Common use of Manner of Conversion Clause in Contracts

Manner of Conversion. The manner of converting the shares of (i) outstanding capital stock of the Company ("Company Stock") and (ii) Newco Stock, issued and outstanding immediately prior to the Effective Time of the Merger, respectively, into shares of (x) TCI Stock and cash and (y) common stock of the Surviving Corporation, respectively, shall be as follows: As of the Effective Time of the Merger: (i) the aggregate number of shares of Company Stock issued and outstanding immediately prior to the Effective Time of the Merger, by virtue of the Merger and without any action on the part of the holders thereof, automatically shall be converted into and deemed to represent the right to receive (1) the aggregate number of shares of TCI Stock set forth on Annex I hereto and (2) subject to the adjustments described in Annex I hereto, the aggregate amount of cash set forth on Annex I hereto (the number of shares of TCI Stock and, subject to the adjustments described on Annex I hereto, the amount of cash allocable to the holders of the Company Stock being set forth on Annex I); (ii) all shares of Company Stock that are held by the Company as treasury stock shall be canceled and retired and no shares of TCI Stock or other consideration shall be delivered or paid in exchange therefor; and (iii) each share of Newco Stock issued and outstanding immediately prior to the Effective Time of the Merger, shall, by virtue of the Merger and without any action on the part of TCI, automatically be converted into one fully paid and non-assessable share of common stock of the Surviving Corporation which shall constitute all of the issued and outstanding shares of common stock of the Surviving Corporation immediately after the Effective Time of the Merger, all of which shall be owned by TCI. All TCI Stock received by the Stockholders pursuant to this Agreement shall, except for restrictions on resale or transfer described in Sections 15 and 16 hereof, have the same rights as all the other shares of outstanding TCI Stock by reason of the provisions of the Certificate of Incorporation of TCI or as otherwise provided by the Delaware GCL. All TCI Stock received by the Stockholders shall be issued and delivered to the Stockholders free and clear of any liens, claims or encumbrances of any kind or nature. All voting rights of such TCI Stock received by the Stockholders shall be fully exercisable by the Stockholders and the Stockholders shall not be deprived nor restricted in exercising those rights. At the Effective Time of the Merger, TCI shall have no class of capital stock issued and outstanding other than the TCI Stock and the Restricted Voting Common Stock.

Manner of Conversion. The manner of converting the shares of (i) outstanding capital stock of the Company COMPANY ("Company COMPANY Stock") and (ii) Newco NEWCO Stock, issued and outstanding immediately prior to the Effective Time of the Merger, respectively, into shares of (x) TCI HOLDING Stock and cash and (y) common stock of the Surviving Corporation, respectively, shall be as follows: As of the Effective Time of the Merger: (i) all of the aggregate number of shares of Company COMPANY Stock issued and outstanding immediately prior to the Effective Time of the Merger, by virtue of the Merger and without any further action on the part of the holders holder thereof, automatically shall be converted into and deemed to represent represent, with respect to each STOCKHOLDER, (1) the right to receive (1) the aggregate number of shares of TCI HOLDING Stock set forth on Annex I III hereto with respect to such STOCKHOLDER and (2) subject the right to receive the adjustments described in Annex I hereto, the aggregate amount of cash set forth on Annex I III hereto (the number of shares of TCI Stock and, subject with respect to the adjustments described on Annex I hereto, the amount of cash allocable to the holders of the Company Stock being set forth on Annex I)such STOCKHOLDER; (ii) all shares of Company COMPANY Stock that are held by the Company COMPANY as treasury stock shall be canceled and retired and no shares of TCI HOLDING Stock or other consideration shall be delivered or paid in exchange therefor; and (iii) each share of Newco NEWCO Stock issued and outstanding immediately prior to the Effective Time of the Merger, Merger shall, by virtue of the Merger and without any action on the part of TCIHOLDING, automatically be converted into one fully paid and non-assessable share of common stock of the Surviving Corporation Corporation, which shall constitute all of the issued and outstanding shares of common stock of the Surviving Corporation immediately after the Effective Time of the Merger, all of which shall be owned by TCI. All TCI HOLDING Stock received by the Stockholders STOCKHOLDERS pursuant to this Agreement shall, except for restrictions on resale or transfer described in Sections Section 15 and 16 hereof, have the same rights as all the other shares of outstanding TCI HOLDING Stock by reason of the provisions of the Certificate of Incorporation of TCI HOLDING or as otherwise provided by the Delaware GCL. All TCI voting rights of such HOLDING Stock received by the Stockholders shall be issued and delivered to the Stockholders free and clear of any liens, claims or encumbrances of any kind or nature. All voting rights of such TCI Stock received by the Stockholders STOCKHOLDERS shall be fully exercisable by the Stockholders STOCKHOLDERS, and the Stockholders STOCKHOLDERS shall not be deprived nor restricted in exercising those rights. At the Effective Time of the Merger, TCI HOLDING shall have no class of capital stock issued and outstanding other than the TCI Stock and the Restricted Voting Common HOLDING Stock.

Manner of Conversion. The manner of converting the shares of (i) outstanding capital stock of the Company COMPANY ("Company COMPANY Stock") and (ii) Newco NEWCO Stock, issued and outstanding immediately prior to the Effective Time of the Merger, respectively, into shares of (x) TCI CSI Stock and cash and (y) common stock of the Surviving Corporation, respectively, shall be as follows: As of the Effective Time of the Merger: (i) all of the aggregate number of shares of Company COMPANY Stock issued and outstanding immediately prior to the Effective Time of the Merger, by virtue of the Merger and without any action on the part of the holders holder thereof, automatically shall be converted into and deemed to represent (1) the right to receive (1) the aggregate number of shares of TCI CSI Stock set forth on Annex I III hereto with respect to such holder and (2) subject the right to receive the adjustments described in Annex I hereto, the aggregate amount of cash set forth on Annex I III hereto (the number of shares of TCI Stock and, subject with respect to the adjustments described on Annex I hereto, the amount of cash allocable to the holders of the Company Stock being set forth on Annex I)such holder; (ii) all shares of Company COMPANY Stock that are held by the Company COMPANY as treasury stock shall be canceled and retired and no shares of TCI CSI Stock or other consideration shall be delivered or paid in exchange therefor; and (iii) each share of Newco NEWCO Stock issued and outstanding immediately prior to the Effective Time of the Merger, shall, by virtue of the Merger and without any action on the part of TCICSI, automatically be converted into one fully paid and non-assessable share of common stock of the Surviving Corporation which shall constitute all of the issued and outstanding shares of common stock of the Surviving Corporation immediately after the Effective Time of the Merger, all of which shall be owned by TCI. All TCI CSI Stock received by the Stockholders STOCKHOLDERS pursuant to this Agreement shall, except for restrictions on resale or transfer described in Sections 15 and 16 hereof, have the same rights as all the other shares of outstanding TCI CSI Stock by reason of the provisions of the Certificate of Incorporation of TCI CSI or as otherwise provided by the Delaware GCL. All TCI voting rights of such CSI Stock received by the Stockholders shall be issued and delivered to the Stockholders free and clear of any liens, claims or encumbrances of any kind or nature. All voting rights of such TCI Stock received by the Stockholders STOCKHOLDERS shall be fully exercisable by the Stockholders STOCKHOLDERS and the Stockholders STOCKHOLDERS shall not be deprived nor restricted in exercising those rights. At the Effective Time of the Merger, TCI CSI shall have no class of capital stock issued and outstanding other than the TCI Stock and the Restricted Voting Common CSI Stock.

Manner of Conversion. The manner of converting the shares of (i) outstanding capital stock of the Company ("Company Stock") and (ii) Newco Stock, issued and outstanding immediately prior to the Effective Time of the Merger, respectively, into shares of (x) TCI Home Stock and cash and (y) common stock of the Surviving Corporation, respectively, shall be as follows: As of the Effective Time of the Merger: (i) all of the aggregate number of shares of Company Stock issued and outstanding immediately prior to the Effective Time of the Merger, by virtue of the Merger and without any action on the part of the holders holder thereof, automatically shall be converted into and deemed to represent (1) the right to receive (1) the aggregate number of shares of TCI Home Stock set forth on Annex I hereto (adjusted as set forth on such Annex I) with respect to such holder and (2) subject the right to receive the adjustments described in Annex I hereto, the aggregate amount of cash set forth on Annex I hereto with respect to such holder (the number of shares of TCI Stock and, subject to the adjustments described on Annex I hereto, the amount of cash allocable to the holders of the Company Stock being adjusted as set forth on such Annex I); (ii) all shares of Company Stock that are held by the Company as treasury stock shall be canceled and retired and no shares of TCI Home Stock or other consideration shall be delivered or paid in exchange therefor; and (iii) each share of Newco Stock issued and outstanding immediately prior to the Effective Time of the Merger, shall, by virtue of the Merger and without any action on the part of TCIHome, automatically be converted into one fully paid and non-assessable share of common stock of the Surviving Corporation which shall constitute all of the issued and outstanding shares of common stock of the Surviving Corporation immediately after the Effective Time of the Merger, all of which shall be owned by TCI. All TCI Home Stock received by the Stockholders pursuant to this Agreement shall, except for restrictions on resale or transfer described in Sections 15 and 16 hereof, have the same rights as all the other shares of outstanding TCI Home Stock by reason of the provisions of the Certificate of Incorporation of TCI Home or as otherwise provided by the Delaware GCL. All TCI Home Stock received by the Stockholders shall be issued and delivered to the Stockholders free and clear of any liens, claims or encumbrances of any kind or nature. All voting rights of such TCI Home Stock received by the Stockholders shall be fully exercisable by the Stockholders and the Stockholders shall not be deprived nor restricted in exercising those rights. At the Effective Time of the Merger, TCI Home shall have no class of capital stock issued and outstanding other than the TCI Home Stock and the Restricted Voting Common Stock.

Manner of Conversion. The manner of converting the shares of (i) outstanding capital stock of the each Company ("Company Stock") and (ii) Newco Stock, issued and outstanding immediately prior to the Effective Time of the Merger, respectively, into shares of (x) TCI Stock and cash and (y) common stock of the Surviving Corporation, respectively, shall be as follows: As of the Effective Time of the Merger: (i) the aggregate number of shares of Company Stock issued and outstanding immediately prior to the Effective Time of the Merger, by virtue of the Merger and without any action on the part of the holders thereof, automatically shall be converted into and deemed to represent the right to receive (1) the aggregate number of shares of TCI Stock set forth on Annex I hereto and (2) subject to the adjustments described in Annex I hereto, the aggregate amount of cash set forth on Annex I hereto (the number of shares of TCI Stock and, subject to the adjustments described on Annex I hereto, the amount of cash allocable to the holders of the Company Stock being set forth on Annex I); (ii) all shares of Company Stock that are held by the each Company as treasury stock shall be canceled and retired and no shares of TCI Stock or other consideration shall be delivered or paid in exchange therefor; and (iii) each share of Newco Stock issued and outstanding immediately prior to the Effective Time of the Merger, shall, by virtue of the Merger and without any action on the part of TCI, automatically be converted into one fully paid and non-assessable share of common stock of the Surviving Corporation which shall constitute all of the issued and outstanding shares of common stock of the Surviving Corporation immediately after the Effective Time of the Merger, all of which shall be owned by TCI. All TCI Stock received by the Stockholders pursuant to this Agreement shall, except for restrictions on resale or transfer described in Sections 15 and 16 hereof, have the same rights as all the other shares of outstanding TCI Stock by reason of the provisions of the Certificate of Incorporation of TCI or as otherwise provided by the Delaware GCL. All TCI Stock received by the Stockholders shall be issued and delivered to the Stockholders free and clear of any liens, claims or encumbrances of any kind or nature. All voting rights of such TCI Stock received by the Stockholders shall be fully exercisable by the Stockholders and the Stockholders shall not be deprived nor restricted in exercising those rights. At the Effective Time of the Merger, TCI shall have no class of capital stock issued and outstanding other than the TCI Stock and the Restricted Voting Common Stock.

Manner of Conversion. The manner of converting the shares of (i) outstanding capital stock of the Company COMPANY ("Company COMPANY Stock") and (ii) Newco NEWCO Stock, issued and outstanding immediately prior to the Effective Time of the Merger, respectively, into shares of (x) TCI METALS Stock and cash and (y) common stock of the Surviving Corporation, respectively, shall be as follows: As of the Effective Time of the Merger: (i) all of the aggregate number of shares of Company COMPANY Stock issued and outstanding immediately prior to the Effective Time of the Merger, by virtue of the Merger and without any action on the part of the holders holder thereof, automatically shall be converted into and deemed to represent (1) the right to receive (1) the aggregate number of shares of TCI METALS Stock set forth on Annex I hereto with respect to such holder and (2) subject the right to receive the adjustments described in Annex I hereto, the aggregate amount of cash set forth on Annex I hereto (the number of shares of TCI Stock and, subject with respect to the adjustments described on Annex I hereto, the amount of cash allocable to the holders of the Company Stock being set forth on Annex I)such holder; (ii) all shares of Company COMPANY Stock that are held by the Company COMPANY as treasury stock shall be canceled and retired and no shares of TCI METALS Stock or other consideration shall be delivered or paid in exchange therefor; and (iii) each share of Newco NEWCO Stock issued and outstanding immediately prior to the Effective Time of the Merger, shall, by virtue of the Merger and without any action on the part of TCIMETALS, automatically be converted into one fully paid and non-assessable share of common stock of the Surviving Corporation which shall constitute all of the issued and outstanding shares of common stock of the Surviving Corporation immediately after the Effective Time of the Merger, all of which shall be owned by TCI. All TCI METALS Stock received by the Stockholders STOCKHOLDERS pursuant to this Agreement shall, except for restrictions on resale or transfer described in Sections 15 and 16 hereof, have the same rights as all the other shares of outstanding TCI METALS Stock by reason of the provisions of the Certificate of Incorporation of TCI METALS or as otherwise provided by the Delaware GCL. All TCI METALS Stock received by the Stockholders STOCKHOLDERS shall be issued and delivered to the Stockholders STOCKHOLDERS free and clear of any liens, claims or encumbrances of any kind or nature. All voting rights of such TCI METALS Stock received by the Stockholders STOCKHOLDERS shall be fully exercisable by the Stockholders STOCKHOLDERS and the Stockholders STOCKHOLDERS shall not be deprived nor restricted in exercising those rights. At the Effective Time of the Merger, TCI METALS shall have no class of capital stock issued and outstanding other than the TCI METALS Stock and the Restricted Voting Common Stock.

Manner of Conversion. The manner of converting the shares of (i) outstanding capital stock of the Company COMPANY ("Company COMPANY Stock") and (ii) Newco NEWCO Stock, issued and outstanding immediately prior to the Effective Time of the Merger, respectively, into shares of (x) TCI VPI Stock and cash and (y) common stock of the Surviving Corporation, respectively, shall be as follows: As of the Effective Time of the Merger: (i) all of the aggregate number of shares of Company COMPANY Stock issued and outstanding immediately prior to the Effective Time of the Merger, by virtue of the Merger and without any action on the part of the holders holder thereof, automatically shall be converted into and deemed to represent (l) the right to receive (1) the aggregate number of fully paid and nonassessable shares of TCI VPI Stock set forth on Annex I III hereto with respect to such holder and (2) the right to receive the amount of cash, subject to the adjustments described in Annex I heretoadjustment pursuant to Section 3.3 hereof, the aggregate amount of cash set forth on Annex I III hereto (the number of shares of TCI Stock and, subject with respect to the adjustments described on Annex I hereto, the amount of cash allocable to the holders of the Company Stock being set forth on Annex I)such holder; (ii) all shares of Company COMPANY Stock that are held by the Company COMPANY as treasury stock shall be canceled and retired and no shares of TCI VPI Stock or other consideration shall be delivered or paid in exchange therefor; and (iii) each share of Newco NEWCO Stock issued and outstanding immediately prior to the Effective Time of the Merger, shall, by virtue of the Merger and without any action on the part of TCIVPI, automatically be converted into one fully paid and non-assessable nonassessable share of common stock of the Surviving Corporation which shall constitute all of the issued and outstanding shares of common stock of the Surviving Corporation immediately after the Effective Time of the Merger, all of which shall be owned by TCI. All TCI VPI Stock received by the Stockholders STOCKHOLDERS pursuant to this Agreement shall, except for restrictions on resale or transfer described in Sections 15 and 16 hereof, have the same rights as all of the other shares of outstanding TCI VPI Stock by reason of the provisions of the Certificate of Incorporation of TCI VPI or as otherwise provided by the Delaware GCL. All TCI voting rights of such VPI Stock received by the Stockholders shall be issued and delivered to the Stockholders free and clear of any liens, claims or encumbrances of any kind or nature. All voting rights of such TCI Stock received by the Stockholders STOCKHOLDERS shall be fully exercisable by the Stockholders STOCKHOLDERS and the Stockholders STOCKHOLDERS shall not be deprived nor restricted in exercising those rights. At the Effective Time of the Merger, TCI VPI shall have no class of capital stock (including preferred stock) issued and outstanding other than the TCI Stock and the Restricted Voting Common VPI Stock.

Manner of Conversion. The manner of converting the shares of (i) outstanding capital stock of the Company COMPANY ("Company COMPANY Stock") and (ii) Newco NEWCO Stock, issued and outstanding immediately prior to the Effective Time of the Merger, respectively, into shares of (x) TCI CTS Stock and cash and (y) common stock of the Surviving Corporation, respectively, shall be as follows: As of the Effective Time of the Merger: (ia) all of the aggregate number of shares of Company COMPANY Stock issued and outstanding immediately prior to the Effective Time of the MergerMerger will be canceled and extinguished and, by virtue of the Merger and without any action on the part of the holders holder thereof, automatically shall be converted into and deemed to represent represent, with respect to each STOCKHOLDER, (1) the right to receive (1) the aggregate number of shares of TCI CTS Stock set forth on Annex I III hereto with respect to such STOCKHOLDER and (2) subject the right to receive the adjustments described in Annex I hereto, the aggregate amount of cash set forth on Annex I III hereto (the number of shares of TCI Stock and, subject with respect to the adjustments described on Annex I hereto, the amount of cash allocable to the holders of the Company Stock being set forth on Annex I)such STOCKHOLDER; (iib) all shares of Company COMPANY Stock that are held by the Company COMPANY as treasury stock shall be canceled and retired and no shares of TCI CTS Stock or other consideration shall be delivered or paid in exchange therefor; and (iiic) each share of Newco NEWCO Stock issued and outstanding immediately prior to the Effective Time of the Merger, Merger shall, by virtue of the Merger and without any action on the part of TCICTS, automatically be converted into one fully paid and non-assessable share of common stock of the Surviving Corporation Corporation, which shall constitute all of the issued and outstanding shares of common stock of the Surviving Corporation immediately after the Effective Time of the Merger, all of which shall be owned by TCI. All TCI CTS Stock received by the Stockholders STOCKHOLDERS pursuant to this Agreement shall, except for restrictions on resale or transfer described in Sections 5 and 15 hereof and the registration rights described in Section 16 hereof, have the same rights as all the other shares of outstanding TCI CTS Stock by reason of the provisions of the Certificate of Incorporation of TCI CTS or as otherwise provided by the Delaware GCL. All TCI Stock received by the Stockholders shall be issued and delivered to the Stockholders free and clear of any liens, claims or encumbrances of any kind or natureLaw. All voting rights of such TCI CTS Stock received by the Stockholders STOCKHOLDERS shall be fully exercisable by the Stockholders STOCKHOLDERS and the Stockholders STOCKHOLDERS shall not be deprived nor restricted in exercising those rights. At the Effective Time of the Merger, TCI CTS shall have no class of capital stock issued and outstanding other than the TCI Stock and the Restricted Voting Common CTS Stock.

Manner of Conversion. The manner of converting the shares of (i) outstanding capital stock of the Company ("Company Stock") and (ii) Newco Stock, issued and outstanding immediately prior to the Effective Time of the Merger, respectively, into shares of (x) TCI LandCARE Stock and cash and (y) common stock of the Surviving Corporation, respectively, shall be as follows: As of the Effective Time of the Merger: (i) all of the aggregate number of shares of Company Stock issued and outstanding immediately prior to the Effective Time of the Merger, by virtue of the Merger and without any action on the part of the holders holder thereof, automatically shall be converted into and deemed to represent (1) the right to receive (1) the aggregate number of shares of TCI LandCARE Stock set forth on Annex I hereto with respect to such holder and (2) subject the right to receive the adjustments described in Annex I hereto, the aggregate amount of cash set forth on Annex I hereto (the number of shares of TCI Stock and, subject with respect to the adjustments described on Annex I hereto, the amount of cash allocable to the holders of the Company Stock being set forth on Annex I)such holder; (ii) all shares of Company Stock that are held by the Company as treasury stock shall be canceled and retired and no shares of TCI LandCARE Stock or other consideration shall be delivered or paid in exchange therefor; and (iii) each share of Newco Stock issued and outstanding immediately prior to the Effective Time of the Merger, shall, by virtue of the Merger and without any action on the part of TCILandCARE, automatically be converted into one fully paid and non-assessable share of common stock of the Surviving Corporation which shall constitute all of the issued and outstanding shares of common stock of the Surviving Corporation immediately after the Effective Time of the Merger, all of which shall be owned by TCI. All TCI LandCARE Stock received by the Stockholders pursuant to this Agreement shall, except for restrictions on resale or transfer described in Sections 15 and 16 hereof, have the same rights as all the other shares of outstanding TCI LandCARE Stock by reason of the provisions of the Certificate of Incorporation of TCI LandCARE or as otherwise provided by the Delaware GCL. All TCI LandCARE Stock received by the Stockholders shall be issued and delivered to the Stockholders free and clear of any liens, claims or encumbrances of any kind or nature. All voting rights of such TCI LandCARE Stock received by the Stockholders shall be fully exercisable by the Stockholders and the Stockholders shall not be deprived nor restricted in exercising those rights. At the Effective Time of the Merger, TCI LandCARE shall have no class of capital stock issued and outstanding other than the TCI LandCARE Stock and the Restricted Voting Common Stock.

Manner of Conversion. The manner of converting the shares of (i) outstanding capital stock of the Company ("Company Stock") and (ii) Newco Stock, issued and outstanding immediately prior to the Effective Time of the Merger, respectively, into shares of (x) TCI Pentacon Stock and cash and (yii) outstanding Newco Stock into common stock of the Surviving Corporation, respectively, shall be as follows: As of the Effective Time of the Merger: (i) all of the aggregate number of shares of Company Stock issued and outstanding immediately prior to the Effective Time of the Merger, by virtue of the Merger and without any action on the part of the holders holder thereof, automatically shall be converted into and deemed to represent (1) the right to receive (1) the aggregate number of shares of TCI Pentacon Stock set forth on Annex I hereto with respect to such holder and (2) subject the right to receive the adjustments described in Annex I hereto, the aggregate amount of cash set forth on Annex I hereto (the number of shares of TCI Stock and, subject with respect to the adjustments described on Annex I hereto, the amount of cash allocable to the holders of the Company Stock being set forth on Annex I)such holder; (ii) all shares of Company Stock that are held by the Company as treasury stock or which are otherwise issued but not outstanding shall be canceled and retired and shall cease to exist and no shares of TCI Pentacon Stock or other consideration shall be delivered or paid in exchange therefor; and (iii) each share of Newco Stock issued and outstanding immediately prior to the Effective Time of the Merger, shall, by virtue of the Merger and without any action on the part of TCIPentacon, automatically be converted into one fully paid and non-assessable share of common stock of the Surviving Corporation which shall constitute all of the issued and outstanding shares of common stock of the Surviving Corporation immediately after the Effective Time of the Merger, all of which shall be owned by TCI. All TCI Pentacon Stock received by the Stockholders pursuant to this Agreement shall, except for restrictions on resale or transfer described in Sections 15 and 16 hereof, have the same rights as all the other shares of outstanding TCI Pentacon Stock by reason of the provisions of the Certificate of Incorporation of TCI Pentacon or as otherwise provided by the Delaware GCL. All TCI Pentacon Stock received by the Stockholders shall be issued and delivered to the Stockholders free and clear of any liens, claims or encumbrances of any kind or nature. All voting rights of such TCI Pentacon Stock received by the Stockholders shall be fully exercisable by the Stockholders and the Stockholders shall not be deprived nor restricted in exercising those rights. At the Effective Time of the Merger, TCI Pentacon shall have no class of capital stock issued and outstanding other than the TCI Stock and the Restricted Voting Common Pentacon Stock.

Manner of Conversion. The manner of converting the shares of (i) outstanding capital stock of the Company ("Company Stock") and (ii) Newco Stock, issued and outstanding immediately prior to the Effective Time of the Merger, respectively, into shares of (x) TCI DocuNet Common Stock and cash and (y) common stock of the Surviving Corporation, respectively, shall be as follows: As of the Effective Time of the Merger: (i) all of the aggregate number of shares of Company Stock issued and outstanding immediately prior to the Effective Time of the Merger, by virtue of the Merger and without any action on the part of the holders holder thereof, automatically shall be converted into and deemed to represent (1) the right to receive (1) the aggregate number of shares of TCI Stock set forth on Annex I hereto and (2) subject to the adjustments described in Annex I hereto, the aggregate amount of cash set forth on Annex I hereto (the number of shares of TCI DocuNet Common Stock and, subject provided in Section 2.9 hereof with respect to such holder and (2) the adjustments described on Annex I hereto, right to receive the amount of cash allocable provided in Section 2.9 hereof with respect to such holder (collectively, the holders of the Company Stock being set forth on Annex I"Merger Consideration"); (ii) all shares of Company Stock that are held by the Company as treasury stock shall be canceled and retired and no shares of TCI DocuNet Common Stock or other consideration shall be delivered or paid in exchange therefor; and (iii) each share of Newco Stock issued and outstanding immediately prior to the Effective Time of the Merger, shall, by virtue of the Merger and without any action on the part of TCIPurchaser, automatically be converted into one fully paid and non-assessable share of common stock of the Surviving Corporation which shall constitute all of the issued and outstanding shares of common stock of the Surviving Corporation immediately after the Effective Time of the Merger, all of which shall be owned by TCI. All TCI DocuNet Common Stock received by the Stockholders Sellers pursuant to this Agreement shall, except for restrictions on resale or transfer described in Sections 15 13 and 16 14 hereof, have the same rights as all the other shares of outstanding TCI Stock by reason of the provisions of the Certificate of Incorporation of TCI or as otherwise provided by the Delaware GCL. All TCI Stock received by the Stockholders shall be issued and delivered to the Stockholders free and clear of any liens, claims or encumbrances of any kind or natureDocuNet Common Stock. All voting rights of such TCI DocuNet Common Stock received by the Stockholders Sellers shall be fully exercisable by the Stockholders Sellers and the Stockholders Sellers shall not be deprived nor restricted in exercising those rights. At the Effective Time of the Merger, TCI shall have no class of capital stock issued and outstanding other than the TCI Stock and the Restricted Voting Common Stock.

Manner of Conversion. The manner of converting the shares of (i) outstanding capital stock of the Company ("Company Stock") COMPANY Stock and (ii) Newco NEWCO Stock, issued and outstanding immediately prior to the Effective Time of the Merger, respectively, into shares of (x) TCI Stock and VESTCOM Stock, (y) cash and (yz) shares of common stock of the Surviving Corporation, respectively, shall be as follows: As of the Effective Time of the Merger: (i) all of the aggregate number of shares of Company COMPANY Stock issued and outstanding immediately prior to the Effective Time of the Merger, by virtue of the Merger and without any action on the part of the holders holder thereof, automatically shall be converted into and deemed to represent (1) that number of shares of VESTCOM Stock determined pursuant to Section 2.2 below and (2) the right to receive (1) the aggregate number amount of cash determined pursuant to Section 2.2 below, such shares and cash to be distributed to the STOCKHOLDERS on the Consummation Date as provided in Part A of Annex II hereto. Such amount of shares of TCI Stock and cash as set forth on Part A of Annex I II hereto as of the date hereof are final and (2) subject to the adjustments described in Annex I hereto, the aggregate amount shall not change hereafter regardless of cash set forth on Annex I hereto (the number of shares sold in the IPO or the offering price of TCI Stock and, subject to the adjustments described on Annex I hereto, the amount of cash allocable to the holders of the Company Stock being set forth on Annex I)such shares; (ii) all shares of Company COMPANY Stock that are held by the Company COMPANY as treasury stock or owned by any COMPANY Subsidiary shall be canceled and retired and no shares of TCI VESTCOM Stock or other consideration shall be delivered or paid in exchange therefor; and (iii) each share of Newco NEWCO Stock issued and outstanding immediately prior to the Effective Time of the Merger, Merger shall, by virtue of the Merger and without any action on the part of TCIVESTCOM, automatically be converted into one fully paid and non-assessable nonassessable share of common stock of the Surviving Corporation which shall constitute all of the issued and outstanding shares of common stock of the Surviving Corporation immediately after the Effective Time of the Merger, all of which shall be owned by TCI. All TCI VESTCOM Stock received by the Stockholders pursuant to this Agreement STOCKHOLDERS as of the Effective Time of the Merger shall, except for restrictions on resale or transfer described in Sections 15 and 16 hereof, have the same rights as all the other shares of outstanding TCI Stock by reason of the provisions of the Certificate of Incorporation of TCI or as otherwise provided by the Delaware GCL. All TCI Stock received by the Stockholders shall be issued and delivered to the Stockholders free and clear of any liens, claims or encumbrances of any kind or natureVESTCOM Stock. All voting rights of such TCI VESTCOM Stock received by the Stockholders STOCKHOLDERS shall be fully exercisable by the Stockholders STOCKHOLDERS and the Stockholders STOCKHOLDERS shall not be deprived nor restricted in exercising those rights. At In addition, certain shares of VESTCOM preferred stock will be issued in connection with the Effective Time VESTCOM Plan of the MergerOrganization as further referenced on Annex II, TCI shall have no class Part B. The shares of capital stock issued and outstanding other than the TCI VESTCOM Stock and VESTCOM preferred stock to be issued to the Restricted Voting Common StockSTOCKHOLDERS will not be registered under the 1933 Act.

Manner of Conversion. The manner of converting the shares of (i) outstanding capital stock of the Company COMPANY ("Company COMPANY Stock") and (ii) Newco NEWCO Stock, issued and outstanding immediately prior to the Effective Time of the Merger, respectively, into shares of (x) TCI CTS Stock and cash and (y) common stock of the Surviving Corporation, respectively, shall be as follows: As of the Effective Time of the Merger: (ia) all of the aggregate number of shares of Company COMPANY Stock issued and outstanding immediately prior to the Effective Time of the MergerMerger will be canceled and extinguished and, by virtue of the Merger and without any action on the part of the holders holder thereof, automatically shall be converted into and deemed to represent represent, with respect to the STOCKHOLDER, (1) the right to receive (1) the aggregate number of shares of TCI CTS Stock set forth on Annex I III hereto with respect to the STOCKHOLDER and (2) subject the right to receive the adjustments described in Annex I hereto, the aggregate amount of cash set forth on Annex I III hereto (the number of shares of TCI Stock and, subject with respect to the adjustments described on Annex I hereto, the amount of cash allocable to the holders of the Company Stock being set forth on Annex I)STOCKHOLDER; (iib) all shares of Company COMPANY Stock that are held by the Company COMPANY as treasury stock shall be canceled and retired and no shares of TCI CTS Stock or other consideration shall be delivered or paid in exchange therefor; and (iiic) each share of Newco NEWCO Stock issued and outstanding immediately prior to the Effective Time of the Merger, Merger shall, by virtue of the Merger and without any action on the part of TCICTS, automatically be converted into one fully paid and non-assessable share of common stock of the Surviving Corporation Corporation, which shall constitute all of the issued and outstanding shares of common stock of the Surviving Corporation immediately after the Effective Time of the Merger, all of which shall be owned by TCI. All TCI CTS Stock received by the Stockholders STOCKHOLDER pursuant to this Agreement shall, except for restrictions on resale or transfer described in Sections 5 and 15 hereof and the registration rights described in Section 16 hereof, have the same rights as all the other shares of outstanding TCI CTS Stock by reason of the provisions of the Certificate of Incorporation of TCI CTS or as otherwise provided by the Delaware GCL. All TCI Stock received by the Stockholders shall be issued and delivered to the Stockholders free and clear of any liens, claims or encumbrances of any kind or natureLaw. All voting rights of such TCI CTS Stock received by the Stockholders STOCKHOLDER shall be fully exercisable by the Stockholders STOCKHOLDER and the Stockholders STOCKHOLDER shall not be deprived nor restricted in exercising those rights. At the Effective Time of the Merger, TCI CTS shall have no class of capital stock issued and outstanding other than the TCI Stock and the Restricted Voting Common CTS Stock.

Manner of Conversion. The manner of converting the shares of (i) outstanding capital stock of the Company ("Company Stock") and (ii) Newco Stock, issued and outstanding immediately prior to the Effective Time of the Merger, respectively, into shares of (x) TCI Pentacon Stock and cash and (yii) outstanding Newco Stock into common stock of the Surviving Corporation, respectively, shall be as follows: As of the Effective Time of the Merger: (i) all of the aggregate number of shares of Company Stock issued and outstanding immediately prior to the Effective Time of the Merger, by virtue of the Merger and without any action on the part of the holders holder thereof, automatically shall be converted into and deemed to represent (1) the right to receive (1) the aggregate number of shares of TCI Pentacon Stock set forth on Annex I hereto with respect to such holder and (2) subject the right to receive the adjustments described in Annex I hereto, the aggregate amount of cash set forth on Annex I hereto (the number of shares of TCI Stock and, subject with respect to the adjustments described on Annex I hereto, the amount of cash allocable to the holders of the Company Stock being set forth on Annex I)such holder; (ii) all shares of Company Stock that are held by the Company as treasury stock or which are otherwise issued but not outstanding shall be canceled and retired and shall cease to exist and no shares of TCI Pentacon Stock or other consideration shall be delivered or paid in exchange therefor; and (iii) each share of Newco Stock issued and outstanding immediately prior to the Effective Time of the Merger, shall, by virtue of the Merger and without any action on the part of TCIPentacon, automatically be converted into one fully paid and non-assessable share of common stock of the Surviving Corporation which shall constitute all of the issued and outstanding shares of common stock of the Surviving Corporation immediately after the Effective Time of the Merger, all of which shall be owned by TCI. All TCI Pentacon Stock received by the Stockholders Stockholder pursuant to this Agreement shall, except for restrictions on resale or transfer described in Sections 15 and 16 hereof, have the same rights as all the other shares of outstanding TCI Pentacon Stock by reason of the provisions of the Certificate of Incorporation of TCI Pentacon or as otherwise provided by the Delaware GCL. All TCI Pentacon Stock received by the Stockholders Stockholder shall be issued and delivered to the Stockholders Stockholder free and clear of any liens, claims or encumbrances of any kind or nature. All voting rights of such TCI Pentacon Stock received by the Stockholders Stockholder shall be fully exercisable by the Stockholders Stockholder and the Stockholders Stockholder shall not be deprived nor restricted in exercising those rights. At the Effective Time of the Merger, TCI Pentacon shall have no class of capital stock issued and outstanding other than the TCI Stock and the Restricted Voting Common Pentacon Stock.

Manner of Conversion. The manner of converting the shares of (i) outstanding capital stock of the Company ("Company Stock") and (ii) Newco Stock, issued and outstanding immediately prior to the Effective Time of the Merger, respectively, into shares of (x) TCI Home Stock and cash and (y) common stock of the Surviving Corporation, respectively, shall be as follows: As of the Effective Time of the Merger: (i) all of the aggregate number of shares of Company Stock issued and outstanding immediately prior to the Effective Time of the Merger, by virtue of the Merger and without any action on the part of the holders holder thereof, automatically shall be converted into and deemed to represent (1) the right to receive (1) the aggregate number of shares of TCI Home Stock set forth on Annex I hereto (adjusted as set forth on such Annex I) with respect to such holder and (2) subject the right to receive the adjustments described in Annex I hereto, the aggregate amount of cash set forth on Annex I hereto with respect to such holder (the number of shares of TCI Stock and, subject to the adjustments described on Annex I hereto, the amount of cash allocable to the holders of the Company Stock being adjusted as set forth on such Annex I); (ii) all shares of Company Stock that are held by the Company as treasury stock shall be canceled and retired and no shares of TCI Home Stock or other consideration shall be delivered or paid in exchange therefor; and (iii) each share of Newco Stock issued and outstanding immediately prior to the Effective Time of the Merger, shall, by virtue of the Merger and without any action on the part of TCIHome, automatically be converted into one fully paid and non-assessable share of common stock of the Surviving Corporation which shall constitute all of the issued and outstanding shares of common stock of the Surviving Corporation immediately after the Effective Time of the Merger, all of which shall be owned by TCI. All TCI Home Stock received by the Stockholders Stockholder pursuant to this Agreement shall, except for restrictions on resale or transfer described in Sections 15 and 16 hereof, have the same rights as all the other shares of outstanding TCI Home Stock by reason of the provisions of the Certificate of Incorporation of TCI Home or as otherwise provided by the Delaware GCL. All TCI Home Stock received by the Stockholders Stockholder shall be issued and delivered to the Stockholders Stockholder free and clear of any liens, claims or encumbrances of any kind or nature. All voting rights of such TCI Home Stock received by the Stockholders Stockholder shall be fully exercisable by the Stockholders Stockholder and the Stockholders Stockholder shall not be deprived nor restricted in exercising those rights. At the Effective Time of the Merger, TCI Home shall have no class of capital stock issued and outstanding other than the TCI Home Stock and the Restricted Voting Common Stock.

Manner of Conversion. The manner of converting the shares of (i) outstanding capital stock of the Company ("Company Stock") COMPANY Stock and (ii) Newco NEWCO Stock, issued and outstanding immediately prior to the Effective Time of the Merger, respectively, into shares of (x) TCI CSI Stock and cash and (y) common stock of the respective Surviving Corporation, respectively, shall be as follows: As of the Effective Time of the Merger: (i) all of the aggregate number of shares of Company COMPANY Stock issued and outstanding immediately prior to the Effective Time of the Merger, by virtue of the Merger and without any action on the part of the holders holder thereof, automatically shall be converted into and deemed to represent (1) the right to receive (1) the aggregate number of shares of TCI CSI Stock set forth on Annex I III hereto with respect to such holder and (2) subject the right to receive the adjustments described in Annex I hereto, the aggregate amount of cash set forth on Annex I III hereto (the number of shares of TCI Stock and, subject with respect to the adjustments described on Annex I hereto, the amount of cash allocable to the holders of the Company Stock being set forth on Annex I)such holder; (ii) all shares of Company COMPANY Stock that are held by the Company COMPANY as treasury stock shall be canceled and retired and no shares of TCI CSI Stock or other consideration shall be delivered or paid in exchange therefor; and (iii) each share of Newco NEWCO Stock issued and outstanding immediately prior to the Effective Time of the Merger, shall, by virtue of the Merger and without any action on the part of TCICSI, automatically be converted into one fully paid and non-assessable share of common stock of the respective Surviving Corporation which shall constitute all of the issued and outstanding shares of common stock of the such Surviving Corporation immediately after the Effective Time of the Merger, all of which shall be owned by TCI. All TCI CSI Stock received by the Stockholders STOCKHOLDER pursuant to this Agreement shall, except for restrictions on resale or transfer described in Sections 15 and 16 hereof, have the same rights as all the other shares of outstanding TCI CSI Stock by reason of the provisions of the Certificate of Incorporation of TCI CSI or as otherwise provided by the Delaware GCL. All TCI voting rights of such CSI Stock received by the Stockholders shall be issued and delivered to the Stockholders free and clear of any liens, claims or encumbrances of any kind or nature. All voting rights of such TCI Stock received by the Stockholders STOCKHOLDER shall be fully exercisable by the Stockholders STOCKHOLDER and the Stockholders STOCKHOLDER shall not be deprived nor restricted in exercising those rights. At the Effective Time of the Merger, TCI CSI shall have no class of capital stock issued and outstanding other than the TCI Stock and the Restricted Voting Common CSI Stock.

Manner of Conversion. The manner of converting the shares of (i) outstanding capital stock of the Company COMPANY ("Company COMPANY Stock") and (ii) Newco NEWCO Stock, issued and outstanding immediately prior to the Effective Time of the Merger, respectively, into shares of (x) TCI CEI Stock and cash and (y) common stock of the Surviving Corporation, respectively, shall be as follows: As of the Effective Time of the Merger: (i) all of the aggregate number of shares of Company COMPANY Stock issued and outstanding immediately prior to the Effective Time of the Merger, by virtue of the Merger and without any action on the part of the holders holder thereof, automatically shall be converted into and deemed to represent represent, with respect to each STOCKHOLDER, (1) the right to receive (1) the aggregate number of shares of TCI CEI Stock set forth on Annex I III hereto with respect to such STOCKHOLDER and (2) subject the right to receive the adjustments described in Annex I hereto, the aggregate amount of cash set forth on Annex I III hereto (the number of shares of TCI Stock and, subject with respect to the adjustments described on Annex I hereto, the amount of cash allocable to the holders of the Company Stock being set forth on Annex I)such STOCKHOLDER; (ii) all shares of Company COMPANY Stock that are held by the Company COMPANY as treasury stock shall be canceled cancelled and retired and no shares of TCI CEI Stock or other consideration shall be delivered or paid in exchange therefor; and (iii) each share of Newco NEWCO Stock issued and outstanding immediately prior to the Effective Time of the Merger, shall, by virtue of the Merger and without any action on the part of TCICEI, automatically be converted into one fully paid and non-assessable share of common stock of the Surviving Corporation which shall constitute all of the issued and outstanding shares of common stock of the Surviving Corporation immediately after the Effective Time of the Merger, all of which shall be owned by TCI. All TCI CEI Stock received by the Stockholders STOCKHOLDERS pursuant to this Agreement shall, except for restrictions on resale or transfer described in Sections 15 and 16 hereof, have the same rights as all the other shares of outstanding TCI CEI Stock by reason of the provisions of the Certificate of Incorporation of TCI CEI or as otherwise provided by the Delaware GCL. All TCI voting rights of such CEI Stock received by the Stockholders shall be issued and delivered to the Stockholders free and clear of any liens, claims or encumbrances of any kind or nature. All voting rights of such TCI Stock received by the Stockholders STOCKHOLDERS shall be fully exercisable by the Stockholders STOCKHOLDERS and the Stockholders STOCKHOLDERS shall not be deprived nor restricted in exercising those rights. At the Effective Time of the MergerFunding and Consummation Date, TCI CEI shall have no class of capital stock issued and outstanding other than the TCI CEI Stock and the Restricted Voting Common Stock.

Manner of Conversion. The manner of converting the shares of (i) outstanding capital stock of the Company each COMPANY (collectively, "Company COMPANY Stock") and (ii) Newco NEWCO Stock, issued and outstanding immediately prior to the Effective Time of the MergerMergers, respectively, into shares of (x) TCI VPI Stock and cash and (y) common stock of the Surviving CorporationCorporations, respectively, shall be as follows: As of the Effective Time of the Merger: (i) all of the aggregate number of shares of Company COMPANY Stock of each COMPANY issued and outstanding immediately prior to the Effective Time of the each respective Merger, by virtue of the such Merger and without any action on the part of the holders holder thereof, automatically shall be converted into and deemed to represent (l) the right to receive (1) the aggregate number of fully paid and nonassessable shares of TCI VPI Stock set forth on Annex I III hereto with respect to such holder and (2) the right to receive the amount of cash, subject to the adjustments described in Annex I heretoadjustment pursuant to Section 3.3 hereof, the aggregate amount of cash set forth on Annex I III hereto (the number of shares of TCI Stock and, subject with respect to the adjustments described on Annex I hereto, the amount of cash allocable to the holders of the Company Stock being set forth on Annex I)such holder; (ii) all shares of Company COMPANY Stock that are held by the Company each COMPANY as treasury stock shall be canceled and retired and no shares of TCI VPI Stock or other consideration shall be delivered or paid in exchange therefor; and (iii) each share of Newco NEWCO Stock of each NEWCO issued and outstanding immediately prior to the Effective Time of the each respective Merger, shall, by virtue of the such Merger and without any action on the part of TCIVPI, automatically be converted into one fully paid and non-assessable nonassessable share of common stock of the Surviving Corporation involved in such Merger which shall constitute all of the issued and outstanding shares of common stock of the such Surviving Corporation immediately after the Effective Time of the such Merger, all of which shall be owned by TCI. All TCI VPI Stock received by the Stockholders STOCKHOLDERS pursuant to this Agreement shall, except for restrictions on resale or transfer described in Sections 15 and 16 hereof, have the same rights as all of the other shares of outstanding TCI VPI Stock by reason of the provisions of the Certificate of Incorporation of TCI VPI or as otherwise provided by the Delaware GCL. All TCI voting rights of such VPI Stock received by the Stockholders shall be issued and delivered to the Stockholders free and clear of any liens, claims or encumbrances of any kind or nature. All voting rights of such TCI Stock received by the Stockholders STOCKHOLDERS shall be fully exercisable by the Stockholders STOCKHOLDERS and the Stockholders STOCKHOLDERS shall not be deprived nor restricted in exercising those rights. At the Effective Time of the MergerMergers, TCI VPI shall have no class of capital stock (including preferred stock) issued and outstanding other than the TCI Stock and the Restricted Voting Common VPI Stock.

Manner of Conversion. The manner of converting the shares of (i) outstanding capital stock of the Company ("Company Stock") and (ii) Newco Stock, issued and outstanding immediately prior to the Effective Time of the Merger, respectively, into shares of (x) TCI DocuNet Common Stock and cash and (y) common stock of the Surviving Corporation, respectively, shall be as follows: As of the Effective Time of the Merger: (i) all of the aggregate number of shares of Company Stock issued and outstanding immediately prior to the Effective Time of the Merger, by virtue of the Merger and without any action on the part of the holders holder thereof, automatically shall be converted into and deemed to represent (1) the right to receive (1) the aggregate number of shares of TCI Stock set forth on Annex I hereto and (2) subject to the adjustments described in Annex I hereto, the aggregate amount of cash set forth on Annex I hereto (the number of shares of TCI DocuNet Common Stock and, subject provided in Section 2.9 hereof with respect to such holder and (2) the adjustments described on Annex I hereto, right to receive the amount of cash allocable provided in Section 2.9 hereof with respect to such holder (collectively, the holders of the Company Stock being set forth on Annex I"Merger Consideration"); (ii) all shares of Company Stock that are held by the Company as treasury stock shall be canceled and retired and no shares of TCI DocuNet Common Stock or other consideration shall be delivered or paid in exchange therefor; and (iii) each share of Newco Stock issued and outstanding immediately prior to the Effective Time of the Merger, shall, by virtue of the Merger and without any action on the part of TCIPurchaser, automatically be converted into one fully paid and non-assessable share of common stock of the Surviving Corporation which shall constitute all of the issued and outstanding shares of common stock of the Surviving Corporation immediately after the Effective Time of the Merger, all of which shall be owned by TCI. All TCI DocuNet Common Stock received by the Stockholders Seller pursuant to this Agreement shall, except for restrictions on resale or transfer described in Sections 15 13 and 16 14 hereof, have the same rights as all the other shares of outstanding TCI Stock by reason of the provisions of the Certificate of Incorporation of TCI or as otherwise provided by the Delaware GCL. All TCI Stock received by the Stockholders shall be issued and delivered to the Stockholders free and clear of any liens, claims or encumbrances of any kind or natureDocuNet Common Stock. All voting rights of such TCI DocuNet Common Stock received by the Stockholders Seller shall be fully exercisable by the Stockholders Seller and the Stockholders Seller shall not be deprived nor restricted in exercising those rights. At the Effective Time of the Merger, TCI shall have no class of capital stock issued and outstanding other than the TCI Stock and the Restricted Voting Common Stock.

Manner of Conversion. The manner of converting the shares of (i) outstanding capital stock of the Company ("Company Stock") and (ii) Newco Stock, issued and outstanding immediately prior to the Effective Time of the Merger, respectively, into shares of (x) TCI Pentacon Stock and cash and (yii) outstanding Newco Stock into common stock of the Surviving Corporation, respectively, shall be as follows: As of the Effective Time of the Merger: (i) all of the aggregate number of shares of Company Stock issued and outstanding immediately prior to the Effective Time of the MergerMerger (other than shares of Company Stock subject to the Redemption Agreements), by virtue of the Merger and without any action on the part of the holders holder thereof, automatically shall be converted into and deemed to represent (1) the right to receive (1) the aggregate number of shares of TCI Pentacon Stock set forth on Annex I hereto with respect to such holder and (2) subject the right to receive the adjustments described in Annex I hereto, the aggregate amount of cash set forth on Annex I hereto (the number of shares of TCI Stock and, subject with respect to the adjustments described on Annex I hereto, the amount of cash allocable to the holders of the Company Stock being set forth on Annex I)such holder; (ii) all shares of Company Stock that are held by the Company as treasury stock or which are otherwise issued but not outstanding (including the shares of Company Stock subject to the Redemption Agreements) shall be canceled and retired and shall cease to exist and no shares of TCI Pentacon Stock or other consideration shall be delivered or paid in exchange therefor; and (iii) each share of Newco Stock issued and outstanding immediately prior to the Effective Time of the Merger, shall, by virtue of the Merger and without any action on the part of TCIPentacon, automatically be converted into one fully paid and non-assessable share of common stock of the Surviving Corporation which shall constitute all of the issued and outstanding shares of common stock of the Surviving Corporation immediately after the Effective Time of the Merger, all of which shall be owned by TCI. All TCI Pentacon Stock received by the Stockholders and Other Stockholders pursuant to this Agreement shall, except for restrictions on resale or transfer described in Sections 15 and 16 hereof, have the same rights as all the other shares of outstanding TCI Pentacon Stock by reason of the provisions of the Certificate of Incorporation of TCI Pentacon or as otherwise provided by the Delaware GCL. All TCI Pentacon Stock received by the Stockholders and Other Stockholders shall be issued and delivered to the Stockholders and Other Stockholders free and clear of any liens, claims or encumbrances of any kind or nature. All voting rights of such TCI Pentacon Stock received by the Stockholders and Other Stockholders shall be fully exercisable by the Stockholders and Other Stockholders and the Stockholders and Other Stockholders shall not be deprived nor restricted in exercising those rights. At the Effective Time of the Merger, TCI Pentacon shall have no class of capital stock issued and outstanding other than the TCI Stock and the Restricted Voting Common Pentacon Stock.

Manner of Conversion. The manner of converting the shares of (i) outstanding capital stock of the Company ("Company Stock") and (ii) Newco Stock, issued and outstanding immediately prior to the Effective Time of the Merger, respectively, into shares of (x) TCI Pentacon Stock and cash and (yii) outstanding Newco Stock into common stock of the Surviving Corporation, respectively, shall be as follows: As of the Effective Time of the Merger: (i) all of the aggregate number of shares of Company Stock issued and outstanding immediately prior to the Effective Time of the Merger, by virtue of the Merger and without any action on the part of the holders holder thereof, automatically shall be converted into and deemed to represent (1) the right to receive (1) the aggregate number of shares of TCI Pentacon Stock set forth on Annex I hereto with respect to such holder and (2) subject the right to receive the adjustments described in Annex I hereto, the aggregate amount of cash set forth on Annex I hereto (the number of shares of TCI Stock and, subject with respect to the adjustments described on Annex I hereto, the amount of cash allocable to the holders of the Company Stock being set forth on Annex I)such holder; (ii) all shares of Company Stock that are held by the Company as treasury stock or which are otherwise issued but not outstanding shall be canceled and retired and shall cease to exist and no shares of TCI Pentacon Stock or other consideration shall be delivered or paid in exchange therefor; and (iii) each share of Newco Stock issued and outstanding immediately prior to the Effective Time of the Merger, shall, by virtue of the Merger and without any action on the part of TCIPentacon, automatically be converted into one fully paid and non-assessable share of common stock of the Surviving Corporation which shall constitute all of the issued and outstanding shares of common stock of the Surviving Corporation immediately after the Effective Time of the Merger, all of which shall be owned by TCI. All TCI Pentacon Stock received by the Stockholders and Other Stockholders pursuant to this Agreement shall, except for restrictions on resale or transfer described in Sections 15 and 16 hereof, have the same rights as all the other shares of outstanding TCI Pentacon Stock by reason of the provisions of the Certificate of Incorporation of TCI Pentacon or as otherwise provided by the Delaware GCL. All TCI Pentacon Stock received by the Stockholders and Other Stockholders shall be issued and delivered to the Stockholders and Other Stockholders free and clear of any liens, claims or encumbrances of any kind or nature. All voting rights of such TCI Pentacon Stock received by the Stockholders and Other Stockholders shall be fully exercisable by the Stockholders and Other Stockholders and the Stockholders and Other Stockholders shall not be deprived nor restricted in exercising those rights. At the Effective Time of the Merger, TCI Pentacon shall have no class of capital stock issued and outstanding other than the TCI Stock and the Restricted Voting Common Pentacon Stock.

Manner of Conversion. The manner For purposes of converting the issued and outstanding shares of (i) outstanding capital stock of the Company ("Company Stock") under this Agreement, the stockholders of the Company shall be divided into two classes: (A) the first class being stockholders of the Company who qualify as "accredited investors" under Rule 501(a) of Regulation D promulgated under the 1933 Act ("Accredited Stockholders") and (iiB) Newco Stock, issued and outstanding immediately prior the second class being stockholders of the Company who do not qualify as "accredited investors" under Rule 501(a) of Regulation D promulgated under the 1933 Act ("Non-Accredited Stockholders"). Pursuant to the Effective Time provisions of this Section 2.1, each of the Merger, respectively, into shares of (x) TCI Stock Accredited Stockholders and cash and (y) common stock NonAccredited Stockholders shall receive his or her pro rata share of the Surviving Corporation, respectively, shall be as follows: As Merger Consideration distributed according to the terms of this Section 2.1. (a) At the Effective Time of the Merger: (i) the aggregate number of shares of Company Stock issued and outstanding immediately prior to the Effective Time of the MergerTime, by virtue of the Merger and without any further action on the part of the holders holder thereof, each of the shares of capital stock of the Constituent Corporations shall be automatically canceled, extinguished and converted as follows: (i) each share of issued and outstanding Company Stock owned by an Accredited Stockholder immediately prior to the Effective Time shall be converted into and deemed to represent the right to receive (1A) the aggregate that number of shares of TCI Clarant Common Stock as determined by the appropriate formula set forth on Annex I hereto EXHIBIT 2.1(a), and (2B) subject to the adjustments described in Annex I hereto, the aggregate amount of cash set forth on Annex I hereto (the number of shares of TCI Stock and, subject to the adjustments described on Annex I hereto, the amount of cash allocable to as determined by the holders of the Company Stock being appropriate formula set forth on Annex IEXHIBIT 2.1(a); (ii) all shares each share of issued and outstanding Company Stock owned by a Non-Accredited Stockholder immediately prior to the Effective Time shall be converted into the right to receive the amount of cash as determined by the appropriate formula set forth on EXHIBIT 2.1(a); (iii) each share Company Stock that are held is owned directly or indirectly by the Company as treasury stock shall be canceled and retired and shall cease to exist and no shares stock of TCI Stock Clarant or other consideration shall be delivered or paid in exchange therefor; and (iiiiv) each share of Newco Stock issued and outstanding immediately prior Newco Stock shall continue to the Effective Time of the Merger, shall, by virtue of the Merger be issued and without any action on the part of TCI, automatically outstanding and shall be converted automatically into one share of validly issued, fully paid and non-assessable share common stock in the Surviving Corporation. Each stock certificate of common Newco evidencing ownership of any such shares shall continue to evidence ownership of the shares of capital stock of the Surviving Corporation which shall constitute all of the issued and outstanding shares of common stock of the Surviving Corporation immediately after the Effective Time of the Merger, all of which shall be owned by TCI. converted pursuant to this Agreement. (b) [Reserved] (c) All TCI Clarant Common Stock received by the Stockholders pursuant to this Agreement shall, except for restrictions on resale or transfer described in Sections 15 and 16 hereof, have the same rights as all the other shares of outstanding TCI Clarant Common Stock by reason of the provisions of the Certificate of Incorporation of TCI Clarant or as otherwise provided by the Delaware GCL. All TCI Stock received by the Stockholders shall be issued and delivered to the Stockholders free and clear of any liens, claims or encumbrances of any kind or natureGeneral Corporation Law. All voting rights of such TCI Clarant Common Stock received by the Stockholders shall be fully exercisable by the Stockholders Stockholders, and the Stockholders shall not be deprived nor restricted in exercising those rights. At rights after the Effective Time of the Merger. (d) From and after the Effective Time, TCI all shares of Company Stock, Convertible Securities and Options of the Company shall have no class of capital stock issued longer be outstanding and outstanding other than shall cease to exist, and each certificate or agreement previously representing any such securities shall represent only the TCI Stock and right to receive the Restricted Voting Common Stockconsideration determined according to the formulas provided on EXHIBIT 2.1(a).

Manner of Conversion. The manner of converting the shares of (i) outstanding capital stock of the Company COMPANY ("Company COMPANY Stock") and (ii) Newco NEWCO Stock, issued and outstanding immediately prior to the Effective Time of the Merger, respectively, into shares of (x) TCI HOLDING Stock and cash and (y) common stock of the Surviving Corporation, respectively, shall be as follows: As of the Effective Time of the Merger: (i) all of the aggregate number of shares of Company COMPANY Stock issued and outstanding immediately prior to the Effective Time of the Merger, by virtue of the Merger and without any further action on the part of the holders holder thereof, automatically shall be converted into and deemed to represent represent, with respect to each STOCKHOLDER, (1) the right to receive (1) the aggregate number of shares of TCI HOLDING Stock set forth on Annex I III hereto with respect to such STOCKHOLDER and (2) subject the right to receive the adjustments described in Annex I hereto, the aggregate amount of cash set forth on Annex I III hereto (the number of shares of TCI Stock and, subject with respect to the adjustments described on Annex I hereto, the amount of cash allocable to the holders of the Company Stock being set forth on Annex I)such STOCKHOLDER; (ii) all shares of Company COMPANY Stock that are held by the Company COMPANY as treasury stock shall be canceled and retired and no shares of TCI HOLDING Stock or other consideration shall be delivered or paid in exchange therefor; and; (iii) each share of Newco NEWCO Stock issued and outstanding immediately prior to the Effective Time of the Merger, Merger shall, by virtue of the Merger and without any action on the part of TCIHOLDING, automatically be converted into one fully paid and non-assessable share of common stock of the Surviving Corporation Corporation, which shall constitute all of the issued and outstanding shares of common stock of the Surviving Corporation immediately after the Effective Time of the Merger, all of which shall be owned by TCI. All TCI HOLDING Stock received by the Stockholders STOCKHOLDERS pursuant to this Agreement shall, except for restrictions on resale or transfer described in Sections Section 15 and 16 hereof, have the same rights as all the other shares of outstanding TCI HOLDING Stock by reason of the provisions of the Certificate of Incorporation of TCI HOLDING or as otherwise provided by the Delaware GCL. All TCI voting rights of such HOLDING Stock received by the Stockholders shall be issued and delivered to the Stockholders free and clear of any liens, claims or encumbrances of any kind or nature. All voting rights of such TCI Stock received by the Stockholders STOCKHOLDERS shall be fully exercisable by the Stockholders STOCKHOLDERS, and the Stockholders STOCKHOLDERS shall not be deprived nor restricted in exercising those rights. At the Effective Time of the Merger, TCI HOLDING shall have no class of capital stock issued and outstanding other than the TCI Stock and the Restricted Voting Common HOLDING Stock.

Manner of Conversion. The manner of converting the shares of (i) outstanding capital stock of the Company ("Company Stock") Stock and (ii) Newco Stock, issued and outstanding immediately prior to the Effective Time of the Merger, respectively, into cash and shares of (x) TCI Stock and cash Boots & Xxxxx Stock; and (y) common stock of the Surviving Corporation, respectively, shall be as follows: As of the Effective Time of the Merger: (ia) all of the aggregate number of shares of Company Stock issued and outstanding immediately prior to the Effective Time of the Merger, by virtue of the Merger and without any action on the part of the holders holder thereof, automatically shall be converted into and deemed to represent (1) the right to receive (1) the aggregate number of shares of TCI Boots & Xxxxx Stock set forth on Annex I III hereto with respect to such holder and (2) subject the right to receive the adjustments described in Annex I hereto, the aggregate amount of cash set forth on Annex I III hereto (the number of shares of TCI Stock and, subject with respect to the adjustments described on Annex I hereto, the amount of cash allocable to the holders of the Company Stock being set forth on Annex I)such holder; (iib) all shares of Company Stock that are held by the Company as treasury stock shall be canceled and retired and no shares of TCI Boots & Xxxxx Stock or other consideration shall be delivered or paid in exchange therefor; and (iiic) each share of Newco Stock issued and outstanding immediately prior to the Effective Time of the Merger, shall, by virtue of the Merger and without any action on the part of TCIBoots & Xxxxx, automatically be converted into one fully paid and non-assessable share of common stock of the Surviving Corporation which shall constitute all of the issued and outstanding shares of common stock of the Surviving Corporation immediately after the Effective Time of the Merger, all of which shall be owned by TCI. All TCI Boots & Xxxxx Stock received by the Stockholders pursuant to this Agreement shall, except for restrictions on resale or transfer described in Sections 15 and 16 hereofherein, have the same rights as all the other shares of outstanding TCI Boots & Xxxxx Stock by reason of the provisions of the Certificate of Incorporation of TCI Boots & Xxxxx or as otherwise provided by the Delaware GCLGeneral Corporation Law. All TCI Stock received by the Stockholders shall be issued and delivered to the Stockholders free and clear of any liensExcept for restrictions described herein, claims or encumbrances of any kind or nature. All all voting rights of such TCI Boots & Xxxxx Stock received by the Stockholders shall be fully exercisable by the Stockholders and the Stockholders shall not be deprived nor restricted in exercising those rights. At the Effective Time of the Merger, TCI shall have no class of capital stock issued and outstanding other than the TCI Stock and the Restricted Voting Common Stock.

Manner of Conversion. The manner of converting the shares of (i) outstanding capital stock of the Company ("Company Stock") COMPANY Stock and (ii) Newco Convertible Securities and DAC Stock, issued and outstanding immediately prior to the Effective Time of the Merger, respectively, into shares of (x) TCI Stock and cash and (y) common stock of the Surviving Corporation, respectively, shall be as follows: As of the Effective Time of the Merger: (i) All of the aggregate number of shares of Company COMPANY Stock issued and outstanding immediately prior to the Effective Time of the Merger, by virtue of the Merger and without any action on the part of the holders holder thereof, automatically shall be converted into into, and deemed to represent the right to receive (1) the aggregate represent, that number of shares of TCI ETS Stock determined pursuant to Sections 2.2 and 2.3 hereof. (ii) All Notes shall be converted into an aggregate of 102,629 shares of ETS Stock, subject to adjustment as set forth on Annex I hereto and (2) subject in Section 2.3 hereof. All holders of other Convertible Securities who, prior to the adjustments described Effective Time of the Merger, have not exercised their rights under their respective Convertible Securities to become stockholders of the COMPANY, shall be issued options or warrants in Annex I heretoETS, as the aggregate amount of cash case may be, with substantially the same rights, terms, conditions and obligations as are set forth on Annex I hereto in their respective Convertible Securities (collectively, "ETS Convertible Securities"), except that such ETS Convertible Securities shall provide for the issuance of a number of shares of TCI ETS Stock and, subject determined pursuant to the adjustments described on Annex I hereto, the amount of cash allocable to the holders of the Company Stock being set forth on Annex I); (ii) all shares of Company Stock that are held by the Company as treasury stock shall be canceled Sections 2.2 and retired and no shares of TCI Stock or other consideration shall be delivered or paid in exchange therefor; and2.3 hereof. (iii) each share All shares of Newco DAC Stock issued and outstanding immediately prior to the Effective Time of the Merger, Merger shall, by virtue of the Merger and without any action on the part of TCIthe holder thereof or any Constituent Corporation, automatically be converted into one fully paid into, and non-assessable share deemed to represent, an equal number of common stock shares of Common Stock of the Surviving Corporation which COMPANY, such that the COMPANY shall constitute all be a wholly-owned subsidiary of ETS. (iv) All ETS Stock received by the stockholders of the issued and outstanding shares COMPANY (the "STOCKHOLDERS") as of common stock of the Surviving Corporation immediately after the Effective Time of the Merger, all of which shall be owned by TCI. All TCI Stock received by the Stockholders pursuant to this Agreement Merger shall, except for restrictions on resale or transfer described in Sections Section 15 and 16 hereof, have the same rights as all the other shares of outstanding TCI Stock by reason of the provisions of the Certificate of Incorporation of TCI or as otherwise provided by the Delaware GCL. All TCI Stock received by the Stockholders shall be issued and delivered to the Stockholders free and clear of any liens, claims or encumbrances of any kind or natureETS Stock. All voting rights of such TCI ETS Stock received by the Stockholders STOCKHOLDERS shall be fully exercisable by the Stockholders STOCKHOLDERS and the Stockholders STOCKHOLDERS shall not be deprived nor restricted in exercising those rights. At the Effective Time of the Merger, TCI shall have no class of capital stock issued and outstanding other than the TCI Stock and the Restricted Voting Common Stock.

Manner of Conversion. The manner For purposes of converting the shares issued and outstanding units of (i) outstanding capital stock of membership interests in the Company ("Company StockUnits") under this Agreement, the unit holders of the Company shall be divided into two classes: (A) the first class being unit holders of the Company who qualify as "accredited investors" under Rule 501(a) of Regulation D promulgated under the 1933 Act ("Accredited Holders") and (iiB) Newco Stock, issued and outstanding immediately prior the second class being unit holders of the Company who do not qualify as "accredited investors" under Rule 501(a) of Regulation D promulgated under the 1933 Act ("Non-accredited Holders"). Pursuant to the Effective Time provisions of this Section 2.1, each of the Merger, respectively, into shares of (x) TCI Stock Accredited Holders and cash and (y) common stock Non-accredited Holders shall receive his or her pro rata share of the Surviving Corporation, respectively, shall be as follows: As Merger Consideration distributed according to the terms of this Section 2.1. (a) At the Effective Time of the Merger: (i) the aggregate number of shares of Company Stock issued and outstanding immediately prior to the Effective Time of the MergerTime, by virtue of the Merger and without any further action on the part of the holders holder thereof, each of the membership interests of the Constituent Corporations shall be automatically canceled, extinguished and converted as follows: (i) each issued and outstanding Company Unit owned by an Accredited Holder immediately prior to the Effective Time shall be converted into and deemed to represent the right to receive (1A) the aggregate that number of shares of TCI Clarant Common Stock as determined by the appropriate formula set forth on Annex I hereto EXHIBIT 2.1(A), and (2B) subject to the adjustments described in Annex I hereto, the aggregate amount of cash set forth on Annex I hereto (the number of shares of TCI Stock and, subject to the adjustments described on Annex I hereto, the amount of cash allocable to as determined by the holders of the Company Stock being appropriate formula set forth on Annex IEXHIBIT 2.1(A); (ii) all shares each issued and outstanding Company Unit owned by a Non-accredited Holder immediately prior to the Effective Time shall be converted into the right to receive the amount of cash as determined by the appropriate formula set forth on EXHIBIT 2.1(A); (iii) each Company Stock Unit that are held is owned directly or indirectly by the Company as treasury stock shall be canceled and retired and shall cease to exist and no shares stock of TCI Stock Clarant or other consideration shall be delivered or paid in exchange therefor; and (iiiiv) each share of Newco Stock issued and outstanding immediately prior membership interest of Newco shall continue to the Effective Time of the Merger, shall, by virtue of the Merger be issued and without any action on the part of TCI, automatically outstanding and shall be converted automatically into one an equivalent validly issued, fully paid and non-assessable share membership interest in the Surviving Company. Each certificate of common stock Newco evidencing ownership of any such membership interests shall evidence ownership of the membership interests of the Surviving Corporation which shall constitute all of the issued and outstanding shares of common stock of the Surviving Corporation immediately after the Effective Time of the Merger, all of which shall be owned by TCI. Company converted pursuant to this Agreement. (b) [Reserved] (c) All TCI Clarant Common Stock received by the Stockholders Members pursuant to this Agreement shall, except for restrictions on resale or transfer described in Sections 15 and 16 hereof, have the same rights as all the other shares of outstanding TCI Clarant Common Stock by reason of the provisions of the Certificate of Incorporation of TCI Clarant or as otherwise provided by the Delaware GCL. All TCI Stock received by the Stockholders shall be issued and delivered to the Stockholders free and clear of any liens, claims or encumbrances of any kind or natureGeneral Corporation Law. All voting rights of such TCI Clarant Common Stock received by the Stockholders Members shall be fully exercisable by the Stockholders Members, and the Stockholders Members shall not be deprived nor restricted in exercising those rights. At rights after the Effective Time of the Merger. (d) From and after the Effective Time, TCI all Company Units, Convertible Securities and Options of the Company shall have no class of capital stock issued longer be outstanding and outstanding other than shall cease to exist, and each certificate or agreement previously representing any such securities shall represent only the TCI Stock and right to receive the Restricted Voting Common Stockconsideration determined according to the formulas provided on EXHIBIT 2.1(A).

Manner of Conversion. The manner For purposes of converting the issued and outstanding shares of (i) outstanding capital stock of the Company ("Company Stock") under this Agreement, the stockholders of the Company shall be divided into two classes: (A) the first class being stockholders of the Company who qualify as "accredited investors" under Rule 501(a) of Regulation D promulgated under the 1933 Act ("Accredited Stockholders") and (iiB) Newco Stock, issued and outstanding immediately prior the second class being stockholders of the Company who do not qualify as "accredited investors" under Rule 501(a) of Regulation D promulgated under the 1933 Act ("Non-accredited Stockholders"). Pursuant to the Effective Time provisions of this Section 2.1, each of the Merger, respectively, into shares of (x) TCI Stock Accredited Stockholders and cash and (y) common stock Non-accredited Stockholders shall receive his or her pro rata share of the Surviving Corporation, respectively, shall be as follows: As Merger Consideration distributed according to the terms of this Section 2.1. (a) At the Effective Time of the Merger: (i) the aggregate number of shares of Company Stock issued and outstanding immediately prior to the Effective Time of the MergerTime, by virtue of the Merger and without any further action on the part of the holders holder thereof, each of the shares of capital stock of the Constituent Corporations shall be automatically canceled, extinguished and converted as follows: (i) each share of issued and outstanding Company Stock owned by an Accredited Stockholder immediately prior to the Effective Time shall be converted into and deemed to represent the right to receive (1A) the aggregate that number of shares of TCI Clarant Common Stock as determined by the appropriate formula set forth on Annex I hereto EXHIBIT 2.1(a), and (2B) subject to the adjustments described in Annex I hereto, the aggregate amount of cash set forth on Annex I hereto (the number of shares of TCI Stock and, subject to the adjustments described on Annex I hereto, the amount of cash allocable to as determined by the holders of the Company Stock being appropriate formula set forth on Annex IEXHIBIT 2.1(a); (ii) all shares each share of issued and outstanding Company Stock owned by an Non-accredited Stockholder immediately prior to the Effective Time shall be converted into the right to receive the amount of cash as determined by the appropriate formula set forth on EXHIBIT 2.1(a); (iii) each share Company Stock that are held is owned directly or indirectly by the Company as treasury stock shall be canceled and retired and shall cease to exist and no shares stock of TCI Stock Clarant or other consideration shall be delivered or paid in exchange therefor; and (iiiiv) each share of Newco Stock issued and outstanding immediately prior Newco Stock shall continue to the Effective Time of the Merger, shall, by virtue of the Merger be issued and without any action on the part of TCI, automatically outstanding and shall be converted automatically into one share of validly issued, fully paid and non-assessable share common stock in the Surviving Corporation. Each stock certificate of common Newco evidencing ownership of any such shares shall continue to evidence ownership of the shares of capital stock of the Surviving Corporation which shall constitute all of the issued and outstanding shares of common stock of the Surviving Corporation immediately after the Effective Time of the Merger, all of which shall be owned by TCI. converted pursuant to this Agreement. (b) [Reserved] (c) All TCI Clarant Common Stock received by the Stockholders pursuant to this Agreement shall, except for restrictions on resale or transfer described in Sections 15 and 16 hereof, have the same rights as all the other shares of outstanding TCI Clarant Common Stock by reason of the provisions of the Certificate of Incorporation of TCI Clarant or as otherwise provided by the Delaware GCL. All TCI Stock received by the Stockholders shall be issued and delivered to the Stockholders free and clear of any liens, claims or encumbrances of any kind or natureGeneral Corporation Law. All voting rights of such TCI Clarant Common Stock received by the Stockholders shall be fully exercisable by the Stockholders Stockholders, and the Stockholders shall not be deprived nor restricted in exercising those rights. At rights after the Effective Time of the Merger. (d) From and after the Effective Time, TCI all shares of Company Stock, Convertible Securities and Options of the Company shall have no class of capital stock issued longer be outstanding and outstanding other than shall cease to exist, and each certificate or agreement previously representing any such securities shall represent only the TCI Stock and right to receive the Restricted Voting Common Stockconsideration determined according to the formulas provided on EXHIBIT 2.1(a).

Manner of Conversion. The manner of converting the shares of (i) outstanding capital stock of the Company each COMPANY (collectively "Company COMPANY Stock") and (ii) Newco NEWCO Stock, issued and outstanding immediately prior to the Effective Time of the MergerMergers, respectively, into shares of (x) TCI VPI Stock and cash and (y) common stock of the Surviving CorporationCorporations, respectively, shall be as follows: As of the Effective Time of the Merger: (i) all of the aggregate number of shares of Company COMPANY Stock of each COMPANY issued and outstanding immediately prior to the Effective Time of the each respective Merger, by virtue of the such Merger and without any action on the part of the holders holder thereof, automatically shall be converted into and deemed to represent (l) the right to receive (1) the aggregate number of fully paid and nonassessable shares of TCI VPI Stock set forth on Annex I III hereto with respect to such holder and (2) the right to receive the amount of cash, subject to the adjustments described in Annex I heretoadjustment pursuant to Section 3.3 hereof, the aggregate amount of cash set forth on Annex I III hereto (the number of shares of TCI Stock and, subject with respect to the adjustments described on Annex I hereto, the amount of cash allocable to the holders of the Company Stock being set forth on Annex I)such holder; (ii) all shares of Company COMPANY Stock that are held by the Company each COMPANY as treasury stock shall be canceled and retired and no shares of TCI VPI Stock or other consideration shall be delivered or paid in exchange therefor; and (iii) each share of Newco NEWCO Stock of each NEWCO issued and outstanding immediately prior to the Effective Time of the each respective Merger, shall, by virtue of the such Merger and without any action on the part of TCIVPI, automatically be converted into one fully paid and non-assessable nonassessable share of common stock of the Surviving Corporation involved in such Merger which shall constitute all of the issued and outstanding shares of common stock of the such Surviving Corporation immediately after the Effective Time of the such Merger, all of which shall be owned by TCI. All TCI VPI Stock received by the Stockholders STOCKHOLDERS pursuant to this Agreement shall, except for restrictions on resale or transfer described in Sections 15 and 16 hereof, have the same rights as all of the other shares of outstanding TCI VPI Stock by reason of the provisions of the Certificate of Incorporation of TCI VPI or as otherwise provided by the Delaware GCL. All TCI voting rights of such VPI Stock received by the Stockholders shall be issued and delivered to the Stockholders free and clear of any liens, claims or encumbrances of any kind or nature. All voting rights of such TCI Stock received by the Stockholders STOCKHOLDERS shall be fully exercisable by the Stockholders STOCKHOLDERS and the Stockholders STOCKHOLDERS shall not be deprived nor restricted in exercising those rights. At the Effective Time of the MergerMergers, TCI VPI shall have no class of capital stock (including preferred stock) issued and outstanding other than the TCI Stock and the Restricted Voting Common VPI Stock.

Manner of Conversion. The manner For purposes of converting the issued and outstanding shares of (i) outstanding capital stock of the Company ("Company Stock") under this Agreement, the Stockholders shall be divided into two classes: (A) the first class being Stockholders who qualify as "accredited investors" under Rule 501(a) of Regulation D promulgated under the 1933 Act ("Accredited Stockholders") and (iiB) Newco Stock, issued and outstanding immediately prior the second class being Stockholders who do not qualify as "accredited investors" under Rule 501(a) of Regulation D promulgated under the 1933 Act ("Non-accredited Stockholders"). Pursuant to the Effective Time provisions of this Section 2.1, each of the Merger, respectively, into shares of (x) TCI Stock Accredited Stockholders and cash and (y) common stock Non-accredited Stockholders shall receive his or her pro rata share of the Surviving Corporation, respectively, shall be as follows: As Merger Consideration distributed according to the terms of this Section 2.1. (a) At the Effective Time of the Merger: (i) the aggregate number of shares of Company Stock issued and outstanding immediately prior to the Effective Time of the MergerTime, by virtue of the Merger and without any further action on the part of the holders holder thereof, each of the shares of capital stock or membership interests as the case may be, of the Constituent Corporations shall be automatically canceled, extinguished and converted or otherwise treated as follows: (i) each share of issued and outstanding Company Stock owned by an Accredited Stockholder immediately prior to the Effective Time shall be converted into and deemed to represent the right to receive (1A) the aggregate that number of shares of TCI Clarant Common Stock as set forth on Annex I hereto EXHIBIT 2.1(a), and (2B) subject to the adjustments described in Annex I hereto, the aggregate amount of cash set forth on Annex I hereto (the number of shares of TCI Stock and, subject to the adjustments described on Annex I hereto, the amount of cash allocable to the holders of the Company Stock being as set forth on Annex IEXHIBIT 2.1(a); (ii) all shares each share of issued and outstanding Company Stock owned by an Non-accredited Stockholder immediately prior to the Effective Time shall be converted into the right to receive the amount of cash as set forth on EXHIBIT 2.1(a); (iii) each share Company Stock that are held is owned directly or indirectly by the Company as treasury stock shall be canceled and retired and shall cease to exist and no shares stock of TCI Stock Clarant or other consideration shall be delivered or paid in exchange therefor; and (iiiiv) each share of Newco Stock issued and outstanding immediately prior Newco Stock shall continue to the Effective Time of the Merger, shall, by virtue of the Merger be issued and without any action on the part of TCI, automatically outstanding and shall be converted automatically into one share of validly issued, fully paid and non-assessable share common stock in the Surviving Corporation. Each stock certificate of common Newco evidencing ownership of any such shares shall evidence ownership of the shares of capital stock of the Surviving Corporation which shall constitute all of the converted pursuant to this Agreement. (v) each issued and outstanding shares of common stock membership interest of the Surviving Corporation immediately after Subsidiary shall continue to be issued and outstanding without change, except that Clarant shall become the Effective Time owner of the Merger, all of which shall be owned by TCI. Grant Interest. (b) [Reserved] (c) All TCI Clarant Common Stock received by the Stockholders pursuant to this Agreement shall, except for restrictions on resale or transfer described in Sections 15 and 16 hereof, have the same rights as all the other shares of outstanding TCI Clarant Common Stock by reason of the provisions of the Certificate of Incorporation of TCI Clarant or as otherwise provided by the Delaware GCL. All TCI Stock received by the Stockholders shall be issued and delivered to the Stockholders free and clear of any liens, claims or encumbrances of any kind or natureGeneral Corporation Law. All voting rights of such TCI Clarant Common Stock received by the Stockholders shall be fully exercisable by the Stockholders Stockholders, and the Stockholders shall not be deprived nor restricted in exercising those rights. At rights after the Effective Time of the Merger. (d) From and after the Effective Time, TCI all shares of Company Stock, Convertible Securities and Options of the Company shall have no class of capital stock issued longer be outstanding and outstanding other than shall cease to exist, and each certificate or agreement previously representing any such securities shall represent only the TCI Stock and right to receive the Restricted Voting Common Stockconsideration determined according to the formulas provided on EXHIBIT 2.1(a).

Manner of Conversion. The manner of converting the shares of (i) outstanding capital stock of the Company ("Company Stock") COMPANY Stock and (ii) Newco Stock, the NEWCO Stock (of each NEWCO) issued and outstanding immediately prior to the Effective Time of the MergerMergers, respectively, into shares of (x) TCI PC Stock and cash and (y) common stock of the Surviving CorporationCorporations, respectively, shall be as follows: As of the Effective Time of the Merger: (i) all of the aggregate number of shares of Company COMPANY Stock issued and outstanding immediately prior to the Effective Time of the Merger, by virtue of the Merger and without any action on the part of the holders holder thereof, automatically shall be converted into and deemed to represent the right to receive (1) the aggregate that number of shares of TCI PC Stock set forth on Annex I III hereto and (2) subject the right to receive the adjustments described in Annex I hereto, the aggregate amount of cash set forth on Annex I III hereto. Such amounts of cash and shares as set forth on Annex III hereto (as of the date hereof are final and shall not change hereafter regardless of the number of shares sold in the IPO or the offering price of TCI Stock and, subject to the adjustments described on Annex I hereto, the amount of cash allocable to the holders of the Company Stock being set forth on Annex I)such shares; (ii) all shares of Company COMPANY Stock that are held by the Company SPI or SPDI as treasury stock shall be canceled and retired and no shares of TCI PC Stock or other consideration shall be delivered or paid in exchange therefor; and (iii) with respect to each NEWCO, each share of Newco NEWCO Stock issued and outstanding immediately prior to the Effective Time of the Merger, Mergers shall, by virtue of the Merger Mergers and without any action on the part of TCIPC, automatically be converted into one fully paid and non-assessable share of common stock of the respective Surviving Corporation into which such NEWCO was merged, which shall constitute all of the issued and outstanding shares of common stock of the such Surviving Corporation immediately after the Effective Time of the Merger, all of which shall be owned by TCIMergers. All TCI PC Stock received by the Stockholders STOCKHOLDER pursuant to this Agreement shall, except for restrictions on resale or transfer described in Sections 15 and 16 hereof, have the same rights as all the other shares of outstanding TCI PC Stock by reason of the provisions of the Certificate of Incorporation of TCI PC or as otherwise provided by the Delaware GCL. All TCI voting rights of such PC Stock received by the Stockholders shall be issued and delivered to the Stockholders free and clear of any liens, claims or encumbrances of any kind or nature. All voting rights of such TCI Stock received by the Stockholders STOCKHOLDER shall be fully exercisable by the Stockholders STOCKHOLDER and the Stockholders STOCKHOLDER shall not be deprived nor restricted in exercising those rights. At the Effective Time of the MergerMergers, TCI PC shall have no class of capital stock issued and outstanding other than the TCI Stock and the Restricted Voting Common PC Stock.

Manner of Conversion. The manner of converting the shares of (i) outstanding capital stock of the Company COMPANY ("Company COMPANY Stock") and (ii) Newco NEWCO Stock, in each case issued and outstanding immediately prior to the Effective Time of the Merger, respectively, into shares of (x) TCI ITP Stock and cash and (y) common stock of the Surviving Corporation, respectively, shall be as follows: As of the Effective Time of the Merger: (ia) all of the aggregate number of shares of Company COMPANY Stock issued and outstanding immediately prior to the Effective Time of the MergerMerger will be canceled and extinguished and, by virtue of the Merger and without any action on the part of the holders holder thereof, automatically shall be converted into and deemed to represent represent, with respect to each STOCKHOLDER, (1) the right to receive (1) the aggregate number of shares of TCI ITP Stock set forth on Annex I III hereto and with respect to such STOCKHOLDER; (2) subject the right to receive the adjustments described in Annex I hereto, the aggregate amount of cash set forth on Annex I III hereto with respect to such STOCKHOLDER; and (the number of shares of TCI Stock and, 3) subject to the adjustments described on Annex I heretoprovisions of Section 3.2 hereof, the amount of cash allocable right to receive the holders of the Company Stock being Additional Merger Consideration set forth on Annex I)III with respect to such STOCKHOLDER; (iib) all shares of Company COMPANY Stock that are held by the Company COMPANY as treasury stock stock, if any, shall be canceled and retired and no shares of TCI ITP Stock or other consideration shall be delivered or paid in exchange therefor; and (iiic) each share of Newco NEWCO Stock issued and outstanding immediately prior to the Effective Time of the Merger, Merger shall, by virtue of the Merger and without any action on the part of TCIITP, automatically be converted into one fully paid and non-assessable share of common stock of the Surviving Corporation Corporation, which shall constitute all of the issued and outstanding shares of common stock of the Surviving Corporation immediately after the Effective Time of the Merger, all of which shall be owned by TCI. All TCI ITP Stock received by the Stockholders STOCKHOLDERS pursuant to this Agreement shall, except for restrictions on resale or transfer described in Sections 15 and 16 hereof, have the same rights as all the other shares of outstanding TCI ITP Stock by reason of the provisions of (as set forth in the Certificate of Incorporation of TCI ITP or as otherwise provided by the Delaware GCL. All TCI Stock received by the Stockholders shall be issued and delivered to the Stockholders free and clear of any liens, claims or encumbrances of any kind or nature. All voting rights of such TCI Stock received by the Stockholders shall be fully exercisable by the Stockholders and the Stockholders shall not be deprived nor restricted in exercising those rights. At the Effective Time of the Merger, TCI shall have no class of capital stock issued and outstanding other than the TCI Stock and the Restricted Voting Common StockLaw).

Manner of Conversion. The manner For purposes of converting the issued and outstanding shares of (i) outstanding capital stock of the Company ("Company Stock") under this Agreement, the stockholders of the Company shall be divided into two classes: (A) the first class being stockholders of the Company who qualify as "accredited investors" under Rule 501(a) of Regulation D promulgated under the 1933 Act ("Accredited Stockholders") and (iiB) Newco Stock, issued and outstanding immediately prior the second class being stockholders of the Company who do not qualify as "accredited investors" under Rule 501(a) of Regulation D promulgated under the 1933 Act ("Non-accredited Stockholders"). Pursuant to the Effective Time provisions of this Section 2.1, each of the Merger, respectively, into shares of (x) TCI Stock Accredited Stockholders and cash and (y) common stock Nonaccredited Stockholders shall receive his or her pro rata share of the Surviving Corporation, respectively, shall be as follows: As Merger Consideration distributed according to the terms of this Section 2.1. (a) At the Effective Time of the Merger: (i) the aggregate number of shares of Company Stock issued and outstanding immediately prior to the Effective Time of the MergerTime, by virtue of the Merger and without any further action on the part of the holders holder thereof, each of the shares of capital stock of the Constituent Corporations shall be automatically canceled, extinguished and converted as follows: (i) each share of issued and outstanding Company Stock owned by an Accredited Stockholder immediately prior to the Effective Time shall be converted into and deemed to represent the right to receive (1A) the aggregate that number of shares of TCI Clarant Common Stock as determined by the appropriate formula set forth on Annex I hereto EXHIBIT 2.1(a), and (2B) subject to the adjustments described in Annex I hereto, the aggregate amount of cash set forth on Annex I hereto (the number of shares of TCI Stock and, subject to the adjustments described on Annex I hereto, the amount of cash allocable to as determined by the holders of the Company Stock being appropriate formula set forth on Annex IEXHIBIT 2.1(a); (ii) all shares each share of issued and outstanding Company Stock owned by a Non-accredited Stockholder immediately prior to the Effective Time shall be converted into the right to receive the amount of cash as determined by the appropriate formula set forth on EXHIBIT 2.1(a); (iii) each share Company Stock that are held is owned directly or indirectly by the Company as treasury stock shall be canceled and retired and shall cease to exist and no shares stock of TCI Stock Clarant or other consideration shall be delivered or paid in exchange therefor; and (iiiiv) each share of Newco Stock issued and outstanding immediately prior Newco Stock shall continue to the Effective Time of the Merger, shall, by virtue of the Merger be issued and without any action on the part of TCI, automatically outstanding and shall be converted automatically into one share of validly issued, fully paid and non-assessable share common stock in the Surviving Corporation. Each stock certificate of common Newco evidencing ownership of any such shares shall continue to evidence ownership of the shares of capital stock of the Surviving Corporation which shall constitute all converted pursuant to this Agreement. (b) At the Effective Time, as required by the Company's Option Plan, each of the issued and outstanding shares of common stock of the Surviving Corporation immediately after the Effective Time of the Merger, all of which Options shall be owned treated as follows: (i) each exercisable Option, as set forth on SCHEDULE 5.3, shall be converted into the right to receive the amount of cash as determined by TCI. the appropriate formula set forth on EXHIBIT 2.1(a) and (ii) each Option not exercisable shall be automatically canceled and extinguished and shall cease to exist and no option of Clarant stock or other consideration shall be delivered in exchange therefor. (c) All TCI Clarant Common Stock received by the Accredited Stockholders pursuant to this Agreement shall, except for restrictions on resale or transfer described in Sections 15 and 16 hereof, have the same rights as all the other shares of outstanding TCI Clarant Common Stock by reason of the provisions of the Certificate of Incorporation of TCI Clarant or as otherwise provided by the Delaware GCL. All TCI Stock received by the Stockholders shall be issued and delivered to the Stockholders free and clear of any liens, claims or encumbrances of any kind or natureGeneral Corporation Law. All voting rights of such TCI Clarant Common Stock received by the Accredited Stockholders shall be fully exercisable by the Stockholders Accredited Stockholders, and the Accredited Stockholders shall not be deprived nor restricted in exercising those rights. At rights after the Effective Time of the Merger. (d) From and after the Effective Time, TCI all shares of Company Stock, Convertible Securities and Options of the Company shall have no class longer be outstanding and shall cease to exist, and each certificate or agreement previously representing any such securities shall represent only the right to receive the consideration determined according to the formulas provided on EXHIBIT 2.1(a). (e) At the Closing, Clarant shall withhold from Cash Consideration payable to the Accredited Stockholders and Non-Accredited Stockholders as follows: (i) The amount of capital stock issued set forth on EXHIBIT 2.1(e) necessary to satisfy in full the broker fee obligation ("Broker Fee") set forth on SCHEDULE 5.33; (ii) The amount of cash the Preferred Stockholder is entitled to receive immediately prior to the Effective Time, as determined according to on EXHIBIT 2.1(e), in satisfaction of the Redemption; (iii) The amount of cash the Lender is entitled to receive immediately prior to the Effective Time, as determined according to on EXHIBIT 2.1(e), in satisfaction of all outstanding debt and outstanding other than accrued interest owed to the TCI Stock Lender pursuant to the that certain Master Borrowing Agreement by and between Free Range Media, Inc. and Xxxx X. Xxxxxx (the "Lender") dated March 4, 1997 (the "Promissory Note"). The Redemption, the Promissory Note, and the Restricted Voting Common StockBroker Fee are referred to collectively as the "Payment Obligations". At or prior to the Closing, the Company may reallocate the amounts withheld from the Cash Consideration among the categories specified in clauses (i) - (iii) of this Section 2.1(e) as necessary; PROVIDED, HOWEVER, that the Broker Fee and the Promissory Note shall be paid in full and all shares of the preferred stock shall be redeemed; PROVIDED FURTHER, HOWEVER, that in no event shall any changes to the application of the Cash Consideration increase the amount of the Cash Consideration. (f) At the Closing, Clarant shall deliver to the Surviving Corporation the amount of cash equal to the Payment Obligations.

Manner of Conversion. The manner of converting the shares of (i) outstanding capital stock of the Company ("Company Stock") and (ii) Newco Stock, FLOWTRAD -------------------- Stock issued and outstanding immediately prior to the Merger Effective Time of the Merger, respectively, Date into cash and shares of (x) TCI USFLORAL Stock and cash and (y) common stock of the Surviving Corporation, respectively, shall be as follows: As of the Merger Effective Time of the MergerDate: (i) all of the aggregate number of shares of Company FLOWTRAD Stock issued and outstanding immediately prior to the Merger Effective Time of the MergerDate shall, by virtue of the Merger and without any action on the part of the holders holder thereof, automatically shall be converted into that number of shares of USFLORAL Stock and deemed to represent the right to receive (1) cash from USFLORAL as determined pursuant to Section 2.2 below, all to be distributed to STOCKHOLDERS in the aggregate number of shares of TCI Stock percentages set forth on Annex I hereto II and (2) subject to at the adjustments described times specified in Annex I hereto, the aggregate amount of cash set forth on Annex I hereto (the number of shares of TCI Stock Section 5 hereof; and, subject to the adjustments described on Annex I hereto, the amount of cash allocable to the holders of the Company Stock being set forth on Annex I); (ii) all shares of Company Stock that are held by the Company as treasury stock shall be canceled and retired and no shares of TCI Stock or other consideration shall be delivered or paid in exchange therefor; and (iii) each share of Newco NEWCO Stock issued and outstanding immediately prior to the Effective Time of the Merger, Merger Effective Date shall, by virtue of the Merger and without any action on the part of TCIthe holder thereof, automatically be converted into one fully paid and non-assessable share of common stock of the Surviving Corporation which shall constitute all of the issued and outstanding shares of common stock of the said Surviving Corporation immediately after the Merger Effective Time Date. All USFLORAL Stock to be received by STOCKHOLDERS as a result of the Merger, all of which shall be owned by TCI. All TCI Stock received by the Stockholders pursuant to this Agreement Merger shall, except for restrictions on resale or transfer described in Sections 15 and Section 16 hereof, have the same rights as all the other shares of outstanding TCI Stock by reason of the provisions of the Certificate of Incorporation of TCI or as otherwise provided by the Delaware GCL. All TCI Stock received by the Stockholders shall be issued and delivered to the Stockholders free and clear of any liens, claims or encumbrances of any kind or natureUSFLORAL Stock. All voting rights of such TCI Stock received by the Stockholders shall be are fully exercisable by the Stockholders STOCKHOLDERS and the Stockholders shall not be STOCKHOLDERS are neither deprived nor restricted in exercising those rights. At the Merger Effective Time of the MergerDate, TCI USFLORAL shall have no class of capital stock issued and outstanding other than which shall have any rights or preferences senior to the TCI Stock and shares of USFLORAL Stock, including, without limitation, any rights or preferences as to dividends or as to the Restricted Voting Common Stockassets of USFLORAL upon liquidation or dissolution or as to voting rights.

Manner of Conversion. The manner of converting the shares of (i) outstanding capital stock of the -------------------- Company ("Company Stock") and (ii) Newco Stock, Stock issued and outstanding immediately prior to the Merger Effective Time of the Merger, respectively, Date into cash and shares of (x) TCI Stock and cash and (y) common stock of the Surviving CorporationUSFloral, respectively$0.001 par value ("USFloral Stock"), shall be as follows: As of the Merger Effective Time of the MergerDate: (i) all of the aggregate number of shares of Company Stock issued and outstanding immediately prior to the Merger Effective Time of the MergerDate shall, by virtue of the Merger and without any action on the part of the holders holder thereof, automatically shall be converted into and deemed to represent the right to receive (1) cash from USFloral in the aggregate number of shares of TCI Stock amount set forth on Annex I II attached hereto and (2) subject the Earn Out Consideration pursuant to Section 11.7 hereof, all to be distributed to the adjustments described Stockholder at the times specified in Annex I hereto, the aggregate amount of cash set forth on Annex I hereto (the number of shares of TCI Stock and, subject to the adjustments described on Annex I hereto, the amount of cash allocable to the holders of the Company Stock being set forth on Annex I); (ii) all shares of Company Stock that are held by the Company as treasury stock shall be canceled Section 5 and retired and no shares of TCI Stock or other consideration shall be delivered or paid in exchange thereforSection 11.7 hereof; and (iiiii) each share of Newco Stock issued and outstanding immediately prior to the Merger Effective Time of the Merger, Date shall, by virtue of the Merger and without any action on the part of TCIthe holder thereof, automatically be converted into one fully paid and non-assessable share of common stock of the Surviving Corporation which shall constitute all of the issued and outstanding shares of common stock of the Surviving Corporation immediately after the Merger Effective Time of the Merger, all of which shall be owned by TCIDate. All TCI USFloral Stock to be received by the Stockholders pursuant to this Agreement Stockholder as a result of the Merger shall, except for restrictions on resale or transfer described in Sections 15 and Section 16 hereof, have the same rights as all the other shares majority of outstanding TCI Stock by reason of the provisions of the Certificate of Incorporation of TCI or as otherwise provided by the Delaware GCL. All TCI Stock received by the Stockholders shall be issued and delivered to the Stockholders free and clear of any liens, claims or encumbrances of any kind or natureUSFloral Stock. All voting rights of such TCI Stock received by the Stockholders shall be are fully exercisable by the Stockholders Stockholder and the Stockholders shall not be Stockholder is neither deprived nor restricted in exercising those rights. At the Merger Effective Time of the MergerDate, TCI USFloral shall have no class of capital stock issued and outstanding other than which shall have any rights or preferences senior to the TCI Stock and shares of USFloral Stock, including, without limitation, any rights or preferences as to dividends or as to the Restricted Voting Common Stockassets of USFloral upon liquidation or dissolution or as to voting rights.

Manner of Conversion. The manner of converting the shares of (ia) outstanding capital stock of the Company ("Company Stock") Stock and (iib) Newco Stock, each as issued and outstanding immediately prior to the Effective Time of the Merger, respectively, into (i) FYI Stock and (ii) shares of (x) TCI Stock and cash and (y) common stock Common Stock, $.01 par value per share, of the Surviving Corporation, respectively, shall be as follows: As of the Effective Time of the Merger: (ia) All of the aggregate number of shares of the Company Stock issued and outstanding immediately prior to the Effective Time of the Merger, by virtue of the Merger and without any action on the part of the holders holder thereof, automatically shall be converted into and deemed to represent the right to receive (1) the aggregate that number of shares of TCI FYI Stock set forth on Annex I hereto and (2) subject determined pursuant to Section 2.2 below, such shares to be distributed to the adjustments described Shareholders as provided in Annex I II hereto, the aggregate amount of cash set forth on Annex I hereto (the number of shares of TCI Stock and, subject to the adjustments described on Annex I hereto, the amount of cash allocable to the holders of the Company Stock being set forth on Annex I); (iib) all All shares of the Company Stock that are held by the Company as treasury stock (as defined in Section 5) shall be canceled cancelled and retired and no shares of TCI FYI Stock or other consideration shall be delivered or paid in exchange therefor; and and (iiic) each Each share of Newco Stock issued and outstanding immediately prior to the Effective Time of the Merger, Merger shall, by virtue of the Merger and without any action on the part of TCIFYI, automatically be converted into one fully paid and non-assessable share of common stock Common Stock of the Surviving Corporation which that shall constitute all of the issued and outstanding shares of common stock Common Stock of the Surviving Corporation immediately after the Effective Time of the Merger, all of which shall be owned by TCI. All TCI Stock received by the Stockholders pursuant to this Agreement shall, except for restrictions on resale or transfer described in Sections 15 and 16 hereof, have the same rights as all the other shares of outstanding TCI Stock by reason of the provisions of the Certificate of Incorporation of TCI or as otherwise provided by the Delaware GCL. All TCI Stock received by the Stockholders shall be issued and delivered to the Stockholders free and clear of any liens, claims or encumbrances of any kind or nature. All voting rights of such TCI FYI Stock received by the Stockholders Shareholders shall be fully exercisable by the Stockholders Shareholders, and the Stockholders Shareholders shall not be deprived nor restricted in exercising those rights. At the Effective Time of the Merger, TCI FYI shall have no class of capital stock issued and outstanding other than which, as a class, shall have any rights or preferences senior to the TCI shares of FYI Stock and received by the Restricted Voting Common StockShareholders, including, without limitation, any rights or preferences as to dividends or as to the assets of FYI upon liquidation or dissolution or as to voting rights. The shares of FYI Stock received by the Shareholders as of the Effective Time of the Merger shall not be registered under the Securities Act of 1933, as amended (the "1933 Act").

Manner of Conversion. The manner of converting the shares of (i) outstanding capital stock of the Company ("Company Stock") COMPANY Stock and (ii) Newco NEWCO Stock, issued and outstanding immediately prior to the Effective Time of the MergerMergers, respectively, into shares of (x) TCI Stock and VESTCOM Stock, (y) cash and (yz) shares of common stock stock, $.01 par value of the Surviving Corporation, respectivelyCorporations, shall be as follows: As of the Effective Time of the Merger: (i) all of the aggregate number of shares of Company FOUNDER A Stock, FOUNDER B Stock and FOUNDER C Stock issued and outstanding immediately prior to the Effective Time of the MergerMergers, by virtue of the Merger Mergers and without any action on the part of the holders thereof, automatically shall be converted into and deemed to represent (1) that number of shares of VESTCOM Stock determined pursuant to Section 2.2 below and (2) the right to receive (1) the aggregate number amount of cash determined pursuant to Section 2.2 below, such shares and cash to be distributed to the STOCKHOLDERS on the Consummation Date as provided in Part A of Annex II hereto. Such amount of shares of TCI Stock and cash as set forth on Part A of Annex I II hereto as of the date hereof are final and (2) subject to the adjustments described in Annex I hereto, the aggregate amount shall not change hereafter regardless of cash set forth on Annex I hereto (the number of shares sold in the IPO or the offering price of TCI Stock and, subject to the adjustments described on Annex I hereto, the amount of cash allocable to the holders of the Company Stock being set forth on Annex I)such shares; (ii) all shares of Company FOUNDER A Stock, FOUNDER B Stock and FOUNDER C Stock that are held by the Company FOUNDER A, FOUNDER B, and FOUNDER C, respectively, as treasury stock or owned by any subsidiary of FOUNDER A, FOUNDER B or FOUNDER C, respectively shall be canceled and retired and no shares of TCI VESTCOM Stock or other consideration shall be delivered or paid in exchange therefor; and (iii) each share and All VESTCOM Stock received by the STOCKHOLDERS as of Newco Stock issued and outstanding immediately prior to the Effective Time of the Merger, shall, by virtue of the Merger and without any action on the part of TCI, automatically be converted into one fully paid and non-assessable share of common stock of the Surviving Corporation which shall constitute all of the issued and outstanding shares of common stock of the Surviving Corporation immediately after the Effective Time of the Merger, all of which shall be owned by TCI. All TCI Stock received by the Stockholders pursuant to this Agreement Mergers shall, except for restrictions on resale or transfer described in Sections 15 and 16 hereof, have the same rights as all the other shares of outstanding TCI Stock by reason of the provisions of the Certificate of Incorporation of TCI or as otherwise provided by the Delaware GCL. All TCI Stock received by the Stockholders shall be issued and delivered to the Stockholders free and clear of any liens, claims or encumbrances of any kind or natureVESTCOM Stock. All voting rights of such TCI VESTCOM Stock received by the Stockholders STOCKHOLDERS shall be fully exercisable by the Stockholders STOCKHOLDERS and the Stockholders STOCKHOLDERS shall not be deprived nor restricted in exercising those rights. At In addition, certain shares of VESTCOM preferred stock will be issued in connection with the Effective Time VESTCOM Plan of the MergerOrganization as further referenced on Annex II, TCI shall have no class Part B. The shares of capital stock issued and outstanding other than the TCI VESTCOM Stock and VESTCOM preferred stock to be issued to the Restricted Voting Common StockSTOCKHOLDERS will not be registered under the 1933 Act.

Manner of Conversion. The manner of converting the shares of (ia)Tirus Stock, (b) outstanding capital stock of the Company ("Company Stock") BG Stock and (iic) Newco Stock, issued and outstanding immediately prior to the Effective Time of the Merger, respectively, into (i) shares of Common Stock, no par value per share, of WRI (x) TCI Stock and cash the "WRI Stock"), and (yii) common stock shares of Common Stock, $.01 par value per share, of the Surviving Corporation, respectivelyCorporation (the "Common Stock"), shall be as follows: As of the Effective Time of the Merger: (ia) All of the aggregate number of shares of Company Tirus Stock issued and outstanding immediately prior to the Effective Time of the Merger, by virtue of the Merger and without any action on the part of the holders holder thereof, automatically shall be converted into and deemed to represent the right to receive (1i) the aggregate that number of shares of TCI WRI Stock set forth on Annex I II attached hereto and (2ii) subject the right to receive the adjustments described in Annex I hereto, the aggregate original principal amount of cash Convertible Subordinated Notes to be issued by WRI (the "Notes") set forth on Annex I hereto II attached hereto, such shares of WRI Stock and Notes to be distributed to the Shareholders as provided in Annex II hereto; (b) All of the shares of BG Stock issued and outstanding immediately prior to the Effective Time of the Merger, by virtue of the Merger and without any action on the part of the holder thereof, automatically shall be deemed to represent (i) that number of shares of TCI WRI Stock and, subject to the adjustments described on Annex I hereto, the amount of cash allocable to the holders of the Company Stock being set forth on Annex I)II attached hereto and (ii) the right to receive the original principal amount of Notes set forth on Annex II attached hereto, such shares of WRI Stock and Notes to be distributed to the Shareholders as provided in Annex II hereto; (iic) all All shares of Company Tirus Stock that are held by the Company Tirus as treasury stock shall be canceled cancelled and retired and no shares of TCI WRI Stock or other consideration shall be delivered or paid in exchange therefor; (d) All shares of BG Stock that are held by BG as treasury stock shall be cancelled and retired and no shares of WRI Stock or other consideration shall be delivered or paid in exchange therefor; and (iiie) each Each share of Newco Stock issued and outstanding immediately prior to the Effective Time of the Merger, Merger shall, by virtue of the Merger and without any action on the part of TCIWRI, automatically be converted into one fully paid and non-assessable share of common stock of the Surviving Corporation which Common Stock that shall constitute all of the issued and outstanding shares of common stock of the Surviving Corporation Common Stock immediately after the Effective Time of the Merger, all of which shall be owned by TCI. All TCI WRI Stock received by the Stockholders pursuant to this Agreement Shareholders as of the Effective Time of the Merger shall, except for restrictions on resale or transfer as described in Sections 15 and 16 Section 12 hereof, have the same rights and attributes as all of the other shares of outstanding TCI Stock by reason of the provisions of the Certificate of Incorporation of TCI or as otherwise provided by the Delaware GCL. All TCI Stock received by the Stockholders shall be issued and delivered to the Stockholders free and clear of any liens, claims or encumbrances of any kind or natureWRI Stock. All voting rights of such TCI WRI Stock received by the Stockholders Shareholders shall be fully exercisable by the Stockholders Shareholders and the Stockholders Shareholders shall not be deprived nor restricted in exercising those rights. At the Effective Time of the Merger, TCI except as to the 7% Cumulative Preferred Stock of WRI, WRI shall have no class of capital stock issued and outstanding other than which, as a class, shall have any rights or preferences senior to the TCI shares of WRI Stock and received by the Restricted Voting Common StockShareholders, including, without limitation, any rights or preferences as to dividends or as to the assets of WRI upon liquidation or dissolution or as to voting rights.

Manner of Conversion. The manner of converting the shares of (i) outstanding capital stock of the Company each COMPANY ("Company COMPANY Stock") and (ii) Newco the appropriate NEWCO Stock, issued and outstanding immediately prior to the Effective Time of the Merger, respectively, into shares of (x) TCI METALS Stock and cash and (y) common stock of the respective Surviving Corporation, respectively, shall be as follows: As of the Effective Time of the Merger: (i) all of the aggregate number of shares of Company COMPANY Stock issued and outstanding immediately prior to the Effective Time of the Merger, by virtue of the Merger and without any action on the part of the holders holder thereof, automatically shall be converted into and deemed to represent (1) the right to receive (1) the aggregate number of shares of TCI METALS Stock set forth on Annex I hereto with respect to such holder and (2) subject the right to receive the adjustments described in Annex I hereto, the aggregate amount of cash set forth on Annex I hereto (the number of shares of TCI Stock and, subject with respect to the adjustments described on Annex I hereto, the amount of cash allocable to the holders of the Company Stock being set forth on Annex I)such holder; (ii) all shares of Company COMPANY Stock that are held by the Company COMPANY as treasury stock shall be canceled and retired and no shares of TCI METALS Stock or other consideration shall be delivered or paid in exchange therefor; and (iii) each share of Newco NEWCO Stock issued and outstanding immediately prior to the Effective Time of the Merger, shall, by virtue of the Merger and without any action on the part of TCIMETALS, automatically be converted into one fully paid and non-assessable share of common stock of the Surviving Corporation which shall constitute all of the issued and outstanding shares of common stock of the Surviving Corporation immediately after the Effective Time of the Merger, all of which shall be owned by TCI. All TCI METALS Stock received by the Stockholders STOCKHOLDERS pursuant to this Agreement shall, except for restrictions on resale or transfer described in Sections 15 and 16 hereof, have the same rights as all the other shares of outstanding TCI METALS Stock by reason of the provisions of the Certificate of Incorporation of TCI METALS or as otherwise provided by the Delaware GCL. All TCI METALS Stock received by the Stockholders STOCKHOLDERS shall be issued and delivered to the Stockholders STOCKHOLDERS free and clear of any liens, claims or encumbrances of any kind or nature. All voting rights of such TCI METALS Stock received by the Stockholders STOCKHOLDERS shall be fully exercisable by the Stockholders STOCKHOLDERS and the Stockholders STOCKHOLDERS shall not be deprived nor restricted in exercising those rights. At the Effective Time of the Merger, TCI METALS shall have no class of capital stock issued and outstanding other than the TCI METALS Stock and the Restricted Voting Common Stock.

Manner of Conversion. The manner of converting the shares of (i) outstanding capital stock of the Company COMPANY (including the outstanding equity interests in CPC) ("Company COMPANY Stock") and (ii) Newco NEWCO Stock, issued and outstanding immediately prior to the Effective Time of the Merger, respectively, into shares of (x) TCI METALS Stock and cash and (y) common stock of the Surviving Corporation, respectively, shall be as follows: As of the Effective Time of the Merger: (i) all of the aggregate number of shares of Company COMPANY Stock issued and outstanding immediately prior to the Effective Time of the Merger, by virtue of the Merger and without any action on the part of the holders holder thereof, automatically shall be converted into and deemed to represent (1) the right to receive (1) the aggregate number of shares of TCI METALS Stock set forth on Annex I hereto with respect to such holder and (2) subject the right to receive the adjustments described in Annex I hereto, the aggregate amount of cash set forth on Annex I hereto (the number of shares of TCI Stock and, subject with respect to the adjustments described on Annex I hereto, the amount of cash allocable to the holders of the Company Stock being set forth on Annex I)such holder; (ii) all shares of Company COMPANY Stock that are held by the Company COMPANY as treasury stock shall be canceled and retired and no shares of TCI METALS Stock or other consideration shall be delivered or paid in exchange therefor; and (iii) each share of Newco NEWCO Stock issued and outstanding immediately prior to the Effective Time of the Merger, shall, by virtue of the Merger and without any action on the part of TCIMETALS, automatically be converted into one fully paid and non-assessable share of common stock of the Surviving Corporation which shall constitute all of the issued and outstanding shares of common stock of the Surviving Corporation immediately after the Effective Time of the Merger, all of which shall be owned by TCI. All TCI METALS Stock received by the Stockholders STOCKHOLDERS pursuant to this Agreement shall, except for restrictions on resale or transfer described in Sections 15 and 16 hereof, have the same rights as all the other shares of outstanding TCI METALS Stock by reason of the provisions of the Certificate of Incorporation of TCI METALS or as otherwise provided by the Delaware GCL. All TCI METALS Stock received by the Stockholders STOCKHOLDERS shall be issued and delivered to the Stockholders STOCKHOLDERS free and clear of any liens, claims or encumbrances of any kind or nature. All voting rights of such TCI METALS Stock received by the Stockholders STOCKHOLDERS shall be fully exercisable by the Stockholders STOCKHOLDERS and the Stockholders STOCKHOLDERS shall not be deprived nor restricted in exercising those rights. At the Effective Time of the Merger, TCI METALS shall have no class of capital stock issued and outstanding other than the TCI METALS Stock and the Restricted Voting Common Stock.

Manner of Conversion. The manner of converting the shares of (i) outstanding capital stock of the each Company ("Company Stock") and (ii) Newco Stock, issued and outstanding immediately prior to the Effective Time of the Merger, respectively, into shares of (x) TCI LandCARE Stock and cash and (y) common stock of the respective Surviving Corporation, respectively, shall be as follows: As of the Effective Time of the Merger: (i) all of the aggregate number of shares of Company Stock issued and outstanding immediately prior to the Effective Time of the Merger, by virtue of the Merger and without any action on the part of the holders holder thereof, automatically shall be converted into and deemed to represent (1) the right to receive (1) the aggregate number of shares of TCI LandCARE Stock set forth on the relevant portion of Annex I hereto with respect to such holder and (2) subject the right to receive the adjustments described in Annex I hereto, the aggregate amount of cash set forth on the relevant portion of Annex I hereto (the number of shares of TCI Stock and, subject with respect to the adjustments described on Annex I hereto, the amount of cash allocable to the holders of the Company Stock being set forth on Annex I)such holder; (ii) all shares of Company Stock that are held by the each Company as treasury stock shall be canceled and retired and no shares of TCI LandCARE Stock or other consideration shall be delivered or paid in exchange therefor; and (iii) each share of Newco Stock issued and outstanding immediately prior to the Effective Time of the Merger, shall, by virtue of the respective Merger and without any action on the part of TCILandCARE, automatically be converted into one fully paid and non-assessable share of common stock of the respective Surviving Corporation which shall constitute all of the issued and outstanding shares of common stock of the respective Surviving Corporation immediately after the Effective Time of the Merger, all of which shall be owned by TCI. All TCI LandCARE Stock received by the Stockholders pursuant to this Agreement shall, except for restrictions on resale or transfer described in Sections 15 and 16 hereof, have the same rights as all the other shares of outstanding TCI LandCARE Stock by reason of the provisions of the Certificate of Incorporation of TCI LandCARE or as otherwise provided by the Delaware GCL. All TCI LandCARE Stock received by the Stockholders shall be issued and delivered to the Stockholders free and clear of any liens, claims or encumbrances of any kind or nature. All voting rights of such TCI LandCARE Stock received by the Stockholders shall be fully exercisable by the Stockholders and the Stockholders shall not be deprived nor restricted in exercising those rights. At the Effective Time of the Merger, TCI LandCARE shall have no class of capital stock issued and outstanding other than the TCI LandCARE Stock and the Restricted Voting Common Stock.

Manner of Conversion. The manner of converting the shares of (i) outstanding capital stock of the Company COMPANY ("Company COMPANY Stock") and (ii) Newco NEWCO Stock, issued and outstanding immediately prior to the Effective Time of the Merger, respectively, into shares of (x) TCI VPI Stock and cash and (y) common stock of the Surviving Corporation, respectively, shall be as follows: As of the Effective Time of the Merger: (i) all of the aggregate number of shares of Company COMPANY Stock issued and outstanding immediately prior to the Effective Time of the Merger, by virtue of the Merger and without any action on the part of the holders holder thereof, automatically shall be converted into and deemed to represent (l) the right to receive (1) the aggregate number of fully paid and nonassessable shares of TCI VPI Stock set forth on Annex I III hereto and with respect to such holder and/or (2) the right to receive the amount of cash, subject to the adjustments described in Annex I heretoadjustment pursuant to Section 3.3 hereof, the aggregate amount of cash set forth on Annex I III hereto (the number of shares of TCI Stock and, subject with respect to the adjustments described on Annex I hereto, the amount of cash allocable to the holders of the Company Stock being set forth on Annex I)such holder; (ii) all shares of Company COMPANY Stock that are held by the Company COMPANY as treasury stock shall be canceled and retired and no shares of TCI VPI Stock or other consideration shall be delivered or paid in exchange therefor; and (iii) each share of Newco NEWCO Stock issued and outstanding immediately prior to the Effective Time of the Merger, shall, by virtue of the Merger and without any action on the part of TCIVPI, automatically be converted into one fully paid and non-assessable nonassessable share of common stock of the Surviving Corporation which shall constitute all of the issued and outstanding shares of common stock of the Surviving Corporation immediately after the Effective Time of the Merger, all of which shall be owned by TCI. All TCI VPI Stock received by the Stockholders STOCKHOLDER pursuant to this Agreement shall, except for restrictions on resale or transfer described in Sections 15 and 16 hereof, have the same rights as all of the other shares of outstanding TCI VPI Stock by reason of the provisions of the Certificate of Incorporation of TCI VPI or as otherwise provided by the Delaware GCL. All TCI voting rights of such VPI Stock received by the Stockholders shall be issued and delivered to the Stockholders free and clear of any liens, claims or encumbrances of any kind or nature. All voting rights of such TCI Stock received by the Stockholders STOCKHOLDER shall be fully exercisable by the Stockholders STOCKHOLDER and the Stockholders STOCKHOLDER shall not be deprived nor restricted in exercising those rights. At the Effective Time of the Merger, TCI VPI shall have no class of capital stock (including preferred stock) issued and outstanding other than the TCI Stock and the Restricted Voting Common VPI Stock.

Manner of Conversion. The manner of converting the shares of (i) outstanding capital stock of the Company ("Company Stock") and (ii) Newco Stock, issued and outstanding immediately prior to the Effective Time of the Merger, respectively, into shares of (x) TCI DocuNet Common Stock and cash and (y) common stock of the Surviving Corporation, respectively, shall be as follows: As of the Effective Time of the Merger: (i) all of the aggregate number of shares of Company Stock issued and outstanding immediately prior to the Effective Time of the Merger, by virtue of the Merger and without any action on the part of the holders holder thereof, automatically shall be converted into and deemed to represent (1) the right to receive (1) the aggregate number of shares of TCI Stock set forth on Annex I hereto and (2) subject to the adjustments described in Annex I hereto, the aggregate amount of cash set forth on Annex I hereto (the number of shares of TCI DocuNet Common Stock and, subject provided in Section 2.9 hereof with respect to such holder and (2) the adjustments described on Annex I hereto, right to receive the amount of cash allocable provided in Section 2.9 hereof with respect to such holder (collectively, the holders of the Company Stock being set forth on Annex I"Merger Consideration"); (ii) all shares of Company Stock that are held by the Company as treasury stock shall be canceled and retired and no shares of TCI DocuNet Common Stock or other consideration shall be delivered or paid in exchange therefor; and (iii) each share of Newco Stock issued and outstanding immediately prior to the Effective Time of the Merger, shall, by virtue of the Merger and without any action on the part of TCIPurchaser, automatically be converted into one fully paid and non-assessable share of common stock of the Surviving Corporation which shall constitute all of the issued and outstanding shares of common stock of the Surviving Corporation immediately after the Effective Time of the Merger, all of which shall be owned by TCI. All TCI DocuNet Common Stock received by the Stockholders Sellers pursuant to this Agreement shall, except for restrictions on resale or transfer described in Sections 15 Articles 13 and 16 14 hereof, have the same rights as all the other shares of outstanding TCI Stock by reason of the provisions of the Certificate of Incorporation of TCI or as otherwise provided by the Delaware GCL. All TCI Stock received by the Stockholders shall be issued and delivered to the Stockholders free and clear of any liens, claims or encumbrances of any kind or natureDocuNet Common Stock. All voting rights of such TCI DocuNet Common Stock received by the Stockholders Sellers shall be fully exercisable by the Stockholders Sellers and the Stockholders Sellers shall not be deprived nor restricted in exercising those rights. At the Effective Time of the Merger, TCI shall have no class of capital stock issued and outstanding other than the TCI Stock and the Restricted Voting Common Stock.

Manner of Conversion. The manner of converting the shares of (i) outstanding capital stock of the Company COMPANY ("Company COMPANY Stock") and (ii) Newco NEWCO Stock, issued and outstanding immediately prior to the Effective Time of the Merger, respectively, into shares of (x) TCI CSI Stock and cash and (y) common stock of the Surviving Corporation, respectively, shall be as follows: As of the Effective Time of the Merger: (i) all of the aggregate number of shares of Company COMPANY Stock issued and outstanding immediately prior to the Effective Time of the Merger, by virtue of the Merger and without any action on the part of the holders holder thereof, automatically shall be converted into and deemed to represent (1) the right to receive (1) the aggregate number of shares of TCI CSI Stock set forth on Annex I III hereto with respect to such holder and (2) subject the right to receive the adjustments described in Annex I hereto, the aggregate amount of cash set forth on Annex I III hereto (the number of shares of TCI Stock and, subject with respect to the adjustments described on Annex I hereto, the amount of cash allocable to the holders of the Company Stock being set forth on Annex I)such holder; (ii) all shares of Company COMPANY Stock that are held by the Company COMPANY as treasury stock shall be canceled and retired and no shares of TCI CSI Stock or other consideration shall be delivered or paid in exchange therefor; and (iii) each share of Newco NEWCO Stock issued and outstanding immediately prior to the Effective Time of the Merger, shall, by virtue of the Merger and without any action on the part of TCICSI, automatically be converted into one fully paid and non-assessable share of common stock of the Surviving Corporation which shall constitute all of the issued and outstanding shares of common stock of the Surviving Corporation immediately after the Effective Time of the Merger, all of which shall be owned by TCI. All TCI CSI Stock received by the Stockholders STOCKHOLDER pursuant to this Agreement shall, except for restrictions on resale or transfer described in Sections 15 and 16 hereof, have the same rights as all the other shares of outstanding TCI CSI Stock by reason of the provisions of the Certificate of Incorporation of TCI CSI or as otherwise provided by the Delaware GCL. All TCI voting rights of such CSI Stock received by the Stockholders shall be issued and delivered to the Stockholders free and clear of any liens, claims or encumbrances of any kind or nature. All voting rights of such TCI Stock received by the Stockholders STOCKHOLDER shall be fully exercisable by the Stockholders STOCKHOLDER and the Stockholders STOCKHOLDER shall not be deprived nor restricted in exercising those rights. At the Effective Time of the Merger, TCI CSI shall have no class of capital stock issued and outstanding other than the TCI Stock and the Restricted Voting Common CSI Stock.

Manner of Conversion. The manner of converting the shares of (i) outstanding capital stock of the Company COMPANY ("Company COMPANY Stock") and (ii) Newco NEWCO Stock, issued and outstanding immediately prior to the Effective Time of the Merger, respectively, into shares of (x) TCI HOLDING Stock and cash and (y) common stock of the Surviving Corporation, respectively, shall be as follows: As of the Effective Time of the Merger: (i) all of the aggregate number of shares of Company COMPANY Stock consisting of common stock issued and outstanding immediately prior to the Effective Time of the Merger, by virtue of the Merger and without any further action on the part of the holders holder thereof, automatically shall be converted into and deemed to represent represent, with respect to each STOCKHOLDER, (1) the right to receive (1) the aggregate number of shares of TCI Stock set forth on Annex I hereto and (2) subject to the adjustments described in Annex I hereto, the aggregate amount of cash set forth on Annex I hereto (the number of shares of TCI HOLDING Stock and, subject to the adjustments described be set forth on Annex I hereto, III hereto promptly following execution hereof with respect to such STOCKHOLDER and (2) the right to receive the amount of cash allocable to the holders of the Company Stock being be set forth on Annex I)III hereto promptly following execution hereof with respect to such STOCKHOLDER, which number of shares and amount of cash shall reflect the written election of each STOCKHOLDER as of the date hereof; (ii) all shares of Company COMPANY Stock that are held by the Company COMPANY as treasury stock shall be canceled and retired and no shares of TCI HOLDING Stock or other consideration shall be delivered or paid in exchange therefor; and; (iii) each share of Newco NEWCO Stock issued and outstanding immediately prior to the Effective Time of the Merger, Merger shall, by virtue of the Merger and without any action on the part of TCIHOLDING, automatically be converted into one fully paid and non-assessable share of common stock of the Surviving Corporation Corporation, which shall constitute all of the issued and outstanding shares of common stock of the Surviving Corporation immediately after the Effective Time of the Merger, ; and (iv) all of which the shares of preferred stock of the COMPANY automatically shall be owned by TCIdeemed to represent, with respect to each STOCKHOLDER owning such shares, the right to receive the amount of cash set forth on Annex III hereto with respect to such STOCKHOLDER. All TCI HOLDING Stock received by the Stockholders STOCKHOLDERS pursuant to this Agreement shall, except for restrictions on resale or transfer described in Sections Section 15 and 16 hereof, have the same rights as all the other shares of outstanding TCI HOLDING Stock by reason of the provisions of the Certificate of Incorporation of TCI HOLDING or as otherwise provided by the Delaware GCL. All TCI voting rights of such HOLDING Stock received by the Stockholders shall be issued and delivered to the Stockholders free and clear of any liens, claims or encumbrances of any kind or nature. All voting rights of such TCI Stock received by the Stockholders STOCKHOLDERS shall be fully exercisable by the Stockholders STOCKHOLDERS, and the Stockholders STOCKHOLDERS shall not be deprived nor restricted in exercising those rights. At the Effective Time of the Merger, TCI HOLDING shall have no class of capital stock issued and outstanding other than the TCI Stock and the Restricted Voting Common HOLDING Stock.

Manner of Conversion. The manner For purposes of converting the issued and outstanding shares of (i) outstanding capital stock of the Company ("Company Stock") under this Agreement, the stockholders of the Company shall be divided into two classes: (A) the first class being stockholders of the Company who qualify as "accredited investors" under Rule 501(a) of Regulation D promulgated under the 1933 Act ("Accredited Stockholders") and (iiB) Newco Stock, issued and outstanding immediately prior the second class being stockholders of the Company who do not qualify as "accredited investors" under Rule 501(a) of Regulation D promulgated under the 1933 Act ("Non-Accredited Stockholders"). Pursuant to the Effective Time provisions of this Section 2.1, each of the Merger, respectively, into shares of (x) TCI Stock Accredited Stockholders and cash and (y) common stock Non- Accredited Stockholders shall receive his or her pro rata share of the Surviving Corporation, respectively, shall be as follows: As Merger Consideration distributed according to the terms of this Section 2.1. (a) At the Effective Time of the Merger: (i) the aggregate number of shares of Company Stock issued and outstanding immediately prior to the Effective Time of the MergerTime, by virtue of the Merger and without any further action on the part of the holders holder thereof, each of the shares of capital stock of the Constituent Corporations shall be automatically canceled, extinguished and converted as follows: (i) each share of issued and outstanding Company Stock owned by an Accredited Stockholder immediately prior to the Effective Time shall be converted into and deemed to represent the right to receive (1A) the aggregate that number of shares of TCI Clarant Common Stock as determined by the appropriate formula set forth on Annex I hereto EXHIBIT 2.1(a), and (2B) subject to the adjustments described in Annex I hereto, the aggregate amount of cash set forth on Annex I hereto (the number of shares of TCI Stock and, subject to the adjustments described on Annex I hereto, the amount of cash allocable to as determined by the holders of the Company Stock being appropriate formula set forth on Annex IEXHIBIT 2.1(a); (ii) all shares each share of issued and outstanding Company Stock owned by a Non-Accredited Stockholder immediately prior to the Effective Time shall be converted into the right to receive the amount of cash as determined by the appropriate formula set forth on EXHIBIT 2.1(a); (iii) each share Company Stock that are held is owned directly or indirectly by the Company as treasury stock shall be canceled and retired and shall cease to exist and no shares stock of TCI Stock Clarant or other consideration shall be delivered or paid in exchange therefor; and (iiiiv) each share of Newco Stock issued and outstanding immediately prior Newco Stock shall continue to the Effective Time of the Merger, shall, by virtue of the Merger be issued and without any action on the part of TCI, automatically outstanding and shall be converted automatically into one share of validly issued, fully paid and non-assessable share common stock in the Surviving Corporation. Each stock certificate of common Newco evidencing ownership of any such shares shall continue to evidence ownership of the shares of capital stock of the Surviving Corporation which shall constitute all of the issued and outstanding shares of common stock of the Surviving Corporation immediately after the Effective Time of the Merger, all of which shall be owned by TCI. converted pursuant to this Agreement. (b) [Reserved] (c) All TCI Clarant Common Stock received by the Stockholders pursuant to this Agreement shall, except for restrictions on resale or transfer described in Sections 15 and 16 hereof, have the same rights as all the other shares of outstanding TCI Clarant Common Stock by reason of the provisions of the Certificate of Incorporation of TCI Clarant or as otherwise provided by the Delaware GCL. All TCI Stock received by the Stockholders shall be issued and delivered to the Stockholders free and clear of any liens, claims or encumbrances of any kind or natureGeneral Corporation Law. All voting rights of such TCI Clarant Common Stock received by the Stockholders shall be fully exercisable by the Stockholders Stockholders, and the Stockholders shall not be deprived nor restricted in exercising those rights. At rights after the Effective Time of the Merger. (d) From and after the Effective Time, TCI all shares of Company Stock, Convertible Securities and Options of the Company shall have no class of capital stock issued longer be outstanding and outstanding other than shall cease to exist, and each certificate or agreement previously representing any such securities shall represent only the TCI Stock and right to receive the Restricted Voting Common Stockconsideration determined according to the formulas provided on EXHIBIT 2.1(a).

Manner of Conversion. The manner of converting the shares of (ia) outstanding capital stock of the Company ("Company Stock") Stock and (iib) Newco Stock, each as issued and outstanding immediately prior to the Effective Time of the Merger, respectively, into (i) FYI Stock and (ii) shares of (x) TCI Stock and cash and (y) common stock Common Stock, $.01 par value per share, of the Surviving Corporation, respectively, shall be as follows: As of the Effective Time of the Merger: (ia) All of the aggregate number of shares of the Company Stock issued and outstanding immediately prior to the Effective Time of the Merger, by virtue of the Merger and without any action on the part of the holders holder thereof, automatically shall be converted into and deemed to represent the right to receive (1) the aggregate that number of shares of TCI FYI Stock set forth on Annex I hereto and (2) subject determined pursuant to Section 2.2 below, such shares to be distributed to the adjustments described Shareholders as provided in Annex I II hereto, the aggregate amount of cash set forth on Annex I hereto (the number of shares of TCI Stock and, subject to the adjustments described on Annex I hereto, the amount of cash allocable to the holders of the Company Stock being set forth on Annex I); (iib) all All shares of the Company Stock that are held by the Company as treasury stock (as defined in Section 5) shall be canceled cancelled and retired and no shares of TCI FYI Stock or other consideration shall be delivered or paid in exchange therefor; and (iiic) each Each share of Newco Stock issued and outstanding immediately prior to the Effective Time of the Merger, Merger shall, by virtue of the Merger and without any action on the part of TCIFYI, automatically be converted into one fully paid and non-assessable share of common stock Common Stock of the Surviving Corporation which that shall constitute all of the issued and outstanding shares of common stock Common Stock of the Surviving Corporation immediately after the Effective Time of the Merger, all of which shall be owned by TCI. All TCI Stock received by the Stockholders pursuant to this Agreement shall, except for restrictions on resale or transfer described in Sections 15 and 16 hereof, have the same rights as all the other shares of outstanding TCI Stock by reason of the provisions of the Certificate of Incorporation of TCI or as otherwise provided by the Delaware GCL. All TCI Stock received by the Stockholders shall be issued and delivered to the Stockholders free and clear of any liens, claims or encumbrances of any kind or nature. All voting rights of such TCI FYI Stock received by the Stockholders Shareholders shall be fully exercisable by the Stockholders Shareholders, and the Stockholders Shareholders shall not be deprived nor restricted in exercising those rights. At the Effective Time of the Merger, TCI FYI shall have no class of capital stock issued and outstanding other than which, as a class, shall have any rights or preferences senior to the TCI shares of FYI Stock and received by the Restricted Voting Common StockShareholders, including, without limitation, any rights or preferences as to dividends or as to the assets of FYI upon liquidation or dissolution or as to voting rights. The shares of FYI Stock received by the Shareholders as of the Effective Time of the Merger shall not be registered under the Securities Act of 1933, as amended (the "1933 Act").

Manner of Conversion. The manner of converting the shares of (i) outstanding capital stock of the Company COMPANY ("Company COMPANY Stock") and (ii) Newco NEWCO Stock, issued and outstanding immediately prior to the Effective Time of the Merger, respectively, into shares of (x) TCI PC Stock and cash and (y) common stock of the Surviving Corporation, respectively, shall be as follows: As of the Effective Time of the Merger: (i) all of the aggregate number of shares of Company COMPANY Stock issued and outstanding immediately prior to the Effective Time of the Merger, by virtue of the Merger and without any action on the part of the holders holder thereof, automatically shall be converted into and deemed to represent the right to receive (1) the aggregate that number of shares of TCI PC Stock set forth on Annex I III hereto and (2) subject the right to receive the adjustments described in Annex I hereto, the aggregate amount of cash set forth on Annex I III hereto. Such amounts of cash and shares as set forth on Annex III hereto (as of the date hereof are final and shall not change hereafter regardless of the number of shares sold in the IPO or the offering price of TCI Stock and, subject to the adjustments described on Annex I hereto, the amount of cash allocable to the holders of the Company Stock being set forth on Annex I)such shares; (ii) all shares of Company COMPANY Stock that are held by the Company COMPANY as treasury stock shall be canceled and retired and no shares of TCI PC Stock or other consideration shall be delivered or paid in exchange therefor; and (iii) each share of Newco NEWCO Stock issued and outstanding immediately prior to the Effective Time of the Merger, Merger shall, by virtue of the Merger and without any action on the part of TCIPC, automatically be converted into one fully paid and non-assessable share of common stock of the Surviving Corporation Corporation, which shall constitute all of the issued and outstanding shares of common stock of the Surviving Corporation immediately after the Effective Time of the Merger, all of which shall be owned by TCI. All TCI PC Stock received by the Stockholders STOCKHOLDER pursuant to this Agreement shall, except for restrictions on resale or transfer described in Sections 15 and 16 hereof, have the same rights as all the other shares of outstanding TCI PC Stock by reason of the provisions of the Certificate of Incorporation of TCI PC or as otherwise provided by the Delaware GCL. All TCI voting rights of such PC Stock received by the Stockholders shall be issued and delivered to the Stockholders free and clear of any liens, claims or encumbrances of any kind or nature. All voting rights of such TCI Stock received by the Stockholders STOCKHOLDER shall be fully exercisable by the Stockholders STOCKHOLDER and the Stockholders STOCKHOLDER shall not be deprived nor restricted in exercising those rights. At the Effective Time of the Merger, TCI PC shall have no class of capital stock issued and outstanding other than the TCI Stock and the Restricted Voting Common PC Stock.

Manner of Conversion. The manner of converting the shares of (i) outstanding capital stock of the -------------------- Company ("Company Stock") and (ii) Newco Stock, Stock issued and outstanding immediately prior to the Merger Effective Time of the Merger, respectively, Date into cash and shares of (x) TCI Stock and cash and (y) common stock of the Surviving CorporationUSFloral, respectively$0.01 par value ("USFloral Stock"), shall be as follows: As of the Merger Effective Time of the MergerDate: (i) all of the aggregate number of shares of Company Stock issued and outstanding immediately prior to the Merger Effective Time of the MergerDate shall, by virtue of the Merger and without any action on the part of the holders holder thereof, automatically shall be converted into that number of shares of USFloral Stock and deemed to represent the right to receive (1) cash from USFloral as determined pursuant to Section 2.2 below, all to be distributed to Stockholders in the aggregate number of shares of TCI Stock percentages set forth on Annex I hereto II and (2) subject to at the adjustments described times specified in Annex I hereto, the aggregate amount of cash set forth on Annex I hereto (the number of shares of TCI Stock and, subject to the adjustments described on Annex I hereto, the amount of cash allocable to the holders of the Company Stock being set forth on Annex I); (ii) all shares of Company Stock that are held by the Company as treasury stock shall be canceled and retired and no shares of TCI Stock or other consideration shall be delivered or paid in exchange thereforSection 5 hereof; and (iiiii) each share of Newco Stock issued and outstanding immediately prior to the Effective Time of the Merger, Merger shall, by virtue of the Merger and without any action on the part of TCIthe holder thereof, automatically be converted into one fully paid and non-assessable share of common stock of the Surviving Corporation which shall constitute all of the issued and outstanding shares of common stock of the Surviving Corporation immediately after the Merger Effective Time Date. All USFloral Stock to be received by Stockholders as a result of the Merger, all of which shall be owned by TCI. All TCI Stock received by the Stockholders pursuant to this Agreement Merger shall, except for restrictions on resale or transfer described in Sections 15 and Section 16 hereof, have the same rights as all the other shares majority of outstanding TCI Stock by reason of the provisions of the Certificate of Incorporation of TCI or as otherwise provided by the Delaware GCL. All TCI Stock received by the Stockholders shall be issued and delivered to the Stockholders free and clear of any liens, claims or encumbrances of any kind or natureUSFloral Stock. All voting rights of such TCI Stock received by the Stockholders shall be are fully exercisable by the Stockholders and the Stockholders shall not be are neither deprived nor restricted in exercising those rights. At the Merger Effective Time of the MergerDate, TCI USFloral shall have no class of capital stock issued and outstanding other than which shall have any rights or preferences senior to the TCI Stock and shares of USFloral Stock, including, without limitation, any rights or preferences as to dividends or as to the Restricted Voting Common Stockassets of USFloral upon liquidation or dissolution or as to voting rights.

Manner of Conversion. The manner For purposes of converting the shares of Members' interests in the Company (ieach a "Company Interest" and collectively, the "Company Interests") outstanding capital stock under this Agreement, the Members of the Company shall be divided into two classes: (A) the first class being Members of the Company who qualify as "accredited investors" under Rule 501(a) of Regulation D promulgated under the 1933 Act ("Company StockAccredited Members") and (iiB) Newco Stock, issued and outstanding immediately prior the second class being Members of the Company who do not qualify as "accredited investors" under Rule 501(a) of Regulation D promulgated under the 1933 Act ("Non-accredited Members"). Pursuant to the Effective Time provisions of this Section 2.1, each of the Merger, respectively, into shares of (x) TCI Stock Accredited Members and cash and (y) common stock Non-accredited Members shall receive his or her pro rata share of the Surviving Corporation, respectively, shall be as follows: As Merger Consideration distributed according to the terms of this Section 2.1. (a) At the Effective Time of the Merger: (i) the aggregate number of shares of Company Stock issued and outstanding immediately prior to the Effective Time of the MergerTime, by virtue of the Merger and without any further action on the part of the holders holder thereof, each of the membership interests of the Constituent Companies shall be automatically canceled, extinguished and converted as follows: (i) each Company Interest owned by an Accredited Member immediately prior to the Effective Time shall be converted into and deemed to represent the right to receive (1A) the aggregate that number of shares of TCI Clarant Common Stock as determined by the appropriate formula set forth on Annex I hereto EXHIBIT 2.1(a), and (2b) subject to the adjustments described in Annex I hereto, the aggregate amount of cash set forth on Annex I hereto (the number of shares of TCI Stock and, subject to the adjustments described on Annex I hereto, the amount of cash allocable to as determined by the holders of the Company Stock being appropriate formula set forth on Annex IEXHIBIT 2.1(a); (ii) all shares each Company Interest owned by an Non-accredited Member immediately prior to the Effective Time shall be converted into the right to receive the amount of cash as determined by the appropriate formula set forth of EXHIBIT 2.1(a); (iii) each Company Stock Interest that are held is owned directly or indirectly by the Company as treasury stock shall be canceled and retired and shall cease to exist and no shares stock of TCI Stock Clarant or other consideration shall be delivered or paid in exchange therefor; and (iiiiv) each share outstanding membership interest in the Newco shall continue to be outstanding and shall be converted automatically into a membership interest in the Surviving Company. Any certificate of Newco Stock issued and outstanding immediately prior evidencing ownership of any such interest shall continue to the Effective Time evidence ownership of the Merger, shall, by virtue of the Merger and without any action on the part of TCI, automatically be converted into one fully paid and non-assessable share of common stock of such interest in the Surviving Corporation which shall constitute all of the issued and outstanding shares of common stock of the Surviving Corporation immediately after the Effective Time of the Merger, all of which shall be owned by TCI. converted pursuant to this Agreement. (b) [Reserved] (c) All TCI Clarant Common Stock received by the Stockholders Members pursuant to this Agreement shall, except for restrictions on resale or transfer described in Sections 15 and 16 hereof, have the same rights as all the other shares of outstanding TCI Clarant Common Stock by reason of the provisions of the Certificate of Incorporation of TCI Clarant or as otherwise provided by the Delaware GCL. All TCI Stock received by the Stockholders shall be issued and delivered to the Stockholders free and clear of any liens, claims or encumbrances of any kind or natureGeneral Corporation Law. All voting rights of such TCI Clarant Common Stock received by the Stockholders Members shall be fully exercisable by the Stockholders Members, and the Stockholders Members shall not be deprived nor restricted in exercising those rights. At rights after the Effective Time of the Merger. (d) From and after the Effective Time, TCI all Company Interests shall have no class of capital stock issued longer be outstanding and outstanding other than shall cease to exist, and any certificate or agreement previously representing any such interests shall represent only the TCI Stock and right to receive the Restricted Voting Common Stockconsideration determined according to the formulas provided on EXHIBIT 2.1(a).

Manner of Conversion. The manner of converting the shares of (i) outstanding capital stock of the Company ("Company Stock") COMPANY Stock and (ii) Newco NEWCO Stock, issued and outstanding immediately prior to the Effective Time of the Merger, respectively, into shares of (x) TCI CSI Stock and cash and (y) common stock of the respective Surviving Corporation, respectively, shall be as follows: As of the Effective Time of the Merger: (i) all of the aggregate number of shares of Company COMPANY Stock issued and outstanding immediately prior to the Effective Time of the Merger, by virtue of the Merger and without any action on the part of the holders holder thereof, automatically shall be converted into and deemed to represent (1) the right to receive (1) the aggregate number of shares of TCI CSI Stock set forth on Annex I III hereto with respect to such holder and (2) subject the right to receive the adjustments described in Annex I hereto, the aggregate amount of cash set forth on Annex I III hereto (the number of shares of TCI Stock and, subject with respect to the adjustments described on Annex I hereto, the amount of cash allocable to the holders of the Company Stock being set forth on Annex I)such holder; (ii) all shares of Company COMPANY Stock that are held by the Company COMPANY as treasury stock shall be canceled and retired and no shares of TCI CSI Stock or other consideration shall be delivered or paid in exchange therefor; and (iii) each share of Newco NEWCO Stock issued and outstanding immediately prior to the Effective Time of the Merger, shall, by virtue of the Merger and without any action on the part of TCICSI, automatically be converted into one fully paid and non-assessable share of common stock of the respective Surviving Corporation which shall constitute all of the issued and outstanding shares of common stock of the such Surviving Corporation immediately after the Effective Time of the Merger, all of which shall be owned by TCI. All TCI CSI Stock received by the Stockholders STOCKHOLDERS pursuant to this Agreement shall, except for restrictions on resale or transfer described in Sections 15 and 16 hereof, have the same rights as all the other shares of outstanding TCI CSI Stock by reason of the provisions of the Certificate of Incorporation of TCI CSI or as otherwise provided by the Delaware GCL. All TCI voting rights of such CSI Stock received by the Stockholders shall be issued and delivered to the Stockholders free and clear of any liens, claims or encumbrances of any kind or nature. All voting rights of such TCI Stock received by the Stockholders STOCKHOLDERS shall be fully exercisable by the Stockholders STOCKHOLDERS and the Stockholders STOCKHOLDERS shall not be deprived nor restricted in exercising those rights. At the Effective Time of the Merger, TCI CSI shall have no class of capital stock issued and outstanding other than the TCI Stock and the Restricted Voting Common CSI Stock.

Manner of Conversion. The manner of converting the shares of (i) outstanding capital stock of the Company each COMPANY (collectively, "Company COMPANY Stock") and (ii) Newco NEWCO Stock, issued and outstanding immediately prior to the Effective Time of the MergerMergers, respectively, into shares of (x) TCI VPI Stock and cash and (y) common stock of the Surviving CorporationCorporations, respectively, shall be as follows: As of the Effective Time of the Merger: (i) all of the aggregate number of shares of Company COMPANY Stock of each COMPANY issued and outstanding immediately prior to the Effective Time of the each respective Merger, by virtue of the such Merger and without any action on the part of the holders holder thereof, automatically shall be converted into and deemed to represent (l) the right to receive (1) the aggregate number of fully paid and nonassessable shares of TCI VPI Stock set forth on Annex I III hereto with respect to such holder and (2) the right to receive the amount of cash, subject to the adjustments described in Annex I heretoadjustment pursuant to Section 3.3 hereof, the aggregate amount of cash set forth on Annex I III hereto (the number of shares of TCI Stock and, subject with respect to the adjustments described on Annex I hereto, the amount of cash allocable to the holders of the Company Stock being set forth on Annex I)such holder; (ii) all shares of Company COMPANY Stock that are held by the Company each COMPANY as treasury stock shall be canceled and retired and no shares of TCI VPI Stock or other consideration shall be delivered or paid in exchange therefortherefore; and (iii) each share of Newco NEWCO Stock of each NEWCO issued and outstanding immediately prior to the Effective Time of the each respective Merger, shall, by virtue of the such Merger and without any action on the part of TCIVPI, automatically be converted into one fully paid and non-assessable nonassessable share of common stock of the Surviving Corporation involved in such Merger, which shall constitute all of the issued and outstanding shares of common stock of the such Surviving Corporation immediately after the Effective Time of the such Merger, all of which shall be owned by TCI. All TCI VPI Stock received by the Stockholders STOCKHOLDERS pursuant to this Agreement shall, except for restrictions on resale or transfer described in Sections 15 and 16 hereof, have the same rights as all of the other shares of outstanding TCI VPI Stock by reason of the provisions of the Certificate of Incorporation of TCI VPI or as otherwise provided by the Delaware GCL. All TCI voting rights of such VPI Stock received by the Stockholders shall be issued and delivered to the Stockholders free and clear of any liens, claims or encumbrances of any kind or nature. All voting rights of such TCI Stock received by the Stockholders STOCKHOLDERS shall be fully exercisable by the Stockholders STOCKHOLDERS and the Stockholders STOCKHOLDERS shall not be deprived nor restricted in exercising those rights. At the Effective Time of the MergerMergers, TCI VPI shall have no class of capital stock (including preferred stock) issued and outstanding other than the TCI Stock and the Restricted Voting Common VPI Stock.