Common use of Effect on Capital Stock Clause in Contracts

Effect on Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company or the holders of any of the following securities: (a) The limited liability company interests of Merger Sub issued and outstanding immediately prior to the Effective Time, all of which shall be held by Parent, shall remain outstanding as limited liability company interests of the Surviving Entity, all of which shall continue to be held by Parent. (b) Each share of common stock, par value $0.01 per share, of the Company (such shares, collectively, the “Company Common Stock”, and each, a “Company Common Share”) issued and outstanding immediately prior to the Effective Time (other than any shares of Company Common Stock to be canceled pursuant to Section 1.6(d)) shall be converted into the right to receive an amount of Parent Common Stock equal to the product of one Company Common Share multiplied by the Common Exchange Ratio (which Common Exchange Ratio is subject to adjustment as set forth in Section 1.8) (the “Common Stock Consideration” and together with the Preferred Stock Consideration, the “Merger Consideration”). (c) All Company Common Shares (other than Company Common Shares to be canceled pursuant to Section 1.6(d)) shall be canceled and shall cease to exist, and each holder of a certificate theretofore representing any Company Common Shares (each, a “Certificate”) or non-certificated Company Common Shares represented by book-entry (“Book-Entry Shares”) shall cease to have any rights with respect thereto, except the right to receive (i) the Common Stock Consideration upon surrender of such Certificates or Book-Entry Shares in accordance with Section 2.1(c), without interest (subject to any applicable withholding Tax specified in Section 2.2); and (ii) any dividends and other distributions in accordance with Section 2.1(g). (d) Each Company Common Share owned by Parent or Merger Sub, or owned by any direct or indirect Subsidiary of any such Person, in each case immediately prior to the Effective Time, shall automatically be canceled and retired and cease to exist as of the Effective Time and no consideration shall be paid in exchange therefor. (e) Each share of 6.125% Series C Cumulative Redeemable Preferred Stock, par value $0.01 per share, of the Company (such shares, collectively, the “Company Preferred Stock”, and each, a “Company Preferred Share”, and the Company Preferred Shares collectively with the Company Common Shares, the “Company Shares”) issued and outstanding immediately prior to the Effective Time shall be converted into the right to receive the Preferred Stock Consideration and shall be canceled and cease to exist, and each holder of a certificate theretofore representing any Company Preferred Shares or non-certificated Company Preferred Shares represented by book-entry shall cease to have any rights with respect thereto, except the right to receive the Preferred Stock Consideration upon surrender of such certificates or book-entry shares.

Effect on Capital Stock. At As of the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company or the holders holder of any shares of the following securitiesCommon Stock or Series B Stock (as hereinafter defined) or any shares of capital stock of MergerCo: (a) The limited liability company interests of Merger Sub issued and outstanding immediately prior to the Effective Time, all of which shall be held by Parent, shall remain outstanding as limited liability company interests of the Surviving Entity, all of which shall continue to be held by Parent. (b) Each share of common stock, par value $0.01 .01 per share, of MergerCo (the Company (such shares, collectively, the “Company "MergerCo Common Stock”, and each, a “Company Common Share”) issued and outstanding immediately prior to the Effective Time (other than any shares of Company Common Stock to be canceled pursuant to Section 1.6(d)) shall be converted into the right to receive an amount of Parent Common Stock equal to the product of one Company Common Share multiplied by the Common Exchange Ratio (which Common Exchange Ratio is subject to adjustment as set forth in Section 1.8) (the “Common Stock Consideration” and together with the Preferred Stock Consideration, the “Merger Consideration”). (c) All Company Common Shares (other than Company Common Shares to be canceled pursuant to Section 1.6(d)) shall be canceled and shall cease to exist, and each holder of a certificate theretofore representing any Company Common Shares (each, a “Certificate”) or non-certificated Company Common Shares represented by book-entry (“Book-Entry Shares”) shall cease to have any rights with respect thereto, except the right to receive (i) the Common Stock Consideration upon surrender of such Certificates or Book-Entry Shares in accordance with Section 2.1(c), without interest (subject to any applicable withholding Tax specified in Section 2.2); and (ii) any dividends and other distributions in accordance with Section 2.1(g). (d) Each Company Common Share owned by Parent or Merger Sub, or owned by any direct or indirect Subsidiary of any such Person, in each case immediately prior to the Effective Time, shall automatically be canceled and retired and cease to exist as of the Effective Time and no consideration shall be paid in exchange therefor. (e) Each share of 6.125% Series C Cumulative Redeemable Preferred Stock, par value $0.01 per share, of the Company (such shares, collectively, the “Company Preferred Stock”, and each, a “Company Preferred Share”, and the Company Preferred Shares collectively with the Company Common Shares, the “Company Shares”") issued and outstanding immediately prior to the Effective Time shall be converted into one fully paid and nonassessable share of common stock, par value $1.00 per share, of the Surviving Corporation (the "Surviving Corporation Common Stock") following the Merger. (b) Each share of Common Stock that is owned by the Company, or by any wholly owned Subsidiary (as defined in Section 10.2) of the Company or by MergerCo shall automatically be canceled and retired and shall cease to exist, and no cash or other consideration shall be delivered or deliverable in exchange therefor. (c) Each share of Common Stock issued and outstanding immediately prior to the Effective Time (other than shares owned by the Company, any of its wholly owned Subsidiaries or MergerCo and Dissenting Shares (as defined in Section 3.2)) shall be converted into the right to receive $22.00 per share, net to the seller in cash, payable to the holder thereof, without any interest thereon (the "Merger Consideration"), upon surrender and exchange of the Certificate (as hereinafter defined) representing such share of Common Stock. (d) Each share of Series B Preferred Stock, par value $1.00 per share, of the Company (the "Series B Stock") issued and outstanding immediately prior to the Effective Time (other than shares owned by the Company or any of its wholly owned Subsidiaries) shall be converted into one fully paid and nonassessable share of Surviving Corporation Common Stock Consideration following the Merger. (e) All shares of Common Stock, when converted as provided in Section 2.1(c), shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each holder Certificate (as hereinafter defined) previously evidencing such shares shall thereafter represent only the right to receive the Merger Consideration. The holders of a certificate theretofore representing any Company Preferred Shares or non-certificated Company Preferred Shares represented by book-entry Certificates previously evidencing shares of Common Stock outstanding immediately prior to the Effective Time shall cease to have any rights with respect theretoto the Common Stock except as otherwise provided herein or by law and, except upon the surrender of Certificates in accordance with the provisions of Section 3.1, shall only represent the right to receive for their shares of Common Stock, the Preferred Merger Consideration, without any interest thereon. (f) All shares of Series B Stock, when converted as provided in Section 2.1(d) shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each certificate previously evidencing such shares of Series B Stock Consideration upon surrender shall thereafter represent only the right to receive shares of such Surviving Corporation Common Stock. The holders of certificates previously evidencing shares of Series B Stock outstanding immediately prior to the Effective Time shall cease to have any rights with respect to the Series B Stock except as otherwise provided herein or book-entry sharesby law.

Effect on Capital Stock. (a) At the Effective Time, Time by virtue of the ----------------------- Merger and without any action on the part of the holder thereof, each share of common stock, par value $0.0001, of NMC (the "NMC Common Stock") issued and ---------------- outstanding immediately prior to the Effective Time (other than shares of NMC Common Stock held by NMC, all of which shall be canceled as provided in Section ------- 3.8(c)) shall be converted into one share of Class B common stock, par value ------ $0.0001 per share, of the Surviving Corporation (the "Merger Consideration") and -------------------- all shares of common stock of the Surviving Corporation issued and outstanding at the Effective Time shall remain outstanding after the Merger. (b) As a result of the Merger and without any action on the part of Parent, Merger Sub, the Company or the holders of any of the following securities: (a) The limited liability company interests of Merger Sub issued and outstanding immediately prior to thereof, at the Effective Time, all of which shall be held by Parent, shall remain outstanding as limited liability company interests of the Surviving Entity, all of which shall continue to be held by Parent. (b) Each share of common stock, par value $0.01 per share, of the Company (such shares, collectively, the “Company Common Stock”, and each, a “Company Common Share”) issued and outstanding immediately prior to the Effective Time (other than any shares of Company NMC Common Stock to be canceled pursuant to Section 1.6(d)) shall be converted into the right to receive an amount of Parent Common Stock equal to the product of one Company Common Share multiplied by the Common Exchange Ratio (which Common Exchange Ratio is subject to adjustment as set forth in Section 1.8) (the “Common Stock Consideration” and together with the Preferred Stock Consideration, the “Merger Consideration”). (c) All Company Common Shares (other than Company Common Shares to be canceled pursuant to Section 1.6(d)) shall be canceled and shall cease to exist, and each holder of a certificate theretofore representing which immediately prior to the Effective Time represented any Company such shares of NMC Common Shares Stock (each, a “"Certificate”") or non-certificated Company Common Shares represented by book-entry (“Book-Entry Shares”) ----------- shall thereafter cease to have any rights with respect theretoto such shares of NMC Common Stock, except the right to receive (i) the Common Stock Consideration upon surrender of such Certificates as provided herein or Book-Entry Shares in accordance with Section 2.1(c), without interest (subject to any applicable withholding Tax specified in Section 2.2); and (ii) any dividends and other distributions in accordance with Section 2.1(g)by law. (dc) Each Company share of NMC Common Share owned Stock held by Parent or Merger Sub, or owned by any direct or indirect Subsidiary of any such Person, in each case immediately prior to NMC at the Effective TimeTime shall, by virtue of the Merger, cease to be outstanding and shall automatically be canceled and retired and cease to exist as no stock of the Effective Time and no Xenon 2 or other consideration shall be paid delivered in exchange therefor. (ed) Each share of 6.125% Series C Cumulative Redeemable Preferred Stock, par value $0.01 per share, Upon the original issuance of the Company (such shares, collectively, shares of Class B Common Stock by Xenon 2 in connection with the “Company Preferred Stock”Merger, and eachuntil such time as the same is no longer required hereunder or under the applicable requirements of the Securities Act or applicable state securities laws, a “Company Preferred Share”, and the Company Preferred Shares collectively with the Company Common Shares, the “Company Shares”) any certificate issued and outstanding immediately prior to the Effective Time shall be converted into the right to receive the Preferred Stock Consideration and shall be canceled and cease to exist, and each holder of a certificate theretofore representing any Company Preferred Shares or non-certificated Company Preferred Shares represented by book-entry such Class B Common Stock shall cease to have any rights with respect theretobear the following legend: "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, except the right to receive the Preferred Stock Consideration upon surrender of such certificates or book-entry sharesAS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS (A) THEY ARE SO REGISTERED OR (B) AN EXEMPTION FROM REGISTRATION IS AVAILABLE AND THE ISSUER IS FURNISHED WITH AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER TO THAT EFFECT. IN ADDITION, SUCH SHARES MAY ONLY BE TRANSFERRED PURSUANT TO THE PROVISIONS OF A GOVERNANCE AND INVESTOR RIGHTS AGREEMENT, DATED AS OF ________, 1999, AS AMENDED FROM TIME TO TIME AMONG NATIONAL BROADCASTING COMPANY, INC. AND THE ISSUER COPIES OF WHICH ARE ON FILE AT THE PRINCIPAL OFFICE OF THE ISSUER."

Effect on Capital Stock. (a) At the Effective Time, subject to the provisions of this ARTICLE II, each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares of Company Common Stock owned by Parent, Merger Sub, the Company, or any wholly owned Subsidiary of the Company or of Parent) shall, by virtue of the Merger and without any action on the part of Parentthe holder thereof, Merger Sub, be converted into and shall thereafter represent the Company or right to receive the holders Offer Price (together with any cash in lieu of any of the following securities: (a) The limited liability company interests of Merger Sub issued and outstanding immediately prior to the Effective Time, all of which shall be held by Parent, shall remain outstanding as limited liability company interests of the Surviving Entity, all of which shall continue to be held by Parent. (b) Each share of common stock, par value $0.01 per share, of the Company (such shares, collectively, the “Company Common Stock”, and each, a “Company Common Share”) issued and outstanding immediately prior to the Effective Time (other than any fractional shares of Company Parent Common Stock to be canceled paid pursuant to Section 1.6(d2.14(g)) shall be converted into the right to receive an amount of Parent Common Stock equal to the product of one Company Common Share multiplied by the Common Exchange Ratio (which Common Exchange Ratio is subject to adjustment as set forth in Section 1.8) (the “Common Stock Consideration” and together with the Preferred Stock Consideration, the “Merger Consideration”). (cb) All From and after the Effective Time, none of the shares of Company Common Shares (other than Stock converted into the Merger Consideration pursuant to this ARTICLE II shall remain outstanding and such shares of Company Common Shares to Stock shall automatically be canceled pursuant to Section 1.6(d)) shall be canceled cancelled and retired and shall cease to exist, and each holder of a certificate theretofore previously representing any such shares of Company Common Shares Stock or shares of Company Common Stock that are in non-certificated book-entry form (eacheither case being referred to in this Agreement, to the extent applicable, as a “Certificate”) or non-certificated Company Common Shares represented by book-entry (“Book-Entry Shares”) shall thereafter cease to have any rights with respect theretoto such Securities, except the right to receive (i) the Common Stock Consideration upon surrender of consideration to which such Certificates or Book-Entry Shares in accordance with holder may be entitled pursuant to this Section 2.1(c)2.11, without interest (subject to any applicable withholding Tax specified in Section 2.2); and (ii) any dividends and other distributions pursuant to Section 2.14(f) and (iii) any cash to be paid in accordance with lieu of any fractional share of Parent Common Stock pursuant to Section 2.1(g2.14(g). (dc) Each Company Common Share owned by Parent or Merger Sub, or owned by any direct or indirect Subsidiary of any such Person, in each case immediately prior to At the Effective Time, shall automatically all shares of Company Common Stock that are owned by Parent, Merger Sub or the Company (or any wholly owned Subsidiary of the Company or of Parent) shall, by virtue of the Merger and without any action on the part of the holder thereof, be canceled cancelled and retired and shall cease to exist as of the Effective Time and no cash or other consideration shall be paid delivered in exchange therefor. (ed) Each share of 6.125% Series C Cumulative Redeemable Preferred StockAt the Effective Time, par value $0.01 per share, of the Company (such shares, collectively, the “Company Preferred Stock”, and each, a “Company Preferred Share”, and the Company Preferred Shares collectively with the Company Common Shares, the “Company Shares”) each issued and outstanding immediately prior to share of common stock of Merger Sub shall, by virtue of the Effective Time shall Merger and without any action on the part of the holder thereof, be converted into and become one fully paid and nonassessable share of common stock of the right to receive the Preferred Stock Consideration and shall be canceled and cease to exist, and each holder of a certificate theretofore representing any Company Preferred Shares or non-certificated Company Preferred Shares represented by book-entry shall cease to have any rights with respect thereto, except the right to receive the Preferred Stock Consideration upon surrender of such certificates or book-entry sharesSurviving Corporation.

Effect on Capital Stock. At the Effective Time, by virtue as a result ----------------------- of the Merger and without any action on the part of Parent, Merger Sub, the Company or the holders of any shares of capital stock of the following securitiesCompany or Merger Sub: (a) The limited liability company interests of Merger Sub issued and outstanding immediately prior to the Effective Time, all of which shall be held by Parent, shall remain outstanding as limited liability company interests of the Surviving Entity, all of which shall continue to be held by Parent. (b) Consideration. Each share of common stockCommon Stock, par value $0.01 0.10 -------------------- per share, of the Company (such shareseach, a "Share" and, collectively, the “Company Common Stock”, and each, a “Company Common Share”"Shares") ----- ------ issued and outstanding immediately prior to the Effective Time (other than (x) Shares purchased in the Offer or otherwise owned by Parent, Merger Sub or any shares other direct or indirect Subsidiary of Parent (collectively, the "Parent ------ Companies"), (y) Shares that are owned by the Company Common Stock to be canceled or any direct or indirect --------- Subsidiary of the Company and in each case not held on behalf of third parties, or (z) Shares ("Dissenting Shares") that are owned by shareholders ("Dissenting ----------------- ---------- Shareholders") that have properly exercised appraisal rights pursuant to Section 1.6(d------------ Sections 1701.84 et seq. of the OGCL (collectively, "Excluded Shares")) shall be -- --- --------------- converted into the right to receive an amount of Parent Common Stock equal to the product of one Company Common Share multiplied by the Common Exchange Ratio (which Common Exchange Ratio is subject to adjustment as set forth in Section 1.8) (the “Common Stock Consideration” and together with the Preferred Stock Consideration, the “Merger Consideration”). (c) All Company Common Shares (other than Company Common Shares to be canceled pursuant to Section 1.6(d)) shall be canceled and shall cease to existinto, and each holder of a certificate theretofore representing any Company Common Shares (each, a “Certificate”) or non-certificated Company Common Shares represented by book-entry (“Book-Entry Shares”) shall cease to have any rights with respect thereto, except become exchangeable for the right to receive (i) 1.394 (the "Exchange Ratio") fully paid and non-assessable shares of Common Stock Consideration upon surrender of such Certificates or Book-Entry Shares in accordance with Section 2.1(c), without interest (subject to any applicable withholding Tax specified in Section 2.2); and (ii) any dividends and other distributions in accordance with Section 2.1(g). (d) Each Company Common Share owned by Parent or Merger Sub, or owned by any direct or indirect Subsidiary of any such Person, in each case immediately prior to the Effective Time, shall automatically be canceled and retired and cease to exist as of the Effective Time and no consideration shall be paid in exchange therefor. (e) Each share of 6.125% Series C Cumulative Redeemable Preferred Stock, $.01 par -------------- value $0.01 per share, of Parent (the Company "Parent Common Stock"); provided, however, that ------------------- -------- ------- if the aggregate number of Shares accepted for payment and paid for pursuant to the Offer and purchased from WMX pursuant to the Repurchase Agreement is less than 19,168,381 Shares (such sharesthe "Cash Share Number") (the number of Shares so paid ----------------- for and purchased being referred to herein as the "Purchased Share Number"), collectively---------------------- then the Exchange Ratio shall be adjusted (the "Adjusted Exchange Ratio") and ----------------------- shall be equal to the product obtained by multiplying the Exchange Ratio by a fraction, (A) the “Company Preferred Stock”, and each, a “Company Preferred Share”, and numerator of which is equal to (x) the Company Preferred number of Shares collectively with the Company Common Shares, the “Company Shares”) issued and outstanding immediately prior to the Effective Time (excluding Excluded Shares other than Dissenting Shares) (the "Final Outstanding Number") plus (y) ------------------------ the Purchased Share Number minus (z) the Cash Share Number and (B) the denominator of which is the Final Outstanding Number and (ii) if the Exchange Ratio has been adjusted pursuant to the immediately preceding proviso, an amount in cash equal to a fraction, (A) the numerator of which is the product of $11.50 and the amount by which the Cash Share Number exceeds the Purchased Share Number and (B) the denominator of which is the Final Outstanding Number. The consideration referred to in clauses (i) and (ii) of this Section 4.1(a) is hereafter referred to collectively as the "Merger Consideration." At the -------------------- Effective Time, all Shares shall no longer be outstanding and shall be converted into cancelled and retired and shall cease to exist (in the case of Excluded Shares other than Dissenting Shares, without the payment of any consideration therefor), and each certificate (a "Certificate") formerly representing any of such Shares, other ----------- than Excluded Shares, shall thereafter represent only the right to receive the Preferred Stock Merger Consideration and shall be canceled and cease to existthe right, and each holder of a certificate theretofore representing any Company Preferred Shares or non-certificated Company Preferred Shares represented by book-entry shall cease to have any rights with respect theretoif any, except the right to receive the Preferred Stock Consideration upon surrender cash in lieu of such certificates fractional shares pursuant to Section 4.2(e) and any distribution or book-entry sharesdividends pursuant to Section 4.2(c).

Effect on Capital Stock. (a) At the Effective Time, subject to the other provisions of Articles I and II, each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares of Company Common Stock to be canceled pursuant to Section 1.4(d) and any shares of Company Common Stock covered under Section 1.5) shall, by virtue of the Merger and without any action on the part of Parentthe holder thereof, Merger Sub, the Company or the holders of any of the following securities: (a) The limited liability company interests of Merger Sub issued and outstanding immediately prior to the Effective Time, all of which shall be held by Parent, shall remain outstanding as limited liability company interests of the Surviving Entity, all of which shall continue to be held by Parent. (b) Each share of common stock, par value $0.01 per share, of the Company (such shares, collectively, the “Company Common Stock”, and each, a “Company Common Share”) issued and outstanding immediately prior to the Effective Time (other than any shares of Company Common Stock to be canceled pursuant to Section 1.6(d)) shall be converted into and shall thereafter represent the right to receive an amount 1.025 (the “Exchange Ratio”) share of validly issued, fully paid and non-assessable shares of Parent Common Stock equal to the product of one Company Common Share multiplied by the Common Exchange Ratio (which Common Exchange Ratio is subject to adjustment as set forth in Section 1.8) (the “Common Stock Consideration” and together with the Preferred Stock Consideration, the “Merger Consideration”). (cb) All From and after the Effective Time, all of the shares of Company Common Shares (other than Company Common Shares Stock converted into the right to be canceled receive the Merger Consideration pursuant to Section 1.6(d)) this Article I shall no longer be canceled outstanding and shall automatically be cancelled and retired and shall cease to exist, and each holder of (x) a certificate theretofore representing any Company Common Shares (each, each a “Certificate”) or (y) non-certificated Company Common Shares shares represented by book-entry (“Book-Entry Shares”) previously representing any such shares of Company Common Stock shall thereafter cease to have any rights with respect thereto, except the right to receive (i) the Common Stock Consideration upon surrender of such Certificates Merger Consideration, (ii) any dividends or Book-Entry Shares other distributions with a record date prior to the Effective Time which have been declared by the Company in accordance with Section 2.1(c)this Agreement and which remain unpaid at the Effective Time, without interest (subject to any applicable withholding Tax specified in Section 2.2); and (ii) any dividends and other distributions in accordance with Section 2.1(g2.1(f), and (iii) any cash to be paid in lieu of any fractional share of Parent Common Stock in accordance with Section 2.2. (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 Parent 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 Merger Consideration, 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; provided that (i) nothing in this Section 1.4 shall be construed to permit the Company or Parent 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 Exchange Ratio. (d) Each At the Effective Time, all shares of Company Common Share Stock that are owned directly by Parent Parent, Merger Subsidiary or the Company shall, by virtue of the Merger Sub, and without any action on the part of the holder thereof or owned by any of their respective direct or indirect wholly-owned Subsidiaries, be cancelled and retired and shall cease to exist and no stock of Parent, cash or other consideration shall be delivered in exchange therefor. For the avoidance of doubt, this Section 1.4(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 pursuant to a Company Benefit Plan (as such term is defined in Section 3.15). (e) At the Effective Time, each issued and outstanding share of common stock, par value $0.01 per share, of Merger Subsidiary of any such Person, in each case issued and outstanding immediately prior to the Effective Time, Time shall automatically be canceled remain outstanding as one fully paid and retired and cease to exist as of the Effective Time and no consideration shall be paid in exchange therefor. (e) Each nonassessable share of 6.125% Series C Cumulative Redeemable Preferred Stockcommon stock, par value $0.01 per share, of the Company (such shares, collectively, the “Company Preferred Stock”, and each, a “Company Preferred Share”, and the Company Preferred Shares collectively with the Company Common Shares, the “Company Shares”) issued and outstanding immediately prior to the Effective Time shall be converted into the right to receive the Preferred Stock Consideration and shall be canceled and cease to exist, and each holder of a certificate theretofore representing any Company Preferred Shares or non-certificated Company Preferred Shares represented by book-entry shall cease to have any rights with respect thereto, except the right to receive the Preferred Stock Consideration upon surrender of such certificates or book-entry sharesSurviving Corporation.

Effect on Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company or the holders of any of the following securities: (a) The limited liability company interests Each share of common stock of Merger Sub issued and outstanding immediately prior to the Effective Time, all of which Time shall be held by Parentconverted into and become one validly issued, shall remain outstanding as limited liability company interests fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Entity, all of which shall continue to be held by ParentCorporation. (b) Each share of (i) common stock, par value $0.01 per share, of the Company (such shares, collectively, the “Company Common Stock”, and each, a “Company Common Share”) and (ii) Class B Common Stock, par value $0.01 per share, of the Company (the “Class B Stock”, and each, a “Class B Share”, and the Class B Shares collectively with the Common Shares, the “Company Shares”), in each case issued and outstanding immediately prior to the Effective Time (other than any shares of Company Common Stock or Class B Stock to be canceled pursuant to Section 1.6(d1.6(c) and any Dissenting Shares)) , shall be converted into the right to receive an amount per Company Share (subject to any applicable withholding Tax specified in Section 2.2) equal to an amount of Parent Common Stock equal to the product of one Company Common Share multiplied by and the Common Exchange Ratio (which Common Exchange Ratio is subject to adjustment as set forth herein) and any cash paid in lieu of fractional shares in accordance with Section 1.82.1(d) (the “Common Stock Consideration” and together with the Preferred Stock Considerationcollectively, the “Merger Consideration”). (c) All . At the Effective Time, each Company Common Shares (other than Company Common Shares Share converted into the right to be canceled receive the Merger Consideration pursuant to Section 1.6(d)) this Article I shall automatically be canceled cancelled and shall cease to exist, exist and each holder of a certificate theretofore representing any such Company Common Shares (each, a “Certificate”) or non-certificated Company Common Shares represented by book-entry (“Book-Entry Shares”) shall cease to have any rights with respect thereto, except the right to receive (i) the Common Stock Merger Consideration upon surrender of such Certificates or Book-Entry Shares in accordance with Section 2.1(c), without interest (subject to any applicable withholding Tax specified in Section 2.2); and (ii) any dividends and other distributions in accordance with Section 2.1(g)1.8. (dc) Each Company Common Share held in the treasury of the Company, if any, or otherwise owned by Parent or Merger Sub, or owned by any direct or indirect Subsidiary of any such PersonPerson (other than Company Shares held in an investment portfolio), in each case immediately prior to the Effective Time, shall automatically be canceled and retired and cease to exist as of the Effective Time without any conversion thereof and no consideration shall be paid in exchange therefor. (e) Each share of 6.125% Series C Cumulative Redeemable Preferred Stock, par value $0.01 per share, of the Company (such shares, collectively, the “Company Preferred Stock”, and each, a “Company Preferred Share”, and the Company Preferred Shares collectively with the Company Common Shares, the “Company Shares”) issued and outstanding immediately prior to the Effective Time shall be converted into the right to receive the Preferred Stock Consideration and shall be canceled and cease to exist, and each holder of a certificate theretofore representing any Company Preferred Shares or non-certificated Company Preferred Shares represented by book-entry shall cease to have any rights with respect thereto, except the right to receive the Preferred Stock Consideration upon surrender of such certificates or book-entry shares.

Effect on Capital Stock. (b) At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company or the holders of any of the following securities: (a) The limited liability company interests of Merger Sub issued and outstanding immediately prior subject to the Effective Timeprovisions of this Article I and Article II, all of which shall be held by Parent, shall remain outstanding as limited liability company interests of the Surviving Entity, all of which shall continue to be held by Parent. (b) Each each share of common stock, par value $0.01 per share, of the Company (such shares, collectively, the “Company New JPI Common Stock”, and each, a “Company Common Share”) Stock issued and outstanding immediately prior to the Effective Time (other than any shares of Company New JPI Common Stock to be canceled pursuant to Section 1.6(d)owned by New JPI and other than Dissenting New JPI Shares) shall shall, by virtue of this Agreement and without any action on the part of the holder thereof, be converted into and shall thereafter represent the right to receive an amount its pro rata portion based on the total number of Parent shares of New JPI Common Stock equal to the product of one Company Common Share multiplied by the Common Exchange Ratio (which Common Exchange Ratio is subject to adjustment as set forth in Section 1.8) (the “Common Stock Consideration” and together with the Preferred Stock Consideration, the “Merger Consideration”). (c) All Company Common Shares (other than Company Common Shares to be canceled pursuant to Section 1.6(d)) shall be canceled and shall cease to exist, and each holder of outstanding on a certificate theretofore representing any Company Common Shares (each, a “Certificate”) or nonfully-certificated Company Common Shares represented by book-entry (“Book-Entry Shares”) shall cease to have any rights with respect thereto, except the right to receive (i) the Common Stock Consideration upon surrender of such Certificates or Book-Entry Shares in accordance with Section 2.1(c), without interest (subject to any applicable withholding Tax specified in Section 2.2); and (ii) any dividends and other distributions in accordance with Section 2.1(g). (d) Each Company Common Share owned by Parent or Merger Sub, or owned by any direct or indirect Subsidiary of any such Person, in each case immediately prior to the Effective Time, shall automatically be canceled and retired and cease to exist as of the Effective Time and no consideration shall be paid in exchange therefor. (e) Each share of 6.125% Series C Cumulative Redeemable Preferred Stock, par value $0.01 per share, of the Company (such shares, collectively, the “Company Preferred Stock”, and each, a “Company Preferred Share”, and the Company Preferred Shares collectively with the Company Common Shares, the “Company Shares”) issued and outstanding diluted basis immediately prior to the Effective Time shall following the consummation of the F-Reorganization (subject to adjustment to account for the Reduced Value Transferred Shares) (the “Merger Consideration”) of the following aggregate consideration (the “Aggregate Merger Consideration”): (i) Subject to adjustment in accordance with this Section 1.7(b), the number of shares of CME Class A Common Stock that would be payable with respect to the Transferred Shares if such shares were converted into the right merger consideration provided for in the GFI Merger Agreement as Stock Election Shares; provided that with respect to the Reduced Value Transferred Shares, such number shall be calculated on the basis of a Per Share Cash Consideration amount under the GFI Merger Agreement of $5.25. (ii) Notwithstanding the foregoing, if the Elected Cash Consideration under the GFI Merger Agreement is less than the Available Cash Consideration under the GFI Merger Agreement (the difference being the “GFI Merger Remaining Cash”), then the Aggregate Merger Consideration shall be as follows: (1) the amount of cash (without interest) that would be payable with respect to the Transferred Shares if such shares were converted into the Per Share Cash Consideration provided for in the GFI Merger Agreement (provided that with respect to the Reduced Value Transferred Shares, such amount shall be calculated on the basis of a Per Share Cash Consideration amount under the GFI Merger Agreement of $5.25) up to an aggregate amount not to exceed the GFI Merger Remaining Cash (such Transferred Shares deemed so treated, the “Cash Transferred Shares” and the Transferred Shares minus the Cash Transferred Shares, the “Stock Transferred Shares”); provided that in no event will the cash Aggregate Merger Consideration payable pursuant to this Section 1.7(b)(ii)(1) exceed 16.5% of the Aggregate Merger Consideration payable hereunder; and (2) the number of shares of CME Class A Common Stock that would be payable with respect to the Stock Transferred Shares if such shares were converted into the Per Share Stock Consideration provided for in the GFI Merger Agreement; provided that with respect to the Reduced Value Transferred Shares, such number shall be calculated on the basis of a Per Share Cash Consideration amount under the GFI Merger Agreement of $5.25. Notwithstanding anything to the contrary contained in this Agreement, in no event will the aggregate number of shares of CME Class A Common Stock issuable in the Transactions exceed 19.9% of the number of shares of CME Class A Common Stock outstanding on the trading day immediately before January 15, 2015 (as appropriately adjusted for any reclassification, recapitalization, stock split or combination, exchange or readjustment of shares, or any stock dividend thereon with a record date during the period between such trading day and the Effective Time). Notwithstanding anything to the contrary contained in this Agreement, in no event will the Aggregate Merger Consideration payable hereunder exceed the amount of the aggregate merger consideration that would be payable with respect to the Transferred Shares if such shares were converted into the merger consideration provided for in the GFI Merger Agreement; provided that with respect to the Reduced Value Transferred Shares, such amount shall be calculated on the basis of a Per Share Cash Consideration amount under the GFI Merger Agreement of $5.25. Notwithstanding anything to the contrary herein, the Aggregate Merger Consideration shall not be payable hereunder until after consummation of the initial GFI Merger. With respect to the payment of the Merger Consideration hereunder, CME’s sole obligation under this Agreement is to pay the Aggregate Merger Consideration to the Exchange Agent in accordance with the provisions of Section 2.1 (Surrender and Payment). None of CME, the Surviving Corporation, the Surviving Company or any of their respective affiliates shall have any liabilities or obligations with respect to the actual per share amount of the Merger Consideration paid to any Person entitled to receive the Preferred Stock Consideration and Merger Consideration, which subject to the terms of this Agreement, shall be canceled and cease determined solely by written instructions delivered by JPI to exist, and each holder of a certificate theretofore representing any Company Preferred Shares or non-certificated Company Preferred Shares represented by book-entry shall cease to have any rights with respect thereto, except the right to receive the Preferred Stock Consideration upon surrender of such certificates or book-entry sharesExchange Agent.

Effect on Capital Stock. At the Effective Time, by virtue as a result of the Merger and without any action on the part of Parent, Merger Sub, the holder of any capital stock of the Company or on the holders of any part of the following securitiessole stockholder of Merger Sub: (a) The limited liability company interests of Merger Sub issued and outstanding immediately prior to the Effective Time, all of which shall be held by Parent, shall remain outstanding as limited liability company interests of the Surviving Entity, all of which shall continue to be held by Parent. (b) Each share of the common stock, par value $0.01 per share, of the Company (such shares, collectively, the “Company Common Stock”, and each, each a “Company Common Share”) issued and outstanding immediately prior to the Effective Time (other than any shares of Company Common Stock to be canceled pursuant to Section 1.6(d)) shall be converted into the right to receive an amount of Parent Common Stock equal to the product of one Company Common Share multiplied by the Common Exchange Ratio (which Common Exchange Ratio is subject to adjustment as set forth in Section 1.8) (the “Common Stock Consideration,” and together with the Preferred Stock Consideration, the “Merger Consideration”). (c) All Company Common Shares (other than Company Common Shares to be canceled pursuant to Section 1.6(d)) shall be canceled and shall cease to exist, and each holder of a certificate theretofore representing any Company Common Shares (each, a “Certificate”) or non-certificated Company Common Shares represented by book-entry (“Book-Entry Shares”) shall cease to have any rights with respect thereto, except the right to receive (i) the Common Stock Consideration upon surrender of such Certificates or Book-Entry Shares in accordance with Section 2.1(c), without interest (subject to any applicable withholding Tax specified in Section 2.2); and (ii) any dividends and other distributions in accordance with Section 2.1(g). (d) Each Company Common Share owned by Parent or Merger Sub, or owned by any direct or indirect Subsidiary of any such Person, in each case immediately prior to the Effective Time, shall automatically be canceled and retired and cease to exist as of the Effective Time and no consideration shall be paid in exchange therefor. (e) Each share of 6.125% Series C Cumulative Redeemable Preferred Stock, par value $0.01 per share, of the Company (such shares, collectively, the “Company Preferred Stock”, and each, a “Company Preferred Share”, and the Company Preferred Shares collectively with the Company Common Shares, the “Company Shares”) issued and outstanding immediately prior to the Effective Time (other than Company Restricted Shares, Company Shares owned by Parent or Merger Sub and Company Shares owned by the Company, and in each case, not held on behalf of third parties (each an “Excluded Company Share” and collectively, “Excluded Company Shares”)) shall be converted into into, and become exchangeable for, 0.400 (the right “Exchange Ratio”) of a fully paid and nonassessable share (with respect to receive each Company Share, other than Excluded Company Shares, the Preferred Stock Consideration “Per Share Merger Consideration,” and with respect to all of the issued and outstanding Company Shares, other than Excluded Company Shares, the “Merger Consideration”) of common stock, par value $0.125 per share, of Parent (each, a “Parent Share” and collectively, the “Parent Shares”). At the Effective Time, all of the Company Shares (other than Excluded Company Shares) shall cease to be outstanding, shall automatically be cancelled and shall be canceled and cease to exist, and each holder of certificate (a certificate theretofore “Certificate”) formerly representing any of the Company Preferred Shares or Shares, and each non-certificated Company Preferred Shares Share represented by book-book entry (each, a “Book Entry Company Share”) (other than in each case those representing Excluded Company Shares), shall thereafter represent only the right to receive, without interest, the Per Share Merger Consideration and the right, if any, to receive (i) pursuant to Section 4.2(f) cash in lieu of fractional shares into which such Company Shares have been converted pursuant to this Section 4.1(a) and (ii) any distribution or dividend pursuant to Section 4.2(d). (b) Each Company Share that is an Excluded Company Share shall be cancelled and shall cease to have any rights exist, with respect theretono consideration paid in exchange therefor (other than Company Restricted Shares, except which are subject to Section 4.5(d)). (c) At the right Effective Time, each share of common stock, par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to receive the Preferred Stock Consideration upon surrender Effective Time shall be converted into one share of such certificates or book-entry sharescommon stock, par value $0.01 per share, of the Surviving Corporation.

Effect on Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of the Company, Parent, Merger Sub, the any Company Common Shareholder or the holders holder of any shares of the following securitiescommon stock of Merger Sub: (a) The limited liability company interests of Merger Sub issued and outstanding immediately prior to the Effective Time, all of which shall be held by Parent, shall remain outstanding as limited liability company interests of the Surviving Entity, all of which shall continue to be held by Parent. (b) Each each share of common stock, par value $0.01 per share, of the Company (such shares, collectively, the “Company Common Stock”, and each, a “Company Common Share”) Stock issued and outstanding immediately prior to the Effective Time (other than any shares of Specified Company Common Stock to be canceled pursuant to Section 1.6(d)Shares) shall be canceled and automatically converted into the right to receive an amount the Per Share Merger Consideration, in the following manner: first, each share of Parent Company Common Stock issued and outstanding immediately prior to the Effective Time (other than any Specified Company Shares) shall be automatically converted into one (1) Surviving Corporation Share and to effect such conversion the Surviving Corporation shall deliver to the Exchange Agent, solely in the name and on behalf of and for the account and benefit of the former Company Common Shareholders (other than the holders of Specified Company Shares), a number of Surviving Corporation Shares equal to the product total number of one shares of Company Common Share multiplied Stock outstanding immediately prior to the Effective Time (reduced by the Common Exchange Ratio (which Common Exchange Ratio is subject number of Specified Company Shares), and second, each such Surviving Corporation Share shall be automatically exchanged for the right to adjustment as receive the Per Share Merger Consideration, in accordance with the procedures set forth in Section 1.8) (3.3. As of the “Effective Time, all such shares of Company Common Stock Consideration” shall no longer be outstanding and together with the Preferred Stock Consideration, the “Merger Consideration”). (c) All Company Common Shares (other than Company Common Shares to shall automatically be canceled pursuant to Section 1.6(d)) shall be canceled and retired and shall cease to exist, and each holder of a certificate theretofore representing any Company Common Shares (each, a “Certificate”) or non-certificated Company Common Shares represented by book-entry (“Book-Entry Shares”) shall cease to have any rights with respect thereto, except thereafter represent only the right to receive the Per Share Merger Consideration in the manner contemplated by Section 3.3; (b) each share of Company Common Stock that is owned by (i) the Common Stock Consideration upon surrender of such Certificates Company or Book-Entry Shares in accordance with Section 2.1(c)its Subsidiaries, without interest (subject to any applicable withholding Tax specified in Section 2.2); and or (ii) any dividends and other distributions in accordance with Section 2.1(g). (d) Each Company Common Share owned by Parent Parent, Merger Sub or Merger Sub, or owned by any direct or indirect Subsidiary of any such Person, in each case immediately prior to the Effective Timetheir respective Subsidiaries, shall automatically be canceled and retired and shall cease to exist as of the Effective Time exist, and no consideration shall be paid delivered in exchange therefor.; (ec) Each each share of 6.125% Series C Cumulative Redeemable Preferred Stock, par value $0.01 per share, common stock of the Company (such shares, collectively, the “Company Preferred Stock”, and each, a “Company Preferred Share”, and the Company Preferred Shares collectively with the Company Common Shares, the “Company Shares”) issued and Merger Sub outstanding immediately prior to the Effective Time shall be converted into and become one Surviving Corporation Share; and (d) notwithstanding the right to receive foregoing, if, between the Preferred Stock date of this Agreement and the Effective Time, the outstanding Parent Shares shall have changed into a different number of shares or a different class by reason of any stock dividend or distribution, subdivision, reclassification, recapitalization, stock split, reverse stock split, stock consolidation, combination, exchange of shares or other similar change or event then, the Merger Consideration and the Per Share Merger Consideration shall be canceled and cease correspondingly adjusted to existreflect such stock dividend or distribution, and each holder subdivision, reclassification, recapitalization, stock split, reverse stock split, stock consolidation, combination, exchange of a certificate theretofore representing any Company Preferred Shares shares or non-certificated Company Preferred Shares represented by book-entry shall cease to have any rights with respect thereto, except the right to receive the Preferred Stock Consideration upon surrender of such certificates other similar change or book-entry sharesevent.

Effect on Capital Stock. At the Effective Time, by virtue as a result of the Merger and without any action on the part of the Company, Merger Subsidiary, Parent or any holder of any shares of the capital stock of the Company, Merger Subsidiary or Parent, Merger Sub, the Company or the holders of any of the following securitiesshall occur: (a) The limited liability company interests of Merger Sub issued and outstanding immediately prior to the Effective Time, all of which shall be held by Parent, shall remain outstanding as limited liability company interests of the Surviving Entity, all of which shall continue to be held by Parent. (b) Each share of common stock, par value $0.01 per share, of the Company (such shares, collectively, the “Company Common Stock”, and Stock (each, a “Company Common Share”) issued and outstanding immediately prior to the Effective Time (other than any shares of Company Common Stock to be canceled pursuant to Section 1.6(d)) shall be converted into the right to receive an amount of Parent Common Stock equal to the product of one Company Common Share multiplied by the Common Exchange Ratio (which Common Exchange Ratio is subject to adjustment as set forth in Section 1.8) (the “Common Stock Consideration” and together with the Preferred Stock Consideration, the “Merger Consideration”). (c) All Company Common Shares (other than Company Common Shares to be canceled pursuant to Section 1.6(d)) shall be canceled and shall cease to exist, and each holder of a certificate theretofore representing any Company Common Shares (each, a “Certificate”) or non-certificated Company Common Shares represented by book-entry (“Book-Entry Shares”) shall cease to have any rights with respect thereto, except the right to receive (i) the Common Stock Consideration upon surrender of such Certificates or Book-Entry Shares in accordance with Section 2.1(c), without interest (subject to any applicable withholding Tax specified in Section 2.2); and (ii) any dividends and other distributions in accordance with Section 2.1(g). (d) Each Company Common Share owned by Parent or Merger Sub, or owned by any direct or indirect Subsidiary of any such Person, in each case immediately prior to the Effective Time, shall automatically be canceled and retired and cease to exist as of the Effective Time and no consideration shall be paid in exchange therefor. (e) Each share of 6.125% Series C Cumulative Redeemable Preferred Stock, par value $0.01 per share, of the Company (such shares, collectively, the “Company Preferred Stock”, and each, a “Company Preferred Share”, and the Company Preferred Shares collectively with the Company Common Sharestogether, the “Company Shares”) issued and outstanding immediately prior to the Effective Time (other than shares of Company Common Stock that are owned by Parent or by the Company or any direct or indirect wholly-owned Subsidiary of the Company and in each case not held on behalf of Third Parties (each an “Excluded Company Share”, and collectively, the “Excluded Company Shares”) shall be converted into and shall become exchangeable for that number of shares of common stock, par value $.001 per share, of Parent (“Parent Common Stock”) as shall be equal to (i) (A) $7,000,000, (B) minus the Net Liquid Assets Deficiency, if any, or plus the Net Liquid Asset Surplus, if any, divided by (ii) $2.69, divided by (iii) the aggregate number of shares of common stock of the Company issued and outstanding on the Closing Date (the “Exchange Ratio”) (the “Merger Consideration”). At the Effective Time, all Company Shares shall no longer be outstanding, shall be cancelled and retired and shall cease to exist, and (i) each certificate (a “Certificate”) formerly representing any of such Company Shares (other than Excluded Company Shares) and (ii) each uncertificated Company Share (an “Uncertificated Company Share”) registered to a holder on the stock transfer books of the Company (other than Excluded Company Shares), shall thereafter represent only the right to receive the Preferred Stock Merger Consideration and the right, if any, to receive pursuant to Section 3.02(g) cash in lieu of fractional shares otherwise receivable pursuant to this Section 3.01(a) and any distributions or dividends pursuant to Section 3.02(f), in each case without interest. (b) Each Excluded Company Share shall, by virtue of the Merger and without any action on the part of the holder thereof, cease to be outstanding, shall be canceled cancelled and retired without payment of any consideration therefor and shall cease to exist. (c) Each share of common stock, par value $0.001 per share, of the Merger Subsidiary outstanding immediately prior to the Effective Time, each of which is owned by the Parent, shall remain outstanding and each holder held by the Parent and shall constitute all of a certificate theretofore representing any Company Preferred Shares or non-certificated Company Preferred Shares represented by book-entry shall cease to have any rights with respect thereto, except the right to receive issued and outstanding shares of stock of the Preferred Stock Consideration upon surrender of such certificates or book-entry sharesSurviving Corporation.

Effect on Capital Stock. At As of the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company or the holders holder of any shares of the following securitiesCigna Common Stock: (a) The limited liability company interests All shares of Cigna Common Stock that are held directly by Cigna as treasury stock (the “Cigna Treasury Shares”) or beneficially owned by Anthem or a Subsidiary of Cigna or Anthem (including Merger Sub issued and outstanding immediately prior to the Effective Time, all of which Sub) shall be held by Parentcanceled and shall cease to exist and no cash, Anthem Common Stock or other consideration shall remain outstanding as limited liability company interests of the Surviving Entity, all of which shall continue to be held by Parentdelivered in exchange therefor. (b) Each share of common stock, par value $0.01 per share, of the Company (such shares, collectively, the “Company Cigna Common Stock”, and each, a “Company Common Share”) Stock issued and outstanding immediately prior to the Effective Time (other than any (i) Cigna Treasury Shares, (ii) shares of Company Cigna Common Stock beneficially owned by Anthem or a Subsidiary of Cigna or Anthem (including Merger Sub), (iii) Dissenting Shares and (iv) shares of Cigna Common Stock subject to be canceled pursuant to Section 1.6(d)Cigna Restricted Stock Awards) shall be converted at the Effective Time into the right to receive an amount of Parent Common Stock equal to the product of one Company Common Share multiplied by the Common Exchange Ratio (which Common Exchange Ratio is subject to adjustment as set forth x) $103.40 in Section 1.8) cash, without interest (the “Cash Consideration”), and (y) 0.5152 of a share of Anthem Common Stock (the “Stock Consideration” and and, together with the Preferred Stock Cash Consideration, the “Merger Consideration”). (c) All Company . Upon such conversion, all such shares of Cigna Common Shares (other than Company Common Shares to Stock shall no longer be canceled pursuant to Section 1.6(d)) outstanding and shall automatically be canceled and shall cease to exist, and each holder of (1) a certificate theretofore representing that immediately prior to the Effective Time represented any Company such shares of Cigna Common Shares Stock (each, a “Cigna Certificate”) or non-certificated Company (2) shares of Cigna Common Shares represented by Stock held in book-entry form (“Book-Entry Shares”) shall shall, in each case, cease to have any rights with respect thereto, except for the rights to receive the Merger Consideration, cash in lieu of any fractional shares in accordance with Section 2.5 and any dividends or other distributions pursuant to Section 2.3, in each case upon the surrender of a Cigna Certificate or Book-Entry Share in accordance with the terms hereof. Any Dissenting Shares shall thereafter represent only the right to receive (i) the Common Stock Consideration upon surrender of such Certificates or Book-Entry Shares in accordance with Section 2.1(c), without interest (subject to any applicable withholding Tax specified payments set forth in Section 2.2); and (ii) any dividends and other distributions in accordance with Section 2.1(g)1.9. (d) Each Company Common Share owned by Parent or Merger Sub, or owned by any direct or indirect Subsidiary of any such Person, in each case immediately prior to the Effective Time, shall automatically be canceled and retired and cease to exist as of the Effective Time and no consideration shall be paid in exchange therefor. (ec) Each share of 6.125% Series C Cumulative Redeemable Preferred Stockcommon stock, par value $0.01 per share0.01, of the Company (such shares, collectively, the “Company Preferred Stock”, and each, a “Company Preferred Share”, and the Company Preferred Shares collectively with the Company Common Shares, the “Company Shares”) issued and Merger Sub outstanding immediately prior to the Effective Time shall be converted into and become one share of common stock, par value $0.01, of the right to receive the Preferred Stock Consideration and shall be canceled and cease to exist, and each holder of a certificate theretofore representing any Company Preferred Shares or non-certificated Company Preferred Shares represented by book-entry shall cease to have any rights with respect thereto, except the right to receive the Preferred Stock Consideration upon surrender of such certificates or book-entry sharesInitial Surviving Corporation.

Effect on Capital Stock. (b) At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company or the holders of any of the following securities: (a) The limited liability company interests of Merger Sub issued and outstanding immediately prior subject to the Effective Timeprovisions of this Article I and Article II, all of which shall be held by Parent, shall remain outstanding as limited liability company interests of the Surviving Entity, all of which shall continue to be held by Parent. (b) Each each share of common stock, par value $0.01 per share, of the Company (such shares, collectively, the “Company New JPI Common Stock”, and each, a “Company Common Share”) Stock issued and outstanding immediately prior to the Effective Time (other than any shares of Company New JPI Common Stock to be canceled pursuant to Section 1.6(d)owned by New JPI and other than Dissenting New JPI Shares) shall shall, by virtue of this Agreement and without any action on the part of the holder thereof, be converted into and shall thereafter represent the right to receive an amount its pro rata portion based on the total number of Parent shares of New JPI Common Stock equal to the product of one Company Common Share multiplied by the Common Exchange Ratio (which Common Exchange Ratio is subject to adjustment as set forth in Section 1.8) (the “Common Stock Consideration” and together with the Preferred Stock Consideration, the “Merger Consideration”). (c) All Company Common Shares (other than Company Common Shares to be canceled pursuant to Section 1.6(d)) shall be canceled and shall cease to exist, and each holder of outstanding on a certificate theretofore representing any Company Common Shares (each, a “Certificate”) or nonfully-certificated Company Common Shares represented by book-entry (“Book-Entry Shares”) shall cease to have any rights with respect thereto, except the right to receive (i) the Common Stock Consideration upon surrender of such Certificates or Book-Entry Shares in accordance with Section 2.1(c), without interest (subject to any applicable withholding Tax specified in Section 2.2); and (ii) any dividends and other distributions in accordance with Section 2.1(g). (d) Each Company Common Share owned by Parent or Merger Sub, or owned by any direct or indirect Subsidiary of any such Person, in each case immediately prior to the Effective Time, shall automatically be canceled and retired and cease to exist as of the Effective Time and no consideration shall be paid in exchange therefor. (e) Each share of 6.125% Series C Cumulative Redeemable Preferred Stock, par value $0.01 per share, of the Company (such shares, collectively, the “Company Preferred Stock”, and each, a “Company Preferred Share”, and the Company Preferred Shares collectively with the Company Common Shares, the “Company Shares”) issued and outstanding diluted basis immediately prior to the Effective Time shall following the consummation of the F-Reorganization (subject to adjustment to account for the $4.4380 Value Transferred Shares and the $5.4571 Value Transferred Shares) (the “Merger Consideration”) of the following aggregate consideration (the “Aggregate Merger Consideration”): (i) Subject to adjustment in accordance with this Section 1.7(b), the number of shares of CME Class A Common Stock that would be payable with respect to the Transferred Shares if such shares were converted into the right merger consideration provided for in the GFI Merger Agreement as Stock Election Shares; provided that with respect to (i) the $4.4380 Value Transferred Shares, such number shall be calculated on the basis of a Per Share Cash Consideration amount under the GFI Merger Agreement of $4.4380 and (ii) the $5.4571 Value Transferred Shares, such number shall be calculated on the basis of a Per Share Cash Consideration amount under the GFI Merger Agreement of $5.4571. (ii) Notwithstanding the foregoing, if the Elected Cash Consideration under the GFI Merger Agreement is less than the Available Cash Consideration under the GFI Merger Agreement (the difference being the “GFI Merger Remaining Cash”), then the Aggregate Merger Consideration shall be as follows: (1) the amount of cash (without interest) that would be payable with respect to the Transferred Shares if such shares were converted into the Per Share Cash Consideration provided for in the GFI Merger Agreement (provided that with respect to (i) the $4.4380 Value Transferred Shares, such amount shall be calculated on the basis of a Per Share Cash Consideration amount under the GFI Merger Agreement of $4.4380 and (ii) the $5.4571 Value Transferred Shares, such amount shall be calculated on the basis of a Per Share Cash Consideration amount under the GFI Merger Agreement of $5.4571) up to an aggregate amount not to exceed the GFI Merger Remaining Cash (such Transferred Shares deemed so treated, the “Cash Transferred Shares” and the Transferred Shares minus the Cash Transferred Shares, the “Stock Transferred Shares”); provided that in no event will the cash Aggregate Merger Consideration payable pursuant to this Section 1.7(b)(ii)(1) exceed 16.5% of the Aggregate Merger Consideration payable hereunder; and (2) the number of shares of CME Class A Common Stock that would be payable with respect to the Stock Transferred Shares if such shares were converted into the Per Share Stock Consideration provided for in the GFI Merger Agreement; provided that with respect to (i) the $4.4380 Value Transferred Shares, such number shall be calculated on the basis of a Per Share Cash Consideration amount under the GFI Merger Agreement of $4.4380 and (ii) the $5.4571 Value Transferred Shares, such number shall be calculated on the basis of a Per Share Cash Consideration amount under the GFI Merger Agreement of $5.4571. Notwithstanding anything to the contrary contained in this Agreement, in no event will the aggregate number of shares of CME Class A Common Stock issuable in the Transactions exceed 19.9% of the number of shares of CME Class A Common Stock outstanding on the trading day immediately before January 22, 2015 (as appropriately adjusted for any reclassification, recapitalization, stock split or combination, exchange or readjustment of shares, or any stock dividend thereon with a record date during the period between such trading day and the Effective Time). Notwithstanding anything to the contrary contained in this Agreement, in no event will the Aggregate Merger Consideration payable hereunder exceed the amount of the aggregate merger consideration that would be payable with respect to the Transferred Shares if such shares were converted into the merger consideration provided for in the GFI Merger Agreement; provided that with respect to (i) the $4.4380 Value Transferred Shares, such amount shall be calculated on the basis of a Per Share Cash Consideration amount under the GFI Merger Agreement of $4.4380 and (ii) the $5.4571 Value Transferred Shares, such amount shall be calculated on the basis of a Per Share Cash Consideration amount under the GFI Merger Agreement of $5.4571. Notwithstanding anything to the contrary herein, the Aggregate Merger Consideration shall not be payable hereunder until after consummation of the initial GFI Merger. With respect to the payment of the Merger Consideration hereunder, CME’s sole obligation under this Agreement is to pay the Aggregate Merger Consideration to the Exchange Agent in accordance with the provisions of Section 2.1 (Surrender and Payment). None of CME, the Surviving Corporation, the Surviving Company or any of their respective affiliates shall have any liabilities or obligations with respect to the actual per share amount of the Merger Consideration paid to any Person entitled to receive the Preferred Stock Consideration and Merger Consideration, which subject to the terms of this Agreement, shall be canceled and cease determined solely by written instructions delivered by JPI to exist, and each holder of a certificate theretofore representing any Company Preferred Shares or non-certificated Company Preferred Shares represented by book-entry shall cease to have any rights with respect thereto, except the right to receive the Preferred Stock Consideration upon surrender of such certificates or book-entry sharesExchange Agent.

Effect on Capital Stock. (a) At the Effective Time, by virtue of the Merger and without any action on the part of Parentthe holder thereof, each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares of Company Common Stock owned by Parent or Merger SubSub or held by the Company, all of which shall be canceled as provided in Section 1.8(c)), shall be converted into 1.896 validly issued, fully paid and non-assessable Parent Ordinary Shares (the "Common Exchange Ratio"). (b) At the Effective Time, by virtue of the Merger and without any action on the part of the holder thereof, each share of Company Preferred Stock issued and outstanding immediately prior to the Effective Time (other than shares of Company Preferred Stock owned by Parent or Merger Sub or held by the Company, all of which shall be canceled as provided in Section 1.8(c)), shall be converted into 3,846.154 validly issued, fully paid and non-assessable Parent Ordinary Shares (the "Preferred Exchange Ratio", and together with the Common Exchange Ratio and any cash in lieu of fractional Parent Ordinary Shares to be paid pursuant to Section 2.5, the Company or "Merger Consideration"). (c) As a result of the Merger and without any action on the part of the holders thereof, at the Effective Time, all shares of Company Common Stock and Company Preferred Stock shall cease to be outstanding and shall be canceled and retired and shall cease to exist, and each holder of a certificate which immediately prior to the Effective Time represented any such shares of Company Common Stock or Company Preferred Stock (each a "Certificate") shall thereafter cease to have any rights with respect to such shares of Company Common Stock or Company Preferred Stock, as the case may be, except as provided herein or by law. (d) Each share of Company Common Stock and each share of Company Preferred Stock issued and owned by Parent or Merger Sub or held by the Company at the Effective Time shall, by virtue of the following securities:Merger, cease to be outstanding and shall be canceled and retired and no Ordinary Shares of Parent or other consideration shall be delivered in exchange therefor. (ae) The limited liability company interests At the Effective Time, by virtue of the Merger and without any action on the part of the holder thereof, each share of common stock, par value $1.00 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time, all of which shall be held by Parentconverted into one validly issued, shall remain outstanding as limited liability company interests of the Surviving Entity, all of which shall continue to be held by Parent. (b) Each fully paid and non-assessable share of common stock, par value $0.01 per share, of the Company (such shares, collectively, the “Company Common Stock”, and each, a “Company Common Share”) issued and outstanding immediately prior to the Effective Time (other than any shares of Company Common Stock to be canceled pursuant to Section 1.6(d)) shall be converted into the right to receive an amount of Parent Common Stock equal to the product of one Company Common Share multiplied by the Common Exchange Ratio (which Common Exchange Ratio is subject to adjustment as set forth in Section 1.8) (the “Common Stock Consideration” and together with the Preferred Stock Consideration, the “Merger Consideration”)Surviving Corporation. (c) All Company Common Shares (other than Company Common Shares to be canceled pursuant to Section 1.6(d)) shall be canceled and shall cease to exist, and each holder of a certificate theretofore representing any Company Common Shares (each, a “Certificate”) or non-certificated Company Common Shares represented by book-entry (“Book-Entry Shares”) shall cease to have any rights with respect thereto, except the right to receive (i) the Common Stock Consideration upon surrender of such Certificates or Book-Entry Shares in accordance with Section 2.1(c), without interest (subject to any applicable withholding Tax specified in Section 2.2); and (ii) any dividends and other distributions in accordance with Section 2.1(g). (d) Each Company Common Share owned by Parent or Merger Sub, or owned by any direct or indirect Subsidiary of any such Person, in each case immediately prior to the Effective Time, shall automatically be canceled and retired and cease to exist as of the Effective Time and no consideration shall be paid in exchange therefor. (e) Each share of 6.125% Series C Cumulative Redeemable Preferred Stock, par value $0.01 per share, of the Company (such shares, collectively, the “Company Preferred Stock”, and each, a “Company Preferred Share”, and the Company Preferred Shares collectively with the Company Common Shares, the “Company Shares”) issued and outstanding immediately prior to the Effective Time shall be converted into the right to receive the Preferred Stock Consideration and shall be canceled and cease to exist, and each holder of a certificate theretofore representing any Company Preferred Shares or non-certificated Company Preferred Shares represented by book-entry shall cease to have any rights with respect thereto, except the right to receive the Preferred Stock Consideration upon surrender of such certificates or book-entry shares.

Effect on Capital Stock. (a) At the Effective Time, by virtue of the Merger and without any further action on the part of Parent, Merger Sub, the Company or the holders any holder of any of the following securities: (ai) The limited liability company interests subject to Section 2.01(c), each share of Company Common Stock that is issued and outstanding immediately prior to the Effective Time (other than Dissenting Shares and shares to be canceled in accordance with Section 2.01(a)(ii)) shall be converted into the right to receive the Offer Price net to the seller in cash, without interest (the “Merger Consideration”), subject to any withholding of Tax pursuant to Section 2.02(b) or Section 2.02(g); (ii) each share of Company Common Stock that immediately prior to the Effective Time is owned by Parent, Merger Sub, the Company (as treasury stock or otherwise) or any of their respective Subsidiaries shall be canceled without any consideration being exchanged therefor; and (iii) each share of common stock, par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time, all of which Time shall be held by Parentconverted into and become one validly issued, shall remain outstanding as limited liability company interests of the Surviving Entity, all of which shall continue to be held by Parent. (b) Each fully paid and nonassessable share of common stock, par value $0.01 per share, of the Company Surviving Entity. (such shares, collectively, b) All of the “Company Common Stock”, and each, a “Company Common Share”) issued and outstanding immediately prior to the Effective Time (other than any shares of Company Common Stock to be canceled pursuant to Section 1.6(d)) shall be converted into the right to receive an amount of Parent Common Stock equal to the product of one Company Common Share multiplied by the Common Exchange Ratio (which Common Exchange Ratio is subject to adjustment as set forth in Section 1.8) (the “Common Stock Consideration” and together with the Preferred Stock Consideration, the “Merger Consideration”). (c) All Company Common Shares (other than Company Common Shares to be canceled Consideration pursuant to Section 1.6(d)) this Article II shall no longer be outstanding, and shall automatically be canceled and shall cease to exist, as of the Effective Time, and each holder of a certificate theretofore representing any Company Common Shares (each, a “Certificate”) or non-certificated Company Common Shares represented by book-entry share (each, a “Book-Entry SharesShare”) shall cease to have previously representing any rights with respect thereto, except the right to receive (i) the such shares of Company Common Stock Consideration upon surrender of such Certificates or Book-Entry Shares in accordance with Section 2.1(c), without interest (subject to any applicable withholding Tax specified in Section 2.2); and (ii) any dividends and other distributions in accordance with Section 2.1(g). (d) Each Company Common Share owned by Parent or Merger Sub, or owned by any direct or indirect Subsidiary of any such Person, in each case immediately prior to the Effective Time, shall automatically be canceled and retired and cease to exist as of the Effective Time and no consideration shall be paid in exchange therefor. (e) Each share of 6.125% Series C Cumulative Redeemable Preferred Stock, par value $0.01 per share, of the Company (such shares, collectively, the “Company Preferred Stock”, and each, a “Company Preferred Share”, and the Company Preferred Shares collectively with the Company Common Shares, the “Company Shares”) issued and outstanding immediately prior to the Effective Time shall be converted into thereafter represent only the right to receive the Preferred Merger Consideration into which the shares of Company Common Stock represented by such Certificate or Book-Entry Share shall have been converted pursuant to this Section 2.01. (c) If, between the date of this Agreement and the Effective Time, the outstanding shares of Company Common Stock shall have been increased, decreased, changed into or exchanged for a different number or kind of shares or securities as a result of a reorganization, recapitalization, reclassification, stock dividend, stock split, reverse stock split or other similar change in capitalization, the Merger Consideration and shall be canceled appropriately and cease proportionately adjusted to existreflect such reorganization, and each holder of a certificate theretofore representing any Company Preferred Shares recapitalization, reclassification, stock dividend, stock split, reverse stock split or non-certificated Company Preferred Shares represented by book-entry shall cease to have any rights with respect thereto, except the right to receive the Preferred Stock Consideration upon surrender of such certificates or book-entry sharesother similar change in capitalization.

Effect on Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of ParentCardinal, Merger SubSubcorp or BLP or their respective shareholders and stockholders, the Company or the holders of any of the following securitiesas applicable: (a) The limited liability company interests of Merger Sub issued and outstanding immediately prior to the Effective Time, all of which shall be held by Parent, shall remain outstanding as limited liability company interests of the Surviving Entity, all of which shall continue to be held by Parent. (b) Each share of common stock, par value $0.01 per sharepar value, of the Company Subcorp (such shares, collectively, the “Company Subcorp Common Stock”, and each, a “Company Common Share”) issued and outstanding immediately prior to the Effective Time (other than any shares of Company Common Stock to be canceled pursuant to Section 1.6(d)) shall be converted into one fully paid and nonassessable share of common stock, $0.01 par value, of the Surviving Corporation. Such newly issued shares shall thereafter constitute all of the issued and outstanding Surviving Corporation capital stock. (b) Subject to the other provisions of this Article III, each share of BLP Common Stock issued and outstanding immediately prior to the Effective Time, excluding any shares of BLP Common Stock owned by Cardinal, Subcorp or BLP or any of their respective subsidiaries, shall be converted into and represent the right to receive in cash, without interest, an amount of Parent Common Stock equal to the product Merger Consideration. At the Effective Time, all shares of one Company Common Share multiplied by the Common Exchange Ratio (which Common Exchange Ratio is subject to adjustment as set forth in Section 1.8) (the “BLP Common Stock Consideration” shall no longer be outstanding and together with the Preferred Stock Consideration, the “Merger Consideration”). (c) All Company Common Shares (other than Company Common Shares to be canceled pursuant to Section 1.6(d)) automatically shall be canceled cancelled and shall cease to exist, and each holder of a certificate theretofore representing that immediately prior to the Effective Time represented any Company shares of BLP Common Shares Stock (each, a “Certificate”) or non-certificated Company Common Shares represented by book-entry (“Book-Entry Shares”) shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration. (ic) Each share of BLP capital stock held in the Common Stock Consideration upon surrender treasury of such Certificates or Book-Entry Shares BLP automatically shall be cancelled and retired and no payment shall be made in accordance with Section 2.1(c), without interest (subject to any applicable withholding Tax specified in Section 2.2); and (ii) any dividends and other distributions in accordance with Section 2.1(g)respect thereof. (d) Each Company Common Share owned by Parent or Merger Sub, or owned by any direct or indirect Subsidiary of any such Person, Notwithstanding anything in each case immediately prior this Agreement to the Effective Time, shall automatically be canceled and retired and cease to exist as of the Effective Time and no consideration shall be paid in exchange therefor. (e) Each share of 6.125% Series C Cumulative Redeemable Preferred Stock, par value $0.01 per share, of the Company (such shares, collectivelycontrary, the “Company Preferred Stock”, and each, a “Company Preferred Share”, and the Company Preferred Shares collectively with the Company shares of BLP Common Shares, the “Company Shares”) Stock issued and outstanding immediately prior to the Effective Time that are held by any BLP Stockholder that is entitled to demand and properly demands appraisal of shares of BLP Common Stock pursuant to, and that complies in all respects with, the provisions of Section 262 of the DGCL (“Section 262”) (the “Appraisal Shares”) shall not be converted into the right to receive the Preferred Stock Merger Consideration as provided in Section 3.1(b), but, instead, such BLP Stockholder shall be entitled to such rights (but only such rights) as are granted by Section 262. At the Effective Time, all Appraisal Shares shall no longer be outstanding and automatically shall be cancelled and shall be canceled and cease to exist, and and, except as otherwise provided by Applicable Laws, each holder of a certificate theretofore representing any Company Preferred Appraisal Shares or non-certificated Company Preferred Shares represented by book-entry shall cease to have any rights with respect theretoto the Appraisal Shares, except other than such rights as are granted by Section 262. Notwithstanding the foregoing, if any such BLP Stockholder shall fail to validly perfect or shall otherwise waive, withdraw or lose the right to appraisal under Section 262 or if a court of competent jurisdiction shall determine that such BLP Stockholder is not entitled to the relief provided by Section 262, then the rights of such BLP Stockholder under Section 262 shall cease, and such Appraisal Shares shall be deemed to have been converted at the Effective Time into, and shall have become, the right to receive the Preferred Stock Merger Consideration upon surrender as provided in Section 3.1(b). BLP shall give prompt notice to Cardinal of any demands for appraisal of any shares of BLP Common Stock, and Cardinal shall have the opportunity to participate in all negotiations and proceedings with respect to such certificates demands. Prior to the Effective Time, BLP shall not, without the prior written consent of Cardinal, make any payment with respect to, or book-entry sharessettle or offer to settle, any such demands, or agree to do any of the foregoing. (e) The “Merger Consideration” shall be equal to the Per Share Amount.

Effect on Capital Stock. At the Effective Time, pursuant to this Agreement and by virtue of the Merger and without any action on the part of Parent, the holder of any shares of Company Common Stock or any shares of capital stock of Merger Sub, the Company or the holders of any of the following securities: (a) The limited liability company interests of Merger Sub issued and outstanding immediately prior to the Effective Time, all of which shall be held by Parent, shall remain outstanding as limited liability company interests of the Surviving Entity, all of which shall continue to be held by Parent. (b) Each share of common stock, par value $0.01 per share, of the Company (such shares, collectively, the “Company Common Stock”, and each, a “Company Common Share”) Stock issued and outstanding immediately prior to the Effective Time (other than any Dissenting Shares and shares of Company Common Stock to be canceled pursuant to Section 1.6(d)1.8(c) below, the “Excluded Shares") shall be cancelled and converted into the right to receive (x) an amount in cash equal to $0.75 per share, without interest (the “Cash Merger Consideration"), and (y) a number of shares of Parent Common Stock equal to the product of one Company Common Share multiplied by the Common Exchange Ratio (which Common Exchange Ratio is subject to adjustment as set forth in Section 1.8) (the “Common Stock Merger Consideration” "; the Cash Merger Consideration and together with the Preferred Stock Consideration, Merger Consideration are collectively referred to as the “Merger Consideration”), payable to the holder thereof upon surrender of the certificate or book entry shares formerly representing such shares of Company Common Stock in accordance with Article II. (cb) All shares of Company Common Shares (other than Company Common Shares Stock shall cease to be canceled pursuant to Section 1.6(d)) outstanding and shall be automatically canceled and retired and shall cease to exist, and each holder of a certificate theretofore representing that, immediately prior to the Effective Time, represented any shares of Company Common Shares (each, a “Certificate”) or non-certificated Company Common Shares represented by book-entry (“Book-Entry Shares”) Stock shall thereafter cease to have any rights with respect theretoto such shares of Company Common Stock, except other than the right to receive the Merger Consideration to which such shares are entitled pursuant to Section 1.8(a). (ic) the Each share of Company Common Stock Consideration upon surrender that is owned directly or indirectly by Parent, Merger Sub, the Company or any wholly-owned Subsidiary of such Certificates the Company immediately prior to the Effective Time shall be automatically canceled and retired and shall cease to exist, and no consideration shall be made or Book-Entry Shares delivered in accordance with Section 2.1(c), without interest (subject to any applicable withholding Tax specified in Section 2.2); and (ii) any dividends and other distributions in accordance with Section 2.1(g)exchange therefor. (d) Each Company Common Share owned by Parent or Merger Sub, or owned by any direct or indirect Subsidiary of any such Person, in each case immediately prior to the Effective Time, shall automatically be canceled and retired and cease to exist as of the Effective Time and no consideration shall be paid in exchange therefor. (e) Each share of 6.125% Series C Cumulative Redeemable Preferred Stockcommon stock, no par value $0.01 per share, of the Company (such shares, collectively, the “Company Preferred Stock”, and each, a “Company Preferred Share”, and the Company Preferred Shares collectively with the Company Common Shares, the “Company Shares”) Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into one validly issued, fully paid and nonassessable share of common stock, no par value per share, of the right to receive Surviving Corporation, which shall constitute the Preferred Stock Consideration and shall be canceled and cease to exist, and each holder only outstanding shares of a certificate theretofore representing any Company Preferred Shares or non-certificated Company Preferred Shares represented by book-entry shall cease to have any rights with respect thereto, except capital stock of the right to receive the Preferred Stock Consideration upon surrender of such certificates or book-entry sharesSurviving Corporation.

Effect on Capital Stock. At the Effective Time, by virtue of the Merger and without any further action on the part of FCE Ohio, Forest City REIT, FCILP and FCE Merger Sub or the equityholders, as applicable, of such entities: (a) Each share of Class A Common Stock, par value $.33-1/3 per share, of FCE Ohio (“FCE Ohio Class A Common Stock”) issued and outstanding immediately prior to the Effective Time, shall be converted into one (1) validly issued, fully paid and nonassessable share of Class A common stock, par value $0.01 per share, of Forest City REIT (“Forest City REIT Class A Common Stock”). (b) Each share of Class B Common Stock, par value $.33-1/3 per share, of FCE Ohio (“FCE Ohio Class B Common Stock”, and, together with the FCE Ohio Class A Common Stock, the “FCE Ohio Common Stock”) issued and outstanding immediately prior to the Effective Time, shall be converted into one (1) validly issued, fully paid and nonassessable share of Class B common stock, par value $0.01 per share, of Forest City REIT (“Forest City REIT Class B Common Stock,” and, together with the Forest City REIT Class A Common Stock, the “Forest City REIT Common Stock”). (c) All shares of Forest City REIT Common Stock issued and outstanding immediately prior to the Effective Time shall no longer be outstanding and shall be canceled and retired without payment of consideration therefor and shall cease to exist. (d) Each share of FCE Ohio Common Stock held in FCE Ohio’s treasury immediately prior the Effective Time shall, by virtue of the Merger and without any action on the part of Parentthe holder thereof, Merger Subcease to be outstanding, the Company or the holders shall be canceled and retired without payment of any consideration therefor and shall cease to exist. (e) Each share of the following securities: (a) The limited liability company interests common stock, $0.01 par value per share, of FCE Merger Sub issued and outstanding immediately prior to the Effective TimeTime (specifically, all of which shall be the shares held by ParentForest City REIT and FCILP), shall remain outstanding as limited liability company interests will be converted into one (1) validly issued, fully paid and nonassessable share of the Surviving Entity, all of which shall continue to be held by Parent. (b) Each share of common stock, par value $0.01 per share, of the Company (such shares, collectively, the “Company Corporation’s Class B Common Stock”, and each, a “Company Common Share”) issued and outstanding immediately prior to the Effective Time (other than any shares of Company Common Stock to be canceled pursuant to Section 1.6(d)) shall be converted into the right to receive an amount of Parent Common Stock equal to the product of one Company Common Share multiplied by the Common Exchange Ratio (which Common Exchange Ratio is subject to adjustment as set forth in Section 1.8) (the “Common Stock Consideration” and together with the Preferred Stock Consideration, the “Merger Consideration”). (c) All Company Common Shares (other than Company Common Shares to be canceled pursuant to Section 1.6(d)) shall be canceled and shall cease to exist, and each holder of a certificate theretofore representing any Company Common Shares (each, a “Certificate”) or non-certificated Company Common Shares represented by book-entry (“Book-Entry Shares”) shall cease to have any rights with respect thereto, except the right to receive (i) the Common Stock Consideration upon surrender of such Certificates or Book-Entry Shares in accordance with Section 2.1(c), without interest (subject to any applicable withholding Tax specified in Section 2.2); and (ii) any dividends and other distributions in accordance with Section 2.1(g). (d) Each Company Common Share owned by Parent or Merger Sub, or owned by any direct or indirect Subsidiary of any such Person, in each case immediately prior to the Effective Time, shall automatically be canceled and retired and cease to exist as of the Effective Time and no consideration shall be paid in exchange therefor. (e) Each share of 6.125% Series C Cumulative Redeemable Preferred Stock, par value $0.01 .33-1/3 per shareshare (“Surviving Corporation Common Stock”), so that, from and after the Effective Time, Forest City REIT and FCILP shall be the holders in the aggregate of all of the Company (such shares, collectively, the “Company Preferred Stock”, and each, a “Company Preferred Share”, and the Company Preferred Shares collectively with the Company Common Shares, the “Company Shares”) issued and outstanding immediately prior to the Effective Time shall be converted into the right to receive the Preferred Stock Consideration and shall be canceled and cease to exist, and each holder shares of a certificate theretofore representing any Company Preferred Shares or non-certificated Company Preferred Shares represented by book-entry shall cease to have any rights with respect thereto, except the right to receive the Preferred Stock Consideration upon surrender of such certificates or book-entry sharesSurviving Corporation Common Stock.

Effect on Capital Stock. At Subject to the terms and conditions of this Agreement, at the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger SubArrangement, the Company or the holders of any of the following securitiesshall occur: (a) The limited liability company interests EXCHANGE OF COMPANY COMMON SHARES. Each outstanding capital share of Merger Sub the Company (each a "COMPANY COMMON SHARE" and collectively, the "COMPANY COMMON SHARES") issued and outstanding immediately prior to the Effective Time, all of which shall be held by Parent, shall remain outstanding as limited liability company interests of the Surviving Entity, all of which shall continue to be held by Parent. (b) Each share of common stock, par value $0.01 per share, of the Company (such shares, collectively, the “Company Common Stock”, and each, a “Company Common Share”) issued and outstanding immediately prior to the Effective Time (other than any shares of Company Common Stock to be canceled pursuant to Section 1.6(d)) shall be converted into the right to receive an amount of Parent Common Stock equal to the product of one Company Common Share multiplied by the Common Exchange Ratio (which Common Exchange Ratio is subject to adjustment as set forth in Section 1.8) (the “Common Stock Consideration” and together with the Preferred Stock Consideration, the “Merger Consideration”). (c) All Company Common Shares (other than Company Common Shares to be canceled pursuant to Section 1.6(d1.6(b) and any Dissenting Shares (as defined in and to the extent provided in Section 1.5(a)), will, after giving effect to the Amalgamation, be automatically exchanged (subject to Section 1.4(e)) shall with Canadian Sub for 0.165017 shares of Common Stock, $0.001 par value per share, of Parent (the "PARENT COMMON STOCK") (the "EXCHANGE RATIO") (which reflects the two-for-one stock split effected as a stock dividend to be canceled and shall cease to existpaid by Parent (the "STOCK SPLIT") on February 18, and each holder 2000) upon surrender of the certificate representing such Company Common Share in the manner provided in Section 1.6 (or in the case of a certificate theretofore representing lost, stolen or destroyed certificate, upon delivery of an affidavit (and bond, if required) in the manner provided in Section 1.8). In no event will Parent be required to issue more than 2,563,273 shares of Parent Common Stock in connection with the Arrangement, inclusive of shares of Parent Common Stock issuable in connection with the assumption of warrants, options or other rights to acquire Company Common Shares as required by this Agreement. If any Company Common Shares (each, a “Certificate”) or non-certificated Company Common Shares represented by book-entry (“Book-Entry Shares”) shall cease to have any rights with respect thereto, except the right to receive (i) the Common Stock Consideration upon surrender of such Certificates or Book-Entry Shares in accordance with Section 2.1(c), without interest (subject to any applicable withholding Tax specified in Section 2.2); and (ii) any dividends and other distributions in accordance with Section 2.1(g). (d) Each Company Common Share owned by Parent or Merger Sub, or owned by any direct or indirect Subsidiary of any such Person, in each case immediately prior to the Effective Time, shall automatically be canceled and retired and cease to exist as of the Effective Time and no consideration shall be paid in exchange therefor. (e) Each share of 6.125% Series C Cumulative Redeemable Preferred Stock, par value $0.01 per share, of the Company (such shares, collectively, the “Company Preferred Stock”, and each, a “Company Preferred Share”, and the Company Preferred Shares collectively with the Company Common Shares, the “Company Shares”) issued and outstanding immediately prior to the Effective Time shall are unvested or are subject to a repurchase option, risk of forfeiture or other condition under any applicable restricted shares purchase agreement or other agreement with Company, then the shares of Parent Common Stock issued in exchange for such Company Common Shares will also be converted into unvested and subject to the right to receive the Preferred Stock Consideration and shall be canceled and cease to existsame repurchase option, risk of forfeiture or other condition, and each holder the certificates representing such shares of a certificate theretofore representing Parent Common Stock may accordingly be marked with appropriate legends. Company shall take all action that may be necessary to ensure that, from and after the Effective Time, Parent is entitled to exercise any Company Preferred Shares such repurchase option or non-certificated Company Preferred Shares represented by book-entry shall cease to have other right set forth in any rights with respect thereto, except the right to receive the Preferred Stock Consideration upon surrender of such certificates restricted shares purchase agreement or book-entry shares.other

Effect on Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company or the holders of any of the following securities: (a) The limited liability company interests of Merger Sub issued and outstanding immediately prior to the Effective Time, all of which shall be held by Parent, Time shall remain outstanding as the limited liability company interests of the Surviving Entity, all of which shall continue to be held by Parent. (b) Each share of common stock, par value $0.01 per share, of the Company (such shares, collectively, the “Company Common Stock”, and each, a “Company Common Share”) issued and outstanding immediately prior to the Effective Time (other than any shares of Company Common Stock to be canceled or converted pursuant to Section 1.6(d)) shall be converted into the right to receive an amount of Parent Common Stock equal to the product of twenty one Company Common Share multiplied by the Common Exchange Ratio dollars (which Common Exchange Ratio is subject to adjustment as set forth $21.00) in Section 1.8) cash, without interest (the “Common Stock Consideration” and together with the Preferred Stock Consideration, the “Merger Consideration”), subject to any applicable withholding Tax specified in Section 2.2. (c) All of the Company Common Shares (other than any Company Common Shares to be canceled pursuant to Section 1.6(d)) shall be canceled and shall cease to exist, and each holder of a certificate theretofore representing any Company Common Shares (each, a “Common Certificate”) or non-certificated Company Common Shares represented by book-entry (“Common Book-Entry Shares”) shall cease to have any rights with respect thereto, except the right to receive (i) the Common Stock Merger Consideration upon surrender of such Certificates or Book-Entry Shares in accordance with Section 2.1(c), without interest (subject to any applicable withholding Tax specified in Section 2.2); and (ii) any dividends and other distributions in accordance with Section 2.1(g). (d) Each Company Common Share or Company Preferred Share owned by the Company, Parent or Merger Sub, or owned by any direct or indirect Subsidiary of any such Person, in each case immediately prior to the Effective Time, shall automatically be canceled and retired and cease to exist as of the Effective Time and no consideration shall be paid in exchange therefor. (e) Each share of 6.125% Series C Cumulative Redeemable Preferred Stock, par value $0.01 per share, of the Company (such shares, collectively, the “Company Preferred Stock”, and each, a “Company Preferred Share”, and the Company Preferred Shares collectively with the Company Common Shares, the “Company Shares”) issued and outstanding immediately prior to the Effective Time shall be converted into the right to receive the Preferred Stock Consideration and shall be canceled and cease to exist, and each . (f) Each holder of a certificate theretofore representing any Company Preferred Shares (each, a “Preferred Certificate” and, together with the Common Certificates, the “Certificates”) or non-certificated Company Preferred Shares represented by book-entry (“Preferred Book-Entry Shares” and, together with the Common Book-Entry Shares, “Book-Entry Shares”) shall cease to have any rights with respect thereto, except the right to receive the Preferred Stock Consideration upon surrender of such certificates Preferred Certificates or bookPreferred Book-entry sharesEntry Shares in accordance with Section 2.1(c), without interest (subject to any applicable withholding Tax specified in Section 2.2).

Effect on Capital Stock. At As of the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company or the holders holder of any ARS Shares or any shares of the following securitiescapital stock of Acquisition Subsidiary: (a) The limited liability company interests of Merger Sub Each issued and outstanding immediately prior to the Effective Time, all share of which capital stock of Acquisition Subsidiary shall be held by Parent, shall remain outstanding as limited liability company interests of the Surviving Entity, all of which shall continue to be held by Parent. (b) Each converted into and become one fully paid and nonassessable share of common stockCommon Stock, par value $0.01 per share, of the Company Surviving Corporation. (such sharesb) Each ARS Share that is owned by ARS or by any Subsidiary of ARS and each ARS Share that is owned by ServiceMaster, collectively, the “Company Common Stock”Acquisition Subsidiary or any other Subsidiary of ServiceMaster shall automatically be canceled and retired and shall cease to exist, and eachno consideration shall be delivered in exchange therefor. (c) Subject to paragraph (d) of this Section, a “Company Common Share”) each issued and outstanding immediately prior to the Effective Time (ARS Share, other than any shares of Company Common Stock ARS Shares to be canceled pursuant to Section 1.6(d)in accordance with paragraph (b) of this Section, shall be converted into the right to receive an amount of Parent Common Stock equal to from the product of one Company Common Share multiplied by Surviving Corporation in cash, without interest, the Common Exchange Ratio (which Common Exchange Ratio is subject to adjustment as set forth in Section 1.8) Offer Price (the “Common Stock Consideration” and together with the Preferred Stock Consideration, the “"Merger Consideration”"). (cd) All Company Common Notwithstanding anything in this Agreement to the contrary, any issued and outstanding ARS Shares held by a person (a "Dissenting Stockholder") who complies with all the provisions of Delaware Law concerning the right of holders of ARS Shares to require appraisal of their ARS Shares (other than Company Common Shares "Dissenting Shares") shall not be converted as described in Section 3.1(c), but shall be converted into the right to receive such consideration as may be determined to be canceled due to such Dissenting Stockholder pursuant to Delaware Law. If, after the Effective Time, such Dissenting Stockholder withdraws his demand for appraisal or fails to perfect or otherwise loses his right to appraisal, in any case pursuant to Delaware Law, his ARS Shares shall be deemed to be converted as of the Effective Time into the right to receive the Merger Consideration, without interest. ARS shall give ServiceMaster (i) prompt notice of any demands for appraisal of ARS Shares received by ARS or the receipt by ARS of any documents or instruments with respect to rights of appraisal pursuant to Delaware Law and (ii) the opportunity to participate in and direct all negotiations and proceedings with respect to any such demands. ARS shall not, without the prior written consent of ServiceMaster, make any payment with respect to, or settle, offer to settle or otherwise negotiate, any such demands. (e) From and after the Effective Time, all ARS Shares converted in accordance with Section 1.6(d)) 3.1 shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and each holder of a certificate theretofore formerly representing any Company Common such ARS Shares (each, a “Certificate”) or non-certificated Company Common Shares represented by book-entry (“Book-Entry other than any Dissenting Shares”) shall cease to have any rights with respect thereto, except the right to receive (i) the Common Stock Merger Consideration upon surrender of such Certificates or Book-Entry Shares in accordance with Section 2.1(c), without interest (subject to any applicable withholding Tax specified in Section 2.2); and (ii) any dividends and other distributions in accordance with Section 2.1(g)interest. (d) Each Company Common Share owned by Parent or Merger Sub, or owned by any direct or indirect Subsidiary of any such Person, in each case immediately prior to the Effective Time, shall automatically be canceled and retired and cease to exist as of the Effective Time and no consideration shall be paid in exchange therefor. (e) Each share of 6.125% Series C Cumulative Redeemable Preferred Stock, par value $0.01 per share, of the Company (such shares, collectively, the “Company Preferred Stock”, and each, a “Company Preferred Share”, and the Company Preferred Shares collectively with the Company Common Shares, the “Company Shares”) issued and outstanding immediately prior to the Effective Time shall be converted into the right to receive the Preferred Stock Consideration and shall be canceled and cease to exist, and each holder of a certificate theretofore representing any Company Preferred Shares or non-certificated Company Preferred Shares represented by book-entry shall cease to have any rights with respect thereto, except the right to receive the Preferred Stock Consideration upon surrender of such certificates or book-entry shares.

Effect on Capital Stock. At Notwithstanding any other provision in ------------------------- this Agreement, SILVA BAY shall issue no more than 2,500,000 shares of its common xxxck to the Spectrum Stockholders. As of the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company or the holders holder of any shares of the following securitiesoutstanding capital of the Spectrum or SSS: (a) The limited liability company interests of Merger Sub Each issued and outstanding immediately prior to the Effective Time, all share of which common stock of SSS shall be held by Parent, shall remain outstanding as limited liability company interests converted into and become one fully paid and nonassessable share of common stock of the Surviving Entity, all of which shall continue to be held by ParentCorporation. (b) Each share of Spectrum's common stockstock ("SPECTRUMCOMMONSTOCK") that ------------------- is held in the treasury of Spectrum or by any wholly owned subsidiary of Spectrum shall automatically be canceled and returned and shall cease to exist and no consideration shall be delivered in exchange therefor. (c) Each share of Spectrum Common Stock that is owned by SILVA BAY, par value $0.01 per share, SSS or any other subsidiary of the Company (such shares, collectively, the “Company Common Stock”SILVA BAY shall automaticalxx xx canceled and retired and shall ceaxx xo exist, and eachno consideration shall be delivered in exchange therefor. (d) Subject to Section2.07(h) hereof, a “Company each 600 shares of Spectrum -------------- Common Share”) Stock issued and outstanding immediately prior to the Effective Time (other than any shares of Company Spectrum Common Stock to be canceled pursuant to Section 1.6(d)in accordance with Sections2.07(b) and 2.07(c) hereof) shall be --------------- ------- canceled and extinguished and converted into the right to receive an amount one million two hundred fifty thousand (1,250,000) shares of Parent SILVA BAY common stock ("SILVA ----- BAY COMMON"). As of the Effective Time, all such shares of Spectrum Common Stock equal to the product of one Company Common Share multiplied by the Common Exchange Ratio (which Common Exchange Ratio is subject to adjustment as set forth in Section 1.8) (the “Common Stock Consideration” ---------- shall no longer be outstanding and together with the Preferred Stock Consideration, the “Merger Consideration”). (c) All Company Common Shares (other than Company Common Shares to shall automatically be canceled pursuant to Section 1.6(d)) shall be canceled and retired and shall cease to exist, and each holder of a certificate theretofore representing any Company such shares of Spectrum Common Shares (each, a “Certificate”) or non-certificated Company Common Shares represented by book-entry (“Book-Entry Shares”) Stock shall cease to have any rights with respect thereto, except the right to receive (i) the Common Stock Consideration upon surrender of such Certificates or Book-Entry Shares in accordance with Section 2.1(c), without interest (subject to any applicable withholding Tax specified in Section 2.2); and (ii) any dividends and other distributions in accordance with Section 2.1(g). (d) Each Company Common Share owned by Parent or Merger Sub, or owned by any direct or indirect Subsidiary of any such Person, in each case immediately prior to the Effective Time, shall automatically be canceled and retired and cease to exist as of the Effective Time and no consideration shall be paid in exchange therefor. (e) Each share of 6.125% Series C Cumulative Redeemable Preferred StockThis left intentionally blank. (f) This left intentionally blank. (g) This left intentionally blank. (h) Notwithstanding anything in this Agreement to the contrary, par value $0.01 per share, of the Company (such shares, collectively, the “Company Preferred Stock”, and each, a “Company Preferred Share”, and the Company Preferred Shares collectively with the Company Common Shares, the “Company Shares”) any issued and outstanding immediately prior shares held by a person (a "DISSENTING STOCKHOLDER") who ---------------------- objects to the Effective Time Merger and complies with all the relavant provisions of Florida Law concerning the right of holders of Spectrum Capital Stock to dissent from the Merger and require appraisal of their Shares ("DISSENTING SHARES") shall not ----------------- be converted into the right to receive the Preferred Stock Consideration and shall be canceled and cease to exist, and each holder of a certificate theretofore representing any Company Preferred Shares or non-certificated Company Preferred Shares represented by book-entry shall cease to have any rights with respect thereto, except the right to receive the Preferred Stock Consideration upon surrender of such certificates or book-entry shares.as described in Section2.07

Effect on Capital Stock. At Subject to the provisions of this Agreement: (a) at the Effective Time, by virtue of the Merger and without any action on the part of Parentany Acquiror Stockholder, Merger Sub, the Company or the holders of any of the following securities: (ai) The limited liability company interests of Merger Sub issued and outstanding immediately prior to the Effective Time, all of which shall be held by Parent, shall remain outstanding as limited liability company interests of the Surviving Entity, all of which shall continue to be held by Parent. (b) Each each share of common stock, par value $0.01 per share, of the Company (such shares, collectively, the “Company Common Stock”, and each, a “Company Common Share”) Preferred Stock that is issued and outstanding immediately prior to the Effective Time (other than any shares of Company Common Stock to be canceled pursuant to Section 1.6(dthe Dissenting Shares)) , shall thereupon be converted into the right to receive an amount receive, and the holder of Parent such share of Company Preferred Stock shall be entitled to receive, as applicable, the Per Share Preferred Stock Consideration as if the Merger were a Deemed Liquidation Event (as defined in the Company Certificate of Incorporation) and (ii) each share of Company Common Stock equal that is issued and outstanding immediately prior to the product Effective Time (other than the Dissenting Shares), shall thereupon be converted into the right to receive, and the holder of one such share of Company Common Stock shall be entitled to receive, the Per Share multiplied by the Common Exchange Ratio (which Common Exchange Ratio is subject to adjustment as set forth in Section 1.8) (the “Common Stock Consideration” and together with . Following the conversion of the shares of Company Preferred Stock Consideration, into the “Merger Consideration”). (c) All right to receive the applicable Per Share Preferred Stock Consideration and the conversion of the shares of the Company Common Shares (other than Stock into the right to receive the Per Share Common Stock Consideration pursuant to this Section 3.01(a), all of the shares of Company Preferred Stock and Company Common Shares to Stock so converted shall no longer be canceled pursuant to Section 1.6(d)) shall be canceled outstanding and shall cease to exist, and each holder of a certificate theretofore representing any Company Common Shares (each, a “Certificate”) or non-certificated Company Common Shares represented by book-entry (“Book-Entry Shares”) Stockholder shall thereafter cease to have any rights with respect theretoto such securities, except the right to receive (i) the applicable Per Share Preferred Stock Consideration or the Per Share Common Stock Consideration, as the case may be. Notwithstanding anything contained herein to the contrary, nothing contained in this Agreement shall require the Acquiror to issue any number of shares of Acquiror Common Stock (deemed to have a value of ten dollars ($10) per share) with an aggregate implied value in excess of the Consideration upon surrender of such Certificates or Book-Entry Shares in accordance with Section 2.1(c), without interest (subject to any applicable withholding Tax specified in Section 2.2); and (ii) any dividends and other distributions in accordance with Section 2.1(g).Cap; (db) Each Company Common Share owned by Parent or Merger Sub, or owned by any direct or indirect Subsidiary of any such Person, in each case immediately prior to at the Effective Time, shall automatically be canceled and retired and cease to exist as by virtue of the Effective Time Merger and no consideration shall be paid in exchange therefor. (e) Each without any action on the part of any holder thereof, each share of 6.125% Series C Cumulative Redeemable Preferred Stockcommon stock, par value $0.01 0.0001 per share, of the Company (such shares, collectively, the “Company Preferred Stock”, and each, a “Company Preferred Share”, and the Company Preferred Shares collectively with the Company Common Shares, the “Company Shares”) Merger Sub issued and outstanding immediately prior to the Effective Time shall no longer be outstanding and shall thereupon be converted into and become one validly issued fully paid and non-assessable share of common stock, par value $0.0001 per share, of the right to receive Surviving Company and all such shares shall constitute the only outstanding shares of capital stock of the Surviving Company as of immediately following the Effective Time; and (c) 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 Consideration and held in the treasury of the Company immediately prior to the Effective Time shall be canceled cancelled without any conversion thereof and cease to exist, and each holder of a certificate theretofore representing any Company Preferred Shares no payment or non-certificated Company Preferred Shares represented by book-entry distribution shall cease to have any rights be made with respect thereto, except the right to receive the Preferred Stock Consideration upon surrender of such certificates or book-entry shares.

Effect on Capital Stock. (a) At the Effective Time, by virtue of the Merger and without any further action on the part of Parent, Merger Sub, the Company or the holders of any stockholder of the following securities: (a) The limited liability company interests Company, each share of common stock of Merger Sub issued and outstanding immediately prior to the Effective Time, all of which Time shall be held by Parent, shall remain outstanding as limited liability company interests of the Surviving Entity, all of which shall continue to be held by Parent. (b) Each converted into one fully paid and nonassessable share of common stock, par value $0.01 0.001 per share, of the Company Surviving Corporation (such shares, collectively, the “Company Surviving Corporation Common Stock”) and shall constitute the only outstanding shares of Surviving Corporation Common Stock. (b) At the Effective Time, by virtue of the Merger and eachwithout any further action on the part of Parent, a “Merger Sub, the Company or any stockholder of the Company, subject to the provisions of this Article II and Article III, each share of Company Common Share”) Stock issued and outstanding immediately prior to the Effective Time (other than any shares of Company Common Stock to be canceled pursuant to Section 1.6(d)owned by Parent, the Company or any of their respective wholly-owned Subsidiaries and the Dissenting Shares) shall shall, by virtue of this Agreement and without any action on the part of the holder thereof, be converted into and shall thereafter represent the right to receive an amount (i) 0.31 of a share of Parent Common Stock equal to the product of one Company Common Share multiplied by the Common Exchange Ratio (which Common Exchange Ratio is subject to adjustment as set forth in Section 1.8) (the “Exchange Ratio” and, such shares, the “Stock Consideration”), without interest, and (ii) one contractual contingent value right per share of Company Common Stock Consideration(each a “CVR” and and, together with the Preferred Stock Consideration, the “Merger Consideration”), which shall represent the right to receive up to two contingent payments, if any, upon the achievement of certain milestones at the times and subject to the terms and conditions of the CVR Agreement, net to the holder thereof in cash, subject to reduction for any applicable withholding taxes in respect thereof, without interest. (c) All From and after the Effective Time, none of the Company Common Shares (other than Stock converted into the Merger Consideration pursuant to this Article II shall remain outstanding and all such shares of Company Common Shares to Stock shall automatically be canceled pursuant to Section 1.6(d)) shall be canceled cancelled and retired and shall cease to exist, and each holder of a certificate theretofore previously representing any such Company Common Shares Stock (each, a “Certificate”) or shares of Company Common Stock that are in non-certificated Company Common Shares represented by book-book entry form (“Book-Entry Shares”) (other than the Dissenting Shares) shall thereafter cease to have any rights with respect thereto, except the right to receive (i) the Merger Consideration, (ii) any cash to be paid in lieu of any fractional share of Parent Common Stock Consideration upon surrender of such Certificates or Book-Entry Shares in accordance with Section 2.1(c), without interest 3.5 (subject to any applicable withholding Tax specified in Section 2.2); No Fractional Shares) and (iiiii) any dividends and other distributions in accordance with Section 2.1(g3.1(f) (Dividends), in each case, without interest. (d) Each If at any time during the period between the date of this Agreement and the Effective Time, any change in the outstanding shares of Parent Common Stock or Company Common Share Stock 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 Exchange Ratio, the Merger Consideration and any other similarly dependent items, as the case may be, shall be appropriately adjusted to provide the holders of Company Common Stock the same economic effect as contemplated by this Agreement prior to such event; provided, however, that this sentence shall not be construed to permit Parent or the Company to take any action with respect to its Securities that is prohibited by the terms of this Agreement. (e) At the Effective Time, by virtue of the Merger and without any further action on the part of Parent, Merger Sub, the Company or any stockholder of the Company, all shares of Company Common Stock that are owned by Parent or Merger Sub, the Company or any of their respective wholly-owned by any direct or indirect Subsidiary of any such Person, in each case immediately prior to the Effective Time, Subsidiaries shall automatically be canceled cancelled and retired and shall cease to exist as of the Effective Time and no consideration shall be paid delivered in exchange therefor. (ef) Each share Notwithstanding anything to the contrary contained in this Agreement, the CVR Agreement or otherwise, in no event shall the sum of 6.125(i) the aggregate amount of payments paid or payable pursuant to the CVR Agreement (including any interest on such amounts paid or payable to the Rights Agent or any Holders (as defined in the CVR Agreement) under the CVR Agreement) and (ii) the amount of any other cash or the fair market value of any property (other than the Parent Common Stock or the CVRs) paid or payable to the Company stockholders as consideration pursuant to this Agreement (A) exceed 19.9% Series C Cumulative Redeemable Preferred Stock, par value $0.01 per share, of the Company (such shares, collectively, the “Company Preferred Stock”, and each, a “Company Preferred Share”, and aggregate amount of consideration paid or payable to the Company Preferred Shares collectively with stockholders in the Company Common SharesMerger or (B) constitute an amount the payment of which, in the “Company Shares”opinion of nationally recognized tax counsel, would more likely than not prevent the Merger from satisfying the requirement of Section 368(a)(2)(E)(ii) issued and outstanding immediately prior to of the Effective Time shall be converted into the right to receive the Preferred Stock Consideration and shall be canceled and cease to exist, and each holder of a certificate theretofore representing any Company Preferred Shares or non-certificated Company Preferred Shares represented by book-entry shall cease to have any rights with respect thereto, except the right to receive the Preferred Stock Consideration upon surrender of such certificates or book-entry sharesCode.

Effect on Capital Stock. At the Effective Time, by virtue as a result of the Merger and without any action on the part of Parent, Merger Sub, the holder of any capital stock of the Company or on the holders of any part of the following securitiessole stockholder of Merger Sub: (a) The limited liability company interests of Merger Sub issued and outstanding immediately prior Subject to the Effective TimeSection 4.3, all of which shall be held by Parent, shall remain outstanding as limited liability company interests each share of the Surviving Entity, all of which shall continue to be held by Parent. (b) Each share of common stock, par value $0.01 per share, of the Company (such shares, collectively, the “Company Common Stock”, and each, each a “Company Common Share”) issued and outstanding immediately prior to the Effective Time (other than any shares of Company Common Stock to be canceled pursuant to Section 1.6(d)) shall be converted into the right to receive an amount of Parent Common Stock equal to the product of one Company Common Share multiplied by the Common Exchange Ratio (which Common Exchange Ratio is subject to adjustment as set forth in Section 1.8) (the “Common Stock Consideration,” and together with the Preferred Stock Consideration, the “Merger Consideration”). (c) All Company Common Shares (other than Company Common Shares to be canceled pursuant to Section 1.6(d)) shall be canceled and shall cease to exist, and each holder of a certificate theretofore representing any Company Common Shares (each, a “Certificate”) or non-certificated Company Common Shares represented by book-entry (“Book-Entry Shares”) shall cease to have any rights with respect thereto, except the right to receive (i) the Common Stock Consideration upon surrender of such Certificates or Book-Entry Shares in accordance with Section 2.1(c), without interest (subject to any applicable withholding Tax specified in Section 2.2); and (ii) any dividends and other distributions in accordance with Section 2.1(g). (d) Each Company Common Share owned by Parent or Merger Sub, or owned by any direct or indirect Subsidiary of any such Person, in each case immediately prior to the Effective Time, shall automatically be canceled and retired and cease to exist as of the Effective Time and no consideration shall be paid in exchange therefor. (e) Each share of 6.125% Series C Cumulative Redeemable Preferred Stock, par value $0.01 per share, of the Company (such shares, collectively, the “Company Preferred Stock”, and each, a “Company Preferred Share”, and the Company Preferred Shares collectively with the Company Common Shares, the “Company Shares”) issued and outstanding immediately prior to the Effective Time (other than Appraisal Shares, Company Shares owned by Parent, Merger Sub or any other direct or indirect wholly-owned Subsidiary of Parent and Company Shares owned by the Company or any direct or indirect wholly-owned Subsidiary of the Company, and in each case, not held on behalf of third parties (each an “Excluded Share”)) shall be converted into, and become exchangeable for, the right to receive (i) $43.11 in cash (the “Cash Consideration”) and (ii) 0.6494 (the “Exchange Ratio”) of a share (the “Stock Consideration,” together with the Cash Consideration, the “Merger Consideration”) of common stock, par value $5.00 per share, of Parent (each, a “Parent Share” and collectively, the “Parent Shares”). At the Effective Time, all of the Company Shares (other than Excluded Shares) shall cease to be outstanding, shall automatically be cancelled and shall cease to exist and each certificate (a “Certificate”) formerly representing any of the Company Shares, and each non-certificated Company Share represented by book entry (each, a “Book Entry Company Share”), other than in each case those representing Excluded Shares, shall thereafter represent only the right to receive, without interest, (A) the Merger Consideration, (B) with respect to the Stock Consideration, the right, if any, to receive (1) pursuant to Section 4.2(f) cash in lieu of fractional Parent Shares into which such Company Shares have been converted pursuant to this Section 4.1(a) and (2) any distribution or dividend payable pursuant to Section 4.2(d), and (C) any declared but unpaid distributions or dividends with respect to the Company Shares. (b) Subject to Section 4.3, each Company Share that is an Excluded Share shall be cancelled and shall cease to exist, with no consideration paid in exchange therefor. (c) At the Effective Time, each share of common stock, par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into one share of common stock, par value $0.01 per share, of the right to receive the Preferred Stock Consideration and shall be canceled and cease to exist, and each holder of a certificate theretofore representing any Company Preferred Shares or non-certificated Company Preferred Shares represented by book-entry shall cease to have any rights with respect thereto, except the right to receive the Preferred Stock Consideration upon surrender of such certificates or book-entry sharesSurviving Corporation.

Effect on Capital Stock. (a) At the Effective Time, subject to the other provisions of Articles I and II, each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares of Company Common Stock to be canceled pursuant to Section 1.4(d) and any shares of Company Common Stock covered under Section 1.5) shall, by virtue of the Merger this Agreement and without any action on the part of the holder thereof, be converted into and shall thereafter represent the right to receive .1191 (the “Exchange Ratio”) of a share of validly issued, fully paid and non-assessable shares of Parent Common Stock (the “Merger Consideration”). (b) From and after the Effective Time, all of the shares of Company Common Stock converted into the right to receive the Merger Consideration pursuant to this Article I shall no longer be outstanding and shall automatically be cancelled 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 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, (ii) any dividends or other distributions with a record date prior to the Effective Time which have been declared by the Company in accordance with this Agreement and which remain unpaid at the Effective Time, and any dividends and other distributions in accordance with Section 2.1(f) and (iii) any cash to be paid in lieu of any fractional share of Parent Common Stock in accordance with Section 2.2. (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 Parent 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 Merger Consideration, 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; provided that (i) nothing in this Section 1.4 shall be construed to permit the Company or Parent 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 Exchange Ratio. (d) At the Effective Time, all shares of Company Common Stock that are owned by Parent, Merger Sub, Subsidiary or the Company or the holders of any of their respective direct or indirect wholly-owned Subsidiaries (the following securities:“Cancelled Shares”) shall be cancelled and retired and shall cease to exist and no stock of Parent, cash or other consideration shall be delivered in exchange therefor. For the avoidance of doubt, this Section 1.4(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 pursuant to a Company Benefit Plan (as such term is defined in Section 3.15). (ae) The limited liability company interests At the Effective Time, each issued and outstanding share of common stock, par value $0.01 per share, of Merger Sub Subsidiary issued and outstanding immediately prior to the Effective Time, all of which shall be held by Parent, Time shall remain outstanding as limited liability company interests of the Surviving Entity, all of which shall continue to be held by Parent. (b) Each one fully paid and nonassessable share of common stock, par value $0.01 per share, of the Company (such shares, collectively, the “Company Common Stock”, and each, a “Company Common Share”) issued and outstanding immediately prior to the Effective Time (other than any shares of Company Common Stock to be canceled pursuant to Section 1.6(d)) shall be converted into the right to receive an amount of Parent Common Stock equal to the product of one Company Common Share multiplied by the Common Exchange Ratio (which Common Exchange Ratio is subject to adjustment as set forth in Section 1.8) (the “Common Stock Consideration” and together with the Preferred Stock Consideration, the “Merger Consideration”)Surviving Corporation. (c) All Company Common Shares (other than Company Common Shares to be canceled pursuant to Section 1.6(d)) shall be canceled and shall cease to exist, and each holder of a certificate theretofore representing any Company Common Shares (each, a “Certificate”) or non-certificated Company Common Shares represented by book-entry (“Book-Entry Shares”) shall cease to have any rights with respect thereto, except the right to receive (i) the Common Stock Consideration upon surrender of such Certificates or Book-Entry Shares in accordance with Section 2.1(c), without interest (subject to any applicable withholding Tax specified in Section 2.2); and (ii) any dividends and other distributions in accordance with Section 2.1(g). (d) Each Company Common Share owned by Parent or Merger Sub, or owned by any direct or indirect Subsidiary of any such Person, in each case immediately prior to the Effective Time, shall automatically be canceled and retired and cease to exist as of the Effective Time and no consideration shall be paid in exchange therefor. (e) Each share of 6.125% Series C Cumulative Redeemable Preferred Stock, par value $0.01 per share, of the Company (such shares, collectively, the “Company Preferred Stock”, and each, a “Company Preferred Share”, and the Company Preferred Shares collectively with the Company Common Shares, the “Company Shares”) issued and outstanding immediately prior to the Effective Time shall be converted into the right to receive the Preferred Stock Consideration and shall be canceled and cease to exist, and each holder of a certificate theretofore representing any Company Preferred Shares or non-certificated Company Preferred Shares represented by book-entry shall cease to have any rights with respect thereto, except the right to receive the Preferred Stock Consideration upon surrender of such certificates or book-entry shares.

Effect on Capital Stock. (a) At the Effective Time, subject to the provisions of this ARTICLE II, each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares of Company Common Stock owned by Parent, Merger Sub, the Company, or any wholly owned Subsidiary of the Company or of Parent) shall, by virtue of the Merger and without any action on the part of Parentthe holder thereof, Merger Sub, the Company or the holders of any of the following securities: (a) The limited liability company interests of Merger Sub issued and outstanding immediately prior to the Effective Time, all of which shall be held by Parent, shall remain outstanding as limited liability company interests of the Surviving Entity, all of which shall continue to be held by Parent. (b) Each share of common stock, par value $0.01 per share, of the Company (such shares, collectively, the “Company Common Stock”, and each, a “Company Common Share”) issued and outstanding immediately prior to the Effective Time (other than any shares of Company Common Stock to be canceled pursuant to Section 1.6(d)) shall be converted into and shall thereafter represent the right to receive an amount of Parent Common Stock equal to $41.10 plus the product of one Company Common Additional Per Share multiplied by the Common Exchange Ratio (which Common Exchange Ratio is subject to adjustment as set forth in Section 1.8) (the “Common Stock Consideration” and together with the Preferred Stock Consideration, if any, in cash, without interest (the “Merger Consideration”). (cb) All From and after the Effective Time, none of the Company Common Shares (other than Stock converted into the Merger Consideration pursuant to this ARTICLE II shall remain outstanding and such Company Common Shares to Stock shall automatically be canceled pursuant to Section 1.6(d)) shall be canceled cancelled and retired and shall cease to exist, and each holder of a certificate theretofore previously representing any such Company Common Shares Stock or shares of Company Common Stock that are in non-certificated book-entry form (eacheither case being referred to in this Agreement, to the extent applicable, as a “Certificate”) or non-certificated Company Common Shares represented by book-entry (“Book-Entry Shares”) shall thereafter cease to have any rights with respect theretoto such Securities, except the right to receive the consideration to which such holder may be entitled pursuant to this Section 2.6. (ic) If at any time during the period between the date of this Agreement and the Effective Time, any change in the outstanding shares of Securities of 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 Merger Consideration and any other similarly dependent items shall be appropriately adjusted to provide the holders of Company Common Stock Consideration upon surrender the same economic effect as contemplated by this Agreement prior to such event. Nothing in this Section 2.6(c) shall be construed to require or permit the Company to take any action that is otherwise prohibited or restricted by any other provision of such Certificates or Book-Entry Shares in accordance with Section 2.1(c), without interest (subject to any applicable withholding Tax specified in Section 2.2); and (ii) any dividends and other distributions in accordance with Section 2.1(g)this Agreement. (d) Each Company Common Share owned by Parent or Merger Sub, or owned by any direct or indirect Subsidiary of any such Person, in each case immediately prior to At the Effective Time, shall automatically all shares of Company Common Stock that are owned by Parent, Merger Sub or the Company shall, by virtue of the Merger and without any action on the part of the holder thereof, be canceled cancelled and retired and shall cease to exist as of the Effective Time and no cash or other consideration shall be paid delivered in exchange therefor. (e) Each share of 6.125% Series C Cumulative Redeemable Preferred StockAt the Effective Time, par value $0.01 per share, of the Company (such shares, collectively, the “Company Preferred Stock”, and each, a “Company Preferred Share”, and the Company Preferred Shares collectively with the Company Common Shares, the “Company Shares”) each issued and outstanding immediately prior to share of common stock of Merger Sub shall, by virtue of the Effective Time shall Merger and without any action on the part of the holder thereof, be converted into and become one fully paid and nonassessable share of common stock of the right to receive the Preferred Stock Consideration and shall be canceled and cease to exist, and each holder of a certificate theretofore representing any Company Preferred Shares or non-certificated Company Preferred Shares represented by book-entry shall cease to have any rights with respect thereto, except the right to receive the Preferred Stock Consideration upon surrender of such certificates or book-entry sharesSurviving Corporation.

Effect on Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company or the holders of any of the following securitiestheir respective stockholders: (a) The limited liability company interests of Merger Sub Each issued and outstanding immediately prior to share of common stock of Merger Sub, par value $0.01 per share (the “Merger Sub Common Stock”), shall be converted into one validly issued, fully paid and non-assessable share of common stock of the Surviving Corporation, par value $0.01 (the “Surviving Corporation Common Stock”). From and after the Effective Time, all certificates representing shares of which Merger Sub Common Stock, if any, shall be held by Parent, shall remain outstanding as limited liability company interests deemed for all purposes to represent the number of shares of Surviving Corporation Common Stock into which they were converted in accordance with the Surviving Entity, all of which shall continue to be held by Parentimmediately preceding sentence. (b) Each share Company Common Share and each Company Preferred Share that is owned by (x) Parent, Merger Sub or any other direct or indirect wholly owned Subsidiary of common stock, par value $0.01 per share, Parent or (y) the Company or any direct or indirect wholly owned Subsidiary of the Company (such including treasury shares, collectively, the “Company Common Stock”) shall automatically be cancelled and shall cease to exist, and each, a “Company Common Share”) issued and outstanding immediately prior to the Effective Time (other than any shares of Company Common Stock to be canceled pursuant to Section 1.6(d)) no consideration shall be converted into the right to receive an amount of Parent Common Stock equal to the product of one Company Common Share multiplied by the Common Exchange Ratio (which Common Exchange Ratio is subject to adjustment as set forth delivered or deliverable in Section 1.8) (the “Common Stock Consideration” and together with the Preferred Stock Consideration, the “Merger Consideration”)exchange therefor. (c) All Subject to Section 2.1(d), Section 2.1(e) and Section 2.2, each issued and outstanding Company Common Shares Share (other than Company Common Shares to be canceled pursuant to cancelled in accordance with Section 1.6(d2.1(b) and Appraisal Shares)) , shall be canceled automatically converted into the right to receive $32.00 in cash, without interest thereon and shall cease subject to existany required withholding of Taxes (the “Merger Consideration”), and each holder of a certificate theretofore representing any such certificated Company Common Shares Share and the certificate that formerly represented such Company Common Share (each, a “Certificate”) or such non-certificated Company Common Shares represented by Share in book-entry form (“Book-Entry Shares”) ), as the case may be, shall cease to have any rights with respect thereto, except thereafter represent only the right to receive (i) the Merger Consideration per Company Common Stock Consideration upon surrender Share represented thereby. For the avoidance of such Certificates or Book-Entry doubt, in addition to the Merger Consideration, immediately prior to and in connection with the Closing, holders of Company Common Shares in accordance with will receive the Special Dividend as contemplated by Section 2.1(c), without interest (subject to any applicable withholding Tax specified in Section 2.2); and (ii) any dividends and other distributions in accordance with Section 2.1(g).5.20 (d) Each Company Common Share owned by Parent or Merger SubNotwithstanding anything in this Agreement to the contrary, or owned by any direct or indirect Subsidiary if, from the date of any such Person, in each case immediately prior to this Agreement until the Effective Time, the outstanding Company Common Shares shall automatically be canceled and retired and cease to exist as have been changed into a different number of the Effective Time and no consideration shares or a different class by reason of any reclassification, stock split (including a reverse stock split), recapitalization, split-up, combination, exchange of shares, readjustment or other similar transaction, or a stock dividend or stock distribution thereon shall be paid in exchange therefordeclared with a record date within said period, the Merger Consideration and any other similarly dependent terms, as the case may be, including the Special Dividend Amount, shall be appropriately adjusted to provide the holders of Company Common Shares the same economic effect as contemplated by this Agreement prior to such event. (e) Each As of the Effective Time, each issued and outstanding share of 6.125% Series C Cumulative Redeemable A Preferred StockStock of the Company, par value $0.01 per shareshare (the “Company Series A Preferred Stock”), Series B Preferred Stock of the Company, par value $0.01 per share (the “Company Series B Preferred Stock”), Series C Preferred Stock of the Company, par value $0.01 per share (such sharesthe “Company Series C Preferred Stock”), collectivelyand Series D Preferred Stock of the Company, par value $0.01 per share (the “Company Series D Preferred Stock,” and, together with the Company Series A Preferred Stock, the Company Series B Preferred Stock and the Company Series C Preferred Stock, the “Company Preferred Stock”) shall remain issued and outstanding without variation. (f) Notwithstanding anything in this Agreement to the contrary, and each, a “Company Preferred Share”, and the Company Preferred Shares collectively with the Company Common Shares, the “Shares and shares of Company Shares”) issued and Series D Preferred Stock that are outstanding immediately prior to the Effective Time and that are held by any Person who is entitled to demand and properly demands appraisal of such shares and who has not effectively withdrawn or lost such Person’s right to appraisal of such shares (“Appraisal Shares”) pursuant to, and who complies in all respects with, Section 262 of the DGCL (“Section 262”) shall not be converted into Merger Consideration as provided in this Section 2.1, or, in the case of the Company Series D Preferred Stock, remain outstanding as contemplated by Section 2.1(e), but rather shall entitle the holders thereof only to such rights as are granted by Section 262; provided; however, if the holder of any such shares shall fail to perfect or otherwise shall waive, withdraw or lose the right to receive the Preferred Stock Consideration appraisal under Section 262, then such shares shall cease to be Appraisal Shares and shall be canceled and cease deemed to existhave been converted as of the Effective Time into, and each holder to have become exchangeable solely for, the Merger Consideration provided in this Section 2.1, or, in the case of a certificate theretofore representing the Company Series D Preferred Stock, remain outstanding as contemplated by Section 2.1(e). The Company shall provide prompt notice to Parent of any demands received by the Company for appraisal of any Company Preferred Shares or non-certificated Company Preferred Shares represented by book-entry and Parent shall cease to have any rights with respect thereto, except the right to receive participate in and direct all negotiations and Actions with respect to such demands. Prior to the Preferred Stock Consideration upon surrender Effective Time, the Company shall not, without the prior written consent of Parent, make any payment with respect to, or settle or offer or commit to settle, any such certificates demands, or book-entry sharesagree to do any of the foregoing.

Effect on Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of Parent, the holder of any shares of Company Common Stock or any shares of capital stock of Merger Sub, the Company or the holders of any of the following securities: (a) The limited liability company interests Each issued and outstanding share of capital stock of Merger Sub issued and outstanding immediately prior to the Effective Time, all of which shall be held by Parent, shall remain outstanding as limited liability company interests of the Surviving Entity, all of which shall continue to be held by Parent. (b) Each converted into and become one fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation. (b) Each share of Company Common Stock that is owned by the Company, Parent or Merger Sub shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist, and no Parent Common Stock or other consideration shall be delivered or deliverable in exchange therefor. (such sharesc) At the Effective Time, collectivelyby virtue of the Merger and without any action on the part of the Company, Merger Sub or the “holders of any securities of the Company or Merger Sub: (i) Subject to Section 2.01(c)(ii), 2.01(d) and 2.02, each issued and outstanding share (other than shares to be cancelled in accordance with Section 2.01(b) and any Appraisal Shares (to the extent provided in Section 2.01(d))) of Company Common Stock, which immediately prior to the Effective Time will be the only class of common stock of the Company then outstanding, shall thereupon be converted into and shall thereafter represent the right to receive the following consideration: (A) Each share of Company Common Stock with respect to which an election to receive a combination of stock and cash (a “Mixed Election”, ) has been effectively made and not revoked or lost pursuant to Section 2.03 (each, a “Mixed Consideration Electing Share”) and each Non-Electing Company Share shall be converted into the right to receive the combination (which combination shall hereinafter be referred to as the “Mixed Consideration”) of (x) $25.61 in cash (the “Per Share Cash Amount”) and (y) 0.6362 of a share of validly issued, fully paid and non-assessable shares of Parent Common Stock (the “Mixed Election Stock Exchange Ratio”), subject to adjustment in accordance with Section 2.01(c)(ii). (B) Each share of Company Common Stock with respect to which an election to receive only cash (a “Cash Election”) has been effectively made and not revoked or lost pursuant to Section 2.03 (each, a “Cash Electing Company Share”) shall be converted (provided that the Available Cash Election Amount equals or exceeds the Cash Election Amount) into the right to receive in cash, without interest, an amount (rounded to two decimal places) (the “Per Share Cash Election Consideration”) equal to the sum of (i) the Per Share Cash Amount plus (ii) the product of the Mixed Election Stock Exchange Ratio multiplied by the Closing Volume-Weighted Average Price; provided, however, that if (x) the product of the number of Cash Electing Company Shares and the Per Share Cash Election Consideration (such product being the “Cash Election Amount”) exceeds (y) the difference between (I) the product of the Per Share Cash Amount and the total number of shares of Company Common Stock (other than the shares to be cancelled in accordance with Section 2.01(b)) issued and outstanding immediately prior to the Effective Time minus (other than II) the product of the number of Mixed Consideration Electing Shares (including any shares of Non-Electing Company Common Stock to be canceled pursuant to Section 1.6(dShares) and the Per Share Cash Amount (such difference being the “Available Cash Election Amount”)) , then each Cash Electing Company Share shall be converted into the a right to receive (1) an amount of cash (without interest) equal to the product (rounded to two decimal places) of (p) the Per Share Cash Election Consideration and (q) a fraction, the numerator of which shall be the Available Cash Election Amount and the denominator of which shall be the Cash Election Amount (such fraction being the “Cash Fraction”) and (2) a number of validly issued, fully paid and non-assessable shares of Parent Common Stock equal to the product of (r) the Exchange Ratio and (s) one (1) minus the Cash Fraction. (C) Each share of Company Common Share multiplied by Stock with respect to which an election to receive only stock consideration (a “Stock Election”) is properly made and not revoked or lost pursuant to Section 2.03 (each, a “Stock Electing Company Share”) shall be converted (provided that the Cash Election Amount equals or exceeds the Available Cash Election Amount), into a number of shares of validly issued, fully paid and non-assessable shares of Parent Common Stock (the “Exchange Ratio (which Common Exchange Ratio is Ratio”), subject to adjustment as set forth in accordance with Section 1.82.01(c)(ii), equal to (i) the Mixed Election Stock Exchange Ratio plus (ii) the “quotient (rounded to four decimal places) of the Per Share Cash Amount divided by the Closing Volume-Weighted Average Price; provided, however, that if the Available Cash Election Amount exceeds the Cash Election Amount, then each Stock Electing Company Share shall be converted into the right to receive (1) an amount of cash (without interest) equal to the amount (rounded to two decimal places) of such excess divided by the number of Stock Electing Company Shares and (2) a number of validly issued, fully paid and non-assessable shares of Parent Common Stock Consideration” equal to the product (rounded to four decimal places) of (x) the Exchange Ratio and together with the Preferred Stock Consideration(y) a fraction, the numerator of which shall be the Per Share Cash Election Consideration minus the amount calculated in clause (1) of this paragraph and the denominator of which shall be the Per Share Cash Election Consideration. (ii) Notwithstanding anything in this Agreement to the contrary, if, from the date of this Agreement until the Effective Time, the outstanding shares of Parent Common Stock or Company Common Stock or the securities convertible into or exercisable for shares of Parent Common Stock or Company Common Stock shall have been changed into a different number of shares or a different class by reason of any reclassification, stock split (including a reverse stock split), recapitalization, split-up, combination, exchange of shares, readjustment, or other similar transaction, or a stock dividend or stock distribution thereon shall be declared with a record date within said period, the Merger Consideration and the Exchange Ratio and any other similarly dependent items, as the case may be, shall be appropriately adjusted to provide the holders of Company Common Stock the same economic effect as contemplated by this Agreement prior to such event. (iii) The shares of Parent Common Stock to be issued, and cash payable, upon the conversion of shares of Company Common Stock pursuant to this Section 2.01(c) and cash in lieu of fractional shares of Parent Common Stock as contemplated by Section 2.02(e), are referred to collectively as “Merger Consideration”). (c) All . As of the Effective Time, all such shares of Company Common Shares (other than Company Common Shares to Stock shall no longer be canceled pursuant to Section 1.6(d)) outstanding and shall automatically be canceled cancelled and retired and shall cease to exist, and each holder of a certificate theretofore representing any such shares of Company Common Stock or Company Book-Entry Shares (eacheither case being referred to in this Agreement, to the extent applicable, as a “Certificate”) or non-certificated Company Common Shares represented by book-entry (“Book-Entry Shares”) shall cease to have any rights with respect thereto, except the right to receive (i) receive, in accordance with Section 2.02, the Common Stock Merger Consideration and any other amounts therein provided, upon surrender of such Certificates or Book-Entry Shares in accordance with Section 2.1(c)Certificate, without interest (subject to any applicable withholding Tax specified in Section 2.2); and (ii) any dividends and other distributions in accordance with Section 2.1(g)interest. (d) Each Company Common Share owned by Parent or Merger Sub, or owned by any direct or indirect Subsidiary of any such Person, Notwithstanding anything in each case immediately prior this Agreement to the Effective Timecontrary, shall automatically be canceled and retired and cease to exist as of the Effective Time and no consideration shall be paid in exchange therefor. shares (e) Each share of 6.125% Series C Cumulative Redeemable Preferred Stock, par value $0.01 per share, of the Company (such shares, collectively, the “Company Preferred Stock”, and each, a “Company Preferred Share”, and the Company Preferred Shares collectively with the Company Common Shares, the “Company Appraisal Shares”) issued and of Company Common Stock that are outstanding immediately prior to the Effective Time and that are held by any Person who is entitled to demand and properly demands appraisal of such Appraisal Shares pursuant to, and who complies in all respects with, Section 262 of the DGCL (“Section 262”) shall not be converted into Merger Consideration as provided in Section 2.01(c), but rather the holders of Appraisal Shares shall be entitled to payment by the Surviving Corporation of the fair market value of such Appraisal Shares in accordance with Section 262; provided, however, that if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to receive appraisal under Section 262, then the Preferred Stock Consideration right of such holder to be paid the fair market value of such holder’s Appraisal Shares shall cease and such Appraisal Shares shall be canceled and cease deemed to existbe Mixed Consideration Electing Shares that have been converted as of the Effective Time into, and each holder of a certificate theretofore representing any Company Preferred Shares or non-certificated Company Preferred Shares represented by book-entry shall cease to have any rights with respect thereto, except become exchangeable solely for the right to receive receive, Merger Consideration as provided in Section 2.01(c). The Company shall serve prompt notice to Parent of any demands received by the Preferred Stock Consideration upon surrender Company for appraisal of any shares of Company Common Stock, and Parent shall have the right to participate in and direct all negotiations and Proceedings with respect to such certificates demands. Prior to the Effective Time, the Company shall not, without the prior written consent of Parent, make any payment with respect to, or book-entry sharessettle or offer to settle, any such demands, or agree to do any of the foregoing.

Effect on Capital Stock. At the Effective Time, Time by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company holder or the holders of any of the following securitiesthereof: (a) The limited liability company interests of Merger Sub issued and outstanding immediately prior to the Effective Time, all of which shall be held by Parent, shall remain outstanding as limited liability company interests of the Surviving Entity, all of which shall continue to be held by Parent. (b) Each share of common stock, par value $0.01 per share, of the Company (such shares, collectively, the “Company Common Stock”, and each, a “Company Common Share”) Stock issued and outstanding immediately prior to the Effective Time (other than any shares of Company Common Stock to owned or held by Parent, Merger Sub, the Company, or any direct or indirect wholly owned Subsidiary of Parent or the Company, all of which shall be canceled pursuant to as provided in Section 1.6(d)1.8(c) hereof, and other than any Dissenting Shares) shall be converted into the right to receive an amount the number of fully paid and nonassessable shares of Parent Common Stock equal to the quotient of (x) the product of one (A) the number of shares of Parent Common Stock outstanding, on a fully diluted basis, as of the Closing and (B) two, divided by (y) the number of shares of Company Common Share multiplied by Stock outstanding as of the Common Exchange Ratio (which Common Exchange Ratio is subject to adjustment as set forth in Section 1.8) Closing (the “Common Stock Consideration” and together Exchange Ratio”), subject to Section 2.4 hereof with the Preferred Stock Consideration, respect to fractional shares (the “Merger Consideration”). (cb) All shares of Company Common Shares Stock (other than Company Common Shares shares referred to in Section 1.8(c) and (e) hereof) shall cease to be canceled pursuant to Section 1.6(d)) outstanding and shall be canceled and retired and shall cease to exist, and each holder of a certificate theretofore representing which immediately prior to the Effective Time represented any such shares of Company Common Shares Stock (each, a “Certificate”) or non-certificated Company Common Shares represented by book-entry (“Book-Entry Shares”) shall thereafter cease to have any rights with respect theretoto such shares of Company Common Stock, except the right to receive (i) the Common Stock applicable Merger Consideration and any dividends or other distributions to which holders become entitled, all in accordance with Article II, upon the surrender of such Certificates Certificate. (c) Each share of Company Common Stock issued and owned or Book-Entry Shares held by Parent, Merger Sub, the Company or any direct or indirect wholly owned Subsidiary of Parent or the Company at the Effective Time shall, by virtue of the Merger, cease to be outstanding and shall be canceled and retired and no Merger Consideration or other consideration shall be delivered in accordance with Section 2.1(c), without interest (subject to any applicable withholding Tax specified in Section 2.2); and (ii) any dividends and other distributions in accordance with Section 2.1(g)exchange therefor. (d) Each Company Common Share owned by Parent or Merger Sub, or owned by any direct or indirect Subsidiary of any such Person, in each case immediately prior to the Effective Time, shall automatically be canceled and retired and cease to exist as of the Effective Time and no consideration shall be paid in exchange therefor. (e) Each share of 6.125% Series C Cumulative Redeemable Preferred Stock, par value $0.01 per share, common stock of the Company (such shares, collectively, the “Company Preferred Stock”, and each, a “Company Preferred Share”, and the Company Preferred Shares collectively with the Company Common Shares, the “Company Shares”) Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into one share of common stock of the Surviving Company. (e) Notwithstanding anything in this Agreement to the contrary, shares of Company Common Stock that are issued and outstanding immediately prior to the Effective Time and that are owned by stockholders that have properly perfected their rights of appraisal within the meaning of Section 262 of the DGCL (the “Dissenting Shares”) shall not be converted into the right to receive the Preferred Merger Consideration, unless and until such stockholders shall have failed to perfect or shall have effectively withdrawn or lost any available right of appraisal under applicable law, but, instead, the holders thereof shall be entitled to payment of the appraised value of such Dissenting Shares in accordance with Section 262 of the DGCL. If any such holder shall have failed to perfect or shall have effectively withdrawn or lost such right of appraisal, the shares of Company Common Stock Consideration held by such stockholder shall not be deemed Dissenting Shares for purposes of this Agreement and shall thereupon be canceled and cease to exist, and each holder of a certificate theretofore representing any Company Preferred Shares or non-certificated Company Preferred Shares represented by book-entry shall cease deemed to have been converted into the Merger Consideration at the Effective Time in accordance with Section 1.8(a) hereof. (f) If prior to the Effective Time, Parent or the Company, as the case may be, should split, combine or otherwise reclassify the Parent Common Stock or the Company Common Stock, or pay a stock dividend or other stock distribution in Parent Common Stock or Company Common Stock, as applicable, or otherwise change the Parent Common Stock or Company Common Stock into any rights with other securities, or make any other such stock dividend or distribution in capital stock (or securities convertible into or exchangeable for capital stock) of Parent or the Company in respect theretoof the Parent Common Stock or the Company Common Stock, except respectively, then the right Exchange Ratio and any other number or amount contained herein which is based upon the number of shares of Company Common Stock or Parent Common Stock, as the case may be, will be appropriately adjusted to receive the Preferred Stock Consideration upon surrender of reflect such certificates split, combination, dividend or book-entry sharesother distribution or change.

Effect on Capital Stock. At As of the Effective Time, by virtue of the Merger and without any action on the part of CCI, Parent, Merger Sub, the Company Sub or the holders of any shares of the following securitiesCCI Common Stock or any shares of capital stock of Merger Sub: (a) The limited liability company interests Each share of CCI Common Stock that is owned by Parent or any Subsidiary of Parent (including Merger Sub issued Sub) or of CCI (together, in each case, with the associated Right), shall automatically be cancelled and outstanding immediately prior retired and shall cease to the Effective Time, all of which exist and no consideration shall be held by Parent, shall remain outstanding as limited liability company interests of the Surviving Entity, all of which shall continue to be held by Parentdelivered in exchange therefor. (b) Each Except as otherwise provided herein, each issued and outstanding share of common stock, par value $0.01 per share, of the Company (such shares, collectively, the “Company CCI Common Stock”, and each, a “Company Common Share”) Stock issued and outstanding immediately prior to the Effective Time (other than any shares of Company Common Stock to be canceled pursuant to cancelled in accordance with Section 1.6(d1.8(a) and Dissenting Shares (as defined below)) together with the associated Right shall be converted into the right to receive an amount of Parent Common Stock equal to $31 per share in cash, plus interest thereon for the product period commencing on the date of one Company Common Share multiplied by this Agreement until, but not including, the Common Exchange Ratio Closing Date at a rate of eight percent (which Common Exchange Ratio is subject to adjustment as set forth in Section 1.88%) per annum compounded daily calculated on the basis of a 360-day year for the actual number of days elapsed (the “Common Stock Consideration” and together with the Preferred Stock Consideration, the “"Merger Consideration”"). (c) All Company As of the Effective Time, all shares of CCI Common Shares Stock (other than Company Common Shares and the associated Rights) issued and outstanding immediately prior to the Effective Time shall no longer be canceled pursuant to Section 1.6(d)) outstanding and shall automatically be canceled cancelled and retired and shall cease to exist, and each holder of a certificate theretofore representing any Company such shares of CCI Common Shares Stock (each, a “Certificate”) or non-certificated Company Common Shares represented by book-entry (“Book-Entry Shares”and the associated Rights) shall cease to have any rights with respect thereto, except (i) the right to receive (i) the Common Stock Consideration cash to be paid in consideration therefor upon surrender of such Certificates or Book-Entry Shares certificate in accordance with Section 2.1(c)Article II, without interest (subject to any applicable withholding Tax specified in Section 2.2); and or (ii) in the case of Dissenting Shares, any dividends and other distributions in accordance with Section 2.1(g)rights under Article 113 of the CBCA. (d) Each Company Common Share owned by Parent or Merger Sub, or owned by any direct or indirect Subsidiary of any such Person, in each case immediately prior to the Effective Time, shall automatically be canceled and retired and cease to exist as of the Effective Time and no consideration shall be paid in exchange therefor. (e) Each share of 6.125% Series C Cumulative Redeemable Preferred Stockcommon, par value $0.01 per share, preferred or other capital stock of the Company (such shares, collectively, the “Company Preferred Stock”, and each, a “Company Preferred Share”, and the Company Preferred Shares collectively with the Company Common Shares, the “Company Shares”) Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into one validly issued, fully paid and nonassessable share of identical common, preferred or other capital stock of the right to receive the Preferred Stock Consideration and shall be canceled and cease to exist, and each holder of a certificate theretofore representing any Company Preferred Shares or non-certificated Company Preferred Shares represented by book-entry shall cease to have any rights with respect thereto, except the right to receive the Preferred Stock Consideration upon surrender of such certificates or book-entry sharesSurviving Corporation.

Effect on Capital Stock. (a) At the Effective Time, by virtue of the Merger and without any further action on the part of Parent, Merger Sub, the Company or the holders any holder of any of the following securities: (ai) The limited liability company interests subject to Section 2.01(c), each share of Company Common Stock that is issued and outstanding immediately prior to the Effective Time (other than Dissenting Shares and shares to be canceled in accordance with Section 2.01(a)(ii) ) shall be converted into the right to receive the Offer Price net to the seller in cash, without interest (the “ Merger Consideration ”), subject to any withholding of Tax pursuant to Section 2.02(b) or Section 2.02(g); (ii) each share of Company Common Stock that immediately prior to the Effective Time is owned by Parent, Merger Sub, the Company (as treasury stock or otherwise) or any of their respective Subsidiaries shall be canceled without any consideration being exchanged therefor; and (iii) each share of common stock, par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time, all of which Time shall be held by Parentconverted into and become one validly issued, shall remain outstanding as limited liability company interests of the Surviving Entity, all of which shall continue to be held by Parent. (b) Each fully paid and nonassessable share of common stock, par value $0.01 per share, of the Company Surviving Entity. (such shares, collectively, b) All of the “Company Common Stock”, and each, a “Company Common Share”) issued and outstanding immediately prior to the Effective Time (other than any shares of Company Common Stock to be canceled pursuant to Section 1.6(d)) shall be converted into the right to receive an amount of Parent Common Stock equal to the product of one Company Common Share multiplied by the Common Exchange Ratio (which Common Exchange Ratio is subject to adjustment as set forth in Section 1.8) (the “Common Stock Consideration” and together with the Preferred Stock Consideration, the “Merger Consideration”). (c) All Company Common Shares (other than Company Common Shares to be canceled Consideration pursuant to Section 1.6(d)) this Article II shall no longer be outstanding, and shall automatically be canceled and shall cease to exist, as of the Effective Time, and each holder of a certificate theretofore representing any Company Common Shares (each, a ““ Certificate”) or non-certificated Company Common Shares represented by book-book- entry share (“each, a “ Book-Entry SharesShare ”) shall cease to have previously representing any rights with respect thereto, except the right to receive (i) the such shares of Company Common Stock Consideration upon surrender of such Certificates or Book-Entry Shares in accordance with Section 2.1(c), without interest (subject to any applicable withholding Tax specified in Section 2.2); and (ii) any dividends and other distributions in accordance with Section 2.1(g). (d) Each Company Common Share owned by Parent or Merger Sub, or owned by any direct or indirect Subsidiary of any such Person, in each case immediately prior to the Effective Time, shall automatically be canceled and retired and cease to exist as of the Effective Time and no consideration shall be paid in exchange therefor. (e) Each share of 6.125% Series C Cumulative Redeemable Preferred Stock, par value $0.01 per share, of the Company (such shares, collectively, the “Company Preferred Stock”, and each, a “Company Preferred Share”, and the Company Preferred Shares collectively with the Company Common Shares, the “Company Shares”) issued and outstanding immediately prior to the Effective Time shall be converted into thereafter represent only the right to receive the Preferred Merger Consideration into which the shares of Company Common Stock represented by such Certificate or Book-Entry Share shall have been converted pursuant to this Section 2.01. (c) If, between the date of this Agreement and the Effective Time, the outstanding shares of Company Common Stock shall have been increased, decreased, changed into or exchanged for a different number or kind of shares or securities as a result of a reorganization, recapitalization, reclassification, stock dividend, stock split, reverse stock split or other similar change in capitalization, the Merger Consideration and shall be canceled appropriately and cease proportionately adjusted to existreflect such reorganization, and each holder of a certificate theretofore representing any Company Preferred Shares recapitalization, reclassification, stock dividend, stock split, reverse stock split or non-certificated Company Preferred Shares represented by book-entry shall cease to have any rights with respect thereto, except the right to receive the Preferred Stock Consideration upon surrender of such certificates or book-entry sharesother similar change in capitalization.

Effect on Capital Stock. (a) At the Effective Time by virtue of the Merger and without any action on the part of any party or holder of any of their securities, subject to the other provisions of this Article 1 and Section 2.1, each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (excluding any Excluded Shares and any Dissenting Shares) shall, by virtue of this Agreement and without any action on the part of the holder thereof, be converted into and exchangeable for the right to receive the following consideration (the “Merger Consideration”): the combination of (x) $20.00 (the “Per Share Cash Consideration”) and (y) 1.932 shares of validly issued, fully paid and non-assessable shares of Parent Common Stock (the “Per Share Stock Consideration” or the “Exchange Ratio”), subject to adjustment in accordance with Section 1.6(c). (b) All of the shares of Company Common Stock converted into the Merger Consideration pursuant to this Article 1 shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and each holder of a certificate (each, a “Certificate”) previously representing any such shares of Company Common Stock or non-certificated shares represented by book entry (“Book Entry Shares”) shall thereafter cease to have any rights with respect to such securities, except the right to receive (i) the Merger Consideration, (ii) any dividends and other distributions in accordance with Section 2.1(c), and (iii) any cash to be paid in lieu of any fractional share of Parent Common Stock in accordance with Section 2.1(e). Each Dissenting Share, whether represented by a certificate or book-entry, shall thereafter represent only the right to receive the payments described in Section 1.8. (c) If, between the date of this Agreement and the Effective Time, the shares of Parent Common Stock or Company Common Stock shall be changed or proposed to be changed into a different number or class of shares by reason of the occurrence of or record date with respect to any reclassification, recapitalization, split-up, combination, exchange of shares or similar readjustment, in any such case within such period, or a stock dividend thereon shall be declared with a record date within such period, appropriate adjustments shall be made to the Per Share Stock Consideration. (d) At the Effective Time, all shares of Company Common Stock that are owned directly or indirectly by Parent, Merger Sub, Second Merger Sub or the Company or any of their respective Subsidiaries shall be cancelled and shall cease to exist and no stock of Parent, cash or other consideration shall be delivered in exchange therefore (all such shares, the “Excluded Shares”). All shares of Parent Common Stock that are owned by the Company or any of its Subsidiaries shall become authorized unissued stock of Parent. (e) At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Subany holder thereof, the Company or the holders shares of any of the following securities: (a) The limited liability company interests common stock of Merger Sub issued and outstanding immediately prior to the Effective TimeTime shall, all in the aggregate, be converted into and become 26,000,000 validly issued, fully paid and nonassessable shares of which shall be held by Parent, shall remain outstanding as limited liability company interests common stock of the Surviving Entity, all of which shall continue to be held by ParentCompany. (bf) Each At the Second Merger Effective Time, by virtue of the Second Merger and without any action on the part of any holder thereof, (i) each share of common stock, par value $0.01 0.0001 per share, of the Company (such sharesCompany, collectivelyas the Surviving Company, the “Company Common Stock”, and each, a “Company Common Share”) issued and outstanding immediately prior to the Second Merger Effective Time (other than any shares of Company Common Stock to be canceled pursuant to Section 1.6(d)) shall be converted into and become one validly issued, fully paid and nonassessable limited liability company interest of Second Merger Sub, as the right to receive an amount of Parent Common Stock equal to the product of one Company Common Share multiplied by the Common Exchange Ratio (which Common Exchange Ratio is subject to adjustment as set forth in Section 1.8) (the “Common Stock Consideration” and together with the Preferred Stock Considerationnew Surviving Company, the “Merger Consideration”). (c) All Company Common Shares (other than Company Common Shares to be canceled pursuant to Section 1.6(d)) shall be canceled and shall cease to existconstitute the only outstanding limited liability company interests of the Surviving Company, and each holder of a certificate theretofore representing any Company Common Shares (each, a “Certificate”) or non-certificated Company Common Shares represented by book-entry (“Book-Entry Shares”) shall cease to have any rights with respect thereto, except the right to receive (i) the Common Stock Consideration upon surrender of such Certificates or Book-Entry Shares in accordance with Section 2.1(c), without interest (subject to any applicable withholding Tax specified in Section 2.2); and (ii) any dividends and other distributions in accordance with Section 2.1(g). (d) Each Company Common Share owned by Parent or each limited liability company interest of Second Merger Sub, or owned by any direct or indirect Subsidiary of any such Person, in each case immediately prior to the Effective Time, shall automatically be canceled and retired and cease to exist as of the Effective Time and no consideration shall be paid in exchange therefor. (e) Each share of 6.125% Series C Cumulative Redeemable Preferred Stock, par value $0.01 per share, of the Company (such shares, collectively, the “Company Preferred Stock”, and each, a “Company Preferred Share”, and the Company Preferred Shares collectively with the Company Common Shares, the “Company Shares”) Sub issued and outstanding immediately prior to the Second Merger Effective Time shall be converted into the right to receive the Preferred Stock Consideration and shall be canceled and cease to exist, and each holder of a certificate theretofore representing any Company Preferred Shares or non-certificated Company Preferred Shares represented by book-entry shall cease to have any rights with respect thereto, except the right to receive the Preferred Stock Consideration upon surrender of such certificates or book-entry sharescanceled.

Effect on Capital Stock. (a) At the Effective Time by virtue of the Merger and without any action on the part of the holder thereof, each share of PNU Common Stock issued and outstanding immediately prior to the Effective Time (other than shares of PNU Common Stock owned by Monsanto or Merger Sub or held by PNU, all of which shall be canceled as provided in Section 1.8(d)) shall be converted into the right to receive 1.19 shares (the "Exchange Ratio") of Monsanto Common Stock (together with any cash in lieu of fractional shares of Monsanto Common Stock to be paid pursuant to Section 2.5, the "Common Merger Consideration"). (b) At the Effective Time, by virtue of the Merger and without any action on the part of Parentthe holder thereof, each share of PNU Convertible Preferred Stock issued and outstanding immediately prior to the Effective Time shall, except as provided in Section 1.11 with respect to shares of PNU Convertible Preferred Stock as to which appraisal rights have been exercised, be converted into the right to receive one share of Monsanto Convertible Preferred Stock (the "Preferred Merger SubConsideration" and together with the Common Merger Consideration, the Company or "Merger Consideration"). Monsanto shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Monsanto Common Stock for delivery upon conversion of the Monsanto Convertible Preferred Stock. (c) As a result of the Merger and without any action on the part of the holders thereof, at the Effective Time, all shares of PNU Common Stock and PNU Convertible Preferred Stock shall cease to be outstanding and shall be canceled and retired and shall cease to exist, and each holder of a certificate or certificates which immediately prior to the Effective Time represented any such shares of PNU Common Stock ("Common Certificates") or of PNU Convertible Preferred Stock ("Preferred Certificates" and together with the Common Certificates, the "Certificates") shall thereafter cease to have any rights with respect to such shares of PNU Common Stock or PNU Convertible Preferred Stock, respectively, except as provided herein or by law. (d) Each share of PNU Common Stock issued and owned or held by Monsanto or any of its Subsidiaries or PNU or any of its Subsidiaries at the following securities:Effective Time shall, by virtue of the Merger, cease to be outstanding and shall be canceled and retired and no stock of Monsanto or other consideration shall be delivered in exchange therefor. (ae) The limited liability company interests Each share of common stock of Merger Sub issued and outstanding immediately prior to the Effective Time, all of which shall be held by Parent, shall remain issued, outstanding and unchanged as limited liability company interests validly issued, fully paid and nonassessable shares of common stock of the Surviving Entity, all of which shall continue to be held by Parent. (b) Each share of common stock, par value $0.01 per share, of the Company (such shares, collectively, the “Company Common Stock”, and each, a “Company Common Share”) issued and outstanding immediately prior to the Effective Time (other than any shares of Company Common Stock to be canceled pursuant to Section 1.6(d)) shall be converted into the right to receive an amount of Parent Common Stock equal to the product of one Company Common Share multiplied by the Common Exchange Ratio (which Common Exchange Ratio is subject to adjustment as set forth in Section 1.8) (the “Common Stock Consideration” and together with the Preferred Stock Consideration, the “Merger Consideration”). (c) All Company Common Shares (other than Company Common Shares to be canceled pursuant to Section 1.6(d)) shall be canceled and shall cease to exist, and each holder of a certificate theretofore representing any Company Common Shares (each, a “Certificate”) or non-certificated Company Common Shares represented by book-entry (“Book-Entry Shares”) shall cease to have any rights with respect thereto, except the right to receive (i) the Common Stock Consideration upon surrender of such Certificates or Book-Entry Shares in accordance with Section 2.1(c), without interest (subject to any applicable withholding Tax specified in Section 2.2); and (ii) any dividends and other distributions in accordance with Section 2.1(g). (d) Each Company Common Share owned by Parent or Merger Sub, or owned by any direct or indirect Subsidiary of any such Person, in each case immediately prior to the Effective Time, shall automatically be canceled and retired and cease to exist Corporation as of the Effective Time and no consideration shall be paid in exchange thereforTime. (e) Each share of 6.125% Series C Cumulative Redeemable Preferred Stock, par value $0.01 per share, of the Company (such shares, collectively, the “Company Preferred Stock”, and each, a “Company Preferred Share”, and the Company Preferred Shares collectively with the Company Common Shares, the “Company Shares”) issued and outstanding immediately prior to the Effective Time shall be converted into the right to receive the Preferred Stock Consideration and shall be canceled and cease to exist, and each holder of a certificate theretofore representing any Company Preferred Shares or non-certificated Company Preferred Shares represented by book-entry shall cease to have any rights with respect thereto, except the right to receive the Preferred Stock Consideration upon surrender of such certificates or book-entry shares.

Effect on Capital Stock. At (a) Each share of Company Common Stock issued and outstanding immediately prior to the Effective TimeTime (other than any Cancelled Shares and Dissenting Shares) shall, by virtue of the Merger this Agreement and without any action on the part of the Company, Parent or Merger Sub or the holders of any shares of Company Common Stock, be automatically converted into and shall thereafter represent the right to receive, upon the terms and subject to the conditions set forth in this Agreement, (i) such fraction of a validly issued, fully-paid and non-assessable share of Parent Common Stock (the “Exchange Ratio”) equal to the quotient obtained by dividing (A) the sum of the Aggregate Stock Consideration and the Incremental Deemed Stock Consideration by (B) the Aggregate Company Shares Deemed Outstanding (the “Per Share Stock Consideration”) and (ii) the Per Share Cash Consideration (together with the Per Share Stock Consideration, the “Merger Consideration”). (b) From and after the Effective Time, all of the shares of Company Common Stock converted into the right to receive the Merger Consideration pursuant to this Article IV 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, upon the terms and subject to the conditions set forth in this Agreement, (i) the Merger Consideration, (ii) any dividends and other distributions in accordance with Section 4.2(h) and (iii) any cash to be paid in lieu of any fractional share of Parent Common Stock in accordance with Section 4.3. (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 Parent 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, or any similar event, the Exchange Ratio, the Per Share Cash Consideration and any number or amount contained herein which is based on the price of Parent Common Stock or the number of shares of Parent Common Stock, as the case may be, shall be appropriately adjusted to reflect such reclassification, recapitalization, stock split or combination, exchange or readjustment of shares, stock dividend thereon or similar event and provide to the holders of Company Common Stock as of immediately prior to the Effective Time the same economic effect as contemplated by this Agreement prior to such event (it being understood that, notwithstanding anything in this Agreement to the contrary, unless any such event described in this Section 4.1(c) has occurred that would require an adjustment pursuant to this Section 4.1(c), in no event shall Parent be obligated to issue any shares of Parent Common Stock in excess of the Aggregate Stock Consideration in connection with the Merger). (d) At the Effective Time, all shares of Company Common Stock that are owned by Parent, Merger Sub, any Subsidiary of Parent or Merger Sub, or held in treasury of the Company or owned by the holders of Company or any Subsidiary of the following securities:Company (the “Cancelled Shares”) shall be automatically cancelled and retired without any conversion thereof and shall cease to exist and no payment shall be made in respect thereof. (ae) The limited liability company interests Each issued and outstanding share of common stock, par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time, all of which Time shall be held by Parentconverted into and become one (1) validly issued, shall remain outstanding as limited liability company interests of the Surviving Entity, all of which shall continue to be held by Parent. (b) Each fully-paid and non-assessable share of common stock, par value $0.01 per share, of the Company (such shares, collectively, the “Company Common Stock”, and each, a “Company Common Share”) issued and outstanding immediately prior to the Effective Time (other than any shares of Company Common Stock to be canceled pursuant to Section 1.6(d)) shall be converted into the right to receive an amount of Parent Common Stock equal to the product of one Company Common Share multiplied by the Common Exchange Ratio (which Common Exchange Ratio is subject to adjustment as set forth in Section 1.8) (the “Common Stock Consideration” and together with the Preferred Stock Consideration, the “Merger Consideration”)Surviving Corporation. (c) All Company Common Shares (other than Company Common Shares to be canceled pursuant to Section 1.6(d)) shall be canceled and shall cease to exist, and each holder of a certificate theretofore representing any Company Common Shares (each, a “Certificate”) or non-certificated Company Common Shares represented by book-entry (“Book-Entry Shares”) shall cease to have any rights with respect thereto, except the right to receive (i) the Common Stock Consideration upon surrender of such Certificates or Book-Entry Shares in accordance with Section 2.1(c), without interest (subject to any applicable withholding Tax specified in Section 2.2); and (ii) any dividends and other distributions in accordance with Section 2.1(g). (d) Each Company Common Share owned by Parent or Merger Sub, or owned by any direct or indirect Subsidiary of any such Person, in each case immediately prior to the Effective Time, shall automatically be canceled and retired and cease to exist as of the Effective Time and no consideration shall be paid in exchange therefor. (e) Each share of 6.125% Series C Cumulative Redeemable Preferred Stock, par value $0.01 per share, of the Company (such shares, collectively, the “Company Preferred Stock”, and each, a “Company Preferred Share”, and the Company Preferred Shares collectively with the Company Common Shares, the “Company Shares”) issued and outstanding immediately prior to the Effective Time shall be converted into the right to receive the Preferred Stock Consideration and shall be canceled and cease to exist, and each holder of a certificate theretofore representing any Company Preferred Shares or non-certificated Company Preferred Shares represented by book-entry shall cease to have any rights with respect thereto, except the right to receive the Preferred Stock Consideration upon surrender of such certificates or book-entry shares.

Effect on Capital Stock. (a) At the Effective Time, as a result of the Merger and without any action on the part of the holder thereof, each share of common stock, par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time, shall be converted into one validly issued, fully paid and non-assessable share of common stock, par value $0.01 per share, of the Surviving Corporation. (b) At the Effective Time, by virtue of the Merger and without any action on the part of Parentthe holder thereof, Merger Sub, the Company or the holders of any of the following securities: (a) The limited liability company interests of Merger Sub issued and outstanding immediately prior to the Effective Time, all of which shall be held by Parent, shall remain outstanding as limited liability company interests of the Surviving Entity, all of which shall continue to be held by Parent. (b) Each each share of common stock, par value $0.01 per share, of the Company (such shares, collectively, the “Company Common Stock”, and each, a “Company Common Share”) issued and outstanding immediately prior to the Effective Time (other than including any Company Restricted Stock which has become vested and converted into unrestricted Company Common Stock pursuant to Section 1.9(b), but excluding any shares of Company Common Stock to held directly or indirectly by the Company, all of which shall be canceled pursuant to as provided in Section 1.6(d1.8(d)) ), shall be converted into and shall thereafter represent the right to receive an amount 0.3291 (such ratio, as may be adjusted pursuant to Section 1.11, the “Exchange Ratio”) of a validly issued, fully paid and non-assessable share of Parent Common Stock equal to the product (collectively with any shares of one Company Common Share multiplied by the Common Exchange Ratio (which Common Exchange Ratio is subject to adjustment as set forth in Section 1.8) (the “Parent Common Stock Consideration” and together with the Preferred Stock Considerationto be issued pursuant to Section 2.4, the “Merger Consideration”). (c) All As a result of the Merger and without any action on the part of the holders thereof, at the Effective Time, all shares of outstanding Company Common Shares (other than Company Common Shares Stock shall cease to be canceled pursuant to Section 1.6(d)) outstanding and shall be canceled and retired and shall cease to exist, and each holder of a certificate theretofore representing any or certificates which immediately prior to the Effective Time represented shares of Company Common Shares Stock (each, a the “CertificateCertificates”) or non-certificated Company Common Shares represented by book-entry shares which immediately prior to the Effective Time represented shares of Company Common Stock (the “Book-Entry Shares”) shall thereafter cease to have any rights with respect thereto, except the right to receive (i) the such shares of Company Common Stock Consideration upon surrender of such Certificates except as provided herein or Book-Entry Shares in accordance with Section 2.1(c), without interest (subject to any applicable withholding Tax specified in Section 2.2); and (ii) any dividends and other distributions in accordance with Section 2.1(g)by Law. (d) Each share of Company Common Share Stock owned by Parent Parent, Merger Sub or Merger Sub, any of their Subsidiaries or owned held by the Company or any direct or indirect Subsidiary of its Subsidiaries (including any such Person, shares held in each case immediately prior to the treasury of the Company) at the Effective TimeTime shall, by virtue of the Merger, cease to be outstanding and shall automatically be canceled and retired and cease to exist as no stock of the Effective Time and no Parent or other consideration shall be paid delivered in exchange therefor. (e) Each share of 6.125% Series C Cumulative Redeemable Preferred Stock, par value $0.01 per share, of the Company (such shares, collectively, the “Company Preferred Stock”, and each, a “Company Preferred Share”, and the Company Preferred Shares collectively with the Company Common Shares, the “Company Shares”) issued and outstanding immediately prior to the Effective Time shall be converted into the right to receive the Preferred Stock Consideration and shall be canceled and cease to exist, and each holder of a certificate theretofore representing any Company Preferred Shares or non-certificated Company Preferred Shares represented by book-entry shall cease to have any rights with respect thereto, except the right to receive the Preferred Stock Consideration upon surrender of such certificates or book-entry shares.

Effect on Capital Stock. (a) At the Effective Time, subject to the other provisions of Articles I and II, each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares of Company Common Stock to be canceled pursuant to Section 1.4(d) and except for any Dissenting Shares or any shares of Company Common Stock covered under Section 1.6) shall, by virtue of the Merger this Agreement and without any action on the part of the holder thereof, be converted into and shall thereafter represent the right to receive the following consideration (collectively, the “Merger Consideration”): (x) $16.25 in cash, without interest (the “Per Share Cash Amount”) and (y) 0.3869 of a share of validly issued, fully paid and non-assessable shares of Parent Common Stock (the “Exchange Ratio”). (b) From and after the Effective Time, all of the shares of Company Common Stock converted into the right to receive the Merger Consideration pursuant to this Article I shall no longer be outstanding and shall automatically be cancelled 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 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, (ii) any dividends or other distributions with a record date prior to the Effective Time which have been declared by the Company in accordance with this Agreement and which remain unpaid at the Effective Time, and any dividends and other distributions in accordance with Section 2.1(f) and (iii) any cash to be paid in lieu of any fractional share of Parent Common Stock in accordance with Section 2.2. (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 Parent 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 Merger Consideration, 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; provided that (i) nothing in this Section 1.4 shall be construed to permit the Company or Parent 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 Exchange Ratio. (d) At the Effective Time, all shares of Company Common Stock that are owned by Parent, Merger SubSubsidiary 1, Merger Subsidiary 2 or the Company or the holders of any of their respective direct or indirect wholly-owned Subsidiaries (the following securities:“Cancelled Shares”) shall be cancelled and retired and shall cease to exist and no stock of Parent, cash or other consideration shall be delivered in exchange therefor. For the avoidance of doubt, this Section 1.4(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 pursuant to a Company Benefit Plan (as such term is defined in Section 3.15). (ai) The limited liability company interests At the Effective Time, each issued and outstanding share of common stock, par value $0.01 per share, of Merger Sub Subsidiary 1 issued and outstanding immediately prior to the Effective Time, all of which shall be held by Parent, Time shall remain outstanding as limited liability company interests of the Surviving Entity, all of which shall continue to be held by Parent. (b) Each one fully paid and nonassessable share of common stock, par value $0.01 per share, of the Company (such shares, collectively, the “Company Common Stock”, and each, a “Company Common Share”) issued and outstanding immediately prior to the Effective Time (other than any shares of Company Common Stock to be canceled pursuant to Section 1.6(d)) shall be converted into the right to receive an amount of Parent Common Stock equal to the product of one Company Common Share multiplied by the Common Exchange Ratio (which Common Exchange Ratio is subject to adjustment as set forth in Section 1.8) (the “Common Stock Consideration” and together with the Preferred Stock Consideration, the “Merger Consideration”). (c) All Company Common Shares (other than Company Common Shares to be canceled pursuant to Section 1.6(d)) shall be canceled and shall cease to exist, and each holder of a certificate theretofore representing any Company Common Shares (each, a “Certificate”) or non-certificated Company Common Shares represented by book-entry (“Book-Entry Shares”) shall cease to have any rights with respect thereto, except the right to receive (i) the Common Stock Consideration upon surrender of such Certificates or Book-Entry Shares in accordance with Section 2.1(c), without interest (subject to any applicable withholding Tax specified in Section 2.2); First Surviving Corporation and (ii) any dividends and other distributions in accordance with Section 2.1(g). (d) Each Company Common Share owned by Parent or Merger Sub, or owned by any direct or indirect Subsidiary of any such Person, in each case immediately prior to at the Second Effective Time, shall automatically be canceled (A) each issued and retired and cease to exist as of the Effective Time and no consideration shall be paid in exchange therefor. (e) Each outstanding share of 6.125% Series C Cumulative Redeemable Preferred Stockcommon stock, par value $0.01 per share, of the Company First Surviving Corporation shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist and no consideration shall be delivered in exchange therefor and (such sharesB) each issued and outstanding share of common stock, collectivelypar value $0.01 per share, the “Company Preferred Stock”, and each, a “Company Preferred Share”, and the Company Preferred Shares collectively with the Company Common Shares, the “Company Shares”) of Merger Subsidiary 2 issued and outstanding immediately prior to the Second Effective Time shall be converted into remain outstanding as one fully paid and nonassessable share of common stock, par value $0.01 per share, of the right to receive the Preferred Stock Consideration and shall be canceled and cease to exist, and each holder of a certificate theretofore representing any Company Preferred Shares or non-certificated Company Preferred Shares represented by book-entry shall cease to have any rights with respect thereto, except the right to receive the Preferred Stock Consideration upon surrender of such certificates or book-entry sharesSurviving Corporation.

Effect on Capital Stock. (a) As of the Effective Time, by virtue of the Merger and without any action on the part of the Company, Acquiror, Acquiror Sub or the holders of any shares of Common Stock of the Company, each issued and outstanding share of Common Stock prior to the Effective Time (excluding shares held by shareholders who perfect their dissenters’ rights as provided in Section 2.2(g) and shares to be cancelled pursuant to Section 2.2(f) hereof) shall be converted into the right to receive (i) for each share of Common Stock in respect of which an effective election (an “Election”) shall have been made prior to the Election Deadline, either one of the following: (x) the Per Share Stock Consideration in shares of Acquiror Common Stock, or (y) the Per Share Cash Consideration in cash, and (ii) for each share of Common Stock in respect of which no effective Election shall have been made prior to the Election Deadline for any reason (a “No Election Share”), the Per Share Stock Consideration in shares of Acquiror Common Stock. The consideration payable pursuant to this Section 2.2(a), together with cash payments in lieu of fractional shares pursuant to Section 2.2(j) plus any Contingent Shares and Contingent Cash payable in accordance with Section 2.3, is referred to herein collectively as the “Total Merger Consideration.” (b) Elections to receive either cash consideration (“Cash Election”) or shares of Acquiror Common Stock (“Share Election”) shall be made on a form acceptable to Acquiror designated for purposes of making an Election (an “Election Form”), accompanied by Certificates for shares of Common Stock to which such Election form relates. At the time of the mailing of the Information Statement or Proxy Statement to holders of record of shares of Common Stock entitled to notice of action by written consent or to vote at the Special Meeting, the Company will mail, or cause to be mailed, an Election Form and a letter of transmittal to each such holder. To be effective, an Election Form must be properly completed, signed and actually received by the Exchange Agent, not later than 5:00 p.m. (Mountain Time) on the date (the “Election Deadline”) that is the fourth Business Day prior to the first Closing Date scheduled by the Parties in accordance with Section 1.2 and, in the case of shares that are not held in book entry form, accompanied by the Certificates representing all of the shares of Common Stock as to which such Election Form relates, duly endorsed in blank or otherwise in form acceptable for transfer (or accompanied by an appropriate guarantee of delivery by an eligible organization). For shares that are held in book entry form, Acquiror shall establish reasonable procedures for the delivery of such shares. Acquiror shall have the discretion, which it may delegate in whole or in part to the Exchange Agent, to determine whether Election Forms have been properly completed, signed and timely submitted or to disregard defects in Election Forms. Any such determination of Acquiror or the Exchange Agent shall be conclusive and binding. Neither Acquiror nor the Exchange Agent shall be under any obligation to notify any Person of any defect in any Election Form submitted to the Exchange Agent. If Acquiror or the Exchange Agent shall determine that any purported Election was not properly made, the shares of Common Stock subject to such improperly made Election shall be treated as No Election Shares. A record holder shall make the same election with respect to all of the shares of Common Stock held of record by such holder. Any Election Form may be revoked by any Shareholder who submitted such Election Form to the Exchange Agent prior to the Election Deadline only upon the written consent of Acquiror. In addition, all Election Forms shall automatically be revoked, and all Certificates returned, if the Exchange Agent is notified in writing by Acquiror and Company that this Agreement has been terminated. Each No Election Share shall be treated for purposes of this Section 2.2(b) to have made an effective Share Election and receive the Per Share Stock Consideration in shares of Acquiror Common Stock. (c) At the Effective Time, each option granted by the Company under the Company’s 2004-2005 Non-Qualified Stock Option Plan (the “Company Equity Incentive Plan”), any other stock option plan or similar employee benefit plan or arrangement maintained or sponsored by the Company providing for equity compensation to any Person or otherwise pursuant to certain inducement grants to purchase Common Stock (each a “Company Option” and collectively, the “Company Options”) that is outstanding and unexercised immediately prior to the Effective Time, by virtue of the Merger and without any action on the part of the Company, Acquiror, Acquiror Sub or any of the holders thereof, shall be cancelled and terminated. Prior to the Effective Time, the Company and its Board shall take any and all actions necessary to effectuate this Section 2.2(c), including providing any notices to holders of Company Options and the approval of any amendments to the Company Equity Incentive Plan and, including, but not limited to, satisfaction of the requirements of Rule 16b-3(e) under the Exchange Act. In connection with the exercise of any Company Options, the Company shall comply with all applicable requirements relating to the collection or withholding of Taxes, such as withholding of Taxes from the wages of Employees or former Employees. Further, the Company shall ensure that following the Effective Time no participant in the Company Equity Incentive Plan or other plans, programs or arrangements or other holder of Company Options shall have any right thereunder to acquire any equity securities of the Company, the Surviving Corporation or any Subsidiary. (d) At the Effective Time, each convertible security, warrant, option or other right to purchase or to subscribe for any shares of capital stock or other securities of the Company or its Subsidiaries (including, but not limited to, all unpaid balances due under that certain 6% Exchangeable Secured Subordinated Debenture of 1212500 Alberta Ltd. due April 25, 2008) that is outstanding and unexercised immediately prior to the Effective Time (other than (i) the Company Options that are addressed in Section 2.2(c), and (ii) the conversion option of Acquiror under the Bridge Financing Facility Agreement), by virtue of the Merger and without any action on the part of the Company, Acquiror, Acquiror Sub or any of the holders thereof, shall be cancelled and terminated. Prior to the Effective Time, the Company and its Board shall take any and all actions necessary to effectuate this Section 2.2(d). Further, the Company shall ensure that following the Effective Time no holder of any convertible security, warrant, option or other right to purchase or to subscribe for any shares of capital stock or other securities of the Company or its Subsidiaries shall have any right thereunder to acquire any capital stock or other securities of the Company, the Surviving Corporation or any Subsidiary. (e) Upon the Effective Time, by virtue of the Merger and without any action on the part of the Company, Acquiror, Acquiror Sub or the holders thereof, all Common Stock and the Company Options shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and each certificate (a “Certificate”) previously representing any such Common Stock and each agreement (an “Option Agreement”) previously representing any such Company Options that are properly exercised prior to the Effective Time shall thereafter represent only the right to receive either (i) the Per Share Stock Consideration and a Pro Rata Share (as defined below) of any Contingent Shares or (ii) the Per Share Cash Consideration and a Pro Rata Share of any Contingent Cash. Payments made in respect of the Company Options that are properly exercised prior to the Effective Time shall be in full satisfaction of all obligations under the Company Equity Incentive Plan and the Option Agreements. (f) At the Effective Time, by virtue of the Merger and without any action on the part of Parentthe Company, Merger SubAcquiror, Acquiror Sub or any holder thereof, and notwithstanding any other provision hereof that may be to the contrary, all Common Stock that is owned directly by the Company (or held in the Company’s treasury) shall be canceled and shall cease to exist and no Acquiror Common Stock or other consideration shall be delivered in exchange therefor. (g) Notwithstanding any other provision hereof that may be to the contrary, any Shareholder who has not voted such shares in favor of the Merger and who has demanded or may properly demand dissenters’ rights in the manner provided by Section 92A.440 of Nevada Law (“Dissenting Shares”) shall not be converted into a right to receive a portion of the Total Merger Consideration unless and until the Effective Time has occurred and the holder of such Dissenting Shares becomes ineligible for such dissenters’ rights. The holders of Dissenting Shares shall be entitled only to such rights as are granted by Nevada Law. Each holder of Dissenting Shares who becomes entitled to payment for such shares pursuant to Nevada Law shall receive payment therefor from Acquiror in accordance with Nevada Law; provided, however, that (i) if any such holder of Dissenting Shares shall have failed to establish entitlement to dissenters’ rights as provided in Section 92A.440 of Nevada Law, (ii) if any such holder of Dissenting Shares shall have effectively withdrawn demand for appraisal of such shares or lost the right to appraisal and payment for shares under Nevada Law or (iii) if neither any holder of Dissenting Shares nor Surviving Corporation shall have filed a petition demanding a determination of the following securities: (a) The limited liability company interests value of Merger Sub issued all Dissenting Shares within the time provided under Nevada Law, such holder of Dissenting Shares shall forfeit the right to appraisal of such shares and outstanding immediately prior to each such Dissenting Share shall be treated as if it had been, as of the Effective Time, all of which shall be held by Parent, shall remain outstanding as limited liability company interests converted into a right to receive the applicable portion of the Surviving EntityTotal Merger Consideration, without interest thereon, as provided in this Section 2.2 of this Agreement. The Company shall give Acquiror prompt notice of any demands received by the Company for appraisal of any shares of Common Stock, and Acquiror shall have the right to participate in all negotiations and proceedings with respect to such demands. The Company shall not, except with the prior written consent of which shall continue Acquiror, make any payment with respect to, or settle or offer to be held by Parentsettle, any such demands, with respect to any holder of Dissenting Shares before the Effective Time. (bh) Each At the Effective Time, by virtue of the Merger and without any action on the part of the Company, Acquiror, Acquiror Sub or any holder thereof, each share of common stock, par value $0.01 0.001 per share, of the Company (such shares, collectively, the “Company Common Stock”, and each, a “Company Common Share”) issued and outstanding immediately prior to the Effective Time (other than any shares of Company Common Stock to be canceled pursuant to Section 1.6(d)) shall be converted into the right to receive an amount of Parent Common Stock equal to the product of one Company Common Share multiplied by the Common Exchange Ratio (which Common Exchange Ratio is subject to adjustment as set forth in Section 1.8) (the “Common Stock Consideration” and together with the Preferred Stock Consideration, the “Merger Consideration”). (c) All Company Common Shares (other than Company Common Shares to be canceled pursuant to Section 1.6(d)) shall be canceled and shall cease to exist, and each holder of a certificate theretofore representing any Company Common Shares (each, a “Certificate”) or non-certificated Company Common Shares represented by book-entry (“Book-Entry Shares”) shall cease to have any rights with respect thereto, except the right to receive (i) the Common Stock Consideration upon surrender of such Certificates or Book-Entry Shares in accordance with Section 2.1(c), without interest (subject to any applicable withholding Tax specified in Section 2.2); and (ii) any dividends and other distributions in accordance with Section 2.1(g). (d) Each Company Common Share owned by Parent or Merger Sub, or owned by any direct or indirect Subsidiary of any such Person, in each case immediately prior to the Effective Time, shall automatically be canceled and retired and cease to exist as of the Effective Time and no consideration shall be paid in exchange therefor. (e) Each share of 6.125% Series C Cumulative Redeemable Preferred Stock, par value $0.01 per share, of the Company (such shares, collectively, the “Company Preferred Stock”, and each, a “Company Preferred Share”, and the Company Preferred Shares collectively with the Company Common Shares, the “Company Shares”) Acquiror Sub issued and outstanding immediately prior to the Effective Time shall be converted into one fully paid and nonassessable share of common stock, par value $0.001 per share, of the right Surviving Corporation. (i) All shares of Acquiror Common Stock paid in respect of the surrender for exchange of shares of Common Stock in accordance with the terms hereof shall be deemed to receive be in full satisfaction of all rights pertaining to such shares of Common Stock. If, after the Preferred Stock Consideration and Effective Time, Certificates are presented to the Surviving Corporation for any reason, they shall be canceled and cease to existexchanged as provided in this Article. (j) Notwithstanding any other provision of this Agreement, no fractional shares of Acquiror Common Stock shall be issued upon the conversion and exchange of Certificates, and each no holder of a certificate theretofore representing any Company Preferred Shares or non-certificated Company Preferred Shares represented by book-entry Certificates shall cease to have any rights with respect thereto, except the right be entitled to receive a fractional share of Acquiror Common Stock. In the Preferred event that any holder of Common Stock Consideration upon surrender would otherwise be entitled to receive a fractional share of Acquiror Common Stock (after aggregating all shares and fractional shares of Acquiror Common Stock issuable to such certificates or book-entry sharesholder), then such holder will receive an amount of cash (rounded to the nearest whole cent) equal to the fair market value of the Acquiror Common Stock (as determined by the Acquiror) multiplied by the fraction of a share of Acquiror Common Stock to which such person would otherwise be entitled.

Effect on Capital Stock. At the MI Effective Time, by virtue of the MI Merger and without any action on the part of Parent, Merger Sub, the Company or the holders of any capital stock of the following securitiesMerger Sub or MI Corp.: (a) The limited liability company interests Each share of Merger Sub MI Common Stock issued and outstanding immediately prior to the MI Effective Time, all Time (other than shares of which MI Common Stock that are held by MI Corp. in treasury or that are owned by any Subsidiary of MI Corp.) shall be automatically converted into one-third of a fully paid and nonassessable (except to the extent provided in former Section 180.0622(2)(b) of the WBCL) share of MVT Holding Common Stock. Each share of MI Common Stock held by Parent, MI Corp. in treasury or owned by MI Corp. or any of its Subsidiaries shall remain outstanding as limited liability company interests be cancelled and shall cease to exist and no shares of the Surviving Entity, all of which stock or other consideration shall continue to be held by Parentdelivered in exchange therefor. (b) All shares of MI Common Stock converted into MVT Holding Common Stock pursuant to this Article III shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and each certificate or book-entry credit previously evidencing any such shares of MI Common Stock (an “MI Certificate”) shall thereafter evidence only rights with respect to certificates or book-entry credits (or cash in lieu of fractional shares in accordance with Section 3.6(c)) representing the number of shares of MVT Holding Common Stock into which the shares of MI Common Stock formerly evidenced by such MI Certificate have been converted pursuant to this Section 3.6. (c) No certificates for fractions of shares of MVT Holding Common Stock and no scrip or other certificates evidencing fractional interests in such shares shall be issued pursuant to Article III. If the conversion of a Person’s aggregate holdings of MI Common Stock at any time results in a fractional share of MVT Holding Common Stock or interest therein, such Person shall, in lieu thereof, be entitled to be paid cash in an amount equal to the value of such fractional share or interest based on the Closing Price of MI Common Stock on the last Business Day prior to the MI Effective Time. Any person otherwise entitled to a fractional share or interest shall not be entitled by reason thereof to any voting, dividend or other rights as a stockholder of MVT Holding. The “Closing Price” of MI Common Stock on any Business Day shall for all purposes of this Agreement be the last sale price, or the closing bid price if no sale occurred, of MI Common Stock on The New York Stock Exchange, Inc. or such other national securities exchange on which MI Common Stock is then principally traded. (d) Each share of common stock, par value $0.01 per share, of the Company Merger Sub (such shares, collectively, the “Company Merger Sub Common Stock”, and each, a “Company Common Share”) issued and outstanding immediately prior to the MI Effective Time (other than any shares of Company Common Stock to be canceled pursuant to Section 1.6(d)) shall be automatically converted into the right to receive an amount of Parent Common Stock equal one fully paid and nonassessable (except to the product of one Company Common Share multiplied by the Common Exchange Ratio (which Common Exchange Ratio is subject to adjustment as set forth extent provided in former Section 1.8180.0622(2)(b) (the “Common Stock Consideration” and together with the Preferred Stock Consideration, the “Merger Consideration”). (c) All Company Common Shares (other than Company Common Shares to be canceled pursuant to Section 1.6(d)) shall be canceled and shall cease to exist, and each holder of a certificate theretofore representing any Company Common Shares (each, a “Certificate”) or non-certificated Company Common Shares represented by book-entry (“Book-Entry Shares”) shall cease to have any rights with respect thereto, except the right to receive (i) the Common Stock Consideration upon surrender of such Certificates or Book-Entry Shares in accordance with Section 2.1(c), without interest (subject to any applicable withholding Tax specified in Section 2.2); and (ii) any dividends and other distributions in accordance with Section 2.1(g). (d) Each Company Common Share owned by Parent or Merger Sub, or owned by any direct or indirect Subsidiary of any such Person, in each case immediately prior to the Effective Time, shall automatically be canceled and retired and cease to exist as of the Effective Time and no consideration shall be paid in exchange therefor. (eWBCL) Each share of 6.125% Series C Cumulative Redeemable Preferred Stockcommon stock, par value $0.01 per share, of the Company Surviving Corporation. (such shares, collectively, the “Company Preferred Stock”, and each, a “Company Preferred Share”, and the Company Preferred Shares collectively with the Company e) Each share of MVT Holding Common Shares, the “Company Shares”) issued and outstanding Stock held by MI Corp. immediately prior to the MI Effective Time shall be converted into the right to receive the Preferred Stock Consideration cancelled and shall be canceled and cease to exist, and each holder of a certificate theretofore representing any Company Preferred Shares or non-certificated Company Preferred Shares represented by book-entry shall cease to have any rights with respect thereto, except the right to receive the Preferred Stock Consideration upon surrender of such certificates exist and no stock or book-entry sharesother consideration shall be delivered in exchange therefor.

Effect on Capital Stock. (a) At the Effective Time, Time by virtue of the Merger and without any action on the part of Parentthe holder thereof, Merger Sub, the Company or the holders each share of any of the following securities: (a) The limited liability company interests of Merger Sub Monsanto Common Stock issued and outstanding immediately prior to the Effective TimeTime (other than shares of Monsanto Common Stock owned by AHP or Merger Sub or held by Monsanto, all of which shall be held by Parent, canceled as provided in Section 1.8(c)) shall remain outstanding as limited liability company interests be converted into the right to receive 1.15 shares (the "Exchange Ratio") of the Surviving Entity, all AHP Common Stock (together with any cash in lieu of which shall continue fractional shares of AHP Common Stock to be held by Parentpaid pursuant to Section 2.5, the "Merger Consideration"). (b) As a result of the Merger and without any action on the part of the holders thereof, at the Effective Time, all shares of Monsanto Common Stock shall cease to be outstanding and shall be canceled and retired and shall cease to exist, and each holder of a certificate which immediately prior to the Effective Time represented any such shares of Monsanto Common Stock (a "Certificate") shall thereafter cease to have any rights with respect to such shares of Monsanto Common Stock, except as provided herein or by law. (c) Each share of Monsanto Common Stock issued and owned or held by AHP, Merger Sub or Monsanto at the Effective Time shall, by virtue of the Merger, cease to be outstanding and shall be canceled and retired and no stock of AHP or other consideration shall be delivered in exchange therefor. (d) Each share of common stock, par value $0.01 per share, of the Company (such shares, collectively, the “Company Common Stock”, and each, a “Company Common Share”) Merger Sub issued and outstanding immediately prior to the Effective Time (other than any shares of Company Common Stock to be canceled pursuant to Section 1.6(d)) shall be converted into the right to receive an amount of Parent Common Stock equal to the product of one Company Common Share multiplied by the Common Exchange Ratio (which Common Exchange Ratio is subject to adjustment as set forth in Section 1.8) (the “Common Stock Consideration” and together with the Preferred Stock Consideration, the “Merger Consideration”). (c) All Company Common Shares (other than Company Common Shares to be canceled pursuant to Section 1.6(d)) shall be canceled and shall cease to exist, and each holder of a certificate theretofore representing any Company Common Shares (each, a “Certificate”) or non-certificated Company Common Shares represented by book-entry (“Book-Entry Shares”) shall cease to have any rights with respect thereto, except the right to receive (i) the Common Stock Consideration upon surrender of such Certificates or Book-Entry Shares in accordance with Section 2.1(c), without interest (subject to any applicable withholding Tax specified in Section 2.2); and (ii) any dividends and other distributions in accordance with Section 2.1(g). (d) Each Company Common Share owned by Parent or Merger Sub, or owned by any direct or indirect Subsidiary of any such Person, in each case immediately prior to the Effective Time, shall automatically be canceled remain issued, outstanding and retired unchanged as validly issued, fully paid and cease to exist as nonassessable shares of the Effective Time and no consideration shall be paid in exchange therefor. (e) Each share of 6.125% Series C Cumulative Redeemable Preferred Stockcommon stock, par value $0.01 per share, of the Company (such shares, collectively, the “Company Preferred Stock”, and each, a “Company Preferred Share”, and the Company Preferred Shares collectively with the Company Common Shares, the “Company Shares”) issued and outstanding immediately prior to Surviving Corporation as of the Effective Time shall be converted into the right to receive the Preferred Stock Consideration and shall be canceled and cease to exist, and each holder of a certificate theretofore representing any Company Preferred Shares or non-certificated Company Preferred Shares represented by book-entry shall cease to have any rights with respect thereto, except the right to receive the Preferred Stock Consideration upon surrender of such certificates or book-entry sharesTime.

Effect on Capital Stock. (a) At the First Merger Effective Time, by virtue of the First Merger and without any further action: (i) Each issued and outstanding Founder Share (excluding, for the avoidance of doubt, any Forfeited Shares) will be converted into one Class B common share of the First Merger Surviving Company (each, a “First Merger Class B Share”). (ii) Each issued and outstanding Class A Share that is not a Redemption Share will be converted into one Class A common share of the First Merger Surviving Company, each of which will be, by its terms, exchangeable for a number of new Company Common Shares equal to the Exchange Ratio in accordance with this Agreement at the Company’s sole option and without further action by any holder thereof (each, a “First Merger Class A Share”). (iii) Each issued and outstanding share of capital stock of GX then held by GX (including shares held in treasury) will be canceled and retired and cease to exist, and no consideration will be delivered in exchange therefor. (iv) All of the issued and outstanding shares of capital stock of Merger Sub (other than those shares addressed by Section 2.1(a)(v) below) will be converted into one First Merger Class A Share. (v) Each issued and outstanding share of capital stock of Merger Sub then held by Xxxxxx Sub (including shares held in treasury) will be canceled and retired and cease to exist, and no consideration will be delivered in exchange therefor. (b) At the Exchange Time: (i) the Company will exercise its unilateral option to purchase each First Merger Class A Share not held by the Company from the holder thereof in exchange for a number of new Company Common Shares equal to the Exchange Ratio, with no further action required on the part of any Person, such that each holder who submits a Letter of Transmittal will do so with respect to the applicable number of Company Common Shares and not the applicable number of First Merger Class A Shares; and (ii) in connection with the First Merger, the Company shall assume the GX Warrant Agreement and enter into such amendments thereto as are necessary to give effect to the provisions of this Section 2.1(b)(ii), and each GX Warrant that is issued and outstanding immediately prior to the Exchange Time will automatically, and without any action on the part of Parentits holder, Merger Sub, be converted into one Former GX Company Warrant pursuant to and in accordance with the GX Warrant Agreement. Each Former GX Company or Warrant shall be subject to the holders of any of same terms and conditions (including exercisability terms) as were applicable to the following securities: (a) The limited liability company interests of Merger Sub issued and outstanding corresponding GX Warrant immediately prior to the Exchange Time, except to the extent such terms or conditions are rendered inoperative by the Transactions. Accordingly, effective as of the Exchange Time: (A) each Former GX Company Warrant shall be exercisable solely for Company Common Shares; (B) the number of Company Common Shares subject to each Former GX Company Warrant shall be equal to (x) the number of shares of GX Common Stock subject to the applicable GX Warrant multiplied by (y) the Exchange Ratio; and (C) the per share exercise price for the Company Common Shares issuable upon exercise of such GX Former Company Warrant shall be equal to (x) the per share exercise price for the GX Common Shares subject to the applicable GX Warrant, as in effect immediately prior to the Exchange Time, divided by (y) the Exchange Ratio, rounding the resulting exercise price down to the nearest whole cent; and (D) if the aggregate number of Company Common Shares that a holder of any Former GX Company Warrants would be entitled to receive upon any exercise of any Former GX Company Warrants would otherwise include a fraction of a Company Common Share, the Company shall, upon such exercise, round down to the nearest whole number the aggregate number of Company Common Shares to be issued to such holder as a result of the exercise of all such Former GX Company Warrants so exercised. In the event that the Class A Shares and the GX Public Warrants comprising a single GX Public Unit have not been detached so as to permit separate transferability or trading thereof prior to the First Merger Effective Time, then effective immediately prior to the First Merger Effective Time, any and all of which GX Public Units shall be held by Parentautomatically detached and broken out into their constituent parts, such that a holder of one GX Public Unit shall remain outstanding as limited liability company interests thereupon hold one Class A Share and one-third of one GX Public Warrant, and such underlying constituent securities shall be converted in accordance with Sections 2.1(a) and 2.1(b)(ii), respectively; provided, however, that if upon such detachment, a holder of GX Public Warrants would be deemed to hold a fractional GX Public Warrant, then prior to such conversion the Surviving Entity, all number of which shall continue GX Public Warrants deemed to be held by Parentsuch holder shall be rounded down to the nearest whole number. (bc) Immediately following the Exchange Time, the Contribution will occur. (d) Immediately following the Contribution Time, the Second Merger will occur. At the Second Merger Effective Time, by virtue of the Second Merger and without any further action: (i) Each share issued and outstanding First Merger Class A Share (which, for the avoidance of doubt, will be held only by Intermediate Holdco at such time) (other than those shares addressed by Section 2.1(d)(iii) below) will be converted into a number of Class A common stock, par value $0.01 per share, shares of the Company Second Merger Surviving Company, newly issued by the Second Merger Surviving Company, equal to the Exchange Ratio (such shares, collectively, the “Company Common Stock”, and each, a “Company Common Second Merger Class A Share”) issued and outstanding immediately prior to the Effective Time (other than any shares of Company Common Stock to be canceled pursuant to Section 1.6(d)) shall be converted into the right to receive an amount of Parent Common Stock equal to the product of one Company Common Share multiplied by the Common Exchange Ratio (which Common Exchange Ratio is subject to adjustment as set forth in Section 1.8) (the “Common Stock Consideration” and together with the Preferred Stock Consideration, the “Merger Consideration”). (cii) All Company Common Shares (other than Company Common Shares Each issued and outstanding First Merger Class B Share will be converted into a number of Class B common shares of the Second Merger Surviving Company, newly issued by the Second Merger Surviving Company, equal to be canceled pursuant to Section 1.6(d)) shall be canceled and shall cease to exist, and each holder of a certificate theretofore representing any Company Common Shares the Exchange Ratio (each, a “CertificateSecond Merger Class B Share”) or non-certificated ), which will be exchangeable into Company Common Shares represented by book-entry (“Book-Entry Shares”) shall cease to have any rights with respect thereto, except only upon the right to receive (i) the Common Stock Consideration upon surrender of such Certificates or Book-Entry Shares in accordance with Section 2.1(c), without interest (terms and subject to any applicable withholding Tax the conditions specified in Section 2.2); and (ii) any dividends and other distributions in accordance with Section 2.1(g)the Exchange Agreement. (diii) Each issued and outstanding First Merger Class A Share then held by First Merger Surviving Company Common Share owned by Parent or Merger Sub, or owned by any direct or indirect Subsidiary of any such Person, (including shares held in each case immediately prior to the Effective Time, shall automatically treasury) will be canceled and retired and cease to exist as of the Effective Time exist, and no consideration shall will be paid delivered in exchange therefor. (eiv) Each share of 6.125% Series C Cumulative Redeemable Preferred Stock, par value $0.01 per share, of the Company (such shares, collectively, the “Company Preferred Stock”, and each, a “Company Preferred Share”, and the Company Preferred Shares collectively with the Company Common Shares, the “Company Shares”) issued and outstanding immediately prior to the Effective Time shall share of capital stock of ECRC (other than those shares addressed by Section 2.1(d)(v) below) will be converted into a number of Second Merger Class A Shares, newly issued by the right Second Merger Surviving Company, equal to receive the Preferred Stock Consideration Second Merger Class A Ratio. (v) Each issued and shall outstanding share of capital stock of ECRC then held by ECRC (including shares held in treasury) will be canceled and retired and cease to exist, and each holder of a certificate theretofore representing any Company Preferred Shares or non-certificated Company Preferred Shares represented by book-entry shall cease to have any rights with respect thereto, except the right to receive the Preferred Stock Consideration upon surrender of such certificates or book-entry sharesno consideration will be delivered in exchange therefor.

Effect on Capital Stock. (a) At the Effective Time, by virtue each share of the Merger and without any action on the part of Parent, Merger Sub, the Company or the holders of any of the following securities: (a) The limited liability company interests common stock of Merger Sub 1 issued and outstanding immediately prior to the Effective Time, all of which Time shall be held by Parent, shall remain outstanding as limited liability company interests of the Surviving Entity, all of which shall continue to be held by Parent. (b) Each converted into one fully paid and non-assessable share of common stock, par value $0.01 per share, of the Company Surviving Corporation (such shares, collectively, the “Company "Surviving Corporation Common Stock”") and shall constitute the only Surviving Corporation Common Stock. (b) At the Effective Time, subject to the provisions of this Article I and eachArticle II, a “Company each share of New JPI Common Share”) Stock issued and outstanding immediately prior to the Effective Time (other than any shares of Company New JPI Common Stock to be canceled pursuant to Section 1.6(d)owned by New JPI and other than Dissenting New JPI Shares) shall shall, by virtue of this Agreement and without any action on the part of the holder thereof, be converted into and shall thereafter represent the right to receive an amount the following consideration (the "Merger Consideration"): (i) Subject to adjustment in accordance with this Section 1.7(b), the number of Parent shares of CME Class A Common Stock equal to a fraction, the product numerator of one Company which equals the aggregate number of shares of CME Class A Common Share multiplied by Stock that would be payable with respect to the Transferred Shares if such shares were converted into the merger consideration provided for in the GFI Merger Agreement as Stock Election Shares and the denominator of which equals the maximum number of shares of New JPI Common Exchange Ratio Stock that could be issued and outstanding immediately prior to the Effective Time following the consummation of the F-Reorganization and without giving effect to the exercise of any appraisal rights or dissenters' rights in connection therewith. (which Common Exchange Ratio ii) Notwithstanding the foregoing, if the Elected Cash Consideration under the GFI Merger Agreement is subject to adjustment as set forth in Section 1.8) less than the Available Cash Consideration under the GFI Merger Agreement (the “difference being the "GFI Merger Remaining Cash"), then the Merger Consideration shall be as follows: (1) an amount of cash (without interest) equal to a fraction, the numerator of which equals the aggregate amount of cash (without interest) that would be payable with respect to the Transferred Shares if such shares were converted into the Per Share Cash Consideration provided for in the GFI Merger Agreement up to an aggregate amount not to exceed the GFI Merger Remaining Cash (such Transferred Shares deemed so treated, the "Cash Transferred Shares" and the Transferred Shares minus the Cash Transferred Shares, the "Stock Transferred Shares"), and the denominator of which equals the maximum number of shares of New JPI Common Stock Consideration” that could be issued and together with outstanding immediately prior to the Preferred Effective Time following the consummation of the F-Reorganization and without giving effect to the exercise of any appraisal rights or dissenters' rights in connection therewith; provided that in no event will the aggregate cash Merger Consideration payable pursuant to this Section 1.7(b)(ii)(1) exceed 13% of the aggregate Merger Consideration payable hereunder; and (2) the number of shares of CME Class A Common Stock Considerationequal to a fraction, the “numerator of which equals the aggregate number of shares of CME Class A Common Stock that would be payable with respect to the Stock Transferred Shares if such shares were converted into the Per Share Stock Consideration provided for in the GFI Merger Consideration”Agreement and the denominator of which equals the maximum number of shares of New JPI Common Stock that could be issued and outstanding immediately prior to the Effective Time following the consummation of the F-Reorganization and without giving effect to the exercise of any appraisal rights or dissenters' rights in connection therewith. Notwithstanding anything to the contrary contained in this Agreement, in no event will the aggregate number of shares of CME Class A Common Stock issuable in the Transactions exceed 19.9% of the number of shares of CME Class A Common Stock outstanding on the trading day immediately before December 2, 2014 (as appropriately adjusted for any reclassification, recapitalization, stock split or combination, exchange or readjustment of shares, or any stock dividend thereon with a record date during the period between such trading day and the Effective Time). Notwithstanding anything to the contrary contained in this Agreement, in no event will the aggregate Merger Consideration payable hereunder exceed the amount of the aggregate merger consideration that would be payable with respect to the Transferred Shares if such shares were converted into the merger consideration provided for in the GFI Merger Agreement. Notwithstanding anything to the contrary herein, no Merger Consideration shall be payable hereunder until after consummation of the initial GFI Merger. (c) All Company From and after the Effective Time, none of the New JPI Common Shares (other than Company Common Shares to be canceled Stock converted into the Merger Consideration pursuant to Section 1.6(d)) this Article I shall remain outstanding and all such shares of New JPI Common Stock shall automatically be canceled cancelled and retired and shall cease to exist, and each holder of a certificate theretofore previously representing any Company such New JPI Common Shares (each, a “Certificate”) Stock or shares of New JPI Common Stock that are in non-certificated Company Common Shares represented by book-entry form (“Book-Entry Shares”either case being referred to in this Agreement, to the extent applicable, as a "Certificate") shall thereafter cease to have any rights with respect theretoto such securities, except the right to receive (i) the Merger Consideration, (ii) any cash to be paid in lieu of any fractional share of CME Class A Common Stock Consideration upon surrender of such Certificates or Book-Entry Shares in accordance with Section 2.1(c), without interest 2.5 (subject to any applicable withholding Tax specified in Section 2.2); No Fractional Shares) and (iiiii) any dividends and other distributions in accordance with Section 2.1(g2.1(f) (Dividends and Distributions). (d) Each Company Common Share owned by Parent or Merger Sub, or owned by any direct or indirect Subsidiary of any such Person, in each case immediately prior to [RESERVED] (e) At the Effective Time, all shares of New JPI Common Stock that are owned by New JPI shall automatically be canceled cancelled and retired and shall cease to exist as of the Effective Time and no Securities of CME, cash or other consideration shall be paid delivered in exchange therefor. (ef) Each share At the Subsequent Effective Time, all limited liability company interests of 6.125% Series C Cumulative Redeemable Preferred Stock, par value $0.01 per share, of the Company (such shares, collectively, the “Company Preferred Stock”, and each, a “Company Preferred Share”, and the Company Preferred Shares collectively with the Company Common Shares, the “Company Shares”) Merger Sub 2 issued and outstanding immediately prior to the Subsequent Effective Time shall be cancelled and retired and shall cease to exist. At the Subsequent Effective Time, each share of Surviving Corporation Common Stock issued and outstanding immediately prior to the Subsequent Effective Time shall be converted into one limited liability company interest of the right to receive the Preferred Stock Consideration Surviving Company and shall be canceled and cease to exist, and each holder constitute the only limited liability company interests of a certificate theretofore representing any Company Preferred Shares or non-certificated Company Preferred Shares represented by book-entry shall cease to have any rights with respect thereto, except the right to receive the Preferred Stock Consideration upon surrender of such certificates or book-entry sharesSurviving Company.

Effect on Capital Stock. At the Effective Time, as a result of the Merger and without any action on the part of the Company, Merger Subsidiary, Parent or any holder of any shares of the capital stock of the Company, Merger Subsidiary or Parent, the following shall occur: (a) Each share of Company Common Stock (each, a “Company Share”, and together, the “Company Shares”) issued and outstanding immediately prior to the Effective Time (other than shares of Company Common Stock that are owned by Parent or by the Company or any direct or indirect wholly-owned Subsidiary of the Company and in each case not held on behalf of Third Parties (each an “Excluded Company Share”, and collectively, “Excluded Company Shares”)) shall be converted into the right to receive and shall become exchangeable for 0.1364 (such ratio, the “Exchange Ratio”) shares of common stock, par value $0.15 per share, of Parent (“Parent Common Stock”) (the “Merger Consideration”). At the Effective Time, all Company Shares shall no longer be outstanding, shall be cancelled and retired and shall cease to exist, and (i) each certificate (a “Certificate”) formerly representing any of such Company Shares (other than Excluded Company Shares) and (ii) each uncertificated Company Share (an “Uncertificated Company Share”) registered to a holder on the stock transfer books of the Company (other than Excluded Company Shares), shall thereafter represent only the right to receive the Merger Consideration and the right, if any, to receive pursuant to Section 3.02(g) cash in lieu of fractional shares otherwise receivable pursuant to this Section 3.01(a) and any distributions or dividends pursuant to Section 3.02(f), in each case without interest. (b) Each Company Share that is owned by Parent or by the Company or any direct or indirect wholly-owned Subsidiary of the Company and, in each case, not held on behalf of Third Parties, shall, by virtue of the Merger and without any action on the part of Parentthe holder thereof, Merger Subcease to be outstanding, shall be cancelled and retired without payment of any consideration therefor and shall cease to exist. (c) In the Company or event the holders of any the Company Exchangeable Shares approve the Exchangeable Share Amendment, (i) the share of the following securities: (a) The limited liability company interests of Merger Sub Company Special Voting Preferred Stock issued and outstanding immediately prior to the Effective Time shall be converted into the one fully paid and nonasseable share of Parent Special Voting Preferred Stock (the “Parent Preferred Stock Consideration”), which Parent Special Voting Preferred Stock shall have terms that are identical to the Company Special Voting Preferred Stock (except that the issuer thereof shall be Parent rather than the Company and the voting rights described therein shall apply to Parent Common Stock rather than to Company Common Stock); and (ii) as of the Effective Time, all such share of which Company Special Voting Preferred Stock shall no longer be held by Parentoutstanding and shall automatically be canceled and retired and shall cease to exist, and the certificate representing such Company Special Voting Preferred Stock shall remain outstanding as limited liability company interests of thereafter represent only the Surviving Entity, all of which shall continue right to be held by Parentreceive the Parent Preferred Stock Consideration. (bd) Each share of common stock, par value $0.01 per share, of the Company (such shares, collectively, the “Company Common Stock”, and each, a “Company Common Share”) issued and outstanding immediately prior to the Effective Time (other than any shares of Company Common Stock to be canceled pursuant to Section 1.6(d)) shall be converted into the right to receive an amount of Parent Common Stock equal to the product of one Company Common Share multiplied by the Common Exchange Ratio (which Common Exchange Ratio is subject to adjustment as set forth in Section 1.8) (the “Common Stock Consideration” and together with the Preferred Stock Consideration, the “Merger Consideration”). (c) All Company Common Shares (other than Company Common Shares to be canceled pursuant to Section 1.6(d)) shall be canceled and shall cease to exist, and each holder of a certificate theretofore representing any Company Common Shares (each, a “Certificate”) or non-certificated Company Common Shares represented by book-entry (“Book-Entry Shares”) shall cease to have any rights with respect thereto, except the right to receive (i) the Common Stock Consideration upon surrender of such Certificates or Book-Entry Shares in accordance with Section 2.1(c), without interest (subject to any applicable withholding Tax specified in Section 2.2); and (ii) any dividends and other distributions in accordance with Section 2.1(g). (d) Each Company Common Share owned by Parent or Merger Sub, or owned by any direct or indirect Subsidiary of any such Person, in each case immediately prior to the Effective Time, shall automatically be canceled and retired and cease to exist as of the Effective Time and no consideration shall be paid in exchange therefor. (e) Each share of 6.125% Series C Cumulative Redeemable Preferred Stock, par value $0.01 per share, of the Company (such shares, collectively, the “Company Preferred Stock”, and each, a “Company Preferred Share”, and the Company Preferred Shares collectively with the Company Common Shares, the “Company Shares”) issued and outstanding immediately prior to the Effective Time shall be converted into one validly issued, fully paid and nonassessable share of common stock of the right to receive Surviving Corporation, with the Preferred Stock Consideration same rights, powers and shall be canceled and cease to existprivileges as the shares so converted, and each holder which share shall constitute all of a certificate theretofore representing any Company Preferred Shares or non-certificated Company Preferred Shares represented by book-entry shall cease to have any rights with respect thereto, except the right to receive issued and outstanding shares of stock of the Preferred Stock Consideration upon surrender of such certificates or book-entry sharesSurviving Corporation.

Effect on Capital Stock. (a) At the Effective Time, subject to the provisions of this ARTICLE II, each share of Company Common Stock issued and outstanding (including all Company Restricted Shares) immediately prior to the Effective Time (other than shares of Company Common Stock owned by Parent, Merger Sub, the Company, or any wholly owned Subsidiary of the Company or of Parent, or dissenting shares as set forth in Section 2.13) shall, by virtue of the Merger and without any action on the part of Parentthe holder thereof, Merger Sub, the Company or the holders of any of the following securities: (a) The limited liability company interests of Merger Sub issued and outstanding immediately prior to the Effective Time, all of which shall be held by Parent, shall remain outstanding as limited liability company interests of the Surviving Entity, all of which shall continue to be held by Parent. (b) Each share of common stock, par value $0.01 per share, of the Company (such shares, collectively, the “Company Common Stock”, and each, a “Company Common Share”) issued and outstanding immediately prior to the Effective Time (other than any shares of Company Common Stock to be canceled pursuant to Section 1.6(d)) shall be converted into and shall thereafter represent the right to receive an amount of Parent Common Stock equal to the product of one Company Common Share multiplied by the Common Exchange Ratio Offer Price (which Common Exchange Ratio is subject to adjustment as set forth in Section 1.8) (the “Common Stock Consideration” and together with the Preferred Stock Consideration, the “Merger Consideration”). (cb) All From and after the Effective Time, none of the shares of Company Common Shares (other than Stock converted into the right to receive the Merger Consideration pursuant to this ARTICLE II shall remain outstanding and such shares of Company Common Shares to Stock shall automatically be canceled pursuant to Section 1.6(d)) shall be canceled cancelled and shall cease to exist, and each holder of a certificate theretofore previously representing any such shares of Company Common Shares Stock or shares of Company Common Stock that are in non-certificated book-entry form (eacheither case being referred to in this Agreement, to the extent applicable, as a “Certificate”) or non-certificated Company Common Shares represented by book-entry (“Book-Entry Shares”) shall thereafter cease to have any rights with respect theretoto such Securities, except the right to receive (i) the Common Stock Merger Consideration upon surrender of to which such Certificates or Book-Entry Shares in accordance with holder may be entitled pursuant to this Section 2.1(c), without interest (subject to any applicable withholding Tax specified in Section 2.2); and (ii) any dividends and other distributions in accordance with Section 2.1(g)2.11. (dc) Each Company Common Share owned by Parent or Merger Sub, or owned by any direct or indirect Subsidiary of any such Person, in each case immediately prior to At the Effective Time, all shares of Company Common Stock that are owned by Parent, Merger Sub or the Company (or any wholly owned Subsidiary of the Company or of Parent) shall, by virtue of the Merger and without any action on the part of the holder thereof, be cancelled and shall automatically be canceled and retired and cease to exist as of the Effective Time and no cash or other consideration shall be paid delivered in exchange therefor. (ed) Each At the Effective Time, each share of 6.125% Company Series C Cumulative Redeemable A Preferred Stock, par value $0.01 per share, of the Company (such shares, collectively, the “Company Preferred Stock”, and each, a “Company Preferred Share”, and the Company Preferred Shares collectively with the Company Common Shares, the “Company Shares”) Stock issued and outstanding immediately prior to the Effective Time shall remain outstanding as a share of Company Series A Preferred Stock of the Surviving Corporation unaffected by the Merger other than, from and after the Effective Time and pursuant to the terms of Section 6.2(i) of the Certificate of Designations of the Company Series A Preferred Stock in effect immediately prior to the Effective Time, each share of Company Series A Preferred Stock shall be convertible into, in lieu of Company Common Stock, the Merger Consideration that would have been receivable upon the Merger by a holder of the number of shares of Company Common Stock into which such share of Company Series A Preferred Stock was convertible immediately prior to the Effective Time. (e) At the Effective Time, each issued and outstanding share of common stock of Merger Sub shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into and become one fully paid and nonassessable share of common stock of the right to receive the Preferred Stock Consideration and shall be canceled and cease to exist, and each holder of a certificate theretofore representing any Company Preferred Shares or non-certificated Company Preferred Shares represented by book-entry shall cease to have any rights with respect thereto, except the right to receive the Preferred Stock Consideration upon surrender of such certificates or book-entry sharesSurviving Corporation.

Effect on Capital Stock. (a) At the Effective Time, by virtue of the Merger and without any action on the part of the holder thereof, each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares of Company Common Stock owned by Parent or Merger Sub or held by the Company, all of which shall be canceled as provided in Section 1.8(d)), together with the associated Company Rights (as defined in Section 3.2(b)), shall be converted into 1.4 validly issued, fully paid and non-assessable shares of Parent Common Stock (the "Exchange Ratio") and the associated Parent Rights (as defined in Section 3.1(b)) (together with any cash in lieu of fractional shares of Parent Common Stock to be paid pursuant to Section 2.5, the "Common Stock Merger Consideration"). (b) At the Effective Time, by virtue of the Merger and without any action on the part of the holder thereof, each share of Company Convertible Preferred Stock issued and outstanding immediately prior to the Effective Time shall, except as provided in Section 1.12 with respect to the shares of Company Convertible Preferred Stock as to which appraisal rights have been exercised, be converted into the right to receive one share of Parent Convertible Preferred Stock (the "Preferred Merger Consideration" and together with the Common Stock Merger Consideration, the "Merger Consideration") having terms substantially as set forth in the form of the Series A Convertible Perpetual Preferred Stock Certificate of Designations attached as Exhibit 1.8(b) hereto. Prior to the Closing, Parent shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Parent Common Stock for delivery upon conversion of the Parent Convertible Preferred Stock. (c) As a result of the Merger and without any action on the part of the holders thereof, at the Effective Time, all shares of Company Common Stock (together with the associated Company Rights) and Company Convertible Preferred Stock shall cease to be outstanding and shall be canceled and retired and shall cease to exist, and each holder of a certificate or certificates which immediately prior to the Effective Time represented any such shares of Company Common Stock ("Common Certificates") or of Company Convertible Preferred Stock ("Preferred Certificates" and together with the Common Certificates, the "Certificates") shall thereafter cease to have any rights with respect to such shares of Company Common Stock (together with the associated Company Rights) or Company Convertible Preferred Stock, respectively, except as provided herein or by law. (d) Each share of Company Common Stock and Company Convertible Preferred Stock owned by Parent, Merger Sub, Sub or any other wholly-owned Subsidiary of Parent or held by the Company or at the holders of any Effective Time shall, by virtue of the following securities:Merger, cease to be outstanding and shall be canceled and retired and no stock of Parent or other consideration shall be delivered in exchange therefor. (ae) The limited liability company interests At the Effective Time, by virtue of the Merger and without any action on the part of the holder thereof, each share of common stock, par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time, all of which shall be held by Parentconverted into one validly issued, shall remain outstanding as limited liability company interests of the Surviving Entity, all of which shall continue to be held by Parent. (b) Each fully paid and non-assessable share of common stock, par value $0.01 2.00 per share, of the Company (such shares, collectively, the “Company Common Stock”, and each, a “Company Common Share”) issued and outstanding immediately prior to the Effective Time (other than any shares of Company Common Stock to be canceled pursuant to Section 1.6(d)) shall be converted into the right to receive an amount of Parent Common Stock equal to the product of one Company Common Share multiplied by the Common Exchange Ratio (which Common Exchange Ratio is subject to adjustment as set forth in Section 1.8) (the “Common Stock Consideration” and together with the Preferred Stock Consideration, the “Merger Consideration”)Surviving Corporation. (c) All Company Common Shares (other than Company Common Shares to be canceled pursuant to Section 1.6(d)) shall be canceled and shall cease to exist, and each holder of a certificate theretofore representing any Company Common Shares (each, a “Certificate”) or non-certificated Company Common Shares represented by book-entry (“Book-Entry Shares”) shall cease to have any rights with respect thereto, except the right to receive (i) the Common Stock Consideration upon surrender of such Certificates or Book-Entry Shares in accordance with Section 2.1(c), without interest (subject to any applicable withholding Tax specified in Section 2.2); and (ii) any dividends and other distributions in accordance with Section 2.1(g). (d) Each Company Common Share owned by Parent or Merger Sub, or owned by any direct or indirect Subsidiary of any such Person, in each case immediately prior to the Effective Time, shall automatically be canceled and retired and cease to exist as of the Effective Time and no consideration shall be paid in exchange therefor. (e) Each share of 6.125% Series C Cumulative Redeemable Preferred Stock, par value $0.01 per share, of the Company (such shares, collectively, the “Company Preferred Stock”, and each, a “Company Preferred Share”, and the Company Preferred Shares collectively with the Company Common Shares, the “Company Shares”) issued and outstanding immediately prior to the Effective Time shall be converted into the right to receive the Preferred Stock Consideration and shall be canceled and cease to exist, and each holder of a certificate theretofore representing any Company Preferred Shares or non-certificated Company Preferred Shares represented by book-entry shall cease to have any rights with respect thereto, except the right to receive the Preferred Stock Consideration upon surrender of such certificates or book-entry shares.

Effect on Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of ParentCardinal Health, Merger SubSubcorp or ALARIS or their respective shareholders and stockholders, the Company or the holders of any of the following securitiesas applicable: (a) The limited liability company interests of Merger Sub issued and outstanding immediately prior to the Effective Time, all of which shall be held by Parent, shall remain outstanding as limited liability company interests of the Surviving Entity, all of which shall continue to be held by Parent. (b) Each share of common stock, par value $0.01 per sharepar value, of the Company Subcorp (such shares, collectively, the “Company Subcorp Common Stock”, and each, a “Company Common Share”) issued and outstanding immediately prior to the Effective Time (other than any shares of Company Common Stock to be canceled pursuant to Section 1.6(d)) shall be converted into one fully paid and nonassessable share of common stock, $0.01 par value, of the Surviving Corporation. Such newly issued shares shall thereafter constitute all of the issued and outstanding Surviving Corporation capital stock. (b) Each share of ALARIS Common Stock issued and outstanding immediately prior to the Effective Time, excluding any shares of ALARIS Common Stock owned by Cardinal Health, Subcorp or ALARIS or any of their respective subsidiaries or any stockholders properly exercising appraisal rights pursuant to Section 262 of the DGCL (“Section 262”), as provided in Section 3.1(d), shall be converted into and represent the right to receive in cash, without interest, an amount of Parent Common Stock equal to the product Merger Consideration. At the Effective Time, all shares of one Company Common Share multiplied by the Common Exchange Ratio (which Common Exchange Ratio is subject to adjustment as set forth in Section 1.8) (the “ALARIS Common Stock Consideration” shall no longer be outstanding and together with the Preferred Stock Consideration, the “Merger Consideration”). (c) All Company Common Shares (other than Company Common Shares to be canceled pursuant to Section 1.6(d)) automatically shall be canceled cancelled and shall cease to exist, and each holder of a certificate theretofore representing that immediately prior to the Effective Time represented any Company shares of ALARIS Common Shares Stock (each, a “Certificate”) or non-certificated Company Common Shares represented by book-entry (“Book-Entry Shares”) shall cease to have any rights with respect thereto, except the right to receive (i) the Common Stock Merger Consideration upon surrender or in the case of such Certificates or Book-Entry holders of Appraisal Shares in accordance with Section 2.1(c), without interest (subject the right to any receive the applicable withholding Tax specified payments set forth in Section 2.23.1(d); . (c) Each share of ALARIS capital stock held in the treasury of ALARIS automatically shall be cancelled and (ii) any dividends retired and other distributions no payment shall be made in accordance with Section 2.1(g)respect thereof. (d) Each Company Common Share owned by Parent or Merger Sub, or owned by any direct or indirect Subsidiary of any such Person, Notwithstanding anything in each case immediately prior this Agreement to the Effective Time, shall automatically be canceled and retired and cease to exist as of the Effective Time and no consideration shall be paid in exchange therefor. (e) Each share of 6.125% Series C Cumulative Redeemable Preferred Stock, par value $0.01 per share, of the Company (such shares, collectivelycontrary, the “Company Preferred Stock”, and each, a “Company Preferred Share”, and the Company Preferred Shares collectively with the Company shares of ALARIS Common Shares, the “Company Shares”) Stock issued and outstanding immediately prior to the Effective Time that are held by any ALARIS Stockholder that is entitled to demand and properly demands appraisal of shares of ALARIS Common Stock pursuant to, and that complies in all respects with, the provisions of Section 262 (the “Appraisal Shares”) shall not be converted into the right to receive the Preferred Stock Merger Consideration as provided in Section 3.1(b), but, instead, such ALARIS Stockholder shall be entitled to such rights (but only such rights) as are granted by Section 262. At the Effective Time, all Appraisal Shares shall no longer be outstanding and automatically shall be cancelled and shall be canceled and cease to exist, and and, except as otherwise provided by Applicable Laws, each holder of a certificate theretofore representing any Company Preferred Appraisal Shares or non-certificated Company Preferred Shares represented by book-entry shall cease to have any rights with respect theretoto the Appraisal Shares, except other than such rights as are granted by Section 262. Notwithstanding the foregoing, if any such ALARIS Stockholder shall fail to validly perfect or shall otherwise waive, withdraw or lose the right to appraisal under Section 262 or if a court of competent jurisdiction shall determine that such ALARIS Stockholder is not entitled to the relief provided by Section 262, then the rights of such ALARIS Stockholder under Section 262 shall cease, and such Appraisal Shares shall be deemed to have been converted at the Effective Time into, and shall have become, the right to receive the Preferred Stock Merger Consideration upon surrender as provided in Section 3.1(b) without interest. ALARIS shall give prompt notice to Cardinal Health of any demands for appraisal of any shares of ALARIS Common Stock, and Cardinal Health shall have the opportunity to participate in all negotiations and proceedings with respect to such certificates demands. Prior to the Effective Time, ALARIS shall not, without the prior written consent of Cardinal Health, make any payment with respect to, or book-entry sharessettle or offer to settle, any such demands, or agree to do any of the foregoing. (e) The “Merger Consideration” shall be equal to the Per Share Amount.

Effect on Capital Stock. (a) At the Effective Time, by virtue of the Merger and without any action on the part of Parentthe holder thereof, Merger Subeach share of common stock, the Company or the holders of any of the following securities: (a) The limited liability company interests no par value per share, of Merger Sub issued and outstanding immediately prior to the Effective Time, all of which shall be held by Parentconverted into one validly issued, shall remain outstanding as limited liability company interests of the Surviving Entity, all of which shall continue to be held by Parent. (b) Each fully paid and non-assessable share of common stock, par value $0.01 0.001 per share, of the Surviving Corporation. (b) At the Effective Time, by virtue of the Merger and without any action on the part of the holder thereof, each share of common stock, par value $0.001 per share, of the Company (such shares, collectively, the “Company Common Stock”, and each, a “Company Common Share”) issued and outstanding immediately prior to the Effective Time (other than including any Company Restricted Stock which has become vested and converted into unrestricted Company Common Stock pursuant to Section 1.9(b), but excluding any shares of Company Common Stock to owned directly or indirectly by Parent or held directly or indirectly by the Company, all of which shall be canceled pursuant to as provided in Section 1.6(d1.8(d)) ), shall be converted into the right to receive an amount 0.08288 (such fraction of a share of Parent Common Stock equal as the same may be adjusted in accordance with Section 1.10 is referred to the product of one Company Common Share multiplied by the Common Exchange Ratio (which Common Exchange Ratio is subject to adjustment as set forth in Section 1.8) (the “Exchange Ratio”) validly issued, fully paid and non-assessable shares of Parent Common Stock Consideration” and together with the Preferred Stock Consideration, (the “Merger Consideration”). (c) All As a result of the Merger and without any action on the part of the holders thereof, at the Effective Time, all shares of outstanding Company Common Shares (other than Company Common Shares Stock shall cease to be canceled pursuant to Section 1.6(d)) outstanding and shall be canceled and retired and shall cease to exist, and each holder of a certificate theretofore representing or certificates which immediately prior to the Effective Time represented any such shares of Company Common Shares Stock (each, a the “CertificateCertificates”) or non-certificated Company Common Shares represented by book-entry shares which immediately prior to the Effective Time represented shares of Company Common Stock (the “Book-Entry Shares”) shall thereafter cease to have any rights with respect thereto, except the right to receive (i) the such shares of Company Common Stock Consideration upon surrender of such Certificates except as provided herein or Book-Entry Shares in accordance with Section 2.1(c), without interest (subject to any applicable withholding Tax specified in Section 2.2); and (ii) any dividends and other distributions in accordance with Section 2.1(g)by Law. (d) Each share of Company Common Share Stock owned by Parent Parent, Merger Sub or Merger Sub, any of their Subsidiaries or owned held by the Company or any direct or indirect Subsidiary of its Subsidiaries (including any such Person, shares held in each case immediately prior to the treasury of the Company) at the Effective TimeTime shall, by virtue of the Merger, cease to be outstanding and shall automatically be canceled and retired and cease to exist as no stock of the Effective Time and no Parent or other consideration shall be paid delivered in exchange therefor. (e) Each share of 6.125% Series C Cumulative Redeemable Preferred Stock, par value $0.01 per share, of the Company (such shares, collectively, the “Company Preferred Stock”, and each, a “Company Preferred Share”, and the Company Preferred Shares collectively with the Company Common Shares, the “Company Shares”) issued and outstanding immediately prior to the Effective Time shall be converted into the right to receive the Preferred Stock Consideration and shall be canceled and cease to exist, and each holder of a certificate theretofore representing any Company Preferred Shares or non-certificated Company Preferred Shares represented by book-entry shall cease to have any rights with respect thereto, except the right to receive the Preferred Stock Consideration upon surrender of such certificates or book-entry shares.

Effect on Capital Stock. At Subject to the provisions of this Agreement: (a) immediately prior to the Effective Time, each share of Company Preferred Stock that is issued and outstanding immediately prior to the Effective Time shall automatically convert into a number of shares of Company Common Stock in accordance with Section 6(b)(2) of the Certificate of Designations. All of the shares of Company Preferred Stock converted into shares of Company Common Stock shall no longer be outstanding and shall cease to exist, and each holder of Company Preferred Stock shall thereafter cease to have any rights with respect to such securities; (b) at the Effective Time, by virtue of the Merger and without any action on the part of Parentany Acquiror Stockholder, each share of Company Common Stock (including shares of Company Common Stock resulting from the conversion of Company Preferred Stock described in Section 3.01(a)) that is issued and outstanding immediately prior to the Effective Time (other than the Dissenting Shares), shall thereupon be converted into, and the holder of such share of Company Common Stock shall be entitled to receive, (1) the number of shares of Acquiror Common Stock equal to the Exchange Ratio (the “Per Share Merger SubConsideration”), (2) a number of shares of Acquiror Common Stock issuable pursuant to Section 3.06(a), if any, and (3) a number of shares of Acquiror Common Stock issuable pursuant to Section 3.06(b), if any. All of the shares of Company or Common Stock converted into the holders right to receive the Per Share Merger Consideration pursuant to this Section 3.01(b) shall no longer be outstanding and shall cease to exist, and each holder of Company Common Stock shall thereafter cease to have any rights with respect to such securities, except the right to receive the Per Share Merger Consideration into which such shares of Company Common Stock shall have been converted in the Merger; (c) at the Effective Time, by virtue of the Merger and without any action on the part of any holder thereof, each share of the following securities: (a) The limited liability company interests common stock, par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time, all of which Time shall no longer be held by Parent, outstanding and shall remain outstanding as limited liability company interests of the Surviving Entity, all of which shall continue to thereupon be held by Parent. (b) Each converted into and become one validly issued fully paid and non-assessable share of common stock, par value $0.01 per share, of the Surviving Company (and all such shares, collectively, shares shall constitute the “only outstanding shares of capital stock of the Surviving Company Common Stock”, and each, a “Company Common Share”) issued and outstanding as of immediately prior to following the Effective Time Time; and (other than d) at the Effective Time, by virtue of the Merger and without any shares action on the part of any holder thereof, each share of Company Common Stock to be canceled pursuant to Section 1.6(d)) shall be converted into the right to receive an amount of Parent Common Stock equal to the product of one and Company Common Share multiplied by the Common Exchange Ratio (which Common Exchange Ratio is subject to adjustment as set forth in Section 1.8) (the “Common Stock Consideration” and together with the Preferred Stock Consideration, held in the “Merger Consideration”). (c) All Company Common Shares (other than Company Common Shares to be canceled pursuant to Section 1.6(d)) shall be canceled and shall cease to exist, and each holder of a certificate theretofore representing any Company Common Shares (each, a “Certificate”) or non-certificated Company Common Shares represented by book-entry (“Book-Entry Shares”) shall cease to have any rights with respect thereto, except the right to receive (i) the Common Stock Consideration upon surrender of such Certificates or Book-Entry Shares in accordance with Section 2.1(c), without interest (subject to any applicable withholding Tax specified in Section 2.2); and (ii) any dividends and other distributions in accordance with Section 2.1(g). (d) Each Company Common Share owned by Parent or Merger Sub, or owned by any direct or indirect Subsidiary of any such Person, in each case immediately prior to the Effective Time, shall automatically be canceled and retired and cease to exist as of the Effective Time and no consideration shall be paid in exchange therefor. (e) Each share of 6.125% Series C Cumulative Redeemable Preferred Stock, par value $0.01 per share, treasury of the Company (such shares, collectively, the “Company Preferred Stock”, and each, a “Company Preferred Share”, and the Company Preferred Shares collectively with the Company Common Shares, the “Company Shares”) issued and outstanding immediately prior to the Effective Time shall be converted into the right to receive the Preferred Stock Consideration cancelled without any conversion thereof and no payment or distribution shall be canceled and cease to exist, and each holder of a certificate theretofore representing any Company Preferred Shares or non-certificated Company Preferred Shares represented by book-entry shall cease to have any rights made with respect thereto, except the right to receive the Preferred Stock Consideration upon surrender of such certificates or book-entry shares.

Effect on Capital Stock. At As of the Effective Time, by virtue ----------------------- of the Merger and without any action on the part of Parentthe Company, Merger Sub, Newco or any holder of any shares of capital stock of the Company or the holders any shares of any capital stock of the following securitiesNewco: (a) The limited liability company interests of Merger Sub issued and outstanding immediately prior to the Effective Time, all of which shall be held by Parent, shall remain outstanding as limited liability company interests of the Surviving Entity, all of which shall continue to be held by Parent. (b) Each share of common stock, par value $0.01 per share, stock of the Company (such shares, collectively, the “Company Common Stock”, and each, a “Company Common Share”) issued and outstanding immediately prior to the Effective Time (other than any shares of Company Common Stock to be canceled pursuant to Section 1.6(d)) shall be converted into the right to receive an amount of Parent Common Stock equal to the product of one Company Common Share multiplied by the Common Exchange Ratio (which Common Exchange Ratio is subject to adjustment as set forth in Section 1.8) (the “Common Stock Consideration” and together with the Preferred Stock Consideration, the “Merger Consideration”). (c) All Company Common Shares (other than Company Common Shares to be canceled pursuant to Section 1.6(d)) shall be canceled and shall cease to exist, and each holder of a certificate theretofore representing any Company Common Shares (each, a “Certificate”) or non-certificated Company Common Shares represented by book-entry (“Book-Entry Shares”) shall cease to have any rights with respect thereto, except the right to receive (i) the Common Stock Consideration upon surrender of such Certificates or Book-Entry Shares in accordance with Section 2.1(c), without interest (subject to any applicable withholding Tax specified in Section 2.2); and (ii) any dividends and other distributions in accordance with Section 2.1(g). (d) Each Company Common Share owned by Parent or Merger Sub, or owned by any direct or indirect Subsidiary of any such Person, in each case immediately prior to the Effective Time, shall automatically be canceled and retired and cease to exist as of the Effective Time and no consideration shall be paid in exchange therefor. (e) Each share of 6.125% Series C Cumulative Redeemable Preferred Stock, par value $0.01 per share, of the Company (such shares, collectively, the “Company Preferred Stock”, and each, a “Company Preferred Share”, and the Company Preferred Shares collectively with the Company Common Shares, the “Company Shares”) Newco issued and outstanding immediately prior to the Effective Time shall be converted into one fully paid and non-assessable share of common stock, par value $1.00, of the Surviving Corporation. (b) Each share of Company Common Stock as well as each share of Company Preferred Stock that is owned by the Company or by any Subsidiary of the Company, and each share of the Company Common Stock and Company Preferred Stock that is owned by the Parent, Newco or any other Subsidiary of the Parent, shall automatically be canceled and retired and shall cease to exist, and no cash or other consideration shall be delivered or deliverable in exchange therefor. (c) Except as otherwise provided herein, each issued and outstanding share of the Company Common Stock (other than shares canceled pursuant to Section 2.7(b) and Dissenting Shares (as defined in Section 2.7(d) below) shall be converted into the right to receive, without interest, an amount in cash, without interest, equal to (i) the greater of (A) the average closing price per share of Parent Common Stock as reported on the Composite Tape for the NYSE for the twenty (20) consecutive trading days ending on and including the trading day immediately preceding the day upon which the Effective Time occurs or (B) $13.72, (ii) in either case multiplied by the Conversion Number (the "Merger ------ Consideration"). ------------- (d) Notwithstanding anything in this Agreement to the contrary, shares of the Company Common Stock issued and outstanding immediately prior to the Effective Time and held by a holder (if any) who has the right to demand payment for and an appraisal of such shares in accordance with Section 262 of the DGCL, or any successor provision, or Chapter 13 of the California General Corporation Law (the "CGCL"), or any successor provision ("Dissenting Shares"), ---- ----------------- shall not be converted into a right to receive any Merger Consideration (but shall have the rights set forth in Section 262 of the DGCL (or any successor provision) or Chapter 13 of the CGCL (or any successor provision)) unless such holder fails to perfect or otherwise loses such holder's right to such payment or appraisal, if any. If, after the Effective Time, such holder fails to perfect or loses any such right to appraisal, each such share of such holder shall be treated as a share that had been converted as of the Effective Time into the right to receive Merger Consideration in accordance with this Section 2.7. The Company shall give prompt notice to the Parent of any demands received by the Company for appraisal of shares of the Company Common Stock, and the Parent shall have the right to participate in and approve all negotiations and proceedings with respect to such demands. The Company shall not, except with the prior written consent of the Parent, make any payment with respect to, or settle or offer to settle, any such demands or appraisal actions related thereto. Promptly after the Closing, the Parent and Newco shall cause the Company to comply with the notice requirements of Section 262 of the DGCL and/or Chapter 13 of the CGCL (or, in either case, any successor provision). (e) As of the Effective Time, all shares of the Company Common Stock and Company Preferred Stock Consideration (other than shares referred to in Section 2.7(d)) issued and outstanding immediately prior to the Effective Time shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each holder of a certificate theretofore representing any such shares of the Company Preferred Shares or non-certificated Company Preferred Shares represented by book-entry shall Common Stock shall, to the extent such certificate represents such shares, cease to have any rights with respect thereto, except the right to receive the Preferred Stock Merger Consideration to be paid in consideration therefor upon surrender of such certificates or book-entry sharescertificate in accordance with Section 2.8.

Effect on Capital Stock. (a) At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company or the holders of any of the following securities: (a) The limited liability company interests of Merger Sub issued and outstanding immediately prior to the Effective Timethereof, all of which shall be held by Parent, shall remain outstanding as limited liability company interests of the Surviving Entity, all of which shall continue to be held by Parent. (b) Each each share of common stock, par value $0.01 per share, of the Company (such shares, collectively, the “Company Common Stock”, and each, a “Company Common Share”) issued and outstanding immediately prior to the Effective Time (other than any shares of Company Common Stock to be canceled pursuant to Section 1.6(d)) shall be converted into the right to receive an amount of Parent Common Stock equal to the product of one Company Common Share multiplied by the Common Exchange Ratio (which Common Exchange Ratio is subject to adjustment as set forth in Section 1.8) (the “Common Stock Consideration” and together with the Preferred Stock Consideration, the “Merger Consideration”). (c) All Company Common Shares (other than Company Common Shares to be canceled pursuant to Section 1.6(d)) shall be canceled and shall cease to exist, and each holder of a certificate theretofore representing any Company Common Shares (each, a “Certificate”) or non-certificated Company Common Shares represented by book-entry (“Book-Entry Shares”) shall cease to have any rights with respect thereto, except the right to receive (i) the Common Stock Consideration upon surrender of such Certificates or Book-Entry Shares in accordance with Section 2.1(c), without interest (subject to any applicable withholding Tax specified in Section 2.2); and (ii) any dividends and other distributions in accordance with Section 2.1(g). (d) Each Company Common Share owned by Parent or Merger Sub, or owned by any direct or indirect Subsidiary of any such Person, in each case immediately prior to the Effective Time, shall automatically be canceled and retired and cease to exist as of the Effective Time and no consideration shall be paid in exchange therefor. (e) Each share of 6.125% Series C Cumulative Redeemable Preferred Stock, par value $0.01 per share, of the Company (such shares, collectively, the “Company Preferred Stock”, and each, a “Company Preferred Share”, and the Company Preferred Shares collectively with the Company Common Shares, the “Company Shares”) issued and outstanding immediately prior to the Effective Time shall be converted into the right to receive .915 (the Preferred "Exchange Ratio") of a Class A Ordinary Share, par value $0.01 per share, of Parent ("Parent Ordinary Shares"), together with the associated purchase rights (the "Parent Rights") under the Parent Rights Agreement (as defined in Section 4.2) (which together with any cash in lieu of fractional Parent Ordinary Shares paid pursuant to Section 2.5 shall be the "Merger Consideration"). All Parent Ordinary Shares issued as Merger Consideration shall be validly issued, fully paid and non-assessable. Subject to the terms and conditions of this Agreement, Parent shall take such action as shall be necessary to issue the Parent Ordinary Shares to be received as Merger Consideration and cause them to be registered on its share register in the names of the holders of Company Common Stock Consideration submitting Certificates (as defined in Section 1.6(b)) in exchange therefor in accordance with the terms hereof. (b) As a result of the Merger and without any action on the part of the holders thereof, at the Effective Time, all shares of Company Common Stock shall cease to be outstanding and shall be canceled and retired and shall cease to exist, and each holder (other than Parent, Sub and the Company ) of a certificate theretofore representing which, immediately prior to the Effective Time, represented any such shares of Company Preferred Shares or non-certificated Company Preferred Shares represented by book-entry Common Stock (a "Certificate") shall thereafter cease to have any rights with respect theretoto such shares of Company Common Stock, except the right to receive the Preferred Stock applicable Merger Consideration in accordance with Article II upon the surrender of such certificates Certificate. (c) Each share of Company Common Stock issued and owned or book-entry sharesheld by Parent, Sub or the Company at the Effective Time shall, by virtue of the Merger, cease to be outstanding and shall be canceled and retired and no Parent Ordinary Shares or other consideration shall be delivered in exchange therefor. (d) Each share of common stock, par value $0.01 per share, of Sub ("Sub Common Stock") issued and outstanding immediately prior to the Effective Time shall be converted into and shall become one validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation ("Surviving Corporation Common Stock") as of the Effective Time, and the Surviving Corporation shall become a wholly owned direct or indirect subsidiary of Parent. (e) At the Effective Time, each outstanding option to purchase, right to receive or other equity grant whose value is derived from Company Common Stock (a "Company Stock Option") issued pursuant to the (i) NAC Re Corp. 1989 Stock Option Plan, (ii) NAC Re Corp. 1993 Stock Option Plan, (iii) NAC Re Corp. 1997 Incentive and Capital Accumulation Plan, (iv) Amended and Restated NAC Re Corp. Employee Stock Purchase Plan (the "Stock Purchase Plan"), (v) Amended and Restated Directors Stock Option Plan and (vi) the NAC Re United Kingdom Option Scheme (collectively, the "Company Stock Plans"), whether vested or unvested, shall be deemed to constitute an option to acquire, on the same terms and conditions as were applicable under such Company Stock Option (taking into account any acceleration of vesting as a result of the Merger), that number of Parent Ordinary Shares which the holder of such Company Stock Option would have been entitled to receive pursuant to the Merger if such holder had exercised such Company Stock Option in full immediately prior to the Effective Time (rounded down to the nearest whole share), at an exercise price per share equal to (y) the exercise price per share for the shares of Company Common Stock purchasable pursuant to such Company Stock Option divided by (z) the Exchange Ratio, rounded upwards to the nearest whole cent (a "Converted Option"). Notwithstanding the foregoing, in the case of any Company Stock Options to which Section 421 of the Code applies by reason of their qualification under Section 422 or 423 of the Code, the option price, the number of Parent Ordinary Shares purchasable upon exercise of such Company Stock Option and the terms and conditions of exercise thereof shall be determined in order to comply with Section 424(a) of the Code. Parent shall take such actions as are necessary for the assumption of the Company Stock Options pursuant to this Section 1.6(e), including the reservation, issuance and listing of Parent Ordinary Shares as are necessary to effectuate the transactions contemplated by this Section 1.6(e). Parent shall promptly prepare and file with the Securities and Exchange Commission (the "SEC") a registration statement on Form S-8 or other appropriate form with respect to Parent Ordinary Shares subject to Company Stock Options issued under such Company Stock Plans and shall use its best efforts to have such registration statement declared effective immediately following the Effective Time and to maintain the effectiveness of such registration statement or registration statements covering the Parent Ordinary Shares issuable upon exercise of such Company Stock Options (and maintain the current status of the prospectus or prospectuses contained therein) for so long as such Company Stock Options remain outstanding.

Effect on Capital Stock. At As of the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company or the holders holder of any of the following securities: (a) The limited liability company interests of Merger Sub issued and outstanding immediately prior to the Effective Time, all of which shall be held by Parent, shall remain outstanding as limited liability company interests of the Surviving Entity, all of which shall continue to be held by Parent. (b) Each share of common stock, par value $0.01 per share, of the Company (such shares, collectively, the “Company Common Stock”, and each, a “Company Common Share”) issued and outstanding immediately prior to the Effective Time (other than any shares of Company Common Stock to be canceled pursuant to Section 1.6(d)) shall be converted into the right to receive an amount or any shares of Parent Common Stock equal to the product capital stock of one Company Common Share multiplied by the Common Exchange Ratio (which Common Exchange Ratio is subject to adjustment as set forth in Section 1.8) (the “Common Stock Consideration” and together with the Preferred Stock Consideration, the “Merger Consideration”).Sub: (c) All Company Common Shares (other than Company Common Shares to be canceled pursuant to Section 1.6(d)) shall be canceled and shall cease to exist, and each holder of a certificate theretofore representing any Company Common Shares (each, a “Certificate”) or non-certificated Company Common Shares represented by book-entry (“Book-Entry Shares”) shall cease to have any rights with respect thereto, except the right to receive (i) the Common Stock Consideration upon surrender of such Certificates or Book-Entry Shares in accordance with Section 2.1(c), without interest (subject to any applicable withholding Tax specified in Section 2.2); and (ii) any dividends and other distributions in accordance with Section 2.1(g). (d) Each Company Common Share owned by Parent or Merger Sub, or owned by any direct or indirect Subsidiary of any such Person, in each case immediately prior to the Effective Time, shall automatically be canceled and retired and cease to exist as of the Effective Time and no consideration shall be paid in exchange therefor. (ea) Each share of 6.125% Series C Cumulative Redeemable Preferred Stock, par value $0.01 per share, capital stock of the Company (such shares, collectively, the “Company Preferred Stock”, and each, a “Company Preferred Share”, and the Company Preferred Shares collectively with the Company Common Shares, the “Company Shares”) Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one fully paid and nonassessable share of Common Stock, par value $0.0001 per share, of the Surviving Corporation. (b) Each share of Company Common Stock that is owned by the Company, Merger Sub or the Parent shall automatically be canceled and shall cease to exist, and no consideration shall be delivered or deliverable in exchange therefor. (c) Subject to the provisions of this Article 2, each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares to be canceled pursuant to Section 2.1(b) and Dissenting Shares) shall be converted into the right to receive the Preferred Stock Consideration and shall be canceled and cease to exist, and each Merger Consideration. Each holder of a certificate theretofore representing any share of Company Preferred Shares or non-certificated Common Stock shall have the right to elect, in accordance with the procedures set forth in Section 2.2 and subject to Sections 2.2 and 2.3, to receive the following as Merger Consideration: (i) for each share of Company Preferred Shares represented by book-entry shall cease to have any rights Common Stock with respect theretoto which an election to receive cash has been effectively made and not revoked or lost pursuant to Section 2.2 (a "Cash Election"), except the right to receive in cash the Transaction Value (the "Cash Consideration"); (ii) for each share of Company Common Stock with respect to which an election to receive shares of common stock, par value $.01 per share, of the Parent (the "Parent Common Stock"), has been effectively made and not revoked or lost pursuant to Section 2.2 (a "Stock Election"), the right to receive the Preferred Exchange Ratio of a share of Parent Common Stock Consideration upon surrender (the "Stock Consideration"); and (iii) for each share of such certificates Company Common Stock with respect to which no Election has been effectively made or bookwith respect to which an Election has been revoked or lost pursuant to Section 2.2 (collectively, "Non-entry sharesElection Shares"), the right to receive the Cash Consideration. (d) The following terms shall have the following meanings:

Effect on Capital Stock. (a) At the Effective Time, Time by virtue of the Merger and without any action on the part of Parentthe holder thereof, Merger Sub, the Company or the holders of any of the following securities: (a) The limited liability company interests of Merger Sub issued and outstanding immediately prior to the Effective Time, all of which shall be held by Parent, shall remain outstanding as limited liability company interests of the Surviving Entity, all of which shall continue to be held by Parent. (b) Each each share of common stock, par value $0.01 per share0.0001, of NMC (the Company (such shares, collectively, the “Company Common Stock”, and each, a “Company Common Share”"NMC COMMON STOCK") issued and outstanding immediately prior to the Effective Time (other than any shares of Company NMC Common Stock to held by NMC, all of which shall be canceled pursuant to Section 1.6(das provided in SECTION 3.8(C)) shall be converted into one share of Class B common stock, par value $0.0001 per share, of the right to receive an amount of Parent Common Stock equal to the product of one Company Common Share multiplied by the Common Exchange Ratio (which Common Exchange Ratio is subject to adjustment as set forth in Section 1.8) Surviving Corporation (the “Common Stock Consideration” "MERGER CONSIDERATION") and together with all shares of common stock of the Preferred Stock Consideration, Surviving Corporation issued and outstanding at the “Merger Consideration”)Effective Time shall remain outstanding after the Merger. (cb) All Company As a result of the Merger and without any action on the part of the holders thereof, at the Effective Time, all shares of NMC Common Shares (other than Company Common Shares to be canceled pursuant to Section 1.6(d)) Stock shall be canceled and shall cease to exist, and each holder of a certificate theretofore representing which immediately prior to the Effective Time represented any Company such shares of NMC Common Shares Stock (each, a “Certificate”) or non-certificated Company Common Shares represented by book-entry (“Book-Entry Shares”"CERTIFICATE") shall thereafter cease to have any rights with respect theretoto such shares of NMC Common Stock, except the right to receive (i) the Common Stock Consideration upon surrender of such Certificates as provided herein or Book-Entry Shares in accordance with Section 2.1(c), without interest (subject to any applicable withholding Tax specified in Section 2.2); and (ii) any dividends and other distributions in accordance with Section 2.1(g)by law. (dc) Each Company share of NMC Common Share owned Stock held by Parent or Merger Sub, or owned by any direct or indirect Subsidiary of any such Person, in each case immediately prior to NMC at the Effective TimeTime shall, by virtue of the Merger, cease to be outstanding and shall automatically be canceled and retired and cease to exist as no stock of the Effective Time and no Xenon 2 or other consideration shall be paid delivered in exchange therefor. (ed) Each share of 6.125% Series C Cumulative Redeemable Preferred Stock, par value $0.01 per share, Upon the original issuance of the Company (such shares, collectively, shares of Class B Common Stock by Xenon 2 in connection with the “Company Preferred Stock”Merger, and eachuntil such time as the same is no longer required hereunder or under the applicable requirements of the Securities Act or applicable state securities laws, a “Company Preferred Share”, and the Company Preferred Shares collectively with the Company Common Shares, the “Company Shares”) any certificate issued and outstanding immediately prior to the Effective Time shall be converted into the right to receive the Preferred Stock Consideration and shall be canceled and cease to exist, and each holder of a certificate theretofore representing any Company Preferred Shares or non-certificated Company Preferred Shares represented by book-entry such Class B Common Stock shall cease to have any rights with respect theretobear the following legend: "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, except the right to receive the Preferred Stock Consideration upon surrender of such certificates or book-entry sharesAS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS (A) THEY ARE SO REGISTERED OR (B) AN EXEMPTION FROM REGISTRATION IS AVAILABLE AND THE ISSUER IS FURNISHED WITH AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER TO THAT EFFECT. IN ADDITION, SUCH SHARES MAY ONLY BE TRANSFERRED PURSUANT TO THE PROVISIONS OF A GOVERNANCE AND INVESTOR RIGHTS AGREEMENT, DATED AS OF ________, 1999, AS AMENDED FROM TIME TO TIME AMONG NATIONAL BROADCASTING COMPANY, INC. AND THE ISSUER COPIES OF WHICH ARE ON FILE AT THE PRINCIPAL OFFICE OF THE ISSUER."

Effect on Capital Stock. (a) At the Effective Time, by virtue of the Merger and without any action on the part of Parentthe holders thereof, Merger Suball shares of common stock, par value $0.001 per share, of the Company or (the holders of any of the following securities: (a"Company Common Stock") The limited liability company interests of Merger Sub issued and outstanding immediately prior to the Effective Time shall be cancelled, and in consideration therefore, the holders of Company Common Stock shall be entitled to receive in the aggregate the following consideration (the "Merger Consideration"): (i) 3,100,000 shares (the "Parent Shares") of common stock, par value $0.01 per share, of Parent (the "Parent Common Stock"), subject to the hold-back described in Section 1.7 below; (ii) $6,100,000 cash (the "Cash Consideration"), subject to the hold-back described in Section 1.7 below (the hold-back amounts described in subsection (i) above and this subsection (ii) are sometimes collectively referred to herein as the "Potential Adjustment Amounts"); and (iii) cash in lieu of fractional shares of Parent Common Stock as provided in Section 2.5 below. The Merger Consideration shall be allocated among the holders of Company Common Stock pro rata based on the number of shares of Company Common Stock held by a holder as of the Effective Time as compared to the total number of shares of Company Common Stock issued and outstanding as of the Effective Time. (b) All shares of Parent Common Stock issued as Merger Consideration shall be validly issued, fully paid and non-assessable. Subject to the terms and conditions of this Agreement, Parent shall take such action as shall be necessary to issue the shares of Parent Common Stock to be received as Merger Consideration and cause them to be registered on its share register in the names of the holders of Company Common Stock submitting Certificates (as defined in Section 1.6(c)) in exchange therefore in accordance with the terms hereof. (c) As a result of the Merger and without any action on the part of the holders thereof, at the Effective Time, all shares of which Company Common Stock shall cease to be outstanding and shall be canceled and retired and shall cease to exist, and each holder (other than Parent, Sub and the Company ) of a certificate which, immediately prior to the Effective Time, represented any such shares of Company Common Stock (a "Certificate") shall thereafter cease to have any rights with respect to such shares of Company Common Stock, except the right to receive the applicable Merger Consideration in accordance with Article II upon the surrender of such Certificate. (d) Each share of Company Common Stock issued and owned or held by Parent, shall remain outstanding as limited liability company interests Sub or the Company at the Effective Time shall, by virtue of the Surviving EntityMerger, all of which shall continue cease to be held by Parentoutstanding and shall be canceled and retired and no shares of Parent Common Stock or other consideration shall be delivered in exchange therefore. (be) Each share of common stock, par value $0.01 per share, of the Company Sub (such shares, collectively, the “Company "Sub Common Stock”, and each, a “Company Common Share”) issued and outstanding immediately prior to the Effective Time (other than any shares of Company Common Stock to be canceled pursuant to Section 1.6(d)) shall be converted into the right to receive an amount of Parent Common Stock equal to the product of one Company Common Share multiplied by the Common Exchange Ratio (which Common Exchange Ratio is subject to adjustment as set forth in Section 1.8) (the “Common Stock Consideration” and together with the Preferred Stock Consideration, the “Merger Consideration”). (c) All Company Common Shares (other than Company Common Shares to be canceled pursuant to Section 1.6(d)) shall be canceled and shall cease to exist, and each holder of a certificate theretofore representing any Company Common Shares (each, a “Certificate”) or non-certificated Company Common Shares represented by book-entry (“Book-Entry Shares”) shall cease to have any rights with respect thereto, except the right to receive (i) the Common Stock Consideration upon surrender of such Certificates or Book-Entry Shares in accordance with Section 2.1(c), without interest (subject to any applicable withholding Tax specified in Section 2.2); and (ii) any dividends and other distributions in accordance with Section 2.1(g). (d) Each Company Common Share owned by Parent or Merger Sub, or owned by any direct or indirect Subsidiary of any such Person, in each case immediately prior to the Effective Time, shall automatically be canceled and retired and cease to exist as of the Effective Time and no consideration shall be paid in exchange therefor. (e) Each share of 6.125% Series C Cumulative Redeemable Preferred Stock, par value $0.01 per share, of the Company (such shares, collectively, the “Company Preferred Stock”, and each, a “Company Preferred Share”, and the Company Preferred Shares collectively with the Company Common Shares, the “Company Shares”") issued and outstanding immediately prior to the Effective Time shall be converted into and shall become one validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation ("Surviving Corporation Common Stock") as of the Effective Time, and the Surviving Corporation shall become a wholly-owned subsidiary of Parent. (f) At the Effective Time, each outstanding option to purchase, right to receive or other equity grant whose value is derived from Company Common Stock (a "Company Stock Option") issued pursuant to the Preferred (i) Amended and Restated 1996 Stock Consideration Option Plan of the Company, and (ii) the 1999 Employee Stock Purchase Plan (collectively, the "Company Stock Plans"), whether vested or unvested, shall be canceled deemed to be cancelled and cease to exist, and each holder of a certificate theretofore representing any Company Preferred Shares no further force or non-certificated Company Preferred Shares represented by book-entry shall cease to have any rights with respect thereto, except the right to receive the Preferred Stock Consideration upon surrender of such certificates or book-entry shareseffect.

Effect on Capital Stock. (a) At the Effective Time, subject to the provisions of this Article I and Article II, each share of NYMEX Holdings Common Securities issued and outstanding immediately prior to the Effective Time (other than shares of NYMEX Holdings Common Securities owned by CME Group or NYMEX Holdings or any of their respective wholly-owned Subsidiaries and other than Dissenting NYMEX Holdings Shares) (the “NYMEX Holdings Shares”), shall, by virtue of the Merger and without any action on the part of Parentthe holder thereof, Merger Sub, be converted into and shall thereafter represent the Company or the holders of any of right to receive the following securities: consideration (a) The limited liability company interests of Merger Sub issued and outstanding immediately prior to the Effective Time, all of which shall be held by Parent, shall remain outstanding as limited liability company interests of the Surviving Entity, all of which shall continue to be held by Parent. (b) Each share of common stock, par value $0.01 per share, of the Company (such shares, collectively, the “Company Common StockMerger Consideration”, and each, a “Company Common Share”): (i) issued and outstanding immediately prior to the Effective Time (other than any shares of Company Common each Stock to be canceled pursuant to Section 1.6(d)) Election Share shall be converted into the right to receive the number of shares of CME Group Class A Common Stock equal to the Exchange Ratio (the “Per Share Stock Consideration”), subject to adjustment in accordance with this Section 1.9(a) and Section 1.9(c); and (ii) each Cash Election Share and each No Election Share shall be converted into the right to receive the Per Share Cash Consideration in cash, without interest, subject to adjustment in accordance with this Section 1.9(a) and Section 1.9(c). (iii) Notwithstanding the foregoing, if: (1) the product of (A) the sum of the number of Cash Election Shares and the number of No Election Shares multiplied by (B) the Per Share Cash Consideration (such product being the “Elected Cash Consideration”) exceeds the Available Cash Consideration, then CME Group shall have the option, in its sole discretion, to increase the amount of the Available Cash Consideration to any amount up to and including the amount of the Elected Cash Consideration (such adjusted amount being the “Adjusted Available Cash Consideration”); provided, that the Adjusted Available Cash Consideration shall not be an amount that, in the reasonable opinion of counsel to CME Group and counsel to NYMEX Holdings, would cause such counsel to be unable to render the opinions described in Section 7.2(e) and Section 7.3(d), respectively. If CME Group does not exercise its option to increase the amount of the Available Cash Consideration or if the Elected Cash Consideration that would be paid upon conversion of the Cash Election Shares and the No Election Shares in the Merger exceeds the Adjusted Available Cash Consideration, then: (A) all Stock Election Shares shall be converted into the right to receive the Per Share Stock Consideration; and (B) all Cash Election Shares and No Election Shares shall be converted into the right to receive (i) an amount of Parent cash (without interest) equal to the product of (w) the Per Share Cash Consideration multiplied by (x) a fraction, the numerator of which shall be the Available Cash Consideration or the Adjusted Available Cash Consideration, as the case may be, and the denominator of which shall be the Elected Cash Consideration (the fraction described in this clause (x) being referred to as the “Cash Fraction”) and (ii) a number of shares of CME Group Class A Common Stock equal to the product of one Company Common Share (y) the Exchange Ratio multiplied by (z) one (1) minus the Cash Fraction; or (2) the Elected Cash Consideration is less than the Available Cash Consideration, then: (A) each Cash Election Share and No Election Share shall be converted into the right to receive the Per Share Cash Consideration; and (B) each Stock Election Share shall be converted into the right to receive (i) a number of shares of CME Group Class A Common Stock equal to the product of (w) the Exchange Ratio multiplied by (x) a fraction, the numerator of which Common Exchange Ratio is subject to adjustment as set forth in Section 1.8) shall be the Available Stock Consideration and the denominator of which shall be the Elected Stock Consideration (the “Common Stock Consideration” and together with the Preferred Stock Consideration, fraction described in this clause (x) being referred to as the “Merger ConsiderationStock Fraction”)) and (ii) an amount of cash (without interest) equal to the product of (y) the Per Share Cash Consideration multiplied by (z) one (1) minus the Stock Fraction. (cb) All Company From and after the Effective Time, none of the NYMEX Holdings Common Shares (other than Company Common Shares to be canceled Securities converted into the Merger Consideration pursuant to Section 1.6(d)) this Article I shall remain outstanding and shall automatically be canceled cancelled and shall cease to exist, and each holder of a certificate theretofore previously representing any Company such NYMEX Holdings Common Shares Securities or shares of NYMEX Holdings Common Securities that are in non-certificated book-entry form (eacheither case being referred to in this Agreement, to the extent applicable, as a “Certificate”) or non-certificated Company Common Shares represented by book-entry (“Book-Entry Shares”) shall thereafter cease to have any rights with respect theretoto such securities, except the right to receive (i) the Common Stock Consideration upon surrender of consideration to which such Certificates or Book-Entry Shares in accordance with holder may be entitled pursuant to this Section 2.1(c)1.9, without interest (subject to any applicable withholding Tax specified in Section 2.2); and (ii) any dividends and other distributions in accordance with Section 2.1(g2.1(f) and (iii) any cash to be paid in lieu of any fractional share of CME Group Class A Common Stock in accordance with Section 2.5 (No Fractional Shares). (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 Securities of CME Group or NYMEX Holdings 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 Exchange Ratio, the Per Share Stock Consideration, the Per Share Cash Consideration and any other similarly dependent items, as the case may be, shall be appropriately adjusted to provide the holders of NYMEX Holdings Common Securities the same economic effect as contemplated by this Agreement prior to such event. (d) Each Company Common Share owned by Parent or Merger Sub, or owned by any direct or indirect Subsidiary of any such Person, in each case immediately prior to At the Effective Time, all shares of NYMEX Holdings Common Securities that are owned by CME Group or NYMEX Holdings or any of their respective wholly-owned Subsidiaries (the “Cancelled Shares”) shall automatically be canceled cancelled and retired and shall cease to exist as of the Effective Time and no Securities of CME Group, cash or other consideration shall be paid delivered in exchange therefor. (e) Each share of 6.125% Series C Cumulative Redeemable Preferred Stock, par value $0.01 per share, of the Company (such shares, collectively, the “Company Preferred Stock”, and each, a “Company Preferred Share”, and the Company Preferred Shares collectively with the Company Common Shares, the “Company Shares”) issued and outstanding immediately prior to the Effective Time shall be converted into the right to receive the Preferred Stock Consideration and shall be canceled and cease to exist, and each holder of a certificate theretofore representing any Company Preferred Shares or non-certificated Company Preferred Shares represented by book-entry shall cease to have any rights with respect thereto, except the right to receive the Preferred Stock Consideration upon surrender of such certificates or book-entry shares.

Effect on Capital Stock. At the Effective Time, by virtue of the Acquisition Merger and without any action on the part of ParentTD, Merger SubBanknorth Delaware, the Company Berlin Mergerco or the holders of any of the following securities: (a) The limited liability company interests of Merger Sub issued and outstanding immediately prior Subject to the Effective TimeSection 2.9(g), all of which shall be held by Parent, shall remain outstanding as limited liability company interests of the Surviving Entity, all of which shall continue to be held by Parent. (b) Each each share of common stock, par value $0.01 per share, of the Company (such shares, collectively, the “Company Banknorth Delaware Common Stock”, and each, a “Company Common Share”) Stock issued and outstanding immediately prior to the Effective Time after giving effect to the Migratory Merger (other than any shares of Company Banknorth Delaware Common Stock to be canceled pursuant to Section 1.6(d2.8(c)) shall be converted into the following (together, the “Merger Consideration”): (i) the right to receive an amount (x) 0.2351 (the “TD Exchange Ratio”) fully paid and nonassessable common shares, without par value, of Parent TD (“TD Common Shares”) (the “TD Stock Consideration”) and (y) $12.24 in cash (the “Cash Consideration” and, together with the TD Stock Consideration, the “TD Consideration”); and (ii) the right to receive 0.49 fully paid and non-assessable shares of Banknorth Delaware Common Stock (the “Banknorth Delaware Consideration”). (b) All of the shares of common stock, par value $.01 per share, of Berlin Mergerco (the “Berlin Mergerco Common Stock”), collectively, issued and outstanding immediately prior to the Effective Time shall be converted into (i) the number of shares of Banknorth Delaware Common Stock equal to the product of one Company (x) the number of shares of Banknorth Delaware Common Share Stock issued and outstanding immediately prior the Effective Time, after giving effect to the Migratory Merger, multiplied by the Common Exchange Ratio (which Common Exchange Ratio is subject to adjustment as set forth in Section 1.8y) (the “Common Stock Consideration” and together with the Preferred Stock Consideration, the “Merger Consideration”). (c) All Company Common Shares (other than Company Common Shares to be canceled pursuant to Section 1.6(d)) shall be canceled and shall cease to exist, and each holder of a certificate theretofore representing any Company Common Shares (each, a “Certificate”) or non-certificated Company Common Shares represented by book-entry (“Book-Entry Shares”) shall cease to have any rights with respect thereto, except the right to receive (i) the Common Stock Consideration upon surrender of such Certificates or Book-Entry Shares in accordance with Section 2.1(c), without interest (subject to any applicable withholding Tax specified in Section 2.2); 0.51 and (ii) any dividends and other distributions in accordance with Section 2.1(g). (d) Each Company Common Share owned by Parent or Merger Sub, or owned by any direct or indirect Subsidiary of any such Person, in each case immediately prior to the Effective Time, shall automatically be canceled and retired and cease to exist as of the Effective Time and no consideration shall be paid in exchange therefor. (e) Each one share of 6.125% Series C Cumulative Redeemable Preferred Class B Common Stock, par value $0.01 per share, of the Company (such shares, collectively, the “Company Preferred Class B Common Stock”). (c) Each share of Banknorth Delaware Common Stock owned by Banknorth Delaware or TD (other than, and eachin each case, a “Company Preferred Share”shares in trust accounts, managed accounts and the Company Preferred Shares collectively with like for the Company Common Sharesbenefit of customers or shares held in satisfaction of a debt previously contracted), the “Company Shares”) issued and outstanding in each case immediately prior to the Effective Time Time, shall be converted into the right to receive the Preferred Stock Consideration cancelled and retired and shall be canceled and cease to exist, without payment of any consideration therefor, and each holder no Merger Consideration or other consideration shall be delivered in exchange therefor. (d) If at any time between the date of this Agreement and the Effective Time, TD shall pay a certificate theretofore representing any Company Preferred dividend in, subdivide, combine into a smaller number of shares or issue by reclassification of its shares, the TD Common Shares, the TD Exchange Ratio shall be multiplied by a fraction, the numerator of which shall be the number of TD Common Shares or non-certificated Company Preferred Shares represented by book-entry outstanding immediately after, and the denominator of which shall cease to have any rights with respect thereto, except be the right to receive the Preferred Stock Consideration upon surrender number of such certificates or book-entry sharesshares outstanding immediately before, the occurrence of such event, and the resulting product shall from and after the date of such event be the TD Exchange Ratio, subject to further adjustment in accordance with this sentence. (e) The parties agree that promptly following the date hereof they will explore in good faith the possible alternative of allocating the Merger Consideration on a per shareholder basis rather than the per share basis currently set forth in Section 2.8(a).

Effect on Capital Stock. (a) At the First Effective Time, by virtue of the First Merger and without any action on the part of Parent, Merger SubSubs, the Company or the holders of any of the following securities: (ai) The limited liability company interests of Merger Sub the Shares issued and outstanding as of immediately prior to the First Effective Time shall thereupon be automatically cancelled and extinguished and converted into a right to receive (A) at Closing, the Closing Stock Consideration and the Cash Consideration in accordance with Section 3.3(b) and (B) after Closing, the proceeds, if any, owed to the Stockholder pursuant to Section 3.4(c), Section 3.4(d) and Schedule SC attached hereto. As of the Effective Time, all Shares will no longer be outstanding and shall automatically be cancelled and retired and will cease to exist, and each holder of: (i) a certificate formerly representing any Shares; or (ii) any book-entry shares which immediately prior to the First Effective Time represented Shares will cease to have any rights with respect thereto, except the right of which shall be held by Parent, shall remain outstanding as limited liability company interests of Stockholder to receive the Surviving Entity, all of which shall continue to be held by Parentconsideration described above. (bii) Each share of common stock, par value $0.01 per share, of the Company (such shares, collectively, the “Company Common Stock”, and each, a “Company Common Share”) Merger Sub I issued and outstanding immediately prior to the First Effective Time (other than any shares of Company Common Stock to be canceled pursuant to Section 1.6(d)) shall be converted into the right to receive an amount of Parent Common Stock equal to the product of and become one Company Common Share multiplied by the Common Exchange Ratio (which Common Exchange Ratio is subject to adjustment as set forth in Section 1.8) (the “Common Stock Consideration” validly issued, fully paid and together with the Preferred Stock Consideration, the “Merger Consideration”). (c) All Company Common Shares (other than Company Common Shares to be canceled pursuant to Section 1.6(d)) shall be canceled and shall cease to exist, and each holder of a certificate theretofore representing any Company Common Shares (each, a “Certificate”) or non-certificated Company Common Shares represented by book-entry (“Book-Entry Shares”) shall cease to have any rights with respect thereto, except the right to receive (i) the Common Stock Consideration upon surrender of such Certificates or Book-Entry Shares in accordance with Section 2.1(c), without interest (subject to any applicable withholding Tax specified in Section 2.2); and (ii) any dividends and other distributions in accordance with Section 2.1(g). (d) Each Company Common Share owned by Parent or Merger Sub, or owned by any direct or indirect Subsidiary of any such Person, in each case immediately prior to the Effective Time, shall automatically be canceled and retired and cease to exist as of the Effective Time and no consideration shall be paid in exchange therefor. (e) Each nonassessable share of 6.125% Series C Cumulative Redeemable Preferred Stockcommon stock, par value $0.01 per share, of the Company Surviving Corporation, which shall constitute one hundred percent (such shares100%) of the outstanding equity of the Surviving Corporation immediately following the First Effective Time. (b) At the Effective Time, collectivelyby virtue of the Second Merger and without any further action on the part of Parent, Merger Subs, the “Surviving Corporation, the Company Preferred Stock”or the holders of any securities: (i) each share of common stock of the Surviving Corporation issued and outstanding immediately prior to the Effective Time shall thereupon be automatically cancelled and retired and cease to exist, and each, a “Company Preferred Share”, and the Company Preferred Shares collectively with the Company Common Shares, the “Company Shares”no consideration shall be delivered in exchange therefor; and (ii) each limited liability company interest in Merger Sub II issued and outstanding immediately prior to the Effective Time shall be converted into unaffected and remain outstanding as an identical company interest in the right to receive the Preferred Stock Consideration Surviving Company and shall be canceled and cease to exist, and each holder collectively constitute one hundred percent (100%) of a certificate theretofore representing any Company Preferred Shares or non-certificated Company Preferred Shares represented by book-entry shall cease to have any rights with respect thereto, except the right to receive outstanding equity of the Preferred Stock Consideration upon surrender of such certificates or book-entry sharesSurviving Company.

Effect on Capital Stock. At the Effective Time, by virtue of the Merger and without any further action on the part of ParentTCB, HBI, Merger Sub, the Company Sub or the holders any holder of any record of the following securities: (a) The limited liability company interests of Merger Sub issued and outstanding immediately prior to the Effective Time, all of which shall be held by Parent, shall remain outstanding as limited liability company interests of the Surviving Entity, all of which shall continue to be held by Parent. (b) Each share of common stock, par value $0.01 1.00 per share, of TCB (“TCB Stock”), outstanding prior to the Company Effective Time shall remain one validly issued, fully paid and nonassessable share of TCB Stock after the Effective Time. (such sharesb) Except for the Cancelled Shares and Dissenting Shares, collectivelyeach share of common stock, par value $1.00 per share, of HBI (the “Company Common HBI Stock”, and each, a “Company Common Share”) that is issued and outstanding immediately prior to the Effective Time (other than any shares of Company Common “HBI Stock Outstanding”) (i) that is held by a Qualified Shareholder shall cease to be canceled pursuant to Section 1.6(d)) outstanding and shall automatically be converted into and become the right to receive an amount receive, without interest, a number of Parent shares of TCB Common Stock equal to the quotient obtained by dividing the Stock Consideration by the HBI Stock Outstanding (the “Exchange Ratio”), and (ii) that is held by a Non-Qualified Shareholder shall cease to be outstanding and shall automatically be converted into and become the right to receive, without interest, an amount in cash equal to the product of one Company Common Share $21.53 multiplied by the Common Exchange Ratio (which Common Exchange Ratio is subject to adjustment as set forth in Section 1.8) (the “Common Stock Cash Consideration” and together with the Preferred Stock Consideration, the “Merger Consideration”). (c) No certificates representing a fractional share shall be issued by TCB. In lieu of any fractional share, each holder of HBI Stock entitled to a fractional share, upon surrender of such shares of HBI Stock, shall be entitled to receive from TCB an amount in cash (without interest), payable in accordance with Section 1.06, rounded to the nearest cent, determined by multiplying the fractional share by $21.53. (d) All Company Common Shares (other than Company Common Shares shares of HBI Stock to be canceled converted into the right to receive the Merger Consideration pursuant to this Section 1.6(d)) 1.05 shall no longer be canceled outstanding and shall automatically be cancelled and cease to exist, and each holder of a certificate theretofore representing that immediately prior to the Effective Time represented any Company Common Shares (each, a “Certificate”) or non-certificated Company Common Shares represented by book-entry (“Book-Entry Shares”) such shares of HBI Stock shall thereafter cease to have any rights with respect theretoto such shares of HBI Stock, except the right to receive (i) the Common Stock Consideration upon surrender of such Certificates or Book-Entry Shares in accordance with Section 2.1(c), without interest (subject to any applicable withholding Tax specified in Section 2.2); and (ii) any dividends and other distributions in accordance with Section 2.1(g)Merger Consideration. (de) Each Company Common Share Any shares of HBI Stock that are owned by Parent or Merger Sub, or owned by any direct or indirect Subsidiary of any such Person, in each case immediately prior to the Effective TimeTime by HBI, TCB or their respective Subsidiaries (other than (i) shares of HBI Stock held, directly or indirectly, in trust accounts, managed accounts and the like or otherwise held in a fiduciary capacity that are beneficially owned by third parties, and (ii) shares of HBI Stock held in respect of a debt previously contracted) shall automatically be canceled and retired and cease to exist as of extinguished without any conversion thereof or consideration therefor (the Effective Time and no consideration shall be paid in exchange therefor“Cancelled Shares”). (ef) Each share of 6.125% Series C Cumulative Redeemable Preferred Stockcommon stock, par value $0.01 per shareshare (“Merger Sub Stock”), of the Company (such shares, collectively, the “Company Preferred Stock”, and each, a “Company Preferred Share”, and the Company Preferred Shares collectively with the Company Common Shares, the “Company Shares”) Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted automatically into and become one newly issued, fully paid and non-assessable share of common stock of the right Surviving Corporation. (g) If, prior to receive the Preferred Effective Time, the outstanding shares of TCB Stock Consideration and or HBI Stock shall have been increased, decreased, changed into or exchanged for a different number or kind of shares or securities as a result of a reorganization, recapitalization, reclassification, stock dividend, stock split, reverse stock split, or other similar change in capitalization, or there shall be canceled any extraordinary dividend or distribution, an appropriate and cease proportionate adjustment shall be made to exist, and each holder of a certificate theretofore representing any Company Preferred Shares or non-certificated Company Preferred Shares represented by book-entry shall cease to have any rights with respect thereto, except the right to receive the Preferred Stock Consideration upon surrender of such certificates or book-entry sharesExchange Ratio.

Effect on Capital Stock. At the Effective Time, Time by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company or the holders of any of the following securitiesholder thereof: (a) The limited liability company interests of Merger Sub issued and outstanding immediately prior to the Effective Time, all of which shall be held by Parent, shall remain outstanding as limited liability company interests of the Surviving Entity, all of which shall continue to be held by Parent. (b) Each share of common stock, par value $0.01 per share, of the Company (such shares, collectively, the “Company Common Stock”, and each, a “Company Common Share”) Stock issued and outstanding immediately prior to the Effective Time (other than any shares of Company Common Stock to be canceled pursuant to Section 1.6(dDissenting Shares)) , shall be converted into the right to receive an amount (i) 1.3411 (the “Exchange Ratio”) fully paid and nonassessable shares of Parent Common Stock equal to the product of one Company Common Share multiplied by the Common Exchange Ratio (which Common Exchange Ratio is Stock, subject to adjustment as set forth in Section 1.8) 2.5 with respect to fractional shares (the “Common Stock Consideration”), and (ii) $8.18 in cash (the “Cash Consideration” and and, together with the Preferred Stock Consideration, the “Merger Consideration”). (cb) All shares of Company Common Shares Stock (other than Company Common Shares shares referred to be canceled pursuant to in Section 1.6(d1.9(d)) shall cease to be outstanding and shall be canceled and retired and shall cease to exist, and each holder of a certificate theretofore representing which immediately prior to the Effective Time represented any such shares of Company Common Shares Stock (each, a “Certificate”) or non-certificated Company Common Shares represented by book-entry (“Book-Entry Shares”) shall thereafter cease to have any rights with respect theretoto such shares of Company Common Stock, except the right to receive (i) the Common Stock applicable Merger Consideration and any dividends or other distributions to which holders become entitled all in accordance with Article II upon the surrender of such Certificates or Book-Entry Shares in accordance with Section 2.1(c), without interest (subject to any applicable withholding Tax specified in Section 2.2); and (ii) any dividends and other distributions in accordance with Section 2.1(g)Certificate. (dc) Each Company Common Share owned by Parent or Unless there is a Conversion Event, each membership interest of Merger Sub, or owned by any direct or indirect Subsidiary of any such Person, in each case Sub issued and outstanding immediately prior to the Effective TimeTime shall remain issued, shall automatically be canceled outstanding and retired and cease to exist unchanged as a membership interest of the Effective Time and no consideration shall be paid in exchange therefor. (e) Each Surviving Company. If there is a Conversion Event, each share of 6.125% Series C Cumulative Redeemable Preferred Stockcommon stock, par value $0.01 0.0001 per share, of the Company (such shares, collectively, the “Company Preferred Stock”, and each, a “Company Preferred Share”, and the Company Preferred Shares collectively with the Company Common Shares, the “Company Shares”) Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into one share of common stock, par value $0.0001 per share, of the Surviving Company. (d) Notwithstanding anything in this Agreement to the contrary, shares of Company Common Stock that are issued and outstanding immediately prior to the Effective Time and that are owned by stockholders that have properly perfected their rights of appraisal within the meaning of Section 262 of the DGCL (the “Dissenting Shares”) shall not be converted into the right to receive the Preferred Merger Consideration, unless and until such stockholders shall have failed to perfect any available right of appraisal under applicable law, but, instead, the holders thereof shall be entitled to payment of the appraised value of such Dissenting Shares in accordance with Section 262 of the DGCL. If any such holder shall have failed to perfect or shall have effectively withdrawn or lost such right of appraisal, the shares of Company Common Stock Consideration held by such stockholder shall not be deemed Dissenting Shares for purposes of this Agreement and shall thereupon be canceled and cease to exist, and each holder of a certificate theretofore representing any Company Preferred Shares or non-certificated Company Preferred Shares represented by book-entry shall cease deemed to have been converted into the Merger Consideration at the Effective Time in accordance with Section 1.9(a). The Company shall give Parent (A) prompt notice of any rights demands for appraisal filed pursuant to Section 262 of the DGCL received by the Company, withdrawals of such demands and any other instruments served or delivered in connection with such demands pursuant to the DGCL and received by the Company and (B) the opportunity to participate in all negotiations and proceedings with respect theretoto demands made pursuant to Section 262 of the DGCL. The Company shall not, except with the right prior written consent of Parent, (x) make any payment with respect to receive any such demand, (y) offer to settle or settle any such demand or (z) waive any failure to timely deliver a written demand for appraisal or timely take any other action to perfect appraisal rights in accordance with the Preferred DGCL. (e) If prior to the Effective Time, Parent or the Company, as the case may be, should split, combine or otherwise reclassify the Parent Common Stock Consideration or the Company Common Stock, or pay a stock dividend or other stock distribution in Parent Common Stock or Company Common Stock, as applicable, or otherwise change the Parent Common Stock or Company Common Stock into any other securities, or make any other such stock dividend or distribution in capital stock of Parent or the Company in respect of the Parent Common Stock or the Company Common Stock, respectively, then any number or amount contained herein which is based upon surrender the price of the Parent Common Stock or the number of shares of Company Common Stock or Parent Common Stock, as the case may be, will be appropriately adjusted to reflect such certificates split, combination, dividend or book-entry sharesother distribution or change.

Effect on Capital Stock. (a) At the Effective Time, by virtue of the Merger and without any action on the part of Parentthe holder thereof, Merger Subeach share of Company Common Stock issued and outstanding immediately prior to the Effective Time (excluding any Company Restricted Shares and Excluded Shares) shall be converted into the right to receive (i) 0.4062 (the "Exchange Ratio") validly issued, fully paid and non-assessable shares of Parent Common Stock (the "Stock Consideration") and (ii) $1.50 in cash (the "Per Share Cash Amount"), without interest, together with any cash in lieu of fractional shares of Parent Common Stock to be paid pursuant to Section 2.5 (such shares and cash, the Company or "Base Merger Consideration"). The Exchange Ratio and Base Merger Consideration shall be subject to adjustment pursuant to Section 1.10 (as so adjusted, the "Merger Consideration"). (b) As a result of the Merger and without any action on the part of the holders thereof, at the Effective Time, all shares of Company Common Stock (other than Company Restricted Shares and Excluded Shares) shall cease to be outstanding and shall be canceled and retired, and each certificate that immediately prior to the Effective Time represented any such shares of Company Common Stock (the "Certificates") shall thereafter represent only the right to receive the Merger Consideration with respect to the shares of Company Common Stock (other than Company Restricted Shares and Excluded Shares) formerly represented thereby, and any dividends or other distributions to which the holders thereof are entitled pursuant to Section 2.3. (c) Each Excluded Share at the Effective Time shall, by virtue of the following securities:Merger and without any action on the part of the holder thereof, cease to be outstanding and shall be canceled and retired and no stock of Parent or other consideration shall be delivered in exchange therefor. (ad) The At the Effective Time, each limited liability company interests interest of Merger Sub issued and outstanding immediately prior to the Effective Time, all of which Time shall continue to be held by Parent, issued and outstanding and shall remain constitute the only issued and outstanding as limited liability company interests of the Surviving Entity, all of which shall continue to be held by Parent. (b) Each share of common stock, par value $0.01 per share, of the Company (such shares, collectively, the “Company Common Stock”, and each, a “Company Common Share”) issued and outstanding immediately prior to the Effective Time (other than any shares of Company Common Stock to be canceled pursuant to Section 1.6(d)) shall be converted into the right to receive an amount of Parent Common Stock equal to the product of one Company Common Share multiplied by the Common Exchange Ratio (which Common Exchange Ratio is subject to adjustment as set forth in Section 1.8) (the “Common Stock Consideration” and together with the Preferred Stock Consideration, the “Merger Consideration”). (c) All Company Common Shares (other than Company Common Shares to be canceled pursuant to Section 1.6(d)) shall be canceled and shall cease to exist, and each holder of a certificate theretofore representing any Company Common Shares (each, a “Certificate”) or non-certificated Company Common Shares represented by book-entry (“Book-Entry Shares”) shall cease to have any rights with respect thereto, except the right to receive (i) the Common Stock Consideration upon surrender of such Certificates or Book-Entry Shares in accordance with Section 2.1(c), without interest (subject to any applicable withholding Tax specified in Section 2.2); and (ii) any dividends and other distributions in accordance with Section 2.1(g). (d) Each Company Common Share owned by Parent or Merger Sub, or owned by any direct or indirect Subsidiary of any such Person, in each case immediately prior to the Effective Time, shall automatically be canceled and retired and cease to exist as of the Effective Time and no consideration shall be paid in exchange therefor. (e) Each share of 6.125% Series C Cumulative Redeemable Preferred Stock, par value $0.01 per share, of the Company (such shares, collectively, the “Company Preferred Stock”, and each, a “Company Preferred Share”, and the Company Preferred Shares collectively with the Company Common Shares, the “Company Shares”) issued and outstanding immediately prior to the Effective Time shall be converted into the right to receive the Preferred Stock Consideration and shall be canceled and cease to exist, and each holder of a certificate theretofore representing any Company Preferred Shares or non-certificated Company Preferred Shares represented by book-entry shall cease to have any rights with respect thereto, except the right to receive the Preferred Stock Consideration upon surrender of such certificates or book-entry shares.

Effect on Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the holder of any shares of capital stock of the Company or the holders any shares of any capital stock of the following securitiesParent, Sun Global or Merger Sub: (a) The limited liability company interests Each share of capital stock of Merger Sub issued and outstanding immediately prior to the Effective Time, all of which Time shall be held by Parentconverted into and become one validly issued, shall remain outstanding as limited liability company interests fully paid and nonassessable share of common stock of the Surviving Entity, all of which shall continue to be held by ParentCorporation. (b) Each share of common stock, par value $0.01 per share, of Common Stock that is directly owned by the Company (such shares, collectively, the “Company Common Stock”, as treasury stock and each, a “Company Common Share”) issued and outstanding immediately prior to the Effective Time (other than any shares each share of Company Common Stock to be canceled pursuant to Section 1.6(d)) shall be converted into the right to receive an amount of Parent Common Stock equal to the product of one Company Common Share multiplied by the Common Exchange Ratio (which Common Exchange Ratio that is subject to adjustment as set forth in Section 1.8) (the “Common Stock Consideration” and together with the Preferred Stock Consideration, the “Merger Consideration”). (c) All Company Common Shares (other than Company Common Shares to be canceled pursuant to Section 1.6(d)) shall be canceled and shall cease to exist, and each holder of a certificate theretofore representing any Company Common Shares (each, a “Certificate”) or non-certificated Company Common Shares represented by book-entry (“Book-Entry Shares”) shall cease to have any rights with respect thereto, except the right to receive (i) the Common Stock Consideration upon surrender of such Certificates or Book-Entry Shares in accordance with Section 2.1(c), without interest (subject to any applicable withholding Tax specified in Section 2.2); and (ii) any dividends and other distributions in accordance with Section 2.1(g). (d) Each Company Common Share owned by Parent or Merger Sub, or directly owned by any direct or indirect Subsidiary of any such Personwholly-owned Company Subsidiary, in each case immediately prior to the Effective Time, shall automatically be canceled and retired and shall cease to exist as of the Effective Time exist, and no consideration shall be paid delivered in exchange therefor. (e) . Each share of 6.125% Series C Cumulative Redeemable Preferred StockCommon Stock owned by Parent immediately prior to the Effective Time shall remain outstanding after the Effective Time as validly issued, par value $0.01 per share, fully paid and nonassessable shares of common stock of the Company (such shares, collectively, the “Company Preferred Stock”, and each, a “Company Preferred Share”, and the Company Preferred Shares collectively with the Company Surviving Corporation. Each share of Common Shares, the “Company Shares”) issued and outstanding Stock owned by Sun Global immediately prior to the Effective Time shall be converted into and become a number of validly issued, fully paid and nonassessable shares of common stock of the Surviving Corporation equal to the sum of (i) the number of shares of Common Stock owned by Sun Global immediately prior to the Effective Time and (ii) the number of Shares outstanding immediately prior to the Effective Time. (c) Each share of Common Stock issued and outstanding immediately prior to the Effective Time (excluding shares which are to remain outstanding, or which will be canceled, in accordance with Section 2.01(b) and, except as provided in Section 2.01(d), the Appraisal Shares (as defined herein) shall be converted into the right to receive $5.25 in cash, without interest (the Preferred “Merger Consideration”), and at the Effective Time, all such shares of Common Stock Consideration shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and each holder of a certificate theretofore representing any Company Preferred Shares or non-certificated Company Preferred Shares represented by book-entry thereof shall cease to have any rights with respect thereto, except the right to receive the Preferred Merger Consideration and any declared dividends with a record date prior to the Effective Time that remain unpaid at the Effective Time and that are due to such holder. (d) Notwithstanding anything in this Agreement to the contrary, shares (the “Appraisal Shares”) of Common Stock Consideration upon surrender issued and outstanding immediately prior to the Effective Time that are held by any holder who is entitled to demand and properly demands appraisal of such certificates shares pursuant to, and who complies in all respects with, the Appraisal Provisions shall not be converted into the right to receive the Merger Consideration as provided in Section 2.01(c), but instead such holder shall be entitled to payment of the fair value of such shares in accordance with the Appraisal Provisions. At the Effective Time, the Appraisal Shares shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and each holder of Appraisal Shares shall cease to have any rights with respect thereto, except the right to receive the fair value of such shares in accordance with the Appraisal Provisions. Notwithstanding the foregoing, if any such holder shall fail to perfect or book-entry sharesotherwise shall waive, withdraw or lose the right to appraisal under the Appraisal Provisions or a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by the Appraisal Provisions, then the right of such holder to be paid the fair value of such holder’s Appraisal Shares under the Appraisal Provisions shall cease and such Appraisal Shares shall be deemed to have been converted at the Effective Time into, and shall have become, the right to receive the Merger Consideration as provided in Section 2.01(c). The Company shall give prompt notice to Parent and Sun Global of any demands for appraisal of any shares of Common Stock, withdrawals of such demands and any other instruments served pursuant to the MBCA received by the Company, and Parent and Sun Global shall have the right to participate in and direct all negotiations and proceedings with respect to such demands. The Company shall not, without the prior written consent of Parent and Sun Global (which consent shall not be unreasonably withheld or delayed), voluntarily make any payment with respect to, or settle or offer to settle, any such demands, or agree to do or commit to do any of the foregoing.

Effect on Capital Stock. (a) At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company or the holders of any of the following securities: (a) The limited liability company interests of Merger Sub issued and outstanding immediately prior subject to the Effective Timeother provisions of this Article 1 and Section 2.1, all of which shall be held by Parent, shall remain outstanding as limited liability company interests of the Surviving Entity, all of which shall continue to be held by Parent. (b) Each each share of common stock, par value $0.01 per share, of the Company (such shares, collectively, the “Company Common Stock”, and each, a “Company Common Share”) Stock issued and outstanding immediately prior to the Effective Time (other than shares of Company Common Stock held directly or indirectly by Parent or the Company or any of their respective Subsidiaries and except for any Dissenting Shares and any shares of Company Common Stock constituting Company Stock Awards (as defined in Section 1.8(b) granted pursuant to be canceled the Company Option Plans which are converted pursuant to Section 1.6(d)1.8(b) shall hereof) shall, by virtue of this Agreement and without any action on the part of the holder thereof, be converted into and exchangeable for the right to receive an amount of Parent Common Stock equal to the product of one Company Common Share multiplied by the Common Exchange Ratio following consideration (which Common Exchange Ratio is subject to adjustment as set forth in Section 1.8) (the “Common Stock Consideration” and together with the Preferred Stock Consideration, the “Merger Consideration”): the combination of (x) $9.00 (the “Per Share Cash Consideration”) and (y) 1.65 shares of validly issued, fully paid and non-assessable shares of Parent Common Stock (the “Per Share Stock Consideration” or the “Exchange Ratio”), subject to adjustment in accordance with Section 1.7(c). (cb) All of the shares of Company Common Shares (other than Company Common Shares to be canceled Stock converted into the Merger Consideration pursuant to Section 1.6(d)) this Article 1 shall no longer be canceled outstanding and shall automatically be cancelled and shall cease to exist, and each holder of a certificate theretofore representing any Company Common Shares (each, each a “Certificate”) or non-certificated previously representing any such shares of Company Common Shares represented by book-entry (“Book-Entry Shares”) Stock shall thereafter cease to have any rights with respect theretoto such securities, except the right to receive (i) the Common Stock Consideration upon surrender of such Certificates or Book-Entry Shares in accordance with Section 2.1(c)Merger Consideration, without interest (subject to any applicable withholding Tax specified in Section 2.2); and (ii) any dividends and other distributions in accordance with Section 2.1(g2.1(c), and (iii) any cash to be paid in lieu of any fractional share of Parent Common Stock in accordance with Section 2.1(e). (c) If, between the date of this Agreement and the Effective Time, the shares of Parent Common Stock shall be changed or proposed to be changed into a different number or class of shares by reason of the occurrence of or record date with respect to any reclassification, recapitalization, split-up, combination, exchange of shares or similar readjustment, in any such case within such period, or a stock dividend thereon shall be declared with a record date within such period, appropriate adjustments shall be made to the Per Share Stock Consideration. (d) Each Company Common Share owned by Parent or Merger Sub, or owned by any direct or indirect Subsidiary of any such Person, in each case immediately prior to At the Effective Time, all shares of Company Common Stock that are owned directly or indirectly by Parent or the Company or any of their respective Subsidiaries shall automatically be canceled cancelled and retired and shall cease to exist as of the Effective Time and no stock of Parent, cash or other consideration shall be paid delivered in exchange therefor. (e) Each share . All shares of 6.125% Series C Cumulative Redeemable Preferred Stock, par value $0.01 per share, of Parent Common Stock that are owned by the Company (such shares, collectively, the “Company Preferred Stock”, and each, a “Company Preferred Share”, and the Company Preferred Shares collectively with the Company Common Shares, the “Company Shares”) issued and outstanding immediately prior to the Effective Time or any of its Subsidiaries shall be converted into the right to receive the Preferred Stock Consideration and shall be canceled and cease to exist, and each holder become authorized unissued stock of a certificate theretofore representing any Company Preferred Shares or non-certificated Company Preferred Shares represented by book-entry shall cease to have any rights with respect thereto, except the right to receive the Preferred Stock Consideration upon surrender of such certificates or book-entry sharesParent.

Effect on Capital Stock. (a) At the Reincorporation Effective Time, by virtue of the Reincorporation Merger and without any action on the part of Parentthe Company, Merger Sub, the Company Virginia Sub or the holders of any of the following securities: (a) The limited liability company interests of Merger Sub issued and outstanding immediately prior to the Effective Time, all of which shall be held by Parent, shall remain outstanding as limited liability company interests of the Surviving Entity, all of which shall continue to be held by Parent. (b) Each share holder of common stock, par value $0.01 per share, of the Company (such shares, collectively, the “"Company Common Stock”"), and each, a “(i) each share of Company Common Share”Stock (including restricted shares of Company Common Stock (the "Company Restricted Stock")) issued and outstanding immediately prior to the Reincorporation Effective Time (other than any shares held in the treasury of the Company Common Stock immediately prior to be canceled pursuant to Section 1.6(d)the Reincorporation Effective Time) shall be converted into the right to receive an amount of Parent Common Stock equal to the product of one Company Common Share multiplied by the Common Exchange Ratio (which Common Exchange Ratio is subject to adjustment as set forth in Section 1.8) (the “Common Stock Consideration” and together with the Preferred Stock Consideration, the “Merger Consideration”). (c) All Company Common Shares (other than Company Common Shares to be canceled pursuant to Section 1.6(d)) shall be canceled and shall cease to exist, and each holder of a certificate theretofore representing any Company Common Shares (each, a “Certificate”) or non-certificated Company Common Shares represented by book-entry (“Book-Entry Shares”) shall cease to have any rights with respect thereto, except the right to receive (i) the Common Stock Consideration upon surrender of such Certificates or Book-Entry Shares in accordance with Section 2.1(c), without interest (subject to any applicable withholding Tax specified in Section 2.2); and (ii) any dividends and other distributions in accordance with Section 2.1(g). (d) Each Company Common Share owned by Parent or Merger Sub, or owned by any direct or indirect Subsidiary of any such Person, in each case immediately prior to the Effective Time, shall automatically be canceled and retired and cease to exist as of the Effective Time and no consideration shall be paid in exchange therefor. (e) Each share of 6.125% Series C Cumulative Redeemable Preferred Stockcommon stock, par value $0.01 per share, of Company Virginia Sub (the "Company Virginia Sub Common Stock"), (ii) each share of Company Common Stock held in the treasury of the Company immediately prior to the Reincorporation Effective Time shall be cancelled and (such shares, collectively, the “iii) each share of Company Preferred Stock”, and each, a “Company Preferred Share”, and the Company Preferred Shares collectively with the Company Virginia Sub Common Shares, the “Company Shares”) Stock issued and outstanding immediately prior to the Reincorporation Effective Time shall be canceled. (b) All of the shares of Company Common Stock converted into the right shares of Company Virginia Sub Common Stock pursuant to receive the Preferred Stock Consideration Section 1.05(a) shall no longer be outstanding and shall automatically be canceled and shall cease to existexist as of the Reincorporation Effective Time, and each holder of certificate (each, a certificate theretofore representing any “Company Preferred Shares or non-certificated Company Preferred Shares represented by book-entry shall cease to have any rights with respect thereto, except the right to receive the Preferred Stock Consideration upon surrender of such certificates Common Certificate”) or book-entry sharesshares (“Company Common Book-Entry Shares”) previously representing any such shares shall thereafter represent, without the requirement of any exchange thereof, that number of shares of Company Virginia Sub Common Stock into which such shares of Company Common Stock represented by such Company Common Certificate or Company Common Book-Entry Shares have been converted pursuant to Section 1.05(a) (such certificates following the Reincorporation Merger, the “Company Virginia Sub Certificates” and such book-entry shares following the Reincorporation Merger, the “Company Virginia Sub Book-Entry Shares”).

Effect on Capital Stock. (a) At the Effective Time, Time by virtue of the Merger and without any action on the part of Parentthe holder thereof, Merger Sub, the Company or the holders of any of the following securities: (a) The limited liability company interests of Merger Sub issued and outstanding immediately prior to the Effective Time, all of which shall be held by Parent, shall remain outstanding as limited liability company interests of the Surviving Entity, all of which shall continue to be held by Parent. (b) Each each share of common stock, par value $0.01 per share, of the Company (such shares, collectively, the “Company Common Stock”, and each, a “Company Common Share”) issued and outstanding immediately prior to the Effective Time (other than any shares of Company Excel Common Stock to be canceled pursuant to Section 1.6(d)) shall be converted into the right to receive an amount of Parent Common Stock equal to the product of one Company Common Share multiplied by the Common Exchange Ratio (which Common Exchange Ratio is subject to adjustment as set forth in Section 1.8) (the “Common Stock Consideration” and together with the Preferred Stock Consideration, the “Merger Consideration”). (c) All Company Common Shares (other than Company Common Shares to be canceled pursuant to Section 1.6(d)) shall be canceled and shall cease to exist, and each holder of a certificate theretofore representing any Company Common Shares (each, a “Certificate”) or non-certificated Company Common Shares represented by book-entry (“Book-Entry Shares”) shall cease to have any rights with respect thereto, except the right to receive (i) the Common Stock Consideration upon surrender of such Certificates or Book-Entry Shares in accordance with Section 2.1(c), without interest (subject to any applicable withholding Tax specified in Section 2.2); and (ii) any dividends and other distributions in accordance with Section 2.1(g). (d) Each Company Common Share owned by Parent or Merger Sub, or owned by any direct or indirect Subsidiary of any such Person, in each case immediately prior to the Effective Time, shall automatically be canceled and retired and cease to exist as of the Effective Time and no consideration shall be paid in exchange therefor. (e) Each share of 6.125% Series C Cumulative Redeemable Preferred Stock, par value $0.01 per share, of the Company (such shares, collectively, the “Company Preferred Stock”, and each, a “Company Preferred Share”, and the Company Preferred Shares collectively with the Company Common Shares, the “Company Shares”) issued and outstanding immediately prior to the Effective Time shall be converted into the right to receive 0.885 (the "Exchange Ratio") of a common share of Teleglobe capital stock (which together with any cash in lieu of fractional Teleglobe Common Shares shall be the "Merger Consideration"). It is understood and agreed by the parties that on June 15, 1998, Teleglobe will pay a dividend (the "Teleglobe Stock Dividend") of one common share of Teleglobe capital stock in respect of each outstanding common share of Teleglobe capital stock and of one First Series Preferred Share of Teleglobe capital stock in respect of each outstanding First Series Preferred Share of Teleglobe capital stock to shareholders of record on such date, and that the Exchange Ratio has been calculated after giving effect to such dividend. (b) As a result of the Merger and without any action on the part of the holders thereof, at the Effective Time, all shares of Excel Common Stock Consideration shall cease to be outstanding and shall be canceled and retired and shall cease to exist, and each holder (other than Teleglobe, Merger Sub and Excel) of a certificate theretofore representing which, immediately prior to the Effective Time, represented any Company Preferred Shares or non-certificated Company Preferred Shares represented by book-entry such shares of Excel Common Stock (a "Certificate") shall thereafter cease to have any rights with respect theretoto such shares of Excel Common Stock, except the right to receive the Preferred Stock applicable Merger Consideration in accordance with Article II upon the surrender of such certificates Certificate. (c) Each share of Excel Common Stock issued and owned or bookheld by Teleglobe, Merger Sub or Excel at the Effective Time shall, by virtue of the Merger, cease to be outstanding and shall be canceled and retired and no Teleglobe Common Shares or other consideration shall be delivered in exchange therefor. (d) Each share of common stock, par value $.001 per share, of Merger Sub ("Merger Sub Common Stock") issued and outstanding immediately prior to the Effective Time shall be converted into and shall become one validly issued fully paid and nonassessable share of Surviving Corporation Common Stock as of the Effective Time, and the Surviving Corporation shall become a wholly owned Subsidiary of Teleglobe. (e) At the Effective Time, each outstanding option to purchase or right to receive Excel Common Stock (an "Excel Stock Option") issued pursuant to the (a) Excel Communications, Inc. Employee Ownership Plan, (b) Excelcom, Inc. 1995 Stock Option Plan, (c) Excelcom, Inc. 1997 Director Stock Option Plan, (d) Excelcom, Inc. Director Stock Option Plan with Xxxxxx X. XxXxxxxxx, (e) Telco Communications Group, Inc. Amended and Restated 1994 Stock Option Plan, (f) Excel Communications, Inc. 1997 Stock Option Plan and (g) Excel Communications, Inc. 1997 Director Stock Option Plan (collectively, the "Excel Stock Plans"), whether vested or unvested, shall be deemed to constitute an option to acquire, on the same terms and conditions as were applicable under such Excel Stock Option (taking into account any acceleration of vesting as a result of the Merger), that number of common shares of Teleglobe capital stock which the holder of such Excel Stock Option would have been entitled to receive pursuant to the Merger if such holder had exercised such Excel Stock Option in full immediately prior to the Effective Time (rounded up to the nearest whole number), at an exercise price per share equal to (y) the exercise price per share for the shares of Excel Common Stock purchasable pursuant to such Excel Stock Option divided by (z) the Exchange Ratio (a "Converted Option"). Teleglobe shall take such actions as are necessary for the assumption of the Excel Stock Options pursuant to this Section 1.8(e), including the reservation, issuance and listing of common shares of Teleglobe capital stock as are necessary to effectuate the transactions contemplated by this Section 1.8(e). Teleglobe shall prepare and file with the Securities and Exchange Commission (the "SEC") a registration statement on Form S-8 or other appropriate form with respect to common shares of Teleglobe capital stock subject to Excel Stock Options issued under such Excel Stock Plans and shall use its best efforts to have such registration statement declared effective immediately following the Effective Time and to maintain the effectiveness of such registration statement or registration statements covering such Excel Stock Options (and maintain the current status of the prospectus or prospectuses contained therein) for so long as such Excel Stock Options remain outstanding. (f) In exchange for and in consideration of the issuance of the Teleglobe Common Shares, Teleglobe will be entitled to subscribe and undertakes and agrees to subscribe, at the Effective Time, for the Surviving Corporation Common Stock. The Surviving Corporation Common Stock will at the Effective Time have been duly authorized and, when issued to Teleglobe pursuant to this Agreement, will be validly issued and outstanding as fully paid and non-entry sharesassessable. (g) At the Effective Time, the Registration Rights Agreement dated as of October 14, 1997, between Excel and the stockholders of Excel named on the signature pages thereto shall, by virtue of the Merger, become applicable to the common shares of Teleglobe capital stock on the same terms and conditions applicable to the Excel Common Stock and Teleglobe shall assume the obligations of Excel with respect thereto.

Effect on Capital Stock. At Subject to the provisions of this Agreement: (a) immediately prior to the Effective Time, each share of Company Preferred Stock (including shares of Company Preferred Stock issued upon the conversion of Convertible Notes immediately prior to the Company Preferred Stock Conversion as provided in the Company Support Agreements) other than Series D Preferred that is issued and outstanding as of such time shall automatically convert into one (1) share of Company Common Stock (collectively, the “Company Preferred Stock Conversion”). All of the shares of Company Preferred Stock converted into shares of Company Common Stock shall no longer be outstanding and shall cease to exist, and each holder of Company Preferred Stock shall thereafter cease to have any rights with respect to such securities; (b) immediately prior to the Effective Time, each share of Acquiror Class B Common Stock that is issued and outstanding as of such time shall automatically convert in accordance with the terms of the Certificate of Incorporation into one (1) share of Acquiror Class A Common Stock (the “Sponsor Stock Conversion”). All of the shares of Acquiror Class B Common Stock converted into shares of Acquiror Class A Common Stock shall no longer be outstanding and shall cease to exist, and each holder of Acquiror Class B Common Stock shall thereafter cease to have any rights with respect to such securities; (c) at the Effective Time, by virtue of the Merger and without any action on the part of Parentany Company Stockholder, Merger Sub, the Company or the holders of any subject to and in consideration of the following securities: terms and conditions set forth herein (a) The limited liability company interests of Merger Sub issued and outstanding immediately prior to the Effective Time, all of which shall be held by Parent, shall remain outstanding as limited liability company interests including delivery of the Surviving Entityrelease contemplated by Section 3.3(a)(ii)), all of which shall continue to be held by Parent. (b) Each each share of common stock, par value $0.01 per share, of the Company (such shares, collectively, the “Company Common Stock”, and each, a “Company Common Share”) Stock that is issued and outstanding immediately prior to the Effective Time (other than any shares of Company Common Stock to be canceled pursuant to Section 1.6(dthe Dissenting Shares)) , shall be converted into the right to receive the following: (i) the holder of such share shall be deemed to have made a proper election to receive cash (a “Cash Election”) (A) if such Company Stockholder holds a number of shares of Company Common Stock that represents 7.75% or more of such holder’s Aggregate Equity, with respect to a number of shares of Company Common Stock equal to 7.75% of such holder’s Aggregate Equity, and (B) if such Company Stockholder holds a number of shares of Company Common Stock that represents less than 7.75% of such holder’s Aggregate Equity, with respect to all of such Company Stockholder’s Company Common Stock (each such share, a “Cash Electing Share”), an amount in cash for such Cash Electing Share, without interest, equal to the Per Share Merger Consideration Value, except that if (A) the sum of Parent the aggregate number of Dissenting Shares and the aggregate number of Cash Electing Shares, multiplied by (B) the Per Share Merger Consideration Value (such product, the “Aggregate Cash Election Amount”) exceeds the Cash Consideration, then each Cash Electing Share shall be converted into the right to receive (x) an amount in cash, without interest, equal to the product of (1) the Per Share Merger Consideration Value and (2) a fraction, the numerator of which shall be the Cash Consideration and the denominator of which shall be the Aggregate Cash Election Amount (such fraction, the “Cash Fraction”) and (y) a number of validly issued, fully paid and nonassessable shares of PubCo Common Stock equal to the product of (1) the Per Share Merger Consideration Value and (2) one minus the Cash Fraction; (ii) the holder of such share shall be deemed to have made a proper election to receive shares of PubCo Common Stock (a “Stock Election”) with respect to any shares of Company Common Stock that are not Cash Electing Shares (each such share, a “Stock Electing Share”), the applicable Per Share multiplied by Merger Consideration; and (iii) if the Common Exchange Ratio (which Common Exchange Ratio Cash Consideration Excess is subject to adjustment as set forth in Section 1.8) (greater than zero, then the “amount of such Cash Consideration Excess shall remain at the Company. All of the shares of Company Common Stock Consideration” and together with converted into the Preferred Stock Consideration, the “Merger Consideration”). (c) All Company Common Shares (other than Company Common Shares right to be canceled pursuant to receive consideration as described in this Section 1.6(d)3.1(c) shall no longer be canceled outstanding and shall cease to exist, and each holder of a certificate theretofore representing any Company Common Shares (each, a “Certificate”) or non-certificated Company Common Shares represented by book-entry (“Book-Entry Shares”) Stock shall thereafter cease to have any rights with respect theretoto such securities, except the right to receive (ithe applicable consideration described in this Section 3.1(c) the into which such share of Company Common Stock Consideration upon surrender of such Certificates or Book-Entry Shares shall have been converted into in accordance with the Merger. The Company shall also make all computations contemplated by this Section 2.1(c3.1(c), without interest (subject to any applicable withholding Tax specified in Section 2.2); and (ii) any dividends and other distributions in accordance consultation with Section 2.1(g).Acquiror; (d) Each Company Common Share owned at the Effective Time, by Parent or virtue of the Merger Sub, or owned by and without any direct or indirect Subsidiary action on the part of any such PersonCompany Stockholder, subject to and in consideration of the terms and conditions set forth herein and in the transaction documents with respect to the Strategic Financing, including the Strategic Investor LOI, each case share of Series D Preferred that is issued and outstanding immediately prior to the Effective Time, shall automatically be canceled and retired and cease converted into the right to exist as receive a number of shares of PubCo Preferred Stock equal to the Effective Time and no consideration shall be paid in exchange therefor.Exchange Ratio; (e) Each at the Effective Time, by virtue of the Merger and without any action on the part of any holder thereof, each share of 6.125% Series C Cumulative Redeemable Preferred Stockcommon stock, par value $0.01 0.001 per share, of the Company (such shares, collectively, the “Company Preferred Stock”, and each, a “Company Preferred Share”, and the Company Preferred Shares collectively with the Company Common Shares, the “Company Shares”) Merger Sub issued and outstanding immediately prior to the Effective Time shall no longer be outstanding and shall thereupon be converted into and become one validly issued fully paid and non-assessable share of common stock, par value $0.001 per share, of the right Surviving Company and all such shares shall constitute the only outstanding shares of capital stock of the Surviving Company as of immediately following the Effective Time; and (f) at the Effective Time, by virtue of the Merger and without any action on the part of any holder thereof, each share of Company Capital Stock held in the treasury of the Company immediately prior to receive the Preferred Stock Consideration and Effective Time shall be canceled cancelled and cease to exist, and each holder of a certificate theretofore representing any Company Preferred Shares no payment or non-certificated Company Preferred Shares represented by book-entry distribution shall cease to have any rights be made with respect thereto, except the right to receive the Preferred Stock Consideration upon surrender of such certificates or book-entry shares.

Effect on Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of ParentDai-ichi, Merger Sub, the Company Protective or the holders of any of the following securities: (a) The limited liability company interests of Merger Sub issued and outstanding immediately prior to the Effective Time, all of which shall be held by Parent, shall remain outstanding as limited liability company interests of the Surviving Entity, all of which shall continue to be held by Parent. (b) Each share of common stock, par value $0.01 per share, of the Company (such shares, collectively, the “Company Common Stock”, and each, a “Company Common Share”) Stock issued and outstanding immediately prior to the Effective Time (other than any shares of Company Common Stock to be canceled pursuant to Section 1.6(d)Excluded Shares and Dissenting Shares) shall will be converted into and will thereafter represent the right to receive an amount of Parent Common Stock equal to the product of one Company Common Share multiplied by the Common Exchange Ratio (which Common Exchange Ratio is subject to adjustment as set forth $70.00 in Section 1.8) cash, without interest (the “Common Stock Per Share Merger Consideration” and together with in the Preferred Stock Considerationaggregate for all shares of Common Stock, the “Merger Consideration”). (cb) All Company Common Shares (other than Company Common Shares to be canceled pursuant to Section 1.6(d)) shall be canceled and shall cease to exist, and each holder Each share of a certificate theretofore representing any Company Common Shares (each, a “Certificate”) or non-certificated Company Common Shares represented by book-entry (“Book-Entry Shares”) shall cease to have any rights with respect thereto, except the right to receive (i) the Common Stock Consideration upon surrender of such Certificates or Book-Entry Shares in accordance with Section 2.1(c), without interest (subject to any applicable withholding Tax specified in Section 2.2); and (ii) any dividends and other distributions in accordance with Section 2.1(g). (d) Each Company Common Share owned by Parent Dai-ichi or Merger Sub, Protective or owned by any their respective direct or indirect Subsidiary of any such Personwholly-owned Subsidiaries (“Excluded Shares”), in each case immediately prior to the Effective Time, shall automatically will be canceled without any conversion thereof, and retired and cease to exist as of the Effective Time and no consideration shall Per Share Merger Consideration will not be paid in exchange thereforwith respect thereto. (ec) Each share Notwithstanding any provision of 6.125% Series C Cumulative Redeemable Preferred Stockthis Agreement to the contrary, par value $0.01 per shareif and to the extent required by the DGCL, shares of the Company (such shares, collectively, the “Company Preferred Stock”, and each, a “Company Preferred Share”, and the Company Preferred Shares collectively with the Company Common Shares, the “Company Shares”) Stock which are issued and outstanding immediately prior to the Effective Time shall and which are held by holders of such shares of Common Stock who have properly exercised appraisal rights with respect thereto (the “Dissenting Shares”) in accordance with Section 262 of the DGCL, will not be converted into the right to receive the Preferred Merger Consideration, and holders of such Dissenting Shares will be entitled to receive in lieu of the Merger Consideration payment of the appraised value of such Dissenting Shares determined in accordance with the provisions of Section 262 of the DGCL unless and until such holders fail to perfect or effectively withdraw or otherwise lose their rights to appraisal and payment under the DGCL. If, after the Effective Time, any such holder fails to perfect or effectively withdraws or loses such right, such Dissenting Shares will thereupon be treated as if they had been converted into and to have become exchangeable for, at the Effective Time, the right to receive the Merger Consideration payable in respect of Common Stock. Notwithstanding anything to the contrary contained in this Section 2.06(c), if this Agreement is terminated prior to the Effective Time, then the right of any stockholder to be paid the fair value of such stockholder’s Dissenting Shares pursuant to Section 262 of the DGCL will cease. Protective will give Dai-ichi (i) prompt notice of any written demands received by the Protective for appraisal of Dissenting Shares, withdrawals of such demands and any other instruments served pursuant to the DGCL which are received by Protective relating to such holder’s rights of appraisal and (ii) the opportunity to direct all negotiations and proceedings with respect to demands for appraisal under the DGCL. Protective will not, except with the prior written consent of Dai-ichi, make any payment with respect to any demand for appraisal or offer to settle or settle any such demands, and Dai-ichi will not commit to make any such payment or enter into any such settlement prior to the Effective Time without the prior written consent of Protective. (d) Each share of the common stock of Merger Sub issued and outstanding immediately prior to the Effective Time will be converted into one fully paid and non assessable share of common stock of the Surviving Corporation. (e) If after the date of this Agreement and prior to the Effective Time, Protective pays a dividend in, splits, combines into a smaller number of shares, or issues by reclassification any shares of Common Stock (or undertakes any similar act), then the Per Share Merger Consideration will be appropriately adjusted to provide to the holders of the Common Stock the same economic effect as contemplated by this Agreement prior to such action, and shall as so adjusted will, from and after the date of such event, be canceled the Per Share Merger Consideration, subject to further adjustment in accordance with this provision. (f) From and after the Effective Time, the Common Stock converted into the Merger Consideration pursuant to this Section 2.06 will no longer remain outstanding and will automatically be cancelled and retired and will cease to exist, and each holder of a certificate theretofore previously representing any Company Preferred Shares such Common Stock or shares of Common Stock that are in non-certificated Company Preferred Shares represented by book-entry shall form (either case being referred to in this Agreement, to the extent applicable, as a “Certificate”) will thereafter cease to have any rights with respect thereto, to such Common Stock except the right to receive the Preferred Stock Merger Consideration upon surrender of such certificates and any dividends or book-entry sharesother distributions as provided in Section 3.01(e).

Effect on Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company or the any stockholder of Company (each such stockholder, a "COMPANY STOCKHOLDER"): The holders of any all shares of common stock of Company, par value $0.001 per share (the following securities: "COMPANY COMMON STOCK") (a) The limited liability company interests each such share of Merger Sub Company Common Stock, a "COMPANY SHARE"), issued and outstanding immediately prior to the Effective Time, all including as outstanding for this purpose the total number of shares of Company Common Stock for which outstanding exchangeable shares of the Company's Canadian subsidiary can be exchanged ("OUTSTANDING COMPANY COMMON STOCK" and each an "OUTSTANDING COMPANY SHARE") shall be held by entitled to receive shares of fully paid and nonassessable common stock of Parent, shall remain par value $0.00001 per share ("PARENT COMMON STOCK") equal to 7.4656 times the number of shares of Parent Common Stock issued and outstanding as limited liability company interests at the Effective Time of the Surviving EntityMerger, (i) excluding all shares of Parent Common Stock held in the treasury of Parent, and (ii) excluding all shares of Series 2 and Series 3 Class B common stock outstanding, but (iii) including as outstanding the relevant number of shares of Parent Company stock into which shares of Parent which are still outstanding and can be converted (but have not yet been converted) by virtue of recapitalizations carried out by Parent (the "MERGER CONSIDERATION"). (a) Each Outstanding Company Share shall continue be converted into the right to be held receive and become exchangeable, as provided in Section 2.2 hereof, for the number of shares of Parent Common Stock represented by Parentthe quotient obtained by dividing the Merger Consideration by the total number of shares of Outstanding Company Common Stock (the "EXCHANGE MULTIPLE"), subject to adjustment as provided in Section 2.2(f). (b) Each share of common stock, par value $0.01 per share, of the Company (such shares, collectively, the “Company Common Stock”, and each, a “Company Common Share”) issued and outstanding Stock held in Company's treasury shares immediately prior to the Effective Time (other than and each share owned by any shares subsidiary of Company Common Stock to be canceled pursuant to Section 1.6(d)) shall be converted into not represent the right to receive an amount of Parent Common Stock equal to the product of one Company Common Share multiplied by the Common Exchange Ratio (which Common Exchange Ratio is subject to adjustment as set forth in Section 1.8) (the “Common Stock Consideration” and together with the Preferred Stock any Merger Consideration, the “Merger Consideration”). (c) All Company Common Shares (other than Company Common Shares to be canceled pursuant to Section 1.6(d)) and each such share shall be canceled and retired and shall cease to exist, and each holder of a certificate theretofore representing any Company Common Shares (eachno cash, a “Certificate”) securities or non-certificated Company Common Shares represented by book-entry (“Book-Entry Shares”) other property shall cease to have any rights with be payable in respect thereto, except the right to receive (i) the Common Stock Consideration upon surrender of such Certificates or Book-Entry Shares in accordance with Section 2.1(c), without interest (subject to any applicable withholding Tax specified in Section 2.2); and (ii) any dividends and other distributions in accordance with Section 2.1(g).thereof; (d) Each Company Common Share owned by Parent or Merger Sub, or owned by any direct or indirect Subsidiary of any such Person, in each case immediately prior to the Effective Time, shall automatically be canceled and retired and cease to exist as of the Effective Time and no consideration shall be paid in exchange therefor. (ec) Each share of 6.125% Series C Cumulative Redeemable Preferred Stockcommon stock of Merger Sub, par value $0.01 0.001 per share, of the Company (such shares, collectively, the “Company Preferred Stock”, and each, a “Company Preferred Share”, and the Company Preferred Shares collectively with the Company Common Shares, the “Company Shares”) issued and outstanding immediately prior to the Effective Time shall be converted into and become one fully paid and nonassessable share of common stock, par value $0.001 per share, of the right Surviving Corporation. (d) Each Company Stockholder (after aggregating the fractional shares of Parent Common Stock that would otherwise be received by such holder) shall be entitled only to the number of shares of Parent Common Stock to which such Company Stockholder is entitled by virtue of Sections 2.1(a) and (b) or 2.2(f) rounded down to the nearest whole number. No fractional shares of Parent Common Stock shall be issued in connection with the Merger. (e) Unless the value of the fractional share of Parent Common Stock which otherwise would have been issued by virtue of the Merger to a Company Stockholder exceeds an aggregate cash amount of One Dollar ($1.00), determined as provided below, such Company Stockholder shall not be entitled to receive a cash payment in lieu of a fractional share of Parent Common Stock. In the Preferred event that the value of the fractional share of Parent Common Stock to be issued by virtue of the Merger to a Company Stockholder exceeds One Dollar ($1.00), any such Company Stockholder entitled to receive a fractional share of Parent Common Stock will be entitled to receive a cash payment in lieu of such fractional share in an amount determined by Parent to be equal to such fraction multiplied by the arithmetic mean of the closing prices of Parent Common Stock on the Pink Sheets LLC over the twenty (20) trading days ending three (3) trading days prior to the Closing. (f) If between the date of this Agreement and the Effective Time, there shall be any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares or any similar event with respect to Company Common Stock or Parent Common Stock, the Exchange Multiple and the Merger Consideration and any other amounts payable pursuant to this Agreement shall be canceled and cease correspondingly adjusted to existthe extent appropriate to reflect such stock dividend, and each holder subdivision, reclassification, recapitalization, split, combination or exchange of a certificate theretofore representing any Company Preferred Shares shares or non-certificated Company Preferred Shares represented by book-entry shall cease to have any rights with respect thereto, except the right to receive the Preferred Stock Consideration upon surrender of such certificates or book-entry sharessimilar event.

Effect on Capital Stock. (a) At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company or the holders of any of the following securitiesother Person: (ai) The limited liability company interests each share of Merger Sub Common Stock issued and outstanding immediately prior to the Effective TimeTime (other than Excluded Shares and Dissenting Shares) will be converted into and will thereafter represent the right to receive an amount equal to the Offer Price (the “Per Share Merger Consideration” and in the aggregate for all such shares of Common Stock, all of which shall be held by Parent, shall remain outstanding as limited liability company interests of the Surviving Entity, all of which shall continue to be held by Parent.“Merger Consideration”); (bii) Each each share of Common Stock that has been irrevocably accepted by Merger Sub for purchase pursuant to the Offer or that is owned by the Company, Parent or any of their respective direct or indirect wholly-owned Subsidiaries (other than Merger Sub) immediately prior to the Effective Time (“Excluded Shares”) will be canceled and will cease to exist and no consideration will be paid or delivered in exchange therefor; and (iii) each share of common stock, par value $0.01 per share, of Merger Sub then outstanding will be converted into one share of common stock, par value $0.01 per share, of the Company Surviving Corporation. (such sharesb) Notwithstanding any provision of this Agreement to the contrary, collectivelyif and to the extent required by the DGCL, the “Company shares of Common Stock”, and each, a “Company Common Share”) Stock which are issued and outstanding immediately prior to the Effective Time (other than any and which are held by holders of such shares of Company Common Stock who are entitled to be canceled pursuant appraisal rights under Section 262 and who have properly demanded appraisal in accordance with Section 262 (and who have not failed to Section 1.6(d)perfect or otherwise effectively withdraw or lost the right to appraisal) shall (“Dissenting Shares”) will not be converted into or represent the right to receive an amount the Per Share Merger Consideration, and holders of such Dissenting Shares will be entitled to only such appraisal rights as are granted by Section 262. If any such holder fails to perfect or effectively withdraws or loses such right, each such Dissenting Share will thereupon be treated as if it had been converted into and become exchangeable for, at the Effective Time, the right to receive the Per Share Merger Consideration in accordance with this Agreement and will not thereafter be deemed to be a Dissenting Share. The Company will give Parent Common Stock equal (i) prompt notice of any written demands received by the Company for appraisal of Dissenting Shares, withdrawals of such demands and any other demands, notices or instruments served pursuant to the product of one Company Common Share multiplied DGCL which are received by the Common Exchange Ratio Company relating to such demands and (which Common Exchange Ratio is subject ii) the opportunity to adjustment as set forth in Section 1.8) (the “Common Stock Consideration” direct all negotiations and together proceedings with respect to such demands, notices or instruments. The Company will not, except with the Preferred Stock Considerationprior written consent of Parent, make any payment with respect to any appraisal demand, notice or instrument or offer to settle or settle any such demand, notice or instrument, and Parent will not commit to make any such payment or enter into any such settlement prior to the “Merger Consideration”)Effective Time without the prior written consent of the Company. (c) All Company If, at any time between the date of this Agreement and the Effective Time, any change in the number of outstanding shares of Common Shares Stock occurs as a result of a stock split, reverse stock split, stock dividend, combination of shares, exchange or recapitalization of shares, then the Per Share Merger Consideration payable in connection with the Merger will be equitably adjusted to reflect such change. (other than Company d) From and after the Effective Time, the shares of Common Shares to be canceled Stock converted into the Merger Consideration pursuant to this Section 1.6(d)) shall 3.6 will no longer remain outstanding and will automatically be canceled cancelled and shall will cease to exist, and each holder of a certificate theretofore representing any Company Common Shares (each, a “Certificate”) previously representing certificated shares of Common Stock or shares of Common Stock that are in non-certificated Company Common Shares represented by book-entry form (“Book-Entry Shares”) shall will thereafter cease to have any rights with respect thereto, except the right to receive (i) the such Common Stock Consideration upon surrender of such Certificates or Book-Entry Shares in accordance with Section 2.1(c), without interest (subject to any applicable withholding Tax specified in Section 2.2); and (ii) any dividends and other distributions in accordance with Section 2.1(g). (d) Each Company Common Share owned by Parent or Merger Sub, or owned by any direct or indirect Subsidiary of any such Person, in each case immediately prior to the Effective Time, shall automatically be canceled and retired and cease to exist as of the Effective Time and no consideration shall be paid in exchange therefor. (e) Each share of 6.125% Series C Cumulative Redeemable Preferred Stock, par value $0.01 per share, of the Company (such shares, collectively, the “Company Preferred Stock”, and each, a “Company Preferred Share”, and the Company Preferred Shares collectively with the Company Common Shares, the “Company Shares”) issued and outstanding immediately prior to the Effective Time shall be converted into the right to receive the Preferred Stock Consideration and shall be canceled and cease to exist, and each holder of a certificate theretofore representing any Company Preferred Shares or non-certificated Company Preferred Shares represented by book-entry shall cease to have any rights with respect thereto, except the right to receive the Preferred Stock Consideration upon surrender of such certificates or book-entry sharesMerger Consideration.

Effect on Capital Stock. (a) At the Effective Time, by virtue of the Merger and without any further action on the part of Parent, Merger Sub, the Company or the holders of any stockholder of the following securities: (a) The limited liability company interests Company, each share of common stock of Merger Sub issued and outstanding immediately prior to the Effective Time, all of which Time shall be held by Parent, shall remain outstanding as limited liability company interests of the Surviving Entity, all of which shall continue to be held by Parent. (b) Each converted into one fully paid and nonassessable share of common stock, par value $0.01 0.001 per share, of the Company Surviving Corporation (such shares, collectively, the “Company Surviving Corporation Common Stock”) and shall constitute the only outstanding shares of Surviving Corporation Common Stock. (b) At the Effective Time, by virtue of the Merger and eachwithout any further action on the part of Parent, a “Merger Sub, the Company or any stockholder of the Company, subject to the provisions of this Article II and Article III, each share of Company Common Share”) Stock issued and outstanding immediately prior to the Effective Time (other than any shares of Company Common Stock to be canceled pursuant to Section 1.6(d)owned by Parent, the Company or any of their respective wholly-owned Subsidiaries) shall shall, by virtue of this Agreement and without any action on the part of the holder thereof, be converted into and shall thereafter represent the right to receive an amount 0.2502 shares of Parent Common Stock equal to the product of one Company Common Share multiplied by the Common Exchange Ratio (which Common Exchange Ratio is subject to adjustment as set forth in Section 1.8) (the “Common Stock ConsiderationExchange Ratio” and together with the Preferred Stock Considerationand, such shares, the “Merger Consideration”), without interest. (c) All From and after the Effective Time, none of the Company Common Shares (other than Stock converted into the Merger Consideration pursuant to this Article II shall remain outstanding and all such shares of Company Common Shares to Stock shall automatically be canceled pursuant to Section 1.6(d)) shall be canceled cancelled and retired and shall cease to exist, and each holder of a certificate theretofore previously representing any such Company Common Shares Stock (each, a “Certificate”) or shares of Company Common Stock that are in non-certificated Company Common Shares represented by book-book entry form (“Book-Entry Shares”) shall thereafter cease to have any rights with respect thereto, except the right to receive (i) the Merger Consideration, (ii) any cash to be paid in lieu of any fractional share of Parent Common Stock Consideration upon surrender of such Certificates or Book-Entry Shares in accordance with Section 2.1(c), without interest 3.5 (subject to any applicable withholding Tax specified in Section 2.2); No Fractional Shares) and (iiiii) any dividends and other distributions in accordance with Section 2.1(g3.1(f) (Dividends), in each case, without interest. (d) Each If at any time during the period between the date of this Agreement and the Effective Time, any change in the outstanding shares of Parent Common Stock or Company Common Share Stock 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 Exchange Ratio, the Merger Consideration and any other similarly dependent items, as the case may be, shall be appropriately adjusted to provide the holders of Company Common Stock the same economic effect as contemplated by this Agreement prior to such event; provided, however, that this sentence shall not be construed to permit Parent or the Company to take any action with respect to its Securities that is prohibited by the terms of this Agreement. (e) At the Effective Time, by virtue of the Merger and without any further action on the part of Parent, Merger Sub, the Company or any stockholder of the Company, all shares of Company Common Stock that are owned by Parent or Merger Sub, the Company or any of their respective wholly-owned by any direct or indirect Subsidiary of any such Person, in each case immediately prior to the Effective Time, Subsidiaries shall automatically be canceled cancelled and retired and shall cease to exist as of the Effective Time and no consideration shall be paid delivered in exchange therefor. (e) Each share of 6.125% Series C Cumulative Redeemable Preferred Stock, par value $0.01 per share, of the Company (such shares, collectively, the “Company Preferred Stock”, and each, a “Company Preferred Share”, and the Company Preferred Shares collectively with the Company Common Shares, the “Company Shares”) issued and outstanding immediately prior to the Effective Time shall be converted into the right to receive the Preferred Stock Consideration and shall be canceled and cease to exist, and each holder of a certificate theretofore representing any Company Preferred Shares or non-certificated Company Preferred Shares represented by book-entry shall cease to have any rights with respect thereto, except the right to receive the Preferred Stock Consideration upon surrender of such certificates or book-entry shares.

Effect on Capital Stock. At the Effective Time, the Merger shall have the following effects on the capital stock of the Company and Newco: (a) At the Effective Time, each share of the Company's Common Stock (each, a "Company Share" and together the "Company Shares") issued and outstanding immediately prior to the Effective Time (other than (i) Company Shares issued and held in the Company's treasury, (ii) the Rollover Shares (as defined below) and (iii) the Dissenting Shares (as defined below)) shall, by virtue of the Merger and without any action on the part of Parentthe holder thereof, be converted into the right to receive an amount equal to twenty dollars ($20.00) in cash (the "Merger SubConsideration"). All such Company Shares, by virtue of the Company or Merger and without any action on the part of the holders of any of the following securities: (a) The limited liability company interests of Merger Sub issued thereof, shall no longer be outstanding and outstanding immediately prior to the Effective Time, all of which shall be held by Parentcanceled and retired and shall cease to exist, and each holder of a certificate representing any such Company Shares shall remain outstanding as limited liability company interests thereafter cease to have any rights (including rights under the Rights Plan) with respect to such Company Shares, except the right to receive the Merger Consideration for such Company Shares upon the surrender of the Surviving Entity, all of which shall continue to be held by Parentsuch certificate in accordance with Section 2.4. (b) Each At the Effective Time, each Company Share issued and held in the Company's treasury shall, by virtue of the Merger and without any action on the part of the holder thereof, cease to be outstanding, be canceled and be retired without payment of any consideration therefor and cease to exist. (c) The Schedule I attached hereto as of the date of this Agreement describes the persons that potentially may be Rollover Stockholders, and the maximum number of shares of Common Stock that may be Rollover Shares. Prior to June 20, 2000, Newco shall provide to the Company a definitive Schedule I that shall set forth (i) the name of each person that in fact will be a Rollover Stockholder, (ii) all other information necessary to complete Schedule I with respect to each Rollover Stockholder set forth thereon and (iii) an aggregate number of Rollover Shares, which shall not be greater than the maximum number set forth on the initial Schedule I; provided that such definitive Schedule I shall not name as a Rollover Stockholder any person that is not an Exempted Person (as defined below). If the definitive Schedule I is submitted as provided herein, then (A) such definitive Schedule I shall become and be Schedule I to this Agreement and (B) without limiting the effect of Clause (A), the Company shall use its reasonable best efforts to cause the Board of Directors of the Company to confirm its approval of such definitive Schedule I within five business days of its being submitted to the Company. At the Effective Time, the aggregate number of issued and outstanding shares of Common Stock held by a Rollover Stockholder and designated on Schedule I under the column designated "Rollover Shares" (each a "Rollover Share" and together the "Rollover Shares") shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into the right to receive (1) the aggregate number of shares of common stock, par value $0.01 per share, of the Surviving Corporation ("Surviving Corporation Common Stock") and (2) the aggregate number of shares of preferred stock, par value $0.01 per share, of the Surviving Corporation ("Surviving Corporation Preferred Stock") set forth on Schedule I next to the name of each such Rollover Stockholder in the columns designated "Surviving Corporation Common Stock" and "Surviving Corporation Preferred Stock," respectively. All such Rollover Shares, by virtue of the Merger and without any action on the part of the holders thereof, shall no longer be outstanding and shall be canceled and retired and shall cease to exist, and each holder of a certificate representing any such Rollover Shares shall thereafter cease to have any rights with respect to such Rollover Shares, except the right to receive the Surviving Corporation Common Stock and the Surviving Corporation Preferred Stock for such Rollover Shares as set forth in Schedule I upon the surrender of such certificate in accordance with Section 2.4. (d) At the Effective Time, each share of common stock, par value $0.01 per share, of the Company Newco (such shares, collectively, the “Company "Newco Common Stock”") shall, by virtue of the Merger and eachwithout any action on the part of the holder thereof, a “Company Common Share”) issued and outstanding immediately prior to the Effective Time (other than any shares of Company Common Stock to be canceled pursuant to Section 1.6(d)) shall be converted into the right to receive an amount one share of Parent Surviving Corporation Common Stock equal to the product of one Company Common Share multiplied by the Common Exchange Ratio (which Common Exchange Ratio is subject to adjustment as set forth in Section 1.8) (the “Common Stock Consideration” and together with the Preferred Stock Consideration, the “Merger Consideration”). (c) All Company Common Shares (other than Company Common Shares to be canceled pursuant to Section 1.6(d)) shall be canceled and shall cease to exist, and each holder of a certificate theretofore representing any Company Common Shares (each, a “Certificate”) or non-certificated Company Common Shares represented by book-entry (“Book-Entry Shares”) shall cease to have any rights with respect thereto, except the right to receive (i) the Common Stock Consideration upon surrender of such Certificates or Book-Entry Shares in accordance with Section 2.1(c), without interest (subject to any applicable withholding Tax specified in Section 2.2); and (ii) any dividends and other distributions in accordance with Section 2.1(g). (d) Each Company Common Share owned by Parent or Merger Sub, or owned by any direct or indirect Subsidiary of any such Person, in each case immediately prior to the Effective Time, shall automatically be canceled and retired and cease to exist as of the Effective Time and no consideration shall be paid in exchange therefor. (e) Each share of 6.125% Series C Cumulative Redeemable Preferred Stockpreferred stock, par value $0.01 per share, of the Company Newco (such shares, collectively, the “Company "Newco Preferred Stock”") shall, by virtue of the Merger and eachwithout any action on the part of the holder thereof, a “Company Preferred Share”, and the Company Preferred Shares collectively with the Company Common Shares, the “Company Shares”) issued and outstanding immediately prior to the Effective Time shall be converted into the right to receive the Preferred Stock Consideration and shall be canceled and cease to exist, and each holder one share of a certificate theretofore representing any Company Preferred Shares or non-certificated Company Preferred Shares represented by book-entry shall cease to have any rights with respect thereto, except the right to receive the Preferred Stock Consideration upon surrender of such certificates or book-entry shares.Surviving

Effect on Capital Stock. At Subject to the provisions of this Agreement: (a) immediately prior to the Effective Time, each share of Company Class A Common Stock that is held by a Founder that is issued and outstanding as of such time shall automatically convert into one (1) share of Company Class B Common Stock in accordance with an exchange agreement dated prior to the Effective Time between the Company and each Founder (the “Exchange”); (b) immediately prior to the Effective Time, each share of Holicity Class B Common Stock that is issued and outstanding as of such time shall automatically convert in accordance with the terms of the Certificate of Incorporation into one (1) share of Holicity Class A Common Stock (the “Sponsor Stock Conversion”), all of the shares of Holicity Class B Common Stock converted into shares of Holicity Class A Common Stock shall no longer be outstanding and shall cease to exist, and each holder of Holicity Class B Common Stock shall thereafter cease to have any rights with respect to such securities; (c) at the Effective Time (and, for the avoidance of doubt, immediately following the consummation of the Exchange and the Sponsor Stock Conversion), by virtue of the Merger and without any action on the part of any Company Stockholder, subject to and in consideration of the terms and conditions set forth herein (including without limitation delivery of the release contemplated by Section 3.03(a)(ii)), each share of Company Common Stock and each share of Company Preferred Stock that is issued and outstanding immediately prior to the Effective Time (other than the Dissenting Shares and Excluded Shares), shall be converted into the right to receive the applicable Per Share Merger Consideration payable to the holder thereof in accordance with the procedures set forth in Section 3.03; (d) at the Effective Time, by virtue of the Merger and without any action on the part of Parentany holder thereof, Merger Sub, the Company or the holders of any of the following securities: (a) The limited liability company interests of Merger Sub issued and outstanding immediately prior to the Effective Time, all of which shall be held by Parent, shall remain outstanding as limited liability company interests of the Surviving Entity, all of which shall continue to be held by Parent. (b) Each each share of common stock, par value $0.01 per share, of the Company (such shares, collectively, the “Company Common Stock”, and each, a “Company Common Share”) issued and outstanding immediately prior to the Effective Time (other than any shares of Company Common Stock to be canceled pursuant to Section 1.6(d)) shall be converted into the right to receive an amount of Parent Common Stock equal to the product of one Company Common Share multiplied by the Common Exchange Ratio (which Common Exchange Ratio is subject to adjustment as set forth in Section 1.8) (the “Common Stock Consideration” and together with the Preferred Stock Consideration, the “Merger Consideration”). (c) All Company Common Shares (other than Company Common Shares to be canceled pursuant to Section 1.6(d)) shall be canceled and shall cease to exist, and each holder of a certificate theretofore representing any Company Common Shares (each, a “Certificate”) or non-certificated Company Common Shares represented by book-entry (“Book-Entry Shares”) shall cease to have any rights with respect thereto, except the right to receive (i) the Common Stock Consideration upon surrender of such Certificates or Book-Entry Shares in accordance with Section 2.1(c), without interest (subject to any applicable withholding Tax specified in Section 2.2); and (ii) any dividends and other distributions in accordance with Section 2.1(g). (d) Each Company Common Share owned by Parent or Merger Sub, or owned by any direct or indirect Subsidiary of any such Person, in each case immediately prior to the Effective Time, shall automatically be canceled and retired and cease to exist as of the Effective Time and no consideration shall be paid in exchange therefor. (e) Each share of 6.125% Series C Cumulative Redeemable Preferred Stock, par value $0.01 per share, of the Company (such shares, collectively, the “Company Preferred Stock”, and each, a “Company Preferred Share”, and the Company Preferred Shares collectively with the Company Common Shares, the “Company Shares”) Sub issued and outstanding immediately prior to the Effective Time shall no longer be outstanding and shall thereupon be converted into and become one (1) validly issued fully paid and non-assessable share of common stock, par value $0.001 per share, of the right Surviving Company and all such shares shall constitute the only outstanding shares of capital stock of the Surviving Company as of immediately following the Effective Time; and (e) at the Effective Time, by virtue of the Merger and without any action on the part of any holder thereof, each share of Company Capital Stock held in the treasury of the Company immediately prior to receive the Preferred Stock Consideration and Effective Time (the “Excluded Shares”) shall be canceled cancelled and cease to exist, and each holder of a certificate theretofore representing any Company Preferred Shares no payment or non-certificated Company Preferred Shares represented by book-entry distribution shall cease to have any rights be made with respect thereto, except the right to receive the Preferred Stock Consideration upon surrender of such certificates or book-entry shares.

Effect on Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of ParentPDM USA, Merger Sub, the Company Sub or the holders of any of the following securitiesNORD or their respective stockholders: (a) The limited liability company interests Each share of common stock, US$0.001 par value, of Merger Sub issued and outstanding immediately prior to the Effective Time, all of which Time shall be held by Parentconverted into one fully paid and nonassessable share of common stock, shall remain outstanding as limited liability company interests US$0.001 par value, of the Surviving Entity, Corporation. Such newly issued shares shall thereafter constitute all of which shall continue to be held by Parentthe issued and outstanding Surviving Corporation capital stock. (b) Each Subject to the other provisions of this Article II, each share of common stock, par value $0.01 per share, of the Company (such shares, collectively, the “Company Common Stock”, and each, a “Company Common Share”) Stock issued and outstanding immediately prior to the Effective Time (other than excluding (i) any shares of Company Common Stock to owned by NORD (which shares shall be canceled cancelled in accordance with Section 2.1(c)), (ii) any shares of Common Stock owned by PDM USA or any direct or indirect wholly-owned subsidiary of NORD or PDM USA (which shares shall be cancelled without payment therefor) and (iii) any shares of Common Stock owned by stockholders properly exercising appraisal rights pursuant to Section 1.6(d262 of the DGCL, as provided in Section 2.1(d)) shall be converted into the right to receive an amount (i) Per Share Merger Consideration and (ii) a contingent right to receive the Per Share Net Holdback Consideration. At the Effective Time, all shares of Parent Common Stock equal to the product of one Company Common Share multiplied by the Common Exchange Ratio (which Common Exchange Ratio is subject to adjustment Stock, save as set forth in Section 1.8) (the “Common Stock Consideration” out above, shall no longer be outstanding and together with the Preferred Stock Consideration, the “Merger Consideration”). (c) All Company Common Shares (other than Company Common Shares to be canceled pursuant to Section 1.6(d)) automatically shall be canceled cancelled and shall cease to exist, and each holder of a certificate theretofore representing any Company that immediately prior to the Effective Time represented such shares of Common Shares Stock (each, a “Certificate”) or non-certificated Company Common Shares represented by book-entry (“Book-Entry Shares”) shall cease to have any rights with respect thereto, except the right to receive (i) the Common Stock Per Share Merger Consideration upon surrender of such Certificates or Book-Entry Shares in accordance with Section 2.1(c), without interest (subject to any applicable withholding Tax specified in Section 2.2); and (ii) any dividends a contingent right to receive the Per Share Net Holdback Consideration. (c) Each share of NORD capital stock held in the treasury of NORD automatically shall be cancelled and other distributions retired and no payment shall be made in accordance with Section 2.1(g)respect thereof. (d) Each Company Common Share owned by Parent or Merger Sub, or owned by any direct or indirect Subsidiary of any such Person, Notwithstanding anything in each case immediately prior this Agreement to the Effective Time, shall automatically be canceled and retired and cease to exist as of the Effective Time and no consideration shall be paid in exchange therefor. (e) Each share of 6.125% Series C Cumulative Redeemable Preferred Stock, par value $0.01 per share, of the Company (such shares, collectivelycontrary, the “Company Preferred Stock”, and each, a “Company Preferred Share”, and the Company Preferred Appraisal Shares collectively with the Company Common Shares, the “Company Shares”) issued and outstanding immediately prior to the Effective Time shall not be converted into the right to receive (i) the Preferred Stock Per Share Merger Consideration and (ii) a contingent right to receive the Per Share Net Holdback Consideration as provided in Section 2.1(b), but, instead, each holder of such Appraisal Shares shall be canceled entitled to such rights (but only such rights) as are granted by Section 262 of the DGCL. At the Effective Time, all Appraisal Shares shall no longer be outstanding and automatically shall be cancelled and shall cease to exist, and and, except as otherwise provided by Applicable Laws, each holder of a certificate theretofore representing any Company Preferred Appraisal Shares or non-certificated Company Preferred Shares represented by book-entry shall cease to have any rights with respect theretoto the Appraisal Shares, except other than such rights as are granted by Section 262 of the DGCL. Notwithstanding the foregoing, if any holder of such Appraisal Shares shall fail to validly perfect or shall otherwise waive, withdraw or lose the right to appraisal under Section 262 of the DGCL or if a court of competent jurisdiction shall determine that such NORD Stockholder is not entitled to the relief provided by Section 262 of the DGCL, then the rights of such NORD Stockholder under Section 262 of the DGCL shall cease, and such Appraisal Shares shall be deemed to have been converted at the Effective Time into, and shall have become, the right to receive (i) the Preferred Stock Per Share Merger Consideration upon surrender and (ii) a contingent right to receive the Per Share Net Holdback Consideration as provided in Section 2.1(b) without interest. NORD shall give prompt notice to PDM USA of any demands for appraisal of any shares of Common Stock, and PDM USA shall have the opportunity to participate in all negotiations and proceedings with respect to such certificates demands. Prior to the Effective Time, NORD shall not, without the prior written consent of PDM USA, make any payment with respect to, or book-entry sharessettle or offer to settle, any such demands, or agree to do any of the foregoing.

Effect on Capital Stock. (a) At the Effective Time, by virtue of the Merger and without any action on the part of ParentMerger, Merger Sub, the Company or the holders of any of the following securities: (a) The limited liability company interests of Merger Sub issued and outstanding immediately prior to the Effective Time, all of which shall be held by Parent, shall remain outstanding as limited liability company interests of the Surviving Entity, all of which shall continue to be held by Parent. (b) Each each share of common stock, par value $0.01 per share, of the Company (such shares, collectively, the “Company Dreyer's Common Stock”, and each, a “Company Common Share”) Stock issued and outstanding immediately prior to the Effective Time (other than any shares held in the treasury of Company Common Stock Dreyer's, and not including the Nestle Shares, which will be exchanged immediately prior to be canceled such time pursuant to Section 1.6(d2.5(b) and canceled at the Effective Time pursuant to Section 2.11(c)) shall cease to exist and be converted into the right to receive an amount of Parent Common Stock equal to the product of one Company Common Share multiplied by the Common Exchange Ratio (which Common Exchange Ratio is subject to adjustment as set forth in Section 1.8) (the “Common Stock Consideration” and together with the Preferred Stock Consideration, the “Merger Consideration”). (c) All Company Common Shares (other than Company Common Shares to be canceled pursuant to Section 1.6(d)) shall be canceled and shall cease to exist, and each holder of a certificate theretofore representing any Company Common Shares (each, a “Certificate”) or non-certificated Company Common Shares represented by book-entry (“Book-Entry Shares”) shall cease to have any rights with respect thereto, except the right to receive (i) the Common Stock Consideration upon surrender of such Certificates or Book-Entry Shares in accordance with Section 2.1(c), without interest (subject to any applicable withholding Tax specified in Section 2.2); and (ii) any dividends and other distributions in accordance with Section 2.1(g). (d) Each Company Common Share owned by Parent or Merger Sub, or owned by any direct or indirect Subsidiary of any such Person, in each case immediately prior to the Effective Time, shall automatically be canceled and retired and cease to exist as of the Effective Time and no consideration shall be paid in exchange therefor. (e) Each share of 6.125% Series C Cumulative Redeemable Preferred Class A Callable Puttable Common Stock, par value $0.01 per share, of the Company New Dreyer's (such shares, "CLASS A COMMON STOCK") (collectively, the “Company Preferred Stock”"DREYER'S MERGER CONSIDERATION"). (b) At the Effective Time, and eachby virtue of the Merger, a “Company Preferred Share”each share of the common stock, and the Company Preferred Shares collectively with the Company Common Shares, the “Company Shares”) par value $0.01 per share of Merger Sub issued and outstanding immediately prior to the Effective Time shall cease to exist and be converted into the right to receive one share of common stock, par value $0.01, of the Preferred Surviving Corporation. (c) At the Effective Time, by virtue of the Merger, each Nestle Share owned by New Dreyer's issued and outstanding immediately prior to the Effective Time (after the Exchange) shall cease to exist. (d) At the Effective Time, by virtue of the Merger, each share of Dreyer's Common Stock Consideration and held in the treasury of Dreyer's immediately prior to the Effective Time shall automatically be canceled and retired and shall cease to exist, and each no consideration shall be delivered in exchange thereof. (e) Each outstanding option to purchase Dreyer's Common Stock (each, a "DREYER'S OPTION"), issued pursuant to Dreyer's stock option plans (collectively, the "DREYER'S OPTION PLANS") shall, without any action by the holder thereof and pursuant to the terms of the Dreyer's Option Plans, vest and become fully exercisable upon approval and adoption of the Merger by the Board of Directors of Dreyer's, and shall be converted as of the Effective Time into an option (a certificate theretofore representing any Company Preferred Shares "CONVERTED DREYER'S OPTION") to acquire (i) prior to the Redemption Date (as defined in the Governance Agreement) that number of shares of Class A Common Stock equal to the number of shares of Dreyer's Common Stock subject to such Dreyer's Option immediately prior to the Effective Time, at the price or non-certificated Company Preferred Shares represented by book-entry shall cease prices per share in effect pursuant to have any rights with respect thereto, except the right to receive the Preferred Stock Consideration upon surrender terms of such certificates Dreyer's Option immediately prior to the Effective Time and (ii) at and after the Redemption Date or bookthe effective time of the Short-entry sharesForm Merger (as defined in the Governance Agreement), consideration of the same type and amount the holder thereof would have received had he or she exercised such Converted Dreyer's Option prior to the Redemption Date and received consideration pursuant to the Redemption (as defined in the Governance Agreement) at the price or prices per share in effect pursuant to the terms of such Dreyer's Option immediately prior to the Effective Time. Each Converted Dreyer's Option shall otherwise be subject to the same terms and conditions applicable to the original Dreyer's Option immediately prior to the Effective Time including any provision relating to acceleration by reason of any of the transactions contemplated by this Agreement. Notwithstanding the foregoing provisions of this Section 2.11(e), Dreyer's Options held by individuals who, pursuant to Section 6.3 hereof, have entered into or enter into employment agreements in the forms set forth in Exhibit F hereto shall be subject to the terms of such agreements. Prior to the Effective Time, Dreyer's and Nestle shall use their reasonable best efforts to effectuate this Section 2.11(e).

Effect on Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company or the holders holder of any shares of the following securitiesCompany Common Stock or any shares of capital stock of Purchaser: (a) The limited liability company interests Each share of Merger Sub Company Common Stock issued and outstanding immediately prior to the Effective Time, all of which Time (other than shares canceled pursuant to Section 1.8(c)) shall be held by Parentconverted into the right to receive an amount in cash equal to $15.25, shall remain outstanding as limited liability company interests of without interest (the Surviving Entity, all of which shall continue to be held by Parent“Merger Consideration”). (b) All shares of Company Common Stock shall cease to be outstanding and shall be automatically canceled and retired and shall cease to exist, and each holder of a certificate that, immediately prior to the Effective Time, represented any shares of Company Common Stock shall thereafter cease to have any rights with respect to such shares of Company Common Stock, except as otherwise expressly provided in this Agreement or by applicable Law. (c) Each share of Company Common Stock that is owned directly or indirectly by Company at the Effective Time shall be automatically canceled and retired and shall cease to exist, and no consideration shall be delivered in exchange therefor. (d) Each share of (i) common stock, par value $0.01 per share, of Purchaser issued and outstanding immediately prior to the Effective Time shall be converted into one validly issued, fully paid and nonassessable (subject to the personal liability which may be imposed on shareholders by former Section 180.0622(2)(b) of the Wisconsin Business Corporation Law, as judicially interpreted, for debts incurred prior to June 14, 2006 (for debts incurred on or after such date, Section 180.0622(2)(b) has been repealed) owing to employees for services performed, but not exceeding six months service in any one case) share of common stock, par value $0.01 per share, of the Company (such shares, collectively, the “Company Common Stock”, and each, a “Company Common Share”) issued and outstanding immediately prior to the Effective Time (other than any shares of Company Common Stock to be canceled pursuant to Section 1.6(d)) shall be converted into the right to receive an amount of Parent Common Stock equal to the product of one Company Common Share multiplied by the Common Exchange Ratio (which Common Exchange Ratio is subject to adjustment as set forth in Section 1.8) (the “Common Stock Consideration” and together with the Preferred Stock Consideration, the “Merger Consideration”). (c) All Company Common Shares (other than Company Common Shares to be canceled pursuant to Section 1.6(d)) shall be canceled and shall cease to exist, and each holder of a certificate theretofore representing any Company Common Shares (each, a “Certificate”) or non-certificated Company Common Shares represented by book-entry (“Book-Entry Shares”) shall cease to have any rights with respect thereto, except the right to receive (i) the Common Stock Consideration upon surrender of such Certificates or Book-Entry Shares in accordance with Section 2.1(c), without interest (subject to any applicable withholding Tax specified in Section 2.2)Surviving Corporation; and (ii) any dividends and other distributions in accordance with Section 2.1(g). (d) Each Company Common Share owned by Parent or Merger Sub, or owned by any direct or indirect Subsidiary of any such Person, in each case immediately prior to the Effective Time, shall automatically be canceled and retired and cease to exist as of the Effective Time and no consideration shall be paid in exchange therefor. (e) Each share of 6.125% Series C Cumulative Redeemable Preferred Stockpreferred stock, par value $0.01 per share, of the Company (such shares, collectively, the “Company Preferred Stock”, and each, a “Company Preferred Share”, and the Company Preferred Shares collectively with the Company Common Shares, the “Company Shares”) Purchaser issued and outstanding immediately prior to the Effective Time shall be converted into one validly issued, fully paid and nonassessable (subject to the right personal liability which may be imposed on shareholders by former Section 180.0622(2)(b) of the Wisconsin Business Corporation Law, as judicially interpreted, for debts incurred prior to receive June 14, 2006 (for debts incurred on or after such date, Section 180.0622(2)(b) has been repealed) owing to employees for services performed, but not exceeding six months service in any one case) share of preferred stock, par value $0.01 per share, of the Preferred Stock Consideration and shall be canceled and cease to exist, and each holder of a certificate theretofore representing any Company Preferred Shares or non-certificated Company Preferred Shares represented by book-entry shall cease to have any rights with respect thereto, except the right to receive the Preferred Stock Consideration upon surrender of such certificates or book-entry sharesSurviving Corporation.

Effect on Capital Stock. At As of the Effective TimeTime of the Merger, by virtue of the Merger and without any action on the part of Parentany holders of Landmark Shares or capital stock of Merger Subsidiary: (a) Subject to the other provisions of this Section 2.5, each issued and outstanding Landmark Share shall be converted into the right to receive, upon the surrender of the certificate formerly representing such share of Landmark Common Stock, 25 shares of Parent Common Stock (the “Merger Sub, Consideration”); provided that in no event shall more than 250,000 shares of Parent Common Stock in the Company or aggregate be issued to the holders of any Landmark Shares pursuant to such exchange. (b) No fractional shares of Parent Common Stock shall be issued in the Merger. A holder of Landmark Shares that would otherwise be entitled to receive a fractional share of Parent Common Stock as a result of the following securities: (a) The limited liability company interests of Merger Sub issued and outstanding immediately prior to the Effective Time, all of which shall be held by Parententitled to receive for such fractional share either (i) nothing, shall remain outstanding as limited liability company interests if such fractional share is equal to less than 0.5 of a share of Parent Common Stock or (ii) one share of Parent Common Stock if such fractional share is equal to 0.5 or greater of a share of Parent Common Stock. The parties acknowledge that payment of the Surviving Entity, all above described fractional share consideration in lieu of issuing fractional shares was not separately bargained-for consideration but merely represents a mechanical rounding-off for purposes of simplifying the corporate and accounting complexities which shall continue to would otherwise be held caused by Parentthe issuance of fractional shares. (bc) Each share of common stock, par value $0.01 per share, of the Company (such shares, collectively, the “Company Merger Subsidiary Common Stock”, and each, a “Company Common Share”) Stock issued and outstanding immediately prior to the Effective Time (other than any shares of Company Common Stock to be canceled pursuant to Section 1.6(d)) shall the Merger will be converted into one share of the right to receive an amount common stock, par value $.01 per share, of Parent Common Stock equal to the product of one Company Common Share multiplied by the Common Exchange Ratio (which Common Exchange Ratio is subject to adjustment as set forth in Section 1.8) (the “Common Stock Consideration” and together with the Preferred Stock Consideration, the “Merger Consideration”). (c) All Company Common Shares (other than Company Common Shares to be canceled pursuant to Section 1.6(d)) shall be canceled and shall cease to existSurviving Corporation, and each holder such common stock of a certificate theretofore representing any Company Common Shares (each, a “Certificate”) or non-certificated Company Common Shares represented by book-entry (“Book-Entry Shares”) shall cease to have any rights with respect thereto, except the right to receive (i) Surviving Corporation issued on that conversion will constitute all of the Common Stock Consideration upon surrender issued and outstanding shares of such Certificates or Book-Entry Shares in accordance with Section 2.1(c), without interest (subject to any applicable withholding Tax specified in Section 2.2); and (ii) any dividends and other distributions in accordance with Section 2.1(g)capital stock of the Surviving Corporation. (d) Each Company Common Share owned by Parent or Merger Sub, or owned by Notwithstanding any direct or indirect Subsidiary of any such Person, provision contained in each case immediately prior this Agreement to the Effective Timecontrary, shall automatically be canceled and retired and cease to exist as of the Effective Time and no consideration shall be paid in exchange therefor. (e) Each share of 6.125% Series C Cumulative Redeemable Preferred Stock, par value $0.01 per share, of the Company (such shares, collectively, the “Company Preferred Stock”, and each, a “Company Preferred Share”, and the Company Preferred Landmark Shares collectively with the Company Common Shares, the “Company Shares”) issued and outstanding immediately prior to the Effective Time of the Merger and held by a holder who has not voted in favor of the Merger or consented thereto in writing and who has demanded appraisal for such shares (“Dissenting Shares”) in accordance with the DGCL (a “Landmark Dissenting Holder”) shall not be converted into the a right to receive the Preferred Stock Consideration Merger Consideration, but shall, from and after the Effective Time, have only such rights as are afforded to the holders thereof by the provisions of Section 262 of the DGCL, unless such Landmark Dissenting Holder fails to perfect or withdraws or otherwise loses such Landmark Dissenting Holder’s right to appraisal. If, after the Effective Time of the Merger, such Landmark Dissenting Holder fails to perfect or withdraws or loses such Landmark Dissenting Holder’s right to appraisal, such shares shall be canceled and cease to exist, and each holder treated as if they had been converted as of the Effective Time of the Merger into a certificate theretofore representing any Company Preferred Shares or non-certificated Company Preferred Shares represented by book-entry shall cease to have any rights with respect thereto, except the right to receive the Preferred Stock Merger Consideration upon surrender payable in respect of such certificates shares pursuant to Section 2.5(a). Landmark shall give Parent prompt notice of (i) any demands received by Landmark for appraisal of shares, withdrawals of such demands, and any other instruments served pursuant to the DGCL and received by Landmark and (ii) all negotiations and proceedings with respect to such demands. Landmark shall not, except with the prior written consent of Parent, make any payment with respect to any demands for appraisal, or book-entry sharesoffer to settle, or settle any such demands. If any payments by Landmark are made to Landmark Dissenting Holders with respect to demands for appraisal of Dissenting Shares, then the Parent Common Stock otherwise issuable in exchange for such Dissenting Shares pursuant to Section 2.5(a) shall be issued to the remaining holders of Landmark Shares on a pro rata basis; provided that (i) in no event shall more than 250,000 shares of Parent Common Stock in the aggregate be issued to the holders of Landmark Shares, (ii) after such payment and the payment to Third Security, LLC set forth below (or reserves for one or more of them), as of the Effective Time Landmark shall have at least $200,000 of cash and cash items (the “Minimum Cash”). (e) Landmark will not, without the prior written consent of Parent, make any payment to Landmark Dissenting Holders (or incur any legal fees or expenses) which would, on a pro forma basis (after reserves) cause it to have less than the Minimum Cash as of the Effective Time. (f) If Parent makes any cash payment with respect to Landmark Dissenting Shareholders (or incurs any legal expenses in connection therewith), then the shares of Parent Common Stock that would have been issuable to such Landmark Dissenting Shareholders shall be retained by Parent.Section 2.6.

Effect on Capital Stock. (a) At the Effective Time, by virtue of the Merger and without any action on the part of Parentthe holder thereof, Merger Sub, the Company or the holders of any of the following securities: (a) The limited liability company interests of Merger Sub issued and outstanding immediately prior to the Effective Time, all of which shall be held by Parent, shall remain outstanding as limited liability company interests of the Surviving Entity, all of which shall continue to be held by Parent. (b) Each each share of common stock, par value $0.01 per share, of the Company (such shares, collectively, the “Company Aquarion Common Stock”, and each, a “Company Common Share”) Stock issued and outstanding immediately prior to the Effective Time (other than any shares of Company Aquarion Common Stock to that are 100% owned or held directly or indirectly by Parent or Aquarion, which shall be canceled pursuant to as provided in Section 1.6(d)1.8(c) and Dissenting Shares) shall be converted into the right to receive an amount of Parent Common Stock equal receive, subject to the product provisions of one Company Common Share multiplied by Article II, $37.05 in cash (the Common Exchange Ratio (which Common Exchange Ratio is subject to adjustment "Merger Consideration"), without any interest or dividends thereon, except as set forth provided in Section 1.8) (the “Common Stock Consideration” and together with the Preferred Stock Consideration, the “Merger Consideration”)2.3. (cb) All Company As a result of the Merger and without any action on the part of the holders thereof, at Effective Time, all shares of Aquarion Common Shares (other than Company Common Shares Stock shall cease to be canceled pursuant to Section 1.6(d)) outstanding and shall be canceled and shall cease to exist, and each holder of a certificate theretofore representing which immediately prior to the Effective Time represented any Company such shares of Aquarion Common Shares Stock (each, a “"Certificate”) or non-certificated Company Common Shares represented by book-entry (“Book-Entry Shares”") shall thereafter cease to have any rights with respect theretoto such shares of Aquarion Common Stock, except the right to receive (i) the applicable Merger Consideration, other than with respect to Aquarion Common Stock Consideration upon surrender of such Certificates or Book-Entry Shares to be canceled in accordance with Section 2.1(c)1.8(c) and Dissenting Shares, without interest (subject to any applicable withholding Tax specified in Section 2.2); and (ii) any dividends and other distributions in accordance with Section 2.1(g)Article II upon the surrender of such Certificate. (c) Each share of Aquarion Common Stock issued that is 100% owned or held directly or indirectly by Parent or Aquarion at the Effective Time shall, by virtue of the Merger, cease to be outstanding and shall be canceled and no payment or other consideration shall be delivered in exchange therefor. (d) Each Company Common Share owned by Parent or share of common stock, par value $.01 per share, of Merger Sub, or owned by any direct or indirect Subsidiary of any such Person, in each case Sub issued and outstanding immediately prior to the Effective Time, shall automatically be canceled and retired and cease to exist converted into one share of common stock, par value $.01 per share, of the Surviving Corporation as of the Effective Time and no consideration shall be paid in exchange thereforTime. (e) Each share Notwithstanding any other provision of 6.125% Series C Cumulative Redeemable Preferred Stockthis Agreement, par value $0.01 per share, shares of the Company (such shares, collectively, the “Company Preferred Stock”, and each, a “Company Preferred Share”, and the Company Preferred Shares collectively with the Company Aquarion Common Shares, the “Company Shares”) Stock issued and outstanding immediately prior to the Effective Time and held by a holder who has not voted in favor of the Merger and who demands appraisal for such shares in accordance with Section 262 of the DGCL ("Dissenting Shares") shall not be converted into a right to receive the Merger Consideration unless such holder fails to perfect within the period prescribed by the DGCL or withdraws or otherwise loses such holder's right to appraisal under the DGCL. If, after the Effective Time, such holder fails to perfect or withdraws or loses such holder's right to appraisal, such Dissenting Shares shall be treated as if they had been converted as of the Effective Time into the right to receive the Preferred Stock Consideration and Merger Consideration, without interest or dividends thereon, except as provided in Section 2.3. Aquarion shall be canceled and cease to existgive Merger Sub prompt notice of any written demands received by Aquarion for appraisal of shares of Aquarion Common Stock, withdrawals of such demands, and each holder of a certificate theretofore representing any Company Preferred Shares or non-certificated Company Preferred Shares represented other instruments served pursuant to the DGCL and received by book-entry Aquarion and relating thereto. Parent shall cease to have any rights direct all negotiations and proceedings with respect theretoto such demands for appraisals. Prior to the Effective Time, Aquarion shall not, except with the right prior written consent of Merger Sub, make any payment with respect to, or settle or offer to receive the Preferred Stock Consideration upon surrender of settle, any such certificates or book-entry sharesdemands.

Effect on Capital Stock. (a) At the Effective Time, by virtue of the Merger and without any action being required on the part of Parent, Merger Sub, the Company or the holders thereof, each share of any of the following securities: (a) The limited liability company interests of Merger Sub NetGenesis Common Stock issued and outstanding immediately prior to the Effective Time (other than shares of NetGenesis Common Stock owned by SPSS, Merger Sub or any direct of indirect wholly owned subsidiary of SPSS or Merger Sub immediately prior to the Effective Time, all of which shall be held by Parentcanceled as provided in Section 1.8(c) hereof), shall remain outstanding be converted into 0.097 (the "Exchange Ratio") validly issued, fully paid and nonassessable shares of SPSS Common Stock, provided, however, that SPSS shall pay cash in lieu of issuing fractional shares as limited liability company interests provided in Section 2.4 hereof and, provided further, however, that SPSS' obligation to issue or cause the issuance of any certificates representing shares of SPSS Common Stock to be issued in connection with the Merger is subject to the prior satisfaction of the Surviving Entityconditions identified in Article II hereof. The shares of SPSS Common Stock and cash to which the holders of NetGenesis Common Stock will become entitled at the Effective Time is referred to herein as the "Merger Consideration." (b) As a result of the Merger and without any action being required on the part of the holders thereof, at the Effective Time, all shares of which NetGenesis Common Stock issued and outstanding immediately prior to the Effective Time shall continue cease to be held outstanding and shall be canceled and retired and shall cease to exist, and each holder of a certificate which immediately prior to the Effective Time represented any such shares of NetGenesis Common Stock (a "Certificate") shall, except as specifically provided herein or in any applicable provision of the DGCL, thereafter cease to have any rights with respect to such shares of NetGenesis Common Stock represented by Parentsuch Certificate other than the right to receive (i) that portion of the Merger Consideration to which the holder thereof shall be entitled pursuant to the terms of this Agreement and (ii) any additional amounts, if any, to which the holder of such Certificate may be entitled as of the date on which such Certificate is surrendered pursuant to Section 2.3 hereof (the amounts set forth in clauses (i) and (ii) above relating to each Certificate being hereinafter sometimes referred to collectively as the "Required Exchange Payment"). (bc) Each share of NetGenesis Common Stock owned by SPSS, Merger Sub or any direct of indirect wholly owned subsidiary of SPSS or Merger Sub immediately prior to the Effective Time shall, by virtue of the Merger, cease to be outstanding and shall be canceled and retired without any conversion thereof and no shares of SPSS Common Stock or other consideration shall be delivered in exchange therefor. Any shares of NetGenesis Common Stock held in the treasury of NetGenesis immediately prior to the Effective Time shall be cancelled and retired without any conversion thereof and no shares of SPSS Common Stock or other consideration shall be delivered in exchange therefor. (d) Each share of common stock, par value $0.01 per share, of the Company (such shares, collectively, the “Company Common Stock”, and each, a “Company Common Share”) Merger Sub issued and outstanding immediately prior to the Effective Time (other than any shares shall, by virtue of Company Common Stock to be canceled pursuant to Section 1.6(d)) shall the Merger, be converted into the right to receive an amount of Parent Common Stock equal to the product of one Company Common Share multiplied by the Common Exchange Ratio (which Common Exchange Ratio is subject to adjustment as set forth in Section 1.8) (the “Common Stock Consideration” validly issued, fully paid and together with the Preferred Stock Consideration, the “Merger Consideration”). (c) All Company Common Shares (other than Company Common Shares to be canceled pursuant to Section 1.6(d)) shall be canceled and shall cease to exist, and each holder of a certificate theretofore representing any Company Common Shares (each, a “Certificate”) or non-certificated Company Common Shares represented by book-entry (“Book-Entry Shares”) shall cease to have any rights with respect thereto, except the right to receive (i) the Common Stock Consideration upon surrender of such Certificates or Book-Entry Shares in accordance with Section 2.1(c), without interest (subject to any applicable withholding Tax specified in Section 2.2); and (ii) any dividends and other distributions in accordance with Section 2.1(g). (d) Each Company Common Share owned by Parent or Merger Sub, or owned by any direct or indirect Subsidiary of any such Person, in each case immediately prior to the Effective Time, shall automatically be canceled and retired and cease to exist as of the Effective Time and no consideration shall be paid in exchange therefor. (e) Each nonassessable share of 6.125% Series C Cumulative Redeemable Preferred Stockcommon stock, par value $0.01 per share, of the Company (such shares, collectively, the “Company Preferred Stock”, and each, a “Company Preferred Share”, and the Company Preferred Shares collectively with the Company Common Shares, the “Company Shares”) issued and outstanding immediately prior to the Effective Time shall be converted into the right to receive the Preferred Stock Consideration and shall be canceled and cease to exist, and each holder of a certificate theretofore representing any Company Preferred Shares or non-certificated Company Preferred Shares represented by book-entry shall cease to have any rights with respect thereto, except the right to receive the Preferred Stock Consideration upon surrender of such certificates or book-entry sharesSurviving Corporation.

Effect on Capital Stock. At As of the Effective Time, by virtue of the Merger and without any action on the part of Parentthe Acquiror, Merger SubAcquiror Sub or the Company, the Company or of the holders of any shares of common stock of the following securitiesCompany (the “Common Shares”), any shares of preferred stock of the Company (the “Preferred Shares” and together with the Common Shares, the “Company Shares”), or any shares of capital stock of Acquiror Sub: (a) The limited liability company interests Subject to the other provisions of Merger Sub this Section 2.4, each issued and outstanding immediately prior to the Effective Time, all of which shall be Common Share (excluding for these purposes Dissenting Shares and Common Shares held by Parent, shall remain outstanding as limited liability company interests of the Surviving Entity, all of which shall continue to be held by Parent. (b) Each share of common stock, par value $0.01 per share, of the Company (such shares, collectively, the “Company Common Stock”, and each, a “Company Common Share”) issued and outstanding immediately prior to the Effective Time (other than any shares of Company Common Stock to be canceled pursuant to Section 1.6(d)Unaccredited Small Option Holders) shall be converted into the right to receive receive, upon the surrender of the certificate formerly representing such Common Share (or lost share affidavit in a form reasonably acceptable to Acquiror), and without interest, (i) cash in an amount of Parent Common Stock equal to the product Cash Consideration (less the amount of one Company Common Share multiplied the Shareholder Representative Holdback, Closing Date Indebtedness and Unsatisfied Transaction Costs paid pursuant to Section 2.8) divided by the Common Exchange Ratio (which Common Exchange Ratio is subject to adjustment as set forth in Section 1.8) Base Number (the “Per Share Closing Cash Consideration”) minus the Unaccredited Shareholder Per Share Adjustment, (ii) a number of Acquiror Common Stock Consideration” and together with Shares equal to the Preferred Stock Consideration, Closing Share Consideration divided by the Share Base Number (the “Merger Per Share Closing Share Consideration”). (c) All Company Common Shares (other than Company Common Shares to be canceled pursuant to Section 1.6(d)) shall be canceled and shall cease to exist, and each holder of a certificate theretofore representing any Company Common Shares (each, a “Certificate”iii) or non-certificated Company Common Shares represented by book-entry (“Book-Entry Shares”) shall cease to have any rights with respect thereto, except the right to receive a portion of the Additional Consideration, if any, payable pursuant to Section 2.3 equal to the Additional Consideration (iless the subsequent Interim CEO Payment not paid at Closing) divided by the Common Stock Consideration upon surrender of such Certificates or Book-Entry Shares in accordance with Section 2.1(cBase Number (the “Per Share Additional Consideration”), without interest (subject to any applicable withholding Tax specified in Section 2.2); and (ii) any dividends and other distributions in accordance with Section 2.1(g). (d) . Each Company Common Share owned held by Parent or Merger Sub, or owned by any direct or indirect Subsidiary of any such Person, in each case immediately prior to the Effective Time, shall automatically be canceled and retired and cease to exist as of the Effective Time and no consideration shall be paid in exchange therefor. (e) Each share of 6.125% Series C Cumulative Redeemable Preferred Stock, par value $0.01 per share, of the Company (such shares, collectively, the “Company Preferred Stock”, and each, a “Company Preferred Share”, and the Company Preferred Shares collectively with the Company Common Shares, the “Company Shares”) issued and outstanding immediately prior to the Effective Time an Unaccredited Small Option Holder shall be converted into the right to receive receive, upon surrender of the Preferred Stock Consideration and shall be canceled and cease certificate formerly representing such Common Share (or lost share affidavit in a form reasonably acceptable to existAcquiror), and each holder without interest, (i) the Per Share Closing Cash Consideration plus the product of a certificate theretofore representing any Company Preferred Shares or non-certificated Company Preferred Shares represented (A) the Unaccredited Shareholder Per Share Adjustment multiplied by book-entry shall cease to have any rights with respect thereto(B) the Unaccredited Adjustment Multiplier, except and (ii) the right to receive the Per Share Additional Consideration, if any, payable pursuant to Section 2.3. Notwithstanding the foregoing and any provision to the contrary in this Agreement, the Per Share Closing Cash Consideration payable with respect to each Common Share issued upon exercise of a Company Option or a Company Warrant for which the exercise price is not paid to the Company in cash shall be reduced by an amount equal to the exercise price per share for such Company Option or Company Warrant. (b) Subject to the other provisions of this Section 2.4, each issued and outstanding Preferred Stock Consideration Share (excluding for these purposes Dissenting Shares) shall be converted into the right to receive, upon the surrender of the certificate formerly representing such certificates or book-entry sharesPreferred Share, and without interest, (i) cash in an amount equal to the Per Share Closing Cash Consideration multiplied by 1.15 minus the Unaccredited Shareholder Per Share Adjustment, (ii) a number of Acquiror Common Shares equal to the Per Share Closing Share Consideration multiplied by 1.15, and (iii) the right to receive a portion of the Additional Consideration, if any, payable pursuant to Section 2.3 equal to the Per Share Additional Consideration multiplied by 1.15. 2. The first two sentences of Section 2.8 shall be deleted in their entirety and replaced with the following language:

Effect on Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company Sub or the holders of any of the following securitiesMUSA or their respective stockholders: (a) The limited liability company interests Each share of common stock, $0.01 par value, of Merger Sub issued and outstanding immediately prior to the Effective Time, all of which Time shall be held by Parentconverted into one fully paid and nonassessable share of common stock, shall remain outstanding as limited liability company interests $0.01 par value, of the Surviving Entity, Corporation. Such newly issued shares shall thereafter constitute all of which shall continue to be held by Parentthe issued and outstanding Surviving Corporation capital stock. (b) Each Subject to the other provisions of this Article II, each share of common stock, par value $0.01 per share, of the Company (such shares, collectively, the “Company MUSA Common Stock”, and each, a “Company Common Share”) Stock issued and outstanding immediately prior to the Effective Time (other than excluding any shares of Company MUSA Common Stock owned by Parent, Merger Sub or MUSA or any of their respective direct or indirect wholly owned subsidiaries (which shares shall be cancelled and shall cease to be canceled exist with no payment being made with respect thereto) and any shares of MUSA Common Stock owned by stockholders properly exercising appraisal rights pursuant to Section 1.6(d262 of the DGCL (“Section 262”) (which shares shall have the rights as provided in Section 2.1(d))) shall be converted into and represent the right to receive an amount of Parent Common Stock equal to the product of one Company Common Share multiplied by the Common Exchange Ratio $22.00 in cash, without interest (which Common Exchange Ratio is subject to adjustment as set forth in Section 1.8) (the “Common Stock Consideration” and together with the Preferred Stock Consideration, the “Merger Consideration”). (c) All Company . At the Effective Time, all shares of MUSA Common Shares (other than Company Common Shares to Stock shall no longer be canceled pursuant to Section 1.6(d)) outstanding and automatically shall be canceled cancelled and shall cease to exist, and each holder of a certificate theretofore representing any Company that immediately prior to the Effective Time represented such shares of MUSA Common Shares Stock (each, a “Certificate”) or non-certificated Company Common Shares represented by book-entry (“Book-Entry Shares”) shall cease to have any rights with respect thereto, except the right to receive (i) the Common Stock Merger Consideration upon surrender or, in the case of such Certificates or Book-Entry Shares in accordance with Section 2.1(c)holders of Appraisal Shares, without interest (subject the right to any receive the applicable withholding Tax specified payments set forth in Section 2.22.1(d); . (c) Each share of MUSA capital stock held in the treasury of MUSA automatically shall be cancelled and (ii) any dividends retired and other distributions no payment shall be made in accordance with Section 2.1(g)respect thereof. (d) Each Company Common Share owned by Parent or Merger Sub, or owned by any direct or indirect Subsidiary of any such Person, Notwithstanding anything in each case immediately prior this Agreement to the Effective Time, shall automatically be canceled and retired and cease to exist as of the Effective Time and no consideration shall be paid in exchange therefor. (e) Each share of 6.125% Series C Cumulative Redeemable Preferred Stock, par value $0.01 per share, of the Company (such shares, collectivelycontrary, the “Company Preferred Stock”, and each, a “Company Preferred Share”, and the Company Preferred Shares collectively with the Company shares of MUSA Common Shares, the “Company Shares”) Stock issued and outstanding immediately prior to the Effective Time that are held by any MUSA Stockholder that is entitled to demand and properly demands appraisal of shares of MUSA Common Stock pursuant to, and complies in all respects with, the provisions of Section 262 (the “Appraisal Shares”) shall not be converted into the right to receive the Preferred Stock Merger Consideration as provided in Section 2.1(b), but, instead, such MUSA Stockholder shall be entitled to such rights (but only such rights) as are granted by Section 262. At the Effective Time, all Appraisal Shares shall no longer be outstanding and automatically shall be cancelled and shall be canceled and cease to exist, and and, except as otherwise provided by Applicable Laws, each holder of a certificate theretofore representing any Company Preferred Appraisal Shares or non-certificated Company Preferred Shares represented by book-entry shall cease to have any rights with respect theretoto the Appraisal Shares, except other than such rights as are granted by Section 262. Notwithstanding the foregoing, if any such MUSA Stockholder shall fail to validly perfect or shall otherwise waive, withdraw or lose the right to appraisal under Section 262 or if a court of competent jurisdiction shall determine that such MUSA Stockholder is not entitled to the relief provided by Section 262, then the rights of such MUSA Stockholder under Section 262 shall cease, and such Appraisal Shares shall be deemed to have been converted at the Effective Time into, and shall have become, the right to receive the Preferred Stock Merger Consideration upon surrender as provided in Section 2.1(b) without interest. MUSA shall give prompt notice to Parent of any demands for appraisal of any shares of MUSA Common Stock, and Parent shall have the opportunity to reasonably participate in all negotiations and proceedings with respect to such certificates demands. MUSA shall not, without the prior written consent of Parent, make any payment with respect to, or book-entry sharessettle or offer to settle, any such demands, or agree to do any of the foregoing.

Effect on Capital Stock. (a) At the Effective Time, by virtue of the Merger and without any action on the part of Parentthe holder thereof, Merger Sub, the Company or the holders of any of the following securities: (a) The limited liability company interests of Merger Sub issued and outstanding immediately prior to the Effective Time, all of which shall be held by Parent, shall remain outstanding as limited liability company interests of the Surviving Entity, all of which shall continue to be held by Parent. (b) Each each share of common stock, par value $0.01 per share, of the Company (such shares, collectively, the “Company Common Stock”, and each, a “Company Common Share”) Stock issued and outstanding immediately prior to the Effective Time (other than excluding any shares of Company Common Stock to be canceled pursuant to Section 1.6(d)Restricted Shares and Excluded Shares) shall be converted into the right to receive an amount (i) 0.4062 (the “Exchange Ratio”) validly issued, fully paid and non-assessable shares of Parent Common Stock equal (the “Stock Consideration”) and (ii) $1.50 in cash (the “Per Share Cash Amount”), without interest, together with any cash in lieu of fractional shares of Parent Common Stock to be paid pursuant to Section 2.5 (such shares and cash, the product of one Company Common Share multiplied by the Common “Base Merger Consideration”). The Exchange Ratio (which Common Exchange Ratio is and Base Merger Consideration shall be subject to adjustment pursuant to Section 1.10 (as set forth in Section 1.8) (the “Common Stock Consideration” and together with the Preferred Stock Considerationso adjusted, the “Merger Consideration”). (cb) All As a result of the Merger and without any action on the part of the holders thereof, at the Effective Time, all shares of Company Common Shares Stock (other than Company Common Restricted Shares and Excluded Shares) shall cease to be canceled pursuant to Section 1.6(d)) outstanding and shall be canceled and shall cease to existretired, and each holder of a certificate theretofore representing any Company Common Shares (each, a “Certificate”) or non-certificated Company Common Shares represented by book-entry (“Book-Entry Shares”) shall cease to have any rights with respect thereto, except the right to receive (i) the Common Stock Consideration upon surrender of such Certificates or Book-Entry Shares in accordance with Section 2.1(c), without interest (subject to any applicable withholding Tax specified in Section 2.2); and (ii) any dividends and other distributions in accordance with Section 2.1(g). (d) Each Company Common Share owned by Parent or Merger Sub, or owned by any direct or indirect Subsidiary of any such Person, in each case that immediately prior to the Effective TimeTime represented any such shares of Company Common Stock (the “Certificates”) shall thereafter represent only the right to receive the Merger Consideration with respect to the shares of Company Common Stock (other than Company Restricted Shares and Excluded Shares) formerly represented thereby, and any dividends or other distributions to which the holders thereof are entitled pursuant to Section 2.3. (c) Each Excluded Share at the Effective Time shall, by virtue of the Merger and without any action on the part of the holder thereof, cease to be outstanding and shall automatically be canceled and retired and cease to exist as no stock of the Effective Time and no Parent or other consideration shall be paid delivered in exchange therefor. (ed) Each share At the Effective Time, each limited liability company interest of 6.125% Series C Cumulative Redeemable Preferred Stock, par value $0.01 per share, of the Company (such shares, collectively, the “Company Preferred Stock”, and each, a “Company Preferred Share”, and the Company Preferred Shares collectively with the Company Common Shares, the “Company Shares”) Xxxxxx Sub issued and outstanding immediately prior to the Effective Time shall continue to be converted into the right to receive the Preferred Stock Consideration issued and outstanding and shall be canceled constitute the only issued and cease to exist, and each holder outstanding interests of a certificate theretofore representing any Company Preferred Shares or non-certificated Company Preferred Shares represented by book-entry shall cease to have any rights with respect thereto, except the right to receive the Preferred Stock Consideration upon surrender of such certificates or book-entry sharesSurviving Entity.

Effect on Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of the Company, Parent, Merger Sub, the Company Sub or the holders any holder of any of the following securities: (a) The limited liability company interests of Merger Sub issued and outstanding immediately prior to the Effective Time, all of which shall be held by Parent, shall remain outstanding as limited liability company interests of the Surviving Entity, all of which shall continue to be held by Parent. (b) Each share shares of common stock, $0.001 par value $0.01 per share, of the Company (such shares, collectively, the “Company Common Stock”): (a) Subject to ‎Section 2.3, and each, a “each share of Company Common Share”) Stock issued and outstanding immediately prior to the Effective Time (other than any shares of Company Common Stock to be canceled pursuant to Section 1.6(d)Appraisal Shares and Excluded Shares) shall be converted into into, and become exchangeable for, the right to receive an amount of Parent Common Stock equal to the product of one Company Common Share multiplied by the Common Exchange Ratio (which Common Exchange Ratio is subject to adjustment as set forth i) $38.75 in Section 1.8) cash (the “Common Cash Consideration”) and (ii) 0.2141 (the “Exchange Ratio”) of a validly issued, fully paid and non-assessable share (the “Stock Consideration” and ”, together with the Preferred Stock Cash Consideration, the “Merger Consideration”) of common stock, par value $0.001 per share, of Parent (“Parent Common Stock”). At the Effective Time, all of the shares of Company Common Stock (other than Excluded Shares and Appraisal Shares) shall cease to be outstanding, shall automatically be cancelled and shall cease to exist and each certificate (a “Certificate”) formerly representing any of the shares of Company Common Stock, and each non-certificated share of Company Common Stock represented by book entry (each, a “Book Entry Company Share”), other than in each case those representing Excluded Shares or Appraisal Shares, shall thereafter represent only the right to receive, without interest, (A) the Merger Consideration, and (B) with respect to the Stock Consideration, the right, if any, to receive (1) pursuant to ‎Section 2.2(f) cash in lieu of fractional shares of Parent Common Stock into which such shares of Company Common Stock have been converted pursuant to this ‎Section 2.1(a) and (2) any distribution or dividend payable pursuant to ‎Section 2.2(d). (b) If (v) the aggregate number of shares of Parent Common Stock to be issued in connection with the Merger, plus (w) the aggregate number of shares of Parent Common Stock subject to Assumed Restricted Stock Awards as of immediately following the Effective Time plus (x) the aggregate number of shares of Parent Common Stock subject to Assumed Performance Unit Awards as of immediately following the Effective Time, plus (y) the number of shares of Parent Common Stock that would be available for issuance immediately following the Effective Time in respect of the remaining shares reserved and available for issuance under the Company Stock Plan assumed pursuant to Section 2.5(d), plus (z) any other shares required to be taken into account for purposes of Nasdaq Listing Rule 5635 (or any successor thereto) (the “Total Issuance”) would exceed 19.9% of the issued and outstanding shares of Parent Common Stock immediately prior to the Effective Time (the “Stock Threshold”), then (i) first, the Company shall, at Parent’s request at least two Business Days prior to the Closing Date, amend the Company Stock Plan to reduce the number of shares remaining reserved and available for issuance thereunder by the minimum extent necessary to cause the Total Issuance (as so reduced) not to exceed the Stock Threshold (but in no event below an amount equal to the number of shares of Company Common Stock subject to Company Equity Awards immediately prior to the Effective Time)) (the “Company Stock Plan Reduction”), and (ii) then, if the Company Stock Plan Reduction is insufficient to cause the Total Issuance (as reduced by the Company Stock Plan Reduction) not to exceed the Stock Threshold, (A) the Exchange Ratio shall be reduced to the minimum extent necessary (rounded down to the nearest ten-thousandth) such that the Total Issuance (as reduced by the Company Stock Plan Reduction and such reduction in the Exchange Ratio) does not exceed the Stock Threshold and (B) the Cash Consideration for all purposes under this Agreement will be increased on a per-share basis by the amount of such reduction in the Exchange Ratio multiplied by the Parent Stock Price (rounded to the nearest ten-thousandth of a cent). (c) All Each share of Company Common Shares (other than Company Common Shares to be canceled pursuant to Section 1.6(d)) Stock that is an Excluded Share shall be canceled cancelled and shall cease to exist, and each holder of a certificate theretofore representing any Company Common Shares (each, a “Certificate”) or non-certificated Company Common Shares represented by book-entry (“Book-Entry Shares”) shall cease to have any rights with respect thereto, except the right to receive (i) the Common Stock Consideration upon surrender of such Certificates or Book-Entry Shares in accordance with Section 2.1(c), without interest (subject to any applicable withholding Tax specified in Section 2.2); and (ii) any dividends and other distributions in accordance with Section 2.1(g). (d) Each Company Common Share owned by Parent or Merger Sub, or owned by any direct or indirect Subsidiary of any such Person, in each case immediately prior to the Effective Time, shall automatically be canceled and retired and cease to exist as of the Effective Time and no consideration shall be paid in exchange therefor. (ed) Each share of 6.125% Series C Cumulative Redeemable Preferred Stockcommon stock, par value $0.01 0.001 per share, of the Company (such shares, collectively, the “Company Preferred Stock”, and each, a “Company Preferred Share”, and the Company Preferred Shares collectively with the Company Common Shares, the “Company Shares”) Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into the right to receive the Preferred Stock Consideration one validly issued, fully paid and shall be canceled and cease to exist, and each holder of a certificate theretofore representing any Company Preferred Shares or non-certificated Company Preferred Shares represented by book-entry shall cease to have any rights with respect theretoassessable share of common stock, except par value $0.001 per share, of the right to receive the Preferred Stock Consideration upon surrender of such certificates or book-entry sharesSurviving Corporation.

Effect on Capital Stock. (a) At the Effective Time, by virtue of the Merger and without any action on the part of Parentthe holder thereof, each share of Warner-Lambert Common Stock issued and outstanding immediately prior xx xxx Xxxxxxive Time (other than shares of Warner-Lambert Common Stock owned by AHP or Merger SubSub or held by Waxxxx-Xxxxxxx, all of which shall be canceled as provided in Sectiox 0.0(x)), xxxether with the associated Warner-Lambert Rights, shall be converted into 1.4919 validly issued, xxxxx xxxx xnd non-assessable shares (the "Exchange Ratio") of AHP Common Stock and the associated AHP Rights (as hereinafter defined) (together with any cash in lieu of fractional shares of AHP Common Stock to be paid pursuant to Section 2.5, the Company or "Merger Consideration"). (b) As a result of the Merger and without any action on the part of the holders thereof, at the Effective Time, all shares of Warner-Lambert Common Stock (together with the associated Warner-Lamxxxx Xxxxxx) xhall cease to be outstanding and shall be caxxxxxx xxx xxxired and shall cease to exist, and each holder of a certificate which immediately prior to the Effective Time represented any such shares of Warner-Lambert Common Stock (a "Certificate") shall thereafter cease xx xxxx xxx xights with respect to such shares of Warner-Lambert Common Stock, except as provided herein or by law. (x) Each share of Warner-Lambert Common Stock issued and owned by AHP or Merger Sub or xxxx xx Xxxxxr-Lambert at the Effective Time shall, by virtue of the following securities:Merger, xxxxx xx xx xutstanding and shall be canceled and retired and no stock of AHP or other consideration shall be delivered in exchange therefor. (ad) The limited liability company interests At the Effective Time, by virtue of the Merger and without any action on the part of the holder thereof, each share of common stock, par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time, all of which shall be held by Parentconverted into one validly issued, shall remain outstanding as limited liability company interests of the Surviving Entity, all of which shall continue to be held by Parent. (b) Each fully paid and nonassessable share of common stock, par value $0.01 per share, of the Company (such shares, collectively, the “Company Common Stock”, and each, a “Company Common Share”) issued and outstanding immediately prior to the Effective Time (other than any shares of Company Common Stock to be canceled pursuant to Section 1.6(d)) shall be converted into the right to receive an amount of Parent Common Stock equal to the product of one Company Common Share multiplied by the Common Exchange Ratio (which Common Exchange Ratio is subject to adjustment as set forth in Section 1.8) (the “Common Stock Consideration” and together with the Preferred Stock Consideration, the “Merger Consideration”)Surviving Corporation. (c) All Company Common Shares (other than Company Common Shares to be canceled pursuant to Section 1.6(d)) shall be canceled and shall cease to exist, and each holder of a certificate theretofore representing any Company Common Shares (each, a “Certificate”) or non-certificated Company Common Shares represented by book-entry (“Book-Entry Shares”) shall cease to have any rights with respect thereto, except the right to receive (i) the Common Stock Consideration upon surrender of such Certificates or Book-Entry Shares in accordance with Section 2.1(c), without interest (subject to any applicable withholding Tax specified in Section 2.2); and (ii) any dividends and other distributions in accordance with Section 2.1(g). (d) Each Company Common Share owned by Parent or Merger Sub, or owned by any direct or indirect Subsidiary of any such Person, in each case immediately prior to the Effective Time, shall automatically be canceled and retired and cease to exist as of the Effective Time and no consideration shall be paid in exchange therefor. (e) Each share of 6.125% Series C Cumulative Redeemable Preferred Stock, par value $0.01 per share, of the Company (such shares, collectively, the “Company Preferred Stock”, and each, a “Company Preferred Share”, and the Company Preferred Shares collectively with the Company Common Shares, the “Company Shares”) issued and outstanding immediately prior to the Effective Time shall be converted into the right to receive the Preferred Stock Consideration and shall be canceled and cease to exist, and each holder of a certificate theretofore representing any Company Preferred Shares or non-certificated Company Preferred Shares represented by book-entry shall cease to have any rights with respect thereto, except the right to receive the Preferred Stock Consideration upon surrender of such certificates or book-entry shares.

Effect on Capital Stock. (a) At the Effective Time, each share of common stock, par value $.0001 per share, of the Company (the "Company Stock") issued and outstanding immediately prior to the Effective Time (other than Dissenting Shares (as defined in Section 1.9) and Parent Shares (as defined in Section 1.3(b)) shall, by virtue of the Merger and without any action on the part of Parentthe holder thereof, Merger Subbe converted into the right to receive (i) an amount in cash (without interest), rounded to the nearest cent, equal to Ten Million Dollars ($10,000,000) (the "Cash Consideration") divided by the number of shares of Company Stock outstanding as of the Effective Time and (ii) such number of shares of common stock, par value $.01 per share, of Parent ("Parent Common Stock") as shall be equal to Two Million, Thirty One Thousand, Two Hundred and Fifty (2,031,250), divided by the number of shares of Company Stock outstanding as of the Effective Time (the "Stock Consideration" and, together with the Cash Consideration, the Company or "Merger Consideration"); provided, that the Merger Consideration shall be subject to adjustment as set forth in Section 1.5 hereof; and provided, further that as set forth in paragraph (c) of this Section 1.3, no fractional share of Parent Common Stock shall be delivered hereunder. Subject to Sections 1.5 and 1.6 hereof, the Merger Consideration shall be delivered to the holders of Company Common Stock at the Closing in exchange for certificates representing all outstanding shares of Company Stock and any other outstanding ownership interests in the Company. The Company Stockholder acknowledges and agrees that the Parent Common Stock delivered to the holders of Company Stock hereunder shall not be registered under the Securities Act of 1933, as amended, (the "Securities Act") and that the sale or other disposition of such Parent Common Stock shall be subject to the restrictions arising under Rule 144 of the following securities: (a) The limited liability company interests Securities Act until a registration statement shall have been filed for the purposes of Merger Sub issued and outstanding immediately prior to registering such Parent Common Stock under the Securities Act. As of the Effective Time, all shares of which Company Stock shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist. If, between the date of this Agreement and the Effective Time, the shares of Parent Common Stock shall be held changed into a different number or class of shares by Parentreason of any reclassification, recapitalization, split-up, combination, exchange of shares or readjustment, or a stock dividend thereon shall remain outstanding as limited liability company interests be declared with a record date within said period, the Merger Consideration per share of the Surviving Entity, all of which Company Stock shall continue to be held by Parentadjusted accordingly. (b) Each share of common stock, par value $0.01 per share, of Company Stock held in the Company (such shares, collectively, the “Company Common Stock”, and each, a “Company Common Share”) issued and outstanding immediately prior to the Effective Time (other than any shares of Company Common Stock to be canceled pursuant to Section 1.6(d)) shall be converted into the right to receive an amount of Parent Common Stock equal to the product of one Company Common Share multiplied by the Common Exchange Ratio (which Common Exchange Ratio is subject to adjustment as set forth in Section 1.8) (the “Common Stock Consideration” and together with the Preferred Stock Consideration, the “Merger Consideration”). (c) All Company Common Shares (other than Company Common Shares to be canceled pursuant to Section 1.6(d)) shall be canceled and shall cease to exist, and each holder of a certificate theretofore representing any Company Common Shares (each, a “Certificate”) or non-certificated Company Common Shares represented by book-entry (“Book-Entry Shares”) shall cease to have any rights with respect thereto, except the right to receive (i) the Common Stock Consideration upon surrender of such Certificates or Book-Entry Shares in accordance with Section 2.1(c), without interest (subject to any applicable withholding Tax specified in Section 2.2); and (ii) any dividends and other distributions in accordance with Section 2.1(g). (d) Each Company Common Share owned by Parent or Merger Sub, or owned by any direct or indirect Subsidiary of any such Person, in each case Company's treasury immediately prior to the Effective Time, shall if any, and each share of Company Stock then owned by the Parent, the Merger Sub or any other wholly-owned subsidiary of the Parent other than any such shares held on behalf of third parties, if any (collectively, "Parent Shares"), shall, by virtue of the Merger, automatically be canceled cancelled and retired and shall cease to exist as of the Effective Time and no consideration shall be paid delivered in exchange therefor. (e) Each share of 6.125% Series C Cumulative Redeemable Preferred Stock, par value $0.01 per share, of the Company (such shares, collectively, the “Company Preferred Stock”, and each, a “Company Preferred Share”, and the Company Preferred Shares collectively with the Company Common Shares, the “Company Shares”) issued and outstanding immediately prior to the Effective Time shall be converted into the right to receive the Preferred Stock Consideration and shall be canceled and cease to exist, and each holder of a certificate theretofore representing any Company Preferred Shares or non-certificated Company Preferred Shares represented by book-entry shall cease to have any rights with respect thereto, except the right to receive the Preferred Stock Consideration upon surrender of such certificates or book-entry shares.

Effect on Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of the Parent, Merger Acquisition Sub, the Company Company, or the holders of any of the following securities: (a) The limited liability company interests of Merger Sub issued and outstanding immediately prior to the Effective Time, all of which shall be held by Parent, shall remain outstanding as limited liability company interests of the Surviving Entity, all of which shall continue to be held by Parent. (b) Consideration. Each share (a "Share") of common stock, par value $0.01 per share, of the Company (such shares, collectively, the “Company "Common Stock”, and each, a “Company Common Share”") issued and outstanding immediately prior to the Effective Time (other than excluding any shares of Company Common Stock to be canceled pursuant to Section 1.6(d)) shall be converted into the right to receive an amount of Parent Common Stock equal to the product of one Company Common Share multiplied by the Common Exchange Ratio (which Common Exchange Ratio is subject to adjustment as set forth in Section 1.8) (the “Common Stock Consideration” and together with the Preferred Stock Consideration, the “Merger Consideration”). (c) All Company Common Shares (other than Company Common Shares to be canceled pursuant to Section 1.6(d1.6(b) and any Dissenting Shares (as defined in Section 1.6(e)) shall immediately cease to be outstanding and shall automatically be canceled and retired and shall cease to existexist and be converted into (i) the right to receive $1.50 in cash, without interest thereon (the "Cash Consideration"), plus (ii) the right to receive 0.5 shares (the "Exchange Ratio") of Parent Common Stock (as may be adjusted from time to time, the "Merger Consideration"), in accordance with Section 1.7 and each holder of a certificate theretofore representing any Company Common Shares (each, a “Certificate”) or non-certificated Company Common Shares represented by book-entry (“Book-Entry Shares”) such Share shall cease to have any rights with respect thereto, except thereto arising therefrom (including without limitation the right to receive (i) the Common Stock Consideration upon surrender of such Certificates or Book-Entry Shares in accordance with Section 2.1(cvote), without interest (subject to any applicable withholding Tax specified in Section 2.2); and (ii) any dividends and other distributions in accordance with Section 2.1(g). (d) Each Company Common Share owned by Parent or Merger Sub, or owned by any direct or indirect Subsidiary of any such Person, in each case immediately prior to the Effective Time, shall automatically be canceled and retired and cease to exist as of the Effective Time and no consideration shall be paid in exchange therefor. (e) Each share of 6.125% Series C Cumulative Redeemable Preferred Stock, par value $0.01 per share, of the Company (such shares, collectively, the “Company Preferred Stock”, and each, a “Company Preferred Share”, and the Company Preferred Shares collectively with the Company Common Shares, the “Company Shares”) issued and outstanding immediately prior to the Effective Time shall be converted into the right to receive the Preferred Stock Consideration and shall be canceled and cease to exist, and each holder of a certificate theretofore representing any Company Preferred Shares or non-certificated Company Preferred Shares represented by book-entry shall cease to have any rights with respect thereto, except the right to receive the Preferred Merger Consideration in accordance with Section 1.7. Notwithstanding anything to the contrary contained herein, (i) in the event the Average Trading Price (as defined below) is less than $2.25, then this Agreement may be terminated by the Company in accordance with Article VII; or (ii) in the event the Average Trading Price is more than $3.75, then this Agreement may be terminated by Parent in accordance with Article VII. As used herein, the "Average Trading Price" for each share of Parent Common Stock shall be the average of the closing prices for a share of Parent Common Stock as reported on the NYSE Composite Transactions Tape for the ten trading days ending three trading days prior to the Closing Date (the "10-Day Period"). Notwithstanding the foregoing, if between the date of this Agreement and the Effective Time the outstanding Shares or the outstanding Parent Common Stock shall have been changed into a different number of shares or a different class, by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, the Merger Consideration upon surrender shall be correspondingly adjusted on a per-share basis to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of such certificates or book-entry shares.

Effect on Capital Stock. At the Effective Time, by virtue of the Merger and without any further action on the part of ParentFFIN, TBT, Merger Sub, the Company Sub or the holders any holder of any record of the following securities: (a) The limited liability company interests Each share of Merger Sub FFIN Stock outstanding prior to the Effective Time shall remain one validly issued, fully paid and nonassessable share of FFIN Stock after the Effective Time. (b) Except for the Cancelled Shares and Dissenting Shares, each share of common stock, par value $1.00 per share, of TBT (the “TBT Stock”) that is issued and outstanding immediately prior to the Effective Time, all of which Time shall be held by Parent, shall remain outstanding as limited liability company interests of the Surviving Entity, all of which shall continue cease to be held by Parentoutstanding and shall automatically be converted into and become the right to receive, without interest, 1.2502 shares of FFIN Stock (the “Exchange Ratio” and such shares, the “Merger Consideration”). (bc) No certificates representing a fractional share shall be issued by FFIN. In lieu of any fractional share, each holder of TBT Stock entitled to a fractional share, upon surrender of such shares of TBT Stock, shall be entitled to receive from FFIN an amount in cash (without interest), payable in accordance with Section 1.06, rounded to the nearest cent, determined by multiplying the fractional share by $30.28. (d) All shares of TBT Stock to be converted into the right to receive the Merger Consideration pursuant to this Section 1.05 shall no longer be outstanding and shall automatically be cancelled and cease to exist, and each holder of a certificate that immediately prior to the Effective Time represented any such shares of TBT Stock shall thereafter cease to have any rights with respect to such shares of TBT Stock, except the right to receive the Merger Consideration. (e) Any shares of TBT Stock that are owned immediately prior to the Effective Time by TBT, FFIN or their respective Subsidiaries (other than (i) shares of TBT Stock held, directly or indirectly, in trust accounts, managed accounts and the like or otherwise held in a fiduciary capacity that are beneficially owned by third parties, and (ii) shares of TBT Stock held in respect of a debt previously contracted) shall be canceled and extinguished without any conversion thereof or consideration therefor (the “Cancelled Shares”). (f) Each share of common stock, par value $0.01 per share, of the Company (such shares, collectively, the “Company Common Stock”, and each, a “Company Common Share”) issued and outstanding immediately prior to the Effective Time (other than any shares of Company Common Stock to be canceled pursuant to Section 1.6(d)) shall be converted into the right to receive an amount of Parent Common Stock equal to the product of one Company Common Share multiplied by the Common Exchange Ratio (which Common Exchange Ratio is subject to adjustment as set forth in Section 1.8) (the “Common Stock Consideration” and together with the Preferred Stock Consideration, the “Merger Consideration”). (c) All Company Common Shares (other than Company Common Shares to be canceled pursuant to Section 1.6(d)) shall be canceled and shall cease to exist, and each holder of a certificate theretofore representing any Company Common Shares (each, a “Certificate”) or non-certificated Company Common Shares represented by book-entry (“Book-Entry Shares”) shall cease to have any rights with respect thereto, except the right to receive (i) the Common Stock Consideration upon surrender of such Certificates or Book-Entry Shares in accordance with Section 2.1(c), without interest (subject to any applicable withholding Tax specified in Section 2.2); and (ii) any dividends and other distributions in accordance with Section 2.1(g). (d) Each Company Common Share owned by Parent or Merger Sub, or owned by any direct or indirect Subsidiary of any such Person, in each case immediately prior to the Effective Time, shall automatically be canceled and retired and cease to exist as of the Effective Time and no consideration shall be paid in exchange therefor. (e) Each share of 6.125% Series C Cumulative Redeemable Preferred Stock, par value $0.01 per share, of the Company (such shares, collectively, the “Company Preferred Stock”, and each, a “Company Preferred Share”, and the Company Preferred Shares collectively with the Company Common Shares, the “Company Shares”) Sub issued and outstanding immediately prior to the Effective Time shall be converted automatically into and become one newly issued, fully paid and non-assessable share of common stock of the right Surviving Corporation. (g) If, prior to receive the Preferred Effective Time, the outstanding shares of FFIN Stock Consideration and or TBT Stock shall have been increased, decreased, changed into or exchanged for a different number or kind of shares or securities as a result of a reorganization, recapitalization, reclassification, stock dividend, stock split, reverse stock split, or other similar change in capitalization, or there shall be canceled any extraordinary dividend or distribution, an appropriate and cease proportionate adjustment shall be made to exist, and each holder of a certificate theretofore representing any Company Preferred Shares or non-certificated Company Preferred Shares represented by book-entry shall cease to have any rights with respect thereto, except the right to receive the Preferred Stock Consideration upon surrender of such certificates or book-entry sharesExchange Ratio.

Effect on Capital Stock. (a) At the Effective Time, by virtue of the Merger and without any action on the part of Parentthe holder thereof, Merger Subeach share of common stock, the Company or the holders of any of the following securities: (a) The limited liability company interests par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time, all of which shall be held by Parentconverted into one validly issued, shall remain outstanding as limited liability company interests of the Surviving Entity, all of which shall continue to be held by Parent. (b) Each fully paid and non-assessable share of common stock, par value $0.01 per share, of the Surviving Corporation. (b) At the Effective Time, by virtue of the Merger and without any action on the part of the holder thereof, each share of common stock, par value $0.33 1/3 per share, of the Company (such shares, collectively, the “Company Common Stock”, and each, a “Company Common Share”) issued and outstanding immediately prior to the Effective Time (other than any Restricted Stock, which shall be treated in accordance with Section 1.9(d), and shares of Company Common Stock and Company Convertible Preferred Stock owned directly or indirectly by Parent or held directly or indirectly by the Company, all of which shall be canceled as provided in Section 1.8(e)), shall, except as provided in Section 1.11 with respect to the shares of Company Common Stock as to which appraisal rights have been exercised, be converted into the right to receive (i) 0.985 (as may be adjusted pursuant to this Section 1.8, the “Exchange Ratio”) validly issued, fully paid and non-assessable shares of common stock (“Parent Common Stock”), par value $0.05 per share, of Parent (unless the aggregate number of shares of Parent Common Stock to be canceled issued in the Merger pursuant to this Section 1.8 and Section 1.9, together with the shares, if any, of Parent Common Stock issuable upon conversion of the Parent Convertible Preferred Stock and the Floating Rate Convertible Senior Debentures Due 2024 (the “Convertible Debentures”), in each case to the extent shares of Parent Convertible Preferred Stock and/or the Convertible Debentures are issued and outstanding as of the Effective Time, would exceed 19.9% of Parent’s issued and outstanding shares of Parent Common Stock immediately prior to the Effective Time (19.9% of such issued and outstanding shares rounded down to the nearest whole share, the “Maximum Share Number”) in which case the Exchange Ratio shall be reduced (the amount of such reduction, the “Exchange Ratio Reduction Number”) to the minimum extent necessary such that the number of shares of Parent Common Stock issuable in the Merger pursuant to this Section 1.8 and Section 1.9, together with the shares, if any, of Parent Common Stock issuable upon conversion of the Parent Convertible Preferred Stock and the Convertible Debentures, equals the Maximum Share Number) (the “Stock Consideration”) and (ii) $33.00 in cash without interest plus, if the Exchange Ratio is adjusted pursuant to the preceding clause (i), the amount in cash equal to the Exchange Ratio Reduction Number multiplied by the Parent Share Cash Value (the “Cash Consideration”). Together with any cash in lieu of fractional shares of Parent Common Stock to be paid pursuant to Section 1.6(d2.5, the Stock Consideration and Cash Consideration are collectively referred to herein as the “Common Stock Merger Consideration.” (c) At the Effective Time, by virtue of the Merger and without any action on the part of the holder thereof, each share of the $2 Convertible Preferred Stock, par value $2.50 per share, of the Company (“Company Convertible Preferred Stock”)) , issued and outstanding immediately prior to the Effective Time, if any, shall be converted into the right to receive an amount one share of a new series of convertible preferred stock (“Parent Common Convertible Preferred Stock”) to be issued by Parent at the Effective Time and to be designated as Parent Convertible Preferred Stock equal to the product of one Company Common Share multiplied by the Common Exchange Ratio (which Common Exchange Ratio is subject to adjustment as set forth in Section 1.8) (the “Preferred Stock Merger Consideration”, and collectively with the Common Stock Consideration” and together with the Preferred Stock Merger Consideration, the “Merger Consideration”) having the same powers, designations, preferences and rights (to the fullest extent practicable) as the shares of Company Convertible Preferred Stock (it being understood that the number of shares of Parent Common Stock into which each share of Parent Convertible Preferred Stock shall be convertible will equal the product of (i) the number of shares of Common Stock into which a share of Company Convertible Preferred Stock is convertible immediately prior to the Effective Time and (ii) the sum of the (A) the Exchange Ratio and (B) the quotient of the Cash Consideration and the Parent Share Cash Value). Prior to the Closing, Parent shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Parent Common Stock for delivery upon conversion of the Parent Convertible Preferred Stock. (cd) All Except as set forth in Section 1.8(e), Section 1.9(d) and Section 1.11, as a result of the Merger and without any action on the part of the holders thereof, at the Effective Time, all shares of outstanding Company Common Shares (other than Stock and Company Common Shares Convertible Preferred Stock, if any, shall cease to be canceled pursuant to Section 1.6(d)) outstanding and shall be canceled and retired and shall cease to exist, and each holder of a certificate theretofore representing or certificates which immediately prior to the Effective Time represented any such shares of Company Common Shares Stock (each, a “CertificateCommon Certificates”) or non-certificated of Company Convertible Preferred Stock (“Preferred Certificates” and together with the Common Shares represented by Certificates, the “Certificates”) or book-entry shares which immediately prior to the Effective Time represented shares of Company Common Stock (“Common Book-Entry Shares”) or shares of Company Convertible Preferred Stock (“Preferred Book-Entry Shares” and together with the Common Book-Entry Shares, the “Book-Entry Shares”) shall thereafter cease to have any rights with respect theretoto such shares of Company Common Stock or Company Convertible Preferred Stock, respectively, except the right to receive (i) the Common Stock Consideration upon surrender of such Certificates as provided herein or Book-Entry Shares in accordance with Section 2.1(c), without interest (subject to any applicable withholding Tax specified in Section 2.2); and (ii) any dividends and other distributions in accordance with Section 2.1(g). (d) Each Company Common Share owned by Parent or Merger Sub, or owned by any direct or indirect Subsidiary of any such Person, in each case immediately prior to the Effective Time, shall automatically be canceled and retired and cease to exist as of the Effective Time and no consideration shall be paid in exchange thereforLaw. (e) Each share of 6.125% Series C Cumulative Redeemable Company Common Stock and Company Convertible Preferred Stock, par value $0.01 per share, of Stock owned by Parent or held by the Company (such shares, collectively, the “Company Preferred Stock”, and each, a “Company Preferred Share”, and the Company Preferred Shares collectively with the Company Common Shares, the “Company Shares”) issued and outstanding immediately prior to at the Effective Time shall including any Reacquired Shares shall, by virtue of the Merger, cease to be converted into the right to receive the Preferred Stock Consideration outstanding and shall be canceled and cease to exist, retired and each holder no stock of a certificate theretofore representing any Company Preferred Shares Parent or non-certificated Company Preferred Shares represented by book-entry other consideration shall cease to have any rights with respect thereto, except the right to receive the Preferred Stock Consideration upon surrender of such certificates or book-entry sharesbe delivered in exchange therefor.

Effect on Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company or the holders of any shares of Common Stock or any shares of common stock, par value $0.01 per share, of Merger Sub (the following securities:“Merger Sub Common Stock”): (a) The limited liability company interests (i) each share of Common Stock held by the Company as treasury stock or that is issued or outstanding and owned directly or indirectly by Parent, Holdings or Merger Sub immediately prior to the Effective Time (the “Cancelled Shares”) shall be automatically cancelled and retired and shall cease to exist, and no cash, stock or other consideration shall be delivered or deliverable in exchange therefor; (ii) any shares of Common Stock owned by any direct or indirect wholly-owned Subsidiary of the Company shall not represent the right to receive the Merger Consideration and shall, at the election of Parent, either (A) convert into shares of a class of stock of the Surviving Corporation designated by Parent in connection with the Merger or (B) be cancelled; (b) each share of Merger Sub Common Stock that is issued and outstanding immediately prior to the Effective Time, all of which Time shall be held by Parentconverted into and become one (1) validly issued, shall remain outstanding as limited liability company interests of the Surviving Entity, all of which shall continue to be held by Parent. (b) Each fully paid and nonassessable share of common stock, par value $0.01 per share, of the Company Surviving Corporation; and (such shares, collectively, the “Company c) each share of Common Stock (including each share of Restricted Stock”, and each, a “Company Common Share”) that is issued and outstanding immediately prior to the Effective Time (Time, other than any shares of Company Common Stock to be canceled pursuant to Section 1.6(d)) Cancelled Shares and Appraisal Shares, shall automatically be converted into the right to receive an amount of Parent Common Stock in cash equal to the product of one Company Common Share multiplied by the Common Exchange Ratio (which Common Exchange Ratio is $10.00, without interest and subject to adjustment as set forth in Section 1.8) any withholding of taxes required by applicable Law (the “Common Stock Consideration” and together with the Preferred Stock Consideration, the “Merger Consideration”). (c) All Company and all such shares of Common Shares (other than Company Common Shares Stock shall cease to be canceled pursuant to Section 1.6(d)) outstanding and shall be canceled automatically cancelled and retired and shall cease to exist, and each holder of a certificate theretofore representing any Company Common Shares (each, a “Common Stock Certificate”) or non-certificated Company Common Shares represented by book-entry shares (“Book-Entry Shares”) that, immediately prior to the Effective Time, represented any shares of Common Stock shall thereafter cease to have any rights with respect theretoto such shares of Common Stock, except except, in all cases, the right to receive (iother than with respect to the Cancelled Shares and the Appraisal Shares) the Common Stock Consideration Merger Consideration, without interest, to be paid in consideration therefore upon surrender of such Certificates or Book-Entry Shares Certificate in accordance with Section 2.1(c), without interest (subject to any applicable withholding Tax specified in Section 2.2); and (ii) any dividends and other distributions in accordance with Section 2.1(g)2.05. (d) Each Company Common Share owned by Parent or Merger Sub, or owned by any direct or indirect Subsidiary of any such Person, in each case immediately prior to the Effective Time, shall automatically be canceled and retired and cease to exist as of the Effective Time and no consideration shall be paid in exchange therefor. (e) Each share of 6.125% Series C Cumulative Redeemable Preferred Stock, par value $0.01 per share, of the Company (such shares, collectively, the “Company Preferred Stock”, and each, a “Company Preferred Share”, and the Company Preferred Shares collectively with the Company Common Shares, the “Company Shares”) issued and outstanding immediately prior to the Effective Time shall be converted into the right to receive the Preferred Stock Consideration and shall be canceled and cease to exist, and each holder of a certificate theretofore representing any Company Preferred Shares or non-certificated Company Preferred Shares represented by book-entry shall cease to have any rights with respect thereto, except the right to receive the Preferred Stock Consideration upon surrender of such certificates or book-entry shares.

Effect on Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company or the holders of any of the following securities: (a) The limited liability company interests of Merger Sub Each issued and outstanding immediately prior to the Effective Time, all of which shall be held by Parent, shall remain outstanding as limited liability company interests of the Surviving Entity, all of which shall continue to be held by Parent. (b) Each share of common stock, par value $0.01 0.001 per share, of Merger Sub I issued and outstanding immediately prior to the Second Effective Time shall be converted into and become one fully paid and nonassessable share of common stock, par value $0.001 per share, of the Company Ultimate Surviving Corporation. (such shares, collectively, the “Company Common Stock”, and each, a “Company Common Share”b) Each Share issued and outstanding as of immediately prior to the Effective Time (other than issued and outstanding Shares (i) that are Cash-Out Shares, (ii) that are owned by the Company or any Company Subsidiary as treasury stock or (iii) that are Dissenting Shares, with the Shares referred to in the immediately preceding clauses (ii) and (iii) being the “Excluded Shares”, and excluding, for the avoidance of doubt, any Shares issuable pursuant to the exercise of any Option), shall be converted into the right to receive (A) an amount in cash equal to the Per Share Closing Cash Consideration Value, (B) a number of shares of Company Common Parent Stock equal to the Per Share Consideration Shares and (C) a portion of any Contingent Merger Consideration which may become payable in respect of such Share as determined pursuant to the terms hereof (clauses (A), (B) and (C), collectively, the “Share Merger Consideration”). All Shares (other than the Cash-Out Shares) shall be cancelled automatically and shall cease to exist as of the Effective Time, and the holders of the certificates which immediately prior to the Effective Time represented those Shares shall cease to have any rights with respect to those Shares, other than the right to receive the Share Merger Consideration (without interest) upon surrender of such certificates (if applicable) in accordance with the terms of, and at such times as specified in, this Agreement. Each Excluded Share shall cease to be canceled outstanding, shall be cancelled without payment of any consideration therefor and shall cease to exist, subject to the right of the holder of any Dissenting Shares to receive the payment for such Dissenting Shares pursuant to Section 1.6(d2.7. (c) Each Option that is outstanding, vested and exercisable as of immediately prior to the Effective Time, or that automatically vests and becomes exercisable in accordance with its terms by virtue of the occurrence of the Effective Time, that was not exercised prior to the Effective Time and which has an exercise price lower than the Per Share Aggregate Consideration Value (each, a “Vested Option”) shall (subject to the execution and delivery of an optionholder cancellation agreement in the form of Exhibit E attached hereto (an “Option Cancellation Agreement”) by the holder of such Vested Option) be converted into the right to receive (i) an amount in cash equal to (A) the product of (I) the Per Option Share Closing Consideration Value, multiplied by (II) the aggregate number of Company Securities issuable in respect of such Vested Option, minus (B) the aggregate exercise price that would be payable to the Company in respect of such Vested Option had such Vested Option been exercised in full immediately prior to the Effective Time, in each case, in accordance with the terms of the applicable Vested Option (the “Closing Option Merger Consideration”) and (ii) a portion of any Contingent Merger Consideration which may become payable in respect of the Company Securities issuable pursuant to such Vested Option as determined pursuant to the terms hereof (the “Contingent Option Merger Consideration”, and together with the Closing Option Merger Consideration, the “Option Merger Consideration”). All Options (Vested Options and otherwise) shall be cancelled automatically and shall cease to exist as of the Effective Time, and the holders thereof shall cease to have any rights with respect to those Options, other than with respect to the Vested Options the right to receive the Option Merger Consideration (without interest) in accordance with the terms of, and at such times as specified in, this Agreement. Parent shall direct the Ultimate Surviving Corporation or applicable Company Subsidiary to, as promptly as practicable in accordance with the payroll procedures of the Ultimate Surviving Corporation or Company Subsidiary, as applicable, after delivery to the Ultimate Surviving Corporation by such Optionholder of all documentation required of such Optionholder pursuant to the terms of this Section 2.5, pay to such Optionholder the amount due to such Optionholder hereunder, which amount is set forth on the Allocation Schedule under the heading “Closing Date Merger Consideration”; provided, that to the extent any Optionholder has not completed, executed and delivered to the Ultimate Surviving Corporation an Option Cancellation Agreement in accordance with this Section 2.5, the portion of any such payment relating to such Vested Options shall be retained by the Ultimate Surviving Corporation until such Optionholder has executed and delivered the applicable Option Cancellation Agreement, at which time Parent shall cause the Ultimate Surviving Corporation or Company Subsidiary, as applicable, to promptly pay to the applicable Optionholder such withheld portion of the Merger Consideration. (d) Prior to the Effective Time, the board of directors of the Company shall take all action necessary to effectuate the provisions of Section 2.5(c) above with respect to the Options. (e) Each Cash-Out Share issued and outstanding as of immediately prior to the Effective Time (other than issued and outstanding Cash-Out Shares that are Dissenting Shares, and excluding, for the avoidance of doubt, any Shares issuable pursuant to the exercise of any Option), shall be converted into the right to receive an amount of Parent Common Stock in cash equal to (A) the product Per Share Aggregate Consideration Value minus the Per Share Escrow Contribution minus the Per Share Reserve Fund Contribution, and (B) a portion of one Company Common any Contingent Merger Consideration which may become payable in respect of such Cash-Out Share multiplied by as determined pursuant to the Common Exchange Ratio terms hereof (which Common Exchange Ratio is subject to adjustment as set forth in Section 1.8clauses (A) and (the “Common Stock Consideration” and together with the Preferred Stock ConsiderationB), collectively, the “Cash-Out Share Merger Consideration”). (c) . All Company Common Cash-Out Shares (other than Company Common Shares to be canceled pursuant to Section 1.6(d)) shall be canceled cancelled automatically and shall cease to existexist as of the Effective Time, and each holder the holders of a certificate theretofore representing any Company Common the certificates which immediately prior to the Effective Time represented those Cash-Out Shares (each, a “Certificate”) or non-certificated Company Common Shares represented by book-entry (“Book-Entry Shares”) shall cease to have any rights with respect thereto, except the right to receive (i) the Common Stock Consideration upon surrender of such Certificates or Bookthose Cash-Entry Shares in accordance with Section 2.1(c), without interest (subject to any applicable withholding Tax specified in Section 2.2); and (ii) any dividends and other distributions in accordance with Section 2.1(g). (d) Each Company Common Share owned by Parent or Merger Sub, or owned by any direct or indirect Subsidiary of any such Person, in each case immediately prior to the Effective Time, shall automatically be canceled and retired and cease to exist as of the Effective Time and no consideration shall be paid in exchange therefor. (e) Each share of 6.125% Series C Cumulative Redeemable Preferred Stock, par value $0.01 per share, of the Company (such shares, collectively, the “Company Preferred Stock”, and each, a “Company Preferred Share”, and the Company Preferred Shares collectively with the Company Common Out Shares, the “Company Shares”) issued and outstanding immediately prior to the Effective Time shall be converted into other than the right to receive the Preferred Stock Cash-Out Share Merger Consideration and shall be canceled and cease to exist, and each holder of a certificate theretofore representing any Company Preferred Shares or non-certificated Company Preferred Shares represented by book-entry shall cease to have any rights with respect thereto, except the right to receive the Preferred Stock Consideration (without interest) upon surrender of such certificates or book-entry shares(if applicable) in accordance with the terms of, and at such times as specified in, this Agreement.

Effect on Capital Stock. At the Effective Time, by virtue of the Merger and without any further action on the part of AdCare, RHE or the shareholders of such corporations, the following shall occur: (a) The outstanding shares of common stock, no par value per share, of AdCare (the “AdCare Common Stock”) issued and outstanding immediately prior to the Effective Time, other than those held in AdCare’s treasury (if any), shall be converted into the same number of validly issued, fully paid and nonassessable shares of common stock, no par value per share, of the Surviving Corporation (the “Surviving Corporation Common Stock”). (b) The outstanding shares of 10.875% Series A Cumulative Redeemable Preferred Shares, no par value per share, of AdCare (the “AdCare Series A Preferred Stock”) issued and outstanding immediately prior to the Effective Time, other than those held in AdCare’s treasury (if any), shall be converted into the same number of validly issued, fully paid and nonassessable shares of 10.875% Series A Cumulative Redeemable Preferred Shares, no par value per share, of the Surviving Corporation (the “Surviving Corporation Series A Preferred Stock”). (c) At the Effective Time, each certificate formerly representing shares of AdCare Common Stock (the “Certificate”) shall thereafter only represent the right to receive: (i) a certificate representing the same number of shares of Surviving Corporation Common Stock; and (ii) an amount equal to any dividend or other distribution pursuant to Section 2.4(c). (d) Each share of AdCare Common Stock and AdCare Series A Preferred Stock held in AdCare’s treasury (if any) at the Effective Time shall, by virtue of the Merger and without any action on the part of Parentthe holder thereof, Merger Sub, the Company or the holders cease to be outstanding and shall cease to exist without payment of any of the following securities: (a) The limited liability company interests of Merger Sub issued and outstanding immediately prior to the Effective Time, all of which shall be held by Parent, shall remain outstanding as limited liability company interests of the Surviving Entity, all of which shall continue to be held by Parentconsideration therefor. (be) Each share of common stock, no par value $0.01 per share, of the Company (such shares, collectively, the “Company Common Stock”, and each, a “Company Common Share”) RHE issued and outstanding immediately prior to the Effective Time (other than shall, by virtue of the Merger and without any shares action on the part of Company Common Stock RHE or the holder thereof, cease to be canceled pursuant to Section 1.6(d)) shall be converted into the right to receive an amount of Parent Common Stock equal to the product of one Company Common Share multiplied by the Common Exchange Ratio (which Common Exchange Ratio is subject to adjustment as set forth in Section 1.8) (the “Common Stock Consideration” and together with the Preferred Stock Consideration, the “Merger Consideration”). (c) All Company Common Shares (other than Company Common Shares to be canceled pursuant to Section 1.6(d)) shall be canceled outstanding and shall cease to exist, and each holder of a certificate theretofore representing any Company Common Shares (each, a “Certificate”) or non-certificated Company Common Shares represented by book-entry (“Book-Entry Shares”) shall cease to have any rights with respect thereto, except the right to receive (i) the Common Stock Consideration upon surrender of such Certificates or Book-Entry Shares in accordance with Section 2.1(c), exist without interest (subject to any applicable withholding Tax specified in Section 2.2); and (ii) any dividends and other distributions in accordance with Section 2.1(g). (d) Each Company Common Share owned by Parent or Merger Sub, or owned by any direct or indirect Subsidiary payment of any such Person, in each case immediately prior to the Effective Time, shall automatically be canceled and retired and cease to exist as of the Effective Time and no consideration shall be paid in exchange therefor. (e) Each share of 6.125% Series C Cumulative Redeemable Preferred Stock, par value $0.01 per share, of the Company (such shares, collectively, the “Company Preferred Stock”, and each, a “Company Preferred Share”, and the Company Preferred Shares collectively with the Company Common Shares, the “Company Shares”) issued and outstanding immediately prior to the Effective Time shall be converted into the right to receive the Preferred Stock Consideration and shall be canceled and cease to exist, and each holder of a certificate theretofore representing any Company Preferred Shares or non-certificated Company Preferred Shares represented by book-entry shall cease to have any rights with respect thereto, except the right to receive the Preferred Stock Consideration upon surrender of such certificates or book-entry shares.

Effect on Capital Stock. At As of the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company or the holders holder of any shares of the following securitiesCompany Common Stock or any shares of capital stock of MergerCo: (a) The limited liability company interests Each issued and outstanding share of Merger Sub Company Common Stock held by the Company as a treasury share or held by any direct or indirect Company Subsidiary and each issued and outstanding share of Company Common Stock owned by Parent, MergerCo or any other direct or indirect Parent Subsidiary immediately prior to the Effective Time, shall be canceled and retired and cease to exist without any conversion thereof and no payment or distribution shall be made with respect thereto. (b) Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time, all of which other than those shares referred to in Section 3.1(a), shall be held by Parent, shall remain outstanding as limited liability company interests of the Surviving Entity, all of which shall continue to be held by Parent. (b) Each share of common stock, par value $0.01 per share, of the Company (such shares, collectively, the “Company Common Stock”, canceled and each, a “Company Common Share”) issued and outstanding immediately prior to the Effective Time (other than any shares of Company Common Stock to be canceled pursuant to Section 1.6(d)) shall be converted automatically into and represent the right to receive receive: (i) an amount equal to $3.00, net to the holder in cash, without any interest thereon (plus any cash in lieu of fractional shares as described in Section 4.1(e), the "Cash Consideration") and (ii) that number of fully paid and nonassessable shares of Parent Common Stock equal to the product of one Company Common Share multiplied $14.00 divided by the Common Exchange Ratio Base Stock Price (which Common Exchange Ratio is subject to adjustment as set forth in Section 1.8defined below) (the “"Exchange Ratio") (rounded to the nearest thousandth and subject to adjustment, as provided below, and subject to cash in lieu of fractional shares of Parent Common Stock, if any, pursuant to Section 4.1(e), the "Stock Consideration” " and together with the Preferred Stock Cash Consideration, the “"Merger Consideration”"). (c) All Company Common Shares (other than Company Common Shares to be canceled pursuant to Section 1.6(d)) The Exchange Ratio shall be canceled and shall cease to exist, and each holder of a certificate theretofore representing any Company Common Shares (each, a “Certificate”) or non-certificated Company Common Shares represented by book-entry (“Book-Entry Shares”) shall cease to have any rights with respect thereto, except the right to receive adjusted as follows: (i) if the Average Parent Common Stock Consideration upon surrender of Price is greater than the Collar Percentage multiplied by the Base Stock Price (such Certificates or Book-Entry Shares in accordance with Section 2.1(cproduct being the "Ceiling Stock Price"), without interest then the Exchange Ratio shall be adjusted such that the aggregate value (based on the Average Parent Common Stock Price) of the Stock Consideration will be equal to the value the Stock Consideration would represent if the Average Parent Common Stock Price were equal to the Ceiling Stock Price and there were no adjustments to the Exchange Ratio as contemplated in this Section 3.1. The Collar Percentage shall be equal to 119%, subject to any applicable withholding Tax specified in Section 2.2); and the following adjustments: If (ii1) any dividends and other distributions in accordance with Section 2.1(g). (d) Each Company Common Share owned by Parent the Closing has not occurred on or Merger Sub, or owned by any direct or indirect Subsidiary of any such Person, in each case immediately prior to the Effective TimeJuly 15, shall automatically be canceled and retired and cease to exist as of the Effective Time and no consideration shall be paid in exchange therefor. 2000, (e2) Each share of 6.125% Series C Cumulative Redeemable Preferred Stock, par value $0.01 per share, of the Company (such shares, collectively, the “Company Preferred Stock”, and each, a “Company Preferred Share”, and the Company Preferred Shares collectively with the Company Common Shares, the “Company Shares”) issued and outstanding immediately prior subsequent to the Effective Time shall be converted into the right to receive the Preferred Stock Consideration and shall be canceled and cease to exist, and each holder of a certificate theretofore representing any Company Preferred Shares or non-certificated Company Preferred Shares represented by book-entry shall cease to have any rights with respect thereto, except the right to receive the Preferred Stock Consideration upon surrender of such certificates or book-entry shares.date of

Effect on Capital Stock. At As of the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the holder of any outstanding capital stock of the Company or the holders of any of the following securitiesMerger Sub: (a) The limited liability company interests of Merger Sub issued and outstanding immediately prior to the Effective Time, all of which shall be held by Parent, shall remain outstanding as limited liability company interests of the Surviving Entity, all of which shall continue to be held by Parent. (b) Each share of common stock, par value $0.01 0.05 per share, of the Company (such shares, collectively, the “Company Common Stock”, and each, a ” or “Company Common ShareShares”) issued and outstanding immediately prior to the Effective Time (other than any shares of Company Common Stock to be canceled pursuant to Section 1.6(d)) shall be converted into the right to receive an amount of Parent Common Stock equal to the product of one Company Common Share multiplied by the Common Exchange Ratio (which Common Exchange Ratio is subject to adjustment as set forth in Section 1.8) (the “Common Stock Consideration” and together with the Preferred Stock Consideration, the “Merger Consideration”). (c) All Company Common Dissenting Shares (other than Company Common Shares to be canceled pursuant to Section 1.6(d)) shall be canceled and shall cease to exist, and each holder of a certificate theretofore representing any Company Common Shares (each, a “Certificate”) or non-certificated Company Common Shares represented by book-entry (“Book-Entry Shares”) shall cease to have any rights with respect thereto, except the right to receive (i) the Common Stock Consideration upon surrender of such Certificates or Book-Entry Shares in accordance with Section 2.1(c), without interest (subject to any applicable withholding Tax specified in Section 2.2); and (ii) any dividends and other distributions in accordance with Section 2.1(g). (d) Each Company Common Share owned by Parent or Merger Sub, or owned by any direct or indirect Subsidiary of any such Person, in each case immediately prior to the Effective Time, shall automatically be canceled and retired and cease to exist as of the Effective Time and no consideration shall be paid in exchange therefor. (e) Each share of 6.125% Series C Cumulative Redeemable Preferred Stock, par value $0.01 per share, of the Company (such shares, collectively, the “Company Preferred Stock”, and each, a “Company Preferred Share”, and the Company Preferred Shares collectively with the Company Common Shares, the “Company Shares”) issued and outstanding immediately prior to the Effective Time shall be converted into the right to receive the Preferred Stock following (collectively, the “Per Share Merger Consideration”): (i) an amount in cash equal to the Per Share Net Closing Amount; (ii) a conditional amount in cash equal to the Per Share Working Capital Adjustment Amount; and (iii) a conditional amount in cash equal to the Per Share Indemnity Escrow Amount. The aggregate amount of Per Share Merger Consideration payable to the Company’s shareholders (collectively, the “Shareholders” and individually, a “Shareholder”) under this Agreement is referred to herein as the “Merger Consideration.” (b) Each Option shall be canceled terminated and cease to exist, and each holder no consideration shall be delivered in exchange therefor. (c) Each issued and outstanding share of a certificate theretofore representing any Company Preferred Shares or common stock of Merger Sub shall be converted into and become one fully paid and non-certificated Company Preferred Shares represented assessable share of common stock of the Surviving Corporation. (d) Notwithstanding anything in this Agreement to the contrary, any issued and outstanding Common Stock held by book-entry a Shareholder who objects to the Merger and complies with Chapter 13 of the CGCL (a “Dissenting Shareholder”) concerning the right of holders of Common Stock to dissent from the Merger and require appraisal of their Common Stock (“Dissenting Shares”) shall cease not be converted as described in Section 2.5(a) but shall become the right to have receive such consideration as may be determined to be due to such Dissenting Shareholder pursuant to Chapter 13 of the CGCL. If, after the Effective Time, any rights with respect theretoDissenting Shareholder withdraws its demand for appraisal or fails to perfect or otherwise loses its right of appraisal, except in any case pursuant to the CGCL, all of its Common Stock shall be deemed to be converted as of the Effective Time into the right to receive the Preferred Stock Consideration upon surrender consideration described in Section 2.5(a). The Company shall give Buyer (i) prompt written notice of any demands for appraisal received by the Company, and (ii) the opportunity to participate in all negotiations and proceedings with respect to any such certificates demands. The Company will not voluntarily make any payment with respect to any demands for appraisal and will not, except with Buyer’s prior written consent, settle or book-entry sharesoffer to settle any such demands. The Company will provide to the Shareholders all notices required by Chapter 13 of the CGCL concerning the rights of the Shareholders to exercise Dissenters’ Rights.

Effect on Capital Stock. At Subject to Section 1.6, at the Effective Time, by virtue of the Merger and without any further action on the part of ParentAcquiror, Merger Sub, Target, the Company Stockholders’ Committee or the holders of any of the following securitiessecurities identified below: (a) The limited liability company interests of Merger Sub issued and outstanding immediately prior to the Effective Time, all of which shall be held by Parent, shall remain outstanding as limited liability company interests of the Surviving Entity, all of which shall continue to be held by Parent. (b) Each each share of common stockCommon Stock and Series A Preferred Stock, par value $0.01 per share, of the Company (such shares, collectively, the “Company Common Stock”, and each, a “Company Common Share”) issued and outstanding immediately prior to the Effective Time (other than any shares of Company Common Stock to be canceled pursuant to Section 1.6(d)excluding Dissenting Shares) shall be converted into the right to receive (without interest) an amount of Parent Common Stock cash equal to the product of one Company Common Share multiplied by the Common Exchange Ratio (which Common Exchange Ratio is subject to adjustment as set forth in Section 1.8) (the “Common Stock Consideration” and together with the Preferred Stock Consideration, the “Merger Consideration”). (c) All Company Common Shares (other than Company Common Shares to be canceled pursuant to Section 1.6(d)) shall be canceled and shall cease to exist, and each holder of a certificate theretofore representing any Company Common Shares (each, a “Certificate”) or non-certificated Company Common Shares represented by book-entry (“Book-Entry Shares”) shall cease to have any rights with respect thereto, except the right to receive to: (i) the Common Stock Consideration upon surrender of such Certificates or Book-Entry Shares in accordance with Section 2.1(c), without interest (subject to any applicable withholding Tax specified in Section 2.2)Upfront Per Share Price; and plus (ii) any dividends and other distributions cash disbursements required to be made from the Escrow Fund with *Confidential Treatment Requested. Omitted portions filed with the Commission. respect to each such share to the Former Holders thereof in accordance with the terms of the Escrow Agreement, such amount initially equal to the Per Share Escrow Amount, as and when such disbursements are required to be made; plus (iii) any cash disbursements required to be made from the Committee Reimbursement Amount with respect to such share of Target Capital Stock to the Former Holders thereof pursuant to the terms hereof, plus (iv) a right to receive a portion of the Contingent Payments, if any, under Section 2.1(g).9; (db) Each Company Common Share each share of Target Capital Stock that is owned by Parent Target as treasury stock, or by Acquiror or Merger Sub, or owned by any direct or indirect Subsidiary of any such Person, in each case immediately prior to the Effective Time, shall automatically be canceled and retired and shall cease to exist as of the Effective Time exist, and no consideration shall be paid delivered in exchange therefor.; and (ec) Each each share of 6.125% Series C Cumulative Redeemable Preferred Stock, par value $0.01 per share, common stock of the Company (such shares, collectively, the “Company Preferred Stock”, and each, a “Company Preferred Share”, and the Company Preferred Shares collectively with the Company Common Shares, the “Company Shares”) Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into one share of common stock of the right Surviving Corporation. The amount of cash, if any, that each Former Holder of Target is entitled to receive for the Preferred shares of Target Capital Stock Consideration and held by such Former Holder and/or Target Options or Target Warrants held by such Former Holder (as provided in Section 1.14) shall be canceled rounded to the nearest cent (with $0.005 being rounded upward) and cease to existcomputed after aggregating the cash amounts payable for all shares of each class and series of Target Capital Stock, Target Options and each holder of a certificate theretofore representing any Company Preferred Shares or non-certificated Company Preferred Shares represented Target Warrants held by book-entry shall cease to have any rights with respect thereto, except the right to receive the Preferred Stock Consideration upon surrender of such certificates or book-entry sharesFormer Holder.

Effect on Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of ParentEcolab, Merger Sub, the Company Nalco or the holders of any of the following securities: (a) The limited liability company interests of Merger Sub issued and outstanding immediately prior to the Effective Time, all of which shall be held by Parent, shall remain outstanding as limited liability company interests of the Surviving Entity, all of which shall continue to be held by Parent. (b) Each share of common stock, par value $0.01 per share, of the Company (such shares, collectively, the “Company Nalco Common Stock”, and each, a “Company Common Share”) Stock issued and outstanding immediately prior to the Effective Time (other than any shares of Company Common Stock Excluded Shares and Dissenting Shares) will be converted into and will thereafter represent the right to be canceled receive the following consideration, as adjusted pursuant to Section 1.6(d)2.8 (in the aggregate for all shares of Nalco Common Stock, the "Merger Consideration"): (i) shall Each share of Nalco Common Stock with respect to which an election to receive cash has been made and not revoked or lost (each such share, together with any shares for which such an election is deemed to have been made under clause (iii) below, the "Cash Election Shares") will be converted into the right to receive $38.80 in cash, without interest (the "Cash Consideration"). (ii) Each share of Nalco Common Stock with respect to which an amount election to receive stock has been made and not revoked or lost (each such share, together with any shares for which such an election is deemed to have been made under clause (iii) below, the "Stock Election Shares") will be converted into the right to receive that portion of Parent a share of Ecolab Common Stock equal to the Exchange Ratio; provided that if after applying this calculation to all Stock Election Shares held by a particular holder, that holder would become entitled to receive a fraction of a share of Ecolab Common Stock, in lieu of receiving such fractional share, the holder will have the right to receive a cash payment equal to the product of one Company (A) such fraction and (B) the Closing Ecolab Stock Price (the "Stock Consideration"). (iii) With respect to each share of Nalco Common Share multiplied by Stock for which no election to receive cash or stock has been made (A) in the Common Exchange Ratio event the Base Ecolab Stock Price is greater than the Closing Ecolab Stock Price, the holder thereof will be deemed to have made an election to receive cash and such shares will constitute "Cash Election Shares," (which Common Exchange Ratio B) in the event the Base Ecolab Stock Price is subject less than the Closing Ecolab Stock Price, the holder thereof will be deemed to adjustment have made an election to receive stock and such shares will constitute "Stock Election Shares" and (C) in the event that the Base Ecolab Stock Price is equal to the Closing Ecolab Stock Price, such shares will be converted into the right to receive the Cash Consideration or Stock Consideration or a combination of both, as set forth provided in Section 1.82.8 (each share described in clause (C), a "No Election Share"). (b) (the “Each share of Nalco Common Stock Consideration” owned by Ecolab or the Nalco or their respective direct or indirect wholly owned subsidiaries ("Excluded Shares"), in each case immediately prior to the Effective Time, will be canceled without any conversion thereof, and together no Merger Consideration will be paid with the Preferred Stock Consideration, the “Merger Consideration”)respect thereto. (c) All Company Notwithstanding any provision of this Agreement to the contrary, if and to the extent required by the DGCL, shares of Nalco Common Stock which are issued and outstanding immediately prior to the Effective Time and which are held by holders of such shares of Nalco Common Stock who have properly exercised appraisal rights with respect thereto (the "Dissenting Shares") in accordance with Section 262 of the DGCL, will not be converted into the right to receive the Merger Consideration, and holders of such Dissenting Shares (other than Company Common will be entitled to receive in lieu of the Merger Consideration payment of the appraised value of such Dissenting Shares determined in accordance with the provisions of Section 262 of the DGCL unless and until such holders fail to perfect or effectively withdraw or otherwise lose their rights to appraisal and payment under the DGCL. If, after the Effective Time, any such holder fails to perfect or effectively withdraws or loses such right, such Dissenting Shares will thereupon be treated as if they had been converted into and to have become exchangeable for, at the Effective Time, the right to receive the Merger Consideration payable in respect of shares for which no election to receive cash or stock has been made, without any interest thereon. Notwithstanding anything to the contrary contained in this Section 2.7(c), if this Agreement is terminated prior to the Effective Time, then the right of any stockholder to be canceled paid the fair value of such stockholder's Dissenting Shares pursuant to Section 1.6(d262 of the DGCL will cease. Nalco will give Ecolab (i) prompt notice of any written demands received by the Nalco for appraisal of Dissenting Shares, withdrawals of such demands and any other instruments served pursuant to the DGCL which are received by the Nalco relating to such holder's rights of appraisal, and (ii) the opportunity to direct all negotiations and proceedings with respect to demands for appraisal under the DGCL. Nalco will not, except with the prior written consent of Ecolab, make any payment with respect to any demand for appraisal or offer to settle or settle any such demands, and Ecolab will not commit to make any such payment or enter into any such settlement prior to the Effective Time without the prior written consent of Nalco. (d) Each share of Merger Sub Common Stock issued and outstanding immediately prior to the Effective Time will remain issued and outstanding from and after the Effective Time as the common stock of the Surviving Corporation. (e) If after the date hereof and prior to the Effective Time, (i) Nalco pays a dividend in, splits, combines into a smaller number of shares, or issues by reclassification any shares of Nalco Common Stock (or undertakes any similar act) or (ii) Ecolab pays a dividend in, splits, combines into a smaller number of shares, or issues by reclassification any shares of Ecolab Common Stock (or undertakes any similar act), then the Merger Consideration, the Stock Consideration, the Cash Consideration, the Exchange Ratio and any other similarly dependent items, as the case may be, will be appropriately adjusted to provide to the holders of the Nalco Common Stock the same economic effect as contemplated by this Agreement prior to such action, and as so adjusted will, from and after the date of such event, be the Merger Consideration, the Stock Consideration, the Cash Consideration, the Exchange Ratio or other dependent item, as applicable, subject to further adjustment in accordance with this provision. (f) shall From and after the Effective Time, the Nalco Common Stock converted into the Merger Consideration pursuant to this Section 2.7 will no longer remain outstanding and will automatically be canceled cancelled and shall retired and will cease to exist, and each holder of a certificate theretofore previously representing any Company such Nalco Common Shares (each, a “Certificate”) Stock or shares of Nalco Common Stock that are in non-certificated Company Common Shares represented by book-entry form (“Book-Entry Shares”either case being referred to in this Agreement, to the extent applicable, as a "Certificate") shall will thereafter cease to have any rights with respect thereto, to such Nalco Common Stock except the right to receive (i) the Common Stock Consideration upon surrender of such Certificates or Book-Entry Shares in accordance with Section 2.1(c)Merger Consideration, without interest (subject to any applicable withholding Tax specified in Section 2.2); and (ii) any dividends and other distributions in accordance with Section 2.1(g3.1(g) and (iii) any dividends or other distributions as provided in Section 3.1(e). (dg) Each Company Common Share owned by Parent or Merger SubThis Agreement is intended to meet the requirements of Proposed Treasury Regulation Section 1.368-1(e)(2) in accordance and compliance with IRS Notice 2010-25, or owned by any direct or indirect Subsidiary of any such Person, in each case immediately prior to the Effective Time, shall automatically be canceled and retired and cease to exist as of the Effective Time and no consideration shall be paid in exchange therefor2010-14 I.R.B. 527. (e) Each share of 6.125% Series C Cumulative Redeemable Preferred Stock, par value $0.01 per share, of the Company (such shares, collectively, the “Company Preferred Stock”, and each, a “Company Preferred Share”, and the Company Preferred Shares collectively with the Company Common Shares, the “Company Shares”) issued and outstanding immediately prior to the Effective Time shall be converted into the right to receive the Preferred Stock Consideration and shall be canceled and cease to exist, and each holder of a certificate theretofore representing any Company Preferred Shares or non-certificated Company Preferred Shares represented by book-entry shall cease to have any rights with respect thereto, except the right to receive the Preferred Stock Consideration upon surrender of such certificates or book-entry shares.

Effect on Capital Stock. At As of the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company or the any holders of any of the following securities: (a) The limited liability company interests GPSI Shares or capital stock of Merger Sub Subsidiary: Subject to the other provisions of this Section 2.5, each issued and outstanding immediately prior to the Effective Time, all of which shall be held by Parent, shall remain outstanding as limited liability company interests of the Surviving Entity, all of which shall continue to be held by Parent. (b) Each share of common stock, par value $0.01 per share, of the Company (such shares, collectively, the “Company Common Stock”, and each, a “Company Common Share”) issued and outstanding immediately prior to the Effective Time (other than any shares of Company Common Stock to be canceled pursuant to Section 1.6(d)) GPSI Share shall be converted into the right to receive an amount receive, upon the surrender of the certificate formerly representing such share of either GPSI Common Stock or GPSI Preferred Stock, 2.42691 shares of Parent Common Series A Preferred Stock equal (the "Merger Consideration"); provided that, subject to Section 2.7, in no event shall more than 222,250 shares of Parent Series A Preferred Stock in the aggregate be issued to the product holders of one Company Common Share multiplied by the Common Exchange Ratio (which Common Exchange Ratio is subject GPSI Shares pursuant to adjustment as set forth in Section 1.8) (the “Common Stock Consideration” and together with the such exchange. No fractional shares of Parent Series A Preferred Stock Consideration, the “Merger Consideration”). (c) All Company Common Shares (other than Company Common Shares to be canceled pursuant to Section 1.6(d)) shall be canceled and shall cease to exist, and each issued in the Merger. A holder of a certificate theretofore representing any Company Common GPSI Shares (each, a “Certificate”) or non-certificated Company Common Shares represented by book-entry (“Book-Entry Shares”) shall cease to have any rights with respect thereto, except the right that would otherwise be entitled to receive a fractional share of Parent Series A Preferred Stock as a result of the Merger shall be entitled to receive for such fractional share either (i) the Common nothing, if such fractional share is less than 0.5 of a share of Parent Series A Preferred Stock Consideration upon surrender of such Certificates or Book-Entry Shares in accordance with Section 2.1(c), without interest (subject to any applicable withholding Tax specified in Section 2.2); and (ii) any dividends and other distributions in accordance with Section 2.1(g). (d) Each Company Common Share owned by one share of Parent Series A Preferred Stock if such fractional share is equal to 0.5 or Merger Sub, or owned by any direct or indirect Subsidiary greater of any such Person, in each case immediately prior to the Effective Time, shall automatically be canceled and retired and cease to exist as a share of Parent Series A Preferred Stock. The parties acknowledge that payment of the Effective Time above described fractional share consideration in lieu of issuing fractional shares was not separately bargained-for consideration but merely represents a mechanical rounding-off for purposes of simplifying the corporate and no consideration shall accounting complexities which would otherwise be paid in exchange therefor. (e) caused by the issuance of fractional shares. Each share of 6.125% Series C Cumulative Redeemable Preferred Stock, par value $0.01 per share, of the Company (such shares, collectively, the “Company Preferred Stock”, and each, a “Company Preferred Share”, and the Company Preferred Shares collectively with the Company Merger Subsidiary Common Shares, the “Company Shares”) Stock issued and outstanding immediately prior to the Effective Time shall remain issued and outstanding after the Effective Time and such shares of Merger Subsidiary Common Stock shall constitute all of the issued and outstanding shares of capital stock of the Surviving Corporation. Notwithstanding any provision contained in this Agreement to the contrary, GPSI Shares outstanding immediately prior to the Effective Time and held by a holder who has not voted in favor of the Merger or consented thereto in writing and who has demanded appraisal for such shares ("Dissenting Shares") in accordance with the DGCL (a "GPSI Dissenting Holder") shall not be converted into the a right to receive the Preferred Stock Consideration Merger Consideration, but shall, from and after the Effective Time, have only such rights as are afforded to the holders thereof by the provisions of Section 262 of the DGCL, unless such GPSI Dissenting Holder fails to perfect or withdraws or otherwise loses such GPSI Dissenting Holder’s right to appraisal. If, after the Effective Time, such GPSI Dissenting Holder fails to perfect or withdraws or loses such GPSI Dissenting Holder’s right to appraisal, such shares shall be canceled and cease to exist, and each holder treated as if they had been converted as of the Effective Time into a certificate theretofore representing any Company Preferred Shares or non-certificated Company Preferred Shares represented by book-entry shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration payable in respect of such shares pursuant to Section 2.5(a). GPSI shall give Parent prompt notice of any demands received by GPSI for appraisal of shares, withdrawals of such demands, and any other instruments served pursuant to the DGCL and received by GPSI. GPSI shall not, except with the prior written consent of Parent, negotiate or proceed with respect to any such demands for appraisal or make any payment with respect to any such demands, or offer to settle, or settle any such demands. Parent will provide all funds used to make any payment with respect to Dissenting Shares. Parent will not be entitled to reimbursement and will not be reimbursed by GPSI or Merger Subsidiary with respect thereto. Nothing in the preceding sentence shall prohibit the Surviving Corporation from paying dividends to Parent from post-Merger earnings. If Parent makes any cash payment with respect to Dissenting Shares held by GPSI Dissenting Holders pursuant to the DGCL (or as a settlement to a shareholder’s rights pursuant thereto), then the shares of Parent Series A Preferred Stock Consideration upon surrender of that would have been issuable to such certificates or book-entry sharesGPSI Dissenting Holders shall be retained by Parent.