Common use of Effects on Capital Stock Clause in Contracts

Effects on Capital Stock. As of the Effective Time, by virtue of the Merger and without any action on the part of Merger Sub, Parent, the Company or the holders of any of the following securities, the following shall occur: (a) Each share of capital stock of the Company (the “Company Capital Stock”) that is owned by the Company, Parent, Merger Sub or any of their respective Subsidiaries shall automatically be canceled and shall cease to exist, and no consideration shall be delivered or deliverable in exchange therefore. (b) Each issued and outstanding share of Company Capital Stock (other than shares to be canceled in accordance with Section 1.4(a) and Dissenting Shares (as defined in Section 1.7(a)) shall be converted into the right to receive the consideration specified and allocated in this Section 1.4 (the “Merger Consideration”). As of the Effective Time, all such shares of Company Capital Stock shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and each holder of a certificate formerly representing any such shares of Company Capital Stock (the “Certificates”) shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration as allocated in this Section 1.4 upon surrender of such Certificate in accordance with Section 1.5. (i) Upon the Closing, Parent shall issue and/or deliver to the Exchange Agent (as defined in Section 1.5), in the aggregate, on account of all shares of Company Capital Stock outstanding immediately prior to the Closing (other than shares to be cancelled in accordance with Section 1.4(a) and Dissenting Shares) and all rights (including options (other than options assumed pursuant to Section 4.14) and warrants) to acquire shares of Company Capital Stock outstanding immediately prior to the Closing (A) $130,000,000 in cash, minus an amount equal to 40% of any Excess Transaction Expenses (as defined in Section 4.16) (the “Cash Consideration”); and (B) a number of shares of Class A common stock, par value $0.001 per share, of Parent (the “Parent Common Stock”) equal to (1) $195,000,000, minus an amount equal to 60% of Excess Transaction Expenses divided by (2) the Parent Common Stock Price, with cash in lieu of fractional interests in accordance with Section 1.6, as applicable (the “Stock Consideration”). The “Parent Common Stock Price” shall mean the Average Parent Trading Price; provided, however, that (1) if the Average Parent Trading Price is less than $31.312, then the Parent Common Stock Price shall be deemed to be $31.312, or (2) if the Average Parent Trading Price is greater than $34.608, then the Parent Common Stock Price shall be deemed to be $34.608. The “Average Parent Trading Price” shall be the average volume weighted average price of the Parent Common Stock (as reported, absent manifest error, on Xxxxxx.xxx) for the twenty consecutive trading days ending on and including the trading day that is immediately preceding the day on which the Closing occurs. A portion of the Cash Consideration and Stock Consideration otherwise payable to the Indemnifying Shareholders in the Merger equal to an aggregate of $48,750,000 (the “Aggregate Escrow Amount”) shall be deposited at the Closing with U.S. Bank National Association, as escrow agent (the “Escrow Agent”), in accordance with a Cash Escrow Agreement, dated as of the Closing Date, substantially in the form of Exhibit E-1 with such changes as reasonably required by the Escrow Agent (the “Cash Escrow Agreement”), by and among the Parent, the Escrow Agent and the Shareholders’ Representative, with respect to such portion of the Cash Consideration, and the Stock Escrow Agreement, dated as of the Closing Date, substantially in the form of Exhibit E-2 with such changes as reasonably required by the Escrow Agent (the “Stock Escrow Agreement,” and together with the Cash Escrow Agreement, the “Escrow Agreements”), by and among the Parent, the Escrow Agent and the Shareholders’ Representative with respect to such portion of the Stock Consideration. The Escrow Fund (as defined in Section 8.4) will be held and distributed in accordance with the terms of the Escrow Agreements and ARTICLE 7 of this Agreement. The percentage of the Aggregate Escrow Amount which must be contributed by each Indemnifying Shareholder shall be equal to the Indemnification Percentage (as defined in Section 7.1). No later than two business days prior to the Closing Date, the Indemnifying Shareholders shall deliver a notice signed by each Indemnifying Shareholder (the “Escrow Allocation Notice”) to Parent stating the amount (as a percentage of each Indemnifying Shareholder’s portion of the Aggregate Escrow Amount) of the Cash Consideration and Stock Consideration which should be deposited into the Cash Escrow Fund and the Stock Escrow Fund, respectively, at the Closing, to fund each Indemnifying Shareholder’s portion of the Aggregate Escrow Amount, and Parent shall deposit the amounts based on the Escrow Allocation Notice into the Cash Escrow Fund and the Stock Escrow Fund, as the case may be, provided that if Parent does not receive an Escrow Allocation Notice from the Indemnifying Shareholders two business days prior to the Closing Date, Parent shall fund each Indemnifying Shareholder’s portion of the Aggregate Escrow Amount such that 40% of such amount shall be funded with a portion of the Cash Consideration and the remainder with a portion of the Stock Consideration, in each case which would otherwise have been payable to each Indemnifying Shareholder. Notwithstanding the foregoing, at least 40% of the Aggregate Escrow Amount must consist of Cash Consideration. The final percentages of the Aggregate Escrow Amount consisting of Cash Consideration and Stock Consideration shall be referred to as the “Cash Escrow Percentage” and the “Stock Escrow Percentage,” respectively. For purposes of this Section 1.4(b), the Stock Consideration shall be valued in accordance with Section 7.2(e).

Effects on Capital Stock. As of the Effective Time, by virtue of the Merger and without any action on the part of Merger Sub, Parent, the Company APC or the holders of any of the following securitiesCompany, the following shall occur: (a) Each share of Company Common Stock or other capital stock of the Company Company, if any (the “Company Capital Stock”) that is owned by the Company, ParentAPC, Merger Sub or any of their respective Subsidiaries the Company, shall automatically be canceled and shall cease to exist, and no consideration shall be delivered or deliverable in exchange thereforetherefor. (b) Each share of common stock of Merger Sub (the “Merger Sub Common Stock”) issued and outstanding immediately prior to the Effective Time shall be converted into one validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation. Each certificate evidencing ownership of Merger Sub Common Stock shall evidence ownership of shares of common stock of the Surviving Corporation. (c) Each issued and outstanding share of Company Capital Stock (other than shares to be canceled in accordance with Section 1.4(a) and Dissenting Shares (as defined in Section 1.7(a)Shares) shall be converted into the right to receive a portion of the consideration Merger Consideration, as specified and allocated in this Section 1.4 (the “Merger Consideration”1.4(c). As of the Effective Time, all All such shares of Company Capital Stock shall no longer be outstanding and outstanding, shall automatically be canceled and shall cease to exist, and each holder of a certificate formerly representing any such shares share of Company Capital Stock (the “Certificates”) shall cease to have any rights with respect thereto, except the right to receive a portion of the Merger Consideration as allocated in this Section 1.4 1.4(c) upon surrender of a certificate formerly representing any such Certificate shares of Company Capital Stock (each, a “Certificate” and collectively, the “Certificates”) in accordance with Section 1.51.5 or, with respect to Dissenting Shares, the appraisal and/or dissenters’ rights in accordance with the ABCA. (i) Upon the Closing, Parent shall issue and/or deliver to the Exchange Agent (as defined in Section 1.5), in the aggregate, on account of all shares Each share of Company Capital Common Stock issued and outstanding immediately prior to the Closing (other than shares Effective Time shall be converted into and exchanged for the right to be cancelled receive, subject to and in accordance with Section 1.4(a1.5 (including the escrow obligations and holdback for Milestone Stockholders described therein) and Dissenting Shares) and all rights Section 1.10 (including options (other than options assumed pursuant to Section 4.14) and warrants) to acquire shares of Company Capital Stock outstanding immediately prior to the Closing (A) $130,000,000 in cashholdback for Milestone Stockholders described therein), minus an amount equal to 40% of any Excess Transaction Expenses (as defined in Section 4.16) (the “Cash Consideration”); and (B) a number of shares of Class A common stockAPC Common Stock equal to the Per Share Merger Consideration. (ii) No fraction of a share of APC Common Stock will be issued, par value $0.001 per sharebut in lieu thereof, each holder of Parent shares of Company Common Stock who would otherwise be entitled to a fraction of a share of APC Common Stock (after aggregating all fractional shares of APC Common Stock to be received by such holder) shall be entitled to receive from APC an amount of cash (rounded to the “Parent Common Stock”nearest whole cent) equal to the product of (1i) $195,000,000such fraction, minus an amount equal to 60% of Excess Transaction Expenses divided multiplied by (2ii) the Parent fair market value of the APC Common Stock Price, with cash in lieu of fractional interests in accordance with Section 1.6, as applicable (the “Stock Consideration”). The “Parent Common Stock Price” shall mean the Average Parent Trading Price; provided, however, that (1) if the Average Parent Trading Price is less than $31.312, then the Parent Common Stock Price shall be deemed to be $31.312, or (2) if the Average Parent Trading Price is greater than $34.608, then the Parent Common Stock Price shall be deemed to be $34.608. The “Average Parent Trading Price” shall be the average volume weighted average price of the Parent Common Stock (as reported, absent manifest error, on Xxxxxx.xxx) for the twenty consecutive trading days ending on and including the trading day that is immediately preceding the day on which the Closing Effective Time occurs. A . (d) APC shall cause a portion of the Cash Merger Consideration and Stock Consideration otherwise payable delivered to the Indemnifying Shareholders in the Merger Stockholders equal to an aggregate 300,000 shares of $48,750,000 APC Common Stock (the “Aggregate Withheld Shares” and together with the Milestone Shares, sometimes referred to collectively as the “Escrow AmountFund” or the “Escrow Shares”) shall (as may be deposited reduced by any shares of Merger Consideration that are withheld at the Closing with U.S. Bank National Associationin respect of Excess Specified Assets/Liabilities) to be delivered at the Closing to APC and/or the Corporate Secretary of APC, as escrow agent (the “Escrow Agent”), in accordance with a Cash Escrow the terms of this Agreement, dated as of the Closing Date, substantially in the form of Exhibit E-1 with such changes as reasonably required by the Escrow Agent (the “Cash Escrow Agreement”), by and among the Parent, the Escrow Agent and the Shareholders’ Representative, with respect to such portion of the Cash Consideration, and the Stock Escrow Agreement, dated as of the Closing Date, substantially in the form of Exhibit E-2 with such changes as reasonably required by the Escrow Agent (the “Stock Escrow Agreement,” and together with the Cash Escrow Agreement, the “Escrow Agreements”), by and among the Parent, the Escrow Agent and the Shareholders’ Representative with respect to such portion of the Stock Consideration. The Escrow Fund (as defined in Section 8.4) will Shares shall be held and distributed in accordance with the terms of this Agreement (and, in the Escrow Agreements and ARTICLE 7 of this Agreement. The percentage case of the Aggregate Escrow Amount which must be contributed by each Indemnifying Shareholder shall be equal Milestone Shares, the Individual Milestone Agreements), including, without limitation, Article 6. (e) In addition and separate to the Indemnification Percentage (as defined in withholding of the Withheld Shares pursuant to Section 7.11.4(d). No later than two business days prior , APC shall withhold 750,000 shares of APC Common Stock from the Merger Consideration that is allocable to the Closing Date, the Indemnifying Shareholders shall deliver a notice signed by each Indemnifying Shareholder Milestone Stockholders in accordance with this Section 1.4 (the “Escrow Allocation Notice”) to Parent stating the amount (as a percentage of each Indemnifying Shareholder’s portion of the Aggregate Escrow Stockholder Milestone Amount) of the Cash Consideration ” and Stock Consideration which should be deposited into the Cash Escrow Fund and the Stock Escrow Fund, respectively, at the Closing, to fund each Indemnifying Shareholder’s portion of the Aggregate Escrow Amount, and Parent shall deposit the amounts based on the Escrow Allocation Notice into the Cash Escrow Fund and the Stock Escrow Fund, as the case may be, provided that if Parent does not receive an Escrow Allocation Notice from the Indemnifying Shareholders two business days prior to the Closing Date, Parent shall fund each Indemnifying Shareholder’s portion of the Aggregate Escrow Amount such that 40% of such amount shall be funded with a portion of the Cash Consideration and the remainder with a portion of the Stock Consideration, in each case which would otherwise have been payable to each Indemnifying Shareholder. Notwithstanding the foregoing, at least 40% of the Aggregate Escrow Amount must consist of Cash Consideration. The final percentages of the Aggregate Escrow Amount consisting of Cash Consideration and Stock Consideration shall be shares sometimes referred to as the “Cash Escrow Percentage” and Milestone Shares”) from the “Stock Escrow Percentage,” respectively. For purposes of this Section 1.4(b), the Stock Consideration shall Milestone Stockholders to be valued delivered in accordance with Section 7.2(e1.10. (f) If there is a stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into capital stock), reorganization, reclassification, combination, recapitalization or other like change with respect to shares of Company Capital Stock or APC Common Stock occurring after the Agreement Date and before the Effective Time, all references in this Agreement to specified numbers of shares of any class or series of Company Capital Stock or APC Common Stock affected thereby, and all calculations provided for that are based upon numbers of shares of any such class or series (or trading prices therefor) affected thereby, shall be equitably adjusted to the extent necessary to provide the parties the same economic effect as contemplated by this Agreement prior to such stock split, reverse stock split, stock dividend, reorganization, reclassification, combination, recapitalization or other like change.

Effects on Capital Stock. (a) As of the Effective Time, by virtue of the Merger and without any action on the part of Merger Subthe Transitory Subsidiary, Parent, the Company or the holders of any of the following securities, the following shall occur: (a) Each share of capital stock of the Company (the “Company Capital Stock”) that is owned by the Company, Parent, Merger Sub or any of their respective Subsidiaries shall automatically be canceled and shall cease to exist, and no consideration shall be delivered or deliverable in exchange therefore. (b) Each issued and outstanding share of Company Capital Stock (other than shares to be canceled in accordance with Section 1.4(a) and Dissenting Shares (as defined in Section 1.7(a)) shall be converted into the right to receive the consideration specified and allocated in this Section 1.4 (the “Merger Consideration”). As of the Effective TimeStockholders, all such shares of Company Capital Stock shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and each holder of a certificate formerly representing any such shares of Company Capital Stock (the “Certificates”) shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration as allocated in this Section 1.4 1.6 upon surrender of such Certificate in accordance with Section 1.5.1.7 below: (i) Upon the Closing, Parent shall issue and/or deliver to the Exchange Agent (as defined in Section 1.5), in the aggregate, on account of all shares of Company Capital Stock each Common Share issued and outstanding immediately prior to the Closing Effective Time (other than shares any Common Shares to be canceled pursuant to Section 1.6(c) and any Dissenting Shares) will be cancelled and retired and cease to exist and no consideration shall be issued in exchange therefore as determined in accordance with Section 1.4(athe DGGL, the Company’s Certificate of Incorporation, and the designations of the Preferred Shares; (ii) each share of Series A Preferred Stock issued and Dissenting Shares) and all rights (including options (other than options assumed pursuant to Section 4.14) and warrants) to acquire shares of Company Capital Stock outstanding immediately prior to the Closing Effective Time (Aother than any shares of the Series A Preferred Stock to be canceled pursuant to Section 1.6(c) $130,000,000 in cash, minus an amount equal and any Dissenting Shares) will be converted automatically into the right to 40% receive the Series A Merger Consideration Per Share; (iii) each share of Series B-1 Preferred Stock issued and outstanding immediately prior to the Effective Time (other than any shares of the Series B-1 Preferred Stock to be canceled pursuant to Section 1.6(c) and any Dissenting Shares) will be converted automatically into the right to receive the Series B-1 Merger Consideration Per Share; (iv) each share of Series B-2 Preferred Stock issued and outstanding immediately prior to the Effective Time (other than any shares of the Series B-2 Preferred Stock to be canceled pursuant to Section 1.6(c) and any Dissenting Shares) will be converted automatically into the right to receive the Series B-2 Merger Consideration Per Share; (v) each share of Series C-1 Preferred Stock issued and outstanding immediately prior to the Effective Time (other than any shares of the Series C-1 Preferred Stock to be canceled pursuant to Section 1.6(c) and any Dissenting Shares) will be converted automatically into the right to receive the Series C-1 Merger Consideration Per Share; (vi) each share of Series C-2 Preferred Stock issued and outstanding immediately prior to the Effective Time (other than any shares of the Series C-2 Preferred Stock to be canceled pursuant to Section 1.6(c) and any Dissenting Shares) will be converted automatically into the right to receive the Series C-2 Merger Consideration Per Share; (vii) each share of Series D Preferred Stock issued and outstanding immediately prior to the Effective Time (other than any shares of the Series D Preferred Stock to be canceled pursuant to Section 1.6(c) and any Dissenting Shares) will be converted automatically into the right to receive the Series D Merger Consideration Per Share; (viii) each share of Series E Preferred Stock issued and outstanding immediately prior to the Effective Time (other than any shares of the Series E Preferred Stock to be canceled pursuant to Section 1.6(c) and any Dissenting Shares) will be converted automatically into the right to receive the Series E Merger Consideration Per Share; (ix) each share of Series F Preferred Stock issued and outstanding immediately prior to the Effective Time (other than any shares of the Series F Preferred Stock to be canceled pursuant to Section 1.6(c) and any Dissenting Shares) will be converted automatically into the right to receive the Series F Merger Consideration Per Share; and (x) each share of Series G Preferred Stock issued and outstanding immediately prior to the Effective Time (other than any shares of the Series G Preferred Stock to be canceled pursuant to Section 1.6(c) and any Dissenting Shares) will be converted automatically into the right to receive the Series G Merger Consideration Per Share; (b) By virtue of the Merger and without any action on the part of any Excess Transaction Expenses (as defined in Section 4.16) (Party or the “Cash Consideration”); and (B) a number holder of shares any of Class A the following securities, each share of common stock, no par value $0.001 per sharevalue, of Parent the Transitory Subsidiary issued and outstanding immediately prior to the Effective Time shall be converted into and thereafter evidence, one share of common stock, no par value, of the Surviving Corporation. (c) Each share of Company Stock, if any, that is owned by the “Company or held by the Company as treasury stock immediately prior to the Effective Time shall be canceled and extinguished without any exchange thereof, and no payment or distribution shall be made with respect thereto. (d) Notwithstanding anything in this Agreement to the contrary, no shares of Parent Common Stock”Stock will be issued by virtue of the Merger to a Company Stockholder that is not an Accredited Investor, and any Company Stockholder that is not an Accredited Investor and would, but for this Section 1.6(d), be converted into the right to receive shares of Parent Common Stock as Merger Consideration pursuant to Section 1.6(a) shall instead be converted into the right to receive a cash payment equal to (1) $195,000,000, minus an amount equal to 60% the number of Excess Transaction Expenses divided such shares multiplied by (2) the average of the market prices of the Parent Common Stock Price, with cash in lieu of fractional interests in accordance with Section 1.6, as applicable for the most recent ten (the “Stock Consideration”)10) consecutive trading days ending three (3) trading days prior to Closing. The “Parent Common Stock Price” shall mean the Average Parent Trading Price; provided, however, that (1) if the Average Parent Trading Price is less than $31.312, then the Parent Common Stock Price shall be deemed to be $31.312, or (2) if the Average Parent Trading Price is greater than $34.608, then the Parent Common Stock Price shall be deemed to be $34.608. The “Average Parent Trading Price” shall be the average volume weighted average market price of the Parent Common Stock (on a trading day shall be the last sales price on such day as reported, absent manifest error, reported on Xxxxxx.xxx) the consolidated transaction reporting system for the twenty American Stock Exchange. (e) Notwithstanding anything in this Agreement to the contrary, for all Participating Employees, Parent shall have the option, in its sole discretion to satisfy its obligation to deliver the Employee Participation Amount by delivery of a cash payment equal to the number of such shares multiplied by the average of the market prices of the Parent Common Stock for the most recent ten (10) consecutive trading days ending three (3) trading days prior to Closing. The market price of the Parent Common Stock on and including the a trading day that is immediately preceding shall be the last sales price on such day as reported on which the Closing occurs. A portion consolidated transaction reporting system for the American Stock Exchange. (f) No fractional shares of Parent Common Stock will be issued by virtue of the Cash Consideration Merger and any Company Stockholder entitled hereunder to receive a fractional share of Parent Common Stock Consideration (after aggregating all fractional shares of Parent Common Stock that would otherwise payable be received by such holder) but for this Section 1.6(f) will be entitled hereunder to the Indemnifying Shareholders receive no such fractional share but a cash payment in the Merger lieu thereof in an amount equal to an aggregate such fraction multiplied by $25.60. (g) If between the date of $48,750,000 (this Agreement and the “Aggregate Escrow Amount”) Effective Time, there shall be deposited at the Closing with U.S. Bank National Associationany stock dividend, as escrow agent (the “Escrow Agent”)subdivision, in accordance with a Cash Escrow Agreementreclassification, dated as recapitalization, split, combination or exchange of the Closing Date, substantially in the form of Exhibit E-1 with such changes as reasonably required by the Escrow Agent (the “Cash Escrow Agreement”), by and among the Parent, the Escrow Agent and the Shareholders’ Representative, shares or any similar event with respect to such portion of the Cash Consideration, and the Stock Escrow Agreement, dated as of the Closing Date, substantially in the form of Exhibit E-2 with such changes as reasonably required by the Escrow Agent (the “Stock Escrow Agreement,” and together with the Cash Escrow AgreementCommon Shares or Parent Common Stock, the “Escrow Agreements”), by Merger Consideration and among the Parent, the Escrow Agent and the Shareholders’ Representative with respect any other amounts payable pursuant to such portion of the Stock Consideration. The Escrow Fund (as defined in Section 8.4) will be held and distributed in accordance with the terms of the Escrow Agreements and ARTICLE 7 of this Agreement. The percentage of the Aggregate Escrow Amount which must be contributed by each Indemnifying Shareholder Agreement shall be equal correspondingly adjusted to the Indemnification Percentage (as defined in Section 7.1). No later than two business days prior extent appropriate to the Closing Datereflect such stock dividend, the Indemnifying Shareholders shall deliver a notice signed by each Indemnifying Shareholder (the “Escrow Allocation Notice”) to Parent stating the amount (as a percentage subdivision, reclassification, recapitalization, split, combination or exchange of each Indemnifying Shareholder’s portion of the Aggregate Escrow Amount) of the Cash Consideration and Stock Consideration which should be deposited into the Cash Escrow Fund and the Stock Escrow Fund, respectively, at the Closing, to fund each Indemnifying Shareholder’s portion of the Aggregate Escrow Amount, and Parent shall deposit the amounts based on the Escrow Allocation Notice into the Cash Escrow Fund and the Stock Escrow Fund, as the case may be, provided that if Parent does not receive an Escrow Allocation Notice from the Indemnifying Shareholders two business days prior to the Closing Date, Parent shall fund each Indemnifying Shareholder’s portion of the Aggregate Escrow Amount such that 40% of such amount shall be funded with a portion of the Cash Consideration and the remainder with a portion of the Stock Consideration, in each case which would otherwise have been payable to each Indemnifying Shareholder. Notwithstanding the foregoing, at least 40% of the Aggregate Escrow Amount must consist of Cash Consideration. The final percentages of the Aggregate Escrow Amount consisting of Cash Consideration and Stock Consideration shall be referred to as the “Cash Escrow Percentage” and the “Stock Escrow Percentage,” respectively. For purposes of this Section 1.4(b), the Stock Consideration shall be valued in accordance with Section 7.2(e)shares or similar event.

Effects on Capital Stock. As of the Effective Time, by virtue of the Merger and without any action on the part of Merger Sub, Parent, the Company Parent or the holders of any of the following securitiesCompany, the following shall occur: (a) Each share of Company Common Stock, Preferred Stock or other capital stock of the Company (the “Company Capital Stock”) that is owned by the Company, Parent, Merger Sub or any of their respective Subsidiaries the Company shall automatically be canceled and shall cease to exist, and no consideration shall be delivered or deliverable in exchange thereforetherefor. (b) Each share of common stock of Merger Sub (the “Merger Sub Common Stock”) issued and outstanding immediately prior to the Effective Time shall be converted into one validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation. Each certificate evidencing ownership of Merger Sub Common Stock shall evidence ownership of shares of common stock of the Surviving Corporation. (c) Each issued and outstanding share of Company Capital Stock (other than shares to be canceled in accordance with Section 1.4(a) and Dissenting Shares (as defined in Section 1.7(a)Shares) shall be converted into the right to receive a portion of the consideration Merger Consideration, as specified and allocated in this Section 1.4 (the “Merger Consideration”‎Section 1.4(c). As of the Effective Time, all All such shares of Company Capital Stock shall no longer be outstanding and outstanding, shall automatically be canceled and shall cease to exist, and each holder of a certificate formerly representing any such shares of Company Capital Stock (the “Certificates”) shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration as allocated in this Section 1.4 ‎Section 1.4(c) upon surrender of such Certificate in accordance with Section 1.5‎Section 1.5 or, with respect to Dissenting Shares, the right of appraisal in accordance with the DGCL or the right to dissent in accordance with the CGCL. (i) Upon the Closing, Parent shall issue and/or deliver Each share of Series A-1 Preferred Stock issued and outstanding immediately prior to the Exchange Agent Effective Time shall be converted into and exchanged for the right to receive, subject to and in accordance with ‎‎Section 1.5 and Section 1.9 (including the escrow, Representative Expense Fund and adjustment provisions described therein), the Per Share Series A-1 Preferred Liquidation Preference and the Per Share Common Consideration (as such terms are defined in Section 1.4(c)(vi)) below), without interest. (ii) Each share of Series A-2 Preferred Stock issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for the right to receive, subject to and in accordance with ‎‎Section 1.5‎ and Section 1.9 (including the escrow, Representative Expense Fund and adjustment provisions described therein), the Per Share Series A-2 Preferred Liquidation Preference and the Per Share Common Consideration (as such terms are defined in Section 1.4(c)(vi) below), without interest. (iii) Each share of Series B Preferred Stock issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for the right to receive, subject to and in accordance with ‎‎‎Section 1.5‎ and Section 1.9 (including the escrow, Representative Expense Fund and adjustment provisions described therein), the Per Share Series B Preferred Liquidation Preference and the Per Share Common Consideration (as such terms are defined in Section 1.4(c)(vi)) below), without interest. (iv) Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for the right to receive, subject to and in accordance with ‎‎‎Section 1.5‎ and Section 1.9 (including the escrow, Representative Expense Fund and adjustment provisions described therein), the Per Share Common Consideration (as defined in Section 1.51.4(c)(vi) below), in without interest and less applicable deductions and withholding at the aggregatetime of payment. (v) Notwithstanding anything to the contrary contained herein, on account the amount of all cash each holder of Company Capital Stock is entitled to receive for shares of Company Capital Stock outstanding immediately prior held by such holder shall be rounded to the Closing nearest cent. (other than shares to be cancelled vi) As used in accordance with Section 1.4(a) this ‎Section 1.4 and Dissenting Shares) and all rights (including options (other than options assumed pursuant to Section 4.14) and warrants) to acquire shares of Company Capital Stock outstanding immediately prior to the Closing (A) $130,000,000 elsewhere in cash, minus an amount equal to 40% of any Excess Transaction Expenses (as defined in Section 4.16) (the “Cash Consideration”); and (B) a number of shares of Class A common stock, par value $0.001 per share, of Parent (the “Parent Common Stock”) equal to (1) $195,000,000, minus an amount equal to 60% of Excess Transaction Expenses divided by (2) the Parent Common Stock Price, with cash in lieu of fractional interests in accordance with Section 1.6, as applicable (the “Stock Consideration”). The “Parent Common Stock Price” shall mean the Average Parent Trading Price; provided, however, that (1) if the Average Parent Trading Price is less than $31.312, then the Parent Common Stock Price shall be deemed to be $31.312, or (2) if the Average Parent Trading Price is greater than $34.608, then the Parent Common Stock Price shall be deemed to be $34.608. The “Average Parent Trading Price” shall be the average volume weighted average price of the Parent Common Stock (as reported, absent manifest error, on Xxxxxx.xxx) for the twenty consecutive trading days ending on and including the trading day that is immediately preceding the day on which the Closing occurs. A portion of the Cash Consideration and Stock Consideration otherwise payable to the Indemnifying Shareholders in the Merger equal to an aggregate of $48,750,000 (the “Aggregate Escrow Amount”) shall be deposited at the Closing with U.S. Bank National Association, as escrow agent (the “Escrow Agent”), in accordance with a Cash Escrow Agreement, dated as of the Closing Date, substantially in the form of Exhibit E-1 with such changes as reasonably required by the Escrow Agent (the “Cash Escrow Agreement”), by and among the Parent, the Escrow Agent and the Shareholders’ Representative, with respect to such portion of the Cash Consideration, and the Stock Escrow Agreement, dated as of the Closing Date, substantially in the form of Exhibit E-2 with such changes as reasonably required by the Escrow Agent (the “Stock Escrow Agreement,” and together with the Cash Escrow this Agreement, the “Escrow Agreements”), by and among following terms have the Parent, the Escrow Agent and the Shareholders’ Representative with respect to such portion of the Stock Consideration. The Escrow Fund (as defined in Section 8.4) will be held and distributed in accordance with the terms of the Escrow Agreements and ARTICLE 7 of this Agreement. The percentage of the Aggregate Escrow Amount which must be contributed by each Indemnifying Shareholder shall be equal to the Indemnification Percentage (as defined in Section 7.1). No later than two business days prior to the Closing Date, the Indemnifying Shareholders shall deliver a notice signed by each Indemnifying Shareholder (the “Escrow Allocation Notice”) to Parent stating the amount (as a percentage of each Indemnifying Shareholder’s portion of the Aggregate Escrow Amount) of the Cash Consideration and Stock Consideration which should be deposited into the Cash Escrow Fund and the Stock Escrow Fund, respectively, at the Closing, to fund each Indemnifying Shareholder’s portion of the Aggregate Escrow Amount, and Parent shall deposit the amounts based on the Escrow Allocation Notice into the Cash Escrow Fund and the Stock Escrow Fund, as the case may be, provided that if Parent does not receive an Escrow Allocation Notice from the Indemnifying Shareholders two business days prior to the Closing Date, Parent shall fund each Indemnifying Shareholder’s portion of the Aggregate Escrow Amount such that 40% of such amount shall be funded with a portion of the Cash Consideration and the remainder with a portion of the Stock Consideration, in each case which would otherwise have been payable to each Indemnifying Shareholder. Notwithstanding the foregoing, at least 40% of the Aggregate Escrow Amount must consist of Cash Consideration. The final percentages of the Aggregate Escrow Amount consisting of Cash Consideration and Stock Consideration shall be referred to as the “Cash Escrow Percentage” and the “Stock Escrow Percentage,” respectively. For purposes of this Section 1.4(b), the Stock Consideration shall be valued in accordance with Section 7.2(e).following meanings:

Effects on Capital Stock. As of the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, Parent, the Company Target or the holders of any of the following securitiesStockholders, the following shall occur: (a) Each share of the capital stock of the Company Target (the “Company Capital Stock”"TARGET CAPITAL STOCK") that is owned by the Company, Parent, Merger Sub or Target or any of their respective Subsidiaries (as defined in Section 8.3(g)) shall automatically be canceled and shall cease to exist, and no consideration shall be delivered or deliverable in exchange thereforetherefor. (b) Each share of the common stock of Merger Sub (the "MERGER SUB COMMON STOCK") issued and outstanding immediately prior to the Effective Time shall remain issued and outstanding and shall represent one validly issued, fully paid and nonassessable share of the common stock of the Surviving Company. (c) Each issued and outstanding share of Company Target Capital Stock (other than shares to be canceled in accordance with Section 1.4(a) and Dissenting Shares (as defined in Section 1.7(a)) shall be converted into the right to receive the consideration specified and allocated in this Section 1.4 (the “Merger Consideration”"MERGER CONSIDERATION"). As of the Effective Time, all such shares of Company Target Capital Stock shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and each holder of a certificate formerly representing any such shares of Company Target Capital Stock (the “Certificates”"CERTIFICATES") shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration as allocated in this Section 1.4 upon surrender of such Certificate in accordance with Section 1.5. (i) . Upon the Closingsurrender of each such Certificate in accordance with Section 1.5, each holder of Target Capital Stock shall be entitled to receive, and Parent shall issue and/or deliver to the Exchange Agent (as defined in Section 1.5)or deliver, in the aggregate, on account of all shares each share of Company Target Capital Stock outstanding immediately prior to the Closing Effective Time (other than shares to be cancelled in accordance with Section 1.4(ai) and Dissenting Shares) and all rights (including options (other than options assumed pursuant to Section 4.14) and warrants) to acquire that number of shares of Company Capital Stock outstanding immediately prior the common stock of Parent, $0.001 par value per share (the "PARENT COMMON STOCK"), equal to the Closing Exchange Ratio, and (ii) an amount of cash equal to the Per Share Cash Amount. For the avoidance of doubt, the aggregate Merger Consideration shall consist of (A) Sixteen Million Dollars ($130,000,000 in cash, minus an amount equal to 40% of any Excess Transaction Expenses (as defined in Section 4.1616,000,000) (less any adjustment required by the “Cash Consideration”provisions of Section 1.4(h); ), and (B) a number of shares of Class A common stock, par value $0.001 per share, of Parent (the “Parent Common Stock”Stock having a value (as determined herein) equal to $16,000,000, and shall be payable to each Stockholder as set forth on Schedule 1.4(c). (1d) $195,000,000For purposes of this Agreement, minus an amount equal to 60% (i) the "EXCHANGE RATIO" means the quotient of Excess Transaction Expenses (A) the Share Consideration, divided by (2B) 3,000; (ii) the Parent Common Stock Price, with cash in lieu "SHARE CONSIDERATION" means the number of fractional interests in accordance with Section 1.6, as applicable (the “Stock Consideration”). The “Parent Common Stock Price” shall mean the Average Parent Trading Price; provided, however, that (1) if the Average Parent Trading Price is less than shares obtained by dividing $31.312, then the Parent Common Stock Price shall be deemed to be $31.312, or (2) if the Average Parent Trading Price is greater than $34.608, then the Parent Common Stock Price shall be deemed to be $34.608. The “Average Parent Trading Price” shall be 16,000,000 by the average volume weighted average closing price of a share of the Parent Common Stock Stock, as quoted on the NASDAQ Capital Market (as reportedor such other market, absent manifest errorexchange or quotation system in which such security is then quoted), on Xxxxxx.xxxover the ten (10) for the twenty consecutive trading days ending on and including the trading day that is immediately preceding the day on which the Closing occurs. A portion of the Cash Consideration and Stock Consideration otherwise payable to the Indemnifying Shareholders in the Merger equal to an aggregate of $48,750,000 Effective Time (the “Aggregate Escrow Amount”"PARENT CLOSING PRICE"); and (iii) shall be deposited at the Closing with U.S. Bank National Association, as escrow agent "PER SHARE CASH AMOUNT" means the quotient of (the “Escrow Agent”), in accordance with a Cash Escrow Agreement, dated as of the Closing Date, substantially in the form of Exhibit E-1 with such changes as reasonably A) $16,000,000 (less any adjustment required by the Escrow Agent (provisions of Section 1.4(h)) minus the “Cash Escrow Agreement”), by and among the Parent, the Escrow Agent and the Shareholders’ Representative, with respect to such portion of the Cash Consideration, and the Stock Escrow Agreement, dated as of the Closing Date, substantially in the form of Exhibit E-2 with such changes as reasonably required by the Escrow Agent (the “Stock Escrow Agreement,” and together with the Cash Escrow Agreement, the “Escrow Agreements”), by and among the Parent, the Escrow Agent and the Shareholders’ Representative with respect to such portion of the Stock Consideration. The Escrow Fund Target Expenses (as defined in Section 8.4) will be held and distributed in accordance with the terms of the Escrow Agreements and ARTICLE 7 of this Agreement. The percentage of the Aggregate Escrow Amount which must be contributed by each Indemnifying Shareholder shall be equal to the Indemnification Percentage (as defined in Section 7.1). No later than two business days prior to the Closing Date, the Indemnifying Shareholders shall deliver a notice signed by each Indemnifying Shareholder (the “Escrow Allocation Notice”) to Parent stating the amount (as a percentage of each Indemnifying Shareholder’s portion of the Aggregate Escrow Amount) of the Cash Consideration and Stock Consideration which should be deposited into the Cash Escrow Fund and the Stock Escrow Fund, respectively, at the Closing, to fund each Indemnifying Shareholder’s portion of the Aggregate Escrow Amount, and Parent shall deposit the amounts based on the Escrow Allocation Notice into the Cash Escrow Fund and the Stock Escrow Fund, as the case may be, provided that if Parent does not receive an Escrow Allocation Notice from the Indemnifying Shareholders two business days prior to the Closing Date, Parent shall fund each Indemnifying Shareholder’s portion of the Aggregate Escrow Amount such that 40% of such amount shall be funded with a portion of the Cash Consideration and the remainder with a portion of the Stock Consideration, in each case which would otherwise have been payable to each Indemnifying Shareholder. Notwithstanding the foregoing, at least 40% of the Aggregate Escrow Amount must consist of Cash Consideration. The final percentages of the Aggregate Escrow Amount consisting of Cash Consideration and Stock Consideration shall be referred to as the “Cash Escrow Percentage” and the “Stock Escrow Percentage,” respectively. For purposes of this Section 1.4(b4.13), the Stock Consideration shall be valued in accordance with Section 7.2(e)divided by (B) 3,000.

Effects on Capital Stock. As of the Effective Time, by virtue of the Merger and without any action on the part of Merger Sub, Parent, the Company Sub or the holders of any of the following securitiesCompany, the following shall occur: (a) Each share of capital stock preferred stock, par value $50.00 per share, of the Company (the “"Company Capital Preferred Stock”") that is owned by the Company, Parent, Merger Sub or any of their respective Subsidiaries shall automatically be canceled and shall cease to exist, and no consideration shall be delivered or deliverable in exchange therefore. (b) Each issued and outstanding share of Company Capital Stock immediately prior to the Effective Time (other than shares to be canceled in accordance with Section 1.4(athe "Preferred Shares") and Dissenting Shares (as defined in Section 1.7(a)excluding Dissenter Shares) shall be converted deemed to be automatically converted, along with the aggregate accrued or accumulated and unpaid dividends thereon, into the right to receive the consideration specified and allocated in this Section 1.4 (the “Merger Consideration”). As 100 shares of the Effective Timecommon stock, all par value $0.50 per share of the Company ("Company Common Stock") without any further action by the relevant holder of such shares of Company Capital Stock Preferred Shares or the Company. All Preferred Shares, when so deemed converted, shall no longer be outstanding and shall automatically be canceled retired and shall cease to exist, and each holder of a certificate formerly Certificate representing any such shares of Company Capital Stock Preferred Shares (the “Certificates”each, a "Preferred Certificate") or Book-Entry Shares shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration payable with respect to the Company Common Stock into which such Preferred Shares have been deemed converted (the "Converted Shares"), as allocated provided in this Section 1.4 upon surrender 4(b) hereof. From and after the Effective Time, (i) each Preferred Certificate (excluding a Preferred Certificate representing Dissenter Shares) shall be deemed to represent the number of Converted Shares into which the Preferred Shares represented by such Preferred Certificate in accordance with Section 1.5have been deemed converted and (ii) all references to "Certificate" herein shall include any Preferred Certificate. (ib) Upon the Closing, Parent shall issue and/or deliver to the Exchange Agent (Except as defined provided in Section 1.54(c), in the aggregate, on account of all shares each share of Company Capital Common Stock issued and outstanding immediately prior to the Closing Effective Time (other than shares to be cancelled in accordance with Section 1.4(a) and Dissenting including any Converted Shares, but excluding Dissenters Shares) (the "Shares") shall be canceled and all rights shall be converted automatically into the right to receive, in cash without interest, $25.00 (the "Merger Consideration"), upon surrender of the Certificate and/or Letter of Transmittal representing such Shares as provided in Article II of the Agreement. All Shares, when so converted, shall no longer be outstanding and shall automatically be retired and shall cease to exist, and each holder of a Certificate representing Shares (including options a Preferred Certificate representing Converted Shares) or Book-Entry Shares shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration into which such Shares have been converted, as provided herein. (c) Each Share that is owned by the Company as treasury stock and each Share owned by Parent, Merger Sub or any other than options assumed pursuant to Section 4.14) and warrants) to acquire shares Subsidiary of Company Capital Stock outstanding Parent immediately prior to the Closing (A) $130,000,000 in cash, minus an amount equal to 40% of any Excess Transaction Expenses (as defined in Section 4.16) (the “Cash Consideration”); and (B) a number of shares of Class A common stock, par value $0.001 per share, of Parent (the “Parent Common Stock”) equal to (1) $195,000,000, minus an amount equal to 60% of Excess Transaction Expenses divided by (2) the Parent Common Stock Price, with cash in lieu of fractional interests in accordance with Section 1.6, as applicable (the “Stock Consideration”). The “Parent Common Stock Price” shall mean the Average Parent Trading Price; provided, however, that (1) if the Average Parent Trading Price is less than $31.312, then the Parent Common Stock Price Effective Time shall be deemed canceled and retired and cease to be $31.312, exist and no payment or (2) if the Average Parent Trading Price is greater than $34.608, then the Parent Common Stock Price distribution shall be deemed to be $34.608made with respect thereto. The “Average Parent Trading Price” shall be the average volume weighted average price Each Share owned by any wholly owned Subsidiary of the Parent Common Stock (as reported, absent manifest error, on Xxxxxx.xxx) for the twenty consecutive trading days ending on and including the trading day that is Company immediately preceding the day on which the Closing occurs. A portion of the Cash Consideration and Stock Consideration otherwise payable to the Indemnifying Shareholders in the Merger equal to an aggregate of $48,750,000 (the “Aggregate Escrow Amount”) shall be deposited at the Closing with U.S. Bank National Association, as escrow agent (the “Escrow Agent”), in accordance with a Cash Escrow Agreement, dated as of the Closing Date, substantially in the form of Exhibit E-1 with such changes as reasonably required by the Escrow Agent (the “Cash Escrow Agreement”), by and among the Parent, the Escrow Agent and the Shareholders’ Representative, with respect to such portion of the Cash Consideration, and the Stock Escrow Agreement, dated as of the Closing Date, substantially in the form of Exhibit E-2 with such changes as reasonably required by the Escrow Agent (the “Stock Escrow Agreement,” and together with the Cash Escrow Agreement, the “Escrow Agreements”), by and among the Parent, the Escrow Agent and the Shareholders’ Representative with respect to such portion of the Stock Consideration. The Escrow Fund (as defined in Section 8.4) will be held and distributed in accordance with the terms of the Escrow Agreements and ARTICLE 7 of this Agreement. The percentage of the Aggregate Escrow Amount which must be contributed by each Indemnifying Shareholder shall be equal to the Indemnification Percentage (as defined in Section 7.1). No later than two business days prior to the Closing Date, Effective Time shall remain outstanding following the Indemnifying Shareholders shall deliver a notice signed by each Indemnifying Shareholder (the “Escrow Allocation Notice”) to Parent stating the amount (as a percentage of each Indemnifying Shareholder’s portion of the Aggregate Escrow Amount) of the Cash Consideration Effective Time and Stock Consideration which should be deposited into the Cash Escrow Fund and the Stock Escrow Fund, respectively, at the Closing, to fund each Indemnifying Shareholder’s portion of the Aggregate Escrow Amount, and Parent shall deposit the amounts based on the Escrow Allocation Notice into the Cash Escrow Fund and the Stock Escrow Fund, as the case may be, provided that if Parent does not receive an Escrow Allocation Notice from the Indemnifying Shareholders two business days prior to the Closing Date, Parent shall fund each Indemnifying Shareholder’s portion of the Aggregate Escrow Amount such that 40% of such amount shall be funded with a portion of the Cash Consideration and the remainder with a portion of the Stock Consideration, in each case which would otherwise have been payable to each Indemnifying Shareholder. Notwithstanding the foregoing, at least 40% of the Aggregate Escrow Amount must consist of Cash Consideration. The final percentages of the Aggregate Escrow Amount consisting of Cash Consideration and Stock no Merger Consideration shall be referred to as the “Cash Escrow Percentage” and the “Stock Escrow Percentage,” respectively. For purposes of this Section 1.4(b), the Stock Consideration shall be valued in accordance payable with Section 7.2(e)respect thereto.

Effects on Capital Stock. As of the Effective Time, by By virtue of the Merger and without any action on the part of Merger Sub, Parent, the Company or the holders of any of the following securities, the following shall occur: (a) Each share shares of capital stock of the Company (the “Company Capital Stock”), the following shall occur: (a) As of the Effective Time, each share of Company Capital Stock that is issued and outstanding immediately prior to the Effective Time and is owned by the Company, Parent, Merger Sub or any of their respective Subsidiaries shall automatically be canceled and shall cease to exist, and no consideration shall be delivered or deliverable in exchange thereforetherefor. (b) Each As of the Effective Time, each share of common stock of Merger Sub (the “Merger Sub Common Stock”) issued and outstanding immediately prior to the Effective Time shall be converted into one validly issued, fully paid and nonassessable share of common stock of the Surviving Company. Each certificate formerly representing any such shares of Merger Sub Common Stock shall represent ownership of shares of common stock of the Surviving Company. (c) All shares of Company Capital Stock issued and outstanding immediately prior to the Effective Time (other than shares to be canceled in accordance with Section 1.4(a) and Dissenting Shares (as defined in Section 1.7(a)) shall be converted into the right to receive receive, at the consideration specified Effective Time, the Closing Shares as and allocated in this to the extent contemplated by Section 1.4 (the “Merger Consideration”)1.4(c)(ii) hereof. As of the Effective Time, all such shares of Company Capital Stock shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and each holder of a certificate formerly representing any such shares of Company Capital Stock (the “CertificatesCertificate”) shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration in respect of such shares as allocated in this Section 1.4 upon surrender of such Certificate in accordance with Section 1.5. (i) Upon the Closing, Parent shall issue and/or deliver to the Exchange Agent (as defined in Section 1.5), in the aggregate, on account of all shares of Company Capital Stock outstanding immediately prior to 1.8. “Merger Consideration” means the Closing (other than shares to be cancelled in accordance with Section 1.4(a) and Dissenting Shares) and all rights (including options (other than options assumed pursuant to Section 4.14) and warrants) to acquire shares of Company Capital Stock outstanding immediately prior to the Closing (A) $130,000,000 in cash, minus an amount equal to 40% of any Excess Transaction Expenses (as defined in Section 4.16) (the “Cash Consideration”); and (B) a number of shares of Class A common stock, par value $0.001 per share, of Parent (the “Parent Common Stock”) equal to (1) $195,000,000, minus an amount equal to 60% of Excess Transaction Expenses divided by (2) the Parent Common Stock Price, with cash in lieu of fractional interests in accordance with Section 1.6, as applicable (the “Stock Consideration”). The “Parent Common Stock Price” shall mean the Average Parent Trading Price; provided, however, that (1) if the Average Parent Trading Price is less than $31.312, then the Parent Common Stock Price shall be deemed to be $31.312, or (2) if the Average Parent Trading Price is greater than $34.608, then the Parent Common Stock Price shall be deemed to be $34.608. The “Average Parent Trading Price” shall be the average volume weighted average price of the Parent Common Stock (as reported, absent manifest error, on Xxxxxx.xxx) for the twenty consecutive trading days ending on and including the trading day that is immediately preceding the day on which the Closing occurs. A portion of the Cash Consideration and Stock Consideration otherwise payable to the Indemnifying Shareholders in the Merger equal to an aggregate of $48,750,000 (the “Aggregate Escrow Amount”) shall be deposited at the Closing with U.S. Bank National Association, as escrow agent (the “Escrow Agent”), in accordance with a Cash Escrow Agreement, dated as of the Closing Date, substantially in the form of Exhibit E-1 with such changes as reasonably required by the Escrow Agent (the “Cash Escrow Agreement”), by and among the Parent, the Escrow Agent and the Shareholders’ Representative, with respect to such portion of the Cash Consideration, and the Stock Escrow Agreement, dated as of the Closing Date, substantially in the form of Exhibit E-2 with such changes as reasonably required by the Escrow Agent (the “Stock Escrow Agreement,” and together with the Cash Escrow Agreement, the “Escrow Agreements”), by and among the Parent, the Escrow Agent and the Shareholders’ Representative with respect to such portion of the Stock Consideration. The Escrow Fund (as defined in Section 8.4) will be held and distributed in accordance with the terms of the Escrow Agreements and ARTICLE 7 of this Agreement. The percentage of the Aggregate Escrow Amount which must be contributed by each Indemnifying Shareholder shall be equal to the Indemnification Percentage (as defined in Section 7.1). No later than two business days prior to the Closing Date, the Indemnifying Shareholders shall deliver a notice signed by each Indemnifying Shareholder (the “Escrow Allocation Notice”) to Parent stating the amount (as a percentage of each Indemnifying Shareholder’s portion of the Aggregate Escrow Amount) of the Cash Consideration and Stock Consideration which should be deposited into the Cash Escrow Fund and the Stock Escrow Fund, respectively, at the Closing, to fund each Indemnifying Shareholder’s portion of the Aggregate Escrow Amount, and Parent shall deposit the amounts based on the Escrow Allocation Notice into the Cash Escrow Fund and the Stock Escrow Fund, as the case may be, provided that if Parent does not receive an Escrow Allocation Notice from the Indemnifying Shareholders two business days prior to the Closing Date, Parent shall fund each Indemnifying Shareholder’s portion of the Aggregate Escrow Amount such that 40% of such amount shall be funded with a portion of the Cash Consideration and the remainder with a portion of the Stock Consideration, in each case which would otherwise have been payable to each Indemnifying Shareholder. Notwithstanding the foregoing, at least 40% of the Aggregate Escrow Amount must consist of Cash Consideration. The final percentages of the Aggregate Escrow Amount consisting of Cash Consideration and Stock Consideration shall be referred to as the “Cash Escrow Percentage” and the “Stock Escrow Percentage,” respectively. For purposes of this Section 1.4(b), the Stock Consideration shall be valued in accordance with Section 7.2(e).

Effects on Capital Stock. As of the Effective Time, by virtue of the Reverse Merger and without any action on the part of Merger SubCo., Parent, the Company Parent or the holders of any of the following securitiesCompany, the following shall occur: (a) Each share of capital stock of the Company (the “Company Capital Stock”) Common Stock that is owned by the Company, Parent, Merger Sub Co. or any of their respective Subsidiaries the Company shall automatically be canceled and shall cease to exist, and no consideration shall be delivered or deliverable in exchange thereforetherefor. ***CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THIS OMITTED INFORMATION.*** (b) Each issued and outstanding share of Company Capital Common Stock (other than shares to be canceled in accordance with Section 1.4(a) and Dissenting Shares (as defined in Section 1.7(a)Shares) shall be converted into the right to receive the consideration Merger Consideration, as specified and allocated in this Section 1.4 (1.4(b) and the “Merger Consideration”). As Spreadsheet, without interest, subject to the obligation of the Effective Timeholder of such share of Company Common Stock to return to the applicable Indemnified Persons the amounts to the extent the holder has, all such at any time and from time to time, any unsatisfied payment obligations pursuant to this Agreement to the Indemnified Persons pursuant to Article 4 . All shares of Company Capital Common Stock shall no longer be outstanding and outstanding, shall automatically be canceled and shall cease to exist, and each holder of a certificate formerly representing any such shares of Company Capital Common Stock (the “Certificates”) shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration as allocated in this Section 1.4 1.4(b) and the Spreadsheet upon surrender of such Certificate in accordance with Section 1.5. (i) Upon the Closing, Parent shall issue and/or deliver to the Exchange Agent (as defined in Section 1.5), in the aggregate, on account of all shares of Company Capital Stock outstanding immediately prior to the Closing (other than shares to be cancelled in accordance with Section 1.4(a) and Dissenting Shares) and all rights (including options (other than options assumed pursuant to Section 4.14) and warrants) to acquire shares of Company Capital Stock outstanding immediately prior to the Closing (A) $130,000,000 in cash, minus an amount equal to 40% of any Excess Transaction Expenses (as defined in Section 4.16) (the “Cash Consideration”); and (B) a number of shares of Class A common stock, par value $0.001 per share, of Parent (the “Parent Common Stock”) equal to (1) $195,000,000, minus an amount equal to 60% of Excess Transaction Expenses divided by (2) the Parent Common Stock Price, with cash in lieu of fractional interests in accordance with Section 1.6, as applicable (the “Stock Consideration”). The “Parent Common Stock Price” shall mean the Average Parent Trading Price; provided, however, that (1) if the Average Parent Trading Price is less than $31.312, then the Parent Common Stock Price shall be deemed to be $31.312, or (2) if the Average Parent Trading Price is greater than $34.608, then the Parent Common Stock Price shall be deemed to be $34.608. The “Average Parent Trading Price” shall be the average volume weighted average price of the Parent Common Stock (as reported, absent manifest error, on Xxxxxx.xxx) for the twenty consecutive trading days ending on and including the trading day that is immediately preceding the day on which the Closing occurs. A portion of the Cash Consideration and Stock Consideration otherwise payable to the Indemnifying Shareholders in the Merger equal to an aggregate of $48,750,000 (the “Aggregate Escrow Amount”) shall be deposited at the Closing with U.S. Bank National Association, as escrow agent (the “Escrow Agent”), in accordance with a Cash Escrow Agreement, dated as of the Closing Date, substantially in the form of Exhibit E-1 with such changes as reasonably required by the Escrow Agent (the “Cash Escrow Agreement”), by and among the Parent, the Escrow Agent and the Shareholders’ Representative1.5 or, with respect to such portion of the Cash Consideration, and the Stock Escrow Agreement, dated as of the Closing Date, substantially in the form of Exhibit E-2 with such changes as reasonably required by the Escrow Agent (the “Stock Escrow Agreement,” and together with the Cash Escrow AgreementDissenting Shares, the “Escrow Agreements”), by and among the Parent, the Escrow Agent and the Shareholders’ Representative with respect right to such portion of the Stock Consideration. The Escrow Fund (as defined in Section 8.4) will be held and distributed demand payment for shares in accordance with the terms of the Escrow Agreements and ARTICLE 7 of this Agreement. The percentage of the Aggregate Escrow Amount which must be contributed by each Indemnifying Shareholder shall be equal to the Indemnification Percentage (as defined in Section 7.1). No later than two business days prior to the Closing Date, the Indemnifying Shareholders shall deliver a notice signed by each Indemnifying Shareholder (the “Escrow Allocation Notice”) to Parent stating the amount (as a percentage of each Indemnifying Shareholder’s portion of the Aggregate Escrow Amount) of the Cash Consideration and Stock Consideration which should be deposited into the Cash Escrow Fund and the Stock Escrow Fund, respectively, at the Closing, to fund each Indemnifying Shareholder’s portion of the Aggregate Escrow Amount, and Parent shall deposit the amounts based on the Escrow Allocation Notice into the Cash Escrow Fund and the Stock Escrow Fund, as the case may be, provided that if Parent does not receive an Escrow Allocation Notice from the Indemnifying Shareholders two business days prior to the Closing Date, Parent shall fund each Indemnifying Shareholder’s portion of the Aggregate Escrow Amount such that 40% of such amount shall be funded with a portion of the Cash Consideration and the remainder with a portion of the Stock Consideration, in each case which would otherwise have been payable to each Indemnifying Shareholder. Notwithstanding the foregoing, at least 40% of the Aggregate Escrow Amount must consist of Cash Consideration. The final percentages of the Aggregate Escrow Amount consisting of Cash Consideration and Stock Consideration shall be referred to as the “Cash Escrow Percentage” and the “Stock Escrow Percentage,” respectively. For purposes of this Section 1.4(b), the Stock Consideration shall be valued in accordance with Section 7.2(e)NRS.

Effects on Capital Stock. As of the Effective Time, by virtue of the Merger Merger, and without any action on the part of Merger Sub, Parent, the Company or the holders of any outstanding shares of the following securitiescapital stock or securities of Parent, the following shall occurCompany or Merger Sub: (a) Each share of capital stock of the Company (the “Company Capital Stock”) that is owned , held of record immediately prior to the Effective Time by the Company, ParentMerger Sub, Merger Sub Parent or any of their respective Subsidiaries shall automatically be canceled and shall cease to exist, and no consideration shall be delivered or deliverable in exchange thereforetherefor. (b) Each share of capital stock of Merger Sub that is issued and outstanding immediately prior to the Effective Time will, by virtue of the Merger and without further action on the part of the sole stockholder of Merger Sub, be converted into and become one share of common stock of the Surviving Corporation (and the shares of Surviving Corporation into which the shares of Merger Sub capital stock are so converted shall be the only shares of the Surviving Corporation’s capital stock that are issued and outstanding immediately after the Effective Time). Each certificate evidencing ownership of shares of Merger Sub common stock will evidence ownership of such shares of common stock of the Surviving Corporation. (c) Each issued and outstanding share of Company Capital Stock (other than shares to be canceled in accordance with Section 1.4(a2.2(a) and Dissenting Shares (as defined in Section 1.7(a2.7(a)) shall be converted into the right to receive the consideration applicable Merger Consideration in the form specified and allocated in this Section 1.4 (the “Merger Consideration”)2.2. As of the Effective Time, all such shares of Company Capital Stock shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and each holder of a certificate formerly representing any such shares of Company Capital Stock (the “Certificates”) Certificate shall cease to have any rights with respect thereto, except the right to receive the applicable Merger Consideration as allocated in this Section 1.4 upon surrender of such Company Certificate in accordance with Section 1.52.3. (d) As of the Effective Time, by virtue of the Merger and without any action on the part of the holders of any outstanding shares of capital stock or securities of Company or Merger Sub: (i) Upon the Closing, Parent shall issue and/or deliver Each share of Company Series A Preferred Stock issued and outstanding immediately prior to the Exchange Agent Effective Time (as defined other than shares to be canceled in accordance with Section 1.52.2(a) and Dissenting Shares) shall be automatically converted into, subject to and in accordance with Section 2.3, (A) the right to receive an amount of cash (without interest) equal to the product of (x) the Cash Percentage multiplied by (y) the Series A Amount Per Share, and (B) (x) a certificate (or direct registration) representing the number of whole shares of Parent Common Stock equal to (i) the Share Percentage multiplied by (ii) the Series A Amount Per Share divided by (iii) the Transaction Share Price and (y) cash in lieu of fractional shares of Parent Common Stock in accordance with Section 2.2(f), without interest. (ii) Each share of Company Series B Preferred Stock issued and outstanding immediately prior to the Effective Time (other than shares to be canceled in accordance with Section 2.2(a) and Dissenting Shares) shall be automatically converted into, subject to and in accordance with Section 2.3, (A) the right to receive an amount of cash (without interest) equal to the product of (x) the Cash Percentage multiplied by (y) the Series B Amount Per Share, and (B) (x) a certificate (or direct registration) representing the number of whole shares of Parent Common Stock equal to (i) the Share Percentage multiplied by (ii) the Series B Amount Per Share divided by (iii) the Transaction Share Price and (y) cash in lieu of fractional shares of Parent Common Stock in accordance with Section 2.2(f), without interest. (iii) Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares to be canceled in accordance with Section 2.2(a) and Dissenting Shares) shall be automatically converted into, subject to and in accordance with Section 2.3, (A) the right to receive an amount of cash (without interest) equal to the product of (x) the Cash Percentage multiplied by (y) the Participating Amount Per Share, and (B) (x) a certificate (or direct registration) representing the number of whole shares of Parent Common Stock equal to (i) the Share Percentage multiplied by (ii) the Participating Amount Per Share divided by (iii) the Transaction Share Price and (y) cash in lieu of fractional shares of Parent Common Stock in accordance with Section 2.2(f), without interest. (iv) The amount of cash included in the aggregate, on account Merger Consideration payable to each holder of Company Capital Stock shall be rounded to the nearest cent and computed after aggregating cash amounts for all shares of Company Capital Stock outstanding immediately held by such stockholder. (e) In the event of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into capital stock), reorganization, reclassification, combination, recapitalization or other like change with respect to the Company Capital Stock or Parent Common Stock occurring after the date of this Agreement and before the Effective Time, all references in this Agreement to specified numbers of shares of any class or series affected thereby, and all calculations provided for that are based upon numbers of shares of any class or series (or trading prices therefor) affected thereby, shall be equitably adjusted to the extent necessary to provide the parties the same economic effect as contemplated by this Agreement prior to the Closing such stock split, reverse stock split, stock dividend, reorganization, reclassification, combination, recapitalization or other like change. (other than shares to f) No fraction of a share of Parent Common Stock will be cancelled in accordance with Section 1.4(a) and Dissenting Shares) and all rights (including options (other than options assumed issued pursuant to Section 4.14) and warrants) to acquire 2.2 or Section 2.4. Instead, each holder of shares of Company Capital Stock outstanding immediately prior to the Closing (A) $130,000,000 in cashStock, minus an amount equal to 40% of any Excess Transaction Expenses (as defined in Section 4.16) (the “Cash Consideration”); and (B) a number of shares of Class A common stock, par value $0.001 per share, of Parent (the “Parent Common Stock”) equal to (1) $195,000,000, minus an amount equal to 60% of Excess Transaction Expenses divided Company Options or Company Warrants who would otherwise be entitled by (2) the Parent Common Stock Price, with cash in lieu of fractional interests in accordance with Section 1.6, as applicable (the “Stock Consideration”). The “Parent Common Stock Price” shall mean the Average Parent Trading Price; provided, however, that (1) if the Average Parent Trading Price is less than $31.312, then the Parent Common Stock Price shall be deemed to be $31.312, or (2) if the Average Parent Trading Price is greater than $34.608, then the Parent Common Stock Price shall be deemed to be $34.608. The “Average Parent Trading Price” shall be the average volume weighted average price virtue of the Merger to receive a fraction of a share of Parent Common Stock (as reported, absent manifest error, on Xxxxxx.xxxafter aggregating all fractional shares of Parent Common Stock which otherwise would be received by such holder) for the twenty consecutive trading days ending on and including the trading day that is immediately preceding the day on which the Closing occurs. A portion shall receive in lieu thereof from Parent an amount of the Cash Consideration and Stock Consideration otherwise payable cash (rounded to the Indemnifying Shareholders nearest whole cent, with .5 being rounded up) equal to the product of (i) such fraction, multiplied by (ii) the Transaction Share Price. (g) The shares of Parent Common Stock included in the Merger equal Consideration will be subject to an aggregate restrictions on transfer for a period of $48,750,000 two (2) months following the “Aggregate Escrow Amount”) shall be deposited at the Closing with U.S. Bank National AssociationEffective Time, as escrow agent follows: (i) during the “Escrow Agent”one (1) month period following the Effective Time, no more than thirty percent (30%) of the shares of Parent Common Stock received by each Company shareholder as Merger Consideration may be transferred; and (ii) subject to the foregoing clause (i), in accordance with a Cash Escrow Agreementduring the two (2) month period following the Effective Time, dated as no more than sixty-five percent (65%) of the Closing Dateshares of Parent Common Stock received by each Company shareholder as Merger Consideration may be transferred; provided that, substantially in the form Parent Common Stock may be transferred at any time to any Affiliate or family member of Exhibit E-1 with a Company shareholder if such changes as reasonably required transferee agrees to be bound by the Escrow Agent (the “Cash Escrow Agreement”), by and among the Parent, the Escrow Agent and the Shareholders’ Representative, with respect foregoing restrictions prior to such portion of the Cash Consideration, and the Stock Escrow Agreement, dated as of the Closing Date, substantially in the form of Exhibit E-2 with such changes as reasonably required by the Escrow Agent (the “Stock Escrow Agreement,” and together with the Cash Escrow Agreement, the “Escrow Agreements”), by and among the Parent, the Escrow Agent and the Shareholders’ Representative with respect to such portion of the Stock Considerationtransfer. The Escrow Fund (as defined in restrictions on transfer contemplated by this Section 8.42.2(g) will be held and distributed set forth in accordance with the terms of the Escrow Company Voting Agreements and ARTICLE 7 Letters of this Agreement. The percentage of the Aggregate Escrow Amount which must be contributed by each Indemnifying Shareholder shall be equal to the Indemnification Percentage (as defined in Section 7.1). No later than two business days prior to the Closing Date, the Indemnifying Shareholders shall deliver a notice signed by each Indemnifying Shareholder (the “Escrow Allocation Notice”) to Parent stating the amount (as a percentage of each Indemnifying Shareholder’s portion of the Aggregate Escrow Amount) of the Cash Consideration and Stock Consideration which should be deposited into the Cash Escrow Fund and the Stock Escrow Fund, respectively, at the Closing, to fund each Indemnifying Shareholder’s portion of the Aggregate Escrow Amount, and Parent shall deposit the amounts based on the Escrow Allocation Notice into the Cash Escrow Fund and the Stock Escrow Fund, as the case may be, provided that if Parent does not receive an Escrow Allocation Notice from the Indemnifying Shareholders two business days prior to the Closing Date, Parent shall fund each Indemnifying Shareholder’s portion of the Aggregate Escrow Amount such that 40% of such amount shall be funded with a portion of the Cash Consideration and the remainder with a portion of the Stock Consideration, in each case which would otherwise have been payable to each Indemnifying Shareholder. Notwithstanding the foregoing, at least 40% of the Aggregate Escrow Amount must consist of Cash Consideration. The final percentages of the Aggregate Escrow Amount consisting of Cash Consideration and Stock Consideration shall be referred to as the “Cash Escrow Percentage” and the “Stock Escrow Percentage,” respectively. For purposes of this Section 1.4(b), the Stock Consideration shall be valued in accordance with Section 7.2(e)Transmittal.