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 indirectly 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 (without interest, subject to reduction for any applicable withholding Taxes payable in respect thereof and further subject to the provisions of this Article I): (i) Each share of Company Common Stock with respect to which an election to receive cash (a “Cash Election”) has been effectively made and not revoked pursuant to Section 1.8(a) (each, a “Cash Electing Company Share”) shall be converted into the right to receive $19.00 in cash (the “Per Share Cash Election Consideration”); provided, however, that if the product of the total number of Cash Electing Company Shares multiplied by the Per Share Cash Election Consideration (such product being the “Cash Election Amount”) exceeds $641,000,000.00 (the “Maximum Cash Amount”), then each Cash Electing Company Share shall be converted into a right to receive (A) an amount of cash (without interest) equal to the product (rounded down to the nearest two decimal places) of (I) the Per Share Cash Election Consideration and (II) a fraction, the numerator of which shall be the Maximum Cash Amount and the denominator of which shall be the Cash Election Amount (such fraction being the “Cash Fraction”) and (B) a number of validly issued, fully paid and non-assessable shares of Parent Common Stock equal to the product of (x) the Common Exchange Ratio and (y) one (1) minus the Cash Fraction. (ii) Each share of Company Common Stock with respect to which an election to receive stock consideration (a “Stock Election”) has been effectively made and not revoked pursuant to Section 1.8(a) (each, a “Stock Electing Company Share”) and each Non-Electing Company Share (as defined herein) shall be converted into 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 1.9) (the “Stock Election Consideration”); provided, however, that if the Maximum Cash Amount exceeds the Cash Election Amount, then each Stock Electing Company Share and each Non-Electing Company Share shall be converted into the right to receive (A) an amount of cash (without interest) equal to the amount (rounded down to the nearest two decimal places) of such excess divided by the sum of the number of Stock Electing Company Shares and the number of Non-Electing Company Shares and (B) a number of validly issued, fully paid and non-assessable shares of Parent Common Stock equal to the product of (I) the Common Exchange Ratio and (II) a fraction, the numerator of which shall be the Per Share Cash Election Consideration minus the amount calculated in clause (A) of this paragraph and the denominator of which shall be the Per Share Cash Election Consideration. (iii) The shares of Parent Common Stock to be issued and/or cash payable upon the conversion of a share of Company Common Stock pursuant to this Section 1.6(b) are referred to collectively as 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 as a result of the Merger and without any action on the part of Parent, Merger Sub, the Company or the holders holder of any capital stock of the following securitiesCompany: (a) The limited liability company interests of Common Stock 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 indirectly by ParentConsideration. (bi) Each share of common stockCommon Stock, par value $0.01 1.00 per share, of the Company (such sharesa "Common Share" or, collectively, the “Company "Common Stock”, and each, a “Company Common Share”Shares") issued and outstanding immediately prior to the Effective Time (other than Common Shares owned by Parent, Merger Subsidiary or any shares other direct or indirect subsidiary of Parent (collectively, the "Parent Companies") or Common Shares that are owned by the Company or any direct or indirect subsidiary of the Company and in each case not held on behalf of third parties (collectively, "Excluded Common Stock to be canceled pursuant to Section 1.6(dShares")) shall be converted into the right to receive (without interestinto, subject to reduction for any applicable withholding Taxes payable in respect thereof and further subject to the provisions of this Article I): (i) Each share of Company Common Stock with respect to which an election to receive cash (a “Cash Election”) has been effectively made and not revoked pursuant to Section 1.8(a) (each, a “Cash Electing Company Share”) shall be converted into the right to receive $19.00 in cash (the “Per Share Cash Election Consideration”); provided, howeverbecome exchangeable for, that if the product of the total number of Cash Electing Company Shares multiplied by the Per Share Cash Election Consideration (such product being the “Cash Election Amount”) exceeds $641,000,000.00 (the “Maximum Cash Amount”), then each Cash Electing Company Share shall be converted into a right to receive (A) an amount of cash (without interest) equal to the product (rounded down to the nearest two decimal places) of (I) the Per Share Cash Election Consideration and (II) a fraction, the numerator of which shall be the Maximum Cash Amount and the denominator of which shall be the Cash Election Amount (such fraction being the “Cash Fraction”) and (B) a number of validly issued, fully paid and non-assessable shares of Common Stock, par value $0.01 per share, of Parent ("Parent Common Stock equal to the product of (x) the Common Exchange Ratio and (y) one (1) minus the Cash Fraction. (ii) Each share of Company Common Stock with respect to which an election to receive stock consideration (a “Stock Election”) has been effectively made and not revoked pursuant to Section 1.8(a) (each, a “Stock Electing Company Share”) and each Non-Electing Company Share (as defined herein) shall be converted into 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 1.9) (the “Stock Election Consideration”); provided, however, that if the Maximum Cash Amount exceeds the Cash Election Amount, then each Stock Electing Company Share and each Non-Electing Company Share shall be converted into the right to receive (A) an amount of cash (without interestStock") equal to the amount (rounded down to the nearest two decimal places"Exchange Ratio") of such excess divided derived by dividing $67.00 by the sum average of the number of Stock Electing Company Shares and the number of Non-Electing Company Shares and (B) a number of validly issued, fully paid and non-assessable shares closing prices per share of Parent Common Stock equal as reported on the NYSE composite transactions reporting system (as reported in the New York City edition of the Wall Street Journal) for the ten trading days ending on the third trading day prior to the product date of the consummation of the Merger (I) the Common Exchange Ratio and (II) a fraction, the numerator of which shall be the Per Share Cash Election Consideration minus the amount calculated in clause (A) of this paragraph and the denominator of which shall be the Per Share Cash Election Consideration. (iii) The shares of Parent "Common Stock to be issued and/or cash payable upon the conversion of a share of Company Common Stock pursuant to this Section 1.6(b) are referred to collectively as 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"). (db) Preferred Stock Merger Consideration. Each share of $3.125 Series B Convertible Preferred Stock, no par value, of the Company (a "Preferred Share" or, collectively, the "Preferred Shares" and, together with the Common Share owned by Parent or Merger SubShares, or owned by any direct or indirect Subsidiary of any such Person, in each case the "Shares") issued and outstanding immediately prior to the Effective Time, shall automatically be canceled and retired and cease to exist as Time (other than Preferred Shares owned by Parent Companies or Preferred Shares that are owned by the Company or any direct or indirect subsidiary of the Effective Time Company and no consideration in each case not held on behalf of third parties (collectively, "Excluded Preferred Shares" and, together with the Excluded Common Shares, the "Excluded Shares") shall be paid in exchange therefor. converted into, and become exchangeable for one share (e) Each share the "Preferred Stock Merger Consideration," and, together with the Common Stock Merger Consideration, the "Merger Consideration"), of 6.125% Series C Cumulative Redeemable A Preferred Stock, par value $0.01 per share, of the Company Parent (such shares, collectively, the “Company "Parent Preferred Stock”, and each, a “Company Preferred Share”, and ") which shall contain terms substantially similar to the Company terms of the Preferred Shares collectively with (after making the Company Common Shares, the “Company Shares”) issued and outstanding immediately prior conversion adjustments required to be made for a Non-Stock Fundamental Change pursuant to the Effective Time shall be converted into Company's Third Amended and Restated Articles of Incorporation as a result of the right to receive the Preferred Stock Consideration Merger) 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 sharesconvertible into Parent Common Stock.

Effect on Capital Stock. At Subject to the terms and conditions of this Agreement, at the Effective Time, by virtue of the First Step 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 Company, the following securitiesshall occur: (a) The limited liability company interests Company Common Stock. Each share of Merger Sub the common stock, par value $0.001 per share, of the Company (“Company Common Stock”) 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 indirectly 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 , will be canceled and extinguished and automatically converted into the right to receive receive, at the election of the holder thereof (without interestwith respect to each holder, an “Election”), but subject to reduction for any applicable withholding Taxes payable in respect thereof Sections 1.6(b), 1.6(c), 1.6(g), 1.7 and further subject to the provisions of this Article I): 1.8(g), either: (i) Each share of Company Common Stock with respect to which an election to receive cash (a “Cash Election”) has been effectively made and not revoked pursuant subject to Section 1.8(a) (each1.6(f), a “Cash Electing Company Share”) shall be converted into the right to receive $19.00 in cash 0.3450 (the “Per Share Cash Election Exchange Ratio”) of an ordinary share, no par value, of Parent (“Parent Ordinary Shares,” and such fraction of a Parent Ordinary Share, “Stock Consideration”); provided, however, that if the product of the total number of Cash Electing Company Shares multiplied by the Per Share Cash Election Consideration (such product being the “Cash Election Amount”) exceeds $641,000,000.00 (the “Maximum Cash Amount”), then each Cash Electing Company Share shall be converted into a right to receive (A) an amount of cash (without interest) equal to the product (rounded down to the nearest two decimal places) of (I) the Per Share Cash Election Consideration and (II) a fraction, the numerator of which shall be the Maximum Cash Amount and the denominator of which shall be the Cash Election Amount (such fraction being the “Cash Fraction”) and (B) a number of validly issued, fully paid and non-assessable shares of Parent Common Stock equal to the product of (x) the Common Exchange Ratio and (y) one (1) minus the Cash Fraction. or (ii) Each share of Company Common Stock with respect to which an election to receive stock consideration $3.89 in cash, without interest (a “Stock Election”) has been effectively made and not revoked pursuant to Section 1.8(a) (each, a “Stock Electing Company Share”) and each Non-Electing Company Share (as defined herein) shall be converted into 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 1.9) (the “Stock Election Cash Consideration”); provided, however, that if the Maximum Cash Amount exceeds the Cash Election Amount, then each Stock Electing Company Share and each Non-Electing Company Share shall be converted into the right to receive (A) an amount of cash (without interest) equal to the amount (rounded down to the nearest two decimal places) of such excess divided by the sum of the number of Stock Electing Company Shares and the number of Non-Electing Company Shares and (B) a number of validly issued, fully paid and non-assessable shares of Parent Common Stock equal to the product of (I) the Common Exchange Ratio and (II) a fraction, the numerator of which shall be the Per Share Cash Election Consideration minus the amount calculated in clause (A) of this paragraph and the denominator of which shall be the Per Share Cash Election Consideration. (iii) The shares of Parent Common Stock to be issued and/or cash payable upon the conversion of a share of Company Common Stock pursuant to this Section 1.6(b) are referred to collectively as 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 ; provided that (i) in no event shall the maximum number of shares of Company Common Stock to be converted into Stock Consideration upon surrender (the “Stock Conversion Number”) exceed the product 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 (iix) any dividends and other distributions in accordance with Section 2.1(g). (d) Each the number of shares of 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”) Stock issued and outstanding immediately prior to the Effective Time and (y) 0.70 and (ii) in no event shall the maximum number of shares of Company Common Stock to be converted into Cash Consideration (the right “Cash Conversion Number”) exceed the product of (x) the number of shares of Company Common Stock issued and outstanding immediately prior to receive the Preferred Effective Time and (y) 0.50; and provided further that subject to Section 1.7, each holder’s Election shall be for either (i) Cash Consideration (a “Cash Election”) for all of the shares of Company Common Stock (“Cash Election Shares”) held by such holder or (ii) Stock Consideration and (a “Stock Election”) for all of the shares of Company Common Stock (“Stock Election Shares”) held by such holder. Any Company Common Stock or Exchangeable Shares for which an Election is not timely made as provided in Section 1.8(c) below shall be canceled and cease to exist, and each holder of a certificate theretofore representing any Company Preferred Shares or nondeemed “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 sharesElection Shares.”

Effect on Capital Stock. (a) At the Effective Time, subject to the provisions of this Article II, each share of common stock of the Company, having no par value (“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 2.1(e)), shall, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company or any equity holder thereof, be converted into and shall thereafter represent the holders of any of right to receive the following securities:consideration (collectively, the “Merger 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 indirectly by Parent. (bi) Each share of common stock, par value $0.01 per share, of the Company (such shares, collectively, the “Company Common StockStock with respect to which an election to receive, subject to adjustment in accordance with Section 2.1(g), a combination of stock and cash (a “Mixed Election”, ) has been effectively made and not revoked pursuant to Section 2.2 (each, a “Company Common Mixed Consideration Electing Share”) issued and outstanding immediately prior to the Effective Time (other than any shares of each Non-Electing Company Common Stock to be canceled pursuant to Section 1.6(d)) Share shall be converted into the right to receive (which consideration combination shall hereinafter be referred to as the “Mixed Consideration”) (A) $12.75 per share in cash without interestinterest (the “Per Share Cash Consideration”) and (B) a fraction of a validly issued, subject to reduction for any applicable withholding Taxes payable fully paid in respect thereof and further subject nonassessable Parent Share (the “Mixed Election Per Share Equity Consideration”) equal to the provisions quotient determined by dividing $29.75 by the Parent Share Value (as may be adjusted pursuant to the proviso in this sentence) and rounding to the nearest ten-thousandth of this Article I):a share; provided, that if the Parent Share Value is equal to or greater than $40.29, the Parent Share Value shall be $40.29 and if the Parent Share Value is equal to or less than $32.97, then the Parent Share Value shall be $32.97 (such Parent Share Value, as adjusted, the “Adjusted Parent Share Value”); (iii) Each share of Company Common Stock with respect to which an election to receive cash (a “Cash Election”) has been effectively made and not revoked pursuant to Section 1.8(a) 2.2 (each, a “Cash Electing Company Share”) shall be converted converted, subject to Section 2.1(b), and Section 2.1(g), into the right to receive $19.00 42.50 in cash without interest (the “Per Share Cash Election Consideration”); provided, however, that if the product of the total number of Cash Electing Company Shares multiplied by the Per Share Cash Election Consideration (such product being the “Cash Election Amount”) exceeds $641,000,000.00 (the “Maximum Cash Amount”), then each Cash Electing Company Share shall be converted into a right to receive (A) an amount of cash (without interest) equal to the product (rounded down to the nearest two decimal places) of (I) the Per Share Cash Election Consideration and (II) a fraction, the numerator of which shall be the Maximum Cash Amount and the denominator of which shall be the Cash Election Amount (such fraction being the “Cash Fraction”) and (B) a number of validly issued, fully paid and non-assessable shares of Parent Common Stock equal to the product of (x) the Common Exchange Ratio and (y) one (1) minus the Cash Fraction.and (iiiii) Each share of Company Common Stock with respect to which an election to receive stock consideration (a “Stock Election”) has been effectively is properly made and not revoked pursuant to Section 1.8(a) 2.2 (each, a “Stock Electing Company Share”) and each Non-Electing Company Share (as defined herein) shall be converted (subject to Section 2.1(g)), into an amount the right to receive a number of validly issued, fully paid in and nonassessable Parent Common Shares (together with any cash in lieu of fractional Parent Shares to be paid pursuant to Section 2.3, the “Stock Consideration”) equal to, rounded to the nearest ten-thousandth of a share, the quotient determined by dividing $42.50 by either (A) the Parent Share Value, or (B) the Adjusted Parent Share Value (as calculated in Section 2.1(a)(i)) if and only if the Parent Share Value is (1) equal to or greater than $40.29 or (2) equal to or less than $32.97. (b) Notwithstanding the foregoing, if (A) (1) the product of one the number of Cash Electing Company Common Share Shares multiplied by the Common Exchange Ratio Per Share Cash Election Consideration (which Common Exchange Ratio is subject to adjustment as set forth in Section 1.9) (such amount, the “Stock Election Consideration”); provided, however, that if the Maximum Cash Amount exceeds the Cash Election Amount”) plus (2) the product of the number of Mixed Consideration Electing Shares multiplied by the Per Share Cash Consideration (clause (1) and (2) together, the “Aggregate Elected Cash Consideration”) exceeds (B) the Available Cash Amount (such amount by which (A) exceeds (B), the “Cash Oversubscription Amount”), then each Stock Electing Company Share and each Non-Cash Electing Company Share shall be converted into the a right to receive (A1) an amount of cash (without interest) equal to (a) the amount (rounded down to Cash Election Amount less the nearest two decimal places) of such excess Cash Oversubscription Amount, divided by the sum of (b) the number of Stock Cash Electing Company Shares and (such amount, the number of Non-Electing Company Shares “Adjusted Per Share Cash Election Amount”) and (B2) a number of validly issued, fully paid in and nonnonassessable Parent Shares, rounding to the nearest ten-assessable shares thousandth of Parent Common Stock a share, equal to the product of (Ia) the Common Exchange Ratio and (II) a fraction, the numerator of which shall be the Per Share Cash Election Consideration minus the amount calculated in clause (A) of this paragraph and the denominator of which shall be the Per Share Cash Election Consideration, less the Adjusted Per Share Cash Election Amount, divided by (b) (i) the Parent Share Value or (ii) the Adjusted Parent Share Value (as calculated in Section 2.1(a)(i)) if and only if the Parent Share Value is (1) equal to or greater than $40.29 or (2) equal to or less than $32.97. (iiic) The shares Notwithstanding the definition of Available Cash Amount, in the event there is a Cash Oversubscription Amount as calculated pursuant to Section 2.1(b), Parent Common Stock shall have the option, in its sole discretion, to increase the amount of the Available Cash Amount to any amount up to and including the amount of the Aggregate Elected Cash Consideration; provided, that Parent may not increase the Available Cash Amount to an amount that, in the opinion of counsel to Parent or counsel to the Company, would cause either of such counsel to be issued and/or cash payable upon unable to render its opinion described in Section 7.2(c) and Section 7.3(c), respectively, and nothing in this Section 2.1(c) shall affect the conversion of consideration with respect to a Stock Electing Company Share. (d) [Reserved.] (e) From and after the Effective Time, each share of Company Common Stock held by Parent, Merger Sub or any other Subsidiary of Parent or the Company immediately prior to the Effective Time (collectively, the “Cancelled Shares”) shall automatically (i) cease to be outstanding, (ii) be canceled and retired without payment of any consideration therefor, and (iii) cease to exist. (f) All shares of Company Common Stock outstanding at the Effective Time and converted into Merger Consideration pursuant to this Section 1.6(b) are referred to collectively as the “Common Stock Consideration” and together with the Preferred Stock Consideration2.1 (collectively, the “Merger ConsiderationShares”. (c) All Company Common Shares (other than Company Common Shares to ), shall no longer be canceled pursuant to Section 1.6(d)) outstanding and shall automatically be canceled and shall cease to existexist as of the Effective Time, and each holder of a certificate theretofore previously representing any Company Common such Shares (each, a “Certificate”) or and non-certificated Company Common Shares represented by book-a book entry (the “Book-Entry Shares”) shall cease to have any rights with respect thereto, except thereafter represent the right to receive receive, with respect to each underlying Share, (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)2.1, 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)2.4(g) and (iii) any cash to be paid in lieu of any fractional Parent Share in accordance with Section 2.3. (dg) Each Company Common Share owned by Parent or Merger Sub, or owned by If at any direct or indirect Subsidiary time during the period between the date of any such Person, in each case immediately prior to this Agreement and the Effective Time, shall automatically be canceled and retired and cease to exist as any change in the outstanding capital stock of Parent or the outstanding common stock of the Effective Time Company shall occur by reason of any reclassification, recapitalization, stock split (including a reverse stock split) or combination, exchange, merger, consolidation or readjustment of shares, or any stock dividend or stock distribution thereon with a record date during such period, or any similar transaction or event, the Merger Consideration, the exchange ratios and no consideration any other similarly dependent items described herein, as the case may be, shall be paid appropriately adjusted to provide the holders of Company Common Stock the same economic effect as contemplated by this Agreement prior to such event, and as so adjusted shall, from and after the date of such event, be the Merger Consideration, the applicable exchange ratio or other dependent item, as applicable, subject to further adjustment in exchange thereforaccordance with this sentence. (eh) Each At the Effective Time, 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”) Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into the right to receive the Preferred Stock Consideration remain outstanding and shall be canceled and cease to exist, and each holder constitute the 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 Entity.

Effect on Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of Parentthe Company, Merger Sub, the Company Sub or the holders of any securities of the following securitiesCompany or Merger Sub: (a) The limited liability company interests of Merger Sub Subject to Sections 3.1(b) and 3.1(d), 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 indirectly by Parent. (b) Each share of common stock, without par value $0.01 per sharevalue, 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 (each such share, a “Share”), other than any shares of Company Common Stock to be canceled pursuant to Section 1.6(d)) Cancelled Shares, shall thereupon be converted automatically into and shall thereafter represent the right to receive (without interest, subject to reduction for any applicable withholding Taxes payable in respect thereof and further subject to the provisions of this Article I): (i) Each share of Company Common Stock with respect to which an election to receive cash (a “Cash Election”) has been effectively made and not revoked pursuant to Section 1.8(a) (each, a “Cash Electing Company Share”) shall be converted into the right to receive $19.00 in cash 0.9300 (the “Per Share Cash Election Consideration”); provided, however, that if the product of the total number of Cash Electing Company Shares multiplied by the Per Share Cash Election Consideration (such product being the “Cash Election AmountExchange Ratio”) exceeds $641,000,000.00 fully paid and nonassessable shares of common stock, without par value (the “Maximum Cash AmountParent Common Stock”), then each Cash Electing Company Share shall be converted into a right to receive (A) an amount of cash (without interest) equal to the product (rounded down to the nearest two decimal places) of (I) the Per Share Cash Election Consideration and (II) a fraction, the numerator of which shall be the Maximum Cash Amount and the denominator of which shall be the Cash Election Amount (such fraction being the “Cash Fraction”) and (B) a number of validly issued, fully paid and non-assessable shares of Parent Common Stock equal to the product of (x) the Common Exchange Ratio and (y) one (1) minus the Cash Fraction. (ii) Each share of Company Common Stock with respect to which an election to receive stock consideration (a “Stock Election”) has been effectively made and not revoked pursuant to Section 1.8(a) (each, a “Stock Electing Company Share”) and each Non-Electing Company Share (as defined herein) shall be converted into 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 1.9) (the “Stock Election Consideration”); provided, however, that if the Maximum Cash Amount exceeds the Cash Election Amount, then each Stock Electing Company Share and each Non-Electing Company Share shall be converted into the right to receive (A) an amount of cash (without interest) equal to the amount (rounded down to the nearest two decimal places) of such excess divided by the sum of the number of Stock Electing Company Shares and the number of Non-Electing Company Shares and (B) a number of validly issued, fully paid and non-assessable shares of Parent Common Stock equal to the product of (I) the Common Exchange Ratio and (II) a fraction, the numerator of which shall be the Per Share Cash Election Consideration minus the amount calculated in clause (A) of this paragraph and the denominator of which shall be the Per Share Cash Election Consideration. (iii) The shares of Parent Common Stock to be issued and/or cash payable upon the conversion of a share of Company Common Stock pursuant to this Section 1.6(b) are referred to collectively as 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. As a result of the Merger, 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 at 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 payable in respect of such Shares which are issued and outstanding immediately prior to the Effective Time, any cash in lieu of fractional shares of Parent Common Stock Consideration payable pursuant to Section 3.1(d) and any dividends or other distributions payable pursuant to Section 3.4(c), all to be issued or paid, without interest, in consideration therefor upon the surrender of such Shares in accordance with Section 3.4(b). (b) Each Share that is owned by Parent, Merger Sub or the Company (or any wholly-owned Subsidiary of Parent or the Company) immediately prior to the Effective Time (the “Cancelled Shares”) shall, by virtue of the Merger and without any action on the part of the holder thereof, be cancelled and retired and shall cease to exist, and no consideration shall be delivered in exchange for such cancellation and retirement. (c) 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 shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation and shall constitute the only outstanding shares of capital stock of the Surviving Corporation. From and after the Effective Time, all certificates representing the common stock of Merger Sub shall be deemed for all purposes to represent the number of shares of common stock of the Surviving Corporation into which they were converted in accordance with the immediately preceding sentence. (d) No certificates or book-entry scrip representing fractional shares of Parent Common Stock shall be issued upon the conversion of Shares pursuant to Section 3.1, and such fractional share interests shall not entitle the owner thereof to vote or to any rights of a holder of Parent Common Stock. For purposes of this Section 3.1(d), all fractional shares to which a single record holder would be entitled shall be aggregated and calculations shall be rounded to three decimal places. In lieu of any such fractional shares, each holder of Shares who would otherwise be entitled to such fractional shares shall be entitled to an amount in cash, without interest, rounded down to the nearest cent, equal to the product of (i) the amount of the fractional share interest in a share of Parent Common Stock to which such holder is entitled under Section 3.1 (or would be entitled but for this Section 3.1(d)) and (ii) an amount equal to the average of the closing sale prices of Parent Common Stock on the New York Stock Exchange or successor to the New York Stock Exchange (the “NYSE”) as reported in the Wall Street Journal for each of the ten (10) consecutive trading days ending with the second complete trading day prior to the Closing Date (not counting the Closing Date). (e) If at any time during the period between the date of this Agreement and the Effective Time, any change in the outstanding shares of capital stock of the Company or Parent shall occur as a result of any reclassification, stock split (including a reverse stock split) or combination, exchange or readjustment of shares, or any stock dividend or stock distribution with a record date during such period, the Exchange Ratio, the Merger Consideration and any other similarly dependent items shall be equitably adjusted; provided, however, that nothing in this Section 3.1(e) shall be deemed to permit or authorize any party hereto to effect any such change that it is not otherwise authorized or permitted to undertake pursuant to this Agreement.

Effect on Capital Stock. At the Effective Time, the Merger shall have the following effects on the capital stock of the Company and Newco, without any action on the part of the holder of any capital stock of the Company or Newco: (a) Conversion of the Company Shares. Subject to the provisions of this Section 2.1 and Section 2.3, each share of common stock, $0.01 par value, of the Company (each a "Company Share" and collectively the "Company Shares") issued and outstanding immediately prior to the Effective Time (but not including any Dissenting Shares (as defined below) and any Company Shares that are owned by (i) Parent, Newco or any other direct or indirect Subsidiary of Parent or (ii) by the Company (the "Excluded Company Shares")) 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 indirectly 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 (without interest, subject to reduction for any applicable withholding Taxes payable in respect thereof and further subject to the provisions of this Article I): (i) Each share of Company Common Stock with respect to which an election to receive cash (a “Cash Election”) has been effectively made and not revoked pursuant to Section 1.8(a) (each, a “Cash Electing Company Share”) shall be converted into the right to receive $19.00 20.00 in cash (the “Per "Cash Consideration"), (ii) 0.3226 (the "Exchange Ratio") of a Parent Common Share (the "Share Consideration" and, together with the Cash Election Consideration”, the "Merger Consideration") and (iii); provided, howeverin the event the Effective Time does not occur on or before the record date for the regular quarterly dividend on Parent Common Shares payable in December 2001 (the "December 2001 Dividend") and/or March 2002 (the "March 2002 Dividend"), that if as the product case may be, and such failure was not the result of the total number of Cash Electing Company Shares multiplied a failure by the Per Share Cash Election Consideration (such product being the “Cash Election Amount”) exceeds $641,000,000.00 (the “Maximum Cash Amount”)Company to perform or observe in any material respect any of its obligations under this Agreement, then each Cash Electing Company Share shall be converted into a right to receive (A) an amount of in cash (without interest) equal to the product (rounded down to December 2001 Dividend and/or the nearest two decimal places) March 2002 Dividend, as the case may be, payable in respect of (I) the Per Share Cash Election Consideration and (II) a fraction, the numerator of which shall be the Maximum Cash Amount and the denominator of which shall be the Cash Election Amount (such fraction being the “Cash Fraction”) and (B) a number of validly issued, fully paid and non-assessable shares of Parent Common Stock equal to the product of (x) the Common Exchange Ratio and (y) one (1) minus the Cash Fraction. (ii) Each share of Company Common Stock with respect to which an election to receive stock consideration (a “Stock Election”) has been effectively made and not revoked pursuant to Section 1.8(a) (each, a “Stock Electing Company Share”) and each Non-Electing Company Share (as defined herein) shall be converted into 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 1.9) (the “Stock Election Consideration”); provided, however, that if the Maximum Cash Amount exceeds sum shall be part of the Cash Election Amount, then each Stock Electing Company Share and each Non-Electing Company Share shall be converted into the right to receive (A) an amount of cash (without interest) equal to the amount (rounded down to the nearest two decimal places) of such excess divided by the sum of the number of Stock Electing Company Shares and the number of Non-Electing Company Shares and (B) a number of validly issued, fully paid and non-assessable shares of Consideration). "Parent Common Stock equal to Share" shall mean the product of (I) the Common Exchange Ratio and (II) a fractioncommon shares, the numerator of which shall be the Per Share Cash Election Consideration minus the amount calculated in clause (A) of this paragraph and the denominator of which shall be the Per Share Cash Election Consideration. (iii) The shares of Parent Common Stock to be issued and/or cash payable upon the conversion of a share of Company Common Stock pursuant to this Section 1.6(b) are referred to collectively as 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 sharevalue, 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 sharesParent.

Effect on Capital Stock. At the Effective Time, automatically by virtue of the Merger and without any further action on the part of ParentSummit, Merger Sub, the Company PSB or the holders of any holder 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 indirectly by Parent. (b) Each share of common stock, par value $0.01 2.50 per share, of the Company Summit (such shares, collectively, the “Company Summit 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 (without interest, subject to reduction for any applicable withholding Taxes payable in respect thereof and further subject to the provisions of this Article I): (i) Each share of Company Common Stock with respect to which an election to receive cash (a “Cash Election”) has been effectively made and not revoked pursuant to Section 1.8(a) (each, a “Cash Electing Company Share”) shall be converted into the right to receive $19.00 in cash (the “Per Share Cash Election Consideration”); provided, however, that if the product of the total number of Cash Electing Company Shares multiplied by the Per Share Cash Election Consideration (such product being the “Cash Election Amount”) exceeds $641,000,000.00 (the “Maximum Cash Amount”), then each Cash Electing Company Share shall be converted into a right to receive (A) an amount of cash (without interest) equal to the product (rounded down to the nearest two decimal places) of (I) the Per Share Cash Election Consideration and (II) a fraction, the numerator of which shall be the Maximum Cash Amount and the denominator of which shall be the Cash Election Amount (such fraction being the “Cash Fraction”) and (B) a number of validly issued, fully paid and non-assessable shares of Parent Common Stock equal to the product of (x) the Common Exchange Ratio and (y) one (1) minus the Cash Fraction. (ii) Each share of Company Common Stock with respect to which an election to receive stock consideration (a “Stock Election”) has been effectively made and not revoked pursuant to Section 1.8(a) (each, a “Stock Electing Company Share”) and each Non-Electing Company Share (as defined herein) shall be converted into 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 1.9) (the “Stock Election Consideration”); provided, however, that if the Maximum Cash Amount exceeds the Cash Election Amount, then each Stock Electing Company Share and each Non-Electing Company Share shall be converted into the right to receive (A) an amount of cash (without interest) equal to the amount (rounded down to the nearest two decimal places) of such excess divided by the sum of the number of Stock Electing Company Shares and the number of Non-Electing Company Shares and (B) a number of validly issued, fully paid and non-assessable shares of Parent Common Stock equal to the product of (I) the Common Exchange Ratio and (II) a fraction, the numerator of which shall be the Per Share Cash Election Consideration minus the amount calculated in clause (A) of this paragraph and the denominator of which shall be the Per Share Cash Election Consideration. (iii) The shares of Parent Common Stock to be issued and/or cash payable upon the conversion of a share of Company Common Stock pursuant to this Section 1.6(b) are referred to collectively as 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 continue to be one validly issued, fully paid and nonassessable share of common stock, par value $2.50 per share, of Summit. (b) Subject to the other provisions of this Article II, each share of common stock, par value $10.00 per share, of PSB (“PSB Common Stock”) (other than each Dissenting Share, as defined below in Section 2.7) that is issued and outstanding immediately prior to the Effective Time shall cease to be outstanding and will be converted into and become the right to receive 1.2347 shares (the Preferred “Exchange Ratio”) of Summit Common Stock Consideration and (the “Merger Consideration”); and (c) As of the Effective Time, each outstanding option to purchase a share or shares of PSB Common Stock (each, a “PSB Option”) shall be canceled (i) entitled to receive cash in an amount equal to the product obtained by multiplying (1) the difference between (a) $35.00 and cease (b) the exercise price (rounded to existthe nearest cent) for each outstanding PSB Option by (2) the number of shares of PSB Common Stock subject to such PSB Stock Option. As of the Effective Time, and each holder of a certificate theretofore representing any Company Preferred Shares or non-certificated Company Preferred Shares represented by book-entry PSB Option shall cease to have any rights with respect thereto, except the right to receive the Preferred cash consideration specified in this Section 2.1(c), without interest. (d) Notwithstanding any other provision of this Agreement, no fractional shares of Summit Common Stock shall be issued in the Merger and, in lieu thereof, holders of shares of PSB Common Stock who would otherwise be entitled to a fractional share interest (after taking into account all shares of PSB Common Stock held by such holder) shall be paid an amount in cash (without interest) equal to the product of such fractional share interest and the Final Summit Price. No such holder shall be entitled to dividends, voting rights or any other rights in respect of any fractional share. (e) If, between the date hereof and the Effective Time, the outstanding shares of Summit 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 (a “Share Adjustment”), then the Exchange Ratio shall be appropriately and proportionately adjusted so that the shareholders of PSB Common Stock shall be entitled to receive the Merger Consideration in such proportion as they would have received pursuant to such Share Adjustment had the record date therefor been immediately following the Effective Time. (f) As of the Effective Time, all shares of PSB Common Stock converted into the Merger Consideration pursuant to this Section 2.1 shall no longer be outstanding and shall automatically be canceled and retired, and all rights with respect thereto shall cease to exist, and each holder of PSB Common Stock shall cease to have any rights thereto, except the right to receive, upon surrender of such the holder’s certificates representing shares of PSB Common Stock (“Certificates”) or bookany non-entry certificated shares of PSB Common Stock (“Book Entry Shares”) in accordance with Section 2.2 hereof, his, her or its pro rata share of the Merger Consideration pursuant to this Section 2.1. (g) At the Effective Time, the stock transfer books of PSB shall be closed, and no transfer of PSB Common Stock theretofor outstanding shall thereafter be made. (h) Any shares of PSB Common Stock that are owned by PSB (including treasury shares) or Summit (other than shares held in a fiduciary capacity or shares held in satisfaction of a debt previously contracted) shall automatically be canceled and retired and all rights with respect thereto shall cease to exist, and no consideration shall be delivered in exchange therefor.

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 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 indirectly by Parent. (b) Each each share of common stock, par value $0.01 per share, of the Company (such shares, collectively, the “Company CBOT Holdings Class A Common Stock”, and each, a “Company Common Share”) Stock issued and outstanding immediately prior to the Effective Time (other than any shares of Company CBOT Holdings Class A Common Stock owned by CME Holdings or CBOT Holdings or any of their respective wholly-owned subsidiaries), together with the CBOT Holdings Rights attached thereto or associated therewith, 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 be canceled receive the following consideration (collectively, the “Merger Consideration”): (i) Each share of CBOT Holdings Class A Common Stock with respect to which an election to receive Stock Consideration is properly made and not revoked or lost pursuant to Section 1.6(d)) 2.1 and each No Election Share shall be converted into the right to receive .3006 shares (without interestthe “Exchange Ratio”) of CME Holdings Class A Common Stock, together with the CME Holdings Rights attached thereto or associated therewith and subject to reduction for any applicable withholding Taxes payable adjustment in respect thereof and further subject to accordance with Section 1.9(c) (the provisions of this Article I):“Stock Consideration”); and (iii) Each share of Company CBOT Holdings Class A Common Stock with respect to which an election to receive cash (a “Cash Election”) has been effectively properly made and not revoked or lost pursuant to Section 1.8(a) 2.1 (each, a “Cash Electing Company Share”) shall be converted (provided that the Available Cash Amount equals or exceeds the Actual Cash Amount) into the right to receive $19.00 an amount in cash cash, without interest, equal to the product determined by multiplying the Exchange Ratio by the Average CME Holdings Stock Price (the “Per Share Cash Election Consideration”); providedif, however, that if (A) the product of the total number of Cash Electing Company Shares multiplied by and the Per Share Cash Election Consideration (such product being the “Actual Cash Election Amount”) exceeds (B) $641,000,000.00 3.0 billion (the “Maximum Available Cash Amount”), then each Cash Electing Company Share shall be converted into a right to receive (A1) an amount of cash (without interest) equal to the product (rounded down to the nearest two decimal places) of (Ip) the Per Share Cash Election Consideration and (IIq) a fraction, the numerator of which shall be the Maximum Available Cash Amount and the denominator of which shall be the Actual Cash Election Amount (such fraction being the “Cash Fraction”) and (B2) a number of validly issued, fully paid and non-assessable shares of Parent CME Holdings Class A Common Stock equal to the product of (xr) the Common Exchange Ratio and (ys) one (1) minus the Cash Fraction. (iib) Each share From and after the Effective Time, all of Company the shares of CBOT Holdings Class A Common Stock with respect to which an election to receive stock consideration (a “Stock Election”) has been effectively made Stock, and not revoked pursuant to Section 1.8(a) (eachassociated CBOT Holdings Rights, a “Stock Electing Company Share”) and each Non-Electing Company Share (as defined herein) shall be converted into 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 1.9) (the “Stock Election Consideration”); provided, however, that if the Maximum Cash Amount exceeds the Cash Election Amount, then each Stock Electing Company Share and each Non-Electing Company Share shall be converted into the right to receive (A) an amount of cash (without interest) equal to the amount (rounded down to the nearest two decimal places) of such excess divided by the sum of the number of Stock Electing Company Shares and the number of Non-Electing Company Shares and (B) a number of validly issued, fully paid and non-assessable shares of Parent Common Stock equal to the product of (I) the Common Exchange Ratio and (II) a fraction, the numerator of which shall be the Per Share Cash Election Merger Consideration minus the amount calculated in clause (A) of this paragraph and the denominator of which shall be the Per Share Cash Election Consideration. (iii) The shares of Parent Common Stock to be issued and/or cash payable upon the conversion of a share of Company Common Stock pursuant to this Section 1.6(b) are referred to collectively as the “Common Stock Consideration” Article I 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 cancelled and retired and shall cease to exist, and each holder of a certificate theretofore representing any Company Common Shares (each, each a “Certificate”) or non-certificated Company previously representing any such shares of CBOT Holdings Class A 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 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(g2.1(f). (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 CME Holdings or CBOT 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 Merger Consideration, the Exchange Ratio, the 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 shares of CBOT Holdings Class A Common Stock 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 CBOT Holdings Class A Common Stock that are owned by CME Holdings or CBOT 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 stock of CME Holdings, cash or other consideration shall be paid delivered in exchange therefor. (e) Each share This Agreement is intended to meet the requirements of 6.125% Series C Cumulative Redeemable Preferred Stock, par value $0.01 per share, of the Company Treasury Regulation section 1.368-1(e) (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”including Treasury Regulation section 1.368-l(e)(2)(iii)(B)(1)(ii)) 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 existinterpreted in a manner consistent therewith, and each holder such that in no event shall the value of a certificate theretofore representing any Company Preferred Shares or nonCBOT Holdings Class A Common Stock (included for purposes of “continuity of interest” within the meaning of Treasury Regulation section 1.368-certificated Company Preferred Shares represented by book-entry shall cease to have any rights with respect thereto, except l(e)) exchanged for CME Holdings Class A Common Stock (based on the right to receive fair market value of CME Holdings Class A Common Stock as of the Preferred Stock Consideration upon surrender last Business Day before the execution of such certificates or book-entry sharesthis Agreement) constitute less than 45% of the proprietary interests in CBOT Holdings.

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 of Merger Sub issued and outstanding immediately prior subject to the Effective TimeSection 2.02(e), 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 indirectly 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”) that is 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 in accordance with Section 1.6(d2.01(a)(ii)) shall be converted into the right to receive (without interest, subject to reduction for any applicable withholding Taxes payable in respect thereof and further subject to the provisions of this Article I):receive: (iA) Each share of Company Common Stock with respect to which an election to receive cash (a “Cash Election”) has been effectively made and not revoked pursuant to Section 1.8(a) (each, a “Cash Electing Company Share”) shall be converted into the right to receive $19.00 in cash 0.6366 (the “Per Share Cash Election Consideration”); provided, however, that if the product of the total number of Cash Electing Company Shares multiplied by the Per Share Cash Election Consideration (such product being the “Cash Election AmountExchange Ratio”) exceeds $641,000,000.00 (the “Maximum Cash Amount”), then each Cash Electing Company Share shall be converted into a right to receive (A) an amount of cash (without interest) equal to the product (rounded down to the nearest two decimal places) of (I) the Per Share Cash Election Consideration and (II) a fraction, the numerator of which shall be the Maximum Cash Amount and the denominator of which shall be the Cash Election Amount (such fraction being the “Cash Fraction”) and (B) a number of validly issued, fully paid and non-assessable nonassessable shares of Parent Common Stock equal to the product of (x) the Common Exchange Ratio and (y) one (1) minus the Cash Fraction. (ii) Each share of Company Common Stock with respect to which an election to receive stock consideration (a “Stock Election”) has been effectively made and not revoked pursuant to Section 1.8(a) (each, a “Stock Electing Company Share”) and each Non-Electing Company Share (as defined herein) shall be converted into 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 1.9) (the “Stock Election Consideration”); provided, however, that if the Maximum Cash Amount exceeds the Cash Election Amount, then each Stock Electing Company Share and each Non-Electing Company Share shall be converted into the right to receive (A) an amount of cash (without interest) equal to the amount (rounded down to the nearest two decimal places) of such excess divided by the sum of the number of Stock Electing Company Shares and the number of Non-Electing Company Shares and (B) a number of validly issued, fully paid and non-assessable shares of Parent Common Stock equal to the product of (I) the Common Exchange Ratio and (II) a fraction, the numerator of which shall be the Per Share Cash Election Consideration minus the amount calculated in clause (A) of this paragraph and the denominator of which shall be the Per Share Cash Election Consideration. (iii) The shares of Parent Common Stock to be issued and/or cash payable upon the conversion of a share of Company Common Stock pursuant to this Section 1.6(b) are referred to collectively as 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 Parent (“Parent Common Stock,” such shares of Parent Common Stock issued or issuable pursuant to this Section 2.01(a)(i)(A), the “Stock Consideration”); and (B) an amount in cash equal to $32.80 minus the Special Dividend Per Share Amount (the “Cash Consideration,” and together with the Stock Consideration, the “Merger Consideration”). (ii) each share of Company Common Stock that immediately prior to the Effective Time is owned by Parent, Merger Sub, the Company (such sharesas 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, 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 Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Entity. (b) All of the shares of Company Common Stock converted into the right to receive the Preferred Stock Merger Consideration pursuant to 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 certificate (each, a certificate theretofore representing any Company Preferred Shares “Certificate”) or non-certificated Company Preferred Shares represented by book-entry share (each, a “Book-Entry Share”) previously representing any such shares of Company Common Stock shall cease to have any rights with respect thereto, except thereafter represent only the right to receive the Preferred Merger Consideration (and cash in lieu of any fractional share of Parent Common Stock), 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 and Section 2.02(e), as well as any dividends to which holders of Company Common Stock have become entitled in accordance with Section 2.02(c). (c) If, between the date of this Agreement and the Effective Time, the outstanding shares of Company Common Stock or Parent Common Stock shall have been increased, decreased, changed into or exchanged for a different number or kind of shares or securities as a result of a reorganization, recapitalization, reclassification, stock dividend, stock split, reverse stock split or other similar change in capitalization (but excluding any change that results from (i) the exercise of stock options or the conversion into Parent Common Stock or Company Common Stock of other equity awards relating to the Parent Common Stock or Company Common Stock or (ii) the grant of stock-based compensation to directors or employees of Parent or (other than any such grants not made in accordance with the terms of this Agreement) the Company or their respective Subsidiaries under Parent’s or the Company’s, as applicable, stock option or compensation plans or arrangements), the Merger Consideration upon surrender of shall be appropriately and proportionately adjusted to reflect such certificates reorganization, recapitalization, reclassification, stock dividend, stock split, reverse stock split or book-entry sharesother similar change in capitalization.

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 indirectly 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 GFI Common Share”) Stock issued and outstanding immediately prior to the Effective Time (other than any shares of Company GFI Common Stock owned by CME (including pursuant to the JPI Mergers) or GFI or any of their respective wholly-owned subsidiaries) 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 the following consideration (collectively, the "Merger Consideration"): (i) each Stock Election Share shall be converted into the right to receive the number of shares of CME Class A Common Stock equal to the Exchange Ratio (the "Per Share Stock Consideration"), subject to adjustment in accordance with this Section 1.7(b) and Section 1.7(d); 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 1.7(b) and Section 1.7(d). (iii) Notwithstanding the foregoing, if the product of (A) the sum of (i) the number of Cash Election Shares plus (ii) 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 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 and counsel to the Special Committee, would cause such counsel to be canceled pursuant unable to render the opinions described in Section 1.6(d7.2(c) and Section 7.3(c), respectively; provided, further, that in no event shall the Adjusted Available Cash Consideration consist of more than 60% of the total Merger Consideration. If CME 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: (1) all Stock Election Shares shall be converted into the right to receive the Per Share Stock Consideration; and (2) all Cash Election Shares and No Election Shares shall be converted into the right to receive (without interest, subject to reduction for any applicable withholding Taxes payable in respect thereof and further subject to the provisions of this Article I): (i) Each share of Company Common Stock with respect to which an election to receive cash (a “Cash Election”) has been effectively made and not revoked pursuant to Section 1.8(a) (each, a “Cash Electing Company Share”) shall be converted into the right to receive $19.00 in cash (the “Per Share Cash Election Consideration”); provided, however, that if the product of the total number of Cash Electing Company Shares multiplied by the Per Share Cash Election Consideration (such product being the “Cash Election Amount”) exceeds $641,000,000.00 (the “Maximum Cash Amount”), then each Cash Electing Company Share shall be converted into a right to receive (A) an amount of cash (without interest) equal to the product (rounded down to the nearest two decimal places) of (Iw) the Per Share Cash Election Consideration and multiplied by (IIx) a fraction, the numerator of which shall be the Maximum Available Cash Amount Consideration or the Adjusted Available Cash Consideration, as the case may be, and the denominator of which shall be the Elected Cash Election Amount Consideration (such the fraction described in this clause (x) being referred to as the “"Cash Fraction”") and (Bii) a number of validly issued, fully paid and non-assessable shares of Parent CME Class A Common Stock equal to the product of (xy) the Common Exchange Ratio and multiplied by (yz) one (1) minus the Cash Fraction. (ii) Each share . Notwithstanding anything to the contrary contained in this Agreement, in no event will the aggregate number of Company shares of CME Class A Common Stock with respect to which an election to receive stock consideration (a “Stock Election”) has been effectively made and not revoked pursuant to Section 1.8(a) (each, a “Stock Electing Company Share”) and each Non-Electing Company Share (as defined herein) shall be converted into an amount of Parent Common Stock equal to issuable in 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 1.9) (the “Stock Election Consideration”); provided, however, that if the Maximum Cash Amount exceeds the Cash Election Amount, then each Stock Electing Company Share and each Non-Electing Company Share shall be converted into the right to receive (A) an amount of cash (without interest) equal to the amount (rounded down to the nearest two decimal places) of such excess divided by the sum Transactions exceed 19.9% of the number of Stock Electing Company Shares and the number of Non-Electing Company Shares and (B) a number of validly issued, fully paid and non-assessable shares of Parent CME Class A Common Stock equal to outstanding on the product trading day immediately before December 2, 2014 (as appropriately adjusted for any reclassification, recapitalization, stock split or combination, exchange or readjustment of (I) the Common Exchange Ratio and (II) a fractionshares, the numerator of which shall be the Per Share Cash Election Consideration minus the amount calculated in clause (A) of this paragraph and the denominator of which shall be the Per Share Cash Election Consideration. (iii) The shares of Parent Common Stock to be issued and/or cash payable upon the conversion of a share of Company Common Stock pursuant to this Section 1.6(b) are referred to collectively as the “Common Stock Consideration” and together with the Preferred Stock Consideration, the “Merger Consideration”or any stock dividend thereon). (c) All Company From and after the Effective Time, none of the GFI 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 GFI 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 GFI Common Shares (each, a “Certificate”) Stock or shares of GFI 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 If at any direct or indirect Subsidiary time during the period between the date of any such Person, in each case immediately prior to this Agreement and the Effective Time, any change in the outstanding shares of CME Class A Common Stock shall automatically occur by reason of any reclassification, recapitalization, stock split or combination, exchange or readjustment of shares, or any stock dividend thereon, the Exchange Ratio and any other similarly dependent items, as the case may be, shall be canceled appropriately adjusted to provide the holders of GFI Common Stock the same economic effect as contemplated by this Agreement prior to such event. (e) At the Effective Time, all shares of GFI Common Stock that are owned by CME (including pursuant to the JPI Mergers) or GFI or any of their respective wholly-owned Subsidiaries as treasury shares or otherwise shall be 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, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company or the holders of any Company Shares or any shares of the following securitiescapital stock of Merger Sub: (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 indirectly by Parent. (b) Each converted into and become one fully paid and nonassessable share of common stock, par value $0.01 0.10 per share, of the Surviving Corporation. (b) Each Company Share that is owned by Parent, Merger Sub, any other direct or indirect wholly owned Subsidiary of Parent or any Acquired Company shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist, and no shares of Parent common stock, par value $0.01 per share (such shares, collectively, the “Company Parent Common Stock”), or other consideration shall be delivered or deliverable in exchange therefor. (i) Subject to Section 2.1(c)(ii), Section 2.1(d) and eachSection 2.2, a “Company Common Share”) each issued and outstanding Company Share (in each case, other than Appraisal Shares and Company Shares to be cancelled in accordance with Section 2.1(b)), which immediately prior to the Effective Time will be the only class of capital stock of the Company then outstanding, shall be cancelled and extinguished and automatically converted into the right to receive the following consideration, without interest thereon and subject to any required withholding of Taxes, and such certificated Company Share and the certificate that formerly represented such Company Share (other than a “Certificate”) or such non-certificated Company Share in book-entry form (“Company Book-Entry Shares”), as the case may be, shall thereafter represent only the right to receive the following consideration, without interest thereon and subject to any shares required withholding of Taxes (in each case as applicable): (A) Each Company Common Stock Share with respect to be canceled 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 1.6(d)2.3 (each, a “Mixed Consideration Electing Share”) and each Non-Electing Company Share shall be converted into the right to receive the combination (without interestwhich combination shall hereinafter be referred to as the “Mixed Consideration”) of (1) $51.60 in cash (the “Per Share Cash Amount”) and (2) 1.2019 of a share of validly issued, fully paid and non-assessable shares of Parent Common Stock (the “Mixed Election Stock Exchange Ratio”), subject to reduction for any applicable withholding Taxes payable adjustment in respect thereof and further subject to the provisions of this Article I):accordance with Section 2.1(c)(ii). (iB) Each share of Company Common Stock Share 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 1.8(a) 2.3 (each, a “Cash Electing Company Share”) shall be converted into (provided that the right to receive $19.00 in cash (the “Per Share Cash Election Consideration”); provided, however, that if the product of the total number of Cash Electing Company Shares multiplied by the Per Share Cash Election Consideration (such product being the “Cash Election Amount”) exceeds $641,000,000.00 (the “Maximum Cash Amount”), then each Cash Electing Company Share shall be converted into a right to receive (A) an amount of cash (without interest) equal to the product (rounded down to the nearest two decimal places) of (I) the Per Share Cash Election Consideration and (II) a fraction, the numerator of which shall be the Maximum Cash Amount and the denominator of which shall be the Available Cash Election Amount (such fraction being the “Cash Fraction”) and (B) a number of validly issued, fully paid and non-assessable shares of Parent Common Stock equal to the product of (x) the Common Exchange Ratio and (y) one (1) minus the Cash Fraction. (ii) Each share of Company Common Stock with respect to which an election to receive stock consideration (a “Stock Election”) has been effectively made and not revoked pursuant to Section 1.8(a) (each, a “Stock Electing Company Share”) and each Non-Electing Company Share (as defined herein) shall be converted into 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 1.9) (the “Stock Election Consideration”); provided, however, that if the Maximum Cash Amount exceeds the Cash Election Amount, then each Stock Electing Company Share and each Non-Electing Company Share shall be converted into the right to receive (A) an amount of cash (without interest) equal to the amount (rounded down to the nearest two decimal places) of such excess divided by the sum of the number of Stock Electing Company Shares and the number of Non-Electing Company Shares and (B) a number of validly issued, fully paid and non-assessable shares of Parent Common Stock equal to the product of (I) the Common Exchange Ratio and (II) a fraction, the numerator of which shall be the Per Share Cash Election Consideration minus the amount calculated in clause (A) of this paragraph and the denominator of which shall be the Per Share Cash Election Consideration. (iii) The shares of Parent Common Stock to be issued and/or cash payable upon the conversion of a share of Company Common Stock pursuant to this Section 1.6(b) are referred to collectively as 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”) equals 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.exceeds

Effect on Capital Stock. (a) At the Effective Time, by virtue of the Merger and without any action on the part of Parentthe Company, Merger Sub, the Company Sub or the holders of any securities of the following securities: (a) The limited liability company interests of Company or Merger Sub issued and outstanding immediately prior to the Effective TimeSub, 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 indirectly by Parent. (b) Each each share of common stock, par value $0.01 1.00 per share, 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 Cancelled Shares and Dissenting Shares) (the “Acquired Shares”) shall, by virtue of this Agreement and without any shares action on the part of Company Common Stock to be canceled pursuant to Section 1.6(d)) shall the holder thereof, be converted into and shall thereafter represent the right to receive the following consideration (without interestcollectively, subject to reduction for any applicable withholding Taxes payable the “Merger Consideration”), calculated in respect thereof and further subject to the provisions of this Article I):following order: (i) Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time with respect to which an election to receive cash (a “Cash Election”) has been effectively made and not revoked or lost pursuant to Section 1.8(a) 2.2 (each, a “Cash Electing Company Election Share”) shall be converted into the right to receive $19.00 44.25 in cash without interest (the “Per Share Cash Election Consideration”); provided, however, that if (A) the product of the total Per Share Cash Consideration and the number of Cash Electing Company Election Shares multiplied by the Per Share Cash Election Consideration (such product being the “Cash Election Amount”) exceeds $641,000,000.00 (the “Maximum Available Cash Election Amount”), then each Cash Electing Company Election Share shall be converted into a right to receive (A1) an amount of cash (without interest) equal to the product (rounded down to the nearest two decimal places) of (Ip) the Per Share Cash Election Consideration and (IIq) a fraction, the numerator of which shall be the Maximum Available Cash Election Amount and the denominator of which shall be the Cash Election Amount (such fraction being the “Cash Fraction”) and (B2) a number of validly issued, fully paid and non-assessable shares of Parent Common Stock Units equal to the product of (xr) 1.00 (the Common “Exchange Ratio Ratio”) and (ys) one (1) minus the Cash Fraction. . The “Available Cash Election Amount” shall equal (iiA) Each share the product of (x) 0.60, (y) the Per Share Cash Consideration and (z) the total number of shares of Company Common Stock with respect to which an election to receive stock consideration (a “Stock Election”) has been effectively made and not revoked pursuant to Section 1.8(a) (each, a “Stock Electing Company Share”) and each Non-Electing Company Share (as defined herein) shall be converted into 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 1.9) (the “Stock Election Consideration”); provided, however, that if the Maximum Cash Amount exceeds the Cash Election Amount, then each Stock Electing Company Share and each Non-Electing Company Share shall be converted into the right to receive (A) an amount of cash (without interest) equal to the amount (rounded down to the nearest two decimal places) of such excess divided by the sum of the number of Stock Electing Company Shares and the number of Non-Electing Company Shares and (B) a number of validly issued, fully paid and non-assessable shares of Parent Common Stock equal to the product of (I) the Common Exchange Ratio and (II) a fraction, the numerator of which shall be the Per Share Cash Election Consideration minus the amount calculated in clause (A) of this paragraph and the denominator of which shall be the Per Share Cash Election Consideration. (iii) The shares of Parent Common Stock to be issued and/or cash payable upon the conversion of a share of Company Common Stock pursuant to this Section 1.6(b) are referred to collectively as 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 the Cancelled 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 minus (B) the right to receive product of the Preferred Stock Per Share Cash Consideration and shall be canceled and cease the total number of Dissenting Shares immediately prior 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 sharesEffective Time.

Effect on Capital Stock. (a) At the Effective Time, by virtue as a result of the Merger and without any action on the part of Parentthe holder of any capital stock of the Company, Parent or 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 TimeConsideration. Each common voting share, 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 indirectly by Parent. (b) Each share of common stock, $0.01 par value $0.01 per share, of the Company (such sharesthe “Common Voting Shares”) and each Class A Common Share, collectively$0.01 par value per share, of the Company (the “Class A Shares” and, collectively with the Common Voting Shares, the “Company Common Stock”, Shares” 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 (A) Shares owned by Parent or Merger Sub and (B) Shares that are owned by shareholders (“Dissenting Shareholders”) who have perfected and not withdrawn a demand for appraisal rights pursuant to Section 1.6(d1701.84 of the OGCL (each such Share referred to in clauses (A) and (B) above, an “Excluded Share” and, collectively, “Excluded Shares”)) shall be converted into the right to receive the following consideration (the “Merger Consideration”): (A) Each Share with respect to which an election to receive a combination of stock and cash (a “Mixed Election”) has been properly made and not revoked pursuant to Section 4.3 (each, a “Mixed Consideration Electing Share”) and each Non-Electing Share shall be converted into the right to receive (1) a number of validly issued, fully paid and nonassessable shares of Series C Common Stock (the “Mixed Election Stock Consideration”) equal to the product of (w) the applicable Base Exchange Ratio and (x) 0.30 and (2) an amount in cash, without interest, subject to reduction for any applicable withholding Taxes payable in respect thereof and further subject equal to the provisions sum (the “Mixed Election Cash Consideration” and, together with the Mixed Election Stock Consideration, the “Mixed Election Consideration”) of this Article I):(y) $63.00 plus (z) the Cash Top-Up Amount, if any; (iB) Each share of Company Common Stock Share with respect to which an election to receive cash (a “Cash Election”) has been effectively properly made and not revoked pursuant to Section 1.8(a) 4.3 (each, a “Cash Electing Company Share”) shall be converted into the right to receive $19.00 an amount in cash cash, without interest (the “Per Share Cash Election Consideration”); provided, howeverequal to the dollar value of the Mixed Election Consideration (which, for the avoidance of doubt, shall be calculated with the Mixed Election Stock Consideration being valued based on the Average Parent Stock Price), except that if the product of the total number of Cash Electing Company Shares multiplied by and the Per Share Cash Election Consideration (such product being product, the “Aggregate Cash Election Amount”) exceeds $641,000,000.00 (the “Maximum Available Cash Election Amount”), then each Cash Electing Company Share shall be converted into a the right to receive (A1) an amount of cash (in cash, without interest) , equal to the product (rounded down to the nearest two decimal places) of (Iw) the Per Share Cash Election Consideration and (IIx) a fraction, the numerator of which shall be the Maximum Available Cash Election Amount and the denominator of which shall be the Aggregate Cash Election Amount (such fraction being fraction, the “Cash Fraction”) and (B2) a number of validly issued, fully paid and non-assessable nonassessable shares of Parent Series C Common Stock equal to the product of (xy) a fraction, the Common Exchange Ratio numerator of which shall be an amount equal to the dollar value of the Mixed Election Consideration (which, for the avoidance of doubt, shall be calculated with the Mixed Election Stock Consideration being valued based on the Average Parent Stock Price) and the denominator of which shall be the Average Parent Stock Price and (yz) one (1) minus the Cash Fraction.; and (iiC) Each share of Company Common Stock Share with respect to which an election to receive stock consideration (a “Stock Election”) has been effectively properly made and not revoked pursuant to Section 1.8(a) 4.3 (each, a “Stock Electing Company Share”) and each Non-Electing Company Share (as defined herein) shall be converted into an amount the right to receive a number of Parent validly issued, fully paid and nonassessable shares of Series C 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 1.9) (the “Stock Election Consideration”)) equal to the quotient obtained by dividing (1) an amount equal to the dollar value of the Mixed Election Consideration (which, for the avoidance of doubt, shall be calculated with the Mixed Election Stock Consideration being valued based on the Average Parent Stock Price) by (2) the Average Parent Stock Price; provided, however, provided that if the Maximum Available Cash Election Amount exceeds the Aggregate Cash Election Amount, then each Stock Electing Company Share and each Non-Electing Company Share shall be converted into the right to receive (A3) an amount of cash (in cash, without interest) , equal to (w) the amount (rounded down to by which the nearest two decimal places) of such excess Available Cash Election Amount exceeds the Aggregate Cash Election Amount, divided by the sum of (x) the number of Stock Electing Company Shares and the number of Non-Electing Company Shares and (B4) a number of validly issued, fully paid and non-assessable nonassessable shares of Parent Series C Common Stock equal to the product of (y) the quotient obtained by dividing (I) an amount equal to the Common Exchange Ratio dollar value of the Mixed Election Consideration (which, for the avoidance of doubt, shall be calculated with the Mixed Election Stock Consideration being valued based on the Average Parent Stock Price) by (II) the Average Parent Stock Price and (IIz) a fraction, the numerator of which shall be the Per Share Cash Election Consideration minus the amount calculated in clause (A3) of this paragraph and the denominator of which shall be the Per Share Cash Election Consideration. (iiiii) The shares At the Effective Time, all of Parent Common Stock to be issued and/or cash payable upon the conversion of a share of Company Common Stock pursuant to this Section 1.6(b) are referred to collectively as the “Common Stock Consideration” and together with the Preferred Stock Consideration, the “Merger Consideration”. (c) All Company Common Shares (other than Company Common Shares Excluded Shares) shall cease to be canceled pursuant to Section 1.6(d)) outstanding, shall be canceled cancelled and shall cease to exist, and (A) each holder of a certificate theretofore representing any Company Common Shares (each, a “Certificate”) or non-certificated Company Common formerly representing any of the Shares represented by (other than Excluded Shares) and (B) each book-entry account formerly representing any uncertificated Shares (“Book-Entry Uncertificated Shares”) (other than Excluded 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 thereafter represent only the right to receive the Preferred Merger Consideration, any distributions or dividends payable pursuant to Section 4.2(c) and cash in lieu of any fractional shares of Series C Common Stock Consideration and shall payable pursuant to Section 4.2(e), without interest, in each case to be canceled and cease to exist, and each holder of a certificate theretofore representing any Company Preferred Shares issued 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 paid in consideration therefor upon surrender of such certificates or book-entry sharesCertificate in accordance with Section 4.2, in the case of certificated Shares, and automatically in the case of Uncertificated Shares, and each Certificate and Uncertificated Share formerly representing Shares owned by Dissenting Shareholders shall thereafter represent only the rights granted to Dissenting Shareholders by the OGCL.

Effect on Capital Stock. (a) At the Effective Time, by virtue of the Merger and without any action on the part of Parentthe holder of any shares of Company Common Stock (each a “Company Share” and collectively, the “Company Shares”) or any shares of capital stock of Merger Sub, the Company or the holders of any of the following securities: (ai) 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 indirectly 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. (ii) Each Company Share that is owned by any Parent Company or any Acquired Company shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist, and no shares of Parent common stock, par value $0.01 per share (such shares, collectively, the “Company Parent Common Stock”), or other consideration shall be delivered or deliverable in exchange therefor. (b) At the Effective Time, by virtue of the Merger and eachwithout any action on the part of the Company, a “Merger Sub or the holders of any securities of the Company Common Share”or Merger Sub: (i) Subject to Sections 2.1(b)(iii), 2.1(c), 2.2 and 2.4, each issued and outstanding share of Company Non-Voting Common Stock and each issued and outstanding share of Company Voting Common Stock (in each case, other than Company Shares to be cancelled in accordance with Section 2.1(a)(ii) and any Appraisal Shares (to the extent provided in Section 2.1(c))), which immediately prior to the Effective Time (other than any shares will be the only classes of common stock of the Company then outstanding, shall thereupon be canceled and extinguished and automatically converted into and shall thereafter represent only the right to receive the following consideration, without interest thereon, upon the surrender of Company Common Stock Shares in non-certificated book-entry form (“Company Book-Entry Shares”): (A) Each Company Share with respect to be canceled 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 1.6(d)2.3 (each, a “Mixed Consideration Electing Share”) and each Non-Electing Company Share shall be converted into the right to receive the combination (without interestwhich combination shall hereinafter be referred to as the “Mixed Consideration”) of (x) $10.00 in cash (the “Per Share Cash Amount”) and (y) 0.3201 of a share of validly issued, fully paid and non-assessable shares of Parent Common Stock (the “Mixed Election Stock Exchange Ratio”), subject to reduction for any applicable withholding Taxes payable adjustment in respect thereof and further subject to the provisions of this Article I):accordance with Section 2.1(b)(iii). (iB) Each share of Company Common Stock Share 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 1.8(a) 2.3 (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 $19.00 in cash 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 total number of Cash Electing Company Shares multiplied by and the Per Share Cash Election Consideration (such product being the “Cash Election Amount”) exceeds $641,000,000.00 (y) the difference between (I) the product of the Per Share Cash Amount and the total number of Company Shares (other than Company Shares to be cancelled in accordance with Section 2.1(a)(ii)) issued and outstanding immediately prior to the Effective Time minus (II) the product of the number of Mixed Consideration Electing Shares (including any Non-Electing Company Shares) and the Per Share Cash Amount (such difference being the “Maximum Available Cash Election Amount”), then each Cash Electing Company Share shall be converted into a right to receive (A1) an amount of cash (without interest) equal to the product (rounded down to the nearest two decimal places) of (Ip) the Per Share Cash Election Consideration and (IIq) a fraction, the numerator of which shall be the Maximum Available Cash Election Amount and the denominator of which shall be the Cash Election Amount (such fraction being the “Cash Fraction”) and (B2) a number of validly issued, fully paid and non-assessable shares of Parent Common Stock equal to the product of (xr) the Common Exchange Ratio and (ys) one (1) minus the Cash Fraction. (ii) Each share of Company Common Stock with respect to which an election to receive stock consideration (a “Stock Election”) has been effectively made and not revoked pursuant to Section 1.8(a) (each, a “Stock Electing Company Share”) and each Non-Electing Company Share (as defined herein) shall be converted into 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 1.9) (the “Stock Election Consideration”); provided, however, that if the Maximum Cash Amount exceeds the Cash Election Amount, then each Stock Electing Company Share and each Non-Electing Company Share shall be converted into the right to receive (A) an amount of cash (without interest) equal to the amount (rounded down to the nearest two decimal places) of such excess divided by the sum of the number of Stock Electing Company Shares and the number of Non-Electing Company Shares and (B) a number of validly issued, fully paid and non-assessable shares of Parent Common Stock equal to the product of (I) the Common Exchange Ratio and (II) a fraction, the numerator of which shall be the Per Share Cash Election Consideration minus the amount calculated in clause (A) of this paragraph and the denominator of which shall be the Per Share Cash Election Consideration. (iii) The shares of Parent Common Stock to be issued and/or cash payable upon the conversion of a share of Company Common Stock pursuant to this Section 1.6(b) are referred to collectively as 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. 2.1 At the Effective Time, each IUMA Share (other than shares owned directly or indirectly by IUMA) shall, by virtue of the Merger Merger, and without any further action on the part of Parentany holder thereof, Merger Subbe converted and exchanged for the right to receive that number of GoodNoise Shares as is equal to 448,000 divided by the number of IUMA Shares outstanding at the Effective Time (on a fully diluted basis giving effect to any options, the Company warrants or the holders of any of the following securities: (a) The limited liability company interests of Merger Sub other rights to acquire IUMA Shares issued and outstanding at the Effective Date). 2.2 At the Effective Time, each share of capital stock of Sub outstanding immediately prior to the Effective TimeMerger shall, all of which shall be held by Parent, shall remain outstanding as limited liability company interests virtue of the Surviving EntityMerger, all and without further action on the part of which shall any holder thereof, continue to be held indirectly by Parentissued and shall be converted into one share of IUMA common stock outstanding after the Merger. (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 2.3 Any Dissenting Shares shall not be converted into GoodNoise Common Stock to be canceled pursuant to Section 1.6(d)) but shall instead be converted into the right to receive Dissenting Shares pursuant to the CGCL. IUMA agrees that, except with the prior written consent of GoodNoise, or as required under the CGCL, it will not voluntarily make any payment with respect to, or settle or offer to settle, any such purchase demand. Each holder of Dissenting Shares (without interesta "Dissenting Shareholder") who, subject to reduction for any applicable withholding Taxes payable in respect thereof and further subject pursuant to the provisions of this Article I): the CGCL, becomes entitled to payment for IUMA Shares shall receive payment therefor (i) Each share of Company Common Stock with respect to which an election to receive cash (a “Cash Election”) has but only after the value therefor shall have been effectively made and not revoked agreed upon or finally determined pursuant to Section 1.8(a) (eachsuch provisions). If, a “Cash Electing Company Share”) shall be converted into the right to receive $19.00 in cash (the “Per Share Cash Election Consideration”); provided, however, that if the product of the total number of Cash Electing Company Shares multiplied by the Per Share Cash Election Consideration (such product being the “Cash Election Amount”) exceeds $641,000,000.00 (the “Maximum Cash Amount”), then each Cash Electing Company Share shall be converted into a right to receive (A) an amount of cash (without interest) equal to the product (rounded down to the nearest two decimal places) of (I) the Per Share Cash Election Consideration and (II) a fraction, the numerator of which shall be the Maximum Cash Amount and the denominator of which shall be the Cash Election Amount (such fraction being the “Cash Fraction”) and (B) a number of validly issued, fully paid and non-assessable shares of Parent Common Stock equal to the product of (x) the Common Exchange Ratio and (y) one (1) minus the Cash Fraction. (ii) Each share of Company Common Stock with respect to which an election to receive stock consideration (a “Stock Election”) has been effectively made and not revoked pursuant to Section 1.8(a) (each, a “Stock Electing Company Share”) and each Non-Electing Company Share (as defined herein) shall be converted into 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 1.9) (the “Stock Election Consideration”); provided, however, that if the Maximum Cash Amount exceeds the Cash Election Amount, then each Stock Electing Company Share and each Non-Electing Company Share shall be converted into the right to receive (A) an amount of cash (without interest) equal to the amount (rounded down to the nearest two decimal places) of such excess divided by the sum of the number of Stock Electing Company Shares and the number of Non-Electing Company Shares and (B) a number of validly issued, fully paid and non-assessable shares of Parent Common Stock equal to the product of (I) the Common Exchange Ratio and (II) a fraction, the numerator of which shall be the Per Share Cash Election Consideration minus the amount calculated in clause (A) of this paragraph and the denominator of which shall be the Per Share Cash Election Consideration. (iii) The shares of Parent Common Stock to be issued and/or cash payable upon the conversion of a share of Company Common Stock pursuant to this Section 1.6(b) are referred to collectively as 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 after the Effective Time, any Dissenting Shares shall automatically be canceled lose their status as Dissenting Shares, GoodNoise shall issue and retired and cease to exist as deliver, upon surrender by such shareholder 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 certificate or certificates representing IUMA Shares, the “Company Shares”) issued and outstanding immediately prior number of shares of GoodNoise Common Stock to which such shareholder would otherwise be entitled under this Section 2 less the Effective Time shall be converted into number of shares of GoodNoise Common Stock allocable to such shareholder that have been deposited in 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 sharesIndemnity Escrow.

Effect on Capital Stock. At On the terms and subject to the conditions set forth in this Agreement, at the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger SubCompany, the Company Spinco or the holders of any of the following securities, the following shall 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 indirectly by ParentSpinco Common Stock. (bi) Each share of common stock, par value $0.01 per share, Spinco Common Stock to which a pre-Redemption holder of record of shares of HDD Common Stock became entitled 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 Redemption (other than any shares of Company Spinco Common Stock to be canceled pursuant to Section 1.6(d)2.7(a)(ii) hereof) shall be canceled and extinguished and automatically converted (subject to Sections 2.7(a)(iii) and Section 2.7(a)(iv) hereof) into the right to receive 1.52 (without interest, subject to reduction for any applicable withholding Taxes payable in respect thereof and further subject to the provisions of this Article I): (i"EXCHANGE RATIO") Each share shares of Company Common Stock with respect to which Stock, upon the surrender of the applicable Certificate in the manner provided in Section 2.8 hereof (or, in the case of a lost, stolen or destroyed Certificate, upon delivery of an election to receive cash affidavit (a “Cash Election”and bond, if required) has been effectively made and not revoked pursuant to in the manner provided in Section 1.8(a) (each, a “Cash Electing Company Share”) shall be converted into the right to receive $19.00 in cash (the “Per Share Cash Election Consideration”2.10 hereof); provided, however, that if the product Company, may, by written notice given to Parent at any time prior to the Effective Time, increase the Exchange Ratio to the extent that it determines such increase to be necessary or advisable in order to have reasonable assurance that the shares of Company Common Stock to be issued in the Merger will, in the aggregate, represent at least 50.1%, and in the Board's sole discretion up to not more than 51%, of the total number combined voting power of Cash Electing Company Shares multiplied by the Per Share Cash Election Consideration (such product being the “Cash Election Amount”) exceeds $641,000,000.00 (the “Maximum Cash Amount”), then each Cash Electing Company Share shall be converted into a right to receive (A) an amount of cash (without interest) equal to the product (rounded down to the nearest two decimal places) of (I) the Per Share Cash Election Consideration and (II) a fraction, the numerator of which shall be the Maximum Cash Amount and the denominator of which shall be the Cash Election Amount (such fraction being the “Cash Fraction”) and (B) a number of validly issued, fully paid and non-assessable all shares of Parent Company Common Stock equal to that will be outstanding immediately after the product of (x) the Common Exchange Ratio and (y) one (1) minus the Cash FractionEffective Time. (ii) Each share of Company Spinco Common Stock with respect to which an election to receive stock consideration (a “Stock Election”) has been effectively made and not revoked pursuant to Section 1.8(a) (eachheld in the treasury of Parent, a “Stock Electing Company Share”) and each Non-Electing Company Share (as defined herein) shall be converted into 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 1.9) (the “Stock Election Consideration”); provided, however, that if the Maximum Cash Amount exceeds the Cash Election Amount, then each Stock Electing Company Share and each Non-Electing Company Share shall be converted into the right to receive (A) an amount of cash (without interest) equal to the amount (rounded down to the nearest two decimal places) of such excess divided by the sum of the number of Stock Electing Company Shares and the number of Non-Electing Company Shares and (B) a number of validly issued, fully paid and non-assessable shares of Parent Common Stock equal to the product of (I) the Common Exchange Ratio and (II) a fraction, the numerator of which shall be the Per Share Cash Election Consideration minus the amount calculated in clause (A) of this paragraph and the denominator of which shall be the Per Share Cash Election Consideration. (iii) The shares of Parent Common Stock to be issued and/or cash payable upon the conversion of a share of Company Common Stock pursuant to this Section 1.6(b) are referred to collectively as 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 Parent immediately prior to the Effective Time, shall automatically be canceled and retired and cease to exist as of the Effective Time and no extinguished without any conversion thereof or any consideration shall be paid in exchange therefor. (eiii) Each The Exchange Ratio shall be adjusted to reflect appropriately the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into Company Common Stock or Spinco Common Stock), extraordinary cash dividends, reorganization, recapitalization, reclassification, combination, exchange of shares or other like change with respect to Spinco Common Stock or Company Common Stock occurring on or after the date hereof and prior to the Effective Time. (iv) No fraction of a share of 6.125% Series C Cumulative Redeemable Preferred Stock, par value $0.01 per share, Company Common Stock shall be issued by virtue of the Company (such sharesMerger, collectively, the “Company Preferred Stock”, and each, but in lieu thereof each pre-Redemption holder of record of shares of HDD Common Stock who would otherwise be entitled to a “Company Preferred Share”, and the Company Preferred Shares collectively with the fraction of a share of Company Common SharesStock as a result of the Merger (after aggregating all fractional shares of Company Common Stock to be received by such holder) shall receive from Company an amount of cash (rounded down to the nearest whole cent), without interest, equal to the “product obtained by multiplying (x) such fraction, by (y) the average closing price of one (1) share of Company Shares”Common Stock for the five (5) issued and outstanding consecutive trading days ending on the trading day immediately prior to the Effective Time Time, as reported on the Nasdaq National Market. (v) Each of the Exchange Agent (as defined in Section 2.8(a) hereof) and Company shall be converted into entitled to deduct and withhold from the right consideration otherwise deliverable in connection with the Merger to receive any holder or former holder of shares of Spinco Common Stock such amounts as may be required to be deducted and withheld therefrom under the Preferred Stock Consideration Code or any other applicable provision of Law. To the extent that such amounts are so deducted and withheld, such amounts shall be canceled and cease treated for all purposes under this Agreement as having been delivered or otherwise paid to exist, and each holder of a certificate theretofore representing any Company Preferred Shares the person to whom such amounts would otherwise have been delivered or non-certificated Company Preferred Shares represented by book-entry shall cease paid in connection with the Merger pursuant to have any rights with respect thereto, except the right to receive the Preferred Stock Consideration upon surrender of such certificates or book-entry sharesthis Agreement.

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 or the Company) shall, by virtue of the Merger and without any action on the part of Parentthe holder thereof, Merger Subbe converted into and shall thereafter represent the right to receive, 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 TimePreferred Stock Alternative becoming effective pursuant to Section 6.20(a), all 0.465 shares (the “Exchange Ratio”)2 of which Parent Common Stock, subject to adjustment in accordance with Section 2.7(c) (the “Merger Consideration”). If the Preferred Stock Alternative becomes effective pursuant to Section 6.20(a), then the Merger Consideration set forth in this Section 2.7(a) shall be held by Parent, shall remain outstanding as limited liability company interests of replaced with the Surviving Entity, all of which shall continue to be held indirectly by ParentAlternative Merger Consideration. (b) Each share of common stockFrom and after the Effective Time, par value $0.01 per share, none 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 Merger Consideration or the Alternative Merger Consideration, if applicable, pursuant to receive (without interest, subject to reduction for any applicable withholding Taxes payable in respect thereof and further subject to the provisions of this Article I): (i) Each II shall remain outstanding and shall automatically be cancelled 1 CF welcomes having a number of Terra directors on the board of the combined company. CF looks forward to Xxxx Xxxxxxx being one of those directors and having him continue to serve in a senior executive capacity, working closely with Xxxxx Xxxxxx to manage the combined company. 2 If the Company declares the special dividend of $7.50 per share of Company Common Stock with respect to which an election to receive cash (a “Cash Election”) has been effectively made and not revoked pursuant to Section 1.8(a) (eachthat the Company announced on September 24, a “Cash Electing Company Share”) shall be converted into the right to receive $19.00 in cash (the “Per Share Cash Election Consideration”); provided, however, that if the product of the total number of Cash Electing Company Shares multiplied by the Per Share Cash Election Consideration (such product being the “Cash Election Amount”) exceeds $641,000,000.00 (the “Maximum Cash Amount”), then each Cash Electing Company Share shall be converted into a right to receive (A) an amount of cash (without interest) equal to the product (rounded down to the nearest two decimal places) of (I) the Per Share Cash Election Consideration and (II) a fraction2009, the numerator of which shall Exchange Ratio would be the Maximum Cash Amount and the denominator of which shall be the Cash Election Amount (such fraction being the “Cash Fraction”) and (B) a number of validly issued, fully paid and non-assessable shares appropriately adjusted based on trading prices of Parent Common Stock equal for an agreed period prior to the product closing of (x) the Common Exchange Ratio and (y) one (1) minus Merger. If the Cash Fraction. (ii) Each share Company does not declare such special dividend, then after the Effective Time Parent intends to return at least $750 million to stockholders of Company Common Stock with respect to which an election to receive stock consideration (a “Stock Election”) has been effectively made and not revoked pursuant to Section 1.8(a) (eachthe combined company, through open market purchases, a “Stock Electing Company Share”) tender offer or otherwise. and each Non-Electing Company Share (as defined herein) shall be converted into 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 1.9) (the “Stock Election Consideration”); provided, however, that if the Maximum Cash Amount exceeds the Cash Election Amount, then each Stock Electing Company Share and each Non-Electing Company Share shall be converted into the right to receive (A) an amount of cash (without interest) equal to the amount (rounded down to the nearest two decimal places) of such excess divided by the sum of the number of Stock Electing Company Shares and the number of Non-Electing Company Shares and (B) a number of validly issued, fully paid and non-assessable shares of Parent Common Stock equal to the product of (I) the Common Exchange Ratio and (II) a fraction, the numerator of which shall be the Per Share Cash Election Consideration minus the amount calculated in clause (A) of this paragraph and the denominator of which shall be the Per Share Cash Election Consideration. (iii) The shares of Parent Common Stock to be issued and/or cash payable upon the conversion of a share of Company Common Stock pursuant to this Section 1.6(b) are referred to collectively as 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 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 (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)2.7, 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)2.10(f) and (iii) any cash to be paid in lieu of any fractional share of Parent Common Stock or Series CF Preferred Stock, if applicable, in accordance with Section 2.14. (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 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 Exchange Ratio and any other similarly dependent items 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, that the declaration or payment of the Conditional Special Dividend shall not give rise to any adjustment in the Exchange Ratio. Nothing in this Section 2.7(c) shall be construed to require or permit either Parent or the Company to take any action that is otherwise prohibited or restricted by any other provision of this Agreement. (d) Each At the Effective Time, (i) all shares of Company Common Share 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 cancelled and retired and shall cease to exist and no Securities of Parent, cash or other consideration shall be delivered in exchange therefor and (ii) each share of Company Common Stock held by any wholly owned Subsidiary of the Company or any wholly owned Subsidiary of Parent or (other than Merger Sub) shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into such number of fully paid and nonassessable shares (or owned fractions thereof) of common stock of the Surviving Corporation that preserves the relative ownership interest represented by any direct or indirect Subsidiary such share of any such Person, in each case Company Common Stock 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 thereforMerger. (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 capital 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 (a) Subject in each case to Section 2.1(d), Section 2.1(e) and Section 2.1(f), at the Effective Time, by virtue of the Merger and without any action on the part of Parentthe Company, Merger Sub, the Company Sub or the holders of any securities of the following securities: (a) The limited liability company interests of Company or Merger Sub issued and outstanding immediately prior to the Effective TimeSub, 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 indirectly 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 Cancelled Shares, Subsidiary Shares and Dissenting Shares) shall, by virtue of this Agreement and without any shares 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”): (i) Mixed Election Shares. Each share of Company Common Stock with respect to be canceled which an election to receive a combination of common units representing limited partner interests in ETP (“Common Units”) and cash (such election, a “Mixed Election”) has been effectively made and not revoked pursuant to Section 1.6(d2.2 (each such share, a “Mixed Consideration Election Share”) and each No Election Share (as defined in Section 2.2(b)) shall be converted into the right to receive the combination (which combination shall hereinafter be referred to as the “Mixed Election Consideration”) of (A) $40.125 in cash without interestinterest (the “Standard Cash Consideration”) and (B) 0.7253 of a validly issued, subject to reduction for any applicable withholding Taxes payable in respect thereof fully paid and further subject to nonassessable Common Unit (the provisions of this Article I):“Standard Common Unit Consideration “). (iii) Cash Election Shares. Each share of Company Common Stock with respect to which an election to receive cash (such election, a “Cash Election”) has been effectively made and not revoked pursuant to Section 1.8(a) 2.2 (eacheach such share, a “Cash Electing Company Election Share”) shall be converted into the right to receive $19.00 80.25 in cash without interest (the “Per Share Cash Election Consideration”); provided, however, that if the product of the total number of Cash Electing Company Shares multiplied by the Per Share Cash Election Consideration (such product being the “Cash Election Amount”) exceeds $641,000,000.00 (the “Maximum Cash Amount”), then each Cash Electing Company Share shall be converted into a right to receive (A) an amount of cash (without interest) equal to the product (rounded down to the nearest two decimal places) of (I) the Per Share Cash Election Consideration and (II) a fraction, the numerator of which shall be the Maximum Cash Amount and the denominator of which shall be the Cash Election Amount (such fraction being as defined below) exceeds the “Available Cash Fraction”) and (B) a number of validly issued, fully paid and non-assessable shares of Parent Common Stock equal to the product of (x) the Common Exchange Ratio and (y) one (1) minus the Cash Fraction. (ii) Each share of Company Common Stock with respect to which an election to receive stock consideration (a “Stock Election”) has been effectively made and not revoked pursuant to Section 1.8(a) (each, a “Stock Electing Company Share”) and each Non-Electing Company Share Election Amount (as defined herein) shall be below), then, instead of being converted into an amount of Parent Common Stock equal the right 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 1.9) (the “Stock Election Consideration”); provided, however, that if the Maximum Cash Amount exceeds receive the Cash Election AmountConsideration, then each Stock Electing Company Share and each Non-Electing Company Cash Election Share shall be converted into the right to receive (A) an amount of cash (without interest) equal to the amount (rounded down to the nearest two decimal places) of such excess divided by the sum product of the number Cash Election Consideration, multiplied by a fraction, the numerator of Stock Electing Company Shares which shall be the Available Cash Election Amount and the number denominator of Non-Electing Company Shares which shall be the Cash Election Amount (such fraction, the “Cash Fraction”), and (B) a number of validly issued, fully paid and non-assessable shares of Parent nonassessable Common Stock Units equal to the product of (I) the Common Exchange Ratio and Unit Election Consideration, multiplied by a fraction equal to one (II1) a fraction, the numerator of which shall be the Per Share Cash Election Consideration minus the amount calculated in clause (A) of this paragraph and the denominator of which shall be the Per Share Cash Election ConsiderationFraction. (iii) The shares of Parent Common Stock to be issued and/or cash payable upon the conversion of a share of Company Common Stock pursuant to this Section 1.6(b) are referred to collectively as 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 manner and basis of converting, exchanging or canceling the shares of capital stock of, and Equity Interests in, each of the Constituent Corporations into or for cash or securities (or the contingent right to receive cash or such securities) of the Surviving Corporation shall be as follows: (a) each share of common stock, par value $0.01 per share, of Acquisition Sub issued and outstanding immediately prior to the Effective TimeTime shall be converted into one share of common stock, par value $0.01 per share, of the Surviving Corporation (“Surviving Corporation Common Stock”); (b) each share of Company Common Stock issued and outstanding immediately prior to the Effective Time and owned directly or indirectly by the Acquired Entities (whether as treasury stock or otherwise) shall, by virtue of the Merger and without any action on the part of Parentthe holder thereof, be canceled and no consideration shall be delivered in exchange therefor; (c) each Merger SubShare shall, the Company or the holders of any by virtue of the following securities: (a) The limited liability company interests of Merger Sub issued and outstanding immediately prior to without any action on the Effective Time, all of which shall be held by Parent, shall remain outstanding as limited liability company interests part of the Surviving Entityholder thereof, all of which shall continue cease to be held indirectly by Parent. (b) Each share of common stock, par value $0.01 per share, of the Company (such shares, collectively, the “Company Common Stock”, outstanding 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 for such holder to receive receive, (without interestA) at the Effective Time, subject an amount equal to reduction for any applicable withholding Taxes payable in respect thereof and further the Per Share Closing Amount, plus (B) subject to the provisions terms of this Article I):Section 2.4, the Per Share Additional Amount, if any, plus (C) subject to the terms of the Escrow Agreement, a conditional amount of cash equal to the Per Share Escrow Amount of any amounts payable to the Stockholders from the Escrow Fund pursuant to the terms of the Escrow Agreement; (id) Each each Merger Option shall, by virtue of the Merger and without any action on the part of the holder thereof, cease to be outstanding and be converted into the right for such holder to receive, (A) at the Effective Time (except in the case of the UK Merger Options, which shall be exercised immediately after the Effective Time), an amount equal to the Per Share Closing Amount, minus (B) the Merger Option Exercise Amount with respect to such Merger Option, plus (C) subject to the terms of Section 2.4, the Per Share Additional Amount, if any, plus (D) subject to the terms of the Escrow Agreement, a conditional amount of cash equal to the Per Share Escrow Amount of any amounts payable to the Stockholders from the Escrow Fund pursuant to the terms of the Escrow Agreement; and (e) each authorized but unissued share of Company Common Stock with respect to which an election to receive cash (a “Cash Election”) has been effectively made and not revoked pursuant to Section 1.8(a) (each, a “Cash Electing Company Share”) shall be converted into the right to receive $19.00 in cash (the “Per Share Cash Election Consideration”); provided, however, that if the product of the total number of Cash Electing Company Shares multiplied by the Per Share Cash Election Consideration (such product being the “Cash Election Amount”) exceeds $641,000,000.00 (the “Maximum Cash Amount”), then each Cash Electing Company Share shall be converted into a right to receive (A) an amount of cash (without interest) equal to the product (rounded down to the nearest two decimal places) of (I) the Per Share Cash Election Consideration and (II) a fraction, the numerator of which shall be the Maximum Cash Amount and the denominator of which shall be the Cash Election Amount (such fraction being the “Cash Fraction”) and (B) a number of validly issued, fully paid and non-assessable shares of Parent Common Stock equal to the product of (x) the Common Exchange Ratio and (y) one (1) minus the Cash Fraction. (ii) Each share of Company Common Stock with respect to which an election to receive stock consideration (a “Stock Election”) has been effectively made and not revoked pursuant to Section 1.8(a) (each, a “Stock Electing Company Share”) and each Non-Electing Company Share (as defined herein) shall be converted into 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 1.9) (the “Stock Election Consideration”); provided, however, that if the Maximum Cash Amount exceeds the Cash Election Amount, then each Stock Electing Company Share and each Non-Electing Company Share shall be converted into the right to receive (A) an amount of cash (without interest) equal to the amount (rounded down to the nearest two decimal places) of such excess divided by the sum of the number of Stock Electing Company Shares and the number of Non-Electing Company Shares and (B) a number of validly issued, fully paid and non-assessable shares of Parent Common Stock equal to the product of (I) the Common Exchange Ratio and (II) a fraction, the numerator of which shall be the Per Share Cash Election Consideration minus the amount calculated in clause (A) of this paragraph and the denominator of which shall be the Per Share Cash Election Consideration. (iii) The shares of Parent Common Stock to be issued and/or cash payable upon the conversion of a share of Company Common Stock pursuant to this Section 1.6(b) are referred to collectively as 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 sharescanceled.

Effect on Capital Stock. (a) At the Effective Time, automatically 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 securitiesPerson: (ai) The limited liability company interests each share of Merger Sub Parent Common Stock that is issued and outstanding immediately prior to the Effective Time, all of which Time shall remain issued and outstanding and shall be held unchanged by Parent, shall remain outstanding as limited liability company interests of the Surviving Entity, all of which shall continue to be held indirectly by Parent.Merger; (bii) Each each share of common stock, par value $0.01 per share, of the Company (such shares, collectively, the “Company Common Stock”, Stock held as Treasury Stock immediately prior to the Effective Time shall be cancelled and each, a “retired at the Effective Time and no consideration shall be issued in exchange therefor; and (iii) each outstanding 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)Treasury Stock) shall become and be converted into into, as provided in and subject to the limitations set forth in this Agreement, the right to receive (without interestat the election of the holder thereof, subject to reduction for any applicable withholding Taxes payable as provided in respect thereof and further subject to the provisions of this Article I): Section 3.02, (i) Each share of Company Common Stock with respect to which an election to receive cash (a “Cash Election”) has been effectively made and not revoked pursuant to Section 1.8(a) (each, a “Cash Electing Company Share”) shall be converted into the right to receive $19.00 in cash 1.4823 shares (the “Per Share Cash Election Consideration”); provided, however, that if the product of the total number of Cash Electing Company Shares multiplied by the Per Share Cash Election Consideration (such product being the “Cash Election Amount”"Exchange Ratio") exceeds $641,000,000.00 (the “Maximum Cash Amount”), then each Cash Electing Company Share shall be converted into a right to receive (A) an amount of cash (without interest) equal to the product (rounded down to the nearest two decimal places) of (I) the Per Share Cash Election Consideration and (II) a fraction, the numerator of which shall be the Maximum Cash Amount and the denominator of which shall be the Cash Election Amount (such fraction being the “Cash Fraction”) and (B) a number of validly issued, fully paid and non-assessable shares of Parent Common Stock equal to (the product of (x"Stock Consideration") the Common Exchange Ratio and (y) one (1) minus the Cash Fraction. or (ii) Each share of Company Common Stock with respect to which an election to receive stock consideration (a “Stock Election”) has been effectively made and not revoked pursuant to Section 1.8(a) (each, a “Stock Electing Company Share”) and each Non-Electing Company Share (as defined herein) shall be converted into 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 $27.90 in Section 1.9) (the “Stock Election Consideration”); provided, however, that if the Maximum Cash Amount exceeds the Cash Election Amount, then each Stock Electing Company Share and each Non-Electing Company Share shall be converted into the right to receive (A) an amount of cash (without interest) equal to the amount (rounded down to the nearest two decimal places) of such excess divided by the sum of the number of Stock Electing Company Shares and the number of Non-Electing Company Shares and (B) a number of validly issued, fully paid and non-assessable shares of Parent Common Stock equal to the product of (I) the Common Exchange Ratio and (II) a fraction, the numerator of which shall be the Per Share Cash Election Consideration minus the amount calculated in clause (A) of this paragraph and the denominator of which shall be the Per Share Cash Election Consideration. (iii) The shares of Parent Common Stock to be issued and/or cash payable upon the conversion of a share of Company Common Stock pursuant to this Section 1.6(b) are referred to collectively as 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)cash, without interest (the "Cash Consideration"). The Stock Consideration and the Cash Consideration are sometimes referred to herein collectively as the "Merger Consideration." (b) The Exchange Ratio shall be subject to any applicable withholding Tax specified appropriate adjustments 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 Subthe event that, or owned by any direct or indirect Subsidiary subsequent to the date of any such Person, in each case immediately this Agreement but prior to the Effective Time, the outstanding Parent Common Stock shall automatically have been increased, decreased, changed into or exchanged for a different number of shares or securities through stock dividend, stock split, reverse stock split or other like changes in Parent's capitalization (a "Capital Change"). In addition, if Parent enters into an agreement pursuant to which shares of Parent Common Stock would be canceled and retired and cease converted, prior to exist as the Effective Time, into shares or other securities or obligations of another corporation, proper provision shall be made in such agreement, so that each Company shareholder shall be entitled to receive at the Effective Time and no consideration shall such number of shares or other securities or amount of obligations of such other corporation as such shareholder would be paid in exchange therefor. (e) Each share of 6.125% Series C Cumulative Redeemable Preferred Stock, par value $0.01 per share, of entitled to receive if 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 Effective Time had occurred 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 consummation of such certificates or book-entry sharesconversion.

Effect on Capital Stock. At As of the Effective Time, by virtue of the Merger and without any further action on the part of Parentthe holder of any shares of capital stock of the Company, Parent or 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 common 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 converted into one fully paid and non-assessable share of common stock of the Surviving Entity, all of which shall continue to be held indirectly by ParentCorporation. (b) Each issued and outstanding 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 Dissenting Shares and Potential Dissenting Shares) shall be converted, as of the Effective Time, into the right to receive the Per Share Price (as defined below), without interest (the aggregate amount payable, the "Merger Consideration"). As of the Effective Time, all such shares of Company Common Stock to shall automatically be canceled pursuant to Section 1.6(d)) shall be converted into the right to receive (without interestcancelled and no longer deemed outstanding, subject to reduction for any applicable withholding Taxes payable in respect thereof and further subject to the provisions of this Article I): (i) Each share of Company Common Stock with respect to which an election to receive cash (a “Cash Election”) has been effectively made and not revoked pursuant to Section 1.8(a) (each, a “Cash Electing Company Share”) shall be converted into the right to receive $19.00 in cash (the “Per Share Cash Election Consideration”); provided, however, that if the product of the total number of Cash Electing Company Shares multiplied by the Per Share Cash Election Consideration (such product being the “Cash Election Amount”) exceeds $641,000,000.00 (the “Maximum Cash Amount”), then each Cash Electing Company Share shall be converted into a right to receive (A) an amount of cash (without interest) equal to the product (rounded down to the nearest two decimal places) of (I) the Per Share Cash Election Consideration and (II) a fraction, the numerator of which shall be the Maximum Cash Amount and the denominator of which holders thereof shall be the Cash Election Amount (such fraction being the “Cash Fraction”) and (B) a number of validly issued, fully paid and non-assessable shares of Parent Common Stock equal to the product of (x) the Common Exchange Ratio and (y) one (1) minus the Cash Fraction. (ii) Each share of Company Common Stock with respect to which an election to receive stock consideration (a “Stock Election”) has been effectively made and not revoked pursuant to Section 1.8(a) (each, a “Stock Electing Company Share”) and each Non-Electing Company Share (as defined herein) shall be converted into 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 1.9) (the “Stock Election Consideration”); provided, however, that if the Maximum Cash Amount exceeds the Cash Election Amount, then each Stock Electing Company Share and each Non-Electing Company Share shall be converted into the right to receive (A) an amount of cash (without interest) equal to the amount (rounded down to the nearest two decimal places) of such excess divided by the sum of the number of Stock Electing Company Shares and the number of Non-Electing Company Shares and (B) a number of validly issued, fully paid and non-assessable shares of Parent Common Stock equal to the product of (I) the Common Exchange Ratio and (II) a fraction, the numerator of which shall be the Per Share Cash Election Consideration minus the amount calculated in clause (A) of this paragraph and the denominator of which shall be the Per Share Cash Election Consideration. (iii) The shares of Parent Common Stock to be issued and/or cash payable upon the conversion of a share of Company Common Stock pursuant to this Section 1.6(b) are referred to collectively as 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 to the right ratable portion of the Merger Consideration to receive (i) the Common Stock Consideration which such holder is entitled, without interest, 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 as defined in Section 2.22.2(b); ). The Per Share Price shall be $2.00 or such lesser amount as is prescribed by the last sentence of this paragraph. It is acknowledged that the $2.00 per share amount was determined by Parent on the assumptions that (a) the representations and warranties of the Company as to the number of issued and outstanding shares of Company Common Stock and as to the number of, and exercise price for, the issued and outstanding Options are true and correct in all respects, (b) the Company will comply with the covenants contained in Section 5.1(e) in all respects, and (iic) any dividends and other distributions accordingly in accordance with no event will the Merger Consideration exceed $6,850,000 less the amounts payable pursuant to Section 2.1(g2.4 (the "Cap"). (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 . If it is discovered prior to the Effective Timepayment of any Merger Consideration that any such assumption is not correct and as a consequence the $2.00 per share amount would result in the Merger Consideration exceeding the Cap, shall automatically be canceled and retired and cease to exist as of the Effective Time and no consideration Per Share Price shall be paid reduced by the lowest number that would result in exchange thereforthe Merger Consideration not exceeding the Cap. (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 further action on the part of Parent, Merger Sub, the Company, any stockholders of the Company or the holders of any of the following securities: Stockholders’ Agent, (aA) 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 indirectly 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 then held by the right to receive (without interest, subject to reduction for Company or any applicable withholding Taxes payable in respect thereof and further subject to the provisions of this Article I): (i) Each share of Company Common Stock with respect to which an election to receive cash (a “Cash Election”) has been effectively made and not revoked pursuant to Section 1.8(a) (each, a “Cash Electing Company Share”) shall be converted into the right to receive $19.00 in cash (the “Per Share Cash Election Consideration”); provided, however, that if the product wholly-owned Subsidiary of the total number of Cash Electing Company Shares multiplied by (or held in the Per Share Cash Election Consideration (such product being the “Cash Election Amount”) exceeds $641,000,000.00 (the “Maximum Cash Amount”), then each Cash Electing Company Share shall be converted into a right to receive (A) an amount of cash (without interest) equal to the product (rounded down to the nearest two decimal places) of (I) the Per Share Cash Election Consideration and (II) a fraction, the numerator of which shall be the Maximum Cash Amount and the denominator of which shall be the Cash Election Amount (such fraction being the “Cash Fraction”) and (B) a number of validly issued, fully paid and non-assessable shares of Parent Common Stock equal to the product of (x) the Common Exchange Ratio and (y) one (1) minus the Cash Fraction. (ii) Each share of Company Common Stock with respect to which an election to receive stock consideration (a “Stock Election”) has been effectively made and not revoked pursuant to Section 1.8(a) (each, a “Stock Electing Company Share”) and each Non-Electing Company Share (as defined herein) shall be converted into 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 1.9) (the “Stock Election Consideration”); provided, however, that if the Maximum Cash Amount exceeds the Cash Election Amount, then each Stock Electing Company Share and each Non-Electing Company Share shall be converted into the right to receive (A) an amount of cash (without interest) equal to the amount (rounded down to the nearest two decimal places) of such excess divided by the sum of the number of Stock Electing Company Shares and the number of Non-Electing Company Shares and (B) a number of validly issued, fully paid and non-assessable shares of Parent Common Stock equal to the product of (I) the Common Exchange Ratio and (II) a fraction, the numerator of which shall be the Per Share Cash Election Consideration minus the amount calculated in clause (A) of this paragraph and the denominator of which shall be the Per Share Cash Election Consideration. (iii) The shares of Parent Common Stock to be issued and/or cash payable upon the conversion of a share of Company Common Stock pursuant to this Section 1.6(b) are referred to collectively as 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)Company’s treasury) 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 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 delivered in exchange therefor., (B) each share of the common stock, $0.01 par value per share, of Merger Sub then outstanding shall be converted into one share of common stock of the Surviving Corporation and (C) the Merger Consideration shall be distributed as follows: (ea) 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 Stock then outstanding immediately prior to the Effective Time shall be converted into the right to receive the following amounts from the Up-Front Payment: (i) each share of Series A Preferred Stock Consideration and shall be canceled converted into the right to receive an amount, in cash, equal to $7.50; (ii) each share of Series A-1 Preferred Stock shall be converted into the right to receive an amount, in cash, equal to $7.50; (iii) each share of Series B Preferred Stock and cease each share of Series B Preferred Stock which may be purchased under an applicable Company Warrant shall be converted into the right to existreceive an amount, and in cash, equal to $4.75683; and (iv) each share of Series C Preferred Stock shall be converted into the right to receive an amount, in cash, equal to $6.26. (b) After payment in full of the amounts set forth in clause (a) above, (i) each holder of Company Capital Stock shall be entitled to receive the Remaining Up-Front Payment for each share of Company Capital Stock held by such holder, (ii) each holder of a certificate theretofore representing any Company Preferred Shares or non-certificated Company Preferred Shares represented by book-entry Warrant shall cease to have any rights with respect thereto, except the right be entitled to receive the Preferred Remaining Up-Front Payment for each share of Company Capital Stock Consideration upon surrender which may be purchased under such Company Warrant minus the exercise price per share of Company Capital Stock at which such certificates or bookCompany Warrant was exercisable immediately prior to the Effective Time, (iii) each holder of a Vested Company Option shall be entitled to receive the Remaining Up-entry sharesFront Payment for each share of Company Common Stock which may be purchased under such Vested Company Option minus the exercise price per share of Company Common Stock at which such Vested Company Option was exercisable immediately prior to the Effective Time, and (iv) each holder of a Unit issued under the Company’s Bonus Plan shall be entitled to receive the Remaining Up-Front Payment for each share of Company Common Stock represented by each such Unit minus $0.46 per Unit. (c) Each Former Securityholder shall be entitled to receive such holder’s Pro Rata Portion of the applicable Contingent Payment, if any, to be paid to such holder at the time and in the manner set forth in Section 9.1.

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 Capital Stock of Merger Sub or the following securitiesCompany: (a) The limited liability company interests of Merger Sub issued and All outstanding (immediately prior to the Effective Time, all ) Capital Stock of which Merger Sub shall be held by Parent, shall remain converted into limited liability company interests equal to 100% of the outstanding as limited liability company interests of the Surviving Entity, all of which shall continue to be held indirectly by ParentLLC. (b) Each share of common stock, par value $0.01 per share, of the Company Any outstanding (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 (without interest, subject to reduction for any applicable withholding Taxes payable in respect thereof and further subject to the provisions of this Article I): (i) Each share of Company Common Stock with respect to which an election to receive cash (a “Cash Election”) has been effectively made and not revoked pursuant to Section 1.8(a) (each, a “Cash Electing Company Share”) shall be converted into the right to receive $19.00 in cash (the “Per Share Cash Election Consideration”); provided, however, that if the product of the total number of Cash Electing Company Shares multiplied by the Per Share Cash Election Consideration (such product being the “Cash Election Amount”) exceeds $641,000,000.00 (the “Maximum Cash Amount”), then each Cash Electing Company Share shall be converted into a right to receive (A) an amount of cash (without interest) equal to the product (rounded down to the nearest two decimal places) of (I) the Per Share Cash Election Consideration and (II) a fraction, the numerator of which shall be the Maximum Cash Amount and the denominator of which shall be the Cash Election Amount (such fraction being the “Cash Fraction”) and (B) a number of validly issued, fully paid and non-assessable shares of Parent Common Stock equal to the product of (x) the Common Exchange Ratio and (y) one (1) minus the Cash Fraction. (ii) Each share of Company Common Stock with respect to which an election to receive stock consideration (a “Stock Election”) has been effectively made and not revoked pursuant to Section 1.8(a) (each, a “Stock Electing Company Share”) and each Non-Electing Company Share (as defined herein) shall be converted into 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 1.9) (the “Stock Election Consideration”); provided, however, that if the Maximum Cash Amount exceeds the Cash Election Amount, then each Stock Electing Company Share and each Non-Electing Company Share shall be converted into the right to receive (A) an amount of cash (without interest) equal to the amount (rounded down to the nearest two decimal places) of such excess divided by the sum of the number of Stock Electing Company Shares and the number of Non-Electing Company Shares and (B) a number of validly issued, fully paid and non-assessable shares of Parent Common Stock equal to the product of (I) the Common Exchange Ratio and (II) a fraction, the numerator of which shall be the Per Share Cash Election Consideration minus the amount calculated in clause (A) of this paragraph and the denominator of which shall be the Per Share Cash Election Consideration. (iii) The shares of Parent Common Stock to be issued and/or cash payable upon the conversion of a share of Company Common Stock pursuant to this Section 1.6(b) are referred to collectively as 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) Units that are owned by Parent, Merger Sub or the Company or any other direct or indirect wholly owned Subsidiary thereof (collectively, the “Excluded Units”) shall automatically 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 or deliverable in exchange therefor. (ec) Each share of 6.125% Series C Cumulative Redeemable Preferred Stock, par value $0.01 per share, of Except for the Company (such shares, collectively, the “Company Preferred Stock”Excluded Units, and each, a “Company Preferred Share”, and the Company Preferred Shares collectively with the Company Common Shares, the “Company Shares”subject to Section 2.4(e), (i) issued and each Class A Unit outstanding immediately prior to the Effective Time shall be converted into the right to receive the Preferred Stock amount allocable in Exhibit G (as updated pursuant to Section 2.4(f)) to the holder of such Class A Unit, which total amount for all outstanding Class A Units shall be the aggregate of the Class A Closing Consideration, the Class A Escrow Consideration and the Class A Post-Closing Consideration; (ii) each Class B Unit outstanding immediately prior to the Effective Time 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 converted into the right to receive the Preferred Stock Consideration upon surrender amount allocable in Exhibit G (as updated pursuant to Section 2.4(f)) to the holder of such certificates Class B Unit, which total amount for all outstanding Class B Units shall be the aggregate of the Class B Closing Consideration, the Class B Escrow Consideration and the Class B Post-Closing Consideration; (iii) each Class C Unit outstanding immediately prior to the Effective Time shall be converted into the right to receive the amount allocable in Exhibit G (as updated pursuant to Section 2.4(f)) to the holder of such Class C Unit, which total amount for all outstanding Class C Units shall be the aggregate of the Class C Closing Consideration, the Class C Escrow Consideration and the Class C Post-Closing Consideration; and (iv) each Class D Unit outstanding immediately prior to the Effective Time shall be converted into the right to receive the amount allocable in Exhibit G (as updated pursuant to Section 2.4(f)) to the holder of such Class D Unit, which total amount for all outstanding Class D Units shall be the aggregate of the Class D Closing Consideration, the Class D Escrow Consideration and the Class D Post-Closing Consideration. (d) If at any time after the date of this Agreement but prior to the Closing, any change in the number of outstanding shares of Parent Common Stock shall occur as a result of any stock split (including a reverse stock split), a stock dividend, combination of shares, reclassification of outstanding shares, recapitalization or book-entry sharessimilar transaction, then the Stock Merger Consideration, Average Stock Price and Average Stock Closing Price shall be adjusted to reflect such change; provided, however, that the Average Stock Closing Price shall be subject to adjustment pursuant to this Section 2.4(d) until the release or sale of the Escrow Shares from the Indemnification Escrow Account in full. (e) Any Unvested Management Unit outstanding shall vest in full as of immediately prior to the Effective Time and shall be converted into the right to receive its applicable portion of the amounts set forth in Section 2.4(c), as if it were the applicable Vested Management Unit, and under the same terms and conditions as apply to the receipt of its applicable portion of the amounts set forth in Section 2.4(c) as apply to the receipt of the same by such applicable Vested Management Units generally. Prior to the Effective Time, the Company shall take such actions as may be necessary to give effect to the transactions contemplated by this Section 2.4(e). (f) Illustrative calculations of the allocation of the Merger Consideration among the outstanding Units (excluding the Excluded Units) based on the foregoing are set forth on Exhibit G attached hereto. Prior to the Closing, the Company shall deliver to Parent an updated Exhibit G. The Parent shall be entitled to rely on the Merger Consideration allocation as set forth in Exhibit G (as updated pursuant to this Section 2.4(f)). (g) No certificate or script representing fractional shares of Parent Common Stock shall be issued upon the surrender for exchange of Merger Consideration Certificates, and such fractional share interests will not entitle the owner thereof to vote or to any other rights as a stockholder of Parent. Notwithstanding any other provision of this Agreement, each holder of Units exchanged pursuant to the Merger who would otherwise have been entitled to receive a fraction of a share of Parent Common Stock (after taking into account all Certificates delivered by such holder) shall receive, in lieu thereof, an amount in cash without interest determined by multiplying the fraction of a share of Parent Common Stock to which such holder would otherwise have been entitled by the Average Stock Closing Price.

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 indirectly by Parent. (b) Each each share of common stock, no par value $0.01 per sharevalue, of the Company Fiduciary, regardless of class or designation (such shares, collectively, the “Company "Fiduciary 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 (without interest, subject to reduction for any applicable withholding Taxes payable in respect thereof and further subject to the provisions of this Article I): (i) Each share of Company Common Stock with respect to which an election to receive cash (a “Cash Election”) has been effectively made and not revoked pursuant to Section 1.8(a) (each, a “Cash Electing Company Share”) shall be converted into the right to receive $19.00 in cash (the “Per Share Cash Election Consideration”); provided, however, that if the product of the total number of Cash Electing Company Shares multiplied by the Per Share Cash Election Consideration (such product being the “Cash Election Amount”) exceeds $641,000,000.00 (the “Maximum Cash Amount”"), then each Cash Electing Company Share shall be converted into a right to receive (A) an amount of cash (without interest) equal to the product (rounded down to the nearest two decimal places) of (I) the Per Share Cash Election Consideration and (II) a fraction, the numerator of which shall be the Maximum Cash Amount and the denominator of which shall be the Cash Election Amount (such fraction being the “Cash Fraction”) and (B) a number of validly issued, fully paid and non-assessable shares of Parent Common Stock equal to the product of (x) the Common Exchange Ratio and (y) one (1) minus the Cash Fraction. (ii) Each share of Company Common Stock with respect to which an election to receive stock consideration (a “Stock Election”) has been effectively made and not revoked pursuant to Section 1.8(a) (each, a “Stock Electing Company Share”) and each Non-Electing Company Share (as defined herein) shall be converted into 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 1.9) (the “Stock Election Consideration”); provided, however, that if the Maximum Cash Amount exceeds the Cash Election Amount, then each Stock Electing Company Share and each Non-Electing Company Share shall be converted into the right to receive (A) an amount of cash (without interest) equal to the amount (rounded down to the nearest two decimal places) of such excess divided by the sum of the number of Stock Electing Company Shares and the number of Non-Electing Company Shares and (B) a number of validly issued, fully paid and non-assessable shares of Parent Common Stock equal to the product of (I) the Common Exchange Ratio and (II) a fraction, the numerator of which shall be the Per Share Cash Election Consideration minus the amount calculated in clause (A) of this paragraph and the denominator of which shall be the Per Share Cash Election Consideration. (iii) The shares of Parent Common Stock to be issued and/or cash payable upon the conversion of a share of Company Common Stock pursuant to this Section 1.6(b) are referred to collectively as 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 cease to be outstanding and, subject to the terms of this Agreement shall be converted into into, at the election of the holder thereof, the right to receive, either (A) $35.00 in cash, up to an aggregate amount of $800,835.00, the "Cash Option," or (B) 1.334 shares of Buyer common stock, $0.01 par value ("Unified Common Stock"), up to an aggregate of 66,634 shares of Unified Common Stock, hereafter the "Securities Option"; provided, however, in the event the number of issued and outstanding shares of Fiduciary Common Stock shall exceed 49,950, the Cash Option and the Securities Option shall be appropriately and proportionately adjusted such that the total Merger Consideration to be paid to the holders of Fiduciary Common Stock shall not exceed the amount of Merger Consideration to be paid based upon 49,950 shares of Fiduciary Common Stock outstanding as of the date hereof. In the event it is determined after the Closing Date that more than 49,950 shares of Fiduciary Common Stock are validly issued and outstanding, the Sellers shall remit to the Buyer any Merger Consideration paid by Buyer to the Sellers in excess of the amount of Merger Consideration that such holder would have been entitled to receive based upon an appropriate and proportionate adjustment to the Preferred Cash Option or the Stock Consideration Option due to such additional shares of Fiduciary Common Stock being outstanding. Each issued share of common stock of Merger Sub shall remain outstanding as a share of common stock of the Surviving Corporation. By its execution of this Agreement, AFS hereby irrevocably elects to and shall only 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 entitled to receive the Preferred Securities Option in exchange for all of the Fiduciary Common Stock Consideration upon surrender of such certificates or book-entry sharesit owns.

Effect on Capital Stock. At the Effective Time, Time by virtue of the Merger and without any further action on the part of ParentSummit, Merger Sub, the Company Cornerstone or the holders of any holder 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 indirectly by Parent. (b) Each share of common stock, par value $0.01 2.50 per share, of the Company Summit (such shares, collectively, the “Company Summit Common Stock”, and each, a “Company Common Share”) issued and outstanding immediately prior to the Effective Time shall continue to be one validly issued, fully paid and nonassessable share of common stock, par value $2.50 per share, of Summit. (b) Subject to the other provisions of this Article II, each share of common stock, par value $100.00 per share, of Cornerstone (“Cornerstone Common Stock”) (other than any shares of Company Common Stock each Dissenting Share, as defined below in Section 2.8) that is issued and outstanding immediately prior to the Effective Time, shall cease to be canceled pursuant to Section 1.6(d)) shall outstanding and will be converted into and become the right to receive (without interestat the election of the holder thereof as provided in Section 2.2 hereof, subject to reduction for any applicable withholding Taxes payable the adjustment provided in respect thereof and further subject to the provisions of this Article ISection 2.1(i): (i) Each For each share of Company Cornerstone Common Stock with respect to which an election to receive cash (a “Cash Election”) has been effectively made and not revoked or deemed revoked pursuant to Section 1.8(a) 2.2 (eachcollectively, a the “Cash Electing Company ShareElection Shares”) shall be converted into the right ), an amount equal to receive $19.00 5,700.00 in cash cash, without interest (individually, the “Per Share Cash Election Consideration” and collectively, the “Cash Consideration”); provided, however, that if the product of the total number of Cash Electing Company Shares multiplied by the Per Share Cash Election Consideration (such product being the “Cash Election Amount”) exceeds $641,000,000.00 (the “Maximum Cash Amount”), then each Cash Electing Company Share shall be converted into a right to receive (A) an amount of cash (without interest) equal to the product (rounded down to the nearest two decimal places) of (I) the Per Share Cash Election Consideration and (II) a fraction, the numerator of which shall be the Maximum Cash Amount and the denominator of which shall be the Cash Election Amount (such fraction being the “Cash Fraction”) and (B) a number of validly issued, fully paid and non-assessable shares of Parent Common Stock equal to the product of (x) the Common Exchange Ratio and (y) one (1) minus the Cash Fraction.; (ii) Each For each share of Company Cornerstone Common Stock with respect to which an election to receive stock consideration Summit Common Stock (a “Stock Election”) has been effectively made and not revoked or deemed revoked pursuant to Section 1.8(a) 2.2 (eachcollectively, a “Stock Electing Company Share”) and each Non-Electing Company Share (as defined herein) shall be converted into 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 1.9) (the “Stock Election Shares”), 228 shares (the “Exchange Ratio”) of Summit Common Stock (individually, the “Per Share Stock Consideration” and collectively, the “Stock Consideration” and together with the Cash Consideration, the “Merger Consideration”); provided, however, that if the Maximum Cash Amount exceeds the and (iii) For each share of Cornerstone Common Stock other than shares as to which a Cash Election Amountor a Stock Election has been effectively made and not revoked or deemed revoked pursuant to Section 2.2 (collectively, then each Stock Electing Company Share and each Non-Electing Company Share shall be converted into the “No Election Shares”), the right to receive such Stock Consideration or Cash Consideration as determined in accordance with Section 2.2(e). (Ac) Notwithstanding any other provision of this Agreement, no fractional shares of Summit Common Stock shall be issued in the Merger and, in lieu thereof, holders of shares of Cornerstone Common Stock who would otherwise be entitled to a fractional share interest (after taking into account all shares of Cornerstone Common Stock held by such holder) shall be paid an amount of in cash (without interest) equal to the amount (rounded down to the nearest two decimal places) product of such excess divided by the sum of the number of Stock Electing Company Shares fractional share interest and the number of Non-Electing Company Shares and (B) a number of validly issued, fully paid and non-assessable shares of Parent Common Stock equal to the product of (I) the Common Exchange Ratio and (II) a fraction, the numerator of which shall be the Per Share Cash Election Consideration minus the amount calculated in clause (A) of this paragraph and the denominator of which Consideration. No such holder shall be the Per Share Cash Election Considerationentitled to dividends, voting rights or any other rights in respect of any fractional share. (iiid) The If, between the date hereof and the Effective Time, the outstanding shares of Parent Summit Common Stock to be issued and/or cash payable upon the conversion shall have been increased, decreased, changed into or exchanged for a different number or kind of shares or securities as a result of a share reorganization, recapitalization, reclassification, stock dividend, stock split, reverse stock split, or other similar change in capitalization (a “Share Adjustment”), then the Exchange Ratio shall be appropriately and proportionately adjusted so that the shareholders of Company Cornerstone Common Stock shall be entitled to receive the Stock Consideration in such proportion as they would have received pursuant to such Share Adjustment had the record date therefor been immediately following the Effective Time. (e) As of the Effective Time, all shares of Cornerstone Common Stock converted into the Merger Consideration pursuant to this Section 1.6(b) are referred to collectively as the “Common Stock Consideration” 2.1 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)) shall automatically be canceled and retired, and all rights with respect thereto shall cease to exist, and each holder of a certificate theretofore representing any Company Cornerstone 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 receive, upon surrender of such Certificates or Book-Entry Shares the Certificate(s) (as defined herein) in accordance with Section 2.1(c)2.2 hereof, without interest (subject his, her or its pro rata share of the Merger Consideration pursuant to any applicable withholding Tax specified in this Section 2.2); and (ii) any dividends and other distributions in accordance with Section 2.1(g)2.1. (df) 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, the stock transfer books of Cornerstone shall be closed, and no transfer of Cornerstone Common Stock theretofor outstanding shall thereafter be made. (g) Any shares of Cornerstone Common Stock that are owned by Cornerstone (including treasury shares) or Summit (other than shares held in a fiduciary capacity or shares held in satisfaction of a debt previously contracted) shall automatically be canceled and retired and all rights with respect thereto shall cease to exist as of the Effective Time exist, and no consideration shall be paid delivered in exchange therefor. (eh) Each share of 6.125% Series C Cumulative Redeemable Preferred StockNotwithstanding anything to the contrary herein, par value $0.01 per shareCornerstone may distribute, of in a lump sum, to the Company (such sharesCornerstone shareholders, 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 Closing Date, a cash distribution per share of Cornerstone Common Stock (the “Special Distribution”) in the amount by which Adjusted Shareholders’ Equity exceeds the Minimum Adjusted Shareholders’ Equity Ceiling as of the Calculation Date (each as defined in Section 2.1(i) below) immediately preceding the Effective Time (as defined in 2.1(i) below), if any, divided by the number of shares of Cornerstone Common Stock; provided, however, that the aggregate amount of the Special Distribution shall not exceed (i) when combined with amounts paid to Dissenting Shareholders, Cornerstone assets used to pay its reorganization expenses and all redemptions and distributions (except for normal regular dividends) paid by Cornerstone immediately preceding the Merger, an amount that would result in either (A) less than 90% of the fair market value of net assets of Cornerstone, or (B) less than 70% of the fair market value of gross assets held by Cornerstone, immediately prior to the Special Distribution, being transferred to Merger Sub in the Merger, or (ii) when combined with the Cash Consideration, 60% of the value of the Merger Consideration (determined by adding amounts paid to Dissenting Shareholders to the Merger Consideration and the aggregate amount of the Special Distribution). If the Adjusted Shareholders’ Equity does not exceed the Minimum Adjusted Shareholders’ Equity Ceiling (as defined in Section 2.1(i) below), then the Special Distribution shall not occur. (i) As of the last day of the second full month immediately preceding the Effective Time (the “Calculation Date”), if the Shareholders’ Equity, as adjusted to exclude any after-tax net unrealized gains or losses on available-for-sale securities and on derivative financial instruments included in accumulated other comprehensive income (the “Adjusted Shareholders’ Equity”), is less than the Minimum Adjusted Shareholders’ Equity Floor, then the aggregate value of the Merger Consideration shall be converted into reduced one dollar for every dollar by which the right Adjusted Shareholders’ Equity is less than the Minimum Adjusted Shareholders’ Equity Floor. In calculating the Adjusted Shareholders’ Equity, all costs and expenses of Cornerstone associated with the Merger shall have been paid or accrued prior to receive the Preferred Calculation Date, including but not limited to, legal, accounting, brokerage, advisory or consulting fees, early termination, deconversion or penalty fees and costs for data processing or other contractual arrangements; and any change-in-control or similar payments (to employees or otherwise). Any reduction in the Merger Consideration shall be allocated between the Cash Consideration and the Stock Consideration and proportionately in accordance with the limitations set forth in Section 2.2(e). The “Minimum Adjusted Shareholders’ Equity Floor” means $17,645,000. The “Minimum Adjusted Shareholders’ Equity Ceiling” means $19,145,000. For purposes of calculating whether the Merger Consideration shall be canceled and cease reduced pursuant to existthis Section 2.1(i) or whether a Special Distribution shall be paid pursuant to Section 2.1(h), and each holder gains from the sale of a certificate theretofore representing any Company Preferred Shares or non-certificated Company Preferred Shares represented by book-entry securities after the date of this Agreement shall cease to have any rights with respect thereto, except be excluded from the right to receive the Preferred Stock Consideration upon surrender of such certificates or book-entry sharesAdjusted Shareholders’ Equity.

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 or Acquiror Sub or the shareholders thereof, all shares of common stock, par value $0.01 per share, of the Company (the “Common Stock”) issued and outstanding prior to the Effective Time (excluding shares held by shareholders who perfect their dissenters’ rights as provided in Section 2.3(e) and shares to be cancelled pursuant to Section 2.3(d) hereof) shall be converted into the right to receive an amount of cash equal to the Per Share Merger Consideration, without interest. (b) At the Effective Time, each option granted by the Company under the Company’s 2006 Equity Incentive Plan, 1999 Director Option Plan or 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 (collectively, the “Company Equity Incentive Plans”), other than the Company ESPP, 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, as accelerated in accordance with Section 5.5(b), immediately prior 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, if the Per Share Merger Consideration exceeds the per share exercise price of such Company Option (an “In-the-Money Option”) such Company Option shall be converted into the right to receive, as soon as practicable thereafter but in any event within three (3) Business Days after the Effective Time, an amount of cash equal to the excess, if any, of the Per Share Merger Consideration over the exercise price of such In-the-Money Option (the “Option Merger Consideration”) minus any applicable withholding taxes. Prior to the Effective Time, the Company and its Board shall take any and all actions necessary to effectuate this Section 2.3(b), including the approval of any amendments to the Company Equity Incentive Plans and, including, but not limited to, satisfaction of the requirements of Rule 16b-3(e) under the Exchange Act. Further, the Company shall ensure that following the Effective Time no participant in the Company Equity Incentive Plans or other plans, programs or arrangements shall have any right thereunder to acquire any equity securities of the Company, the Surviving Corporation or any Subsidiary. Prior to the Effective Time, the Company shall take all actions necessary pursuant to the terms of the Company’s Employee Stock Purchase Plan (the “Company ESPP”) to (i) shorten each currently ongoing purchase and/or offering period under the Company ESPP that extends beyond the Effective Time (the “Current Offering(s)”) such that a new purchase date for each such Current Offering shall occur prior to the Effective Time and shares of Common Stock shall be purchased by the Company ESPP participants prior to the Effective Time, and (ii) preclude the commencement of any new purchase or offering period. The Company shall take all actions necessary so that the Company ESPP shall terminate immediately prior to the earlier of (A) the day preceding the Effective Time and (B) the date upon which the Company ESPP terminates by its terms. (c) 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 shall thereafter represent only the right to receive the Per Share Merger Consideration or the Option Merger Consideration, as applicable. Payments made in respect of the Company Options shall be in full satisfaction of all obligations under the Company Equity Incentive Plans and the Option Agreements. If prior to the Effective Time, the Company should split or combine its common shares, or pay a dividend in common shares or other distribution in such common shares, then the Per Share Merger Consideration and Option Merger Consideration shall be appropriately adjusted to reflect such split, combination, dividend or distribution. (d) At the Effective Time, by virtue of the Merger and without any action on the part of Parentthe Company, Merger SubAcquiror, the Company Acquiror Sub or the holders of any of the following securities: (a) The limited liability company interests of Merger Sub issued holder thereof, and outstanding immediately prior notwithstanding any other provision hereof that may be to the Effective Timecontrary, all of which shall be held Common Stock that is owned directly by ParentAcquiror, shall remain outstanding as limited liability company interests of the Surviving Entity, all of which shall continue to be held indirectly by Parent. (b) Each share of common stock, par value $0.01 per share, of Acquiror Sub or the Company (such shares, collectively, or held in 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 (without interest, subject to reduction for any applicable withholding Taxes payable in respect thereof and further subject to the provisions of this Article I): (i) Each share of Company Common Stock with respect to which an election to receive cash (a “Cash Election”) has been effectively made and not revoked pursuant to Section 1.8(a) (each, a “Cash Electing Company Share”) shall be converted into the right to receive $19.00 in cash (the “Per Share Cash Election Consideration”); provided, however, that if the product of the total number of Cash Electing Company Shares multiplied by the Per Share Cash Election Consideration (such product being the “Cash Election Amount”) exceeds $641,000,000.00 (the “Maximum Cash Amount”), then each Cash Electing Company Share shall be converted into a right to receive (A) an amount of cash (without interest) equal to the product (rounded down to the nearest two decimal places) of (I) the Per Share Cash Election Consideration and (II) a fraction, the numerator of which shall be the Maximum Cash Amount and the denominator of which shall be the Cash Election Amount (such fraction being the “Cash Fraction”) and (B) a number of validly issued, fully paid and non-assessable shares of Parent Common Stock equal to the product of (x) the Common Exchange Ratio and (y) one (1) minus the Cash Fraction. (ii) Each share of Company Common Stock with respect to which an election to receive stock consideration (a “Stock Election”) has been effectively made and not revoked pursuant to Section 1.8(a) (each, a “Stock Electing Company Share”) and each Non-Electing Company Share (as defined herein) shall be converted into 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 1.9) (the “Stock Election Consideration”); provided, however, that if the Maximum Cash Amount exceeds the Cash Election Amount, then each Stock Electing Company Share and each Non-Electing Company Share shall be converted into the right to receive (A) an amount of cash (without interest) equal to the amount (rounded down to the nearest two decimal places) of such excess divided by the sum of the number of Stock Electing Company Shares and the number of Non-Electing Company Shares and (B) a number of validly issued, fully paid and non-assessable shares of Parent Common Stock equal to the product of (I) the Common Exchange Ratio and (II) a fraction, the numerator of which shall be the Per Share Cash Election Consideration minus the amount calculated in clause (A) of this paragraph and the denominator of which shall be the Per Share Cash Election Consideration. (iii) The shares of Parent Common Stock to be issued and/or cash payable upon the conversion of a share of Company Common Stock pursuant to this Section 1.6(b) are referred to collectively as 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)Company’s treasury) 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 cash or other consideration shall be paid delivered in exchange therefor. (e) 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 appraisal rights in the manner provided by Section 262 of Delaware Law (“Dissenting Shares”) shall not be converted into a right to receive a portion of the Merger Consideration unless and until the Effective Time has occurred and the holder of such Dissenting Shares becomes ineligible for such appraisal rights. The holders of Dissenting Shares shall be entitled only to such rights as are granted by Section 262 of Delaware Law. Each share holder of 6.125% Series C Cumulative Redeemable Preferred Dissenting Shares who becomes entitled to payment for such shares pursuant to Section 262 of Delaware Law shall receive payment therefor from Acquiror in accordance with Delaware Law; provided, however, that (i) if any such holder of Dissenting Shares shall have failed to establish entitlement to appraisal rights as provided in Section 262 of Delaware 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 Section 262 of Delaware Law or (iii) if neither any holder of Dissenting Shares nor Surviving Corporation shall have filed a petition demanding a determination of the value of all Dissenting Shares within the time provided in Section 262 of Delaware Law, such holder of Dissenting Shares shall forfeit the right to appraisal of such shares and each such Dissenting Share shall be treated as if it had been, as of the Effective Time, converted into a right to receive the Per Share Merger Consideration, without interest thereon, as provided in this Section 2.3 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 Acquiror, make any payment with respect to, or settle or offer to settle, any such demands, with respect to any holder of Dissenting Shares before the Effective Time. (f) 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 common share, 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”) Acquiror Sub issued and outstanding immediately prior to the Effective Time shall be converted into one fully paid and nonassessable common share, par value $0.001 per share, of the right Surviving Corporation. (g) All cash 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 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 sharesexchanged as provided in this Article.

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 securities:holder 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 indirectly 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(d1.8(c), and other than any Dissenting Shares (as defined in Section 1.8(e)) shall be converted into the right to receive (without interest, subject to reduction for any applicable withholding Taxes payable in respect thereof and further subject to the provisions of this Article I): (i) Each share of Company Common Stock with respect cash in an amount equal to which an election to receive cash (a “Cash Election”) has been effectively made and not revoked pursuant to Section 1.8(a) (each, a “Cash Electing Company Share”) shall be converted into the right to receive $19.00 in cash 25.05 (the “Per Share "Cash Election Consideration”); provided, however, that if the product of the total number of Cash Electing Company Shares multiplied by the Per Share Cash Election Consideration (such product being the “Cash Election Amount”) exceeds $641,000,000.00 (the “Maximum Cash Amount”), then each Cash Electing Company Share shall be converted into a right to receive (A) an amount of cash (without interest) equal to the product (rounded down to the nearest two decimal places) of (I) the Per Share Cash Election Consideration and (II) a fraction, the numerator of which shall be the Maximum Cash Amount and the denominator of which shall be the Cash Election Amount (such fraction being the “Cash Fraction”") and (Bii) a number fraction of validly issued, a fully paid and non-assessable shares nonassessable share of Parent Common Stock equal to the product of (x) the Common Exchange Ratio and (yas defined below) one (1) minus collectively, the Cash Fraction. (ii) Each share of Company Common Stock "Merger Consideration"), subject to Section 2.5 with respect to which an election to receive stock consideration fractional shares; provided that, if all of the conditions set forth in Article VI (a “Stock Election”excluding conditions that, by their terms, cannot be satisfied until the Closing Date) has have been effectively made and not revoked pursuant to Section 1.8(a) (each, a “Stock Electing Company Share”) and each Non-Electing Company Share (as defined herein) shall be converted into an amount of Parent Common Stock equal to satisfied or waived other than the product of one Company Common Share multiplied by the Common Exchange Ratio (which Common Exchange Ratio is subject to adjustment as condition set forth in Section 1.96.2(c) (or 6.3(c), the “Stock Election Consideration”); provided, however, that if the Maximum Cash Amount exceeds Merger Consideration shall be adjusted to decrease the Cash Election Amount, then each Stock Electing Company Share Consideration and each Non-Electing Company Share increase the Exchange Ratio such that the Merger Consideration shall be converted into the right to receive (A) consist of an amount of cash (without interest) equal to the amount (rounded down to the nearest two decimal places) of such excess divided by the sum of the number of Stock Electing Company Shares and the number of Non-Electing Company Shares and (B) a number of validly issued, fully paid and non-assessable shares of Parent Common Stock with an aggregate value equal to the product aggregate value of the Merger Consideration prior to any such adjustment, based on the closing price of the Parent Common Stock on the New York Stock Exchange (Ithe "NYSE") on the Common Exchange Ratio and (II) a fractiontrading day prior to the Closing Date, the numerator of but which shall be consist of the Per Share Cash Election Consideration minus the amount calculated in clause (A) minimum number of this paragraph and the denominator of which shall be the Per Share Cash Election Consideration. (iii) The shares of Parent Common Stock necessary in order for the conditions set forth in Sections 6.2(c) and 6.3(c) to be issued and/or cash payable upon satisfied and, after such adjustment, references herein to the conversion of a share of Company Common Stock pursuant to this Section 1.6(b) are referred to collectively as terms "Merger Consideration," "Cash Consideration" and "Exchange Ratio" shall mean the “Common Stock Consideration” and together with the Preferred Stock Merger Consideration, the “Merger Consideration”. (c) All Company Cash Consideration and Exchange Ratio, respectively, as so adjusted. For purposes of this Agreement, "Exchange Ratio" means .3204 shares of Parent Common Shares (other than Company Common Shares to Stock, as such ratio may 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 adjusted 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 the proviso 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 thereforpreceding sentence. (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, Time by virtue of the Merger and without any further action on the part of ParentSummit, Merger Sub, the Company Peoples or the holders of any holder 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 indirectly by Parent. (b) Summit Common Stock. Each share of common stock, par value $0.01 2.50 per share, of the Company Summit (such shares, collectively, the “Company Summit Common Stock”, and each, a “Company Common Share”) issued and outstanding immediately prior to the Effective Time shall continue to be one validly issued, fully paid and nonassessable share of common stock, par value $2.50 per share, of Summit. (b) Subject to the other provisions of this Article II, each share of common stock, par value $1.00 per share, of Peoples (“Peoples Common Stock”) (other than any shares of Company Common Stock each Dissenting Share, as defined below in Section 2.8) that is issued and outstanding immediately prior to the Effective Time, shall cease to be canceled pursuant to Section 1.6(d)) shall outstanding and will be converted into and become the right to receive (without interestat the election of the holder thereof as provided in Section 2.2 hereof, subject to reduction for any applicable withholding Taxes payable the adjustment provided in respect thereof and further subject to the provisions of this Article I):Section 2.1(i),: (i) Each For each share of Company Peoples Common Stock with respect to which an election to receive cash (a “Cash Election”) has been effectively made and not revoked or deemed revoked pursuant to Section 1.8(a) 2.2 (eachcollectively, a the “Cash Electing Company ShareElection Shares”) shall be converted into the right ), an amount equal to receive $19.00 47.00 in cash cash, without interest (individually, the “Per Share Cash Election Consideration” and collectively, the “Cash Consideration”); provided, however, that if the product of the total number of Cash Electing Company Shares multiplied by the Per Share Cash Election Consideration (such product being the “Cash Election Amount”) exceeds $641,000,000.00 (the “Maximum Cash Amount”), then each Cash Electing Company Share shall be converted into a right to receive (A) an amount of cash (without interest) equal to the product (rounded down to the nearest two decimal places) of (I) the Per Share Cash Election Consideration and (II) a fraction, the numerator of which shall be the Maximum Cash Amount and the denominator of which shall be the Cash Election Amount (such fraction being the “Cash Fraction”) and (B) a number of validly issued, fully paid and non-assessable shares of Parent Common Stock equal to the product of (x) the Common Exchange Ratio and (y) one (1) minus the Cash Fraction.; (ii) Each For each share of Company Peoples Common Stock with respect to which an election to receive stock consideration Summit Common Stock (a “Stock Election”) has been effectively made and not revoked or deemed revoked pursuant to Section 1.8(a) 2.2 (eachcollectively, a “Stock Electing Company Share”) and each Non-Electing Company Share (as defined herein) shall be converted into 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 1.9) (the “Stock Election Shares”), 1.7193 shares (the “Exchange Ratio”) of Summit Common Stock (individually, the “Per Share Stock Consideration” and collectively, the “Stock Consideration” and together with the Cash Consideration, the “Merger Consideration”); provided, however, that if the Maximum Cash Amount exceeds the and (iii) For each share of Peoples Common Stock other than shares as to which a Cash Election Amountor a Stock Election has been effectively made and not revoked or deemed revoked pursuant to Section 2.2 (collectively, then each Stock Electing Company Share and each Non-Electing Company Share shall be converted into the “No Election Shares”), the right to receive such Stock Consideration or Cash Consideration as determined in accordance with Section 2.2(e). (Ac) Notwithstanding any other provision of this Agreement, no fractional shares of Summit Common Stock shall be issued in the Merger and, in lieu thereof, holders of shares of Peoples Common Stock who would otherwise be entitled to a fractional share interest (after taking into account all shares of Peoples Common Stock held by such holder) shall be paid an amount of in cash (without interest) equal to the amount (rounded down to the nearest two decimal places) product of such excess divided by the sum of the number of Stock Electing Company Shares fractional share interest and the number of Non-Electing Company Shares and (B) a number of validly issued, fully paid and non-assessable shares of Parent Common Stock equal to the product of (I) the Common Exchange Ratio and (II) a fraction, the numerator of which shall be the Per Share Cash Election Consideration minus the amount calculated in clause (A) of this paragraph and the denominator of which Consideration. No such holder shall be the Per Share Cash Election Considerationentitled to dividends, voting rights or any other rights in respect of any fractional share. (iiid) The If, between the date hereof and the Effective Time, the outstanding shares of Parent Summit Common Stock to be issued and/or cash payable upon the conversion shall have been increased, decreased, changed into or exchanged for a different number or kind of shares or securities as a result of a share reorganization, recapitalization, reclassification, stock dividend, stock split, reverse stock split, or other similar change in capitalization (a “Share Adjustment”), then the Exchange Ratio shall be appropriately and proportionately adjusted so that the shareholders of Company Peoples Common Stock shall be entitled to receive the Stock Consideration in such proportion as they would have received pursuant to such Share Adjustment had the record date therefor been immediately following the Effective Time. (e) As of the Effective Time, all shares of Peoples Common Stock converted into the Merger Consideration pursuant to this Section 1.6(b) are referred to collectively as the “Common Stock Consideration” 2.1 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)) shall automatically be canceled and retired, and all rights with respect thereto shall cease to exist, and each holder of a certificate theretofore representing any Company Peoples 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 receive, upon surrender of such Certificates or Book-Entry Shares the Certificate(s) (as defined herein) in accordance with Section 2.1(c)2.2 hereof, without interest (subject his, her or its pro rata share of the Merger Consideration pursuant to any applicable withholding Tax specified in this Section 2.2); and (ii) any dividends and other distributions in accordance with Section 2.1(g)2.1. (df) 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, the stock transfer books of Peoples shall be closed, and no transfer of Peoples Common Stock theretofor outstanding shall thereafter be made. (g) Any shares of Peoples Common Stock that are owned by Peoples (including treasury shares) or Summit (other than shares held in a fiduciary capacity or shares held in satisfaction of a debt previously contracted) shall automatically be canceled and retired and all rights with respect thereto shall cease to exist as of the Effective Time exist, and no consideration shall be paid delivered in exchange therefor. (eh) Each share of 6.125% Series C Cumulative Redeemable Preferred StockNotwithstanding anything to the contrary herein, par value $0.01 per sharePeoples may distribute, of in a lump sum, to the Company (such sharesPeoples shareholders, 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 Closing Date, a cash distribution per share of Peoples Common Stock (the “Special Distribution”) in the amount by which Adjusted Shareholders’ Equity exceeds the Minimum Adjusted Shareholders’ Equity Ceiling as of the last day of the calendar quarter immediately preceding the Effective Time (as defined in 2.1(i) below), if any, divided by the number of shares of Peoples Common Stock; provided, however, that the aggregate amount of the Special Distribution shall not exceed (i) when combined with amounts paid to Dissenting Shareholders, Peoples assets used to pay its reorganization expenses and all redemptions and distributions (except for normal regular dividends) paid by Peoples immediately preceding the Merger, an amount that would result in either (A) less than 90% of the fair market value of net assets of Peoples, or (B) less than 70% of the fair market value of gross assets held by Peoples, immediately prior to the Special Distribution, being transferred to Merger Sub in the Merger, or (ii) when combined with the Cash Consideration, 60% of the value of the Merger Consideration (determined by adding amounts paid to Dissenting Shareholders to the Merger Consideration and the aggregate amount of the Special Distribution). If the Adjusted Shareholders’ Equity does not exceed the Minimum Adjusted Shareholders’ Equity Ceiling, then the Special Distribution shall not occur. (i) As of the last day of the calendar quarter immediately preceding the Effective Time, if the Shareholders’ Equity, as determined in accordance with GAAP (including adjustment for the defined benefit pension plan based on an actuarial valuation as of the last day of the calendar quarter immediately preceding the Effective Time, excluding potential costs of and for termination) and adjusted to exclude any after-tax net unrealized gains or losses on available-for-sale securities included in accumulated other comprehensive income (the “Adjusted Shareholders’ Equity”), is less than the Minimum Adjusted Shareholders’ Equity Floor, then the aggregate value of the Merger Consideration shall be converted into reduced one dollar for every dollar by which the right Adjusted Shareholders’ Equity is less than the Minimum Adjusted Shareholders’ Equity Floor. In calculating the Adjusted Shareholders’ Equity, all costs and expenses of Peoples associated with the Merger shall have been paid or accrued prior to receive the Preferred Closing Date, including but not limited to, legal, accounting, brokerage, advisory or consulting fees, early termination fees for data processing or other contractual arrangement, and any change-in-control or similar payments (to employees, or otherwise). Any reduction in the Merger Consideration shall be allocated between the Cash Consideration and the Stock Consideration and proportionately in accordance with the limitations set forth in Section 2.2(e). Peoples shall obtain, at its expense, the actuarial valuation of the defined benefit pension plan contemplated above, by an actuarial firm reasonably acceptable to Summit, sufficiently in advance of the time when the Parties calculate the Adjusted Shareholders Equity. The “Minimum Adjusted Shareholders’ Equity Floor” means $20,100,000. The “Minimum Adjusted Shareholders’ Equity Ceiling” means $21,100,000. For purposes of calculating whether the Merger Consideration shall be canceled and cease reduced pursuant to existthis Section 2.1(i) or whether a Special Distribution shall be paid pursuant to Section 2.1(h), and each holder gains from the sale of a certificate theretofore representing any Company Preferred Shares or non-certificated Company Preferred Shares represented by book-entry securities after the date of this Agreement shall cease to have any rights with respect thereto, except be excluded from the right to receive the Preferred Stock Consideration upon surrender of such certificates or book-entry sharesAdjusted Shareholders’ Equity.

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 indirectly 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, Purchaser 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 (without interest, subject to reduction for any applicable withholding Taxes payable in respect thereof and further subject to the provisions of this Article I): (i) Each share of Company Common Stock with respect to which an election to receive cash (a “Cash Election”) has been effectively made and not revoked pursuant to Section 1.8(a) (each, a “Cash Electing Company Share”) shall be converted into the right to receive $19.00 in cash following consideration (the “"Merger Consideration"): the combination of (x) $9.00 (the "Per Share Cash Election Consideration”); provided, however, that if the product of the total number of Cash Electing Company Shares multiplied by the Per Share Cash Election Consideration (such product being the “Cash Election Amount”) exceeds $641,000,000.00 (the “Maximum Cash Amount”), then each Cash Electing Company Share shall be converted into a right to receive (A) an amount of cash (without interest) equal to the product (rounded down to the nearest two decimal places) of (I) the Per Share Cash Election Consideration and (II) a fraction, the numerator of which shall be the Maximum Cash Amount and the denominator of which shall be the Cash Election Amount (such fraction being the “Cash Fraction”") and (By) a number 1.65 shares of validly issued, fully paid and non-assessable shares of Parent Common Stock equal (the "Per Share Stock Consideration" or the "Exchange Ratio"), subject to the product of (x) the Common Exchange Ratio and (y) one (1) minus the Cash Fractionadjustment in accordance with Section 1.7(c). (iib) Each share All of the shares of Company Common Stock with respect to which an election to receive stock consideration (a “Stock Election”) has been effectively made and not revoked pursuant to Section 1.8(a) (each, a “Stock Electing Company Share”) and each Non-Electing Company Share (as defined herein) shall be converted into 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 1.9) (the “Stock Election Consideration”); provided, however, that if the Maximum Cash Amount exceeds the Cash Election Amount, then each Stock Electing Company Share and each Non-Electing Company Share shall be converted into the right to receive (A) an amount of cash (without interest) equal to the amount (rounded down to the nearest two decimal places) of such excess divided by the sum of the number of Stock Electing Company Shares and the number of Non-Electing Company Shares and (B) a number of validly issued, fully paid and non-assessable shares of Parent Common Stock equal to the product of (I) the Common Exchange Ratio and (II) a fraction, the numerator of which shall be the Per Share Cash Election Merger Consideration minus the amount calculated in clause (A) of this paragraph and the denominator of which shall be the Per Share Cash Election Consideration. (iii) The shares of Parent Common Stock to be issued and/or cash payable upon the conversion of a share of Company Common Stock pursuant to this Section 1.6(b) are referred to collectively as the “Common Stock Consideration” Article 1 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 cancelled and shall cease to exist, and each holder of a certificate theretofore (each a "Certificate") previously representing any such 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 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, Purchaser 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. 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) Each issued and outstanding 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”) Purchaser 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 $0.01 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. 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 Sub, the Company or the holders of any of the following securities: (a) The limited liability company interests Conversion 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 indirectly by ParentCompany Common Stock. (bi) Each Except as provided in Section 1.6(a)(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”"COMPANY COMMON STOCK") 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(d1.6(b), will be canceled and extinguished and automatically converted (subject to Section 1.6(e)) shall be converted into the right to receive (without interestx) 0.20 (the "EXCHANGE RATIO") of a share of common stock, subject to reduction for any applicable withholding Taxes payable par value $0.001 per share, of Parent ("PARENT COMMON STOCK") and (y) $3.00 in respect thereof and further subject to cash (the provisions "CASH CONSIDERATION"), upon surrender of this Article I): (i) Each the certificate representing such share of Company Common Stock with respect in the manner provided in Section 1.7. Unless otherwise stated or otherwise indicated by the context, all references in this Agreement and the Stock Option Agreement to which an election "Company Common Stock" shall be deemed to receive cash include the associated preferred share purchase rights (a “Cash Election”"RIGHTS") has been effectively made and not revoked issued pursuant to Section 1.8(a) (eachthe Rights Agreement, a “Cash Electing dated as of December 8, 2000, between Company Share”) shall be converted into the right to receive $19.00 in cash and Fleet Bank, N.A., as Rights Agent (the “Per Share Cash Election Consideration”"RIGHTS AGREEMENT"); provided, however, that if the product . No fraction of the total number of Cash Electing Company Shares multiplied by the Per Share Cash Election Consideration (such product being the “Cash Election Amount”) exceeds $641,000,000.00 (the “Maximum Cash Amount”), then each Cash Electing Company Share shall be converted into a right to receive (A) an amount of cash (without interest) equal to the product (rounded down to the nearest two decimal places) of (I) the Per Share Cash Election Consideration and (II) a fraction, the numerator of which shall be the Maximum Cash Amount and the denominator of which shall be the Cash Election Amount (such fraction being the “Cash Fraction”) and (B) a number of validly issued, fully paid and non-assessable shares share of Parent Common Stock equal will be issued by virtue of the Merger, but in lieu thereof, a cash payment shall be made pursuant to the product of (x) the Common Exchange Ratio and (y) one (1) minus the Cash FractionSection 1.7(e). (ii) Each If the Conversion Event occurs, then upon the Effective Time, each share of Company Common Stock with respect to which an election to receive stock consideration (a “Stock Election”) has been effectively made and not revoked pursuant to Section 1.8(a) (each, a “Stock Electing Company Share”) and each Non-Electing Company Share (as defined herein) shall be converted into 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 1.9) (the “Stock Election Consideration”); provided, however, that if the Maximum Cash Amount exceeds the Cash Election Amount, then each Stock Electing Company Share and each Non-Electing Company Share shall be converted into the right to receive (A) an amount of cash (without interest) equal to the amount (rounded down to the nearest two decimal places) of such excess divided by the sum of the number of Stock Electing Company Shares and the number of Non-Electing Company Shares and (B) a number of validly issued, fully paid and non-assessable shares of Parent Common Stock equal to the product of (I) the Common Exchange Ratio and (II) a fraction, the numerator of which shall be the Per Share Cash Election Consideration minus the amount calculated in clause (A) of this paragraph and the denominator of which shall be the Per Share Cash Election Consideration. (iii) The shares of Parent Common Stock to be issued and/or cash payable upon the conversion of a share of Company Common Stock pursuant to this Section 1.6(b) are referred to collectively as 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 Time, other than any shares of Company Common Stock to be canceled pursuant to Section 1.6(b), will be canceled and extinguished and automatically converted (subject to Section 1.6(e)) into the right to receive an amount of cash (rounded to the Preferred nearest whole cent) equal to the sum of (x) the amount of cash that is the product of (A) the Trigger Price (as defined below) multiplied by (B) the Exchange Ratio (the "SUBSTITUTE CASH CONSIDERATION") plus (y) the Cash Consideration, upon surrender of the certificate representing such share of Company Common Stock Consideration in the manner provided in Section 1.7. (b) Cancellation of Company-Owned and Parent-Owned Stock. Each share of Company Common Stock held by Company or owned by Merger Sub, Parent or any direct or indirect wholly owned subsidiary of Company or of Parent immediately prior to the Effective Time shall be canceled and cease to exist, and each holder of a certificate theretofore representing extinguished without 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 sharesconversion thereof.

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 Company Capital Stock, each share of Company Transferred Stock (excluding, for avoidance of doubt, Company Options, Company Unvested Common Stock and Company Warrants, which shall be treated as provided for in Section 1.6(c) below, and shares of Company Capital Stock held by Parent or the following securities: (aCompany, which shall be treated as provided for in Section 1.6(d) The limited liability company interests of Merger Sub below) 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 upon the Surviving Entity, all of which shall continue to be held indirectly by Parent. (b) Each share of common stock, par value $0.01 per share, of the Company (such shares, collectively, the “Company Common Stock”, terms and each, a “Company Common Share”) issued and outstanding immediately prior subject to the Effective Time (other than any shares of Company Common Stock to conditions set forth in this Section 1.6 and throughout this Agreement, including the escrow provisions set forth in Article VII hereof, will be canceled pursuant to Section 1.6(d)) shall cancelled and extinguished and will be converted automatically into the right to receive (without interestupon surrender of the certificate representing such shares of Company Transferred Stock in the manner provided in Section 1.8 hereof, subject to reduction for any applicable withholding Taxes payable in respect thereof and further subject to such portion of the provisions of this Article I):Merger Consideration as set forth below: (i) Each each outstanding share of Company Series A Preferred Stock will be converted automatically into the right to receive the Per Share Series A Consideration; (ii) each outstanding share of Company Common Stock with respect to which an election to receive cash (a “Cash Election”) has been effectively made and not revoked pursuant to Section 1.8(a) (each, a “Cash Electing Company Share”) shall Series A Preferred Stock will be converted automatically into the right to receive $19.00 in cash (the “Per Share Cash Election Common Consideration”); provided, however, that if in no event shall the product holders of the total number Company Series A Preferred Stock receive in excess of Cash Electing Company Shares multiplied by the Per Share Cash Election Consideration $0.7398 per share under this Section 1.6 (such product being the “Cash Election Amount”) exceeds $641,000,000.00 (the “Maximum Cash Amount”), then each Cash Electing Company Share and any excess amounts shall be converted into a right to receive (A) an amount reallocated proportionately in accordance with the Company’s articles of cash (without interest) equal to the product (rounded down to the nearest two decimal places) of (I) the Per Share Cash Election Consideration and (II) a fraction, the numerator of which shall be the Maximum Cash Amount and the denominator of which shall be the Cash Election Amount (such fraction being the “Cash Fraction”) and (B) a number of validly issued, fully paid and non-assessable shares of Parent Common Stock equal to the product of (x) the Common Exchange Ratio and (y) one (1) minus the Cash Fraction.incorporation); and (iiiii) Each share of Company Common Stock with respect to which an election to receive stock consideration (a “Stock Election”) has been effectively made and not revoked pursuant to notwithstanding anything set forth in this Section 1.8(a) (each1.6, a “Stock Electing Company Share”) and each Non-Electing Company Share (as defined herein) shall any Dissenting Shares will be converted into 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 treated as set forth in Section 1.9) (the “Stock Election Consideration”); provided, however, that if the Maximum Cash Amount exceeds the Cash Election Amount, then each Stock Electing Company Share and each Non-Electing Company Share shall be converted into the right to receive (A) an amount of cash (without interest) equal to the amount (rounded down to the nearest two decimal places) of such excess divided by the sum of the number of Stock Electing Company Shares and the number of Non-Electing Company Shares and (B) a number of validly issued, fully paid and non-assessable shares of Parent Common Stock equal to the product of (I) the Common Exchange Ratio and (II) a fraction, the numerator of which shall be the Per Share Cash Election Consideration minus the amount calculated in clause (A) of this paragraph and the denominator of which shall be the Per Share Cash Election Consideration1.7 hereof. (iiiiv) The shares Notwithstanding the foregoing, a portion of Parent Common Stock the consideration payable to be issued and/or cash payable upon the conversion of a share of Company Common Stock each Shareholder pursuant to this Section 1.6(b) are referred to collectively as 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 to the right to receive (i) the Common shares of Company Transferred 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 Shareholder as of the Effective Time and no consideration shall be paid in exchange thereforreduced pursuant to the escrow provisions of Section1.8(b)(i) and Article VII hereof. (ev) Each outstanding share of 6.125% Company Series C Cumulative Redeemable B 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 Stock 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 sharestreated as set forth in Section 1.6(d).

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 or the Company) 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 indirectly 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 (without interest, subject to reduction for any applicable withholding Taxes payable in respect thereof and further subject to the provisions of this Article I): (i) Each share of Company Common Stock with respect 0.1034 shares (as may be adjusted pursuant to which an election to receive cash (a this Section 2.6, the “Cash ElectionExchange Ratio”) has been effectively made and not revoked pursuant to Section 1.8(a) (each, a “Cash Electing Company Share”) shall be converted into the right to receive $19.00 in cash (the “Per Share Cash Election Consideration”); provided, however, that if the product of the total number of Cash Electing Company Shares multiplied by the Per Share Cash Election Consideration (such product being the “Cash Election Amount”) exceeds $641,000,000.00 (the “Maximum Cash Amount”), then each Cash Electing Company Share shall be converted into a right to receive (A) an amount of cash (without interest) equal to the product (rounded down to the nearest two decimal places) of (I) the Per Share Cash Election Consideration and (II) a fraction, the numerator of which shall be the Maximum Cash Amount and the denominator of which shall be the Cash Election Amount (such fraction being the “Cash Fraction”) and (B) a number of validly issued, fully paid and non-assessable shares of Parent Common Stock equal to (unless the product of (x) the Common Exchange Ratio and (y) one (1) minus the Cash Fraction. (ii) Each share of Company Common Stock with respect to which an election to receive stock consideration (a “Stock Election”) has been effectively made and not revoked pursuant to Section 1.8(a) (each, a “Stock Electing Company Share”) and each Non-Electing Company Share (as defined herein) shall be converted into 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 1.9) (the “Stock Election Consideration”); provided, however, that if the Maximum Cash Amount exceeds the Cash Election Amount, then each Stock Electing Company Share and each Non-Electing Company Share shall be converted into the right to receive (A) an amount of cash (without interest) equal to the amount (rounded down to the nearest two decimal places) of such excess divided by the sum of the aggregate number of Stock Electing Company Shares and the number of Non-Electing Company Shares and (B) a number of validly issued, fully paid and non-assessable shares of Parent Common Stock equal to the product of (I) the Common Exchange Ratio and (II) a fraction, the numerator of which shall be the Per Share Cash Election Consideration minus the amount calculated in clause (A) of this paragraph and the denominator of which shall be the Per Share Cash Election Consideration. (iii) The shares of Parent Common Stock to be issued and/or cash payable upon in the conversion of a share of Company Common Stock Merger pursuant to this Section 1.6(b2.6 and Section 2.7 would equal or exceed 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 2.6 and Section 2.7 is less than the Maximum Share Number) (the “Stock Consideration”) and (ii) $24.50 in cash1, without interest, plus, if the Exchange Ratio is adjusted pursuant to the preceding clause (i), the amount in cash, without interest, equal to the Exchange Ratio Reduction Number multiplied by the Parent Common Stock Cash Value (the “Cash Consideration”). Together with any cash in lieu of fractional shares of Parent Common Stock to be paid pursuant to Section 2.13, the Stock Consideration and Cash Consideration are collectively referred to collectively herein as 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 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 II shall remain outstanding and shall automatically 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 (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)2.6, 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)2.9(f) and (iii) any cash to be paid in lieu of any fractional share of Parent Common Stock in accordance with Section 2.13. (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 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 and any other similarly dependent items 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. Nothing in this Section 2.6(c) shall be construed to require or permit either Parent or the Company to take any action that is otherwise prohibited or restricted by any other provision of this Agreement. (d) Each At the Effective Time, (i) all shares of Company Common Share 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 cancelled and retired and shall cease to exist and no Securities of Parent, cash or other consideration shall be delivered in exchange therefor and (ii) each share of Company Common Stock held by any wholly owned Subsidiary of the Company or any wholly owned Subsidiary of Parent or (other than Merger Sub) shall, by virtue of the Merger and 1 Assumes $7.50 per share special cash dividend has been paid. without any action on the part of the holder thereof, be converted into such number of fully paid and nonassessable shares (or owned fractions thereof) of common stock of the Surviving Corporation that preserves the relative ownership interest represented by any direct or indirect Subsidiary such share of any such Person, in each case Company Common Stock 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 thereforMerger. (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 capital 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 As of the Effective Time, by virtue of the Merger and without any action on the part of Parent, the holder of any shares of the outstanding capital stock of Adjoined or any interests in Merger Sub, the Company or the holders of any of the following securities: (a) The limited liability company interests of Each outstanding interest in 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 converted into and become an interest in the Surviving Entity, all of which shall continue to be held indirectly by ParentCompany. (b) Each share of Adjoined capital stock that is held in the treasury of Adjoined (collectively the “Treasury Shares”) shall automatically be cancelled and retired and shall cease to exist, and no consideration shall be delivered in exchange therefor. (c) Each share of Adjoined capital stock that is owned by Parent or Merger Sub, if any, shall automatically be cancelled and retired and shall cease to exist and no consideration shall be delivered in exchange therefor. (d) Subject to Section 1.7(f) hereof, each share of Adjoined Series B Preferred Stock issued and outstanding shall be converted into the right to receive from Parent, in the manner set forth in Section 1.8 and Section 2.2 hereof (i) $1.50 in cash, plus (ii) .0671 shares of Parent’s common stock, $0.001 par value $0.01 per share, of the Company share (such shares, collectively, the “Company Parent Common Stock”), plus (iii) the consideration specified in Section 1.7(e) hereof. Subsequent to the Closing, Parent and eachthe Owners’ Representative shall cooperate in good faith to implement rounding procedures for this Section 1.7(d) to ensure that, a “Company Common Share”pursuant to this Section 1.7(d), (i) issued and outstanding each holder of Adjoined Series B Preferred Stock immediately prior to the Effective Time receives an amount of cash and Parent Common Stock (valued at the Specified Price) equal to at least $2.59 multiplied by the total number of shares of Adjoined Series B Preferred Stock owned by such holder immediately prior to the Effective Time, and (ii) all holders of Adjoined Series B Preferred Stock immediately prior to the Effective Time receive, in the aggregate, a total amount of cash and Parent Common Stock (valued at the Specified Price) of not less than $25,016,191.00 (but in no event more than $25,016,195.00). (e) Subject to Section 1.7(f) hereof, each share of Adjoined capital stock issued and outstanding, including each share of Common Stock, Series A Preferred Stock and Series B Preferred Stock (other than any shares of Company Common Stock capital stock to be canceled pursuant to cancelled in accordance with Section 1.6(d)1.7(b) and Section 1.7(c) hereof) shall be converted into the right to receive (without interestfrom Parent, subject to reduction for any applicable withholding Taxes payable in respect thereof the manner set forth in Section 1.8 and further subject to the provisions of this Article I): (i) Each share of Section 2.2 hereof, cash and Parent Company Common Stock with respect to which an election to receive cash aggregate value (a “Cash Election”) has been effectively made and not revoked pursuant to Section 1.8(a) (each, a “Cash Electing Company Share”) shall be converted into based on the right to receive $19.00 in cash (the “Per Share Cash Election Consideration”); provided, however, that if the product of the total number of Cash Electing Company Shares multiplied by the Per Share Cash Election Consideration (such product being the “Cash Election Amount”) exceeds $641,000,000.00 (the “Maximum Cash Amount”), then each Cash Electing Company Share shall be converted into a right to receive (A) an amount of cash (without interestSpecified Price) equal to the product (rounded down to the nearest two decimal places) of (I) the Per Share Cash Election Consideration and (II) a fraction, the numerator of which shall be the Maximum Cash Amount and the denominator of which shall be the Cash Election Amount (such fraction being the “Cash Fraction”) and (B) a number of validly issued, fully paid and non-assessable shares of Parent Common Stock equal to the product of quotient obtained by dividing (x) the Common Exchange Ratio and remainder of (i) the “Merger Price” specified in Section 1.8 below, minus (ii) $25,016,191.00, by (y) one (1) minus the Cash Fraction. (ii) Each share aggregate number of Company Common Stock with respect to which an election to receive outstanding shares of Adjoined capital stock consideration (a “Stock Election”) has been effectively made and not revoked pursuant to Section 1.8(a) (each, a “Stock Electing Company Share”) and each Non-Electing Company Share (as defined herein) shall be converted into an amount of Parent Common Stock equal immediately prior 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 1.9) (the “Stock Election Consideration”); provided, however, that if the Maximum Cash Amount exceeds the Cash Election Amount, then each Stock Electing Company Share and each Non-Electing Company Share shall be converted into the right to receive (A) an amount of cash (without interest) equal to the amount (rounded down to the nearest two decimal places) of such excess divided by the sum Effective Time. As of the number of Stock Electing Company Shares and the number of Non-Electing Company Shares and (B) a number of validly issuedEffective Time, fully paid and non-assessable all such shares of Parent Common Stock equal to the product of (I) the Common Exchange Ratio Adjoined capital stock shall no longer be outstanding and (II) a fraction, the numerator of which shall automatically be the Per Share Cash Election Consideration minus the amount calculated in clause (A) of this paragraph cancelled and the denominator of which shall be the Per Share Cash Election Consideration. (iii) The shares of Parent Common Stock to be issued and/or cash payable upon the conversion of a share of Company Common Stock pursuant to this Section 1.6(b) are referred to collectively as 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 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 the right to receive (i) the Common Stock Consideration upon surrender such 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). (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 Adjoined capital stock shall cease to have any rights with respect thereto, except the right to receive the Preferred Stock Merger consideration specified in this Section 1.7 (the “Merger Consideration”), without interest. (f) Notwithstanding anything in this Agreement to the contrary, any issued and outstanding shares of Adjoined capital stock held by a Person (a “Dissenting Shareholder”) who shall not have voted in favor of the Merger or consented thereto in writing or otherwise contractually waived his right of appraisal and who shall have properly demanded appraisal in accordance with the provisions of Section 262 of the Corporation Law concerning the right of holders of Adjoined capital stock to dissent from the Merger and require appraisal of their shares (“Dissenting Shares”) shall not be converted as described in Section 1.7(d) and/or Section 1.7(e) but shall become the right to receive such consideration as may be determined to be due to such Dissenting Shareholder pursuant to Section 262 of the Corporation Law. If, after the Effective Time, such Dissenting Shareholder withdraws demand for appraisal or fails to perfect or otherwise loses his right of appraisal, in any case pursuant to the Corporation Law, his Dissenting Shares shall be deemed to be converted as of the Effective Time into the right to receive the Merger Consideration upon surrender pursuant to Section 1.7(d) and/or Section 1.7(e). Adjoined shall give Parent (i) prompt notice of any demands for appraisal of shares received by Adjoined, and (ii) the opportunity to participate with Adjoined (or, subsequent to the Effective Time, the Owners’ Representative) in all negotiations and proceedings with respect to any such certificates demands. Adjoined (or, subsequent to the Effective Time, the Owners’ Representative) will not voluntarily make any payment with respect to any demands for appraisal and will not, except with the prior written consent of Parent (which shall not be unreasonably withheld or bookdelayed), settle or offer to settle any such demands. Subject to Section 1.12, the Sellers shall be severally responsible (in accordance with each Seller’s Proportionate Share) for the excess, if any, of (x) all out-entry sharesof-pocket costs and expenses (including reasonable attorneys’ fees and expenses) arising out of, or incurred in connection with, Adjoined’s (or, subsequent to the Effective Time, the Owners’ Representative’s) negotiations or proceedings relating to any demand for appraisal of the Dissenting Shares, including, without limitation, any payment required to be made to any Dissenting Shareholder with respect to the settlement or resolution of any appraisal proceeding relating thereto over (y) the aggregate amount of Merger Consideration that would have otherwise been payable with respect to such Dissenting Shares pursuant to Section 1.7(d) and/or Section 1.7(e) hereof (such excess being referred to as the “Excess Appraisal Costs”).

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 securitiesCommon Stock or any shares of capital stock of MergerCo: (a) The limited liability company interests 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 indirectly by Parent. (b) MergerCo. Each share of common stock, par value $0.01 per share, of the Company (such shares, collectively, the “Company Class A Common Stock”, and eachClass B Common Stock, a “Company Class C Common Share”) issued and outstanding immediately prior to the Effective Time (other than any shares of Company Stock, Class D Common Stock to be canceled pursuant to Section 1.6(d)) shall be converted into the right to receive (without interest, subject to reduction for any applicable withholding Taxes payable in respect thereof and further subject to the provisions of this Article I): (i) Each share of Company Class E Common Stock with respect to which an election to receive cash (a “Cash Election”) has been effectively made and not revoked pursuant to Section 1.8(a) (each, a “Cash Electing Company Share”) shall be converted into the right to receive $19.00 in cash (the “Per Share Cash Election Consideration”); provided, however, that if the product of the total number of Cash Electing Company Shares multiplied by the Per Share Cash Election Consideration (such product being the “Cash Election Amount”) exceeds $641,000,000.00 (the “Maximum Cash Amount”), then each Cash Electing Company Share shall be converted into a right to receive (A) an amount of cash (without interest) equal to the product (rounded down to the nearest two decimal places) of (I) the Per Share Cash Election Consideration and (II) a fraction, the numerator of which shall be the Maximum Cash Amount and the denominator of which shall be the Cash Election Amount (such fraction being the “Cash Fraction”) and (B) a number of validly issued, fully paid and non-assessable shares of Parent Common Stock equal to the product of (x) the Common Exchange Ratio and (y) one (1) minus the Cash Fraction. (ii) Each share of Company Common Stock with respect to which an election to receive stock consideration (a “Stock Election”) has been effectively made and not revoked pursuant to Section 1.8(a) (each, a “Stock Electing Company Share”) and each Non-Electing Company Share (as defined herein) shall be converted into 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 1.9) (the “Stock Election Consideration”); provided, however, that if the Maximum Cash Amount exceeds the Cash Election Amount, then each Stock Electing Company Share and each Non-Electing Company Share shall be converted into the right to receive (A) an amount of cash (without interest) equal to the amount (rounded down to the nearest two decimal places) of such excess divided by the sum of the number of Stock Electing Company Shares and the number of Non-Electing Company Shares and (B) a number of validly issued, fully paid and non-assessable shares of Parent Common Stock equal to the product of (I) the Common Exchange Ratio and (II) a fraction, the numerator of which shall be the Per Share Cash Election Consideration minus the amount calculated in clause (A) of this paragraph and the denominator of which shall be the Per Share Cash Election Consideration. (iii) The shares of Parent Common Stock to be issued and/or cash payable upon the conversion of a share of Company Common Stock pursuant to this Section 1.6(b) are referred to collectively as 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”) MergerCo issued and outstanding immediately prior to the Effective Time shall be converted into and become one share of Class A Common Stock, Class B Common Stock, Class C Common Stock, Class D Common Stock and Class E Common Stock, as the right to receive case may be, of the Preferred Surviving Corporation. (b) Treasury Stock Consideration and MergerCo-Owned Stock. Each share of Common Stock that is owned by the Company or any subsidiary of the Company and each share of Common Stock that is owned by MergerCo or any affiliate of MergerCo shall automatically be canceled and retired and shall cease to exist, and no consideration shall be delivered in exchange therefor. (c) Conversion (Or Retention) of Common Stock. Except as otherwise provided in Section 2.1(b) or 2.1(d) and subject to Sections 2.2 and 2.3 hereof, each holder issued and outstanding share of Common Stock (each, a certificate theretofore representing any Company Preferred Shares or non-certificated Company Preferred Shares represented by book-entry "Share") shall cease be converted into the following (the consideration set forth in clauses (i), (ii) and (iii) below being collectively referred to have any rights as the "Merger Consideration"): (i) each Share with respect theretoto which an election to retain such Share has been effectively made pursuant to Section 2.2 and not revoked or lost ("Electing Shares"), except shall remain as one fully paid and nonassessable Share (a "Non-Cash Election Share"), which shall be denominated as a share of Class A Common Stock of the Surviving Corporation at the Effective Time; (ii) each Share listed on Exhibit B held by the persons set forth on such Exhibit B (such persons, the "Management Continuing Shareholders," and such Shares, the "Management Rollover Shares"), shall remain as one fully paid and nonassessable Share, which shall be denominated as a share of Class A Common Stock of the Surviving Corporation at the Effective Time; and (iii) each other Share, other than Dissenting Shares (as defined in Section 2.1(d)), shall be converted into the right to receive in cash, without interest, from the Preferred Stock Consideration upon surrender of such certificates or book-entry sharesCompany following the Merger an amount equal to $25.25 (the "Cash Election Price").

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 held by Parent, shall remain outstanding as limited liability company interests of the Surviving Entity, all of which shall continue to be held indirectly by Parent. Common Share (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)excluding for these purposes Dissenting Shares) 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, subject to reduction for any applicable withholding Taxes payable (i) cash in respect thereof and further subject an amount equal to the Cash Consideration (less the amount of the Closing Date Indebtedness and Unsatisfied Transaction Costs paid pursuant to Section 2.8) divided by the Base Number (the “Per Share Closing Cash Consideration”), (ii) a number of Acquiror Common Shares equal to the Closing Share Consideration divided by the Base Number (the “Per Share Closing Share Consideration”), and (iii) the right to receive a portion of the Additional Consideration, if any, payable pursuant to Section 2.3 equal to the Additional Consideration (less the subsequent Interim CEO Payment not paid at Closing) divided by the Base Number (the “Per Share Additional Consideration”). (b) Subject to the other provisions of this Article I): Section 2.4, each issued and outstanding Preferred Share (i) Each share of Company Common Stock with respect to which an election to receive cash (a “Cash Election”) has been effectively made and not revoked pursuant to Section 1.8(a) (each, a “Cash Electing Company Share”excluding for these purposes Dissenting Shares) shall be converted into the right to receive $19.00 in cash (receive, upon the “Per Share Cash Election Consideration”); provided, however, that if the product surrender of the total number of Cash Electing Company Shares multiplied by certificate formerly representing such Preferred Share, and without interest, (i) cash in an amount equal to the Per Share Closing Cash Election Consideration multiplied by 1.15, (such product being the “Cash Election Amount”) exceeds $641,000,000.00 (the “Maximum Cash Amount”), then each Cash Electing Company Share shall be converted into a right to receive (A) an amount of cash (without interest) equal to the product (rounded down to the nearest two decimal places) of (I) the Per Share Cash Election Consideration and (II) a fraction, the numerator of which shall be the Maximum Cash Amount and the denominator of which shall be the Cash Election Amount (such fraction being the “Cash Fraction”) and (Bii) a number of validly issued, fully paid and non-assessable shares of Parent Acquiror Common Stock Shares equal to the product of (x) the Common Exchange Ratio Per Share Closing Share Consideration multiplied by 1.15, and (yiii) one (1) minus the Cash Fraction. (ii) Each share of Company Common Stock with respect to which an election to receive stock consideration (a “Stock Election”) has been effectively made and not revoked pursuant to Section 1.8(a) (each, a “Stock Electing Company Share”) and each Non-Electing Company Share (as defined herein) shall be converted into 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 1.9) (the “Stock Election Consideration”); provided, however, that if the Maximum Cash Amount exceeds the Cash Election Amount, then each Stock Electing Company Share and each Non-Electing Company Share shall be converted into the right to receive (A) an amount a portion of cash (without interest) the Additional Consideration, if any, payable pursuant to Section 2.3 equal to the amount (rounded down to the nearest two decimal places) of such excess divided by the sum of the number of Stock Electing Company Shares and the number of Non-Electing Company Shares and (B) a number of validly issued, fully paid and non-assessable shares of Parent Common Stock equal to the product of (I) the Common Exchange Ratio and (II) a fraction, the numerator of which shall be the Per Share Cash Election Additional Consideration minus the amount calculated in clause (A) of this paragraph and the denominator of which shall be the Per Share Cash Election Consideration. (iii) The shares of Parent Common Stock to be issued and/or cash payable upon the conversion of a share of Company Common Stock pursuant to this Section 1.6(b) are referred to collectively as the “Common Stock Consideration” and together with the Preferred Stock Consideration, the “Merger Consideration”multiplied by 1.15. (c) All Company Each such Common Shares Share and Preferred Share (other than Company Common Shares to be canceled pursuant to Section 1.6(d)excluding for these purposes Dissenting Shares) shall no longer be canceled outstanding and shall be cancelled and shall cease to exist, and each holder of a stock 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 which immediately prior to the Effective Time shall be converted into the right to receive the represents any such Common Share or 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 Share shall cease to have any rights with respect thereto, except the right to receive the Preferred Stock Merger Consideration upon surrender payable pursuant to Section 2.4(a) and Section 2.4(b), as applicable. (d) Each share of such certificates capital stock of the Company that is owned by the Company (as treasury or book-entry sharesotherwise), and by the Acquiror or any Subsidiary of the Acquiror, including without limitation, Acquiror Sub, immediately prior to the Effective Time shall be cancelled and shall cease to exist and no payment shall be made with respect thereto.

Effect on Capital Stock. At the Effective Time, by (a) By virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company or the holders holder of any outstanding capital stock of the following securitiesCompany, at the Effective Time: (ai) The limited liability company interests of Merger Sub issued subject to Sections 2.1(c) and outstanding immediately prior to the Effective Time2.1(e), 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 indirectly 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 each Share (other than any shares of Company Common Stock to be canceled pursuant to Section 1.6(dShares which are Dissenting Shares (as defined herein)) shall be converted into the right to receive (without interest, subject to reduction for any applicable withholding Taxes payable in respect thereof and further subject to the provisions of this Article I): (iA) Each share of Company Common Stock with respect to which an election to receive cash (a “Cash Election”) has been effectively made and not revoked pursuant to Section 1.8(a) (each, a “Cash Electing Company Share”) shall be converted into the right to receive $19.00 9.20 in cash per Share without any interest thereon (the “Per Share Cash Election Consideration”); provided, however, that if the product of the total number of Cash Electing Company Shares multiplied by the Per Share Cash Election Consideration (such product being the “Cash Election Amount”) exceeds $641,000,000.00 (the “Maximum Cash Amount”), then each Cash Electing Company Share shall be converted into a right to receive (A) an amount of cash (without interest) equal to the product (rounded down to the nearest two decimal places) of (I) the Per Share Cash Election Consideration and (II) a fraction, the numerator of which shall be the Maximum Cash Amount and the denominator of which shall be the Cash Election Amount (such fraction being the “Cash Fraction”) and (B) a number of one validly issued, fully paid and non-assessable shares share of Parent Common 7% Series A Cumulative Redeemable Preferred Stock of the Surviving Corporation (“Surviving Corporation Preferred Stock”) (each having a liquidation preference of $1.90 per share) and with the terms set forth in the Certificate of Designations therefor set forth in Exhibit C hereto (the “Equity Consideration,” and together with the Cash Consideration, the “Merger Consideration”); and (ii) all such Shares shall no longer be outstanding and shall automatically be cancelled and retired. (b) By virtue of the Merger and without any further action on the part of the Surviving Corporation, the Company or any holder of any option to purchase Units outstanding under the Stock Incentive Plans or otherwise (each a “Company Option”), each Company Option that is outstanding and unexercised as of the Effective Time (whether vested or unvested) shall, at the Effective Time, unless previously agreed to in writing by Buyer and the holder of such Company Option, be cancelled and converted into the right to receive, in full satisfaction of the rights of such holder with respect thereto: (i) an amount (rounded down to the nearest whole cent) in cash, without interest, equal to the product of (x) the Common Exchange Ratio and 82.883%, multiplied by (y) one (1) minus the Cash Fraction.Aggregate Option Payment Value, and (ii) Each share of Company Common Stock with respect subject to which an election to receive stock consideration (a “Stock Election”Sections 2.1(c) has been effectively made and not revoked pursuant to Section 1.8(a2.1(e) (eachbelow, a “Stock Electing Company Share”) and each Non-Electing Company Share (as defined herein) shall be converted into an amount number of Parent Common shares of Surviving Corporation Preferred Stock equal to the product quotient of one Company Common Share multiplied by the Common Exchange Ratio (which Common Exchange Ratio is subject to adjustment as set forth in Section 1.9) (the “Stock Election Consideration”); provided, however, that if the Maximum Cash Amount exceeds the Cash Election Amount, then each Stock Electing Company Share and each Non-Electing Company Share shall be converted into the right to receive (Ax) an amount of cash (without interest) equal to the amount (rounded down to the nearest two decimal placeswhole cent) of such excess divided by the sum of the number of Stock Electing Company Shares and the number of Non-Electing Company Shares and (B) a number of validly issued, fully paid and non-assessable shares of Parent Common Stock equal to the product of (IA) 17.117%, multiplied by (B) the Common Exchange Ratio and Aggregate Option Payment Value, divided by (IIy) a fraction, the numerator of which shall be the Per Share Cash Election Consideration minus the amount calculated in clause (A) of this paragraph and the denominator of which shall be the Per Share Cash Election Consideration$1.90. (iii) The shares of Parent Common Stock to be issued and/or cash payable upon the conversion of a share of Company Common Stock pursuant to this Section 1.6(b) are referred to collectively as 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. (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 indirectly 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 each, a “Company shall constitute the only Surviving Corporation Common Share”Stock. (b) issued and outstanding immediately prior to At 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 (without interestTime, subject to reduction for any applicable withholding Taxes payable in respect thereof and further subject to the provisions of this Article I): I and Article II, (i) Each each share of Company New JPI Common Stock with respect beneficially owned directly or indirectly by Xx. Xxxxx or Xx. Xxxxxxx shall be converted into a number of shares of BGCP Common Stock equal to a fraction, (A) the numerator of which an election to receive cash is the Per Share Consideration Amount minus the Per Share Damages Amount (a if any), as applicable, and (B) the denominator of which is $9.46 (the “Cash ElectionXxxxx/Xxxxxxx Merger Consideration”); and (ii) has been effectively made each other share of New JPI Common Stock issued and not revoked pursuant to Section 1.8(a) outstanding (each, a “Cash Electing Company Share”other than any dissenting shares) shall be converted into the right to receive $19.00 in cash (the “Per Share Cash Election Consideration”); provided, however, that if the product of the total number of Cash Electing Company Shares multiplied by the Per Share Cash Election Consideration (such product being the “Cash Election Amount”) exceeds $641,000,000.00 (the “Maximum Cash Amount”), then each Cash Electing Company Share shall be converted into a right to receive (A) an amount of cash (without interest) equal to the product (rounded down to the nearest two decimal places) of (I) the Per Share Cash Election Consideration and (II) a fraction, the numerator of which shall be the Maximum Cash Amount and the denominator of which shall be the Cash Election Amount (such fraction being the “Cash Fraction”) multiplied by 0.3 and (B) a number of validly issued, fully paid and non-assessable shares of Parent BGCP Common Stock equal to the product of (x) the Common Exchange Ratio and (y) one (1) minus the Cash Fraction. (ii) Each share of Company Common Stock with respect to which an election to receive stock consideration (a “Stock Election”) has been effectively made and not revoked pursuant to Section 1.8(a) (eachfraction, a “Stock Electing Company Share”) and each Non-Electing Company Share (as defined herein) shall be converted into 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 1.9) (the “Stock Election Consideration”); provided, however, that if the Maximum Cash Amount exceeds the Cash Election Amount, then each Stock Electing Company Share and each Non-Electing Company Share shall be converted into the right to receive (A) an amount of cash (without interest) equal to the amount (rounded down to the nearest two decimal places) of such excess divided by the sum of the number of Stock Electing Company Shares and the number of Non-Electing Company Shares and (B) a number of validly issued, fully paid and non-assessable shares of Parent Common Stock equal to the product of (I) the Common Exchange Ratio numerator of which is the Per Share Consideration Amount multiplied by 0.7, and (II) a fraction, the numerator of which shall be the Per Share Cash Election Consideration minus the amount calculated in clause (A) of this paragraph and the denominator of which shall be the Per Share Cash Election Consideration. is $9.46 (iii) The shares of Parent Common Stock to be issued and/or cash payable upon the conversion of a share of Company Common Stock pursuant to this Section 1.6(b) are referred to collectively as the “Common Stock Other JPI Holder Merger Consideration” and and, together with the Preferred Stock Xxxxx/Xxxxxxx Merger Consideration, the “Merger Consideration”). (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 Stock or shares of New JPI 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 applicable Merger Consideration, (ii) any cash to be paid in lieu of any fractional share of BGCP 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); 2.5 and (iiiii) any dividends and other distributions in accordance with Section 2.1(g2.1(f). (d) Each Company Common Share owned by Parent or Merger Sub, or owned by If at any direct or indirect Subsidiary time during the period between the date of any such Person, in each case immediately prior to this Agreement and the Effective Time, any change in the outstanding shares of BGCP Common Stock shall automatically occur by reason of any reclassification, recapitalization, stock split or combination, or readjustment of shares, or any stock dividend thereon with a record date during such period, the exchange ratios described in Section 1.7(b) and any other similarly dependent items, as the case may be, shall be canceled appropriately adjusted to provide the holders of New JPI Common Stock the same economic effect as contemplated by this Agreement prior to such event. (e) At the Effective Time, all shares of New JPI Common Stock that are owned by New JPI shall be cancelled and retired and shall cease to exist as of the Effective Time and no Securities of BGCP, 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 Upon the terms and subject to the conditions of this Agreement, at the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company 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 indirectly by Parent. (b) Each each share of common stockSeries A Convertible Preferred Stock, $0.001 par value $0.01 per share, of the Company (such shares, collectively, the “Company Common Series A Preferred Stock”), and each, a “Company Common Share”) issued and outstanding as of 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 be cancelled, extinguished and converted into the right to receive (without interestreceive, subject to reduction for any applicable withholding Taxes payable the terms of this Agreement, an amount in respect thereof and further subject cash equal to the provisions sum of this Article I): (i) Each the product obtained by multiplying the Per Share Closing Cash Consideration by the Applicable Conversion Rate that applies to such share of Company Series A Preferred Stock, and (ii) the product obtained by multiplying the Per Share Additional Merger Consideration by the Applicable Conversion Rate that applies to such share of Series A Preferred Stock; (b) each share of Common Stock with respect issued and outstanding as of immediately prior to which an election to receive cash the Effective Time (a “Cash Election”) has been effectively made other than Excluded Shares and not revoked pursuant to Section 1.8(a) (each, a “Cash Electing Company Share”Dissenting Shares) shall be cancelled, extinguished and converted into the right to receive $19.00 receive, subject to the terms of this Agreement, an amount in cash (the “Per Share Cash Election Consideration”); provided, however, that if the product of the total number of Cash Electing Company Shares multiplied by the Per Share Cash Election Consideration (such product being the “Cash Election Amount”) exceeds $641,000,000.00 (the “Maximum Cash Amount”), then each Cash Electing Company Share shall be converted into a right to receive (A) an amount of cash (without interest) equal to the product (rounded down to the nearest two decimal places) sum of (Ii) the Per Share Closing Cash Election Consideration Consideration, and (II) a fraction, the numerator of which shall be the Maximum Cash Amount and the denominator of which shall be the Cash Election Amount (such fraction being the “Cash Fraction”) and (B) a number of validly issued, fully paid and non-assessable shares of Parent Common Stock equal to the product of (x) the Common Exchange Ratio and (y) one (1) minus the Cash Fraction. (ii) Each share of Company Common Stock with respect to which an election to receive stock consideration (a “Stock Election”) has been effectively made and not revoked pursuant to Section 1.8(a) (each, a “Stock Electing Company Share”) and each Non-Electing Company Share (as defined herein) shall be converted into 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 1.9) (the “Stock Election Consideration”); provided, however, that if the Maximum Cash Amount exceeds the Cash Election Amount, then each Stock Electing Company Share and each Non-Electing Company Share shall be converted into the right to receive (A) an amount of cash (without interest) equal to the amount (rounded down to the nearest two decimal places) of such excess divided by the sum of the number of Stock Electing Company Shares and the number of Non-Electing Company Shares and (B) a number of validly issued, fully paid and non-assessable shares of Parent Common Stock equal to the product of (I) the Common Exchange Ratio and (II) a fraction, the numerator of which shall be the Per Share Cash Election Consideration minus the amount calculated in clause (A) of this paragraph and the denominator of which shall be the Per Share Cash Election Consideration. (iii) The shares of Parent Common Stock to be issued and/or cash payable upon the conversion of a share of Company Common Stock pursuant to this Section 1.6(b) are referred to collectively as the “Common Stock Consideration” and together with the Preferred Stock Consideration, the “Additional Merger Consideration”.; (c) All each share of Company Common Shares (other than Company Common Shares to be canceled pursuant to Section 1.6(d)) shall be canceled and shall cease to existStock, and each holder if any, held as 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 TimeTime by the Parent, the Merger Sub or the Company shall automatically be canceled and retired extinguished and cease to exist as no payment shall be made with respect thereto (the “Excluded Shares”); and (d) each share of common stock 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”) Merger Sub that is 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 become one (1) validly issued, fully paid and cease to exist, and each holder of a certificate theretofore representing any Company Preferred Shares or non-certificated assessable share of common stock of the Surviving Company. The aggregate consideration to which Company Preferred Shares represented by book-entry shall cease Shareholders become entitled pursuant to have any rights with respect thereto, except this Section 1.02 is referred to herein as the right to receive the Preferred “Stock Consideration upon surrender of such certificates or book-entry sharesMerger Consideration.”

Effect on Capital Stock. At the Effective Time, by virtue of the Merger and without any further action on the part of ParentEQBK, Merger Sub, the Company KBC or the holders any holder of any record of the following securities: (a) The limited liability company interests Each share of Merger Sub Class A common stock, par value $0.01 per share, of EQBK (“EQBK Class A Stock”) and Class B common stock, par value $0.01 per share of EQBK (“EQBK Class B Stock”), issued and outstanding immediately prior to the Effective Time, all of which shall be held by Parent, shall remain issued and outstanding as limited liability company interests of and shall not be affected by the Surviving Entity, all of which shall continue to be held indirectly by ParentMerger. (b) Each share of common stock, par value $0.01 20.00 per share, of the Company KBC (such shares, collectively, the “Company Common KBC Stock”, and each, a “Company Common Share”) issued and outstanding immediately prior to the Effective Time (other than any shares of Company Common Stock Time, except for the Cancelled Shares and Dissenting Shares, shall cease to be canceled pursuant to Section 1.6(d)) outstanding and shall be converted converted, in accordance with the procedures set forth in this Agreement, into the right to receive receive, without interest (without interestsuch per share amount described in clause (i), subject to reduction for any applicable withholding Taxes payable in respect thereof (ii) and further subject to the provisions (iii) of this Article ISection 1.05(b), the “Per Share Merger Consideration”): (i) Each For each share of Company KBC Common Stock with respect to which an election to receive EQBK Class A Stock (a “Stock Election”) has been effectively made and not revoked or deemed revoked pursuant Section 1.08 (collectively, the “Stock Election Shares”), a number of validly issued, fully paid and nonassessable shares of the EQBK Class A Stock equal to the Per Share Stock Amount; (ii) For each share of KBC Stock with respect to which an election to receive cash (a “Cash Election”) has been effectively made and not revoked or deemed revoked pursuant to Section 1.8(a) 1.08 (eachcollectively, a the “Cash Electing Company ShareElection Shares”) shall be converted into the right to receive $19.00 ), an amount in cash (the “Per Share Cash Election Consideration”); provided, however, that if the product of the total number of Cash Electing Company Shares multiplied by equal to the Per Share Cash Election Consideration Amount; and (such product being the “iii) For each share of KBC Stock other than shares as to which a Cash Election Amount”) exceeds $641,000,000.00 (the “Maximum Cash Amount”), then each Cash Electing Company Share shall be converted into or a right to receive (A) an amount of cash (without interest) equal to the product (rounded down to the nearest two decimal places) of (I) the Per Share Cash Stock Election Consideration and (II) a fraction, the numerator of which shall be the Maximum Cash Amount and the denominator of which shall be the Cash Election Amount (such fraction being the “Cash Fraction”) and (B) a number of validly issued, fully paid and non-assessable shares of Parent Common Stock equal to the product of (x) the Common Exchange Ratio and (y) one (1) minus the Cash Fraction. (ii) Each share of Company Common Stock with respect to which an election to receive stock consideration (a “Stock Election”) has been effectively made and not revoked pursuant to Section 1.8(a) 1.08 (eachcollectively, a the “Stock Electing Company Share”) and each Non-Electing Company Share (as defined herein) shall be converted into 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 1.9) (the “Stock Election ConsiderationShares”); provided, however, that if the Maximum Cash Amount exceeds the Cash Election Amount, then each Stock Electing Company Share and each Non-Electing Company Share shall be converted into the right to receive (A) an amount of cash (without interest) equal to the amount (rounded down to the nearest two decimal places) of such excess divided by the sum of the number of Per Share Stock Electing Company Shares and the number of Non-Electing Company Shares and (B) a number of validly issued, fully paid and non-assessable shares of Parent Common Stock equal to the product of (I) the Common Exchange Ratio and (II) a fraction, the numerator of which shall be the Amount or Per Share Cash Election Consideration minus the amount calculated Amount as is determined in clause (A) of this paragraph and the denominator of which shall be the Per Share Cash Election Consideration. (iii) The shares of Parent Common Stock to be issued and/or cash payable upon the conversion of a share of Company Common Stock pursuant to this accordance with Section 1.6(b) are referred to collectively as the “Common Stock Consideration” and together with the Preferred Stock Consideration, the “Merger Consideration”1.08. (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 For purposes 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, collectivelythis Agreement, the “Company Preferred Stock”, and each, a “Company Preferred Share”, and following terms shall have 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.meanings set forth below:

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 of the following securitiesparties hereto or their respective stockholders: (a) The limited liability company interests of Merger Sub issued Consideration. Each share (each a "Company Share" and outstanding immediately prior to together the Effective Time, all of which shall be held by Parent, shall remain outstanding as limited liability company interests "Company Shares") of the Surviving Entity, all of which shall continue to be held indirectly by Parent. (b) Each share of common stock, par value $0.01 .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 Company Shares that are owned by the Parent or Merger Sub or Company Shares that are owned by the Company and in each case not held on behalf of third parties (collectively, "Excluded Company Common Stock to be canceled pursuant to Section 1.6(dShares")) shall be converted into the right to receive and become exchangeable for 757.772 (without interestthe "Exchange Ratio") shares of series B convertible preferred stock, subject to reduction for any applicable withholding Taxes payable in respect thereof and further subject par value $.001 per share, of the Parent (the "Parent Series B Preferred Stock"), the Certificate of Designations of which is attached hereto as Exhibit A (the "Certificate of Designations"). Notwithstanding anything elsewhere herein to the provisions contrary, the aggregate number of this Article I): (i) shares of Parent Series B Preferred Stock to be issued to each holder of Company Shares shall be rounded to the nearest whole number of shares, rounding up from 0.5. Each share of Company Common Parent Series B Preferred Stock with respect to which an election to receive cash (a “Cash Election”) has been effectively made and not revoked pursuant to Section 1.8(a) (each, a “Cash Electing Company Share”) shall be converted convertible into the right to receive $19.00 in cash such number of shares (the “Per Share Cash Election Consideration”); provided"Preferred Conversion Ratio") of common stock, howeverpar value $.001 per share, that if of Parent (the product "Parent Common Stock") as is determined in accordance with the terms of the total number Certificate of Cash Electing Company Shares multiplied by the Per Share Cash Election Consideration (such product being the “Cash Election Amount”) exceeds $641,000,000.00 (the “Maximum Cash Amount”), then each Cash Electing Company Share Designations. The Exchange Ratio shall be converted into a right to receive (A) an amount of cash (without interest) equal to the product (rounded down to the nearest two decimal places) of (I) the Per Share Cash Election Consideration and (II) a fraction, the numerator of which shall be the Maximum Cash Amount and the denominator of which shall be the Cash Election Amount (such fraction being the “Cash Fraction”) and (B) a number of validly issued, fully paid and non-assessable shares of Parent Common Stock equal to the product of (x) the Common Exchange Ratio and (y) one (1) minus the Cash Fraction. (ii) Each share of Company Common Stock with respect to which an election to receive stock consideration (a “Stock Election”) has been effectively made and not revoked pursuant to Section 1.8(a) (each, a “Stock Electing Company Share”) and each Non-Electing Company Share (as defined herein) shall be converted into 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 provided in Section 1.9) (the “Stock Election Consideration”); provided, however, that if the Maximum Cash Amount exceeds the Cash Election Amount, then each Stock Electing Company Share and each Non-Electing Company Share shall be converted into the right to receive (A) an amount of cash (without interest) equal to the amount (rounded down to the nearest two decimal places) of such excess divided by the sum of the number of Stock Electing Company Shares and the number of Non-Electing Company Shares and (B) a number of validly issued, fully paid and non-assessable shares of Parent Common Stock equal to the product of (I) the Common Exchange Ratio and (II) a fraction, the numerator of which shall be the Per Share Cash Election Consideration minus the amount calculated in clause (A) of this paragraph and the denominator of which shall be the Per Share Cash Election Consideration. (iii) 2.4. The shares of Parent Common Series B Preferred Stock to be issued and/or cash payable upon the conversion of a share of Company Common Stock issuable pursuant to this Section 1.6(b2.1(a) are shall collectively be referred to collectively as the “Common Stock Consideration” and together with the Preferred Stock Consideration, the “"Merger Consideration”. (c) All " At the Effective Time, all Company Common Shares (other than Company Common Shares to shall no longer be canceled pursuant to Section 1.6(d)) outstanding, shall be canceled and retired and shall cease to exist, and each holder of a certificate theretofore representing any Company Common Shares Share (each, a “Certificate”) or non-certificated other than Excluded 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 thereafter represent only 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. 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 the Parent, Merger Sub, the Company Sub or the holders of any of the following securitiesCompany: (a) The limited liability company interests Conversion 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 Securities. All of the Surviving Entity, all of which shall continue to be held indirectly by Parent. (b) Each share of Company's common stock, $0.001 par value $0.01 per share, of the Company share (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 the Company Common Stock to be canceled pursuant to Section 1.6(d3.1(b)) shall be converted into the right to receive at Closing, in the aggregate, 885,714 shares (without interestas such number may be adjusted pursuant to Section 3.2 and as otherwise provided in this Agreement, subject the "Merger Consideration") of issued and outstanding common stock, par value $.01 per share, of Parent ("Parent Common Stock"). The aggregate consideration payable to reduction for any applicable withholding Taxes payable in respect thereof and further each Shareholder is set forth opposite each Shareholder's name on Schedule 3.1(a), and, subject to the provisions of this Article I): (i) Each share of Company Common Stock with respect to which an election to receive cash (a “Cash Election”) has been effectively made and not revoked pursuant to Section 1.8(a) (eachthe Agreement, a “Cash Electing Company Share”) shall be converted into the right to receive $19.00 paid in cash (the “Per Share Cash Election Consideration”)full at Closing; provided, however, that if the product until satisfaction of the total number obligations of Cash Electing Company Shares multiplied by the Per Share Cash Election Consideration Company, if any, under Sections 3.2 and 10.1 hereof, the Parent shall retain in escrow an aggregate of thirty percent (such product being the “Cash Election Amount”) exceeds $641,000,000.00 (the “Maximum Cash Amount”), then each Cash Electing Company Share shall be converted into a right to receive (A) an amount of cash (without interest) equal to the product (rounded down to the nearest two decimal places30%) of the Share Equivalent Transaction Value (Ias defined in Section 3.2) the Per Share Cash Election Consideration and (II) a fraction, the numerator of which shall be the Maximum Cash Amount and the denominator of which shall be the Cash Election Amount (such fraction being the “Cash Fraction”) and (B) a number of validly issued, fully paid and non-assessable in shares of Parent Common Stock equal to the product of (x) the Common Exchange Ratio and (y) one (1) minus the Cash Fraction. (ii) Each share of Company Common Stock with respect to which an election to receive stock consideration (a “Stock Election”) has been effectively made and not revoked as such number may be adjusted pursuant to Section 1.8(a3.3 and as may be subject to forfeiture pursuant to Article X, the "Retained Shares"). A number of the Retained Shares equal to fifteen percent (15%) of the Share Equivalent Transaction Value are specifically withheld solely for purposes of satisfying any indemnity obligations which may be owed by the Shareholders pursuant to Section 10.1 hereof (each, a “Stock Electing Company Share”) and each Non-Electing Company Share (as defined herein) the "Retained Indemnity Shares"). The Retained Shares shall be converted into an amount of reduce the Parent Common Stock equal distributed to the product Shareholders at Closing on a pro-rata basis according to the percentage of one Company Common Share multiplied the total Merger Consideration being received by the Common Exchange Ratio (which Common Exchange Ratio is subject to adjustment as set forth in Section 1.9) (the “Stock Election Consideration”); provided, however, that if the Maximum Cash Amount exceeds the Cash Election Amount, then each Stock Electing Company Share and each Non-Electing Company Share Shareholder. The Retained Shares shall be converted into subsequently distributed among the right to receive (A) an amount of cash (without interest) equal to the amount (rounded down to the nearest two decimal places) of such excess divided by the sum of the number of Stock Electing Company Shares Shareholders and the number of Non-Electing Company Shares and (B) a number of validly issued, fully paid and non-assessable shares of Parent Common Stock equal to the product of (I) the Common Exchange Ratio and (II) a fraction, the numerator of which shall be the Per Share Cash Election Consideration minus the amount calculated in clause (A) of this paragraph and the denominator of which shall be the Per Share Cash Election Consideration. (iii) The shares of Parent Common Stock to be issued and/or cash payable upon the conversion of a share of Company Common Stock pursuant to this Section 1.6(b) are referred to collectively as 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); the terms of Sections 3.2 and (ii) any dividends and other distributions in accordance with Section 2.1(g)10.4 hereof. (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, Class A, $0.001 par value per share, of the Company and each share of common stock, Class B, $0.001 par value per share, of the Company (together, 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(d)]) shall, by virtue of the Merger and without any action on the part of Parentthe holder thereof, Merger Sub, be converted into the Company or right to receive approximately 0.3479 (the holders of any of the following securities: (a"Exchange Ratio") 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 indirectly by Parent. (b) Each share shares of common stock, par value $0.01 .01 per share, of Parent ("Parent Common Stock") (the aggregate number of shares of Parent Common Stock into which the outstanding Company Stock is convertible shall be 423,677 shares of Parent Common Stock and shall be referred to as the "Merger Consideration"); provided, that pursuant to Section 1.3(e), no fractional share of Parent Common Stock shall be delivered hereunder; further provided that the aggregate number of shares of Parent Common Stock into which the Company Stock is convertible shall be reduced by a number of shares (such sharesall of which shall be deducted from the number of shares of Parent Common Stock into which the shares of Company Stock owned by Davix Xxxxx xxxld otherwise be convertible), collectivelyequal to (a) the excess of the amount of loans owed by Davix Xxxxx xx the Company over the amount of loans owed by the Company to him, divided by (b) $8.00. (b) Subject to Section 1.4 hereof, following the Effective Time, the “Merger Consideration shall be delivered to those parties who are holders of Company Common Stock”, and each, a “Company Common Share”Stock (the "Selling Stockholders") issued and outstanding immediately prior to the Effective Time in exchange for certificates representing all outstanding shares of Company Stock and any other outstanding ownership interests in the Company (other than any the Company Options [as defined in Section 1.3(c)]). The Company Stockholders acknowledge and agree 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 Securities Act until a registration statement shall have been filed for the purposes of registering such Parent Common Stock under the Securities Act. As of the Effective Time, all shares of Company Common Stock shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to be canceled pursuant to Section 1.6(d)) shall be converted into exist. If, between the right to receive (without interest, subject to reduction for any applicable withholding Taxes payable in respect thereof and further subject to the provisions date of this Article I): (i) Each share of Company Common Stock with respect to which an election to receive cash (a “Cash Election”) has been effectively made Agreement and not revoked pursuant to Section 1.8(a) (each, a “Cash Electing Company Share”) shall be converted into the right to receive $19.00 in cash (the “Per Share Cash Election Consideration”); provided, however, that if the product of the total number of Cash Electing Company Shares multiplied by the Per Share Cash Election Consideration (such product being the “Cash Election Amount”) exceeds $641,000,000.00 (the “Maximum Cash Amount”), then each Cash Electing Company Share shall be converted into a right to receive (A) an amount of cash (without interest) equal to the product (rounded down to the nearest two decimal places) of (I) the Per Share Cash Election Consideration and (II) a fractionEffective Time, the numerator of which shall be the Maximum Cash Amount and the denominator of which shall be the Cash Election Amount (such fraction being the “Cash Fraction”) and (B) a number of validly issued, fully paid and non-assessable shares of Parent Common Stock equal to the product of (x) the Common Exchange Ratio and (y) one (1) minus the Cash Fraction. (ii) Each share of Company Common Stock with respect to which an election to receive stock consideration (a “Stock Election”) has been effectively made and not revoked pursuant to Section 1.8(a) (each, a “Stock Electing Company Share”) and each Non-Electing Company Share (as defined herein) shall be converted changed into an amount a different number or class of Parent Common Stock equal to the product of one Company Common Share multiplied shares by the Common Exchange Ratio (which Common Exchange Ratio is subject to adjustment as set forth in Section 1.9) (the “Stock Election Consideration”); provided, however, that if the Maximum Cash Amount exceeds the Cash Election Amount, then each Stock Electing Company Share and each Non-Electing Company Share shall be converted into the right to receive (A) an amount of cash (without interest) equal to the amount (rounded down to the nearest two decimal places) of such excess divided by the sum of the number of Stock Electing Company Shares and the number of Non-Electing Company Shares and (B) a number of validly issued, fully paid and non-assessable shares of Parent Common Stock equal to the product of (I) the Common Exchange Ratio and (II) a fraction, the numerator of which shall be the Per Share Cash Election Consideration minus the amount calculated in clause (A) of this paragraph and the denominator of which shall be the Per Share Cash Election Consideration. (iii) The shares of Parent Common Stock to be issued and/or cash payable upon the conversion reason of a share of Company Common Stock pursuant to this Section 1.6(b) are referred to collectively as 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.stock

Effect on Capital Stock. (a) At the Effective Time, by virtue of the Merger and without any action on the part of Parentthe Member, Merger Sub, the each 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 indirectly 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 (without interest, subject to reduction for any applicable withholding Taxes payable in respect thereof and further subject to the provisions of this Article I): (i) Each share of Company Common Stock with respect to which an election to receive cash (a “Cash Election”) has been effectively made and not revoked pursuant to Section 1.8(a) (each, a “Cash Electing Company Share”) shall be converted into the right to receive $19.00 in cash (the “Per Share Cash Election Consideration”); provided, however, that if the product of the total number of Cash Electing Company Shares multiplied by the Per Share Cash Election Consideration (such product being the “Cash Election Amount”) exceeds $641,000,000.00 (the “Maximum Cash Amount”), then each Cash Electing Company Share shall be converted into a right to receive (A) an amount of cash (without interest) equal to the product (rounded down to the nearest two decimal places) of (I) the Per Share Cash Election Consideration and (II) a fraction, the numerator of which shall be the Maximum Cash Amount and the denominator of which shall be the Cash Election Amount (such fraction being the “Cash Fraction”) and (B) a number of validly issued, fully paid and non-assessable shares of Parent Common Stock equal to the product of (x) the Common Exchange Ratio and (y) one (1) minus the Cash Fraction. (ii) Each share of Company Common Stock with respect to which an election to receive stock consideration (a “Stock Election”) has been effectively made and not revoked pursuant to Section 1.8(a) (each, a “Stock Electing Company Share”) and each Non-Electing Company Share (as defined herein) shall be converted into 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 1.9) (the “Stock Election Consideration”); provided, however, that if the Maximum Cash Amount exceeds the Cash Election Amount, then each Stock Electing Company Share and each Non-Electing Company Share shall be converted into the right to receive (A) an amount of cash (without interest) equal to the amount (rounded down to the nearest two decimal places) of such excess divided by the sum of the number of Stock Electing Company Shares and the number of Non-Electing Company Shares and (B) a number of validly issued, fully paid and non-assessable shares of Parent Common Stock equal to the product of (I) the Common Exchange Ratio and (II) a fraction, the numerator of which shall be the Per Share Cash Election Consideration minus the amount calculated in clause (A) of this paragraph and the denominator of which shall be the Per Share Cash Election Consideration. (iii) The shares of Parent Common Stock to be issued and/or cash payable upon the conversion of a share of Company Common Stock pursuant to this Section 1.6(b) are referred to collectively as 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”) Interest issued and outstanding immediately prior to the Effective Time shall be converted into the right to receive shares of validly issued, fully paid and non-assessable Parent Common Stock (the Preferred “Merger Consideration”) based on the following calculation computed as of the Closing Date: The total number of shares of Parent Common Stock that the Member shall be entitled to receive for Merger Consideration for the Company shall be the total of Three Million One Hundred Thousand Dollars ($3,100,000.00) less the Assumed Debt divided by $10 (the “Exchange Ratio”). Parent shall prepare an allocation of the Merger Consideration (and all other capitalized costs) among the Assets in accordance with Section 1060 of the Code and the applicable Treasury Regulations (and any similar provision of state or local law, as appropriate), which allocation shall be binding upon the Company. Parent shall deliver such allocation to the Company within 60 days after the Closing Date. Parent and the Company and their Affiliates shall report, act and file Tax Returns (including, but not limited to Internal Revenue Service Form 8594) in all respects and for all purposes consistent with such allocation by Parent. The Company shall timely and properly prepare, execute, file and deliver all such documents, forms and other information as Parent may reasonably request to prepare such allocation. Neither Parent nor the Company shall take any position (whether in audits, tax returns or otherwise) that is inconsistent with such allocation unless required to do so by applicable Law. (b) As a result of the Merger and without any action on the part of the Member, at the Effective Time, the Company Interests shall cease to be outstanding and shall be canceled and retired 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 the Member shall thereafter cease to have any rights with respect theretoto the Company Interests, except the right to receive (i) the Preferred Stock Merger Consideration upon surrender payable in respect of such certificates or book-entry sharesCompany Interests, and (ii) any cash to be paid in lieu of any fractional share of Parent Common Stock pursuant to Section 2.12. (c) At the Effective Time, by virtue of the Merger and without any action on the part of the Member, each membership interest of the Acquisition Sub issued and outstanding immediately prior to the Effective Time shall be converted into one validly issued, fully paid and nonassessable membership interest of the Surviving Corporation.

Effect on Capital Stock. (a) At the Effective Time, subject to the provisions of Article I and this Article II, each share of common stock of the Company, having no par value (“Company Common Stock”), issued and outstanding immediately prior to the Effective Time (other than shares of Company Common Stock owned by Parent or the Company or any of their respective wholly-owned Subsidiaries which for purposes of clarity shall not include any shares of Company Common Stock held in a trust established by the Company or any of its Subsidiaries), 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 indirectly by Parent. (b) Each share of common stock, par value $0.01 per share, of the Company (such shares, collectively, the “Company Merger Consideration”): (i) each Stock Election Share shall be converted into the right to receive the number of Parent Common StockShares equal to the Exchange Ratio (the “Per Share Stock Consideration”), subject to adjustment in accordance with this Section 2.1(a) and eachSection 2.1(c); (ii) each Cash Election Share shall be converted into the right to receive the Per Share Cash Consideration in cash, a without interest, subject to adjustment in accordance with this Section 2.1(a) and Section 2.1(c); and (iii) each No Election Share shall be converted into the right to receive the Per Share Stock Consideration and/or the Per Share Cash Consideration in cash, without interest, as provided in this Section 2.1(a) below, subject to adjustment in accordance with Section 2.1(c). (iv) Notwithstanding the foregoing, if: (1) the product of (A) the Cash Election Shares and (B) the Per Share Cash Consideration (such product being the “Company Common ShareElected Cash Consideration”) issued that would be paid upon conversion of the Cash Election Shares in the Merger exceeds the Available Cash Consideration, then: (A) all Stock Election Shares and outstanding immediately prior all No Election Shares shall be converted into the right to receive the Effective Time Per Share Stock Consideration; and (other than any shares of Company Common Stock to be canceled pursuant to Section 1.6(d)B) all Cash Election Shares shall be converted into the right to receive (without interest, subject to reduction for any applicable withholding Taxes payable in respect thereof and further subject to the provisions of this Article I): (i) Each share of Company Common Stock with respect to which an election to receive cash (a “Cash Election”) has been effectively made and not revoked pursuant to Section 1.8(a) (each, a “Cash Electing Company Share”) shall be converted into the right to receive $19.00 in cash (the “Per Share Cash Election Consideration”); provided, however, that if the product of the total number of Cash Electing Company Shares multiplied by the Per Share Cash Election Consideration (such product being the “Cash Election Amount”) exceeds $641,000,000.00 (the “Maximum Cash Amount”), then each Cash Electing Company Share shall be converted into a right to receive (A) an amount of cash (without interest) equal to the product (rounded down to the nearest two decimal places) of (Iw) the Per Share Cash Election Consideration and multiplied by (IIx) a fraction, the numerator of which shall be the Maximum Available Cash Amount Consideration and the denominator of which shall be the Elected Cash Election Amount Consideration (such the fraction described in this clause (x) being referred to as the “Cash Fraction”) and (Bii) a number of validly issuedParent Common Shares equal to the product of (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, fully paid then: (A) each Cash Election Share shall be converted into the right to receive the Per Share Cash Consideration; and (B) if the product of (i) the number of No Election Shares and non-assessable shares (ii) the Per Share Cash Consideration (the “No Election Value”) equals or exceeds the difference between the Available Cash Amount and the Elected Cash Consideration (the “Cash Shortfall”), then: (i) a number of No Election Shares equal to the Cash Shortfall divided by the Per Share Cash Consideration shall be converted into the Per Share Cash Consideration, with the remainder of the No Election Shares converted into the Per Share Stock Consideration; and (ii) each Stock Election Share shall be converted into the right to receive the Per Share Stock Consideration, or, alternatively; (C) if the No Election Value is less than the Cash Shortfall, then: (i) each No Election Share shall be converted into the right to receive the Per Share Cash Consideration; and (ii) each Stock Election Share shall be converted into the right to receive (i) an amount of cash (without interest) equal to (x) the difference between the Cash Shortfall and the No Election Value divided by (y) the number of Stock Election Shares and (ii) a number of Parent Common Stock Shares equal to the product of (x) the Common Exchange Ratio and (y) one (1) minus the fraction determined by dividing the amount of cash determined pursuant to the preceding clause (i) by the Per Share Cash FractionConsideration. (ii3) Each share of Company Common Stock with respect to which an election to receive stock consideration the Elected Cash Consideration equals the Available Cash Consideration, then: (a “Stock Election”A) has been effectively made and not revoked pursuant to Section 1.8(a) (each, a “Stock Electing Company Share”) and each Non-Electing Company Share (as defined herein) shall be converted into 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 1.9) (the “Stock Election Consideration”); provided, however, that if the Maximum Cash Amount exceeds the Cash Election Amount, then each Stock Electing Company Share and each Non-Electing Company Share shall be converted into the right to receive the Per Share Cash Consideration; and (B) each Stock Election Share and No Election Share shall be converted into the right to receive the Per Share Stock Consideration. (v) Notwithstanding the definition of Available Cash Consideration, Parent 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 plus the product of (A) an amount of cash (without interest) equal to the amount (rounded down to the nearest two decimal places) of such excess divided by the sum of the number of Stock Electing Company Shares and the number of Non-Electing Company No Election Shares and (B) a number of validly issued, fully paid and non-assessable shares of Parent Common Stock equal to the product of (I) the Common Exchange Ratio and (II) a fraction, the numerator of which shall be the Per Share Cash Election Consideration; provided that Parent may not increase the Available Cash Consideration minus to an amount that, in the amount calculated reasonable opinion of counsel to Parent and counsel to the Company, would cause such counsel to be unable to render the opinions described in clause (ASection 6.2(c) of this paragraph and the denominator of which shall be the Per Share Cash Election ConsiderationSection 6.3(c), respectively. (iiivi) The shares If the aggregate number of Parent Common Stock Shares to be issued and/or cash payable upon the conversion of a share of Company Common Stock pursuant to this Section 1.6(b2.1(a) are referred would exceed 19.9% of the Parent Common Shares outstanding immediately prior to collectively as the Effective Time (the “Common Stock Consideration” and together with Maximum Share Amount”), then appropriate adjustments shall be made to the Preferred Stock Consideration, Merger Consideration to be paid or issued pursuant thereto such that (1) the “Merger Consideration”. (c) All Company aggregate number of Parent Common Shares (other than Company included in the Merger Consideration is reduced to the extent required such that the aggregate number of Parent Common Shares to be canceled so issued does not exceed the Maximum Share Amount and (2) the aggregate amount of cash consideration included in the Merger Consideration is increased by an amount equal to the Average Parent Share Price multiplied by the number of Parent Common Shares so reduced (the “Additional Cash Consideration”), provided, however, that the Additional Cash Consideration shall not exceed the amount that would, in the reasonable opinion of counsel to Parent and counsel to the Company, cause such counsel to be unable to render the opinions described in Section 6.2(c) and Section 6.3(c), respectively. (b) From and after the Effective Time, the Company Common Stock converted into the Merger Consideration pursuant to Section 1.6(d)) this Article II shall no longer remain outstanding and shall automatically be canceled cancelled 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 (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)2.1, 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)2.3(f) and (iii) any cash to be paid in lieu of any fractional Parent Common Share in accordance with Section 2.4. (c) If at any time during the period between the date of this Agreement and the Effective Time, any change in the outstanding common stock of Parent or the outstanding common stock of the Company shall occur by reason of any reclassification, recapitalization, stock split or combination, exchange, merger, consolidation or readjustment of shares, or any stock dividend thereon with a record date during such period, or any similar transaction or event, 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 Company Common Stock the same economic effect as contemplated by this Agreement prior to such event. (d) Each At the Effective Time, (i) all shares of Company Common Share Stock that are owned by Parent or Merger Subthe Company (the “Cancelled Shares”) shall be automatically cancelled and shall cease to exist and no Securities of Parent, cash or other consideration shall be delivered in exchange therefore and (ii) all shares of Company Common Stock that are owned by any direct or indirect wholly-owned 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 Parent or 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 a number of Parent Common Shares equal to 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 sharesExchange Ratio.

Effect on Capital Stock. At As of the Effective Time, by virtue of the Merger Merger, and without any action on the part of the Parent, Merger Sub, the Company or the holders of any holder of the following securities:Company's capital stock (a "Stockholder"): (a) The limited liability company interests Conversion of Merger Sub issued and outstanding immediately prior to the Effective Time, all Certain Company Capital Stock. Other than (i) 339,846 shares of which shall be Company Common Stock held by ParentInfotech and (ii) Dissenting Shares, shall remain outstanding as limited liability company interests of the Surviving Entity, all of which shall continue to be held indirectly by Parent. (b) Each each share of common stockCompany Common Stock, Series A Preferred Stock, $.01 par value $0.01 per share, share of the Company (such shares"Series A Preferred Stock"), collectivelyand Series B Preferred Stock, $.01 par value per share ("Series B Preferred Stock", together with the Series A Preferred Stock, the “"Company Preferred Stock", and collectively with the Company Common Stock and Series A Preferred Stock”, and each, a “Company Common Share”the "Shares") 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 will be converted into the right to receive an aggregate of Seven Hundred Thirty Thousand (without interest, subject to reduction for any applicable withholding Taxes payable in respect thereof and further subject to the provisions of this Article I): (i730,000) Each share of Company Common Stock with respect to which an election to receive cash (a “Cash Election”) has been effectively made and not revoked pursuant to Section 1.8(a) (each, a “Cash Electing Company Share”) shall be converted into the right to receive $19.00 in cash (the “Per Share Cash Election Consideration”); provided, however, that if the product of the total number of Cash Electing Company Shares multiplied by the Per Share Cash Election Consideration (such product being the “Cash Election Amount”) exceeds $641,000,000.00 (the “Maximum Cash Amount”), then each Cash Electing Company Share shall be converted into a right to receive (A) an amount of cash (without interest) equal to the product (rounded down to the nearest two decimal places) of (I) the Per Share Cash Election Consideration and (II) a fraction, the numerator of which shall be the Maximum Cash Amount and the denominator of which shall be the Cash Election Amount (such fraction being the “Cash Fraction”) and (B) a number of validly issued, fully paid and non-assessable shares of Parent Common Stock equal to (the product of (x) the Common Exchange Ratio and (y) one (1) minus the Cash Fraction."Parent Stock Consideration"). The total Parent Stock Consideration shall be payable as follows: (iii) Each share A total of Company Common Stock with respect to which an election to receive stock consideration (a “Stock Election”) has been effectively made and not revoked pursuant to Section 1.8(a) (each, a “Stock Electing Company Share”) and each Non-Electing Company Share (as defined herein) shall be converted into 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 1.9) (the “Stock Election Consideration”); provided, however, that if the Maximum Cash Amount exceeds the Cash Election Amount, then each Stock Electing Company Share and each Non-Electing Company Share shall be converted into the right to receive (A) an amount of cash (without interest) equal to the amount (rounded down to the nearest two decimal places) of such excess divided by the sum of the number of Stock Electing Company Shares and the number of Non-Electing Company Shares and (B) a number of validly issued, fully paid and non-assessable 833 shares of Parent Common Stock equal shall be issued to the product holders of (I) the Common Exchange Ratio and (II) a fraction, the numerator of which shall be the Per Share Cash Election Consideration minus the amount calculated in clause (A) of this paragraph and the denominator of which shall be the Per Share Cash Election Consideration.Company's Series A Preferred Stock; (iiiii) The A total of 233,333 shares of Parent Common Stock to shall be issued and/or cash payable upon to the conversion holders of a share the Company's Series B Preferred Stock; and (iii) A total of 495,834 shares of Parent Common Stock shall be issued to the holders of the Company Common Stock pursuant to this Section 1.6(b) are referred to collectively as 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(das provided in clause (b) below for the Infotech Shares)) . Such distribution of the Parent Stock Consideration shall be canceled and shall cease to exist, and each holder adjusted among the classes 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 capital stock of the Effective Time and no consideration shall be paid Company as appropriate to reflect any changes in exchange therefor. (e) Each share of 6.125% Series C Cumulative Redeemable Preferred Stock, par value $0.01 per share, capitalization of the Company (such shares, collectively, including any changes due to the “Company Preferred Stock”, and each, a “Company Preferred Share”, and exercise of options or other convertible securities of the Company Preferred Shares collectively with the Company Common Shares, the “Company Shares”Company) issued and outstanding immediately prior to the Effective Time shall be converted into the Initial Closing. The Company hereby waives any 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 first refusal or non-certificated Company Preferred Shares represented by book-entry shall cease to have any rights purchase with respect thereto, except to the right to receive Shares in connection with the Preferred Stock Consideration upon surrender of such certificates or book-entry sharestransactions contemplated by this Agreement.

Effect on Capital Stock. (a) At the Effective Time, Time by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company Shareholder 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 TimeHDS, 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 indirectly 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 HDS’ Common Stock to be canceled pursuant to Section 1.6(d)) shall be converted into the right to receive (without interest, subject to reduction for any applicable withholding Taxes payable in respect thereof and further subject to the provisions of this Article I): (i) Each share of Company Common Stock with respect to which an election to receive cash (a “Cash Election”) has been effectively made and not revoked pursuant to Section 1.8(a) (each, a “Cash Electing Company Share”) shall be converted into the right to receive $19.00 in cash (the “Per Share Cash Election Consideration”); provided, however, that if the product of the total number of Cash Electing Company Shares multiplied by the Per Share Cash Election Consideration (such product being the “Cash Election Amount”) exceeds $641,000,000.00 (the “Maximum Cash Amount”), then each Cash Electing Company Share shall be converted into a right to receive (A) an amount of cash (without interest) equal to the product (rounded down to the nearest two decimal places) of (I) the Per Share Cash Election Consideration and (II) a fraction, the numerator of which shall be the Maximum Cash Amount and the denominator of which shall be the Cash Election Amount (such fraction being the “Cash Fraction”) and (B) a number of validly issued, fully paid and non-assessable shares of Parent Common Stock equal to the product of (x) the Common Exchange Ratio and (y) one (1) minus the Cash Fraction. (ii) Each share of Company Common Stock with respect to which an election to receive stock consideration (a “Stock Election”) has been effectively made and not revoked pursuant to Section 1.8(a) (each, a “Stock Electing Company Share”) and each Non-Electing Company Share (as defined herein) shall be converted into 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 1.9) (the “Stock Election Consideration”); provided, however, that if the Maximum Cash Amount exceeds the Cash Election Amount, then each Stock Electing Company Share and each Non-Electing Company Share shall be converted into the right to receive (A) an amount of cash (without interest) equal to the amount (rounded down to the nearest two decimal places) of such excess divided by the sum of the number of Stock Electing Company Shares and the number of Non-Electing Company Shares and (B) a number of validly issued, fully paid and non-assessable shares of Parent Common Stock equal to the product of (I) the Common Exchange Ratio and (II) a fraction, the numerator of which shall be the Per Share Cash Election Consideration minus the amount calculated in clause (A) of this paragraph and the denominator of which shall be the Per Share Cash Election Consideration. (iii) The shares of Parent Common Stock to be issued and/or cash payable upon the conversion of a share of Company Common Stock pursuant to this Section 1.6(b) are referred to collectively as 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 (“Merger Consideration”) the right to receive (1) Two Million Fifty Thousand One Hundred Seven and 87/100 Dollars ($2,050,107.87), minus the Preferred amount of the Transaction Fees, to be paid to Shareholder by wire transfer; (2) Sixty One Thousand Eight Hundred Forty Three (61,843) shares of TOG Stock, and (3) a subordinated promissory note in the principal amount of One Million and No/100 Dollars ($1,000,000.00) which bears interest at the rate of eight and one-quarter percent (8.25%) per annum, in the form attached hereto as Exhibit 2.7 (the “Subordinated Promissory Note”), which promissory note shall have principal payments of $250,000 on April 1, 2007, $500,000 on October 1, 2007, and $250,000 on April 1, 2008. The Subordinated Promissory Note shall be secured by a subordinated security interest in all of the Acquired Companies’ assets and a negative pledge by TOG of TOG’s equity interest in Buyer and by Buyer of Buyer’s equity interest in CIS, SPC, and ISFR (the Subordinated Promissory Note and subordinated security interest shall be subordinate to all existing and future bank debt or other similar financings other than following a continuing default by TOG under such Subordinated Promissory Note, in which case TOG shall not enter into any further priority debt without the consent of Shareholder) and which subordinated promissory note shall be paid in full upon an IPO of TOG. The Merger Consideration shall be paid, without interest, to Shareholder upon the surrender to Buyer of Shareholder’s certificates for shares of HDS. (b) As a result of the Merger and without any action on the part of HDS, at the Effective Time, all shares of HDS Common Stock Consideration and held by HDS as treasury stock shall be canceled and retired and shall cease to exist. (c) Each share of common stock of Buyer issued and outstanding immediately prior to the Effective Time shall be converted into one validly issued, fully paid and each holder nonassessable share of a certificate theretofore representing common stock of the Surviving Corporation and shall constitute the only issued and outstanding shares of the Surviving Corporation. (d) Shareholder hereby approves the Merger and this Agreement and votes his Shares in favor thereof, hereby and thereby waiving 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 dissent pursuant to the Preferred Stock Consideration upon surrender of such certificates or book-entry sharesOGCL.

Effect on Capital Stock. Subject to the provisions of this Agreement: (a) At the Effective TimeTime (and, for the avoidance of doubt, following the consummation of the Domestication), by virtue of the First 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: (a) The limited liability company interests of Merger Sub issued terms and outstanding immediately prior to the Effective Timeconditions set forth herein, 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 indirectly 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”, Stock and each, a “each share of 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 be converted into the right to receive (without interest, subject to reduction for any applicable withholding Taxes payable in respect thereof and further subject to the provisions of this Article I):following: (i) Each if the holder of such share of Company Common Stock with respect to which an makes a proper election to receive cash pursuant to ‎Section 3.06 by the Election Time (a “Cash Election”) with respect to such share, which election has not been effectively made and not revoked pursuant to Section 1.8(a) ‎Section 3.06 (eacheach such share, a “Cash Electing Company Share”) shall be converted into the right to receive $19.00 ), an amount in cash (for such Cash Electing Share, without interest, equal to the “Per Share Cash Election Consideration”); providedMerger Consideration Value, however, except that if (x) the product sum of the total aggregate number of Dissenting Shares and the aggregate number of Cash Electing Company Shares multiplied by (y) the Per Share Cash Election Merger Consideration Value (such product being product, the “Aggregate Cash Election Amount”) ), exceeds $641,000,000.00 (the “Maximum Available Cash Amount”)Consideration, then each Cash Electing Company Share shall be converted into a right to receive (A) an amount of cash (without interest) equal to the product (rounded down to the nearest two decimal places) of (I) the Per Share Cash Election Consideration and (II) a fraction, the numerator of which shall be the Maximum Cash Amount and the denominator of which shall be the Cash Election Amount (such fraction being the “Cash Fraction”) and (B) a number of validly issued, fully paid and non-assessable shares of Parent Common Stock equal to the product of (x) the Common Exchange Ratio and (y) one (1) minus the Cash Fraction. (ii) Each share of Company Common Stock with respect to which an election to receive stock consideration (a “Stock Election”) has been effectively made and not revoked pursuant to Section 1.8(a) (each, a “Stock Electing Company Share”) and each Non-Electing Company Share (as defined herein) shall be converted into 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 1.9) (the “Stock Election Consideration”); provided, however, that if the Maximum Cash Amount exceeds the Cash Election Amount, then each Stock Electing Company Share and each Non-Electing Company Share shall be converted into the right to receive (A) an amount of cash (in cash, without interest) equal to the amount (rounded down to the nearest two decimal places) of such excess divided by the sum of the number of Stock Electing Company Shares and the number of Non-Electing Company Shares and (B) a number of validly issued, fully paid and non-assessable shares of Parent Common Stock equal to the product of (I1) the Common Exchange Ratio Per Share Merger Consideration Value and (II2) a fraction, the numerator of which shall be the Per Share Available Cash Election Consideration minus the amount calculated in clause (A) of this paragraph and the denominator of which shall be the Aggregate Cash Election Amount (such fraction, the “Cash Fraction”) and (B) an amount of Per Share Stock Consideration multiplied by one minus the Cash Fraction; provided, that no Company Stockholder (taken together with its Affiliates) may make a Cash Election on more than fifteen percent (15%) of the shares of Company Capital Stock held by such Company Stockholder and its Affiliates; (ii) if the holder of such share makes a proper election to receive shares of PubCo Common Stock (a “Stock Election”) with respect to such share, which election has not been revoked pursuant to ‎Section 3.06, or the holder of such share fails to make a Cash Election or Stock Election with respect to such share in accordance with the procedures set forth on ‎Section 3.06 by the Election Time (each such share, a “Stock Electing Share”), the applicable Per Share Stock Consideration.; and (iii) The the contingent right to receive the applicable Earnout Pro Rata Portion of Earnout Shares (which may be zero (0)) following the Closing in accordance with ‎Section 3.08 (the aggregate amounts of consideration allocated pursuant to this ‎Section 3.05(a), collectively, the “Company Stockholder Consideration,” the amount of cash thereof, the “Company Stockholder Cash Consideration” and the amount of shares of Parent PubCo Common Stock to be issued and/or cash payable upon thereof, excluding the conversion Earnout Shares, the “Company Stockholder Stock Consideration”). All of a share the shares of Company Common Stock pursuant converted into the right to receive consideration as described in this Section 1.6(b) are referred to collectively as 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)‎Section 3.05(a) 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 3.05(a) the into which such share of Company Common Stock Consideration upon surrender shall have been converted into in the First Merger. All of the shares of Company Preferred Stock converted into the right to receive consideration described in this ‎Section 3.05(a) 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 Certificates or Book-Entry Shares securities, except the right to receive the applicable consideration described in accordance with Section 2.1(c), without interest (subject to any applicable withholding Tax specified this ‎Section 3.05(a) into which such share of Company Preferred Stock shall have been converted into in Section 2.2); and (ii) any dividends and other distributions in accordance with Section 2.1(g)the First Merger. (db) Each Company Common Share owned At the Effective Time, by Parent or virtue of the First Merger Sub, or owned by and without any direct or indirect Subsidiary action on the part of any such Personholder thereof, each share of Company Capital Stock held in each case the treasury of the Company immediately prior to the Effective Time shall be cancelled and no payment or distribution shall be made with respect thereto; (c) At the Effective Time, shall automatically be canceled and retired and cease to exist as by virtue of the Effective Time First 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 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”) First Merger Sub issued and outstanding immediately prior to the Effective Time shall no longer be outstanding and shall thereupon be converted into and become an equal number of validly issued fully paid and non-assessable shares of common stock of the right Surviving Corporation and all such shares shall constitute the only outstanding shares of capital stock of the Surviving Corporation as of immediately following the Effective Time; and (d) At the Second Effective Time, by virtue of the Second Merger and without any action on the part of any holder thereof, each share of common stock of the Surviving Corporation issued and outstanding immediately prior to receive the Preferred Stock Consideration Second Effective Time shall no longer be outstanding and shall thereupon be canceled converted into and cease to exist, become an equal number of validly issued fully paid and each holder of a certificate theretofore representing any Company Preferred Shares or non-certificated Company Preferred Shares represented by book-entry assessable membership interests of the Surviving Entity and shall cease to have any rights with respect thereto, except constitute the right to receive only outstanding equity of the Preferred Stock Consideration upon surrender Surviving Entity as of such certificates or book-entry sharesimmediately following the Second Effective Time.

Effect on Capital Stock. At On the terms and subject to the conditions set forth in the Merger Agreement, 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 : • each Share that is outstanding immediately prior to the Effective TimeTime (excluding (a) Canceled Shares, all (b) Accepted Shares, (c) Dissenting Shares and (d) any Shares subject to Company Restricted ​ TABLE OF CONTENTS Share Awards (each as defined below)) will be canceled and extinguished and automatically converted into the right to receive the Offer Price (which we refer to as the “Merger Consideration”), without interest and less any applicable withholding taxes, on compliance with the applicable procedures set forth in the Merger Agreement with respect to the book-entry transfer of which shall be held Shares; • each Share (a) owned by Parent, shall remain outstanding Merger Sub or the Company (or held in the Company’s treasury), or by any direct or indirect wholly owned subsidiary of Parent, Merger Sub or the Company, in each case, immediately prior to the Effective Time (which we refer to as limited liability company interests of the Surviving Entity, all of which shall continue to be held indirectly by Parent. “Canceled Shares”) or (b) Each irrevocably accepted for payment pursuant to the Offer (which we refer to as the “Accepted Shares”), will, in each case, be canceled and extinguished without any conversion thereof or consideration paid therefore by virtue of the Merger; and ​ • 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 Merger Sub that is 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 will be converted into the right to receive (without interest, subject to reduction for any applicable withholding Taxes payable in respect thereof and further subject to the provisions of this Article I): (i) Each share of Company Common Stock with respect to which an election to receive cash (a “Cash Election”) has been effectively made and not revoked pursuant to Section 1.8(a) (each, a “Cash Electing Company Share”) shall be converted into the right to receive $19.00 in cash (the “Per Share Cash Election Consideration”); provided, however, that if the product of the total number of Cash Electing Company Shares multiplied by the Per Share Cash Election Consideration (such product being the “Cash Election Amount”) exceeds $641,000,000.00 (the “Maximum Cash Amount”), then each Cash Electing Company Share shall be converted into a right to receive (A) an amount of cash (without interest) equal to the product (rounded down to the nearest two decimal places) of (I) the Per Share Cash Election Consideration and (II) a fraction, the numerator of which shall be the Maximum Cash Amount and the denominator of which shall be the Cash Election Amount (such fraction being the “Cash Fraction”) and (B) a number of become one validly issued, fully paid and non-assessable shares of Parent Common Stock equal to the product of (x) the Common Exchange Ratio and (y) one (1) minus the Cash Fraction. (ii) Each nonassessable share of common stock of the Surviving Corporation. ​ Shares held by Company Common Stock stockholders (or held in a voting trust or by a nominee on behalf of a beneficial owner who beneficially owns such Shares) who are entitled to demand and who have properly and validly demanded their statutory rights of appraisal in respect of these Shares in compliance in all respects with respect to which an election to receive stock consideration Section 262 of the DGCL (a “Stock ElectionDissenting Shares”) has been effectively made and will not revoked pursuant to Section 1.8(a) (each, a “Stock Electing Company Share”) and each Non-Electing Company Share (as defined herein) shall be converted into 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 1.9) (the “Stock Election Consideration”); provided, however, that if the Maximum Cash Amount exceeds the Cash Election Amount, then each Stock Electing Company Share and each Non-Electing Company Share shall be converted into the right to receive (A) an amount of cash (without interest) equal to the amount (rounded down to the nearest two decimal places) of such excess divided by the sum of the number of Stock Electing Company Shares and the number of Non-Electing Company Shares and (B) a number of validly issued, fully paid and non-assessable shares of Parent Common Stock equal to the product of (I) the Common Exchange Ratio and (II) a fraction, the numerator of which shall be the Per Share Cash Election Consideration minus the amount calculated in clause (A) of this paragraph and the denominator of which shall be the Per Share Cash Election Consideration. (iii) The shares of Parent Common Stock to be issued and/or cash payable upon the conversion of a share of Company Common Stock pursuant to this Section 1.6(b) are referred to collectively as 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 represent the right to receive the Preferred Stock Consideration and shall Merger Consideration, but will be automatically canceled and cease extinguished and instead will be entitled to existreceive an amount as may be determined pursuant to Section 262 of the DGCL. However, and each holder of all Dissenting Shares that are held by Company stockholders (or beneficially owned by a certificate theretofore representing any Company Preferred Shares or non-certificated Company Preferred Shares represented by book-entry shall cease to have any rights beneficial owner that made an appraisal demand with respect thereto) who have failed to properly and validly demand or who have effectively withdrawn or otherwise lost or forfeited their rights to appraisal of these Dissenting Shares under Section 262 of the DGCL will no longer be considered to be Dissenting Shares and will be deemed to have been converted into, except as of the Effective Time, the right to receive the Preferred Stock Consideration upon surrender of such certificates or book-entry sharesMerger Consideration, without interest and subject to any required withholding tax, on the terms and conditions set forth in the Merger Agreement.

Effect on Capital Stock. At the Effective Time, subject to Section 3.3 below, by virtue of the Merger and without any action on the part of Parentthe Company, Merger Sub, the Company Parent or the holders of any shares of capital stock of the following securitiesCompany or any shares of capital stock of Merger Sub: (a) The limited liability company interests Each share of the capital stock of Merger Sub issued and outstanding immediately prior to the Effective Time, all Time will be converted into and become one fully paid and nonassessable share 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 indirectly by ParentCorporation. (b) Each share of common stock, par value $0.01 per share, Company Common Stock and Company Preferred Stock that is owned by the Company or by any wholly owned subsidiary of the Company and each share of Company Common Stock and Company Preferred Stock that is owned by Parent, Merger Sub or any other subsidiary of Parent immediately prior to the Effective Time will automatically be canceled without any conversion thereof and no consideration will be delivered with respect thereto. (c) Except for shares to be canceled in accordance with Section 3.1(b) and except for Dissenting Shares (as defined below), (1) each share of Company Preferred Stock issued and outstanding as of the Effective Time (all such shares, collectivelythe “Preferred Shares”) will be converted into the right to receive (in addition to the amount provided for in subpart (2) of this sentence) $0.66 in cash, as a preferential payment, and (2) each share of Company Common Stock issued and outstanding as of the Effective Time (all such shares, the “Company Common StockShares”) and the Preferred Shares, on an as-if-converted basis, will be cancelled and extinguished automatically and will be converted into the right to receive in cash (A) the Per Share Amount, less any required withholding taxes, upon surrender of the certificate formerly representing such Common Shares and Preferred Shares in accordance with Section 3.4 (the “Closing Date Merger Consideration”) and (B) such holder’s Proportionate Share of the Post-Closing Merger Consideration, if any. The “Per Share Amount” shall be determined by dividing (x) $10,000,000 minus (i) $2,219,999.76 (the aggregate payment to the holders of the Preferred Shares pursuant to Section 3.1(c)(1) above), (ii) the Estimated Adjustment Amount, (iii) the Escrow Amount, (iv) the Deposit, (v) the Tail Insurance Premium, (vi) the Stockholder Defense Amount, and each(vii) the aggregate amount of the Option Termination Payments, a “Company by (y) the aggregate number of Preferred Shares, on an as-if-converted basis, Common Share”Shares and the Dissenting Shares. (d) issued and The holders of such certificates previously representing the Common Shares or Preferred Shares 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 (without interest, subject to reduction for any applicable withholding Taxes payable in respect thereof and further subject to the provisions of this Article I): (i) Each share of Company Common Stock with respect to which an election to receive cash (a “Cash ElectionStockholders”) has been effectively made and not revoked pursuant to Section 1.8(a) (each, a “Cash Electing Company Share”) shall be converted into the right to receive $19.00 in cash (the “Per Share Cash Election Consideration”); provided, however, that if the product of the total number of Cash Electing Company Shares multiplied by the Per Share Cash Election Consideration (such product being the “Cash Election Amount”) exceeds $641,000,000.00 (the “Maximum Cash Amount”), then each Cash Electing Company Share shall be converted into a right to receive (A) an amount of cash (without interest) equal to the product (rounded down to the nearest two decimal places) of (I) the Per Share Cash Election Consideration and (II) a fraction, the numerator of which shall be the Maximum Cash Amount and the denominator of which shall be the Cash Election Amount (such fraction being the “Cash Fraction”) and (B) a number of validly issued, fully paid and non-assessable shares of Parent Common Stock equal to the product of (x) the Common Exchange Ratio and (y) one (1) minus the Cash Fraction. (ii) Each share of Company Common Stock with respect to which an election to receive stock consideration (a “Stock Election”) has been effectively made and not revoked pursuant to Section 1.8(a) (each, a “Stock Electing Company Share”) and each Non-Electing Company Share (as defined herein) shall be converted into 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 1.9) (the “Stock Election Consideration”); provided, however, that if the Maximum Cash Amount exceeds the Cash Election Amount, then each Stock Electing Company Share and each Non-Electing Company Share shall be converted into the right to receive (A) an amount of cash (without interest) equal to the amount (rounded down to the nearest two decimal places) of such excess divided by the sum of the number of Stock Electing Company Shares and the number of Non-Electing Company Shares and (B) a number of validly issued, fully paid and non-assessable shares of Parent Common Stock equal to the product of (I) the Common Exchange Ratio and (II) a fraction, the numerator of which shall be the Per Share Cash Election Consideration minus the amount calculated in clause (A) of this paragraph and the denominator of which shall be the Per Share Cash Election Consideration. (iii) The shares of Parent Common Stock to be issued and/or cash payable upon the conversion of a share of Company Common Stock pursuant to this Section 1.6(b) are referred to collectively as 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 will cease to have any rights with respect theretoto such Common Shares or Preferred Shares, except the right to receive (i) the Common Stock Consideration upon surrender as applicable, as 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 except as of the Effective Time and no consideration shall be paid otherwise provided 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 this Agreement or by applicable law. Such certificates previously representing Common Shares or Preferred Shares collectively with will be exchanged for the Company Common SharesClosing Date Merger Consideration, without interest, upon 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 sharesin accordance with the provisions of Section 3.5.

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 Person, each share of Company Capital Stock that is issued and outstanding immediately prior to the Effective Time (including any share of Company Capital Stock subject to a right of repurchase or risk of forfeiture, in either case in favor of the Company (each, a share of “Company Restricted Stock,” and each share of Company Restricted Stock converted pursuant to this Section 2.3(a), a share of “Rollover Restricted Stock”), but excluding any Company Dissenting Shares and shares of Company Capital Stock to be cancelled pursuant to Section 2.3(c)), shall thereupon be converted into, and the holder of such share of Company Capital Stock shall be entitled to, the right to receive (1) a number of shares of Parent Class A Common Stock (or, solely with respect to the Company High Vote Stock, such number of shares of Parent Class V Common Stock (but not Parent Class A Common Stock)) equal to the Per Share Exchange Amount, (2) a number of Parent Warrants equal to the Warrant Exchange Amount, (3) a number of Earn Out Shares equal to the Earn Out Exchange Amount, with (i) one third of such Earn Out Shares designated as “$15 Earn Out Shares” and subject to the vesting and forfeiture conditions provided for in Section 2.10(b)(i), (ii) an additional one third of such Earn Out Shares designated as “$17.50 Earn Out Shares” subject to the vesting and forfeiture conditions provided for in Section 2.10(b)(ii), and (iii) the remaining one third of such Earn Out Shares designated as “$20 Earn Out Shares” subject to the vesting and forfeiture conditions provided for in Section 2.10(b)(iii) (collectively, the “Per Share Merger SubConsideration”), in each case, payable without interest, to the applicable Company Stockholder in accordance with Section 2.4, Section 2.5, Section 2.6 and Section 2.10; (b) all of the shares of Company Capital Stock converted into the right to receive the Per Share Merger Consideration pursuant to this Section 2.3 shall no longer be outstanding and shall cease to exist, and each holder of Company Capital 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 Capital 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 Company Capital Stock held in the treasury of the Company or by Parent or Merger Sub immediately prior to the holders Effective Time shall be cancelled without any conversion thereof and no payment or distribution shall be made with respect thereto; (d) 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 $0.0001 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 indirectly by Parent. (b) Each converted into and become one validly issued fully paid and non-assessable share of common stock, par value $0.01 0.000001 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 (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 (without interest, subject to reduction for any applicable withholding Taxes payable in respect thereof and further subject to the provisions of this Article I):Time; and (ie) Each share of Company Common Stock with respect to which an election to receive cash (a “Cash Election”) has been effectively made and not revoked pursuant to Section 1.8(a) (each, a “Cash Electing Company Share”) shall be converted into the right to receive $19.00 in cash (the “Per Share Cash Election Consideration”); provided, however, that if the product of the total number of Cash Electing Company Shares multiplied by the Per Share Cash Election Consideration (such product being the “Cash Election Amount”) exceeds $641,000,000.00 (the “Maximum Cash Amount”), then each Cash Electing Company Share shall be converted into a right to receive (A) an amount of cash (without interest) equal to the product (rounded down to the nearest two decimal places) of (I) the Per Share Cash Election Consideration and (II) a fraction, the numerator of which shall be the Maximum Cash Amount and the denominator of which shall be the Cash Election Amount (such fraction being the “Cash Fraction”) and (B) a number of validly issued, fully paid and non-assessable shares of Parent Common Stock equal to the product of (x) the Common Exchange Ratio and (y) one (1) minus the Cash Fraction. (ii) Each share of Company Common Stock with respect to which an election to receive stock consideration (a “Stock Election”) has been effectively made and not revoked pursuant to Section 1.8(a) (each, a “Stock Electing Company Share”) and each Non-Electing Company Share (as defined herein) shall be converted into 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 1.9) (the “Stock Election Consideration”); provided, however, that if the Maximum Cash Amount exceeds the Cash Election Amount, then each Stock Electing Company Share and each Non-Electing Company Share shall be converted into the right to receive (A) an amount of cash (without interest) equal to the amount (rounded down to the nearest two decimal places) of such excess divided by the sum of the number of Stock Electing Company Shares and the number of Non-Electing Company Shares and (B) a number of validly issued, fully paid and non-assessable shares of Parent Common Stock equal to the product of (I) the Common Exchange Ratio and (II) a fraction, the numerator of which shall be the Per Share Cash Election Consideration minus the amount calculated in clause (A) of this paragraph and the denominator of which shall be the Per Share Cash Election Consideration. (iii) The shares of Parent Common Stock to be issued and/or cash payable upon the conversion of a share of Company Common Stock pursuant to this Section 1.6(b) are referred to collectively as 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 at the Effective Time, shall automatically be canceled and retired and cease to exist as any right of repurchase or forfeiture condition, in either case in favor of the Company, applicable to Company Restricted Stock shall, without any further action or consent, be automatically assigned to Parent. Following the Effective Time Time, each share of Rollover Restricted Stock shall remain subject to the terms and no consideration conditions of the Stock Plan (if applicable) and to the award agreement evidencing such former Company Restricted Stock (including the term and vesting schedule), subject to such adjustments as reasonably determined by the Company’s Board of Directors (or, following the Effective Time, the Parent Board or a committee thereof administering the Stock Plan) to be necessary or appropriate to give effect to the conversion or the transactions contemplated by this Agreement (including the imposition on Earn Out Shares of the vesting and forfeiture conditions described in Section 2.10). In addition, and for clarity, each Earn Out Share issued in respect of Company Restricted Stock shall be paid in exchange therefor. (e) Each share of 6.125% Series C Cumulative Redeemable Preferred Stock, par value $0.01 per share, subject to the terms and conditions of the Company Stock Plan (such shares, collectively, the “Company Preferred Stock”, if applicable) 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 award agreement evidencing such former Company Restricted Stock (including the right term and vesting schedule), in addition to receive the Preferred Stock Consideration vesting 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 sharesforfeiture conditions described in Section 2.10.

Effect on Capital Stock. At On the terms and subject to the conditions set forth in this Agreement, at the Effective Time, by virtue of the Merger and without any action on the part of Parent, Company, Spinco, Merger Sub, the Company or the holders of any of the following securities, the following shall 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 indirectly by ParentSpinco Common Stock. (bi) Each share of common stock, par value $0.01 per share, Spinco Common Stock to which a pre-Redemption holder of record of shares of HDD Common Stock became entitled 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 Redemption (other than any shares of Company Spinco Common Stock to be canceled pursuant to Section 1.6(d)2.7(a)(ii) hereof) shall be canceled and extinguished and automatically converted (subject to Sections 2.7(a)(iii) and Section 2.7(a)(iv) hereof) into the right to receive 1.52 (without interest, subject to reduction for any applicable withholding Taxes payable in respect thereof and further subject to the provisions of this Article I): (i"Exchange Ratio") Each share shares of Company Common Stock with respect to which Stock, upon the surrender of the applicable Certificate in the manner provided in Section 2.8 hereof (or, in the case of a lost, stolen or destroyed Certificate, upon delivery of an election to receive cash affidavit (a “Cash Election”and bond, if required) has been effectively made and not revoked pursuant to in the manner provided in Section 1.8(a) (each, a “Cash Electing Company Share”) shall be converted into the right to receive $19.00 in cash (the “Per Share Cash Election Consideration”2.10 hereof); provided, however, that if the product Company, may, by written notice given to Parent at any time prior to the Effective Time, increase the Exchange Ratio to the extent that it determines such increase to be necessary or advisable in order to have reasonable assurance that the shares of Company Common Stock to be issued in the Merger will, in the aggregate, represent at least 50.1%, and in the Board's sole discretion up to not more than 51%, of the total number combined voting power of Cash Electing Company Shares multiplied by the Per Share Cash Election Consideration (such product being the “Cash Election Amount”) exceeds $641,000,000.00 (the “Maximum Cash Amount”), then each Cash Electing Company Share shall be converted into a right to receive (A) an amount of cash (without interest) equal to the product (rounded down to the nearest two decimal places) of (I) the Per Share Cash Election Consideration and (II) a fraction, the numerator of which shall be the Maximum Cash Amount and the denominator of which shall be the Cash Election Amount (such fraction being the “Cash Fraction”) and (B) a number of validly issued, fully paid and non-assessable all shares of Parent Company Common Stock equal to that will be outstanding immediately after the product of (x) the Common Exchange Ratio and (y) one (1) minus the Cash FractionEffective Time. (ii) Each share of Company Spinco Common Stock with respect to which an election to receive stock consideration (a “Stock Election”) has been effectively made and not revoked pursuant to Section 1.8(a) (eachheld in the treasury of Parent, a “Stock Electing Company Share”) and each Non-Electing Company Share (as defined herein) shall be converted into 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 1.9) (the “Stock Election Consideration”); provided, however, that if the Maximum Cash Amount exceeds the Cash Election Amount, then each Stock Electing Company Share and each Non-Electing Company Share shall be converted into the right to receive (A) an amount of cash (without interest) equal to the amount (rounded down to the nearest two decimal places) of such excess divided by the sum of the number of Stock Electing Company Shares and the number of Non-Electing Company Shares and (B) a number of validly issued, fully paid and non-assessable shares of Parent Common Stock equal to the product of (I) the Common Exchange Ratio and (II) a fraction, the numerator of which shall be the Per Share Cash Election Consideration minus the amount calculated in clause (A) of this paragraph and the denominator of which shall be the Per Share Cash Election Consideration. (iii) The shares of Parent Common Stock to be issued and/or cash payable upon the conversion of a share of Company Common Stock pursuant to this Section 1.6(b) are referred to collectively as 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 Parent immediately prior to the Effective Time, shall automatically be canceled and retired and cease to exist as of the Effective Time and no extinguished without any conversion thereof or any consideration shall be paid in exchange therefor. (eiii) Each The Exchange Ratio shall be adjusted to reflect appropriately the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into Company Common Stock or Spinco Common Stock), extraordinary cash dividends, reorganization, recapitalization, reclassification, combination, exchange of shares or other like change with respect to Spinco Common Stock or Company Common Stock occurring on or after the date hereof and prior to the Effective Time. (iv) No fraction of a share of 6.125% Series C Cumulative Redeemable Preferred Stock, par value $0.01 per share, Company Common Stock shall be issued by virtue of the Company (such sharesMerger, collectively, the “Company Preferred Stock”, and each, but in lieu thereof each pre-Redemption holder of record of shares of HDD Common Stock who would otherwise be entitled to a “Company Preferred Share”, and the Company Preferred Shares collectively with the fraction of a share of Company Common SharesStock as a result of the Merger (after aggregating all fractional shares of Company Common Stock to be received by such holder) shall receive from Company an amount of cash (rounded down to the nearest whole cent), without interest, equal to the “product obtained by multiplying (x) such fraction, by (y) the average closing price of one (1) share of Company Shares”Common Stock for the five (5) issued and outstanding consecutive trading days ending on the trading day immediately prior to the Effective Time Time, as reported on the Nasdaq National Market. (v) Each of the Exchange Agent (as defined in Section 2.8(a) hereof) and Company shall be converted into entitled to deduct and withhold from the right consideration otherwise deliverable in connection with the Merger to receive any holder or former holder of shares of Spinco Common Stock such amounts as may be required to be deducted and withheld therefrom under the Preferred Stock Consideration Code or any other applicable provision of Law. To the extent that such amounts are so deducted and withheld, such amounts shall be canceled and cease treated for all purposes under this Agreement as having been delivered or otherwise paid to exist, and each holder of a certificate theretofore representing any Company Preferred Shares the person to whom such amounts would otherwise have been delivered or non-certificated Company Preferred Shares represented by book-entry shall cease paid in connection with the Merger pursuant to have any rights with respect thereto, except the right to receive the Preferred Stock Consideration upon surrender of such certificates or book-entry sharesthis Agreement.

Effect on Capital Stock. Subject to the provisions of this Agreement: (a) Immediately prior to the Effective Time, the Company shall cause each share of Company Preferred Stock that is issued and outstanding immediately prior to the Effective Time to be automatically converted into a number of shares of Company Common Stock at the then effective conversion rate as calculated pursuant to Article IV, Section 4(b) of the Company Certificate of Incorporation (the “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) At the Effective Time (and, for the avoidance of doubt, following the consummation of the 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, each share of Company Common Stock that is issued and outstanding immediately prior to the Effective Time (other than (i) Company Restricted Shares, (ii) any shares of Company Capital Stock held in the treasury of the Company, which treasury shares shall be canceled as part of the Merger and shall not constitute “Company Common Stock” hereunder (each such share, a “Treasury Share”), and (iii) the Dissenting Shares), shall be cancelled and converted into the right to receive the following (in each case, without interest): (i) if such share is a Cash Eligible Share, then: (A) if the holder of such share makes a proper election to receive cash pursuant to ‎‎Section 2.06 by the Election Time (a “Cash Election”) with respect to such share of Company Common Stock, which election has not been revoked pursuant to ‎‎Section 2.06 (each such share, a “Cash Electing Share”), an amount in cash for such Cash Electing Share, equal to the Per Share Merger Consideration Value, except that if (x) the sum of the aggregate number of Dissenting Shares, plus the aggregate number of Cash Electing Shares, plus the aggregate number of Cash Electing Options multiplied by (y) the Per Share Merger Consideration Value (such product, the “Aggregate Cash Election Amount”), exceeds the Secondary Available Cash Consideration, then each Cash Electing Share shall be converted into the right to receive (A) an amount in cash, equal to the product of (1) the Per Share Merger Consideration Value and (2) a fraction, the numerator of which shall be the Secondary Available Cash Consideration and the denominator of which shall be the Aggregate Cash Election Amount (such fraction, the “Cash Fraction”) and (B) an amount of Per Share Stock Consideration multiplied by one minus the Cash Fraction; provided, that each holder of Cash Eligible Shares may only make a Cash Election for up to the lesser of (x) 20% of the number of their Cash Eligible Shares and (y) Cash Eligible Shares plus Cash Eligible Options held by such holder having an aggregate value of $49,000,000 (the “Cash Election Limit”); (B) if the holder of such share makes a proper election to receive shares of PubCo Common Stock (a “Stock Election”) with respect to such share of Company Common Stock, which election has not been revoked pursuant to ‎Section 2.06, the holder of such share fails to make a Cash Election or Stock Election with respect to such share in accordance with the procedures set forth in ‎Section 2.06 by the Election Time, or such share would number in excess of the applicable Cash Election Limit (each such share, a “Stock Electing Share”), the applicable Per Share Stock Consideration; and (C) the contingent right to receive the applicable Earnout Pro Rata Portion of Earnout Shares (which may be zero (0)) following the Closing in accordance with ‎Section 2.08; or (ii) if such share is a not a Cash Eligible Share, then: (A) the applicable Per Share Stock Consideration; and (B) the contingent right to receive the applicable Earnout Pro Rata Portion of Earnout Shares (which may be zero (0)) following the Closing in accordance with ‎Section 2.08. The aggregate amounts of consideration allocated pursuant to this ‎Section 2.05(b) is collectively referred to herein as the “Company Stockholder Consideration,” the amount of cash thereof, the “Company Stockholder Cash Consideration” and the amount of shares of PubCo Common Stock thereof, (excluding the Earnout Shares, the “Company Stockholder Stock Consideration”). All of the shares of Company Capital Stock converted into the right to receive consideration as described in this ‎Section 2.05(b) shall no longer be outstanding and shall cease to exist, and each holder of Company Capital Stock shall thereafter cease to have any rights with respect to such securities, except the right to receive the applicable consideration described in this ‎Section 2.05(b) into which such share of Company Capital Stock shall have been converted into in the Merger. (c) At the Effective Time, by virtue of the Merger and without any action on the part of Parentany holder thereof, Merger Sub, each share of Company Capital Stock held in the treasury of the Company immediately prior to the Effective Time shall be cancelled and no payment or distribution shall be made with respect thereto. (d) At the holders 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 capital stock 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 be held indirectly 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 thereupon be converted into the right to receive (without interest, subject to reduction for any applicable withholding Taxes payable in respect thereof and further subject to the provisions of this Article I): (i) Each share of Company Common Stock with respect to which become an election to receive cash (a “Cash Election”) has been effectively made and not revoked pursuant to Section 1.8(a) (each, a “Cash Electing Company Share”) shall be converted into the right to receive $19.00 in cash (the “Per Share Cash Election Consideration”); provided, however, that if the product of the total number of Cash Electing Company Shares multiplied by the Per Share Cash Election Consideration (such product being the “Cash Election Amount”) exceeds $641,000,000.00 (the “Maximum Cash Amount”), then each Cash Electing Company Share shall be converted into a right to receive (A) an amount of cash (without interest) equal to the product (rounded down to the nearest two decimal places) of (I) the Per Share Cash Election Consideration and (II) a fraction, the numerator of which shall be the Maximum Cash Amount and the denominator of which shall be the Cash Election Amount (such fraction being the “Cash Fraction”) and (B) a number of validly issued, issued fully paid and non-assessable shares of Parent Common Stock equal to the product of (x) the Common Exchange Ratio and (y) one (1) minus the Cash Fraction. (ii) Each share of Company Common Stock with respect to which an election to receive common stock consideration (a “Stock Election”) has been effectively made and not revoked pursuant to Section 1.8(a) (each, a “Stock Electing Company Share”) and each Non-Electing Company Share (as defined herein) shall be converted into 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 1.9) (the “Stock Election Consideration”); provided, however, that if the Maximum Cash Amount exceeds the Cash Election Amount, then each Stock Electing Company Share and each Non-Electing Company Share shall be converted into the right to receive (A) an amount of cash (without interest) equal to the amount (rounded down to the nearest two decimal places) of such excess divided by the sum of the number of Stock Electing Company Shares Surviving Corporation and all such shares shall constitute the number of Non-Electing Company Shares and (B) a number of validly issued, fully paid and non-assessable only outstanding shares of Parent Common Stock equal to capital stock of the product Surviving Corporation as of (I) the Common Exchange Ratio and (II) a fraction, the numerator of which shall be the Per Share Cash Election Consideration minus the amount calculated in clause (A) of this paragraph and the denominator of which shall be the Per Share Cash Election Consideration. (iii) The shares of Parent Common Stock to be issued and/or cash payable upon the conversion of a share of Company Common Stock pursuant to this Section 1.6(b) are referred to collectively as 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 following 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 further action on the part of Parentthe holder of any shares of capital stock of the Company, Parent or 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 common 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 converted into one fully paid and non-assessable share of common stock of the Surviving Entity, all of which shall continue to be held indirectly by ParentCorporation. (b) Each issued and outstanding 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)Dissenting Shares and Potential Dissenting Shares) shall be converted converted, as of the Effective Time, into the right to receive (without interest, subject to reduction for any applicable withholding Taxes payable in respect thereof and further subject to the provisions of this Article I): (i) Each share of Company Common Stock with respect to which an election to receive cash (a “Cash Election”) has been effectively made and not revoked pursuant to Section 1.8(a) (each, a “Cash Electing Company Share”) shall be converted into the right to receive $19.00 in cash (the “Per Share Cash Election Consideration”); provided, however, that if the product of the total number of Cash Electing Company Shares multiplied by the Per Share Cash Election Consideration (such product being the “Cash Election Amount”) exceeds $641,000,000.00 (the “Maximum Cash Amount”), then each Cash Electing Company Share shall be converted into a right to receive (A) an amount of cash (without interest) equal to the product (rounded down to the nearest two decimal places) of (I) the Per Share Cash Election Consideration and (II) a fraction, the numerator of which shall be the Maximum Cash Amount and the denominator of which shall be the Cash Election Amount (such fraction being the “Cash Fraction”) and (B) a number of validly issued, fully paid and non-assessable shares of Parent Common Stock equal to the product of (x) the Common Exchange Ratio and (y) one (1) minus the Cash Fraction. (ii) Each share of Company Common Stock with respect to which an election to receive stock consideration (a “Stock Election”) has been effectively made and not revoked pursuant to Section 1.8(a) (each, a “Stock Electing Company Share”) and each Non-Electing Company Share Price (as defined herein) shall be converted into 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 1.9) below), without interest (the “Stock Election Consideration”); provided, however, that if the Maximum Cash Amount exceeds the Cash Election Amount, then each Stock Electing Company Share and each Non-Electing Company Share shall be converted into the right to receive (A) an aggregate amount of cash (without interest) equal to the amount (rounded down to the nearest two decimal places) of such excess divided by the sum of the number of Stock Electing Company Shares and the number of Non-Electing Company Shares and (B) a number of validly issued, fully paid and non-assessable shares of Parent Common Stock equal to the product of (I) the Common Exchange Ratio and (II) a fraction, the numerator of which shall be the Per Share Cash Election Consideration minus the amount calculated in clause (A) of this paragraph and the denominator of which shall be the Per Share Cash Election Consideration. (iii) The shares of Parent Common Stock to be issued and/or cash payable upon the conversion of a share of Company Common Stock pursuant to this Section 1.6(b) are referred to collectively as the “Common Stock Consideration” and together with the Preferred Stock Considerationpayable, the “Merger Consideration”. (c) All ). As of the Effective Time, all such shares of Company Common Shares (other than Company Common Shares to Stock shall automatically be canceled pursuant to Section 1.6(d)) shall be canceled cancelled and shall cease to existno longer deemed outstanding, 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”) the holders thereof shall cease to not have any rights with respect thereto, except to the right ratable portion of the Merger Consideration to receive (i) the Common Stock Consideration which such holder is entitled, without interest, 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 as defined in Section 2.22.2(b); ). The Per Share Price shall be $2.00 or such lesser amount as is prescribed by the last sentence of this paragraph. It is acknowledged that the $2.00 per share amount was determined by Parent on the assumptions that (a) the representations and warranties of the Company as to the number of issued and outstanding shares of Company Common Stock and as to the number of, and exercise price for, the issued and outstanding Options are true and correct in all respects, (b) the Company will comply with the covenants contained in Section 5.1(e) in all respects, and (iic) any dividends and other distributions accordingly in accordance with no event will the Merger Consideration exceed $6,850,000 less the amounts payable pursuant to Section 2.1(g2.4 (the “Cap”). (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 . If it is discovered prior to the Effective Timepayment of any Merger Consideration that any such assumption is not correct and as a consequence the $2.00 per share amount would result in the Merger Consideration exceeding the Cap, shall automatically be canceled and retired and cease to exist as of the Effective Time and no consideration Per Share Price shall be paid reduced by the lowest number that would result in exchange thereforthe Merger Consideration not exceeding the Cap. (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 shares of the following securities: Company Capital Stock, each share of Company Capital Stock (aexcluding, for avoidance of doubt, unexercised Company Options, which shall be treated as provided for in Section 1.6(d) The limited liability company interests of Merger Sub below) issued and outstanding immediately prior to the Effective Time, all of which shall upon the terms and subject to the conditions set forth in this Section 1.6 and throughout this Agreement, including the escrow provisions set forth in Article VIII hereof, will be held by Parentcancelled and extinguished and will be converted automatically into the right to receive, shall remain outstanding as limited liability company interests of the Surviving Entity, all of which shall continue to be held indirectly by Parent. (b) Each share of common stock, par value $0.01 per share, upon surrender of the Company (Stock Certificate representing 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 Capital Stock to be canceled pursuant to in the manner provided in Section 1.6(d)1.8 hereof, that portion of the Total Consideration, without interest, as set forth below: (i) shall each outstanding share of Company Preferred Stock will be converted automatically into the right to receive (without interest, subject to reduction for any applicable withholding Taxes payable in respect thereof and further subject to the provisions of this Article I):Preferred Preference Per Share; (iii) Each each outstanding share of Company Common Stock with respect to which an election to receive cash (a “Cash Election”) has been effectively made and not revoked pursuant to Section 1.8(a) (each, a “Cash Electing Company Share”) shall will be converted automatically into the right to receive $19.00 in cash (the “Per Share Cash Election Consideration”); provided, however, that if the product of the total number of Cash Electing Company Shares multiplied by the Per Share Cash Election Consideration (such product being the “Cash Election Amount”) exceeds $641,000,000.00 (the “Maximum Cash Amount”), then each Cash Electing Company Share shall be converted into a right to receive (A) an amount of cash (without interest) equal to the product Exchange Ratio; (iii) for purposes of calculating the amount of cash payable to each Stockholder pursuant to this Section 1.6(b), all shares of Company Capital Stock held by each Stockholder shall be aggregated on a certificate-by-certificate basis. The amount of cash to be paid to each Stockholder for each share certificate shall be rounded down up to the nearest two decimal places) of (I) the Per Share Cash Election Consideration and (II) a fraction, the numerator of which shall be the Maximum Cash Amount and the denominator of which shall be the Cash Election Amount (such fraction being the “Cash Fraction”) and (B) a number of validly issued, fully paid and non-assessable shares of Parent Common Stock equal to the product of (x) the Common Exchange Ratio and (y) one (1) minus the Cash Fraction.cent; (iiiv) Each share of Company Common Stock with respect to which an election to receive stock consideration (a “Stock Election”) has been effectively made and not revoked pursuant to notwithstanding anything set forth in this Section 1.8(a) (each1.6, a “Stock Electing Company Share”) and each Non-Electing Company Share (as defined herein) shall any Dissenting Shares will be converted into 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 treated as set forth in Section 1.9) (the “Stock Election Consideration”)1.7 hereof; provided, however, that if the Maximum Cash Amount exceeds the Cash Election Amount, then each Stock Electing Company Share and each Non-Electing Company Share shall be converted into the right to receive (A) an amount of cash (without interest) equal to the amount (rounded down to the nearest two decimal places) of such excess divided by the sum of the number of Stock Electing Company Shares and the number of Non-Electing Company Shares and (B) a number of validly issued, fully paid and non-assessable shares of Parent Common Stock equal to the product of (I) the Common Exchange Ratio and (II) a fraction, the numerator of which shall be the Per Share Cash Election Consideration minus the amount calculated in clause (A) of this paragraph and the denominator of which shall be the Per Share Cash Election Consideration.and (iiiv) The shares of Parent Common Stock to be issued and/or cash payable upon the conversion of a each share of Company Common Capital Stock pursuant to this Section 1.6(b) are referred to collectively as held in 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, 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 canceled and extinguished without any conversion thereof, and no payment 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 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 the holders of any of the following securitiesAcquirer: (a) The limited liability company interests of Merger Sub issued Company Common Stock. Subject to Section 3.02, Section 9.01(j) and outstanding immediately prior to the Effective TimeSection 9.01(k), 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 indirectly by Parent. (b) Each share of common stock, no par value $0.01 per share, of the Company (such shares, collectively, the “Company Common Stock”), and each, of the Company (each a “Company Common Share” and, collectively, the “Shares”) issued and outstanding immediately prior to the Effective Time (other than (i) any shares of Company Common Stock to be canceled Excluded Shares and (ii) Shares that are owned by shareholders (“Dissenting Shareholders”) who have perfected and not effectively withdrawn a demand for appraisal rights pursuant to Section 1.6(dChapter 23B.13 of the WBCA (“Dissenting Shares”)) shall be converted into the right to receive the fraction of a share of the common stock, par value $0.001 per share, of Acquirer (without interest, subject to reduction for any applicable withholding Taxes payable in respect thereof and further subject the “Acquirer Common Stock”) equal to the provisions Exchange Ratio. For purposes of this Article I):Agreement: (i) Each share of Company Common Stock with respect to which an election to receive cash (a The “Cash Election”) has been effectively made and not revoked pursuant to Section 1.8(a) (each, a “Cash Electing Company Share”) Exchange Ratio” shall be converted into the right to receive $19.00 in cash (the “Per Share Cash Election Consideration”); provided, however, that if the product of the total number of Cash Electing Company Shares multiplied by the Per Share Cash Election Consideration (such product being the “Cash Election Amount”) exceeds $641,000,000.00 (the “Maximum Cash Amount”), then each Cash Electing Company Share shall be converted into a right to receive (A) an amount of cash (without interest) equal to the product fraction derived by dividing (rounded down to the nearest two decimal places) of (Ii) the Per Share Cash Election Merger Consideration and by (IIii) a fractionthe Closing Stock Price, the numerator of which shall be the Maximum Cash Amount and the denominator of which shall be the Cash Election Amount carried out to five decimal places (such fraction being the “Cash Fraction”subject to potential adjustment pursuant to Section 9.01(j) and (B) a number of validly issued, fully paid and non-assessable shares of Parent Common Stock equal to the product of (x) the Common Exchange Ratio and (y) one (1) minus the Cash FractionSection 9.01(k)). (ii) Each share of Company Common Stock with respect to which an election to receive stock consideration (a The “Stock Election”) has been effectively made and not revoked pursuant to Section 1.8(a) (each, a “Stock Electing Company Share”) and each Non-Electing Company Per Share (as defined herein) Merger Consideration” shall be converted into 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 1.9i) $9.50 minus (the “Stock Election Consideration”); provided, however, that if the Maximum Cash Amount exceeds the Cash Election Amount, then each Stock Electing Company Share and each Non-Electing Company Share shall be converted into the right to receive (Aii) an amount of cash (without interest) equal to the amount (rounded down to the nearest two decimal places) of such excess divided by the sum of the number of Stock Electing Company Shares and the number of Non-Electing Company Shares and (B) a number of validly issued, fully paid and non-assessable shares of Parent Common Stock equal to the product of (I) the Common Exchange Ratio and (II) a fraction, the numerator of which shall be the any Per Share Cash Election Consideration minus the amount calculated in clause (A) of this paragraph and the denominator of which shall be the Per Share Cash Election ConsiderationExcess Transaction Expense Amount. (iii) The shares “Excess Transaction Expense Amount” shall be the aggregate amount of Parent Common Stock all Company Transaction Expenses in excess of $900,000, provided that such amount can increase to a maximum of $1,200,000 by an amount equal to 0.5 times any Company Transaction Expenses not paid to Miller, Nash, Xxxxxx & Xxxx or Xxxxxxx X’Xxxxx. The Excess Transaction Expense Amount shall be determined as follows: No later than the date of mailing of the Proxy Statement, the Company shall certify in writing to the Acquirer the total amount of Company Transaction Expenses, including its good faith estimates of any and all remaining Company Transaction Expenses to be issued and/or cash payable upon incurred by the conversion Company or the Company Bank through the Closing, together with invoices for each such Company Transaction Expense. (iv) The “Per Share Excess Transaction Expense Amount” is equal to the quotient obtained by dividing (i) the Excess Transaction Expense Amount, by (ii) the total number of a share shares of Company Common Stock pursuant to this Section 1.6(b) are referred to collectively as the “Common Stock Consideration” and together with the Preferred Stock Consideration, the “Merger Consideration”. (c) All Company Common Shares (other than Company Common Shares expected 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 non-certificated Company Common Shares represented by book-entry (“Book-Entry Shares”) shall cease to have any rights with respect thereto, except fully diluted basis at 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)Closing. (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, automatically 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 securitiesPerson: (ai) The limited liability company interests each share of Merger Sub Parent Common Stock that is issued and outstanding immediately prior to the Effective Time, all of which Time shall remain issued and outstanding and shall be held unchanged by Parent, shall remain outstanding as limited liability company interests of the Surviving Entity, all of which shall continue to be held indirectly by Parent.Merger; (bii) Each each share of common stock, par value $0.01 per share, of the Company (such shares, collectively, the “Company Common Stock”, Stock held as Treasury Stock immediately prior to the Effective Time shall be cancelled and each, a “retired at the Effective Time and no consideration shall be issued in exchange therefor; and (iii) each outstanding 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)Treasury Stock) shall become and be converted into the right to receive 1.241 shares (without interest, subject to reduction for any applicable withholding Taxes payable adjustment as provided in respect thereof Section 3.01(b) and further subject to Section 8.01(i), the provisions of this Article I): (i) Each share of Company Common Stock with respect to which an election to receive cash (a “Cash ElectionExchange Ratio”) has been effectively made and not revoked pursuant to Section 1.8(a) (each, a “Cash Electing Company Share”) shall be converted into the right to receive $19.00 in cash (the “Per Share Cash Election Consideration”); provided, however, that if the product of the total number of Cash Electing Company Shares multiplied by the Per Share Cash Election Consideration (such product being the “Cash Election Amount”) exceeds $641,000,000.00 (the “Maximum Cash Amount”), then each Cash Electing Company Share shall be converted into a right to receive (A) an amount of cash (without interest) equal to the product (rounded down to the nearest two decimal places) of (I) the Per Share Cash Election Consideration and (II) a fraction, the numerator of which shall be the Maximum Cash Amount and the denominator of which shall be the Cash Election Amount (such fraction being the “Cash Fraction”) and (B) a number of validly issued, fully paid and non-assessable shares of Parent Common Stock equal to the product of (x) the Common Exchange Ratio and (y) one (1) minus the Cash Fraction. (ii) Each share of Company Common Stock with respect to which an election to receive stock consideration (a “Stock Election”) has been effectively made and not revoked pursuant to Section 1.8(a) (each, a “Stock Electing Company Share”) and each Non-Electing Company Share (as defined herein) shall be converted into 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 1.9) (the “Stock Election Consideration”); provided) or, however, that if at the Maximum Cash Amount exceeds the Cash Election Amount, then each Stock Electing Company Share and each Non-Electing Company Share shall be converted into the right to receive (A) an amount of cash (without interest) equal to the amount (rounded down to the nearest two decimal places) of such excess divided by the sum of the number of Stock Electing Company Shares and the number of Non-Electing Company Shares and (B) a number of validly issued, fully paid and non-assessable shares of Parent Common Stock equal to the product of (I) the Common Exchange Ratio and (II) a fraction, the numerator of which shall be the Per Share Cash Election Consideration minus the amount calculated in clause (A) of this paragraph and the denominator of which shall be the Per Share Cash Election Consideration. (iii) The shares of Parent Common Stock to be issued and/or cash payable upon the conversion election of a share holder of Company Common Stock pursuant to this Section 1.6(b3.02(a), 1.055 shares of Parent Common Stock (subject to adjustment as provided in Section 3.01(b) and Section 8.01(i), the “Stock/Cash Exchange Ratio”) and $6.12 in cash, without interest (the “Stock/Cash Consideration”). The Stock Consideration and the Stock/Cash Consideration are sometimes referred to herein collectively as the “Common Stock Consideration” and together with the Preferred Stock Consideration, the “Merger Consideration.”. (cb) All Company Common Shares (other than Company Common Shares to be canceled pursuant to Section 1.6(d)) The Exchange Ratio and the Stock/Cash 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 (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 appropriate adjustments 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 Subthe event that, or owned by any direct or indirect Subsidiary subsequent to the date of any such Person, in each case immediately this Agreement but prior to the Effective Time, the outstanding Parent Common Stock shall automatically have been increased, decreased, changed into or exchanged for a different number or kind of shares or securities through reorganization, recapitalization, reclassification, stock dividend, stock split, reverse stock split or other like changes in Parent’s capitalization (a “Capital Change”). In addition, if Parent enters into an agreement pursuant to which shares of Parent Common Stock would be canceled and retired and cease converted, prior to exist as the Effective Time, into shares or other securities or obligations of another corporation, proper provision shall be made in such agreement so that each Company shareholder shall be entitled to receive at the Effective Time and no consideration shall such number of shares or other securities or amount of obligations of such other corporation as such shareholder would be paid in exchange therefor. (e) Each share of 6.125% Series C Cumulative Redeemable Preferred Stock, par value $0.01 per share, of entitled to receive if 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 Effective Time had occurred 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 consummation of such certificates or book-entry sharesconversion.

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 or Acquiror Sub or the shareholders thereof, all shares of common stock, par value $0.01 per share, of the Company (the “Common Stock”) issued and outstanding prior to the Effective Time (excluding shares held by shareholders who perfect their dissenters’ rights as provided in Section 2.3(e) and shares to be cancelled pursuant to Section 2.3(d) hereof) shall be converted into the right to receive an amount of cash equal to the Per Share Merger Consideration, without interest. (b) At the Effective Time, each option granted by the Company under the Company’s 2006 Equity Incentive Plan, 1999 Director Option Plan or 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 (collectively, the “Company Equity Incentive Plans”), other than the Company ESPP, 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, as accelerated in accordance with Section 5.5(b), immediately prior 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, if the Per Share Merger Consideration exceeds the per share exercise price of such Company Option (an "In-the-Money Option") such Company Option shall be converted into the right to receive, as soon as practicable thereafter but in any event within three (3) Business Days after the Effective Time, an amount of cash equal to the excess, if any, of the Per Share Merger Consideration over the exercise price of such In-the-Money Option (the “Option Merger Consideration”) minus any applicable withholding taxes. Prior to the Effective Time, the Company and its Board shall take any and all actions necessary to effectuate this Section 2.3(b), including the approval of any amendments to the Company Equity Incentive Plans and, including, but not limited to, satisfaction of the requirements of Rule 16b-3(e) under the Exchange Act. Further, the Company shall ensure that following the Effective Time no participant in the Company Equity Incentive Plans or other plans, programs or arrangements shall have any right thereunder to acquire any equity securities of the Company, the Surviving Corporation or any Subsidiary. Prior to the Effective Time, the Company shall take all actions necessary pursuant to the terms of the Company’s Employee Stock Purchase Plan (the “Company ESPP”) to (i) shorten each currently ongoing purchase and/or offering period under the Company ESPP that extends beyond the Effective Time (the “Current Offering(s)”) such that a new purchase date for each such Current Offering shall occur prior to the Effective Time and shares of Common Stock shall be purchased by the Company ESPP participants prior to the Effective Time, and (ii) preclude the commencement of any new purchase or offering period. The Company shall take all actions necessary so that the Company ESPP shall terminate immediately prior to the earlier of (A) the day preceding the Effective Time and (B) the date upon which the Company ESPP terminates by its terms. (c) 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 shall thereafter represent only the right to receive the Per Share Merger Consideration or the Option Merger Consideration, as applicable. Payments made in respect of the Company Options shall be in full satisfaction of all obligations under the Company Equity Incentive Plans and the Option Agreements. If prior to the Effective Time, the Company should split or combine its common shares, or pay a dividend in common shares or other distribution in such common shares, then the Per Share Merger Consideration and Option Merger Consideration shall be appropriately adjusted to reflect such split, combination, dividend or distribution. (d) At the Effective Time, by virtue of the Merger and without any action on the part of Parentthe Company, Merger SubAcquiror, the Company Acquiror Sub or the holders of any of the following securities: (a) The limited liability company interests of Merger Sub issued holder thereof, and outstanding immediately prior notwithstanding any other provision hereof that may be to the Effective Timecontrary, all of which shall be held Common Stock that is owned directly by ParentAcquiror, shall remain outstanding as limited liability company interests of the Surviving Entity, all of which shall continue to be held indirectly by Parent. (b) Each share of common stock, par value $0.01 per share, of Acquiror Sub or the Company (such shares, collectively, or held in 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 (without interest, subject to reduction for any applicable withholding Taxes payable in respect thereof and further subject to the provisions of this Article I): (i) Each share of Company Common Stock with respect to which an election to receive cash (a “Cash Election”) has been effectively made and not revoked pursuant to Section 1.8(a) (each, a “Cash Electing Company Share”) shall be converted into the right to receive $19.00 in cash (the “Per Share Cash Election Consideration”); provided, however, that if the product of the total number of Cash Electing Company Shares multiplied by the Per Share Cash Election Consideration (such product being the “Cash Election Amount”) exceeds $641,000,000.00 (the “Maximum Cash Amount”), then each Cash Electing Company Share shall be converted into a right to receive (A) an amount of cash (without interest) equal to the product (rounded down to the nearest two decimal places) of (I) the Per Share Cash Election Consideration and (II) a fraction, the numerator of which shall be the Maximum Cash Amount and the denominator of which shall be the Cash Election Amount (such fraction being the “Cash Fraction”) and (B) a number of validly issued, fully paid and non-assessable shares of Parent Common Stock equal to the product of (x) the Common Exchange Ratio and (y) one (1) minus the Cash Fraction. (ii) Each share of Company Common Stock with respect to which an election to receive stock consideration (a “Stock Election”) has been effectively made and not revoked pursuant to Section 1.8(a) (each, a “Stock Electing Company Share”) and each Non-Electing Company Share (as defined herein) shall be converted into 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 1.9) (the “Stock Election Consideration”); provided, however, that if the Maximum Cash Amount exceeds the Cash Election Amount, then each Stock Electing Company Share and each Non-Electing Company Share shall be converted into the right to receive (A) an amount of cash (without interest) equal to the amount (rounded down to the nearest two decimal places) of such excess divided by the sum of the number of Stock Electing Company Shares and the number of Non-Electing Company Shares and (B) a number of validly issued, fully paid and non-assessable shares of Parent Common Stock equal to the product of (I) the Common Exchange Ratio and (II) a fraction, the numerator of which shall be the Per Share Cash Election Consideration minus the amount calculated in clause (A) of this paragraph and the denominator of which shall be the Per Share Cash Election Consideration. (iii) The shares of Parent Common Stock to be issued and/or cash payable upon the conversion of a share of Company Common Stock pursuant to this Section 1.6(b) are referred to collectively as 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)Company’s treasury) 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 cash or other consideration shall be paid delivered in exchange therefor. (e) 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 appraisal rights in the manner provided by Section 262 of Delaware Law (“Dissenting Shares”) shall not be converted into a right to receive a portion of the Merger Consideration unless and until the Effective Time has occurred and the holder of such Dissenting Shares becomes ineligible for such appraisal rights. The holders of Dissenting Shares shall be entitled only to such rights as are granted by Section 262 of Delaware Law. Each share holder of 6.125% Series C Cumulative Redeemable Preferred Dissenting Shares who becomes entitled to payment for such shares pursuant to Section 262 of Delaware Law shall receive payment therefor from Acquiror in accordance with Delaware Law; provided, however, that (i) if any such holder of Dissenting Shares shall have failed to establish entitlement to appraisal rights as provided in Section 262 of Delaware 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 Section 262 of Delaware Law or (iii) if neither any holder of Dissenting Shares nor Surviving Corporation shall have filed a petition demanding a determination of the value of all Dissenting Shares within the time provided in Section 262 of Delaware Law, such holder of Dissenting Shares shall forfeit the right to appraisal of such shares and each such Dissenting Share shall be treated as if it had been, as of the Effective Time, converted into a right to receive the Per Share Merger Consideration, without interest thereon, as provided in this Section 2.3 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 Acquiror, make any payment with respect to, or settle or offer to settle, any such demands, with respect to any holder of Dissenting Shares before the Effective Time. (f) 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 common share, 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”) Acquiror Sub issued and outstanding immediately prior to the Effective Time shall be converted into one fully paid and nonassessable common share, par value $0.001 per share, of the right Surviving Corporation. (g) All cash 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 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 sharesexchanged as provided in this Article.

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 Sub, the Company or the holders of any of the following securities: (a) The limited liability company interests CONVERSION OF COMPANY COMMON STOCK; EXCHANGE RATIO; ADJUSTMENT. (i) Subject to Section 1.6(a)(ii) and Section 1.6(f), each share of Merger Sub common stock, no par value per share, of Company ("COMPANY COMMON STOCK") 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 indirectly 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(d1.6(c)) shall , will be canceled and extinguished and automatically converted into the right to receive (without interest, subject to reduction for any applicable withholding Taxes payable in respect thereof and further subject to the provisions of this Article I): (i) Each share of Company Common Stock with respect to which an election to receive cash (a “Cash Election”) has been effectively made and not revoked pursuant to Section 1.8(a) (each, a “Cash Electing Company Share”) shall be converted into the right to receive $19.00 in cash 0.861 (the “Per Share Cash Election Consideration”); provided, however, that if the product of the total number of Cash Electing Company Shares multiplied by the Per Share Cash Election Consideration (such product being the “Cash Election Amount”"EXCHANGE RATIO") exceeds $641,000,000.00 (the “Maximum Cash Amount”), then each Cash Electing Company Share shall be converted into a right to receive (A) an amount of cash (without interest) equal to the product (rounded down to the nearest two decimal places) of (I) the Per Share Cash Election Consideration and (II) a fraction, the numerator of which shall be the Maximum Cash Amount and the denominator of which shall be the Cash Election Amount (such fraction being the “Cash Fraction”) and (B) a number of validly issued, fully paid and non-assessable shares of Parent Common Stock equal to the product of (x) the Common Exchange Ratio and (y) one (1) minus the Cash Fraction. (ii) Each share of Company Common Stock with respect to which an election to receive stock consideration (a “Stock Election”) has been effectively made and not revoked pursuant to Section 1.8(a) (each, a “Stock Electing Company Share”) and each Non-Electing Company Share (as defined herein) shall be converted into 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 1.9) (the “Stock Election Consideration”); provided, however, that if the Maximum Cash Amount exceeds the Cash Election Amount, then each Stock Electing Company Share and each Non-Electing Company Share shall be converted into the right to receive (A) an amount of cash (without interest) equal to the amount (rounded down to the nearest two decimal places) of such excess divided by the sum of the number of Stock Electing Company Shares and the number of Non-Electing Company Shares and (B) a number of validly issued, fully paid and non-assessable shares of Parent Common Stock equal to the product of (I) the Common Exchange Ratio and (II) a fraction, the numerator of which shall be the Per Share Cash Election Consideration minus the amount calculated in clause (A) of this paragraph and the denominator of which shall be the Per Share Cash Election Consideration. (iii) The shares of Parent Common Stock to be issued and/or cash payable upon the conversion of a share of Company Common Stock pursuant to this Section 1.6(b) are referred to collectively as 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 the Company Parent (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”"PARENT COMMON STOCK") 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 the certificate representing such share of Company Common Stock in the manner provided in Section 1.7. (ii) In the event that Parent's cash and Cash Equivalents (as defined below) at Closing (after deducting the amount of the NAC Reserve (as defined below)) ("NET AVAILABLE CASH") are collectively less than an amount equal to (x) two hundred million dollars ($200,000,000.00) LESS (y) the Aggregate Bridge Loan Amount (as defined in Section 5.18) ("NET AVAILABLE CASH MINIMUM"), then the Exchange Ratio shall be adjusted as provided in SCHEDULE 1.6(a)(II). (iii) No fraction of a share of Parent Common Stock will be issued by virtue of the Merger, but in lieu thereof, a cash payment shall be made pursuant to Section 1.7(e). (iv) Unless otherwise stated all references in this Agreement to Company Common Stock shall be deemed to include the associated preferred share purchase rights ("RIGHTS") issued pursuant to the Preferred Share Rights Agreement dated as of July 12, 2000 (the "RIGHTS AGREEMENT") between the Company and SunTrust Bank as Rights Agent. (v) As used herein, the term "CASH EQUIVALENTS" shall mean all investments by Parent in cash legal tender of the United States and in any one or more of the following: (A) marketable obligations issued or guaranteed by the United States of America or by any agency of the United States of America, and maturing not later than 90 days from the date of acquisition thereof, (B) commercial paper that has the highest credit rating by Standard & Poor's Corporation or Xxxxx'x Investors Service, Inc., and that matures not later than 90 days from the date of acquisition thereof and (C) time deposits maturing not later than 90 days from the date of creation thereof with, including negotiable certificates of deposit and banker's acceptances issued by or book-entry sharesdrawn on, a United States commercial bank or trust company or a bank or trust company chartered or organized under the laws of Canada, which has capital and surplus of at least $500,000,000, including without limitation, any such deposits in Eurodollars issued by a foreign branch of any such bank or trust company; provided, however, that any of the foregoing that were acquired after the date of this Agreement by means of indebtedness shall, to the extent of any such indebtedness, be deemed for purposes of this Section 1.6 not to be cash or Cash Equivalents.

Effect on Capital Stock. (a) At the Effective Time, subject to the provisions of Article I and this Article II, each share of common stock of the Company, having no par value (“Company Common Stock”), issued and outstanding immediately prior to the Effective Time (other than shares of Company Common Stock owned by Parent or the Company or any of their respective wholly-owned Subsidiaries which for purposes of clarity shall not include any shares of Company Common Stock held in a trust established by the Company or any of its Subsidiaries), 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 indirectly by Parent. (b) Each share of common stock, par value $0.01 per share, of the Company (such shares, collectively, the “Company Merger Consideration”): (i) each Stock Election Share shall be converted into the right to receive the number of Parent Common StockShares equal to the Exchange Ratio (the “Per Share Stock Consideration”), subject to adjustment in accordance with this Section 2.1(a) and eachSection 2.1(c); (ii) each Cash Election Share shall be converted into the right to receive the Per Share Cash Consideration in cash, a without interest, subject to adjustment in accordance with this Section 2.1(a) and Section 2.1(c); and (iii) each No Election Share shall be converted into the right to receive the Per Share Stock Consideration and/or the Per Share Cash Consideration in cash, without interest, as provided in this Section 2.1(a) below, subject to adjustment in accordance with Section 2.1(c). (iv) Notwithstanding the foregoing, if: (1) the product of (A) the Cash Election Shares and (B) the Per Share Cash Consideration (such product being the “Company Common ShareElected Cash Consideration”) issued that would be paid upon conversion of the Cash Election Shares in the Merger exceeds the Available Cash Consideration, then: (A) all Stock Election Shares and outstanding immediately prior all No Election Shares shall be converted into the right to receive the Effective Time Per Share Stock Consideration; and (other than any shares of Company Common Stock to be canceled pursuant to Section 1.6(d)B) all Cash Election Shares shall be converted into the right to receive (without interest, subject to reduction for any applicable withholding Taxes payable in respect thereof and further subject to the provisions of this Article I): (i) Each share of Company Common Stock with respect to which an election to receive cash (a “Cash Election”) has been effectively made and not revoked pursuant to Section 1.8(a) (each, a “Cash Electing Company Share”) shall be converted into the right to receive $19.00 in cash (the “Per Share Cash Election Consideration”); provided, however, that if the product of the total number of Cash Electing Company Shares multiplied by the Per Share Cash Election Consideration (such product being the “Cash Election Amount”) exceeds $641,000,000.00 (the “Maximum Cash Amount”), then each Cash Electing Company Share shall be converted into a right to receive (A) an amount of cash (without interest) equal to the product (rounded down to the nearest two decimal places) of (Iw) the Per Share Cash Election Consideration and multiplied by (IIx) a fraction, the numerator of which shall be the Maximum Available Cash Amount Consideration and the denominator of which shall be the Elected Cash Election Amount Consideration (such the fraction described in this clause (x) being referred to as the “Cash Fraction”) and (Bii) a number of validly issuedParent Common Shares equal to the product of (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, fully paid then: (A) each Cash Election Share shall be converted into the right to receive the Per Share Cash Consideration; and (B) if the product of (i) the number of No Election Shares and non-assessable shares (ii) the Per Share Cash Consideration (the “No Election Value”) equals or exceeds the difference between the Available Cash Amount and the Elected Cash Consideration (the “Cash Shortfall”), then: (i) a number of No Election Shares equal to the Cash Shortfall divided by the Per Share Cash Consideration shall be converted into the Per Share Cash Consideration, with the remainder of the No Election Shares converted into the Per Share Stock Consideration; and (ii) each Stock Election Share shall be converted into the right to receive the Per Share Stock Consideration, or, alternatively; (C) if the No Election Value is less than the Cash Shortfall, then (i) each No Election Share shall be converted into the right to receive the Per Share Cash Consideration; and (ii) each Stock Election Share shall be converted into the right to receive (i) an amount of cash (without interest) equal to (x) the difference between the Cash Shortfall and the No Election Value divided by (y) the number of Stock Election Shares and (ii) a number of Parent Common Stock Shares equal to the product of (x) the Common Exchange Ratio and (y) one (1) minus the fraction determined by dividing the amount of cash determined pursuant to the preceding clause (i) by the Per Share Cash FractionConsideration. (ii3) Each share of Company Common Stock with respect to which an election to receive stock consideration the Elected Cash Consideration equals the Available Cash Consideration, then: (a “Stock Election”A) has been effectively made and not revoked pursuant to Section 1.8(a) (each, a “Stock Electing Company Share”) and each Non-Electing Company Share (as defined herein) shall be converted into 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 1.9) (the “Stock Election Consideration”); provided, however, that if the Maximum Cash Amount exceeds the Cash Election Amount, then each Stock Electing Company Share and each Non-Electing Company Share shall be converted into the right to receive the Per Share Cash Consideration; and (B) each Stock Election Share and No Election Share shall be converted into the right to receive the Per Share Stock Consideration. (v) Notwithstanding the definition of Available Cash Consideration, Parent 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 plus the product of (A) an amount of cash (without interest) equal to the amount (rounded down to the nearest two decimal places) of such excess divided by the sum of the number of Stock Electing Company Shares and the number of Non-Electing Company No Election Shares and (B) a number of validly issued, fully paid and non-assessable shares of Parent Common Stock equal to the product of (I) the Common Exchange Ratio and (II) a fraction, the numerator of which shall be the Per Share Cash Election Consideration; provided that Parent may not increase the Available Cash Consideration minus to an amount that, in the amount calculated reasonable opinion of counsel to Parent and counsel to the Company, would cause such counsel to be unable to render the opinions described in clause (ASection 6.2(c) of this paragraph and the denominator of which shall be the Per Share Cash Election ConsiderationSection 6.3(c), respectively. (iiivi) The shares If the aggregate number of Parent Common Stock Shares to be issued and/or cash payable upon the conversion of a share of Company Common Stock pursuant to this Section 1.6(b2.1(a) are referred would exceed 19.9% of the Parent Common Shares outstanding immediately prior to collectively as the Effective Time (the “Common Stock Consideration” and together with Maximum Share Amount”), then appropriate adjustments shall be made to the Preferred Stock Consideration, Merger Consideration to be paid or issued pursuant thereto such that (1) the “Merger Consideration”. (c) All Company aggregate number of Parent Common Shares (other than Company included in the Merger Consideration is reduced to the extent required such that the aggregate number of Parent Common Shares to be canceled so issued does not exceed the Maximum Share Amount and (2) the aggregate amount of cash consideration included in the Merger Consideration is increased by an amount equal to the Average Parent Share Price multiplied by the number of Parent Common Shares so reduced (the “Additional Cash Consideration”), provided, however, that the Additional Cash Consideration shall not exceed the amount that would, in the reasonable opinion of counsel to Parent and counsel to the Company, cause such counsel to be unable to render the opinions described in Section 6.2(c) and Section 6.3(c), respectively. (b) From and after the Effective Time, the Company Common Stock converted into the Merger Consideration pursuant to Section 1.6(d)) this Article II shall no longer remain outstanding and shall automatically be canceled cancelled 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 (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)2.1, 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)2.3(f) and (iii) any cash to be paid in lieu of any fractional Parent Common Share in accordance with Section 2.4. (c) If at any time during the period between the date of this Agreement and the Effective Time, any change in the outstanding common stock of Parent or the outstanding common stock of the Company shall occur by reason of any reclassification, recapitalization, stock split or combination, exchange, merger, consolidation or readjustment of shares, or any stock dividend thereon with a record date during such period, or any similar transaction or event, 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 Company Common Stock the same economic effect as contemplated by this Agreement prior to such event. (d) Each At the Effective Time, (i) all shares of Company Common Share Stock that are owned by Parent or Merger Subthe Company (the “Cancelled Shares”) shall be automatically cancelled and shall cease to exist and no Securities of Parent, cash or other consideration shall be delivered in exchange therefore and (ii) all shares of Company Common Stock that are owned by any direct or indirect wholly-owned 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 Parent or 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 a number of Parent Common Shares equal to 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 sharesExchange Ratio.

Effect on Capital Stock. (a) At the Effective Time, by virtue of the Merger, as set out in the French Agreement of Merger and automatically without any further action on the part of Parent, Merger Sub, the Company or the holders any holder of capital stock of any of them, all of the following securities: (a) The limited liability company interests outstanding Company Common Shares shall be cancelled and automatically be converted into and become the right of the Shareholders to receive, in the aggregate, the equivalent of $12,500,000 in cash and common shares of Merger Sub issued as follows (and outstanding immediately allocated in accordance with Section 2.1(c) of the Company Disclosure Schedule): (i) a limited cash payment (“soulte”) within the limit authorized by the relevant provisions of the French Commercial Code and the French Tax Code, which shall not exceed the equivalent of $1,250,000 (the “Closing Cash Payment”); (ii) an aggregate number of common shares (“Merger Sub Common Shares”) of Merger Sub (the “Closing Equity Payment” and, together with the Closing Cash Payment, the “Merger Consideration”) to be determined based on Parent’s enterprise value allocation among the Company, the Subsidiaries and the Nadaud Intellectual Property (as defined below) to be performed 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 indirectly by ParentClosing Date. (b) Each share Immediately following the Effective Time, automatically without any further action on the part of any party, each Shareholder’s Closing Equity Payment will be contributed to Parent in exchange for shares of common stock, par value $0.01 0.0001 per shareshare (“Parent Common Stock”), of Parent as set forth in Section 2.1(c) 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 (without interest, subject to reduction for any applicable withholding Taxes payable in respect thereof and further subject to the provisions of this Article I): (i) Each share of Company Common Stock with respect to which an election to receive cash (a “Cash Election”) has been effectively made and not revoked pursuant to Section 1.8(a) (each, a “Cash Electing Company Share”) shall be converted into the right to receive $19.00 in cash Disclosure Schedule (the “Per Share Cash Election ConsiderationExchange”); provided, however, that if the product of the total aggregate number of Cash Electing Company Shares multiplied by the Per Share Cash Election Consideration (such product being the “Cash Election Amount”) exceeds $641,000,000.00 (the “Maximum Cash Amount”), then each Cash Electing Company Share shall be converted into a right to receive (A) an amount of cash (without interest) equal to the product (rounded down to the nearest two decimal places) of (I) the Per Share Cash Election Consideration and (II) a fraction, the numerator of which shall be the Maximum Cash Amount and the denominator of which shall be the Cash Election Amount (such fraction being the “Cash Fraction”) and (B) a number of validly issued, fully paid and non-assessable shares of Parent Common Stock equal to the product of (x) the Common Exchange Ratio and (y) one (1) minus the Cash Fraction. (ii) Each share of Company Common Stock with respect to which an election to receive stock consideration (a “Stock Election”) has been effectively made and not revoked pursuant to Section 1.8(a) (each, a “Stock Electing Company Share”) and each Non-Electing Company Share (as defined herein) shall be converted into 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 1.9) (the “Stock Election Consideration”); provided, however, that if the Maximum Cash Amount exceeds the Cash Election Amount, then each Stock Electing Company Share and each Non-Electing Company Share shall be converted into the right to receive (A) an amount of cash (without interest) equal to the amount (rounded down to the nearest two decimal places) of such excess divided by the sum of the number of Stock Electing Company Shares and the number of Non-Electing Company Shares and (B) a number of validly issued, fully paid and non-assessable shares of Parent Common Stock equal to the product of (I) the Common Exchange Ratio and (II) a fraction, the numerator of which shall be the Per Share Cash Election Consideration minus the amount calculated in clause (A) of this paragraph and the denominator of which shall be the Per Share Cash Election Consideration. (iii) The shares of Parent Common Stock to be issued and/or cash payable upon in the conversion of a share of Company Common Stock pursuant to this Section 1.6(b) are referred to collectively as the “Common Stock Consideration” and together with the Preferred Stock Consideration, the “Merger Consideration”Share Exchange shall be 1,841,244 shares. (c) All Section 2.1(c) of the Company Common Shares (other than Company Common Shares Disclosure Schedule sets forth the percentage of the Merger Consideration to be canceled received by each Shareholder and shall be updated prior to the Closing to set forth to whom and in what denominations the Merger Consideration is to be allocated amongst the Shareholders and the number of shares of Parent Common Stock to be received by each of the Shareholders 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)Share Exchange. (d) Each Company Common Notwithstanding the foregoing, no fractional shares shall be issued as part of the Closing Equity Payment or Share owned by Parent or Merger Sub, or owned by any direct or indirect Subsidiary of any such Person, in each case immediately prior Exchange. Fractional shares to be issued hereunder shall be rounded up 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 therefornext whole number. (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 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 Articles 1 and 2, 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 indirectly 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 Company Common Stock to be canceled pursuant to Section 1.6(downed by Parent, Merger Subsidiary or the Company or any of their respective wholly-owned subsidiaries and except for any Dissenting Shares)) shall , together with the Company Rights attached thereto or associated therewith, 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 the following consideration (without interestcollectively, subject to reduction for any applicable withholding Taxes payable in respect thereof and further subject to the provisions of this Article I"MERGER CONSIDERATION"): (i) Each share of Company Common Stock with respect to which an election to receive a combination of stock and cash (a “Cash Election”"MIXED ELECTION") has been effectively made and not revoked or lost pursuant to Section 1.8(a) 2.1 (each, a “Cash Electing Company Share”"MIXED CONSIDERATION ELECTION SHARE") and each No Election Share (as that term is defined in Section 1.5(b) hereof) shall be converted into the right to receive the combination (which combination shall hereinafter be referred to as the "PER SHARE MIXED CONSIDERATION") of (x) $19.00 16.25 in cash (the “Per Share "PER SHARE CASH AMOUNT") and (y) 0.7725 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 1.4(c); (ii) Each share of Company Common Stock with respect to which an election to receive cash (a "CASH ELECTION") has been effectively made and not revoked or lost pursuant to Section 2.1 (each, a "CASH ELECTION SHARE") shall be converted (provided that the Available Cash Election Consideration”Amount (as defined below) equals or exceeds the Cash Election Amount (as defined below)) into the right to receive $65.00 in cash without interest (the "PER SHARE CASH ELECTION CONSIDERATION"); providedIF, howeverHOWEVER, that if (A) the product of the total number of Cash Electing Company Election Shares multiplied by and the Per Share Cash Election Consideration (such product being the “Cash Election Amount”"CASH ELECTION AMOUNT") exceeds $641,000,000.00 (B) the “Maximum difference between (x) the product of the Per Share Cash Amount”Amount and the total number of shares of Company Common Stock (other than the Cancelled Shares) issued and outstanding immediately prior to the Effective Time minus (y) the product of the number of Mixed Consideration Election Shares (provided that No Election Shares shall be deemed to be Mixed Consideration Election Shares for purposes of this Section 1.4(a)(ii)) and the Per Share Cash Amount (such difference being the "AVAILABLE CASH ELECTION AMOUNT"), then each Cash Electing Company Election Share shall be converted into a right to receive (A1) an amount of cash (without interest) equal to the product (rounded down to the nearest two decimal places) of (Ip) the Per Share Cash Election Consideration and (IIq) a fraction, the numerator of which shall be the Maximum Available Cash Election Amount and the denominator of which shall be the Cash Election Amount (such fraction being the “Cash Fraction”"CASH FRACTION") and (B2) a number of validly issued, fully paid and non-assessable shares of Parent Common Stock equal to the product of (xr) the Common Exchange Ratio and (ys) one (1) minus the Cash Fraction.; (iiiii) Each share of Company Common Stock with respect to which an election to receive stock consideration (a “Stock Election”"STOCK ELECTION") has been effectively is properly made and not revoked or lost pursuant to Section 1.8(a) 2.1 (each, a “Stock Electing Company Share”) and each Non-Electing Company Share (as defined herein"STOCK ELECTION SHARE") shall be converted (provided that the Cash Election Amount equals or exceeds the Available Cash Election Amount), into an amount the right to receive 1.03 shares (the "EXCHANGE RATIO") of validly issued, fully paid and non-assessable shares of Parent Common Stock, subject to adjustment in accordance with Section 1.4(c) (together with any cash in lieu of fractional shares of Parent Common Stock equal to be paid pursuant to Section 2.2, 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 1.9) (the “Stock Election Consideration”"STOCK CONSIDERATION"); providedPROVIDED HOWEVER, however, that if the Maximum Available Cash Election Amount exceeds the Cash Election Amount, then each Stock Electing Company Share and each Non-Electing Company Election Share shall be converted into the right to receive (A1) an amount of cash (without interest) equal to the amount (rounded down to the nearest two decimal places) of such excess divided by the sum of the number of Stock Electing Company Shares and the number of Non-Electing Company Election Shares and (B2) a number of validly issued, fully paid and non-assessable shares of Parent Common Stock stock equal to the product of (Ix) the Common Exchange Ratio and (IIy) a fraction, the numerator of which shall be the Per Share Cash Election Consideration minus the amount calculated in clause (A1) of this paragraph and the denominator of which shall be the Per Share Cash Election Consideration. (iiib) The From and after the Effective Time, all of the shares of Parent Common Stock to be issued and/or cash payable upon the conversion of a share of Company Common Stock Stock, and associated Company Rights, converted into the Merger Consideration pursuant to this Section 1.6(b) are referred to collectively as the “Common Stock Consideration” Article 1 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 cancelled and retired and shall cease to exist, and each holder of a certificate theretofore (each a "CERTIFICATE") previously representing any such 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 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(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 Mixed Election Stock Exchange Ratio, the Exchange Ratio and any other similarly dependent items, as the case may be, shall be appropriately adjusted to provide the holders of shares of Company Common Stock the same economic effect as contemplated by this Agreement prior to such event. (d) Each At the Effective Time, (1) all shares of Company Common Share Stock that are owned by Parent Parent, Merger Subsidiary or Merger Subthe Company (the "CANCELLED SHARES") shall be cancelled and retired and shall cease to exist and no stock of Parent, cash or owned other consideration shall be delivered in exchange therefor and (2) each share of Company Common Stock held by any direct or indirect wholly-owned Subsidiary of any such PersonParent (other than Merger Subsidiary) or the Company, in each case case, immediately prior to the Effective Time, shall automatically be canceled converted into the right to receive the Per Share Stock Consideration. The Per Share Stock Consideration paid pursuant to this Section 1.4(d) shall not be subject to, and retired and cease will not be deemed to exist be Stock Election Shares or otherwise taken into account in calculating, adjustments under the proviso to Section 1.4(a)(iii). 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 of the Effective Time and no consideration shall be paid such term is defined in exchange thereforSection 3.16) other than a Company Stock Option Plan or a Company Award Plan. (e) Each issued and outstanding share of 6.125% Series C Cumulative Redeemable Preferred Stockcommon stock, par value $0.01 per share of Merger Subsidiary issued and outstanding immediately prior to the Effective Time shall remain outstanding as one fully paid and non-assessable share of common 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 manner and basis of converting, exchanging or canceling the shares of capital stock of each of the Constituent Corporations into cash or for capital stock of the Surviving Corporation, shall be as follows: (a) each share of common stock, $.01 par value, of Buyer ("Buyer Common Stock") issued and outstanding immediately prior to the Effective TimeTime shall be converted into one share of common stock, $.01 par value, of the Surviving Corporation; (b) each share of Common Stock issued and outstanding immediately prior to the Effective Time and owned directly or indirectly by Holding (whether as treasury stock or otherwise) shall, by virtue of the Merger and without any action on the part of Parentthe holder thereof, Merger Subbe canceled and no consideration shall be delivered in exchange therefor; (c) each Paid-Out Share shall, the Company or the holders of any by virtue of the following securities: (a) The limited liability company interests Merger and without any action on the part of Merger Sub issued the holder thereof, cease to be outstanding and outstanding immediately prior be converted into the right to receive, at the Effective Time, all of which shall be held an amount in cash equal to the Per Share Amount less the Per Share Cash Holdback Amount; (d) each Warrant shall, by Parent, shall remain outstanding as limited liability company interests virtue of the Surviving EntityMerger and without any action on the part of the holder thereof, all be converted into the right to receive, at the Effective Time, an amount in cash equal to (1) the Per Share Amount less the Per Share Cash Holdback Amount, per share of which shall continue to be held indirectly by Parent.Common Stock issuable upon the exercise of such Warrant and LESS (2) the exercise price for each such share (the "WARRANT AMOUNT"); (be) Each share any shares 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 Preferred Stock 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 following the right to receive (without interest, subject to reduction for any applicable withholding Taxes payable in respect thereof and further subject to the provisions of this Article I): (i) Each share of Company Common Stock with respect to which an election to receive cash (a “Cash Election”) has been effectively made and not revoked pursuant to Section 1.8(a) (each, a “Cash Electing Company Share”) shall be converted into the right to receive $19.00 in cash (the “Per Share Cash Election Consideration”); provided, however, that if the product redemption of the total number of Cash Electing Company Shares multiplied by the Per Share Cash Election Consideration (such product being the “Cash Election Amount”) exceeds $641,000,000.00 (the “Maximum Cash Amount”), then each Cash Electing Company Share shall be converted into a right to receive (A) an amount of cash (without interest) equal to the product (rounded down to the nearest two decimal places) of (I) the Per Share Cash Election Consideration and (II) a fraction, the numerator of which shall be the Maximum Cash Amount and the denominator of which shall be the Cash Election Amount (such fraction being the “Cash Fraction”) and (B) a number of validly issued, fully paid and non-assessable shares of Parent Common Preferred Stock equal to the product of (x) the Common Exchange Ratio and (y) one (1) minus the Cash Fraction. (ii) Each share of Company Common Stock with respect to which an election to receive stock consideration (a “Stock Election”) has been effectively made and not revoked pursuant to Section 1.8(a) (each, a “Stock Electing Company Share”) and each Non-Electing Company Share (as defined herein) shall be converted into 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 1.9) (the “Stock Election Consideration”); provided, however, that if the Maximum Cash Amount exceeds the Cash Election Amount, then each Stock Electing Company Share and each Non-Electing Company Share shall be converted into the right to receive (A) an amount of cash (without interest) equal to the amount (rounded down to the nearest two decimal places) of such excess divided by the sum of the number of Stock Electing Company Shares and the number of Non-Electing Company Shares and (B) a number of validly issued, fully paid and non-assessable shares of Parent Common Stock equal to the product of (I) the Common Exchange Ratio and (II) a fraction, the numerator of which shall be the Per Share Cash Election Consideration minus the amount calculated in clause (A) of this paragraph and the denominator of which shall be the Per Share Cash Election Consideration. (iii) The shares of Parent Common Stock to be issued and/or cash payable upon the conversion of a share of Company Common Stock pursuant to this Section 1.6(b) are referred to collectively as 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)3.3(a) shall be canceled and shall cease to exist, and canceled; (f) each holder authorized but unissued 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 and Preferred Stock shall be canceled; (g) all Options that are outstanding and have not been exercised as of such Certificates or Bookthe Closing, other than Out-Entry Shares of-the Money Options, shall remain outstanding as adjusted in accordance with Section 2.1(c), without interest (subject to any applicable withholding Tax specified in Section 2.2)their terms; and (ii) any dividends and other distributions in accordance with Section 2.1(g).and (dh) 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 all Out-of-the-Money Options that are outstanding and retired and cease to exist have not been exercised as of the Effective Time and no consideration Closing, shall be paid in exchange thereforcanceled. (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. The aggregate purchase price for the transactions contemplated by this Agreement shall be $35,900,000, plus Additional Consideration (as defined below), less all Deal Expenses (as defined below) paid by the Company prior to the Effective EXECUTION VERSION Time (the "Total Consideration"). The Total Consideration amount is comprised of the Merger Consideration, the Redemption Amount, and the amount, if any, of Additional Consideration, plus all Deal Expenses paid by Parent pursuant to Section 1.6(h). 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 Shareholders, each share of any of the following securities: (a) The limited liability company interests of Merger Sub Company Capital Stock issued and outstanding immediately prior to the Effective Time, which for purposes of this Section 1.6 shall include all Company Capital Stock issuable upon exercise of which shall be held by ParentCompany Options, shall remain outstanding as limited liability company interests of upon the Surviving Entity, all of which shall continue to be held indirectly by Parent. (b) Each share of common stock, par value $0.01 per share, of the Company (such shares, collectively, the “Company Common Stock”, terms and each, a “Company Common Share”) issued and outstanding immediately prior subject to the Effective Time (other than any shares of Company Common Stock to be canceled pursuant to conditions set forth in this Section 1.6(d)) shall 1.6 and throughout this Agreement, will be converted automatically into the right to receive upon (without interesti) surrender of the certificate representing such shares of Company Capital Stock in the manner provided in Section 1.7 hereof, subject to reduction for any applicable withholding Taxes payable in respect thereof and further subject and/or (ii) presentment of the option agreement related to the provisions Company Options in the manner provided in Section 1.7 hereof, that portion of this Article I):Twenty-Two Million Eight Hundred Seventy-Two Thousand Five Hundred Dollars ($22,872,500) (the "Merger Consideration"), as set forth below: (i) Each each outstanding share of Company Common Capital Stock with respect to which an election to receive cash (a “Cash Election”) has been effectively made and not revoked pursuant to Section 1.8(a) (each, a “Cash Electing Company Share”) shall will be converted automatically into the right to receive $19.00 in cash (the “Per Share Cash Election Consideration”); provided, however, that if the product of the total number of Cash Electing Company Shares multiplied by the Per Share Cash Election Consideration (such product being the “Cash Election Amount”) exceeds $641,000,000.00 (the “Maximum Cash Amount”), then each Cash Electing Company Share shall be converted into a right to receive (A) an amount of cash (without interest) equal to the product Merger Consideration divided by the total number of shares of Company Capital Stock issued and outstanding immediately prior to the Effective Time, which shall include the Net Option Shares (collectively, the "Net Diluted Outstanding Shares"); (ii) for purposes of calculating the amount of cash to be paid to each Shareholder pursuant to this Section 1.6(a), all shares of Company Capital Stock held by each Shareholder shall be aggregated on a certificate-by-certificate basis. The amount of cash to be paid to each Shareholder for each share certificate held shall be rounded down to the nearest two decimal places) of (I) the Per Share Cash Election Consideration and (II) a fraction, the numerator of which shall be the Maximum Cash Amount and the denominator of which shall be the Cash Election Amount (such fraction being the “Cash Fraction”) and (B) a number of validly issued, fully paid and non-assessable shares of Parent Common Stock equal to the product of (x) the Common Exchange Ratio and (y) one (1) minus the Cash Fraction.whole cent; (iiiii) Each share of each Outstanding Company Common Stock with respect to which an election to receive stock consideration (a “Stock Election”) has been effectively made and not revoked pursuant to Section 1.8(a) (each, a “Stock Electing Company Share”) and each Non-Electing Company Share (as defined herein) shall Option will be converted into 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 1.9) (the “Stock Election Consideration”); provided, however, that if the Maximum Cash Amount exceeds the Cash Election Amount, then each Stock Electing Company Share and each Non-Electing Company Share shall be converted automatically into the right to receive (A) an such amount of cash (without interest) equal to the amount (rounded down to the nearest two decimal places) of such excess divided by the sum of the number of Stock Electing Company Shares and the number of Non-Electing Company Shares and (B) a number of validly issuedOption Payment, fully paid and non-assessable shares of Parent Common Stock equal to the product of (I) the Common Exchange Ratio and (II) a fraction, the numerator of which shall be included in the Per Share Cash Election Consideration minus the amount calculated in clause (A) of this paragraph and the denominator of which shall be the Per Share Cash Election Merger Consideration. (iii) The shares of Parent Common Stock to be issued and/or cash payable upon the conversion of a share of Company Common Stock pursuant to this Section 1.6(b) are referred to collectively as 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 automatically without any action on the part of any holder of capital stock of Parent, Merger Sub, the Company Sub or the holders of any of the following securitiesCompany, respectively: (a) The limited liability company interests Each then outstanding share of Merger Sub issued and outstanding immediately prior to the Effective Time, all of which Common Stock shall be held by Parentconverted into and become one duly authorized, shall remain outstanding as limited liability company interests validly issued, fully paid and nonassessable share of common stock, $0.01 par value, of the Surviving Entity, all of which shall continue to be held indirectly by ParentCorporation. (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 then issued and held in the right to receive (without interestCompany’s treasury or by any of the Company’s Subsidiaries, subject to reduction for any applicable withholding Taxes payable in respect thereof and further subject to the provisions of this Article I): (i) Each each share of Company Common Stock with respect then owned by Parent, Merger Sub or any other wholly-owned Subsidiary of Parent, shall be cancelled and retired and shall cease to which an election exist, and no consideration shall be delivered in exchange therefor. (c) Subject to receive cash (a “Cash Election”) has been effectively made and not revoked pursuant to the provisions of Section 1.8(a) (each2.1(f), a “Cash Electing each then outstanding share of Company Share”) Common Stock held by Apar Investments shall be converted into and become the right to receive receive: (i) subject to Section 2.2, 0.473628 shares of Parent Common Stock (the “AI Parent Stock Consideration”); and (ii) $19.00 1.87889 in cash (the “Per Share AI Cash Election Consideration” and together with the AI Parent Stock Consideration, the “AI Merger Consideration”); provided, however, that if . (d) Subject to the product provisions of the total number of Cash Electing Company Shares multiplied by the Per Share Cash Election Consideration (such product being the “Cash Election Amount”) exceeds $641,000,000.00 (the “Maximum Cash Amount”Section 2.1(f), each then each Cash Electing outstanding share of Company Share Common Stock held by Srivastava shall be converted into a and become the right to receive receive: (Ai) an amount of cash (without interest) equal subject to the product (rounded down to the nearest two decimal places) of (I) the Per Share Cash Election Consideration and (II) a fractionSection 2.2, the numerator of which shall be the Maximum Cash Amount and the denominator of which shall be the Cash Election Amount (such fraction being the “Cash Fraction”) and (B) a number of validly issued, fully paid and non-assessable 0.55241 shares of Parent Common Stock equal to (the product of (x) the Common Exchange Ratio and (y) one (1) minus the Cash Fraction.“RS Parent Stock Consideration”); and (ii) Each $1.39616 in cash (the “RS Cash Consideration” and together with the RS Parent Stock Consideration, the “RS Merger Consideration”). The AI Cash Consideration and RS Cash Consideration are referred to together as the “Cash Consideration”; the AI Parent Stock Consideration and the RS Parent Stock Consideration are referred to together as the “Founder Parent Stock Consideration”; and the AI Merger Consideration and the RS Merger Consideration are referred to together as the “Founder Merger Consideration”. (e) Subject to the provisions of Section 2.1(f), each then outstanding share of Company Common Stock with respect to which an election to receive stock consideration held by any person other than Apar Investments or Srivastava (a “Stock Election”including, without limitation, all outstanding shares held by the Warburg Holders) has been effectively made (other than shares cancelled and not revoked retired pursuant to Section 1.8(a) (each, a “Stock Electing Company Share”2.1(b) and each Non-Electing Company Share (as defined herein) Dissenting Shares), shall be converted into 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 1.9) (the “Stock Election Consideration”); provided, however, that if the Maximum Cash Amount exceeds the Cash Election Amount, then each Stock Electing Company Share and each Non-Electing Company Share shall be converted into become the right to receive (A) an amount of cash (without interest) equal receive, subject to the amount (rounded down to the nearest two decimal places) of such excess divided by the sum of the number of Stock Electing Company Shares and the number of Non-Electing Company Shares and (B) a number of validly issuedSection 2.2, fully paid and non-assessable 0.780274 shares of Parent Common Stock equal to the product of (I) the Common Exchange Ratio and (II) a fraction, the numerator of which shall be the Per Share Cash Election Consideration minus the amount calculated in clause (A) of this paragraph and the denominator of which shall be the Per Share Cash Election Consideration. (iii) The shares of Parent Common Stock to be issued and/or cash payable upon the conversion of a share of Company Common Stock pursuant to this Section 1.6(b) are referred to collectively as the “Common Other Parent Stock Consideration” and together with the Preferred Stock Founder Merger Consideration, the “Merger Consideration”). (cf) All Company Common Shares (For purposes of clarity and without limiting the generality of the foregoing, notwithstanding any other than Company Common Shares to be canceled pursuant to Section 1.6(d)) provision of this Agreement, in no event 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 aggregate amount of Founder Parent Stock Consideration and the Other Parent Stock Consideration to be issued in the Merger to holders of Company Common Stock Consideration upon surrender exceed, in the aggregate, 8,649,680 shares of such Certificates Parent Common Stock plus any shares of Parent Common Stock issued pursuant to Section 2.1(e) as the result of the exercise of any Company Stock Options or Book-Entry Shares Company Stock Warrants between the date hereof and Closing and any shares of Parent Common Stock issued as a result of adjustments to the conversion ratios in accordance with the last sentence of Section 2.1(c)2.5, without interest (subject to any applicable withholding Tax specified in Section 2.2); and or (ii) any dividends the Cash Consideration to be paid and other distributions in accordance with Section 2.1(g). (d) Each delivered to holders of Company Common Share owned by Parent or Stock in the Merger Sub, or owned by any direct or indirect Subsidiary of any such Personexceed, in each case immediately prior to the Effective Timeaggregate, shall automatically be canceled and retired and cease to exist as $11,000,000. Furthermore, it is the intent 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, parties that the cash portion of the Company consideration not exceed twenty percent (such shares, collectively, 20%) of the “Company Preferred Stock”, and each, a “Company Preferred Share”, and total consideration. In the event that the Company Preferred Shares collectively with believes, acting in good faith, that there has been a material decline in the Company Common Shares, consolidated enterprise value of Parent and such decline causes the “Company Shares”) issued and outstanding immediately prior to aggregate value of the Effective Time shall be converted into shares of the right to receive the Preferred Founder Parent Stock Consideration and the Other Parent Stock Consideration to be less than $44,000,000, as determined by a mutually acceptable third-party valuation, the per share cash amount set forth in Section 2.1(c)(ii) and 2.1(d)(ii) shall be canceled and cease decreased solely to existthe extent necessary to cause the aggregate Cash Consideration not to exceed 20% of the total consideration; provided, and each holder of however, that any proposed decrease in the aggregate Cash Consideration to $10,750,000 or less shall be conclusively deemed to constitute 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 theretoParent Material Adverse Effect for all purposes under this Agreement, except including without limitation the Company’s right to receive the Preferred Stock Consideration upon surrender of such certificates or book-entry sharesterminate this Agreement.

Effect on Capital Stock. (a) At the Effective Time, subject to the provisions of this Plan, each share of common stock of the Company, having no par value (“Company Common Stock”), issued and outstanding immediately prior to the Effective Time (other than shares of Company Common Stock owned by Parent or the Company or any of their respective wholly-owned subsidiaries which for purposes of clarity shall not include any shares of Company Common Stock held in a trust established by the Company or any of its Subsidiaries), 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 indirectly by Parent. (b) Each share of common stock, par value $0.01 per share, of the Company (such shares, collectively, the “Company Merger Consideration”): (i) each Stock Election Share shall be converted into the right to receive the number of Parent Common StockShares equal to the Exchange Ratio (the “Per Share Stock Consideration”), subject to adjustment in accordance with this Section 7(a) and eachSection 7(c); (ii) each Cash Election Share shall be converted into the right to receive the Per Share Cash Consideration in cash, a without interest, subject to adjustment in accordance with this Section 7(a) and Section 7(c); and (iii) each No Election Share shall be converted into the right to receive the Per Share Stock Consideration and/or the Per Share Cash Consideration in cash, without interest, as provided in this Section 7(a) below, subject to adjustment in accordance with Section 7(c). (iv) Notwithstanding the foregoing, if: (1) the product of (A) the Cash Election Shares and (B) the Per Share Cash Consideration (such product being the “Company Common ShareElected Cash Consideration”) issued that would be paid upon conversion of the Cash Election Shares in the Merger exceeds the Available Cash Consideration, then: (A) all Stock Election Shares and outstanding immediately prior all No Election Shares shall be converted into the right to receive the Effective Time Per Share Stock Consideration; and (other than any shares of Company Common Stock to be canceled pursuant to Section 1.6(d)B) all Cash Election Shares shall be converted into the right to receive (without interest, subject to reduction for any applicable withholding Taxes payable in respect thereof and further subject to the provisions of this Article I): (i) Each share of Company Common Stock with respect to which an election to receive cash (a “Cash Election”) has been effectively made and not revoked pursuant to Section 1.8(a) (each, a “Cash Electing Company Share”) shall be converted into the right to receive $19.00 in cash (the “Per Share Cash Election Consideration”); provided, however, that if the product of the total number of Cash Electing Company Shares multiplied by the Per Share Cash Election Consideration (such product being the “Cash Election Amount”) exceeds $641,000,000.00 (the “Maximum Cash Amount”), then each Cash Electing Company Share shall be converted into a right to receive (A) an amount of cash (without interest) equal to the product (rounded down to the nearest two decimal places) of (Iw) the Per Share Cash Election Consideration and multiplied by (IIx) a fraction, the numerator of which shall be the Maximum Available Cash Amount Consideration and the denominator of which shall be the Elected Cash Election Amount Consideration (such the fraction described in this clause (x) being referred to as the “Cash Fraction”) and (Bii) a number of validly issuedParent Common Shares equal to the product of (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, fully paid then: (A) each Cash Election Share shall be converted into the right to receive the Per Share Cash Consideration; and (B) if the product of (i) the number of No Election Shares and non-assessable shares (ii) the Per Share Cash Consideration (the “No Election Value”) equals or exceeds the difference between the Available Cash Amount and the Elected Cash Consideration (the “Cash Shortfall”), then: (i) a number of No Election Shares equal to the Cash Shortfall divided by the Per Share Cash Consideration shall be converted into the Per Share Cash Consideration, with the remainder of the No Election Shares converted into the Per Share Stock Consideration; and (ii) each Stock Election Share shall be converted into the right to receive the Per Share Stock Consideration, or, alternatively; (C) if the No Election Value is less than the Cash Shortfall, then (i) each No Election Share shall be converted into the right to receive the Per Share Cash Consideration; and (ii) each Stock Election Share shall be converted into the right to receive (i) an amount of cash (without interest) equal to (x) the difference between the Cash Shortfall and the No Election Value divided by (y) the number of Stock Election Shares and (ii) a number of Parent Common Stock Shares equal to the product of (x) the Common Exchange Ratio and (y) one (1) minus the fraction determined by dividing the amount of cash determined pursuant to the preceding clause (i) by the Per Share Cash FractionConsideration. (ii3) Each share of Company Common Stock with respect to which an election to receive stock consideration the Elected Cash Consideration equals the Available Cash Consideration, then: (a “Stock Election”A) has been effectively made and not revoked pursuant to Section 1.8(a) (each, a “Stock Electing Company Share”) and each Non-Electing Company Share (as defined herein) shall be converted into 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 1.9) (the “Stock Election Consideration”); provided, however, that if the Maximum Cash Amount exceeds the Cash Election Amount, then each Stock Electing Company Share and each Non-Electing Company Share shall be converted into the right to receive the Per Share Cash Consideration; and (B) each Stock Election Share and No Election Share shall be converted into the right to receive the Per Share Stock Consideration. (v) Notwithstanding the definition of Available Cash Consideration, Parent 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 plus the product of (A) an amount of cash (without interest) equal to the amount (rounded down to the nearest two decimal places) of such excess divided by the sum of the number of Stock Electing Company Shares and the number of Non-Electing Company No Election Shares and (B) a number of validly issued, fully paid and non-assessable shares of Parent Common Stock equal to the product of (I) the Common Exchange Ratio and (II) a fraction, the numerator of which shall be the Per Share Cash Election Consideration; provided that Parent may not increase the Available Cash Consideration minus to an amount that, in the amount calculated reasonable opinion of counsel to Parent and counsel to the Company, would cause such counsel to be unable to render the opinions described in clause (ASection 6.2(c) and Section 6.3(c) respectively of this paragraph and the denominator of which shall be the Per Share Cash Election ConsiderationMerger Agreement. (iiivi) The shares If the aggregate number of Parent Common Stock Shares to be issued and/or cash payable upon the conversion of a share of Company Common Stock pursuant to this Section 1.6(b2.1(a) are referred would exceed 19.9% of the Parent Common Shares outstanding immediately prior to collectively as the Effective Time (the “Common Stock Consideration” and together with Maximum Share Amount”), then appropriate adjustments shall be made to the Preferred Stock Consideration, Merger Consideration to be paid or issued pursuant thereto such that (1) the “Merger Consideration”. (c) All Company aggregate number of Parent Common Shares (other than Company included in the Merger Consideration is reduced to the extent required such that the aggregate number of Parent Common Shares to be canceled so issued does not exceed the Maximum Share Amount and (2) the aggregate amount of cash consideration included in the Merger Consideration is increased by an amount equal to the Average Parent Share Price multiplied by the number of Parent Common Shares so reduced (the “Additional Cash Consideration”), provided, however, that the Additional Cash Consideration shall not exceed the amount that would, in the reasonable opinion of counsel to Parent and counsel to the Company, cause such counsel to be unable to render the opinions described in Section 6.2(c) and Section 6.3(c), respectively (b) From and after the Effective Time, the Company Common Stock converted into the Merger Consideration pursuant to Section 1.6(d)) this Plan shall no longer remain outstanding and shall automatically be canceled cancelled 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 (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)7, 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)9(f) and (iii) any cash to be paid in lieu of any fractional Parent Common Share in accordance with Section 10. (c) If at any time during the period between the date of the Merger Agreement and the Effective Time, any change in the outstanding common stock of Parent or the outstanding common stock of the Company shall occur by reason of any reclassification, recapitalization, stock split or combination, exchange, merger, consolidation or readjustment of shares, or any stock dividend thereon with a record date during such period, or any similar transaction or event, 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 Company Common Stock the same economic effect as contemplated by this Agreement prior to such event. (d) Each At the Effective Time, (i) all shares of Company Common Share Stock that are owned by Parent or Merger Subthe Company (the “Cancelled Shares”) shall be automatically cancelled and shall cease to exist and no Securities of Parent, cash or other consideration shall be delivered in exchange therefore and (ii) all shares of Company Common Stock that are owned by any direct wholly-owned subsidiary of Parent 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 a number of Parent Common Shares equal to 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 sharesExchange Ratio.

Effect on Capital Stock. (a) 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 holder of any capital stock of the following securities: (a) The limited liability company interests of Merger Sub issued and outstanding immediately prior to the Effective TimeCompany, 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 indirectly 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 (without interest, subject to reduction for any applicable withholding Taxes payable in respect thereof and further subject to the provisions of this Article I): (i) Each share of Company Common Stock with respect to which an election to receive cash (a “Cash Election”) has been effectively made and not revoked pursuant to Section 1.8(a) (each, a “Cash Electing Company Share”) shall be converted into the right to receive $19.00 in cash (the “Per Share Cash Election Consideration”); provided, however, that if the product of the total number of Cash Electing Company Shares multiplied by the Per Share Cash Election Consideration (such product being the “Cash Election Amount”) exceeds $641,000,000.00 (the “Maximum Cash Amount”), then each Cash Electing Company Share shall be converted into a right to receive (A) an amount of cash (without interest) equal to the product (rounded down to the nearest two decimal places) of (I) the Per Share Cash Election Consideration and (II) a fraction, the numerator of which shall be the Maximum Cash Amount and the denominator of which shall be the Cash Election Amount (such fraction being the “Cash Fraction”) and (B) a number of validly issued, fully paid and non-assessable shares of Parent Common Stock equal to the product of (x) the Common Exchange Ratio and (y) one (1) minus the Cash Fraction. (ii) Each share of Company Common Stock with respect to which an election to receive stock consideration (a “Stock Election”) has been effectively made and not revoked pursuant to Section 1.8(a) (each, a “Stock Electing Company Share”) and each Non-Electing Company Share (as defined herein) shall be converted into 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 1.9) (the “Stock Election Consideration”); provided, however, that if the Maximum Cash Amount exceeds the Cash Election Amount, then each Stock Electing Company Share and each Non-Electing Company Share shall be converted into the right to receive (A) an amount of cash (without interest) equal to the amount (rounded down to the nearest two decimal places) of such excess divided by the sum of the number of Stock Electing Company Shares and the number of Non-Electing Company Shares and (B) a number of validly issued, fully paid and non-assessable shares of Parent Common Stock equal to the product of (I) the Common Exchange Ratio and (II) a fraction, the numerator of which shall be the Per Share Cash Election Consideration minus the amount calculated in clause (A) of this paragraph and the denominator of which shall be the Per Share Cash Election Consideration. (iii) The shares of Parent Common Stock to be issued and/or cash payable upon the conversion fraction of a share of Company Common Stock pursuant to this Section 1.6(b) are referred to collectively as 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 sharesa "SHARE" or, 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”"SHARES") issued and outstanding immediately prior to the Effective Time Time, together with the Company Right (as defined below) or any fraction thereof associated with each Share or fraction thereof, shall be converted into one share or an equal fraction of a share of Common Stock, par value $0.01 per share, of Holdings ("HOLDINGS COMMON STOCK") together with a Holding Company Right (as defined below) or an equal fraction of such Holding Company Right (together, the right to receive "MERGER CONSIDERATION"), associated with each share of Holdings Common Stock or fraction thereof. At the Preferred Stock Consideration Effective Time, all Shares and Company Rights shall no longer be outstanding and shall be canceled and retired and shall cease to exist, and each holder of a certificate theretofore (an "OLD CERTIFICATE") formerly representing any of such Shares and Company Preferred Shares or non-certificated Company Preferred Shares represented by book-entry Rights shall cease thereafter represent only the right to have any rights with respect thereto, except the Merger Consideration and the right to receive any distribution or dividend pursuant to Section IV.2(c). For purposes of this Agreement, (i) "Company Right" means one preferred stock purchase right issued to the holders of Shares pursuant to the Preferred Stock Consideration upon surrender Rights Agreement, dated as of such certificates or book-entry sharesJuly 31, 2000 (the "Company Rights Agreement"), between the Company and Xxxxx Fargo, and (ii) "Holding Company Right" means one preferred stock purchase right issued to the holders of Holdings Common Stock according to the terms of the Assumption of and Amendment to the Universal Access, Inc. Preferred Stock Rights Agreement, dated as of July 13, 2001, among the Company, Holdings and Xxxxx Fargo, and this Section 1(a).

Effect on Capital Stock. At the Effective Time, Time by virtue of the Merger and without any further action on the part of ParentSummit, Merger Sub, the Company WinFirst or the holders of any holder 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 indirectly by Parent. (b) Each share of common stock, par value $0.01 1.00 per share, of the Company Summit (such shares, collectively, the “Company Summit 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 (without interest, subject to reduction for any applicable withholding Taxes payable in respect thereof and further subject to the provisions of this Article I): (i) Each share of Company Common Stock with respect to which an election to receive cash (a “Cash Election”) has been effectively made and not revoked pursuant to Section 1.8(a) (each, a “Cash Electing Company Share”) shall be converted into the right to receive $19.00 in cash (the “Per Share Cash Election Consideration”); provided, however, that if the product of the total number of Cash Electing Company Shares multiplied by the Per Share Cash Election Consideration (such product being the “Cash Election Amount”) exceeds $641,000,000.00 (the “Maximum Cash Amount”), then each Cash Electing Company Share shall be converted into a right to receive (A) an amount of cash (without interest) equal to the product (rounded down to the nearest two decimal places) of (I) the Per Share Cash Election Consideration and (II) a fraction, the numerator of which shall be the Maximum Cash Amount and the denominator of which shall be the Cash Election Amount (such fraction being the “Cash Fraction”) and (B) a number of validly issued, fully paid and non-assessable shares of Parent Common Stock equal to the product of (x) the Common Exchange Ratio and (y) one (1) minus the Cash Fraction. (ii) Each share of Company Common Stock with respect to which an election to receive stock consideration (a “Stock Election”) has been effectively made and not revoked pursuant to Section 1.8(a) (each, a “Stock Electing Company Share”) and each Non-Electing Company Share (as defined herein) shall be converted into 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 1.9) (the “Stock Election Consideration”); provided, however, that if the Maximum Cash Amount exceeds the Cash Election Amount, then each Stock Electing Company Share and each Non-Electing Company Share shall be converted into the right to receive (A) an amount of cash (without interest) equal to the amount (rounded down to the nearest two decimal places) of such excess divided by the sum of the number of Stock Electing Company Shares and the number of Non-Electing Company Shares and (B) a number of validly issued, fully paid and non-assessable shares of Parent Common Stock equal to the product of (I) the Common Exchange Ratio and (II) a fraction, the numerator of which shall be the Per Share Cash Election Consideration minus the amount calculated in clause (A) of this paragraph and the denominator of which shall be the Per Share Cash Election Consideration. (iii) The shares of Parent Common Stock to be issued and/or cash payable upon the conversion of a share of Company Common Stock pursuant to this Section 1.6(b) are referred to collectively as 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 continue to be one validly issued, fully paid and nonassessable share of common stock, par value $1.00 per share, of Summit. (b) Subject to the other provisions of this Article II, each share of common stock, without par value per share, of WinFirst (“WinFirst Common Stock”) (other than each Dissenting Share, as defined below in Section 2.6) that is issued and outstanding immediately prior to the Effective Time, shall cease to be outstanding and will be converted into and become the right to receive an amount equal to $328.05 in cash, without interest (the Preferred “Merger Consideration”). (c) As of the Effective Time, all shares of WinFirst Common Stock converted into the Merger Consideration pursuant to this Section 2.1 shall no longer be outstanding and shall automatically be canceled and retired, and all rights with respect thereto 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 WinFirst Common Stock shall cease to have any rights with respect thereto, except the right to receive the Preferred Stock Consideration receive, upon surrender of the Certificate(s) (as defined herein) in accordance with Section 2.2 hereof, his, her or its pro rata share of the Merger Consideration pursuant to this Section 2.1. (d) At the Effective Time, the stock transfer books of WinFirst shall be closed, and no transfer of then-outstanding WinFirst Common Stock shall thereafter be made. (e) Any shares of WinFirst Common Stock that are owned by WinFirst (including treasury shares) or Summit (other than shares held in a fiduciary capacity or shares held in satisfaction of a debt previously contracted) shall automatically be canceled and retired and all rights with respect thereto shall cease to exist, and no consideration shall be delivered in exchange therefor. (f) Notwithstanding anything to the contrary herein, WinFirst may distribute, in a lump sum, to the WinFirst shareholders, immediately prior to the Closing Date, a cash distribution per share of WinFirst Common Stock (the “Special Distribution”) in the amount by which Adjusted Shareholders’ Equity exceeds the Minimum Adjusted Shareholders’ Equity Ceiling as of the Calculation Date (each as defined in Section 2.1(g) below) immediately preceding the Effective Time (as defined in 2.1(g) below), if any, divided by the number of shares of WinFirst Common Stock. If the Adjusted Shareholders’ Equity does not exceed the Minimum Adjusted Shareholders’ Equity Ceiling (as defined in Section 2.1(g) below), then the Special Distribution shall not occur. (g) As of the last day of the full month immediately preceding the Effective Time or such certificates other date mutually acceptable to the Parties (the “Calculation Date”), if the Adjusted Shareholders’ Equity (as defined below), is less than the Minimum Adjusted Shareholders’ Equity Floor, then the aggregate value of the Merger Consideration shall be reduced one dollar for every dollar by which the Adjusted Shareholders’ Equity is less than the Minimum Adjusted Shareholders’ Equity Floor. For purposes of this Agreement, “Adjusted Shareholders’ Equity” shall mean Shareholders’ Equity, calculated on the Calculation Date, and adjusted as follows: (i) there shall be excluded any after-tax net unrealized gains or booklosses on available-entry sharesfor-sale securities and on derivative financial instruments included in accumulated other comprehensive income; (ii) increased by the reasonable sum of estimated earnings at WinFirst Bank from the period beginning on the Calculation Date and ending at the Effective Time; (iii) decreased by any dividends that are permitted to be paid in accordance with the terms of this Agreement; and (iv) all costs and expenses of WinFirst associated with the Merger shall have been paid or accrued, or in the case of costs and expenses that are not yet accrued under GAAP, such costs shall be estimated and deducted, prior to the Calculation Date and any distributions contemplated in this Agreement shall have been taken into account as of such date, including, but not limited to, legal, accounting, brokerage, advisory or consulting fees, early termination, deconversion or penalty fees and costs for data processing or other contractual arrangements; and any change-in-control or similar payments (to employees or otherwise). Any reduction in the Merger Consideration shall be allocated among all holders of WinFirst Common Stock proportionately. The “Minimum Adjusted Shareholders’ Equity Floor” means $15,728,000. The “Minimum Adjusted Shareholders’ Equity Ceiling” means $16,428,000. For purposes of calculating whether the Merger Consideration shall be reduced pursuant to this Section 2.1(g) or whether a Special Distribution shall be paid pursuant to Section 2.1(f), gains from the sale of securities after the date of this Agreement shall be excluded from the Adjusted Shareholders’ Equity.

Effect on Capital Stock. At the Effective Time, by By virtue of the Merger and without any action on the part of Parentthe Purchaser, Merger Subthe Transitional Subsidiary, the Company or the holders of any of the following Company's securities: (ai) The limited liability company interests of Merger Sub CONVERSION OF THE COMPANY CAPITAL STOCK; MERGER CONSIDERATION. Each Company Share 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 indirectly 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 Closing Date (other than any shares of Company Common Stock to be canceled pursuant to Section 1.6(dthe Dissenting Shares (as defined below)) shall be converted into and represent the right to receive (without interest, subject to reduction for any applicable withholding Taxes payable in respect thereof and further subject to the provisions of this Article I): Section 2.11 hereof) such number of Purchaser Shares as is equal to the Conversion Ratio (as defined below) for such share. The "CONVERSION Ratio" shall initially be the result obtained by dividing (i) Each share of Company Common Stock with respect to which an election to receive cash (a “Cash Election”) has been effectively made and not revoked pursuant to Section 1.8(a) (each, a “Cash Electing Company Share”) shall be converted into the right to receive $19.00 in cash 1,195,761 (the “Per Share Cash Election Consideration”); provided, however, that if the product of the total number of Cash Electing Company Shares multiplied "TOTAL PURCHASER SHARES") by the Per Share Cash Election Consideration (such product being the “Cash Election Amount”) exceeds $641,000,000.00 (the “Maximum Cash Amount”), then each Cash Electing Company Share shall be converted into a right to receive (A) an amount of cash (without interest) equal to the product (rounded down to the nearest two decimal places) of (Iii) the Per Share Cash Election Consideration and (II) a fraction, the numerator of which shall be the Maximum Cash Amount and the denominator of which shall be the Cash Election Amount (such fraction being the “Cash Fraction”) and (B) a number of validly issued, fully paid and non-assessable shares of Parent Common Stock equal to the product sum of (x) the Common Exchange Ratio number of Company Shares issued and outstanding, (y) one the number of Company Shares issuable upon exercise of outstanding options to purchase Company Shares, whether vested or unvested (1"OPTIONS"), and warrants to purchase Company Shares, including without limitation any warrants held by the Note Holders pursuant to the terms of the Convertible Notes ("WARRANTS") minus and (z) the Cash Fraction. number of Common Shares issuable upon conversion of the Company Preferred Shares and any other convertible or exchangeable securities of the Company, all of which will be determined immediately prior to the Closing Date. The Conversion Ratio shall be subject to adjustment as follows: (i) the Total Purchaser Shares shall be reduced by the number of Purchaser Shares issued by the Purchaser to the Note Holders pursuant to Section 2.4(e)(iv) hereof; (ii) Each share the Total Purchaser Shares shall be reduced by the number of Company Common Stock with respect Purchaser Shares issued to which an election to receive stock consideration Chesxxx X. Xxxxxxx, Xx., xxe Company's President and Chief Executive Officer (a “Stock Election”) has been effectively made and not revoked the "CEO"), pursuant to Section 1.8(a2.4(e)(vii) hereof; and (eachiii) the Total Purchaser Shares shall be reduced by the number of Purchaser Shares to be issued to Burt Xxxxxxxxxx, a “Stock Electing xxe Company's founder and Chief Technology Officer (the "CTO") pursuant to Section 2.4(e)(viii) hereof. Stockholders of record of the Company Share”) and each Non-Electing Company Share (as defined hereinthe "STOCKHOLDERS") shall be converted into an amount of Parent Common Stock equal entitled to receive 90% (rounded up to the product next whole share) of one the Purchaser Shares into which their Company Common Share multiplied by Shares were converted pursuant to this Section 2.4(e) (the Common Exchange Ratio ("INITIAL SHARES"). The balance of the Purchaser Shares into which Common Exchange Ratio is subject their Company Shares were converted pursuant to adjustment this Section 2.4(e), plus the aggregate number of Purchaser shares to be deposited under the Escrow Agreement as set forth in Section 1.92.4(e)(iv) hereof (the “Stock Election Consideration”"ESCROW SHARES"); provided, however, that if the Maximum Cash Amount exceeds the Cash Election Amount, then each Stock Electing Company Share and each Non-Electing Company Share shall be converted into deposited in escrow pursuant to Section 2.11 in accordance with the right to receive (A) an amount of cash (without interest) equal to the amount (rounded down to the nearest two decimal places) of such excess divided by the sum of the number of Stock Electing Company Escrow Agreement. The Initial Shares and the number of Non-Electing Company Escrow Shares and (B) a number of validly issued, fully paid and non-assessable shares of Parent Common Stock equal to the product of (I) the Common Exchange Ratio and (II) a fraction, the numerator of which shall together be the Per Share Cash Election Consideration minus the amount calculated in clause (A) of this paragraph and the denominator of which shall be the Per Share Cash Election Consideration. (iii) The shares of Parent Common Stock to be issued and/or cash payable upon the conversion of a share of Company Common Stock pursuant to this Section 1.6(b) are referred to collectively herein as the “Common Stock Consideration” and together with the Preferred Stock Consideration, the “Merger Consideration”"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. (a) At the Effective Time, automatically 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 securitiesPerson: (ai) The limited liability company interests each share of Merger Sub Parent Common Stock that is issued and outstanding immediately prior to the Effective Time, all of which Time shall remain issued and outstanding and shall be held unchanged by Parent, shall remain outstanding as limited liability company interests of the Surviving Entity, all of which shall continue to be held indirectly by Parent.Merger; (bii) Each each share of common stock, par value $0.01 per share, of the Company (such shares, collectively, the “Company Common Stock”, Stock held as Treasury Stock immediately prior to the Effective Time shall be cancelled and each, a “retired at the Effective Time and no consideration shall be issued in exchange therefor; and (iii) each outstanding 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)Treasury Stock) shall become and be converted into into, as provided in and subject to the limitations set forth in this Agreement, the right to receive (without interestat the election of the holder thereof, subject to reduction for any applicable withholding Taxes payable as provided in respect thereof and further subject to the provisions of this Article I): Section 3.02, (i) Each share of Company Common Stock with respect to which an election to receive cash (a “Cash Election”) has been effectively made and not revoked pursuant to Section 1.8(a) (each, a “Cash Electing Company Share”) shall be converted into the right to receive $19.00 in cash 1.4823 shares (the “Per Share Cash Election Consideration”); provided, however, that if the product of the total number of Cash Electing Company Shares multiplied by the Per Share Cash Election Consideration (such product being the “Cash Election AmountExchange Ratio”) exceeds $641,000,000.00 (the “Maximum Cash Amount”), then each Cash Electing Company Share shall be converted into a right to receive (A) an amount of cash (without interest) equal to the product (rounded down to the nearest two decimal places) of (I) the Per Share Cash Election Consideration and (II) a fraction, the numerator of which shall be the Maximum Cash Amount and the denominator of which shall be the Cash Election Amount (such fraction being the “Cash Fraction”) and (B) a number of validly issued, fully paid and non-assessable shares of Parent Common Stock equal to the product of (x) the Common Exchange Ratio and (y) one (1) minus the Cash Fraction. (ii) Each share of Company Common Stock with respect to which an election to receive stock consideration (a “Stock Election”) has been effectively made and not revoked pursuant to Section 1.8(a) (each, a “Stock Electing Company Share”) and each Non-Electing Company Share (as defined herein) shall be converted into 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 1.9) (the “Stock Election Consideration”) or (ii) $27.90 in cash, without interest (the “Cash Consideration”); provided, however, that if the Maximum Cash Amount exceeds . The Stock Consideration and the Cash Election Amount, then each Stock Electing Company Share and each Non-Electing Company Share shall be converted into the right to receive (A) an amount of cash (without interest) equal to the amount (rounded down to the nearest two decimal places) of such excess divided by the sum of the number of Stock Electing Company Shares and the number of Non-Electing Company Shares and (B) a number of validly issued, fully paid and non-assessable shares of Parent Common Stock equal to the product of (I) the Common Exchange Ratio and (II) a fraction, the numerator of which shall be the Per Share Cash Election Consideration minus the amount calculated in clause (A) of this paragraph and the denominator of which shall be the Per Share Cash Election Consideration. (iii) The shares of Parent Common Stock to be issued and/or cash payable upon the conversion of a share of Company Common Stock pursuant to this Section 1.6(b) are sometimes referred to herein collectively as the “Common Stock Consideration” and together with the Preferred Stock Consideration, the “Merger Consideration.”. (cb) 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 (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 appropriate adjustments 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 Subthe event that, or owned by any direct or indirect Subsidiary subsequent to the date of any such Person, in each case immediately this Agreement but prior to the Effective Time, the outstanding Parent Common Stock shall automatically have been increased, decreased, changed into or exchanged for a different number of shares or securities through stock dividend, stock split, reverse stock split or other like changes in Parent’s capitalization (a “Capital Change”). In addition, if Parent enters into an agreement pursuant to which shares of Parent Common Stock would be canceled and retired and cease converted, prior to exist as the Effective Time, into shares or other securities or obligations of another corporation, proper provision shall be made in such agreement, so that each Company shareholder shall be entitled to receive at the Effective Time and no consideration shall such number of shares or other securities or amount of obligations of such other corporation as such shareholder would be paid in exchange therefor. (e) Each share of 6.125% Series C Cumulative Redeemable Preferred Stock, par value $0.01 per share, of entitled to receive if 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 Effective Time had occurred 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 consummation of such certificates or book-entry sharesconversion.