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

Effect of the Merger on Capital Stock. As of the Effective Time, as a result of the Merger and without any action on the part of any holder thereof: (a) the shares of Company Common Stock issued and outstanding immediately prior to the Effective Time will (i) be converted into the right to receive, subject to the provisions of Section 2.05, without interest, on surrender of the certificate evidencing those shares, (A) the amount of cash and the number of whole shares of Apple Common Stock determined as provided in Section 2.04 of the Disclosure Statement (the "Merger Consideration"), (ii) cease to be outstanding and to exist and (iii) be canceled and retired; (b) each share of Company Common Stock held in the treasury of the Company or any Company Subsidiary will (i) cease to be outstanding and to exist and (ii) be canceled and retired; and (c) each share of Apple Common Stock issued and outstanding immediately prior to the Effective Time will remain outstanding as one share of Common Stock, par value $0.01 per share, of the Surviving Corporation. Each holder of a certificate representing shares of Company Common Stock 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, subject to the provisions of Sections 2.05 and 2.06, without interest, the Merger Consideration. Notwithstanding the foregoing, the right to receive the Merger Consideration will not apply to any shares of Company Common Stock which shall have statutory appraisal rights perfected with respect thereto ("Dissenting Shares"), if those rights are available, pursuant to the provisions of Sections 1300-1312 of the BCA, it being intended and agreed that any holder of those shares shall have in consideration for the cancellation thereof only the rights, if any, afforded to that holder under Sections 1300-1312 of the BCA.

Effect of the Merger on Capital Stock. As of At the Effective Time, as a result by virtue of the Merger and without any action on the part of any holder thereofof any securities of the Company or Merger Sub Inc.: (a) the All shares of Company Common Stock that are owned, directly or indirectly, by Parent, the Company (including shares held as treasury stock or otherwise) or Merger Sub Inc. immediately prior to the Effective Time shall be automatically cancelled and retired and shall cease to exist and no consideration shall be delivered in exchange therefor. (b) Each share of Company Stock issued and outstanding immediately prior to the Effective Time will (iother than shares to be cancelled in accordance with Section 3.2(a), but including shares of Company Stock (A) deemed to have been issued in respect of any Series A Preferred Stock converted pursuant to Section 3.1(a) or any Equity Linked Convertible Notes converted pursuant to Section 3.1(b) or (B) paid to the holder of a vested Company Equity Award immediately prior to the Effective Time pursuant to Section 3.8) shall be converted automatically into the right to receivereceive 0.0561 (the “Exchange Ratio”) of a validly issued, subject to fully paid and non-assessable share of Parent Stock (the provisions of Section 2.05, without interest, on surrender “Merger Consideration”). (c) As of the certificate evidencing those sharesEffective Time, (A) the amount of cash and the number of whole all shares of Apple Common Company Stock determined as provided in converted into the Merger Consideration pursuant to this Section 2.04 of the Disclosure Statement (the "Merger Consideration"), (ii) 3.2 shall cease to be outstanding and shall automatically be cancelled and shall cease to exist exist, and each holder of (iii1) be canceled and retired; (b) each share a certificate that immediately prior to the Effective Time represented any such shares of Company Common Stock (a “Certificate”) or (2) shares of Company Stock held in the treasury of the Company or any Company Subsidiary will book-entry form (i“Book-Entry Shares”) shall cease to be outstanding and have any rights with respect thereto, except (subject to exist Section 3.6) (A) the right to receive the Merger Consideration and (iiB) be canceled and retired; andthe right to receive any other amounts expressly provided herein, in each case, without interest, subject to compliance with the procedures set forth in Section 3.6. (cd) each Each share of Apple Common Stock capital stock of Merger Sub Inc. issued and outstanding immediately prior to the Effective Time will remain outstanding as shall be converted into one validly issued, fully paid and nonassessable share of Common Stockcommon stock, par value $0.01 0.001 per share, of the Surviving Corporation. Each holder of a certificate representing shares of Company Common Stock immediately prior to Corporation (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, subject to the provisions of Sections 2.05 and 2.06, without interest, the Merger Consideration. Notwithstanding the foregoing, the right to receive the Merger Consideration will not apply to any shares of Company Common Stock which shall have statutory appraisal rights perfected with respect thereto ("Dissenting Shares"“Surviving Corporation Stock”), if those rights are available, pursuant to the provisions of Sections 1300-1312 of the BCA, it being intended and agreed that any holder of those shares shall have in consideration for the cancellation thereof only the rights, if any, afforded to that holder under Sections 1300-1312 of the BCA.

Effect of the Merger on Capital Stock. As of At the Effective Time, as a result by virtue of the Merger and without any action on the part of any Party or the holder thereofof any of their securities: (a) Subject to the shares other provisions of this Article II, each share of Company Common Stock issued and outstanding immediately prior to the Effective Time will other than Exception Shares (iwhich shares shall be cancelled and shall cease to exist with no payment being made with respect thereto) and Dissenting Shares (which shares shall be treated in accordance with Section 2.2) shall be converted into and shall thereafter represent the right to receive the following consideration, without interest (collectively, the “Merger Consideration”): Each share of Company Common Stock shall be converted into the right to receivereceive the combination of (x) $9.25 in cash (the “Per Share Cash Amount”) and (y) 0.625 of a share of validly issued, fully paid, and non-assessable shares of Cal Dive Common Stock (the “Exchange Ratio”), subject to the provisions of adjustment in accordance with Section 2.05, without interest, on surrender of the certificate evidencing those shares, (A) the amount of cash and the number of whole shares of Apple Common Stock determined as provided in Section 2.04 of the Disclosure Statement (the "Merger Consideration"2.1(c), (ii) cease to be outstanding and to exist and (iii) be canceled and retired;. (b) At the Effective Time, all of the shares of Company Common Stock converted into the Merger Consideration pursuant to this Article II shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist, and each holder of a certificate (each a “Certificate”) previously representing any such shares of Company Common Stock shall thereafter cease to have any rights with respect to such securities, except the right to receive (i) the Merger Consideration and (ii) any cash to be paid in lieu of any fractional share of Cal Dive Common Stock in accordance with Section 2.5. (c) 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 Cal Dive or the Company shall occur by reason of any reclassification, recapitalization, stock split or combination, exchange or readjustment of shares, or any stock dividend thereon with a record date during such period, the Per Share Cash Amount, the Exchange Ratio, and any other similarly dependent items, as the case may be, shall be appropriately adjusted to provide the holders of shares of Company Common Stock the same economic effect as contemplated by this Agreement prior to such event. (d) At the Effective Time, all Exception Shares, if any, shall be cancelled and retired and shall cease to exist and no stock of Cal Dive, cash, or other consideration shall be delivered in exchange therefor. For the avoidance of doubt, this Section 2.1(d) shall not apply to shares of Company Common Stock held in trust or otherwise set aside from shares held in the Company’s treasury of the pursuant to a Company or any Benefit Plan other than a Company Subsidiary will (i) cease to be outstanding and to exist and (ii) be canceled and retired; andStock Plan. (ce) each share of Apple Common Stock Each issued and outstanding immediately prior to the Effective Time will remain outstanding as one share membership interest of Common Stock, par value $0.01 per share, Merger Sub shall be converted into and become an equivalent fully paid and nonassessable membership interest of the Surviving Corporation. Each holder of a certificate representing shares of Company Common Stock 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, subject to the provisions of Sections 2.05 and 2.06, without interest, the Merger Consideration. Notwithstanding the foregoing, the right to receive the Merger Consideration will not apply to any shares of Company Common Stock which shall have statutory appraisal rights perfected with respect thereto ("Dissenting Shares"), if those rights are available, pursuant to the provisions of Sections 1300-1312 of the BCA, it being intended and agreed that any holder of those shares shall have in consideration for the cancellation thereof only the rights, if any, afforded to that holder under Sections 1300-1312 of the BCACompany.

Effect of the Merger on Capital Stock. As of (a) At the Effective Time, as a result subject to the other provisions of this Article II and Article III, each Share issued and outstanding immediately prior to the Effective Time (other than Excluded Shares to be canceled pursuant to Section 2.5(d), any Shares covered under Section 2.6, and any Dissenting Shares, which shall have only those rights set forth in Section 2.7) shall, by virtue of the Merger and without any action on the part of any holder thereof:, Parent, Merger Sub or the Company, be converted into the right to receive $190.00 per Share, net in cash, without interest and less any amounts required to be deducted or withheld in accordance with Section 3.3 (the “Merger Consideration”). (ab) From and after the Effective Time, all of the Shares converted into the right to receive the Merger Consideration pursuant to this Section 2.5 shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each holder of (x) a certificate (each a “Certificate”) or (y) non-certificated Shares represented by book entry (“Book-Entry Shares”) previously representing any such Shares shall thereafter cease to have any rights with respect to such securities, except the right to receive the Merger Consideration to be paid in consideration therefor upon the exchange of any Certificates or Book-Entry Shares, as applicable, in accordance with Section 3.1. (c) If, at any time during the period between the date of this Agreement and the Effective Time, the outstanding Shares are changed into a different number or class of shares, including by reason of any reclassification, recapitalization, stock split or combination, exchange or readjustment of shares, or any stock dividend or stock distribution thereon with a record date during such period, then the Merger Consideration (including Merger Consideration payable in respect of Company RSU Awards pursuant to Section 2.6(a)(ii)) shall be appropriately equitably adjusted to reflect the effect of such change; provided, however, that (i) nothing in this Section 2.5 shall be construed to permit the Company to take any action with respect to its securities that is otherwise prohibited by the terms of this Agreement and (ii) cash dividends and grants of equity compensation not prohibited by the terms hereof shall not result in any adjustment to the Merger Consideration. (d) At the Effective Time, all shares of Company Common Stock that, immediately prior to the Effective Time, (i) are owned by Parent, Merger Sub or the Company or any direct or indirect wholly-owned Subsidiaries of Parent, Merger Sub or the Company or (ii) are held in treasury of the Company (such shares, together with the shares of Company Common Stock described in clause (i), the “Excluded Shares”) shall automatically be canceled and retired and shall cease to exist and no consideration shall be delivered in exchange therefor. (e) At the Effective Time, each issued and outstanding share of common stock, par value $1.00 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time will (i) shall be converted into the right to receive, subject to the provisions of Section 2.05, without interest, on surrender of the certificate evidencing those shares, (A) the amount of cash one fully paid and the number of whole shares of Apple Common Stock determined as provided in Section 2.04 of the Disclosure Statement (the "Merger Consideration"), (ii) cease to be outstanding and to exist and (iii) be canceled and retired; (b) each nonassessable share of Company Common Stock held in the treasury of the Company or any Company Subsidiary will (i) cease to be outstanding and to exist and (ii) be canceled and retired; and (c) each share of Apple Common Stock issued and outstanding immediately prior to the Effective Time will remain outstanding as one share of Common Stockcommon stock, par value $0.01 1.00 per share, of the Surviving Corporation. Each holder of a certificate representing , which shall constitute the only outstanding shares of Company Common Stock common stock of the Surviving Corporation immediately prior to following 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, subject to the provisions of Sections 2.05 and 2.06, without interest, the Merger Consideration. Notwithstanding the foregoing, the right to receive the Merger Consideration will not apply to any shares of Company Common Stock which shall have statutory appraisal rights perfected with respect thereto ("Dissenting Shares"), if those rights are available, pursuant to the provisions of Sections 1300-1312 of the BCA, it being intended and agreed that any holder of those shares shall have in consideration for the cancellation thereof only the rights, if any, afforded to that holder under Sections 1300-1312 of the BCATime.

Effect of the Merger on Capital Stock. As of the Effective Time, as a result of the Merger and without any action on the part of any holder thereof: (a) the shares of Company Common Stock issued and outstanding immediately prior to the Effective Time will (i) be converted into the right to receive, subject to the provisions of Section 2.05, without interest, on surrender of the certificate evidencing those shares, (A) the amount of cash and the number of whole shares of Apple Common Stock determined as provided in Section 2.04 of the Disclosure Statement (the "Merger Consideration"), (ii) cease to be outstanding and to exist and (iii) be canceled and retired; (b) each share of Company Common Stock held in the treasury of the Company or any Company Subsidiary will (i) cease to be outstanding and to exist and (ii) be canceled and retired; and (c) each share of Apple Common Stock issued and outstanding immediately prior to the Effective Time will remain outstanding as one share of Common Stock, par value $0.01 per share, of the Surviving Corporation. Each holder of a certificate representing shares of Company Common Stock 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, subject to the provisions of Sections 2.05 and 2.06, without interest, the Merger Consideration. Notwithstanding the foregoing, the right to receive the Merger Consideration will not apply to any shares of Company Common Stock which shall have statutory appraisal rights perfected with respect thereto ("Dissenting Shares"), if those rights are available, pursuant to the provisions of Sections 1300-1312 ___________________ of the BCA, it being intended and agreed that any holder of those shares shall have in consideration for the cancellation thereof only the rights, if any, afforded to that holder under Sections 1300-1312 ________________ of the BCA.

Effect of the Merger on Capital Stock. As of At the Effective Time, as a result by virtue of the Merger and without any action on the part of any holder thereofof any capital stock of Company: (a) Each share of capital stock of Company that is held by Company as treasury stock or that is owned by Parent immediately prior to the shares Effective Time shall cease to be outstanding and shall be canceled and retired and shall cease to exist and no payment or distribution shall be made with respect thereto. (b) Subject to Sections 3.1(a), 3.1(c) and 3.7, each share of Company Common Stock issued and outstanding immediately prior to the Effective Time will (i) shall automatically be converted into the right to receive, subject at the option of the holder as contemplated by Section 3.1(d) through 3.1(f), either (i) 0.63 of a share (the "Exchange Ratio") of Parent Common Stock (the "Stock Consideration") or (ii) (x) a number of shares of Parent Common Stock equal to the provisions product of Section 2.05, without interest, on surrender of the certificate evidencing those shares, (A) 75% (the "Stock Percentage") and (B) the Exchange Ratio and (y) an amount in cash equal to the product of cash (A) 25% (the "Cash Percentage"), (B) the Exchange Ratio and (C) the number of whole shares of Apple Common Parent Average Closing Price (collectively, the "Cash-Stock determined as provided in Section 2.04 of Consideration" and, together with the Disclosure Statement (Stock Consideration, the "Merger Consideration"). All of the shares of Parent Common Stock to be issued as Merger Consideration shall be duly authorized and validly issued and free of preemptive rights, (iiwith no personal liability attaching to the ownership thereof. All shares of Company Common Stock converted into the right to receive the Merger Consideration pursuant to this Section 3.1(b) shall cease to be outstanding and to exist and (iii) shall be canceled and retired;retired and shall cease to exist, and each holder of a certificate that immediately prior to the Effective Time represented any such shares of Company Common Stock (a "Company Certificate") shall thereafter cease to have any rights with respect to such shares of Company Common Stock, except the right to receive the Merger Consideration to be issued in consideration therefor and any dividends or other distributions to which holders of Company Common Stock become entitled all in accordance with this Article III upon the surrender of such Company Certificate. (bc) If, between the date of this Agreement and the Effective Time, there is a reclassification, recapitalization, stock split, split-up, stock dividend, combination or exchange of shares with respect to, or rights issued in respect of, Company Common Stock or Parent Common Stock, the Exchange Ratio shall be adjusted accordingly to provide to the holders of Company Common Stock the same economic effect as contemplated by this Agreement prior to such event. (d) Subject to the provisions of this Section 3.1, each record holder of shares of Company Common Stock outstanding immediately prior to the Effective Time to be converted in the Merger pursuant to Section 3.1(b) will be entitled to elect for each share of Company Common Stock held in by the treasury of the Company or any Company Subsidiary will holder to receive either (i) cease to be outstanding and to exist and the Cash-Stock Consideration ("Cash-Stock Election") or (ii) the Stock Consideration ("Stock Election"). All Cash-Stock Elections and Stock Elections shall be canceled unconditional and retired; andmade on a form designed for that purpose and mutually agreeable to Parent and Company (a "Form of Election"). Any holder of Company Common Stock who fails to properly make a Cash-Stock Election or Stock Election and any holder who fails to submit to the Exchange Agent a properly completed and signed and properly and timely submitted Form of Election shall be deemed to have made a Stock Election with respect to such holder's shares and will receive for such Company Common Stock the Stock Consideration. (ce) each share Company shall use all reasonable best efforts to cause copies of Apple the Form of Election (which shall contain a Letter of Transmittal) to be mailed with the Joint Proxy Statement/Prospectus to the record holders of Company Common Stock issued (other than holders of Dissenting Shares) as of the record date for the Company Stockholders Meeting and outstanding immediately to make the Form of Election available to all persons who become record holders of Company Common Stock during the period between such record date and the Election Deadline. A properly completed Form of Election must be received by the Exchange Agent by 5:00 p.m., New York City time, on the second Business Day preceding the Closing Date (the "Election Deadline"), which day shall be publicly announced by Parent as soon as practicable, but in no event less than five Business Days prior to the Effective Time will remain outstanding as one share of Common StockElection Deadline, par value $0.01 per share, of the Surviving Corporationin order to be effective. Each An election by a holder of Company Common Stock shall be validly made only if the Exchange Agent shall have timely received a certificate representing Form of Election properly completed and executed (with the signature or signatures thereon guaranteed as required by the Form of Election) by that stockholder accompanied, in the case of shares of Company Common Stock immediately prior to that are not held in book entry form, either by the Effective Time will, as Company Certificate or Company Certificates representing all of the Effective Time and thereafter, cease to have any rights respecting those shares other than the right to receive, subject to the provisions of Sections 2.05 and 2.06, without interest, the Merger Consideration. Notwithstanding the foregoing, the right to receive the Merger Consideration will not apply to any shares of Company Common Stock owned by that stockholder, duly endorsed in blank or otherwise in form acceptable for transfer on the books of Company, or by an appropriate guarantee of delivery in the form customarily used in transactions of this nature from a member of a national securities exchange, a member of the National Association of Securities Dealers, Inc., or a commercial bank or trust company in the United States; provided that such Company Certificates are in fact delivered to the Exchange Agent within three trading days after the date of execution of such guarantee of delivery. For shares of Company Common Stock that are held in book entry form, Parent shall establish procedures for the delivery of such shares of Company Common Stock, which procedures shall be reasonably acceptable to the Company. Parent will have the discretion, which it may delegate in whole or in part to the Exchange Agent, to reasonably determine whether Forms of Election have been properly completed, signed and submitted or revoked and to disregard immaterial defects in Forms of Election. The decision of Parent (or the Exchange Agent) shall be conclusive and binding. Neither Parent nor the Exchange Agent will be under any obligation to notify any person of any defect in a Form of Election submitted to the Exchange Agent. Any holder of shares of Company Common Stock who has made an election may at any time prior to the Election Deadline change its election by submitting a properly completed revised Form of Election, to the Exchange Agent prior to the Election Deadline. Any holder of shares of Company Common Stock may at any time prior to the Election Deadline revoke the election and withdraw the Company Certificates deposited with the Exchange Agent by written notice to the Exchange Agent received prior to the Election Deadline. (f) Notwithstanding anything in this Article III to the contrary, Parent shall have statutory appraisal rights perfected with respect thereto the right in its sole discretion and by the giving of one Business Day notice to Company, to increase the Stock Percentage and decrease the Cash Percentage ("Dissenting Shares"), if those rights are available, pursuant to provided that the provisions of Sections 1300Stock Percentage plus the Cash Percentage equals 100%) on a pro rata basis among all holders electing the Cash-1312 Stock Election such that the entire aggregate portion of the BCA, it being intended and agreed that any holder Merger Consideration consisting of those shares cash (including cash in lieu of fractional shares) shall have in consideration for the cancellation thereof only the rights, if any, afforded to that holder under Sections 1300-1312 be no greater than 50.0% of the BCAtotal value of the Merger Consideration on the Closing Date.

Effect of the Merger on Capital Stock. As of the Effective Time, as a result of the Merger and without any action on the part of any holder thereof: (a) the shares of Company Common Stock issued and outstanding immediately prior to the Effective Time will (i) be converted into the right to receive, subject to the provisions of Section 2.05, without interest, on surrender of the certificate evidencing those shares, (A) the amount of cash and the number of whole shares of Apple Common Stock determined as provided in Section 2.04 of the Disclosure Statement (the "Merger Consideration"), (ii) cease to be outstanding and to exist and (iii) be canceled and retired; (b) each share of Company Common Stock held in the treasury of the Company or any Company Subsidiary will (i) cease to be outstanding and to exist and (ii) be canceled and retired; and (c) each share of Apple Common Stock issued and outstanding immediately prior to the Effective Time will remain outstanding as one share of Common Stock, par value $0.01 per share, of the Surviving Corporation. Each holder of a certificate representing shares of Company Common Stock 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, subject to the provisions of Sections 2.05 and 2.06, without interest, the Merger Consideration. Notwithstanding the foregoing, the right to receive the Merger Consideration will not apply to any shares of Company Common Stock which shall have statutory appraisal rights perfected with respect thereto ("Dissenting Shares"), if those rights are available, pursuant to the provisions of Sections 1300-1312 Chapter 13 of the BCA, it being intended and agreed that any holder of those shares shall have in consideration for the cancellation thereof only the rights, if any, afforded to that holder under Sections 1300-1312 Chapter 13 of the BCA.

Effect of the Merger on Capital Stock. As of At the Effective Time, as a result of the Merger and without any action on the part of the Parent, the Merger Sub, or the Company or the holder of any holder thereofcapital stock of the Parent, the Merger Sub, or the Company: (a) each share of the shares Company Common Stock or Company Preferred Stock that is owned by the Parent or the Company (as treasury stock or otherwise) or any of their respective direct or indirect wholly-owned Subsidiaries as of immediately prior to the Effective Time (the “Cancelled Shares”) will automatically be cancelled and retired and will cease to exist, and no consideration will be delivered in exchange therefor; (b) each share of the Company Common Stock issued and outstanding immediately prior to the Effective Time (other than Cancelled Shares and Dissenting Shares) will (i) be converted into the right to receive: (i) such number of shares of Parent Common Stock, subject to the escrow provisions of Section 2.05set forth in this Agreement, without interest, on surrender that is equal to (i) 19,565,217 less any shares of the certificate evidencing those shares, (A) the amount of cash and the number of whole shares of Apple Parent Common Stock determined as provided to be issued in Section 2.04 connection with the Merger to any finders or placement agents, including Xxxx Capital Partners, LLC and Emerald Partners Pty Limited, and to any other Persons for the payment of the Disclosure Statement (the "Merger Consideration")liabilities, (ii) cease to be outstanding and to exist and (iii) be canceled and retired; (b) each share divided by the number of shares of Company Common Stock held in outstanding immediately prior to the treasury Effective Time; and (ii) any dividends or other distributions to which the holder thereof becomes entitled to upon the surrender of such shares of the Company or any Company Subsidiary will (i) cease to be outstanding and to exist and (ii) be canceled and retired; andCommon Stock in accordance with Section 2.2(k); (c) each share of Apple the Company Preferred Stock issued and outstanding immediately prior to the Effective Time (other than Cancelled Shares and Dissenting Shares) will be converted into the right to receive: (i) such number of Performance Shares, subject to the escrow provisions set forth in this Agreement that is equal to the quotient of 3,750,000 divided by the number of shares of Company Preferred Stock outstanding immediately prior to the Effective Time; and (ii) any dividends or other distributions to which the holder thereof becomes entitled to upon the surrender of such shares of the Company Preferred Stock. (d) at the Effective Time, all shares of the Company Common Stock and the Company Preferred Stock will no longer be outstanding and all shares of the Company Common Stock and the Company Preferred Stock will be cancelled and retired and will cease to exist, and each holder of: (i) a certificate formerly representing any shares of the Company Common Stock or Company Preferred Stock (each, a “Certificate” or “Company Share Certificate”); or (ii) any book- entry shares which immediately prior to the Effective Time represented shares of the Company Common Stock or Company Preferred Stock (each, a “Book-Entry Share”) will cease to have any rights with respect thereto, except the right to receive: (A) the Merger Consideration in accordance with Section 2.2 hereof; and (B) any dividends or other distributions to which the holder thereof becomes entitled to upon the surrender of such shares of the Company Common Stock in accordance with Section 2.2(k); (e) each share of Merger Sub Common Stock issued and outstanding immediately prior to the Effective Time will remain outstanding as shall be converted into and become one newly issued, fully paid, and non-assessable share of Common Stockcommon stock, par value $0.01 0.001 per share, of the Surviving Corporation with the same rights, powers, and privileges as the shares so converted and shall constitute the only outstanding shares of capital stock of the Surviving Corporation. Each holder of a certificate From and after the Effective Time, all certificates representing shares of the Merger Sub Common Stock 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; (f) no certificates or scrip representing fractional shares of the Parent Common Stock shall be issued upon the conversion of the Company Common Stock pursuant to Section 2.1(b) or the conversion of the Company Preferred Stock pursuant to Section 2.1(c) and such fractional share interest shall not entitle the owner thereof to vote or to any other rights of a holder of shares of the Parent Common Stock. In the event that any holder of the Company Common Stock or Company Preferred Stock would otherwise be entitled to receive a fractional share of the Parent Common Stock (after aggregating all shares and fractional shares of the Parent Common Stock issuable to such holder), then such holder will receive an aggregate number of shares of the Parent Common Stock rounded down to the nearest whole share; (g) notwithstanding any other provisions of this Agreement, shares of the Company Common Stock and Company Preferred Stock issued and outstanding immediately prior to the Effective Time will(other than shares cancelled in accordance with Section 2.1(a)) and held by a holder who has not voted in favor of approval of this Agreement or consented thereto in writing and who has properly exercised right of dissent of such shares in accordance with NRS 92A.300 to NRS 92A.500 (and, if the Company is subject to Section 2115 of the California Corporations Code, such rights as may be granted to such persons in Chapter 13 of the California Corporations Code) (such shares of the Company Common Stock and Company Preferred Stock being referred to collectively as the “Dissenting Shares” until such time as such holder fails to perfect or otherwise loses such holder’s right of dissent under the NRS with respect to such shares) shall not be converted into a right to receive the Merger Consideration, but instead shall be entitled to only such rights as are granted by NRS 92A.300 to NRS 92A.500 (and, if the Company is subject to Section 2115 of the California Corporations Code, such rights as may be granted to such persons in Chapter 13 of the California Corporations Code); provided, however, that if, after the Effective Time, such holder fails to perfect, withdraws or loses such holder’s right of dissent pursuant to NRS 92A.300 to NRS 92A.500 (or, if applicable, Chapter 13 of the California Corporations Code) or if a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by NRS 92A.300 to NRS 92A.500 (or, if applicable, Chapter 13 of the California Corporations Code), such shares of the Company Common Stock and Company Preferred Stock shall be treated as if they had been converted as of the Effective Time and thereafter, cease to have any rights respecting those shares other than the right to receive, subject to the provisions of Sections 2.05 and 2.06, without interest, the Merger Consideration. Notwithstanding the foregoing, into the right to receive the Merger Consideration will in accordance with Sections 2.1(b) and 2.2 (including the provision for the Escrow Shares pursuant to Section 2.2(j)), without interest thereon, upon surrender of such Certificate or Book-Entry Shares formerly representing the shares of the Company Common Stock and Company Preferred Stock. The Company shall provide the Parent prompt written notice of any demands received by the Company for appraisal of shares of the Company Common Stock and Company Preferred Stock, any withdrawal of any such demand and any other demand, notice or instrument delivered to the Company prior to the Effective Time pursuant to NRS 92A.300 to NRS 92A.500 (or, if applicable, Chapter 13 of the California Corporations Code) that relates to such demand (collectively, “Appraisal Demand Notices”), and the Parent shall have the opportunity and right to direct all negotiations and Proceedings with respect to such demands. Except with the prior written consent of the Parent, the Company shall not apply make any payment with respect to, or settle or offer to settle, any such demands; and (h) if any shares of the Company Common Stock which shall have statutory appraisal rights perfected with respect thereto ("Dissenting Shares"), if those rights are available, pursuant outstanding immediately prior to the provisions Effective Time are unvested or are subject to a repurchase option, risk of Sections 1300-1312 forfeiture or other condition under any applicable restricted stock purchase agreement, stock option exercise agreement or other agreement with the Company, then the shares of the BCA, it being intended and agreed that any holder of those Parent Common Stock issued in exchange for such shares shall have in consideration for the cancellation thereof only the rights, if any, afforded to that holder under Sections 1300-1312 of the BCACompany Common Stock will also be unvested and/or subject to the same repurchase option, risk of forfeiture or other condition, and the certificates representing such shares of the Parent Common Stock may be marked accordingly with appropriate legends.

Effect of the Merger on Capital Stock. As of the Effective Time, as a result of the Merger and without any action on the part of any holder thereof: (a) the shares of Company Common Stock issued and outstanding immediately prior to the Effective Time will (i) be converted into the right to receive, subject to the provisions of Section 2.05, without interest, on surrender of the certificate evidencing those shares, (A) the amount of cash and the number of whole shares of Apple Common Stock determined as provided in Section 2.04 of the Disclosure Statement (the "Merger Consideration"), (ii) cease to be outstanding and to exist and (iii) be canceled and retired; (b) each share of Company Common Stock held in the treasury of the Company or any Company Subsidiary will (i) cease to be outstanding and to exist and (ii) be canceled and retired; and (c) each share of Apple Common Stock issued and outstanding immediately prior to the Effective Time will remain outstanding as one share of Common Stock, par value $0.01 per share, of the Surviving Corporation. Each holder of a certificate representing shares of Company Common Stock 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, subject to the provisions of Sections 2.05 and 2.06, without interest, the Merger Consideration. Notwithstanding the foregoing, the right to receive the Merger Consideration will not apply to any shares of Company Common Stock which shall have statutory appraisal rights perfected with respect thereto ("Dissenting Shares"), if those rights are available, pursuant to the provisions of Sections 1300-1312 1571 et seq. of the BCA, it being intended and agreed that any holder of those shares shall have in consideration for the cancellation thereof only the rights, if any, afforded to that holder under Sections 1300-1312 1571 et seq. of the BCA.

Effect of the Merger on Capital Stock. As of the Effective Time, as a result of the Merger and without any action on the part of any holder thereof: (a) the shares of Company Common Stock issued and outstanding immediately prior to the Effective Time will (i) be converted into the right to receive, subject to the provisions of Section 2.05, without interest, on surrender of the certificate evidencing those shares, (A) the amount of cash and the number of whole shares of Apple ARS Common Stock set forth or determined as provided in Section Schedule 2.04 of the Disclosure Statement (the "Merger Consideration")) and (B) the amount of cash for and in lieu of fractional shares of ARS Common Stock as will be determined pursuant to Section 2.06, (ii) cease to be outstanding and to exist and (iii) be canceled and retired; (b) each share of Company Common Stock held in the treasury of the Company or any Company Subsidiary will (i) cease to be outstanding and to exist and (ii) be canceled and retired; and (c) each share of Apple Newco Common Stock issued and outstanding immediately prior to the Effective Time will remain outstanding as be converted into one share of Common Stock, par value $0.01 1.00 per share, of the Surviving Corporation, and the shares of Common Stock of the Surviving Corporation issued on that conversion will constitute all the issued and outstanding shares of Capital Stock of the Surviving Corporation. Each holder of a certificate representing shares of Company Common Stock 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, subject to the provisions of Sections 2.05 and 2.06Section 2.05, without interest, the Merger ConsiderationConsideration and the additional cash, if any, owing with respect to those shares as provided in Section 2.06. Notwithstanding the foregoing, the right to receive the Merger Consideration will not apply to any shares of Company Common Stock which shall have statutory appraisal rights perfected with respect thereto ("Dissenting Shares"), if those rights are available, pursuant to the provisions of Sections 1300-1312 Chapter 13 of the BCASCBCA, it being intended and agreed that any holder of those shares shall have in consideration for the cancellation thereof only the rights, if any, afforded to that holder under Sections 1300-1312 Chapter 13 of the BCASCBCA.

Effect of the Merger on Capital Stock. As of the Effective Time, as a result of the Merger and without any action on the part of any holder thereof: (a) the shares of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares referred to in Section 2.04(b) below and Dissenting Shares (as defined in Section 2.08 below) will (i) be converted into the right to receive, subject to the provisions of Section 2.05, without interest, on surrender of the certificate evidencing those shares, (A) the amount of cash and the number of whole and fractional shares of Apple Purchaser Common Stock and Contingent Stock Issue Rights set forth or determined as provided in Section Schedule 2.04 of the Disclosure Statement (the "Merger ConsiderationMERGER CONSIDERATION"), (ii) cease to be outstanding and to exist exist, and (iii) be canceled and retired; (b) each share of Company Common Stock held in the treasury of the Company or by any Company Subsidiary will (i) cease to be outstanding and to exist and (ii) be canceled and retired; and (c) each share of Apple Newco Common Stock issued and outstanding immediately prior to the Effective Time will remain outstanding as be converted into one share of Common Stock, par value $0.01 1.00 per share, of the Surviving Corporation, and the shares of Common Stock of the Surviving Corporation issued on such conversion will constitute all the issued and outstanding shares of Capital Stock of the Surviving Corporation. Each holder of a certificate representing shares of Company Common Stock immediately prior to the Effective Time (other than the shares referred to in Section 2.04(b) below and Dissenting Shares) will, as of the Effective Time and thereafter, cease to have any rights respecting those shares other than the right to receive, subject to the provisions of Sections 2.05 and 2.06, without interest, the Merger Consideration. Notwithstanding the foregoing, the right to receive the Merger Consideration will not apply to any shares of Company Common Stock which shall have statutory appraisal rights perfected owing with respect thereto ("Dissenting Shares"), if those rights are available, pursuant to the provisions of Sections 1300-1312 of the BCA, it being intended and agreed that any holder of those shares shall have as provided in consideration for the cancellation thereof only the rights, if any, afforded to that holder under Sections 1300-1312 of the BCASection 2.06.

Effect of the Merger on Capital Stock. As of the Effective Time, as a result of the Merger and without any action on the part of any holder thereof: (a) the shares of Company Common Stock issued and outstanding immediately prior to the Effective Time will (i) be converted into the right to receive, subject to the provisions of Section 2.05, without interest, on surrender of the certificate evidencing those shares, (A) the amount of cash and the number of whole shares of Apple Common Stock determined as provided in Section 2.04 of the Disclosure Statement (the "Merger Consideration"), (ii) cease to be outstanding and to exist and (iii) be canceled and retired; (b) each share of Company Common Stock held in the treasury of the Company or any Company Subsidiary will (i) cease to be outstanding and to exist and (ii) be canceled and retired; and (c) each share of Apple Common Stock issued and outstanding immediately prior to the Effective Time will remain outstanding as one share of Common Stock, par value $0.01 per share, of the Surviving Corporation. Each holder of a certificate representing shares of Company Common Stock 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, subject to the provisions of Sections 2.05 and 2.06, without interest, the Merger Consideration. Notwithstanding the foregoing, the right to receive the Merger Consideration will not apply to any shares of Company Common Stock which shall have statutory appraisal rights perfected with respect thereto ("Dissenting Shares"), if those rights are available, pursuant to the provisions of Sections 130016-1312 of the BCA, 10a-1301 - 1331 it being intended and agreed that any holder of those shares shall have in consideration for the cancellation thereof only the rights, if any, afforded to that holder under Sections 130016-1312 10a-1301 - 1331 of the BCA.

Effect of the Merger on Capital Stock. (a) As of the Effective Time, as a result of the Merger and the transactions contemplated by Section 3.1(b) and without any action on the part of Theta, Kappa, Kappa, Inc. or Merger Sub or the holders of any holder thereofcapital stock of Theta or Merger Sub, at the Effective Time: (ai) All limited liability company interests of Merger Sub (the shares of Company "Merger Sub Common Stock Stock") issued and outstanding immediately prior to the Effective Time will (i) shall be converted into the right to receive, subject to the provisions of Section 2.05, without interest, on surrender of the certificate evidencing those shares, one hundred (A100) the amount of cash fully paid and the number of whole nonassessable shares of Apple Common Stock determined as provided in Section 2.04 of the Disclosure Statement (the "Merger Consideration"), (ii) cease to be outstanding and to exist and (iii) be canceled and retired; (b) each share of Company Common Stock held in the treasury of the Company or any Company Subsidiary will (i) cease to be outstanding and to exist and (ii) be canceled and retired; and (c) each share of Apple Common Stock issued and outstanding immediately prior to the Effective Time will remain outstanding as one share of Common Stockcommon stock, par value $0.01 per share, of the Surviving Corporation. . (ii) Each holder share of a certificate representing shares common stock, par value $0.01 per share, of Company Theta (the "Theta Common Stock Stock"), issued and outstanding immediately prior to the Effective Time will, as that is owned by Theta or its Subsidiaries and each share of Theta Common Stock issued and outstanding immediately prior to the Effective Time that is owned by Kappa, Kappa, Inc., Merger Sub or any of their respective Subsidiaries shall no longer be outstanding and thereaftershall automatically be canceled and shall cease to exist, and no consideration shall be delivered in exchange therefor. (iii) Subject to Section 3.2(e), each share of Theta Common Stock issued and outstanding immediately prior to the Effective Time (other than shares to be canceled in accordance with Section 3.1(a)(ii)), shall be converted into the right to receive from Kappa on behalf of Kappa, Inc. 0.8000 (the ratio of such number to 1, the "Exchange Ratio") validly issued, fully paid and nonassessable Kappa Shares (such Kappa Shares into which shares of Theta Common Stock are converted pursuant to this Section 3.1(a)(iii), together with any cash paid in lieu of fractional shares pursuant to Section 3.2(e), the "Merger Consideration"). All shares of Theta Common Stock converted pursuant to this Section 3.1(a)(iii), when so converted, shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and each holder of a certificate that, immediately prior to the Effective Time, represented any such shares of Theta Common Stock, and each holder of any such share of Theta Common Stock which immediately prior to the Effective Time was registered on the stock transfer books of Theta in uncertificated form, shall cease to have any rights respecting those shares other than the right to receivewith respect thereto, subject to the provisions of Sections 2.05 and 2.06, without interest, the Merger Consideration. Notwithstanding the foregoing, except the right to receive the Merger Consideration will not apply and any dividends or other distributions to any which holders become entitled upon the surrender of such shares of Company Theta Common Stock which in accordance with Section 3.2(c), without interest. (iv) Each holder of shares of Theta Common Stock shall be deemed to have subscribed for Kappa Shares to be issued by Kappa on behalf of Kappa, Inc. as provided for by the Finnish Companies Act (624/2015, as amended from time to time). (b) If, between the date of this Agreement and the Effective Time, the number of outstanding shares of Theta Common Stock or the outstanding Kappa Shares shall have statutory been changed into a different number of shares or a different class of shares by reason of any stock dividend, subdivision, reorganization, reclassification, recapitalization, stock split, reverse stock split, combination or exchange of shares, or any similar event shall have occurred, then the Merger Consideration shall be appropriately and proportionately adjusted to provide to the holders of Theta Common Stock the same economic effect as contemplated by this Agreement prior to such event. (c) In accordance with Section 262 of the DGCL, no appraisal rights perfected shall be available to holders of Theta Common Stock in connection with respect thereto the Merger. (d) Should it not be reasonably possible to list Kappa ordinary shares on the New York Stock Exchange (the "Dissenting NYSE") or another U.S. national securities exchange reasonably acceptable to Kappa and Theta (the "US Exchange") in connection with the consummation of the Merger, all Kappa Shares to be delivered to the Exchange Agent on behalf of Kappa, Inc. pursuant to Section 3.2(a) shall be delivered in the form of American Depositary Shares, each representing the right to one Kappa Share (or such other number of Kappa Shares as Kappa, Inc., Kappa and Theta may determine to be the optimum number of Kappa Shares) (the "Kappa ADSs"), if those rights are available, . The Kappa ADSs shall be issued pursuant to a Deposit Agreement, in form and substance reasonably acceptable to Theta, Kappa, Inc. and Kappa to be entered into by Kappa with an institution reasonably acceptable to Theta and Kappa, as Depository, and the provisions owners and holders from time to time of Sections 1300-1312 Kappa ADSs, as amended. As of the BCAEffective Time, it being intended Kappa and agreed that any holder of those shares Theta shall have pay all costs, expenses and taxes imposed in consideration for connection with the cancellation thereof only the rights, if any, afforded to that holder under Sections 1300-1312 issuance or creation of the BCAKappa ADSs to be issued in connection with the Merger.

Effect of the Merger on Capital Stock. As of the Effective Time, as a result of the Merger and without any action on the part of any holder thereof: (a) the shares of Company Common Stock issued and outstanding immediately prior to the Effective Time will (i) be converted into the right to receive, subject to the provisions of Section 2.05, without interest, on surrender of the certificate evidencing those shares, (A) the amount of cash and the number of whole shares of Apple Common Stock determined as provided in Section 2.04 of the Disclosure Statement (the "Merger Consideration"), (ii) cease to be outstanding and to exist and (iii) be canceled and retired; (b) each share of Company Common Stock held in the treasury of the Company or any Company Subsidiary will (i) cease to be outstanding and to exist and (ii) be canceled and retired; and (c) each share of Apple Common Stock issued and outstanding immediately prior to the Effective Time will remain outstanding as one share of Common Stock, par value $0.01 per share, of the Surviving Corporation. Each holder of a certificate representing shares of Company Common Stock 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, subject to the provisions of Sections 2.05 and 2.06, without interest, the Merger Consideration. Notwithstanding the foregoing, the right to receive the Merger Consideration will not apply to any shares of Company Common Stock which shall have statutory appraisal rights perfected with respect thereto ("Dissenting Shares"), if those rights are available, pursuant to the provisions of Sections 1300-1312 Articles 5.11 and 5.12 of the BCA, it being intended and agreed that any holder of those shares shall have in consideration for the cancellation thereof only the rights, if any, afforded to that holder under Sections 1300-1312 Article 5.12 of the BCA.

Effect of the Merger on Capital Stock. As of the Effective Time, as a result by virtue of the Merger and without any action on the part of the Company, Parent LP, Merger Sub or the holder of any holder thereofshares of capital stock of the Company: (a) Each share of common stock, par value $0.01 per share, of the shares of Company ("Company Common Stock Stock") issued and outstanding immediately prior to the Effective Time will shall (other than Dissenting Shares and shares of Company Common Stock owned by Parent, Parent LP, Merger Sub or the Company or any of their respective direct or indirect wholly owned Subsidiaries) automatically be converted into, and shall be canceled in exchange for, the right to receive (i) be converted into the right to receivefrom Parent LP, subject an amount in cash equal to the provisions of Section 2.05, without interest, on surrender of the certificate evidencing those shares, (A) the amount of cash and the number of whole shares of Apple Common Stock determined as provided in Section 2.04 of the Disclosure Statement (the "Merger Consideration"), and (ii) cease from the Company, an amount in cash equal to be outstanding and to exist and (iii) be canceled and retired;the Additional Consideration. (b) each Each share of Company Common Stock held in the treasury of the Company or any Company Subsidiary will (i) cease to be outstanding and to exist and (ii) be canceled and retired; and (c) each share of Apple Common Stock issued and outstanding immediately prior to the Effective Time will remain outstanding as one share of Common Series A Preferred Stock, par value $0.01 per share, of the Surviving Corporation. Each holder of a certificate representing shares of Company Common Stock ("Series A Preferred Stock") issued and outstanding immediately prior to the Effective Time will, as of the Effective Time and thereafter, cease to have any rights respecting those shares shall (other than Dissenting Shares and shares of Series A Preferred Stock owned by Parent, Parent LP, Merger Sub or the Company or any of their respective direct or indirect wholly owned Subsidiaries) automatically be converted into, and shall be canceled in exchange for, the right to receive, subject receive an amount in cash equal to the provisions Merger Consideration and the Additional Consideration. (c) At the Effective Time, all shares of Sections 2.05 Company Common Stock and 2.06, without interest, the Merger Consideration. Notwithstanding the foregoing, Series A Preferred Stock converted into the right to receive the Merger Consideration will not apply pursuant to any Sections 1.6(a) and 1.6(b), respectively, shall cease to be outstanding and shall be canceled and retired and shall cease to exist, and each holder of a certificate that immediately prior to the Effective Time represented such shares of Company Common Stock which and/or Series A Preferred Stock (each, a "Certificate," and collectively, the "Certificates") shall thereafter cease to have statutory appraisal any rights perfected with respect thereto to such shares of Company Common Stock and/or Series A Preferred Stock, except the right to receive the Merger Consideration and the Additional Consideration to be issued in consideration therefor and any dividends or other distributions to which holders of shares of Company Common Stock and/or Series A Preferred Stock, as applicable, become entitled in accordance with Article II upon the surrender of such Certificate. ("Dissenting Shares")d) Each share of Company Common Stock and Series A Preferred Stock issued and owned or held by Parent, if those rights are availableParent LP, pursuant to Merger Sub, the provisions Company or any of Sections 1300-1312 their respective direct or indirect wholly owned Subsidiaries at the Effective Time shall, by virtue of the BCAMerger, it being intended cease to be outstanding and agreed that any holder of those shares shall have be canceled and retired and shall cease to exist and no Merger Consideration, Additional Consideration or other consideration shall be delivered in consideration for the cancellation thereof only the rights, if any, afforded to that holder under Sections 1300-1312 of the BCAexchange therefor.

Effect of the Merger on Capital Stock. As of the Effective Time, as a result of the Merger and without any action on the part of any holder thereof: (a) the shares of Company Common Stock issued and outstanding immediately prior to the Effective Time will (i) be converted into the right to receive, subject to the provisions of Section 2.05, without interest, on surrender of the certificate evidencing those shares, (A) the amount of cash and the number of whole shares of Apple Common Stock determined as provided in Section 2.04 of the Disclosure Statement (the "Merger Consideration"), (ii) cease to be outstanding and to exist and (iii) be canceled and retired; (b) each share of Company Common Stock held in the treasury of the Company or any Company Subsidiary will (i) cease to be outstanding and to exist and (ii) be canceled and retired; and (c) each share of Apple Common Stock issued and outstanding immediately prior to the Effective Time will remain outstanding as one share of Common Stock, par value $0.01 per share, of the Surviving Corporation. Each holder of a certificate representing shares of Company Common Stock 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, subject to the provisions of Sections 2.05 and 2.06, without interest, the Merger Consideration. Notwithstanding the foregoing, the right to receive the Merger Consideration will not apply to any shares of Company Common Stock which shall have statutory appraisal rights perfected with respect thereto ("Dissenting Shares"), if those rights are available, pursuant to the provisions of Sections 1300-1312 5/11.65 and 5/11.70 of the BCA, it being intended and agreed that any holder of those shares shall have in consideration for the cancellation thereof only the rights, if any, afforded to that holder under Sections 1300-1312 5/11.65 and 5/11.70 of the BCA.

Effect of the Merger on Capital Stock. As of the Effective Time, as a result of the Merger and without any action on the part of any holder thereof: (ai) the shares of Company Common Stock issued and outstanding immediately prior to the Effective Time will (i) be converted into the right to receive, subject to the provisions of Section 2.05, without interest, on surrender of the certificate evidencing those shares, (Aa) the amount of cash the Cash Merger Consideration and (b) the number of whole shares of Apple Common Stock determined as provided in Section 2.04 of the Disclosure Statement Merger Consideration (together, the "Merger Consideration"), with the shares of Company Common Stock held by the respective Stockholders to be converted into the right to receive the portion of the Cash Merger Consideration and the portion of the Stock Merger Consideration set forth or determined as provided in Schedule 2.04, (ii) cease to be outstanding and to exist exist, and (iii) be canceled and retired; (bii) each share of Company Common Stock held in the treasury of the Company or any Company Subsidiary will (i) cease to be outstanding and to exist and (ii) be canceled and retired; and (ciii) each share of Apple Newco Common Stock issued and outstanding immediately prior to the Effective Time will remain outstanding as be converted into one share of Common Stock, par value $0.01 1.00 per share, of the Surviving Corporation, and the shares of Common Stock of the Surviving Corporation issued on conversion will constitute all the issued and outstanding shares of Capital Stock of the Surviving Corporation. Each holder of a certificate representing shares of Company Common Stock 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, subject to the provisions of Sections 2.05 and 2.06, without interest, the Merger Consideration. Notwithstanding Consideration and the foregoing, the right to receive the Merger Consideration will not apply to any shares of Company Common Stock which shall have statutory appraisal rights perfected with respect thereto ("Dissenting Shares"), if those rights are available, pursuant to the provisions of Sections 1300-1312 of the BCA, it being intended and agreed that any holder of those shares shall have in consideration for the cancellation thereof only the rightsadditional cash, if any, afforded owing with respect to that holder under Sections 1300-1312 of the BCAthose shares as provided in Section 2.06.

Effect of the Merger on Capital Stock. As of At the Effective Time, as a result by virtue of the Merger and without any action on the part of the Company, Newco or any holder thereofof any shares of capital stock of the Company or any shares of capital stock of Newco: (a) Each share of common stock, par value $0.01 per share, of Newco issued and outstanding immediately prior to the Effective Time shall be converted into one validly issued, fully paid and nonassessable share of common stock, par value $.001 per share, of the Surviving Corporation, and shall constitute the only outstanding shares of capital stock of the Surviving Corporation. From and after the Effective Time, all certificates that, immediately prior to the Effective Time, represented the common stock of Newco shall, without the necessity of presenting the same for exchange, 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) Each share of common stock, par value $.001 per share, of the Company (“Common Stock”) that is owned, directly or indirectly, by the Company (including treasury shares) and each share of Common Stock that is owned by Parent, Newco or any subsidiary of Parent 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 (collectively, “Cancelled Shares”). (c) Subject to the provisions of this Section 2.01, each share of Common Stock, other than Cancelled Shares and other than Appraisal Shares, issued and outstanding immediately prior to the Effective Time shall by virtue of the Merger and without any action on the part of the holder thereof, be converted into the right to receive the Offer Price in cash (the “Merger Consideration”), payable without interest, to the holder of such share, upon surrender, in the manner provided in Section 2.02, of a certificate formerly evidencing such share, other than Cancelled Shares and other than Appraisal Shares (a “Certificate,” provided that any references herein to a “Certificate” are deemed to include references to book-entry account statements relating to the ownership of shares of Common Stock). From and after the Effective Time, all such shares shall no longer be outstanding and, upon the conversion thereof, shall automatically be cancelled and shall cease to exist, and the holders of Certificates that immediately prior to the Effective Time represented such shares of Common Stock shall cease to have any rights with respect to such shares other than the right to receive the Merger Consideration. (d) The following provisions shall govern the treatment of Options and RSUs (each as defined below): (i) Immediately prior to the Effective Time by virtue of the Merger and without any action on the part of the holders thereof, each outstanding option to acquire Common Stock held by any person (an “Option”) granted under the Company’s 2000 Stock Option Plan and/or the Company’s 2007 Stock Incentive Plan, or otherwise (collectively, the “Stock Plans”), whether or not vested and exercisable, that is outstanding and unexercised immediately prior to the Effective Time, shall be automatically converted into the right to receive from Parent or the Surviving Corporation immediately after the Effective Time an amount in cash equal to the product obtained by multiplying (i) the excess, if any, of the Merger Consideration over the per share exercise price of such Option, by (ii) the aggregate number of shares of Common Stock that were issuable upon exercise or settlement of such Option immediately prior to the Effective Time (such product, the “Option Consideration”). All payments provided pursuant to this Section 2.01(d)(i) shall be made through the Company’s payroll systems, subject to withholding in accordance with the provisions of Section 2.02(f). If the exercise price per share of any Option equals or exceeds the Merger Consideration, the Option Consideration therefor shall be zero. (ii) At the Control Time, without any action on the part of the holders thereof, each restricted stock unit award outstanding immediately prior to the Control Time under the Stock Plans (an “RSU”) shall become fully vested, shall not be assumed by Parent or Newco and shall, as of the Control Time, be cancelled and extinguished and, in exchange therefor, each former holder of any such RSU shall have the right to receive from Parent or the Surviving Corporation immediately after the Control Time an amount in cash equal to the product obtained by multiplying (i) the aggregate number of shares of Common Stock subject to such RSU immediately prior to the Control Time by (ii) the Merger Consideration (such amounts payable hereunder, the “RSU Award Payments”). From and after the Control Time, any RSU shall no longer be exercisable by the former holder thereof, but shall only entitle such holder to the payment of the RSU Award Payment, if any. The RSU Award Payments shall be paid as soon as practicable following the Control Time, without interest. All payments provided pursuant to this Section 2.01(d)(ii) shall be made through the Company’s payroll systems, subject to withholding in accordance with the provisions of Section 2.02(f). (iii) As soon as reasonably practicable following the date of this Agreement and in any event prior to the Effective Time, the Board (or, if appropriate, any committee administering the Stock Plans) shall adopt such resolutions and take such other actions as may be necessary to effectuate the treatment of Options and RSUs pursuant to this Section 2.01(d). (e) Notwithstanding anything in this Agreement to the contrary, shares of Common Stock issued and outstanding immediately prior to the Effective Time will (iother than Cancelled Shares) that are held by any holder who is entitled to demand and properly demands appraisal of such shares pursuant to, and who complies in all respects with, the provisions of Section 262 of the DGCL (“Section 262”) shall not be converted into the right to receivereceive the Merger Consideration per share as provided in Section 2.01(c), subject unless such holder fails to perfect or withdraws or otherwise loses the right to appraisal, but instead such holder shall be entitled to payment of the fair value of such shares (the “Appraisal Shares”) in accordance with the provisions of Section 2.05, without interest, on surrender of the certificate evidencing those shares, (A) the amount of cash 262. From and the number of whole shares of Apple Common Stock determined as provided in Section 2.04 of the Disclosure Statement (the "Merger Consideration"), (ii) cease to be outstanding and to exist and (iii) be canceled and retired; (b) each share of Company Common Stock held in the treasury of the Company or any Company Subsidiary will (i) cease to be outstanding and to exist and (ii) be canceled and retired; and (c) each share of Apple Common Stock issued and outstanding immediately prior to after the Effective Time will remain outstanding as one share of Common StockTime, par value $0.01 per share, of the Surviving Corporation. Each each holder of a certificate representing shares of Company Common Stock immediately prior to the Effective Time will, as of the Effective Time and thereafter, Appraisal Shares shall cease to have any rights respecting those shares other than with respect thereto, except the right to receive, subject to receive the fair value of such Appraisal Shares in accordance with the provisions of Sections 2.05 and 2.06, without interest, the Merger ConsiderationSection 262. Notwithstanding the foregoing, if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to appraisal under Section 262 or a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262, then the right of such holder to be paid the fair value of such holder’s Appraisal Shares under Section 262 shall cease and each of such Appraisal Shares shall be deemed to have been converted at the Effective Time into, and shall have become exchangeable for, the right to receive the Merger Consideration per share (as provided in Section 2.02(f), less any required tax withholdings), payable without interest, as provided in Section 2.01(c), upon surrender of a Certificate or other proper documentary evidence pursuant to Section 2.02. The Company will not apply give Parent (i) prompt notice of any demands received by the Company for appraisals of Shares and (ii) the opportunity to any shares of Company Common Stock which shall have statutory appraisal rights perfected participate in and direct all negotiations and proceedings with respect thereto ("Dissenting Shares"), if those rights are available, pursuant to such demands. Prior to the provisions Effective Time, the Company shall not, except with the prior written consent of Sections 1300-1312 Parent, make any payment with respect to, or settle, any such demands for appraisal. In any appraisal proceeding with respect to Appraisal Shares and to the fullest extent permitted by applicable Law, the fair value of the BCAAppraisal Shares shall be determined in accordance with Section 262(h) of the DGCL without regard to the Top-Up Option, it being intended and agreed that any holder of those shares shall have the Top-Up Option Shares or the promissory note in consideration payment for the cancellation thereof only the rights, if any, afforded to that holder under Sections 1300Top-1312 of the BCAUp Shares.

Effect of the Merger on Capital Stock. As of the Effective Time, as a result of the Merger and without any action on the part of any holder thereof: (a) the shares each share of Company Common Stock issued and outstanding immediately prior to the Effective Time will (i) be converted into the right to receive, subject to the provisions of Section 2.05Paragraph 2(E), without interest, on surrender of the certificate evidencing those sharesthat share, one-half (A1/2) the amount of cash and the number a share of whole shares of Apple IVT Common Stock determined as provided in Section 2.04 of the Disclosure Statement (the "Merger Consideration"), (ii) cease to be outstanding and to exist and (iii) be canceled and retired; Stock; (b) each share of Company Common Preferred Stock held issued and outstanding immediately prior to the Effective Time will be converted into the right to receive, subject to the provisions of Paragraph 2(E), without interest, on surrender of the certificate evidencing that share, cash in the treasury amount equal to $100 plus dividends accrued through the day preceding the day on which the Effective Time occurs at the rate of $9.50 per annum and which remain unpaid; and (c) each share of Company Capital Stock issued and outstanding immediately prior to the Company or any Company Subsidiary Effective Time will (i) cease to be outstanding and to exist and (ii) be canceled and retired; and; (c2) each share of Apple Company Capital Stock held in the treasury of the Company or any Company Subsidiary will (a) cease to be outstanding and to exist and (b) be canceled and retired; (3) each option and warrant to purchase Company Common Stock which is issued and outstanding immediately prior to the Effective Time will remain outstanding be converted into an option to purchase such number of shares of IVT Common Stock at such initial exercise prices as one are specified in Schedule 2(D); and (4) each share of Common Stockthe common stock, par value $0.01 .01 per share, of IVT Sub issued and outstanding immediately prior to the Effective Time will be converted into one share of common stock, par value $.01 per share, of the Surviving Corporation, and the shares of common stock of the Surviving Corporation issued on that conversion will constitute all the issued and outstanding shares of capital stock of the Surviving Corporation. Each holder of a certificate representing shares of Company Common Capital Stock 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, subject to the provisions of Sections 2.05 and 2.06Paragraph 2(E), without interest, the Merger ConsiderationAcquisition Consideration and the additional cash, if any, owing with respect to those shares as provided in Paragraph 2(F). Notwithstanding the foregoing, the right to receive the Merger any Acquisition Consideration will not apply to any shares of Company Common Capital Stock which shall have statutory appraisal rights perfected with respect thereto ("Dissenting Shares"), if those rights are available, ) pursuant to the provisions of Sections 1300-1312 Articles 5.11, 5.12 and 5.13 of the BCATBCA, it being intended and agreed that any holder of those shares Dissenting Shares shall have in consideration for of the cancellation thereof only the rights, if any, afforded to that holder under Sections 1300-1312 Articles 5.11, 5.12 and 5.13 of the BCATBCA.

Effect of the Merger on Capital Stock. As of the Effective Time, as a result of the Merger and without any action on the part of any holder thereof: (ai) each holder of KCG Common Stock which is issued and outstanding immediately prior to the Effective Time shall automatically be entitled to receive that number of shares of iExalt Common Stock set forth opposite their respective names on Schedule 3(i) attached hereto, for a total of 450,000 fully paid and nonassessable shares of issued and outstanding iExalt Common Stock, and each of the shares of Company KCG 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 KCG Common Stock held in the treasury of KCG shall be canceled and retired; and (iii) each share of Merger Sub Common Stock issued and outstanding immediately prior to the Effective Time will (i) be converted into the right to receive, subject to the provisions of Section 2.05, without interest, on surrender of the certificate evidencing those shares, (A) the amount of cash and the number of whole shares of Apple Common Stock determined as provided in Section 2.04 of the Disclosure Statement (the "Merger Consideration"), (ii) cease to be outstanding and to exist and (iii) be canceled and retired; (b) each share of Company Common Stock held in the treasury of the Company or any Company Subsidiary will (i) cease to be outstanding and to exist and (ii) be canceled and retired; and (c) each share of Apple Common Stock issued and outstanding immediately prior to the Effective Time will remain outstanding as one share of Common Stock, par value $0.01 .01 per share, of the Surviving Corporation, and the shares of Common Stock of the Surviving Corporation resulting from such conversion will constitute all of the issued and outstanding shares of capital stock of the Surviving Corporation. Upon and after the Effective Time, no transfer of shares of KCG Common Stock issued and outstanding immediately before the Effective Time shall be made on the stock transfer books of the Surviving Corporation. Each holder of a certificate representing shares of Company KCG 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, subject to the provisions of Sections 2.05 and 2.06, without interest, the Merger Consideration. Notwithstanding the foregoing, the right to receive the Merger Consideration will not apply to any shares of Company iExalt Common Stock into which his shares of KCG Common Stock shall have statutory appraisal rights perfected with respect thereto ("Dissenting Shares"), if those rights are available, pursuant to the provisions of Sections 1300-1312 been converted as a result of the BCA, it being intended and agreed that any holder of those shares shall have in consideration for the cancellation thereof only the rights, if any, afforded to that holder under Sections 1300-1312 of the BCAMerger.

Effect of the Merger on Capital Stock. As (a) Subject to the provisions of this Agreement, at the Effective Time, by virtue of the Merger and without any action on the part of any Company Stockholder or any of the Parties: (i) each share of Company Stock (other than the Company Class B Common Stock) issued and outstanding as of immediately prior to the Effective Time (other than the Dissenting Shares and the Excluded Shares) shall thereupon be converted automatically into the right to receive a result number of shares of Acquiror Class A Common Stock equal to the Per Share Exchange Ratio applicable thereto, as further specified on the Allocation Schedule; and (ii) each share of Company Class B Common Stock issued and outstanding as of immediately prior to the Effective Time (other than the Dissenting Shares and the Excluded Shares) shall thereupon be converted automatically into the right to receive an amount of cash without interest equal to the Per Share Class B Common Stock Consideration, as further specified on the Allocation Schedule. (b) Following the conversion of the shares of the Company Stock into the right to receive the applicable portion of the Total Consideration or of the Total Class B Common Stock Consideration, as applicable, in each case pursuant to Section 3.01(a), all of the shares of Company Stock so converted shall no longer be outstanding and shall cease to exist, and each holder of shares of Company Stock shall thereafter cease to have any rights with respect to such securities, except the right to receive the applicable portion of the Total Consideration or of the Total Class B Common Stock Consideration, as applicable. (c) Prior to the Effective Time, the principal and interest outstanding under the subordinated convertible promissory note pursuant to the Bridge Loan shall be converted into the right to receive the number of shares of Company Class A Common Stock as provided therein. (d) At the Effective Time, by virtue of the Merger and without any action on the part of any holder thereof: (a) the shares , each share of Company Common Stock common stock, par value $0.001 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time will (i) shall no longer be outstanding and shall thereupon be converted into the right to receiveand become one validly issued fully-paid and non-assessable share of common stock, subject to the provisions of Section 2.05par value $0.00001 per share, without interest, on surrender of the certificate evidencing those sharesSurviving Company, (A) and all such shares shall constitute the amount of cash and the number of whole only outstanding shares of Apple Common Stock determined as provided in Section 2.04 capital stock of the Disclosure Statement (Surviving Company as of immediately following the "Merger Consideration"), (ii) cease to be outstanding and to exist and (iii) be canceled and retired;Effective Time. (be) At the Effective Time, by virtue of the Merger and without any action on the part of any holder thereof, each share of Company Common Stock and Company Preferred Stock held in the treasury of the Company or any owned by Acquiror, Merger Sub or the Company Subsidiary will (i) cease to be outstanding and to exist and (ii) be canceled and retired; and (c) each share of Apple Common Stock issued and outstanding immediately prior to the Effective Time will remain outstanding as one share of Common Stock, par value $0.01 per share, of the Surviving Corporation. Each holder of a certificate representing shares of Company Common Stock 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, subject to the provisions of Sections 2.05 and 2.06, without interest(all such shares, the Merger Consideration. Notwithstanding the foregoing, the right to receive the Merger Consideration will not apply to “Excluded Shares”) shall be cancelled without any shares of Company Common Stock which conversion thereof and no payment or distribution shall have statutory appraisal rights perfected be made with respect thereto ("Dissenting Shares"), if those rights are available, pursuant to the provisions of Sections 1300-1312 of the BCA, it being intended and agreed that any holder of those shares shall have in consideration for the cancellation thereof only the rights, if any, afforded to that holder under Sections 1300-1312 of the BCAthereto.

Effect of the Merger on Capital Stock. As of the Effective Time, as a result of the Merger and without any action on the part of any holder thereof: (a) the shares of Company Common Stock issued and outstanding immediately prior to the Effective Time will (i) be converted into the right to receive, subject to the provisions of Section 2.05, without interest, on surrender of the certificate evidencing those shares, (A) the amount of cash and the number of whole shares of Apple Common Stock determined as provided in Section 2.04 of the Disclosure Statement (the "Merger Consideration"), (ii) cease to be outstanding and to exist and (iii) be canceled and retired; (b) each share of Company Common Stock held in the treasury of the Company or any Company Subsidiary will (i) cease to be outstanding and to exist and (ii) be canceled and retired; and (c) each share of Apple Common Stock issued and outstanding immediately prior to the Effective Time will remain outstanding as one share of Common Stock, par value $0.01 per share, of the Surviving Corporation. Each holder of a certificate representing shares of Company Common Stock 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, subject to the provisions of Sections 2.05 and 2.06, without interest, the Merger Consideration. Notwithstanding the foregoing, the right to receive the Merger Consideration will not apply to any shares of Company Common Stock which shall have statutory appraisal rights perfected with respect thereto ("Dissenting Shares"), if those rights are available, pursuant to the provisions of Sections 1300-1312 Section 5.11 of the BCA, it being intended and agreed that any holder of those shares shall have in consideration for the cancellation thereof only the rights, if any, afforded to that holder under Sections 1300-1312 Section 5.11 of the BCA.

Effect of the Merger on Capital Stock. As of At the Effective Time, as a result by virtue of the Merger and without any action on the part of any holder thereofof any capital stock of Holdings: (a) the shares Subject to Section 3.3, each outstanding share of Company Holdings Common Stock issued and outstanding immediately prior to the Effective Time will (i) shall be converted into the right to receive, subject to the provisions receive one share of Section 2.05, without interest, on surrender of the certificate evidencing those shares, (A) the amount of cash and the number of whole shares of Apple Fasteners Common Stock determined as provided in Section 2.04 of the Disclosure Statement (the "Merger Consideration"), (iias set forth on Schedule 3.1(a) hereto. All of the shares of Fasteners Common Stock to be issued as the Merger Consideration shall be duly authorized, validly issued, fully paid and non-assessable and free of preemptive rights, with no personal liability attaching to the ownership thereof. All shares of Holdings Common Stock converted into the right to receive the Merger Consideration pursuant to this Section 3.1(a) shall cease to be outstanding and to exist and (iii) shall be canceled and retired;retired and shall cease to exist, and each holder of a certificate that immediately prior to the Effective Time represented any such shares of Holdings Common Stock (a "Holdings Certificate") shall thereafter cease to have any rights with respect to such shares of Holdings Common Stock, except the right to receive the Merger Consideration to be issued in consideration therefor in accordance with this Article III upon the surrender of such Holdings Certificate. Fasteners shall, after the Effective Time, deliver the Merger Consideration to the holders of Holdings Certificates as set forth on Schedule 3.1(a). (b) each share All shares of Company Common Stock Fasteners capital stock which are held in by Holdings immediately prior to the treasury of the Company or any Company Subsidiary will (i) Effective Time shall be cancelled and retired and shall cease to be outstanding and to exist and (ii) be canceled and retired; andexist. (c) each share All other shares of Apple Common Stock capital stock of Holdings that are issued and outstanding immediately prior to the Effective Time will remain outstanding as one share of Common Stock, par value $0.01 per share, of the Surviving Corporation. Each holder of a certificate representing shares of Company Common Stock immediately prior to the Effective Time will, as of the Effective Time and thereafter, shall cease to have any rights respecting those shares other than the right be outstanding and shall be cancelled and retired and shall cease to receive, subject to the provisions of Sections 2.05 and 2.06, without interest, the Merger Consideration. Notwithstanding the foregoing, the right to receive the Merger Consideration will not apply to any shares of Company Common Stock which shall have statutory appraisal rights perfected with respect thereto ("Dissenting Shares"), if those rights are available, pursuant to the provisions of Sections 1300-1312 of the BCA, it being intended and agreed that any holder of those shares shall have in consideration for the cancellation thereof only the rights, if any, afforded to that holder under Sections 1300-1312 of the BCAexist.

Effect of the Merger on Capital Stock. As of the Effective Time, as a result of the Merger and without any action on the part of any holder thereof: (a) the shares of Company Common Stock issued and outstanding immediately prior to the Effective Time will (i) be converted into the right to receive, subject to the provisions of Section 2.05, without interest, on surrender of the certificate evidencing those shares, (A) the amount of cash and the number of whole shares of Apple Common Stock determined as provided in Section 2.04 of the Disclosure Statement (the "Merger Consideration"), (ii) cease to be outstanding and to exist and (iii) be canceled and retired; (b) each share of Company Common Stock held in the treasury of the Company or any Company Subsidiary will (i) cease to be outstanding and to exist and (ii) be canceled and retired; and (c) each share of Apple Common Stock issued and outstanding immediately prior to the Effective Time will remain outstanding as one share of Common Stock, par value $0.01 per share, of the Surviving Corporation. Each holder of a certificate representing shares of Company Common Stock 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, subject to the provisions of Sections 2.05 and 2.06, without interest, the Merger Consideration. Notwithstanding the foregoing, the right to receive the Merger Consideration will not apply to any shares of Company Common Stock which shall have statutory appraisal rights perfected with respect thereto ("Dissenting Shares"), if those rights are available, pursuant to the provisions of Sections 1300-1312 Articles 5.11 and 5.12 of the BCA, it being intended and agreed that any holder of those shares shall have in consideration for the cancellation thereof only the rights, if any, afforded to that holder under Sections 1300-1312 Article 5.11 of the BCA.

Effect of the Merger on Capital Stock. As of 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 thereofcapital stock of the Company or on the part of the sole shareholder of Merger Sub: (a) each Company Share issued and outstanding immediately prior to the Effective Time (which for greater certainty does not include any Company Shares sold by an Electing Canadian Company Shareholder to Parent pursuant to the Canadian Exchange Offer) will be transferred by each holder thereof to Parent in exchange for that number of Parent Shares that is equal to the Exchange Ratio; (b) each Merger Sub share issued and outstanding immediately prior to the Effective Time shall be exchanged for one share of common stock of the Surviving Corporation as a result of the Merger; (c) each Company Share held by Parent will be exchanged for 0.01 shares of Company Common Stock common stock of the Surviving Corporation as a result of the Merger; (d) each Warrant issued and outstanding immediately prior to the Effective Time will (i) be converted automatically converted, without further action of the holder thereof, into the right a Parent Warrant to receive, subject purchase that number of Parent Shares equal to the provisions Exchange Ratio, each with an exercise price of Section 2.051 divided by the Exchange Ratio for one Parent Share, without interest, on surrender of the certificate evidencing those shares, (A) the amount of cash and the number of whole shares of Apple Common Stock determined as provided in Section 2.04 of the Disclosure Statement (the "Merger Consideration"), (ii) shall cease to be outstanding outstanding, shall be cancelled and shall cease to exist and (iii) be canceled and retiredexist; (be) each share of Company Common Stock held in the treasury of the Company or any Company Subsidiary will (i) cease to be outstanding and to exist and (ii) be canceled and retired; and (c) each share of Apple Common Stock Option issued and outstanding immediately prior to the Effective Time will remain outstanding as one share of Common Stockbe automatically converted, par value $0.01 per share, without further action of the Surviving Corporation. Each holder thereof, into an option (a “New Parent Option”) to purchase that number of a certificate representing shares Parent Shares equal to the Exchange Ratio, each with an exercise price of 1 divided by the Exchange Ratio for one Parent Share, and shall cease to be outstanding, shall be cancelled and shall cease to exist; (f) each Company Common Stock Share held in the treasury 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, subject to the provisions of Sections 2.05 and 2.06, without interest, the Merger Consideration. Notwithstanding the foregoing, the right to receive the Merger Consideration will not apply to any shares of Company Common Stock which shall have statutory appraisal rights perfected with respect thereto ("Dissenting Shares"), if those rights are available, pursuant to the provisions of Sections 1300-1312 of the BCA, it being intended and agreed that any holder of those shares shall have in consideration for the cancellation thereof only the rightsTime, if any, afforded to that holder under Sections 1300-1312 will be canceled and extinguished without any conversion thereof; and (g) each Management Option will be automatically converted, without further action of the BCAholder thereof, into one Non-Participating Voting Share and all Management Options shall thereafter be cancelled. provided however, each holder of (i) Company Shares or Warrants that did not acquire the Company Shares or Warrants in the Series C Financing, and (ii) Management Options entitled to receive Non-Participating Voting Shares, may, as a condition of receiving Parent Shares, Parent Warrants and Non-Participating Voting Shares, as applicable, pursuant to Sections 4.2(a), 4.2(d) and 4.2(g), be required to deliver a certificate in a form satisfactory to the Company and Parent (i) as to their status as an “accredited investor,” as defined in Rule 501(a) of Regulation D promulgated under the U.S. Securities Act (if such holder of Company Shares, Warrants or Management Options is in the United States) or (ii) or confirming that such holder is outside the United States, together with any supporting information as reasonably requested by the Company or Parent in order to confirm their status and the availability of an exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws for the issuance of such Parent Shares, Parent Warrants and Non-Participating Voting Shares, as applicable, to such holder.

Effect of the Merger on Capital Stock. As of the Effective Time, as a result of the Merger and without any action on the part of any holder thereof: (a) the shares of Company Common Stock issued and outstanding immediately prior to the Effective Time will (i) be converted into the right to receive, subject to the provisions of Section 2.05, without interest, on surrender of the certificate evidencing those shares, (A) the amount of cash and the number of whole shares of Apple Common Stock determined as provided in Section 2.04 of the Disclosure Statement (the "Merger Consideration"), (ii) cease to be outstanding and to exist and (iii) be canceled and retired; (b) each share of Company Common Stock held in the treasury of the Company or any Company Subsidiary will (i) cease to be outstanding and to exist and (ii) be canceled and retired; and (c) each share of Apple Common Stock issued and outstanding immediately prior to the Effective Time will remain outstanding as one share of Common Stock, par value $0.01 per share, of the Surviving Corporation. Each holder of a certificate representing shares of Company Common Stock 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, subject to the provisions of Sections 2.05 and 2.06, without interest, the Merger Consideration. Notwithstanding the foregoing, the right to receive the Merger Consideration will not apply to any shares of Company Common Stock which shall have statutory appraisal rights perfected with respect thereto ("Dissenting Shares"), if those rights are available, pursuant to the provisions of Sections 130013.1-1312 722 et seq. of the BCA, it being intended and agreed that any holder of those shares shall have in consideration for the cancellation thereof only the rights, if any, afforded to that holder under Sections 130013.1-1312 722 et seq. of the BCA.

Effect of the Merger on Capital Stock. (a) As of the Effective Time, as a result of the Merger and the transactions contemplated by Section 3.1(b) and without any action on the part of Theta, Kappa, Kappa, Inc. or Merger Sub or the holders of any holder thereofcapital stock of Theta or Merger Sub, at the Effective Time: (ai) All limited liability company interests of Merger Sub (the shares of Company “Merger Sub Common Stock Stock”) issued and outstanding immediately prior to the Effective Time will (i) shall be converted into the right to receive, subject to the provisions of Section 2.05, without interest, on surrender of the certificate evidencing those shares, one hundred (A100) the amount of cash fully paid and the number of whole nonassessable shares of Apple Common Stock determined as provided in Section 2.04 of the Disclosure Statement (the "Merger Consideration"), (ii) cease to be outstanding and to exist and (iii) be canceled and retired; (b) each share of Company Common Stock held in the treasury of the Company or any Company Subsidiary will (i) cease to be outstanding and to exist and (ii) be canceled and retired; and (c) each share of Apple Common Stock issued and outstanding immediately prior to the Effective Time will remain outstanding as one share of Common Stockcommon stock, par value $0.01 per share, of the Surviving Corporation. . (ii) Each holder share of a certificate representing shares common stock, par value $0.01 per share, of Company Theta (the “Theta Common Stock Stock”), issued and outstanding immediately prior to the Effective Time will, as that is owned by Theta or its Subsidiaries and each share of Theta Common Stock issued and outstanding immediately prior to the Effective Time that is owned by Kappa, Kappa, Inc., Merger Sub or any of their respective Subsidiaries shall no longer be outstanding and thereaftershall automatically be canceled and shall cease to exist, and no consideration shall be delivered in exchange therefor. (iii) Subject to Section 3.2(e), each share of Theta Common Stock issued and outstanding immediately prior to the Effective Time (other than shares to be canceled in accordance with Section 3.1(a)(ii)), shall be converted into the right to receive from Kappa on behalf of Kappa, Inc. 0.8000 (the ratio of such number to 1, the “Exchange Ratio”) validly issued, fully paid and nonassessable Kappa Shares (such Kappa Shares into which shares of Theta Common Stock are converted pursuant to this Section 3.1(a)(iii), together with any cash paid in lieu of fractional shares pursuant to Section 3.2(e), the “Merger Consideration”). All shares of Theta Common Stock converted pursuant to this Section 3.1(a)(iii), when so converted, shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and each holder of a certificate that, immediately prior to the Effective Time, represented any such shares of Theta Common Stock, and each holder of any such share of Theta Common Stock which immediately prior to the Effective Time was registered on the stock transfer books of Theta in uncertificated form, shall cease to have any rights respecting those shares other than the right to receivewith respect thereto, subject to the provisions of Sections 2.05 and 2.06, without interest, the Merger Consideration. Notwithstanding the foregoing, except the right to receive the Merger Consideration will not apply and any dividends or other distributions to any which holders become entitled upon the surrender of such shares of Company Theta Common Stock which in accordance with Section 3.2(c), without interest. (iv) Each holder of shares of Theta Common Stock shall be deemed to have subscribed for Kappa Shares to be issued by Kappa on behalf of Kappa, Inc. as provided for by the Finnish Companies Act (624/2015, as amended from time to time). (b) If, between the date of this Agreement and the Effective Time, the number of outstanding shares of Theta Common Stock or the outstanding Kappa Shares shall have statutory been changed into a different number of shares or a different class of shares by reason of any stock dividend, subdivision, reorganization, reclassification, recapitalization, stock split, reverse stock split, combination or exchange of shares, or any similar event shall have occurred, then the Merger Consideration shall be appropriately and proportionately adjusted to provide to the holders of Theta Common Stock the same economic effect as contemplated by this Agreement prior to such event. (c) In accordance with Section 262 of the DGCL, no appraisal rights perfected shall be available to holders of Theta Common Stock in connection with respect thereto the Merger. ("Dissenting Shares")d) Should it not be reasonably possible to list Kappa ordinary shares on the New York Stock Exchange (the “NYSE”) or another U.S. national securities exchange reasonably acceptable to Kappa and Theta (the “US Exchange”) in connection with the consummation of the Merger, if those rights are availableall Kappa Shares to be delivered to the Exchange Agent on behalf of Kappa, Inc. pursuant to Section 3.2(a) shall be delivered in the provisions form of Sections 1300-1312 American Depositary Shares, each representing the right to one Kappa Share (or such other number of Kappa Shares as Kappa, Inc., Kappa and Theta may determine to be the optimum number of Kappa Shares) (the “Kappa ADSs”). The Kappa ADSs shall be issued pursuant to a Deposit Agreement, in form and substance reasonably acceptable to Theta, Kappa, Inc. and Kappa to be entered into by Kappa with an institution reasonably acceptable to Theta and Kappa, as Depository, and the owners and holders from time to time of Kappa ADSs, as amended. As of the BCAEffective Time, it being intended Kappa and agreed that any holder of those shares Theta shall have pay all costs, expenses and taxes imposed in consideration for connection with the cancellation thereof only the rights, if any, afforded to that holder under Sections 1300-1312 issuance or creation of the BCAKappa ADSs to be issued in connection with the Merger.