consideration as set forth in Section 1.3 hereafter; (iii) the shares representing 100% of the issued and outstanding Preferred B Shares of MailKey ("MAILKEY PREFERRED B SHARES", and together with MailKey Ordinary Shares and MailKey Preferred A Shares, the "MAILKEY CAPITAL STOCK") as of the Closing shall, by virtue of the Merger and without any action on the part of the holders of such shares, be converted into and represent the right to receive, and shall be exchangeable for the Merger Consideration as set forth in Section 1.3 hereafter; (iv) each issued and outstanding share of common stock, $.001 par value per share, of Sub shall, by virtue of the merger, be converted into and become one (1) validly issued, fully paid and nonassessable ordinary share of Common Stock, no par value, of the Surviving Corporation. Each certificate evidencing ownership of a number of shares of Merger Sub Common Stock shall be deemed to evidence ownership of the same number of shares of Common Stock, no par value, of the Surviving Corporation. (ve) each Each applicable Exchange Ratio shall be adjusted, or HPL shall make appropriate provision, to reflect appropriately the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into HPL Common Stock or FabCentric Stock), reorganization, recapitalization or other like change with respect to HPL Common Stock or FabCentric Stock occurring or having a record date or an effective date on or after the date hereof and prior to the Effective Time. (f) No fraction of a share of capital stock of MailKey held in treasury as of the Effective Time shall, HPL Common Stock will be issued by virtue of the Merger. Instead, each holder of shares of FabCentric Stock who would otherwise be canceled without payment entitled to a fraction of any consideration therefor and without any conversion thereof; (vi) each a share of MailKey Capital HPL Common Stock outstanding as (after aggregating all fractional shares of HPL Common Stock to be received by such holder) shall receive from HPL an amount of cash (rounded down to the Effective Time, by virtue of the Merger, shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist.nearest whole cent)

Conversion of Stock. At (a) On the Effective Time: Date, (i) the shares representing 100% each share of the Bank Common Stock issued and outstanding ordinary immediately prior to the Effective Date (other than shares as to which the holders thereof have properly exercised dissenter's rights of MailKey ("MAILKEY ORDINARY SHARES") as of the Closing (as that is defined in Section 2.1 hereofappraisal, if any) shall, by virtue of the Bank Merger and without any action on the part of the holders of such sharesholder thereof, be converted into and represent the right to receivereceive Holding Company Common Stock based on the Exchange Ratio, and shall be exchangeable for as defined in the merger consideration set forth Plan of Conversion, plus the right to receive cash in lieu of any fractional share interest, as determined in accordance with Section 1.3 hereafter (the "MERGER CONSIDERATIOn"); 3(c) hereof, (ii) the shares representing 100% each share of the common stock, $1.00 par value per share, of Interim ("Interim Common Stock") issued and outstanding Preferred A Shares of MailKey ("MAILKEY PREFERRED A SHARES") as of immediately prior to the Closing Effective Date shall, by virtue of the Bank Merger and without any action on the part of the holders of such sharesholder thereof, be converted into and represent the right to receiveone share of Bank Common Stock, and shall be exchangeable for the Merger Consideration as set forth in Section 1.3 hereafter; (iii) the shares representing 100% each share of the Holding Company Common Stock issued and outstanding Preferred B Shares of MailKey ("MAILKEY PREFERRED B SHARES", and together with MailKey Ordinary Shares and MailKey Preferred A Shares, immediately prior to the "MAILKEY CAPITAL STOCK") as of the Closing Effective Date shall, by virtue of the Bank Merger and without any action on the part of the holders of such sharesholder thereof, be converted into and represent cancelled. By voting in favor of this Plan of Merger, the right Holding Company, as the sole stockholder of Interim, shall have agreed to receive(i) issue shares of Holding Company Common Stock in accordance with the terms hereof, and shall be exchangeable for the Merger Consideration as set forth in Section 1.3 hereafter; (ivii) each cancel all previously issued and outstanding share shares of common stock, $.001 par value per share, of Sub shall, by virtue Holding Company Common Stock upon the effectiveness of the merger, be converted into and become one (1) validly issued, fully paid and nonassessable ordinary share of the Surviving CorporationBank Merger. (vb) On and after the Effective Date, there shall be no registrations of transfers on the stock transfer books of Interim or the Bank of shares of Interim Common Stock or Bank Common Stock which were outstanding immediately prior to the Effective Date. (c) Notwithstanding any other provision hereof, no fractional shares of Holding Company Common Stock shall be issued to holders of Bank Common Stock. In lieu thereof, each holder of shares of Bank Common Stock entitled to a fraction of a share of capital stock Holding Company Common Stock shall, at the time of MailKey held in treasury as surrender of the Effective Time shallcertificate or certificates representing such holder's shares, receive an a mount of cash equal to the product arrived at by virtue multiplying such fraction of a share of Holding Company Common Stock by the MergerActual Purchase Price, as defined in the Plan of Conversion. No such holder shall be canceled without payment entitled to dividends, voting rights or any other rights in respect of any consideration therefor and without any conversion thereof; (vi) each share of MailKey Capital Stock outstanding as of the Effective Time, by virtue of the Merger, shall no longer be outstanding and shall automatically be canceled and retired and shall cease to existfractional share.

Conversion of Stock. (a) For purposes of this Agreement, "Merger Consideration" means 2,755,000 shares of common stock, $0.01 par value per share, of Procept ("Procept Common Stock") reduced by the number of shares of Procept Common Stock which would be issued but for the terms of Section 262 of the DGCL in respect of Dissenting Shares (as defined in Section 1.8). (b) At the Effective Time: (i) the shares representing 100% of the issued and outstanding ordinary shares of MailKey ("MAILKEY ORDINARY SHARES") as of the Closing (as that is defined in Section 2.1 hereof) shall, by virtue of the Merger and without any action on the part of Procept or Pacific: (i) All shares of Common Stock of Pacific, $0.02 par value per share (the holders "Pacific Common Stock") and all shares of such sharesPreferred Stock of Pacific, $25 par value per share, (the "Pacific Preferred Stock" collectively, with the Pacific Common Stock the "Pacific Stock") outstanding immediately prior to the Effective Time, other than Dissenting Shares (as defined in Section 1.8), shall be converted into and represent become the right to receive, and shall be exchangeable (subject to the payment of cash for the merger consideration set forth fractional shares as provided in Section 1.3 hereafter (the "MERGER CONSIDERATIOn"1.10) shares of Procept Common Stock in accordance with Section 1.6(c);. (ii) All options and warrants to purchase Pacific Stock outstanding immediately prior to the Effective Time, shall be exercisable for that number of shares representing 100% of Procept Common Stock which such option or warrant holder would have been entitled to receive if the underlying Pacific Stock had converted in the Merger, at an exercise price per share equal to the aggregate exercise price of the issued and outstanding Preferred A Shares Pacific option or warrant exchanged divided by the number of MailKey ("MAILKEY PREFERRED A SHARES") as shares of Procept Common Stock subject to the Closing shall, by virtue of the Merger and without any action on the part of the holders of such shares, be converted into and represent the right to receivenew option or warrant, and shall be exchangeable for otherwise having the Merger Consideration same terms and conditions as set forth the Pacific option or warrant and otherwise in accordance with the terms of Section 1.3 hereafter;5.19. (iii) All shares of Pacific Stock held at the shares representing 100% Effective Time by Pacific as treasury stock or by a subsidiary of the issued and outstanding Preferred B Shares of MailKey ("MAILKEY PREFERRED B SHARES", and together with MailKey Ordinary Shares and MailKey Preferred A Shares, the "MAILKEY CAPITAL STOCK") as of the Closing shall, by virtue of the Merger and without any action on the part of the holders of such shares, be converted into and represent the right to receive, and Pacific shall be exchangeable for the Merger Consideration as set forth in Section 1.3 hereafter;canceled and no payment shall be made with respect thereto. (iv) each issued and outstanding share All Dissenting Shares shall be dealt with in accordance with Section 1.8. (v) All shares of common stockCommon Stock of PAC, $.001 0.01 par value per share, of Sub shalloutstanding immediately prior to the Effective Time, by virtue of the merger, shall be converted into and become one (1) validly issued, fully paid and nonassessable ordinary share the right to receive the same number of shares of the Surviving Corporation. (vc) each share The Merger Consideration shall be allocated among the holders of capital stock shares of MailKey held in treasury as of Pacific Stock outstanding immediately prior to the Effective Time shall, by virtue allocating to each such holder of the Merger, be canceled without payment of any consideration therefor and without any conversion thereof; (vi) each share of MailKey Capital Pacific Stock outstanding as of at the Effective Time, Time (other than the holders of Dissenting Shares) that number of shares of Procept Common Stock determined by virtue multiplying the number of shares of Pacific Common Stock held by each such holder or issuable to a holder on conversion of Pacific Preferred Stock held by such holder by the Merger, shall no longer be outstanding and shall automatically be canceled and retired and shall cease to existConversion Factor (as defined below).

Conversion of Stock. (a) At the Effective Time: (i) Each share of Company Stock then issued and outstanding, including shares issued to the Exercising Optionees as contemplated by Section 1.2(a)(ii) (other than (i) any shares representing 100% of Common Stock that are held by any Subsidiary of the issued Company, or which are held, directly or indirectly, by FMI or any direct or indirect Subsidiary of FMI, all of which shall be canceled and outstanding ordinary none of which shall receive any payment with respect thereto and (ii) shares of MailKey ("MAILKEY ORDINARY SHARES") Common Stock held by Dissenting Shareholders, as of the Closing (as that is defined in Section 2.1 hereof1.3) shall, by virtue of the Merger and without any action on the part of the holders of such sharesholder thereof, be converted into and represent the right to receive, receive the number of shares of FMI Stock and shall be exchangeable for the merger consideration EMKT Stock set forth in Section 1.3 hereafter 1.2(b), subject to adjustment as set forth below (the "MERGER CONSIDERATIOnMerger Consideration"); (ii) On the shares representing 100% Closing Date, the Company shall cause 32 percent of all unvested Company Options (as defined in Section 1.6) to become vested and be immediately exercisable, and will cause to be exercised such newly vested Company Options, and all other Company Options previously vested and not exercised. On the Closing Date, the holders of such newly and previously vested Company Options (the "Exercising Optionees") shall be entitled to receive their pro rata share of the Merger Consideration. (iii) The Company shall cause all outstanding Warrants (as defined in Section 1.8) to be vested and exercised by the holders thereof immediately prior to the Closing, whereupon the Company Common Stock issued upon exercise of such Warrants shall receive the Merger Consideration set forth in Section 1.2(b); provided, however, that the Company shall cause the Warrants set forth in Schedule 1.2 (the "Canceled Warrants") to be canceled prior to the Closing. (b) The Merger Consideration shall consist of (i) 719,999 shares of FMI Stock and outstanding Preferred A (ii) 523,243 shares of EMKT Stock to be allocated among the Sellers, the Exercising Optionees and the holders of Warrants as shall be directed by the Board of Directors of the Company in accordance with the Company's Fifth Amended and Restated Articles of Incorporation (the "Company Articles"), as set forth in Schedule 1.2. If prior to the Closing Date the Company shall undertake a bridge financing for its working capital needs in an amount not less than $100,000, then the Merger Consideration shall be increased by an additional 30,000 shares of EMKT Stock. If the Board of Directors of the Company shall so direct, up to 30,000 EMKT Shares of MailKey the Merger Consideration shall be issued to the provider of such bridge financing. (c) 71,999 shares of FMI Stock shall be retained by FMI from the Merger Consideration (the "MAILKEY PREFERRED A SHARESIndemnification Holdback"), which shall be applied as set forth in Article VIII. (d) Three days prior to the Closing Date, the Company shall deliver to EMKT and FMI its best estimate, as of the Closing shallDate, by virtue of the Merger and without any Company's net worth, which shall be calculated consistent with the financial statements subject to the Audit referred to in Section 5.1 (the "Estimated Net Worth"). If the Estimated Net Worth is less than $0.00, then the Principal Sellers shall take such action on (including contributing cash or assets to the part Company, causing the Company to issue new capital stock or forgiving loans to the Company), so that the net worth of the holders of such shares, Company will be converted into and represent at least $0.00 at the right to receive, and Closing. EMKT shall be exchangeable for as soon as practical after the Merger Consideration as set forth in Section 1.3 hereafter; (iii) Closing cause the shares representing 100% financial statements of the issued and outstanding Preferred B Shares of MailKey ("MAILKEY PREFERRED B SHARES", and together with MailKey Ordinary Shares and MailKey Preferred A Shares, the "MAILKEY CAPITAL STOCK") Company as of the Closing shall, by virtue of Date to be audited (the Merger and without any action on the part of the holders of such shares, be converted into and represent the right to receive, and shall be exchangeable for the Merger Consideration as set forth in Section 1.3 hereafter; (iv) each issued and outstanding share of common stock, $.001 par value per share, of Sub shall, by virtue of the merger, be converted into and become one (1) validly issued, fully paid and nonassessable ordinary share of the Surviving Corporation"Closing Date Audit"). (v) each share of capital stock of MailKey held in treasury as of the Effective Time shall, by virtue of the Merger, be canceled without payment of any consideration therefor and without any conversion thereof; (vi) each share of MailKey Capital Stock outstanding as of the Effective Time, by virtue of the Merger, shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist.

Conversion of Stock. At the Effective Time, and without any action on the part of the parties hereto, the Rare Telephony Shareholders or any other party: (ia) the shares representing 100% of the issued and outstanding ordinary shares common stock of MailKey Rare Telephony ("MAILKEY ORDINARY SHARESRare Telephony Common Stock") as of the Closing (the "Closing") (as that such term is defined in Section 2.1 hereofbelow) (other than "Dissenting Shares", as defined herein) shall, by virtue of the Merger and without any action on the part of the holders of such sharesany holder thereof, be converted into and represent the right to receive, and shall be exchangeable for the merger consideration set forth in identified at Section 1.3 hereafter (the "MERGER CONSIDERATIOnMerger Consideration"); (ii) the shares representing 100% of the issued and outstanding Preferred A Shares of MailKey ("MAILKEY PREFERRED A SHARES") as of the Closing shall, by virtue of the Merger and without any action on the part of the holders of such shares, be converted into and represent the right to receive, and shall be exchangeable for the Merger Consideration as set forth in Section 1.3 hereafter; (iii) the shares representing 100% of the issued and outstanding Preferred B Shares of MailKey ("MAILKEY PREFERRED B SHARES", and together with MailKey Ordinary Shares and MailKey Preferred A Shares, the "MAILKEY CAPITAL STOCK") as of the Closing shall, by virtue of the Merger and without any action on the part of the holders of such shares, be converted into and represent the right to receive, and shall be exchangeable for the Merger Consideration as set forth in Section 1.3 hereafter; (iv) each issued and outstanding share of common stock, $.001 par value per share, of Sub shall, by virtue of the merger, be converted into and become one (1) validly issued, fully paid and nonassessable ordinary share of the Surviving Corporation. (vb) each share of capital stock of MailKey Rare Telephony held in treasury as of the Effective Time shall, by virtue of the Merger, be canceled without payment of any consideration therefor and without any conversion thereof; (vic) each share of MailKey Capital Stock common stock of the Sub that is issued and outstanding as of the Effective Time (100 shares of common stock of Sub owned by Acquiror prior to the Effective Time, by virtue ) shall continue to represent one share of common stock of the Surviving Corporation after the Merger, which shares shall thereafter constitute all of the issued and outstanding shares of capital stock of the Surviving Corporation; (d) from and after the Effective Time, there shall be no longer be transfers on the stock transfer books of the Surviving Corporation of shares of Rare Telephony Common Stock (or any warrants or other rights to acquire any of the same) that were outstanding and immediately prior to the Effective Time. After the Effective Time, certificates for shares of Rare Telephony Common Stock (or any warrants or other rights to acquire any of the same) that were outstanding immediately prior to the Effective Time shall automatically be canceled and retired exchanged for the consideration to be received therefor in connection with the Merger as provided in this Agreement; and (e) no fractional shares of stock shall be issued in the Merger, and each holder of Rare Telephony Common Stock entitled to receive as part of the Merger Consideration fractional shares shall cease receive that number of shares of stock rounded to existthe nearest whole number; provided, however, that the Merger Consideration shall in no event exceed 1,551,020 shares of Acquiror common stock.

Conversion of Stock. At the Effective Time: (i) the shares representing 100% of the issued and outstanding ordinary shares of MailKey ("MAILKEY ORDINARY SHARES") as of the Closing (as that is defined in Section 2.1 hereof) shall, by virtue of the Merger and without any further action on the part of the holders Buyer, Merger Sub, the Company or any holder of such sharesany Stock or any shares of capital stock of Merger Sub and in accordance with Sections 2(a) and 2(b) of the Amended and Restated Certificate: (a) Each share of Common Stock issued and outstanding immediately prior to the Effective Time (other than Buyer Shares, Restricted Stock, Cancelled Shares and any Dissenting Shares) shall be converted into and represent the right to receive: (i) the Per Share Common Stock Cash Merger Consideration, provided, however, that if such share is a share of Common Stock Subject to Promissory Note, minus the per share Aggregate Outstanding Note Amount applicable to such share; (ii) any amounts that may be payable in respect of such Stock from the Indemnity Escrow Fund as provided in this Agreement and the Escrow Agreement, at the respective times and subject to the contingencies specified herein and therein, and shall (iii) any amounts that may be exchangeable for payable in respect of such Stock from the merger consideration set forth Seller Representative Reserve as provided in Section 1.3 hereafter (this Agreement, at the "MERGER CONSIDERATIOn")respective times and subject to the contingencies specified herein; (iib) the shares representing 100% Each share of the Preferred Stock issued and outstanding Preferred A immediately prior to the Effective Time (other than Cancelled Shares of MailKey ("MAILKEY PREFERRED A SHARES"and any Dissenting Shares) as of the Closing shall, by virtue of the Merger and without any action on the part of the holders of such shares, shall be converted into and represent the right to receive: (i) the Per Share Preferred Stock Cash Merger Consideration, in cash, without interest, (ii) any amounts that may be payable in respect of such Stock from the Indemnity Escrow Fund as provided in this Agreement and the Escrow Agreement, at the respective times and subject to the contingencies specified herein and therein, and shall (iii) any amounts that may be exchangeable for payable in respect of such Stock from the Merger Consideration Seller Representative Reserve as set forth provided in Section 1.3 hereafterthis Agreement, at the respective times and subject to the contingencies specified herein; (iiic) the shares representing 100% of the issued and outstanding Preferred B Shares of MailKey ("MAILKEY PREFERRED B SHARES", and together with MailKey Ordinary Shares and MailKey Preferred A Shares, the "MAILKEY CAPITAL STOCK") as of the Closing shall, by virtue of the Merger and without any action on the part of the holders of such shares, be converted into and represent the right to receive, and shall be exchangeable for the Merger Consideration as set forth in Section 1.3 hereafter; (iv) each issued and outstanding share of common stock, $.001 par value per share, of Sub shall, by virtue of the merger, be converted into and become one (1) validly issued, fully paid and nonassessable ordinary Each share of the Surviving Corporation. Stock that is owned by the Buyer, Infor Retail or Merger Sub (vincluding the Buyer Shares) each share of capital stock of MailKey held in treasury as of the Effective Time shall, by virtue of the Merger, be canceled without payment of any consideration therefor and without any conversion thereof; (vi) each share of MailKey Capital Stock outstanding as of immediately prior to the Effective Time, by virtue of the Merger, shall no longer be outstanding and shall automatically be canceled cancelled and retired and shall cease to exist, and no cash or other consideration shall be delivered or deliverable in exchange therefor; (d) Each share of the Stock that is held in the treasury of the Company or owned by the Company immediately prior to the Effective Time shall automatically be cancelled and retired and shall cease to exist, and no cash or other consideration shall be delivered or deliverable in exchange therefore (shares of the Stock described in Section 2.7(c) and this Section 2.7(d), “Cancelled Shares”); 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 be converted into one fully paid share of common stock, par value $0.01 per share, of the Surviving Corporation.

Conversion of Stock. (a) At the Effective Time: , each Share (i) other than Shares held by the shares representing 100% of the issued Company and outstanding ordinary shares of MailKey ("MAILKEY ORDINARY SHARES") as of the Closing (as that is defined in Section 2.1 hereofany Dissenting Shares) shall, by virtue of the Merger and without any action on the part of the holders of holder thereof (any such sharesholder, an “Eligible Holder”), be converted into and represent thereafter evidence the right to receive the Per Common Share Initial Merger Consideration or Per Preferred Share Initial Merger Consideration, in cash, without interest, together with any additional portion of the Deferred Merger Consideration that becomes payable with respect to the Common Stock or Preferred Stock, as applicable, pursuant to this Agreement or the Escrow Agreement. Each Share issued and outstanding immediately prior to the Effective Time, when converted in accordance with this Section 3.01(a), shall no longer be outstanding, shall automatically be canceled and shall cease to exist. (b) After the Effective Time, each Eligible Holder who holds certificates formerly representing Shares shall have no rights with respect to the Surviving Corporation in such Eligible Holder’s capacity as a Shareholder, except the right to receive, and shall be exchangeable for without interest, the merger consideration set forth Per Common Share Initial Merger Consideration or Per Preferred Share Initial Merger Consideration, in Section 1.3 hereafter (cash, without interest, upon delivery of the "MERGER CONSIDERATIOn");Shareholder Documents, together with any Deferred Merger Consideration in respect of each such Share that becomes payable pursuant to this Agreement or the Escrow Agreement. (iic) At the shares representing 100% Effective Time, each share of the common stock, with no stated par value, of Merger Sub (“Merger Sub Common Stock”) issued and outstanding Preferred A Shares of MailKey ("MAILKEY PREFERRED A SHARES") as of immediately prior to the Closing Effective Time shall, by virtue of the Merger and without any action on the part of the holders of such sharesParent, be converted into and represent the right to receive, and shall be exchangeable for the Merger Consideration as set forth in Section 1.3 hereafter; (iii) the shares representing 100% of the issued and outstanding Preferred B Shares of MailKey ("MAILKEY PREFERRED B SHARES", and together with MailKey Ordinary Shares and MailKey Preferred A Shares, the "MAILKEY CAPITAL STOCK") as of the Closing shall, by virtue of the Merger and without any action on the part of the holders of such shares, be converted into and represent the right to receive, and shall be exchangeable for the Merger Consideration as set forth in Section 1.3 hereafter; (iv) each issued and outstanding thereafter evidence one share of common stock, $.001 with no stated par value per sharevalue, of Sub shall, by virtue of the merger, be converted into and become one (1) validly issued, fully paid and nonassessable ordinary share of the Surviving Corporation. (vd) each share of capital stock of MailKey held in treasury as of the Effective Time shall, by virtue of the Merger, be canceled without payment of any consideration therefor and without any conversion thereof; (vi) each share of MailKey Capital Stock outstanding as of At the Effective Time, each Share held by virtue of the Merger, Company as a treasury share immediately prior to the Effective Time shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and no payment shall be made with respect thereto. (e) At and after the Effective Time, there shall be no transfers on the share transfer books of the Company of any shares of capital stock that were outstanding immediately prior to the Effective Time. If, after the Effective Time, certificates representing Shares are presented to the Surviving Corporation, they shall be canceled and exchanged as provided in this Section 3.01 and Section 3.03.

Conversion of Stock. At the Effective Time: (i) the shares representing 100% of the issued and outstanding ordinary shares of MailKey ("MAILKEY ORDINARY SHARES") as of the Closing (as that is defined in Section 2.1 hereof) shall, by virtue of the Merger and without any action on the part of Washington Banking, Heritage or the holders holder of such shares, be converted into and represent any of the right to receive, and shall be exchangeable for the merger consideration set forth in Section 1.3 hereafter (the "MERGER CONSIDERATIOn");following securities: (iia) the shares representing 100% Each share of the issued and outstanding Preferred A Shares of MailKey ("MAILKEY PREFERRED A SHARES") as of the Closing shall, by virtue of the Merger and without any action on the part of the holders of such shares, be converted into and represent the right to receive, and shall be exchangeable for the Merger Consideration as set forth in Section 1.3 hereafter; (iii) the shares representing 100% of the issued and outstanding Preferred B Shares of MailKey ("MAILKEY PREFERRED B SHARES", and together with MailKey Ordinary Shares and MailKey Preferred A Shares, the "MAILKEY CAPITAL STOCK") as of the Closing shall, by virtue of the Merger and without any action on the part of the holders of such shares, be converted into and represent the right to receive, and shall be exchangeable for the Merger Consideration as set forth in Section 1.3 hereafter; (iv) each issued and outstanding share of common stock, $.001 no par value per share, of Sub shall, by virtue of Heritage (“Heritage Common Stock”) issued and outstanding immediately prior to the merger, Effective Time shall continue to be converted into and become one (1) validly issued, fully paid and nonassessable ordinary share of common stock, no par value per share, of the Surviving Corporation. (vb) Subject to Section 1.4(e), each share of capital stock the common stock, no par value per share, of MailKey held in treasury as of the Effective Time shall, by virtue of the Merger, be canceled without payment of any consideration therefor Washington Banking (“Washington Banking Common Stock”) issued and without any conversion thereof; (vi) each share of MailKey Capital Stock outstanding as of immediately prior to the Effective Time, by virtue except for Cancelled Shares (as defined in Section 1.4(c)) and Dissenting Shares (as defined in Section 1.4(d)), shall be converted into the right to receive a fraction of a share of Heritage Common Stock equal to 0.89000 (the “Exchange Ratio”) and $2.75 in cash (the “Per Share Cash Consideration”) (collectively, the “Merger Consideration”). All of the Merger, shares of Washington Banking Common Stock converted into the right to receive the Merger Consideration pursuant to this Section 1.4(b) shall no longer be outstanding and shall automatically be canceled cancelled and retired shall cease to exist as of the Effective Time, and each certificate previously representing any such shares of Washington Banking Common Stock (each, a “Certificate”, it being understood that any reference to “Certificate” shall be deemed, as appropriate, to include reference to book-entry account statements relating to the ownership of Washington Banking Common Stock, and it being further understood that provisions herein relating to Certificates shall be interpreted in a manner that appropriately accounts for book-entry shares, including that, in lieu of delivery of a Certificate and a letter of transmittal as specified herein, shares held in book-entry form may be transferred by means of an “agent’s message” to the Exchange Agent or such other similar evidence of transfer as the Exchange Agent may reasonably request) shall thereafter represent only the right to receive the Merger Consideration into which the shares of Washington Banking Common Stock represented by such Certificate have been converted pursuant to this Section 1.4(b), as well as any cash in lieu of a fractional share interest as provided in Section 2.3(f) and any dividends as provided in Section 2.3(c). (c) At the Effective Time, all shares of Washington Banking Common Stock that are owned by Washington Banking or Heritage (in each case other than in a fiduciary or agency capacity or as a result of debts previously contracted) shall be cancelled and shall cease to exist and no Merger Consideration or other consideration shall be delivered in exchange therefor (such cancelled shares, the “Cancelled Shares”). (d) Notwithstanding anything in this Agreement to the contrary, all shares of Washington Banking Common Stock that are issued and outstanding immediately prior to the Effective Time and which are held by a shareholder who did not vote in favor of the Merger (or consent thereto in writing) and who exercises dissenters rights when and in the manner required under Chapter 23B.13 of the WBCA shall not be converted into or be exchangeable for the right to receive the Merger Consideration (the “Dissenting Shares”), but instead such holder shall be entitled to only such rights as are granted with respect to the payment of the fair value of such shares under the applicable provisions of Chapter 23B.13 of the WBCA (and at the Effective Time, such Dissenting Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and such holder shall cease to have any rights with respect thereto, except the rights provided for pursuant to the foregoing provisions of the WBCA and this Section 1.4(d)), unless and until such holder shall have failed to perfect or shall have effectively withdrawn or lost rights to demand or receive the fair value of such shares of Washington Banking Common Stock under the WBCA. If any shareholder dissenting pursuant to the WBCA and this Section 1.4(d) shall have failed to perfect or shall have effectively withdrawn or lost such right, such holder’s shares of Washington Banking Common Stock shall thereupon be treated as if they had been converted into and become exchangeable for the right to receive, as of the Effective Time, the Merger Consideration for each such share of Washington Banking Common Stock, in accordance with Section 1.4(b), without any interest thereon. Washington Banking shall give Heritage (i) prompt notice of any written notices to exercise dissenters’ rights in respect of any shares of Washington Banking Common Stock, attempted withdrawals of such notices and any other instruments served pursuant to the WBCA and received by Washington Banking relating to shareholders’ dissenters’ rights and (ii) the opportunity to participate in negotiations and proceedings with respect to demands for fair value under the WBCA. Washington Banking shall not, except with the prior written consent of Heritage, voluntarily make any payment with respect to, or settle, or offer or agree to settle, any such demand for payment. Any portion of the Merger Consideration made available to the Exchange Agent as defined in Section 2.1) pursuant to Article II to pay for shares of Washington Banking Common Stock for which dissenters’ rights have been perfected shall be returned to Heritage upon demand. (e) If, between the date of this Agreement and the Effective Time, the outstanding shares of Heritage Common Stock shall have been increased, decreased, changed into or exchanged for a different number or kind of shares or securities as a result of a reorganization, recapitalization, reclassification, stock dividend, stock split or similar event, an appropriate and proportionate adjustment shall be made to the Exchange Ratio to provide the holders of Washington Banking Common Stock converted into Merger Consideration the same economic effect as contemplated by this Agreement with respect to the stock portion of the Merger Consideration prior to such event, and as so adjusted shall, from and after the date of such event, be the Exchange Ratio, provided, that nothing in this Section 1.4(e) shall be construed to permit Heritage to take any action with respect to its securities that is prohibited by the terms of this Agreement.

Conversion of Stock. At As of the Effective Time: (i, subject to Section 1.5(b), Section 1.6(b) the shares representing 100% of the issued and outstanding ordinary shares of MailKey ("MAILKEY ORDINARY SHARES") as of the Closing (as that is defined in Section 2.1 hereof) shall1.6(e), by virtue of the Merger and without any action on the part of Acquisition Sub, the Company or the holders of such sharesany securities of the Constituent Corporations, each of the shares of Company Capital Stock (as hereinafter defined) held by any of the stockholders of the Company (collectively, the "Company Stockholders") shall be automatically converted into the right to receive a portion of the Merger Consideration (as hereinafter defined) as described below and as provided in the Certificate Amendment the following: (i) each share of Series A Convertible Participating Preferred Stock, par value $0.01 per share (the "Series A Preferred Stock") of the Company issued and outstanding immediately prior to the Effective Time shall be converted into and represent the right to receivereceive the number of shares of Common Stock, par value $0.01 per share of Parent ("Parent Common Stock"), equal to the quotient of (A) the Series A Share Allocation (as hereinafter defined) and shall be exchangeable (B) the sum of (1) the total number of shares of Series A Preferred Stock outstanding immediately prior to the Effective Time and (2) the total number of shares of Series A Preferred Stock issuable upon exercise of the in-the-money Company Warrants (as hereinafter defined) exercisable for shares of Series A Preferred Stock outstanding immediately prior to the merger consideration set forth in Section 1.3 hereafter Effective Time (the quotient of (A) and (B), the "MERGER CONSIDERATIOnSeries A Exchange Ratio"); (ii) each share of Series B Convertible Participating Preferred Stock, par value $0.01 per share (the shares representing 100% "Series B Preferred Stock"), of the Company issued and outstanding Preferred A Shares of MailKey ("MAILKEY PREFERRED A SHARES") as of immediately prior to the Closing shall, by virtue of the Merger and without any action on the part of the holders of such shares, Effective Time shall be converted into and represent the right to receive, receive the number of shares of Parent Common Stock equal to the quotient of (A) the Series B Share Allocation (as hereinafter defined) and shall be exchangeable for (B) the Merger Consideration as set forth in Section 1.3 hereaftertotal number of shares of Series B Preferred Stock outstanding immediately prior to the Effective Time; (iii) the shares representing 100% each share of common stock, par value $0.01 per share, of the Company (the "Company Common Stock") issued and outstanding Preferred B Shares immediately prior to the Effective Time shall be converted into the right to receive the number of MailKey shares of Parent Common Stock equal to the quotient of ("MAILKEY PREFERRED B SHARES"A) the Common Share Allocation (as hereinafter defined) and (B) the sum of (1) the total number of shares of Company Common Stock outstanding immediately prior to the Effective Time, and together with MailKey Ordinary Shares (2) the total number of shares of Company Common Stock issuable upon the exercise of the in-the-money Company Options (as hereinafter defined) and MailKey Preferred A Sharesthe in-the-money Company Warrants exercisable for shares of Common Stock outstanding immediately prior to the Effective Time (the quotient of (A) and (B), the "MAILKEY CAPITAL STOCKCommon Stock Exchange Ratio") as of the Closing shall, by virtue of the Merger and without any action on the part of the holders of such shares, be converted into and represent the right to receive, and shall be exchangeable for the Merger Consideration as set forth in Section 1.3 hereafter;); and (iv) each share of Series Junior Preferred Stock, par value $0.01 per share (the "Junior Preferred Stock"), of the Company issued and outstanding share of common stock, $.001 par value per share, of Sub shall, by virtue of immediately prior to the merger, Effective Time shall be converted into the right to receive the number of Parent Common Stock), equal to the quotient of (A) the Junior Share Allocation (as hereinafter defined) and become one (1B) validly issued, fully paid and nonassessable ordinary share the total number of the Surviving Corporation. (v) each share shares of capital stock of MailKey held in treasury as of the Effective Time shall, by virtue of the Merger, be canceled without payment of any consideration therefor and without any conversion thereof; (vi) each share of MailKey Capital Junior Preferred Stock outstanding as of immediately prior to the Effective Time, by virtue of the Merger, shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist.

Conversion of Stock. At Pursuant to the Effective Time: (i) the shares representing 100% of the issued and outstanding ordinary shares of MailKey ("MAILKEY ORDINARY SHARES") as of the Closing (as that is defined in Section 2.1 hereof) shallMerger, by virtue of the Merger and without any action on the part of the holders of any outstanding shares of capital stock or securities of Visionics or Merger Sub: (a) As of the Effective Time, each share of Visionics Common Stock, together with the rights (the "VISIONICS RIGHTS"), if any, associated with each such sharesshare issued in connection with the Visionics Rights Agreement (the "VISIONICS RIGHTS PLAN") dated May 2, 1996 between Visionics and Wells Fargo Bank, issued and outstanding immediately prior to the Effxxxxxe Time (other than shares of Visionics Common Stock to be canceled pursuant to Section 2.1(c)), shall be automatically converted into 1.3436 (the "EXCHANGE RATIO") fully paid and represent nonassessable shares of Identix Common Stock. (b) As of the Effective Time, each holder of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Visionics Common Stock shall cease to have any rights with respect thereto, except the right to receivereceive (i) a certificate (or direct registration) representing the number of whole shares of Identix Common Stock into which such shares have been converted (the "IDENTIX CERTIFICATES"), and (ii) cash in lieu of fractional shares of Identix Common Stock in accordance with Section 2.1(f), without interest. (c) As of the Effective Time, each share of Visionics Common Stock held of record immediately prior to the Effective Time by Visionics, Merger Sub, Identix or any Subsidiary (as defined in Section 2.1(g)) of Visionics or of Identix shall be exchangeable for canceled and extinguished without any conversion thereof. (d) As of the merger consideration set forth in Section 1.3 hereafter Effective Time, each share of Common Stock, $0.01 par value, of Merger Sub (the "MERGER CONSIDERATIOnSUB COMMON STOCK"); (ii) the shares representing 100% of the issued and outstanding Preferred A Shares of MailKey ("MAILKEY PREFERRED A SHARES") as of immediately prior to the Closing shallEffective Time shall be canceled, by virtue of the Merger extinguished and without any action on the part of the holders of such shares, be automatically converted into and represent the right to receive, and shall be exchangeable for the Merger Consideration as set forth in Section 1.3 hereafter; (iii) the shares representing 100% of the issued and outstanding Preferred B Shares of MailKey ("MAILKEY PREFERRED B SHARES", and together with MailKey Ordinary Shares and MailKey Preferred A Shares, the "MAILKEY CAPITAL STOCK") as of the Closing shall, by virtue of the Merger and without any action on the part of the holders of such shares, be converted into and represent the right to receive, and shall be exchangeable for the Merger Consideration as set forth in Section 1.3 hereafter; (iv) each issued and outstanding share of common stock, $.001 par value per share, of Sub shall, by virtue of the merger, be converted into and become one (1) validly issued, fully paid and nonassessable ordinary share of Common Stock, $0.01 par value, of the Surviving Corporation. Each certificate evidencing ownership of a number of shares of Merger Sub Common Stock shall be deemed to evidence ownership of the same number of shares of Common Stock, $0.01, of the Surviving Corporation. (ve) each Without limiting any other provision of this Agreement, the Exchange Ratio shall be adjusted to reflect fully the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into Identix Common Stock or Visionics Common Stock), extraordinary dividend or distribution, reorganization, reclassification, recapitalization or other like change with respect to Identix Common Stock or Visionics Common Stock occurring or having a record date or an effective date on or after the date hereof and prior to the Effective Time. (f) No fraction of a share of capital stock of MailKey held in treasury as of the Effective Time shall, Identix Common Stock will be issued by virtue of the Merger. Instead, each holder of shares of Visionics Common Stock who would otherwise be canceled without payment entitled to a fraction of any consideration therefor and without any conversion thereof; (vi) each a share of MailKey Capital Identix Common Stock outstanding (after aggregating all fractional shares of Identix Common Stock to be received by such holder) shall receive from Identix an amount of cash (rounded down to the nearest whole cent) equal to the product of (i) such fraction, multiplied by (ii) the Identix Closing Value. For the purposes of this Agreement, "IDENTIX CLOSING VALUE" shall mean the closing price per share of Identix Common Stock as of reported on the Nasdaq National Market ("NASDAQ") on the trading day immediately preceding the Effective Time, by virtue of the Merger, shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist.

Conversion of Stock. At the Effective Time: (i) the shares representing 100% of the issued and outstanding ordinary shares of MailKey ("MAILKEY ORDINARY SHARES") as of the Closing (as that is defined in Section 2.1 hereof) shall, by By virtue of the Merger and without any action on the part of First Southern, CenterState or the holders of such sharesany of the following securities, be converted into and represent at the right to receive, and shall be exchangeable for the merger consideration set forth in Section 1.3 hereafter (the "MERGER CONSIDERATIOn");Effective Time: (iia) the shares representing 100% of the issued and outstanding Preferred A Shares of MailKey ("MAILKEY PREFERRED A SHARES") as of the Closing shall, by virtue of the Merger and without any action on the part of the holders of such shares, be converted into and represent the right to receive, and shall be exchangeable for the Merger Consideration as set forth in Section 1.3 hereafter; (iii) the shares representing 100% of the issued and outstanding Preferred B Shares of MailKey ("MAILKEY PREFERRED B SHARES", and together with MailKey Ordinary Shares and MailKey Preferred A Shares, the "MAILKEY CAPITAL STOCK") as of the Closing shall, by virtue of the Merger and without any action on the part of the holders of such shares, be converted into and represent the right to receive, and shall be exchangeable for the Merger Consideration as set forth in Section 1.3 hereafter; (iv) each issued and outstanding Each share of common stock, $.001 par value $.01 per share, of Sub shall, by virtue of CenterState (“CenterState Common Stock”) issued and outstanding immediately prior to the merger, Effective Time shall continue to be converted into and become one (1) validly issued, fully paid and nonassessable ordinary share of common stock, par value $.01, of the Surviving CorporationCompany. (vb) Subject to Sections 1.4(c), 1.4(d), and 1.4(e), each share of capital stock common stock, par value $0.01 per share, of MailKey held in treasury as of First Southern (the Effective Time shall, by virtue of the Merger, be canceled without payment of any consideration therefor “First Southern Common Stock”) issued and without any conversion thereof; (vi) each share of MailKey Capital Stock outstanding as of immediately prior to the Effective Time, including Trust Account Common Shares and DPC Common Shares, but excluding any Cancelled Shares and any Dissenting Shares (collectively, the “Exchangeable Shares,” and each an “Exchangeable Share”), shall be converted, in accordance with the procedures set forth in Article II, into the right to receive: (i) 0.3 (the “Exchange Ratio”) shares of CenterState Common Stock (the “Per Share Stock Consideration”), and (ii) $3.00 plus any dividends payable in accordance with Section 2.2(c), and any cash in lieu of fractional shares as specified in Section 2.2(f), (collectively, the “Per Share Cash Consideration” and, together with the Per Share Stock Consideration, the “Merger Consideration”). For the avoidance of doubt, prior to the Effective Time, all the outstanding shares of First Southern’s Common Equivalent Convertible Participating Voting Preferred Stock, Series C (the “Series C Preferred Stock”), shall be converted into First Southern Common Stock (or First Southern Non-Voting Common Stock, if required by virtue the Certificate of Designations, provided that such First Southern Non-Voting Common Stock will be treated as First Southern Common Stock and Exchangeable Shares for purposes of this Agreement) in accordance with the provisions of the MergerCertificate of Designations for the Series C Preferred Stock set forth in the Articles of Amendment to the articles of incorporation of First Southern (the “Certificate of Designations”), and such converted shares of Series C Preferred Stock shall be treated for all purposes hereunder, including payment of the Merger Consideration, as First Southern Common Stock and Exchangeable Shares. All of the Exchangeable Shares converted into the right to receive the Merger Consideration pursuant to this Article I shall no longer be outstanding and shall automatically be canceled cancelled and retired shall cease to exist as of the Effective Time, and each certificate previously representing any such shares of First Southern Common Stock (each, a “Certificate”) and non-certificated share of First Southern Common Stock represented by book-entry (“Book-Entry Shares”) shall thereafter represent only the right to receive the Merger Consideration into which the shares of First Southern Common Stock represented by such Certificate or Book-Entry Shares have been converted pursuant to this Section 1.4 and any cash in lieu of fractional shares as specified in Section 2.2(f), as well as any dividends to which holders of First Southern Common Stock become entitled in accordance with Section 2.2(c). (c) All shares of First Southern Common Stock that are owned by First Southern or CenterState (other than (i) shares of First Southern Common Stock held in trust accounts, managed accounts, mutual funds and the 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 (ii) shares of First Southern Common Stock held, directly or indirectly, by First Southern or CenterState in respect of a debt previously contracted (any such shares, “DPC Common Shares”)) shall be cancelled and shall cease to exist (any such shares, the “Cancelled Shares”), and no stock of CenterState or other consideration shall be delivered in exchange therefor. All shares of First Southern Common Stock that are owned by any wholly owned Subsidiary of First Southern or by any wholly owned Subsidiary of CenterState shall remain outstanding, adjusted to maintain relative ownership percentages, and no consideration shall be delivered in exchange therefor. (d) Notwithstanding anything in this Agreement to the contrary, shares of First Southern Common Stock that are issued and outstanding immediately prior to the Effective Time and which are held by a shareholder who did not vote in favor of the Merger (or consent thereto in writing) and who is entitled to demand and properly demands the fair value of such shares pursuant to, and who complies in all respects with, the provisions of Sections 607.1301 to 607.1333 of the FBCA (the “Dissenting Shares”), shall not be converted into or be exchangeable for the right to receive the Merger Consideration, but instead the holder of such Dissenting Shares shall be entitled to payment of the fair value of such shares in accordance with the provisions of Sections 607.1301 to 607.1333 of the FBCA (and at the Effective Time, such Dissenting Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to exist), unless and until such holder shall have failed to perfect such holder’s right to receive, or shall have effectively withdrawn or lost rights to demand or receive, the fair value of such shares of First Southern Common Stock under such provisions of the FBCA. If any shareholder dissenting pursuant to Sections 607.1301 to 607.1333 of the FBCA and this Section 1.4(d) shall have failed to perfect or shall have effectively withdrawn or lost such right, such holder’s shares of First Southern Common Stock shall thereupon be treated as if they had been converted into and become Exchangeable Shares as of the Effective Time, eligible to receive the Merger Consideration in accordance with Section 1.4(b), without any interest thereon. First Southern shall give CenterState (i) prompt notice of any written notices to exercise dissenters’ rights in respect of any shares of First Southern Common Stock, attempted withdrawals of such notices and any other instruments served pursuant to the FBCA and received by First Southern relating to dissenters’ rights and (ii) the opportunity to participate in negotiations and proceedings with respect to demands for fair value under the FBCA. First Southern shall not, except with the prior written consent of CenterState, voluntarily make any payment with respect to, or settle, or offer or agree to settle, any such demand for payment. (e) If the number of shares of CenterState Common Stock or First Southern Common Stock issued and outstanding prior to the Effective Time as a result of a stock split, stock combination, stock dividend or similar recapitalization with respect to such stock, and the record date therefor shall be prior to the Effective Time, the Merger Consideration shall be proportionately adjusted as necessary to preserve the relative economic benefit to the Parties.

Conversion of Stock. (a) At the Effective Time: (i) the shares representing 100% of the issued and outstanding ordinary shares common stock of MailKey DBA ("MAILKEY ORDINARY SHARES"“DBA Common Stock”) as of the Closing (as that is defined in Section 2.1 hereof) shallClosing, with the accompanying certificates and stock powers, shall be delivered to Merger Sub for cancellation, and by virtue of the Merger and without any action on the part of the holders of such sharesany holder thereof, be converted into and represent the right to receive, and shall be exchangeable for the merger consideration set forth in identified at Section 1.3 hereafter (the "MERGER CONSIDERATIOn"“Merger Consideration”); (ii) the shares representing 100% of the issued and outstanding Preferred A Shares of MailKey ("MAILKEY PREFERRED A SHARES") as of the Closing shall, by virtue of the Merger and without any action on the part of the holders of such shares, be converted into and represent the right to receive, and shall be exchangeable for the Merger Consideration as set forth in Section 1.3 hereafter; (iii) the shares representing 100% of the issued and outstanding Preferred B Shares of MailKey ("MAILKEY PREFERRED B SHARES", and together with MailKey Ordinary Shares and MailKey Preferred A Shares, the "MAILKEY CAPITAL STOCK") as of the Closing shall, by virtue of the Merger and without any action on the part of the holders of such shares, be converted into and represent the right to receive, and shall be exchangeable for the Merger Consideration as set forth in Section 1.3 hereafter; (iv) each issued and outstanding share of common stock, $.001 par value per share, of Sub shall, by virtue of the merger, be converted into and become one (1) validly issued, fully paid and nonassessable ordinary share of the Surviving Corporation. (v) each share of capital stock of MailKey DBA held in treasury as of the Effective Time shall, by virtue of the Merger, be canceled without payment of any consideration therefor and without any conversion thereof; (viiii) each share of MailKey Capital Stock common stock of the Merger Sub that is issued and outstanding as of the Effective Time shall be converted into and become one fully paid and non-assessable share of common stock, no par value, of the Surviving Corporation, which shares shall thereafter constitute all of the issued and outstanding shares of capital stock of the Surviving Corporation; (iv) the Surviving Corporation shall assume the corporate existence of the Merger Sub as a wholly-owned subsidiary of Acquiror; and (v) each share of capital stock of DBA outstanding as of the Effective Time, by virtue of the Merger, shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist. (b) From and after the Effective Time, there shall be no transfers on the stock transfer books of DBA of shares of its capital stock that were outstanding immediately prior to the Effective Time. After the Effective Time, certificates for shares of DBA capital stock that were outstanding immediately prior to the Effective Time shall be canceled and exchanged for the Merger Consideration as provided in this Agreement.

Conversion of Stock. At As of the Effective Time: (i) the shares representing 100% of the issued and outstanding ordinary shares of MailKey ("MAILKEY ORDINARY SHARES") as of the Closing (as that is defined in Section 2.1 hereof) shall, by virtue of the Merger and without any action on the part of the holders Company, the Parent, Merger Sub or the stockholders thereof: (a) Each share of such sharescapital stock, par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into one fully paid and represent the right to receive, and shall be exchangeable for the merger consideration set forth in Section 1.3 hereafter (the "MERGER CONSIDERATIOn"); (ii) the shares representing 100% of the issued and outstanding Preferred A Shares of MailKey ("MAILKEY PREFERRED A SHARES") as of the Closing shall, by virtue of the Merger and without any action on the part of the holders of such shares, be converted into and represent the right to receive, and shall be exchangeable for the Merger Consideration as set forth in Section 1.3 hereafter; (iii) the shares representing 100% of the issued and outstanding Preferred B Shares of MailKey ("MAILKEY PREFERRED B SHARES", and together with MailKey Ordinary Shares and MailKey Preferred A Shares, the "MAILKEY CAPITAL STOCK") as of the Closing shall, by virtue of the Merger and without any action on the part of the holders of such shares, be converted into and represent the right to receive, and shall be exchangeable for the Merger Consideration as set forth in Section 1.3 hereafter; (iv) each issued and outstanding nonassessable share of common stock, $.001 par value $0.01 per share, of Sub shall, by virtue of the merger, be converted into and become one (1) validly issued, fully paid and nonassessable ordinary share of the Surviving Corporation. (vb) each Each share of capital stock of MailKey held in treasury as of the Effective Time shall, by virtue of the Merger, be canceled without payment of any consideration therefor Company Common Stock issued and without any conversion thereof; (vi) each share of MailKey Capital Stock outstanding as of immediately prior to the Effective Time, by virtue other than shares to be canceled in accordance with Section l.9(c) and Dissenting Shares, shall be converted into the right to receive $7.00 in cash, payable to the holder thereof, without any interest thereon (the "MERGER CONSIDERATION"), as soon as reasonably practicable after the surrender of the Mergercertificate(s) representing such Company Common Stock as provided in Section 1.10. Notwithstanding the foregoing, if Parent or Merger Sub increases the Offer Price as permitted by Section l.l(a) of this Agreement, then the Merger Consideration shall be the same cash amount as the Offer Price paid to holders in connection with consummation of the Offer. At and after the Effective Time, all shares of Company Common Stock shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and each holder of a share certificate which immediately prior to the Effective Time represented shares of Company Common Stock shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration to be issued in consideration therefor upon surrender of such certificate in accordance with Section 1.10, or in the case of holders of Dissenting Shares, such rights as are granted pursuant to Section 26.2 of the DGCL and this Agreement. (c) Each share of Company Common Stock that is held in the Company's treasury or owned or held by any Subsidiary of the Company, the Parent, or any Affiliate of Parent shall automatically be canceled and retired and shall cease to exist, and no consideration shall be delivered or deliverable in exchange therefor.

Conversion of Stock. (i) At the Effective Time: , each share of common stock of the Company, par value $5.00 per share (the "Company Common Stock"), including each attached right (a "Company Right") issued pursuant to the Rights Agreement dated as of January 22, 1990 between the Company and Dauphin Deposit Bank and Trust Company as Rights Agent (the "Company Rights Agreement"), then issued and outstanding (other than (i) the shares representing 100% which have not been voted in favor of the issued approval of the Merger and outstanding ordinary shares with respect to which dissenter's rights shall have been perfected in accordance with applicable provisions of MailKey the PBCL (the "MAILKEY ORDINARY SHARESDissenters' Shares") as and (ii) shares held directly or indirectly by Acquiror, excluding shares held in a fiduciary or custodial capacity or in satisfaction of a debt previously contracted) (the Closing (as that is defined in Section 2.1 hereof"Outstanding Shares") shall, by virtue of the Merger and without any action on the part of the holders of such sharesholder thereof, be converted into and represent the right to receive, at the election of each record holder thereof as provided herein, but subject to the election and shall be exchangeable for the merger consideration allocation procedures set forth herein: (A) cash in Section 1.3 hereafter the amount of Forty-Three Dollars ($43) (the "MERGER CONSIDERATIOnPer Share Cash Consideration");; or (iiB) that number (the shares representing 100% "Exchange Ratio") of the issued and outstanding Preferred A Shares of MailKey Acquiror ADSs ("MAILKEY PREFERRED A SHARES"as defined below) having a Closing Market Price (as defined below) as of the Election Deadline (as defined below) equal to Forty-Three Dollars ($43); provided, however, that (A) if the Closing shallMarket Price of an Acquiror ADS is -------- ------- less than Thirty-Seven Dollars ($37) per Acquiror ADS then the Exchange Ratio shall be 1.1620, by virtue and (B) if the Closing Market Price of an Acquiror ADS is greater than Forty-Three Dollars ($43) per Acquiror ADS then the Exchange Ratio shall be 1.0000 (the "Per Share Stock Consideration"); provided, that not less than fifty-one percent (51%) of the Merger and without any action on the part shares of the holders of such shares, be converted into and represent the right to receive, and shall be exchangeable for the Merger Consideration as set forth in Section 1.3 hereafter; (iii) the shares representing 100% of the -------- Company Common Stock issued and outstanding Preferred B Shares of MailKey ("MAILKEY PREFERRED B SHARES", and together with MailKey Ordinary Shares and MailKey Preferred A Shares, the "MAILKEY CAPITAL STOCK") as of the Closing shall, by virtue of the Merger and without any action on the part of the holders of such shares, be converted into and represent the right to receive, and shall be exchangeable for the Merger Consideration as set forth in Section 1.3 hereafter; (iv) each issued and outstanding share of common stock, $.001 par value per share, of Sub shall, by virtue of the merger, be converted into and become one (1) validly issued, fully paid and nonassessable ordinary share of the Surviving Corporation. (v) each share of capital stock of MailKey held in treasury as of the Effective Time shall(such number, by virtue of the Merger, "Stock Number") shall be canceled without payment of any consideration therefor and without any conversion thereof;converted into the right to receive the Per Share Stock Consideration. (viii) References herein to "Acquiror ADSs" shall mean American Depository Shares each share representing six (6) ordinary shares of MailKey Capital Stock outstanding Acquiror, IR 25p each ("Acquiror Ordinary Shares") deposited with The Bank of New York, as Depositary (the "Depositary"), pursuant to the Deposit Agreement dated as of November 8, 1990 (the "Deposit Agreement"). The "Closing Market Price" shall mean the Market Price (as defined in Section 7.1 hereof) of an Acquiror ADS as of the Effective Time, by virtue second Business Day immediately preceding the Election Deadline. Acquiror will promptly calculate and make public disclosure of the Merger, shall no longer be outstanding and shall automatically be canceled and retired and shall cease to existClosing Market Price.

Conversion of Stock. (a) At the Effective Time: (i) the shares representing 100% of the issued and outstanding ordinary shares of MailKey ("MAILKEY ORDINARY SHARES") as of the Closing (as that is defined in Section 2.1 hereof) shall, by virtue of the Merger and without any action on the part of Helix, Acquisition or GPC: (i) All shares of GPC Series A Common Stock, no par value, and Series B Common Stock, no par value (collectively, the holders of such shares"GPC Stock") outstanding or deemed outstanding immediately prior to the Effective Time, other than (A) shares held by GPC as treasury stock and (B) Dissenting Shares (as defined in Section 1.7), shall be converted into and represent become the right to receive, in the aggregate, that number of shares (rounded down and shall be exchangeable subject to the payment of cash for the merger consideration set forth fractional shares as provided in Section 1.3 hereafter (the "MERGER CONSIDERATIOn"); (ii1.9) the shares representing 100% of the issued and outstanding Preferred A Shares of MailKey ("MAILKEY PREFERRED A SHARES") as of the Closing shall, by virtue of the Merger and without any action on the part of the holders of such shares, be converted into and represent the right to receive, and shall be exchangeable for the Merger Consideration as set forth in Section 1.3 hereafter; (iii) the shares representing 100% of the issued and outstanding Preferred B Shares of MailKey ("MAILKEY PREFERRED B SHARES", and together with MailKey Ordinary Shares and MailKey Preferred A Shares, the "MAILKEY CAPITAL STOCK") as of the Closing shall, by virtue of the Merger and without any action on the part of the holders of such shares, be converted into and represent the right to receive, and shall be exchangeable for the Merger Consideration as set forth in Section 1.3 hereafter; (iv) each issued and outstanding share of common stock, $.001 1.00 par value per sharevalue, of Sub shall, Helix ("Helix Common Stock") determined pursuant to Section 1.6(b) (such shares of Helix Common Stock are referred to hereinafter as the "Merger Consideration"). The Merger Consideration shall be reduced by virtue the consideration that would otherwise be allocable pursuant to Section 1.6(c) to all Dissenting Shares if the holders thereof had not properly exercised rights under Chapter 23B.13 of the mergerWBCA. Shares of GPC Stock deemed outstanding shall include all shares of GPC Stock issuable pursuant to any options, warrants, rights, calls, convertible securities, commitments, agreements or other arrangements of any character to which GPC is a party or by which it is bound. (ii) All shares of GPC Stock held at the Effective Time by GPC as treasury stock shall be canceled and no payment shall be made with respect thereto. (iii) All Dissenting Shares shall be handled in accordance with Section 1.7. (iv) Each share of common stock of Acquisition, $.01 par value, outstanding immediately prior to the Effective Time shall be converted into and become one (1) validly issued, fully paid and nonassessable ordinary share of common stock, $.01 par value, of the Surviving Corporation. (vb) each share The number of capital stock shares of MailKey held in treasury as Helix Common Stock constituting the Merger Consideration shall be two million five hundred thousand (2,500,000) shares, less the Closing Balance Sheet Adjustment (referred to below) and less the number of shares of Helix Common Stock resulting from the Incentive Plan Adjustment (referred to below): (i) The amount, if any, by which the net worth of GPC immediately prior to the Effective Time shallis less than $10,648,547 shall constitute an adjustment to the Merger Consideration, such adjustment to be effected by virtue withdrawing from the escrow established under Section 1.11 that number of shares of Helix Common Stock (valued at $20.00 per share, the "Market Value") equal in value to such difference (the "Closing Balance Sheet Adjustment"). For purposes of this determination, the net worth of GPC immediately prior to the Effective Time shall mean the total assets of GPC less its total liabilities (including without limitation the accrual of all distributions on or before the Closing for tax payments (including all taxes due on the earnings realized through the Closing) and all expenses of the transaction and any severance or change of control payments payable as a result of the Merger) as shown on a balance sheet of GPC as of such time (the "Closing Balance Sheet") prepared in accordance with GAAP applied in a consistent manner and in the ordinary course of business as per the prior GPC Financial Statements, with no acceleration of revenue or delay of expenses, as such terms are defined in Section 2.5. GPC shall prepare and furnish the Closing Balance Sheet to Helix within five business days after the Closing Date, which shall become final and binding 20 business days after receipt by Helix unless Helix delivers its written objection to the Shareholder Representative under the Escrow Agreement, in the form attached hereto as Exhibit A, within such period. Helix and the Shareholder Representative shall attempt in good faith to resolve any such objection. Any objection not so resolved within ten days shall be canceled without payment resolved by a nationally recognized firm of any consideration therefor independent public accountants (which has not been engaged to serve Helix or GPC within the prior year) selected by Helix in good faith. The fees and without any conversion thereof;expenses of such firm shall be paid by Helix, and the determination of such firm shall be final and binding. (viii) Immediately following the execution of this Agreement, Helix and GPC shall retain a third party independent compensation consultant mutually acceptable to them to calculate the equivalent value, expressed in shares of GPC vested stock, of the outstanding shares of unvested GPC Stock issued under GPC's Management and Key Employee Incentive Plans (the "Incentive Plans"). The consultant shall provide Helix and GPC with its calculation as soon as reasonably practicable. In determining the number of vested shares of equivalent value, the consultant shall consider among other relevant value criteria: the risk associated with not achieving the hurdles established for each share Incentive Plan and the extent to which such hurdles for 1998 and 1999 have already been met; the probability of MailKey Capital the participants in the Incentive Plans leaving GPC's employment prior to their shares vesting; the value of earlier vesting; and the fact that the shares of different participants would become vested at different times. Subject to the consent of each participant in the Incentive Plans, the exchange of all unvested shares under his or her Incentive Plan for vested shares of equivalent value shall be deemed to occur immediately prior to the Effective Time at which time his or her Incentive Plan shall terminate. The difference between the aggregate number of unvested shares exchanged and the aggregate number of vested shares received shall be referred to herein as the "Incentive Plan Adjustment." (c) The Merger Consideration shall be allocated among the holders of shares of GPC Stock outstanding as of immediately prior to the Effective Time, Time by virtue multiplying the number of shares of GPC Stock held by each such holder by the Merger, shall no longer be outstanding and shall automatically be canceled and retired and shall cease to existConversion Ratio.

Conversion of Stock. At (a) Subject to the adjustment provisions of Section 3.2, each share of Common Stock issued and outstanding immediately prior to the Effective Time: Time (other than shares of Common Stock (i) to be canceled in accordance with Section 2.7(d), or (ii) held by any Stockholder who is entitled to and properly demands an appraisal of such shares pursuant to, and complies in all respects with the shares representing 100% of relevant provisions of, the issued and outstanding ordinary shares of MailKey DGCL ("MAILKEY ORDINARY SHARES") as of the Closing (as that is defined in Section 2.1 hereof“Dissenting Shares”)) shall, by virtue of the Merger and without any action on the part of the holders of such sharesholder thereof, be converted into and represent the right to receivereceive (A) a number of shares (or a portion thereof) of Buyer Common Stock (calculated as the number of shares of Buyer Common Stock equal to the Closing Per Share Price divided by the Buyer Common Stock Price) equal to the Closing Per Share Price, issuable to the holder thereof in book-entry form through The Depository Trust Company (“DTC”) in accordance with Section 3.1 and shall be exchangeable for the merger consideration set forth in Section 1.3 hereafter (the "MERGER CONSIDERATIOn"); (iiB) the shares representing 100% Contingent Per Share Amount, if any, if and when issued as Buyer Common Stock in book-entry form through DTC or paid in cash, as applicable and in the sole discretion of Buyer, in accordance with the issued and outstanding Preferred A Shares terms of MailKey this Agreement ("MAILKEY PREFERRED A SHARES") as of the Closing shall, by virtue of the Merger and without any action on the part of the holders of such shares, be converted into and represent the right to receive, and shall be exchangeable for the Merger Consideration as set forth in Section 1.3 hereafter; (iii) the shares representing 100% of the issued and outstanding Preferred B Shares of MailKey ("MAILKEY PREFERRED B SHARES", and together with MailKey Ordinary Shares and MailKey Preferred A Sharescollectively, the "MAILKEY CAPITAL STOCK") as of the Closing shall, by virtue of the Merger “Aggregate Per Share Consideration”). From and without any action on the part of the holders of such shares, be converted into and represent the right to receive, and shall be exchangeable for the Merger Consideration as set forth in Section 1.3 hereafter; (iv) each issued and outstanding share of common stock, $.001 par value per share, of Sub shall, by virtue of the merger, be converted into and become one (1) validly issued, fully paid and nonassessable ordinary share of the Surviving Corporation. (v) each share of capital stock of MailKey held in treasury as of the Effective Time shall, by virtue of the Merger, be canceled without payment of any consideration therefor and without any conversion thereof; (vi) each share of MailKey Capital Stock outstanding as of after the Effective Time, by virtue all such shares of the Merger, Common Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each holder of a certificate or certificates (a “Stockholder”), which represented Common Stock immediately prior to the Effective Time (the “Certificates”), shall cease to have any rights with respect thereto, except the right to receive the Aggregate Per Share Consideration. Any Dissenting Share shall not be converted into or represent a right to receive the Aggregate Per Share Consideration pursuant to this Section 2.7(a), but instead shall be converted into the right to receive only such consideration as may be determined to be due with respect to such Dissenting Shares under Section 262 of the DGCL. From and after the Effective Time, a holder of Dissenting Shares shall not be entitled to exercise any of the voting rights or other rights of a stockholder of the Surviving Corporation. Notwithstanding the provisions of this Section 2.7(a), if any holder of Common Stock who demands appraisal or purchase of such shares under Section 262 of the DGCL shall effectively withdraw or lose (through failure to perfect or otherwise) the right to appraisal or purchase, as of the later of the Effective Time and the occurrence of such event, such holder’s shares of Common Stock shall no longer be deemed Dissenting Shares pursuant to this Agreement and each such share of Common Stock shall automatically be converted into, and represent only, the right to receive the Aggregate Per Share Consideration as provided in this Section 2.7(a) upon surrender of the Certificates representing such shares of Common Stock in accordance with this Section 2.7(a) an amount in cash, without interest thereon, equal to the Closing Per Share Price, as adjusted pursuant to Section 3.2, if applicable. (b) Each share of Common Stock owned by the Company as treasury stock and, in each case, that is issued and outstanding immediately prior to the Effective Time shall be automatically canceled and extinguished without payment of any consideration therefor and without any further action on the part of the Company. (c) Each share of common stock, par value $0.001 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one validly issued, fully paid and nonassessable share of common stock, par value $0.001 per share, of the Surviving Corporation so that, immediately after the Effective Time, the stockholder of Merger Sub immediately prior to the Effective Time shall be the holder of all of the issued and outstanding capital stock of the Surviving Corporation. (d) Notwithstanding anything to the contrary in this Agreement, if there are Dissenting Shares at Closing, Buyer may reduce the amount of any payment to the Company to the extent such payment would otherwise be made to holders of Dissenting Shares.

Conversion of Stock. At the Effective TimeTime of Merger: (iA) the shares representing 100% of the Arcadia Stock which are issued and outstanding ordinary immediately prior to the Effective Time of Merger shall, without any action by the holder thereof, be converted into the right to receive that number of shares of MailKey the common stock, par value $.001, of Buyer ("MAILKEY ORDINARY SHARESIHS Stock") determined as of the Closing Date in accordance with Section 3.1(a) as shall have an aggregate value, and subject to adjustment pursuant to Section 2.2 hereof, of EIGHTEEN MILLION SEVEN HUNDRED THOUSAND AND 00/100 (as $18,700,000.00) DOLLARS (the "Merger Consideration"); provided that is defined in Section 2.1 hereof) shall, the aggregate Merger Consideration shall be reduced by virtue an amount equal to that portion of the Merger and without Consideration which is allocable to any action on shares of Arcadia Stock as to which the part holder of such shares has exercised his or her dissenter's rights under the Michigan Business Corporation Act. Each of the holders of such shares, be Shareholders whose shares are converted into and represent the right to receive, and shall be exchangeable for the merger consideration set forth in Section 1.3 hereafter (the "MERGER CONSIDERATIOn"); (ii) the shares representing 100% of the issued and outstanding Preferred A Shares of MailKey ("MAILKEY PREFERRED A SHARES") as of the Closing shall, by virtue of the Merger and without any action on the part Consideration (other than those who have exercised dissenter's rights as aforesaid) shall receive a portion of the holders of such shares, be converted into and represent the right to receive, and shall be exchangeable for the Merger Consideration as set forth in Section 1.3 hereafter; (iii) shall be equal to the aggregate Merger Consideration multiplied by a fraction, the numerator of which is the number of shares representing 100% of Arcadia Stock owned by such Shareholder immediately prior to the Effective Time of Merger, and the denominator of which is the total number of shares of Arcadia Stock that are issued and outstanding Preferred B Shares immediately prior to the Effective Time of MailKey ("MAILKEY PREFERRED B SHARES", and together with MailKey Ordinary Shares and MailKey Preferred A Shares, the "MAILKEY CAPITAL STOCK") as of the Closing shall, by virtue of the Merger and without any action on the part of the holders of such shares, be converted into and represent the right to receive, and shall be exchangeable for the Merger Consideration as set forth in Section 1.3 hereafter; (iv) each issued and outstanding share of common stock, $.001 par value per share, of Sub shall, by virtue of the merger, be converted into and become one (1) validly issued, fully paid and nonassessable ordinary share of the Surviving CorporationMerger. (vB) each share of capital Newco common stock of MailKey held in treasury as of outstanding immediately prior to the Effective Time shall, by virtue of the Merger, be canceled without payment of any consideration therefor and without any conversion thereof; (vi) each share of MailKey Capital Stock outstanding as of the Effective Time, by virtue of the Merger, shall no longer be converted into one share of common stock of Arcadia. (C) at the Effective Time of Merger, each holder of a certificate theretofore evidencing outstanding and shares of Arcadia Stock, upon surrender of such certificate, shall automatically be canceled and retired and entitled to receive in exchange therefor his or her proportionate share of the Merger Consideration, calculated pursuant to Section 2.1(a) above, represented by the certificate or certificates so surrendered. Until so surrendered, each such outstanding certificate which, prior to the Effective Time of Merger, represented shares of Arcadia Stock, will be deemed to evidence the right to receive the proportionate share of Merger Consideration represented by such certificate or certificates. Upon the surrender of such certificates, they shall cease be duly canceled. (D) Immediately after the Effective Time of Merger, Buyer, as the sole shareholder of Newco, upon surrender of stock certificate(s) evidencing outstanding shares of Newco, shall be entitled to existreceive in exchange therefor a certificate representing the shares of Arcadia Stock, calculated on a one-to-one basis. Until so surrendered, each such certificate which, prior to the Effective Time of Merger, represented the outstanding shares of Newco stock will be deemed to evidence such shares of Arcadia Stock. Upon the surrender of such certificate(s), they shall be duly canceled.

Conversion of Stock. At Pursuant to the Effective Time: (i) the shares representing 100% of the issued and outstanding ordinary shares of MailKey ("MAILKEY ORDINARY SHARES") as of the Closing (as that is defined in Section 2.1 hereof) shallMerger, by virtue of the Merger and without any action on the part of the holders of any outstanding shares of capital stock or securities of Seller or Merger Sub: (a) As of the Effective Time, each share of Seller Common Stock, together with the rights (the “Seller Rights”), if any, associated with each such sharesshare issued in connection with the Seller Rights Agreement (the “Seller Rights Plan”) dated May 24, 2002 between Seller and Mellon Investor Services LLC, issued and outstanding immediately prior to the Effective Time (other than shares of Seller Common Stock to be canceled pursuant to Section 2.1(c)), shall be automatically converted into 0.0841 (the “Exchange Ratio”) of a fully paid and represent nonassessable share of Buyer Common Stock. (b) As of the Effective Time, each holder of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Seller Common Stock shall cease to have any rights with respect thereto, except the right to receivereceive (i) a certificate (or direct registration) representing the number of whole shares of Buyer Common Stock into which such shares have been converted (the “Buyer Certificates”), and shall be exchangeable for the merger consideration set forth in Section 1.3 hereafter (the "MERGER CONSIDERATIOn"); (ii) the cash in lieu of fractional shares representing 100% of Buyer Common Stock in accordance with Section 2.1(f), without interest. (c) As of the Effective Time, each share of Seller Common Stock held of record immediately prior to the Effective Time by Seller, Merger Sub, Buyer or any Subsidiary (as defined in Section 2.1(g)) of Seller or of Buyer shall be canceled and extinguished without any conversion thereof. (d) As of the Effective Time, each share of Common Stock, $0.01 par value, of Merger Sub (the “Merger Sub Common Stock”) issued and outstanding Preferred A Shares of MailKey ("MAILKEY PREFERRED A SHARES") as of immediately prior to the Closing shallEffective Time shall be canceled, by virtue of the Merger extinguished and without any action on the part of the holders of such shares, be automatically converted into and represent the right to receive, and shall be exchangeable for the Merger Consideration as set forth in Section 1.3 hereafter; (iii) the shares representing 100% of the issued and outstanding Preferred B Shares of MailKey ("MAILKEY PREFERRED B SHARES", and together with MailKey Ordinary Shares and MailKey Preferred A Shares, the "MAILKEY CAPITAL STOCK") as of the Closing shall, by virtue of the Merger and without any action on the part of the holders of such shares, be converted into and represent the right to receive, and shall be exchangeable for the Merger Consideration as set forth in Section 1.3 hereafter; (iv) each issued and outstanding share of common stock, $.001 par value per share, of Sub shall, by virtue of the merger, be converted into and become one (1) validly issued, fully paid and nonassessable ordinary share of Common Stock, $0.01 par value, of the Surviving Corporation. Each certificate evidencing ownership of a number of shares of Merger Sub Common Stock shall be deemed to evidence ownership of the same number of shares of Common Stock, $0.01, of the Surviving Corporation. (ve) each Without limiting any other provision of this Agreement, the Exchange Ratio shall be adjusted to reflect fully the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into Buyer Common Stock or Seller Common Stock), extraordinary dividend or distribution, reorganization, reclassification, recapitalization or other like change with respect to Buyer Common Stock or Seller Common Stock occurring or having a record date or an effective date on or after the date hereof and prior to the Effective Time. (f) No fraction of a share of capital stock of MailKey held in treasury as of the Effective Time shall, Buyer Common Stock will be issued by virtue of the Merger. Instead, each holder of shares of Seller Common Stock who would otherwise be canceled without payment entitled to a fraction of any consideration therefor and without any conversion thereof; (vi) each a share of MailKey Capital Buyer Common Stock outstanding (after aggregating all fractional shares of Buyer Common Stock to be received by such holder) shall receive from Buyer an amount of cash (rounded to the nearest whole cent, with .5 being rounded up) equal to the product of (i) such fraction, multiplied by (ii) the Buyer Closing Value. For the purposes of this Agreement, “Buyer Closing Value” shall mean the average of the closing sale prices per share of Buyer Common Stock as reported on the Nasdaq National Market (“Nasdaq”) for each of the five trading days immediately preceding the Effective Time, by virtue of the Merger, shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist.

Conversion of Stock. At the Effective Time: (i) the shares representing 100% of the issued and outstanding ordinary shares of MailKey ("MAILKEY ORDINARY SHARES") as of the Closing (as that is defined in Section 2.1 hereof) shall, by virtue of the Merger and without any action on the part of the holders thereof: (a) Each share of such Common Stock, par value $.001 per share ("BAP Common Stock"), of BAP that shall be issued and outstanding at the Effective Time (other than (i) shares of BAP Common Stock as to which appraisal has been properly demanded in accordance with Section 262 of the DGCL and Section 1.9 below, (ii) shares of BAP Common Stock, if any, that are held by Paging Partners, Newco, or any other wholly owned subsidiary of Paging Partners, and (iii) shares of BAP Common Stock held in the treasury of BAP) shall be converted into the right to receive 88.92076 (the "Conversion Number") shares of Common Stock, par value $.01 per share, of Paging Partners ("Paging Partners Common Stock"), subject to adjustment as provided in paragraphs (d) and (e) of this section (the "Merger Consideration"). Subject to Section 1.8(e) hereof, the total number of shares of Paging Partners Common Stock to be issued to all holders of BAP Common Stock shall not exceed (i) 8,892,076 shares, excluding shares issuable upon the exercise of the Rollover Options (as defined below), if the Motorola Warrants are not exercised prior to or at the Effective Time or (ii) 9,160,273 shares, excluding shares issuable upon the exercise of the Rollover Options, if all of the Motorola Warrants are exercised prior to or at the Effective Time. (b) Each share of common stock, par value $0.01 per share ("Newco Common Stock"), of Newco that is issued and outstanding immediately prior to the Effective Time shall be converted into and represent the right to receive, one fully paid and shall be exchangeable for the merger consideration set forth in Section 1.3 hereafter (the "MERGER CONSIDERATIOn"); (ii) the shares representing 100% of the issued and outstanding Preferred A Shares of MailKey ("MAILKEY PREFERRED A SHARES") as of the Closing shall, by virtue of the Merger and without any action on the part of the holders of such shares, be converted into and represent the right to receive, and shall be exchangeable for the Merger Consideration as set forth in Section 1.3 hereafter; (iii) the shares representing 100% of the issued and outstanding Preferred B Shares of MailKey ("MAILKEY PREFERRED B SHARES", and together with MailKey Ordinary Shares and MailKey Preferred A Shares, the "MAILKEY CAPITAL STOCK") as of the Closing shall, by virtue of the Merger and without any action on the part of the holders of such shares, be converted into and represent the right to receive, and shall be exchangeable for the Merger Consideration as set forth in Section 1.3 hereafter; (iv) each issued and outstanding non-assessable share of common stock, $.001 par value per share, of Sub shall, by virtue of the merger, be converted into and become one (1) validly issued, fully paid and nonassessable ordinary share stock of the Surviving Corporation. (c) Each share of BAP Common Stock owned by Paging Partners, Newco or any other wholly owned subsidiary of Paging Partners or held in the treasury of BAP shall be canceled and cease to exist at the Effective Time, and no consideration shall be paid with respect thereto. (d) Notwithstanding the foregoing, no fractional shares of Paging Partners Common Stock shall be issued. In lieu of fractional shares, the number of shares of Paging Partners Common Stock to be issued to any former stockholder of BAP who would otherwise be entitled to a fractional share of Paging Partners Common Stock shall be rounded to the nearest number of whole shares of Paging Partners Common Stock (with any fractional share greater than or equal to one-half share being rounded up). (e) If, between the date hereof and the date of payment of any shares of Paging Partners Common Stock pursuant to Section 1.10, (i) the outstanding shares of BAP Common Stock or Paging Partners Common Stock shall be changed into a different number of shares by reason of any reclassification, recapitalization, exchange of shares, stock split, reverse stock split, combination, stock dividend, or similar change in capitalization, (ii) any dividend on shares of BAP Common Stock or Paging Partners Common Stock shall be declared with a record date within said period, (iii) any shares of BAP Common Stock shall be repurchased pursuant to the Equity Sponsor Agreement (as defined below), (iv) any shares of BAP Preferred Stock shall be reduced pursuant to the BAP Stock Purchase Agreement (as defined below), or (v) each share of capital stock of MailKey held in treasury as any of the Effective Time shallMotorola Warrants (as defined below) shall be exercised, by virtue the Conversion Number shall be appropriately adjusted so that immediately after consummation of the Merger, be canceled without payment (i) the 6,308,054 shares of any consideration therefor and without any conversion thereof; (vi) each share of MailKey Capital Paging Partners Common Stock outstanding as on the date hereof, plus (ii) the number of 10 of 122 shares of Paging Partners Common Stock issued upon the exercise, if any, of the Motorola Warrants will equal 41.5% of the shares of Paging Partners Common Stock outstanding immediately following the Effective Time, by virtue of the Merger, shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist.

Conversion of Stock. At the Effective Time: (i) the shares representing 100% of the issued and outstanding ordinary shares of MailKey ("MAILKEY ORDINARY SHARES") as of the Closing (as that is defined in Section 2.1 hereof) shall, by By virtue of the Merger and without any action on the part of Seller, Purchaser or the holders of such sharesany of the following securities, be converted into and represent at the right to receive, and shall be exchangeable for the merger consideration set forth in Section 1.3 hereafter (the "MERGER CONSIDERATIOn");Effective Time: (iia) the shares representing 100% of the issued and outstanding Preferred A Shares of MailKey ("MAILKEY PREFERRED A SHARES") as of the Closing shall, by virtue of the Merger and without any action on the part of the holders of such shares, be converted into and represent the right to receive, and shall be exchangeable for the Merger Consideration as set forth in Section 1.3 hereafter; (iii) the shares representing 100% of the issued and outstanding Preferred B Shares of MailKey ("MAILKEY PREFERRED B SHARES", and together with MailKey Ordinary Shares and MailKey Preferred A Shares, the "MAILKEY CAPITAL STOCK") as of the Closing shall, by virtue of the Merger and without any action on the part of the holders of such shares, be converted into and represent the right to receive, and shall be exchangeable for the Merger Consideration as set forth in Section 1.3 hereafter; (iv) each issued and outstanding share of common stock, $.001 par value per share, of Sub shall, by virtue of the merger, be converted into and become one (1) validly issued, fully paid and nonassessable ordinary share of the Surviving Corporation. (v) each Each share of capital stock of MailKey held in treasury as of Purchaser issued and outstanding immediately prior to the Effective Time shall, by virtue of shall remain issued and outstanding from and after the Merger, be canceled without payment of any consideration therefor and without any conversion thereof;Effective Time. (vib) Subject to Sections 1.4(e) and 1.4(f), each share of MailKey Capital Seller Common Stock issued and outstanding immediately prior to the Effective Time shall be converted, in accordance with the procedures set forth in Article 2, into the right to receive 0.44 shares of Purchaser Common Stock (together with any cash in lieu of fractional shares as specified in Section 2.3(f), the “Common Stock Merger Consideration”). All of the Effective Time, by virtue shares of Seller Common Stock converted into the Merger, right to receive the Common Stock Merger Consideration pursuant to this Article 1 shall no longer be outstanding and shall automatically be canceled cancelled and retired shall cease to exist as of the Effective Time, and each certificate previously representing any such shares of Seller Common Stock (each, a “Certificate”) shall thereafter represent only the right to receive the Common Stock Merger Consideration in the form the shares of Purchaser Common Stock into which the shares of Seller Common Stock represented by such Certificate have been converted pursuant to this Section 1.4 (and cash in lieu of fractional shares pursuant to Section 2.3(f)), as well as any dividends to which holders of Seller Common Stock become entitled in accordance with Section 2.3(c). (c) Subject to Section 1.4(e), each share of the Seller Series A Stock issued and outstanding immediately prior to the Effective Time shall, as of the Effective Time, automatically be converted into and shall thereafter represent the right to receive one share of Purchaser Series A, which shall have rights, preferences, privileges and voting powers, and limitations and restrictions, such that the rights, preferences, privileges and voting powers, and limitations and restrictions, of the Purchaser Series A are, taken as a whole, not materially less favorable to the holders thereof than the rights, preferences, privileges and voting powers, and limitations and restrictions, of the Seller Series A Stock immediately prior to the Effective Time. (d) Subject to Section 1.4(e), each share of the Seller Series B Stock issued and outstanding immediately prior to the Effective Time (together with the Seller Common Stock and the Seller Series A Stock, the “Seller Stock”) shall, as of the Effective Time, automatically be converted into and shall thereafter represent the right to receive, subject to the other provisions of this Article 1, one share of Purchaser Series B, which shall have rights, preferences, privileges and voting powers, and limitations and restrictions, such that the rights, preferences, privileges and voting powers, and limitations and restrictions, of the Purchaser Series B are, taken as a whole, not materially less favorable to the holders thereof than the rights, preferences, privileges and voting powers, and limitations and restrictions, of the Seller Series B Stock immediately prior to the Effective Time. (e) All shares of Seller Stock that are owned, directly or indirectly, by Seller or Purchaser (other than (i) shares of Seller Stock held in trust accounts, managed accounts, mutual funds and the like, or otherwise held in a fiduciary or agency capacity, that are beneficially owned by third parties and (ii) shares of Seller Stock held, directly or indirectly, by Seller or Purchaser in respect of a debt previously contracted shall be cancelled and shall cease to exist, and no stock of Purchaser or other consideration shall be delivered in exchange therefor. (f) Notwithstanding anything in this Agreement to the contrary, shares of Seller Common Stock that are issued and outstanding immediately prior to the Effective Time and which are held by a shareholder who did not vote in favor of the Merger (or consent thereto in writing) and who is entitled to demand and properly demands the fair value of such shares pursuant to, and who complies in all respects with, the provisions of Sections 607.1301 to 607.1333 of the Florida Corporate Code, shall not be converted into or be exchangeable for the right to receive the Common Stock Merger Consideration (the “Dissenting Shares”), but instead such holder shall be entitled to such rights, and only such rights, as are granted pursuant to the provisions of Sections 607.1301 to 607.1333 of the Florida Corporate Code (and at the Effective Time, such Dissenting Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to exist), unless and until such holder shall have failed to perfect such holder’s right to receive, or shall have effectively withdrawn or lost rights to demand or receive, the fair value of such shares of Seller Common Stock under such provisions of the Florida Corporate Code. If any shareholder dissenting pursuant to Sections 607.1301 to 607.1333 of the Florida Corporate Code and this Section 1.4(f) shall have failed to perfect or shall have effectively withdrawn or lost such right, such holder’s shares of Seller Common Stock shall thereupon be treated as if they had been converted into and become exchangeable for the right to receive, as of the Effective Time, the Common Stock Merger Consideration for each such share of Seller Common Stock, in accordance with Section 1.4(b), without any interest thereon. Seller shall give Purchaser (i) prompt notice of any written notices to exercise dissenters’ rights in respect of any shares of Seller Common Stock, attempted withdrawals of such notices and any other instruments served pursuant to the Florida Corporate Code and received by Seller relating to dissenters’ rights and (ii) the opportunity to participate in negotiations and proceedings with respect to demands for fair value under the Florida Corporate Code. Seller shall not, except with the prior written consent of Purchaser, which consent shall not be unreasonably withheld, delayed or conditioned, voluntarily make any payment with respect to, or settle, or offer or agree to settle, any such demand for payment. Any portion of the Common Stock Merger Consideration made available to the Exchange Agent pursuant to Article 2 to pay for shares of Seller Common Stock for which dissenters’ rights have been perfected shall be returned to Purchaser upon demand. (g) If Purchaser changes the number of shares of Purchaser Common Stock issued and outstanding prior to the Effective Time as a result of a stock split, stock combination, stock dividend or similar recapitalization with respect to such stock and the record date therefor shall be prior to the Effective Time, the Common Stock Merger Consideration shall be proportionately adjusted as necessary to preserve the relative economic benefit to the parties.

Conversion of Stock. At the Effective Time: (i) the shares representing 100% of the issued and outstanding ordinary shares of MailKey ("MAILKEY ORDINARY SHARES") as of the Closing (as that is defined in Section 2.1 hereof) shall, by By virtue of the Merger and without any action on the part of Gulfstream, CenterState or the holders of such sharesany of the following securities, be converted into and represent at the right to receive, and shall be exchangeable for the merger consideration set forth in Section 1.3 hereafter (the "MERGER CONSIDERATIOn");Effective Time: (iia) the shares representing 100% of the issued and outstanding Preferred A Shares of MailKey ("MAILKEY PREFERRED A SHARES") as of the Closing shall, by virtue of the Merger and without any action on the part of the holders of such shares, be converted into and represent the right to receive, and shall be exchangeable for the Merger Consideration as set forth in Section 1.3 hereafter; (iii) the shares representing 100% of the issued and outstanding Preferred B Shares of MailKey ("MAILKEY PREFERRED B SHARES", and together with MailKey Ordinary Shares and MailKey Preferred A Shares, the "MAILKEY CAPITAL STOCK") as of the Closing shall, by virtue of the Merger and without any action on the part of the holders of such shares, be converted into and represent the right to receive, and shall be exchangeable for the Merger Consideration as set forth in Section 1.3 hereafter; (iv) each issued and outstanding Each share of common stock, $.001 par value $.01 per share, of Sub shall, by virtue of CenterState (“CenterState Common Stock”) issued and outstanding immediately prior to the merger, Effective Time shall continue to be converted into and become one (1) validly issued, fully paid and nonassessable ordinary share of common stock, par value $.01, of the Surviving Company. (b) Subject to Sections 1.4(c), 1.4(d), 1.4(e) and 1.4(f), each share of the Surviving Corporation. voting common stock, par value $0.01 per share, of Gulfstream (vthe “Gulfstream Common Stock”) each share of capital stock of MailKey held in treasury as of the Effective Time shall, by virtue of the Merger, be canceled without payment of any consideration therefor issued and without any conversion thereof; (vi) each share of MailKey Capital Stock outstanding as of immediately prior to the Effective Time, by virtue including Trust Account Common Shares and DPC Common Shares, but excluding any Cancelled Shares and any Dissenting Shares (collectively, the “Exchangeable Shares,” and each an “Exchangeable Share”), shall be converted, in accordance with the procedures set forth in Article II, into the right to receive: (i) 3.012 shares of CenterState Common Stock (the “Per Share Stock Consideration”), and (ii) $14.65 plus any cash dividends payable with respect to shares of the MergerCenterState Common Stock which dividends are payable to CenterState shareholders of record as of any date on or after the Closing Date, regardless of the issuance of certificates for shares of CenterState Common Stock to the former holders of the Exchangeable Shares, and any cash in lieu of fractional shares as specified in Section 2.3(f), (collectively, the “Per Share Cash Consideration” and, together with the Per Share Stock Consideration, the “Merger Consideration”). All of the Exchangeable Shares of Gulfstream Common Stock converted into the right to receive the Merger Consideration pursuant to this Article I shall no longer be outstanding and shall automatically be canceled cancelled and retired shall cease to exist as of the Effective Time, and each certificate previously representing any such shares of Gulfstream Common Stock (each, a “Certificate”) shall thereafter represent only the right to receive the Merger Consideration into which the shares of Gulfstream Common Stock represented by such Certificate have been converted pursuant to this Section 1.4 and Section 2.2(f), as well as any dividends to which holders of Gulfstream Common Stock become entitled in accordance with Section 2.2(c). (c) All shares of Gulfstream Common Stock that are owned by Gulfstream or CenterState (other than (i) shares of Gulfstream Common Stock held in trust accounts, managed accounts, mutual funds and the 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 (ii) shares of Gulfstream Common Stock held, directly or indirectly, by Gulfstream or CenterState in respect of a debt previously contracted (any such shares, “DPC Common Shares”)) shall be cancelled and shall cease to exist (any such shares, the “Cancelled Shares”), and no stock of CenterState or other consideration shall be delivered in exchange therefor. (d) Notwithstanding anything in this Agreement to the contrary, shares of Gulfstream Common Stock that are issued and outstanding immediately prior to the Effective Time and which are held by a shareholder who did not vote in favor of the Merger (or consent thereto in writing) and who is entitled to demand and properly demands the fair value of such shares pursuant to, and who complies in all respects with, the provisions of Sections 607.1301 to 607.1333 of the FBCA (the “Dissenting Shares”), shall not be converted into or be exchangeable for the right to receive the Merger Consideration, but instead the holder of such Dissenting Shares shall be entitled to payment of the fair value of such shares in accordance with the provisions of Sections 607.1301 to 607.1333 of the FBCA (and at the Effective Time, such Dissenting Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to exist), unless and until such holder shall have failed to perfect such holder’s right to receive, or shall have effectively withdrawn or lost rights to demand or receive, the fair value of such shares of Gulfstream Common Stock under such provisions of the FBCA. If any shareholder dissenting pursuant to Sections 607.1301 to 607.1333 of the FBCA and this Section 1.4(d) shall have failed to perfect or shall have effectively withdrawn or lost such right, such holder’s shares of Gulfstream Common Stock shall thereupon be treated as if they had been converted into and become Exchangeable Shares as of the Effective Time, eligible to receive the Merger Consideration in accordance with Section 1.4(b), without any interest thereon. Gulfstream shall give CenterState (i) prompt notice of any written notices to exercise dissenters’ rights in respect of any shares of Gulfstream Common Stock, attempted withdrawals of such notices and any other instruments served pursuant to the FBCA and received by Gulfstream relating to dissenters’ rights and (ii) the opportunity to participate in negotiations and proceedings with respect to demands for fair value under the FBCA. Gulfstream shall not, except with the prior written consent of CenterState, voluntarily make any payment with respect to, or settle, or offer or agree to settle, any such demand for payment. Any portion of the Merger Consideration made available to the Exchange Agent pursuant to Article II to pay for shares of Gulfstream Common Stock for which dissenters’ rights have been perfected shall be returned to CenterState upon demand. (e) If CenterState changes the number of shares of CenterState Common Stock issued and outstanding prior to the Effective Time as a result of a stock split, stock combination, stock dividend or similar recapitalization with respect to such stock, and the record date therefor shall be prior to the Effective Time, the Per Share Stock Consideration and the Option Exchange Ratio shall be proportionately adjusted as necessary to preserve the relative economic benefit to the Parties. (f) In the event that all the following conditions are fulfilled: (i) The CenterState Ratio (as defined in Section 8.1(a)(viii)) is greater than 1.15; and (ii) No CenterState Acquisition Event (as defined below) has occurred; then the Per Share Stock Consideration shall be decreased to an amount equal to the quotient obtained by dividing (i) $31.28 by (ii) the Average Closing Price (as defined in Section 8.1(a)(viii)). Upon the occurrence of any adjustment pursuant to this Section 1.4(f), any references in this Agreement to the “Merger Consideration” and the “Per Share Stock Consideration” shall thereafter be deemed to refer to such terms after giving effect to such adjustment.

Conversion of Stock. At the Effective Time, and without any action on the part of the parties hereto, the Osage Shareholders or any other party: (ia) the shares representing 100% of the issued and outstanding ordinary shares common stock of MailKey Osage ("MAILKEY ORDINARY SHARESOsage Common Stock") as of the Closing (other than "Dissenting Shares", as that is defined in Section 2.1 hereofherein) shall, by virtue of the Merger and without any action on the part of the holders of such sharesany holder thereof, be converted into and represent the right to receive, and shall be exchangeable for the merger consideration set forth in identified at Section 1.3 hereafter (the "MERGER CONSIDERATIOn"Merger Consideration); (ii) the shares representing 100% of the issued and outstanding Preferred A Shares of MailKey ("MAILKEY PREFERRED A SHARES") as of the Closing shall, by virtue of the Merger and without any action on the part of the holders of such shares, be converted into and represent the right to receive, and shall be exchangeable for the Merger Consideration as set forth in Section 1.3 hereafter; (iii) the shares representing 100% of the issued and outstanding Preferred B Shares of MailKey ("MAILKEY PREFERRED B SHARES", and together with MailKey Ordinary Shares and MailKey Preferred A Shares, the "MAILKEY CAPITAL STOCK") as of the Closing shall, by virtue of the Merger and without any action on the part of the holders of such shares, be converted into and represent the right to receive, and shall be exchangeable for the Merger Consideration as set forth in Section 1.3 hereafter; (iv) each issued and outstanding share of common stock, $.001 par value per share, of Sub shall, by virtue of the merger, be converted into and become one (1) validly issued, fully paid and nonassessable ordinary share of the Surviving Corporation. (vb) each share of capital stock of MailKey Osage held in treasury as of the Effective Time shall, by virtue of the Merger, be canceled without payment of any consideration therefor and without any conversion thereof; (vic) each share of MailKey Capital Stock common stock of the Sub that is issued and outstanding as of the Effective Time, by virtue Time shall continue to represent one share of common stock of the Surviving Corporation after the Merger, which shares shall thereafter constitute all of the issued and outstanding shares of capital stock of the Surviving Corporation; (d) Acquiror shall pay all charges and expenses, including those of any exchange agent and the National Association of Securities Dealers, Inc., if any, in connection with the issuance or exchange of the shares in connection with the Merger; (e) From and after the Effective Time, there shall be no longer be transfers on the stock transfer books of the Surviving Corporation of shares of Osage capital stock (or any warrants or other rights to acquire any of the same) that were outstanding and immediately prior to the Effective Time. If, after the Effective Time, certificates for shares of Osage capital stock (or any warrants or other rights to acquire any of the same) that were outstanding immediately prior to the Effective Time, they shall automatically be canceled and retired exchanged for the consideration to be received therefor in connection with the Merger as provided in this Agreement; and (f) No fractional shares of stock shall be issued in the Merger, and each holder of Osage Common Stock entitled to receive as part of the Merger Consideration fractional shares shall cease receive that number of shares of stock rounded to existthe nearest whole number.

Conversion of Stock. At the Effective Time, by virtue of the Merger and without any action on the part of any Party: (ia) the shares representing 100% of the Each Common Share issued and outstanding ordinary shares of MailKey immediately prior to the Effective Time ("MAILKEY ORDINARY SHARES"other than (i) as any Common Shares which are held by any wholly owned Subsidiary of the Closing Company or in the treasury of the Company, all of which shall cease to be outstanding and be cancelled and none of which shall receive any payment with respect thereto and (as that is defined ii) Common Shares held by Stockholders who comply with all provisions of the DGCL concerning the right of holders of Common Shares to demand appraisal of their Common Shares in Section 2.1 hereofconnection with the Merger (such holders, “Dissenting Common Share Holders”)) and all rights in respect thereof shall, by virtue of the Merger and without any action on the part of the holders of such sharesholder thereof, forthwith cease to exist and be converted into and represent the right to receivereceive an amount in cash, and shall be exchangeable for the merger consideration set forth in Section 1.3 hereafter without interest (the "MERGER CONSIDERATIOn"“Common Share Consideration”), equal to the Purchase Price, minus the Aggregate Preferred Share Amount, minus the aggregate amount of all Option Payments, minus the aggregate amount of all Warrant Payments, minus the applicable Escrow Amount Deduction, divided by the number of Common Shares outstanding at the Effective Time (other than any Common Shares which are held by any wholly owned Subsidiary of the Company or in the treasury of the Company, all of which shall cease to be outstanding and be cancelled and none of which shall receive any payment with respect thereto); (iib) the shares representing 100% of the Each Preferred Share issued and outstanding immediately prior to the Effective Time (other than (i) any Preferred A Shares of MailKey ("MAILKEY PREFERRED A SHARES") as which are held by any wholly owned Subsidiary of the Closing Company or in the treasury of the Company, all of which shall cease to be outstanding and be cancelled and none of which shall receive any payment with respect thereto and (ii) Preferred Shares held by Stockholders who comply with all provisions of the DGCL concerning the right of holders of Preferred Shares to demand appraisal of their Preferred Shares in connection with the Merger (such holders, “Dissenting Preferred Share Holders” and, collectively with the Dissenting Common Share Holders, “Dissenting Stockholders”)) and all rights in respect thereof shall, by virtue of the Merger and without any action on the part of the holders of such sharesholder thereof, forthwith cease to exist and be converted into and represent the right to receivereceive an amount in cash, and shall be exchangeable for without interest (the Merger Consideration as set forth in Section 1.3 hereafter; (iii) “Preferred Share Consideration”), equal to the shares representing 100% Aggregate Preferred Share Amount divided by the number of the issued and Preferred Shares outstanding Preferred B Shares of MailKey ("MAILKEY PREFERRED B SHARES", and together with MailKey Ordinary Shares and MailKey Preferred A Shares, the "MAILKEY CAPITAL STOCK") as of the Closing shall, by virtue of the Merger and without any action on the part of the holders of such shares, be converted into and represent the right to receive, and shall be exchangeable for the Merger Consideration as set forth in Section 1.3 hereafter; (iv) each issued and outstanding share of common stock, $.001 par value per share, of Sub shall, by virtue of the merger, be converted into and become one (1) validly issued, fully paid and nonassessable ordinary share of the Surviving Corporation. (v) each share of capital stock of MailKey held in treasury as of at the Effective Time shall, (other than any Preferred Shares which are held by virtue any wholly owned Subsidiary of the Merger, be canceled without payment of any consideration therefor and without any conversion thereof; (vi) each share of MailKey Capital Stock outstanding as Company or in the treasury of the Effective TimeCompany, by virtue all of the Merger, which shall no longer cease to be outstanding and be cancelled and none of which shall automatically be canceled and retired and shall cease to exist.receive any payment with respect thereto); and

Conversion of Stock. At As of the Effective Time: (i) the shares representing 100% of the issued and outstanding ordinary shares of MailKey ("MAILKEY ORDINARY SHARES") as of the Closing (as that is defined in Section 2.1 hereof) shall, by virtue of the Merger and without any action on the part of the holders holder of such shares, be converted into and represent the right to receive, and shall be exchangeable for the merger consideration set forth in Section 1.3 hereafter (the "MERGER CONSIDERATIOn");any shares of Company Common Stock: (iia) the shares representing 100% of the issued Subject to Sections 5.12 and outstanding Preferred A Shares of MailKey ("MAILKEY PREFERRED A SHARES") as of the Closing shall7.2(d), by virtue of the Merger and without any action on the part of the holders of such shares, be converted into and represent the right to receive, and shall be exchangeable for the Merger Consideration as set forth in Section 1.3 hereafter; (iii) the shares representing 100% of the issued and outstanding Preferred B Shares of MailKey ("MAILKEY PREFERRED B SHARES", and together with MailKey Ordinary Shares and MailKey Preferred A Shares, the "MAILKEY CAPITAL STOCK") as of the Closing shall, by virtue of the Merger and without any action on the part of the holders of such shares, be converted into and represent the right to receive, and shall be exchangeable for the Merger Consideration as set forth in Section 1.3 hereafter; (iv) each issued and outstanding share of Company Common Stock (other than shares to be cancelled in accordance with Section 2.1(b)) shall be converted into the right to receive (i) that amount of cash (the "Cash Consideration") equal to the quotient obtained by dividing (A) $10,000,000 less the Company's documented out-of-pocket expenses, including without limitation the Company's due diligence examination of Parent and its business and assets, but excluding the fees and expenses of the financial audit of the Company for the year ended December 31, 2001, incurred in connection with this Agreement and the transactions contemplated hereby, which shall be agreed in writing by Parent and the Company prior to the Effective Time (provided such written agreement shall not be deemed to be a waiver by Parent of any right to make a claim for Damages (as defined in Section 9.1) in connection with such out-of-pocket expenses) by (B) the total number of issued and outstanding shares of Company Common Stock at the Effective Time (the "Outstanding Company Shares"), and (ii) that number of validly issued, fully paid and non-assessable shares (hereinafter referred to as the "Stock Consideration" and, together with the Cash Consideration, the "Merger Consideration") of Parent common stock, $.001 par value per share, ("Parent Common Stock") equal to the quotient obtained by dividing (A) an amount equal to 1,900,000 shares of Sub shallParent Common Stock (the "Base Stock Number") less the number of Option Shares (as defined in Section 5.10(a)), by virtue (B) the number of the merger, be converted into and become one (1) validly issued, fully paid and nonassessable ordinary share of the Surviving Corporation. (v) each share of capital stock of MailKey held in treasury as of the Effective Time shall, by virtue of the Merger, be canceled without payment of any consideration therefor and without any conversion thereof; (vi) each share of MailKey Capital Stock outstanding as Outstanding Company Shares. As of the Effective Time, by virtue of the Merger, all Outstanding Company Shares shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each holder of a certificate which immediately prior to the Effective Time represented any Outstanding Company Shares (each, a "Company Certificate") shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration for each Outstanding Company Share and cash in lieu of fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.4, in each case to be issued or paid in consideration therefor upon surrender of such Company Certificate in accordance with Section 2.3, without interest. Notwithstanding the foregoing, if between the date of this Agreement and the Effective Time the outstanding shares of Parent Common Stock shall have been changed into a different number of shares or a different class, by reason of the occurrence or record date of any stock dividend, subdivision, reclassification, recapitalization, split, combination, exchange of shares or similar transaction, the Stock Consideration (and the Escrow Shares and the Adjusted Stock Consideration, each as defined below) shall be appropriately adjusted to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination, exchange of shares or similar transaction. (b) Each share of Company Common Stock that is owned at the Effective Time by the Company, Parent, Merger Sub or any Subsidiary (as defined in Section 2.10) thereof, shall automatically be canceled and retired and shall cease to exist, and no shares of Parent Common Stock or other consideration shall be delivered in exchange therefor. (c) At the Effective Time, to the extent that any shares of Company Common Stock are subject to restrictions on transfer, vesting, or otherwise, the shares of Parent Common Stock issued in exchange therefor in the Merger shall be subject to substantially similar restrictions; provided, however, that any rights to repurchase unvested shares shall be adjusted in number and price to reflect the Merger Consideration to be issued for Company Common Stock.

Conversion of Stock. At Pursuant to the Effective Time: (i) the shares representing 100% of the issued and outstanding ordinary shares of MailKey ("MAILKEY ORDINARY SHARES") as of the Closing (as that is defined in Section 2.1 hereof) shallMerger, by virtue of the Merger and without any action on the part of the holders of any outstanding shares of capital stock or securities of Visionics or Merger Sub: (a) As of the Effective Time, each share of Visionics Common Stock, together with the rights (the "VISIONICS RIGHTS"), if any, associated with each such sharesshare issued in connection with the Visionics Rights Agreement (the "VISIONICS RIGHTS PLAN") dated May 2, 1996 between Visionics and Wells Fargo Bank, issued and outstanding immediately prior to the Xxxxxtive Time (other than shares of Visionics Common Stock to be canceled pursuant to Section 2.1(c)), shall be automatically converted into 1.3436 (the "EXCHANGE RATIO") fully paid and represent nonassessable shares of Identix Common Stock. (b) As of the Effective Time, each holder of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Visionics Common Stock shall cease to have any rights with respect thereto, except the right to receivereceive (i) a certificate (or direct registration) representing the number of whole shares of Identix Common Stock into which such shares have been converted (the "IDENTIX CERTIFICATES"), and (ii) cash in lieu of fractional shares of Identix Common Stock in accordance with Section 2.1(f), without interest. (c) As of the Effective Time, each share of Visionics Common Stock held of record immediately prior to the Effective Time by Visionics, Merger Sub, Identix or any Subsidiary (as defined in Section 2.1(g)) of Visionics or of Identix shall be exchangeable for canceled and extinguished without any conversion thereof. (d) As of the merger consideration set forth in Section 1.3 hereafter Effective Time, each share of Common Stock, $0.01 par value, of Merger Sub (the "MERGER CONSIDERATIOnSUB COMMON STOCK"); (ii) the shares representing 100% of the issued and outstanding Preferred A Shares of MailKey ("MAILKEY PREFERRED A SHARES") as of immediately prior to the Closing shallEffective Time shall be canceled, by virtue of the Merger extinguished and without any action on the part of the holders of such shares, be automatically converted into and represent the right to receive, and shall be exchangeable for the Merger Consideration as set forth in Section 1.3 hereafter; (iii) the shares representing 100% of the issued and outstanding Preferred B Shares of MailKey ("MAILKEY PREFERRED B SHARES", and together with MailKey Ordinary Shares and MailKey Preferred A Shares, the "MAILKEY CAPITAL STOCK") as of the Closing shall, by virtue of the Merger and without any action on the part of the holders of such shares, be converted into and represent the right to receive, and shall be exchangeable for the Merger Consideration as set forth in Section 1.3 hereafter; (iv) each issued and outstanding share of common stock, $.001 par value per share, of Sub shall, by virtue of the merger, be converted into and become one (1) validly issued, fully paid and nonassessable ordinary share of Common Stock, $0.01 par value, of the Surviving Corporation. Each certificate evidencing ownership of a number of shares of Merger Sub Common Stock shall be deemed to evidence ownership of the same number of shares of Common Stock, $0.01, of the Surviving Corporation. (ve) each Without limiting any other provision of this Agreement, the Exchange Ratio shall be adjusted to reflect fully the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into Identix Common Stock or Visionics Common Stock), extraordinary dividend or distribution, reorganization, reclassification, recapitalization or other like change with respect to Identix Common Stock or Visionics Common Stock occurring or having a record date or an effective date on or after the date hereof and prior to the Effective Time. (f) No fraction of a share of capital stock of MailKey held in treasury as of the Effective Time shall, Identix Common Stock will be issued by virtue of the Merger. Instead, each holder of shares of Visionics Common Stock who would otherwise be canceled without payment entitled to a fraction of any consideration therefor and without any conversion thereof; (vi) each a share of MailKey Capital Identix Common Stock outstanding (after aggregating all fractional shares of Identix Common Stock to be received by such holder) shall receive from Identix an amount of cash (rounded down to the nearest whole cent) equal to the product of (i) such fraction, multiplied by (ii) the Identix Closing Value. For the purposes of this Agreement, "IDENTIX CLOSING VALUE" shall mean the closing price per share of Identix Common Stock as of reported on the Nasdaq National Market ("NASDAQ") on the trading day immediately preceding the Effective Time, by virtue of the Merger, shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist.

Conversion of Stock. At the Effective Time: (i) The manner of converting the shares representing 100% of the issued and outstanding ordinary shares of MailKey ("MAILKEY ORDINARY SHARES") as capital stock of the Closing (as that is defined in Section 2.1 hereof) Constituent Corporations upon the Merger shall, by virtue of the Merger and without the need of any action on the part of any one thereof or their respective shareholders, be as follows: (a) Each share of the holders Holding Common Stock issued and outstanding immediately prior to the Effective Time (other than (i) shares of Holding Common Stock held by any holder (a "Dissenting Shareholder") who shall have taken the necessary steps to seek appraisal of and to demand payment for such shares of Holding Common Stock pursuant to the dissenters' rights provisions of California law ("Dissenting Shares"), and (ii) shares of Holding Common Stock held as treasury stock by either of the TW Entities (collectively, the "Excluded Shares")), shall be converted into the right solely to receive $18.25 in cash, without interest (the "Merger Consideration"). Dissenting Shares shall be treated as provided in Section 4(c) below. All other Excluded (b) Each share of the Merger Sub Common Stock issued and outstanding immediately prior to the Effective Time shall at the Effective Time be converted into one share of the common stock of the Surviving Corporation and shall thereafter constitute all of the issued and outstanding shares of the capital stock of the Surviving Corporation. (c) 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 sharesDissenting Shares withdraws his or her demand for appraisal and payment with respect to such Dissenting Shares with the consent of the Acquiror or TW Holding, if such consent is required, or becomes ineligible for such appraisal and payment. If a holder of Dissenting Shares shall withdraw in writing his or her demand for such appraisal and payment with the consent of the Acquiror or TW Holding, if such consent is required, or shall become ineligible for such appraisal and payment (through failure to comply with the requirements of applicable law therefor or otherwise), then, as of the later of the Effective Time or the occurrence of such event, such holder's Dissenting Shares shall automatically be converted into and represent the right to receive, and shall be exchangeable for the merger consideration set forth in Section 1.3 hereafter (the "MERGER CONSIDERATIOn"); (ii) the shares representing 100% of the issued and outstanding Preferred A Shares of MailKey ("MAILKEY PREFERRED A SHARES") as of the Closing shall, by virtue of the Merger and without any action on the part of the holders of such shares, be converted into and represent the right to receive, and shall be exchangeable for receive the Merger Consideration as set forth in Section 1.3 hereafter; (iii) without interest thereon). TW Holding shall give the shares representing 100% Acquiror prompt notice of any demands for such appraisal, withdrawals of demands for such appraisal and any other instruments served pursuant to applicable law that are received by TW Holding or its representatives. TW Holding shall not voluntarily make any payment with respect to any such demands for appraisal and shall not, except with the prior written consent of the issued Acquiror, settle or offer to settle any such demands. Each holder of Dissenting Shares shall have only such rights and outstanding Preferred B remedies as are granted to such holder under the provisions of applicable law and regulations. Dissenting Shares of MailKey ("MAILKEY PREFERRED B SHARES"shall not, and together with MailKey Ordinary Shares and MailKey Preferred A Shares, the "MAILKEY CAPITAL STOCK") as of the Closing shall, by virtue of the Merger and without any action on the part of the holders of such shares, be converted into and represent the right to receive, and shall be exchangeable for the Merger Consideration as set forth in Section 1.3 hereafter; (iv) each issued and outstanding share of common stock, $.001 par value per share, of Sub shall, by virtue of the merger, be converted into and become one (1) validly issued, fully paid and nonassessable ordinary share of the Surviving Corporation. (v) each share of capital stock of MailKey held in treasury as of the Effective Time shall, by virtue of the Merger, be canceled without payment of any consideration therefor and without any conversion thereof; (vi) each share of MailKey Capital Stock outstanding as of after the Effective Time, by virtue be entitled to vote for any purpose or be entitled to the payment of dividends or other distributions (except any such dividends or other distributions as may have been payable to the Merger, shall no longer be outstanding and shall automatically be canceled and retired and shall cease shareholders of TW Holding of record prior to existthe Effective Time).

Conversion of Stock. (a) At the Effective Time, by virtue of the First-Step Merger and without any further action on the part of the Acquiror, First-Step Merger Sub, the Company or any holder of any shares of Company Common Stock or any shares of capital stock of First-Step Merger Sub: (i) the shares representing 100% Each share of the Company Common Stock that is issued and outstanding ordinary immediately prior to the Effective Time (which shall include any shares of MailKey Company Common Stock issued in connection with the exercise prior to the Effective Time of any Company Option or Company Warrant that was outstanding on, and disclosed to Acquiror on or prior to, the date hereof and that was duly exercised in accordance with its respective terms and conditions without any amendment thereto, but which shall exclude any shares of Company Common Stock described in Sections 2.8(a)(iii) and ("MAILKEY ORDINARY SHARES"v) as and any Dissenting Shares) (the “Company Shares”) shall immediately cease to be outstanding, shall automatically be cancelled and retired, shall cease to exist and, subject to Section 2.8(a)(ii) shall be converted into the right to receive, subject to the terms and conditions of this Agreement and adjusted for any stock split, stock dividend or other similar event by the Company, the following: (A) an amount of cash equal to $3.00 without any interest thereon (the “Cash Merger Consideration Per Share”); (B) two (2) shares of Acquiror Common Stock (the “Stock Merger Consideration Per Share”); (C) a warrant to purchase one (1) share of Acquiror Common Stock at an exercise price equal to $3.00 per share, exercisable for two years following the third anniversary of the Closing Effective Time in accordance with a warrant agreement (“Warrant Agreement”) substantially in the form attached hereto as Exhibit G (each an “Acquiror Warrant” and, such Acquiror Warrants distributed as set forth in this Section 2.8(a)(i)(C), the “Warrant Consideration Per Share” and, together with the Cash Merger Consider Per Share and the Stock Merger Consideration Per Share, the “Merger Consideration Per Share”). The aggregate consideration to be paid hereunder to the holders of the shares of Company Common Stock that are issued and outstanding immediately prior to the Effective Time is referred to herein as the “Merger Consideration.” (ii) Notwithstanding Section 2.8(a)(i), the maximum aggregate amount of Merger Consideration that the Acquiror is required to pay hereunder (excluding any amount (or value in the event that consideration other than cash is paid) that the Acquiror is required to pay with respect to any Dissenting Shares, the “Aggregate Merger Consideration”) with respect to each component of the Aggregate Merger Consideration, shall not exceed: (A) (1) the Maximum Number of Company Shares, multiplied by (2) the Cash Merger Consideration Per Share (the “Aggregate Cash Merger Consideration”); (B) (1) the Maximum Number of Company Shares, multiplied by (2) Stock Merger Consideration Per Share (the “Aggregate Stock Merger Consideration”); and (C) (1) the Maximum Number of Company Shares, multiplied by (2) Warrant Merger Consideration Per Share (the “Aggregate Warrant Merger Consideration”). Accordingly, in the event that the actual number of Company Shares outstanding at the Effective Time exceeds the Maximum Number of Company Shares, then the Aggregate Merger Consideration will be allocated pro rata among the actual number of Company Shares outstanding at the Effective Time in lieu of the per share allocation described in Section 2.8(a)(i). (iii) Each share of Company Common Stock that is defined owned by the Acquiror, First-Step Merger Sub or Second-Step Merger Sub immediately prior to the Effective Time shall automatically be cancelled and retired and shall cease to exist, and no cash or other consideration shall be delivered or deliverable in Section 2.1 hereofexchange therefor. (iv) shallIf, between the date of this Agreement and the Effective Time, the outstanding shares of Acquiror Common Stock have been changed into, or exchanged for, a different number of shares or a different class, by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, appropriate and proportionate adjustments shall be made to the Stock Merger Consideration Per Share, Warrant Consideration Per Share, Aggregate Stock Merger Consideration, Aggregate Warrant Merger Consideration and the Conversion Ratio to provide the holders of Company Shares and Company Warrants the same economic effect as contemplated by this Agreement prior to such event. (v) Each share of Company Common Stock that is held in the treasury of the Company or owned by the Company or any of its Subsidiaries immediately prior to the Effective Time shall automatically be cancelled and retired and shall cease to exist, and no cash or other consideration shall be delivered or deliverable in exchange therefor. (b) Each share of common stock, par value $0.001 per share, of First-Step Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into one fully paid share of common stock, no par value, of the Interim Surviving Corporation. (c) At the Second-Step Effective Time, by virtue of the Second-Step Merger and without any further action on the part of the Acquiror, the Interim Surviving Corporation, the Second-Step Merger Sub, or any holder of any shares of the capital stock of the Interim Surviving Corporation or Second-Step Merger Sub or any other person (i) the membership interests of the Second-Step Merger Sub that are issued and outstanding immediately prior to the Second-Step Effective Time shall immediately cease to be outstanding, shall automatically be cancelled and retired and shall cease to exist, and (ii) the shares of common stock, no par value, of the Interim Surviving Corporation that are issued and outstanding immediately prior to the Second-Step Effective Time shall be converted into the right to receive, in the aggregate, 100% of the membership interests of the Final Surviving Entity. (d) Notwithstanding anything to the contrary in this Section 2.8, at the Effective Time, by virtue of the First-Step Merger and without any action on the part of Acquiror, First-Step Merger Sub, Second-Step Merger Sub, the Company or the holders of such sharesany shares of Company Common Stock, be converted into and represent the right to receive, and Dissenting Shares shall be exchangeable for the merger consideration set forth treated in accordance with Section 1.3 hereafter (the "MERGER CONSIDERATIOn"); (ii) the shares representing 100% of the issued and outstanding Preferred A Shares of MailKey ("MAILKEY PREFERRED A SHARES") as of the Closing shall, by virtue of the Merger and without any action on the part of the holders of such shares, be converted into and represent the right to receive, and shall be exchangeable for the Merger Consideration as set forth in Section 1.3 hereafter; (iii) the shares representing 100% of the issued and outstanding Preferred B Shares of MailKey ("MAILKEY PREFERRED B SHARES", and together with MailKey Ordinary Shares and MailKey Preferred A Shares, the "MAILKEY CAPITAL STOCK") as of the Closing shall, by virtue of the Merger and without any action on the part of the holders of such shares, be converted into and represent the right to receive, and shall be exchangeable for the Merger Consideration as set forth in Section 1.3 hereafter; (iv) each issued and outstanding share of common stock, $.001 par value per share, of Sub shall, by virtue of the merger, be converted into and become one (1) validly issued, fully paid and nonassessable ordinary share of the Surviving Corporation2.9. (v) each share of capital stock of MailKey held in treasury as of the Effective Time shall, by virtue of the Merger, be canceled without payment of any consideration therefor and without any conversion thereof; (vi) each share of MailKey Capital Stock outstanding as of the Effective Time, by virtue of the Merger, shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist.