Common use of Effect of the Merger on Capital Stock Clause in Contracts

Effect of the Merger on Capital Stock. Xx xx xxx Xffective Time, as a result of the Merger and without any action on the part of any holder thereof: (1) all of the shares of Company Capital Stock issued and outstanding immediately prior to the Effective Time will be converted into the right to receive, without interest, on surrender of the certificates evidencing those shares, the following, subject to reduction as set forth below in this PARAGRAPH (iv) (the "Acquisition Consideration"): (a) Cash or other immediately available funds in the aggregate amount of Seven Million Seven Hundred and Seventy-Six Thousand Six Hundred and Thirty Two and 00/100 Dollars ($7,776,632); and (b) Eight Hundred and Seven Thousand Eight Hundred and Twenty Eight (807,828) shares of Invatec Common Stock; and as further described on SCHEDULE I whereupon all such shares of Company Capital Stock shall cease to be outstanding and to exist, and shall be canceled and retired; PROVIDED HOWEVER, that the payments of cash or deliveries of Invatec Common Stock to be made by Invatec to the Subsidiary Minority Stockholders under the Minority Interest Purchase Agreements (collectively the "Minority Interest Payments") and with respect to the Employee Bonuses shall be made at the Closing by the Company by delivery by Invatec to the Company of sufficient cash (net of any amounts required under the Code to be withheld for tax purposes), and the Acquisition Consideration otherwise payable or deliverable to the Stockholders shall be reduced by such Employee Bonuses and Minority Interest Payments; (2) each share of the Company's capital stock held in the treasury of the Company shall cease to be outstanding and to exist and shall be canceled and retired; and (3) each share of common stock of Invatec Sub issued and outstanding immediately prior to the Effective Time will remain one share of common stock of the Surviving Company and such shares of common stock of the Surviving Company will constitute all the issued and outstanding common stock of the Surviving Company. Each Stockholder of the Company immediately prior to the Effective Time will, as of the Effective Time and thereafter, cease to have any rights respecting those shares other than the right to receive such Stockholder's Pro Rata Share of the Acquisition Consideration payable or deliverable to the Stockholders.

Effect of the Merger on Capital Stock. Xx xx xxx Xffective TimeEXCHANGE OF CERTIFICATES Section 4.1. Upon the effective time of the Merger: (a) Each share of Common Stock, as a result $0.01 par value per share, of Merger Sub issued and outstanding immediately prior to the effective time shall, by virtue of the Merger and without any action on the part of any holder the holders thereof:, be automatically converted into one share of common stock, $0.001 par value per share, of the Surviving Corporation. (b) Each share of NCI Capital Stock, $0.001 par value per share, that is (1) all owned by NCI as treasury stock, or (2) authorized but unissued, shall, by virtue of the shares Merger and without any action on the part of Company Capital Merger Sub or NCI, cease to be outstanding, be canceled and retired without payment of any consideration therefor and cease to exist. (c) Each share of NCI Common Stock issued and outstanding immediately prior to the Effective Time will effective time (other than shares canceled pursuant to clause (b) above) shall, be exchanged and converted into the right to receive, without interest, on surrender receive one share of the certificates evidencing those shares, the following, subject to reduction as set forth below in this PARAGRAPH (iv) (the "Acquisition Consideration"):Holding Company Common Stock. (ad) Cash or other immediately available funds in the aggregate amount of Seven Million Seven Hundred and Seventy-Six Thousand Six Hundred and Thirty Two and 00/100 Dollars ($7,776,632); and (b) Eight Hundred and Seven Thousand Eight Hundred and Twenty Eight (807,828) shares of Invatec Common Stock; and as further described on SCHEDULE I whereupon all such shares of Company Capital Stock shall cease to be outstanding and to exist, and shall be canceled and retired; PROVIDED HOWEVER, that the payments of cash or deliveries of Invatec Common Stock to be made by Invatec to the Subsidiary Minority Stockholders under the Minority Interest Purchase Agreements (collectively the "Minority Interest Payments") and with respect to the Employee Bonuses shall be made at the Closing by the Company by delivery by Invatec to the Company of sufficient cash (net of any amounts required under the Code to be withheld for tax purposes), and the Acquisition Consideration otherwise payable or deliverable to the Stockholders shall be reduced by such Employee Bonuses and Minority Interest Payments; (2) each Each share of the Company's capital stock held in the treasury of the Company shall cease to be outstanding and to exist and shall be canceled and retired; and (3) each share of common stock of Invatec Sub NCI Series B Preferred Stock issued and outstanding immediately prior to the Effective Time will remain effective time (other than shares canceled pursuant to clause (b) above) shall, be exchanged and converted into the right to receive one share of common stock Holding Company Series B Preferred Stock. (e) Each share of the Surviving Company and such shares of common stock of the Surviving Company will constitute all the NCI Series C Preferred Stock issued and outstanding common stock of the Surviving Company. Each Stockholder of the Company immediately prior to the Effective Time will, as of the Effective Time and thereafter, cease to have any rights respecting those shares effective time (other than shares canceled pursuant to clause (b) above) shall, be exchanged and converted into the right to receive one share of Holding Company Series C Preferred Stock. (f) Each certificate representing any such Stockholder's Pro Rata Share NCI Capital Stock shall thereafter represent the right to receive a certificate representing the shares of the Acquisition Consideration payable or deliverable to the StockholdersHolding Company Capital Stock into which such NCI Capital Stock have been automatically converted.

Effect of the Merger on Capital Stock. Xx xx xxx Xffective As of the Effective Time, as a result of the Merger and without any action on the part of any holder thereof: (1i) all each holder of PCII Common Stock which is issued and outstanding immediately prior to the Effective Time shall automatically be entitled to receive that number of shares of Company Capital iExalt Common Stock set forth opposite their respective names on SCHEDULE 3(I) attached hereto, for a total of 266,068 fully paid and nonassessable shares of issued and outstanding iExalt Common Stock, plus the right to receive, if earned the Contingent Shares described in paragraph (iv) below, and each holder's shares of PCII Common Stock issued and outstanding immediately prior to the Effective Time shall automatically cease to be outstanding and to exist, and shall be canceled and retired; (ii) each share of PCII Common Stock held in the treasury of PCII shall be canceled and retired; (iii) each share of Merger Sub Common Stock issued and outstanding immediately prior to the Effective Time will be converted into the right to receiveone share of Common Stock, without interestpar value $.01 per share, on surrender of the certificates evidencing those sharesSurviving Corporation, and the following, subject to reduction as set forth below in this PARAGRAPH (iv) (shares of Common Stock of the "Acquisition Consideration"): (a) Cash or other immediately available funds in Surviving Corporation resulting from such conversion will constitute all of the aggregate amount issued and outstanding shares of Seven Million Seven Hundred and Seventy-Six Thousand Six Hundred and Thirty Two and 00/100 Dollars ($7,776,632)capital stock of the Surviving Corporation; and (biv) Eight Hundred and Seven Thousand Eight Hundred and Twenty Eight (807,828) shares of Invatec Common Stock; and as further described on SCHEDULE I whereupon all such shares of Company Capital Stock shall cease in addition to be outstanding and to exist, and shall be canceled and retired; PROVIDED HOWEVER, that the payments of cash or deliveries of Invatec iExalt Common Stock to be made by Invatec to issuable under Section 3(i) above, the Subsidiary Minority Stockholders under the Minority Interest Purchase Agreements (collectively the "Minority Interest Payments") and with respect to the Employee Bonuses shall be made at the Closing by the Company by delivery by Invatec to the Company holders of sufficient cash (net of any amounts required under the Code to be withheld for tax purposes), and the Acquisition Consideration otherwise payable or deliverable to the Stockholders shall be reduced by such Employee Bonuses and Minority Interest Payments; (2) each share of the Company's capital stock held in the treasury of the Company shall cease to be outstanding and to exist and shall be canceled and retired; and (3) each share of common stock of Invatec Sub issued and outstanding PCII Common Stock immediately prior to the Effective Time will remain one share shall be entitled to receive up to an additional 275,924 shares of common iExalt Common Stock ("CONTINGENT SHARES") upon PremierCare, L.L.C. (i) collecting certain accounts receivable within six months after the Effective Time, and (ii) achieving certain EBITDA levels during the two-year period after the Effective Time, as is more fully described in Section 2.3 of the Reorganization Agreement. Upon and after the Effective Time, no transfer of shares of PCII Common Stock issued and outstanding immediately before the Effective Time shall be made on the stock transfer books of the Surviving Company and such Corporation. Each holder of a certificate representing shares of common stock of the Surviving Company will constitute all the issued and outstanding common stock of the Surviving Company. Each Stockholder of the Company PCII Common Stock immediately prior to before the Effective Time will, as of the Effective Time and thereafter, cease to have any rights respecting those shares other than the right to receive such Stockholder's Pro Rata Share receive, without interest, the shares of iExalt Common Stock into which his shares of PCII Common Stock shall have been converted as a result of the Acquisition Consideration payable or deliverable to the StockholdersMerger.

Effect of the Merger on Capital Stock. Xx xx xxx Xffective At the Effective Time, as a result by virtue of the Merger and without any action on the part of the holders of any holder thereofcapital stock of the Constituent Corporations: (1a) all Each share of the shares Common Stock, par value $.01 per share, of Company Capital Stock LSI (the "LSI Shares") issued and outstanding immediately prior to the Effective Time will shall be converted into the right to receive, without interest, on surrender one share of the certificates evidencing those sharesCommon Stock, the following, subject to reduction as set forth below in this PARAGRAPH (iv) par value $0.04 per share of LTTC (the "Acquisition ConsiderationLTTC Shares"): (a) Cash or other immediately available funds in the aggregate amount of Seven Million Seven Hundred and Seventy-Six Thousand Six Hundred and Thirty Two and 00/100 Dollars ($7,776,632); and. (b) Eight Hundred and Seven Thousand Eight Hundred and Twenty Eight (807,828) shares of Invatec Common Stock; and as further described on SCHEDULE I whereupon all such shares of Company Capital Stock shall cease to be outstanding and to exist, and shall be canceled and retired; PROVIDED HOWEVER, that the payments of cash or deliveries of Invatec Common Stock to be made by Invatec to the Subsidiary Minority Stockholders under the Minority Interest Purchase Agreements (collectively the "Minority Interest Payments") and with respect to the Employee Bonuses shall be made at the Closing by the Company by delivery by Invatec to the Company of sufficient cash (net of any amounts required under the Code to be withheld for tax purposes), and the Acquisition Consideration otherwise payable or deliverable to the Stockholders shall be reduced by such Employee Bonuses and Minority Interest Payments; (2) each share of the Company's capital stock held in the treasury of the Company shall cease to be outstanding and to exist and shall be canceled and retired; and (3) each share of common stock of Invatec Sub Each LTTC Share issued and outstanding immediately prior to the Effective Time will remain one share of common stock of (other than those owned by Larcan) shall be cancelled at the Surviving Company and such shares of common stock of Effective Time in exchange for the Surviving Company will constitute all the Merger Consideration (as defined below). (c) Each LTTC Share issued and outstanding common stock of the Surviving Company. Each Stockholder of the Company immediately prior to the Effective Time will, as of that is owned by Larcan shall be cancelled at the Effective Time without any consideration therefor. (d) As used herein Merger Consideration means $0.0625, which equals the sale price of each and thereafterevery LTTC Share traded on its principal trading market for 30 days immediately prior to the date hereof. (e) At and after the Effective Time, cease each holder of a certificate or certificates theretofore representing LTTC Shares ("OLD LTTC Shares") that were converted into the Merger Consideration in the Merger (a "Certificate") may surrender the same to have any rights respecting those shares other than LTTC or its agent for cancellation, and each such holder shall be entitled upon such surrender to receive in exchange therefor a check in an amount equal to the aggregate amount of cash to which such holder is entitled to be paid pursuant to this Article IV, without interest. Until so surrendered, each Certificate, after the Effective Time, shall be deemed for all purposes to evidence the right to receive such Stockholder's Pro Rata Share payment. If any amount is to be paid to a person other than the person to which the Certificate surrendered for exchange is issued, the Certificate so surrendered shall be properly endorsed and otherwise in proper form for transfer and the person requesting such exchange shall affix any requisite stock transfer tax stamps to the Certificate surrendered or provide funds for their purchase or establish to the reasonable satisfaction of LTTC or its agent that such taxes are not payable. (f) At the Effective Time, the stock transfer books of LTTC shall be closed regarding Old LTTC Shares and no transfer of Old LTTC Shares shall thereafter be made or recognized. Any other provision of this Agreement notwithstanding, neither LTTC nor its agent nor any party to the Merger shall be liable to a holder of Old LTTC Shares for any amount paid or property delivered in good faith to a public official pursuant to any applicable abandoned property, escheat or similar law. (g) Notwithstanding any other provision hereof, any holder of Old LTTC Shares that perfects appraisal rights under the Section 262 of the Acquisition Consideration payable or deliverable to DGCL shall have their Old LTTC Shares converted into the Stockholdersconsideration determined in accordance with such statute.

Effect of the Merger on Capital Stock. Xx xx xxx Xffective At the Effective Time, as a result of the Merger and without any action on the part of Truli, Merger Sub, or Recruiter or the holder of any holder thereofcapital stock of Truli, Merger Sub, or the Recruiter: (1a) all Each share of Recruiter Common Stock that is owned by Truli, Merger Sub, or Recruiter (as treasury stock or otherwise) or any of their respective direct or indirect wholly-owned Subsidiaries as of immediately prior to the shares Effective Time will automatically be cancelled and retired and will cease to exist, and no consideration will be delivered in exchange therefor. (b) Each share of Company Capital Recruiter Common Stock issued and outstanding immediately prior to the Effective Time (other than shares to be cancelled and retired in accordance with Section 2.3(a)) will be converted into the right to receive: (i) a number of shares of Truli Series E Preferred Stock convertible into such number of shares of Truli Common Stock as set forth on Schedule 2.3(b) (the “Merger Consideration”); (ii) any cash in lieu of fractional shares of Truli Series E Preferred Stock payable pursuant to Section 2.5; and (iii) any dividends or other distributions to which the holder thereof becomes entitled to upon the surrender of such shares of Recruiter Common Stock in accordance with Section 2.8. The shares of Truli Series E Preferred Stock may not be offered, without interestsold, pledged or otherwise transferred for 12 months from the Closing Date. Truli shall enforce this 12 month holding period and shall not waive it except by operation of law as applied to any stockholder who dies or becomes disabled. In the event that Truly shall issue any preferred stock or Truli Common Stock or any securities that are convertible or exercisable into preferred or common stock before, on surrender or within 24 months from the Effective Date at a price that is lesser than the per share value of the certificates evidencing those Merger Consideration shares, the followingRecruiter Stockholders shall receive additional shares so that the Merger Consideration shares shall have the same value as of the Effective Date, subject calculated by using the closing price of Truli Common Stock as of the trading day immediately prior to reduction as set forth below in the Closing assuming that the Truli Series E has been converted into Truli Common Stock without regard to any beneficial ownership limitations. Provided, however, that if Truli Common Stock is listed on any of the New York Stock Exchange, the NYSE American, the Nasdaq Global Select Market, the Nasdaq Global Market, or the Nasdaq Capital Market, or any successor of the foregoing, this PARAGRAPH (ivSection 2.3(b) (to the "Acquisition Consideration"):extent it provides for the right of the Recruiter Stockholders to receive any additional Merger Consideration shall not apply. (ac) Cash or other immediately available funds in At the aggregate amount of Seven Million Seven Hundred and Seventy-Six Thousand Six Hundred and Thirty Two and 00/100 Dollars ($7,776,632); and (b) Eight Hundred and Seven Thousand Eight Hundred and Twenty Eight (807,828) Effective Time, all shares of Invatec Recruiter Common Stock; and as further described on SCHEDULE I whereupon all such shares of Company Capital Stock shall cease to will no longer be outstanding and all shares of Recruiter Common Stock will be cancelled and retired and will cease to exist, and shall be canceled and retired; PROVIDED HOWEVER, that the payments each holder of: (i) a certificate formerly representing any shares of cash or deliveries of Invatec Recruiter Common Stock to be made by Invatec (each, a “Certificate”); or (ii) any book-entry shares which immediately prior to the Subsidiary Minority Stockholders under the Minority Interest Purchase Agreements Effective Time represented shares of Recruiter Common Stock (collectively the "Minority Interest Payments"each, a “Book-Entry Share”) and will cease to have any rights with respect thereto, except the right to receive (A) the Employee Bonuses shall be made at the Closing by the Company by delivery by Invatec Merger Consideration in accordance with Section 2.8 hereof, (B) any cash in lieu of fractional shares of Truli Series E Preferred Stock payable pursuant to the Company of sufficient cash (net of any amounts required under the Code to be withheld for tax purposes)Section 2.5, and (C) any dividends or other distributions to which the Acquisition Consideration otherwise payable or deliverable holder thereof becomes entitled to upon the Stockholders shall be reduced by surrender of such Employee Bonuses and Minority Interest Payments;shares of Recruiter Common Stock in accordance with Section 2.8. (2d) each share of the Company's capital stock held in the treasury of the Company shall cease to be outstanding and to exist and shall be canceled and retired; and (3) each Each share of common stock stock, par value $0.01 per share, of Invatec Merger Sub issued and outstanding immediately prior to the Effective Time will remain shall be converted into and become one newly issued, fully paid, and non-assessable share of common stock stock, par value $0.01 per share, of the Surviving Company Corporation with the same rights, powers, and such privileges as the shares so converted and shall constitute the only outstanding shares of capital stock of Recruiter. From and after the Effective Time, all certificates representing shares of Merger Sub Common Stock shall be deemed for all purposes to represent the number of shares of common stock of the Surviving Company will constitute all Recruiter into which they were converted in accordance with the issued and outstanding common stock of the Surviving Company. Each Stockholder of the Company immediately prior to the Effective Time will, as of the Effective Time and thereafter, cease to have any rights respecting those shares other than the right to receive such Stockholder's Pro Rata Share of the Acquisition Consideration payable or deliverable to the Stockholderspreceding sentence.

Effect of the Merger on Capital Stock. Xx xx xxx Xffective At the Effective Time, as a result by virtue of the Merger and without any action on the part of the holder of any holder thereof: (1) all of the shares of capital stock: (a) Subject to Sections 1.02(b) and 1.02(e) hereof, each share of Company Capital Stock issued and outstanding immediately prior to the Effective Time will Merger shall be converted into and shall become that number of fully paid and nonassessable shares of Acquiror Common Stock equal to the right to receive, without interest, on surrender of the certificates evidencing those shares, the following, subject to reduction as set forth below in this PARAGRAPH (iv) (the "Acquisition Consideration"): (a) Cash or other immediately available funds in the aggregate amount of Seven Million Seven Hundred and Seventy-Six Thousand Six Hundred and Thirty Two and 00/100 Dollars ($7,776,632); andCommon Stock Conversion Number. (b) Eight Hundred and Seven Thousand Eight Hundred and Twenty Eight (807,828) shares of Invatec Common Stock; and as further described on SCHEDULE I whereupon all such shares Each share of Company Capital Stock shall cease to be outstanding and to exist, and shall be canceled and retired; PROVIDED HOWEVER, that the payments of cash or deliveries of Invatec Common Stock to be made by Invatec to the Subsidiary Minority Stockholders under the Minority Interest Purchase Agreements (collectively the "Minority Interest Payments") and with respect to the Employee Bonuses shall be made at the Closing by the Company by delivery by Invatec to the Company of sufficient cash (net of any amounts required under the Code to be withheld for tax purposes), and the Acquisition Consideration otherwise payable or deliverable to the Stockholders shall be reduced by such Employee Bonuses and Minority Interest Payments; (2) each share of the Company's capital stock held in the treasury of the Company shall cease to be outstanding and to exist and shall be canceled and retired; and (3) each share of common stock of Invatec Sub issued and outstanding immediately prior to the Effective Time will remain one Merger and owned directly or indirectly by the Company as treasury stock, by Newco or by any of the Company's or Newco's respective Subsidiaries shall be cancelled, and no consideration shall be delivered in exchange therefor. (c) Each share of common the capital stock of the Surviving Company and such shares of common stock of the Surviving Company will constitute all the Acquiror issued and outstanding common stock immediately prior to the Merger shall remain outstanding. (d) "Common Stock Conversion Number" shall mean the quotient obtained by dividing (i) the aggregate number of shares of Acquiror Common Stock into which Company Stock shall be converted (the Surviving Company. Each Stockholder I-6 7 "Aggregate Shares Delivered") by (ii) the number of the shares of Company Stock outstanding immediately prior to the Effective Time will(the "Outstanding Company Stock"). For purposes hereof, as the Aggregate Shares Delivered shall equal the quotient obtained by dividing the Aggregate Consideration by $31.00. For purposes hereof, the "Aggregate Consideration" shall be $1,150,000,000. Without limiting the provisions of Section 6.04, if, between the date hereof and the Effective Time and thereafterTime, cease to the outstanding shares of Acquiror Common Stock shall have been changed into a different number of shares or a different class, by reason of any rights respecting those shares other than the right to receive such Stockholder's Pro Rata Share stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of the Acquisition Consideration payable shares, or deliverable if any extraordinary dividend or distribution is made with respect to the StockholdersAcquiror Common Stock, then the Aggregate Shares Delivered shall be correspondingly adjusted to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, extraordinary dividend or distribution or other similar event.

Effect of the Merger on Capital Stock. Xx xx xxx Xffective As of the Effective Time, as a result of the Merger and without any action on the part of any holder thereof: (1i) all each holder of PBH Common Stock which is issued and outstanding immediately prior to the Effective Time shall automatically be entitled to receive that number of shares of Company Capital iExalt Common Stock set forth opposite their respective names on SCHEDULE 3(I) attached hereto, for a total of 273,932 fully paid and nonassessable shares of issued and outstanding iExalt Common Stock, plus the right to receive, if earned the Contingent Shares described in paragraph (iv) below, and each holder's shares of PBH Common Stock issued and outstanding immediately prior to the Effective Time shall automatically cease to be outstanding and to exist, and shall be canceled and retired; (ii) each share of PBH Common Stock held in the treasury of PBH shall be canceled and retired; (iii) each share of Merger Sub Common Stock issued and outstanding immediately prior to the Effective Time will be converted into the right to receiveone share of Common Stock, without interestpar value $1.00 per share, on surrender of the certificates evidencing those sharesSurviving Corporation, and the following, subject to reduction as set forth below in this PARAGRAPH (iv) (shares of Common Stock of the "Acquisition Consideration"): (a) Cash or other immediately available funds in Surviving Corporation resulting from such conversion will constitute all of the aggregate amount issued and outstanding shares of Seven Million Seven Hundred and Seventy-Six Thousand Six Hundred and Thirty Two and 00/100 Dollars ($7,776,632)capital stock of the Surviving Corporation; and (biv) Eight Hundred and Seven Thousand Eight Hundred and Twenty Eight (807,828) shares of Invatec Common Stock; and as further described on SCHEDULE I whereupon all such shares of Company Capital Stock shall cease in addition to be outstanding and to exist, and shall be canceled and retired; PROVIDED HOWEVER, that the payments of cash or deliveries of Invatec iExalt Common Stock to be made by Invatec to issuable under Section 3(i) above, the Subsidiary Minority Stockholders under the Minority Interest Purchase Agreements (collectively the "Minority Interest Payments") and with respect to the Employee Bonuses shall be made at the Closing by the Company by delivery by Invatec to the Company holders of sufficient cash (net of any amounts required under the Code to be withheld for tax purposes), and the Acquisition Consideration otherwise payable or deliverable to the Stockholders shall be reduced by such Employee Bonuses and Minority Interest Payments; (2) each share of the Company's capital stock held in the treasury of the Company shall cease to be outstanding and to exist and shall be canceled and retired; and (3) each share of common stock of Invatec Sub issued and outstanding PBH Common Stock immediately prior to the Effective Time will remain one share shall be entitled to receive up to an additional 284,076 shares of common iExalt Common Stock ("CONTINGENT SHARES") upon PremierCare, L.L.C. (i) collecting certain accounts receivable within six months after the Effective Time and (ii) achieving certain EBITDA levels during the two-year period after the Effective Time, as is more fully described in Section 2.3 of the Reorganization Agreement. Upon and after the Effective Time, no transfer of shares of PBH Common Stock issued and outstanding immediately before the Effective Time shall be made on the stock transfer books of the Surviving Company and such Corporation. Each holder of a certificate representing shares of common stock of the Surviving Company will constitute all the issued and outstanding common stock of the Surviving Company. Each Stockholder of the Company PBH Common Stock immediately prior to before the Effective Time will, as of the Effective Time and thereafter, cease to have any rights respecting those shares other than the right to receive such Stockholder's Pro Rata Share receive, without interest, the shares of iExalt Common Stock into which his shares of PBH Common Stock shall have been converted as a result of the Acquisition Consideration payable or deliverable to the StockholdersMerger.

Effect of the Merger on Capital Stock. Xx xx xxx Xffective At the Effective Time, as a result of the Merger and without any action on the part of any holder thereof: (1a) all each share of common stock of the shares of Company Capital Stock Subsidiary, par value $0.0001 per share (the “Subsidiary Common Stock”), issued and outstanding immediately prior to the Effective Time will (other than Dissenting Shares (as defined below)) shall be converted automatically into the right to receive, without interest, on receive (following the surrender of the certificates evidencing those sharesrepresenting such shares of Subsidiary Common Stock (each, a “Common Stock Certificate”) in accordance with Sections 4 hereof), in cash and without interest, an amount equal to $0.0007 per share of Subsidiary Common Stock (the following“Per Share Merger Consideration”). Following the Effective Time, all shares of Subsidiary Common Stock will no longer be outstanding, will be cancelled and retired and will cease to exist, and, subject to reduction as set forth below Section 5 hereof, each holder of a Common Stock Certificate formerly representing such shares of Subsidiary Common Stock will cease to have any rights with respect thereto, except the right to receive the Per Share Merger Consideration in this PARAGRAPH (ivaccordance with Section 2(a) (the "Acquisition Consideration"): (a) Cash or other immediately available funds in the aggregate amount of Seven Million Seven Hundred and Seventy-Six Thousand Six Hundred and Thirty Two and 00/100 Dollars ($7,776,632); andhereof; (b) Eight Hundred and Seven Thousand Eight Hundred and Twenty Eight (807,828) all shares of Invatec Subsidiary Common Stock; Stock and Subsidiary Preferred Stock (as further described on SCHEDULE I whereupon all such shares of Company Capital Stock shall cease defined below) held immediately prior to the Effective Time by the Subsidiary as treasury stock or otherwise, if any, will be outstanding cancelled and to existextinguished, and shall be canceled and retired; PROVIDED HOWEVER, that the payments of cash or deliveries of Invatec Common Stock to no payment will be made by Invatec to the Subsidiary Minority Stockholders under the Minority Interest Purchase Agreements (collectively the "Minority Interest Payments") and with respect to the Employee Bonuses shall be made at the Closing by the Company by delivery by Invatec to the Company of sufficient cash (net of any amounts required under the Code to be withheld for tax purposes), and the Acquisition Consideration otherwise payable or deliverable to the Stockholders shall be reduced by such Employee Bonuses and Minority Interest Paymentsthose shares; (2) each share of the Company's capital stock held in the treasury of the Company shall cease to be outstanding and to exist and shall be canceled and retired; and (3c) each share of common stock of Invatec Sub the Parent, par value $0.001 per share, issued and outstanding immediately prior to the Effective Time will remain shall not be converted or exchanged in any manner, but as of the Effective Time, shall represent one share of common stock of the Surviving Company Corporation, and such all certificates representing the common stock of the Parent shall be deemed for all purposes to represent the number of shares of common stock of the Surviving Company will constitute all Corporation, par value $0.001 per share; and (d) each share of Series D Convertible Preferred Stock and Series A-1 Convertible Preferred Stock of the Subsidiary (collectively, the “Subsidiary Preferred Stock”) issued and outstanding common stock of the Surviving Company. Each Stockholder of the Company immediately prior to the Effective Time will(other than Dissenting Shares) shall be converted automatically into the right to receive (following the surrender of the certificate representing such shares of Subsidiary Preferred Stock (each, as a “Preferred Stock Certificate”) in accordance with Section 4 hereof), in cash and without interest, an amount equal to the product of (a) the Per Share Merger Consideration and (b) the total number of the shares of the Subsidiary Common Stock into which a share of such Subsidiary Preferred Stock may have been converted immediately prior to the Effective Time pursuant to the Subsidiary’s Amended and thereafterRestated Certificate of Incorporation. Following the Effective Time, all shares of the Subsidiary Preferred Stock will no longer be outstanding, cancelled and retired and will cease to exist, and, subject to Section 5 hereof, each holder of a Preferred Stock Certificate will cease to have any rights respecting those shares other than with respect thereto, except the right to receive such Stockholder's Pro Rata Share of the Acquisition Consideration payable or deliverable to the Stockholderscash payment in accordance with Section 2(d) hereof.

Effect of the Merger on Capital Stock. Xx xx xxx Xffective At the Effective Time, as a result by virtue of the Merger and without any action on the part of any holder thereofthe Constituent Corporations or their respective stockholders: (1a) all LabOne Common Stock. (i) Subject to the provisions of this Section 2.2(a) and to the prior effectiveness of the shares Stock Split, each share of Company Capital LabOne Common Stock issued and outstanding immediately prior to the Effective Time (other than shares of LabOne Common Stock held by Holdings) shall be converted into, at the option of the holder, either, or a combination, of the following (the "Merger Consideration"): (A) the right to receive an amount in cash equal to the Cash Price Per Share; or (B) the right to receive one (1) share of Surviving Corporation Common Stock. All such shares of LabOne Common Stock, when so converted, shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each holder of a certificate representing any such shares shall cease to have any rights with respect thereto, except that, from and after the Effective Time, certificates representing LabOne Common Stock (other than shares to be canceled in accordance with Section 2.2(c) and other than shares converted into the right to receive cash as provided herein) immediately prior to the Effective Time shall be deemed for all purposes to represent the number of shares of Surviving Corporation Common Stock into which they were converted pursuant to this subparagraph (a) (provided that if an exchange of certificates formerly representing LabOne Common Stock for certificates representing Surviving Corporation Common Stock is required by law or applicable rule or regulation, the parties will cause the Surviving Corporation to arrange for such exchange on a one share-for-one share basis). Following the Effective Time, holders of such certificates converted into the right to receive stock may obtain new certificates that bear the name "LabOne, Inc." and that reflect Missouri as the state of incorporation and a par value of $0.01 per share by delivering the old certificates to American Stock Transfer and Trust Company, or such other institution as may be the transfer agent of the Surviving Corporation (the "Transfer Agent"), together with properly completed and executed transmittal documents specified by the Transfer Agent. Holders of LabOne Common Stock also may (but are not required to) deliver their certificates to the Disbursing Agent referred to in Section 2.2(b) for exchange as provided therein. (ii) Subject to the provisions of this Section 2.2 (a), each record holder of shares of LabOne Common Stock immediately prior to the Effective Time will be entitled to: (i) elect to receive the Cash Price Per Share for all of such shares ("Cash Election"); (ii) elect to receive Surviving Corporation Common Stock for all of such shares ("Stock Election"); (iii) elect to receive Surviving Corporation Common Stock for a stated number of such shares ("Partial Stock Election") and to receive the Cash Price Per Share for a stated number of such shares ("Partial Cash Election"); or (iv) indicate that such record holder has no preferences as to the receipt of cash or Surviving Corporation Common Stock for such shares ("Non-Election"). All such elections shall be made on a form designed for that purpose and mutually agreeable to LabOne and Holdings (a "Form of Election") and shall be irrevocable. If such holder does not make the election required by the immediately preceding sentence within 15 days following written notice from Surviving Corporation regarding the election given pursuant to Section 2.2(b), then such holder shall be deemed to have made a Non-Election, in which case such holder will be deemed to have elected to receive Surviving Corporation Common Stock as Merger Consideration. (iii) Notwithstanding anything contained herein to the contrary, the amount payable in cash with respect to the number of shares of LabOne Common Stock to be converted pursuant to this Agreement into the right to receive cash shall not be more than $16,600,000 in the aggregate (the "Maximum Cash Payment Amount"). If the amount payable in cash with respect to the number of shares of LabOne Common Stock for which a Cash Election or a Partial Cash Election was made (collectively, the "Cash Election Shares") exceeds the Maximum Cash Payment Amount, then the consideration to be received by stockholders of LabOne who have made a Cash Election or a Partial Cash Election shall be adjusted in the manner provided below. (iv) All shares of LabOne Common Stock for which a Stock Election or a Partial Stock Election are made (collectively, the "Stock Election Shares") shall be converted into the right to receive Surviving Corporation Common Stock. (v) If the cash otherwise payable with respect to Cash Election Shares exceeds the Maximum Cash Payment Amount, the Cash Election Shares shall be converted into the right to receive Surviving Corporation Common Stock and cash in the following manner, so that each Cash Election Share shall be converted into the right to receive: (A) an amount in cash (rounded to the nearest cent and subject to adjustment, as provided in clause (v)(B) below), without interest, on surrender equal to the product of (A) the certificates evidencing those sharesCash Price Per Share and (B) a fraction ("Cash Fraction"), the following, subject to reduction as set forth below in this PARAGRAPH (iv) (numerator of which shall be the "Acquisition Consideration"): (a) Maximum Cash or other immediately available funds in Payment Amount and the denominator of which shall be the aggregate amount payable (except for clause (iii) of Seven Million Seven Hundred and Seventy-Six Thousand Six Hundred and Thirty Two and 00/100 Dollars this paragraph ($7,776,632a)) with respect to all Cash Election Shares; and (bB) Eight Hundred and Seven Thousand Eight Hundred and Twenty Eight (807,828) a number of shares of Invatec Surviving Corporation Common Stock; Stock equal to the product of (I) one (1) multiplied by (II) a fraction equal to one (1) minus the Cash Fraction. If the product of clause (v)(B)(I) and as further described on SCHEDULE I whereupon (II) result in a fractional share (taking into account all such Cash Election Shares held by a holder), then the number of shares of Company Capital Stock shall cease to be outstanding and to exist, and issued shall be canceled rounded up to the nearest whole number of shares and retired; PROVIDED HOWEVER, that the payments amount of cash or deliveries of Invatec Common Stock to be made by Invatec to the Subsidiary Minority Stockholders payable under the Minority Interest Purchase Agreements clause (collectively the "Minority Interest Payments"v)(A) and with respect to the Employee Bonuses shall be made at the Closing by the Company by delivery by Invatec to the Company of sufficient cash (net of any amounts required under the Code to be withheld for tax purposes), and the Acquisition Consideration otherwise payable or deliverable to the Stockholders shall be reduced by $12.75 less the value of such Employee Bonuses and Minority Interest Payments;fraction. (2vi) If the aggregate amount payable with respect to all Cash Election Shares is less than the Maximum Cash Payment Amount, then each share of the Company's capital stock held in the treasury of the Company shall cease to be outstanding and to exist and Cash Election Share shall be canceled and retired; and (3) each share of common stock of Invatec Sub issued and outstanding immediately prior to the Effective Time will remain one share of common stock of the Surviving Company and such shares of common stock of the Surviving Company will constitute all the issued and outstanding common stock of the Surviving Company. Each Stockholder of the Company immediately prior to the Effective Time will, as of the Effective Time and thereafter, cease to have any rights respecting those shares other than converted into the right to receive such Stockholder's Pro Rata Share of the Acquisition Consideration payable or deliverable to the StockholdersCash Price Per Share.

Effect of the Merger on Capital Stock. Xx xx xxx Xffective At the Effective Time, as a result of the Merger and without any action on the part of either Party or the holder of any holder thereofcapital stock of the Company or Medeor: (1a) all Each share of common stock, par value $0.01 per share, of the shares of Company Capital Stock issued and outstanding immediately prior to the Effective Time will be converted into ("Company Common Stock") shall remain unchanged in the right to receive, without interest, on surrender hands of the certificates evidencing those shares, holder thereof and thereafter represent one (1) outstanding share of the following, subject to reduction as set forth below in this PARAGRAPH (iv) (common stock of the "Acquisition Consideration"): (a) Cash or other immediately available funds in the aggregate amount of Seven Million Seven Hundred and Seventy-Six Thousand Six Hundred and Thirty Two and 00/100 Dollars ($7,776,632); andSurviving Corporation. (b) Eight Hundred and Seven Thousand Eight Hundred and Twenty Eight (807,828) shares of Invatec Common Stock; and as further described on SCHEDULE I whereupon all such shares of Company Capital Stock shall cease to be outstanding and to exist, and shall be canceled and retired; PROVIDED HOWEVER, that the payments of cash or deliveries of Invatec Common Stock to be made by Invatec to the Subsidiary Minority Stockholders under the Minority Interest Purchase Agreements (collectively the "Minority Interest Payments") and with respect to the Employee Bonuses shall be made at the Closing by the Company by delivery by Invatec to the Company of sufficient cash (net of any amounts required under the Code to be withheld for tax purposes), and the Acquisition Consideration otherwise payable or deliverable to the Stockholders shall be reduced by such Employee Bonuses and Minority Interest Payments; (2) each share of the Company's capital stock held in the treasury of the Company shall cease to be outstanding and to exist and shall be canceled and retired; and (3) each Each share of common stock stock, par value $0.0001 per share, of Invatec Sub Medeor issued and outstanding immediately prior to the Effective Time will remain one share ("Medeor Common Stock") shall be converted into and thereafter reflect the right to receive the Per Share Merger Consideration. For purposes of common stock this Agreement, the "Per Share Merger Consideration" shall be calculated as the number equal to: (i) the Merger Consideration divided by (ii) the total number of the Surviving Company and such shares of common stock of the Surviving Company will constitute all the issued and outstanding common stock shares of Medeor Common Stock outstanding immediately prior to the Surviving CompanyEffective Time. Each Stockholder For illustrative purposes only, if there are 187,170.17 shares of Medeor Common Stock outstanding immediately prior to the Company Effective Time, the Per Share Merger Consideration shall be 134 (25,000,000/187,170.17, rounded up to the nearest whole number as per Section 2.07 below), so that each share of Medeor Common Stock outstanding immediately prior to the Effective Time will, as of shall immediately after the Effective Time and thereafter, cease to have any rights respecting those shares other than represent the right to receive such Stockholder's Pro Rata Share 134 shares of newly issued, fully paid and non-assessable shares of the Acquisition Company's common stock. (c) If between the date of this Agreement and the Effective Time the number of outstanding shares of Company Common Stock shall have been changed into a different number of shares or a different class, by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, the Merger Consideration shall be correspondingly adjusted to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares. (d) As soon as practicable after the Effective Time, the Company shall appoint either itself or an exchange agent reasonably acceptable to Medeor (in either case, the "Exchange Agent") to act as the agent for the purpose of exchanging the Merger Consideration for the stock certificates evidencing Medeor Common Stock (collectively, the “Certificates”). The Surviving Corporation shall pay all charges and expenses, including those of the Exchange Agent, in connection with the exchange of shares of Medeor Common Stock for the Merger Consideration. Promptly after the Effective Time, the Company shall send, or shall cause the Exchange Agent to send, to each record holder of shares of Medeor Common Stock at the Effective Time, a letter of transmittal and instructions (which shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery of the Certificates to the Exchange Agent) for use in such exchange. (e) Each holder of shares of Medeor Common Stock that shall be entitled to receive the Merger Consideration upon surrender to the Exchange Agent of a Certificate, together with a duly completed and validly executed letter of transmittal and such other documents as may reasonably be requested by the Exchange Agent. Until so surrendered and subject to the terms set forth herein, each such Certificate shall represent after the Effective Time for all purposes only the right to receive the Merger Consideration payable or deliverable in respect thereof. Upon payment of the Merger Consideration pursuant to the Stockholdersprovisions of this Article II, each Certificate or Certificates so surrendered shall immediately be cancelled or deemed cancelled. (f) If any portion of the Merger Consideration is to be paid to a Person other than the Person in whose name the surrendered Certificate is registered, it shall be a condition to such payment that (i) such Certificate shall be properly endorsed or shall otherwise be in proper form for transfer, and (ii) the Person requesting such payment shall pay to the Exchange Agent any transfer or other Tax required as a result of such payment to a Person other than the registered holder of such Certificate, as applicable, or establish to the reasonable satisfaction of the Exchange Agent that such Tax has been paid or is not payable. (g) Notwithstanding anything to the contrary contained in this Agreement, if any of the Certificates are lost, stolen, mutilated or otherwise destroyed, the owner of the Medeor Common Stock otherwise represented thereby, may instead submit to the Company an affidavit of lost instrument as a condition to the delivery of such owner's share of the Merger Consideration.