Common use of Effects of the Merger Clause in Contracts

Effects of the Merger. (a) At the Effective Time (i) the separate existence of the Company shall cease and Company shall be merged with and into Sub (Sub and the Company are sometimes referred to herein as the "Constituent Corporations" and Sub is sometimes referred to herein as the "Surviving Corporation"), (ii) the Certificate of Incorporation of Sub as in effect immediately prior to the Effective Time, with such amendments thereto as are effected by this Agreement, shall be the Certificate of Incorporation of the Surviving Corporation, and (iii) the By-laws of Sub as in effect immediately prior to the Effective Time shall be the By-laws of the Surviving Corporation. (b) At and after the Effective Time, the Surviving Corporation shall possess all the rights, privileges, powers and franchises and be subject to all the restrictions, disabilities and duties of each of the Constituent Corporations; and all and singular rights, privileges, powers and franchises of each of the Constituent Corporations, and all property, real, personal and mixed, and all debts due to either of the Constituent Corporations on whatever account, as well as for stock and other securities subscriptions and all other things in action or belonging to each of the Constituent Corporations, shall be vested in the Surviving Corporation, and all property, rights, privileges, powers and franchises, and all and every other interest shall be thereafter as effectively the property of the Surviving Corporation as they were of the Constituent Corporations, and the title to any real estate vested by deed or otherwise, in either of the Constituent Corporations, shall not revert or be in any way impaired; but all rights of creditors and all liens upon any property of either of the Constituent Corporations shall be preserved unimpaired, and all debts, liabilities and duties of the Constituent Corporations shall thenceforth attach to the Surviving Corporation, and may be enforced against it to the same extent as if said debts and liabilities had been incurred by it.

Effects of the Merger. (a) At the Effective Time (i) Time, the separate existence of the Company I/O Marine shall cease cease, and Company I/O Marine shall be merged with and into Sub DigiCourse (Sub DigiCourse and the Company I/O Marine are sometimes referred to herein as the "Constituent Corporations" and Sub is sometimes referred to herein as the "Surviving Corporation"), (ii) ; the Certificate Articles of Incorporation of Sub as in effect immediately prior to the Effective Time, with such amendments thereto as are effected by this Agreement, shall be the Certificate of Incorporation of the Surviving Corporation, and (iii) the By-laws of Sub DigiCourse as in effect immediately prior to the Effective Time shall be amended and restated in the By-laws Certificate of Merger and shall be the Articles of Incorporation of the Surviving Corporation until thereafter amended; the Bylaws of DigiCourse shall be amended and restated immediately prior to the Effective Time and shall be the Bylaws of the Surviving Corporation until thereafter amended; the duly elected and incumbent Board of Directors of I/O Marine as constituted immediately prior to the Effective Time shall be the Board of Directors of the Surviving Corporation, and shall serve until their successors are duly elected and qualified; and the duly elected and incumbent officers of I/O Marine as in office immediately prior to the Effective Time shall be the officers of the Surviving Corporation, and shall serve until the Board of Directors of Surviving Corporation takes action in respect of such service. (b) At and after the Effective Time, the Surviving Corporation shall possess all the rights, privileges, powers and franchises franchises, whether of a public or a private nature, and be subject to all the restrictions, disabilities and duties duties, of each of the Constituent Corporations; and all and singular of the rights, privileges, powers and franchises of each of the Constituent Corporations, and all property, real, personal and mixed, and all debts due to either of the Constituent Corporations on whatever account, as well as for stock and other securities subscriptions and all other things in action or belonging to each of the Constituent Corporations, shall be vested in the Surviving Corporation, Corporation and all contractual rights, property, rights, privileges, powers and franchises, and all and every other interest shall thereafter be thereafter as effectively the property of the Surviving Corporation as they were of the respective Constituent Corporations, and the title to any real estate vested by deed or otherwise, otherwise in either of the Constituent Corporations, Corporations shall not revert or be in any way impaired; but all rights of creditors and all liens upon any property of either of the Constituent Corporations shall be preserved unimpaired, and all debts, liabilities and duties of the respective Constituent Corporations shall thenceforth attach to the Surviving Corporation, and may be enforced against it to the same extent as if said debts and liabilities had been incurred or contracted by it.

Effects of the Merger. (a) At the Effective Time (i) the separate existence of the Company Sub shall cease and Company Sub shall be merged with and into Sub CompCore (Sub and the Company are sometimes referred to herein as the "Constituent Corporations" and Sub is sometimes referred to herein as the "Surviving Corporation"), (ii) the Certificate Articles of Incorporation of Sub CompCore shall be amended so that Article III of such Articles of Incorporation shall read as in effect immediately prior follows: "The total number of shares of all classes which this corporation shall have authority to the Effective Timeissue shall be 1,000, with all of which shall consist of Common Stock, par value $.001 per share," and, as so amended, such amendments thereto as are effected by this Agreement, Articles of Incorporation shall be the Certificate Articles of Incorporation of the Surviving Corporation, and (iii) the By-laws Bylaws of Sub CompCore as in effect immediately prior to the Effective Time shall be the By-laws Bylaws of the Surviving Corporation. (Sub and CompCore are sometimes referred to herein as the "Constituent Corporations.") (b) At and after the Effective Time, the Surviving Corporation shall possess all the rights, privileges, powers and franchises of a public as well as of a private nature, and be subject to all the restrictions, disabilities and duties of each of the Constituent Corporations; and all and singular rights, privileges, powers and franchises of each of the Constituent Corporations, and all property, real, personal and mixed, and all debts due to either of the Constituent Corporations on whatever account, as well as for stock and other securities subscriptions and all other things in action or belonging to each of the Constituent Corporations, shall be vested in the Surviving Corporation, and all property, rights, privileges, powers and franchises, and all and every other interest shall be thereafter as effectively effectually the property of the Surviving Corporation as they were of the Constituent Corporations, and the title to any real estate vested by deed or otherwise, in either of the Constituent Corporations, shall not revert or be in any way impaired; but all rights of creditors and all liens upon any property of either of the Constituent Corporations shall be preserved unimpaired, and all debts, liabilities and duties of the Constituent Corporations shall thenceforth thereafter attach to the Surviving Corporation, and may be enforced against it to the same extent as if said such debts and liabilities had been incurred by it.

Effects of the Merger. (a) At the Effective Time (i) the separate existence of the Company shall cease and Company shall be merged with and into Sub (Sub and the separate corporate existence of Company are sometimes referred to herein as the "Constituent Corporations" and Sub is sometimes referred to herein as the "Surviving Corporation")shall cease, (ii) the Certificate Articles of Incorporation of Sub as in effect immediately prior to the Effective Time, with such amendments thereto as are effected by this Agreement, Time shall be the Certificate Articles of Incorporation of the Surviving Corporation, and (iii) the By-laws of Sub as in effect immediately prior to the Effective Time shall be the By-laws of the Surviving Corporation, (iv) the directors of Sub at the Effective Time shall be the directors of the Surviving Corporation and (v) the officers of Sub immediately prior to the Effective Time shall be the officers of the Surviving Corporation, until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be. (b) At and after Subject to Illinois law, at the Effective Time, the Surviving Corporation (i) Sub shall possess all assets and property of every description, and every interest therein, wherever located, and the rights, privileges, powers and franchises and be subject to all the restrictionsimmunities, disabilities and duties of each of the Constituent Corporations; and all and singular rightspowers, privileges, powers and franchises of each of the Constituent Corporationsfranchises, and all propertyauthority, real, personal and mixed, and all debts due to either of the Constituent Corporations on whatever account, a public as well as for stock and other securities subscriptions of a private nature, of Company and all other things in action or obligations belonging to or due each of the Constituent Corporations, Company and Sub shall be vested in the Surviving Corporation, and all property, rights, privileges, powers and franchises, and all and every other interest shall be thereafter as effectively the property of the Surviving Corporation as they were of the Constituent Corporations, and the Sub without further act or deed; (ii) title to any real estate or any interest therein vested by deed or otherwise, in either of the Constituent Corporations, Company shall not revert or be in any way impairedbe impaired by reason of the Merger; but (iii) all rights of creditors and all liens upon on any property of either of the Constituent Corporations Company shall be preserved unimpaired; (iv) Sub shall be liable for all the obligations of Company, and all debtsany claim existing, liabilities and duties or action or proceeding pending, by or against either of Company or Sub, may be prosecuted to judgment with the Constituent Corporations shall thenceforth attach to right of appeal, as if the Merger had not taken place. (c) As used in this Agreement, "Surviving Corporation" shall mean Sub, at and may be enforced against it to after the same extent Effective Time, as if said debts and liabilities had been incurred by itthe surviving corporation in the Merger.

Effects of the Merger. (a) At the Effective Time (i) the separate existence of the Company Sub shall cease and Company Sub shall be merged with and into Sub Target (Sub and the Company Target are sometimes referred to herein as the "Constituent Corporations" and Sub Target is sometimes referred to herein as the "Surviving Corporation"), (ii) the Certificate of Incorporation of Sub Target shall be amended so that Article III of such Certificate of Incorporation shall read as in effect immediately prior follows: "The total number of shares of all classes of stock which the Corporation shall have authority to the Effective Timeissue is 1,000, with all of which shall consist of Common Stock, par value $.001 per share," and, as so amended, such amendments thereto as are effected by this Agreement, Certificate of Incorporation shall be the Certificate of Incorporation of the Surviving Corporation, and (iii) subject to the By-laws requirements of Section 6.15, the Bylaws of Sub as in effect immediately prior to the Effective Time shall be the By-laws Bylaws of the Surviving Corporation. (b) At and after the Effective Time, the effect of the Merger shall be as provided in the applicable provisions of the DGCL. Without limiting the foregoing, and subject thereto, the Surviving Corporation shall possess all the rights, privileges, powers and franchises of a public as well as of a private nature, and be subject to all the restrictions, disabilities and duties of each of the Constituent Corporations; and all and singular rights, privileges, powers and franchises of each of the Constituent Corporations, and all property, real, personal and mixed, and all debts due to either of the Constituent Corporations on whatever account, as well as for stock and other securities subscriptions and all other things in action or belonging to each of the Constituent Corporations, shall be vested in the Surviving Corporation, and all property, rights, privileges, powers and franchises, and all and every other interest shall be thereafter as effectively effectually the property of the Surviving Corporation as they were of the Constituent Corporations, and the title to any real estate vested by deed or otherwise, in either of the Constituent Corporations, shall not revert or be in any way impaired; but all rights of creditors and all liens upon any property of either of the Constituent Corporations shall be preserved unimpaired, and all debts, liabilities and duties of the Constituent Corporations shall thenceforth thereafter attach to the Surviving Corporation, and may be enforced against it to the same extent as if said such debts and liabilities had been incurred by it.

Effects of the Merger. (a) At the Effective Time Time, in accordance with this Agreement and Delaware Law and Minnesota Law, (i) the separate existence of the Company shall cease and Company YieldUP shall be merged with and into Sub, (ii) the separate corporate existence of YieldUP (except as such existence may be continued by operation of law) shall cease and (iii) Sub shall continue as the surviving corporation and shall be governed by Minnesota Law (Sub and the Company YieldUP are sometimes referred to herein as the "Constituent Corporations" and Sub is sometimes referred to herein as the "Surviving Corporation"), (ii) the Certificate of Incorporation of Sub as in effect immediately prior to the Effective Time, with such amendments thereto as are effected by this Agreement, shall be the Certificate of Incorporation of the Surviving Corporation, and (iii) the By-laws of Sub as in effect immediately prior to the Effective Time shall be the By-laws of the Surviving Corporation. (b) At and after the Effective Time, the effect of the Merger shall be as provided in the applicable provisions of Minnesota Law and Delaware Law. Without limiting the generality of the foregoing, and subject thereto, at and after the Effective Time, Surviving Corporation shall possess all the rights, privileges, powers powers, and franchises of a public as well as of a private nature, and be subject to all the restrictions, disabilities disabilities, and duties of each of the Constituent Corporations; and all and singular rights, privileges, powers powers, and franchises of each of the Constituent Corporations, and all property, real, personal and mixed, and all debts debts, liabilities and duties due on whatever account, and all and every other interest of or belonging to either of the Constituent Corporations on whatever accountCorporations, as well as for stock and other securities subscriptions and all other things in action or belonging to each of the Constituent Corporations, shall be taken and deemed to be transferred to and vested in the Surviving CorporationCorporation without further act or deed, and all property, rights, privileges, powers powers, and franchises, and all and every other interest shall be thereafter as effectively the property of the Surviving Corporation as they were of the Constituent CorporationsCorporation, and the title to any real estate vested by deed or otherwise, in either of the Constituent Corporations, shall not revert or be in any way impaired; but all rights of creditors and all liens upon any property of either of the Constituent Corporations shall be preserved unimpaired, and all debts, liabilities liabilities, and duties of the Constituent Corporations shall thenceforth thereafter attach to the Surviving Corporation, and may be enforced against it to the same extent as if said such debts and liabilities had been incurred or contracted by it.

Effects of the Merger. (a) At the Effective Time of the Merger: (ia) the separate existence of the Company Acquisition shall cease and Company Acquisition shall be merged with and into Sub (Sub and the Company are sometimes referred to herein as Company, which shall be the "Constituent Corporations" and Sub is sometimes referred to herein as the "Surviving Corporation"), ; (iib) the Certificate of Incorporation of Sub as in effect immediately prior to the Effective Time, with such amendments thereto as are effected by this Agreement, shall be the Certificate of Incorporation and By-Laws of the Surviving Corporation, and (iii) the By-laws of Sub Company as in effect immediately prior to the Effective Time shall be the Certificate of Incorporation and By-laws Laws of the Surviving Corporation., until each shall thereafter be amended in accordance with each of their terms and as provided by Law; (bc) At the directors and officers of the Surviving Corporation immediately after the Effective Time shall be the respective individuals who are directors and officers of Acquisition immediately prior to the Effective Time, ; (d) the Surviving Corporation shall possess all the rights, privileges, powers immunities and franchises and be subject to all the restrictionsfranchises, disabilities and duties of each a public as well as of the Constituent Corporations; and all and singular rightsa private nature, privileges, powers and franchises of each of the Constituent Corporations, and all property, real, personal personal, and mixed, and all debts due to either of the Constituent Corporations on whatever account, as well as for stock and other securities subscriptions and all other things choses in action or belonging to each of the Constituent Corporations, shall be vested in the Surviving Corporation, and all property, rights, privileges, powers and franchisesaction, and all and every other interest of or belonging to or due to each of the Constituent Corporations shall be thereafter as effectively the property of taken and deemed to be transferred to and vested in the Surviving Corporation as they were without further act or deed; and (e) the Surviving Corporation shall thenceforth be responsible and liable for all liabilities and obligations of each of the Constituent Corporations, and the title to any real estate vested claim existing or action or proceeding pending by deed or otherwise, in against either of the Constituent Corporations, shall Corporations may be prosecuted as if the Merger had not revert taken place or the Surviving Corporation may be substituted in any way impaired; but all its place. Neither the rights of creditors and all liens nor Liens upon any the property of either of the Constituent Corporations shall be preserved unimpaired, and all debts, liabilities and duties of impaired by the Constituent Corporations shall thenceforth attach to the Surviving Corporation, and may be enforced against it to the same extent as if said debts and liabilities had been incurred by itMerger.

Effects of the Merger. (a) At On the Effective Time (i) Date, the separate existence of the Company MARC shall cease and Company shall be merged with and into Sub (Sub and the Company are sometimes referred to herein as the "Constituent Corporations" and Sub is sometimes referred to herein as the "Surviving Corporation"), (ii) the Certificate of Incorporation of Sub as in effect immediately prior to the Effective Time, with such amendments thereto as are effected by this Agreement, shall be the Certificate of Incorporation of the Surviving Corporation, and (iii) the By-laws of Sub as in effect immediately prior to the Effective Time shall be the By-laws of the Surviving Corporation. (b) At and after the Effective Time, the cease. The Surviving Corporation shall possess all the rights, privileges, immunities, powers and franchises of a public as well as of a private nature, and be subject to all the restrictions, disabilities and duties of each of the Constituent Corporations; and all and singular singular, the rights, privileges, interests, powers and franchises of each of the such Constituent Corporations, and all property, real, personal and mixed, and all debts due to either of the such Constituent Corporations on whatever account, account as well as for stock and other securities subscriptions and all other things in action or belonging to each of the such Constituent Corporations, Corporations shall be vested in the such Surviving Corporation, ; and all property, rights, privileges, powers and franchises, and all and every other interest shall be thereafter as effectively effectually the property of the such Surviving Corporation as they were of the such Constituent Corporations, and the title to any real estate vested by deed or otherwise, under the laws of the State of Delaware, New York or any other jurisdiction, in either of the such Constituent Corporations, shall not revert or be in any way impairedimpaired by reason of such laws; but all rights of creditors and all liens upon any property of either of the such Constituent Corporations shall be preserved unimpaired, and all debts, liabilities liabilities, obligations, commitments and duties of the such Constituent Corporations shall thenceforth attach to the such Surviving Corporation, and may be enforced against it to the same extent as if said debts debts, liabilities, obligations, commitments and liabilities duties had been incurred or contracted by it. No action or proceeding, civil or criminal, then pending by or against either Constituent Corporation or any policyholder, shareholder, officer or director thereof, shall be abated or discontinued by the merger but may be enforced, prosecuted, settled or compromised as if the merger had not occurred, or the Surviving Corporation may be substituted in place of MARC by order of the court in which the action or proceeding may b pending.

Effects of the Merger. (a) At the Effective Time Time: (i) the separate existence of the Company shall cease and Company UTI Sub shall be merged with and into JSM, the separate existence of UTI Sub shall cease and JSM shall continue as the surviving corporation (UTI Sub and the Company JSM are sometimes referred to herein as the "Constituent Corporations" and Sub JSM is sometimes referred to herein as the "Surviving Corporation"), ; (ii) the Certificate Articles of Incorporation of Sub as in effect immediately prior to the Effective Time, with such amendments thereto as are effected by this Agreement, JSM shall be the Certificate Articles of Incorporation of the Surviving Corporation, ; and (iii) the By-laws Bylaws of Sub JSM as in effect immediately prior to the Effective Time shall be the By-laws Bylaws of the Surviving Corporation. (b) The directors and officers of UTI Sub at the Effective Time shall, from and after the Effective Time, be the initial directors and officers of the Surviving Corporation and shall serve until their successors have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the Surviving Corporation's Articles of Incorporation and Bylaws. (c) At and after the Effective Time, the Surviving Corporation shall possess all the rights, privileges, powers and franchises of a public as well as of a private nature, and be subject to all the restrictions, disabilities and duties of each of the Constituent Corporations; and all and singular rights, privileges, powers and franchises of each of the Constituent Corporations, and all property, real, personal and mixed, and all debts due to either of the Constituent Corporations on whatever account, as well as for stock and other securities subscriptions and all other things in action or belonging to each of the Constituent Corporations, shall be vested in the Surviving Corporation, ; and all property, rights, privileges, powers and franchises, and all and every other interest shall be thereafter as effectively effectually the property of the Surviving Corporation as they were of the Constituent Corporations, ; and the title to any real estate vested by deed or otherwise, in either of the Constituent Corporations, shall not revert or be in any way impaired; but all rights of creditors and all liens upon any property of either of the Constituent Corporations shall be preserved unimpaired, ; and all debts, liabilities and duties of the Constituent Corporations shall thenceforth attach to the Surviving Corporation, and may be enforced against it to the same extent as if said debts and liabilities had been incurred by it.Surviving

Effects of the Merger. (a) At the Effective Time Time, (i) the separate existence of the Company Sub shall cease and Company Sub shall be merged with and into Sub the Company (Sub and the Company are sometimes referred to herein as the "Constituent Corporations" and Sub the Company is sometimes referred to herein as the "Surviving Corporation"), , (ii) the Certificate of Incorporation of Sub the Company as in effect immediately prior to the Effective Time, with such amendments thereto as are effected by this Agreement, Time shall be the Certificate of Incorporation of the Surviving Corporation, until duly amended in accordance with the terms thereof and the DGCL, (iii) the By-laws of Sub the Company as in effect immediately prior to the Effective Time shall be the By-laws of the Surviving Corporation, until duly amended in accordance with the terms thereof and the DGCL, (iv) the directors of Sub at and as of the Effective Time shall become the initial directors of the Surviving Corporation, and (v) the officers of the Company at and as of the Effective Time, shall be the initial officers of the Surviving Corporation. (b) At and after the Effective Time, the Merger shall have the effects specified under the DGCL, and the Surviving Corporation shall possess all the rights, privileges, powers and franchises as well of a public as of a private nature, and be subject to all the restrictions, disabilities and duties of each of the Constituent Corporations; and all and singular the rights, privileges, powers and franchises of each of the Constituent Corporations, and all property, real, personal and mixed, and all debts due to either of the Constituent Corporations on whatever account, as well as for stock and other securities subscriptions and as all other things in action or belonging to each of the Constituent Corporations, Corporations shall be vested in the Surviving Corporation, ; and all property, rights, privileges, powers and franchises, and all and every other interest shall be thereafter as effectively effectually the property of the Surviving Corporation as they were of the Constituent Corporations, and the title to any real estate vested by deed or otherwise, under the laws of Delaware, in either of the Constituent Corporations, Corporations shall not revert or be in any way impaired; but all rights of creditors and all liens upon any property of either of the Constituent Corporations shall be preserved unimpaired, and all debts, liabilities and duties of the Constituent Corporations shall thenceforth attach to the Surviving Corporation, and may be enforced against it to the same extent as if said debts debts, liabilities and liabilities duties had been incurred or contracted by it.

Effects of the Merger. (a) At the Effective Time Time: (i) the separate existence of the Company shall cease and Company Sub shall be merged with and into SubTech, the separate existence of Sub shall cease and SubTech shall continue as the surviving corporation (Sub and the Company SubTech are sometimes referred to herein as the "Constituent Corporations" and Sub SubTech is sometimes referred to herein as the "Surviving Corporation"), ; (ii) the Certificate of Incorporation of Sub as in effect immediately prior to the Effective Time, with such amendments thereto as are effected by this Agreement, shall be the Certificate of Incorporation of the Surviving Corporation, and (iii) the By-laws of Sub SubTech as in effect immediately prior to the Effective Time shall be the By-laws Certificate of Incorporation of the Surviving Corporation; and (iii) the Bylaws of SubTech as in effect immediately prior to the Effective Time shall be the Bylaws of the Surviving Corporation. (b) The directors and officers of Sub at the Effective Time shall, from and after the Effective Time, be the directors and officers of the Surviving Corporation and shall serve until their successors have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the Surviving Corporation's Certificate of Incorporation and Bylaws. (c) At and after the Effective Time, the Surviving Corporation shall possess all the rights, privileges, powers and franchises of a public as well as of a private nature, and be subject to all the restrictions, disabilities and duties of each of the Constituent Corporations; and all and singular rights, privileges, powers and franchises of each of the Constituent Corporations, and all property, real, personal and mixed, and all debts due to either of the Constituent Corporations on whatever account, as well as for stock and other securities subscriptions and all other things in action or belonging to each of the Constituent Corporations, shall be vested in the Surviving Corporation, ; and all property, rights, privileges, powers and franchises, and all and every other interest shall be thereafter as effectively effectually the property of the Surviving Corporation as they were of the Constituent Corporations, ; and the title to any real estate vested by deed or otherwise, in either of the Constituent Corporations, shall not revert or be in any way impaired; but all rights of creditors and all liens upon any property of either of the Constituent Corporations shall be preserved unimpaired, ; and all debts, liabilities and duties of the Constituent Corporations shall thenceforth attach to the Surviving Corporation, and may be enforced against it to the same extent as if said debts and liabilities had been incurred by it.

Effects of the Merger. (a) At the Effective Time (i) the separate existence of the Company shall cease and Company Merger: (a) WAC shall be merged with and into Sub the Company and the separate corporate existence of WAC shall cease. The Company shall be the surviving corporation in the Merger and the separate corporate existence of the Company, with all its purposes, objects, rights, privileges, powers, immunities and franchises, shall continue unaffected and unimpaired by the Merger. (Sub WAC and the Company are sometimes referred to herein as the "Constituent CorporationsCompanies" and Sub the Company after the Merger is sometimes referred to herein as the "Surviving Corporation"Company), ; (iib) the Certificate of Incorporation of Sub as in effect immediately prior to the Effective Time, with such amendments thereto as are effected by this Agreement, shall be the Certificate Articles of Incorporation of the Surviving Corporation, and Company shall be as set forth in Attachment A to the Merger Agreement; (iiic) the By-laws Bylaws of Sub the Company, amended as provided in effect Exhibit C attached hereto shall be the Bylaws of the Surviving Company; (d) the directors of WAC immediately prior to the Effective Time of the Merger shall be the By-laws directors of the Surviving Corporation.Company, and the officers of the Surviving Company shall be as designated by the directors of the Surviving Company following the Merger, in each case until their successors shall have been elected and qualified or until otherwise provided by law; (be) At all Company Option Plans (as defined in Section 2.4 of this Agreement) and the Employee Purchase Plan maintained by the Company immediately prior to the Merger, and the outstanding and unexercised portions of all options to purchase Company Common stock, including without limitations all options outstanding under such Company Option Plans, the Employee Purchase Plan and any other outstanding options, shall terminate, and the Surviving Company shall have no obligations after the Effective Time of the Merger with respect thereto; and (f) the Merger shall, from and after the Effective TimeTime of the Merger, the Surviving Corporation shall possess have all the rights, privileges, powers and franchises and be subject to all the restrictions, disabilities and duties of each of the Constituent Corporations; and all and singular rights, privileges, powers and franchises of each of the Constituent Corporations, and all property, real, personal and mixed, and all debts due to either of the Constituent Corporations on whatever account, as well as for stock and other securities subscriptions and all other things in action or belonging to each of the Constituent Corporations, shall be vested in the Surviving Corporation, and all property, rights, privileges, powers and franchises, and all and every other interest shall be thereafter as effectively the property of the Surviving Corporation as they were of the Constituent Corporations, and the title to any real estate vested effects provided by deed or otherwise, in either of the Constituent Corporations, shall not revert or be in any way impaired; but all rights of creditors and all liens upon any property of either of the Constituent Corporations shall be preserved unimpaired, and all debts, liabilities and duties of the Constituent Corporations shall thenceforth attach to the Surviving Corporation, and may be enforced against it to the same extent as if said debts and liabilities had been incurred by itapplicable law.

Effects of the Merger. (a) At the Effective Time (i) the separate existence of the Company shall cease and Company shall be merged with and into Sub (Sub and the Company are sometimes referred to herein as the "Constituent Corporations" and Sub is sometimes referred to herein as the "Surviving Corporation"), (ii) the Certificate of Incorporation of Sub as in effect immediately prior to the Effective Time, with such amendments thereto as are effected by this Agreement, shall be the Certificate of Incorporation of the Surviving Corporation, and (iii) the By-laws of Sub as in effect immediately prior to the Effective Time shall be the By-laws of the Surviving Corporation. (b) At and after the Effective Time, the Surviving Corporation Company shall possess succeed to and possess, without further act or deed, all the rights, privileges, powers and franchises and be subject to all the restrictions, disabilities and duties of each of the Constituent Corporations; and all and singular rights, privileges, powers and franchises of each of the Constituent Corporations, and all property, real, personal and mixed, and all debts due to either of the Constituent Corporations on whatever account, as well as for stock and other securities subscriptions and all other things in action or belonging to each of the Constituent Corporations, shall be vested in the Surviving Corporation, and all propertyestate, rights, privileges, powers and franchises, both public and private, and all of the property, real, personal, and mixed, of the Company and Acquisition Subsidiary; all debts due to the Company and Acquisition Subsidiary shall be vested in the Surviving Company; all claims, demands, property, rights, privileges, powers and franchises and every other interest of the Company and Acquisition Subsidiary shall be thereafter as effectively the property of the Surviving Corporation Company as they were of the Constituent CorporationsCompany and Acquisition Subsidiary, and respectively; the title to any real estate vested by deed or otherwise, otherwise in either of the Constituent Corporations, Company and Acquisition Subsidiary shall not revert or be in any way impairedimpaired by reason of the Merger, but shall be vested in the Surviving Company; but all rights of creditors and all liens upon any property of either of the Constituent Corporations Company and Acquisition Subsidiary shall be preserved unimpaired, limited in lien to the property affected by such lien at the Effective Time of the Merger; and all debts, liabilities liabilities, and duties of the Constituent Corporations Company and Acquisition Subsidiary shall thenceforth attach to the Surviving Corporation, Company and may be enforced against it to the same extent as if said debts such debts, liabilities and liabilities duties had been incurred or contracted by it. No private letter ruling is or has been applied for with the Internal Revenue Service ("IRS"), and the parties shall each rely upon their own (and only their own) tax, financial, and legal advice in connection with the effects of Merger and tax consequences related thereto. The parties intend for the Merger to qualify as a tax-free reorganization under ss.368(a)(1)(A) of the Internal Revenue Code of 1986, as amended ("Code") and agree not to knowingly take any action or enter into any transaction prior to or following the Closing that results in the Merger not meeting the requirements of a reorganization under ss.368(a)(1)(A) of the Code by final action of the IRS that is not subject to appeal.

Effects of the Merger. (a) At the Effective Time Time, (i) the separate corporate existence of the Company Acquisition Corporation shall cease and Company Acquisition Corporation shall be merged with and into Sub VFICO (Sub Acquisition Corporation and the Company VFICO are sometimes referred to herein as the "Constituent Corporations" and Sub VFICO is sometimes referred to herein as the "Surviving Corporation"), (ii) the Certificate Articles of Incorporation of Sub as in effect immediately prior to the Effective Time, with such amendments thereto as are effected by this Agreement, shall be the Certificate of Incorporation of the Surviving Corporation, and (iii) the By-laws of Sub Acquisition Corporation as in effect immediately prior to the Effective Time shall be the By-laws Articles of Incorporation of the Surviving Corporation, (iii) the Bylaws of Acquisition Corporation as in effect immediately prior to the Effective Time shall be the Bylaws of the Surviving Corporation, (iv) the individuals listed on Exhibit B shall become the directors of the Surviving Corporation, (v) the individuals serving as officers of VFICO immediately prior to the Effective Time shall become the officers of the Surviving Corporation, (vi) the name of the Surviving Corporation shall be "Valley Forge Investment Company, Inc.", and (vii) the registered office of the Surviving Corporation shall be 00 Xxxxx Xxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxx 00000. (b) At and after the Effective Time, the Surviving Corporation shall possess all the rights, privileges, powers and franchises and be subject to all the restrictions, disabilities and duties of each of the Constituent Corporations; and all and singular rights, privileges, powers and franchises of each of the Constituent Corporations, and all property, real, personal and mixed, and all debts due to either of the Constituent Corporations on whatever account, as well as for stock and other securities subscriptions subscription and all other things in action or belonging to each of the Constituent Corporations, shall be deemed to be transferred to and vested in the Surviving CorporationCorporation without further action, and all property, rights, privileges, powers and franchises, and all and every other interest shall be thereafter as effectively the property of the Surviving Corporation as they were of the Constituent Corporations, and the title to any real estate or any interest herein vested by deed or otherwise, otherwise in either of the Constituent Corporations, shall not revert or be in any way impaired; impaired by reason of the Merger, but all rights of creditors and all liens upon any property of either of the Constituent Corporations shall be preserved unimpaired, and all debts, liabilities and duties of the Constituent Corporations shall thenceforth attach to the Surviving Corporation, and may be enforced against it to the same extent as if said debts and liabilities had been incurred by it. (c) If at any time after the Closing Date, the Surviving Corporation shall determine or be advised that any deeds, bills of sale, assignments, assurances or any other actions or things are necessary or desirable to vest, perfect or confirm of record or otherwise in the Surviving Corporation its right, title or interest in, to or under any of the rights, properties or assets of Acquisition Corporation acquired or to be acquired by the Surviving Corporation as a result of, or in connection with, the Merger or otherwise to carry out this Agreement, the officers and directors of the Surviving Corporation shall be authorized to execute and deliver, in the name and on behalf of either Acquisition Corporation or VFICO, all deeds, bills of sale, assignments or assurances and to take and do, in the name and on behalf of each of such corporations or otherwise, all such other actions and things as may be necessary or desirable to vest, perfect or confirm any and all right, title and interest in, to and under such rights, properties or assets in the Surviving Corporation and otherwise to carry out this Agreement.

Effects of the Merger. (a) At the Effective Time of the Merger: (ia) the separate existence of the Company shall cease and the Company shall be merged with and into Sub (Sub and Veeco, which shall be the Company are sometimes referred to herein as the "Constituent Corporations" and Sub is sometimes referred to herein as the "Surviving Corporation"), ; (iib) the Certificate of Incorporation of Sub as in effect immediately prior to the Effective Time, with such amendments thereto as are effected by this Agreement, shall be the Certificate of Incorporation of the Surviving Corporation, and (iii) the By-laws Laws of Sub Veeco as in effect immediately prior to the Effective Time shall be the Certificate of Incorporation and By-laws Laws of the Surviving Corporation until each shall thereafter be amended in accordance with each of their terms and as provided by law; (c) the directors of Veeco immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation., subject to Section 5.17, and the officers of Veeco immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and By-Laws of the Surviving Corporation, in each case until their respective successors are duly elected and qualified; (bd) At and after the Effective Time, the Surviving Corporation shall possess all the rights, privileges, powers immunities and franchises and be subject to all the restrictionsfranchises, disabilities and duties of each a public as well as of the Constituent Corporations; and all and singular rightsa private nature, privileges, powers and franchises of each of the Constituent Corporations, and all property, real, personal personal, and mixed, and all debts due to either of the Constituent Corporations on whatever account, as well as for stock and other securities subscriptions and all other things choses in action or belonging to each of the Constituent Corporations, shall be vested in the Surviving Corporation, and all property, rights, privileges, powers and franchisesaction, and all and every other interest of or belonging to or due to each of the Constituent Corporations shall be thereafter as effectively the property of taken and deemed to be transferred to and vested in the Surviving Corporation as they were without further act or deed; and (e) the Surviving Corporation shall thenceforth be responsible and liable for all liabilities and obligations of each of the Constituent Corporations, and the title to any real estate vested claim existing or action or proceeding pending by deed or otherwise, in against either of the Constituent Corporations, shall Corporations may be prosecuted as if such Merger had not revert taken place or the Surviving Corporation may be substituted in any way impaired; but all its place. Neither the rights of creditors and all nor liens upon any the property of either of the Constituent Corporations shall be preserved unimpaired, and all debts, liabilities and duties of impaired by the Constituent Corporations shall thenceforth attach to the Surviving Corporation, and may be enforced against it to the same extent as if said debts and liabilities had been incurred by itMerger.

Effects of the Merger. (a) The Merger shall have the effects set forth in this Agreement and in the applicable provisions of the DGCL. (b) At the Effective Time Time, (i) the separate existence certificate of incorporation of the Company shall cease be amended and Company shall be merged with restated to read in its entirety as set forth on Exhibit A hereto and into Sub (Sub and the Company are sometimes referred to herein as the "Constituent Corporations" and Sub is sometimes referred to herein as the "Surviving Corporation"), (ii) the Certificate bylaws of Incorporation of Sub Merger Sub, as in effect immediately prior to the Effective Time, with such amendments thereto as are effected by this Agreement, shall be the Certificate of Incorporation bylaws of the Surviving CorporationCorporation until thereafter amended in accordance with applicable law. (c) Immediately prior to the Effective Time, each of the directors of the Company shall resign such position. At the Effective Time, the directors and (iii) the By-laws officers of Merger Sub as in effect immediately prior to the Effective Time shall be become the By-laws initial directors and officers of the Surviving CorporationCorporation and shall hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation until his or her death, disability, resignation or removal or until his or her successor is duly elected and qualified, as the case may be. (bd) At and If, at any time after the Effective Time, the Surviving Corporation shall possess all consider or be advised that consistent with the terms of this Agreement any deeds, bills of sale, assignments, assurances in Law or any other acts or things are necessary or desirable (i) to continue, vest, perfect or confirm, of record or otherwise, the Surviving Corporation's right, title or interest in, to or under any of the rights, privileges, powers and franchises and be subject to all the restrictions, disabilities and duties of each of the Constituent Corporations; and all and singular rightsproperties, privileges, powers and franchises or assets of each of the Constituent Corporations, and all property, real, personal and mixed, and all debts due to either of the Constituent Corporations on whatever accountconstituent corporations acquired or to be acquired by the Surviving Corporation by reason of, as well as for stock a result of, or in connection with, the Merger, or (ii) otherwise to carry out the purposes of this Agreement, the officers and other securities subscriptions and all other things in action or belonging to each of the Constituent Corporations, shall be vested in the Surviving Corporation, and all property, rights, privileges, powers and franchises, and all and every other interest shall be thereafter as effectively the property directors of the Surviving Corporation as they were shall be authorized to execute and deliver, in the name and on behalf of the Constituent Corporationseither of such constituent corporations, all such deeds, bills of sale, assignments and assurances, and to take and do, in the title to any real estate vested by deed name and on behalf of each of such constituent corporations or otherwise, in either of the Constituent Corporationsall such other actions and things as may be necessary or desirable to vest, shall not revert perfect or be in confirm any way impaired; but all rights of creditors and all liens upon any property of either of the Constituent Corporations shall be preserved unimpairedright, title and all debtsinterest in, liabilities to and duties of the Constituent Corporations shall thenceforth attach to under such rights, properties, privileges, franchises or assets in the Surviving Corporation, and may be enforced against it Corporation or otherwise to carry out the same extent as if said debts and liabilities had been incurred by itintent of this Agreement.

Effects of the Merger. (a) At the Effective Time Time: (i) the separate existence of the Company shall cease and Company TEXONA shall be merged with and into Sub TAC, the separate existence of TEXONA shall cease and TAC shall continue as the surviving corporation (Sub TAC and the Company TEXONA are sometimes referred to herein as the "Constituent Corporations" and Sub TAC is sometimes referred to herein as the "Surviving Corporation"), ; (ii) the Certificate of Incorporation of Sub as in effect immediately prior to the Effective Time, with such amendments thereto as are effected by this Agreement, TAC shall be the Certificate of Incorporation of the Surviving Corporation, ; and (iii) the By-laws Bylaws of Sub TAC as in effect immediately prior to the Effective Time shall be the By-laws Bylaws of the Surviving Corporation. (b) The directors and officers of TAC at the Effective Time shall, from and after the Effective Time, be the directors and officers of the Surviving Corporation and shall serve until their successors have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the Surviving Corporation's Certificate of Incorporation and Bylaws. (c) At and after the Effective Time, the Surviving Corporation shall possess all the rights, privileges, powers and franchises of a public as well as of a private nature, and be subject to all the restrictions, disabilities and duties of each of the Constituent Corporations; and all and singular rights, privileges, powers and franchises of each of the Constituent Corporations, and all property, real, personal and mixed, and all debts due to either of the Constituent Corporations on whatever account, as well as for stock and other securities subscriptions and all other things in action or belonging to each of the Constituent Corporations, shall be vested in the Surviving Corporation, ; and all property, rights, privileges, powers and franchises, and all and every other interest shall be thereafter as effectively effectually the property of the Surviving Corporation as they were of the Constituent Corporations, ; and the title to any real estate vested by deed or otherwise, in either of the Constituent Corporations, shall not revert or be in any way impaired; but all rights of creditors and all liens upon any property of either of the Constituent Corporations shall be preserved unimpaired, ; and all debts, liabilities and duties of the Constituent Corporations shall thenceforth attach to the Surviving Corporation, and may be enforced against it to the same extent as if said debts and liabilities had been incurred by it.

Effects of the Merger. (a) At the Effective Time of the Merger: (ia) the separate corporate existence of the Company Subsidiary shall cease and Company the Subsidiary shall be merged with and into Sub (Sub and Greixxx, xxich shall be the Company are sometimes referred to herein as the "Constituent Corporations" and Sub is sometimes referred to herein as the "Surviving Corporation"), and all of the assets of the Subsidiary shall become the property of Greixxx xx the Surviving Corporation of the Merger, subject to the liabilities of the Subsidiary as of the Effective Time of the Merger; (iib) the Certificate Articles of Incorporation of Sub as Greixxx, xx in effect immediately prior to the Effective Time, with such amendments thereto as are effected by this AgreementTime of the Merger, shall be the Certificate Articles of Incorporation of the Surviving Corporation, and may be amended thereafter as provided by law; (iiic) the Byby-laws of Sub as Greixxx, xx in effect immediately prior to the Effective Time of the Merger, shall be the Byby-laws of the Surviving Corporation.; such by-laws may be amended thereafter in accordance with their terms and as provided by law; (bd) At and after the directors of the Subsidiary immediately prior to the Effective TimeTime of the Merger shall be the directors of the Surviving Corporation, each of such directors to hold office, subject to the applicable provisions of the Articles of Incorporation and by-laws of the Surviving Corporation, until the next annual stockholders' meeting of the Surviving Corporation and until their successors are elected and duly qualified; if at the Effective Time of the Merger, any of the foregoing persons shall for any reason be unwilling or unable to serve, the resulting vacancy shall be filled as provided in such by-laws; (e) the officers of Greixxx xxxediately prior to the Effective Time of the Merger shall be the officers of the Surviving Corporation, each of such officers to hold office, subject to the applicable provisions of the Articles of Incorporation and by-laws of the Surviving Corporation, at the pleasure of the board of directors of the Surviving Corporation and until their successors are elected and duly qualified; and (f) the Surviving Corporation shall possess all the rights, privileges, immunities, powers and franchises and be subject to all the restrictions, disabilities and duties purposes of each of the Constituent Corporations; and all the property, real, personal or mixed, including causes of action and singular rights, privileges, powers and franchises every other asset of each of the Constituent Corporations, shall vest in the Surviving Corporation without further act or deed. The Surviving Corporation shall be responsible and liable for all property, real, personal liabilities and mixed, and all debts due to either obligations of the Constituent Corporations on whatever account, as well as for stock and other securities subscriptions and all other things in action or belonging to each of the Constituent Corporations. No liability or obligation due or to become due, shall be vested in the Surviving Corporation, and all property, rights, privileges, powers and franchises, and all and every other interest shall be thereafter as effectively the property of the Surviving Corporation as they were of the Constituent Corporations, and the title to claim or demand for any real estate vested by deed or otherwise, in cause existing against either of the Constituent Corporations, or any stockholder, officer or director thereof, shall not revert be released or be in any way impaired; but all rights of creditors and all liens upon any property of either of impaired by the Merger. No action or proceeding, whether civil or criminal, then pending by or against the Constituent Corporations Corporations, or any stockholder, officer or director thereof, shall abatx xx be preserved unimpaired, and all debts, liabilities and duties of discontinued by the Constituent Corporations shall thenceforth attach to the Surviving Corporation, and may be enforced against it to the same extent as if said debts and liabilities had been incurred by it.Merger,

Effects of the Merger. (a) At the Effective Time Time: (i) the separate existence of the Company shall cease and the Company shall be merged with and into Sub THINK (Sub and the Company and THINK are sometimes referred to herein hereinafter as the "Constituent Corporations" and Sub THINK is sometimes referred to herein hereinafter as the "Surviving Corporation"), ; (ii) the Certificate of Incorporation of Sub as in effect immediately prior to the Effective Time, with such amendments thereto as are effected by this Agreement, shall be the Certificate of Incorporation of the Surviving Corporation, and (iii) the By-laws of Sub THINK as in effect immediately prior to the Effective Time shall continue to be the By-laws Certificate of Incorporation of the Surviving Corporation; and (iii) the Bylaws of THINK as in effect immediately prior to the Effective Time shall continue to be the Bylaws of the Surviving Corporation. (b) At and after the Effective Time, the Merger shall have the effects set forth in Section 23B.11.030 of the RCW and in Section 259 of the DGCL. Without limiting the foregoing, at the Effective Time, THINK as the Surviving Corporation shall possess all the rights, privileges, powers and franchises of a public as well as a private nature, and be subject to all the restrictions, disabilities and duties of each of the Constituent Corporations; , and all and singular rights, privileges, powers and franchises of each of the Constituent Corporations, and all property, real, personal and mixed, and all debts due to either of the Constituent Corporations on whatever account, as well as for stock and other securities subscriptions and all other things in action or belonging to each of the Constituent Corporations, shall be vested in THINK as the Surviving Corporation, Corporation and all property, rights, privileges, powers and franchises, and all and every other interest shall be thereafter as effectively effectually the property of the Surviving Corporation as they were of the Constituent Corporations, and the title to any real estate vested by deed or otherwise, in either of the Constituent Corporations, shall not revert or be in any way impaired; but all rights of creditors and all liens upon any property of either of the Constituent Corporations shall be preserved unimpaired, and all debts, liabilities and duties of the Constituent Corporations shall thenceforth attach to THINK as the Surviving Corporation, Corporation and may be enforced against it to the same extent as if said debts and liabilities had been incurred by it.

Effects of the Merger. (a) At Upon the terms and subject to the conditions of this Agreement, at the Effective Time (i) the Company shall be merged with and into the Merger Sub and the separate existence of the Company shall cease and Company shall be merged with and into Sub (the Merger Sub and the Company are sometimes referred to herein as the "“Constituent Corporations" Companies,” and the Merger Sub following consummation of the Merger is sometimes referred to herein as the "“Surviving Corporation"Company”), (ii) the Certificate of Incorporation Formation of Sub Merger Sub, as in effect immediately prior to the Effective Time, with such amendments thereto shall be amended at the Effective Time to change the company name set forth therein to “Cross Country Education, LLC” and, as are effected by this Agreementso amended, shall be the Certificate certificate of Incorporation formation of the Surviving CorporationCompany until thereafter changed or amended in accordance with the provisions thereof and applicable law, and (iii) the By-laws operating agreement of Merger Sub as in effect immediately prior to the Effective Time shall be the By-laws operating agreement of the Surviving Corporation.Company until thereafter changed or amended in accordance with the provisions thereof and applicable law (b) At the Effective Time, the effect of the Merger shall be as provided in the applicable provisions of the DLLCA. Without limiting the generality of the foregoing, at and after the Effective Time, the : (i) The Surviving Corporation Company shall possess all of the rights, privileges, powers and franchises franchises, and be subject to all the restrictions, disabilities and duties of each of the Constituent Corporations; and all and singular Companies; (ii) All the rights, privileges, immunities, powers and franchises franchises, of each a public as well as of the Constituent Corporationsa private nature, and all property, real, personal and mixed, and all debts due to either of the Constituent Corporations on whatever account, as well as for stock and other securities subscriptions including, without limitation, all choses in action, and all and every other things in action interest of or belonging to each of the or due to either Constituent Corporations, Company shall be taken and deemed to be transferred to, and vested in in, the Surviving Corporation, Company without further act or deed; and all property, rightsrights and privileges, privilegesimmunities, powers and franchises, franchises and all and every other interest shall be thereafter as effectively effectually the property of the Surviving Corporation Company as they were of either Constituent Company prior to the Constituent CorporationsEffective Time; and (iii) All debts, liabilities, duties and obligations of the Company shall become the debts, liabilities, duties and obligations of the Surviving Company, and the title to any real estate vested by deed or otherwiseSurviving Company shall thenceforth be responsible and liable for all the debts, in either liabilities, duties and obligations of the Constituent CorporationsCompany, shall not revert or be in any way impaired; but all and the rights of creditors and all liens upon any property of either of the Constituent Corporations Company shall not be preserved unimpaired, and all debts, liabilities and duties of impaired by the Constituent Corporations shall thenceforth attach to the Surviving CorporationMerger, and may be enforced against it the Surviving Company. (c) At the Effective Time, by virtue of the Merger and without any action on the part of the holder of the Membership Interests, or the holder of the membership interests of Merger Sub, said membership interests shall be converted as follows: (i) Each issued and outstanding membership interest of Merger Sub shall be converted into and become one membership interest of the Surviving Company so that after the effective Time, Buyer shall be the holder of all of the issued and outstanding membership interests of the Surviving Company; (ii) The issued and outstanding Membership Interests shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into the right to receive, in cash, the same extent Merger Consideration. All such Membership Interests when so converted, shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist, and the holder of the certificates representing the Membership Interests shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration upon the surrender of such certificates as if said debts and liabilities had been incurred by itprovided below; (iii) At the Closing, Seller shall surrender the certificates representing the Membership Interests to Buyer in exchange for the Merger Consideration.

Effects of the Merger. (a) At the Effective Time of the Merger: (ia) the separate existence of the Company Acquisition shall cease and Company Acquisition shall be merged with and into Sub (Sub and the Company are sometimes referred to herein as Company, which shall be the "Constituent Corporations" and Sub is sometimes referred to herein as the "Surviving Corporation"), ; (iib) the Certificate of Incorporation of Sub as in effect immediately prior to the Effective Time, with such amendments thereto as are effected by this Agreement, shall be the Certificate of Incorporation and By-Laws of the Surviving Corporation, and (iii) the By-laws of Sub Company as in effect immediately prior to the Effective Time shall be the Certificate of Incorporation and By-laws Laws of the Surviving Corporation., until each shall thereafter be amended in accordance with each of their terms and as provided by Law; (bc) At and the directors of the Surviving Corporation immediately after the Effective Time shall be the respective individuals who are directors of Acquisition immediately prior to the Effective Time, ; (d) the officers of the Surviving Corporation immediately after the Effective Time shall be the respective individuals who are officers of the Company immediately prior the Effective Time; (e) the Surviving Corporation shall possess all the rights, privileges, powers immunities and franchises and be subject to all the restrictionsfranchises, disabilities and duties of each a public as well as of the Constituent Corporations; and all and singular rightsa private nature, privileges, powers and franchises of each of the Constituent Corporations, and all property, real, personal personal, and mixed, and all debts due to either of the Constituent Corporations on whatever account, as well as for stock and other securities subscriptions and all other things choses in action or belonging to each of the Constituent Corporations, shall be vested in the Surviving Corporation, and all property, rights, privileges, powers and franchisesaction, and all and every other interest of or belonging to or due to each of the Constituent Corporations shall be thereafter as effectively the property of taken and deemed to be transferred to and vested in the Surviving Corporation as they were without further act or deed; and (f) the Surviving Corporation shall at all times after the Effective Time be responsible and liable for all liabilities and obligations of each of the Constituent Corporations, and the title to any real estate vested claim existing or action or proceeding pending by deed or otherwise, in against either of the Constituent Corporations, shall Corporations may be prosecuted as if the Merger had not revert taken place or the Surviving Corporation may be substituted in any way impaired; but all its place. Neither the rights of creditors and all liens nor Liens upon any the property of either of the Constituent Corporations shall be preserved unimpaired, and all debts, liabilities and duties of impaired by the Constituent Corporations shall thenceforth attach to the Surviving Corporation, and may be enforced against it to the same extent as if said debts and liabilities had been incurred by itMerger.

Effects of the Merger. (a) The Merger shall have the effects set forth in the DGCL and the MBCL and as hereinafter set forth. Following the Merger, the Surviving Corporation shall (i) continue its corporate existence under the laws of the State of Delaware, (ii) be a wholly owned subsidiary of Ergovision, (iii) use the name "Peeper's" and (iv) succeed to all rights assets, liabilities and obligations of Peeper's and Subsidiary in accordance with DGCL and the MBCL. At the Effective Time (i) Time, pursuant to Section 259 of the DGCL, the separate existence of the Company Peeper's shall cease and Company the Surviving Corporation shall be merged with succeed, without other transfer, to all the rights and into Sub property of each of Peeper's and Subsidiary (Sub and the Company are sometimes hereinafter referred to herein collectively as the "Constituent Corporations" ") and Sub is sometimes referred to herein as the "Surviving Corporation"), (ii) the Certificate of Incorporation of Sub as in effect immediately prior to the Effective Time, with such amendments thereto as are effected by this Agreement, shall be the Certificate of Incorporation of the Surviving Corporation, and (iii) the By-laws of Sub as in effect immediately prior to the Effective Time shall be the By-laws of the Surviving Corporation. (b) At and after the Effective Time, the Surviving Corporation shall possess all the rights, privileges, powers and franchises and be subject to all the restrictions, disabilities debts and duties liabilities of each of the Constituent Corporations; and all and singular rights, privileges, powers and franchises of each of the Constituent Corporations, and all property, real, personal and mixed, and all debts due to either of the Constituent Corporations on whatever account, as well as for stock and other securities subscriptions and all other things in action or belonging to each of the Constituent Corporations, shall be vested in the Surviving Corporation, and all property, rights, privileges, powers and franchises, and all and every other interest shall be thereafter same manner as effectively the property of if the Surviving Corporation as they were of the Constituent Corporations, and the title to any real estate vested by deed or otherwise, in either of the Constituent Corporations, shall not revert or be in any way impaired; but all had itself incurred them. All rights of creditors and all liens Liens upon any the property of either each of the Constituent Corporations shall be preserved unimpaired, and all debtsprovided that such Liens upon property of Peeper's shall be limited to the property affected thereby immediately prior to the time the Merger is effective. Any action or proceeding pending by or against Peeper's may be prosecuted to judgment, liabilities and duties of the Constituent Corporations which shall thenceforth attach to bind the Surviving Corporation, and or the Surviving Corporation may be enforced proceeded against it or substituted in its place. (b) At the Effective Time each share of common stock of Peeper's issued and outstanding immediately prior to the same extent as if said debts Effective Time shall, by reason of the Merger and liabilities had been incurred without any action by itthe holder thereof, be cancelled and retired.

Effects of the Merger. (a) At the Effective Time (i) the separate existence of the Company shall cease and Company Sub shall be merged with and into Sub Shomiti (Sub and the Company are sometimes referred to herein as the "Constituent Corporations" and Sub is sometimes referred to herein as the "Surviving Corporation"), ) and the separate existence of Sub shall cease; (ii) the Certificate Articles of Incorporation of Shomiti as the Surviving Corporation shall be amended and restated to read the same as the Articles of Incorporation of Sub, as in effect immediately prior to the Effective Time, except that Article I of the amended and restated Articles of Incorporation of Shomiti, instead of reading the same as Article I of the Articles of Incorporation of Sub, shall read as follows: "First: The name of the corporation is Shomiti Systems, Inc." and (iii) the Bylaws of Shomiti as the Surviving Corporation shall be amended and restated to read the same as the Bylaws of Sub as in effect immediately prior to the Effective Time, with except that all references in such amendments thereto as are effected by this Agreement, Bylaws to Sub shall be changed to refer to Shomiti Systems, Inc. Sub and Shomiti are sometimes referred to herein as the Certificate of Incorporation of the Surviving Corporation, and (iii) the By-laws of Sub as in effect immediately prior to the Effective Time shall be the By-laws of the Surviving Corporation"Constituent Corporations." (b) At and after the Effective Time, the Surviving Corporation shall possess all the rights, privileges, powers and franchises of a public as well as of a private nature, and be subject to all the restrictions, disabilities and duties of each of the Constituent Corporations; and all and singular rights, privileges, powers and franchises of each of the Constituent Corporations, and all property, real, personal and mixed, and all debts due to either of the Constituent Corporations on whatever account, as well as for stock and other securities subscriptions and all other things in action or belonging to each of the Constituent Corporations, shall be vested in the Surviving Corporation, and all property, rights, privileges, powers and franchises, and all and every other interest shall be thereafter as effectively effectually the property of the Surviving Corporation as they were of the Constituent Corporations, and the title to any real estate vested by deed or otherwise, in either of the Constituent Corporations, shall not revert or be in any way impaired; impaired but all rights of creditors and all liens upon any property of either of the Constituent Corporations shall be preserved unimpaired, and all debts, liabilities and duties of the Constituent Corporations shall thenceforth thereafter attach to the Surviving Corporation, and may be enforced against it to the same extent as if said such debts and liabilities had been incurred by it.

Effects of the Merger. (a) At the Effective Time Date: (i) the separate existence of the Company shall cease and Company Merger Co. shall be merged with and into Sub the Company, the separate existence of Merger Co. shall cease and the Company shall continue as the surviving corporation (Sub Merger Co. and the Company are sometimes referred to herein as the "Constituent Corporations" and Sub the Company is sometimes referred to herein as the "Surviving Corporation"), ; (ii) the Certificate Memorandum of Incorporation Association of Sub the Company as in effect immediately prior to the Effective Time, with such amendments thereto as are effected by this Agreement, Date shall be the Certificate Memorandum of Incorporation Association of the Surviving Corporation, ; and (iii) the ByBye-laws of Sub the Company as in effect immediately prior to the Effective Time Date shall be the ByBye-laws of the Surviving Corporation. (b) At The individuals listed on Exhibit A hereto shall, from and after the Effective TimeDate, be the initial directors and officers of the Surviving Corporation and shall serve until their successors have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the Surviving Corporation's Memorandum of Association and Bye-laws. (c) The Merger shall have such other effects as specified in Section 109 of the Bermuda Act. On the Effective Date (i) the Merger shall become effective, (ii) the property of the Company and Merger Co. shall become the property of the Surviving Corporation, (iii) the Surviving Corporation shall possess all become liable for the rights, privileges, powers and franchises and be subject to all the restrictions, disabilities and duties of each obligations of the Constituent Corporations; Company and all and singular rightsMerger Co., privileges, powers and franchises (iv) any existing cause of each of the Constituent Corporations, and all property, real, personal and mixed, and all debts due to either of the Constituent Corporations on whatever account, as well as for stock and other securities subscriptions and all other things in action or belonging to each of claim against, or liability or prosecution of, the Constituent Corporations, Company and Merger Co. shall be vested in unaffected and shall be assumed by the Surviving Corporation, (v) any civil, criminal or administrative action or proceeding pending by or against the Company or Merger Co. may be continued to be prosecuted by or against the Surviving Corporation, and all property(vi) a conviction against, rightsor ruling, privilegesorder or judgment in favor of or against, powers and franchises, and all and every other interest shall the Company or Merger Co. may be thereafter as effectively the property of the Surviving Corporation as they were of the Constituent Corporations, and the title to any real estate vested enforced by deed or otherwise, in either of the Constituent Corporations, shall not revert or be in any way impaired; but all rights of creditors and all liens upon any property of either of the Constituent Corporations shall be preserved unimpaired, and all debts, liabilities and duties of the Constituent Corporations shall thenceforth attach to against the Surviving Corporation, and may be enforced against it to the same extent as if said debts and liabilities had been incurred by it.

Effects of the Merger. (a) At the Effective Time (i) the separate existence of the Company shall cease and Company shall be merged with and into Sub (Sub and the separate corporate existence of Company are sometimes referred to herein as the "Constituent Corporations" and Sub is sometimes referred to herein as the "Surviving Corporation")shall cease, (ii) the Certificate Articles of Incorporation of Sub as in effect immediately prior to the Effective Time, with such amendments thereto as are effected by this Agreement, Time shall be the Certificate Articles of Incorporation of the Surviving Corporation, and (iii) the By-laws of Sub as in effect immediately prior to the Effective Time shall be the By-laws of the Surviving Corporation, (iv) the directors of Sub at the Effective Time shall be the directors of the Surviving Corporation and (v) the officers of Sub immediately prior to the Effective Time shall be the officers of the Surviving Corporation, until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be. (b) At and after Subject to Oklahoma law, at the Effective Time, the Surviving Corporation (i) Sub shall possess all assets and property of every description, and every interest therein, wherever located, and the rights, privileges, powers and franchises and be subject to all the restrictionsimmunities, disabilities and duties of each of the Constituent Corporations; and all and singular rightspowers, privileges, powers and franchises of each of the Constituent Corporationsfranchises, and all propertyauthority, real, personal and mixed, and all debts due to either of the Constituent Corporations on whatever account, a public as well as for stock and other securities subscriptions of a private nature, of Company and all other things in action or obligations belonging to or due each of the Constituent Corporations, Company and Sub shall be vested in the Surviving Corporation, and all property, rights, privileges, powers and franchises, and all and every other interest shall be thereafter as effectively the property of the Surviving Corporation as they were of the Constituent Corporations, and the Sub without further act or deed; (ii) title to any real estate or any interest therein vested by deed or otherwise, in either of the Constituent Corporations, Company shall not revert or be in any way impairedbe impaired by reason of the Merger; but (iii) all rights of creditors and all liens upon on any property of either of the Constituent Corporations Company shall be preserved unimpaired; (iv) Sub shall be liable for all the obligations of Company, and all debtsany claim existing, liabilities and duties or action or proceeding pending, by or against either of Company or Sub, may be prosecuted to judgment with the Constituent Corporations shall thenceforth attach to right of appeal, as if the Merger had not taken place. (c) As used in this Agreement, “Surviving Corporation” shall mean Sub, at and may be enforced against it to after the same extent Effective Time, as if said debts and liabilities had been incurred by itthe surviving corporation in the Merger.

Effects of the Merger. (a) At the Effective Time of the Merger: (ia) the separate existence of the Company Acquisition shall cease and Company Acquisition shall be merged with and into Sub (Sub and the Company are sometimes referred to herein as the "Constituent Corporations" and Sub is sometimes referred to herein as the "Surviving Corporation")FEI, (ii) the Certificate of Incorporation of Sub as in effect immediately prior to the Effective Time, with such amendments thereto as are effected by this Agreement, which shall be the Certificate Surviving Corporation; (b) the Articles of Incorporation of the Surviving Corporation, and (iii) the By-laws Laws of Sub Acquisition as in effect immediately prior to the Effective Time shall be the Articles of Incorporation and By-laws Laws of the Surviving Corporation., until each shall thereafter be amended in accordance with each of their terms and as provided by Law; (bc) At the directors and officers of the Surviving Corporation immediately after the Effective Time, Time shall be the individuals set forth on SCHEDULE 2.04(C); (d) the Surviving Corporation shall possess all the rights, privileges, powers immunities and franchises and be subject to all the restrictionsfranchises, disabilities and duties of each a public as well as of the Constituent Corporations; and all and singular rightsa private nature, privileges, powers and franchises of each of the Constituent Corporations, and all property, real, personal personal, and mixed, and all debts due to either of the Constituent Corporations on whatever account, as well as for stock and other securities subscriptions and all other things choses in action or belonging to each of the Constituent Corporations, shall be vested in the Surviving Corporation, and all property, rights, privileges, powers and franchisesaction, and all and every other interest of or belonging to or due to each of the Constituent Corporations shall be thereafter as effectively the property of taken and deemed to be transferred to and vested in the Surviving Corporation as they were without further act or deed; (e) the Surviving Corporation shall thenceforth be responsible and liable for all liabilities and obligations of each of the Constituent Corporations, and the title to any real estate vested claim existing or action or proceeding pending by deed or otherwise, in against either of the Constituent Corporations, shall Corporations may be prosecuted as if the Merger had not revert taken place or the Surviving Corporation may be substituted in any way impaired; but all its place. Neither the rights of creditors and all liens nor Liens upon any the property of either of the Constituent Corporations shall be preserved unimpaired, and all debts, liabilities and duties impaired by the Merger; and (f) the FEI Convertible Debt shall become convertible solely into a number of the Constituent Corporations shall thenceforth attach Veeco Shares equal to the Surviving Corporation, and may be enforced against it number of Veeco Shares that would have been issued if the FEI Convertible Debt had been converted into FEI Common Stock immediately prior to the same extent as if said debts and liabilities had been incurred by itEffective Time.

Effects of the Merger. (a) At the Effective Time Time, (i) the separate existence of the Company Sub shall cease and Company Sub shall be merged with and into Sub USR (Sub and the Company USR are sometimes referred to herein as the "Constituent Corporations" and Sub USR is sometimes referred to herein as the "Surviving Corporation"), (ii) the Certificate of Incorporation of Sub USR shall be amended to provide that Article 4 of such Certificate of Incorporation shall read as in effect immediately prior follows: "The total number of shares of all classes of stock which the Corporation shall have authority to the Effective Timeissue is 1,000, with all of which shall consist of Common Stock, par value $.001 per share," and, as so amended, such amendments thereto as are effected by this Agreement, Certificate of Incorporation shall be the Certificate of Incorporation of the Surviving Corporation, and (iii) the By-laws Bylaws of Sub as in effect immediately prior to the Effective Time shall be the By-laws Bylaws of the Surviving Corporation. (b) At and after the Effective Time, the effect of the Merger shall be as provided in the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, the Surviving Corporation shall possess all the rights, privileges, powers and franchises of a public as well as of a private nature, and be subject to all the restrictions, disabilities and duties of each of the Constituent Corporations; and all and singular rights, privileges, powers and franchises of each of the Constituent Corporations, and all property, real, personal and mixed, and all debts due to either of the Constituent Corporations on whatever account, as well as for stock and other securities subscriptions and all other things in action or belonging to each of the Constituent Corporations, shall be vested in the Surviving Corporation, and all property, rights, privileges, powers and franchises, and all and every other interest shall be thereafter as effectively effectually the property of the Surviving Corporation as they were of the Constituent Corporations, and the title to any real estate vested by deed or otherwise, in either of the Constituent Corporations, shall not revert or be in any way impaired; but all rights of creditors and all liens upon any property of either of the Constituent Corporations shall be preserved unimpaired, and all debts, liabilities and duties of the Constituent Corporations shall thenceforth thereafter attach to the Surviving Corporation, and may be enforced against it to the same extent as if said such debts and liabilities had been incurred by it.

Effects of the Merger. (a) At the Effective Time (i) the separate existence of the Company Sub shall cease cease, and Company Sub shall be merged with and into Sub PixelCam (Sub and the Company are sometimes referred to herein as the "Constituent Corporations" and Sub is sometimes referred to herein as the "Surviving Corporation"), (ii) the Certificate Articles of Incorporation of Sub PixelCam shall be amended so that Article V of such Articles of Incorporation shall read as in effect immediately prior follows: "The total number of shares of all classes which this corporation shall have authority to the Effective Timeissue shall be 1,000, with all of which shall consist of Common Stock" and, as so amended, such amendments thereto as are effected by this Agreement, Articles of Incorporation shall be the Certificate Articles of Incorporation of the Surviving Corporation, and (iii) the By-laws Bylaws of Sub PixelCam as in effect immediately prior to the Effective Time shall be the By-laws Bylaws of the Surviving Corporation. (Sub and PixelCam are sometimes referred to herein as the "Constituent Corporations.") (b) At and after the Effective Time, the Surviving Corporation shall possess all the rights, privileges, powers and franchises of a public as well as of a private nature, and be subject to all the restrictions, disabilities and duties of each of the Constituent Corporations; and all and singular rights, privileges, powers and franchises of each of the Constituent Corporations, and all property, real, personal and mixed, and all debts due to either of the Constituent Corporations on whatever account, as well as for stock and other securities subscriptions and all other things in action or belonging to each of the Constituent Corporations, shall be vested in the Surviving Corporation, and all property, rights, privileges, powers and franchises, and all and every other interest shall be thereafter as effectively effectually the property of the Surviving Corporation as they were of the Constituent Corporations, and the title to any real estate vested by deed or otherwise, in either of the Constituent Corporations, shall not revert or be in any way impaired; impaired but all rights of creditors and all liens upon any property of either of the Constituent Corporations shall be preserved unimpaired, and all debts, liabilities and duties of the Constituent Corporations shall thenceforth thereafter attach to the Surviving Corporation, and may be enforced against it to the same extent as if said such debts and liabilities had been incurred by it.

Effects of the Merger. (a) At the Effective Time (i) the separate existence of the Company Transwave shall cease cease, and Company Transwave shall be merged with and into Sub Finisar (Sub and the Company are sometimes referred to herein as the "Constituent Corporations" and Sub is sometimes referred to herein as the "Surviving Corporation"), (ii) the Certificate of Incorporation of Sub as in effect immediately prior to the Effective Time, with such amendments thereto as are effected by this Agreement, Finisar shall be the Certificate of Incorporation of the Surviving Corporation, and (iii) the By-laws Bylaws of Sub Finisar as in effect immediately prior to the Effective Time shall be the By-laws Bylaws of the Surviving Corporation. (Finisar and Transwave are sometimes referred to herein as the "Constituent Corporations.") (b) At and after the Effective Time, the Surviving Corporation shall possess all the rights, privileges, powers and franchises of a public as well as of a private nature, and be subject to all the restrictions, disabilities and duties of each of the Constituent Corporations; and all and singular rights, privileges, powers and franchises of each of the Constituent Corporations, and all property, real, personal and mixed, and all debts due to either of the Constituent Corporations on whatever account, as well as for stock and other securities subscriptions and all other things in action or belonging to each of the Constituent Corporations, shall be vested in the Surviving Corporation, and all property, rights, privileges, powers and franchises, and all and every other interest shall be thereafter as effectively effectually the property of the Surviving Corporation as they were of the Constituent Corporations, and the title to any real estate vested by deed or otherwise, in either of the Constituent Corporations, shall not revert or be in any way impaired; impaired but all rights of creditors and all liens upon any property of either of the Constituent Corporations shall be preserved unimpaired, and all debts, liabilities and duties of the Constituent Corporations shall thenceforth thereafter attach to the Surviving Corporation, and may be enforced against it to the same extent as if said such debts and liabilities had been incurred by it.

Effects of the Merger. (a) At the Effective Time Time: (i) the separate existence of the Company shall cease and Company UTI Sub shall be merged with and into PDC, the separate existence of UTI Sub shall cease and PDC shall continue as the surviving corporation (UTI Sub and the Company PDC are sometimes referred to herein as the "Constituent Corporations" and Sub PDC is sometimes referred to herein as the "Surviving Corporation"), ; (ii) the Certificate Articles of Incorporation of Sub as in effect immediately prior to the Effective Time, with such amendments thereto as are effected by this Agreement, PDC shall be the Certificate Articles of Incorporation of the Surviving Corporation, and (iii) the By-laws Bylaws of UTI Sub as in effect immediately prior to the Effective Time shall be the By-laws Bylaws of the Surviving Corporation. (b) The directors and officers of UTI Sub at the Effective Time shall, from and after the Effective Time, be the directors and officers of the Surviving Corporation and shall serve until their successors have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the Surviving Corporation's Articles of Incorporation and Bylaws. (c) At and after the Effective Time, the Surviving Corporation shall possess all the rights, privileges, powers and franchises of a public as well as of a private nature, and be subject to all the restrictions, disabilities and duties of each of the Constituent Corporations; and all and singular rights, privileges, powers and franchises of each of the Constituent Corporations, and all property, real, personal and mixed, and all debts due to either of the Constituent Corporations on whatever account, as well as for stock and other securities subscriptions and all other things in action or belonging to each of the Constituent Corporations, shall be vested in the Surviving Corporation, ; and all property, rights, privileges, powers and franchises, and all and every other interest shall be thereafter as effectively effectually the property of the Surviving Corporation as they were of the Constituent Corporations, ; and the title to any real estate vested by deed or otherwise, in either of the Constituent Corporations, shall not revert or be in any way impaired; but all rights of creditors and all liens upon any property of either of the Constituent Corporations shall be preserved unimpaired, ; and all debts, liabilities and duties of the Constituent Corporations shall thenceforth attach to the Surviving Corporation, and may be enforced against it to the same extent as if said debts and liabilities had been incurred by it.

Effects of the Merger. (a) At the Effective Time Time, (i) the separate existence of the Company shall cease and Company shall be merged with and into Sub Subsidiary as provided in the Nevada General Corporation Law (Sub Subsidiary and the Company are sometimes referred to herein as the "Constituent Corporations" and Sub Subsidiary after the Merger is sometimes referred to herein as the "Surviving Corporation"), ; (ii) the Certificate Articles of Incorporation of Sub as Subsidiary in effect immediately prior to as of the Effective Time, with such amendments thereto as are effected by this Agreement, Time shall be the Certificate Articles of Incorporation of the Surviving Corporation, ; and (iii) the By-laws of Sub as Subsidiary in effect immediately prior to as of the Effective Time shall be the By-laws of the Surviving Corporation. (b) At In accordance with the Nevada General Corporation Law, at and after the Effective Time, the Surviving Corporation shall possess all the rights, privileges, powers and franchises of a public as well as of a private nature, and be subject to all the restrictions, disabilities and duties of each of the Constituent Corporations; and all and singular rights, privileges, powers and franchises of each of the Constituent CorporationsCorporation, and all property, real, personal and mixed, and all debts due to either of the Constituent Corporations on whatever account, as well as for stock and other securities subscriptions and all other things in action or belonging to each of the Constituent Corporations, shall be vested in the Surviving Corporation, ; and all property, rights, privileges, powers and franchises, and all and every other interest shall be thereafter as effectively effectually the property of the Surviving Corporation as they were of the Constituent Corporations, and the title to any real estate vested vested, by deed or otherwise, in either of the Constituent Corporations, Corporations shall not revert or be in any way impaired; but all rights of creditors and all liens upon any property of either of the Constituent Corporations shall be preserved unimpaired, and all debts, liabilities and duties of the Constituent Corporations shall thenceforth attach to the Surviving Corporation, and may be enforced against it to the same extent as if said debts and liabilities had been incurred by it. Any action or proceeding, whether civil, criminal or administrative, pending by or against either Constituent Corporation shall be prosecuted as if the Merger had not taken place, and the Surviving corporation may be substituted as a party in such action or proceeding in place of any Constituent Corporation.

Effects of the Merger. (a) At the Effective Time Time, (i) the separate existence of the Company Sub shall cease and Company Sub shall be merged with and into Sub the Company (Sub and the Company are sometimes referred to herein below as the "Constituent Corporations" and Sub the Company is sometimes referred to herein below as the "Surviving Corporation"), (ii) the Certificate Articles of Incorporation of Sub as the Company in effect immediately prior to the Effective TimeTime shall be amended and restated in the form of Exhibit A attached to the Agreement of Merger, with and, as so amended and restated, such amendments thereto as are effected by this Agreement, Articles of Incorporation shall be the Certificate Articles of Incorporation of the Surviving Corporation, and (iii) the By-laws Bylaws of Sub the Company as in effect immediately prior to the Effective Time shall be the By-laws Bylaws of the Surviving Corporation. (b) At and after the Effective Time, the Surviving Corporation shall possess all the rights, privileges, powers and franchises of a public as well as of a private nature, and be subject to all the restrictions, disabilities and duties of each of the Constituent Corporations; and all and singular rights, privileges, powers and franchises of each of the Constituent Corporations, and all property, real, personal and mixed, and all debts due to either of the Constituent Corporations on whatever account, as well as for stock and other securities subscriptions and all other things in action or belonging to each of the Constituent Corporations, shall be vested in the Surviving Corporation, and all property, rights, privileges, powers and franchises, and all and every other interest shall be thereafter as effectively effectually the property of the Surviving Corporation as they were of the Constituent Corporations, and the title to any real estate vested by deed or otherwise, in either of the Constituent Corporations, shall not revert or be in any way impaired; but all rights of creditors and all liens upon any property of either of the Constituent Corporations shall be preserved unimpaired, and all debts, liabilities and duties of the Constituent Corporations shall thenceforth thereafter attach to the Surviving Corporation, and may be enforced against it to the same extent as if said such debts and liabilities had been incurred by it.

Effects of the Merger. (a) At the Effective Time (i) the separate existence of the Company SoftMagic shall cease cease, and Company SoftMagic shall be merged with and into Sub (Sub and the Company are sometimes referred to herein as the "Constituent Corporations" and Sub is sometimes referred to herein as the "Surviving Corporation"), (ii) the Certificate of Incorporation of Sub as in effect immediately prior to the Effective Time, with such amendments thereto as are effected by this Agreement, shall be the Certificate of Incorporation of the Surviving Corporation, and (iii) the By-laws Bylaws of Sub as in effect immediately prior to the Effective Time shall be the By-laws Bylaws of the Surviving Corporation. (Sub and SoftMagic are sometimes referred to herein as the "Constituent Corporations.") (b) At and after the Effective Time, the Surviving Corporation shall possess all the rights, privileges, powers and franchises of a public as well as of a private nature, and be subject to all the restrictions, disabilities and duties of each of the Constituent Corporations; and all and singular rights, privileges, powers and franchises of each of the Constituent Corporations, and all property, real, personal and mixed, and all debts due to either of the Constituent Corporations on whatever account, as well as for stock and other securities subscriptions and all other things in action or belonging to each of the Constituent Corporations, shall be vested in the Surviving Corporation, and all property, rights, privileges, powers and franchises, and all and every other interest shall be thereafter as effectively effectually the property of the Surviving Corporation as they were of the Constituent Corporations, and the title to any real estate vested by deed or otherwise, in either of the Constituent Corporations, shall not revert or be in any way impaired; impaired but all rights of creditors and all liens upon any property of either of the Constituent Corporations shall be preserved unimpaired, and all debts, liabilities and duties of the Constituent Corporations shall thenceforth thereafter attach to the Surviving Corporation, and may be enforced against it to the same extent as if said such debts and liabilities had been incurred by it.

Effects of the Merger. (a) At the Effective Time of the Merger: (ia) the separate existence of the Company Acquisition shall cease and Company Acquisition shall be merged with and into Sub (Sub and the Company are sometimes referred to herein as Company, which shall be the "Constituent Corporations" and Sub is sometimes referred to herein as the "Surviving Corporation"), ; (iib) the Certificate of Incorporation of Sub as in effect immediately prior to the Effective Time, with such amendments thereto as are effected by this Agreement, shall be the Certificate of Incorporation of the Surviving Corporation, and (iii) the By-laws Laws of Sub Acquisition as in effect immediately prior to the Effective Time shall be the Certificate of Incorporation and By-laws Laws of the Surviving Corporation until each shall thereafter be amended in accordance with each of their terms and as provided by law; (c) the director of Acquisition immediately prior to the Effective Time shall be the initial director of the Surviving Corporation. (b) At , and after the officers of Acquisition immediately prior to the Effective TimeTime shall be the initial officers of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and By-Laws of the Surviving Corporation, in each case until their respective successors are duly elected and qualified; (d) the Surviving Corporation shall possess all the rights, privileges, powers immunities and franchises and be subject to all the restrictionsfranchises, disabilities and duties of each a public as well as of the Constituent Corporations; and all and singular rightsa private nature, privileges, powers and franchises of each of the Constituent Corporations, and all property, real, personal personal, and mixed, and all debts due to either of the Constituent Corporations on whatever account, as well as for stock and other securities subscriptions and all other things choses in action or belonging to each of the Constituent Corporations, shall be vested in the Surviving Corporation, and all property, rights, privileges, powers and franchisesaction, and all and every other interest of or belonging to or due to each of the Constituent Corporations shall be thereafter as effectively the property of taken and deemed to be transferred to and vested in the Surviving Corporation as they were without further act or deed; and (e) the Surviving Corporation shall thenceforth be responsible and liable for all liabilities and obligations of each of the Constituent Corporations, and the title to any real estate vested claim existing or action or proceeding pending by deed or otherwise, in against either of the Constituent Corporations, shall Corporations may be prosecuted as if such Merger had not revert taken place or the Surviving Corporation may be substituted in any way impaired; but all its place. Neither the rights of creditors and all nor liens upon any the property of either of the Constituent Corporations shall be preserved unimpaired, and all debts, liabilities and duties of impaired by the Constituent Corporations shall thenceforth attach to the Surviving Corporation, and may be enforced against it to the same extent as if said debts and liabilities had been incurred by itMerger.

Effects of the Merger. (a) At the Effective Time (i) the separate existence of the Company Sub shall cease cease, and Company Sub shall be merged with and into Sub Cadis (Sub and the Company are sometimes referred to herein as the "Constituent Corporations" and Sub is sometimes referred to herein as the "Surviving Corporation"), (ii) the Certificate of Incorporation of Sub as in effect immediately prior to the Effective Time, with such amendments thereto as are effected by this Agreement, shall be the Certificate of Incorporation of the Surviving Corporation, and (iii) the By-laws Bylaws of Sub as in effect immediately prior to the Effective Time shall be the By-laws Bylaws of the Surviving Corporation. (Sub and Cadis are sometimes referred to herein as the "Constituent Corporations".") (b) At and after the Effective Time, the Surviving Corporation shall possess all the rights, privileges, powers and franchises of a public as well as of a private nature, and be subject to all the restrictions, disabilities and duties of each of the Constituent Corporations; and all and singular rights, privileges, powers and franchises of each of the Constituent Corporations, and all property, real, personal and mixed, and all debts due to either of the Constituent Corporations on whatever account, as well as for stock and other securities subscriptions and all other things in action or belonging to each of the Constituent Corporations, shall be vested in the Surviving Corporation, and all property, rights, privileges, powers and franchises, and all and every other interest shall be thereafter as effectively effectually the property of the Surviving Corporation as they were of the Constituent Corporations, and the title to any real estate vested by deed or otherwise, in either of the Constituent Corporations, shall not revert or be in any way impaired; impaired but all rights of creditors and all liens upon any property of either of the Constituent Corporations shall be preserved unimpaired, and all debts, liabilities and duties of the Constituent Corporations shall thenceforth thereafter attach to the Surviving Corporation, and may be enforced against it to the same extent as if said such debts and liabilities had been incurred by it.

Effects of the Merger. (a) At the Effective Time Time: (i) the separate existence of the Company shall cease and the Company shall be merged with and into Sub THINK (Sub and the Company and THINK are sometimes referred to herein as the "Constituent Corporations" and Sub THINK is sometimes referred to herein as the "Surviving Corporation"), ; (ii) the Certificate of Incorporation of Sub as in effect immediately prior to the Effective Time, with such amendments thereto as are effected by this Agreement, shall be the Certificate of Incorporation of the Surviving Corporation, and (iii) the By-laws of Sub THINK as in effect immediately prior to the Effective Time shall continue to be the By-laws Certificate of Incorporation of the Surviving Corporation; and (iii) the Bylaws of THINK as in effect immediately prior to the Effective Time shall continue to be the Bylaws of the Surviving Corporation. (b) At and after the Effective Time, the Merger shall have the effects set forth in Section 79 of Chapter 156B of the MGL and in Section 259 of the DGCL. Without limiting the foregoing, at the Effective Time, THINK as the Surviving Corporation shall possess all the rights, privileges, powers and franchises of a public as well as a private nature, and be subject to all the restrictions, disabilities and duties of each of the Constituent Corporations; , and all and singular rights, privileges, powers and franchises of each of the Constituent Corporations, and all property, real, personal and mixed, and all debts due to either of the Constituent Corporations on whatever account, as well as for stock and other securities subscriptions and all other things in action or belonging to each of the Constituent Corporations, shall be vested in THINK as the Surviving Corporation, Corporation and all property, rights, privileges, powers and franchises, and all and every other interest shall be thereafter as effectively effectually the property of the Surviving Corporation as they were of the Constituent Corporations, and the title to any real estate vested by deed or otherwise, in either of the Constituent Corporations, shall not revert or be in any way impaired; but all rights of creditors and all liens upon any property of either of the Constituent Corporations shall be preserved unimpaired, and all debts, liabilities and duties of the Constituent Corporations shall thenceforth attach to THINK as the Surviving Corporation, and may be enforced against it to the same extent as if said debts and liabilities had been incurred by it.

Effects of the Merger. (a) The Merger shall have the effects set forth in this Agreement and in the applicable provisions of the DGCL. (b) At the Effective Time Time, (i) the separate existence certificate of incorporation of the Company shall cease be amended and Company shall be merged with restated to read in its entirety as set forth on Exhibit A hereto and into Sub (Sub and the Company are sometimes referred to herein as the "Constituent Corporations" and Sub is sometimes referred to herein as the "Surviving Corporation"), (ii) the Certificate bylaws of Incorporation of Sub Merger Sub, as in effect immediately prior to the Effective Time, with such amendments thereto as are effected by this Agreement, shall be the Certificate of Incorporation bylaws of the Surviving CorporationCorporation until thereafter amended in accordance with applicable law. (c) Immediately prior to the Effective Time, each of the directors of the Company shall resign such position. At the Effective Time, the directors and (iii) the By-laws officers of Merger Sub as in effect immediately prior to the Effective Time shall be become the By-laws initial directors and officers of the Surviving Corporation.Corporation and shall hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation until his or her death, disability, resignation or removal or until his or her successor is duly elected and qualified, as the case may be. EXECUTION COPY (bd) At and If, at any time after the Effective Time, the Surviving Corporation shall possess all consider or be advised that consistent with the terms Of this Agreement any deeds, bills of sale, assignments, assurances in Law or any other acts or things are necessary or desirable (i) to continue, vest, perfect or confirm, of record or otherwise, the Surviving Corporation's right, title or interest in, to or under any of the rights, privileges, powers and franchises and be subject to all the restrictions, disabilities and duties of each of the Constituent Corporations; and all and singular rightsproperties, privileges, powers and franchises or assets of each of the Constituent Corporations, and all property, real, personal and mixed, and all debts due to either of the Constituent Corporations on whatever accountconstituent corporations acquired or to be acquired by the Surviving Corporation by reason of, as well as for stock a result of, or in connection with, the Merger, or (ii) otherwise to carry out the purposes of this Agreement, the officers and other securities subscriptions and all other things in action or belonging to each of the Constituent Corporations, shall be vested in the Surviving Corporation, and all property, rights, privileges, powers and franchises, and all and every other interest shall be thereafter as effectively the property directors of the Surviving Corporation as they were shall be authorized to execute and deliver, in the name and on behalf of the Constituent Corporationseither of such constituent corporations, all such deeds, bills of sale, assignments and assurances, and to take and do, in the title to any real estate vested by deed name and on behalf of each of such constituent corporations or otherwise, in either of the Constituent Corporationsall such other actions and things as may be necessary or desirable to vest, shall not revert perfect or be in confirm any way impaired; but all rights of creditors and all liens upon any property of either of the Constituent Corporations shall be preserved unimpairedright, title and all debtsinterest in, liabilities to and duties of the Constituent Corporations shall thenceforth attach to under such rights, properties, privileges, franchises or assets in the Surviving Corporation, and may be enforced against it Corporation or otherwise to carry out the same extent as if said debts and liabilities had been incurred by itintent of this Agreement.

Effects of the Merger. By virtue of the Merger and without the necessity of any action by or on behalf of the Constituent Corporations, or either of them: (a) At at the Effective Time Time, (i) the separate existence of the Company shall cease Sub will cease, and Company shall Sub will be merged with and into Sub (Sub COA, and the Company are sometimes referred to herein as the "Constituent Corporations" and Sub is sometimes referred to herein as the "Surviving Corporation"), (ii) the Certificate certificate of Incorporation incorporation and bylaws of Sub as in effect immediately prior to the Effective Time, with such amendments thereto as are effected by this Agreement, shall be the Certificate of Incorporation of the Surviving Corporation, and (iii) the By-laws of Sub COA as in effect immediately prior to the Effective Time shall will be the By-certificate of incorporation and bylaws of the Surviving Corporation until thereafter amended, and after the Effective Time the laws of the British Virgin Islands shall govern the Surviving Corporation.; and (b) At at and after the Effective Time, the Surviving Corporation shall will possess all the rights, privileges, powers and franchises of a public as well as of a private nature, and be subject to all the restrictions, disabilities and duties duties, of each of the Constituent Corporations; and all and singular rights, privileges, powers and franchises of each of the Constituent Corporations, and all property, real, personal and mixed, and all debts due to either of the Constituent Corporations on whatever account, as well as for stock and other securities subscriptions and as all other things in action or belonging to each of the Constituent Corporations, shall Corporations will be vested in the Surviving Corporation, ; and all property, rights, privileges, powers and franchises, and all and every other interest shall will be thereafter as effectively effectually be the property of the Surviving Corporation as they were of the respective Constituent Corporations, and the title to any real estate vested by deed or otherwise, in either of the Constituent Corporations, shall will not revert or be in any way impaired; but all rights of creditors and all liens upon any property of either of the Constituent Corporations shall will be preserved unimpaired, and all debts, liabilities and duties of the respective Constituent Corporations shall thenceforth will thereafter attach to the Surviving Corporation, and may be enforced against it to the same extent as if said such debts and liabilities had been incurred or contracted by it.

Effects of the Merger. (a) The Merger shall have the effects set forth herein and pursuant to applicable Law. Without limiting the generality of the foregoing, and subject thereto, from and after the Effective Time, all property, rights, privileges, immunities, powers, franchise, licenses, and authority of the Company and the Merger Sub shall vest in the Surviving Entity, and all debts, liabilities, obligations, restrictions, and duties of each of the Company and the Merger Sub shall become the debts, liabilities, obligations, restrictions, and duties of the Surviving Entity (subject to any and all terms, including but not limited to indemnification rights or rights of set off, set forth in this Agreement). (b) At the Effective Time Time, (ia) the separate existence certificate of formation of the Company shall cease and Company shall be merged with and into Sub (Sub and the Company are sometimes referred to herein as the "Constituent Corporations" and Sub is sometimes referred to herein as the "Surviving Corporation"), (ii) the Certificate of Incorporation of Sub Entity as in effect immediately prior to the Effective TimeTime shall remain in effect until thereafter amended in accordance with the terms thereof or as provided by applicable Law, with such amendments thereto as are effected by this Agreement, shall be and (b) the Certificate of Incorporation operating agreement of the Surviving Corporation, and (iii) the By-laws of Sub Entity as in effect immediately prior to the Effective Time shall be amended and restated, effective at the By-laws Effective Time, in a form that is acceptable to the Parent in its sole discretion. (c) The officers of Merger Sub, in each case, immediately prior to the Effective Time shall, from and after the Effective Time, be the officers, respectively, of the Surviving CorporationEntity until their successors have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the operating agreement of the Surviving Entity in effect following the Effective Time. (bd) At the Effective Time, as a result of the Merger and without any action on the part of Parent, Merger Sub, the Company or any Member: (i) All of the issued and outstanding membership interest of the Company existing immediately prior to the Effective Time shall be converted into the right to receive a portion of the Merger Consideration, which shall be allocated on a pro rata basis according to such Member’s percentage of Membership Interests in the Company (less any portion of the Merger Consideration allocated to such Member that is subject to the Holdback Stock requirements and/or any other adjustment set forth in this Agreement), at the respective times and subject to the contingencies specified herein; and (ii) All Merger Consideration paid or payable upon the surrender of Membership Interests in accordance with the terms hereof shall be deemed to have been paid or payable in full satisfaction of all rights pertaining to the Membership Interests, and from and after the Effective Time, the Surviving Corporation Members shall possess all the have no further rights, privilegespowers, powers title or interest with regard to the Membership Interests. (iii) Each share of common stock of Merger Sub issued and franchises and be subject outstanding immediately prior to all the restrictions, disabilities and duties of each of the Constituent Corporations; and all and singular rights, privileges, powers and franchises of each of the Constituent Corporations, and all property, real, personal and mixed, and all debts due to either of the Constituent Corporations on whatever account, as well as for stock and other securities subscriptions and all other things in action or belonging to each of the Constituent Corporations, Effective Time shall be vested in the Surviving Corporationconverted into and become one (1) newly issued, fully paid and all property, rights, privileges, powers and franchises, and all and every other non-assessable unit of membership interest shall be thereafter as effectively the property of the Surviving Corporation as they were of the Constituent Corporations, and the title to any real estate vested by deed or otherwise, in either of the Constituent Corporations, shall not revert or be in any way impaired; but all rights of creditors and all liens upon any property of either of the Constituent Corporations Entity. (e) The Merger Consideration shall be preserved unimpaired, and all debts, liabilities and duties of the Constituent Corporations shall thenceforth attach issued to the Surviving CorporationMembers by Parent’s transfer agent, Manhattan Transfer Registrar Company (the “Transfer Agent”), evidence by a book entry and may be enforced against it subject to the same extent as if said debts and liabilities had been incurred by itterms of this Agreement.

Effects of the Merger. (a) At On the Effective Time Date (i) the separate existence of the Company Atlas shall cease and Company Atlas shall be merged with and into Sub AAI, (Sub and ii) the Company are certificate of incorporation of AAI shall be the certificate of incorporation of Atlas after the merger (sometimes referred to herein as the "Constituent Corporations" and Sub is sometimes referred to herein as the "Surviving Continuing Corporation"), (iiiii) the Certificate bylaws of Incorporation of Sub AAI as in effect immediately prior to the Effective Time, with such amendments thereto as are effected by this Agreement, Date shall be the Certificate of Incorporation bylaws of the Surviving Continuing Corporation, and (iiiiv) the By-laws directors of Sub as in effect immediately prior to AAI at the Effective Time Date, together with Xxxxx X'Xxxx, Xxxxx Xxxx and Xxxx Xxxxx shall be the By-laws directors of the Surviving Continuing Corporation and hold office as provided in the bylaws of the Continuing Corporation; and (v) the officers of Atlas at the Effective Date shall be the officers of the Continuing Corporation, provided that the directors may elect such other officers as deemed appropriate. (b) At and after the Effective TimeDate, the Surviving Continuing Corporation shall possess all the rights, privileges, powers and franchises of a public as well as of a private nature, and be subject to all the restrictions, disabilities and duties of each of the Constituent CorporationsAAI and Atlas; and all and singular rights, privileges, powers and franchises of each of the Constituent CorporationsAAI and Atlas, and all property, real, personal and mixed, and all debts due to either of the Constituent Corporations AAI and Atlas on whatever account, as well as for stock and other securities subscriptions account and all other things in action or belonging to each of the Constituent CorporationsAAI and Atlas, shall be vested in the Surviving Continuing Corporation, and all property, rights, privileges, powers and franchises, and all and every other interest shall be thereafter as effectively the property of the Surviving Corporation as they were of the Constituent Corporations, ; and the title to any real estate vested by deed or otherwise, in either of the Constituent CorporationsAAI and Atlas, shall not revert or be in any way impaired; but all rights of creditors and all liens upon any property of either of the Constituent Corporations AAI and Atlas shall be preserved unimpaired, and all debts, liabilities and duties of the Constituent Corporations AAI and Atlas shall thenceforth thereafter attach to the Surviving Continuing Corporation, and may be enforced against it to the same extent as if said such debts and liabilities had been incurred by it.

Effects of the Merger. By virtue of the Merger and without the necessity of any action by or on behalf of the Constituent Corporations, or either of them: (aA) At at the Effective Time Time, (i) the separate existence of the Company shall Sub will cease and Company shall Sub will be merged with and into Sub (Sub and the Company are sometimes referred to herein as the "Constituent Corporations" and Sub is sometimes referred to herein as the "Surviving Corporation")River Oaks, (ii) the Certificate articles of Incorporation incorporation of River Oaks as in effect immediately prior to the Effective Time will be the articles of incorporation of the Surviving Corporation until thereafter amended, and (iii) the bylaws of Sub as in effect immediately prior to the Effective Time, with such amendments thereto as are effected by this Agreementset forth in Exhibit A, shall will be --------- the Certificate of Incorporation bylaws of the Surviving Corporation, and (iii) the By-laws of Sub as in effect immediately prior to the Effective Time shall be the By-laws of the Surviving Corporation.Corporation until thereafter amended; and (bB) At at and after the Effective Time, the Surviving Corporation shall will possess all the rights, privileges, powers and franchises of a public as well as of a private nature, and be subject to all the restrictions, disabilities and duties duties, of each of the Constituent Corporations; and all and singular rights, privileges, powers and franchises of each of the Constituent Corporations, and all property, real, personal and mixed, and all debts due to either of the Constituent Corporations on whatever account, as well as for stock and other securities subscriptions and as all other things in action or belonging to each of the Constituent Corporations, shall Corporations will be vested in the Surviving Corporation, ; and all property, rights, privileges, powers and franchises, and all and every other interest shall will be thereafter as effectively effectually be the property of the Surviving Corporation as they were of the respective Constituent Corporations, and the title to any real estate vested by deed or otherwise, in either of the Constituent Corporations, shall will not revert or be in any way impaired; but all rights of creditors and all liens upon any property of either of the Constituent Corporations shall will be preserved unimpaired, and all debts, liabilities and duties of the respective Constituent Corporations shall will thenceforth attach to the Surviving Corporation, and may be enforced against it to the same extent as if said such debts and liabilities had been incurred or contracted by it.

Effects of the Merger. (a) At the Effective Time Time, (i) the separate existence of the Company River shall cease and Company River shall be merged with and into Sub Acquisition as provided in Section 302A.641 of the Act (Sub Acquisition and the Company River are sometimes referred to herein as the "Constituent Corporations" and Sub Acquisition is sometimes referred to herein as the "Surviving Corporation"), (ii) the Certificate Articles of Incorporation of Sub as Acquisition in effect immediately prior to as of the Effective Time, with such amendments thereto as are effected by this Agreement, Time (the "Articles") shall be the Certificate Articles of Incorporation of the Surviving Corporation, and (iii) the By-laws Bylaws of Sub as Acquisition in effect as of the Effective Time (the "Bylaws") shall be the Bylaws of the Surviving Corporation and (iv) the members of the Board of Directors and committees thereof and the officers of Acquisition immediately prior to the Effective Time shall be the By-laws members of the Board of Directors and committees thereof and the officers of the Surviving Corporation, respectively. (b) At and after the Effective Time, the Surviving Corporation shall possess all the rights, privileges, powers and franchises of a public as well as a private nature, and be subject to all the restrictions, disabilities and duties of each of the Constituent Corporations; and all and singular rights, privileges, powers power and franchises of each of the Constituent Corporations, and all property, real, personal and mixed, and all debts due to either of the Constituent Corporations on whatever account, as well as for stock and other securities subscriptions and all other things in action or belonging to each of the Constituent Corporations, shall be vested in the Surviving Corporation, ; and all property, rights, privileges, powers power and franchises, and all and every other interest shall be thereafter as effectively effectually the property of the Surviving Corporation as they were of the Constituent Corporations, and the title to any real estate vested by deed or otherwise, in either of the Constituent Corporations, shall not revert or be in any way impaired; but all rights of creditors and all liens upon any property of either of the Constituent Corporations shall be preserved unimpaired, and all debts, liabilities and duties of the Constituent Corporations shall thenceforth attach to the Surviving Corporation, and may be enforced against it to the same extent as if said debts and liabilities had been incurred by it. Any action or proceeding, whether civil, criminal or administrative, pending by or against either Constituent Corporation shall be prosecuted as if the Merger had not taken place, and the Surviving Corporation may be substituted as a party in such action or proceeding in place of any Constituent Corporation.

Effects of the Merger. (a) At the Effective Time of the Merger: (ia) the separate existence of the Company Acquisition Sub shall cease and Company Acquisition Sub shall be merged with and into Sub (Sub Target and Target shall be the Company are sometimes referred to herein as the "Constituent Corporations" and Sub is sometimes referred to herein as the "Surviving Corporation"), ; (iib) the Certificate Articles of Incorporation of Sub as in effect immediately prior to the Effective Time, with such amendments thereto as are effected by this Agreement, shall be the Certificate of Incorporation of the Surviving Corporation, and (iii) the By-laws of Sub Target as in effect immediately prior to the Effective Time of the Merger shall be the By-laws Articles of Incorporation of the Surviving Corporation., provided that prior to the Effective Time such Articles of Incorporation shall be amended to allow for such number of Directors as specified in the Target's Bylaws; (bc) At and after the Bylaws of Target as in effect immediately prior to the Effective TimeTime of the merger shall be the Bylaws of the Surviving Corporation, until duly amended in accordance with their terms and as provided by law, provided that prior to the Effective Time the Target's Bylaws shall have been amended to a form acceptable to Acquisition Parent and its legal counsel; (d) the directors of Acquisition Sub in office at the Effective Time of the Merger shall be the directors of the Surviving Corporation, each of such directors to hold office, subject to the applicable provisions of the Bylaws of the Surviving Corporation, until his or her successor is duly elected and qualified, or, if earlier, his death, resignation, or removal from office; (e) the officers of Acquisition Sub in office at the Effective Time of the Merger shall be the officers of the Surviving Corporation, each of such officers to hold office, subject to the applicable provisions of the Bylaws of the Surviving Corporation, at the pleasure of the board of directors of the Surviving Corporation and until his or her successor is duly elected and qualified, or, if earlier, his death, resignation, or removal from office; (f) the Surviving Corporation shall possess all the rights, privileges, powers immunities, and franchises and be subject to all the restrictionsfranchises, disabilities and duties of each a public as well as of a private nature, of the Constituent Corporations; Target and all and singular rights, privileges, powers and franchises of each of the Constituent Corporations, Acquisition Sub and all property, real, personal personal, and mixed, and all liabilities, obligations, and debts due to either of the Constituent Corporations on whatever account, as well as for stock and other securities subscriptions and all other things choses in action or belonging to each of the Constituent Corporations, shall be vested in the Surviving Corporation, and all property, rights, privileges, powers and franchisesaction, and all and every other interest interest, of or belonging to or due to the Target or Acquisition Sub, shall be thereafter taken and deemed to be transferred to and vested in the Surviving Corporation without further act or deed; and (g) the Surviving Corporation shall thenceforth be responsible and liable for all liabilities and obligations of each of Target and Acquisition Sub and any claim existing or action or proceeding pending by or against either of Target or Acquisition Sub may be prosecuted as effectively if the Merger had not taken place and the Surviving Corporation had been substituted in its place. Neither the rights of creditors nor liens upon the property of the Surviving Corporation as they were of the Constituent Corporations, and the title to any real estate vested by deed either Target or otherwise, in either of the Constituent Corporations, shall not revert or be in any way impaired; but all rights of creditors and all liens upon any property of either of the Constituent Corporations Acquisition Sub shall be preserved unimpaired, and all debts, liabilities and duties of impaired by the Constituent Corporations shall thenceforth attach to the Surviving Corporation, and may be enforced against it to the same extent as if said debts and liabilities had been incurred by itMerger.

Effects of the Merger. (a) At the Effective Time Time: --------------------- (ia) the separate existence of the Company Identix California shall cease and Company Identix California shall be merged with and into Sub Identix Delaware; (Sub and the Company are sometimes referred to herein as the "Constituent Corporations" and Sub is sometimes referred to herein as the "Surviving Corporation"), (iib) the Certificate of Incorporation of Sub Identix Delaware shall continue as in effect immediately prior to the Effective Time, with such amendments thereto as are effected by this Agreement, shall be the Certificate of Incorporation of the Surviving Corporation, and ; (iiic) the By-laws Bylaws of Sub Identix Delaware shall continue as the Bylaws of the Surviving Corporation; (d) each officer and director of Identix California in effect office immediately prior to the Effective Time shall serve in the same capacity as an officer or director of the surviving Corporation immediately after the Effective Time; (e) each share of California Common Stock outstanding immediately prior to the Effective Time shall be the By-laws converted into one share of the Surviving Corporation.Delaware Common Stock pursuant to Article III; (bf) At without further transfer, act, or deed, the separate existence of Identix California shall cease and after the Effective Time, the Surviving Corporation shall possess all the rights, privileges, powers and franchises franchises, and shall be subject to all the restrictions, disabilities and duties duties, of each of the Constituent CorporationsIdentix California; and all and singular rights, privileges, powers and franchises of each of the Constituent Corporations, and all property, real, personal and mixed, and all debts due to either of the Constituent Corporations Identix California on whatever account, as well as for stock and other securities subscriptions and all other things in action or belonging to each of the Constituent Corporations, Identix California shall be vested in the Surviving Corporation, ; and all property, rights, privileges, powers and franchises, and all and every other interest of Identix California shall be thereafter as effectively effectually the property of the Surviving Corporation as they were of the Constituent CorporationsIdentix California, and the title to any real estate vested by deed or otherwise, otherwise in either of the Constituent Corporations, Identix California shall not revert or be in any way impairedimpaired by reason of the Merger; but and all rights of creditors of Identix California and all liens upon any property of either of the Constituent Corporations Identix California shall be preserved unimpaired, unimpaired and all debts, liabilities and duties of the Constituent Corporations Identix California shall thenceforth attach to the Surviving Corporation, Corporation and may be enforced against it to the same extent as if said debts such debts, liabilities and liabilities duties had been incurred or contracted by it.

Effects of the Merger. (a) At the Effective Time (i) the separate existence of the Company shall cease and Company shall be merged with and into Sub (Sub and the separate corporate existence of Company are sometimes referred to herein as the "Constituent Corporations" and Sub is sometimes referred to herein as the "Surviving Corporation")shall cease, (ii) the Certificate Articles of Incorporation of Sub as in effect immediately prior to the Effective Time, with such amendments thereto as are effected by this Agreement, Time shall be the Certificate Articles of Incorporation of the Surviving Corporation, and (iii) the By-laws of Sub as in effect immediately prior to the Effective Time shall be the By-laws of the Surviving Corporation, (iv) the directors of Sub at the Effective Time shall be the directors of the Surviving Corporation and (v) the officers of Sub immediately prior to the Effective Time shall be the officers of the Surviving Corporation, until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be. (b) At and after Subject to Oklahoma law, at the Effective Time, the Surviving Corporation (i) Sub shall possess all assets and property of every description, and every interest therein, wherever located, and the rights, privileges, powers and franchises and be subject to all the restrictionsimmunities, disabilities and duties of each of the Constituent Corporations; and all and singular rightspowers, privileges, powers and franchises of each of the Constituent Corporationsfranchises, and all propertyauthority, real, personal and mixed, and all debts due to either of the Constituent Corporations on whatever account, a public as well as for stock and other securities subscriptions of a private nature, of Company and all other things in action or obligations belonging to or due each of the Constituent Corporations, Company and Sub shall be vested in the Surviving Corporation, and all property, rights, privileges, powers and franchises, and all and every other interest shall be thereafter as effectively the property of the Surviving Corporation as they were of the Constituent Corporations, and the Sub without further act or deed; (ii) title to any real estate or any interest therein vested by deed or otherwise, in either of the Constituent Corporations, Company shall not revert or be in any way impairedbe impaired by reason of the Merger; but (iii) all rights of creditors and all liens upon on any property of either of the Constituent Corporations Company shall be preserved unimpaired; and (iv) Sub shall be liable for all the obligations of Company, and all debtsany claim existing, liabilities and duties or action or proceeding pending, by or against either of Company or Sub, may be prosecuted to judgment with the Constituent Corporations shall thenceforth attach to right of appeal, as if the Merger had not taken place. (c) As used in this Agreement, “Surviving Corporation” shall mean Sub, at and may be enforced against it to after the same extent Effective Time, as if said debts and liabilities had been incurred by itthe surviving corporation in the Merger.

Effects of the Merger. (a) At the Effective Time and by virtue of the Merger: (i) the separate existence of the Company Video shall cease and Company Video shall be merged with and into Sub IPL and IPL shall be the Surviving Corporation (Sub IPL and the Company Video are sometimes referred to herein as the "Constituent Corporations" and Sub IPL is sometimes referred to herein as the "Surviving Corporation"), ; (ii) all of the outstanding capital stock of Video shall be converted as provided in Section 2.1; (iii) the Certificate of Incorporation of Sub IPL as in effect immediately prior to the Effective TimeTime shall be amended to increase the number of authorized shares of IPL Common Stock, with such amendments thereto from 15,000,000 shares to 25,000,000 shares and to change the corporate name of IPL to "Video Services Corporation" and, as are effected by this Agreementso amended, the Certificate of Incorporation of IPL as in effect immediately prior to the Effective Time shall be the Certificate of Incorporation of the Surviving Corporation, ; and (iiiiv) the By-laws Laws of Sub IPL as in effect immediately prior to the Effective Time shall be the By-laws Laws of the Surviving Corporation. (b) The directors and officers of the Surviving Corporation immediately after the Effective Time shall be: (i) four (4) individuals selected by the Stockholders (being the individuals identified on Part (a) of Exhibit 1.3(b), or if they are unable to serve, such other persons as are selected by the Stockholders and are reasonably acceptable to IPL); and (ii) three (3) individuals selected by IPL (being the individuals identified on Part (b) of Exhibit 1.3(b), or if they are unable to serve, such other persons as are selected by IPL and are reasonably acceptable to Video) who shall hold office until their respective successors have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the Surviving Corporation's Certificate of Incorporation and By-Laws. (c) At and after the Effective Time, the Surviving Corporation shall possess corporate existence of IPL, with all the rights, privileges, powers and franchises and be subject to all the restrictions, disabilities and duties of each of the Constituent Corporations; and all and singular its rights, privileges, powers and franchises of each of the Constituent Corporations, and all property, real, personal and mixed, and all debts due to either of the Constituent Corporations on whatever account, a public as well as for stock of a private nature, shall continue unaffected and other securities subscriptions and all other things unimpaired by the Merger. The Merger shall have the effects specified in action or belonging to each Section 259 of the Constituent Corporations, shall be vested in the Surviving Corporation, and all property, rights, privileges, powers and franchises, and all and every other interest shall be thereafter as effectively the property of the Surviving Corporation as they were of the Constituent Corporations, and the title to any real estate vested by deed or otherwise, in either of the Constituent Corporations, shall not revert or be in any way impaired; but all rights of creditors and all liens upon any property of either of the Constituent Corporations shall be preserved unimpaired, and all debts, liabilities and duties of the Constituent Corporations shall thenceforth attach to the Surviving Corporation, and may be enforced against it to the same extent as if said debts and liabilities had been incurred by itDGCL.

Effects of the Merger. (a) At the Effective Time Time: (i) the separate existence of the Company shall cease and the Company shall be merged with and into Sub Stateside (Sub and the Company and Stateside are sometimes referred to herein as the "Constituent Corporations" and Sub Stateside is sometimes referred to herein as the "Surviving Corporationcorporation"), ; (ii) the Certificate certificate of Incorporation incorporation of Sub as in effect immediately prior to the Effective Time, with such amendments thereto as are effected by this Agreement, shall be the Certificate of Incorporation of the Surviving Corporation, and (iii) the By-laws of Sub Stateside as in effect immediately prior to the Effective Time shall continue to be the By-laws certificate of incorporation of the Surviving Corporation; and (iii) the bylaws of Stateside as in effect immediately prior to the Effective Time shall continue to be the bylaws of the Surviving Corporation. (b) At and after the Effective Time, the Merger shall have the effects set forth in Section 259 of the DGCL. Without limiting the foregoing, at the Effective Time, Stateside as the Surviving Corporation shall possess all the rights, privileges, powers and franchises of a public as well as a private nature, and be subject to all the restrictions, disabilities and duties of each of the Constituent Corporations; , and all and singular rights, privileges, powers and franchises of each of the Constituent Corporations, and all property, real, personal and mixed, and all debts due to either of the Constituent Corporations on whatever account, as well as for stock and other securities subscriptions and all other things in action or belonging to each of the Constituent Corporations, shall be vested in Stateside as the Surviving Corporation, Corporation and all property, rights, privileges, powers and franchises, and all and every other interest shall be thereafter as effectively effectual the property of the Surviving Corporation as they were of the Constituent Corporations, and the title to any real estate vested by deed or otherwise, in either of the Constituent Corporations, shall not revert or be in any way impaired; but all rights of creditors and all liens upon any property of either of the Constituent Corporations shall be preserved unimpaired, and all debts, liabilities and duties of the Constituent Corporations Corporation shall thenceforth attach to Stateside as the Surviving Corporation, and may be enforced against it to the same extent as if said debts and liabilities had been incurred by it.

Effects of the Merger. (a) At the Effective Time (i) the separate existence of the Company Simon shall cease and Company Simon shall be merged with and into Sub (Simon and Sub and the Company are sometimes referred to herein below as the "Constituent Corporations" and Sub is sometimes referred to herein below as the "Surviving Corporation"), (ii) the Certificate of Incorporation of Sub as in effect immediately prior to the Effective Time, with such amendments thereto as are effected by this Agreement, Time shall be the Certificate of Incorporation of the Surviving Corporation, Corporation and (iiiIII) the By-laws of Sub as in effect immediately prior to the Effective Time shall be the By-laws of the Surviving Corporation. (b) At and after the Effective Time, the Surviving Corporation shall possess all the rights, privileges, powers and franchises of a public as well as of a private nature, and be subject to all the restrictions, disabilities and duties of each of the Constituent Corporations; and all and singular rights, privileges, powers and franchises of each of the Constituent Corporations, and all property, real, personal and mixed, and all debts due to either of the Constituent Corporations on whatever account, as well as for stock and other securities subscriptions and all other things in action or belonging to each of the Constituent Corporations, shall be vested in the Surviving Corporation, and all property, rights, privileges, powers and franchises, and all and every other interest shall be thereafter as effectively the property of the Surviving Corporation as they were of the Constituent Corporations, and the title to any real estate vested by deed or otherwise, in either of the Constituent Corporations, shall not revert or be in any way impaired; but all rights of creditors and all liens upon any property of either of the Constituent Corporations shall be preserved unimpaired, and all debts, liabilities and duties of the Constituent Corporations shall thenceforth thereafter attach to the Surviving Corporation, and may be enforced against it to the same extent as if said such debts and liabilities had been incurred by it.

Effects of the Merger. (a) At the Effective Time (i) the separate existence of the Company E3 shall cease cease, and Company E3 shall be merged with and into Sub (Sub and the Company are sometimes referred to herein as the "Constituent Corporations" and Sub is sometimes referred to herein as the "Surviving Corporation")Sub, (ii) the Certificate of Incorporation of Sub shall be amended so that Article First of such Certificate of Incorporation shall read as in effect immediately prior to follows: "The name of the Effective Timecorporation is JDA-E3 Corporation" and, with as so amended, such amendments thereto as are effected by this Agreement, Certificate of Incorporation shall be the Certificate of Incorporation of the Surviving Corporation, and (iii) the By-laws Bylaws of Sub as in effect immediately prior to the Effective Time shall be the By-laws Bylaws of the Surviving Corporation. (b) The Merger shall have the effects set forth in this Agreement and the DGCL and the GBCC. At and after the Effective Time, the Surviving Corporation shall possess all the rights, privileges, powers and franchises of a public as well as of a private nature, and be subject to all the restrictions, disabilities and duties of each of the Constituent Corporations; and all and singular rights, privileges, powers and franchises of each of the Constituent Corporations, and all property, real, personal and mixed, and all debts due to either of the Constituent Corporations on whatever account, as well as for stock and other securities subscriptions and all other things in action or belonging to each of the Constituent Corporations, shall be vested in the Surviving Corporation, and all property, rights, privileges, powers and franchises, and all and every other interest shall be thereafter as effectively effectually the property of the Surviving Corporation as they were of the Constituent Corporations, and the title to any real estate vested by deed or otherwise, in either of the Constituent Corporations, shall not revert or be in any way impaired; impaired but all rights of creditors and all liens Liens upon any property of either of the Constituent Corporations shall be preserved unimpaired, and all debts, liabilities and duties of the Constituent Corporations shall thenceforth thereafter attach to the Surviving Corporation, and may be enforced against it to the same extent as if said such debts and liabilities had been incurred by it.

Effects of the Merger. (a) At the Effective Time Time, (i) the Company shall merge with and into the Merger Sub and as a result thereof, the separate existence of the Company shall cease and Company shall be merged with and into Sub (Sub and the Company are sometimes referred to herein as the "Constituent Corporations" and Sub is sometimes referred to herein as the "Surviving Corporation"), cease; (ii) the Certificate Articles of Incorporation of Sub the Merger Sub, as amended to date, as in effect immediately prior to the Effective Time, with such amendments thereto as are effected by this Agreement, Time shall be the Certificate Articles of Incorporation of the Surviving Corporation, and except that the Articles of Incorporation of the Merger Sub shall be amended to provide that the name of the Surviving Corporation shall be changed to "XX XXXX, Inc.", (iii) the By-laws Bylaws of the Merger Sub as in effect immediately prior to the Effective Time shall be the By-laws Bylaws of the Surviving Corporation, and (iv) the directors and officers of the Merger Sub immediately prior to the Effective Time shall become the directors and officers of the Surviving Corporation, until the earlier of their resignation or removal or until their respective successors are duly elected or appointed, as the case may be. (b) At As and after the Effective Time, the Surviving Corporation shall possess all the rights, privileges, powers immunities and franchises franchises, of a public as well as of a private nature previously belonging to the Company and be subject Merger Sub; and all property (real, personal and mixed), and all debts due on whatever account, including subscriptions to shares, and all the restrictionsother choses in action, disabilities and duties all and every other interest of or belonging to or due to each of the Constituent CorporationsCompany and Merger Sub shall be transferred to, and vested in, the Surviving Corporation without further act or deed; and all such property, rights and singular rights, privileges, powers and franchises of each of the Constituent Corporations, and all property, real, personal and mixed, and all debts due to either of the Constituent Corporations on whatever account, as well as for stock and other securities subscriptions and all other things in action or belonging to each of the Constituent Corporations, shall be vested in the Surviving Corporation, and all property, rights, privileges, powers and franchises, and all and every other interest shall be thereafter as effectively the property of the Surviving Corporation as they were of the Constituent Corporations, Company and Merger Sub; and the title to any real estate vested estate, or interest therein, whether by deed or otherwise, in either of the Constituent Corporations, shall not revert or be in any way impaired; but impaired by reason of the Merger. The Surviving Corporation shall be responsible and liable for all the liabilities and obligations of the Company and Merger Sub and any claim existing, or action or proceeding pending, by or against the Company or Merger Sub may be prosecuted against the Surviving Corporation. Neither the rights of creditors and all nor any liens upon any the property of either of the Constituent Corporations Company or Merger Sub shall be preserved unimpairedimpaired by the Merger, and all debts, liabilities and duties of each of the Constituent Corporations Company and Merger Sub shall thenceforth attach to the Surviving Corporation, and may be enforced against it to the same extent as if said debts such debts, liabilities and liabilities duties had been incurred or contracted by it, all in accordance with Section 5.01, et seq., of the TBCA and the terms of this Agreement.

Effects of the Merger. (a) At the Effective Time (i) the separate existence of the Company shall cease and Company Time, IRT shall be merged with and into Sub (Sub the Company, and thereupon, the separate corporate existence of IRT shall cease and the Company are sometimes referred shall survive and continue to herein exist as a Maryland corporation (the Company, as the "Constituent Corporations" and Sub is surviving corporation in the Merger, sometimes being referred to herein as the "Surviving Corporation"), . (iib) the Certificate of Incorporation of Sub as in effect immediately prior to At the Effective Time, with such amendments thereto as are effected by this Agreement, the effect of the Merger shall be as provided in the Certificate MGCL and GBCC; to wit, without limiting the generality of Incorporation the foregoing and subject thereto, at the Effective Time, all of the property, assets, businesses, rights, interests, privileges, powers, licenses and franchises of IRT thereupon shall vest in the Surviving Corporation, and all of the debts, liabilities, obligations, restrictions, disabilities and duties of IRT (iii"Liabilities") thereupon shall become the By-laws of Sub as in effect immediately prior to the Effective Time shall be the By-laws Liabilities of the Surviving Corporation. (bc) At Notwithstanding the foregoing, the Company and after IRT may, upon mutual agreement, at any time prior to the Effective Time, change the Surviving Corporation shall possess all method of effecting the rights, privileges, powers and franchises and be subject to all the restrictions, disabilities and duties of each combination of the Constituent Corporations; Company and all IRT (including, without limitation, the provisions of this Article I) if and singular rightsto the extent they deem such change to be desirable, privilegesincluding, powers without limitation, to provide for a merger of IRT directly with and franchises of each into a wholly owned subsidiary of the Constituent CorporationsCompany, and all propertyin which either IRT or such subsidiary is the surviving corporation; PROVIDED, realHOWEVER, personal and mixedthat no such change shall (i) alter or change the amount, and all debts due method of calculating or kind of Merger Consideration (as defined below) to either be issued to holders of IRT Common Stock (as defined below) as provided for in this Agreement, (ii) adversely affect the tax treatment of IRT's shareholders as a result of receiving the Merger Consideration, or (iii) materially impede or delay consummation of the Constituent Corporations on whatever account, as well as for stock and other securities subscriptions and all other things in action or belonging to each of the Constituent Corporations, shall be vested in the Surviving Corporation, and all property, rights, privileges, powers and franchises, and all and every other interest shall be thereafter as effectively the property of the Surviving Corporation as they were of the Constituent Corporations, and the title to any real estate vested transactions contemplated by deed or otherwise, in either of the Constituent Corporations, shall not revert or be in any way impaired; but all rights of creditors and all liens upon any property of either of the Constituent Corporations shall be preserved unimpaired, and all debts, liabilities and duties of the Constituent Corporations shall thenceforth attach to the Surviving Corporation, and may be enforced against it to the same extent as if said debts and liabilities had been incurred by itthis Agreement.

Effects of the Merger. (a) At the Effective Time (i) the separate existence of the Company Sub shall cease and Company Sub shall be merged with and into Sub Target, with Target as the surviving corporation in the Merger (Sub and the Company Target are sometimes referred to herein below as the "Constituent Corporations" and Sub Target is sometimes referred to herein below as the "Surviving Continuing Corporation"), (ii) the Certificate Articles of Incorporation of Sub Target shall be amended so that Article IV of such Articles of Incorporation reads in its entirety as in effect immediately prior follows: "The total number of shares of all classes of stock which the Corporation shall have authority to the Effective Timeissue is 1,000, with all of which shall consist of Common Stock, par value $0.01 per share," and as so amended, such amendments thereto as are effected by this Agreement, Articles of Incorporation shall be the Certificate Articles of Incorporation of the Surviving Continuing Corporation, and (iii) the By-laws Bylaws of Sub Target as in effect immediately prior to the Effective Time shall be the By-laws Bylaws of the Surviving Continuing Corporation. (b) At and after the Effective Time, the Surviving Continuing Corporation shall possess all the rights, privileges, powers powers, and franchises of a public as well as of a private nature, and be subject to all the restrictions, disabilities disabilities, and duties of each of the Constituent Corporations; and all and singular rights, privileges, powers powers, and franchises of each of the Constituent Corporations, and all property, real, personal personal, and mixed, and all debts due to either of the Constituent Corporations on whatever account, as well as for stock and other securities subscriptions and all other things in action or belonging to each of the Constituent Corporations, shall be vested in the Surviving Continuing Corporation, and all property, rights, privileges, powers powers, and franchises, and all and every other interest shall be thereafter as effectively effectually the property of the Surviving Continuing Corporation as they were of the Constituent Corporations, and the title to any real estate vested by deed or otherwise, in either of the Constituent Corporations, shall not revert or be in any way impaired; but all rights of creditors and all liens upon any property of either of the Constituent Corporations shall be preserved unimpaired, and all debts, liabilities liabilities, and duties of the Constituent Corporations shall thenceforth thereafter attach to the Surviving Continuing Corporation, and may be enforced against it to the same extent as if said such debts and liabilities had been incurred by it. (c) At the Effective Time, the directors of Sub immediately prior to the Effective Time shall be the directors of the Continuing Corporation, each of such directors to hold office, subject to the applicable provisions of Utah Law and the Articles of Incorporation and By-Laws of the Continuing Corporation, until the earlier of their resignation or the next annual shareholders' meeting of the Continuing Corporation and until their respective successors shall be duly elected or appointed and qualified.

Effects of the Merger. (a) At the Effective Time (i) the separate existence of the Company Sub shall cease and Company Sub shall be merged with and into Sub the Company (Sub and the Company are sometimes referred to herein as the "Constituent Corporations" and Sub the Company is sometimes referred to herein as the "Surviving Corporation"), (ii) the Certificate of Incorporation of Sub as in effect immediately prior to the Effective Time, with such amendments thereto as are effected by this Agreement, Time shall be the Certificate of Incorporation of the Surviving Corporation, except that the name of the Surviving Corporation as provided in such Certificate of Incorporation shall be "Xxxxxx Electronics, Inc." and (iii) the By-laws of Sub as in effect immediately prior to the Effective Time shall be the By-laws of the Surviving Corporation. (b) At The Merger shall have the effects set forth in this Agreement, the Certificate of Merger and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, at and after the Effective Time, the Surviving Corporation shall possess all the rights, privileges, powers powers, immunities and franchises franchises, of a public as well as of a private nature, and be subject to all the restrictions, disabilities and duties of each of the Constituent Corporations; and all and singular rights, privileges, powers powers, immunities and franchises of each of the Constituent Corporations, and all property, real, personal and mixed, and all debts due to either of the Constituent Corporations on whatever account, as well as for stock and other securities including subscriptions to shares and all other things choses in action action, and all and every other interest of or belonging to or due to each of the Constituent Corporations, shall be taken and deemed to be transferred to and vested in the Surviving Corporation, and all property, rights, privileges, powers and franchises, and all and every other interest shall be thereafter as effectively effectually the property of the Surviving Corporation as they were of the Constituent Corporations, and the title to any real estate vested by deed or otherwise, in either of the Constituent Corporations, shall not revert or be in any way impaired; but all rights of creditors and all liens upon any property of either of the Constituent Corporations shall be preserved unimpaired, and all debts, liabilities and duties of the Constituent Corporations shall thenceforth attach to the Surviving Corporation, and may be enforced against it to the same extent as if said debts and liabilities had been incurred by it.

Effects of the Merger. (a) At the Effective Time Time, (i) the separate existence of the Company Sierra Sub shall cease and Company Sierra Sub shall be merged with and into Sub PCA (Sierra Sub and the Company PCA are sometimes referred to herein as the "Constituent Corporations" and Sub PCA is sometimes referred to herein as the "Surviving Corporation"), (ii) the Certificate of Incorporation of Sub PCA shall be amended by filing a Certificate of Merger pursuant to Section 251 of the DGCL, substantially in the form attached as Exhibit 1.3(a)(ii), so that (A) Article Fourth of such Certificate of Incorporation shall read in effect immediately prior its entirety as follows: "The corporation is authorized to issue only one class of shares of stock which shall be designated as "Common Stock;" and the Effective Timetotal number of shares which this Corporation is authorized to issue is one thousand (1,000)" and (B) Article Eleventh of such Certificate of Incorporation shall be deleted in its entirety, with such amendments thereto and, as are effected by this Agreementso amended, the Certificate of Incorporation shall be the Certificate of Incorporation of the Surviving Corporation, Corporation (until further amended) and (iii) the By-laws Bylaws of Sub PCA as in effect immediately prior to the Effective Time shall be the By-laws Bylaws of the Surviving CorporationCorporation (until further amended). (b) At and after the Effective Time, in accordance with Section 259 of the DGCL, the Surviving Corporation shall possess all the rights, privileges, powers rights and franchises property of the Constituent Corporations and be subject to all the restrictions, disabilities debts and duties of each of the Constituent Corporations; and all and singular rights, privileges, powers and franchises of each of the Constituent Corporations, and all property, real, personal and mixed, and all debts due to either liabilities of the Constituent Corporations on whatever account, as well as for stock and other securities subscriptions and all other things in action or belonging to each of the Constituent Corporations, shall be vested in the Surviving Corporation, and all property, rights, privileges, powers and franchises, and all and every other interest shall be thereafter as effectively the property of if the Surviving Corporation as they were of the Constituent Corporations, and the title to any real estate vested by deed or otherwise, in either of the Constituent Corporations, shall not revert or be in any way impairedhad itself incurred them; but all rights of creditors and all liens upon any property of either of the Constituent Corporations shall be preserved unimpaired, provided that such liens upon property of a disappearing corporation shall be limited to the property affected thereby immediately prior to the Effective Time; and all debtsany action or proceeding pending by or against any disappearing corporation may be prosecuted to judgment, liabilities and duties of the Constituent Corporations which shall thenceforth attach to bind the Surviving Corporation, and or the Surviving Corporation may be enforced proceeded against it to the same extent as if said debts and liabilities had been incurred by itor substituted in its place.

Effects of the Merger. At and after the Effective Time: (a) At the Effective Time (i) Merger shall have the separate existence effects as set forth in the applicable provisions of the Company shall cease DGCL, including without limitation Section 259(a) thereof. Without limiting the generality of the foregoing, and Company shall be merged with and into Sub (Sub and the Company are sometimes referred to herein as the "Constituent Corporations" and Sub is sometimes referred to herein as the "Surviving Corporation")subject thereto, (ii) the Certificate of Incorporation of Sub as in effect immediately prior to at the Effective Time, with such amendments thereto all the rights, privileges, immunities, powers and franchises (of a public as are effected by this Agreementwell as of a private nature) of the Company and Merger Sub and all property (real, personal and mixed) of the Company and Merger Sub and all debts due to either the Company or Merger Sub on any account, including subscriptions to shares, and all other choses in action, and every other interest of or belonging to or due to each of the Company and Merger Sub shall be the Certificate of Incorporation of vest in the Surviving Corporation, and all debts, Liabilities, obligations and duties of each of the Company and Merger Sub shall become the debts, Liabilities, obligations and duties of the Surviving Corporation and may be enforced against the Surviving Corporation to the same extent as if such debts, Liabilities, obligations and duties had been incurred or contracted by the Surviving Corporation, and all rights of creditors and all Liens upon any property of the Company or Merger Sub shall be preserved unimpaired in the Surviving Corporation following the Merger; (iiib) the By-laws certificate of Sub incorporation of the Company, a copy of which is annexed hereto as Exhibit D, shall be the certificate of incorporation of the Surviving Corporation until such time as it may thereafter be amended in effect accordance with applicable Delaware Law; (c) the bylaws of the Company shall be the bylaws of the Surviving Corporation until such time as they may thereafter be amended in accordance with applicable Delaware Law; (d) the directors and officers of the Company immediately prior to the Effective Time shall be remain the By-laws directors and officers of the Surviving Corporation. (b) At , each to hold office until their respective death, permanent disability, resignation or removal or until their respective successors are duly elected and after qualified, all in accordance with the Effective Time, the Surviving Corporation shall possess all the rights, privileges, powers certificate of incorporation and franchises and be subject to all the restrictions, disabilities and duties of each of the Constituent Corporations; and all and singular rights, privileges, powers and franchises of each of the Constituent Corporations, and all property, real, personal and mixed, and all debts due to either of the Constituent Corporations on whatever account, as well as for stock and other securities subscriptions and all other things in action or belonging to each of the Constituent Corporations, shall be vested in the Surviving Corporation, and all property, rights, privileges, powers and franchises, and all and every other interest shall be thereafter as effectively the property bylaws of the Surviving Corporation as they were of the Constituent Corporations, and the title to any real estate vested by deed or otherwise, in either of the Constituent Corporations, shall not revert or be in any way impaired; but all rights of creditors and all liens upon any property of either of the Constituent Corporations shall be preserved unimpaired, and all debts, liabilities and duties of the Constituent Corporations shall thenceforth attach to the Surviving Corporation, and may be enforced against it to the same extent as if said debts and liabilities had been incurred by itapplicable Law.

Effects of the Merger. (a) At the Effective Time (i) the separate existence of the Company Simon shall cease and Company Simon shall be merged with and into Sub (Simon and Sub and the Company are sometimes referred to herein below as the "Constituent Corporations" and Sub is sometimes referred to herein below as the "Surviving Corporation"), (ii) the Certificate of Incorporation of Sub as in effect immediately prior to the Effective Time, with such amendments thereto as are effected by this Agreement, Time shall be the Certificate of Incorporation of the Surviving Corporation, Corporation and (iii) the By-laws of Sub as in effect immediately prior to the Effective Time shall be the By-laws of the Surviving Corporation. (b) At and after the Effective Time, the Surviving Corporation shall possess all the rights, privileges, powers and franchises of a public as well as of a private nature, and be subject to all the restrictions, disabilities and duties of each of the Constituent Corporations; and all and singular rights, privileges, powers and franchises of each of the Constituent Corporations, and all property, real, personal and mixed, and all debts due to either of the Constituent Corporations on whatever account, as well as for stock and other securities subscriptions and all other things in action or belonging to each of the Constituent Corporations, shall be vested in the Surviving Corporation, and all property, rights, privileges, powers and franchises, and all and every other interest shall be thereafter as effectively the property of the Surviving Corporation as they were of the Constituent Corporations, and the title to any real estate vested by deed or otherwise, in either of the Constituent Corporations, shall not revert or be in any way impaired; but all rights of creditors and all liens upon any property of either of the Constituent Corporations shall be preserved unimpaired, and all debts, liabilities and duties of the Constituent Corporations shall thenceforth thereafter attach to the Surviving Corporation, and may be enforced against it to the same extent as if said such debts and liabilities had been incurred by it.

Effects of the Merger. (a) At As of the Effective Time Time, by virtue of the Merger and without any action on the part of the Buyer, Merger Sub or the Company, (i) the separate existence certificate of formation of the Company shall cease and Company shall be merged with and into Sub (Sub and the Company are sometimes referred to herein as the "Constituent Corporations" and Sub is sometimes referred to herein as the "Surviving Corporation")Company, (ii) the Certificate of Incorporation of Sub as in effect immediately prior to the Effective Time, with such amendments thereto shall be the certificate of formation of the Surviving Company unless and until thereafter amended, (ii) the limited liability company agreement of the Merger Sub, as are effected by this Agreementin effect as the Effective Time as may be amended at the Effective Time, shall be the Certificate of Incorporation limited liability company agreement of the Surviving CorporationCompany, except that the name of the Surviving Company shall be Cretic Energy Services, LLC and the Surviving Company’s limited liability company agreement shall be amended and restated accordingly unless and until thereafter amended, (iii) the By-laws existing managers of the Company shall be removed and the Surviving Company shall have no managers unless and until determined otherwise by the Surviving Company’s sole member and (iv) the managers and officers of Merger Sub as in effect immediately prior to the Effective Time shall be the By-laws of the Surviving Corporation. (b) At become, from and after the Effective Time, the sole officers of the Surviving Corporation Company, until their respective successors are duly elected or appointed or their earlier resignation or removal or the sole member appoints additional officers. Subject to the foregoing, any additional effects of the Merger shall possess all be as provided for by applicable Laws. (b) Upon the rights, privileges, powers terms and franchises and be subject to all the restrictionsconditions set forth in this Agreement, disabilities and duties in accordance with the DLLCA, on the Effective Time, Merger Sub shall be merged with and into the Company and the separate existence of each Merger Sub shall thereupon cease, and the Company, as the Surviving Company, shall by virtue of the Constituent Corporations; and all and singular rights, privileges, powers and franchises of each Merger continue its existence under the laws of the Constituent CorporationsState of Delaware. (c) Without limiting the generality of the foregoing, and subject thereto, from and after the Effective Time, all property, real, personal and mixed, and all debts due to either of the Constituent Corporations on whatever account, as well as for stock and other securities subscriptions and all other things in action or belonging to each of the Constituent Corporations, shall be vested in the Surviving Corporation, and all propertyproperties, rights, privileges, powers and immunities, powers, franchises, licenses and all and every other interest shall be thereafter as effectively the property authorities of the Company and Merger Sub shall vest in the Surviving Corporation as they were of the Constituent Corporations, and the title to any real estate vested by deed or otherwise, in either of the Constituent Corporations, shall not revert or be in any way impaired; but all rights of creditors and all liens upon any property of either of the Constituent Corporations shall be preserved unimpairedCompany, and all debts, liabilities liabilities, obligations, restrictions and duties of the Constituent Corporations Company and Merger Sub shall thenceforth attach to become the debts, liabilities, obligations, restrictions and duties of the Surviving Corporation, and may be enforced against it to the same extent as if said debts and liabilities had been incurred by itCompany.

Effects of the Merger. (a) At the Effective Time in accordance with this Agreement and Delaware Law, (i) the separate existence of the Company shall cease and Company Sunrise shall be merged with and into Sub, (ii) the separate corporate existence of Sunrise (except as such existence may be continued by operation of law) shall cease and (iii) Sub shall continue as the surviving corporation and shall be governed by the laws of the State of Delaware (Sub and the Company Sunrise are sometimes referred to herein as the "Constituent Corporations" and Sub is sometimes referred to herein as the "Surviving Corporation"), (ii) the Certificate of Incorporation of Sub as in effect immediately prior to the Effective Time, with such amendments thereto as are effected by this Agreement, shall be the Certificate of Incorporation of the Surviving Corporation, and (iii) the By-laws of Sub as in effect immediately prior to the Effective Time shall be the By-laws of the Surviving Corporation. (b) At and after the Effective Time, the Surviving Corporation shall possess all the rights, privileges, powers powers, and franchises of a public as well as of a private nature, and be subject to all the restrictions, disabilities disabilities, and duties of each of the Constituent Corporations; and all and singular rights, privileges, powers powers, and franchises of each of the Constituent Corporations, and all property, real, personal and mixed, and all debts debts, liabilities and duties due on whatever account, and all and every other interest of or belonging to either of the Constituent Corporations on whatever accountCorporations, as well as for stock and other securities subscriptions and all other things in action or belonging to each of the Constituent Corporations, shall be taken and deemed to be transferred to and vested in the Surviving CorporationCorporation without further act or deed, and all property, rights, privileges, powers powers, and franchises, and all and every other interest shall be thereafter as effectively the property of the Surviving Corporation as they were of the Constituent CorporationsCorporation, and the title to any real estate vested by deed or otherwise, in either of the Constituent Corporations, shall not revert or be in any way impaired; but all rights of creditors and all liens upon any property of either of the Constituent Corporations shall be preserved unimpaired, and all debts, liabilities liabilities, and duties of the Constituent Corporations shall thenceforth thereafter attach to the Surviving Corporation, and may be enforced against it to the same extent as if said such debts and liabilities had been incurred or contracted by it.

Effects of the Merger. At the Effective Time, and without any further action on the part of the Company or Merger Sub: (a) At the Effective Time (i) the separate existence certificate of incorporation of the Company shall cease and Company shall be merged with and into Sub (Sub and the Company are sometimes referred to herein as the "Constituent Corporations" and Sub is sometimes referred to herein as the "Surviving Corporation")Company, (ii) the Certificate of Incorporation of Sub as in effect immediately prior to the Effective Time, with such amendments thereto as are effected by this Agreement, shall be amended and restated in its entirety in the Certificate of Incorporation form of the Surviving Corporationcertificate of incorporation of Merger Sub, and (iii) the By-laws of Sub as in effect immediately prior to the Effective Time Time, as set forth in Exhibit B, and as so amended shall be the By-laws certificate of incorporation of the Surviving Corporation., except that the name of the Surviving Corporation shall be the name of the Company as of immediately prior to the Effective Time; (b) At the bylaws of the Company, as in effect immediately prior to the Effective Time, shall be amended and restated in their entirety in the form of the bylaws of Merger Sub, as in effect immediately prior to the Effective Time, as set forth in Exhibit C, and as so amended shall be the bylaws of the Surviving Corporation, except that the name of the Surviving Corporation shall be the name of the Company as of immediately prior to the Effective Time; (c) the directors and officers of Merger Sub immediately prior to the Effective Time shall, from and after the Effective Time, be the directors and officers of the Surviving Corporation shall possess Corporation; and (d) the Merger shall, from and after the Effective Time, have the effects set forth in this Agreement and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all the properties, rights, privileges, privileges and powers and franchises and be subject to all the restrictions, disabilities and duties of each of the Constituent Corporations; Company and all and singular rights, privileges, powers and franchises of each of the Constituent Corporations, and all property, real, personal and mixed, and all debts due to either of the Constituent Corporations on whatever account, as well as for stock and other securities subscriptions and all other things in action or belonging to each of the Constituent Corporations, Merger Sub shall be vested vest in the Surviving Corporation, and all property, rights, privileges, powers and franchises, and all and every other interest shall be thereafter as effectively the property of the Surviving Corporation as they were of the Constituent Corporations, and the title to any real estate vested by deed or otherwise, in either of the Constituent Corporations, shall not revert or be in any way impaired; but all rights of creditors and all liens upon any property of either of the Constituent Corporations shall be preserved unimpaired, and all debts, liabilities and duties of the Constituent Corporations Company and Merger Sub shall thenceforth attach to become the debts, liabilities and duties of the Surviving Corporation, and may be enforced against it to the same extent as if said debts and liabilities had been incurred by it.

Effects of the Merger. (a) At the Effective Time (i) the separate existence of the Company shall cease and Company shall be merged with and into Sub (Sub and the Company are sometimes referred to herein as the "Constituent Corporations" and Sub is sometimes referred to herein as the "Surviving Corporation"), (ii) the Certificate of Incorporation of Sub as in effect immediately prior to the Effective Time, with such amendments thereto as are effected by this Agreement, shall be the Certificate of Incorporation of the Surviving Corporation, and (iii) the By-laws of Sub as in effect immediately prior to the Effective Time shall be the By-laws of the Surviving Corporation. (b) At and after the Effective Time, (i) the effect of the First Merger shall be as provided in this Agreement and the applicable provisions of the DGCL and (ii) the Company Certificate of Incorporation shall be amended and restated in its entirety to read as set forth on Exhibit B-1. Without limiting the foregoing, the First Step Surviving Corporation Entity shall thereupon and thereafter possess all of the rights, property, privileges, powers and franchises franchises, of a public as well as a private nature, of the First Merger Constituent Corporations, and be shall become subject to all the restrictions, disabilities and duties of each of the First Merger Constituent Corporations; . In addition, the Buyer shall cause the by-laws of the First Step Surviving Entity to be amended and restated in their entirety so that, immediately following the Effective Time, they are identical to the by-laws of Merger Subsidiary I as in effect immediately prior to the Effective Time, except that all references to the name of Merger Subsidiary I therein shall be changed to refer to the name of the Company. (b) At and singular after the Second Effective Time, (i) the effect of the Second Merger shall be as provided in this Agreement and the applicable provisions of the DGCL, (ii) the Surviving Entity’s Certificate of Formation shall be amended and restated in its entirety to read as set forth in the Second Certificate of Merger, and (iii) the Surviving Entity’s limited liability company agreement shall be amended and restated in its entirety to read as set forth on Exhibit B-2. Without limiting the foregoing, the Surviving Entity shall thereupon and thereafter possess all of the rights, privileges, powers and franchises of each of the Constituent Corporations, and all property, real, personal and mixed, and all debts due to either of the Constituent Corporations on whatever account, as well as for stock and other securities subscriptions and all other things in action or belonging to each of the Constituent Corporations, shall be vested in the Surviving Corporation, and all property, rights, privileges, powers and franchises, and all and every other interest shall be thereafter of a public as effectively the property well as a private nature, of the Surviving Corporation as they were of the Second Merger Constituent Corporations, and shall become subject to all the title to any real estate vested by deed or otherwiserestrictions, in either of the Constituent Corporations, shall not revert or be in any way impaired; but all rights of creditors and all liens upon any property of either of the Constituent Corporations shall be preserved unimpaired, and all debts, liabilities disabilities and duties of each of the Second Merger Constituent Corporations shall thenceforth attach to the Surviving Corporation, and may be enforced against it to the same extent as if said debts and liabilities had been incurred by itCorporations.

Effects of the Merger. (a) At the Effective Time (i) the separate existence of the Company Sub shall cease and Company Sub shall be merged with and into Sub Claremont (Sub and the Company Claremont are sometimes referred to herein below as the "Constituent Corporations" and Sub Claremont is sometimes referred to herein below as the "Surviving Corporation"), (ii) the Certificate Articles of Incorporation of Sub as in effect immediately prior to the Effective Time, with such amendments thereto as are effected by this Agreement, shall be the Certificate Articles of Incorporation of the Surviving Corporation, except that Article I thereof shall be amended to read as follows: "The name of the corporation (the "Corporation") is Claremont 1 6 Technology Group, Inc.," and (iii) the By-laws Bylaws of Sub as in effect immediately prior to the Effective Time shall be the By-laws Bylaws of the Surviving Corporation. (b) At and after the Effective Time, the Surviving Corporation shall possess all the rights, privileges, powers and franchises of a public as well as of a private nature, and be subject to all the restrictions, disabilities and duties of each of the Constituent Corporations; and all and singular rights, privileges, powers and franchises of each of the Constituent Corporations, and all property, real, personal and mixed, and all debts due to either of the Constituent Corporations on whatever account, as well as for stock and other securities subscriptions and all other things in action or belonging to each of the Constituent Corporations, shall be vested in the Surviving Corporation, and all property, rights, privileges, powers and franchises, and all and every other interest shall be thereafter as effectively effectually the property of the Surviving Corporation as they were of the Constituent Corporations, and the title to any real estate vested by deed or otherwise, in either of the Constituent Corporations, shall not revert or be in any way impaired; but all rights of creditors and all liens upon any property of either of the Constituent Corporations shall be preserved unimpaired, and all debts, liabilities and duties of the Constituent Corporations shall thenceforth thereafter attach to the Surviving Corporation, and may be enforced against it to the same extent as if said such debts and liabilities had been incurred by it.

Effects of the Merger. (a) At and after the Effective Time (i) the separate existence of the Company shall Orion will cease and Company Orion shall be merged with and into Sub the MergerSub (Sub the MergerSub and the Company Orion are sometimes referred to herein in this Agreement as the "Constituent Corporations" and Sub is sometimes referred to herein "); (ii) the MergerSub will continue as the surviving corporation of the Merger under the laws of Florida (the "Surviving Corporation"), (ii) the Certificate of Incorporation of Sub as in effect immediately prior to the Effective Time, with such amendments thereto as are effected by this Agreement, shall be the Certificate of Incorporation of the Surviving Corporation, and ; (iii) the By-laws Merger will have all of Sub as the effects provided by the Articles of Merger and applicable law; (iv) the articles of incorporation of the MergerSub in effect immediately prior to before the Effective Time shall be the By-laws articles of incorporation of the Surviving Corporation, with the exception that the name of the Surviving Corporation shall become IMRglobal - Orion Consulting, Inc.; and (v) the bylaws of the MergerSub as in effect immediately before the Effective Time shall be the bylaws of the Surviving Corporation. (b) At and after the Effective Time, the Surviving Corporation shall possess all the rights, privileges, powers immunities, and franchises franchises, of a public as well as of a private nature, and be subject to all the restrictions, disabilities disabilities, and duties duties, of each of the Constituent Corporations; and all and the singular rights, privileges, powers immunities, and franchises of each of the Constituent Corporations, and all property, real, personal personal, and mixed, and all debts due to either of the Constituent Corporations on whatever account, as well as for stock and other securities including subscriptions to shares and all other things choses in action action, and all and every other interest of or belonging to or due to each of the Constituent Corporations, shall be taken and deemed to be transferred to and vested in the Surviving Corporation, and all property, rights, privileges, powers powers, and franchises, and all and every other interest shall be thereafter as effectively effectually the property of the Surviving Corporation as they were of the Constituent Corporations, and the title to any real estate vested by deed or otherwise, otherwise in either of the Constituent Corporations, Corporations shall not revert or be in any way impaired; but all rights of creditors and all liens upon any property of either of the Constituent Corporations shall be preserved unimpaired, and all debts, liabilities Liabilities, and duties of the Constituent Corporations shall thenceforth attach to to, and be assumed by, the Surviving Corporation, and may be enforced against it to the same extent as if said such debts and liabilities Liabilities had been incurred by it.

Effects of the Merger. (a) At the Effective Time of the Merger: (ia) the separate existence certificate of the Company shall cease and Company shall be merged with and into Sub (Sub and the Company are sometimes referred to herein as the "Constituent Corporations" and Sub is sometimes referred to herein as the "Surviving Corporation"), (ii) the Certificate incorporation of Incorporation of Sub as in effect immediately prior to the Effective Time, with such amendments thereto as are effected by this Agreement, shall be the Certificate of Incorporation of the Surviving Corporation, and (iii) the By-laws of Merger Sub as in effect immediately prior to the Effective Time shall be the By-laws certificate of incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Law; provided, however, that such certificate of incorporation shall be amended such that the name of the Surviving Corporation shall be “Black Diamond Equipment, Ltd.”; (b) the bylaws of Merger Sub as in effect immediately prior to the Effective Time will be the bylaws of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Law; (c) the directors of Merger Sub shall be the initial directors of the Surviving Corporation and such directors will hold office until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be; (d) the officers of Merger Sub immediately prior to the Effective Time shall be the officers of the Surviving Corporation., each to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation, in each case until their respective successors are duly elected and qualified; (be) At and after the Effective Timeexcept as specifically set forth in this Agreement, the Surviving Corporation shall possess all the rights, privileges, powers and franchises and be subject to all the restrictionsof a public, disabilities and duties as well as of each of the Constituent Corporations; and all and singular rightsa private nature, privileges, powers and franchises of each of the Constituent Corporations, and all property, real, personal and mixed, including contract rights, and all debts due to either of the Constituent Corporations on whatever account, as well as for stock and other securities subscriptions and all other things choses in action or belonging to each of the Constituent Corporations, shall be vested in the Surviving Corporation, and all property, rights, privileges, powers and franchisesaction, and all and every other interest of or belonging to or due to each of the Constituent Corporations shall be thereafter as effectively the property of taken and deemed to be transferred to and vested in the Surviving Corporation as they were without further act or deed, all in accordance with the applicable provisions of the DGCL; and (f) the Surviving Corporation shall thenceforth be subject to all restrictions, disabilities and duties of and be responsible and liable for all liabilities and obligations of each of the Constituent Corporations, and the title to any real estate vested action or proceeding pending by deed or otherwise, in against either of the Constituent Corporations, shall Corporations may be prosecuted as if such Merger had not revert taken place or the Surviving Corporation may be substituted in any way impairedits place; but all and neither the rights of creditors and all liens nor Liens upon any the property of either of the Constituent Corporations shall be preserved unimpairedimpaired by the Merger, and all debts, liabilities and duties in accordance with the applicable provisions of the Constituent Corporations shall thenceforth attach to the Surviving Corporation, and may be enforced against it to the same extent as if said debts and liabilities had been incurred by itDGCL.

Effects of the Merger. At and upon the Effective Time: (a) At the Effective Time (i) the separate existence of the Company shall Sub will cease and Company shall Sub will be merged with and into Sub Company, and Company will be the surviving corporation of the Merger (Sub and the Company are sometimes referred to herein as the "Constituent Corporations" and Sub is sometimes referred to herein as the "“Surviving Corporation")”) pursuant to the terms of this Agreement, the Articles of Merger and Colorado Law. (iib) the Certificate Articles of Incorporation of the Surviving Corporation will be amended in their entirety to read as set forth in the Articles of Merger filed with the Colorado Secretary of State; (c) the Bylaws of Sub will continue unchanged and be the Bylaws of the Surviving Corporation immediately after the Effective Time; (d) each share of Company Stock that is outstanding immediately prior to the Effective Time and will be converted into the right to receive cash as provided in effect this Article 2; (e) subject to obtaining any required consents, and in accordance with Colorado Law, each Company Option shall be assumed or replaced by Parent and converted into a Parent Option as provided in Section 2.2.2; (f) each share of Sub common stock that is outstanding immediately prior to the Effective Time will be converted into one validly issued, fully paid and nonassessable share of common stock, no par value per share, of the Surviving Corporation as provided in Section 2.1.1; (g) the officers of the Surviving Corporation immediately after the Effective Time will be those individuals who were the officers of Sub immediately prior to the Effective Time, with and each such amendments thereto as are effected by this Agreementindividual shall, shall be immediately after the Certificate of Incorporation Effective Time, hold the same office or offices of the Surviving Corporation, and (iii) Corporation as the By-laws of office or offices that such individual held with Sub as in effect immediately prior to the Effective Time shall be Time; (h) the By-laws members of the Board of Directors of the Surviving Corporation.Corporation immediately after the Effective Time will be those individuals who were the members of the Board of Directors of Sub immediately prior to the Effective Time; and (bi) At the Merger will, from and after the Effective Time, the Surviving Corporation shall possess have all the rights, privileges, powers and franchises and be subject to all the restrictions, disabilities and duties of each of the Constituent Corporations; and all and singular rights, privileges, powers and franchises of each of the Constituent Corporations, and all property, real, personal and mixed, and all debts due to either of the Constituent Corporations on whatever account, as well as for stock and other securities subscriptions and all other things in action or belonging to each of the Constituent Corporations, shall be vested in the Surviving Corporation, and all property, rights, privileges, powers and franchises, and all and every other interest shall be thereafter as effectively the property of the Surviving Corporation as they were of the Constituent Corporations, and the title to any real estate vested effects provided by deed or otherwise, in either of the Constituent Corporations, shall not revert or be in any way impaired; but all rights of creditors and all liens upon any property of either of the Constituent Corporations shall be preserved unimpaired, and all debts, liabilities and duties of the Constituent Corporations shall thenceforth attach to the Surviving Corporation, and may be enforced against it to the same extent as if said debts and liabilities had been incurred by itapplicable law.

Effects of the Merger. (a) At the Effective Time Time, (i) the separate existence of the Company Fredonia shall cease and Company Fredonia shall be merged with and into Sub (Sub FTI ( FTI and the Company Fredonia are sometimes referred to herein as the "Constituent Corporations" and Sub FTI is sometimes referred to herein as the "Surviving Corporation"), (ii) the Certificate Articles of Incorporation of Sub as FTI in effect immediately prior to as of the Effective Time, with such amendments thereto as are effected by this Agreement, Time (the "Articles") shall be the Certificate Articles of Incorporation of the Surviving Corporation, and (iii) the By-laws Bylaws of Sub as FTI in effect immediately prior to as of the Effective Time (the "Bylaws") shall be the By-laws Bylaws of the Surviving Corporation. (b) At and after the Effective Time, the Surviving Corporation shall possess all the rights, privileges, powers and franchises of a public as well as of a private nature, and be subject to all the restrictions, disabilities and duties of each of the Constituent Corporations; and all and singular rights, privileges, powers and franchises of each of the Constituent Corporations, and all property, real, personal and mixed, mixed and all debts due to either of the Constituent Corporations on whatever account, as well as for stock and other securities subscriptions and all other things in action or belonging to each of the Constituent Corporations, shall be vested in the Surviving Corporation, ; and all property, rights, privileges, powers and franchises, and all and every other interest shall be thereafter as effectively effectually the property of the Surviving Corporation as they were of the Constituent Corporations, and the title to any real estate vested by deed or otherwise, in either of the Constituent Corporations, shall not revert or be in any way impaired; but all rights of creditors and all liens upon any property of either of the Constituent Corporations shall be preserved unimpaired, and all debts, liabilities and duties of the Constituent Corporations shall thenceforth attach to the Surviving Corporation, and may be enforced against it to the same extent as if said debts and liabilities had been incurred by it. Any action or proceeding, whether civil, criminal or administrative, pending by or against either Constituent Corporation shall be prosecuted as if the Merger had not taken place, and the Surviving Corporation may be substituted as a party in such action or proceeding in place of any Constituent Corporation.

Effects of the Merger. (a) At the Effective Time Time: (i) the separate existence of the Company shall cease and the Company shall be merged with and into Sub THINK (Sub and the Company and THINK are sometimes referred to herein as the "Constituent Corporations" and Sub THINK is sometimes referred to herein as the "Surviving Corporation"), ; (ii) the Certificate of Incorporation of Sub as in effect immediately prior to the Effective Time, with such amendments thereto as are effected by this Agreement, shall be the Certificate of Incorporation of the Surviving Corporation, and (iii) the By-laws of Sub THINK as in effect immediately prior to the Effective Time shall continue to be the By-laws Certificate of Incorporation of the Surviving Corporation; and (iii) the Bylaws of THINK as in effect immediately prior to the Effective Time shall continue to be the Bylaws of the Surviving Corporation. (b) At and after the Effective Time, the Merger shall have the effects set forth in Section 14-2-1106 of the GBCC and in Section 259 of the DGCL. Without limiting the foregoing, at the Effective Time, THINK as the Surviving Corporation shall possess all the rights, privileges, powers and franchises of a public as well as a private nature, and be subject to all the restrictions, disabilities and duties of each of the Constituent Corporations; , and all and singular rights, privileges, powers and franchises of each of the Constituent Corporations, and all property, real, personal and mixed, and all debts due to either of the Constituent Corporations on whatever account, as well as for stock and other securities subscriptions and all other things in action or belonging to each of the Constituent Corporations, shall be vested in THINK as the Surviving Corporation, Corporation and all property, rights, privileges, powers and franchises, and all and every other interest shall be thereafter as effectively effectually the property of the Surviving Corporation as they were of the Constituent Corporations, and the title to any real estate vested by deed or otherwise, in either of the Constituent Corporations, shall not revert or be in any way impaired; but all rights of creditors and all liens upon any property of either of the Constituent Corporations shall be preserved unimpaired, and all debts, liabilities and duties of the Constituent Corporations shall thenceforth attach to THINK as the Surviving Corporation, and may be enforced against it to the same extent as if said debts and liabilities had been incurred by it.

Effects of the Merger. By virtue of the Merger and without the necessity of any action by or on behalf of the Constituent Corporations, or either of them: (aA) At at the Effective Time Time, (i) the separate existence of the Company shall Sub will cease and Company shall Sub will be merged with and into Sub (Sub and the Company are sometimes referred to herein as the "Constituent Corporations" and Sub is sometimes referred to herein as the "Surviving Corporation")Metermaster, (ii) the Certificate articles of Incorporation incorporation and bylaws of Sub as in effect immediately prior to the Effective Time, with such amendments thereto as are effected by this Agreement, shall be the Certificate of Incorporation of the Surviving Corporation, and (iii) the By-laws of Sub as Metermaster in effect immediately prior to the Effective Time shall will be the By-laws articles of incorporation and bylaws of the Surviving Corporation.Corporation until thereafter amended, and (iii) the directors and officers of Sub in office immediately prior to the Effective Time will be the directors and officers of the Surviving Corporation until their successors are duly elected or appointed; and (bB) At at and after the Effective Time, the Surviving Corporation shall will possess all the rights, privileges, powers and franchises of a public as well as of a private nature, and be subject to all the restrictions, disabilities and duties duties, of each of the Constituent Corporations; and all and singular rights, privileges, powers and franchises of each of the Constituent Corporations, and all property, real, personal and mixed, and all debts due to either of the Constituent Corporations on whatever account, as well as for stock and other securities subscriptions and as all other things in action or belonging to each of the Constituent Corporations, shall Corporations will be vested in the Surviving Corporation, ; and all property, rights, privileges, powers and franchises, and all and every other interest shall will be thereafter as effectively effectually be the property of the Surviving Corporation as they were of the respective Constituent Corporations, and the title to any real estate vested by deed or otherwise, in either of the Constituent Corporations, shall will not revert or be in any way impaired; but all rights of creditors and all liens Encumbrances upon any property of either of the Constituent Corporations shall will be preserved unimpaired, and all debts, liabilities and duties of the respective Constituent Corporations shall will thenceforth attach to the Surviving Corporation, and may be enforced against it to the same extent as if said such debts and liabilities had been incurred or contracted by it.