Common use of Merger Consideration Clause in Contracts

Merger Consideration. At the Effective Time, subject to Section 2.7(b) and the other provisions of this Agreement, each share of the common stock of Company, $.01 par value (the “Company Common Stock”) issued and outstanding immediately prior to the Effective Time (excluding any Excluded Shares and any Appraisal Shares) shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into and shall thereafter represent the right to receive the following consideration (the “Merger Consideration”): (i) Each share of Company Common Stock (excluding any Excluded Shares) with respect to which an election to receive a combination of stock and cash has been effectively made and not revoked or lost pursuant to Section 2.7(c) (each, a “Mixed Consideration Election Share”) and each Non-Election Share, as defined in Section 2.7(c), shall be converted into the right to receive the combination (such combination, the “Per Share Mixed Consideration”) of (x) $4.00 in cash or such lesser amount of cash based on the adjustments in Section 2.7(b) (the “Per Share Mixed Election Cash Amount”) and (y) the number of shares of Parent Common Stock (together with any cash in lieu of fractional shares of Parent Common Stock to be paid pursuant to Section 2.9(e)) equal to Mixed Election Stock Exchange Ratio. (ii) If the Available Stock Election Amount equals or exceeds the Stock Election Amount, then each share of Company Common Stock (including any Company Restricted Stock, but excluding any Excluded Shares) with respect to which an election to receive stock consideration is properly made and not revoked or lost pursuant to Section 2.7(c) (each, a “Stock Election Share”) shall be converted into the right to receive a number of shares of Parent Common Stock (together with any cash in lieu of fractional shares of Parent Common Stock to be paid pursuant to Section 2.9(e) (the “Per Share Stock Election Consideration”)), equal to the Exchange Ratio. If the Stock Election Amount exceeds the Available Stock Election Amount (such excess being herein referred to as the “Excess Shares”), then each Stock Election Share shall be converted into the right to receive (1) a number of validly issued, fully paid and non-assessable shares of Parent Common Stock equal to (w) the Available Stock Election Amount divided by (x) the number of Stock Election Shares, rounding to the nearest ten-thousandth of a share, and (2) an amount of cash (without interest) equal to (y) the product of the Excess Shares and the Parent Share Value, divided by (z) the number of Stock Election Shares.

Merger Consideration. At (a) Subject to Section 1.10 and Section 5.9 below, at the Effective Time, subject to Section 2.7(b) by virtue of the Merger and without any action on the other provisions part of this AgreementParent, Buyer, Seller or the holders of the following securities, each share of the common stock of Company, $.01 par value Seller Common Share (the “Company Common Stock”as defined in Section 2.3(a)) issued and outstanding immediately prior to the Effective Time (excluding other than Seller Common Shares held by Parent, Buyer, any Excluded Shares and any Appraisal Shares) shallwholly-owned subsidiary of Parent or Buyer, or in the treasury of Seller, which shares, by virtue of the Merger and without any action on the part of the holder thereof, shall be canceled and shall cease to exist with no payment being made with respect thereto, and other than Dissenting Shares (as defined in Section 1.10)) shall be converted into and shall thereafter represent the right to receive $12.25 in cash (the "Common Merger Consideration"), without interest thereon, upon surrender of the certificate formerly representing such share. In addition, at the Effective Time, by virtue of the Merger and without any action on the part of Parent, Buyer, Seller or the holders of the following consideration securities, each Seller Preferred Share (the “Merger Consideration”): (i) Each share of Company Common Stock (excluding any Excluded Shares) with respect to which an election to receive a combination of stock and cash has been effectively made and not revoked or lost pursuant to Section 2.7(c) (each, a “Mixed Consideration Election Share”) and each Non-Election Share, as defined in Section 2.7(c2.3(a), ) issued and outstanding immediately prior to the Effective Time (other than Dissenting Shares) shall be converted into the right to receive the combination (such combination, "Change of Control Preference" in the “Per Share Mixed Consideration”) of (x) $4.00 in cash or such lesser amount of cash based on $28.75 per Seller Preferred Share together with 115% of any Accrued Dividends per Seller Preferred Share ("Change of Control Preference" and "Accrued Dividends" each being defined in the adjustments in Section 2.7(bCertificate of Designation of the Seller Preferred Shares) (the “Per Share Mixed Election Cash Amount”) "Preferred Merger Consideration"), without interest thereon, upon surrender of the certificate formerly representing such share. The Surviving Company shall have the right to, and (y) the number of shares of Parent Common Stock (together shall, take all steps necessary to ensure compliance, and shall comply, with any cash in lieu of fractional shares of Parent Common Stock to be paid pursuant to Section 2.9(e)) equal to Mixed Election Stock Exchange Ratio. (ii) If the Available Stock Election Amount equals or exceeds the Stock Election Amount, then each share of Company Common Stock (including any Company Restricted Stock, but excluding any Excluded Shares) all withholding obligations with respect to which an election to receive stock consideration is properly made and not revoked or lost pursuant to Section 2.7(c) (eachany foreign stockholders of Seller in connection with the payment of the Merger Consideration. The Preferred Merger Consideration, a “Stock Election Share”) shall be converted into the right to receive a number of shares of Parent Common Stock (together with any cash in lieu of fractional shares of Parent the Common Stock to be paid pursuant to Section 2.9(e) (the “Per Share Stock Election Merger Consideration”)), equal to the Exchange Ratio. If the Stock Election Amount exceeds the Available Stock Election Amount (such excess being herein is hereinafter referred to as the “Excess Shares”), then each Stock Election Share shall be converted into the right to receive (1) a number of validly issued, fully paid and non-assessable shares of Parent Common Stock equal to (w) the Available Stock Election Amount divided by (x) the number of Stock Election Shares, rounding to the nearest ten-thousandth of a share, and (2) an amount of cash (without interest) equal to (y) the product of the Excess Shares and the Parent Share Value, divided by (z) the number of Stock Election Shares"Merger Consideration".

Merger Consideration. (a) At the Effective Time, subject to Section 2.7(b) and the other provisions of this Agreement, each share of the common stock of Company, $.01 par value (the “Company Common Stock”) issued and outstanding immediately prior to the Effective Time (excluding any Excluded Shares and any Appraisal Shares) shall, by virtue of the Merger and without any action on the part of Parent, Buyer, Seller or the holder thereof, be converted into and shall thereafter represent the right to receive holders of the following consideration (the “Merger Consideration”):securities: (i) Each share of Company each Seller Common Stock Share (excluding any Excluded Shares) with respect to which an election to receive a combination of stock and cash has been effectively made and not revoked or lost pursuant to Section 2.7(c) (each, a “Mixed Consideration Election Share”) and each Non-Election Share, as defined in Section 2.7(c2.3(a), ) issued and outstanding immediately prior to the Effective Time shall be converted into the right to receive the combination (such combination, the “Per Share Mixed Consideration”) of (x) $4.00 10.35 in cash or such lesser amount of cash based on the adjustments in Section 2.7(b) (the “Per Share Mixed Election Cash Amount”) and (y) the number of shares of Parent Common Stock (together with any cash in lieu of fractional shares of Parent Common Stock to be paid as adjusted pursuant to Section 2.9(e1.7(c) ("Common Merger Consideration")) equal to Mixed Election Stock Exchange Ratio., without interest thereon, upon surrender of the certificate formerly representing such Share; and (ii) If each Seller Preferred Share (as defined in Section 2.3(a)) issued and outstanding immediately prior to the Available Stock Election Amount equals Effective Time (other than Seller Preferred Shares held by Parent, Buyer or exceeds any wholly-owned Subsidiary of Parent or Buyer, which shares by virtue of the Stock Election AmountMerger and without any action The Preferred Merger Consideration, then each share of Company together with the Common Stock Merger Consideration, is hereinafter referred to as the "Merger Consideration." (including any Company Restricted Stock, but excluding any Excluded Sharesb) with respect to which an election to receive stock consideration is properly made and not revoked or lost pursuant to Each outstanding Seller Option (as defined in Section 2.7(c) (each, a “Stock Election Share”2.3(b)) shall be subject to the terms of this Agreement. As of the Effective Time, each outstanding Seller Option, whether or not then vested or exercisable, shall have the expiration date thereof accelerated to the Closing Date, and Seller shall use its reasonable best efforts to cause each such Seller Option to be converted into the right to receive a number from the Surviving Company an amount of shares of Parent Common Stock (together with any cash in lieu of fractional shares of Parent Common Stock to be paid pursuant to Section 2.9(e) (the “Per Share Stock Election Consideration”)), equal to the Exchange Ratioproduct of (i) the number of Seller Common Shares subject to the Seller Option and (ii) the excess, if any, of the Common Merger Consideration over the exercise price per Seller Common Share of such option (the "Option Consideration"). If Each outstanding agreement for the Stock Election Amount exceeds issuance of warrants ("Warrants") and the Available Stock Election Amount shares which would be issuable upon the exercise of such warrants (such excess being herein referred shares, "Warrant Shares") shall be subject to as the “Excess Shares”), then terms of this Agreement. Seller shall use its reasonable best efforts to cause each Stock Election Share shall Warrant to be converted into the right to receive (1) a number from the Surviving Company an amount of validly issued, fully paid and non-assessable shares of Parent Common Stock cash equal to the product of (w) the Available Stock Election Amount divided by (xi) the number of Stock Election SharesWarrant Shares and (ii) the excess, rounding if any, of the Common Merger Consideration over the exercise price per Warrant Share of such Warrants (the "Warrant Consideration"). Prior to the nearest ten-thousandth Effective Time, Seller shall take all steps necessary to give written notice to each holder of a shareSeller Option and Warrant that all Seller Options and Warrants shall expire effective as of the Effective Time and be converted into the right to receive the Option Consideration or Warrant Consideration, as the case may be. The Surviving Company shall cause the Paying Agent (as defined below) to pay each holder of Seller Options and Warrants, promptly following the Effective Time, the Option Consideration or Warrant Consideration, as the case may be, for all Seller Options and of Warrant Shares held by such holder. The Seller Board or any committee thereof responsible for the administration of Seller's stock option plans or warrant plans shall take any and all action necessary to effectuate the matters described in this Section 1.7(b) on or before the Effective Time. Any amounts payable pursuant to this Section 1.7(b) shall be subject to any required withholding of taxes and shall be paid without interest. Parent agrees to provide the Surviving Company with sufficient funds to permit the Surviving Company to satisfy its obligations under this Section 1.7(b). (c) The Common Merger Consideration shall be decreased to the extent and in the circumstances described in Section 5.3 (a)(ii)(y) and (2) z), Section 5.3(c), Section 5.3(d), the last sentence of Section 5.8 or the last sentence of Section 6.2(f). The Common Merger Consideration shall be increased by an amount of cash (without interestthe "Closing Adjustment Amount") equal to: 50% of (i) consolidated cash, cash equivalents and marketable securities (valued equal to their market value) of Seller and its Subsidiaries, determined by Ernst & Young, LLP in accordance with GAAP, as of the close of business on the fifth business day prior to Closing (the "Measurement Date") minus (ii) consolidated cash, cash equivalents and marketable securities (valued equal to their market value) of Seller and its Subsidiaries, determined by Ernst & Young LLP in accordance with GAAP, as of June 30, 1999; minus (iii) the aggregate proceeds received by Seller and its Subsidiaries during the period after June 30, 1999 and on or prior to the Measurement Date of (x) any sales or other dispositions of assets of Seller or any of its Subsidiaries, (y) the product any incurrence of the Excess Shares and the Parent Share Value, divided indebtedness or other non-equity financing by Seller or any of its Subsidiaries or (z) the number any issuances of Stock Election Shares.equity interests by Seller or

Merger Consideration. At After the Effective Time, subject and upon delivery to the Exchange Agent of instructions authorizing transfer and cancellation of Book-Entry Interests in accordance with Section 2.7(b) 2.1(b), the terms of the Transmittal Letter and such other documents as may reasonably be required by the Exchange Agent, the holder of such Book-Entry Interests shall be entitled to receive in exchange therefor, and the other provisions of this AgreementExchange Agent shall be required to deliver to each such holder, each share of the common stock of Company, $.01 par value (the “Company Common Stock”) issued and outstanding immediately prior to the Effective Time (excluding any Excluded Shares and any Appraisal Shares) shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into and shall thereafter represent the right to receive the following consideration (the “Merger Consideration”): (i) Each share of Company Common Stock (excluding any Excluded Shares) with respect to which an election to receive a combination of stock and cash has been effectively made and not revoked or lost pursuant to Section 2.7(c) (each, a “Mixed Consideration Election Share”) and each Non-Election Share, as defined in Section 2.7(c), shall be converted into the right to receive the combination (such combination, the “Per Share Mixed Consideration”) of (x) $4.00 in cash or such lesser amount of cash based on the adjustments in Section 2.7(b) (the “Per Share Mixed Election Cash Amount”) and (y) the number of shares of Parent Common Stock Braves Shares and an amount in cash that such holder is entitled to receive pursuant to Section 1.6(a)(i) (together after taking into account all Yankees Shares then held by such holder and the Elections(s) made with respect to such Yankees Shares by such holder), and (ii) any cash in lieu of fractional shares of Parent Common Stock to be paid pursuant to Section 2.9(e)) equal to Mixed Election Stock Exchange Ratio. (ii) If which the Available Stock Election Amount equals or exceeds the Stock Election Amount, then each share of Company Common Stock (including any Company Restricted Stock, but excluding any Excluded Shares) with respect to which an election to receive stock consideration is properly made and not revoked or lost pursuant to Section 2.7(c) (each, a “Stock Election Share”) shall be converted into holder has the right to receive a number pursuant to Section 2.1(e). The Book-Entry Interests that are the subject of shares such authorization shall forthwith be cancelled. No interest will be paid or accrued on any amount payable upon such transfer and cancellation of Parent Common Stock any Book-Entry Interests. The stock portion of the Merger Consideration issued and paid and the cash portion of the Merger Consideration paid in accordance with the terms of Section 1.6(a)(i) and this Section 2.1(c) upon conversion of any Yankees Shares (together with including any cash paid in lieu of fractional shares of Parent Common Stock to be paid pursuant to Section 2.9(e2.1(e)) (shall be deemed to have been issued and paid in full satisfaction of all rights pertaining to such Yankees Shares. In the “Per Share Stock Election Consideration”))event of a transfer of ownership of any Yankees Shares that is not registered in the transfer records of Yankees, equal the proper number of Braves Shares and the proper amount in cash may be transferred by the Exchange Agent to such a transferee if written instructions authorizing the transfer of the Book-Entry Interests are presented to the Exchange RatioAgent, in any case, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer Taxes have been paid. If any portion of the Stock Election Amount exceeds Merger Consideration is to be delivered to a Person other than the Available Stock Election Amount holder in whose name any Book-Entry Interests are registered, it shall be a condition of such exchange that the Person requesting such delivery shall pay any transfer or other similar Taxes required by reason of the transfer of Yankees Shares or the payment of the applicable cash portion of the Merger Consideration to a Person other than the registered holder of any Book-Entry Interests, or shall establish to the satisfaction of Braves or the Exchange Agent that such Tax has been paid or is not applicable. The Braves Shares constituting the stock portion of the Merger Consideration, at Braves’s option, shall be in uncertificated book-entry form, unless a physical certificate is otherwise required under applicable Law. For the purposes of this Agreement, the term “Person” means any individual, corporation (such excess being herein referred to as the “Excess Shares”including not-for-profit), then each Stock Election Share shall be converted into the right to receive (1) a number general or limited partnership, limited liability company, joint venture, estate, trust, association, organization, Governmental Entity or other entity of validly issued, fully paid and non-assessable shares of Parent Common Stock equal to (w) the Available Stock Election Amount divided by (x) the number of Stock Election Shares, rounding to the nearest ten-thousandth of a share, and (2) an amount of cash (without interest) equal to (y) the product of the Excess Shares and the Parent Share Value, divided by (z) the number of Stock Election Sharesany kind or nature.

Merger Consideration. At As of the Effective Time, subject to Section 2.7(b) and the other provisions of this Agreement, each share of the common stock of Company, $.01 par value (the “Company Common Stock”) issued and outstanding immediately prior to the Effective Time (excluding any Excluded Shares and any Appraisal Shares) shall, by virtue of the Merger and without any action on the part of Acquisition, OilQuip, or A-C: (a) Each share of OilQuip Common Stock, issued and outstanding immediately prior to the holder thereofEffective Time will be converted, without any action on the part of the holders thereof (the "Shareholders"), into (i) 40 shares of the common stock, par value $0.15 per share, of A-C ("A-C Common Stock"), and (ii) the right to receive 960 shares of Common Stock on the Amendment Date (as defined in Section 7.11); provided that no fractional shares of A-C Common Stock shall be converted into delivered (and the number of shares of A-C Common Stock to be delivered to any Shareholder shall thereafter represent be rounded down to the nearest whole number) and the Shareholders shall not be entitled to cash in lieu of fractional shares; provided further that no more than an aggregate of 10,000,000 shares of A-C Common Stock shall be issued or issuable at the Effective Time and on the Amendment Date pursuant to the Merger. Immediately following the Effective Time, the Shareholders shall deliver to A-C the certificates representing the OilQuip Common Stock, and A-C shall cause A-C's transfer agent to deliver to the Shareholders certificates representing the A-C Common Stock described in (i) above in accordance with Exhibit A hereto; and immediately following the Amendment Date, A-C shall cause A-C's transfer agent to deliver to the Shareholders certificates representing the A-C Common Stock described in clause (ii) above in accordance with Exhibit A. The A-C Common Stock issued pursuant to this Section 3.1(a) shall be duly authorized, fully paid and non-assessable. The Shareholders shall have no right to transfer or assign the right to receive the following consideration (A-C Common Stock prior to the “Merger Consideration”):issuance thereof. (ib) Each share of Company Acquisition Common Stock (excluding issued and outstanding immediately prior to the Effective Time will be converted, without any Excluded Shares) with respect to which an election to receive a combination of stock and cash has been effectively made and not revoked or lost pursuant to Section 2.7(c) (each, a “Mixed Consideration Election Share”) and each Non-Election Share, as defined in Section 2.7(c), shall be converted into the right to receive the combination (such combination, the “Per Share Mixed Consideration”) of (x) $4.00 in cash or such lesser amount of cash based action on the adjustments in Section 2.7(b) (part of the “Per Share Mixed Election Cash Amount”) and (y) the number of shares of Parent Common Stock (together with any cash in lieu of fractional shares of Parent Common Stock to be paid pursuant to Section 2.9(e)) equal to Mixed Election Stock Exchange Ratio. (ii) If the Available Stock Election Amount equals or exceeds the Stock Election Amountholder thereof, then each share of Company Common Stock (including any Company Restricted Stock, but excluding any Excluded Shares) with respect to which an election to receive stock consideration is properly made and not revoked or lost pursuant to Section 2.7(c) (each, a “Stock Election Share”) shall be converted into the right to receive a number of shares of Parent Common Stock (together with any cash in lieu of fractional shares of Parent Common Stock to be paid pursuant to Section 2.9(e) (the “Per Share Stock Election Consideration”)), equal to the Exchange Ratio. If the Stock Election Amount exceeds the Available Stock Election Amount (such excess being herein referred to as the “Excess Shares”), then each Stock Election Share shall be converted into the right to receive one (1) a number of duly and validly issued, fully paid and non-assessable share of OilQuip Common Stock. All shares of Parent A-C Common Stock equal issued in accordance with Section 3.1 shall be deemed to (w) be in full satisfaction of all rights pertaining to shares of OilQuip Common Stock held by the Available Stock Election Amount divided by (x) the number of Stock Election Shares, rounding to the nearest ten-thousandth of a shareShareholders, and (2) an amount of cash (without interest) equal to (y) the product of the Excess Shares shall be duly authorized, fully paid and the Parent Share Value, divided by (z) the number of Stock Election Sharesnon-assessable.

Merger Consideration. (a) At the Effective Time, subject to Section 2.7(b) and the other provisions of this Agreement, each share of the common stock of Company, $.01 par value (the “Company Common Stock”) issued and outstanding immediately prior to the Effective Time (excluding any Excluded Shares and any Appraisal Shares) shall, by virtue of the Merger and without any action on the part of the holder holders thereof, each share of Bank Stock issued and outstanding immediately prior to the Effective Time, other than (i) Dissenting Shares and (ii) shares held by Cash Electing Shareholders, shall be converted into and exchanged for the right to receive the number of shares of Parent Stock (the “Stock Consideration”) determined pursuant to the “Exchange Ratio” described in Section 2.3(d) below. The Stock Consideration, together with the cash payable to Cash Electing Shareholders as provided herein (the “Cash Consideration”), is referred to herein as the “Merger Consideration”. Immediately after the Effective Time, all shares of Bank Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each certificate previously representing any Bank Stock shall thereafter solely represent the right to receive the following consideration (the “applicable Merger Consideration”):. Notwithstanding anything else in this Section 2.3 to the contrary, each share of Bank Stock held by the Bank in treasury will be canceled and no Merger Consideration or other consideration will be paid or exchanged therefor. (ib) Each share At the Effective Time, by virtue of Company Common the Merger and without any action on the part of the holders thereof, all shares of Bank Stock (excluding any Excluded Shares) with respect to which an election to receive a combination of stock and cash has been effectively made and not revoked or lost pursuant to Section 2.7(c) (each, a “Mixed Consideration Election Share”) and held by each Non-Election Share, as defined in Section 2.7(c), Smaller Shareholder shall be converted into the right to receive either, as elected in the combination sole discretion of each such Smaller Shareholder (such combinationelection to be made in writing and delivered to the Bank at least five (5) business days before the Closing), (i) cash in an amount equal to the Per Share Cash Consideration multiplied by the number of shares of Bank Stock held by such Smaller Shareholder (each Smaller Shareholder that elects to receive cash being referred to herein as a “Cash Electing Shareholder”) or (ii) the right to receive shares of Parent Stock, the number of which shall be determined by multiplying the number of shares of Bank Stock held by a Smaller Shareholder as of the Effective Time by the Exchange Ratio; provided, that if the Bank does not receive a written election from a Smaller Shareholder in accordance with the provisions of this Agreement, such Smaller Shareholder shall be deemed to have elected to receive cash in exchange for such Smaller Shareholder’s shares of Bank Stock. Notwithstanding anything to the contrary in this Section 2.3(b), a Smaller Shareholder shall not have the right to elect to receive (or be deemed to have elected to receive) Cash Consideration if, after giving effect to such election or deemed election (and all other elections or deemed elections made prior to such Smaller Shareholder’s election or deemed election), the aggregate number of shares of Bank Stock held by Cash Electing Shareholders would equal or exceed 1,100,000 shares, and all shares of Bank Stock held by any such Smaller Shareholder shall be converted into and exchanged solely for Stock Consideration. Each Smaller Shareholder who elects or is deemed to elect to receive Parent Stock in exchange for such Smaller Shareholder’s shares of Bank Stock will be required, as a condition to receiving such consideration, to agree to be bound by the terms of a voting agreement, substantially in the form attached hereto as Exhibit A (a “Per Share Mixed Voting Agreement”), with respect to all shares of Parent Stock received as Merger Consideration”. (c) In the event Parent changes (or establishes a record date for changing) the number or kind of shares of Parent Stock outstanding before the Effective Time as a result of a stock split, stock dividend, recapitalization, reclassification, reorganization or similar transaction with respect to the outstanding Parent Stock and the record date therefor shall be prior to the Effective Time, appropriate and proportional adjustments will be made to either (x) $4.00 in cash or such lesser amount of cash based on the adjustments in Section 2.7(b) (the “Per Share Mixed Election Cash Amount”) and (yi) the number of shares of Parent Common Stock (together that may be issued for each share of Bank Stock in accordance with any cash in lieu of fractional shares of Parent Common Stock to be paid pursuant to Section 2.9(e)2.3(a) equal to Mixed Election Stock Exchange Ratio. or (ii) If the Available Stock Election Amount equals Exchange Ratio in the event Parent changes (or exceeds establishes a record date for changing) the Stock Election Amount, then each share of Company Common Stock (including any Company Restricted Stock, but excluding any Excluded Shares) with respect to which an election to receive stock consideration is properly made and not revoked or lost pursuant to Section 2.7(c) (each, a “Stock Election Share”) shall be converted into the right to receive a number of shares of Parent Common Stock (together with any cash in lieu of fractional shares of Parent Common Stock to be paid pursuant to Section 2.9(e) (the “Per Share Stock Election Consideration”)), equal to issued and outstanding after the Exchange Ratio. If Ratio has been established and before the Stock Election Amount exceeds Effective Time. (d) For purposes of this Agreement, the Available Stock Election Amount (such excess being herein referred to as following terms shall have the “Excess Shares”), then each Stock Election Share shall be converted into the right to receive (1) a number of validly issued, fully paid and non-assessable shares of Parent Common Stock equal to (w) the Available Stock Election Amount divided by (x) the number of Stock Election Shares, rounding to the nearest ten-thousandth of a share, and (2) an amount of cash (without interest) equal to (y) the product of the Excess Shares and the Parent Share Value, divided by (z) the number of Stock Election Shares.meanings set forth below:

Merger Consideration. (a) It is understood and agreed among the parties that the aggregate consideration payable by Parent hereunder is the aggregate number of shares of Parent Common Stock represented by variable Y as computed pursuant to the definition of “Exchange Ratio”, subject to adjustment pursuant to Section 3.2 (the “Merger Consideration”). Such Merger Consideration shall not be subject to adjustment based upon any changes in the number of shares of Company Common Stock outstanding or the exercise or settlement of any Company Options, Company Warrants or other securities issued by the Company, or any cash payments in respect thereof. (b) At the Effective Time, subject to Section 2.7(b) and the other provisions of this Agreement, each share of the common stock of Company, $.01 par value (the “Company Common Stock”) issued and outstanding immediately prior to the Effective Time (excluding any Excluded Shares and any Appraisal Shares) shall, by virtue of the Merger and without any action on the part of the holder thereofCompany Stockholders, be converted into and shall thereafter represent the right to receive the following consideration (the “Merger Consideration”): (i) Each each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (excluding other than any Excluded Shares) with respect to which an election to receive a combination shares of stock and cash has been effectively made and not revoked or lost Company Common Stock canceled pursuant to Section 2.7(c3.3) (each, a “Mixed Consideration Election Share”) and each Non-Election Share, as defined in Section 2.7(c), shall be canceled and extinguished and converted into the right to receive receive, upon the combination terms and subject to the conditions of this Agreement (such combinationincluding the terms and conditions relating to the Escrow Account, the “Per Share Mixed Consideration”) of (x) $4.00 in cash or such lesser amount of cash based on Warrant Escrow Agreement and the adjustments in Section 2.7(b) (the “Per Share Mixed Election Cash Amount”) and (y) Former Warrant Holders), the number of shares of Parent Voting Common Stock as determined pursuant to the Exchange Ratio and set forth on the Merger Consideration Schedule; provided, however, that Parent Non-Voting Common Stock shall be issued in lieu of Parent Voting Common Stock to any Company Stockholder to the extent required to ensure that, after giving effect to the issuance thereof, such Company Stockholder (together with its Affiliates) (i) if subject to the BHCA or deemed subject to the BHCA, would not own more than 4.9% of the outstanding Parent Voting Stock (on the basis of the number of votes represented by such Parent Voting Stock) or (ii) in any event, would not own more than 9.9% of the outstanding Parent Voting Stock (on the basis of the number of votes represented by such Parent Voting Stock). (c) Not less than sixteen (16) days prior to the Closing Date, the Company shall deliver to Parent and Parent shall deliver to the Company a statement of its Estimated Tangible Book Value. Each of the parties shall consult the other party regarding the calculation of its Estimated Tangible Book Value prior to delivery of its statement of Estimated Tangible Book Value. If the Closing occurs, the Estimated Tangible Book Value of the Company and the Estimated Tangible Book Value of Parent shall be used to determine the Exchange Ratio for the purposes of the Merger Consideration payable as of the Effective Time. (d) In the event that Parent, after the date hereof and prior to the Effective Time in accordance with this Agreement, consummates any direct or indirect sale, merger, business combination, consolidation, or other transaction that is similar in form, substance or purpose affecting the Parent Common Stock (together with other than such a transaction in which Parent is a continuing corporation and which does not result in any cash reclassification of, cancellation of or change (other than a subdivision of its outstanding shares of the Parent Common Stock into a greater number of shares or consolidation of its outstanding shares into a smaller number of shares or a change in lieu of fractional nominal value thereof) in, its outstanding shares of Parent Common Stock to be paid pursuant to Section 2.9(e)) equal to Mixed Election Stock Exchange Ratio. or any sale of all or substantially all of the stock or assets of Parent (ii) If the Available Stock Election Amount equals or exceeds the Stock Election Amount, then each share of Company Common Stock (including any Company Restricted Stock, but excluding any Excluded Shares) with respect to which an election to receive stock consideration is properly made and not revoked or lost pursuant to Section 2.7(c) (eachsuch event, a “Stock Election ShareParent Sale Transaction”) ), then, effective upon the consummation of such Parent Sale Transaction, each Company Stockholder shall be converted into have the right to receive a number receive, as of the Effective Time and upon the terms and subject to the conditions set forth herein, only the kind and amount of shares of Parent Common Stock stock and other securities and property (together with any cash in lieu of fractional shares of Parent Common Stock to be paid pursuant to Section 2.9(eincluding cash) (the “Per Share Stock Election Consideration”)), equal to the Exchange Ratio. If the Stock Election Amount exceeds the Available Stock Election Amount (that such excess being herein referred to as the “Excess Shares”), then each Stock Election Share shall be converted into the right Company Stockholder would have been entitled to receive (1) a number upon consummation of validly issued, fully paid and non-assessable shares of such Parent Common Stock equal Sale Transaction as if the Effective Time had occurred immediately prior to (w) the Available Stock Election Amount divided by (x) the number of Stock Election Shares, rounding to the nearest ten-thousandth of a share, and (2) an amount of cash (without interest) equal to (y) the product of the Excess Shares and the such Parent Share Value, divided by (z) the number of Stock Election SharesSale Transaction.

Merger Consideration. At Each ordinary share, par value US$0.001 per share, of the Effective TimeCompany (a “Share” or, subject to Section 2.7(b) and collectively, the other provisions of this Agreement“Shares”), including Shares represented by American Depositary Shares, each share of the common stock of Company, $.01 par value representing three Shares (the “Company Common StockADSs”) ), issued and outstanding immediately prior to the Effective Time (excluding any Time, other than Excluded Shares (as defined below) shall be cancelled in exchange for the right to receive US$1.17 in cash per Share without interest (the “Per Share Merger Consideration”). As each ADS represents three Shares, each ADS issued and any Appraisal outstanding immediately prior to the Effective Time, other than ADSs representing Excluded Shares) shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into and shall thereafter represent the right to receive the following consideration US$3.51 in cash without interest (the “Per ADS Merger Consideration”): ) pursuant to the terms and conditions set forth in the Deposit Agreement. At the Effective Time, all of the Shares, including Shares represented by ADSs, shall cease to be outstanding, shall be cancelled and shall cease to exist and the register of members of the Company will be amended accordingly. Each Share (i) Each share of Company Common Stock (excluding any other than Excluded Shares) with respect to which an election to receive a combination of stock and cash has been effectively made and not revoked or lost pursuant to Section 2.7(c) (each, a “Mixed Consideration Election Share”) and each Non-Election Share, as defined in Section 2.7(c), shall be converted into thereafter represent only the right to receive the combination (such combination, the “Per Share Mixed Consideration”) of (x) $4.00 in cash or such lesser amount of cash based on the adjustments in Section 2.7(b) (the “Per Share Mixed Election Cash Amount”) Merger Consideration without interest, and (y) the number of shares of Parent Common Stock (together with any cash in lieu of fractional shares of Parent Common Stock to be paid pursuant to Section 2.9(e)) equal to Mixed Election Stock Exchange Ratio. (ii) If the Available Stock Election Amount equals or exceeds the Stock Election Amount, then each share of Company Common Stock (including any Company Restricted Stock, but excluding any Excluded Shares) with respect to which an election to receive stock consideration is properly made and not revoked or lost pursuant to Section 2.7(c) (each, a “Stock Election Share”) Dissenting Shares shall be converted into thereafter represent only the right to receive a number the applicable payments set forth in Section 3.02(e). For the purposes of shares this Agreement, “Excluded Shares” means, collectively, (i) Shares and ADSs beneficially owned (as determined pursuant to Rule 13d-3 under the Exchange Act) by Parent or any wholly-owned Subsidiary of Parent Common Stock (together with any cash in lieu including Merger Sub) immediately prior to the Effective Time including, for the avoidance of fractional shares of Parent Common Stock doubt, each Rollover Share to be paid contributed to Parent by the Rollover Shareholders in accordance with the Rollover Agreement and each Additional Rollover Share (if any) to be contributed to Parent by any Rollover Shareholders in accordance with the Additional Rollover Agreements (if any), and (ii) Shares (“Dissenting Shares”) owned by holders of Shares who have validly exercised and not effectively withdrawn or lost their appraisal rights pursuant to Section 2.9(e) 238 of the Cayman Companies Law (the “Per Share Stock Election ConsiderationDissenting Shareholders”)), equal to the Exchange Ratio. If the Stock Election Amount exceeds the Available Stock Election Amount (such excess being herein referred to as the “Excess Shares”), then each Stock Election Share shall be converted into the right to receive (1) a number of validly issued, fully paid and non-assessable shares of Parent Common Stock equal to (w) the Available Stock Election Amount divided by (x) the number of Stock Election Shares, rounding to the nearest ten-thousandth of a share, and (2) an amount of cash (without interest) equal to (y) the product of the Excess Shares and the Parent Share Value, divided by (z) the number of Stock Election Shares.

Merger Consideration. At The aggregate amount to be paid by Parent on the Effective Time, subject Closing Date with respect to Section 2.7(b) and the other provisions of this Agreement, each share all of the common outstanding shares of capital stock of the Company and any options or other rights to acquire any securities of the Company (including (a) the Company’s Class A Common Stock, $.01 par value $.001 (the “Class A Common Stock”), (b) the Company’s Class B Common Stock, par value $.001 (the “Class B Common Stock,” and together with the Class A Common Stock, the “Company Common Stock”), (c) issued the Company’s Series A Convertible Participating Preferred Stock, par value $.001 (the “Company Preferred Stock”) and outstanding immediately prior (d) the Company Stock Options, shall equal: (i) $285,000,000 (subject to adjustment as set forth in Section 2.8), (ii) less the Indemnity Escrow Amount, (iii) less the Company’s Net Debt if the Company’s Net Debt is a positive amount, or plus the absolute value of the Company’s Net Debt if the Company’s Net Debt is a negative amount, each as set forth in the CFO Certificate, (iv) less the [***], (v) less the Retention Escrow Amount (the “Closing Consideration”); provided, however, notwithstanding the foregoing, with respect to any portion of Closing Consideration payable as a result of the absolute value of the Company’s Net Debt being a negative amount, the parties agree that Parent may opt to deposit all or a portion of such portion of the Closing Consideration with the Paying Agent after the Closing (instead of at the Closing), in which case Parent, subject to the Effective Time following proviso, may cause the Surviving Corporation to deposit all or a portion of such amount with the Paying Agent and Parent shall deposit any remainder of such amount with the Paying Agent, in each case as soon as practicable, and in any event within one (excluding 1) Business Day, after the Closing Date, provided, further, that Parent shall not cause the Surviving Corporation to deposit with the Paying Agent any Excluded Shares and any Appraisal Sharesamount of cash that, after such deposit, would cause the Surviving Corporation: (i) shall, by virtue to be unable to pay its debts (including trade debts) as they mature; (ii) to have the fair value of the Merger Surviving Corporation’s liabilities exceed the fair value of its assets as a going concern; or (iii) to be left with less than a reasonable amount of capital. Such amount equal to $285,000,000 (subject to adjustment as set forth in this Section 2.1, Section 2.8 and without Section 2.9), plus any action on the part of the holder thereofMilestone Payments paid pursuant to Section 2.10, plus any IDP-111 Revenue paid pursuant to Section 2.11 shall be converted into and shall thereafter represent the right referred to receive the following consideration (herein as the “Merger Consideration”): (i) Each share of Company Common Stock (excluding any Excluded Shares) with respect to which an election to receive a combination of stock and cash has been effectively made and not revoked or lost pursuant to Section 2.7(c) (each, a “Mixed Consideration Election Share”) and each Non-Election Share, as defined in Section 2.7(c), shall be converted into the right to receive the combination (such combination, the “Per Share Mixed Consideration”) of (x) $4.00 in cash or such lesser amount of cash based on the adjustments in Section 2.7(b) (the “Per Share Mixed Election Cash Amount”) and (y) the number of shares of Parent Common Stock (together with any cash in lieu of fractional shares of Parent Common Stock to be paid pursuant to Section 2.9(e)) equal to Mixed Election Stock Exchange Ratio. (ii) If the Available Stock Election Amount equals or exceeds the Stock Election Amount, then each share of Company Common Stock (including any Company Restricted Stock, but excluding any Excluded Shares) with respect to which an election to receive stock consideration is properly made and not revoked or lost pursuant to Section 2.7(c) (each, a “Stock Election Share”) shall be converted into the right to receive a number of shares of Parent Common Stock (together with any cash in lieu of fractional shares of Parent Common Stock to be paid pursuant to Section 2.9(e) (the “Per Share Stock Election Consideration”)), equal to the Exchange Ratio. If the Stock Election Amount exceeds the Available Stock Election Amount (such excess being herein referred to as the “Excess Shares”), then each Stock Election Share shall be converted into the right to receive (1) a number of validly issued, fully paid and non-assessable shares of Parent Common Stock equal to (w) the Available Stock Election Amount divided by (x) the number of Stock Election Shares, rounding to the nearest ten-thousandth of a share, and (2) an amount of cash (without interest) equal to (y) the product of the Excess Shares and the Parent Share Value, divided by (z) the number of Stock Election Shares.

Merger Consideration. At After the Effective Time, and upon delivery to the Exchange Agent of instructions authorizing transfer and cancellation of Book-Entry Interests in accordance with the terms of the Transmittal Letter and such other documents as may reasonably be required by the Exchange Agent, the holder of such Book-Entry Interests shall be entitled to receive in exchange therefor, and the Exchange Agent shall be required to deliver to each such holder (subject to Section 2.7(b) and the other provisions of this Agreement2.1(g)), each share of the common stock of Company, $.01 par value (the “Company Common Stock”) issued and outstanding immediately prior to the Effective Time (excluding any Excluded Shares and any Appraisal Shares) shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into and shall thereafter represent the right to receive the following consideration (the “Merger Consideration”): (i) Each share of Company Common Stock (excluding any Excluded Shares) with respect to which an election to receive a combination of stock and cash has been effectively made and not revoked or lost pursuant to Section 2.7(c) (each, a “Mixed Consideration Election Share”) and each Non-Election Share, as defined in Section 2.7(c), shall be converted into the right to receive the combination (such combination, the “Per Share Mixed Consideration”) of (x) $4.00 in cash or such lesser amount of cash based on the adjustments in Section 2.7(b) (the “Per Share Mixed Election Cash Amount”) and (y) the number of shares NASDAQ OMX Shares and ICE Shares and an amount in cash in respect of Parent Common Stock the aggregate Merger Consideration that such holder is entitled to receive pursuant to Section 1.5(a)(i) (together with after taking into account all NYSE Euronext Shares then held by such holder), and (ii) any cash in lieu of fractional shares of Parent Common Stock to be paid pursuant to Section 2.9(e)) equal to Mixed Election Stock Exchange Ratio. (ii) If which the Available Stock Election Amount equals or exceeds the Stock Election Amount, then each share of Company Common Stock (including any Company Restricted Stock, but excluding any Excluded Shares) with respect to which an election to receive stock consideration is properly made and not revoked or lost pursuant to Section 2.7(c) (each, a “Stock Election Share”) shall be converted into holder has the right to receive a number pursuant to Section 2.1(e). The Book-Entry Interests that are the subject of shares such authorization shall forthwith be cancelled. No interest will be paid or accrued on any amount payable upon such transfer and cancellation of Parent Common any Book-Entry Interests. The Stock Consideration issued and paid and the Cash Consideration paid in accordance with the terms of this Section 2.1(c) upon conversion of any NYSE Euronext Shares (together with including any cash paid in lieu of fractional shares of Parent Common Stock to be paid pursuant to Section 2.9(e2.1(e)) (shall be deemed to have been issued and paid in full satisfaction of all rights pertaining to such NYSE Euronext Shares. In the “Per Share Stock Election Consideration”))event of a transfer of ownership of any NYSE Euronext Shares that is not registered in the transfer records of NYSE Euronext, equal the proper number of NASDAQ OMX Shares, ICE Shares and the proper amount in cash may be transferred by the Exchange Agent to such a transferee if written instructions authorizing the transfer of the Book-Entry Interests are presented to the Exchange RatioAgent, in any case, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer Taxes have been paid. If any portion of the Merger Consideration is to be delivered to a Person other than the holder in whose name any Book-Entry Interests are registered, it shall be a condition of such exchange that the Person requesting such delivery shall pay any transfer or other similar Taxes required by reason of the transfer of NASDAQ OMX Shares or ICE Shares or the payment of the Cash Consideration to a Person other than the registered holder of any Book-Entry Interests, or shall establish to the satisfaction of NASDAQ OMX and ICE or the Exchange Agent that such Tax has been paid or is not applicable. The NASDAQ OMX Shares and ICE Shares constituting the NASDAQ OMX Stock Election Amount exceeds Consideration and the Available ICE Stock Election Amount (such excess being herein referred to Consideration, respectively, at NASDAQ OMX and ICE’s option, as the “Excess Shares”)case may be, then each Stock Election Share shall be converted into the right to receive (1) in uncertificated book-entry form, unless a number of validly issued, fully paid and non-assessable shares of Parent Common Stock equal to (w) the Available Stock Election Amount divided by (x) the number of Stock Election Shares, rounding to the nearest ten-thousandth of a share, and (2) an amount of cash (without interest) equal to (y) the product of the Excess Shares and the Parent Share Value, divided by (z) the number of Stock Election Sharesphysical certificate is otherwise required under applicable Law.

Merger Consideration. At (a) Prior to any adjustments thereto in accordance with the Effective Time, subject to Section 2.7(b) and the other provisions remainder of this AgreementSection 1.8, each share the amount of cash to be paid by Parent and/or the common stock Surviving Corporation to the record holders of Company, $.01 par value (the “Company Common Stock”) issued and outstanding immediately prior to the Effective Time (excluding any Excluded Shares and any Appraisal Shares) shall, by virtue shares of Company Common Stock for each of their shares held as of the Merger and without any action on the part Closing, excluding Dissenting Shares, upon surrender of the holder thereofcertificates for such shares, be converted into is the per-share amount determined by dividing $5,284,861 by the number of issued and shall thereafter represent outstanding shares of Company Common Stock as of the right to receive the following consideration Closing (the “"Preliminary Closing Merger Consideration”): (i) Each share "). The Preliminary Closing Merger Consideration shall be adjusted upward or downward as provided in the remainder of this Section 1.8, and the resulting amount after such adjustments is the amount that Parent and/or the Surviving Corporation will pay to such holders of shares of Company Common Stock (excluding any Excluded Dissenting Shares) with respect upon surrender of their certificates for such shares at or after the Closing (the "Final Closing Merger Consideration"). (b) At least five Business Days prior to the Closing Date, the Company shall deliver to Parent its good faith written estimate of the Closing Working Capital, which an election to receive a combination of stock and cash has been effectively made and not revoked or lost pursuant to Section 2.7(c) (each, a “Mixed Consideration Election Share”) and each Non-Election Share, as defined in Section 2.7(c), Parent shall be converted into have the right to receive approve in the combination (such combination, the “Per Share Mixed Consideration”) good faith exercise of (x) $4.00 in cash or such lesser amount of cash based on the adjustments in Section 2.7(b) its judgment (the “Per Share Mixed Election Cash Amount”"Estimated Closing Working Capital"). The Company shall make available to Parent all work papers and other books and records utilized in preparing the Estimated Closing Working Capital and shall make available to Parent the appropriate personnel involved in the preparation of such estimate. The Preliminary Closing Merger Consideration (i) and shall be decreased by the amount, if any, by which the Estimated Closing Working Capital is less than $500,000 (ythe "Estimated Deficiency"), or (ii) shall be increased by the amount, if any, by which the Estimated Closing Working Capital is greater than $500,000 (the "Estimated Excess"), (iii) in either case (an Estimated Deficiency or an Estimated Excess) divided by the number of issued and outstanding shares of Parent Common Stock (together with any cash in lieu of fractional shares of Parent Common Stock to be paid pursuant to Section 2.9(e)) equal to Mixed Election Stock Exchange Ratio. (ii) If the Available Stock Election Amount equals or exceeds the Stock Election Amount, then each share of Company Common Stock as of the Closing in order to arrive at the per-share adjustment amount to the Preliminary Closing Merger Consideration. (c) If as of the Closing the sum of (i) the Company's bank indebtedness plus (ii) the Company's remaining principal obligations to D.J. Leasing, Inc. to acquire ownership of the vending machines leased under its equipment lease with such corporation (including any Company Restricted Stockin such principal obligations the $400,000 option purchase price and the "principal" portion of the remaining monthly lease payments, but excluding any Excluded Sharesan assumed interest component included in said monthly payments at an interest rate of seven percent (7%) with respect to which an election to receive stock consideration is properly made and not revoked or lost pursuant to Section 2.7(cper annum) (eachtogether, a “Stock Election Share”the "Company Debt") shall be converted into the right to receive a number of shares of Parent Common Stock exceeds Four Million Four Hundred Thousand Dollars (together with any cash in lieu of fractional shares of Parent Common Stock to be paid pursuant to Section 2.9(e$4,400,000) (the “Per Share Stock Election Consideration”))excess, equal to if any, of the Exchange Ratio. If Company Debt over $4,400,000 is the Stock Election Amount exceeds the Available Stock Election Amount (such excess being herein referred to as the “"Excess Shares”Company Debt"), then each Stock Election Share the Preliminary Closing Merger Consideration shall be converted into reduced by an amount calculated by dividing the right to receive (1) a number of validly issued, fully paid and non-assessable shares of Parent Common Stock equal to (w) the Available Stock Election Amount divided Excess Company Debt by (x) the number of issued and outstanding shares of Company Common Stock Election Shares, rounding to the nearest ten-thousandth of a share, and (2) an amount of cash (without interest) equal to (y) the product as of the Excess Shares and Closing to arrive at the Parent Share Value, divided by (z) the number of Stock Election Sharesper-share adjustment to be made.

Merger Consideration. The manner and basis of converting the shares of Company Common Stock upon consummation of the Merger shall be as set forth in this Section 3.1. At the Effective Time, subject by virtue of the Merger and without any action on the part of Company, Acquisition Sub or any holder of Company Capital Stock or holder of capital stock of Acquisition Sub: (a) Subject to Section 2.7(b) and the other provisions of this AgreementSection 3.1, each share of the common stock of Companystock, par value $.01 par value per share, of Company (the “Company Common Stock”) issued and outstanding immediately prior to the Effective Time (excluding any Excluded Shares treasury shares, shares held by Acquiror, Acquisition Sub or any Subsidiary of Acquiror or Acquisition Sub and any Appraisal Dissenting Shares) shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into and shall thereafter represent the right to receive the following consideration (the “Merger Consideration”): (i) Each share of Company Common Stock (excluding any Excluded Shares) with respect to which an election to receive a combination of stock and cash has been effectively made and not revoked or lost pursuant to Section 2.7(c) (each, a “Mixed Consideration Election Share”) and each Non-Election Share, as defined in Section 2.7(c), shall be converted into the right to receive the combination Merger Consideration. The “Merger Consideration” shall mean either (such combination, i) cash in the “Per Share Mixed Consideration”) of (x) $4.00 in cash or such lesser amount of cash based on the adjustments in Section 2.7(b) $22.00 (the “Price Per Share Mixed Election Share”), without interest (the “Cash AmountConsideration”) and ), (yii) the number of shares of Parent common stock, par value $1.00 per share, of Acquiror (“Acquiror Common Stock (together with any cash in lieu of fractional shares of Parent Common Stock Stock”), rounded to be paid pursuant to Section 2.9(e)) equal to Mixed Election Stock Exchange Ratio. (ii) If the Available Stock Election Amount equals or exceeds the Stock Election Amount, then each share of Company Common Stock (including any Company Restricted Stock, but excluding any Excluded Shares) with respect to which an election to receive stock consideration is properly made and not revoked or lost pursuant to Section 2.7(c) (each, a “Stock Election Share”) shall be converted into the right to receive a number of shares of Parent Common Stock (together with any cash in lieu of fractional shares of Parent Common Stock to be paid pursuant to Section 2.9(e) nearest four decimals (the “Per Share Stock Election ConsiderationExchange Rate”)), equal to the Exchange Ratio. If Cash Consideration divided by the Stock Election Amount exceeds the Available Stock Election Amount Average Price (such excess being herein referred to as the “Excess SharesStock Consideration”), then each Stock Election Share shall be converted into the right to receive or (1iii) a number combination of validly issued, fully paid Cash Consideration and non-assessable shares Stock Consideration in accordance with subparagraph (c) of Parent this Section 3.1. The “Average Price” means the average of the mean of the high and low sales prices per share of the Acquiror Common Stock equal on the New York Stock Exchange, Inc. (the “NYSE”), as reported on the Composite Transactions Tape of the NYSE for each of the 10 consecutive full trading days in which such shares are traded on the NYSE ending on the third trading day prior to, but not including, the Effective Time; provided, however, that if the Average Price as computed pursuant to (w) the Available Stock Election Amount divided by foregoing terms of this sentence would (x) exceed $58.00 (subject to adjustment pursuant to Section 3.1(k)) (the number of Stock Election Shares, rounding “Upper Collar”) then the Average Price shall be $58.00 or (y) be less than $46.00 (subject to adjustment pursuant to Section 3.1(k)) (the “Lower Collar”) then the Average Price shall be $46.00. The Average Price shall be calculated to the nearest tenone-thousandth hundredth of a share, and (2) an amount of cash (without interest) equal to (y) the product of the Excess Shares and the Parent Share Value, divided by (z) the number of Stock Election Sharesone cent.

Merger Consideration. At (a) In consideration of the Effective TimeMerger, subject at the Closing, Playa shall pay to the Company cash in the amount of $265,000, which the Company shall use for payment of the indebtedness described on Schedule 1.5.3 hereto. (b) In consideration of the Merger, at the Closing, the Merger consideration with respect to Playa ("Merger Consideration") shall be as follows: (i) all of the issued and outstanding shares of Playa Common Stock (other than shares to be canceled in accordance with Section 2.7(b1.5.2) and all shares of Playa Common Stock underlying the other provisions Playa Warrants shall be converted into the right to receive an aggregate of this Agreement11,500,000 shares of the Company Common Stock after giving effect to the Merger. All shares of Playa Common Stock underlying the Other Warrants and the Playa Options shall be converted into the right to receive, for each share of the common stock Playa Common Stock underlying such Other Warrants and Playa Options, one share of Company, $.01 par value (the “Company Common Stock”) issued and outstanding immediately prior Stock after giving effect to the Effective Time Merger. (excluding any Excluded Shares ii) The Merger Consideration with respect to the Playa Warrants, the Other Warrants, and any Appraisal Sharesthe Playa Options shall be warrants or options, as the case may be, of the Company exercisable upon the same terms and conditions as such Playa Warrants, Other Warrants or Playa Options, as the case may be, for the number of shares of Company Common Stock equal to the number of shares of Playa Common Stock for which such Playa Warrants, Other Warrants or Playa Options, as the case may be, were previously exercisable. The shares of Playa Common Stock, Playa Warrants, Other Warrants, Playa Options and Other Options so converted into the right to receive the Merger Consideration (each a "Converted Security") shall, by virtue of the Merger and without any action on the part of the holder thereof, at the Effective Time no longer be converted into outstanding and shall at such time be canceled and retired and shall cease to exist, and each holder of any Converted Security shall thereafter represent cease to have any rights with respect to such Converted Security, except, upon the surrender of certificates representing such Converted Securities duly endorsed in blank or accompanied by a stock power duly executed in blank, the right to receive the following consideration (Merger Consideration at the “Merger Consideration”): (i) Each share of Company Common Stock (excluding any Excluded Shares) with respect to which an election to receive a combination of stock times and cash has been effectively made and not revoked or lost pursuant to Section 2.7(c) (each, a “Mixed Consideration Election Share”) and each Non-Election Share, as defined in Section 2.7(c), shall be converted into the right to receive the combination (such combination, the “Per Share Mixed Consideration”) of (x) $4.00 in cash or such lesser amount of cash based on the adjustments in Section 2.7(b) (the “Per Share Mixed Election Cash Amount”) and (y) the number of shares of Parent Common Stock (together with any cash in lieu of fractional shares of Parent Common Stock to be paid pursuant to Section 2.9(e)) equal to Mixed Election Stock Exchange Ratiomanner set forth herein. (ii) If the Available Stock Election Amount equals or exceeds the Stock Election Amount, then each share of Company Common Stock (including any Company Restricted Stock, but excluding any Excluded Shares) with respect to which an election to receive stock consideration is properly made and not revoked or lost pursuant to Section 2.7(c) (each, a “Stock Election Share”) shall be converted into the right to receive a number of shares of Parent Common Stock (together with any cash in lieu of fractional shares of Parent Common Stock to be paid pursuant to Section 2.9(e) (the “Per Share Stock Election Consideration”)), equal to the Exchange Ratio. If the Stock Election Amount exceeds the Available Stock Election Amount (such excess being herein referred to as the “Excess Shares”), then each Stock Election Share shall be converted into the right to receive (1) a number of validly issued, fully paid and non-assessable shares of Parent Common Stock equal to (w) the Available Stock Election Amount divided by (x) the number of Stock Election Shares, rounding to the nearest ten-thousandth of a share, and (2) an amount of cash (without interest) equal to (y) the product of the Excess Shares and the Parent Share Value, divided by (z) the number of Stock Election Shares.

Merger Consideration. At the Effective Time, subject to Section 2.7(b) and the other provisions of this Agreement, each Each share of the common stock of CompanyCommon Stock, $.01 par value $0.001 per share, of the Company (a "SHARE" or, collectively, the “Company Common Stock”"SHARES") issued and outstanding immediately prior to the Effective Time (excluding other than Dissenting Shares, Shares owned by Parent, Merger Subsidiary or any Excluded other direct or indirect subsidiary of Parent (collectively, the "PARENT COMPANIES") and Shares and that are owned by the Company or any Appraisal Shares) shall, by virtue direct or indirect subsidiary of the Merger Company and without any action in each case not held on the part behalf of the holder thereofthird parties (collectively, "EXCLUDED SHARES")) shall be converted into into, and shall thereafter represent become exchangeable for, the right to receive Merger Consideration (as defined below). Notwithstanding the following consideration (the “Merger Consideration”): (i) Each share immediately preceding sentence, no fractional shares of Company Parent Common Stock (excluding any Excluded Sharesas defined below) with respect will be issuable pursuant to this Section 4.1(a); rather, in the event that the aggregate Merger Consideration to which an election to receive a combination any holder of stock and cash has been effectively made and not revoked or lost Shares is otherwise entitled pursuant to this Section 2.7(c) (each, a “Mixed Consideration Election Share”4.1(a) and each Non-Election ShareSection 4.2 includes a fractional share of Parent Common Stock, as defined in Section 2.7(c), shall be converted into the right to receive the combination (such combination, the “Per Share Mixed Consideration”) of (x) $4.00 in cash or such lesser amount of cash based on the adjustments in Section 2.7(b) (the “Per Share Mixed Election Cash Amount”) and (y) the number of shares of Parent Common Stock comprising the Merger Consideration to which such holder of Shares is entitled shall be rounded up to the nearest whole number. At the Effective Time, all Shares shall no longer be outstanding and shall be canceled and retired and shall cease to exist, and each certificate (together with a "CERTIFICATE") formerly representing any cash of such Shares (other than Excluded Shares) shall thereafter represent only the right to receive the Merger Consideration and the right, if any, to receive any distribution or dividend pursuant to Section 4.2(c). As used herein, the term "MERGER CONSIDERATION shall mean that number of shares of Common Stock, par value $0.001 per share, of Parent ("PARENT COMMON STOCK") determined as follows: (i) in lieu of fractional the event that the Parent Average Stock Price (as defined below) is equal to or greater than $0.27, the Merger Consideration shall be 0.37 shares of Parent Common Stock to be paid pursuant to Section 2.9(e)) equal to Mixed Election Stock Exchange Ratio.Stock; and (ii) If in the Available event that the Parent Average Stock Election Amount equals or exceeds Price is less than $0.27, the Stock Election Amount, then each share of Company Common Stock (including any Company Restricted Stock, but excluding any Excluded Shares) with respect to which an election to receive stock consideration is properly made and not revoked or lost pursuant to Section 2.7(c) (each, a “Stock Election Share”) Merger Consideration shall be converted into the right equal to receive a that number of shares of Parent Common Stock (together with any cash which when multiplied by the Parent Average Stock Price is equal to 0.10; provided, however, that in lieu of fractional no event shall the Merger Consideration exceed 0.60 shares of Parent Common Stock to be paid pursuant to Section 2.9(e) (the “Per Share Stock Election Consideration”)), equal to the Exchange Ratio. If the Stock Election Amount exceeds the Available Stock Election Amount (such excess being herein referred to as the “Excess Shares”), then each Stock Election Share shall be converted into the right to receive (1) a number of validly issued, fully paid and non-assessable shares of Parent Common Stock equal to (w) the Available Stock Election Amount divided by (x) the number of Stock Election Shares, rounding to the nearest ten-thousandth of a share, and (2) an amount of cash (without interest) equal to (y) the product of the Excess Shares and the Parent Share Value, divided by (z) the number of Stock Election SharesStock.

Merger Consideration. At (a) The Parties acknowledge and agree that the Effective Timerespective boards of directors of each of the Company and OAC have valued the Target Companies at the sum of Two Hundred and Fifty Million ($250,000,000) Dollars (the “Target Companies Valuation”). (b) As consideration for the Merger, subject to Section 2.7(b) the terms and the other provisions conditions of this Agreement, each share all holders of the common stock of Company, $.01 par value (the “Company Common Stock”) issued and outstanding immediately prior to the Effective Time (excluding any Excluded Shares and any Appraisal Shares) shall, by virtue of the Merger and without any action on the part of the holder thereof, Securities shall be converted into and shall thereafter represent the right entitled to receive in the following consideration Merger, an aggregate of Twenty-Three Million Four Hundred Seventy-Four Thousand One Hundred Seventy-Eight (23,474,178) OAC Shares (the “Merger Consideration”):), which is equal to the Target Companies Valuation divided by the agreed upon value of the OAC Shares to be issued as Merger Consideration of $10.65 per share. Each holder of capital stock of the Company shall receive for each share of capital stock of the Company its pro rata share of the Merger Consideration, treating any outstanding shares of Company Preferred Stock on an as-converted to Class A Common Stock basis (and after deducting from the Merger Consideration payable to such holders of capital stock, the Purchase Note Conversion Shares issuable to the holders of outstanding Company Purchase Notes). (c) Any options, warrants and other rights to acquire equity securities of the Company, and all other securities that are convertible into or exchangeable for equity securities of the Company, including the Company Purchase Notes that are outstanding as at the Effective Time (collectively, “Company Common Stock Equivalent Securities”), (A) if exercised or converted prior to the Effective Time, shall have the resulting shares of capital stock of the Company issued upon such exercise treated as outstanding shares of capital stock of the Company, and (B) except for the Company Purchase Notes which shall be converted in accordance with Section 1.7(e) below, any Company Common Stock Equivalent Securities that are not exercised or converted prior to the Effective Time will be terminated and extinguished at the Effective Time. Notwithstanding the foregoing, as of the date of this Agreement, the Company has granted to employees of the Target Companies Company Options to purchase up to 900,000 shares of Company Class A Common Stock. Treatment of the Company Options in the Merger shall be as provided in Section 1.7(f) below. (d) The pro-rata portion of the Merger Consideration (less the Purchase Note Conversion Shares) allocable to each holder of Company Class A Common Stock, any other outstanding capital stock of the Company and/or Company Common Stock Equivalent Securities (other than the Company Purchase Notes, which shall be converted in accordance with Section 1.7(e) below) shall be determined by dividing (i) Each share of Company Common Stock (excluding any Excluded Shares) with respect to which an election to receive a combination of stock and cash has been effectively made and not revoked or lost pursuant to Section 2.7(c) (each, a “Mixed Consideration Election Share”) and each Non-Election Share, as defined in Section 2.7(c), shall be converted into the right to receive the combination (such combination, the “Per Share Mixed Consideration”) sum of (x) $4.00 in cash or such lesser amount of cash based on the adjustments in Section 2.7(b) (the “Per Share Mixed Election Cash Amount”) and (yA) the number of shares of Parent Company Class A Common Stock or Company Class B Common Stock owned of record by such Company stockholder, plus (together with any cash in lieu of fractional B) the shares of Parent Company Class A Common Stock to be paid pursuant to Section 2.9(e)or Company Class B Common Stock issuable upon conversion or exercise of any Company Common Stock Equivalent Securities (other than Company Purchase Notes) equal to Mixed Election or shares of Company Preferred Stock Exchange Ratio. owned by such Company security holder, by (ii) If 100% of the Available Stock Election Amount equals or exceeds Company Fully-Diluted Common Stock. As used in this Agreement, the Stock Election Amountterm “Company Fully-Diluted Common Stock” shall mean the sum of (A) all issued and outstanding shares of Company Common Stock, then each share and (B) all shares of Company Common Stock (including any issuable upon conversion or exercise of all Company Restricted Stock, but excluding any Excluded Shares) with respect to which an election to receive stock consideration is properly made and not revoked or lost pursuant to Section 2.7(c) (each, a “Stock Election Share”) shall be converted into the right to receive a number of shares of Parent Common Stock Equivalent Securities (together with any cash in lieu of fractional shares of Parent Common Stock to be paid pursuant to Section 2.9(eother than the Company Purchase Notes) (the “Per Share Stock Election Consideration”)), equal to the Exchange Ratio. If the Stock Election Amount exceeds the Available Stock Election Amount (such excess being herein referred to as the “Excess Shares”), then each Stock Election Share shall be converted into the right to receive (1) a number of validly issued, fully paid and non-assessable shares of Parent Common Stock equal to (w) the Available Stock Election Amount divided by (x) the number of Stock Election Shares, rounding to the nearest ten-thousandth of a share, and (2) an amount of cash (without interest) equal to (y) the product of the Excess Shares and the Parent Share Value, divided by (z) the number of Stock Election Sharesor Company Preferred Stock.

Merger Consideration. At Subject to the Effective Time, subject to Section 2.7(b) and the other provisions of this Agreement, each share of the common stock of Company, $.01 par value (the “Company Common Stock”) issued and outstanding immediately prior to at the Effective Time (excluding any Excluded Shares and any Appraisal Shares) shallTime, automatically by virtue of the Merger and without any action on the part of Buyer, Seller or the holder thereof, be converted into and shall thereafter represent shareholders of either of the right to receive the following consideration (the “Merger Consideration”):foregoing: (ia) Each share of Company Buyer’s common stock, $1.00 par value per share (“Buyer Stock”) that is issued and outstanding immediately prior to the Effective Time shall remain outstanding following the Effective Time and shall be unchanged by the Merger; (b) Each share of Seller common stock, $1.00 par value per share (“Seller Common Stock”) owned directly by Buyer (other than shares in trust accounts, managed accounts or other similar accounts for the benefit of customers or shares held as collateral for outstanding debt previously contracted) immediately prior to the Effective Time (the “Cancelled Shares”) shall be cancelled and retired at the Effective Time without any conversion thereof, and no payment shall be made with respect thereto. (c) Subject to Sections 1.2(g), each share of Seller Common Stock issued and outstanding immediately prior to the Effective Time (excluding any Excluded other than treasury stock, Dissenting Shares and Cancelled Shares) with respect to which an election to receive a combination of stock shall become and cash has been effectively made and not revoked or lost pursuant to Section 2.7(c) (each, a “Mixed Consideration Election Share”) and each Non-Election Share, as defined in Section 2.7(c), shall be converted into the right to receive the combination following consideration, in each case without interests: (such combinationi) an amount of cash equal to $1.90 (the “Cash Consideration”); and (ii) 0.6178 validly issued, fully paid and nonassessable shares (the “Exchange Ratio”) of Buyer Stock together with cash in lieu of any fractional shares in accordance with the provisions of Section 1.2(g) (the “Stock Consideration”, and with the Cash Consideration, individually, the “Per Share Mixed Purchase Price” and collectively, and in the aggregate, as adjusted in accordance with the terms hereof, the “Merger Consideration”). Each certificate previously representing shares of Seller Common Stock (each, a “Certificate”) shall thereafter represent, subject to Section 1.3(d), only the right to receive the Merger Consideration. Any reference herein to “Certificate” shall be deemed, as appropriate, to include reference to book-entry account statements relating to the ownership of shares of Seller Common Stock, and it being further understood that provisions herein relating to Certificates shall be interpreted in a manner that appropriately accounts for book-entry shares, including that, in lieu of delivery of a Certificate and a Letter of Transmittal, shares held in book-entry form may be transferred by means of an “agent’s message” to the Exchange Agent or such other evidence of transfer as the Exchange Agent may reasonably request. (d) At the Effective Time, each outstanding option to acquire shares of Seller Common Stock (a “Seller Stock Option”) issued pursuant to Seller’s equity-based compensation plans identified in Section 3.5(a)(i) of the Disclosure Memorandum (the “Seller Stock Plans”), whether vested or unvested, that is outstanding as of immediately prior to the Effective Time, shall become fully vested and shall be cancelled and converted automatically into the right to receive a cash payment from Buyer or Buyer Bank (the “Cash Out Amount”) in an amount equal to the product of (x) $4.00 in cash or the excess, if any, of the Merger Consideration Price (as defined below) over the exercise price of each such lesser amount of cash based on the adjustments in Section 2.7(b) (the “Per Share Mixed Election Cash Amount”) Seller Stock Option and (y) the number of shares of Parent Seller Common Stock (together with subject to such option to the extent not previously exercised. After the Effective Time, any cash in lieu such cancelled Seller Stock Option shall no longer be exercisable by the former holder thereof, but shall only entitle the holder to the payment of fractional shares the Cash Out Amount, without interest. In the event the exercise price per share of Parent Seller Common Stock subject to be paid pursuant to Section 2.9(e)) a Seller Stock Option is equal to Mixed Election or greater than the Merger Consideration Price, such Seller Stock Option shall be cancelled without consideration and have no further force or effect. For purposes of this Agreement, the term “Merger Consideration Price” means the sum of (i) the Exchange Ratio. Ratio multiplied by the Closing Price and (ii) If the Available Stock Election Amount equals or exceeds the Stock Election Amount, then each share of Company Common Stock (including any Company Restricted Stock, but excluding any Excluded Shares) with respect to which an election to receive stock consideration is properly made and not revoked or lost pursuant to Section 2.7(c) (each, a “Stock Election Share”) shall be converted into the right to receive a number of shares of Parent Common Stock (together with any cash in lieu of fractional shares of Parent Common Stock to be paid pursuant to Section 2.9(e) (the “Per Share Stock Election Consideration”)), equal to the Exchange Ratio. If the Stock Election Amount exceeds the Available Stock Election Amount (such excess being herein referred to as the “Excess Shares”), then each Stock Election Share shall be converted into the right to receive (1) a number of validly issued, fully paid and non-assessable shares of Parent Common Stock equal to (w) the Available Stock Election Amount divided by (x) the number of Stock Election Shares, rounding to the nearest ten-thousandth of a share, and (2) an amount of cash (without interest) equal to (y) the product of the Excess Shares and the Parent Share Value, divided by (z) the number of Stock Election Shares$1.90.

Merger Consideration. At (a) Except (1) as otherwise provided in Section 3.1(c) or (2) for Dissenting Shares (as hereinafter defined), at the Effective Time, subject to Section 2.7(b) and the other provisions of this Agreement, each share of the common stock of Company, $.01 par value (the “Company Common Stock”) issued and outstanding immediately prior to the Effective Time (excluding any Excluded Shares and any Appraisal Shares) shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into and shall thereafter represent the right to receive the following consideration (the “of any Merger Consideration”):Sub Common Stock or of any Company Capital Stock or Company Warrants: (i) Each each share of Company Class A Common Stock (excluding any Excluded Shares) with respect issued and outstanding immediately prior to which an election to receive a combination of stock and cash has been effectively made and not revoked or lost pursuant to Section 2.7(c) (each, a “Mixed Consideration Election Share”) and each Non-Election Share, as defined in Section 2.7(c), the Effective Time shall be converted into the right to receive the combination (such combination$20.00 in cash, the “Per Share Mixed Consideration”) of (x) $4.00 in cash or such lesser amount of cash based on the adjustments in Section 2.7(b) without interest (the “Per Share Mixed Election Cash AmountMerger Consideration”); and (ii) pursuant to Section 2.6 of the Warrant Agreement and notwithstanding anything contained therein to the contrary, at the Effective Time, with respect to each Company Warrant that is outstanding as of immediately prior to the Effective Time, the right of the holder of such Company Warrant to receive shares of Company Class A Common Stock upon exercise of such Company Warrant shall thereafter convert to the right of the holder of such Company Warrant to exercise such Company Warrant to receive an amount in cash equal to the product of (yA) the total number of shares of Parent Company Class A Common Stock subject to such Company Warrant and (B) the excess, if any, of the Merger Consideration over the then-current exercise price per share of Company Class A Common Stock (together with without giving effect to any cash in lieu of fractional shares of Parent Common Stock the transactions contemplated hereby) previously subject to be paid pursuant to Section 2.9(e)) equal to Mixed Election Stock Exchange Ratio. (ii) If the Available Stock Election Amount equals or exceeds the Stock Election Amount, then each share of such Company Common Stock (including any Company Restricted Stock, but excluding any Excluded Shares) with respect to which an election to receive stock consideration is properly made and not revoked or lost pursuant to Section 2.7(c) (each, a “Stock Election Share”) shall be converted into the right to receive a number of shares of Parent Common Stock (together with any cash in lieu of fractional shares of Parent Common Stock to be paid pursuant to Section 2.9(e) (the “Per Share Stock Election Consideration”)), equal to the Exchange Ratio. If the Stock Election Amount exceeds the Available Stock Election Amount Warrant (such excess amount being herein hereafter referred to as the “Excess SharesWarrant Consideration”). The Warrant Consideration shall be paid by the Surviving Corporation in accordance with the terms of the Warrant Agreement. (b) Each share of Merger Sub Common Stock issued and outstanding immediately prior to the Effective Time shall, then each Stock Election Share shall at the Effective Time, be converted into the right to receive (1) a number of and become one validly issued, fully paid and non-assessable nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation with the same rights, powers and privileges as the shares so converted and shall constitute the only outstanding shares of Parent Common Stock equal capital stock of the Surviving Corporation. At the Effective Time, all certificates representing common stock of Merger Sub shall be deemed for all purposes to (w) the Available Stock Election Amount divided by (x) represent the number of shares of common stock of the Surviving Corporation into which they were converted in accordance with the immediately preceding sentence. (c) At the Effective Time, each share of Company Capital Stock Election Sharesheld by the Company as treasury stock (other than shares in a Company Plan) or owned by Parent or Merger Sub (other than shares held in trust accounts, rounding managed accounts, mutual funds and the like, or otherwise held in a fiduciary or agency capacity, that are beneficially owned by third parties) immediately prior to the nearest ten-thousandth of a shareEffective Time shall be canceled, and (2) an amount of cash (without interest) equal to (y) the product of the Excess Shares and the Parent Share Value, divided by (z) the number of Stock Election Sharesno payment shall be made with respect thereto.

Merger Consideration. At the Effective Time, subject to Section 2.7(b(i) and the other provisions of this Agreement, each share of the common stock of Company, $.01 par value (the “Company Common Stock”) Each Share issued and outstanding immediately prior to the Effective Time (excluding other than (A) Shares owned by Parent or any Excluded direct or indirect Subsidiary (as defined herein) of Parent (collectively, the "Parent Companies"), (B) Dissenting Shares, or (C) Shares and that are owned by the Company or any Appraisal Shares) shall, by virtue direct or indirect Subsidiary of the Merger Company (and without any action in each case not held on the part behalf of the holder thereofthird Parties) (collectively, "Excluded Shares")) shall be converted into into, and shall thereafter represent become exchangeable for the right to receive the following consideration Price Per Share in cash (the “"Merger Consideration”):"). (iii) Each share At the Effective Time, all Shares shall no longer be outstanding and shall be canceled and retired and shall cease to exist, and each certificate (a "Certificate") formerly representing any of Company Common Stock such Shares (excluding any other than Excluded Shares) with respect to which an election to receive a combination of stock and cash has been effectively made and not revoked or lost pursuant to Section 2.7(c) (each, a “Mixed Consideration Election Share”) and each Non-Election Share, as defined in Section 2.7(c), shall be converted into thereafter represent only the right to receive the combination Merger Consideration. (such combinationiii) At the Effective Time, the “Per Share Mixed Consideration”) each warrant to purchase shares of (x) $4.00 in cash or such lesser amount of cash based Common Stock listed on the adjustments in Section 2.7(bSchedule 6.1(b) (the “"Warrants") shall be canceled in exchange for a cash payment of an amount equal to (A) the excess, if any, of (1) the Price Per Share Mixed Election Cash Amount”over (2) and the exercise price per share of Common Stock subject to such Warrant, multiplied by (yB) the number of shares of Parent Common Stock for which such Warrant shall not theretofore have been exercised (together with any cash the "Warrant Spread"). Upon surrender to Parent at the address set forth in lieu Section 10.6 of fractional shares Warrants and/or such other documents as may reasonably be requested by Parent, Parent hereby agrees to deliver to the registered holders of Parent such Warrants (as indicated in the records of the Company) the Warrant Spread. If there is no excess of the Price Per Share over the exercise price per share of Common Stock subject to a Warrant, then such Warrant shall be paid pursuant to Section 2.9(e)) equal to Mixed Election Stock Exchange Ratiocanceled for no consideration. (iiiv) If At the Available Stock Election Amount equals or exceeds the Stock Election AmountEffective Time, then each share of outstanding Company Common Stock Option (including any Company Restricted Stock, but excluding any Excluded Shares) with respect to which an election to receive stock consideration is properly made and not revoked or lost pursuant to Section 2.7(c) (each, a “Stock Election Share”as defined herein) shall be converted into the right to receive a number of shares of Parent Common Stock (together canceled in accordance with any cash in lieu of fractional shares of Parent Common Stock to be paid pursuant to Section 2.9(e) (the “Per Share Stock Election Consideration”7.9(a)), equal to the Exchange Ratio. If the Stock Election Amount exceeds the Available Stock Election Amount (such excess being herein referred to as the “Excess Shares”), then each Stock Election Share shall be converted into the right to receive (1) a number of validly issued, fully paid and non-assessable shares of Parent Common Stock equal to (w) the Available Stock Election Amount divided by (x) the number of Stock Election Shares, rounding to the nearest ten-thousandth of a share, and (2) an amount of cash (without interest) equal to (y) the product of the Excess Shares and the Parent Share Value, divided by (z) the number of Stock Election Shares.

Merger Consideration. At Subject to the provisions of -------------------- this Agreement and any applicable backup or other withholding requirements, each of the issued and outstanding shares ("BIG STUFF SHARES") of common stock, no par value per share, of Big Stuff ("BIG STUFF COMMON STOCK") as of the Effective Time shall be converted into the right to receive, and there shall be paid and issued as hereinafter provided, in exchange for the Big Stuff Shares, 415.584 shares (the "EXCHANGE RATIO") of Parent Common Stock, par value $.0001 per share ("PARENT COMMON STOCK"), plus cash in lieu of any fractional share as hereinafter provided (the "MERGER CONSIDERATION"). No fractional shares of Parent Common Stock shall be issued pursuant to the Merger nor will any fractional share interest involved entitle the holder thereof to vote, to receive dividends or to exercise any other rights as a shareholder of Parent. In lieu thereof, any Person who would otherwise be entitled to a fractional share of Parent Common Stock pursuant to the provisions hereof shall receive an amount in cash equal to the value of such fractional share. The value of such fractional share for purposes hereof shall be the product of such fraction multiplied by Five and 50/100 Dollars ($5.50). Each share of Big Stuff Common Stock held in the treasury of Big Stuff or by a wholly-owned subsidiary of Big Stuff shall be cancelled as of the Effective Time and no Merger Consideration shall be payable with respect thereto. From and after the Effective Time, subject there shall be no further transfers on the stock transfer books of Web of any of the Web Shares outstanding prior to Section 2.7(b) and the other Effective Time. Subject to the provisions of this Agreement, each share at the Effective Time, all the shares of the Acquisition Subsidiary common stock of Company, $.01 par value (the “Company Common Stock”) issued and outstanding immediately prior to the Effective Time (excluding any Excluded Shares and any Appraisal Shares) shallMerger shall be converted, by virtue of the Merger and without any action on the part of the holder thereof, be converted into and shall thereafter represent one share of the right to receive common stock of the following consideration Surviving Corporation (the “Merger Consideration”): (i) Each "SURVIVING CORPORATION COMMON STOCK"), which one share of Company the Surviving Corporation Common Stock (excluding any Excluded Shares) with respect to which an election to receive a combination of stock and cash has been effectively made and not revoked or lost pursuant to Section 2.7(c) (each, a “Mixed Consideration Election Share”) and each Non-Election Share, as defined in Section 2.7(c), shall be converted into the right to receive the combination (such combination, the “Per Share Mixed Consideration”) of (x) $4.00 in cash or such lesser amount of cash based on the adjustments in Section 2.7(b) (the “Per Share Mixed Election Cash Amount”) and (y) the number of shares of Parent Common Stock (together with any cash in lieu of fractional shares of Parent Common Stock to be paid pursuant to Section 2.9(e)) equal to Mixed Election Stock Exchange Ratio. (ii) If the Available Stock Election Amount equals or exceeds the Stock Election Amount, then each share of Company Common Stock (including any Company Restricted Stock, but excluding any Excluded Shares) with respect to which an election to receive stock consideration is properly made and not revoked or lost pursuant to Section 2.7(c) (each, a “Stock Election Share”) shall be converted into the right to receive a number of shares of Parent Common Stock (together with any cash in lieu of fractional shares of Parent Common Stock to be paid pursuant to Section 2.9(e) (the “Per Share Stock Election Consideration”)), equal to the Exchange Ratio. If the Stock Election Amount exceeds the Available Stock Election Amount (such excess being herein referred to as the “Excess Shares”), then each Stock Election Share shall be converted into the right to receive (1) a number of validly issued, fully paid and non-assessable shares of Parent Common Stock equal to (w) the Available Stock Election Amount divided by (x) the number of Stock Election Shares, rounding to the nearest ten-thousandth of a share, and (2) an amount of cash (without interest) equal to (y) the product constitute all of the Excess Shares issued and outstanding capital stock of the Parent Share Value, divided by (z) the number of Stock Election SharesSurviving Corporation.

Merger Consideration. At (a) Subject to the Effective Time, subject to Section 2.7(b) and the other provisions of this AgreementAgreement and any applicable backup or other withholding requirements, each of the issued and outstanding shares ("Target Shares") of common stock, par value ------------- $0.01 per share, of Target ("Target Common Stock") (other than shares ------------------- canceled pursuant to Section 1.3(b) and Dissenting Shares (as -------------- hereinafter defined), if any) as of the Effective Time shall by virtue of the Merger and without any action on part of the holder thereof, be converted into the right to receive, and there shall be paid as hereinafter provided, in exchange for each of the Target Shares, $21.32 (the "Merger Consideration"), payable to the holder thereof, in cash, -------------------- without interest thereon, upon the surrender of the certificate formerly representing such Target Share in the manner provided in Section 1.6. ----------- (b) Each share of the common stock of Company, $.01 par value (the “Company Target Common Stock”) Stock issued and outstanding immediately prior to the Effective Time that is owned by Parent, Acquiror or Acquisition Subsidiary and each share of Target Common Stock held in the treasury of Target or by a wholly owned subsidiary of Target shall be canceled as of the Effective Time and no Merger Consideration shall be payable with respect thereto. From and after the Effective Time, there shall be no further transfers on the stock transfer books of Target of any of the Target Shares outstanding prior to the Effective Time. If, after the Effective Time, Certificates (excluding any Excluded Shares as hereinafter defined) are presented to the Surviving Corporation, they shall be canceled and any Appraisal Sharesexchanged for the Merger Consideration provided for in, and in accordance with the procedures set forth in, this Agreement. (c) shallSubject to the provisions of this Agreement, at the Effective Time, the shares of Acquisition Subsidiary common stock outstanding immediately prior to the Merger shall be converted, by virtue of the Merger and without any action on the part of the holder thereof, be converted into and shall thereafter represent the right to receive the following consideration (the “Merger Consideration”): (i) Each share of Company Common Stock (excluding any Excluded Shares) with respect to which an election to receive a combination of stock and cash has been effectively made and not revoked or lost pursuant to Section 2.7(c) (each, a “Mixed Consideration Election Share”) and each Non-Election Share, as defined in Section 2.7(c), shall be converted into the right to receive the combination (such combination, the “Per Share Mixed Consideration”) of (x) $4.00 in cash or such lesser amount of cash based on the adjustments in Section 2.7(b) (the “Per Share Mixed Election Cash Amount”) and (y) the number of shares of Parent Common Stock (together with any cash in lieu of fractional shares of Parent Common Stock to be paid pursuant to Section 2.9(e)) equal to Mixed Election Stock Exchange Ratio. (ii) If the Available Stock Election Amount equals or exceeds the Stock Election Amount, then each share of Company Common Stock (including any Company Restricted Stock, but excluding any Excluded Shares) with respect to which an election to receive stock consideration is properly made and not revoked or lost pursuant to Section 2.7(c) (each, a “Stock Election Share”) shall be converted into the right to receive a number of shares of Parent Common Stock (together with any cash in lieu of fractional shares of Parent Common Stock to be paid pursuant to Section 2.9(e) (the “Per Share Stock Election Consideration”)), equal to the Exchange Ratio. If the Stock Election Amount exceeds the Available Stock Election Amount (such excess being herein referred to as the “Excess Shares”), then each Stock Election Share shall be converted into the right to receive (1) a number of one validly issued, fully paid and non-assessable shares nonassessable share of Parent the common stock of the Surviving Corporation (the "Surviving --------- Corporation Common Stock"), which share of the Surviving Corporation ------------------------ Common Stock equal to (w) the Available Stock Election Amount divided by (x) the number of Stock Election Shares, rounding to the nearest ten-thousandth of a share, and (2) an amount of cash (without interest) equal to (y) the product shall constitute all of the Excess Shares issued and outstanding capital stock of the Parent Share Value, divided by (z) the number of Stock Election SharesSurviving Corporation.

Merger Consideration. (a) At the Merger Effective Time, subject to Section 2.7(b) and the other provisions of this Agreement, each share of the common stock of Company, $.01 par value (the “Company Common Stock”) issued and outstanding immediately prior to the Effective Time (excluding any Excluded Shares and any Appraisal Shares) shall, by virtue of the Merger and without any action on the part of Parent, Merger Sub Corp., the Company or any holder thereof, of Company Common Stock: (i) each share of: (A) Class A Voting Common Stock issued and outstanding as of immediately prior to the Merger Effective Time (excluding any Appraisal Shares and shares to be canceled pursuant to Section 2.4(a)(ii)) shall thereupon be converted into automatically into, and shall thereafter represent represent, only the right to receive (1) an amount in cash equal to the following consideration (the “Merger Consideration”): (i) Each share of Company Common Stock (excluding any Excluded Shares) with respect to which an election to receive a combination of stock and cash has been effectively made and not revoked or lost pursuant to Section 2.7(c) (each, a “Mixed Consideration Election Share”) and each Non-Election Share, as defined in Section 2.7(c), shall be converted into the right to receive the combination (such combination, the “Per Share Mixed Cash Consideration”, (2) of (x) $4.00 in cash or such lesser amount of cash based on the adjustments in Section 2.7(b) (the “Per Share Mixed Election Cash Amount”) and (y) the a number of shares of Parent Common Stock equal to the Per Share Stock Consideration, and (together with any cash 3) subject to the vesting provisions set forth in lieu the Lockup Agreement, a number of fractional shares of Parent Common Stock equal to the Per Share Earnout Stock Consideration; and (B) Class B Nonvoting Common Stock issued and outstanding as of immediately prior to the Merger Effective Time (excluding any Appraisal Shares and shares to be paid canceled pursuant to Section 2.9(e2.4(a)(ii)) shall thereupon be converted automatically into, and shall thereafter represent, only the right to receive (1) an amount in cash equal to Mixed Election the Per Share Cash Consideration, (2) a number of shares of Parent Common Stock Exchange Ratioequal to the Per Share Stock Consideration, and (3) subject to the vesting provisions set forth in the Lockup Agreement, a number of shares of Parent Common Stock equal to the Per Share Earnout Stock Consideration; and (C) Class C Nonvoting Common Stock issued and outstanding as of immediately prior to the Merger Effective Time (excluding any Appraisal Shares and shares to be canceled pursuant to Section 2.4(a)(ii)) shall thereupon be converted automatically into, and shall thereafter represent, only the right to receive (1) an amount in cash equal to the sum of (x) the Liquidation Value as of the Merger Effective Time of such share of Class C Nonvoting Common Stock and (y) the Per Share Cash Consideration, (2) a number of shares of Parent Common Stock equal to the Per Share Stock Consideration, and (3) subject to the vesting provisions set forth in the Lockup Agreement, a number of shares of Parent Common Stock equal to the Per Share Earnout Stock Consideration. (ii) If the Available Stock Election Amount equals or exceeds the Stock Election Amount, then each share of Company Common Stock issued and outstanding as of immediately prior to the Merger Effective Time that is directly owned by the Company as treasury stock shall automatically be canceled and cease to exist, and no consideration shall be delivered in exchange therefor. (including any b) Each share of Parent Common Stock issued to holders of Company Restricted Stock, but excluding any Excluded Shares) Common Stock as part of the Per Share Aggregate Stock Consideration and the Per Share Earnout Stock Consideration shall be subject to certain transfer restrictions (and with respect to which an election the Aggregate Earnout Stock Consideration, certain vesting requirements), in accordance with the terms of the Lockup Agreement. (c) For the avoidance of doubt, any holder of one or more fractional shares of Company Common Stock issued and outstanding as of immediately prior to the Merger Effective Time shall, at the Merger Effective Time, be entitled to receive stock consideration is properly made and not revoked or lost pursuant an amount in cash equal to Section 2.7(c) a corresponding fractional interest of the Per Share Cash Consideration (eachand, in the case of fractional shares of Class C Nonvoting Common Stock, an amount in cash equal to a “Stock Election Share”) shall be converted into corresponding fractional interest of the right to receive Liquidation Value for a share of Class C Nonvoting Common Stock), a number of shares of Parent Common Stock (together with any plus cash in lieu of fractional shares) equal to a corresponding fractional interest of the Per Share Stock Consideration and a number of shares of Parent Common Stock to be paid pursuant to Section 2.9(e) (the “Per Share Stock Election Consideration”)), equal to the Exchange Ratio. If the Stock Election Amount exceeds the Available Stock Election Amount (such excess being herein referred to as the “Excess Shares”), then each Stock Election Share shall be converted into the right to receive (1) a number plus cash in lieu of validly issued, fully paid and non-assessable shares of Parent Common Stock equal to (w) the Available Stock Election Amount divided by (x) the number of Stock Election Shares, rounding to the nearest ten-thousandth of a share, and (2) an amount of cash (without interestfractional shares) equal to (y) the product a corresponding fractional interest of the Excess Shares and the Parent Per Share Value, divided by (z) the number of Earnout Stock Election SharesConsideration.

Merger Consideration. (a) The Merger Consideration shall consist of (i) the "Closing Merger Consideration," (ii) the "Option Merger Consideration," and (iii) the "Earn-Out Merger Consideration." The Closing Merger Consideration shall be equal to the aggregate number of shares of Parent Common Stock, par value $.01 per share ("Parent Common Stock") issuable pursuant to Section 2.02. The Option Merger Consideration shall be equal to the aggregate number of shares of Parent Common Stock issuable upon the exercise of the Substitute Stock Options (as defined in Section 2.01(b)) pursuant to Section 2.08. The Earn-Out Merger Consideration shall consist of the amount of any cash payments, without interest thereon, payable to the Company Shareholders (as defined in Section 2.01(b)) and the Company Optionees (as defined in Section 2.08) pursuant to Section 2.09. (b) At and as of the Effective Time, subject to Section 2.7(b) and the other provisions of this Agreement, each share of the common stock of CompanyCompany Common Stock, $.01 par value per share (collectively, the “"Company Common Stock”Shares") issued (other than those Company Common Shares held by any shareholder of the Company ("Company Shareholder") who properly exercises any appraisal rights available under applicable law ("Dissenting Shares") and outstanding immediately prior to the Effective Time (excluding any Excluded Company Common Shares and any Appraisal Shares) shallheld in treasury), by virtue of the Merger and without any further action on the part of the holder thereof, shall be converted into canceled and retired and cease to exist and shall thereafter represent the right to receive the following consideration (the “Merger Consideration”): (i) Each share of subject to Sections 2.03 and Article VIII, the "Closing Per Share Merger Consideration" which is defined in, and determined in accordance with, Section 2.02, and (ii) subject to the terms and conditions set forth in Section 2.09, the "Earn-Out Per Share Merger Consideration" which is defined in, and determined in accordance, with Section 2.09. At the Effective Time, each outstanding option to purchase Company Common Shares granted under the Company's 1996 Stock Option Plan and 1997 Stock Option Plan (excluding any Excluded Sharescollectively, the "Company Stock Options") with respect to which an election to receive a combination of stock and cash has been effectively made and not revoked or lost pursuant to Section 2.7(c) (each, a “Mixed Consideration Election Share”) and each Non-Election Share, as defined in Section 2.7(c), shall be converted into the right canceled, and Parent shall grant in substitution thereof to receive the combination each holder thereof (such combinationcollectively, the “Per Share Mixed Consideration”"Company Optionees") of (x) $4.00 in cash or such lesser amount of cash based on the adjustments in Section 2.7(b) (the “Per Share Mixed Election Cash Amount”) and (y) the number of a new option to purchase shares of Parent Common Stock (together with any cash as set forth in lieu of fractional shares of Parent Common Stock to be paid pursuant to Section 2.9(e)) equal to Mixed Election Stock Exchange Ratio. (ii) If the Available Stock Election Amount equals or exceeds the Stock Election Amount, then each share of 2.08. Each Company Common Stock (including any Company Restricted Stock, but excluding any Excluded Shares) with respect to which an election to receive stock consideration is properly made and not revoked or lost pursuant to Section 2.7(c) (each, a “Stock Election Share”) Optionee shall be converted into the right entitled to receive a number of shares of Parent Common Stock (together with any cash in lieu of fractional shares of Parent Common Stock to be paid pursuant to Section 2.9(e) (the “Per Share Stock Election Consideration”)), equal to the Exchange Ratio. If the Stock Election Amount exceeds the Available Stock Election Amount (such excess being herein referred to as the “Excess Shares”), then each Stock Election Share shall be converted into the right to receive (1) a number of validly issued, fully paid and non-assessable shares of Parent Common Stock equal to (w) the Available Stock Election Amount divided by (x) the number of Stock Election Shares, rounding to the nearest ten-thousandth of a share, and (2) an amount of cash (without interest) equal to (y) the product portion of the Excess Shares Earn-Out Merger Consideration subject to and the Parent Share Value, divided as provided by (z) the number of Stock Election SharesSection 2.09.

Merger Consideration. At (a) The "Merger Consideration Per Share" shall be 0.023513329 shares of theglobe Common Stock. (b) theglobe shall issue to each holder of a stock certificate (a "Shareholder") which immediately prior to the Effective TimeTime represented Outstanding Shares other than Dissenting Shares (a "Certificate") the number of shares of theglobe Common Stock equal to the number of shares of Company Common Stock represented by such Certificate multiplied by the Merger Consideration Per Share, subject to Section 2.7(breceipt by theglobe of the Certificate and a completed and duly executed letter of transmittal in the form of Exhibit 2.4(b)(i) (a "Letter of Transmittal"). Each Seller shall deliver an executed Accredited Investor Questionnaire in the form of Exhibit 2.4(b)(ii) at the Closing. No later than 10 days following the date hereof, the Company shall mail a Letter of Transmittal to all holders of Certificates representing Company Common Stock. (c) The Company and the Sellers are delivering to theglobe concurrently with the execution and delivery of this Agreement a certificate setting forth (i) the number of Outstanding Shares, (ii) the number of shares of Company Common Stock issuable upon the exercise of any options exercisable for shares of Company Common Stock ("Options") and the other provisions exercise price of this Agreementeach such Option, each share and warrants exercisable for shares of the common stock of Company, $.01 par value (the “Company Common Stock”Stock ("Warrants") issued and the exercise price of each such Warrant, in both cases outstanding immediately prior to the Effective Time and not being exercised in connection with the Merger, (excluding iii) the amount of cash and cash equivalents of the Company held by the Company at its headquarters or in its bank accounts as of the Effective Time, (iv) the amount as of the Effective Time of any Excluded Shares paid and any Appraisal Sharesunpaid portion immediately prior to the Effective Time of any bonuses payable by the Company in connection with the Merger, (v) shallthe amount paid by the Company immediately prior to the Effective Time to repay in full all indebtedness of the Company under the Promissory Note, dated November 4, 1998, by virtue the Company in favor of the Merger and without any action on the part John Naylor in principal amount of the holder thereof, be converted into and shall thereafter represent the right to receive the following consideration $147,415.98 (the “Merger Consideration”): "Naylor Note") xxx xx xxy all amounts owing by the Company to McGoxxxxx James & Co. under the oral agreement on January 1, 1999 xxxx xxxxxxx xo the purchase of certain office equipment in the aggregate amount of $20,589.00 (i) Each share the "McGoodwin Purchase"); in each case together with reasonable backux xxxxxxx. For purposes of Company Common Stock this Agreement, the terms "cash," "cash equivalents," and "cash on hand" shall not include any amounts withheld from "wages" (excluding any Excluded Shares) with respect to which an election to receive a combination of stock and cash has been effectively made and not revoked or lost pursuant to Section 2.7(c) (each, a “Mixed Consideration Election Share”) and each Non-Election Share, as defined in Section 2.7(c), shall be converted into the right to receive the combination (such combination, the “Per Share Mixed Consideration”3401(a) of (xthe Code or analogous provisions by state or local law) $4.00 in cash or such lesser amount respect of cash based on the adjustments in Section 2.7(b) (the “Per Share Mixed Election Cash Amount”) and (y) the number of shares of Parent Common Stock (together with any cash in lieu of fractional shares of Parent Common Stock to be paid pursuant to Section 2.9(e)) equal to Mixed Election Stock Exchange Ratioapplicable withholding taxes. (ii) If the Available Stock Election Amount equals or exceeds the Stock Election Amount, then each share of Company Common Stock (including any Company Restricted Stock, but excluding any Excluded Shares) with respect to which an election to receive stock consideration is properly made and not revoked or lost pursuant to Section 2.7(c) (each, a “Stock Election Share”) shall be converted into the right to receive a number of shares of Parent Common Stock (together with any cash in lieu of fractional shares of Parent Common Stock to be paid pursuant to Section 2.9(e) (the “Per Share Stock Election Consideration”)), equal to the Exchange Ratio. If the Stock Election Amount exceeds the Available Stock Election Amount (such excess being herein referred to as the “Excess Shares”), then each Stock Election Share shall be converted into the right to receive (1) a number of validly issued, fully paid and non-assessable shares of Parent Common Stock equal to (w) the Available Stock Election Amount divided by (x) the number of Stock Election Shares, rounding to the nearest ten-thousandth of a share, and (2) an amount of cash (without interest) equal to (y) the product of the Excess Shares and the Parent Share Value, divided by (z) the number of Stock Election Shares.

Merger Consideration. At (a) Subject to SECTIONS 2.2, 2.4, 2.5 and 2.6, at the Effective Time of the Holding Company Merger, the holders of Company Shares outstanding at such Effective Time, subject other than the Buyer and its Affiliates, shall be entitled to Section 2.7(b) receive, and the other provisions of this AgreementBuyer shall pay or issue and deliver, each share of in the common stock of Companyaggregate, $.01 par value (the “Company Common Stock”) issued and outstanding immediately prior to the Effective Time (excluding any Excluded Shares and any Appraisal Shares) shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into and shall thereafter represent the right to receive the following consideration (the “Merger Consideration”): (i) Each share of Company Common Stock (excluding any Excluded Shares) with respect to which an election to receive a combination of stock and cash has been effectively made and not revoked or lost pursuant to Section 2.7(c) (each, a “Mixed Consideration Election Share”) and each Non-Election Share, as defined in Section 2.7(c), shall be converted into the right to receive the combination (such combination, the “Per Share Mixed Consideration”) of (x) $4.00 in cash or such lesser amount of cash based on the adjustments in Section 2.7(b) (the “Per Share Mixed Election Cash Amount”) and (y) the number of shares of Parent Common Stock (together with any cash in lieu of fractional shares of Parent Common Stock to be paid pursuant to Section 2.9(e)) equal to Mixed Election Stock Exchange Ratio. (ii) If the Available Stock Election Amount equals or exceeds the Stock Election Amount, then each share of Company Common Stock (including any Company Restricted Stock, but excluding any Excluded Shares) with respect to which an election to receive stock consideration is properly made and not revoked or lost pursuant to Section 2.7(c) (each, a “Stock Election Share”) shall be converted into the right to receive a number of shares of Parent Common the Buyer's Stock (together with any cash in lieu of fractional shares of Parent Common Stock to be paid pursuant to Section 2.9(e) for each Company Share based on the Exchange Ratio (the “"PER SHARE STOCK CONSIDERATION"), or (ii) an amount equal to $20.00 in cash for each such Company Share (the "PER SHARE CASH CONSIDERATION"). The foregoing consideration, collectively and in the aggregate, shall be referred to herein as the "MERGER CONSIDERATION." (b) Subject to the allocation provisions of SECTION 2.4, each holder of a Company Share may elect to receive the Per Share Stock Election Consideration”)Consideration or the Per Share Cash Consideration for each such Company Share; provided, however, that the aggregate number of Company Shares with respect to which the Per Share Stock Consideration shall be paid as the Merger Consideration shall be 439,819 shares (subject to equitable adjustment for any stock dividend, stock split or other stock payment by the Company after the date hereof but prior to the Effective Time), equal subject to adjustment so that the Exchange Ratioamount of the Merger Consideration paid in shares of the Buyer's Stock shall not be less than the amount (currently 40%) necessary to qualify the Holding Company Merger as a reorganization under Section 368 of the Code, as determined by the Company at or immediately after the Effective Time upon consultation with its independent accountants and counsel. If Such amount of the Buyer's Stock Election Amount exceeds paid as Merger Consideration shall be referred to in this Agreement as the Available Stock Election Amount ("TOTAL STOCK MERGER CONSIDERATION," and such excess being herein amount of cash paid as Merger Consideration shall be referred to as the “Excess Shares”), then each "TOTAL CASH MERGER CONSIDERATION." (c) No fractional shares of the Buyer's Stock Election Share shall be converted into issued or delivered in connection with the right to receive (1) a number Holding Company Merger. In lieu of validly issued, fully paid and non-assessable shares of Parent Common Stock equal to (w) the Available Stock Election Amount divided by (x) the number of Stock Election Shares, rounding to the nearest ten-thousandth of a any such fractional share, and (2) an amount of cash (without interest) equal to (y) the product of the Excess Shares and the Parent Share Value, divided by (z) the number of Stock Election Shares.subject to

Merger Consideration. (a) At the Merger Effective Time, subject to Section 2.7(b) and the other provisions of this Agreement, each share of the common stock of Company, $.01 par value (the “Company Common Stock”) issued and outstanding immediately prior to the Effective Time (excluding any Excluded Shares and any Appraisal Shares) shall, by virtue of the Merger and without any further action on the part of Rooster Acquisition Corp., Cabot or the holder thereofCabot Common Shareholders, each Cabot Common Share issued and outstanding immediately prior to the Merger Effective Time (other than any Cabot Common Shares that are owned by the CalWest Parties, which Cabot Common Shares shall be converted into and shall thereafter represent the right to receive the following consideration (the “Merger Consideration”): (icancelled as provided below) Each share of Company Common Stock (excluding any Excluded Shares) with respect to which an election to receive a combination of stock and cash has been effectively made and not revoked or lost pursuant to Section 2.7(c) (each, a “Mixed Consideration Election Share”) and each Non-Election Share, as defined in Section 2.7(c), shall be converted into the right to receive the combination (such combination, greater of the “Per Share Mixed Amount, or any higher price paid per Cabot Common Share in the Offer, in cash, without interest thereon (the "Merger Consideration”) "), upon surrender of the Certificate (x) $4.00 in cash or such lesser amount of cash based on the adjustments as defined in Section 2.7(b3.2(b)) (formerly evidencing such share. All such Cabot Common Shares, when so converted, shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each holder of a Certificate representing any such shares shall cease to have any rights with respect thereto, except the “Per Share Mixed Election Cash Amount”) and (y) right to receive the number of shares of Parent Common Stock (together with any cash in lieu of fractional shares of Parent Common Stock Merger Consideration to be paid pursuant in consideration therefor upon the surrender of such Certificates in accordance with Section 3.2, without interest. (b) At the Merger Effective Time, by virtue of the Merger and without any further action on the part of Rooster Acquisition Corp., Cabot or the Cabot Common Shareholders: (i) Each Cabot Common Share issued and outstanding immediately prior to Section 2.9(e)) equal the Merger Effective Time that is owned by the CalWest Parties shall automatically be canceled and retired and shall cease to Mixed Election Stock Exchange Ratio.exist, each holder of a Certificate evidencing any such shares shall cease to have any rights with respect thereto, and no payment, distribution or other consideration shall be made with respect thereto; and (ii) If the Available Stock Election Amount equals or exceeds the Stock Election Amount, then each Each share of Company Common Stock (including any Company Restricted Stockcommon stock, but excluding any Excluded Shares) with respect par value $1.00 per share, of Rooster Acquisition Corp. issued and outstanding immediately prior to which an election to receive stock consideration is properly made and not revoked or lost pursuant to Section 2.7(c) (each, a “Stock Election Share”) the Merger Effective Time shall be converted into the right to receive a number of shares of Parent Common Stock (together with any cash in lieu of fractional shares of Parent Common Stock to be paid pursuant to Section 2.9(e) (the “Per Share Stock Election Consideration”)), equal to the Exchange Ratio. If the Stock Election Amount exceeds the Available Stock Election Amount (such excess being herein referred to as the “Excess Shares”), then each Stock Election Share shall be converted into the right to receive (1) a number of and become one validly issued, fully paid and non-assessable nonassessable common share of beneficial interest, par value $.01 per share, of the Surviving Entity and shall constitute the only outstanding common shares of Parent Common Stock equal to (w) the Available Stock Election Amount divided by (x) the number of Stock Election Shares, rounding to the nearest ten-thousandth of a share, and (2) an amount of cash (without interest) equal to (y) the product beneficial interest of the Excess Shares and the Parent Share Value, divided by (z) the number of Stock Election SharesSurviving Entity.

Merger Consideration. At Subject to the provisions of this Restated Agreement and any applicable backup or other withholding requirements, each of the issued and outstanding shares ("WEB SHARES") of common stock, no par value per share, of Web ("WEB COMMON STOCK") as of the Effective Time shall be converted into the right to receive, and there shall be paid and issued as hereinafter provided, in exchange for the Web Shares, 309.0909 shares (the "EXCHANGE RATIO") of Parent Common Stock, par value $.0001 per share ("PARENT COMMON STOCK"), plus cash in lieu of any fractional share as hereinafter provided (the "MERGER CONSIDERATION"). The Exchange Ratio is calculated based on the assumption that all outstanding options and warrants to purchase Web Common Stock will be exercised effective on or before the Closing Date. If any of such options or warrants are not so exercised, the Exchange Ratio shall be increased to reflect the actual number of shares of Web Common Stock issued and outstanding as of the Closing Date; PROVIDED, HOWEVER, that Parent shall have no obligation with respect to any such unexercised options and warrants. No fractional shares of Parent Common Stock shall be issued pursuant to the Merger nor will any fractional share interest involved entitle the holder thereof to vote, to receive dividends or to exercise any other rights as a shareholder of Parent. In lieu thereof, any Person who would otherwise be entitled to a fractional share of Parent Common Stock pursuant to the provisions hereof shall receive an amount in cash equal to the value of such fractional share. The value of such fractional share for purposes hereof shall be the product of such fraction multiplied by Five and 50/100 Dollars ($5.50). Each share of Web Common Stock held in the treasury of Web or by a wholly-owned subsidiary of Web shall be cancelled as of the Effective Time and no Merger Consideration shall be payable with respect thereto. From and after the Effective Time, subject there shall be no further transfers on the stock transfer books of Web of any of the Web Shares outstanding prior to Section 2.7(b) and the other Effective Time. Subject to the provisions of this Restated Agreement, each share at the Effective Time, all the shares of the Acquisition Subsidiary common stock of Company, $.01 par value (the “Company Common Stock”) issued and outstanding immediately prior to the Effective Time (excluding any Excluded Shares and any Appraisal Shares) shallMerger shall be converted, by virtue of the Merger and without any action on the part of the holder thereof, be converted into and shall thereafter represent one share of the right to receive common stock of the following consideration Surviving Corporation (the “Merger Consideration”): (i) Each "SURVIVING CORPORATION COMMON STOCK"), which one share of Company the Surviving Corporation Common Stock (excluding any Excluded Shares) with respect to which an election to receive a combination of stock and cash has been effectively made and not revoked or lost pursuant to Section 2.7(c) (each, a “Mixed Consideration Election Share”) and each Non-Election Share, as defined in Section 2.7(c), shall be converted into the right to receive the combination (such combination, the “Per Share Mixed Consideration”) of (x) $4.00 in cash or such lesser amount of cash based on the adjustments in Section 2.7(b) (the “Per Share Mixed Election Cash Amount”) and (y) the number of shares of Parent Common Stock (together with any cash in lieu of fractional shares of Parent Common Stock to be paid pursuant to Section 2.9(e)) equal to Mixed Election Stock Exchange Ratio. (ii) If the Available Stock Election Amount equals or exceeds the Stock Election Amount, then each share of Company Common Stock (including any Company Restricted Stock, but excluding any Excluded Shares) with respect to which an election to receive stock consideration is properly made and not revoked or lost pursuant to Section 2.7(c) (each, a “Stock Election Share”) shall be converted into the right to receive a number of shares of Parent Common Stock (together with any cash in lieu of fractional shares of Parent Common Stock to be paid pursuant to Section 2.9(e) (the “Per Share Stock Election Consideration”)), equal to the Exchange Ratio. If the Stock Election Amount exceeds the Available Stock Election Amount (such excess being herein referred to as the “Excess Shares”), then each Stock Election Share shall be converted into the right to receive (1) a number of validly issued, fully paid and non-assessable shares of Parent Common Stock equal to (w) the Available Stock Election Amount divided by (x) the number of Stock Election Shares, rounding to the nearest ten-thousandth of a share, and (2) an amount of cash (without interest) equal to (y) the product constitute all of the Excess Shares issued and outstanding capital stock of the Parent Share Value, divided by (z) the number of Stock Election SharesSurviving Corporation.

Merger Consideration. At (a) Subject to Sections 2.2, 2.4, 2.5 and 2.6, at the Effective Time of the Merger, the holders of Company Shares outstanding at such Effective Time, other than the Buyer and its 1. 30275 shares of the Buyer's Stock for each Company Share plus an amount equal to $16.20 in cash for each such Company Share (the "PER SHARE MIXED CONSIDERATION"), (ii) 2.6055 shares of Buyer's Stock for each Company Share (the "PER SHARE STOCK CONSIDERATION"), or (iii) an amount equal to $32.40 in cash for each such Company Share (the "PER SHARE CASH CONSIDERATION"). The foregoing consideration, collectively and in the aggregate, shall be referred to herein as the "MERGER CONSIDERATION." (b) Subject to the allocation provisions of Section 2.4, each holder of a Company Share may elect to receive the Per Share Mixed Consideration, the Per Share Stock Consideration or the Per Share Cash Consideration for each such Company Share; provided, (i) that the aggregate number of shares of Buyer Stock (excluding fractions of Company Shares issued or not issued pursuant to Section 2.3(c) as a result of rounding) paid as the Merger Consideration shall be 2,089,302 shares (subject to equitable adjustment for any stock dividend, stock split or other stock payment by the Buyer and exercises of Company Options after the date hereof but prior to the Effective Time), subject to adjustment so that the amount of the Merger Consideration paid in shares of the Buyer's Stock shall not be less than the amount (currently 40%) necessary to qualify the Merger as a reorganization under Section 2.7(b368 of the Code, as determined by the Company at or immediately after the Effective Time upon consultation with its independent accountants and counsel; and (ii) that the aggregate cash with respect to which the Per Share Mixed Consideration and the other provisions Per Share Cash Consideration shall be paid as Merger Consideration shall be $25,980,961 subject to equitable adjustment to reflect exercises of this AgreementCompany Options and subject to adjustment so that, each share if the amount of the common stock Merger Consideration paid in shares of the Buyer's Stock is adjusted as provided in Section 2.3(b)(i) to qualify the Merger as a reorganization under Section 368 of the Code, the aggregate amount of cash paid as the Merger Consideration shall be adjusted so that the aggregate value of the Merger Consideration paid after such adjustment is equal to the aggregate value of the Merger Consideration which would have been paid in the absence of such adjustment. Such amount of the Buyer's Stock paid as Merger Consideration shall be referred to in this Agreement as the "TOTAL STOCK MERGER CONSIDERATION," and such amount of cash paid as Merger Consideration shall be referred to as the "TOTAL CASH MERGER CONSIDERATION." (c) No fractional shares of the Buyer's Stock shall be issued or delivered in connection with the Merger. Instead, the number of shares of Buyer's Stock to which a holder of the Company Shares is entitled to receive pursuant to this Article II shall be rounded to the nearest whole share with 0.5 share rounded up to the nearest whole share. (d) In the event the Buyer or Company changes the number of shares of the Buyer's Stock or Company, $.01 par value (the “Company Common Stock”) 's Shares issued and outstanding immediately prior to the Effective Time (excluding any Excluded Shares and any Appraisal Shares) shall, by virtue of the Merger and without any action on the part as a result of the holder thereofa stock split, be converted into and shall thereafter represent the right to receive the following consideration (the “Merger Consideration”): (i) Each share of Company Common Stock (excluding any Excluded Shares) stock dividend or similar recapitalization with respect to which an election to receive such stock (each a combination of stock and cash has been effectively made and not revoked or lost pursuant to Section 2.7(c) (each, a “Mixed Consideration Election Share”"STOCK ADJUSTMENT") and each Non-Election Share, as defined the record date therefor (in Section 2.7(c), the case of a stock dividend) or the effective date thereof (in the case of a stock split or similar recapitalization for which a record date is not established) shall be converted into the right prior to receive the combination (such combinationEffective Time, the “Per Share Mixed Consideration”) of (x) $4.00 in cash or such lesser amount of cash based on Consideration and the adjustments in Section 2.7(b) (the “Per Share Mixed Election Cash Amount”) and (y) the number of shares of Parent Common Stock (together with any cash in lieu of fractional shares of Parent Common Stock to be paid pursuant to Section 2.9(e)) equal to Mixed Election Stock Exchange Ratio. (ii) If the Available Stock Election Amount equals or exceeds the Stock Election Amount, then each share of Company Common Stock (including any Company Restricted Stock, but excluding any Excluded Shares) with respect to which an election to receive stock consideration is properly made and not revoked or lost pursuant to Section 2.7(c) (each, a “Stock Election Share”) shall be converted into the right to receive a number of shares of Parent Common Stock (together with any cash in lieu of fractional shares of Parent Common Stock to be paid pursuant to Section 2.9(e) (the “Per Share Stock Election Consideration”)), equal Consideration shall each be equitably adjusted to the Exchange Ratio. If the Stock Election Amount exceeds the Available Stock Election Amount (reflect such excess being herein referred to as the “Excess Shares”), then each Stock Election Share shall be converted into the right to receive (1) a number of validly issued, fully paid and non-assessable shares of Parent Common Stock equal to (w) the Available Stock Election Amount divided by (x) the number of Stock Election Shares, rounding to the nearest ten-thousandth of a share, and (2) an amount of cash (without interest) equal to (y) the product of the Excess Shares and the Parent Share Value, divided by (z) the number of Stock Election Shareschange.

Merger Consideration. At Subject to the Effective Time, subject to allocation and election procedures in Section 2.7(b) and the other provisions of this Agreement3.03, each share of the common stock of Company, $.01 par value (the “Company Common Stock”) CB Share issued and outstanding immediately prior to the Effective Time (excluding any Excluded Shares and any Appraisal Shares) shallTime, by virtue of together with the Merger and without any action on related CB Bancshares Right attached thereto, will be converted into the part right to receive, at the election of the holder thereofthereof as provided in Section 3.03, either (i) cash (the "Cash Consideration") in an amount equal to (x) 2.6752 multiplied by the Measuring Price plus (y) $20.00, or (ii) a number of fully paid and nonassessable shares of Central Pacific Common Stock (the "Stock Consideration" and together with the Cash Consideration, the "Merger Consideration") equal to the amount of the Cash Consideration divided by the Measuring Price, that number rounded to the fourth decimal place. All references in this Agreement to Central Xxxxxxx Xxxxxx Stock to be converted into and issued pursuant to the Merger shall thereafter be deemed to include Central Pacific Rights pursuant to the Central Pacific Rights Agreement, except where the context requires otherwise. Certificates that represented CB Shares before the Effective Time will be deemed for all purposes to represent the right to receive the following consideration (Merger Consideration and any dividends or other distributions pursuant to this Article III. Notwithstanding anything in this Section 3.01(a) to the “Merger Consideration”):contrary: (i) Each share each CB Share owned by Central Pacific (other than in a fiduciary or agency capacity or as a result of Company Common Stock debts previously contracted) or held in CB Bancshares' treasury (excluding any the "Excluded Shares") with respect to which an election to receive a combination of stock will be cancelled and cash has been effectively made and not revoked no consideration will be issued or lost pursuant to Section 2.7(c) (eachpaid in exchange therefor, a “Mixed Consideration Election Share”) and each Non-Election Share, as defined in Section 2.7(c), shall be converted into the right to receive the combination (such combination, the “Per Share Mixed Consideration”) of (x) $4.00 in cash or such lesser amount of cash based on the adjustments in Section 2.7(b) (the “Per Share Mixed Election Cash Amount”) and (y) the number of shares of Parent Common Stock (together with any cash in lieu of fractional shares of Parent Common Stock to be paid pursuant to Section 2.9(e)) equal to Mixed Election Stock Exchange Ratio.and (ii) any holder of CB Shares may elect to be paid the "fair value" of his or her CB Shares pursuant to the procedure set forth in Part XIV of the HBCA (such holder, a "Dissenting Shareholder", and the CB Shares held by such Dissenting Shareholder, the "Dissenting Shares"); provided that such Dissenting Shareholder follows the procedures and takes action in accordance with such Part of the HBCA. If any Dissenting Shareholder gives notice of intent to demand payment to CB Bancshares, CB Bancshares will promptly give Central Pacific notice thereof, and Central Pacific will have the Available Stock Election Amount equals or exceeds the Stock Election Amount, then each share of Company Common Stock (including any Company Restricted Stock, but excluding any Excluded Shares) right to direct all negotiations and proceedings with respect to which an election any such demands. Neither CB Bancshares nor the Surviving Corporation will, except with the prior written consent of Central Pacific as to receive stock consideration is properly made and not revoked the determination of fair value, make any payment pursuant toss.414-356 of the HBCA or lost offer pursuant toss.414-358 of the HBCA. No Dissenting Shareholder shall be entitled to the Merger Consideration or any dividends or other distributions pursuant to Section 2.7(c) (each, a “Stock Election Share”) shall be converted into this Article III. If any Dissenting Shareholder fails to perfect or effectively withdraws or loses the right to receive a number of dissent, the CB Shares held by such Dissenting Shareholder will thereupon be treated as though such shares of Parent Common Stock (together with any cash in lieu of fractional shares of Parent Common Stock to be paid pursuant to Section 2.9(e) (the “Per Share Stock Election Consideration”)), equal to the Exchange Ratio. If the Stock Election Amount exceeds the Available Stock Election Amount (such excess being herein referred to as the “Excess Shares”), then each Stock Election Share shall be had been converted into the right to receive (1) CB Shares in respect of which a number of validly issued, fully paid and nonNon-assessable shares of Parent Common Stock equal to (w) the Available Stock Election Amount divided by (x) the number of Stock Election Shares, rounding to the nearest ten-thousandth of a share, and (2) an amount of cash (without interest) equal to (y) the product of the Excess Shares and the Parent Share Value, divided by (z) the number of Stock Election Sharesis made.

Merger Consideration. (a) At the Effective TimeClosing, subject Pensare shall deliver or cause to Section 2.7(bbe delivered to Holdings (i) and such number of shares of Pensare Common Stock as shall be equal to the other provisions of this Agreement, each share of Closing Calculation Amount divided by the common stock of Company, $.01 par value Per Share Price (the “Company Common StockStock Consideration”) issued and outstanding immediately prior to (ii) the Effective Time Closing Calculation Amount in cash (excluding any Excluded Shares the “Cash Consideration,” and any Appraisal Shares) shallthe Stock Consideration collectively with the Cash Consideration, by virtue of the Merger and without any action on the part of the holder thereof, be converted into and shall thereafter represent the right to receive the following consideration (the “Merger Consideration”):) provided, that, notwithstanding the foregoing, if PIPE Securities shall consist of anything other than solely Pensare Common Stock, Holdings shall be entitled to elect to instead receive Pensare Securities of the same type as the PIPE Securities issued to investors in the Private Placement and in the same proportion of PIPE Securities (if more than one class or type of PIPE Security is issued in the Private Placement) issued to investors in the Private Placement and the Stock Consideration shall be defined as such amount of PIPE Securities as shall equal the Closing Calculation Amount divided by the applicable price per unit paid by investors for the applicable PIPE Securities in the Private Placement (with appropriate adjustments being made to the requirements under Section 3.02 to reflect such change); (b) Furthermore, on the Closing Date, Pensare shall, on behalf of the Company, pay in cash by wire transfer of immediately available funds, the Company Transaction Expenses to the recipients identified on the Payment Spreadsheet (or, if amounts to be paid are compensatory in nature, then to the Company or any Company Subsidiary with further payment to the recipients through the Company’s payroll processing). (c) To the extent not already reflected in the Per Share Price, the Stock Consideration shall be adjusted to reflect appropriately the effect of any stock split, reverse stock split, stock dividend, reorganization, recapitalization, reclassification, combination, exchange of shares or other like change with respect to Pensare Common Stock (or any other Pensare Securities) occurring on or after the date hereof and prior to the Effective Time. (d) At least two (2) Business Days prior to the Closing Date, Pensare shall deliver to the Company a certificate (the “Pensare Closing Cash Certificate”) reflecting: (A) (i) Each share of Company Common Stock (excluding any Excluded Shares) with respect to which an election to receive a combination of stock and cash has been effectively made and not revoked or lost pursuant to Section 2.7(c) (each, a “Mixed Consideration Election Share”) and each Non-Election Share, as defined in Section 2.7(c), shall be converted into the right to receive the combination (such combination, the “Per Share Mixed Consideration”) of (x) $4.00 in cash or such lesser amount of cash based on available in the adjustments Trust Account as of the Closing and (ii) the amount of cash necessary to pay income and franchise taxes from any interest income earned in the Trust Account at the Closing, (iii) the amount of cash necessary to pay any costs and expenses owed by Pensare in accordance with Section 2.7(b10.03 that are unpaid at the Closing; and (B) the aggregate amount of cash proceeds that will be required to satisfy the Pensare Stockholder Redemptions. (e) At least two (2) Business Days prior to the Closing Date, Holdings shall deliver to Pensare a certificate (the “Per Share Mixed Election Cash AmountCompany Certificate”) setting forth Holding’s good faith estimate of the (i) Closing Company Net Debt (the “Estimated Closing Company Net Debt”) and (y) the number of shares of Parent Common Stock (together with any cash in lieu of fractional shares of Parent Common Stock to be paid pursuant to Section 2.9(e)) equal to Mixed Election Stock Exchange Ratio. (ii) If the Available Stock Election Amount equals or exceeds the Stock Election Amount, then each share of Company Common Stock Closing Net Working Capital (including any Company Restricted Stock, but excluding any Excluded Shares) with respect to which an election to receive stock consideration is properly made and not revoked or lost pursuant to Section 2.7(c) (each, a “Stock Election Share”) shall be converted into the right to receive a number of shares of Parent Common Stock (together with any cash in lieu of fractional shares of Parent Common Stock to be paid pursuant to Section 2.9(e) (the “Per Share Stock Election ConsiderationEstimated Closing Net Working Capital”)), equal to the Exchange Ratio. If the Stock Election Amount exceeds the Available Stock Election Amount (such excess being herein referred to as the “Excess Shares”), then each Stock Election Share shall be converted into the right to receive (1) a number of validly issued, fully paid and non-assessable shares of Parent Common Stock equal to (w) the Available Stock Election Amount divided by (x) the number of Stock Election Shares, rounding to the nearest ten-thousandth of a share, and (2) an amount of cash (without interest) equal to (y) the product of the Excess Shares and the Parent Share Value, divided by (z) the number of Stock Election Shares.

Merger Consideration. (a) Class A Common Stock -------------------- (i) At the Effective Time, subject to Section 2.7(b) and Time of the other provisions of this AgreementMerger, each share of the Class A common stock of Company, $.01 par value MPI Three (the “Company "Class A Common Stock”") issued and outstanding -------------------- immediately prior to the Effective Time (excluding any Excluded Shares and any Appraisal Shares) shall, by virtue of the Merger, shall automatically be converted into, and shall become, one (1) share of MPI's common stock, par value $.01 per share (the "Class A Merger and without any action on the part Consideration"). ------------------------------ (ii) Upon surrender of the certificates representing shares of Class A Common Stock (collectively, the "MPI Three A Stock Certificates") for ------------------------------ cancellation to MPI, the holder thereof, of such certificates shall be converted into and shall thereafter represent the right entitled to receive in exchange therefor certificates representing shares of MPI's common stock issued pursuant to the following consideration provisions of this Section 10(a), and the MPI Three A Stock Certificates so surrendered shall forthwith be cancelled. (iii) The Class A Merger Consideration shall be deemed to have been paid or provided in full satisfaction of all rights pertaining to the “Merger Consideration”):shares of Class A Common Stock theretofore represented by such MPI Three A Stock Certificates. (b) Class B Common Stock -------------------- (i) Each At the Effective Time of the Merger, each share of Company Class B common stock of MPI Three ("Class B Common Stock (excluding any Excluded SharesStock") with respect outstanding -------------------- immediately prior to which an election to receive a combination the Effective Time of stock and cash has been effectively made and not revoked or lost pursuant to Section 2.7(c) (each, a “Mixed Consideration Election Share”) and each Non-Election Share, as defined in Section 2.7(c)the Merger, shall automatically be converted into the right to receive the combination into, and shall become, one (such combination1) share of MPI's preferred stock, the “Per Share Mixed Consideration”) of (x) $4.00 in cash or such lesser amount of cash based on the adjustments in Section 2.7(b) no par value (the “Per Share Mixed Election Cash Amount”) and (y) the number of shares of Parent Common Stock (together with any cash in lieu of fractional shares of Parent Common Stock to be paid pursuant to Section 2.9(e"Class B Merger Consideration")) equal to Mixed Election Stock Exchange Ratio.. ---------------------------- (ii) If Upon surrender of the Available Stock Election Amount equals or exceeds the Stock Election Amount, then each share certificates representing shares of Company Class B Common Stock (including any Company Restricted Stockcollectively, but excluding any Excluded Sharesthe "MPI Three B Stock Certificates") with respect for ------------------------------ cancellation to which an election MPI, the holder of such certificates shall be entitled to receive in exchange therefor certificates representing shares of MPI's preferred stock consideration is properly made and not revoked or lost pursuant to the provisions of this Section 2.7(c10(b), and the MPI Three B Stock Certificates so surrendered shall forthwith be cancelled. (iii) (each, a “Stock Election Share”) The Class B Merger Consideration shall be converted into deemed to have been paid or provided in full satisfaction of all rights pertaining to the right to receive a number of shares of Parent Class B Common Stock (together with any cash in lieu of fractional shares of Parent Common theretofore represented by such MPI Three B Stock to be paid pursuant to Section 2.9(e) (the “Per Share Stock Election Consideration”)), equal to the Exchange Ratio. If the Stock Election Amount exceeds the Available Stock Election Amount (such excess being herein referred to as the “Excess Shares”), then each Stock Election Share shall be converted into the right to receive (1) a number of validly issued, fully paid and non-assessable shares of Parent Common Stock equal to (w) the Available Stock Election Amount divided by (x) the number of Stock Election Shares, rounding to the nearest ten-thousandth of a share, and (2) an amount of cash (without interest) equal to (y) the product of the Excess Shares and the Parent Share Value, divided by (z) the number of Stock Election SharesCertificates.

Merger Consideration. (a) At the Merger Effective Time, subject to Section 2.7(b) and the other provisions of this Agreement, each share of the common stock of Company, $.01 par value (the “Company Common Stock”) issued and outstanding immediately prior to the Effective Time (excluding any Excluded Shares and any Appraisal Shares) shall, by virtue of the Merger and without any further action on the part of Rooster Acquisition Corp., Cabot or the holder thereofCabot Common Shareholders, each Cabot Common Share issued and outstanding immediately prior to the Merger Effective Time (other than any Cabot Common Shares that are owned by the CalWest Parties, which Cabot Common Shares shall be converted into and shall thereafter represent the right to receive the following consideration (the “Merger Consideration”): (icancelled as provided below) Each share of Company Common Stock (excluding any Excluded Shares) with respect to which an election to receive a combination of stock and cash has been effectively made and not revoked or lost pursuant to Section 2.7(c) (each, a “Mixed Consideration Election Share”) and each Non-Election Share, as defined in Section 2.7(c), shall be converted into the right to receive the combination (such combination, greater of the “Per Share Mixed Amount, or any higher price paid per Cabot Common Share in the Offer, in cash, without interest thereon (the "Merger Consideration”) "), ---------------------- upon surrender of the Certificate (x) $4.00 in cash or such lesser amount of cash based on the adjustments as defined in Section 2.7(b3.2(b)) (formerly -------------- evidencing such share. All such Cabot Common Shares, when so converted, shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each holder of a Certificate representing any such shares shall cease to have any rights with respect thereto, except the “Per Share Mixed Election Cash Amount”) and (y) right to receive the number of shares of Parent Common Stock (together with any cash in lieu of fractional shares of Parent Common Stock Merger Consideration to be paid pursuant in consideration therefor upon the surrender of such Certificates in accordance with Section 3.2, without interest. ----------- (b) At the Merger Effective Time, by virtue of the Merger and without any further action on the part of Rooster Acquisition Corp., Cabot or the Cabot Common Shareholders: (i) Each Cabot Common Share issued and outstanding immediately prior to Section 2.9(e)) equal the Merger Effective Time that is owned by the CalWest Parties shall automatically be canceled and retired and shall cease to Mixed Election Stock Exchange Ratio.exist, each holder of a Certificate evidencing any such shares shall cease to have any rights with respect thereto, and no payment, distribution or other consideration shall be made with respect thereto; and (ii) If the Available Stock Election Amount equals or exceeds the Stock Election Amount, then each Each share of Company Common Stock (including any Company Restricted Stockcommon stock, but excluding any Excluded Shares) with respect par value $1.00 per share, of Rooster Acquisition Corp. issued and outstanding immediately prior to which an election to receive stock consideration is properly made and not revoked or lost pursuant to Section 2.7(c) (each, a “Stock Election Share”) the Merger Effective Time shall be converted into the right to receive a number of shares of Parent Common Stock (together with any cash in lieu of fractional shares of Parent Common Stock to be paid pursuant to Section 2.9(e) (the “Per Share Stock Election Consideration”)), equal to the Exchange Ratio. If the Stock Election Amount exceeds the Available Stock Election Amount (such excess being herein referred to as the “Excess Shares”), then each Stock Election Share shall be converted into the right to receive (1) a number of and become one validly issued, fully paid and non-assessable nonassessable common share of beneficial interest, par value $.01 per share, of the Surviving Entity and shall constitute the only outstanding common shares of Parent Common Stock equal to (w) the Available Stock Election Amount divided by (x) the number of Stock Election Shares, rounding to the nearest ten-thousandth of a share, and (2) an amount of cash (without interest) equal to (y) the product beneficial interest of the Excess Shares and the Parent Share Value, divided by (z) the number of Stock Election SharesSurviving Entity.

Merger Consideration. At In consideration of the Seller and the Company agreeing to the Merger, the Parent shall pay to the Seller the amount of Two Million Dollars ($2,000,000), less an amount equal to the aggregate of the Option Payments, the Transaction Expenses and the Payoff Amount (the Option Payments, Transaction Expenses and Payoff Amount are collectively referred to as, the “Directed Closing Payments”), in cash and the Parent Shares, payable as set forth below and as may be adjusted by the Adjusted Amount. In the event that the total assets of the Company (including any receivables owed by Parent to the Company) less the total liabilities of the Company (including any deferred revenue and excluding any liabilities for the Directed Closing Payments, as of the Effective Time, subject as determined in accordance with GAAP applied on a consistent basis with the Company’s past practices, as reasonably and in good faith agreed to Section 2.7(b) and by the other Parties or, failing such agreement, as determined by arbitration pursuant to the provisions of this AgreementSection 6.2 hereof, each share of is less than or more than $150,000, the common stock of CompanyPurchase Price shall be reduced or increased, $.01 par value as applicable, by an amount (the “Company Common StockAdjustment Amount”) issued and outstanding immediately prior equal to the Effective Time (excluding any Excluded Shares and any Appraisal Shares) shall, by virtue amount of the Merger and without any action on the part of the holder thereof, be converted into and shall thereafter represent the right to receive the following consideration such deficit (the “Merger Consideration”): (i) Each share of Company Common Stock (excluding any Excluded Shares) with respect to which an election to receive a combination of stock and cash has been effectively made and not revoked or lost pursuant to Section 2.7(c) (each, a “Mixed Consideration Election ShareDeficit”) and each Non-Election Share, as defined in Section 2.7(c), shall be converted into the right to receive the combination (such combination, the “Per Share Mixed Consideration”) of (x) $4.00 in cash or such lesser amount of cash based on the adjustments in Section 2.7(b) overage (the “Per Share Mixed Election Cash AmountOverage”) ), as the case may be. Prior to the Closing, the Parties, acting reasonably and (y) in good faith, shall attempt to agree upon the number of shares of Parent Common Stock (together with any cash in lieu of fractional shares of Parent Common Stock to be paid pursuant to Section 2.9(e)) equal to Mixed Election Stock Exchange Ratio. (ii) If the Available Stock Election Adjustment Amount equals or exceeds the Stock Election Amount, then each share of Company Common Stock (including any Company Restricted Stock, but excluding any Excluded Shares) with respect to which an election to receive stock consideration is properly made and not revoked or lost pursuant to Section 2.7(c) (each, a “Stock Election Share”) shall be converted into the right to receive a number of shares of Parent Common Stock (together with any cash in lieu of fractional shares of Parent Common Stock to be paid pursuant to Section 2.9(e) (the “Per Share Stock Election ConsiderationEstimated Adjustment Amount”)). Once the Adjustment Amount is determined, equal the Cash Consideration shall be reduced or increased, as applicable, and the appropriate adjustment shall be paid by the Seller to the Exchange Ratio. If Parent or by the Stock Election Amount exceeds Parent to the Available Stock Election Amount (such excess being herein referred to Seller, as the “Excess Shares”)case may be, then each Stock Election Share shall be converted into within 10 days from the right to receive (1) a number of validly issued, fully paid and non-assessable shares of Parent Common Stock equal to (w) the Available Stock Election Amount divided by (x) the number of Stock Election Shares, rounding to the nearest ten-thousandth of a share, and (2) an amount of cash (without interest) equal to (y) the product determination of the Excess Shares and amount thereof. In determining the Parent Share ValueAdjustment Amount, divided by (z) liabilities for the number Directed Closing Payments shall not be included in the liabilities of Stock Election Sharesthe Company.

Merger Consideration. At the Effective Time(a) The Merger Consideration, subject to Section 2.7(b) and the other provisions of this Agreement, each share consisting of the common stock of Company, $.01 par value (the “Company Common Stock”) issued and outstanding immediately prior total purchase price payable to the Effective Time (excluding any Excluded Shares Stockholders and any Appraisal Shares) shallother equity interest holders of Boxing in connection with the acquisition by merger of Boxing, by virtue of the Merger and without any action on the part of the holder thereof, shall be converted into delivered and shall thereafter represent the right to receive the following consideration (the “Merger Consideration”):consist exclusively of: (i) Each share That number of Company Common Stock (excluding any Excluded Shares) with respect to which an election to receive a combination newly issued shares of stock and cash has been effectively made and not revoked or lost pursuant to Section 2.7(c) (eachSeries B Convertible Preferred Stock, a “Mixed Consideration Election Share”) and each Non-Election Sharepar value $0.001 per share, as defined in Section 2.7(c), shall be converted into of the right to receive the combination (such combination, the “Per Share Mixed Consideration”) of (x) $4.00 in cash or such lesser amount of cash based on the adjustments in Section 2.7(b) Acquiror (the “Per Share Mixed Election Cash Amount”"Series B Stock") and (y) that convert into the number of shares of Parent common stock, $0.001 par value per share, of Acquiror (the "Acquiror Common Stock") as is equal to the Exchange Number, rounded up to the nearest whole number. The Series B Stock shall be convertible into shares of Acquiror Common Stock in accordance with the terms of, and the Series B Stock shall have those rights, preferences and designations set forth in, that certain Certificate of Designation, Preferences and Rights of Series B Convertible Preferred Stock (together the "Certificate of Designation"), a true and correct copy of which is attached hereto and made a part hereof as Exhibit 1.3(a)(i) and which will be duly authorized, approved and filed with any cash in lieu the State of fractional shares of Parent Common Stock Delaware by Acquiror prior to be paid pursuant to Section 2.9(e)) equal to Mixed Election Stock Exchange Ratio.the Effective Time; and (ii) If A warrant (the Available Stock Election Amount equals or exceeds "Merger Warrant"), in the Stock Election Amountform attached hereto as Exhibit 1.3(a)(ii), then each to acquire up to 6,000,000 shares of Acquiror Common Stock. The per share exercise price of Company Common Stock (including any Company Restricted Stock, but excluding any Excluded Shares) with respect to which an election to receive stock consideration is properly made and not revoked or lost pursuant to Section 2.7(c) (each, a “Stock Election Share”) Merger Warrant shall be converted into $0.40. The Merger Warrant shall be issued at the right Merger Closing. (iii) A warrant (the "Livingston Warrant"), in the form attached hereto as Exhibit 1.3(a)(ix), xx xxxuire up to receive a number of 1,000,000 shares of Parent Acquiror Common Stock Stock. The per share exercise price of the Livingston Warrant shall be $0.40. The Livingston Warrant shall be isxxxx xx xxe Merger Closing. (together with any cash in lieu of fractional shares of Parent Common x) Xxx Series B Stock to be paid pursuant to Section 2.9(e) delivered at the Merger Closing (the “Per Share "Preferred Merger Shares") shall constitute sixty-five percent (65%) of the outstanding equity ownership of Acquiror immediately following the Effective Time. (c) It is intended that the delivery of the Merger Consideration shall qualify as a tax-free exchange under the Code. (d) The Preferred Merger Shares and, if issued, the shares of Acquiror Common Stock Election Consideration”)issued (i) upon conversion of the Preferred Merger Shares (the "Conversion Shares") and (ii) upon exercise of the Merger Warrant and the Livingston Warrant (the "Warrant Shares" and, together with the Convexxxxx Xxxxes, the "Merger Shares"), equal to the Exchange Ratio. If the Stock Election Amount exceeds the Available Stock Election Amount (such excess being herein referred to as the “Excess Shares”), then each Stock Election Share shall be converted into the right to receive (1) a number of validly issued, fully paid and non-assessable and shall be free and clear of all liens, levies and encumbrances, except that such shares shall be "restricted securities" pursuant to Rule 144 promulgated under the Securities Act of Parent Common Stock equal to 1933, as amended (w) the Available Stock Election Amount divided by (x) the number of Stock Election Shares, rounding to the nearest ten-thousandth of a share, and (2) an amount of cash (without interest) equal to (y) the product of the Excess Shares and the Parent Share Value, divided by (z) the number of Stock Election Shares"Securities Act").

Merger Consideration. At (a) Notwithstanding anything contained in this Agreement or the Effective TimeWarrant Certificates to the contrary, subject in connection with the merger of General Merger Sub 2, Inc. (“Merger Sub 2”), a wholly-owned subsidiary of Media General, Inc. (“General”), with and into the Company pursuant to Section 2.7(b) that certain Agreement and Plan of Merger, dated June 5, 2013, by and among the other provisions of this Agreement, each share of the common stock of Company, $.01 par value General, General Merger Sub 1, Inc., a wholly owned subsidiary of General, Merger Sub 2, and General Merger Sub 3, LLC, a wholly owned subsidiary of General (the “Company Common StockMerger Agreement”) ), all Lender Warrants issued and outstanding as of immediately prior to the Combination Merger Effective Time (excluding as such term is defined in the Merger Agreement) shall be automatically cancelled and exchanged (the “Merger Exchange”) in the Combination Merger (as such term is defined in the Merger Agreement), without any Excluded Shares and any Appraisal Shares) shall, by virtue payment of the Merger and without any action on the part of the holder thereofExercise Price, be converted into and shall thereafter represent for the right to receive (upon completion by the following consideration Holder of such Lender Warrants of a duly executed and properly completed Letter of Transmittal (as such terms defined in the “Merger Consideration”): (iAgreement) Each share pursuant to the Merger Agreement, and subject to the other terms and conditions of Company the Merger Agreement) an aggregate number of fully paid, validly issued and nonassessable shares of General Voting Common Stock (excluding any Excluded Shares) with respect to which an election to receive a combination of stock and cash has been effectively made and not revoked or lost pursuant to Section 2.7(c) (each, a “Mixed Consideration Election Share”) and each Non-Election Share, as such term is defined in Section 2.7(c), shall be converted into the right Merger Agreement) equal to receive the combination (such combination, the “Per Share Mixed Consideration”) of (x) $4.00 in cash or such lesser amount of cash based on the adjustments in Section 2.7(b) (the “Per Share Mixed Election Cash Amount”) and (y) the number of shares of Parent Common Stock that would be received upon exercise of the Lender Warrants multiplied by the Exchange Ratio (together with any as defined in the Merger Agreement); and provided, further, that cash shall be paid in lieu of fractional shares of Parent Common Stock to be paid pursuant to Section 2.9(e1.7 of the Merger Agreement; provided, that the Holder may elect to receive shares of General Non-Voting Common Stock (as such term is defined in the Merger Agreement) in lieu of shares of General Voting Common Stock upon the terms set forth in the Merger Agreement by so indicating in such Holder’s Letter of Transmittal delivered to General prior to the Closing (as such term is defined in the Merger Agreement)) equal to Mixed Election Stock Exchange Ratio. (iib) If The Holder shall not be required to execute and become party to the Available Stock Election Amount equals or exceeds the Stock Election Amount, then each share of Company Common Stock (including any Company Restricted Stock, but excluding any Excluded Shares) with respect to which an election to receive stock consideration is properly made and not revoked or lost Equityholders Agreement pursuant to Section 2.7(c2.03(g) in connection with the Merger Exchange.” (each, a “Stock Election Share”c) shall be converted into the right to receive a number of shares of Parent The General Voting Common Stock (together and the General Non-Voting Common Stock received by the Holder in connection with the Merger Exchange shall not be stamped or otherwise imprinted with any cash in lieu of fractional shares of Parent Common Stock to be paid legends pursuant to Section 2.9(e4.02(e). (d) (the “Per Share Stock Election Consideration”)), equal to the Exchange Ratio. If the Stock Election Amount exceeds the Available Stock Election Amount (such excess being herein referred to as the “Excess Shares”), then each Stock Election Share This Agreement shall be converted into the right to receive (1) a number of validly issued, fully paid and non-assessable shares of Parent Common Stock equal to (w) the Available Stock Election Amount divided by (x) the number of Stock Election Shares, rounding to the nearest ten-thousandth of a share, and (2) an amount of cash (without interest) equal to (y) the product terminate automatically upon consummation of the Excess Shares and the Parent Share Value, divided by (z) the number of Stock Election SharesMerger Exchange.”

Merger Consideration. At the Effective Time, subject to Section 2.7(b) and the other provisions by virtue of this AgreementAgreement and without any further action on the part of any shareholder of BFST or RSBI: A. All shares of RSBI Stock, each share other than Treasury Shares, will be cancelled and converted into the right to receive the consideration described in Section 2.05C–Section 2.05E. B. All of the issued and outstanding shares of common stock of Company, $.01 par value (the “Company Common Stock”) BFST will remain issued and outstanding as the stock of the Surviving Corporation. C. All of the shares of RSBI Stock outstanding immediately prior to the Effective Time (excluding the “Outstanding RSBI Shares”) shall be converted into and represent the right to receive aggregate merger consideration (the “Aggregate Merger Consideration”) consisting of: (i) an aggregate of $10,627,737 in cash, less the aggregate amount of the Aggregate Cash Equivalent Stock Consideration to be paid to Option Holders as set forth in Section 2.08 (the “Aggregate Cash Consideration”), and (ii) an aggregate of 1,679,608 shares of BFST Common Stock (the “Aggregate Stock Consideration”), unless such consideration is otherwise adjusted as provided in Section 2.06 below. D. At the Effective Time, all Outstanding RSBI Shares shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each certificate previously representing any Excluded Shares and any Appraisal Shares) such shares shall thereafter represent only the right to receive the allocable portion of the Aggregate Merger Consideration. Each such Outstanding RSBI Share shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into and shall thereafter represent the right to receive the following consideration (the “Merger Consideration”): receive: (i) Each share of Company Common Stock (excluding any Excluded Shares) with respect to which an election to receive a combination of stock and cash has been effectively made and not revoked or lost pursuant to Section 2.7(c) (each, a “Mixed Consideration Election Share”) and each Non-Election Share, as defined in Section 2.7(c), shall be converted into the right to receive the combination (such combination, the “Per Share Mixed Consideration”) of (x) $4.00 in cash or such lesser amount of cash based on the adjustments in Section 2.7(b) (the “Per Share Mixed Election Cash AmountConsideration”) and equal to the quotient obtained by dividing (ya) the Aggregate Cash Consideration by (b) the number of outstanding shares of Parent Common RSBI Stock (together with any cash in lieu of fractional shares of Parent Common Stock to be paid pursuant to Section 2.9(e)) equal to Mixed Election Stock Exchange Ratio. on a fully diluted basis; and (ii) If the Available Stock Election Amount equals or exceeds the Stock Election Amount, then each share a number shares of Company BFST Common Stock (including any Company Restricted Stock, but excluding any Excluded Shares) with respect to which an election to receive stock consideration is properly made and not revoked or lost pursuant to Section 2.7(c) (each, a “Stock Election Share”) shall be converted into the right to receive a number of shares of Parent Common Stock (together with any cash in lieu of fractional shares of Parent Common Stock to be paid pursuant to Section 2.9(e) (the “Per Share Stock Election Consideration”)), ) equal to the Exchange Ratio. If the Stock Election Amount exceeds the Available Stock Election Amount quotient obtained by dividing (such excess being herein referred to as the “Excess Shares”), then each Stock Election Share shall be converted into the right to receive (1) a number of validly issued, fully paid and non-assessable shares of Parent Common Stock equal to (wa) the Available Aggregate Stock Election Amount divided Consideration by (xb) the number of Outstanding RSBI Shares (together with the Per Share Cash Consideration, the “Per Share Merger Consideration”), unless such Per Share Cash Consideration and/or Per Share Stock Election Shares, rounding Consideration is otherwise adjusted as provided in Section 2.06. E. Notwithstanding anything in this Agreement to the nearest ten-thousandth contrary, BFST will not issue any fractional shares of a shareBFST Common Stock otherwise issuable pursuant to the Merger. In lieu of the issuance of any such fractional shares, and (2) BFST shall pay to each former holder of RSBI Stock otherwise entitled to receive such fractional share an amount of cash determined by multiplying (without interest) equal to (yi) the product Average Quoted Price (as defined in Section 9.01F) by (ii) the fraction of a share of BFST Common Stock which such holder would otherwise be entitled to receive pursuant to this Section 2.05. F. Notwithstanding anything in this Agreement to the contrary, any holder of RSBI Stock who properly perfects such holder’s appraisal rights in connection with the Merger by following the exact procedure required by the LBCA will be entitled to receive payment of the Excess Shares fair value, as contemplated in the LBCA, paid in cash for such holder’s shares of RSBI Stock in accordance with and to the Parent Share Valueextent required under the applicable provisions of the LBCA in lieu the allocable portion of the Aggregate Merger Consideration described in Section 2.05C–Section 2.05E; provided, divided by (z) however, that if such holder fails in any respect to strictly comply with the number procedural requirements to perfect the holder’s appraisal rights under the applicable provisions of Stock Election the LBCA, such holder will be entitled only to receive his or her allocable portion of the Aggregate Merger Consideration described in Section 2.05C–Section 2.05E. RSBI will give prompt written notice to BFST of any communications received from any shareholder of RSBI related to the exercise of, or indicating an intent to exercise appraisal rights. G. Treasury Shares, if any, will be canceled and extinguished without any conversion thereof or consideration therefor.

Merger Consideration. At As of the Effective Time, subject to Section 2.7(b: (a) and the other provisions All shares of this Agreement, each share of the common stock of Company, $.01 par value (the “Company Common Stock”) issued and outstanding immediately prior to the Effective Time (excluding any Excluded Shares and any Appraisal Shares) CommerceWAVE Stock owned by CommerceWAVE shall, by virtue of the Merger and without any action on the part of the holder thereofany shareholder, officer or director of CommerceWAVE or Sub, be converted into canceled and retired and shall thereafter represent the right cease to receive the following exist, and no consideration (the “Merger Consideration”):shall be delivered in exchange therefor. (ib) Each issued and outstanding share of Company CommerceWAVE common stock, no par value ("CommerceWAVE Common Stock (excluding any Excluded Shares) with respect to which an election to receive a combination of stock and cash has been effectively made and not revoked or lost pursuant to Section 2.7(cStock") (each, a “Mixed Consideration Election Share”) and each Non-Election Shareother than any Dissenting Shares, as defined in Section 2.7(c)3.2 hereof) shall, shall upon surrender to Sub, at the Closing, of the underlying share certificates, be converted into the right to receive the combination (such combinationinto, the “Per Share Mixed Consideration”) of (x) $4.00 in cash or such lesser amount of cash based on the adjustments in Section 2.7(b) (the “Per Share Mixed Election Cash Amount”) and (y) the number of shares of Parent Common Stock (together with any cash in lieu of fractional shares of Parent Common Stock to be paid pursuant to Section 2.9(e)) equal to Mixed Election Stock Exchange Ratio. (ii) If the Available Stock Election Amount equals or exceeds the Stock Election Amountbecome exchangeable for, then each share of Company Common Stock (including any Company Restricted Stock, but excluding any Excluded Shares) with respect to which an election to receive stock consideration is properly made and not revoked or lost pursuant to Section 2.7(c) (each, a “Stock Election Share”) shall be converted into the right to receive a number of shares of Parent Common Stock (together with any cash in lieu of fractional shares of Parent Common Stock to be paid pursuant to Section 2.9(e) (the “Per Share Stock Election Consideration”)), equal to the Exchange Ratio. If the Stock Election Amount exceeds the Available Stock Election Amount (such excess being herein referred to as the “Excess Shares”), then each Stock Election Share shall be converted into the right to receive (1) a number of validly issued, fully paid and non-assessable nonassessable Class B Common Stock of Parent, $.01 par value (the "Parent Stock") based on the following equation: PSc = 910,000 - D - ([C + (90% x ARc)]) ----------------------- $10 --------------------------------- S + O where: PSc = the number of shares of Parent Stock (valued, as of the Closing, at $10 per share) for which each share of CommerceWAVE Common Stock equal shall be exchanged pursuant to the Merger D = the outstanding indebtedness of CommerceWAVE (wthe "CommerceWAVE Debt"), including debt for borrowed money and accrued interest thereon, capital leases, accounts payable and accrued expenses, and any unpaid legal, accounting or other fees of Commerce, but excluding convertible debt instruments to be converted into shares of CommerceWAVE Common Stock at or prior to the Closing, all to be determined as of three business days prior to the Closing Date and all as determined in accordance with generally accepted accounting principles ("GAAP") C = the Available Stock Election Amount divided by (x) cash balance of CommerceWAVE, to be determined as of three business days prior to the Closing Date in accordance with GAAP S = the number of Stock Election Sharesissued and outstanding shares of CommerceWAVE Common Stock, rounding to the nearest ten-thousandth of a share, and (2) an amount of cash (without interest) equal to (y) the product of the Excess Shares and the Parent Share Value, divided by (z) plus the number of shares of CommerceWAVE Common Stock Election issuable on conversion of CommerceWAVE Series A Preferred Stock ("CommerceWAVE Preferred Stock") and convertible notes, on the Closing Date O = the total number of options to purchase CommerceWAVE Stock outstanding on the Closing Date, to be exchanged for options to acquire Parent Stock pursuant to Section 6.6(c) hereof ARc = CommerceWAVE's accounts receivable less than 90 days' old, to be determined as of three business days prior to the Closing Date in accordance with GAAP; (c) Each issued and outstanding share of CommerceWAVE Preferred Stock (other than any Dissenting Shares, as defined in Section 3.2 hereof) shall, upon surrender to Sub, at the Closing, of the underlying share certificates, be converted into, and become exchangeable for, a number of shares of validly issued, fully paid and nonassessable Parent Stock based on the following equation: PSp= 910,000 - (D - [C + (90% x ARc)]) ----------------------- .02222 + $10 --------------------------------- S + O where: PSp = the number of shares of Parent Stock (valued, as of the Closing, at $10 per share) for which each share of CommerceWAVE Preferred Stock shall be exchanged pursuant to the Merger and all other terms are as defined above; provided, however, that for the purpose of the above formula, regardless of whether D exceeds the sum of C plus 90% of ARc, the maximum, aggregate Parent Stock issuable pursuant to both this Section and Section 3.1(b) is one million shares. (d) Each issued and outstanding share of common stock of Sub shall, by virtue of the Merger and without any action on the part of any shareholder, officer or director of CommerceWAVE or Sub, be converted into and become one fully paid and nonassessable share of common stock of the Surviving Corporation.

Merger Consideration. At the Effective Time, subject to Section 2.7(b(a) and the other provisions For purposes of this Agreement, each share of the common stock of Company, $.01 par value (the “Company Common Stock”) issued and outstanding immediately prior to the Effective Time (excluding any Excluded Shares and any Appraisal Shares) shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into and shall thereafter represent the right to receive the following consideration (the “"Merger Consideration”): " means (i) Each share of Company Common Stock (excluding any Excluded Shares) with respect to which an election to receive a combination of stock and cash has been effectively made and not revoked or lost pursuant to Section 2.7(c) (each, a “Mixed Consideration Election Share”) and each Non-Election Share, as defined in Section 2.7(c), shall be converted into the right to receive the combination (such combination, the “Per Share Mixed Consideration”) of (x) $4.00 in cash or such lesser amount of cash based on the adjustments in Section 2.7(b) (the “Per Share Mixed Election Cash Amount”) and (y) the number of shares of Parent Common Stock (together with any cash in lieu of fractional shares of Parent Common Stock to be paid pursuant to Section 2.9(e)) equal to Mixed Election Stock Exchange Ratio. (ii) If the Available Stock Election Amount equals or exceeds the Stock Election Amount, then each share of Company Common Stock (including any Company Restricted Stock, but excluding any Excluded Shares) with respect to which an election to receive stock consideration is properly made and not revoked or lost pursuant to Section 2.7(c) (each, a “Stock Election Share”) shall be converted into the right to receive a number of shares of Parent Common Stock (together with any cash in lieu of fractional shares of Parent Common Stock to be paid pursuant to Section 2.9(e) (the “Per Share Stock Election Consideration”)), equal to the Exchange Ratio. If the Stock Election Amount exceeds the Available Stock Election Amount (such excess being herein referred to as the “Excess Shares”), then each Stock Election Share shall be converted into the right to receive (1) a number of validly issued, fully paid and non-assessable shares of Parent Common Stock equal to (w) the Available Stock Election Amount divided by (x) the number of Stock Election Shares, rounding to the nearest ten-thousandth of a share, and (2A) an amount of cash (without interest) equal to $85,700,000, minus (B) the Closing Indebtedness Amount, minus (C) the aggregate amount of unpaid Company Transaction Expenses as of the Closing, plus (D) the amount, if any, by which the Net Working Capital exceeds the Net Working Capital Target, minus (E) the amount, if any, by which the Net Working Capital is less than the Net Working Capital Target (collectively, the "Cash Merger Consideration"), plus (ii) the Equity Consideration. At least three Business Days prior to the Closing Date, the Company will deliver in writing to Buyer its good faith estimate of the Merger Consideration (the "Estimated Merger Consideration") based upon the most recent reasonably ascertainable financial information of the Company (which estimate will specifically set forth the various components of the Merger Consideration as set forth in the various clauses of Section 1.6(a) and will provide a four (4) week post-Closing cash forecast of the Company). The Estimated Merger Consideration will be subject to Buyer's prompt review and comment, in which the Company shall consider any such comment to the Estimated Merger Consideration in good faith; provided, however, that in the event the Company and Buyer are unable to resolve in good faith any items of disagreement with respect to the Estimated Merger Consideration, in no event shall the Company be obligated to reflect Buyer's position with respect to such item of disagreement in its calculation of the Estimated Merger Consideration. The Company will timely provide to Buyer such supporting documentation as Buyer may reasonably request in connection with Buyer's review of the Estimated Merger Consideration. (b) As soon as practicable and in any event not later than 90 days after the Closing, Buyer will cause to be prepared and delivered to the Equityholders' Representative a statement setting forth Buyer's calculation of the Cash Merger Consideration (the "Closing Statement"). Buyer will make the work papers, back-up materials and books and records used in preparing the Closing Statement available to the Equityholders' Representative at commercially reasonable times and upon reasonable notice. As soon as is reasonably practicable, but in any event within 30 days following the receipt of the Closing Statement, the Equityholders' Representative will complete a review of the Closing Statement and will inform Buyer in writing that the Closing Statement is acceptable or object to the Closing Statement in writing, setting forth a specific description of the Equityholders' Representative's objections and an alternate calculation of each such objected item. If the Equityholders' Representative does not so timely object to the Closing Statement, then the Equityholders' Representative (on behalf of itself and the Equityholders) will be deemed to have accepted the Closing Statement. If the Equityholders' Representative so objects to the Closing Statement and, after reasonable and good faith efforts by Buyer and the Equityholders' Representative to reach agreement on the disputed items or amounts, Buyer does not agree with the Equityholders' Representative's objections or such objections are not resolved on a mutually agreeable basis within 30 days of Buyer's receipt of such objections, any such disagreements will be promptly submitted by either party to Xxxxx Xxxxxxx LLP (the "Accounting Firm"); provided, however, that if the Accounting Firm is unable to perform the services as set forth in this Section 1.6, Buyer and the Equityholders' Representative shall engage a mutually agreed upon nationally recognized independent public accounting firm, which shall serve as the Accounting Firm for all purposes set forth in this Section 1.6. The Accounting Firm shall act as an expert and not as an arbitrator and shall determine, based solely on the written submissions by Equityholders' Representative and Buyer, and not by independent review, only those disputed items submitted. The Accounting Firm shall not, assign a value to any item in dispute greater than the greatest value for such item assigned by Buyer, on the one hand, or the Equityholders' Representative, on the other hand, or less than the smallest value for such item assigned by Buyer, on the one hand, or the Equityholders' Representative, on the other hand. Buyer and the Equityholders' Representative will instruct the Accounting Firm to resolve such dispute as soon as practicable, and in any event within 30 days after submission of the dispute by the parties. The decision of the Accounting Firm will be final and binding upon the Equityholders' Representative (on behalf of itself and the Equityholders) and Buyer. The fees and expenses of the Accounting Firm (i) shall be borne by the Equityholders' Representative (on behalf of the Equityholders), in the proportion that the aggregate dollar amount of disputed items submitted thereto for resolution that are unsuccessfully disputed by the Equityholders' Representative (as finally determined by the Accounting Firm) bears to the aggregate dollar amount of such submitted disputed items and (ii) shall be borne by Buyer in the proportion that the aggregate dollar amount of disputed items submitted thereto for resolution that are successfully disputed by the Equityholders' Representative (as finally determined by the Accounting Firm) bears to the aggregate dollar amount of such submitted disputed items. Buyer and the Equityholders' Representative agree to execute, if requested by the Accounting Firm, a reasonable engagement letter, including customary indemnification provisions in favor of the Accounting Firm, and Buyer and the Equityholders' Representative will each be responsible for 50% of any such indemnification obligations. (c) If the Cash Merger Consideration as finally determined pursuant to Section 1.6(b) (the "Final Cash Merger Consideration") is greater than the Estimated Cash Merger Consideration (such excess, the "Adjustment Amount"), then, within five business days after the determination of the Final Cash Merger Consideration, subject to Section 1.12(c), Buyer will pay to the Paying Agent (on behalf of and for further distribution to the Equityholders in respect of their Allocated Share), by wire transfer of immediately available funds, the lesser of (i) the Adjustment Amount and (ii) the Adjustment Escrow Amount, and thereafter Buyer and the Equityholders' Representative will direct the Escrow Agent to pay to the Paying Agent (on behalf of and for further distribution to the Equityholders in respect of their Allocated Share), by wire transfer of immediately available funds, the funds then held in the Adjustment Escrow Account. (d) If the Estimated Cash Merger Consideration is greater than the Final Cash Merger Consideration (such excess, the "Excess Amount"), then, first, Buyer and the Equityholders' Representative will direct the Escrow Agent to pay to Buyer, by wire transfer of immediately available funds to an account designated by Buyer, the Excess Amount from the Adjustment Escrow Account, and second, subject to Section 1.12(c), Buyer and the Equityholders' Representative will direct the Escrow Agent to pay to the Paying Agent (on behalf of and for further distribution to the Equityholders in respect of their Allocated Share), by wire transfer of immediately available funds, the then remaining funds held in the Adjustment Escrow Account, if any, following the payment of the Excess Amount. The Adjustment Escrow Account shall be Buyer's sole source of recovery for the Excess Amount. (e) The Parties will treat all payments required pursuant to Section 1.6(c) and Section 1.6(d) as adjustments to the Merger Consideration for Tax purposes to the extent permitted by applicable law. (f) In the event (x) Buyer fails to deliver to the Equityholders' Representative the Closing Statement within 90 days from the Closing Date in accordance with Section 1.6(b), (y) the product Equityholders' Representative provides written notice to Buyer of its failure to deliver the Excess Shares Closing Statement and the Parent Share Value, divided by (z) Buyer does not deliver the number Closing Statement within five (5) days following receipt of Stock Election Sharessuch notice, then, the Equityholders' Representative in its sole discretion, may retain (at the sole cost and expense of Buyer) a nationally recognized independent accounting firm to analyze the Company's work papers, back-up materials and books and records, determine the calculation of, and prepare, the Closing Statement consistent with the provisions of Section 1.6(b), the determination of such accounting firm being conclusive, final and binding on the parties hereto absent manifest error; provided, however, that, notwithstanding the foregoing, the Equityholders' Representative reserves any and all other rights granted to it in this Agreement with respect to any and all matters relating to the Closing Statement. Buyer shall promptly reimburse the Equityholders' Representative upon its request for all fees, costs and expenses incurred by the Equityholders' Representative in connection with the foregoing.

Merger Consideration. At Subject to the Effective Time, subject to allocation and election procedures in Section 2.7(b) and the other provisions of this Agreement3.03, each share of the common stock of Company, $.01 par value (the “Company Common Stock”) CB Share issued and outstanding immediately prior to the Effective Time (excluding any Excluded Shares and any Appraisal Shares) shallTime, by virtue of together with the Merger and without any action on related CB Bancshares Right attached thereto, will be converted into the part right to receive, at the election of the holder thereofthereof as provided in Section 3.03, either (i) cash (the “Cash Consideration”) in an amount equal to (x) 2.6752 multiplied by the Measuring Price plus (y) $20.00, or (ii) a number of fully paid and nonassessable shares of Central Pacific Common Stock (the “Stock Consideration” and together with the Cash Consideration, the “Merger Consideration”) equal to the amount of the Cash Consideration divided by the Measuring Price, that number rounded to the fourth decimal place. All references in this Agreement to Central Pacific Common Stock to be converted into and issued pursuant to the Merger shall thereafter be deemed to include Central Pacific Rights pursuant to the Central Pacific Rights Agreement, except where the context requires otherwise. Certificates that represented CB Shares before the Effective Time will be deemed for all purposes to represent the right to receive the following consideration (Merger Consideration and any dividends or other distributions pursuant to this Article III. Notwithstanding anything in this Section 3.01(a) to the “Merger Consideration”):contrary: (i) Each share each CB Share owned by Central Pacific (other than in a fiduciary or agency capacity or as a result of Company Common Stock (excluding any Excluded Sharesdebts previously contracted) with respect to which an election to receive a combination of stock and cash has been effectively made and not revoked or lost pursuant to Section 2.7(c) (each, a “Mixed Consideration Election Share”) and each Non-Election Share, as defined held in Section 2.7(c), shall be converted into the right to receive the combination (such combination, the “Per Share Mixed Consideration”) of (x) $4.00 in cash or such lesser amount of cash based on the adjustments in Section 2.7(b) CB Bancshares’ treasury (the “Per Share Mixed Election Cash AmountExcluded Shares”) will be cancelled and (y) the number of shares of Parent Common Stock (together with any cash no consideration will be issued or paid in lieu of fractional shares of Parent Common Stock to be paid pursuant to Section 2.9(e)) equal to Mixed Election Stock Exchange Ratio.exchange therefor, and (ii) any holder of CB Shares may elect to be paid the “fair value” of his or her CB Shares pursuant to the procedure set forth in Part XIV of the HBCA (such holder, a “Dissenting Shareholder”, and the CB Shares held by such Dissenting Shareholder, the “Dissenting Shares”); provided that such Dissenting Shareholder follows the procedures and takes action in accordance with such Part of the HBCA. If any Dissenting Shareholder gives notice of intent to demand payment to CB Bancshares, CB Bancshares will promptly give Central Pacific notice thereof, and Central Pacific will have the Available Stock Election Amount equals or exceeds the Stock Election Amount, then each share of Company Common Stock (including any Company Restricted Stock, but excluding any Excluded Shares) right to direct all negotiations and proceedings with respect to which an election any such demands. Neither CB Bancshares nor the Surviving Corporation will, except with the prior written consent of Central Pacific as to receive stock consideration is properly made and not revoked or lost the determination of fair value, make any payment pursuant to Section 2.7(c) (each, a “Stock Election Share”) § 414-356 of the HBCA or offer pursuant to § 414-358 of the HBCA. No Dissenting Shareholder shall be converted into entitled to the Merger Consideration or any dividends or other distributions pursuant to this Article III. If any Dissenting Shareholder fails to perfect or effectively withdraws or loses the right to receive a number of dissent, the CB Shares held by such Dissenting Shareholder will thereupon be treated as though such shares of Parent Common Stock (together with any cash in lieu of fractional shares of Parent Common Stock to be paid pursuant to Section 2.9(e) (the “Per Share Stock Election Consideration”)), equal to the Exchange Ratio. If the Stock Election Amount exceeds the Available Stock Election Amount (such excess being herein referred to as the “Excess Shares”), then each Stock Election Share shall be had been converted into the right to receive (1) CB Shares in respect of which a number of validly issued, fully paid and nonNon-assessable shares of Parent Common Stock equal to (w) the Available Stock Election Amount divided by (x) the number of Stock Election Shares, rounding to the nearest ten-thousandth of a share, and (2) an amount of cash (without interest) equal to (y) the product of the Excess Shares and the Parent Share Value, divided by (z) the number of Stock Election Sharesis made.

Merger Consideration. At the Effective Time, The total Merger consideration to be issued by ESC in respect of all Applied Optronics Outstanding Stock shall be (a) subject to Section 2.7(b) and the other provisions of this Agreement, each share of the common stock of Company, $.01 par value (the “Company Common Stock”) issued and outstanding immediately prior to the Effective Time (excluding any Excluded Shares and any Appraisal Shares) shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into and shall thereafter represent the right to receive the following consideration (the “Merger Consideration”): (i) Each share of Company Common Stock (excluding any Excluded Shares) with respect to which an election to receive a combination of stock and cash has been effectively made and not revoked or lost pursuant to Section 2.7(c) (each3.9 below, a “Mixed Consideration Election Share”) and each Non-Election Share, as defined in Section 2.7(c), shall be converted into the right number of Ordinary Shares equal to receive the combination (such combination, the “Per Share Mixed Consideration”) of (x) $4.00 in cash or such lesser amount of cash based on 6,000,000 less the adjustments in Section 2.7(b) Loan Balance and the Expense Provision (the “Per Share Mixed Election Cash Amount”) and each, as hereinafter defined), divided by (y) the number average closing price of shares of Parent Common Stock (together with any cash in lieu of fractional shares of Parent Common Stock to be paid pursuant to Section 2.9(e)) equal to Mixed Election Stock Exchange Ratio. (ii) If ESC Ordinary Shares on the Available Stock Election Amount equals or exceeds Nasdaq National Market for the Stock Election Amount, then each share of Company Common Stock (including any Company Restricted Stock, but excluding any Excluded Shares) with respect to which an election to receive stock consideration is properly made and not revoked or lost pursuant to Section 2.7(c) (each, a “Stock Election Share”) shall be converted into the right to receive a number of shares of Parent Common Stock (together with any cash in lieu of fractional shares of Parent Common Stock to be paid pursuant to Section 2.9(e) (the “Per Share Stock Election Consideration”)), equal last 20 trading days ending two trading days prior to the Exchange Ratio. If the Stock Election Amount exceeds the Available Stock Election Amount Closing Date (such excess average closing price being herein hereinafter referred to as the “Excess Shares”"Closing Market Value"); and (b) warrants, then each Stock Election Share substantially in the form attached hereto as Exhibit 3.1 and having a term of five (5) years, to purchase an aggregate number of ESC Ordinary Shares equal to $3,000,000 divided by the Closing Market Value, at an exercise price of 133% of the Closing Market Value (the "Warrants"). All of the merger consideration referred to in this paragraph (d) is collectively referred to herein as the "Merger Consideration". If between the date of this Agreement and the Effective Time the outstanding Ordinary Shares of ESC shall be converted changed into the right to receive (1) a different number of validly issuedshares by reason of any stock dividend, fully paid subdivision, reclassification, split-up, combination or the like, the Merger Consideration shall be appropriately adjusted. As used herein, the term "Loan Balance" shall mean the outstanding principal amount, plus any accrued and non-assessable shares unpaid interest, and any other amounts due and payable through and including the Closing Date in respect of Parent Common Stock equal to (w) the Available Stock Election Amount divided Promissory Note, dated October 15, 1997, made by (x) the number of Stock Election Shares, rounding Applied Optronics and payable to the nearest ten-thousandth order of a shareESC, and (2) an in the original principal amount of cash (without interest) equal to (y) $134,000.00. As used herein, the product term "Expense Provision" shall mean the sum of $25,000 in respect of legal fees and expenses incurred and paid or payable by Applied Optronics in connection with the Excess Shares and the Parent Share Value, divided by (z) the number of Stock Election SharesTransactions contemplated hereby.

Merger Consideration. At the Effective Time, subject (a) The aggregate consideration to Section 2.7(b) be paid by Acquiror and the other provisions of this Agreement, each share of the common stock of Company, $.01 par value (the “Company Common Stock”) issued and outstanding immediately prior to the Effective Time (excluding any Excluded Shares and any Appraisal Shares) shall, by virtue of Merger Sub in connection with the Merger and without any action for the benefit of Holders shall be an amount equal to (i) the Base Amount minus (ii) the Closing Date Indebtedness (as set forth on the part of the holder thereofDisbursement Schedule) minus (iii) any Transaction Expenses (such amount, be converted into and shall thereafter represent the right to receive the following consideration (the “Merger Consideration”):) and such consideration shall be paid on the Closing Date in accordance with Section 2.7. (b) At least five (5) Business Days, but not more than ten (10) Business Days, prior to the anticipated Closing Date, the Company shall prepare and deliver to Acquiror a written statement certified by the chief financial officer of the Company setting forth a schedule (the “Disbursement Schedule”), which shall set forth the Company’s good faith determination of each of the following (any such amounts that are estimates to be updated and adjusted, if necessary, in accordance with the last sentence of this Section 2.6(b)): (i) Each share the Closing Date Indebtedness (as of Company Common Stock (excluding any Excluded Shares) with respect to which an election to receive a combination of stock and cash has been effectively made and not revoked or lost pursuant to Section 2.7(c) (each, a “Mixed Consideration Election Share”the anticipated Closing Date) and each Nonwire transfer instructions for the account or accounts into which repayment of such Indebtedness shall be made, in accordance with one or more pay-Election Share, as defined off letters in Section 2.7(ccustomary form delivered therewith (such pay-off letters shall include a release of all Liens and guarantees in connection with such repaid Indebtedness), (ii) any Transaction Expenses, (iii) the resulting calculation of the Merger Consideration and the Paying Agent’s wire transfer instructions for the sf-3640269 account into which payment ox xxxx amount shall be converted into the right to receive the combination (such combinationmade, the “Per Share Mixed Consideration”) of (x) $4.00 in cash or such lesser amount of cash based on the adjustments in Section 2.7(b) (the “Per Share Mixed Election Cash Amount”) and (yiv) the number portion of shares the Merger Consideration payable to each Holder. The Disbursement Schedule shall, to the extent necessary, be updated by the Company from time to time prior to the Closing to reflect any changes therein of Parent Common Stock (together with any cash in lieu of fractional shares of Parent Common Stock to be paid pursuant to Section 2.9(e)) equal to Mixed Election Stock Exchange Ratiowhich the Company becomes aware. (c) After delivery of the Disbursement Schedule, the Company shall, and shall cause AG LLC to, (i) reasonably assist Acquiror and its Representatives in Acquiror’s review of the Disbursement Schedule, and (ii) If give Acquiror reasonable access to and copies of the Available Stock Election Amount equals or exceeds books and records of the Stock Election Amount, then each share of Company Common Stock and AG LLC and reasonable access to relevant personnel thereof (including any Company Restricted Stock, but excluding any Excluded Sharesauditors or accountants) with respect to which an election to receive stock consideration is properly made and not revoked or lost pursuant to Section 2.7(c) (each, a “Stock Election Share”) for the purpose of reviewing the Disbursement Schedule. Such access rights shall be converted into exercised during normal business hours, upon reasonable prior notice and in a manner that does not unreasonably interfere with the right to receive a number operations of shares of Parent Common Stock (together with the Company and AG LLC. The Company shall consider in good faith any cash in lieu of fractional shares of Parent Common Stock to be paid pursuant to Section 2.9(e) (comments on the “Per Share Stock Election Consideration”))Disbursement Schedule submitted by Acquiror; provided, equal however, that to the Exchange Ratio. If extent the Stock Election Amount exceeds Company does not reflect any of Acquiror’s comments on the Available Stock Election Amount (Disbursement Schedule, the Company shall provide a good faith response of its rationale for not including such excess being herein referred to as the “Excess Shares”)comments, then each Stock Election Share which response shall be converted into delivered to the right to receive Acquiror at least one (1) a number of validly issued, fully paid and non-assessable shares of Parent Common Stock equal to (w) the Available Stock Election Amount divided by (x) the number of Stock Election Shares, rounding Business Day prior to the nearest ten-thousandth of a shareClosing. To the extent the Company updates the Disbursement Schedule in response thereto, such updated version shall be delivered to Acquiror at least one (1) Business Day Date prior to the Closing, and (2) an amount the most recently updated Disbursement Schedule shall constitute the Disbursement Schedule for all purposes of cash (without interest) equal to (y) the product of the Excess Shares this Agreement and the Parent Share Value, divided by (z) the number of Stock Election Sharesother Transaction Documents.

Merger Consideration. At Subject to the Effective Time, subject to Section 2.7(b) and the other provisions of this Agreement, each share of the common stock of Company, $.01 par value (the “Company Common Stock”) issued and outstanding immediately prior to at the Effective Time (excluding any Excluded Shares and any Appraisal Shares) shallTime, automatically by virtue of the Merger and without any action on the part of any Person: (a) subject to subsection (c) below, the holder thereof, one share of Preferred Stock issued and outstanding immediately prior to the Effective Time shall become and be converted into and shall thereafter represent solely the right to receive the following consideration (the “Merger Consideration”): (i) Each cash in the amount of (A) 50% of the Cash Merger Consideration less (B) $1,000,000 (such result, the "Preferred Stock Cash Consideration"), (ii) 50% of the Equity Merger Consideration (the "Preferred Stock Equity Consideration"), and (iii) the Aggregate Preferred Contingent Consideration, if any, as provided in Section 2.7 below; and (b) subject to subsection (c) below, each share of Company Common Stock (excluding any Excluded Shares) with respect issued and outstanding immediately prior to which an election to receive a combination of stock the Effective Time shall become and cash has been effectively made and not revoked or lost pursuant to Section 2.7(c) (each, a “Mixed Consideration Election Share”) and each Non-Election Share, as defined in Section 2.7(c), shall be converted into solely the right to receive (i) cash in an amount equal to (A) the combination Cash Merger Consideration minus (B) the Preferred Stock Cash Consideration (such combinationresult, the “Per Share Mixed "Adjusted Common Stock Cash Consideration”) "), with the result of such subtraction being divided by (x) $4.00 in cash or such lesser amount of cash based on the adjustments in Section 2.7(b) (the “Per Share Mixed Election Cash Amount”) and (yC) the number of shares of Parent Common Stock issued and outstanding immediately prior to the Effective Time (together with any cash in lieu the result of fractional shares of Parent Common Stock to be paid pursuant to Section 2.9(e)the foregoing computation being the "Per Share Cash Consideration") equal to Mixed Election Stock Exchange Ratio. and (ii) If that number of Parent Shares equal to (X) the Available Equity Merger Consideration minus (Y) the Preferred Stock Election Amount equals or exceeds Equity Consideration, with the Stock Election Amount, then each share result of Company Common Stock such subtraction being divided by (including any Company Restricted Stock, but excluding any Excluded SharesZ) with respect to which an election to receive stock consideration is properly made and not revoked or lost pursuant to Section 2.7(c) (each, a “Stock Election Share”) shall be converted into the right to receive a number of shares of Parent Common Stock outstanding immediately prior to the Effective Time (together the result of the foregoing computation being the "Per Share Equity Consideration"), and (iii) the quotient of the Aggregate Common Contingent Consideration, if any, payable with any cash in lieu respect to a share of fractional shares of Parent Common Stock to be paid pursuant to as provided in Section 2.9(e) (the “Per Share Stock Election Consideration”))2.7 below, equal to the Exchange Ratio. If the Stock Election Amount exceeds the Available Stock Election Amount (such excess being herein referred to as the “Excess Shares”), then each Stock Election Share shall be converted into the right to receive (1) a number of validly issued, fully paid and non-assessable shares of Parent Common Stock equal to (w) the Available Stock Election Amount divided by (x) the number of shares of Common Stock Election Shares, rounding issued and outstanding immediately prior to the nearest ten-thousandth Effective Time. (c) Notwithstanding any other provision of a sharethis Agreement, the amount of Preferred Stock Cash Consideration and (2) Adjusted Common Stock Cash Consideration shall be increased and/or decreased, as the case may be, to give effect to the proposition that the Preferred Seller will receive an amount of cash Preferred Stock Cash Consideration under subsection (without interesta) equal that such Preferred Seller would have received if there was no increase or decrease, as the case may be, to (y) the product Adjusted Merger Consideration as a result of the a Net Capital Excess Shares and the Parent Share Valueor Net Capital Shortfall, divided by (z) the number of Stock Election Sharesrespectively.

Merger Consideration. At As of the Effective Time, subject to Section 2.7(b) and the other provisions of this Agreement, each share of the common stock of Company, $.01 par value (the “Company Common Stock”) issued and outstanding immediately prior to the Effective Time (excluding any Excluded Shares and any Appraisal Shares) shall, by virtue of the Merger and without any action on the part of the holder holders thereof, be converted into and shall thereafter represent the right to receive the following consideration (the “Merger Consideration”):: (ia) Each share of capital stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into one share of common stock, $.0001 par value, of the Surviving Corporation. (b) All shares of any class of capital stock of the Company Common Stock held by the Company as treasury stock automatically shall be cancelled and retired and shall cease to exist, and no consideration shall be delivered in exchange therefor. (excluding any Excluded Sharesc) with respect to which an election to receive a combination Each share of stock and cash has been effectively made and not revoked or lost pursuant to Section 2.7(c) preferred stock, par value $0.0001 per share, of the Company (each, a “Mixed Consideration Election ShareCompany Preferred Stock”) issued and each Non-Election Shareoutstanding immediately prior to the Effective Time, as defined in Section 2.7(c)other than Dissenting Shares, shall be converted into the right to receive from Parent an amount in cash (rounded to the combination nearest cent), payable at the time and in the manner set forth in Section 1.7.2, determined by dividing (i) $5,800,000 (“Base Merger Consideration”), less (A) the amount of any Company Debt outstanding as of the Closing Date (other than the Assumed Debt), less (B) any portion of the Escrow Amount that is credited to Parent pursuant to the Escrow Agreement in respect of indemnification Claims pursuant to Article VII, less (C) any portion of the Escrow Amount that is distributed to individuals other than the holders of Company Preferred Stock pursuant to the Escrow Agreement, plus or minus (D) any positive or negative adjustment determined pursuant to Section 1.7.3 below, by (ii) the total number of shares of Company Preferred Stock outstanding immediately prior to the Effective Time (such combination, amount being referred to herein as the “Per Share Mixed Merger Consideration”). (d) Each share of common stock, par value $0.0001 per share, of the Company (x“Company Common Stock”) issued and outstanding immediately prior to the Effective Time, other than Dissenting Shares, shall be cancelled and retired and shall cease to exist, and no consideration shall be delivered in exchange therefor. (e) Parent shall assume all obligations of certain stockholders of the Company, in accordance with the terms of Section 2.3 of that certain Note Purchase Agreement, by and between Battery Ventures VI, L.P. and GoldNet Internet Solutions, Inc., dated as of December 22, 2003, with respect to the promissory note made by the Company for the benefit of GoldNet Internet Solutions, Inc., dated December 22, 2003, in the principal amount of $4.00 1,679,884.72 plus the accrued and unpaid interest thereon (the “Assumed Debt”). The provisions of this Section 1.7.1(e) are intended for the benefit of, and will be enforceable by, Battery Ventures VI, L.P., together with its Affiliates and assigns, and are in addition to any other rights such Persons may have with respect to the subject matter of this Section 1.7.1(e). (f) Notwithstanding the foregoing, at Closing Parent will withhold from the Base Merger Consideration and deposit with the Escrow Agent an amount in cash or such lesser amount equal to $500,000 (the “Escrow Amount”), to be held and disbursed by the Escrow Agent in accordance with the terms hereof and of cash based on an Escrow Agreement in substantially the adjustments in Section 2.7(bform attached hereto as Exhibit 1.7.1(f) (the “Per Share Mixed Election Cash AmountEscrow Agreement”) which shall be signed and (y) delivered by the number of shares of Parent Common Stock (together with any cash in lieu of fractional shares of Parent Common Stock to be paid pursuant to Section 2.9(e)) equal to Mixed Election Stock Exchange Ratioparties thereto at Closing. (iig) If No Stock Purchase Rights (including without limitation options, warrants or other rights to purchase Company Common Stock or Company Preferred Stock) shall survive the Available Closing or be assumed, or substituted for, by Parent, and at the Effective Time all Stock Election Amount equals or exceeds Purchase Rights that have not been exercised shall terminate in accordance with their terms. Each outstanding Stock Purchase Right must be exercised in accordance with its terms prior to the Stock Election AmountEffective Time or, then each share if not so exercised, will expire and be automatically cancelled at the Effective Time and no consideration shall be delivered in exchange therefor. (h) Holders of Company Common Stock and Company Preferred Stock that have complied with all the requirements for perfecting appraisal rights as required under Delaware Law and dissenters rights as required under the California Law (including any Company Restricted Stock, but excluding any Excluded the “Dissenting Shares”) shall be entitled to their appraisal rights under Delaware Law and/or dissenters rights under California Law with respect to which an election such shares in lieu of any portion of the Merger Consideration under this Agreement. Notwithstanding the foregoing, if any holder of Dissenting Shares shall effectively withdraw or lose (through failure to perfect or otherwise) such holder’s appraisal rights, then, as of the later of the Effective Time and the occurrence of such event, such holder’s shares shall automatically cease to be Dissenting Shares and be converted into and represent only the right to receive stock consideration the portion of the Merger Consideration to which such holder is properly made then entitled under this Agreement, without interest thereon and upon surrender of the certificate representing such shares in accordance with this Agreement. Notwithstanding any provision of this Agreement to the contrary, any Dissenting Shares held by a stockholder that has perfected such stockholder’s appraisal rights for such shares in accordance with Delaware Law and/or such stockholder’s dissenters rights for such shares in accordance with California Law shall not revoked or lost pursuant to Section 2.7(c) (each, a “Stock Election Share”) shall be converted into the right to receive a number portion of shares the Merger Consideration. From and after the Effective Time, a holder of Dissenting Shares shall not have and shall not be entitled to exercise any of the voting rights or other rights of a stockholder of the Surviving Corporation. The Company shall give Parent Common Stock (together with i) prompt notice of any cash in lieu written demands for appraisal or dissenters rights, withdrawals of fractional shares of Parent Common Stock to be paid demands for appraisal or dissenters rights and any other instruments served pursuant to Section 2.9(e) (the “Per Share Stock Election Consideration”)), equal applicable provisions of Delaware Law or California Law relating to the Exchange Ratio. If appraisal process received by the Stock Election Amount exceeds the Available Stock Election Amount (such excess being herein referred to as the “Excess Shares”), then each Stock Election Share shall be converted into the right to receive (1) a number of validly issued, fully paid and non-assessable shares of Parent Common Stock equal to (w) the Available Stock Election Amount divided by (x) the number of Stock Election Shares, rounding to the nearest ten-thousandth of a shareCompany, and (2) an amount of cash (without interest) equal to (yii) the product opportunity to direct all negotiations and proceedings with respect to demands for appraisal under Delaware Law or dissenters rights under California Law. The Company will not, except with the prior written consent of the Excess Shares and the Parent Share ValueParent, divided by (z) the number of Stock Election Sharesvoluntarily make any payment with respect to any demands for appraisal or dissenters rights or settle or offer to settle any such demands.

Merger Consideration. At (a) The total consideration, subject to adjustment in accordance with the Effective Timeterms of this Agreement, to be paid at Closing by Parent to the Stockholders in respect of all the Outstanding Shares and in exchange for the Merger and the agreements and covenants set forth in this Agreement, including, with respect to the Restricted Persons, the covenant not to compete in Section 6.12, shall be (i) Xxx Xxxxxxx Xxxxxxx xxx Xx/000 Xxxxxx Xxxxxx Dollars ($100,000,000) in cash minus (A) an aggregate amount of cash equal to the Company Transaction Costs, an estimate of which costs (as of the date hereof) are set forth in detail in Schedule 2.2 (which Schedule shall be updated as of the Closing Date), and (B) the aggregate amount of any Closing Date Debt (other than, subject to Section 2.7(b2.8, any Continuing Debt) and the other provisions of this Agreement, each share of the common stock of Company, $.01 par value (the “Company Common Stock”) issued and outstanding immediately prior to the Effective Time (excluding any Excluded Shares and any Appraisal Shares) shall, be paid by virtue of the Merger and without any action Parent on the part of the holder thereof, be converted into and shall thereafter represent the right to receive the following consideration (the “Merger Consideration”): (i) Each share of Company Common Stock (excluding any Excluded Shares) with respect to which an election to receive a combination of stock and cash has been effectively made and not revoked or lost pursuant to Section 2.7(c) (each, a “Mixed Consideration Election Share”) and each Non-Election Share, as defined in Section 2.7(c), shall be converted into the right to receive the combination Closing Date (such combination, the “Per Share Mixed Consideration”) of (x) $4.00 in cash or such lesser aggregate amount of cash based on the adjustments in Section 2.7(b) (the “Per Share Mixed Election Cash Amount”) and (y) the number of shares of Parent Common Stock (together with any cash in lieu of fractional shares of Parent Common Stock to be paid pursuant to Section 2.9(e)) equal to Mixed Election Stock Exchange Ratio. (ii) If the Available Stock Election Amount equals or exceeds the Stock Election Amount, then each share of Company Common Stock (including any Company Restricted Stock, but excluding any Excluded Shares) with respect to which an election to receive stock consideration so payable is properly made and not revoked or lost pursuant to Section 2.7(c) (each, a “Stock Election Share”) shall be converted into the right to receive a number of shares of Parent Common Stock (together with any cash in lieu of fractional shares of Parent Common Stock to be paid pursuant to Section 2.9(e) (the “Per Share Stock Election Consideration”)), equal to the Exchange Ratio. If the Stock Election Amount exceeds the Available Stock Election Amount (such excess being herein hereinafter referred to as the “Excess SharesMerger Cash Consideration”), then each Stock Election Share shall be converted into the right to receive ) and (1ii) a that number of validly issued, fully paid and non-assessable shares of Parent Common Stock equal to (w1) the Available Stock Election Amount Two Hundred Fifty Million and No/100 United States Dollars ($250,000,000) divided by the Average Closing Price (x) the such aggregate number of shares so issuable is hereinafter referred to as the “Merger Stock Election SharesConsideration”). (b) If, rounding at any time during the period between the date of this Agreement and the Closing Date, any change in the outstanding shares of capital stock of Parent or the Company shall occur by reason of any reclassification, recapitalization, stock split or combination, exchange or readjustment of shares, or any stock dividend thereon with a record date during such period, appropriate equitable adjustments shall be made to the nearest ten-thousandth of a share, and (2) an amount of cash (without interest) equal to (y) the product of the Excess Shares Merger Stock Consideration and the Parent Share Value, divided Average Closing Price. Nothing in this Section 2.2(b) shall be construed to permit either Party to take any action that is otherwise prohibited or restricted by (z) the number any other provision of Stock Election Sharesthis Agreement.

Merger Consideration. (a) At the Effective TimeDate, subject to Section 2.7(b) the terms and the other provisions of conditions set forth in this Agreement, including without limitation thereto the conditions to Closing set forth in Article X hereof, each issued and outstanding share of Scalable Software New Common Stock shall automatically be canceled and extinguished and converted, without any action on the common part of the holders thereof, into the right to receive, subject to the terms and conditions of the Escrow Agreement and upon the surrender of the certificate evidencing such share, a fraction of a fully paid nonassessable share of issued and outstanding NEON Systems Common Stock equal to the Exchange Ratio, which shall be appropriately adjusted for any recapitalizations, stock combinations, stock dividends, stock splits and the like that are effected with respect to the Scalable Software New Common Stock or the NEON Systems Common Stock after the date of Companythis Agreement and prior to the Effective Date. The shares of NEON Systems Common Stock to be issued in connection with the Merger are hereinafter referred to as the "NEON Systems Shares" or the "Merger Consideration." No fractional NEON Systems Shares shall be issued in the Merger. To the extent the application of the Exchange Ratio would result in a fractional number of NEON Systems Shares being issued to a holder of Scalable Software New Common Stock in the Merger, $.01 par value the number of NEON Systems Shares issuable in the Merger shall be rounded down to the next whole number. For purposes of determining whether a fractional share otherwise would be issuable, the total number of NEON Systems Shares issuable to any former holder of Scalable Software New Common Stock shall be determined on the basis of the total number of shares of Scalable Software New Common Stock which were registered in the name of that holder if represented by more than one stock certificate. Payment of the Merger Consideration to all stockholders of Scalable Software shall be made as set forth in Section 2.2(b); provided, however, that 10% of the whole NEON Systems Shares will be placed in escrow pursuant the Escrow Agreement. (b) After the Effective Date, each holder (other than holders of Dissenting Shares, as defined and to the extent provided in Section 3.3) of an outstanding certificate that prior thereto represented shares of Scalable Software New Common Stock shall be entitled, upon surrender thereof to NEON Systems, to receive in exchange therefor (i) a certificate or certificates representing the number of whole shares of NEON Systems Common Stock into which the shares so surrendered shall have been converted as described above, in such denominations and registered in such names as such holder may request, less the shares of NEON Systems Common Stock that will be issued and deposited for the account of such person as Escrow Stock (as defined below), if any. On the Effective Date, NEON Systems shall issue and deliver to X.X. Xxxxxx Xxxxx Bank (the “Company "Escrow Agent") and deposit pursuant to the Escrow Agreement, for the account and future potential benefit of the Scalable Software stockholders whose names are set forth on Exhibit B (the "Escrow Stockholders") a number of shares of NEON Systems Common Stock equal to 10% of the aggregate number of NEON Systems Shares (the "Escrow Stock"). In addition to the conditions set forth in the Escrow Agreement, no Scalable Software stockholder shall be entitled to any disbursements of Escrow Stock unless and until such stockholder surrenders the certificates that prior to the Effective Date represented shares of Scalable Software New Common Stock convertible into NEON Systems Shares in accordance with the Exchange Ratio. Until surrendered, each outstanding certificate that, prior to the Effective Date, represented shares of Scalable Software New Common Stock shall be deemed from and after the Effective Date, for all corporate purposes, other than the payment of earlier dividends and distributions, to evidence the ownership of the number of full shares of NEON Systems Common Stock into which such shares shall have been converted pursuant to this Section 3.2. Unless and until any such outstanding certificates shall be surrendered, no dividends or other distributions payable to the holders of NEON Systems Common Stock”, as of any time on or after the Effective Date, shall be paid to the holders of such outstanding certificates which prior to the Effective Date represented shares of Scalable Software New Common Stock; provided, however, that, upon surrender and exchange of such outstanding certificates, there shall be paid to the record holders of the certificates issued and exchanged therefor, the amount, without interest thereon, of dividends and other distributions, if any, that theretofore were declared and became payable since the Effective Date with respect to the number of full shares of NEON Systems Common Stock issued to such holders. (c) As of the Effective Date, all shares of Scalable Software New Common Stock (other than shares to be canceled in accordance with Section 3.1) issued and outstanding immediately prior to the Effective Time (excluding any Excluded Shares and any Appraisal Shares) shall, by virtue of the Merger and without any action on the part of the holder thereof, Date shall cease to be converted into outstanding and shall thereafter represent automatically be canceled and cease to exist, and each holder of any such shares shall cease to have any rights with respect thereto or arising therefrom (including without limitation the right to vote), except the right to receive the following consideration (Merger Consideration upon surrender of the “Merger Consideration”): (i) Each share of Company Common Stock (excluding any Excluded Shares) certificate representing such shares in accordance with respect to which an election to receive a combination of stock this Section 3.2, and cash has been effectively made and not revoked or lost pursuant to Section 2.7(c) (eachuntil so surrendered, a “Mixed Consideration Election Share”) and each Non-Election Share, as defined in Section 2.7(c), such certificate shall be converted into represent for all purposes only the right to receive the combination (such combination, the “Per Share Mixed Merger Consideration”) of (x) $4.00 in cash or such lesser amount of cash based on the adjustments in Section 2.7(b) (the “Per Share Mixed Election Cash Amount”) and (y) the number of shares of Parent Common Stock (together with any cash in lieu of fractional shares of Parent Common Stock to be paid pursuant to Section 2.9(e)) equal to Mixed Election Stock Exchange Ratio. (ii) If the Available Stock Election Amount equals or exceeds the Stock Election Amount, then each share of Company Common Stock (including any Company Restricted Stock, but excluding any Excluded Shares) with respect to which an election to receive stock consideration is properly made and not revoked or lost pursuant to Section 2.7(c) (each, a “Stock Election Share”) shall be converted into the right to receive a number of shares of Parent Common Stock (together with any cash in lieu of fractional shares of Parent Common Stock to be paid pursuant to Section 2.9(e) (the “Per Share Stock Election Consideration”)), equal to the Exchange Ratio. If the Stock Election Amount exceeds the Available Stock Election Amount (such excess being herein referred to as the “Excess Shares”), then each Stock Election Share shall be converted into the right to receive (1) a number of validly issued, fully paid and non-assessable shares of Parent Common Stock equal to (w) the Available Stock Election Amount divided by (x) the number of Stock Election Shares, rounding to the nearest ten-thousandth of a share, and (2) an amount of cash (without interest) equal to (y) the product of the Excess Shares and the Parent Share Value, divided by (z) the number of Stock Election Shares.

Merger Consideration. At Subject to the Effective Time, subject to Section 2.7(b) and the other provisions of this Agreement, each share of the common stock of Company, $.01 par value (the “Company Common Stock”) issued and outstanding immediately prior to at the Effective Time (excluding any Excluded Shares and any Appraisal Shares) shallTime, automatically by virtue of the Merger and without any action on the part of Buyer, the holder thereofCompany, be converted into any shareholder of the Company: (a) Each share of common stock, no par value per share, of Buyer (“Buyer Common Stock”) that is issued and outstanding immediately prior to the Effective Time shall remain outstanding following the Effective Time and shall thereafter represent be unchanged by the right to receive the following consideration (the “Merger Consideration”):Merger. (ib) Each share of Treasury Stock (as defined in Section 9.2(a)) immediately prior to the Effective Time shall be canceled and retired and shall cease to exist, and no payment shall be made with respect thereto. (c) Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (excluding any Excluded Shares) with respect to which an election to receive a combination of stock and cash has been effectively made and not revoked or lost pursuant to Section 2.7(c) other than Treasury Stock), except for the Dissenting Shares (each, a “Mixed Consideration Election Share”) and each Non-Election Share, as defined in Section 2.7(c)2.7 below) unless provided otherwise in Section 2.7 below, shall become and be converted into into, as provided in and subject to the limitations set forth in this Agreement, the right to receive the combination 0.83 shares (such combination, the “Per Share Mixed ConsiderationExchange Ratio”) of (x) $4.00 in cash or such lesser amount of cash based on the adjustments in Section 2.7(b) Buyer Common Stock (the “Per Share Mixed Election Cash AmountMerger Consideration”). (d) and (y) Notwithstanding anything herein to the contrary, if the aggregate number of shares of Buyer Common Stock to be issued in connection with the Merger would exceed 19.9% of the number of shares of Parent Buyer Common Stock issued and outstanding immediately prior to the Effective Time (together with any cash in lieu the “Maximum Share Number”), then (i) Buyer shall have the right to reduce the aggregate number of fractional shares of Parent Buyer Common Stock to be paid pursuant to Section 2.9(e)) equal to Mixed Election Stock Exchange Ratio. (ii) If issued in connection with the Available Stock Election Amount equals or exceeds the Stock Election Amount, then each share of Company Common Stock (including any Company Restricted Stock, but excluding any Excluded Shares) with respect to which an election to receive stock consideration is properly made and not revoked or lost pursuant to Section 2.7(c) (each, a “Stock Election Share”) shall be converted into the right to receive Merger by a number of shares of Parent Buyer Common Stock (together with any cash in lieu such that the total number of fractional shares of Parent Buyer Common Stock to be paid issued in connection with the Merger does not exceed the Maximum Share Number and (ii) cash in an amount equal to such reduction of the number of shares of Buyer Common Stock pursuant to Section 2.9(e) the preceding clause (the “Per Share Stock Election Consideration”)i), equal to multiplied by the Exchange Ratio. If the Buyer Stock Election Amount exceeds the Available Stock Election Amount (such excess being herein referred to as the “Excess Shares”), then each Stock Election Share Price shall be converted into payable in lieu of such reduced number of shares of Buyer Common Stock, at the same time and on the same terms as such reduced amount would have been payable. Notwithstanding the foregoing, the Buyer shall not have the right to receive (1) a adjust the aggregate number of validly issued, fully paid and non-assessable shares of Parent Buyer Common Stock equal to be issued in connection with the Merger if either the tax opinion referred to in Section 7.2(b) or the tax opinion referred to in Section 7.3(b) cannot be rendered (was reasonably determined, in each case, by the counsel charged with giving such opinion) the Available Stock Election Amount divided by (x) the number of Stock Election Shares, rounding to the nearest ten-thousandth of as a share, and (2) an amount of cash (without interest) equal to (y) the product result of the Excess Shares and Merger potentially failing to satisfy the Parent Share Value, divided by (z“continuity of interest” requirements under applicable U.S. federal income tax principles relating to reorganizations under Section 368(a) of the number of Stock Election SharesCode.

Merger Consideration. At (a) Subject to the Effective Time, subject to Section 2.7(b) terms and the other provisions conditions of this Agreement, each share of the common stock of Company, $.01 par value (the “Company Common Stock”) issued and Stock that is outstanding immediately prior to the Effective Time (excluding any Excluded Dissenting Shares and any Appraisal Sharesshares of Company Common Stock cancelled pursuant to Section 3.01(b)) shall, by virtue of the Merger and without any action on the part of the holder thereof, shall be converted into and shall thereafter become the right to receive cash and shares of Sterling Common Stock as set forth in this Article III. (b) Subject to the terms and conditions of this Agreement including, without limitation, the provisions of Section 3.02 below, each share of Company Common Stock (other than the shares of Company Common Stock to be cancelled as set forth in Section 3.01(c) or Dissenting Shares) will be converted into and represent the right to receive consideration consisting of a combination of (i) that number of shares of Sterling Common Stock equal to the following Initial Exchange Ratio or Adjusted Exchange Ratio, as applicable, and (ii) an amount of cash equal to the Per Share Cash Consideration. The consideration (provided in this Section 3.01(b), together with the “consideration provided for in Section 4.05 hereinbelow with respect to fractional shares, is referred to herein as the "Merger Consideration”):." (ic) Each share of Company Common Stock (excluding any Excluded Shares) with respect to which an election to receive a combination held in the treasury of stock the Company and cash has been effectively made and not revoked or lost pursuant to Section 2.7(c) (each, a “Mixed Consideration Election Share”) and each Non-Election Share, as defined in Section 2.7(c), shall be converted into the right to receive the combination (such combination, the “Per Share Mixed Consideration”) of (x) $4.00 in cash or such lesser amount of cash based on the adjustments in Section 2.7(b) (the “Per Share Mixed Election Cash Amount”) and (y) the number of shares of Parent Common Stock (together with any cash in lieu of fractional shares of Parent Common Stock to be paid pursuant to Section 2.9(e)) equal to Mixed Election Stock Exchange Ratio. (ii) If the Available Stock Election Amount equals or exceeds the Stock Election Amount, then each share of Company Common Stock (including owned by Sterling, Bancorporation or any direct or indirect wholly owned Subsidiary of Sterling or the Company Restricted Stock, but excluding immediately prior to the Effective Time shall be canceled without any Excluded Shares) conversion and no payment or distribution shall be made with respect thereto. (d) Each of the shares of common stock of Bancorporation issued and outstanding immediately before the Effective Time shall continue to which an election to receive be issued and outstanding as one share of common stock consideration is properly made of the Surviving Corporation and not revoked or lost shall constitute the only outstanding shares of capital stock of the Surviving Corporation. (e) Notwithstanding any other provision of this Agreement, each holder of shares of Company Common Stock exchanged pursuant to Section 2.7(c) (eachthe Merger, a “Stock Election Share”) shall be converted into the right who would otherwise have been entitled to receive a number fraction of shares a share of Parent Sterling Common Stock (together with any cash after taking into account all certificates delivered by such holder) shall receive, in lieu of fractional shares of Parent Common Stock to be paid pursuant to Section 2.9(e) (the “Per Share Stock Election Consideration”))thereof, equal to the Exchange Ratio. If the Stock Election Amount exceeds the Available Stock Election Amount (such excess being herein referred to as the “Excess Shares”), then each Stock Election Share shall be converted into the right to receive (1) a number of validly issued, fully paid and non-assessable shares of Parent Common Stock equal to (w) the Available Stock Election Amount divided by (x) the number of Stock Election Shares, rounding to the nearest ten-thousandth of a share, and (2) an amount of cash (without interest) equal in accordance with Section 4.05 hereof. No such holder will be entitled to dividends, voting rights or other rights as a shareholder in respect of any fractional share. (yf) Notwithstanding anything in this Agreement to the product contrary, no share of Company Common Stock, the Excess Shares and holder of which shall have complied with the Parent Share Value, divided by (z) the number provisions of Stock Election Shares.Article 5.12

Merger Consideration. At (a) As of the Effective Time, subject to Section 2.7(b) and the other provisions of this AgreementClosing, each share of the common stock of Company, $.01 par value (the “Company Common Stock”) issued and outstanding immediately prior Shareholder shall cease to the Effective Time (excluding have any Excluded Shares and any Appraisal Shares) shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into and shall thereafter represent the right to receive the following consideration (the “Merger Consideration”): (i) Each share of Company Common Stock (excluding any Excluded Shares) rights with respect to which an election to receive a combination its shares of stock Company Stock, and cash has been effectively made and not revoked or lost pursuant to Section 2.7(c) (eachfor all purposes, a “Mixed Consideration Election Share”) and each Non-Election Share, as defined in Section 2.7(c), the Company Stock shall be converted into the right to receive the combination (such combination, the “Per Share Mixed Consideration”consideration provided for pursuant to Sections 1.7(b) of (xand 1.7(c) $4.00 in cash or such lesser amount of cash based on the adjustments in Section 2.7(b) below (the “Per Share Mixed Election Cash Amount”) and (y) the number of shares of Parent Common Stock (together with any cash in lieu of fractional shares of Parent Common Stock to be paid pursuant to Section 2.9(e"Merger Consideration")) equal to Mixed Election Stock Exchange Ratio. (iib) If the Available Stock Election Amount equals or exceeds the Stock Election Amount, then each Each share of Company Class A Common Stock (including any Company Restricted Stock, but excluding any Excluded Shares) with respect to which an election to receive stock consideration is properly made and not revoked or lost pursuant to Section 2.7(c) (each, a “Stock Election Share”) shall be converted into the right to receive a pro rata share (as among the other shares of Class A Common Stock) of the Minority Cash Amount; provided, however, that each holder of Class -------- ------- A Common Stock may elect, upon written notice to Radio One given not less than thirty (30) days after the date hereof, to forego all of the cash consideration due such holder hereunder and for its shares of Class A Common Stock to instead be converted into the right to receive, upon the due execution and delivery of a Subscription Agreement, the number of shares of Parent Radio One's common stock determined by dividing the cash consideration that would have been paid hereunder to such holder by the Closing Price. (c) Each share of Class B Common Stock (together with any cash in lieu of fractional shares of Parent Common Stock to be paid pursuant to Section 2.9(e) (the “Per Share Stock Election Consideration”)), equal to the Exchange Ratio. If the Stock Election Amount exceeds the Available Stock Election Amount (such excess being herein referred to as the “Excess Shares”), then each Stock Election Share shall be converted into the right to receive a pro rata share (1) a number of validly issued, fully paid and non-assessable as among the other shares of Parent Class B Common Stock) of (i) the Cash Amount minus the aggregate amount cash to be paid to the ----- holders of Class A Common Stock equal pursuant to Section 1.7(b), (wii) upon the Available due execution and delivery of a Subscription Agreement, the Stock Election Amount divided by (x) Consideration minus the number of shares of Radio One common stock issued to the holders of ----- the Class A Common Stock Election pursuant to Section 1.7(b) minus the Escrowed Shares, rounding ----- (iii) the rights to the nearest ten-thousandth of a shareEscrowed Shares under Section 1.8, and (2iv) an plus or minus the amount of cash any adjustment to the Merger Consideration to be paid or received pursuant to Section 1.10. (without interestd) equal Radio One shall issue the Stock Consideration and pay the Cash Amount on the Closing Date upon presentation and surrender to (y) the product Radio One of the Excess Shares certificates representing all of the issued and outstanding Company Stock duly endorsed in blank or with separate executed stock powers attached. Payment of the Parent Share Value, divided by Cash Amount shall be in immediately available funds pursuant to written instructions of the Majority Shareholder to be delivered to Radio One no later than three (z3) the number of Stock Election Sharesbusiness days prior to Closing.

Merger Consideration. At (a) Subject to Sections 2.2, 2.3(c), 2.3(d), 2.4, 2.5 and 2.7, at the Effective Time, subject the holders of Company Shares outstanding at the Effective Time, other than the Parent and its Affiliates, shall be entitled to Section 2.7(b) receive, and the other provisions Buyer shall pay or issue and deliver, for each Company Share held by such Person: (i) 0.60 shares of this Agreementthe Parent's Stock multiplied by the Exchange Ratio plus an amount equal to $6.60 in cash (the "Per Share Mixed Consideration"), each (ii) 1.0 share of the common stock of Company, $.01 par value Parent's Stock multiplied by the Exchange Ratio (the “"Per Share Stock Consideration"), or (iii) an amount equal to $16.50 in cash (the "Per Share Cash Consideration"). The foregoing consideration, collectively and in the aggregate, shall be referred to herein as the "Merger Consideration." (b) Subject to the allocation provisions of Section 2.4, each holder of a Company Common Stock”Share may elect, for all Company Shares beneficially owned by such holder, to receive the Per Share Mixed Consideration, the Per Share Stock Consideration or the Per Share Cash Consideration; provided, (i) that the aggregate number of shares of the Parent's Stock with respect to which the Per Share Mixed Consideration and the Per Share Stock Consideration (excluding fractions of Company Shares issued or not issued pursuant to Section 2.3(c) as a result of rounding) shall be paid as Merger Consideration shall be not less than an amount equal to (A) the product of $8.25 and the number of Company Shares validly issued and outstanding at the Effective Time divided by (B) the Average Closing Price, and not more than an amount equal to (C) the product of $11.55 and the number of Company Shares validly issued and outstanding at the Effective Time divided by (D) the Average Closing Price (in each case subject to equitable adjustment for any stock dividend, stock split or other stock payment by the Company after the date hereof but prior to the Effective Time) (the "Minimum Total Stock Merger Consideration" and the "Maximum Total Stock Merger Consideration," respectively), subject to adjustment so that the Minimum Total Stock Merger Consideration shall not be less than the amount necessary to qualify the Merger as a tax-free reorganization under Section 368 of the Code, as determined reasonably by the Parent at or immediately after the Effective Time upon consultation with its independent accountants and counsel; and (ii) that the aggregate amount of cash with respect to which the Per Share Mixed Consideration and the Per Share Cash Consideration shall be paid as Merger Consideration shall be not less than an amount equal to (E) the product of $4.95 and the number of Company Shares validly issued and outstanding at the Effective Time, and not more than (F) the product of $8.25 and the number of Company Shares validly issued and outstanding at the Effective Time (the "Minimum Total Cash Merger Consideration" and the "Maximum Total Cash Merger Consideration," respectively); provided, however, that, if the Minimum Total Stock Merger Consideration is adjusted as provided in Section 2.3(b)(i) above to qualify the Merger as a tax-free reorganization under Section 368 of the Code, the Maximum Total Cash Merger Consideration shall be adjusted reciprocally so that the aggregate value of the Merger Consideration paid after such adjustments is equal to the aggregate value of the Merger Consideration which would have been paid in the absence of such adjustments. (c) No fractional shares of the Parent's Stock shall be issued or delivered in connection with the Merger. Instead, the number of shares of the Parent's Stock which a holder of the Company Shares is entitled to receive pursuant to this ARTICLE II shall be rounded to the nearest whole share (with 0.5 share rounded up to the nearest whole share). (d) In the event the Parent changes the number of shares of the Parent's Stock, or the Company changes the number of shares of the Company Stock, issued and outstanding prior to the Effective Time (excluding any Excluded Shares and any Appraisal Shares) shallas a result of a stock split, by virtue of the Merger and without any action on the part of the holder thereof, be converted into and shall thereafter represent the right to receive the following consideration (the “Merger Consideration”): (i) Each share of Company Common Stock (excluding any Excluded Shares) stock dividend or similar recapitalization with respect to which an election to receive such stock (each a combination of stock and cash has been effectively made and not revoked or lost pursuant to Section 2.7(c) (each, a “Mixed Consideration Election Share”"Stock Adjustment") and each Non-Election Share, as defined the record date therefor (in Section 2.7(c), the case of a stock dividend) or the effective date thereof (in the case of a stock split or similar recapitalization for which a record date is not established) shall be converted into prior to the right to receive the combination (such combinationEffective Time, the “Per Share Mixed Consideration”) of (x) $4.00 in cash or such lesser amount of cash based on Consideration and the adjustments in Section 2.7(b) (the “Per Share Mixed Election Cash Amount”) and (y) the number of shares of Parent Common Stock (together with any cash in lieu of fractional shares of Parent Common Stock to be paid pursuant to Section 2.9(e)) equal to Mixed Election Stock Exchange Ratio. (ii) If the Available Stock Election Amount equals or exceeds the Stock Election Amount, then each share of Company Common Stock (including any Company Restricted Stock, but excluding any Excluded Shares) with respect to which an election to receive stock consideration is properly made and not revoked or lost pursuant to Section 2.7(c) (each, a “Stock Election Share”) shall be converted into the right to receive a number of shares of Parent Common Stock (together with any cash in lieu of fractional shares of Parent Common Stock to be paid pursuant to Section 2.9(e) (the “Per Share Stock Election Consideration”)), equal Consideration shall each be equitably adjusted to the Exchange Ratio. If the Stock Election Amount exceeds the Available Stock Election Amount (reflect such excess being herein referred to as the “Excess Shares”), then each Stock Election Share shall be converted into the right to receive (1) a number of validly issued, fully paid and non-assessable shares of Parent Common Stock equal to (w) the Available Stock Election Amount divided by (x) the number of Stock Election Shares, rounding to the nearest ten-thousandth of a share, and (2) an amount of cash (without interest) equal to (y) the product of the Excess Shares and the Parent Share Value, divided by (z) the number of Stock Election Shareschange.

Merger Consideration. At Upon surrender of a Certificate for cancellation to the Effective TimeExchange Agent or to such other agent or agents as may be appointed by Acquisition, subject together with a letter of transmittal, duly executed, and such other customary documents as may be required pursuant to Section 2.7(b) and such instructions (collectively, the other provisions "Transmittal Documents"), the holder of this Agreement, such Certificate shall be entitled to receive in exchange therefor the Merger Consideration for each share of Common Stock formerly represented by such Certificate, without any interest thereon, less any required withholding of taxes, and the common stock Certificate so surrendered shall thereupon be canceled. In the event of a transfer of ownership of shares of Common Stock which is not registered in the transfer records of the Company, $.01 par value (the “Company Common Stock”) Merger Consideration may be issued and outstanding immediately prior paid in accordance with this Article III to the transferee of such shares if the Certificate evidencing such shares of Common Stock is presented to the Exchange Agent and is properly endorsed or otherwise in proper form for transfer. The signature on the Certificate or any related stock power must be properly guaranteed and the person requesting payment of the Merger Consideration must either pay any transfer or other taxes required by reason of the payment to a person other than the registered holder of the Certificate so surrendered or establish to the Surviving Corporation that such tax has been paid or is not applicable. The Merger Consideration will be delivered by the Exchange Agent as promptly as practicable following surrender of a Certificate and the related Transmittal Documents. Cash payments may be made by check unless otherwise required by a depositary institution in connection with the book-entry delivery of securities. No interest will be payable on such Merger Consideration. Until surrendered in accordance with this Section 3.02, each Certificate shall be deemed at any time after the Effective Time (excluding any Excluded Shares and any Appraisal Shares) shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into and shall thereafter represent to evidence only the right to receive the following consideration (the “Merger Consideration”): (i) Each share of Company Common Stock (excluding any Excluded Shares) with respect to which an election to receive a combination of stock and cash has been effectively made and not revoked or lost pursuant to Section 2.7(c) (eachreceive, a “Mixed Consideration Election Share”) and each Non-Election Share, as defined in Section 2.7(c), shall be converted into the right to receive the combination (upon such combinationsurrender, the “Per Share Mixed Consideration”) of (x) $4.00 in cash or such lesser amount of cash based on the adjustments in Section 2.7(b) (the “Per Share Mixed Election Cash Amount”) and (y) the number of shares of Parent Common Stock (together with any cash in lieu of fractional shares of Parent Common Stock to be paid pursuant to Section 2.9(e)) equal to Mixed Election Stock Exchange Ratio. (ii) If the Available Stock Election Amount equals or exceeds the Stock Election Amount, then Merger Consideration for each share of Company Common Stock (including formerly represented by such Certificate. The Exchange Fund shall not be used for any Company Restricted Stockpurpose other than as set forth in this Article III. Any interest, but excluding any Excluded Shares) with respect to which an election to receive stock consideration is properly made and not revoked dividends or lost pursuant to Section 2.7(c) (each, a “Stock Election Share”) other income earned on the investment of cash held in the Exchange Fund shall be converted into for the right to receive a number of shares of Parent Common Stock (together with any cash in lieu of fractional shares of Parent Common Stock to be paid pursuant to Section 2.9(e) (the “Per Share Stock Election Consideration”)), equal to the Exchange Ratio. If the Stock Election Amount exceeds the Available Stock Election Amount (such excess being herein referred to as the “Excess Shares”), then each Stock Election Share shall be converted into the right to receive (1) a number of validly issued, fully paid and non-assessable shares of Parent Common Stock equal to (w) the Available Stock Election Amount divided by (x) the number of Stock Election Shares, rounding to the nearest ten-thousandth of a share, and (2) an amount of cash (without interest) equal to (y) the product account of the Excess Shares and the Parent Share Value, divided by (z) the number of Stock Election SharesSurviving Corporation.

Merger Consideration. At the Effective Time, subject to Section 2.7(bby virtue of the Merger and without any further action on the part of Head Acquisition LP, Head Acquisition Corp, Urban, the Urban stockholders or the LP Unitholders, the following shall occur: (a) and the other provisions of this Agreement, each share of the common stock of Company, $.01 par value (the “Company Urban Common Stock”) Stock issued and outstanding immediately prior to the Effective Time (excluding any Excluded Shares and any Appraisal Shares) shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into and shall thereafter represent the right to receive the following consideration (the “Merger Consideration”): (i) Each share of Company Common Stock (excluding any Excluded Shares) with respect to which an election to receive a combination of stock and cash has been effectively made and not revoked or lost pursuant to Section 2.7(c) (each, a “Mixed Consideration Election Share”) and each Non-Election Share, as defined in Section 2.7(c), shall be converted into the right to receive the combination (such combinationgreater of the Per Common Share Amount, or any higher price paid per share of Urban Common Stock in the “Per Share Mixed Consideration”) of (x) $4.00 Offer, in cash or such lesser amount of cash based on the adjustments in Section 2.7(b) cash, without interest thereon (the “Per Share Mixed Election Cash Amount”) and "COMMON STOCK MERGER CONSIDERATION"), upon surrender of the Certificate (y) the number of shares of Parent Common Stock (together with any cash as defined in lieu of fractional shares of Parent Common Stock to be paid pursuant to Section 2.9(eSECTION 3.2(b)) equal to Mixed Election Stock Exchange Ratio.formerly representing such share; and (iib) If the Available Stock Election Amount equals or exceeds the Stock Election Amount, then each share of Company Common Urban Preferred Stock (including any Company Restricted Stock, but excluding any Excluded Shares) with respect issued and outstanding immediately prior to which an election to receive stock consideration is properly made and not revoked or lost pursuant to Section 2.7(c) (each, a “Stock Election Share”) the Effective Time shall be converted into the right to receive a number the Per Preferred Share Amount, or any higher price paid per share of Urban Preferred Stock in the Offer, in cash, without interest thereon (the "PREFERRED STOCK MERGER CONSIDERATION" and, together with the Common Stock Merger Consideration, the "MERGER CONSIDERATION"), upon surrender of the Certificate formerly representing such share. All such shares of Parent Common Stock (together Urban Stock, when so converted, shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each holder of a Certificate representing any such shares shall cease to have any rights with any cash in lieu of fractional shares of Parent Common Stock to be paid pursuant to Section 2.9(e) (the “Per Share Stock Election Consideration”))respect thereto, equal to the Exchange Ratio. If the Stock Election Amount exceeds the Available Stock Election Amount (such excess being herein referred to as the “Excess Shares”), then each Stock Election Share shall be converted into except the right to receive (1) a number of validly issued, fully paid and non-assessable shares of Parent the Common Stock equal Merger Consideration or the Preferred Stock Merger Consideration, as applicable, to (w) be paid in consideration therefor upon the Available Stock Election Amount divided by (x) the number surrender of Stock Election Sharessuch Certificates in accordance with SECTION 3.2, rounding to the nearest ten-thousandth of a share, and (2) an amount of cash (without interest) equal to (y) the product of the Excess Shares and the Parent Share Value, divided by (z) the number of Stock Election Shares.

Merger Consideration. At the Effective Time, subject to Section 2.7(b) and the other provisions of this Agreement, each share of the common stock of Company, $.01 par value (the “Company Common Stock”) issued and outstanding immediately prior to the Effective Time (excluding any Excluded Shares and any Appraisal Shares) shall, by virtue of the Merger and without any action on the part of any Party or the holders of the securities of SPAC, holders of the securities of the Company or holders of the securities of Merger Sub: (a) Each SPAC Unit issued and outstanding immediately prior to the Effective Time shall be automatically detached and the holder thereofthereof shall be deemed to hold one (1) SPAC Share and one-half of one (0.5) SPAC Warrant, which underlying securities shall be converted in accordance with the applicable terms of this Section 2.2. (b) Each SPAC Share issued and outstanding immediately prior to the Effective Time shall be converted automatically into the Per Share Consideration, following which all SPAC Shares shall automatically be canceled and shall cease to exist by virtue of the Merger. The holders of SPAC Shares outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such shares, except as provided herein or under applicable Law. (c) Each Sponsor Share issued and outstanding immediately prior to the Effective Time shall be automatically converted into the Per Share Consideration, following which all Sponsor Shares shall automatically be canceled and shall cease to exist by virtue of the Merger. Sponsor shall cease to have any rights with respect to such shares, except as provided herein or under applicable Law. (d) All rights with respect to SPAC Shares underlying SPAC Warrants shall be converted into rights with respect to Company Ordinary Shares and thereupon assumed by the Company. Accordingly, from and after the Effective Time: (i) each SPAC Warrant assumed by the Company may be exercised solely for Company Ordinary Shares; (ii) the number of Company Ordinary Shares subject to each SPAC Warrant assumed by the Company shall be determined by multiplying (x) the number of SPAC Shares that were subject to such SPAC Warrant, as in effect immediately prior to the Effective Time, by (y) the Per Share Consideration, and rounding the resulting number down to the nearest whole number of Company Ordinary Shares; (iii) the per share exercise price for the Company Ordinary Shares issuable upon exercise of each SPAC Warrant assumed by the Company shall be determined by dividing (x) the exercise price per SPAC Share subject to such SPAC Warrant, as in effect immediately prior to the Effective Time, by (y) the Per Share Consideration, and rounding the resulting exercise price up to the nearest whole cent; and (iv) any restriction on the exercise of any SPAC Warrant assumed by the Company shall continue in full force and effect and the term, exercisability, vesting schedule and other provisions of such SPAC Warrant shall otherwise remain unchanged; provided, however, that: (A) to the extent provided under the terms of a SPAC Warrant, such SPAC Warrant assumed by the Company in accordance with this Section 2.2(f) shall, in accordance with its terms, be subject to further adjustment as appropriate to reflect any stock split, division or subdivision of shares, stock dividend, reverse stock split, consolidation of shares, reclassification, recapitalization or other similar transaction with respect to Company Ordinary Shares subsequent to the Effective Time; and (B) the Company Board or a committee thereof shall succeed the authority and responsibility, if any, of the SPAC Board or any committee thereof with respect to each SPAC Warrant assumed by the Company. (e) Each issued and outstanding share of capital stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and shall thereafter represent the right to receive the following consideration (the “Merger Consideration”): (i) Each share of Company Common Stock (excluding any Excluded Shares) with respect to which an election to receive a combination of stock and cash has been effectively made and not revoked or lost pursuant to Section 2.7(c) (each, a “Mixed Consideration Election Share”) and each Non-Election Share, as defined in Section 2.7(c), shall be converted into the right to receive the combination (such combination, the “Per Share Mixed Consideration”) of (x) $4.00 in cash or such lesser amount of cash based on the adjustments in Section 2.7(b) (the “Per Share Mixed Election Cash Amount”) and (y) the number of shares of Parent Common Stock (together with any cash in lieu of fractional shares of Parent Common Stock to be paid pursuant to Section 2.9(e)) equal to Mixed Election Stock Exchange Ratio. (ii) If the Available Stock Election Amount equals or exceeds the Stock Election Amount, then each share of Company Common Stock (including any Company Restricted Stock, but excluding any Excluded Shares) with respect to which an election to receive stock consideration is properly made and not revoked or lost pursuant to Section 2.7(c) (each, a “Stock Election Share”) shall be converted into the right to receive a number of shares of Parent Common Stock (together with any cash in lieu of fractional shares of Parent Common Stock to be paid pursuant to Section 2.9(e) (the “Per Share Stock Election Consideration”)), equal to the Exchange Ratio. If the Stock Election Amount exceeds the Available Stock Election Amount (such excess being herein referred to as the “Excess Shares”), then each Stock Election Share shall be converted into the right to receive (1) a number of become one validly issued, fully paid and non-assessable shares share of Parent Common Stock equal to (w) the Available Stock Election Amount divided by (x) the number of Stock Election Sharescommon stock, rounding to the nearest ten-thousandth of a par value $0.0001 per share, and (2) an amount of cash (without interest) equal to (y) the product of the Excess Shares and Surviving Company, which shall constitute the Parent Share Value, divided by (z) only outstanding share of capital stock of the number of Stock Election SharesSurviving Company.

Merger Consideration. At Subject to the Effective Time, subject to Section 2.7(b) and the other provisions of this Agreement, at the Effective Time, each share of the common stock of Company, $.01 par value (the “Company Common Stock”) issued and outstanding immediately prior Series A Common Share of ATS (the "ATS Common Stock"; shares of ATS Common Stock to be converted in the Effective Time (excluding any Excluded Shares and any Appraisal Merger are referred to as the "ATS Shares") shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into and shall thereafter represent the right to receive receive, and there shall be paid and issued as hereinafter provided in exchange for the following consideration ATS Shares, 1,000 shares of the Common Stock of the Acquirer ("Acquirer Stock") for each ATS Share (the “"Merger Consideration”): (i) Each share of Company Common Stock (excluding any Excluded Shares) with respect to which an election to receive a combination of stock and cash has been effectively made and not revoked or lost pursuant to Section 2.7(c) (each, a “Mixed Consideration Election Share”) and each Non-Election Share, as defined in Section 2.7(c"), shall be converted into the right to receive the combination for an Exchange Ratio of 1,000-for-1 (such combination, the “Per Share Mixed Consideration”) of (x) $4.00 in cash or such lesser amount of cash based on the adjustments in Section 2.7(b) (the “Per Share Mixed Election Cash Amount”) and (y) the number of shares of Parent Common Stock (together with any cash in lieu of Acquirer:ATS). No fractional shares of Parent Common the Acquirer Stock to shall be paid issued pursuant to Section 2.9(e)) the Merger nor will any fractional share interest involved entitle the holder thereof to vote, to receive dividends or to exercise any other rights of a shareholder of the Acquirer. In lieu thereof, any person who would otherwise be entitled to a fractional share of the Acquirer Stock pursuant to the provisions hereof shall receive an amount in cash equal to Mixed Election Stock Exchange Ratio. the value of such fractional share. The value of such fractional share shall be the product of such fraction (iirounded down to the nearest hundredth of a share) If multiplied by the Available Stock Election Amount equals or exceeds the Stock Election Amount, then Share Value of $1.00 for each share of Company Acquirer Stock. Subject to the provisions of this Agreement, at the Effective Time, each share of Acquisition Sub common stock outstanding immediately prior to the Merger shall be converted, by virtue of the Merger and without any action on the part of the holder thereof, into one share of the common stock of the Surviving Corporation (the "Surviving Corporation Common Stock"), which shares of the Surviving Corporation Common Stock (including any Company Restricted Stock, but excluding any Excluded Shares) with respect to which an election to receive stock consideration is properly made and not revoked or lost pursuant to Section 2.7(c) (each, a “Stock Election Share”) shall be converted into the right to receive a number of shares of Parent Common Stock (together with any cash in lieu of fractional shares of Parent Common Stock to be paid pursuant to Section 2.9(e) (the “Per Share Stock Election Consideration”)), equal to the Exchange Ratio. If the Stock Election Amount exceeds the Available Stock Election Amount (such excess being herein referred to as the “Excess Shares”), then each Stock Election Share shall be converted into the right to receive (1) a number of validly issued, fully paid and non-assessable shares of Parent Common Stock equal to (w) the Available Stock Election Amount divided by (x) the number of Stock Election Shares, rounding to the nearest ten-thousandth of a share, and (2) an amount of cash (without interest) equal to (y) the product constitute all of the Excess Shares issued and outstanding capital stock of the Parent Share Value, divided by (z) the number of Stock Election SharesSurviving Corporation.

Merger Consideration. At (a) Subject to the Effective Time, subject to Section 2.7(b) and the other provisions of this AgreementSection 1.3(d) hereafter, each share of the common stock of Company, $.01 par value (the “Company Common Stock”) issued and outstanding immediately prior to the Effective Time (excluding any Excluded Shares and any Appraisal Shares) shall, by virtue of the Merger and without any action on Consideration, constituting the part total purchase price payable to P2i in connection with the acquisition by merger of the holder thereof, be converted into and shall thereafter represent the right to receive the following consideration (the “Merger Consideration”): (i) Each share of Company Common Stock (excluding any Excluded Shares) with respect to which an election to receive a combination of stock and cash has been effectively made and not revoked or lost pursuant to Section 2.7(c) (each, a “Mixed Consideration Election Share”) and each Non-Election Share, as defined in Section 2.7(c)P2i Newspaper, shall be converted into the right to receive the combination (such combination, the “Per Share Mixed Consideration”) delivered and shall consist exclusively of (x) $4.00 in cash or such lesser amount 193,836 shares of cash based on the adjustments in Section 2.7(b) Series A Preferred Stock of Acquiror (the “Per Share Mixed Election Cash Amount”) and (y) the "Acquiror Stock"). The Merger Consideration shall be reduced by such number of shares of Parent Common Acquiror Stock (together as equal the total fees incurred to audit the financial statements of P2i or P2i Newspaper, divided by $50.00. In the event this agreement is terminated for any reason other than a breach solely by Acquiror or Newco, P2i shall immediately reimburse Acquiror for all accounting cxxxx xxxxxred in connection with any cash in lieu the preparation of fractional shares financial statements of Parent Common Stock to be P2i or P2i Newspaper which were paid pursuant to Section 2.9(e)) equal to Mixed Election Stock Exchange Ratioby Acquiror. It is intended that the delivery of the Merger Consideration shall qualify as a tax-free exchange under the Code. (iib) If The shares constituting the Available Stock Election Amount equals or exceeds the Stock Election Amount, then each share of Company Common Stock (including any Company Restricted Stock, but excluding any Excluded Shares) with respect to which an election to receive stock consideration is properly made and not revoked or lost pursuant to Section 2.7(c) (each, a “Stock Election Share”) Merger Consideration shall be converted into the right to receive a number of shares of Parent Common Stock (together with any cash in lieu of fractional shares of Parent Common Stock to be paid pursuant to Section 2.9(e) (the “Per Share Stock Election Consideration”)), equal to the Exchange Ratio. If the Stock Election Amount exceeds the Available Stock Election Amount (such excess being herein referred to as the “Excess Shares”), then each Stock Election Share shall be converted into the right to receive (1) a number of validly issued, fully paid and non-assessable and shall be free and clear of all liens, levies and encumbrances except that such shares shall be "restricted securities" pursuant to Rule 144, promulgated under the Securities Act of 1933, as amended (the "Securities Act"). (c) Acquiror shall deliver certificates evidencing the Merger Consideration to P2i upon the execution and delivery of a copy of an investment letter in the form attached hereto as Exhibit 1.3(d) (the "Investment Letter") to comply with applicable federal and state securities laws. Certificates representing the Merger Consideration will contain a customary legend concerning the restricted nature of the securities. (d) At any time after the Acquiror shall increase its authorized common stock to 100,000,000 shares, P2i shall be entitled to exchange each share of Acquiror Stock for 100 shares of Parent Acquiror's common stock. (e) Except as otherwise set forth herein, the Merger Consideration, together with any shares of the Acquiror's capital stock issuable upon conversion or exchange of the Merger Consideration will be subject to a three year Lock-Up agreement which may be released earlier upon 1) the common stock of the Acquiror ("Acquiror Common Stock equal to (w) the Available Stock Election Amount divided by (x) the number of Stock Election Shares"), rounding to the nearest ten-thousandth of a shareclosing at or above $4.50 per share for 20 consecutive trading days, and (or 2) an amount Acquiror Common Stock trading 500,000 or more shares per week for 20 consecutive trading days at the closing price of cash (without interest) equal at least $3.50 per share. Certificates representing the Merger Consideration will contain a legend evidencing the foregoing. Notwithstanding the foregoing, at P2i's request, up to (y) the product 15% of the Excess Shares Merger Consideration (any shares of the Acquiror's capital stock issuable upon conversion or exchange of the Merger Consideration) may be included in a registration statement filed by Acquiror with the Securities and Exchange Commission, in the event the Acquiror undertakes an underwritten public offering and the Parent Share Value, divided by (z) underwriter of such offering approves the number inclusion of Stock Election Sharesthe Merger Consideration.

Merger Consideration. (a) At the Effective Time, subject to Section 2.7(b) and the other provisions of this Agreement, each share of the common stock of Company, $.01 par value (the “Company Common Stock”) TTI Shares issued and outstanding immediately prior to the Effective Time (excluding any Excluded Shares and any Appraisal Shares) shall, by virtue of the Merger and without any action on the part of the holder thereofXxxx, be converted into and shall thereafter represent the right to receive receive, in the following aggregate, $794,985 (such aggregate consideration (hereinafter referred to as the “"Merger Consideration”):"). (b) The Merger Consideration will be payable as follows: (i) Each share by the payment of Company Common Stock $253,985 in cash at the Effective Time, of which $94,985 will be directed to be paid to the Surviving Corporation in satisfaction of all amounts owing by Xxxx to TTI; (excluding any Excluded Sharesii) with respect by the delivery of the Note at the Effective Time; and (iii) by the delivery of the WaveRider Merger Shares at the Effective Time, subject to which an election to receive the terms of a combination of stock and cash has been effectively made and not revoked or lost pursuant to Section 2.7(c) (each, a “Mixed Consideration Election Share”) and each Nonlock-Election Share, up agreement in letter form attached as defined in Section 2.7(cSchedule 1.4(b), shall be converted and as subject to the adjustments hereafter described. (c) In the event of any reclassification of the WaveRider Shares or a capital reorganization of the Parent or a consolidation, amalgamation or merger of the Parent with or into any other body corporate at any time prior to the right to receive delivery of the combination (such combinationWaveRider Merger Shares, the “Per Share Mixed Consideration”) Parent shall deliver at the Effective Time in lieu of (x) $4.00 in cash or such lesser amount the number of cash based on the adjustments in Section 2.7(b) (the “Per Share Mixed Election Cash Amount”) and (y) WaveRider Shares otherwise deliverable, the number of shares or securities of the Parent Common Stock (together with any cash in lieu resulting from such reclassification or capital reorganization or of fractional shares the body corporate resulting from such merger, amalgamation or consolidation that Xxxx would have been entitled to receive upon such reclassification, capital reorganization, consolidation, amalgamation or merger, if the delivery of Parent Common Stock the WaveRider Merger Shares could have been and had been effected immediately prior to be paid pursuant to Section 2.9(e)) equal to Mixed Election Stock Exchange Ratiothe date of such reclassification, capital reorganization, consolidation, amalgamation or merger. (iid) If As consideration for the Available Stock Election Amount equals or exceeds payment of the Stock Election AmountMerger Consideration by the Parent, then each share of Company Common Stock (including any Company Restricted Stockat the Merger Date, but excluding any Excluded Shares) with respect the Surviving Corporation will issue to which an election to receive stock consideration is properly made and not revoked or lost pursuant to Section 2.7(c) (each, a “Stock Election Share”) shall be converted into the right to receive a Parent that number of shares of Parent Common Stock (together with any cash in lieu common stock of fractional shares of Parent Common Stock to be paid pursuant to Section 2.9(e) (the “Per Share Stock Election Consideration”)), equal Surviving Corporation that has a monetary value equivalent to the Exchange Ratio. If the Stock Election Amount exceeds the Available Stock Election Amount (such excess being herein referred to as the “Excess Shares”), then each Stock Election Share shall be converted into the right to receive (1) a number of validly issued, fully paid and non-assessable shares of Parent Common Stock equal to (w) the Available Stock Election Amount divided by (x) the number of Stock Election Shares, rounding to the nearest ten-thousandth of a share, and (2) an amount of cash (without interest) equal to (y) the product aggregate value of the Excess Shares and consideration provided by the Parent Share Value, divided by (z) to Xxxx as part of the number of Stock Election SharesMerger Consideration.

Merger Consideration. (a) At the Merger Effective Time, subject to Section 2.7(b) and the other provisions of this Agreement, each share of the common stock of Company, $.01 par value (the “Company Common Stock”) issued and outstanding immediately prior to the Effective Time (excluding any Excluded Shares and any Appraisal Shares) shall, by virtue of the Merger and without any further action on the part of Purchaser Acquisition Entity, AMLI or the holder thereofAMLI Common Shareholders, each AMLI Common Share and each Preferred Share issued and outstanding immediately prior to the Merger Effective Time that is owned by AMLI or by any wholly owned Subsidiary of AMLI (other than, in each case, shares in trust accounts, managed accounts, custodial accounts and the like that are beneficially owned by third parties) shall automatically be converted into cancelled and retired and shall thereafter represent the right cease to receive the following consideration (the “Merger Consideration”):exist, and no payment shall be made with respect thereto. (ib) Each share At the Merger Effective Time, by virtue of Company the Merger and without any further action on the part of Purchaser Acquisition Entity, AMLI or the AMLI Common Stock (excluding any Excluded Shares) with respect Shareholders, each AMLI Common Share issued and outstanding immediately prior to which an election to receive a combination of stock and cash has been effectively made and not revoked or lost the Merger Effective Time, other than AMLI Common Shares cancelled pursuant to Section 2.7(c) (each, a “Mixed Consideration Election Share”) and each Non-Election Share, as defined in Section 2.7(c1.4(a), shall automatically be converted into the right to receive the combination (such combination, the “Per Share Mixed Consideration”) of (x) $4.00 an amount in cash or such lesser equal to the sum of $37.75 per share plus an amount of in cash based on equal to $0.48 multiplied by the adjustments in Section 2.7(b) quotient obtained by dividing (the “Per Share Mixed Election Cash Amount”) and (yA) the number of days between the last day of the last quarter for which full quarterly dividends on the AMLI Common Shares have been declared and paid and the Closing Date (including the Closing Date) by (B) the total number of days in the quarter in which the Closing Date occurs without interest (such sum, the “Merger Consideration”), upon surrender of the Common Share Certificate formerly evidencing such share. All such AMLI Common Shares, when so converted, shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each holder of a Common Share Certificate representing any such shares of Parent Common Stock (together shall cease to have any rights with any cash in lieu of fractional shares of Parent Common Stock respect thereto, except the right to receive the Merger Consideration to be paid in consideration therefor upon the surrender of such Common Share Certificates in accordance with Section 2.1, without interest. (c) At the Merger Effective Time, by virtue of the Merger and without any further action on the part of Purchaser Acquisition Entity, AMLI or the holders of Preferred Shares, (i) each Series B cumulative redeemable convertible preferred share of beneficial interest, par value $0.01 per share (the “Series B Preferred Shares”), of AMLI issued and outstanding immediately prior to the Merger Effective Time, other than Series B Preferred Shares cancelled pursuant to Section 2.9(e1.4(a)) equal to Mixed Election Stock Exchange Ratio. (ii) If the Available Stock Election Amount equals or exceeds the Stock Election Amount, then each share of Company Common Stock (including any Company Restricted Stock, but excluding any Excluded Shares) with respect to which an election to receive stock consideration is properly made and not revoked or lost pursuant to Section 2.7(c) (each, a “Stock Election Share”) shall automatically be converted into the right to receive an amount in cash equal to the sum of $37.75 per share, plus a per share amount in cash equal to $0.48 multiplied by the quotient obtained by dividing (x) the number of shares days between the last day of Parent the last quarter for which full quarterly dividends on the AMLI Common Stock Shares have been declared and paid and the Closing Date (together with any cash including the Closing Date) by (y) the total number of days in lieu the quarter in which the Closing Date occurs without interest (such sum, the “Series B Merger Consideration”) and (ii) each Series D cumulative convertible redeemable preferred share of fractional shares of Parent Common Stock to be paid pursuant to Section 2.9(e) beneficial interest, par value $0.01 per share (the “Per Share Stock Election ConsiderationSeries D Preferred Shares”)), equal to and collectively with the Exchange Ratio. If the Stock Election Amount exceeds the Available Stock Election Amount (such excess being herein referred to as Series B Preferred Shares, the “Excess Preferred Shares”), then each Stock Election Share of AMLI issued and outstanding immediately prior to the Merger Effective Time, other than Series D Preferred Shares cancelled pursuant to Section 1.4(a), shall automatically be converted into the right to receive (1) a number of validly issued, fully paid and non-assessable shares of Parent Common Stock an amount in cash equal to (w) the Available Stock Election Amount divided sum of $34.008975 per share, plus a per share amount in cash equal to $0.540625 multiplied by the quotient obtained by dividing (x) the number of Stock Election Shares, rounding to days between the nearest ten-thousandth last day of a share, the last quarter for which full quarterly dividends on the AMLI Common Shares have been declared and paid and the Closing Date (2including the Closing Date) an amount of cash (without interest) equal to by (y) the product total number of days in the quarter in which the Closing Date occurs without interest (such sum, the “Series D Merger Consideration”). All such Preferred Shares, when so converted, shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each holder of a Preferred Share Certificate representing any such Preferred Shares shall cease to have any rights with respect thereto, except the right to receive the Series B Merger Consideration or Series D Merger Consideration, as applicable, to be paid in consideration therefor upon the surrender of such Preferred Share Certificates in accordance with Section 2.1, without interest. (d) At the Merger Effective Time, by virtue of the Excess Shares Merger and without any further action on the Parent Share Valuepart of Purchaser Acquisition Entity, divided by (z) AMLI or the number of Stock Election SharesAMLI Common Shareholders, the limited liability company interest in Purchaser Acquisition Entity outstanding immediately prior to the Merger Effective Time shall remain outstanding as a limited liability company interest in the Surviving Entity and shall constitute the only outstanding limited liability company interest in the Surviving Entity.

Merger Consideration. At the Effective Time, subject to Section 2.7(b(a) and the other provisions of this Agreement, each share of the common stock of Company, $.01 par value (the “Company Common Stock”) issued and outstanding immediately prior Subject to the Effective Time (excluding any Excluded Shares and any Appraisal Sharesadjustments set forth in Section 1.4(c) shallherein, the consideration payable by virtue of Ventures to the Merger and without any action on the part of the holder thereof, be converted into and shall thereafter represent the right to receive the following consideration MCNT Holders (the “Merger Consideration”):) shall be paid by Ventures at Closing to such holders in the form of Class C Partnership Interests in Ventures (the “Class C Interests”) equivalent in value to each such MCNT Holder’s pro rata percentage set forth on Schedule 1.4(a) of the “Adjusted Equity Value” of MCNT set forth in Cell Q69 of Schedule 1.41; provided, that the Parties agree and acknowledge that no such consideration shall be paid by Ventures to any holder of Dissenting Shares, it being agreed that such holder shall receive consideration in exchange for his or her Dissenting Shares as set forth in Section 1.3(c) above and any MCNT Holders who are not holders of Dissenting Shares shall not, by virtue of there being any Dissenting Shares, be entitled to receive more than their pro rata percentage set forth on Schedule 1.4(a) of the “Adjusted Equity Value” of MCNT set forth in Cell Q69 of Schedule 1.41. (b) The Merger Consideration payable hereunder has been derived from the relative fair market values of the businesses of MCNT, Impel, UANT and USMD as determined by fair market value appraisals (and updates to the same) conducted by experienced and independent third party appraisal companies. (c) The aggregate Merger Consideration payable at Closing shall be adjusted following the Closing based upon changes in the Adjusted Equity Value of MCNT relative to, (i) changes in the Adjusted Equity Value of Impel, (ii) changes in the Adjusted Equity Value of UANT, (iii) changes in the Adjusted Equity Value of Ventures, and (iv) changes in the Adjusted Equity Value of the shares of common stock of USMD contributed to Ventures by USMD shareholders pursuant to the UANT Agreement, in each case between September 30, 2011 and 11:59 p.m. local time in Dallas, Texas on the Closing Date (the “Schedule 1.41 Adjustments”). The Schedule 1.41 Adjustments shall be calculated as follows: (i) to reflect any changes from December 31, 2011 in “Total Subsidiary Level Debt,” “USMD Corporate Level Debt,” “Ventures/UANT Corporate Level Debt,” “Impel Level Debt,” and “MCNT Corporate Level Debt,” as set forth in Columns D, F, G, H, and I, respectively, of Schedule 1.41; (ii) to reflect any changes since September 30, 2011 in ownership percentages of the assets or investments held by either USMD, Ventures/UANT, Impel, and MCNT, as reflected in Columns J, L, N, and P, respectively, of Schedule 1.41; (iii) to reflect on Schedule 1.41 the amount of any “Deferred Payment Obligations” of USMD, Ventures/UANT, Impel, and MCNT as set forth in Cells K62, M62, O62, and Q62, respectively. Such amounts shall be calculated in accordance with the Schedule 1.41 Deferred Payment Obligations as defined in Article IX; (iv) to reflect the amount of any “Net Working Capital Adjustments” of USMD, Ventures/UANT, Impel, and MCNT in Cells D75 of Schedule 1.42, D68 of Schedule 1.43, D75 of Schedule 1.44, and D75 of Schedule 1.45, respectively; and (v) to reflect on Schedule 1.41 the amount of any mutually approved capital expenditures (A) since December 31, 2010 relating to fixed assets of the UANT clinical practice and (B) since September 30, 2011 relating to fixed assets or mutually approved capital contributions of USMD, Ventures/UANT, Impel, and MCNT as set forth in Cells K65, M65, O65, and Q65, including without limitation approved capital expenditures for equipment, building or tenant improvements. (d) For the purposes of computing the adjustments, if any, pursuant to subsection (c) above, no adjustments to the Merger Consideration or Adjusted Equity Values reflected on Row 69 of Schedule 1.41 shall be made to the extent of any amounts already included in the calculations set forth in Rows 62-65 and Row 67 of Schedule 1.41 and the following provisions shall be applicable: (i) No later than forty-five (45) days following the Closing Date, the MCNT Representative shall prepare and deliver to Ventures a calculation of the Schedule 1.41 Adjustments related to MCNT, based upon its financial statements at and as of the Closing. No later than fifteen (15) days following the delivery by the MCNT Representative of the proposed Schedule 1.41 Adjustments related to MCNT, Ventures shall deliver to the MCNT Representative a calculation of all Schedule 1.41 Adjustments set forth in subsection (c) above. Each share of Company Common Stock (excluding the MCNT Representative and Ventures shall give to the other any Excluded Shares) information and back-up materials reasonably requested by the requesting Party with respect to which an election to receive a combination of stock and cash has been effectively made and not revoked or lost pursuant to Section 2.7(c) (each, a “Mixed Consideration Election Share”) and each Non-Election Share, as defined in Section 2.7(c), shall be converted into the right to receive the combination (such combination, the “Per Share Mixed Consideration”) of (x) $4.00 in cash or such lesser amount of cash based on the adjustments in Section 2.7(b) (the “Per Share Mixed Election Cash Amount”) and (y) the number of shares of Parent Common Stock (together with any cash in lieu of fractional shares of Parent Common Stock to be paid pursuant to Section 2.9(e)) equal to Mixed Election Stock Exchange RatioSchedule 1.41 Adjustments. (ii) The MCNT Representative shall have thirty (30) days following receipt of the calculations of Schedule 1.41 Adjustments to notify Ventures of any dispute of any item contained therein, which notice shall set forth in reasonable detail the basis for such dispute. At any time within such thirty (30)-day period, the MCNT Representative shall be entitled to agree with any or all of the items set forth in Ventures’s calculation of the Schedule 1.41 Adjustments. (iii) If the Available Stock Election Amount equals MCNT Representative does not notify Ventures of any such dispute within such thirty (30)-day period, or exceeds notifies Ventures of its agreement with Ventures’s calculations, Ventures’s calculations of the Stock Election AmountSchedule 1.41 Adjustments shall be final and binding on the Parties and shall be deemed to be final and binding for purposes of any adjustments to consideration made pursuant to the UANT Agreement. (iv) If the MCNT Representative notifies Ventures of any such dispute within such thirty (30)-day period, then each share the Schedule 1.41 Adjustments shall be resolved as follows: (A) The MCNT Representative and Ventures shall jointly determine the extent of Company Common Stock any Schedule 1.41 Adjustments as promptly as practicable. (including B) In the event that the MCNT Representative and Ventures are unable to agree upon any Company Restricted Stockof the Schedule 1.41 Adjustments, but excluding any Excluded Shares) the Parties shall submit such matter to the Dallas, Texas office of Xxxxx Xxxxxxxx LLP (or if such firm is unwilling or unable to serve, another nationally recognizable accounting firm mutually agreed upon by the Parties), who shall make the final determination with respect to which an election the correctness of the proposed Schedule 1.41 Adjustments in light of the terms and provisions of this Agreement, with such determination being final and binding on the Parties and be final and binding for purposes of any adjustments to receive stock consideration is properly made and not revoked or lost pursuant to Section 2.7(c) (each, a “Stock Election Share”) shall be converted into the right to receive a number of shares of Parent Common Stock (together with any cash in lieu of fractional shares of Parent Common Stock to be paid pursuant to Section 2.9(e) (the “Per Share Stock Election Consideration”)), equal to the Exchange Ratio. If the Stock Election Amount exceeds the Available Stock Election Amount (such excess being herein referred to as the “Excess Shares”), then each Stock Election Share shall be converted into the right to receive (1) a number of validly issued, fully paid and non-assessable shares of Parent Common Stock equal to (w) the Available Stock Election Amount divided by (x) the number of Stock Election Shares, rounding to the nearest ten-thousandth of a share, and (2) an amount of cash (without interest) equal to (y) the product of the Excess Shares and the Parent Share Value, divided by (z) the number of Stock Election SharesUANT Agreement.

Merger Consideration. At Subject to the Effective Time, subject to Section 2.7(b) and the other provisions of this Agreement, each share of the common stock of Company, $.01 par value (the “Company Common Stock”) issued and outstanding immediately prior to at the Effective Time (excluding any Excluded Shares and any Appraisal Shares) shallTime, automatically by virtue of the Merger and without any action on the part of the holder Parties or any shareholder of TB: (a) Each share of BFC Common Stock that is issued and outstanding immediately prior to the Effective Time shall remain outstanding following the Effective Time and shall be unchanged by the Merger. (b) Each share of TB Common Stock owned directly by BFC, TB or any of their respective Subsidiaries (other than shares in trust accounts, managed accounts and the like for the benefit of customers or shares held as collateral for outstanding debt previously contracted) immediately prior to the Effective Time shall be cancelled and retired at the Effective Time without any conversion thereof, and no payment shall be made with respect thereto (the “TB Cancelled Shares”). (c) Notwithstanding anything in this Agreement to the contrary, all shares of TB Common Stock that are issued and outstanding immediately prior to the Effective Time and which are held by a shareholder who did not vote in favor of the Merger (or consent thereto in writing) and who is entitled to demand and properly demands the fair value of such shares pursuant to, and who complies in all respects with, the provisions of Subchapter 13 of the WBCL, shall not be converted into and shall thereafter represent or be exchangeable for the right to receive the following consideration Per Share Stock Consideration (the “Merger ConsiderationDissenting Shares”): ). The holder of such Dissenting Shares (ihereinafter called a “Dissenting Shareholder”) Each share instead shall be entitled to payment of Company the fair value of such shares in accordance with the applicable provisions of the WBCL and at the Effective Time, such Dissenting Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to exist and such Holder shall cease to have any rights with respect thereto, except the rights provided for pursuant to the applicable provisions of the WBCL and this Section 2.01(c), unless and until such Dissenting Shareholder shall have failed to perfect such Holder’s right to receive, or shall have effectively withdrawn or lost rights to demand or receive, the fair value of such shares of TB Common Stock (excluding under the applicable provisions of the WBCL. If any Excluded Shares) with respect Dissenting Shareholder shall fail to which an election to receive a combination perfect or effectively withdraw or lose such Holder’s dissenter’s rights under the applicable provisions of stock and cash has been effectively made and not revoked or lost pursuant to Section 2.7(c) (eachthe WBCL, a “Mixed Consideration Election Share”) and each Non-Election Share, as defined in Section 2.7(c), such Dissenting Share shall be deemed to have been converted into and to have become exchangeable for, the right to receive the combination (such combination, the “Per Share Mixed Stock Consideration”, without any interest thereon, in accordance with the applicable provisions of this Agreement. TB shall give BFC (i) prompt notice of (x) $4.00 any written notices to exercise dissenters’ rights in cash or respect of any shares of TB Common Stock, attempted withdrawals of such lesser amount of cash based on notices and any other instruments served pursuant to the adjustments in Section 2.7(b) (the “Per Share Mixed Election Cash Amount”) WBCL and received by TB relating to dissenters’ rights and (yii) the number opportunity to participate in negotiations and proceedings with respect to demands for fair value under the WBCL. TB shall not, except with the prior written consent of shares BFC, voluntarily make any payment with respect to, or settle, or offer or agree to settle, any such demand for payment. (d) At the Effective Time, each share of Parent TB Common Stock (together with any cash in lieu of fractional shares of Parent Common Stock excluding Dissenting Shares and TB Cancelled Shares) issued and outstanding at the Effective Time shall cease to be paid pursuant to Section 2.9(e)) equal to Mixed Election Stock Exchange Ratio. (ii) If the Available Stock Election Amount equals or exceeds the Stock Election Amount, then each share of Company Common Stock (including any Company Restricted Stock, but excluding any Excluded Shares) with respect to which an election to receive stock consideration is properly made outstanding and not revoked or lost pursuant to Section 2.7(c) (each, a “Stock Election Share”) shall be converted converted, in accordance with the terms of this Article II, into and exchanged for the right to receive a number of shares of Parent Common Stock (together with any cash in lieu of fractional shares of Parent Common Stock to be paid pursuant to Section 2.9(e) (the “Per Share Stock Election Consideration”)), equal to the Exchange Ratio. If the Stock Election Amount exceeds the Available Stock Election Amount (such excess being herein referred to as the “Excess Shares”), then each Stock Election Share shall be converted into the right to receive (1) a number of validly issued, fully paid and non-assessable shares of Parent Common Stock equal to (w) the Available Stock Election Amount divided by (x) the number of Stock Election Shares, rounding to the nearest ten-thousandth of a share, and (2) an amount of cash (without interest) equal to (y) the product of the Excess Shares and the Parent Share Value, divided by (z) the number of Stock Election Shares.

Merger Consideration. At the Effective Time, subject to Section 2.7(b) and the other provisions of this Agreement, each share of the common stock of Company, $.01 par value (the “Company Common Stock”) Stock issued and outstanding immediately prior to the Effective Time (excluding any Company Excluded Shares and any Appraisal Shares) shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into and shall thereafter represent the right to receive Parent, the following consideration (Merger Sub or the “Merger Consideration”): (i) Each share of Company Common Stock (excluding any Excluded Shares) with respect to which an election to receive a combination of stock and cash has been effectively made and not revoked or lost pursuant to Section 2.7(c) (eachCompany, a “Mixed Consideration Election Share”) and each Non-Election Share, as defined in Section 2.7(c), shall be converted into the right to receive the combination number of fully paid and nonassessable shares of common stock, par value $0.001 per share, of the Parent (such combination“Parent Common Stock”) equal to the Exchange Ratio (collectively, the “Per Share Mixed Merger Consideration”) ). The “Exchange Ratio” shall equal the quotient of (x) $4.00 in cash or such lesser amount the quotient of cash based on (A) the adjustments in Section 2.7(b) Aggregate Cash-Value Merger Consideration divided by (the “Per Share Mixed Election Cash Amount”) and (yB) the number of shares of Company Common Stock issued and outstanding immediately prior to the Effective Time plus those shares that may become issuable as Parent Common Stock (together with any cash in lieu of fractional shares of Parent Common Stock to be paid at or after the Effective Time pursuant to Section 2.9(e2.1(e)(i), (iii), (iv), (v) equal or (vi) hereof, provided that such issuable shares shall, solely for this purpose, exclude any such shares that are subject to Mixed Election Company Stock Exchange Ratio. Options or Company SARs as of the Effective Time and the exercise price or base price, respectively, therefor is, with respect to Company Common Stock, greater than the greater of (i) $6.05 and (ii) If the Available Stock Election Amount equals or exceeds the Stock Election Amount, then each share closing stock price of Company Common Stock (including any Company Restricted Stockon NASDAQ on the last Trading Day immediately prior to the Closing Date, but excluding any Excluded Shares) in each case on a per share basis, and with respect to which an election to receive stock consideration is properly made and not revoked or lost pursuant to Section 2.7(c) (each, a “Stock Election Share”) Company SARs shall be converted into include solely the right to receive a net number of shares of Parent Company Common Stock (together with any cash in lieu that shall be issuable as calculated using the closing price of fractional shares of Parent the Company Common Stock to be paid pursuant to Section 2.9(e) (on the “Per Share Stock Election Consideration”)), equal day prior to the Exchange Ratio. If the Stock Election Amount exceeds the Available Stock Election Amount (such excess being herein referred to as the “Excess Shares”), then each Stock Election Share shall be converted into the right to receive (1) a number of validly issued, fully paid and non-assessable shares of Parent Common Stock equal to (w) the Available Stock Election Amount Closing Date divided by (xy) $9.5464, and rounding the number of Stock Election Shares, rounding Exchange Ratio to the nearest ten-thousandth thousandth. For purposes of a sharethis Agreement, the “Aggregate Cash-Value Merger Consideration” shall equal $28,000,000, but shall be subject to upward adjustment as expressly contemplated by the last paragraph of Section 5.1 and after written notice to the Parent at least three Trading Days prior to the Closing Date of such adjustment, which notice shall include reasonable detail of the proceeds of, and (2) an amount all transaction costs, fees and expenses and gross Tax liabilities attributable to, the IP Sale. For purposes of cash (without interest) equal to (y) this Agreement, “Trading Day” means any day on which Parent Common Stock is traded on the product of the Excess Shares and the Parent Share Value, divided by (z) the number of Stock Election Sharesprincipal securities market on which it is then listed or quoted.

Merger Consideration. At As of the Effective Time, subject to Section 2.7(b) and the other provisions of this Agreement, each share by virtue of the common stock Merger and without any further action on the part of Companyany holder of Units or Phantom Units or any member of Merger Sub, $.01 par value (a) each Unit or Phantom Unit held by Buyer, Merger Sub, or by any member of the “Company Common Stock”Group in treasury, not issued or outstanding or otherwise, shall be canceled and retired and shall cease to exist, and no consideration shall be delivered or receivable in exchange therefore, (b) each other Unit or Phantom Unit issued and outstanding immediately prior to the Effective Time (excluding any Excluded Shares shall be converted into and any Appraisal Shares) shallrepresent the right, by virtue in full satisfaction of the Merger and without any action on the part rights of the holder thereof, to receive (i) an amount in cash equal to the amount that would be receivable in respect of such Unit or Phantom Unit pursuant to, and in accordance with the rights and obligations set forth in, the LLC Agreement and the Management Incentive Plan in a complete liquidation of the Company where the liquidation proceeds are equal to the Adjusted Merger Consideration less the Escrow Amount (the amount receivable in respect of a particular Unit or Phantom Unit pursuant to this clause (i), that Unit or Phantom Unit’s “Allocable Closing Merger Consideration”), and (ii) to the extent applicable, a portion of the balance of the Escrow Amount in accordance with Section 8.10, in each case after taking into account the cancellation of Units and Phantom Units pursuant to clause (a) of this Section 3.1 and determined in accordance with the methodologies used in Section 3.1 of the Disclosure Schedule (which, by way of example, sets forth a calculation of the Allocable Closing Merger Consideration, including the amount payable to holders of the Preferred Phantom Units, which derive their value pursuant to the Management Incentive Plan based on the value of the Adjusted Merger Consideration, that would be payable if the Effective Time occurred on August 15, 2007 and the Adjusted Merger Consideration was equal to the Base Merger Consideration) and (c) each issued and outstanding limited liability company interest of Merger Sub shall be converted into and shall thereafter represent the right to receive the following consideration (the “Merger Consideration”): (i) Each share of Company Common Stock (excluding any Excluded Shares) with respect to which an election to receive a combination of stock and cash has been effectively made and not revoked or lost pursuant to Section 2.7(c) (each, a “Mixed Consideration Election Share”) and each Non-Election Share, as defined in Section 2.7(c), shall be converted into the right to receive the combination (such combination, the “Per Share Mixed Consideration”) of (x) $4.00 in cash or such lesser amount of cash based on the adjustments in Section 2.7(b) (the “Per Share Mixed Election Cash Amount”) and (y) the number of shares of Parent Common Stock (together with any cash in lieu of fractional shares of Parent Common Stock to be paid pursuant to Section 2.9(e)) equal to Mixed Election Stock Exchange Ratio. (ii) If the Available Stock Election Amount equals or exceeds the Stock Election Amount, then each share of Company Common Stock (including any Company Restricted Stock, but excluding any Excluded Shares) with respect to which an election to receive stock consideration is properly made and not revoked or lost pursuant to Section 2.7(c) (each, a “Stock Election Share”) shall be converted into the right to receive a number of shares of Parent Common Stock (together with any cash in lieu of fractional shares of Parent Common Stock to be paid pursuant to Section 2.9(e) (the “Per Share Stock Election Consideration”)), equal to the Exchange Ratio. If the Stock Election Amount exceeds the Available Stock Election Amount (such excess being herein referred to as the “Excess Shares”), then each Stock Election Share shall be converted into the right to receive (1) a number of validly issued, become one fully paid and non-assessable shares of Parent Common Stock equal to (w) the Available Stock Election Amount divided by (x) the number of Stock Election Shares, rounding to the nearest ten-thousandth of a share, and (2) an amount of cash (without interest) equal to (y) the product nonassessable limited liability company interest of the Excess Shares and the Parent Share Value, divided by (z) the number of Stock Election SharesSurviving Company.

Merger Consideration. At (a) Subject to the Effective Time, subject to Section 2.7(b) terms and the other provisions conditions of this Agreement, each share of the common stock of Company, $.01 par value (the “Company Common Stock”) issued and Stock that is outstanding immediately prior to the Effective Time (excluding any Excluded Dissenting Shares and any Appraisal Sharesshares of Company Common Stock cancelled pursuant to Section 3.1(b)) shall, by virtue of the Merger and without any action on the part of the holder thereof, shall be converted into and shall thereafter become the right to receive cash as set forth in this Article III. (b) Subject to the terms and conditions of this Agreement including, without limitation, the provisions of Section 3.2 below, each share of Company Common Stock (other than the shares of Company Common Stock to be cancelled as set forth in Section 3.1(c) or Dissenting Shares) will be converted into and represent the right to receive the following consideration (consisting of an amount of cash as is determined in accordance with Section 3.2, which, is referred to herein as the “Merger Consideration.”): (ic) Each share of Company Common Stock (excluding any Excluded Shares) with respect to which an election to receive a combination held in the treasury of stock the Company and cash has been effectively made and not revoked or lost pursuant to Section 2.7(c) (each, a “Mixed Consideration Election Share”) and each Non-Election Share, as defined in Section 2.7(c), shall be converted into the right to receive the combination (such combination, the “Per Share Mixed Consideration”) of (x) $4.00 in cash or such lesser amount of cash based on the adjustments in Section 2.7(b) (the “Per Share Mixed Election Cash Amount”) and (y) the number of shares of Parent Common Stock (together with any cash in lieu of fractional shares of Parent Common Stock to be paid pursuant to Section 2.9(e)) equal to Mixed Election Stock Exchange Ratio. (ii) If the Available Stock Election Amount equals or exceeds the Stock Election Amount, then each share of Company Common Stock (including owned by Sterling, Merger Sub or any direct or indirect wholly owned Subsidiary of Sterling or the Company Restricted Stock, but excluding immediately prior to the Effective Time shall be canceled without any Excluded Shares) conversion and no payment or distribution shall be made with respect to which an election to receive thereto. (d) The shares of common stock consideration is properly made of Merger Sub issued and not revoked or lost pursuant to Section 2.7(c) (each, a “Stock Election Share”) outstanding immediately before the Effective Time shall be converted into a number of shares and class of shares of the Surviving Corporation equal to the number of shares and class of capital stock of the Company issued and outstanding immediately prior to the Effective Time with the same rights, powers and privileges as the shares so converted and shall constitute the only outstanding shares of capital stock of the Surviving Corporation. (e) Notwithstanding anything in this Agreement to the contrary, no share of Company Common Stock, the holder of which shall have complied with the provisions of Article 5.12 of the TBCA as to appraisal rights (a “Dissenting Share”), shall be deemed converted into and to represent the right to receive the Merger Consideration hereunder, and the holders of Dissenting Shares, if any, shall be entitled to payment, solely from the Surviving Corporation, of the appraised value of such Dissenting Shares to the extent permitted by and in accordance with the provisions of Article 5.12 of the TBCA; provided, however, that (i) if any holder of Dissenting Shares shall, under the circumstances permitted by the TBCA, subsequently deliver a number written withdrawal of shares his or her demand for appraisal of Parent Common Stock such Dissenting Shares, (together with ii) if any cash holder fails to establish his or her entitlement to rights to payment as provided in lieu such Article 5.12, or (iii) if neither any holder of fractional shares Dissenting Shares nor the Surviving Corporation has filed a petition demanding a determination of Parent Common Stock the value of all Dissenting Shares within the time provided in such Article 5.12, such holder or holders (as the case may be) shall forfeit such right to be paid payment for such Dissenting Shares pursuant to Section 2.9(e) (the “Per Share Stock Election Consideration”)), equal to the Exchange Ratio. If the Stock Election Amount exceeds the Available Stock Election Amount (such excess being herein referred to as the “Excess Shares”), then Article 5.12 and each Stock Election such Dissenting Share shall thereupon be converted into and shall represent the right to receive the Merger Consideration therefore. The Company shall give Sterling (1i) a number prompt notice of validly issuedany written objections to the Merger submitted to the Company in accordance with Article 5.12, fully paid attempted withdrawals of such objections, and non-assessable shares any other instruments served pursuant to applicable law received by the Company relating to shareholders’ rights of Parent Common Stock equal to appraisal and (wii) the Available Stock Election Amount divided by (x) opportunity to direct all negotiations and proceedings with respect to demands for appraisal under the number TBCA. The Company shall not, except with the prior written consent of Stock Election SharesSterling, rounding voluntarily make any payment with respect to the nearest ten-thousandth any demands for appraisals of a shareCompany Common Stock, and (2) an amount offer to settle or settle any such demands or approve any withdrawal of cash (without interest) equal to (y) the product of the Excess Shares and the Parent Share Value, divided by (z) the number of Stock Election Sharesany such demands.

Merger Consideration. At the Effective Time, subject Seller shall receive from or on behalf of Acquisition the following consideration, representing full and complete payment by Acquisition to Section 2.7(bSeller for the Shares ("Merger Consideration"), payable as described below: (a) At the Effective Time, Acquisition shall cause to be issued to or on behalf of Seller Clariti Shares with a Value equal to $2,907,750 [the "Clariti Shares Issued at Closing"]. Seller shall execute and deliver at the Closing the Lock-Up Agreement restricting the transferability or other provisions of this Agreement, each share disposition of the common stock Clariti Shares Issued at Closing for the one (1) year period commencing the date of the Closing. The number of shares of the Clariti Shares Issued at Closing assumes that Company shall produce the Minimum 1999 Gross Revenues. In the event that Company's 1999 Gross Revenues are less than the Minimum 1999 Gross Revenues, $.01 par the number of Clariti Shares Issued at Closing shall be reduced as hereinafter provided. The value (of the “Company Common Stock”) issued and outstanding immediately prior Clariti Shares Issued at Closing shall be an amount equal to the product of $2,907,750 multiplied by a fraction (a) the numerator of which is the lesser of (i) $8,000,000 or (ii) Company's actual 1999 Gross Revenues and, (b) the denominator of which is $8,000,000. Any adjustment in the number of Clariti Shares Issued at Closing shall be made as soon as practicable following the determination of such adjustment. In addition, at the Effective Time Time, Acquisition shall pay to Seller by check or wire transfer, Seventy Five Thousand Dollars (excluding any Excluded $75,000). (b) As Additional Merger Consideration, Seller shall be entitled to receive Additional Merger Consideration from or on behalf of Acquisition provided that Seller is a full time employee of the Company during the time periods set forth in this Section. Such Additional Merger Consideration shall be in the form of Clariti Shares and any Appraisal Shares) which Acquisition shall cause to be issued to Seller as provided for below. Clariti shall, by virtue and is hereby obligated to, issue the Seller on behalf of Acquisition the Merger and without any action on the part of the holder thereof, be converted into and shall thereafter represent the right to receive the following consideration (the “Merger Consideration”):Clariti Shares as provided for below. (i) Each share of Company Common Stock Provided that (excluding any Excluded SharesA) with respect to which an election to receive a combination of stock and cash Seller has been effectively made continuously employed as a full-time employee of the Surviving Corporation for the period commencing January 1, 2000 and not revoked or lost pursuant to Section 2.7(c) (eachterminating December 31, a “Mixed Consideration Election Share”) and each Non-Election Share, as defined in Section 2.7(c), shall be converted into the right to receive the combination (such combination, the “Per Share Mixed Consideration”) of (x) $4.00 in cash or such lesser amount of cash based on the adjustments in Section 2.7(b) (the “Per Share Mixed Election Cash Amount”) 2000 and (yB) Seller is not in default of any of the number material provisions of shares any of Parent Common Stock the Transaction Documents which default has not been cured by Seller within ten (together 10) business days from the date on which Seller receives written notice of such default, Seller shall earn Clariti Shares with any cash in lieu of fractional shares of Parent Common Stock to be paid pursuant to Section 2.9(e)) a Value equal to Mixed Election Stock Exchange Ratio$2,000,000. (ii) If Provided that (A) Seller has been continuously employed as a full-time employee of the Available Stock Election Amount equals or exceeds Surviving Corporation for the Stock Election Amountperiod commencing January 1, then each share 2001 and terminating December 31, 2001 and (B) Seller is not in default of Company Common Stock any of the material provisions of any of the Transaction Documents which default has not been cured by Seller within ten (including 10) business days from the date on which Seller receives written notice of such default, Seller shall earn Clariti Shares with a Value equal to $1,500,000. (iii) Provided that (A) Seller has been continuously employed as a full-time employee of the Surviving Corporation for the period commencing January 1, 2002 and terminating December 31, 2002 and (B) Seller is not in default of any Company Restricted Stockof the material provisions of any of the Transaction Documents which default has not been cured by Seller within ten (10) business days from the date on which Seller receives written notice of such default, but excluding any Excluded SharesSeller shall earn Clariti Shares with a Value equal to $1,500,000. (c) with respect to which an election to receive stock consideration is properly made and not revoked or lost pursuant to Section 2.7(c) (each, a “Stock Election Share”) The Merger Consideration delivered upon the exchange of Shares shall be converted into deemed to have been issued in full satisfaction of all rights pertaining to such Shares. If, after the right to receive a number of shares of Parent Common Stock (together with any cash in lieu of fractional shares of Parent Common Stock to be paid pursuant to Section 2.9(e) (the “Per Share Stock Election Consideration”))Effective Time, equal certificates representing Shares are presented to the Exchange Ratio. If the Stock Election Amount exceeds the Available Stock Election Amount (such excess being herein referred to as the “Excess Shares”)Surviving Corporation for any reason, then each Stock Election Share they shall be converted into the right to receive (1) a number of validly issued, fully paid and non-assessable shares of Parent Common Stock equal to (w) the Available Stock Election Amount divided by (x) the number of Stock Election Shares, rounding to the nearest ten-thousandth of a share, and (2) an amount of cash (immediately cancelled without interest) equal to (y) the product of the Excess Shares and the Parent Share Value, divided by (z) the number of Stock Election Sharesany further consideration.

Merger Consideration. At As of the Effective Time, subject to Section 2.7(b) and the other provisions of this Agreement, each share of the common stock of Company, $.01 par value (the “Company Common Stock”) issued and outstanding immediately prior to the Effective Time (excluding any Excluded Shares and any Appraisal Shares) shall, by virtue of the Merger and without any action on the part of any stockholder of the holder thereofCompany or Merger Subsidiary: (a) All shares of common stock, $0.001 par value, of the Company ("Company Common Stock") which are held by Parent, the Company or any wholly-owned subsidiary of Parent (including Merger Subsidiary) or of the Company shall be converted into canceled and retired and shall thereafter represent the right cease to receive the following exist, and no consideration (the “Merger Consideration”):shall be delivered in exchange therefor. (ib) Each issued and outstanding share of Company Common Stock (excluding any Excluded Shares) with respect Stock, other than those to which an election to receive a combination of stock Section 3.1(a) applies and cash has been effectively made and not revoked or lost pursuant to Section 2.7(c) other than any Dissenting Shares (each, a “Mixed Consideration Election Share”) and each Non-Election Share, as defined in Section 2.7(c3.2), shall be converted into the right to receive the combination (such combination, the “Per Share Mixed Consideration”) of (x) $4.00 in cash or such lesser amount of cash based on the adjustments in Section 2.7(b) (the “Per Share Mixed Election Cash Amount”) and (y) the number of shares of Parent Common Stock (together with any cash in lieu of fractional shares of Parent Common Stock to be paid pursuant to Section 2.9(e)) equal to Mixed Election Stock Exchange Ratio. (ii) If the Available Stock Election Amount equals or exceeds the Stock Election Amount, then 4.05 for each share of Company Common Stock (including any Company Restricted Stock, but excluding any Excluded Sharesthe "Merger Consideration"). (c) with respect to which an election to receive Each issued and outstanding share of common stock consideration is properly made and not revoked or lost pursuant to Section 2.7(c) (each, a “Stock Election Share”) of Merger Subsidiary shall be converted into and become one fully paid and nonassessable share of common stock of the Surviving Corporation which shall constitute all of the issued and outstanding capital stock of the Surviving Corporation and shall be owned by Parent. (d) If at any time during the period between the date of this Agreement and the Effective Time, the Company changes the number of shares of the Company Common Stock outstanding, the Merger Consideration and any other items dependent thereon shall be appropriately adjusted so that the Merger Consideration will be equivalent to that which it would have been if the change had not occurred. (e) The outstanding and unexercised Company Stock Options shall, for each share of Company Common Stock subject to such Company Stock Option, become the right to receive a number of shares of Parent Common Stock (together with any cash in lieu of fractional shares of Parent Common Stock to be paid pursuant to Section 2.9(e) (the “Per Share Stock Election Consideration”)), an amount equal to the Exchange Ratio. If Merger Consideration less the Stock Election Amount exceeds the Available Stock Election Amount (such excess being herein referred to as the “Excess Shares”), then each Stock Election Share shall be converted into the right to receive (1) a number exercise price per share of validly issued, fully paid and non-assessable shares of Parent Company Common Stock equal provided in such Company Stock Option. All outstanding Company Stock Options and all other options or warrants to (w) purchase the Available Company Common Stock Election Amount divided which are exercisable for a price per share of Company Common Stock which is greater than the Merger Consideration shall, solely by (x) the number of Stock Election Shares, rounding to the nearest ten-thousandth of a share, and (2) an amount of cash (without interest) equal to (y) the product virtue of the Excess Shares Merger and without any other consideration or action on the Parent Share Valuepart of Parent, divided by (z) the number Company, Merger Subsidiary or the holders thereof, be canceled and of Stock Election Sharesno further force or effect.

Merger Consideration. At As set forth in the Contingent Escrow Agreement, immediately after the Effective Time, subject to Section 2.7(b) and the other provisions of this AgreementParent shall deposit with Bank One, each share of the common stock of CompanyColorado, $.01 par value N.A. (the “Company Common Stock”"Exchange Agent") issued and outstanding immediately prior to the Effective Time (excluding any Excluded Shares and any Appraisal Shares) shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into and shall thereafter represent the right to receive the following consideration (the “Merger Consideration”): (i) Each share the Cash Payment less the Escrow Amount, (ii) certificates representing $500,000 in value of Company Parent Common Stock to be issued to the Principal Stockholders, less cash payments for fractional shares, and (excluding iii) cash sufficient to make payments in lieu of fractional shares in accordance with Section 2.11. All of the cash and shares of Parent Common Stock so deposited with the Exchange Agent, together with any Excluded Shares) dividends or distributions received by the Exchange Agent with respect to which an election the shares so deposited, are referred to collectively as the Exchange Fund. As soon as practicable after the Effective Time, the Exchange Agent will mail to the registered holders of Company Stock Certificates (i) a Transmittal Letter, (ii) and instructions for use in effecting the surrender of Company Stock Certificates in exchange for any cash payments and, if applicable, certificates representing shares of Parent Common Stock all in accordance with this Section 2.05. Upon surrender of a Company Stock Certificate to the Exchange Agent, together with a duly executed Letter of Transmittal, and such other documents as may reasonably be required by the Exchange Agent or Parent, (A) the holder of such Company Stock Certificate shall be entitled to receive a combination of stock and in exchange therefor cash has been effectively made and not revoked or lost pursuant to Section 2.7(c) (eachand, if applicable, a “Mixed Consideration Election Share”) and each Non-Election Share, as defined in Section 2.7(c), shall be converted into the right to receive the combination (such combination, the “Per Share Mixed Consideration”) of (x) $4.00 in cash or such lesser amount of cash based on the adjustments in Section 2.7(b) (the “Per Share Mixed Election Cash Amount”) and (y) certificate representing the number of shares of Parent Common Stock (together with any cash in lieu of fractional shares of Parent Common Stock to be paid pursuant to Section 2.9(e)) equal to Mixed Election Stock Exchange Ratio. (ii) If the Available Stock Election Amount equals or exceeds the Stock Election Amount, then each share of Company Common Stock (including any Company Restricted Stock, but excluding any Excluded Shares) with respect to which an election to receive stock consideration is properly made and not revoked or lost pursuant to Section 2.7(c) (each, a “Stock Election Share”) shall be converted into that such holder has the right to receive a number pursuant to this Section 2.05, and (B) the Company Stock Certificate so surrendered shall be marked "canceled." Until so surrendered, each outstanding Company Stock Certificate will be deemed for all corporate purposes, to evidence only the right to receive payment pursuant to this Article II. In exchange for the Company Stock Certificates, the Stockholders, excluding holders of shares Dissenting Shares, shall be entitled to receive the following consideration (collectively, the "Merger Consideration"): (a) Initial Payment. $8,000,000, of which $7,500,000, less Estimated Third Party Expenses in excess of the Company Payment Amount, shall be payable in cash (the "Cash Payment Amount") and $500,000 shall be payable in Parent Common Stock (together with any cash in lieu of fractional shares of Parent Common Stock to be paid pursuant to Section 2.9(e) (collectively, the “Per Share Stock Election Consideration”"Aggregate Initial Payment")), equal to the Exchange Ratio. If the Stock Election Amount exceeds the Available Stock Election Amount (such excess being herein referred to as the “Excess Shares”), then each Stock Election Share shall be converted into the right to receive (1) a number of validly issued, fully paid and non-assessable shares of Parent Common Stock equal to (w) the Available Stock Election Amount divided by (x) the number of Stock Election Shares, rounding to the nearest ten-thousandth of a share, and (2) an amount of cash (without interest) equal to (y) the product of the Excess Shares and the Parent Share Value, divided by (z) the number of Stock Election Shares.

Merger Consideration. At the Effective Time, subject to Section 2.7(b) and the other provisions of this Agreement, each share of the common stock of Company, $.01 par value (the “Company Common Stock”) issued and outstanding immediately prior to the Effective Time (excluding any Excluded Shares and any Appraisal Shares) shall, by virtue of the Merger and without any action on the part of any Party or the holders of the securities of SPAC, holders of the securities of the Company or holders of the securities of Merger Sub: (a) Each SPAC Unit issued and outstanding immediately prior to the Effective Time shall be automatically detached and the holder thereofthereof shall be deemed to hold one (1) SPAC Share and one-third of one (1/3) SPAC Warrant, which underlying securities shall be converted in accordance with the applicable terms of this Section 2.2. (b) Each SPAC Share issued and outstanding immediately prior to the Effective Time shall be converted automatically into the Per Share Consideration, following which all SPAC Shares shall automatically be canceled and shall thereafter represent cease to exist by virtue of the right Merger. The holders of SPAC Shares outstanding immediately prior to receive the following consideration (the “Merger Consideration”): (i) Each share of Company Common Stock (excluding Effective Time shall cease to have any Excluded Shares) rights with respect to such shares, except as provided herein or under applicable Law. (c) Each Sponsor Share issued and outstanding immediately prior to the Effective Time shall be automatically converted into the Per Share Consideration, following which an election all Sponsor Shares shall automatically be canceled and shall cease to receive a combination exist by virtue of stock and cash has been effectively made and not revoked the Merger. Sponsor shall cease to have any rights with respect to such shares, except as provided herein or lost pursuant under applicable Law. (d) All rights with respect to Section 2.7(c) (each, a “Mixed Consideration Election Share”) and each Non-Election Share, as defined in Section 2.7(c), SPAC Shares underlying SPAC Warrants shall be converted into rights with respect to Company Common Stock and thereupon assumed by the right to receive Company. Accordingly, from and after the combination Effective Time: (such combination, i) each SPAC Warrant assumed by the “Per Share Mixed Consideration”) of Company may be exercised solely for Company Common Stock; (x) $4.00 in cash or such lesser amount of cash based on the adjustments in Section 2.7(b) (the “Per Share Mixed Election Cash Amount”) and (yii) the number of shares of Parent Company Common Stock subject to each SPAC Warrant assumed by the Company shall be determined by multiplying (together with any cash x) the number of SPAC Shares that were subject to such SPAC Warrant, as in lieu of fractional shares of Parent effect immediately prior to the Effective Time, by (y) the Per Share Consideration; (iii) the per share exercise price for the Company Common Stock issuable upon exercise of each SPAC Warrant assumed by the Company shall be determined by dividing (x) the exercise price per SPAC Share subject to such SPAC Warrant, as in effect immediately prior to the Effective Time, by (y) the Per Share Consideration, and rounding the resulting exercise price up to the nearest whole cent; and (iv) any restriction on the exercise of any SPAC Warrant assumed by the Company shall continue in full force and effect and the term, exercisability, vesting schedule and other provisions of such SPAC Warrant shall otherwise remain unchanged; provided, however, that: (A) to the extent provided under the terms of a SPAC Warrant, such SPAC Warrant assumed by the Company in accordance with this Section 2.2(d) shall, in accordance with its terms, be paid pursuant subject to Section 2.9(e)further adjustment as appropriate to reflect any stock split, division or subdivision of shares, stock dividend, reverse stock split, consolidation of shares, reclassification, recapitalization or other similar transaction with respect to Company Common Stock subsequent to the Effective Time; and (B) equal the Company Board or a committee thereof shall succeed the authority and responsibility, if any, of the SPAC Board or any committee thereof with respect to Mixed Election Stock Exchange Ratioeach SPAC Warrant assumed by the Company. (iie) If the Available Stock Election Amount equals or exceeds the Stock Election Amount, then each Each issued and outstanding share of Company Common Stock (including any Company Restricted Stock, but excluding any Excluded Shares) with respect capital stock of Merger Sub issued and outstanding immediately prior to which an election to receive stock consideration is properly made and not revoked or lost pursuant to Section 2.7(c) (each, a “Stock Election Share”) the Effective Time shall be converted into the right to receive a number of shares of Parent Common Stock (together with any cash in lieu of fractional shares of Parent Common Stock to be paid pursuant to Section 2.9(e) (the “Per Share Stock Election Consideration”)), equal to the Exchange Ratio. If the Stock Election Amount exceeds the Available Stock Election Amount (such excess being herein referred to as the “Excess Shares”), then each Stock Election Share shall be converted into the right to receive (1) a number of and become one validly issued, fully paid and non-assessable shares share of Parent Common Stock equal to (w) the Available Stock Election Amount divided by (x) the number of Stock Election Sharescommon stock, rounding to the nearest ten-thousandth of a par value $0.01 per share, and (2) an amount of cash (without interest) equal to (y) the product of the Excess Shares and Surviving Company, which shall constitute the Parent Share Value, divided by (z) only outstanding share of capital stock of the number of Stock Election SharesSurviving Company.

Merger Consideration. At (a) Subject to the Effective Timeprovisions of Section 1.3(d) hereafter, the Merger Consideration, consisting of the total purchase price payable to the P2i Newspaper Stockholder in connection with the acquisition by merger of P2i Newspaper, shall be delivered and shall consist exclusively of a maximum of 19,383,531 newly issued shares of common stock, no par value per share, of Acquiror (the "Acquiror Common Stock"), subject to Section 2.7(b) and the other provisions of this Agreement, each share of the common stock of Company, $.01 par value (the “Company Common Stock”) issued and outstanding immediately prior to the Effective Time (excluding any Excluded Shares and any Appraisal Shares) shall, by virtue of the adjustments as set forth herein. The Merger and without any action on the part of the holder thereof, be converted into and shall thereafter represent the right to receive the following consideration (the “Merger Consideration”): (i) Each share of Company Common Stock (excluding any Excluded Shares) with respect to which an election to receive a combination of stock and cash has been effectively made and not revoked or lost pursuant to Section 2.7(c) (each, a “Mixed Consideration Election Share”) and each Non-Election Share, as defined in Section 2.7(c), shall be converted into the right to receive the combination (reduced by such combination, the “Per Share Mixed Consideration”) of (x) $4.00 in cash or such lesser amount of cash based on the adjustments in Section 2.7(b) (the “Per Share Mixed Election Cash Amount”) and (y) the number of shares of Parent Acquiror Common Stock (together as equal the total fees incurred to audit the financial statements of P2i or P2i Newspaper, divided by $.50. In the event this agreement is terminated for any reason other than a breach solely by Acquiror or Newco, P2i shall immediately reimburse Acquiror for all accounting cxxxx xxxxxred in connection with any cash in lieu the preparation of fractional shares financial statements of Parent Common Stock to be P2i or P2i Newspaper which were paid pursuant to Section 2.9(e)) equal to Mixed Election Stock Exchange Ratioby Acquiror. (iib) If The Merger Consideration, as adjusted, shall be payable to P2i as follows: Commencing with the Available Stock Election Amount equals or exceeds first calendar quarter of 2003, the Stock Election Amounttotal gross revenues of Newco (gross sales income, then without regard to cost, which shall be known as "Gross Income"), as determined by Aquiror's regularly engaged auditors, shall be calculated quarterly within 30 days after the end of each share calendar quarter during the years 2003, 2004 and 2005. For each $1.00 of Company Gross Income, P2i shall be entitled to receive ten shares of Acquiror Common Stock (including any Company Restricted Stock, but excluding any Excluded Shares) with respect up to which an election to receive stock consideration is properly made and not revoked or lost pursuant to Section 2.7(c) (each, a “Stock Election Share”) shall be converted into the right to receive a maximum aggregate number of shares of Parent Common Stock (together with any cash in lieu of fractional shares of Parent Common Stock to be paid pursuant to Section 2.9(e) (the “Per Share Stock Election Consideration”)), for all periods equal to the Exchange RatioMerger Consideration, as adjusted. If the Stock Election Amount exceeds the Available Stock Election Amount (such excess being herein referred to as the “Excess Shares”), then each Stock Election Share Such shares shall be converted into delivered to P2i within ten business days after the right to receive calculation of Gross Income for each calendar quarter. It is intended that the delivery of the Merger Consideration shall qualify as a tax-free exchange under the Code. (1c) a number of validly issued, The shares constituting the Merger Consideration shall be fully paid and non-assessable and shall be free and clear of all liens, levies and encumbrances except that such shares shall be "restricted securities" pursuant to Rule 144, promulgated under the Securities Act of Parent 1933, as amended (the "Securities Act"). (d) Acquiror shall deliver certificates evidencing the Merger Consideration to P2i upon the execution and delivery of a copy of an investment letter in the form attached hereto as Exhibit 1.3(d) (the "Investment Letter") to comply with applicable federal and state securities laws. Certificates representing the Merger Consideration will contain a customary legend concerning the restricted nature of the securities. (e) Except as otherwise set forth herein, the Merger Consideration will be subject to a three year Lock-Up agreement which may be released earlier upon 1) Acquiror Common Stock equal to (w) the Available Stock Election Amount divided by (x) the number of Stock Election Sharesclosing at or above $4.50 per share for 20 consecutive trading days, rounding to the nearest ten-thousandth of a share, and (or 2) an amount Acquiror Common Stock trading 500,000 or more shares per week for 20 consecutive trading days at the closing price of cash (without interest) equal at least $3.50 per share. Certificates representing the Merger Consideration will contain a legend evidencing the foregoing. Notwithstanding the foregoing, at P2i's request, up to (y) the product 15% of the Excess Shares Merger Consideration may be included in a registration statement filed by Acquiror with the Securities and Exchange Commission, in the event the Acquiror undertakes an underwritten public offering and the Parent Share Value, divided by (z) underwriter of such offering approves the number inclusion of Stock Election Sharesthe Merger Consideration.

Merger Consideration. At (i) The aggregate consideration to be paid by Parent and Merger Sub hereunder at the Effective TimeTime (“Aggregate Estimated Merger Consideration”) shall consist of, subject and not exceed, (A) cash in an amount equal to Section 2.7(b$57,925,000 plus or minus the Estimated Working Capital Adjustment (as defined below) and the other provisions of this Agreement, each share of the common stock of Company, $.01 par value (the “Company Aggregate Estimated Cash Consideration”) and (B) 1,150,000 shares of Common Stock, par value $0.01 per share, of Parent (“Parent Common Stock”) issued and outstanding immediately prior to the Effective Time (excluding any Excluded Shares and any Appraisal Shares) shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into and shall thereafter represent the right to receive the following consideration (the “Merger Aggregate Stock Consideration”):). (iii) Each share of Company Common Stock (excluding any Excluded Shares) with respect Parent and Merger Sub shall use their respective reasonable best efforts to which an election to receive a combination of stock and cash has been effectively made and not revoked or lost pursuant to deliver the consideration contemplated by Section 2.7(c) (each, a “Mixed Consideration Election Share”) and each Non-Election Share, as defined in Section 2.7(c), shall be converted into the right to receive the combination (such combination, the “Per Share Mixed Consideration”) of (x) $4.00 in cash or such lesser amount of cash based on the adjustments in Section 2.7(b3.1(a)(i) (the “Per Share Mixed Primary Consideration”). If at any time prior to the Election Cash AmountDate (as defined below), Parent and Merger Sub determine in good faith that, even after using their respective reasonable best efforts, it is likely that they will not be able to deliver the Primary Consideration, Parent shall promptly provide written notice (the “Election Notice”) to the Company indicating such determination. If the Election Notice is delivered on or prior to the Election Date in accordance with the terms hereof, Parent and Merger Sub shall pay the Alternate Consideration (as defined below) at the Effective Time pursuant to the terms of this Agreement in lieu of the Primary Consideration. If the Election Notice is not delivered on or prior to the Election Date in accordance with the terms hereof, Parent and Merger Sub shall pay the Primary Consideration. The “Alternate Consideration” shall consist of, and not exceed, (A) cash in an amount equal to $28,000,000 plus or minus the Estimated Working Capital Adjustment and (B) 3,200,000 shares of Parent Common Stock. If the Alternate Consideration is paid, “Aggregate Estimated Merger Consideration” shall mean the amount of cash and number of shares of Parent Common Stock contemplated by clauses (A) and (yB) of the preceding sentence, “Aggregate Estimated Cash Consideration” shall mean the amount of cash contemplated by clause (A) of the preceding sentence and “Aggregate Stock Consideration” shall mean the number of shares of Parent Common Stock contemplated by clause (together with any cash in lieu B) of fractional shares of Parent Common Stock to be paid pursuant to Section 2.9(e)) equal to Mixed the preceding sentence. The “Election Stock Exchange Ratio. (ii) If the Available Stock Election Amount equals or exceeds the Stock Election Amount, then each share of Company Common Stock (including any Company Restricted Stock, but excluding any Excluded Shares) with respect to which an election to receive stock consideration is properly made and not revoked or lost pursuant to Section 2.7(c) (each, a “Stock Election Share”) Date” shall be converted into the right sixtieth (60th) calendar day after the date on which the Company delivers to receive Parent (x) a number copy of shares the audited consolidated balance sheet of Parent Common Stock the Company and the Subsidiaries as of December 31, 2005 and the audited statement of operations and cash flows of the Company and the Subsidiaries for the year ended December 31, 2005, accompanied by a report by Xxxxx Xxxxxxxx LLP (together with any cash in lieu of fractional shares of Parent Common Stock to be paid pursuant to Section 2.9(e) (the “Per Share Stock Election Consideration”)), equal to the Exchange Ratio. If the Stock Election Amount exceeds the Available Stock Election Amount (such excess being herein referred to as the “Excess SharesXxxxx Xxxxxxxx”), then each Stock Election Share shall be converted into the right to receive (1) a number of validly issued, fully paid and non-assessable shares of Parent Common Stock equal to (w) the Available Stock Election Amount divided by (x) the number of Stock Election Shares, rounding to the nearest ten-thousandth of a share, and (2) an amount of cash (without interest) equal to (y) the product a copy of the Excess Shares unaudited consolidated balance sheet of the Company and the Parent Share ValueSubsidiaries as of March 31, divided 2006 and the unaudited statement of operations and cash flows of the Company and the Subsidiaries for the quarter ended March 31, 2006 prepared in accordance with GAAP and reviewed by Xxxxx Xxxxxxxx; provided, however, that if the Company does not deliver the required financial statements as of and for the quarter ended March 31, 2006 by August 13, 2006, the sixty (z60) calendar day period shall not begin to run until the number Company delivers the required financial statements as of Stock Election Sharesand for the quarter ended June 30, 2006.

Merger Consideration. At the Effective TimeEach share (a "SHARE") of common stock, subject to Section 2.7(b) and the other provisions of this Agreementpar value $0.01 per share, each share of the common stock of Company, $.01 par value Company (the “Company Common Stock”"COMMON STOCK") issued and outstanding immediately prior to the Effective Time (excluding any Excluded Shares to be canceled pursuant to Section 1.6(b) and any Appraisal SharesDissenting Shares (as defined in Section 1.6(e)) shall, by virtue of the Merger shall immediately cease to be outstanding and without any action on the part of the holder thereof, shall automatically be canceled and retired and shall cease to exist and be converted into (i) the right to receive $1.50 in cash, without interest thereon (the "CASH CONSIDERATION"), plus (ii) the right to receive 0.5 shares (the "EXCHANGE RATIO") of Parent Common Stock (as may be adjusted from time to time, the "MERGER CONSIDERATION"), in accordance with Section 1.7 and each holder of any such Share shall thereafter represent cease to have any rights with respect thereto arising therefrom (including without limitation the right to vote), except the right to receive the following consideration (Merger Consideration in accordance with Section 1.7. Notwithstanding anything to the “Merger Consideration”): contrary contained herein, (i) Each share of Company Common Stock in the event the Average Trading Price (excluding any Excluded Shares) with respect to which an election to receive a combination of stock and cash has been effectively made and not revoked or lost pursuant to Section 2.7(c) (each, a “Mixed Consideration Election Share”) and each Non-Election Share, as defined below) is less than $2.25, then this Agreement may be terminated by the Company in Section 2.7(c)accordance with Article VII; or (ii) in the event the Average Trading Price is more than $3.75, shall then this Agreement may be converted into the right to receive the combination (such combinationterminated by Parent in accordance with Article VII. As used herein, the “Per Share Mixed Consideration”) of (x) $4.00 in cash or such lesser amount of cash based on the adjustments in Section 2.7(b) (the “Per Share Mixed Election Cash Amount”) and (y) the number of shares "Average Trading Price" for each share of Parent Common Stock (together with any cash in lieu shall be the average of fractional shares the closing prices for a share of Parent Common Stock as reported on the NYSE Composite Transactions Tape for the ten trading days ending three trading days prior to be paid pursuant to Section 2.9(ethe Effective Time (the "10-DAY PERIOD ")) equal to Mixed Election Stock Exchange Ratio. (ii) If . Notwithstanding the Available Stock Election Amount equals foregoing, if between the date of this Agreement and the Effective Time the outstanding Shares or exceeds the Stock Election Amount, then each share of Company outstanding Parent Common Stock (including any Company Restricted Stock, but excluding any Excluded Shares) with respect to which an election to receive stock consideration is properly made and not revoked or lost pursuant to Section 2.7(c) (each, shall have been changed into a “Stock Election Share”) shall be converted into the right to receive a different number of shares or a different class, by reason of Parent Common Stock (together with any cash in lieu stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of fractional shares of Parent Common Stock to be paid pursuant to Section 2.9(e) (shares, the “Per Share Stock Election Consideration”)), equal to the Exchange Ratio. If the Stock Election Amount exceeds the Available Stock Election Amount (such excess being herein referred to as the “Excess Shares”), then each Stock Election Share Merger Consideration shall be converted into the right correspondingly adjusted on a per-share basis to receive (1) a number reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of validly issued, fully paid and non-assessable shares of Parent Common Stock equal to (w) the Available Stock Election Amount divided by (x) the number of Stock Election Shares, rounding to the nearest ten-thousandth of a share, and (2) an amount of cash (without interest) equal to (y) the product of the Excess Shares and the Parent Share Value, divided by (z) the number of Stock Election Sharesshares.

Merger Consideration. (a) At the Effective Time, subject to Section 2.7(b) and the other provisions of this Agreement, each share of the common stock of Company, $.01 par value (the “Company Common Stock”) issued and outstanding immediately prior to the Effective Time (excluding any Excluded Shares and any Appraisal Shares) shall, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the holder thereof, be converted into and shall thereafter represent Company or the right to receive holders of any of the following consideration (the “Merger Consideration”):securities: (i) Each share of Company Common Stock (excluding any Excluded Shares) with respect to which an election to receive a combination of stock and cash has been effectively made and not revoked or lost pursuant to Section 2.7(c) (each, a “Mixed Consideration Election Share”) and each Non-Election Share, as defined in Section 2.7(c), shall be converted into the right to receive the combination (such combination, the “Per Share Mixed Consideration”) of (x) $4.00 in cash or such lesser amount of cash based on the adjustments in Section 2.7(b) (the “Per Share Mixed Election Cash Amount”) and (y) the number of shares of Parent Common Stock (together with any cash in lieu of fractional shares of Parent Common Stock to be paid pursuant to Section 2.9(e)) equal to Mixed Election Stock Exchange Ratio. (ii) If the Available Stock Election Amount equals or exceeds the Stock Election Amount, then each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (including other than any shares of Company Restricted Stock, but excluding any Excluded Shares) with respect Common Stock to which an election to receive stock consideration is properly made and not revoked or lost be canceled pursuant to Section 2.7(c2.01(a)(vi) and any Dissenting Shares (each, a “Stock Election Share”as defined in Section 2.06)) shall be converted into the right to receive a number an amount of cash equal to the Common Cash Consideration (as defined in Section 2.01(b)) without interest thereon; (ii) each share of Company Series D Stock issued and outstanding immediately prior to the Effective Time (other than any shares of Parent Common Stock (together with any cash in lieu of fractional shares of Parent Common Company Series D Stock to be paid canceled pursuant to Section 2.9(e2.01(a)(vi) and any Dissenting Shares (the “Per Share Stock Election Consideration”as defined in Section 2.06)), equal to the Exchange Ratio. If the Stock Election Amount exceeds the Available Stock Election Amount (such excess being herein referred to as the “Excess Shares”), then each Stock Election Share ) shall be converted into the right to receive an amount of cash equal to the Series D Cash Consideration, if any, (1as defined in Section 2.01(b)) a number without interest thereon; (iii) each share of Company Series C Stock issued and outstanding immediately prior to the Effective Time (other than any shares of Company Series C Stock to be canceled pursuant to Section 2.01(a)(vi) and any Dissenting Shares (as defined in Section 2.06)) shall be cancelled and extinguished without any conversion thereof and no payment or distribution shall be made with respect thereto; (iv) each share of Company Series B Stock issued and outstanding immediately prior to the Effective Time (other than any shares of Company Series B Stock to be canceled pursuant to Section 2.01(a)(vi) and any Dissenting Shares (as defined in Section 2.06)) shall be cancelled and extinguished without any conversion thereof and no payment or distribution shall be made with respect thereto; (v) each share of Company Series A Stock issued and outstanding immediately prior to the Effective Time (other than any shares of Company Series A Stock to be canceled pursuant to Section 2.01(a)(vi) and any Dissenting Shares (as defined in Section 2.06)) shall be cancelled and extinguished without any conversion thereof and no payment or distribution shall be made with respect thereto; (vi) each share of Company Stock held in the treasury of the Company and each share of Company Stock owned by Parent or any direct or indirect wholly owned subsidiary of Parent or of the Company immediately prior to the Effective Time shall be cancelled and extinguished without any conversion thereof and no payment or distribution shall be made with respect thereto; and (vii) each share of common stock, par value $0.0001 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one validly issued, fully paid and non-assessable nonassessable share of common stock, par value $0.0001 per share, of the Surviving Corporation. The stock certificate evidencing shares of Parent Common Stock equal to (w) the Available Stock Election Amount divided by (x) the number common stock of Stock Election Shares, rounding to the nearest ten-thousandth of a share, and (2) an amount of cash (without interest) equal to (y) the product Merger Sub shall then evidence ownership of the Excess Shares and outstanding share of common stock of the Parent Share ValueSurviving Corporation. (b) As used in this Agreement, divided by (z) the number of Stock Election Shares.following terms have the following meanings:

Merger Consideration. At the Effective Time, subject to Section 2.7(b) and the other provisions of this Agreement, each share of the common stock of Company, $.01 par value (the “Company Common Stock”) Stock issued and outstanding immediately prior to the Effective Time (excluding any Company Excluded Shares and any Appraisal Shares) shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into and shall thereafter represent the right to receive Parent, the following consideration (Merger Sub or the “Merger Consideration”): (i) Each share of Company Common Stock (excluding any Excluded Shares) with respect to which an election to receive a combination of stock and cash has been effectively made and not revoked or lost pursuant to Section 2.7(c) (eachCompany, a “Mixed Consideration Election Share”) and each Non-Election Share, as defined in Section 2.7(c), shall be converted into the right to receive the combination number of fully paid and nonassessable shares of common stock, par value $0.001 per share, of the Parent (such combination“Parent Common Stock”) equal to the Exchange Ratio (collectively, the “Per Share Mixed Merger Consideration”) ). The “Exchange Ratio” shall equal the quotient of (x) $4.00 in cash or such lesser amount the quotient of cash based on (A) the adjustments in Section 2.7(b) Aggregate Cash-Value Merger Consideration divided by (the “Per Share Mixed Election Cash Amount”) and (yB) the number of shares of Company Common Stock issued and outstanding immediately prior to the Effective Time plus those shares that may become issuable as Parent Common Stock (together with any cash in lieu of fractional shares of Parent Common Stock to be paid at or after the Effective Time pursuant to Section 2.9(e2.1(e)(i), (iii), (iv), (v) equal or (vi) hereof, provided that such issuable shares shall, solely for this purpose, exclude any such shares that are subject to Mixed Election Company Stock Exchange Ratio. Options or Company SARs as of the Effective Time and the exercise price or base price, respectively, therefor is, with respect to Company Common Stock, greater than the greater of (i) $6.05 and (ii) If the Available Stock Election Amount equals or exceeds the Stock Election Amount, then each share closing stock price of Company Common Stock (including any Company Restricted Stockon NASDAQ on the last Trading Day immediately prior to the Closing Date, but excluding any Excluded Shares) in each case on a per share basis, and with respect to which an election to receive stock consideration is properly made and not revoked or lost pursuant to Section 2.7(c) (each, a “Stock Election Share”) Company SARs shall be converted into include solely the right to receive a net number of shares of Parent Company Common Stock (together with any cash in lieu that shall be issuable as calculated using the closing price of fractional shares of Parent the Company Common Stock to be paid pursuant to Section 2.9(e) (on the “Per Share Stock Election Consideration”)), equal day prior to the Exchange Ratio. If the Stock Election Amount exceeds the Available Stock Election Amount (such excess being herein referred to as the “Excess Shares”), then each Stock Election Share shall be converted into the right to receive (1) a number of validly issued, fully paid and non-assessable shares of Parent Common Stock equal to (w) the Available Stock Election Amount Closing Date divided by (xy) $9.5464, and rounding the number of Stock Election Shares, rounding Exchange Ratio to the nearest ten-thousandth thousandth. For purposes of a sharethis Agreement, the “Aggregate Cash-Value Merger Consideration” shall equal $28,000,000, but shall be subject to upward adjustment as expressly contemplated by the last paragraph of Section 5.1 and after written notice to the Parent at least three Trading Days prior to the Closing Date of such adjustment, which notice shall include reasonable detail of the proceeds of, and (2) an amount of cash (without interest) equal to (y) all transaction costs, fees and expenses and gross Tax liabilities attributable to, the product of the Excess Shares and the Parent Share Value, divided by (z) the number of Stock Election SharesIP Sale.

Merger Consideration. At As soon as reasonably practicable as of or after the Effective Time: (a) The Company shall deliver to the transfer agent and registrar for the Company Common Stock (the "Company Transfer Agent"), duly executed certificates for Company Common Stock to be countersigned and re-issued as Non-Cash Election Shares. (b) Upon or as soon as practicable after the Effective Time, subject the Company (either directly, or indirectly through its financing sources) shall deposit or cause to Section 2.7(b) be deposited in an Escrow Account, pursuant to an Escrow Agreement, dated as of _________ __, 1997 (the "Escrow Agreement"), between The Chase Manhattan Bank (the "Escrow Agent"), ChaseMellon Shareholder Services, L.L.C. and the other provisions of this Agreement, each share of the common stock of Company, $.01 par value immediately available funds (the “Company Common Stock”"Escrow Fund") in an aggregate amount equal to the sum of (i) the product of (A) the Cash Election Price and (B) each issued and outstanding immediately prior to the Effective Time (excluding any Excluded Shares and any Appraisal Shares) shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into and shall thereafter represent the right to receive the following consideration (the “Merger Consideration”): (i) Each share of Company Common Stock (excluding any Excluded other than Electing Shares and Dissenting Shares) with respect to which an election to receive a combination of stock and cash has been effectively made and not revoked or lost pursuant to Section 2.7(c) (each, a “Mixed Consideration Election Share”) and each Non-Election Share, as defined in Section 2.7(c), shall be converted into the right to receive the combination (such combination, the “Per Share Mixed Consideration”) of (x) $4.00 in cash or such lesser amount of cash based on the adjustments in Section 2.7(b) (the “Per Share Mixed Cash Election Cash Amount”) and (y) the number of shares of Parent Common Stock (together with any cash in lieu of fractional shares of Parent Common Stock to be paid Price pursuant to Section 2.9(e)2.1(c) equal to Mixed Election Stock Exchange Ratio. of the Merger Agreement and (ii) If the Available Stock Election Amount equals or exceeds product of (A) the Stock Election AmountWarrant Consideration and (B) each issued and outstanding Company Warrant converted into the right to receive the Warrant Consideration pursuant to Section 2.6 of the Merger Agreement. Pursuant to the Escrow Agreement, then the Escrow Fund shall be held in a segregated account the principal of which is held in trust for the benefit of (i) the holders of each issued and outstanding share of Company Common Stock (including any Company Restricted Stock, but excluding any Excluded other than Electing Shares and Dissenting Shares) with respect to which an election to receive stock consideration is properly made and not revoked or lost pursuant to Section 2.7(c) (each, a “Stock Election Share”) shall be converted into the right to receive a number of shares of Parent Common Stock (together with any cash in lieu of fractional shares of Parent Common Stock to be paid the Cash Election Price pursuant to Section 2.9(e2.1(c) of the Merger Agreement and (ii) the “Per Share Stock Election Consideration”)), equal to the Exchange Ratio. If the Stock Election Amount exceeds the Available Stock Election Amount (such excess being herein referred to as the “Excess Shares”), then holders of each Stock Election Share shall be issued and outstanding Company Warrant converted into the right to receive (1) a number the Warrant Consideration pursuant to Section 2.6 of validly issued, fully the Merger Agreement. Any interest and other income with respect to the Escrow Fund shall be paid to the Company as and non-assessable when requested by the Company. Amounts other than such interest and other income shall be withdrawn from the Escrow Fund by the Exchange Agent to make cash payments pursuant to the Merger Agreement in respect of shares of Parent Company Common Stock equal or Company Warrants, as the case may be, in accordance with Section 6 below or any required tax withholdings. The Exchange Agent shall not use the Escrow Fund for any other purpose unless specifically so directed by the Company in writing. Pursuant to the Escrow Agreement, the Escrow Fund shall terminate, and all funds therein will be remitted to the Company, upon either (wi) the Available Stock Election Amount divided earlier of (a) delivery by the Exchange Agent of the entire principal amount of the Escrow Fund pursuant to this Agreement and (xb) __________ __, 1997 or (ii) such date following ________ __, 1997 but no later than ________ __, 1997, as shall be communicated in writing by the number of Stock Election Shares, rounding Company to the nearest tenEscrow Agent (such date, the "Escrow Termination Date"). (c) In the event the Escrow Agreement is terminated, from the Escrow Termination Date until ________ __, 1997, the Exchange Agent shall make cash payments pursuant to the Merger Agreement (the "Post-thousandth Escrow Payments") to holders of a shareCompany Common Stock in respect of shares of Company Common Stock or to holders of Company Warrants in respect of Company Warrants, and (2) as the case may be, in accordance with Section 6 below or any required tax withholdings. Until ________ __, 1997, the Company shall make weekly remittances to the Exchange Agent in an amount of cash (without interest) equal sufficient, as communicated to (y) the product of Company by the Excess Shares and Exchange Agent, to satisfy the Parent Share Value, divided by (z) the number of Stock Election SharesPost-Escrow Payments.

Merger Consideration. At the Effective Time, subject to Section 2.7(b) and the other provisions of this Agreement, each Each share of the common stock of Company, $.01 par value Common Stock (the “Company Common Stock”as defined below) issued and outstanding immediately prior to the Effective Time (excluding each such share, a “Share”) (other than (i) Shares owned by Parent, Merger Sub or any Excluded other direct or indirect wholly owned subsidiary of Parent immediately prior to the Effective Time and Shares and owned by the Company, including Shares held in treasury by the Company or owned by any Appraisal Shares) shall, by virtue direct or indirect wholly-owned subsidiary of the Merger Company, and without any action in each case not held on behalf of third parties (collectively, the part of “Cancelled Shares”) and (ii) the holder thereof, Dissenting Shares (as defined below)) shall be converted automatically into and shall thereafter represent the right to receive the following consideration (the “Merger Consideration”): (i) Each share of Company Common Stock (excluding $42.00 per Share in cash, without interest and subject to any Excluded Shares) with respect to which an election to receive a combination of stock and cash has been effectively made and not revoked or lost pursuant to Section 2.7(c) (each, a “Mixed Consideration Election Share”) and each Non-Election Share, applicable withholding Taxes as defined provided in Section 2.7(c), shall be converted into the right to receive the combination (such combination, the “Per Share Mixed Consideration”) of (x) $4.00 in cash or such lesser amount of cash based on the adjustments in Section 2.7(b2.3(e) (the “Per Share Mixed Election Cash AmountMerger Consideration”) and (y) ), upon the number surrender of any non-certificated shares of Parent Common Stock (together with any cash in lieu of fractional shares of Parent Common Stock to be paid pursuant to Section 2.9(e)) equal to Mixed Election Stock Exchange Ratio. (ii) If the Available Stock Election Amount equals or exceeds the Stock Election Amount, then each share of Company Common Stock (including any Company Restricted Stock, but excluding any Excluded Shares) with respect to which an election to receive stock consideration is properly made and not revoked or lost pursuant to Section 2.7(c) represented by a book-entry (each, a “Stock Election Book-Entry Share”) in the manner provided in this Article II. At the Effective Time, all of the Shares that have been converted into a right to receive the Per Share Merger Consideration (other than Cancelled Shares and Dissenting Shares) as provided in this Section 2.1(a) shall no longer be outstanding and shall be converted into cancelled and extinguished automatically and shall cease to exist. Each former holder of a Book-Entry Share that was outstanding immediately prior to the Effective Time will cease to have any rights with respect to such Share, except for the right to receive a number of shares of Parent Common Stock (together with any cash in lieu of fractional shares of Parent Common Stock the Per Share Merger Consideration, without interest and subject to applicable withholding Taxes, to be paid pursuant to Section 2.9(e) (the “in consideration therefor upon surrender of such Book-Entry Shares in accordance with this Article II. Any Per Share Stock Election Consideration”)), equal to Merger Consideration paid upon the Exchange Ratio. If the Stock Election Amount exceeds the Available Stock Election Amount (such excess being herein referred to as the “Excess Shares”), then each Stock Election surrender of any Book-Entry Share shall be converted into deemed to have been paid in full satisfaction of all rights pertaining to such Book-Entry Share and the respective non-certificated Share formerly represented thereby. As provided in Section 2.3(e), the right of any holder of a Share to receive (1) a number of validly issued, fully paid the Per Share Merger Consideration shall be subject to and non-assessable shares of Parent Common Stock equal to (w) reduced by the Available Stock Election Amount divided by (x) the number of Stock Election Shares, rounding to the nearest ten-thousandth of a share, and (2) an amount of cash (without interest) equal to (y) the product of the Excess Shares and the Parent Share Value, divided by (z) the number of Stock Election Sharesany required withholding under applicable tax Law.

Merger Consideration. At Subject to the Effective Time, subject to Section 2.7(b) and the other provisions of this Agreement, each share of the common stock of Company, $.01 par value (the “Company Common Stock”) issued and outstanding immediately prior to at the Effective Time (excluding any Excluded Shares and any Appraisal Shares) shallTime, automatically by virtue of the Merger and without any action on the part of Buyer, Buyer Bank, Company Bank, Company or any shareholder of Company: (a) Each share of Buyer Common Stock that is issued and outstanding immediately prior to the holder thereof, be converted into Effective Time shall remain outstanding following the Effective Time and shall thereafter represent be unchanged by the right to receive the following consideration (the “Merger Consideration”):Merger. (ib) Each share of Company Common Stock owned directly by Buyer (excluding other than shares in trust accounts, managed accounts and the like for the benefit of customers or shares held as collateral for outstanding debt previously contracted) immediately prior to the Effective Time shall be cancelled and retired at the Effective Time without any Excluded Shares) conversion thereof, and no payment shall be made with respect thereto. (c) Each share of Company Common Stock issued and outstanding immediately prior to which an election to receive a combination of the Effective Time (other than Dissenting Shares, treasury stock and cash has been effectively made and not revoked or lost pursuant to Section 2.7(c) (each, a “Mixed Consideration Election Share”) and each Non-Election Share, as defined shares described in Section 2.7(c), 2.01(b) above) shall automatically and without any further action on the part of the holder thereof be converted into the right to receive the combination (such combination, the “Per Share Mixed Consideration”) of (x) $4.00 in cash or such lesser amount of cash based on the adjustments in Section 2.7(b) (the “Per Share Mixed Election Cash Amount”) and (y) the number of shares of Parent Buyer Common Stock (together with any cash in lieu of fractional shares of Parent Common Stock to be paid pursuant to Section 2.9(e)) equal to Mixed Election Stock determined using the Exchange Ratio. (iid) If the Available Stock Election Amount equals or exceeds the Stock Election Amount, then each Each outstanding share of Company Common Stock the holder of which has perfected appraisal rights under the NCBCA and has not effectively withdrawn or lost such right as of the Effective Time (including the “Dissenting Shares”) shall not be converted into or represent a right to receive the Merger Consideration hereunder, and the holder thereof shall be entitled only to such rights as are granted by the NCBCA. Company shall give Buyer prompt notice upon receipt by Company of any such demands for payment of the fair value of such shares of Company Restricted StockCommon Stock and of withdrawals of such notice and any other instruments provided pursuant to Law (any shareholder duly making such demand being hereinafter called a “Dissenting Shareholder”), but excluding any Excluded Shares) and Buyer shall have the right to participate in all negotiations and proceedings with respect to which an election any such demands. Company shall not, except with the prior written consent of Buyer, voluntarily make any payment with respect to, or settle or offer to receive stock consideration is properly settle, any such demand for payment, or waive any failure to timely deliver a written demand for appraisal or the taking of any other action by such Dissenting Shareholder as may be necessary to perfect appraisal rights under the NCBCA. Any payments made and not revoked in respect of Dissenting Shares shall be made by the Surviving Entity. If any Dissenting Shareholder shall effectively withdraw or lost pursuant lose (through failure to Section 2.7(cperfect or otherwise) (eachsuch holder’s right to such payment at or prior to the Effective Time, a “such holder’s shares of Company Common Stock Election Share”) shall be converted into the a right to receive a number the Merger Consideration in accordance with the applicable provisions of shares of Parent Common Stock (together with any cash in lieu of fractional shares of Parent Common Stock to be paid pursuant to Section 2.9(e) (the “Per Share Stock Election Consideration”)), equal to the Exchange Ratio. If the Stock Election Amount exceeds the Available Stock Election Amount (such excess being herein referred to as the “Excess Shares”), then each Stock Election Share shall be converted into the right to receive (1) a number of validly issued, fully paid and non-assessable shares of Parent Common Stock equal to (w) the Available Stock Election Amount divided by (x) the number of Stock Election Shares, rounding to the nearest ten-thousandth of a share, and (2) an amount of cash (without interest) equal to (y) the product of the Excess Shares and the Parent Share Value, divided by (z) the number of Stock Election Sharesthis Agreement.

Merger Consideration. (i) At the Effective Time, subject to Section 2.7(b) and the other provisions of this Agreement, each share of the common stock of Company, $.01 par value (the “Company Common Stock”) issued and outstanding immediately prior to the Effective Time (excluding any Excluded Shares and any Appraisal Shares) shall, by virtue of the Merger and without any action on the part of Parent, Holdco, Merger Sub, the holder thereofCompany, be converted into the Surviving Corporation or the holders of any shares of Company Capital Stock or the holders of any capital stock of Merger Sub, (A) each issued and shall thereafter represent the right to receive the following consideration (the “Merger Consideration”): (i) Each outstanding share of Company Common Stock (excluding any other than Excluded Shares) with respect to which an election to receive a combination of stock and cash has been effectively made and not revoked or lost pursuant to Section 2.7(c) Shares (each, a “Mixed Consideration Election Share”) and each Non-Election Share, as defined in Section 2.7(c4.1(c)) shall, shall by virtue of the Merger, be converted into the right to receive under applicable Law and from Holdco, pursuant to Section 4.2, upon the combination surrender of the certificates evidencing the Company Common Stock (such combinationor evidence of shares in book entry form), the “Per Share Mixed Consideration”) of (x) $4.00 in cash or such lesser amount the Parent Stock Consideration, which Parent Stock Consideration shall, for purposes of cash based on the adjustments Laws of The Netherlands, be paid up by the holders of the shares of Company Common Stock as described in Section 2.7(b4.1(a)(ii) (the “Per Share Mixed Election Cash Amount”) below, and (y) the number Cash Consideration (together, the “Merger Consideration”), without interest thereon, and such shares of Company Common Stock (or evidence of shares in book entry form) automatically shall be cancelled and extinguished, in accordance with Section 4.2 and (B) each holder of shares of Parent Common Company Capital Stock (together with any cash other than holders of Excluded Shares) shall be entitled to receive from Parent the Dutch Compensation Amount (as defined in lieu of fractional shares of Parent Common Stock clause (v) below) to be paid pursuant set off against the obligation to pay up the Parent Ordinary Shares as described in Section 2.9(e4.1(a)(ii)) equal . Parent shall cause Holdco to Mixed Election Stock Exchange Ratiotake all applicable actions required under this Section 4.1(a)(i). (ii) If By virtue of the Available Stock Election Merger and without any further action on the part of the holders of the shares of Company Common Stock, each such holder shall be deemed to have subscribed hereunder for the Parent Ordinary Shares to be issued to such holder in accordance with this Article IV. In accordance with the Laws of The Netherlands, each such holder, as a result of such deemed subscription, shall be obligated to pay up such Parent Ordinary Shares in an amount, determined solely for the purpose of satisfying such obligation, equal to the Dutch Compensation Amount equals (as defined below) to which such holder is entitled by virtue of the Merger. Such obligation shall be satisfied by each such holder, upon exchange of certificates (or exceeds evidence of shares in book entry form) in accordance with Section 4.2, by set off against its right to receive the Stock Election Dutch Compensation Amount, then each share . In no event shall such obligation reduce the amount of Merger Consideration to which such holder is entitled hereunder. (iii) Holdco’s obligation to deliver the Merger Consideration to holders of shares of Company Common Stock in accordance with the terms and subject to the conditions set forth in this Article IV, may be assigned, in whole or in part, to Parent or any of Parent’s Subsidiaries; provided, however, that no such assignment shall relieve Holdco of its obligations hereunder. (iv) Notwithstanding the foregoing and subject to Section 7.1(c), if prior to the Effective Time the outstanding shares of Company Common Stock or Parent Ordinary Shares shall have been changed into a different number of shares or a different class, by reason of any stock dividend or distribution, subdivision, reclassification, recapitalization, stock split (including a reverse stock split), combination or exchange of shares or other similar transaction, and, in each such case, the record date for such transaction is between the date of this Agreement and the Effective Time, then any Company Restricted Stock, but excluding any Excluded Shares) with respect to which an election to receive stock consideration number or amount contained herein that is properly made and not revoked or lost pursuant to Section 2.7(c) (each, a “Stock Election Share”) shall be converted into based upon the right to receive a number of shares of Parent Company Common Stock or Parent Ordinary Shares, as the case may be, will be adjusted as appropriate to provide to the holders of Company Common Stock the same economic effect as contemplated by this Agreement prior to such event; provided, however, that (together A) any stock repurchase by Parent, (B) the reverse stock split and any other actions associated with the Parent Synthetic Buyback or any cash similar transaction, shall not require or result in lieu any adjustment hereunder. As provided in Section 4.4, the right of fractional shares any holder of Parent Company Common Stock to be paid pursuant to Section 2.9(e) (receive the “Per Share Stock Election Consideration”)), equal to the Exchange Ratio. If the Stock Election Amount exceeds the Available Stock Election Amount (such excess being herein referred to as the “Excess Shares”), then each Stock Election Share Merger Consideration shall be converted into subject to and reduced by the right to receive (1) a number of validly issued, fully paid and non-assessable shares of Parent Common Stock equal to (w) the Available Stock Election Amount divided by (x) the number of Stock Election Shares, rounding to the nearest ten-thousandth of a share, and (2) an amount of cash (without interest) equal to (y) the product of the Excess Shares and the Parent Share Value, divided by (z) the number of Stock Election Sharesany withholding under applicable Tax Law.

Merger Consideration. At Subject to the provisions of this Restated Agreement and any applicable backup or other withholding requirements, each of the issued and outstanding shares ("BIG STUFF SHARES") of common stock, no par value per share, of Big Stuff ("BIG STUFF COMMON STOCK") as of the Effective Time shall be converted into the right to receive, and there shall be paid and issued as hereinafter provided, in exchange for the Big Stuff Shares, 415.584 shares (the "EXCHANGE RATIO") of Parent Common Stock, par value $.0001 per share ("PARENT COMMON STOCK"), plus cash in lieu of any fractional share as hereinafter provided (the "MERGER CONSIDERATION"). No fractional shares of Parent Common Stock shall be issued pursuant to the Merger nor will any fractional share interest involved entitle the holder thereof to vote, to receive dividends or to exercise any other rights as a shareholder of Parent. In lieu thereof, any Person who would otherwise be entitled to a fractional share of Parent Common Stock pursuant to the provisions hereof shall receive an amount in cash equal to the value of such fractional share. The value of such fractional share for purposes hereof shall be the product of such fraction multiplied by Five and 50/100 Dollars ($5.50). Each share of Big Stuff Common Stock held in the treasury of Big Stuff or by a wholly-owned subsidiary of Big Stuff shall be cancelled as of the Effective Time and no Merger Consideration shall be payable with respect thereto. From and after the Effective Time, subject there shall be no further transfers on the stock transfer books of Big Stuff of any of the Big Stuff Shares outstanding prior to Section 2.7(b) and the other Effective Time. Subject to the provisions of this Restated Agreement, each share at the Effective Time, all the shares of the Acquisition Subsidiary common stock of Company, $.01 par value (the “Company Common Stock”) issued and outstanding immediately prior to the Effective Time (excluding any Excluded Shares and any Appraisal Shares) shallMerger shall be converted, by virtue of the Merger and without any action on the part of the holder thereof, be converted into and shall thereafter represent one share of the right to receive common stock of the following consideration Surviving Corporation (the “Merger Consideration”): (i) Each "SURVIVING CORPORATION COMMON STOCK"), which one share of Company the Surviving Corporation Common Stock (excluding any Excluded Shares) with respect to which an election to receive a combination of stock and cash has been effectively made and not revoked or lost pursuant to Section 2.7(c) (each, a “Mixed Consideration Election Share”) and each Non-Election Share, as defined in Section 2.7(c), shall be converted into the right to receive the combination (such combination, the “Per Share Mixed Consideration”) of (x) $4.00 in cash or such lesser amount of cash based on the adjustments in Section 2.7(b) (the “Per Share Mixed Election Cash Amount”) and (y) the number of shares of Parent Common Stock (together with any cash in lieu of fractional shares of Parent Common Stock to be paid pursuant to Section 2.9(e)) equal to Mixed Election Stock Exchange Ratio. (ii) If the Available Stock Election Amount equals or exceeds the Stock Election Amount, then each share of Company Common Stock (including any Company Restricted Stock, but excluding any Excluded Shares) with respect to which an election to receive stock consideration is properly made and not revoked or lost pursuant to Section 2.7(c) (each, a “Stock Election Share”) shall be converted into the right to receive a number of shares of Parent Common Stock (together with any cash in lieu of fractional shares of Parent Common Stock to be paid pursuant to Section 2.9(e) (the “Per Share Stock Election Consideration”)), equal to the Exchange Ratio. If the Stock Election Amount exceeds the Available Stock Election Amount (such excess being herein referred to as the “Excess Shares”), then each Stock Election Share shall be converted into the right to receive (1) a number of validly issued, fully paid and non-assessable shares of Parent Common Stock equal to (w) the Available Stock Election Amount divided by (x) the number of Stock Election Shares, rounding to the nearest ten-thousandth of a share, and (2) an amount of cash (without interest) equal to (y) the product constitute all of the Excess Shares issued and outstanding capital stock of the Parent Share Value, divided by (z) the number of Stock Election SharesSurviving Corporation.

Merger Consideration. At the Effective Time, subject to Section 2.7(b(a) and the other provisions of this Agreement, each share of the common stock of Company, $.01 par value (the “Company Common Stock”) issued and outstanding immediately prior Subject to the Effective Time (excluding any Excluded Shares and any Appraisal Sharesadjustments set forth in Section 1.4(c) shallherein, the consideration payable by virtue of Ventures to the Merger and without any action on the part of the holder thereof, be converted into and shall thereafter represent the right to receive the following consideration MCNT Holders (the “Merger Consideration”):) shall be paid by Ventures at Closing to such holders in the form of Class C Partnership Interests in Ventures (the “Class C Interests”) equivalent in value to each such MCNT Holder’s pro rata percentage set forth on Schedule 1.4(a) of the “Adjusted Equity Value” of MCNT set forth in Cell Q69 of Schedule 1.4; provided, that the Parties agree and acknowledge that no such consideration shall be paid by Ventures to any holder of Dissenting Shares, it being agreed that such holder shall receive consideration in exchange for his or her Dissenting Shares as set forth in Section 1.3(c) above and any MCNT Holders who are not holders of Dissenting Shares shall not, by virtue of there being any Dissenting Shares, be entitled to receive more than their pro rata percentage set forth on Schedule 1.4(a) of the “Adjusted Equity Value” of MCNT set forth in Cell Q69 of Schedule 1.4. (b) The Merger Consideration payable hereunder has been derived from the relative fair market values of the businesses of MCNT, Impel, UANT and USMD as determined by fair market value appraisals (and updates to the same) conducted by experienced and independent third party appraisal companies. (c) The aggregate Merger Consideration payable at Closing shall be adjusted following the Closing based upon changes in the Adjusted Equity Value of MCNT relative to, (i) changes in the Adjusted Equity Value of Impel, (ii) changes in the Adjusted Equity Value of UANT, (iii) changes in the Adjusted Equity Value of Ventures, and (iv) changes in the Adjusted Equity Value of the shares of common stock of USMD contributed to Ventures by USMD shareholders pursuant to the UANT Agreement, in each case between September 30, 2011 and 11:59 p.m. local time in Dallas, Texas on the Closing Date (the “Schedule 1.4 Adjustments”). The Schedule 1.4 Adjustments shall be calculated as follows: (i) to reflect any changes from December 31, 2011 in “Total Subsidiary Level Debt,” “USMD Corporate Level Debt,” “Ventures/UANT Corporate Level Debt,” “Impel Level Debt,” and “MCNT Corporate Level Debt,” as set forth in Columns D, F, G, H, and I, respectively, of Schedule 1.41; (ii) to reflect any changes since September 30, 2011 in ownership percentages of the assets or investments held by either USMD, Ventures/UANT, Impel, and MCNT, as reflected in Columns J, L, N, and P, respectively, of Schedule 1.41; (iii) to reflect on Schedule 1.4 the amount of any “Deferred Payment Obligations” of USMD, Ventures/UANT, Impel, and MCNT as set forth in Cells K62, M62, 062, and Q62, respectively. Such amounts shall be calculated in accordance with the Schedule 1.4 Deferred Payment Obligations as defined in Article IX; (iv) to reflect the amount of any “Net Working Capital Adjustments” of USMD, Ventures/UANT, Impel, and MCNT in Cells D75 of Schedule 1.42, D68 of Schedule 1.43, D75 of Schedule 1.44, and D75 of Schedule 1.45, respectively; and (v) to reflect on Schedule 1.41 the amount of any mutually approved capital expenditures since September 30, 2011 relating to fixed assets of USMD, Ventures/UANT, Impel, and MCNT as set forth in Cells K65, M65, 065, and Q65, including without limitation approved capital expenditures for equipment, building or tenant improvements. (d) For the purposes of computing the adjustments, if any, pursuant to subsection (c) above, no adjustments to the Merger Consideration or Adjusted Equity Values reflected on Row 69 of Schedule 1.4 shall be made to the extent of any amounts already included in the calculations set forth in Rows 62-65 and Row 67 of Schedule 1.4 and the following provisions shall be applicable: (i) No later than forty-five (45) days following the Closing Date, the MCNT Representative shall prepare and deliver to Ventures a calculation of the Schedule 1.4 Adjustments related to MCNT, based upon its financial statements at and as of the Closing. No later than fifteen (15) days following the delivery by the MCNT Representative of the proposed Schedule 1.4 Adjustments related to MCNT, Ventures shall deliver to the MCNT Representative a calculation of all Schedule 1.4 Adjustments set forth in subsection (c) above. Each share of Company Common Stock (excluding the MCNT Representative and Ventures shall give to the other any Excluded Shares) information and back-up materials reasonably requested by the requesting Party with respect to which an election to receive a combination of stock and cash has been effectively made and not revoked or lost pursuant to Section 2.7(c) (each, a “Mixed Consideration Election Share”) and each Non-Election Share, as defined in Section 2.7(c), shall be converted into the right to receive the combination (such combination, the “Per Share Mixed Consideration”) of (x) $4.00 in cash or such lesser amount of cash based on the adjustments in Section 2.7(b) (the “Per Share Mixed Election Cash Amount”) and (y) the number of shares of Parent Common Stock (together with any cash in lieu of fractional shares of Parent Common Stock to be paid pursuant to Section 2.9(e)) equal to Mixed Election Stock Exchange RatioSchedule 1.4 Adjustments. (ii) The MCNT Representative shall have thirty (30) days following receipt of the calculations of Schedule 1.4 Adjustments to notify Ventures of any dispute of any item contained therein, which notice shall set forth in reasonable detail the basis for such dispute. At any time within such thirty (30)-day period, the MCNT Representative shall be entitled to agree with any or all of the items set forth in Ventures’s calculation of the Schedule 1.4 Adjustments. (iii) If the Available Stock Election Amount equals MCNT Representative does not notify Ventures of any such dispute within such thirty (30)-day period, or exceeds notifies Ventures of its agreement with Ventures’s calculations, Ventures’s calculations of the Stock Election AmountSchedule 1.4 Adjustments shall be final and binding on the Parties and shall be deemed to be final and binding for purposes of any adjustments to consideration made pursuant to the UANT Agreement. (iv) If the MCNT Representative notifies Ventures of any such dispute within such thirty (30)-day period, then each share the Schedule 1.4 Adjustments shall be resolved as follows: (A) The MCNT Representative and Ventures shall jointly determine the extent of Company Common Stock any Schedule 1.4 Adjustments as promptly as practicable. (including B) In the event that the MCNT Representative and Ventures are unable to agree upon any Company Restricted Stockof the Schedule 1.4 Adjustments, but excluding any Excluded Shares) the Parties shall submit such matter to the Dallas, Texas office of Xxxxx Xxxxxxxx LLP (or if such firm is unwilling or unable to serve, another nationally recognizable accounting firm mutually agreed upon by the Parties), who shall make the final determination with respect to which an election the correctness of the proposed Schedule 1.4 Adjustments in light of the terms and provisions of this Agreement, with such determination being final and binding on the Parties and be final and binding for purposes of any adjustments to receive stock consideration is properly made and not revoked or lost pursuant to Section 2.7(c) (each, a “Stock Election Share”) shall be converted into the right to receive a number of shares of Parent Common Stock (together with any cash in lieu of fractional shares of Parent Common Stock to be paid pursuant to Section 2.9(e) (the “Per Share Stock Election Consideration”)), equal to the Exchange Ratio. If the Stock Election Amount exceeds the Available Stock Election Amount (such excess being herein referred to as the “Excess Shares”), then each Stock Election Share shall be converted into the right to receive (1) a number of validly issued, fully paid and non-assessable shares of Parent Common Stock equal to (w) the Available Stock Election Amount divided by (x) the number of Stock Election Shares, rounding to the nearest ten-thousandth of a share, and (2) an amount of cash (without interest) equal to (y) the product of the Excess Shares and the Parent Share Value, divided by (z) the number of Stock Election SharesUANT Agreement.

Merger Consideration. 4.1 Merger Consideration; Conversion or Cancellation of Advisor Common Shares in Merger; Repayment of FARS Note or Inter-Company FARS Final Payment Funding Note. (a) At the Effective Time, subject to Section 2.7(b) and the other provisions of this Agreement, each share of the common stock of Company, $.01 par value (the “Company Common Stock”) issued and outstanding immediately prior to the Effective Time (excluding any Excluded Shares and any Appraisal Shares) shall, by virtue of the Merger and without any action on by the part Parties, all of the holder thereof, be converted into and shall thereafter represent the right to receive the following consideration (the “Merger Consideration”): (i) Each share of Company outstanding Advisor Common Stock (excluding any Excluded Shares) with respect to which an election to receive a combination of stock and cash has been effectively made and not revoked or lost pursuant to Section 2.7(c) (each, a “Mixed Consideration Election Share”) and each Non-Election Share, as defined in Section 2.7(c), shall be converted into the right to receive the combination (such combination, the “Per Share Mixed Consideration”) of (x) $4.00 in cash or such lesser amount of cash based on the adjustments in Section 2.7(b) (the “Per Share Mixed Election Cash Amount”) and (y) the number of shares of Parent Common Stock (together with any cash in lieu of fractional shares of Parent Common Stock to be paid pursuant to Section 2.9(e)) equal to Mixed Election Stock Exchange Ratio. (ii) If the Available Stock Election Amount equals or exceeds the Stock Election Amount, then each share of Company Common Stock (including any Company Restricted Stock, but excluding any Excluded Shares) with respect to which an election to receive stock consideration is properly made and not revoked or lost pursuant to Section 2.7(c) (each, a “Stock Election Share”) Shares shall be converted into the right to receive a total of 3,600,000 CHP Common Shares (subject to adjustment pursuant to the terms of Section 4.1(c) below), which total number of shares was calculated by dividing $72.0 million by the Per Share Price (such CHP Common Shares, the "Merger Consideration") pursuant to the terms of Parent Section 4.2 below. As of the Effective Time, all Advisor Common Stock (together with any cash in lieu of fractional shares of Parent Common Stock Shares shall cease to be paid pursuant outstanding, and shall be canceled and retired and shall cease to Section 2.9(e) exist, and each Stockholder, as the holder of certificates representing any of such Advisor Common Shares (the “Per "Advisor Common Share Stock Election Consideration”)Certificates"), equal shall cease to the Exchange Ratio. If the Stock Election Amount exceeds the Available Stock Election Amount (such excess being herein referred to as the “Excess Shares”)have any rights with respect thereto, then each Stock Election Share shall be converted into except the right to receive the Merger Consideration. As of the Effective Time, all of the membership interests of CHPAC issued and outstanding immediately prior to the Effective Time shall remain issued and outstanding membership interests of the Surviving Company and shall be unchanged and remain solely owned by CHP. (1b) a number In addition to the Merger Consideration payable to the Stockholders pursuant to this Agreement, at the Closing, (i) if the Closing Date is on or before June 30, 2006, CHP shall assume and repay, or cause to be repaid, in full the outstanding principal and accrued and unpaid interest on the FARS Note otherwise due and payable up to and including the Closing Date and the FARS Note shall be cancelled, or (ii) if the Closing Date is after June 30, 2006, CHP shall assume and repay, or cause to be repaid, in full the outstanding principal and accrued and unpaid interest on the Inter-Company FARS Final Payment Funding Note otherwise due and payable up to and including the Closing Date and the Inter-Company FARS Final Payment Funding Note shall be cancelled. (c) For purposes of validly issued, fully paid and non-assessable shares of Parent Common Stock equal adjustments to (w) the Available Stock Election Amount divided by (x) the number of Stock Election Shares, rounding to the nearest ten-thousandth of a share, and (2) an amount of cash (without interest) equal to (y) the product CHP Common Shares issuable as part of the Excess Shares Merger Consideration and other provisions of this Agreement that require or call for a price per CHP Common Share, such price shall be deemed to be $20.00 per CHP Common Share (the Parent "Per Share ValuePrice"); provided, divided by (z) however, that the Per Share Price and the number of Stock Election SharesCHP Common Shares issuable as part of the Merger Consideration shall be proportionately and appropriately adjusted in the event the number of outstanding CHP Common Shares is increased or decreased after the date of this Agreement and before the Effective Time on account of any recapitalization, reclassification, stock split, reverse stock split, combination of shares, exchange of shares, stock dividend or other pro rata distribution payable in capital stock of CHP, but excluding any CHP Common Shares issued under any dividend reinvestment plan of CHP.

Merger Consideration. At Subject to the Effective Time, subject to Section 2.7(b) and the other provisions of this Agreement, each share of the common stock of Company, $.01 par value (the “Company Common Stock”) issued and outstanding immediately prior to at the Effective Time (excluding any Excluded Shares and any Appraisal Shares) shallTime, automatically by virtue of the Merger and without any action on the part of the holder thereof, be converted into and shall thereafter represent the right to receive the following consideration (the “Merger Consideration”):any party or stockholder: (ia) Each share of Company Common Stock outstanding immediately prior to the Effective Time shall (excluding any Excluded Shares) with respect to which an election to receive a combination of stock and cash has been effectively made and not revoked or lost pursuant to Section 2.7(c) (each, a “Mixed Consideration Election Share”except as otherwise provided in Sections 3.01(b) and each Non-Election Share, as defined in Section 2.7(c(c), shall ) be converted into the right to receive cash, without interest, in amount equal to $22.00, plus the combination Company's Net Income Per Share from January 1, 2002 to and including the last day of the month in the month immediately before the Closing Date, (such combinationthe "Merger Consideration"). "Net Income Per Share" shall mean the Company's net income per share as derived from the Company's unaudited statement of operations prepared in accordance with GAAP for the applicable period; provided, however, that notwithstanding GAAP, the “Per Share Mixed Consideration”) of (x) $4.00 in cash or such lesser amount of cash based on the adjustments in Section 2.7(b) (the “Per Share Mixed Election Cash Amount”) and (y) the number of shares of Parent Common Stock (together with any cash in lieu of fractional shares of Parent Common Stock following items shall not be deemed to be paid an expense for purposes of calculating Net Income Per Share: payments made to terminate the Company Options pursuant to Section 2.9(e3.02 (a)) equal , payments made to Mixed Election employees of the Bank as Retention Bonuses pursuant to Section 8.16, payments made to management of the Bank pursuant to Section 8.17, and payments made to Xxxxxx & Xxxxxx, Incorporated and Haynie, Rake, Xxxxxx, PC for their services rendered in completing the Merger pursuant to Section 11.01. Under no circumstances shall the foregoing items reduce Net Income Per Share or the resulting Merger Consideration. Further, the Company's indebtedness, including without limitation, the outstanding indebtedness owed by the Company to Xxxxx Fargo Bank shall be retained by the Surviving Company and the Merger Consideration shall not be reduced as a result of the existence of such indebtedness. As of the Effective Time, all such shares of Company Common Stock Exchange Ratio. (ii) If outstanding immediately prior to the Available Stock Election Amount equals or exceeds Effective Time shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and each holder of a certificate that immediately prior to the Stock Election Amount, then each share Effective Time represented any such outstanding shares of Company Common Stock (including a "Certificate") shall cease to have any Company Restricted Stock, but excluding any Excluded Shares) rights with respect to which an election to receive stock consideration is properly made and not revoked or lost pursuant to Section 2.7(c) (eachthereto, a “Stock Election Share”) shall be converted into except the right to receive a number the Merger Consideration upon surrender of shares such Certificate in accordance with Article IV, or, in the case of Parent Common Stock (together with any cash in lieu of fractional shares of Parent Common Stock to be paid pursuant to Section 2.9(e) (the “Per Share Stock Election Consideration”)), equal to the Exchange Ratio. If the Stock Election Amount exceeds the Available Stock Election Amount (such excess being herein referred to as the “Excess Shares”), then each Stock Election Share shall be converted into the right to receive (1) a number of validly issued, fully paid and non-assessable shares of Parent Common Stock equal to (w) the Available Stock Election Amount divided by (x) the number of Stock Election Dissenting Shares, rounding to if any, the nearest ten-thousandth of a sharerights, and (2specified in Section 3.01(d) an amount of cash (without interest) equal to (y) the product of the Excess Shares and the Parent Share Value, divided by (z) the number of Stock Election Sharesbelow.

Merger Consideration. At As of the Effective Time, subject to Section 2.7(b) and the other provisions of this Agreement, each share of the common stock of Company, $.01 par value (the “Company Common Stock”) issued and outstanding immediately prior to the Effective Time (excluding any Excluded Shares and any Appraisal Shares) shall, by virtue of the Merger and without any action on the part of any stockholder of the holder thereofCompany or Buyer: (a) The shares of Common Stock, par value $.01 per share, of Buyer issued and outstanding immediately prior to the Effective Time shall automatically be converted into and shall thereafter represent the right to receive the following consideration (the “Merger Consideration”): (i) Each share of Company Common Stock (excluding any Excluded Shares) with respect to which an election to receive a combination of stock and cash has been effectively made and not revoked or lost pursuant to Section 2.7(c) (each, a “Mixed Consideration Election Share”) and each Non-Election Share, as defined in Section 2.7(c), shall be converted into the right to receive the combination (such combination, the “Per Share Mixed Consideration”) of (x) $4.00 in cash or such lesser amount of cash based on the adjustments in Section 2.7(b) (the “Per Share Mixed Election Cash Amount”) and (y) the number of shares of Parent Common Stock (together with any cash in lieu of fractional shares of Parent Common Stock to be paid pursuant to Section 2.9(e)) equal to Mixed Election Stock Exchange Ratio. (ii) If the Available Stock Election Amount equals or exceeds the Stock Election Amount, then each share of Company Common Stock (including any Company Restricted Stock, but excluding any Excluded Shares) with respect to which an election to receive stock consideration is properly made and not revoked or lost pursuant to Section 2.7(c) (each, a “Stock Election Share”) shall be converted into the right to receive a number of shares of Parent Common Stock (together with any cash in lieu of fractional shares of Parent Common Stock to be paid pursuant to Section 2.9(e) (the “Per Share Stock Election Consideration”)), equal to the Exchange Ratio. If the Stock Election Amount exceeds the Available Stock Election Amount (such excess being herein referred to as the “Excess Shares”), then each Stock Election Share shall be converted into the right to receive (1) a number of validly issued, fully paid and non-assessable shares of Parent common stock, par value $.01 per share, of the Surviving Corporation (the "SURVIVING CORPORATION COMMON STOCK") equal to the quotient of the Odyssey Equity Investment divided by the Per Share Merger Consideration. (b) All shares of Common Stock, $.01 par value, of the Company ("VOTING COMMON STOCK") and all shares of Class A Common Stock, $.01 par value, of the Company ("NONVOTING COMMON STOCK," and together with Voting Common Stock, "COMMON STOCK") which are held by the Company shall be cancelled and retired and shall cease to exist, and no consideration shall be delivered in exchange therefor. (c) Each share of Common Stock issued and outstanding immediately prior to the Effective Time, other than those to which Section 3.1(b) or Section 3.1(d) applies and other than any shares held by stockholders referred to in Section 3.1(g), shall be converted into and represent the right to receive an amount in cash (such amount in cash being referred to herein as the "PER SHARE MERGER CONSIDERATION") equal to the quotient of (wA) the Available Stock Election Amount Merger Consideration PLUS the Aggregate Exercise Proceeds PLUS the Option Rollover Amount, PLUS the Xxxxx Rollover Amount, MINUS the Transaction Costs divided by (xB) the total number of Stock Election Outstanding Shares, rounding to . The following terms used in the nearest ten-thousandth definition of a share, and (2) an amount of cash (without interest) equal to (y) Per Share Merger Consideration shall have the product of the Excess Shares and the Parent Share Value, divided by (z) the number of Stock Election Shares.following meanings:

Merger Consideration. At Subject to the provisions of this -------------------- Agreement and any applicable backup or other withholding requirements, each of the issued and outstanding shares ("WEB SHARES") of common stock, no par value per share, of Web ("WEB COMMON STOCK") as of the Effective Time shall be converted into the right to receive, and there shall be paid and issued as hereinafter provided, in exchange for the Web Shares, 309.0909 shares (the "EXCHANGE RATIO") of Parent Common Stock, par value $.0001 per share ("PARENT COMMON STOCK"), plus cash in lieu of any fractional share as hereinafter provided (the "MERGER CONSIDERATION"). The Exchange Ratio is calculated based on the assumption that all outstanding options and warrants to purchase Web Common Stock will be exercised effective on or before the Closing Date. If any of such options or warrants are not so exercised, the Exchange Ratio shall be increased to reflect the actual number of shares of Web Common Stock issued and outstanding as of the Closing Date; provided, however, that Parent shall have no -------- ------- obligation with respect to any such unexercised options and warrants. No fractional shares of Parent Common Stock shall be issued pursuant to the Merger nor will any fractional share interest involved entitle the holder thereof to vote, to receive dividends or to exercise any other rights as a shareholder of Parent. In lieu thereof, any Person who would otherwise be entitled to a fractional share of Parent Common Stock pursuant to the provisions hereof shall receive an amount in cash equal to the value of such fractional share. The value of such fractional share for purposes hereof shall be the product of such fraction multiplied by Five and 50/100 Dollars ($5.50). Each share of Web Common Stock held in the treasury of Web or by a wholly-owned subsidiary of Web shall be cancelled as of the Effective Time and no Merger Consideration shall be payable with respect thereto. From and after the Effective Time, subject there shall be no further transfers on the stock transfer books of Web of any of the Web Shares outstanding prior to Section 2.7(b) and the other Effective Time. Subject to the provisions of this Agreement, each share at the Effective Time, all the shares of the Acquisition Subsidiary common stock of Company, $.01 par value (the “Company Common Stock”) issued and outstanding immediately prior to the Effective Time (excluding any Excluded Shares and any Appraisal Shares) shallMerger shall be converted, by virtue of the Merger and without any action on the part of the holder thereof, be converted into and shall thereafter represent one share of the right to receive common stock of the following consideration Surviving Corporation (the “Merger Consideration”): (i) Each "SURVIVING CORPORATION COMMON STOCK"), which one share of Company the Surviving Corporation Common Stock (excluding any Excluded Shares) with respect to which an election to receive a combination of stock and cash has been effectively made and not revoked or lost pursuant to Section 2.7(c) (each, a “Mixed Consideration Election Share”) and each Non-Election Share, as defined in Section 2.7(c), shall be converted into the right to receive the combination (such combination, the “Per Share Mixed Consideration”) of (x) $4.00 in cash or such lesser amount of cash based on the adjustments in Section 2.7(b) (the “Per Share Mixed Election Cash Amount”) and (y) the number of shares of Parent Common Stock (together with any cash in lieu of fractional shares of Parent Common Stock to be paid pursuant to Section 2.9(e)) equal to Mixed Election Stock Exchange Ratio. (ii) If the Available Stock Election Amount equals or exceeds the Stock Election Amount, then each share of Company Common Stock (including any Company Restricted Stock, but excluding any Excluded Shares) with respect to which an election to receive stock consideration is properly made and not revoked or lost pursuant to Section 2.7(c) (each, a “Stock Election Share”) shall be converted into the right to receive a number of shares of Parent Common Stock (together with any cash in lieu of fractional shares of Parent Common Stock to be paid pursuant to Section 2.9(e) (the “Per Share Stock Election Consideration”)), equal to the Exchange Ratio. If the Stock Election Amount exceeds the Available Stock Election Amount (such excess being herein referred to as the “Excess Shares”), then each Stock Election Share shall be converted into the right to receive (1) a number of validly issued, fully paid and non-assessable shares of Parent Common Stock equal to (w) the Available Stock Election Amount divided by (x) the number of Stock Election Shares, rounding to the nearest ten-thousandth of a share, and (2) an amount of cash (without interest) equal to (y) the product constitute all of the Excess Shares issued and outstanding capital stock of the Parent Share Value, divided by (z) the number of Stock Election SharesSurviving Corporation.

Merger Consideration. At (a) Subject to the terms and conditions of this Agreement (including, without limitation, the terms and conditions set forth in this Section 1.5 and in Sections 1.6 and 9.4 hereof), at the Effective Time, subject by virtue of the Merger and without any further action on the part of Gene Logic, the Merger Sub, the Company or the stockholders of the Company (including those Persons who become stockholders of the Company by virtue of the exercise of the Warrants to Section 2.7(bPurchase Common Stock of the Company (dated as of November 2002) issued and outstanding as of the other provisions date of this AgreementAgreement (the “Company Warrants”), the “Stockholders”): (i) each share of the common stock of Companystock, $.01 par value value, of the Company (the “Company Common Stock”) ), issued and outstanding immediately prior to the Effective Time (excluding any Excluded Shares and any Appraisal Time, other than Dissenting Shares) , shall, by virtue of the Merger and without any action on the part of the holder thereof, be cancelled and extinguished and converted into and shall thereafter represent the right to receive receive, upon surrender of the following consideration (the “Merger Consideration”): (i) Each certificate representing such share of Company Common Stock (excluding any Excluded Shares) with respect to which an election to receive a combination and delivery of stock and cash has been effectively made and not revoked or lost pursuant to such documents as are required under Section 2.7(c) (each, a “Mixed Consideration Election Share”) and each Non-Election Share, as defined in Section 2.7(c), shall be converted into the right to receive the combination (such combination1.6, the “Per Share Mixed Merger Consideration”) of (x) $4.00 in cash or such lesser amount of cash based on the adjustments in Section 2.7(b) (the “Per Share Mixed Election Cash Amount”) and (y) the number of shares of Parent Common Stock (together with any cash in lieu of fractional shares of Parent Common Stock to be paid pursuant to Section 2.9(e)) equal to Mixed Election Stock Exchange Ratio.; and (ii) If all options to purchase shares of Company Common Stock (whether or not vested) issued and outstanding immediately prior to the Available Effective Time (the “Company Options”) shall, by virtue of the Merger and without any action on the part of the holders thereof (the “Option Holders”), be terminated in accordance with the terms of the TherImmune Research Corporation 1999 Stock Election Amount equals or exceeds Option Plan (the “TherImmune Stock Election AmountOption Plan”) under which the Company Options were issued, then and the holders thereof shall become entitled to receive, upon delivery of such documents as are required under Section 1.6, the Per Option Share Price with respect to the shares of Company Common Stock underlying the unexercised portion of each share such Company Option as of immediately prior to the Effective Time (the “Option Shares”). (b) For purposes of this Agreement: (i) The “Aggregate Merger Consideration” to be paid by Gene Logic to the Stockholders in exchange for all of the shares of Company Common Stock (including any shares issued upon exercise of Company Restricted Stock, but excluding any Excluded SharesWarrants) with respect to which an election to receive stock consideration is properly made issued and not revoked or lost pursuant to Section 2.7(c) (each, a “Stock Election Share”) shall be converted into outstanding as of the right to receive a number of shares of Parent Common Stock (together with any cash in lieu of fractional shares of Parent Common Stock to be paid pursuant to Section 2.9(e) Effective Time (the “Per Share Stock Election Consideration”)), equal to the Exchange Ratio. If the Stock Election Amount exceeds the Available Stock Election Amount (such excess being herein referred to as the “Excess Outstanding Company Shares”), then each Stock Election Share inclusive of Dissenting Shares, shall be converted into the right to receive (1) a number of validly issued, fully paid and non-assessable shares of Parent Common Stock equal to $52,017,093, less the Aggregate Option Share Price, and less the Net Assumed Liabilities Adjustment, if any, as determined following Closing and subject to adjustment as contemplated by (wviii) below. (ii) The “Net Assumed Liabilities Adjustment,” if any, shall be equal to any amount by which (A) the Available Stock Election Amount divided by Company’s Net Assumed Liabilities as of the Closing Date as reflected in the Closing Date Balance Sheet exceed (xB) the number of Stock Election Shares, rounding to the nearest ten-thousandth $1,808,390 plus Permitted Items. “Net Assumed Liabilities,” as of a sharedate, and (2) an amount of cash (without interest) equal to (y) means the product of Company’s total liabilities, excluding any tax liabilities incurred by the Excess Shares and the Parent Share Value, divided by (z) the number of Stock Election Shares.Company in

Merger Consideration. At Subject to the Effective Time, subject to Section 2.7(b) terms and the other provisions conditions of this Agreement, each share as of the common stock of Company, $.01 par value (the “Company Common Stock”) issued and outstanding immediately prior to the Effective Time (excluding any Excluded Shares and any Appraisal Shares) shallTime, by virtue of the Merger and without any action on the part of Merger Sub, the Company or the holder thereofof any shares of the Company Capital Stock, be converted into and shall thereafter represent the right to receive the following consideration (the “Merger Consideration”):shall occur: (ia) CONVERSION OF COMPANY COMMON STOCK. Each share of Company Common Stock of the Company (excluding any Excluded Sharesthe "COMPANY COMMON STOCK") with respect issued and outstanding immediately prior to which an election to receive a combination of stock the Effective Time will be canceled and cash has been effectively made extinguished and not revoked or lost pursuant to Section 2.7(c) (each, a “Mixed Consideration Election Share”) and each Non-Election Share, as defined in Section 2.7(c), shall be converted automatically into the right to receive a pro rata share of the combination (such combination, the “Per Share Mixed Consideration”) of (x) $4.00 merger consideration as set forth in cash or such lesser amount of cash based on the adjustments in Section 2.7(bSchedule 1.6(a) (the “Per Share Mixed Election Cash Amount”"MERGER CONSIDERATION") and as follows: (yi) a portion of the number cash consideration of $500,000 payable as set forth below, (ii) a portion of the stock consideration of 550,000 shares of Parent Common Stock (together with any the "STOCK CONSIDERATION") (subject to the adjustment as set forth below), and (iii) a portion of the warrant consideration consisting of the two-year warrants to purchase up to an aggregate of 200,000 shares pursuant to the terms of the warrant agreement attached as Exhibit B., all upon surrender of the certificates representing such shares of Company Common Stock in the manner provided in Section 1.8; provided, that certain of such shares included in the Merger Consideration shall be placed into escrow as set forth below. The cash payments pursuant to this Agreement shall be made by Parent as follows: $100,000 shall be paid to the Escrow Agent pursuant to the Escrow Agreement and $400,000 shall be paid at Closing. The Stock Consideration shall be subject to adjustment as follows: in lieu of fractional the event shares of Parent Common Stock begin trading in a recognized public market at a price of less than $10 per share (as adjusted for any stock splits), Parent shall pay to be paid pursuant to Section 2.9(e)) equal to Mixed Election Stock Exchange Ratio. (ii) If the Available Stock Election Amount equals Shareholders, within 30 days after commencement of trading, cash or exceeds the Stock Election Amount, then each share of Company Common Stock (including any Company Restricted Stock, but excluding any Excluded Shares) with respect to which an election to receive stock consideration is properly made and not revoked or lost pursuant to Section 2.7(c) (each, a “Stock Election Share”) shall be converted into the right to receive a number of additional shares of Parent Common Stock (together at Parent's option), such that the value of the Stock Consideration is $10 per share (with any cash in lieu of fractional the additional shares valued at the then-current trading price). [For example, if shares of Parent Common Stock to are sold at $8 per share in an initial public offering, the amount of the shortfall would be paid pursuant to Section 2.9(e) (the “Per Share Stock Election Consideration”)), equal $2 per share. Parent would pay to the Exchange Ratio. If the Stock Election Amount exceeds the Available Stock Election Amount (such excess being herein referred to as the “Excess Shares”), then each Stock Election Share shall be converted into the right to receive (1) a number of validly issued, fully paid and non-assessable Shareholders $2 in cash per share or issue additional shares of Parent Common Stock valued at $8 per share, at Parent's option, such that the aggregate value of the Stock Consideration would equal to $5,500,000.] (wb) CANCELLATION OF COMPANY-OWNED STOCK. Each share of Company Capital Stock owned by the Available Stock Election Amount divided by (x) Company or any direct or indirect wholly-owned subsidiary of the number of Stock Election Shares, rounding Company immediately prior to the nearest ten-thousandth of a share, Effective Time shall be canceled and (2) an amount of cash (extinguished without interest) equal to (y) the product of the Excess Shares and the Parent Share Value, divided by (z) the number of Stock Election Sharesany conversion thereof.

Merger Consideration. At (a) Subject to the Effective Time, subject to Section 2.7(b) and the other provisions of this AgreementAgreement and any applicable backup or other withholding requirements, each share of the common stock of Company, $.01 par value (the “Company Common Stock”) issued and outstanding immediately prior to shares (the "EDI Shares") of common stock, par value $.01 per share, of EDI (the "EDI Common Stock"), as of the Effective Time (excluding any Excluded Shares and any Appraisal Shares) shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into and shall thereafter represent the right to receive the following consideration (the “Merger Consideration”): (i) Each share of Company Common Stock (excluding any Excluded Shares) with respect to which an election to receive a combination of stock and cash has been effectively made and not revoked or lost pursuant to Section 2.7(c) (each, a “Mixed Consideration Election Share”) and each Non-Election Share, as defined in Section 2.7(c), shall be converted into the right to receive receive, and there shall be paid and issued as hereinafter provided, in exchange for each of the combination EDI Shares, 1.375 shares (such combination, the “Per Share Mixed Consideration”"Exchange Ratio") of (x) the common stock of Bowmxx, xxated value $4.00 in cash or such lesser amount of cash based on the adjustments in Section 2.7(b) 0.10 per share (the “Per Share Mixed Election Cash Amount”) and (y) the number of shares of Parent Common Stock ("Bowmxx Xxxck"), together with any the associated common stock purchase rights issued under the Bowmxx Xxxhts Agreement (as hereinafter defined), subject to payment of cash in lieu of any fractional share as hereinafter provided (the "Merger Consideration"). The Exchange Ratio shall be subject to appropriate adjustment in the event of a stock split, stock dividend or recapitalization after the date of this Agreement and prior to the Effective Time applicable to shares of Parent the Bowmxx Xxxck or the EDI Common Stock Stock, or in the event of any issuance of Bowmxx Xxxck or other securities of Bowmxx xxxer the date of this Agreement and prior to be paid pursuant to Section 2.9(e)) equal to Mixed Election Stock Exchange Ratiothe Effective Time resulting from the operation of the Bowmxx Xxxhts Agreement. (iib) If As of the Available Stock Election Amount equals or exceeds Effective Time, by virtue of the Stock Election AmountMerger, then each issued and outstanding share of Company Common Stock (including any Company Restricted Stock, but excluding any Excluded Shares) with respect to which an election to receive the capital stock consideration is properly made and not revoked or lost pursuant to Section 2.7(c) (each, a “Stock Election Share”) of Acquisition Subsidiary shall be converted into and become one fully paid and nonassessable share of common stock, par value $.01 per share, of the right to receive a number of shares of Parent Common Stock Surviving Corporation. (together with any cash in lieu of c) No fractional shares of Parent Common Stock to Bowmxx Xxxck shall be paid issued pursuant to Section 2.9(e) (the “Per Share Stock Election Consideration”))Merger nor will any fractional share interest involved entitle the holder thereof to vote, to receive dividends or to exercise any other rights of a shareholder of Bowmxx. Xx lieu thereof, any person who would otherwise be entitled to a fractional share of Bowmxx Xxxck pursuant to the provisions hereof shall receive an amount in cash equal to the Exchange Ratio. If the Stock Election Amount exceeds the Available Stock Election Amount value of such fractional share (such excess being herein referred to as the “Excess Shares”), then each Stock Election Share shall be converted into the right to receive (1) a number of validly issued, fully paid and non-assessable shares of Parent Common Stock equal to (w) the Available Stock Election Amount divided by (x) the number of Stock Election Shares, rounding rounded to the nearest ten-thousandth cent). The value of a share, and (2) an amount of cash (without interest) equal to (y) such fractional share shall be the product of such fraction multiplied by an amount equal to the Excess Shares average closing price of Bowmxx Xxxck on the American Stock Exchange for the ten trading days immediately prior to the third trading day preceding the Closing Date. (d) Each share of EDI Common Stock held in the treasury of EDI or by a wholly owned subsidiary of EDI shall be canceled as of the Effective Time and the Parent Share Value, divided by (z) the number of Stock Election Sharesno Merger Consideration shall be payable with respect thereto.

Merger Consideration. At the Effective Time, subject to Section 2.7(b(a) The Purchaser shall make available for conversion and the other provisions of this Agreement, each share exchange of the common stock of Company, $.01 par value (the “Company Common Stock”, the following aggregate consideration: (a) issued subject to Sections 3.02(b) and outstanding immediately prior (c) and to the Effective Time (excluding any Excluded Shares and any Appraisal Shares) shalladjustments set forth in Section 3.03 hereof, by virtue of the Merger and without any action on the part of the holder thereof, be converted into and shall thereafter represent the right to receive the following consideration (the “Merger Consideration”): (i) Each share of Company Common Stock $13,050,000 in cash (excluding any Excluded Sharesthe "Cash Consideration") with respect to which an election to receive a combination of stock and cash has been effectively made and not revoked or lost pursuant to Section 2.7(c) shall be paid on the Closing Date (each, a “Mixed Consideration Election Share”) and each Non-Election Share, as defined in Section 2.7(c1.02) by wire transfer of immediately available funds to such accounts as shall have been designated by the Shareholders to Purchaser prior to the Closing, (ii) (x) certificates representing an aggregate of 3,000,000 shares of the Purchaser's common stock, $.001 par value per share ("Purchaser Common Stock"), less the total number of shares constituting the Stock Deposit (as defined below), shall be converted into issued and delivered to the right to receive Shareholders as soon as practicable after the combination (such combination, the “Per Share Mixed Consideration”) of (x) $4.00 in cash or such lesser amount of cash based on the adjustments in Section 2.7(b) Closing Date (the “Per Share Mixed Election Cash Amount”"Stock Payment") and (y) the certificates representing that number of shares of Parent Purchaser Common Stock determined by dividing $2,500,000 by the Stock Value (the "Stock Deposit" and together with any cash in lieu of fractional shares of Parent Common the Stock Payment, the "Stock Consideration"), shall be issued to the Shareholders and delivered as soon as practicable after the Closing Date to JPMorgan Chase Bank, as escrow agent (the "Escrow Agent"), to be paid held and distributed pursuant to the terms of the Escrow Agreement to be executed by and among the Controlling Shareholder, Purchaser, and the Escrow Agent in the form of Exhibit E attached hereto (the "Escrow Agreement"), and (iii) subject to the terms and provisions of Section 3.04, the Earnout Consideration on the date and in the amount provided in Section 3.04 (the Cash Consideration together with the Stock Consideration and the Earnout Consideration adjusted to the extent provided pursuant to Section 2.9(e3.03, the "Merger Consideration")) equal . The percentage amounts of the Cash Consideration, the Stock Consideration and the Earnout Consideration shall be distributed and issued to Mixed Election each Shareholder in accordance with the percentages of Stock Exchange Ratioset forth opposite the name of such Shareholder in Schedule I hereto. (b) If, on the date five business days prior to the meeting of the Purchaser's shareholders convened to approve the sale and issuance of Purchaser Common Stock pursuant to this Agreement (the "Determination Date"), the Stock Value is less than $2.90, each of the Purchaser and the Company shall have the right to terminate this Agreement on or before the second following business day, upon written notice delivered to the other party, unless either (i) the Company and the Controlling Shareholder agree to reduce the Cash Consideration (with no adjustment to the Stock Consideration) such that the value of the Stock Consideration constitutes at least 40% of the Closing Date Consideration (the value of the Stock Consideration to be determined by multiplying the Stock Consideration by the Stock Value) or (ii) the Purchaser agrees to increase the Stock Consideration such that the value of the Stock Consideration constitutes at least 40% of the Closing Date Consideration (the value of the Stock Consideration to be determined by multiplying the Stock Consideration by the Stock Value). If the Available Stock Election Amount equals Company and the Shareholders have complied with the requirements of (i) above or exceeds the Purchaser has complied with the requirements of (ii) above, neither the Company nor the Purchaser shall have the right to terminate this Agreement pursuant to this Section 3.02(b). As used in this Agreement, "Closing Date Consideration" means the sum of the Cash Consideration plus the Stock Election AmountPayment, then each share of Company Common Stock (including any Company Restricted Stock, but excluding any Excluded Shares) with respect to which an election to receive stock consideration is properly made and not revoked or lost without adjustment pursuant to Section 2.7(c) (each3.03. As used in this Agreement, a “"Stock Election Share”) shall be converted into Value" means the right to receive a number average of shares the NASDAQ closing price of Parent Purchaser Common Stock (together with any cash in lieu of fractional shares of Parent Common Stock to be paid pursuant to Section 2.9(e) (for the “Per Share Stock Election Consideration”)), equal to 30 trading days ending on the Exchange Ratio. If the Stock Election Amount exceeds the Available Stock Election Amount (such excess being herein referred to as the “Excess Shares”), then each Stock Election Share shall be converted into the right to receive (1) a number of validly issued, fully paid and non-assessable shares of Parent Common Stock equal to (w) the Available Stock Election Amount divided by (x) the number of Stock Election Shares, rounding to the nearest ten-thousandth of a share, and (2) an amount of cash (without interest) equal to (y) the product of the Excess Shares and the Parent Share Value, divided by (z) the number of Stock Election SharesDetermination Date.

Merger Consideration. At the Effective Time, subject to Section 2.7(b) and the other provisions of this Agreement, each share of the common stock of Company, $.01 par value (the “Company Common Stock”) issued and outstanding immediately prior to the Effective Time (excluding any Excluded Shares and any Appraisal Shares) shall, by virtue of the Merger and without any action on the part of any Party or the holders of the securities of SPAC, holders of the securities of the Company or holders of the securities of Merger Sub: (a) Each SPAC Unit issued and outstanding immediately prior to the Effective Time shall be automatically detached and the holder thereofthereof shall be deemed to hold one (1) SPAC Share and one (1) SPAC Warrant that will entitle the holder thereof to purchase three-fourths (3/4) of a SPAC Share, which underlying securities shall be converted in accordance with the applicable terms of this Section 2.2. (b) Each SPAC Share issued and outstanding immediately prior to the Effective Time shall be converted automatically into the Per Share Consideration, following which all SPAC Shares shall automatically be canceled and shall cease to exist by virtue of the Merger. The holders of SPAC Shares outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such shares, except as provided herein or under applicable Law. (c) Each Sponsor Group Share issued and outstanding immediately prior to the Effective Time shall be automatically converted into the Per Share Consideration, following which all Sponsor Group Shares shall automatically be canceled and shall cease to exist by virtue of the Merger. Sponsor Group shall cease to have any rights with respect to such shares, except as provided herein or under applicable Law. (d) All rights with respect to SPAC Shares underlying SPAC Warrants shall be converted into rights with respect to Company Ordinary Shares and thereupon assumed by the Company. Accordingly, from and after the Effective Time: (i) each SPAC Warrant assumed by the Company may be exercised solely for Company Ordinary Shares; (ii) the number of Company Ordinary Shares subject to each SPAC Warrant assumed by the Company shall be determined by multiplying (x) the number of SPAC Shares that were subject to such SPAC Warrant, as in effect immediately prior to the Effective Time, by (y) the Per Share Consideration, and rounding the resulting number down to the nearest whole number of Company Ordinary Shares; (iii) the per share exercise price for the Company Ordinary Shares issuable upon exercise of each SPAC Warrant assumed by the Company shall be determined by dividing (x) the exercise price per SPAC Share subject to such SPAC Warrant, as in effect immediately prior to the Effective Time, by (y) the Per Share Consideration; and (iv) any restriction on the exercise of any SPAC Warrant assumed by the Company shall continue in full force and effect and the term, exercisability, vesting schedule and other provisions of such SPAC Warrant shall otherwise remain unchanged; provided, however, that: (A) to the extent provided under the terms of a SPAC Warrant, such SPAC Warrant assumed by the Company in accordance with this Section 2.2(d) shall, in accordance with its terms, be subject to further adjustment as appropriate to reflect any stock split, division or subdivision of shares, stock dividend, reverse stock split, consolidation of shares, reclassification, recapitalization or other similar transaction with respect to Company Ordinary Shares subsequent to the Effective Time; and (B) the Company Board or a committee thereof shall succeed the authority and responsibility, if any, of the SPAC Board or any committee thereof with respect to each SPAC Warrant assumed by the Company. (e) Each issued and outstanding share of capital stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and shall thereafter represent the right to receive the following consideration (the “Merger Consideration”): (i) Each share of Company Common Stock (excluding any Excluded Shares) with respect to which an election to receive a combination of stock and cash has been effectively made and not revoked or lost pursuant to Section 2.7(c) (each, a “Mixed Consideration Election Share”) and each Non-Election Share, as defined in Section 2.7(c), shall be converted into the right to receive the combination (such combination, the “Per Share Mixed Consideration”) of (x) $4.00 in cash or such lesser amount of cash based on the adjustments in Section 2.7(b) (the “Per Share Mixed Election Cash Amount”) and (y) the number of shares of Parent Common Stock (together with any cash in lieu of fractional shares of Parent Common Stock to be paid pursuant to Section 2.9(e)) equal to Mixed Election Stock Exchange Ratio. (ii) If the Available Stock Election Amount equals or exceeds the Stock Election Amount, then each share of Company Common Stock (including any Company Restricted Stock, but excluding any Excluded Shares) with respect to which an election to receive stock consideration is properly made and not revoked or lost pursuant to Section 2.7(c) (each, a “Stock Election Share”) shall be converted into the right to receive a number of shares of Parent Common Stock (together with any cash in lieu of fractional shares of Parent Common Stock to be paid pursuant to Section 2.9(e) (the “Per Share Stock Election Consideration”)), equal to the Exchange Ratio. If the Stock Election Amount exceeds the Available Stock Election Amount (such excess being herein referred to as the “Excess Shares”), then each Stock Election Share shall be converted into the right to receive (1) a number of become one validly issued, fully paid and non-assessable shares share of Parent Common Stock equal to (w) the Available Stock Election Amount divided by (x) the number of Stock Election Sharescommon stock, rounding to the nearest ten-thousandth of a par value $0.0001 per share, and (2) an amount of cash (without interest) equal to (y) the product of the Excess Shares and Surviving Company, which shall constitute the Parent Share Value, divided by (z) only outstanding share of capital stock of the number of Stock Election SharesSurviving Company.

Merger Consideration. 3.1.1 At the Effective TimeTime of the Merger, subject to Section 2.7(b) by virtue of the Merger and without any action on the other provisions part of this AgreementLiberty, the Acquisition Corporation, SSE or the holders of any of the shares of SSE Common Stock, each share of the common stock of Company, $.01 par value (the “Company SSE Common Stock”) Stock issued and outstanding immediately prior to the Effective Time of the Merger (excluding other than any Excluded Shares shares to be cancelled pursuant to Section 3.1.2 hereof and any Appraisal Dissenting Shares) shall be converted into the right to receive a cash payment in an amount equal to $3.76 (the “Per Share Merger Consideration”). 3.1.2 Each share of SSE Common Stock (i) held in the treasury of SSE, (ii) owned by Liberty or any direct or indirect wholly owned subsidiary of SSE immediately prior to the Effective Time of the Merger (other than shares held in a fiduciary capacity or in connection with debts previously contracted), or (iii) reserved for issuance under the SSE Stock Option Plans which has not been granted or allocated, shall, at the Effective Time of the Merger, cease to exist, and the certificates for such shares shall be cancelled as promptly as practicable thereafter, and no payment or distribution shall be made in consideration therefor. 3.1.3 Each Option 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 the holder thereof and without regard to any future vesting date thereof, be converted into cancelled and shall thereafter represent the right to receive the following consideration (the “Merger Consideration”): (i) Each share of Company Common Stock (excluding any Excluded Shares) with respect to which an election to receive a combination of stock and cash has been effectively made and not revoked or lost pursuant to Section 2.7(c) (each, a “Mixed Consideration Election Share”) and each Non-Election Share, as defined in Section 2.7(c), shall be converted into the right to receive the combination (such combination, the “Per Share Mixed Consideration”) of (x) $4.00 in cash or such lesser amount of cash based on the adjustments in Section 2.7(b) (the “Per Share Mixed Election Cash Amount”) and (y) the number of shares of Parent Common Stock (together with any cash in lieu of fractional shares of Parent Common Stock to be paid pursuant to Section 2.9(e)) equal to Mixed Election Stock Exchange Ratio. (ii) If the Available Stock Election Amount equals or exceeds the Stock Election Amount, then each share of Company Common Stock (including any Company Restricted Stock, but excluding any Excluded Shares) with respect to which an election to receive stock consideration is properly made and not revoked or lost pursuant to Section 2.7(c) (each, a “Stock Election Share”) shall be converted into the right to receive a cash payment in an amount determined by multiplying (i) the positive difference, if any, between the Per Share Merger Consideration and the exercise price of such Option for each share of SSE Common Stock covered by such Option (the “Option Price”) by (ii) the number of shares of Parent SSE Common Stock (together with any cash in lieu of fractional shares of Parent Common Stock subject to be paid pursuant to Section 2.9(e) such Option (the “Per Share Stock Election Option Consideration”)), equal . The payment of the Option Consideration referred to in the immediately preceding sentence to each holder of an Option shall be subject to such holder executing such instruments of cancellation as Liberty may reasonably deem appropriate. Liberty shall make necessary tax withholdings from the Option Consideration as it deems appropriate. SSE shall take all reasonable actions to cooperate with Liberty Bank with respect to the Exchange Ratio. If the Stock Election Amount exceeds the Available Stock Election Amount (such excess being herein referred to as the “Excess Shares”), then each Stock Election Share shall be converted into the right to receive (1) a number termination and extinguishment of validly issued, fully paid and non-assessable shares of Parent Common Stock equal to (w) the Available Stock Election Amount divided unexercised Options by (x) the number of Stock Election Shares, rounding to the nearest ten-thousandth of a share, and (2) an amount of cash (without interest) equal to (y) the product of the Excess Shares and the Parent Share Value, divided by (z) the number of Stock Election SharesOption holders.

Merger Consideration. 3.1.1 At the Effective TimeTime of the Merger, subject to Section 2.7(b) by virtue of the Merger and without any action on the other provisions part of this AgreementXxxxxx, the Acquisition Corporation, CMS Bancorp or the holders of any of the shares of CMS Bancorp Common Stock, each share of the common stock of Company, $.01 par value (the “Company CMS Bancorp Common Stock”) Stock issued and outstanding immediately prior to the Effective Time of the Merger (excluding other than any Excluded Shares and any Appraisal Dissenting Shares) shall be converted into the right to receive a cash payment of $13.25 (the “Merger Consideration”). 3.1.2 Each share of CMS Bancorp Common Stock (i) held in the treasury of CMS Bancorp, (ii) owned by Xxxxxx or any direct or indirect wholly owned subsidiary of CMS Bancorp immediately prior to the Effective Time of the Merger (other than shares held in a fiduciary capacity or in connection with debts previously contracted), or (iii) reserved for issuance under the CMS Bancorp Stock Option Plans which has not been granted or allocated, shall, at the Effective Time of the Merger, cease to exist, and the certificates for such shares shall be cancelled as promptly as practicable thereafter, and no payment or distribution shall be made in consideration therefor (collectively, the “Excluded Shares”). 3.1.3 Each Option 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 the holder thereof and without regard to any future vesting date thereof, be converted into cancelled and shall thereafter represent the right to receive the following consideration (the “Merger Consideration”): (i) Each share of Company Common Stock (excluding any Excluded Shares) with respect to which an election to receive a combination of stock and cash has been effectively made and not revoked or lost pursuant to Section 2.7(c) (each, a “Mixed Consideration Election Share”) and each Non-Election Share, as defined in Section 2.7(c), shall be converted into the right to receive the combination (such combination, the “Per Share Mixed Consideration”) of (x) $4.00 in cash or such lesser amount of cash based on the adjustments in Section 2.7(b) (the “Per Share Mixed Election Cash Amount”) and (y) the number of shares of Parent Common Stock (together with any cash in lieu of fractional shares of Parent Common Stock to be paid pursuant to Section 2.9(e)) equal to Mixed Election Stock Exchange Ratio. (ii) If the Available Stock Election Amount equals or exceeds the Stock Election Amount, then each share of Company Common Stock (including any Company Restricted Stock, but excluding any Excluded Shares) with respect to which an election to receive stock consideration is properly made and not revoked or lost pursuant to Section 2.7(c) (each, a “Stock Election Share”) shall be converted into the right to receive a cash payment in an amount determined by multiplying (i) the positive difference, if any, between the Merger Consideration and the exercise price of such Option for each share of CMS Bancorp Common Stock covered by such Option (the “Option Price”) by (ii) the number of shares of Parent CMS Bancorp Common Stock (together with any cash in lieu of fractional shares of Parent Common Stock subject to be paid pursuant to Section 2.9(e) such Option (the “Per Share Stock Election Option Consideration”)), equal . The payment of the Option Consideration referred to in the immediately preceding sentence to each holder of an Option shall be approved by Xxxxxx and made by CMS Bancorp immediately prior to the Exchange RatioEffective Time of the Merger, subject to such holder executing such instruments of cancellation as Xxxxxx may reasonably deem appropriate and provided to such holders at least five (5) days before the Effective Time of the Merger. If CMS Bancorp will be entitled to deduct and withhold from the Stock Election Amount exceeds Option Consideration such amounts as CMS Bancorp will be required to deduct and withhold with respect to the Available Stock Election Amount making of such payment under the Code, or any applicable provision of U.S. federal, state, local or non-U.S. tax law. To the extent that such amounts are properly withheld by CMS Bancorp, such withheld amounts (i) will be treated for all purposes of this Agreement as having been paid to the holder of the Option in respect of which such excess being herein referred to as the “Excess Shares”), then each Stock Election Share deduction and withholding was made by CMS Bancorp and (ii) shall be converted into timely paid by CMS Bancorp to the relevant government authority. CMS Bancorp shall take all reasonable actions to cooperate with Xxxxxx with respect to the termination and extinguishment of unexercised Options by Option holders. 3.1.4 After the Effective Time of the Merger, shares of CMS Bancorp Common Stock issued and outstanding immediately prior to the Effective Time of the Merger shall be no longer outstanding and shall automatically be canceled and shall cease to exist, and, except as to Excluded Shares and Dissenting Shares, shares held by CMS Bancorp Stockholders shall thereafter by operation of this section represent the right to receive (1) a number of validly issued, fully paid and non-assessable shares of Parent Common Stock equal to (w) the Available Stock Election Amount divided by (x) the number of Stock Election Shares, rounding to the nearest ten-thousandth of a share, and (2) an amount of cash (without interest) equal to (y) the product of the Excess Shares and the Parent Share Value, divided by (z) the number of Stock Election SharesMerger Consideration.

Merger Consideration. (a) At the Effective Time, the holders of Company Shares outstanding at such Effective Time, other than the Buyer and its Affiliates in the cases set forth above, shall be entitled to receive, and the Buyer shall pay or issue and deliver (i) a number of shares of the Buyer's Stock for each Company Share based on the Exchange Ratio and (ii) an amount equal to $20.00 in cash for each such Company Share, subject to Section 2.7(b) and equitable adjustment for any stock dividend, stock split or other stock payment by the other provisions of this Agreement, each share of Company after the common stock of Company, $.01 par value (the “Company Common Stock”) issued and outstanding immediately date hereof but prior to the Effective Time (excluding any Excluded Shares and any Appraisal Shares) shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into and shall thereafter represent the right to receive the following consideration (the “Merger Consideration”): (i) Each share of Company Common Stock (excluding any Excluded Shares) with respect to which an election to receive a combination of stock and cash has been effectively made and not revoked or lost pursuant to Section 2.7(c) (each, a “Mixed Consideration Election Share”) and each Non-Election Share, as defined in Section 2.7(c), shall be converted into the right to receive the combination (such combinationconsideration, the “Per Share Mixed Consideration”) of (x) $4.00 in cash or such lesser "MERGER CONSIDERATION."); provided, however, that the Exchange Ratio may be increased and the amount of cash based being paid as Merger Consideration may be correspondingly decreased as necessary to qualify the Merger as a reorganization under Section 368 of the Code, as determined by the Company at or immediately after the Effective Time upon consultation with its independent accountants and counsel. (b) No fractional shares of the Buyer's Stock shall be issued or delivered in connection with the Merger. In lieu of any such fractional share, subject to SECTION 2.4, each holder of Company Shares who would otherwise have been entitled to a fraction of a share of the Buyer's Stock shall be entitled to receive cash (without interest) in an amount equal to such fraction multiplied by the Market Value of one share of the Buyer's stock on the adjustments in Section 2.7(btrading day immediately prior to the Effective Time. (c) (In the “Per Share Mixed Election Cash Amount”) and (y) event the Buyer changes the number of shares of Parent Common the Buyer's Stock (together with any cash in lieu issued and outstanding prior to the Effective Time as a result of fractional shares of Parent Common Stock to be paid pursuant to Section 2.9(e)) equal to Mixed Election Stock Exchange Ratio. (ii) If the Available Stock Election Amount equals a stock split, stock dividend or exceeds the Stock Election Amount, then each share of Company Common Stock (including any Company Restricted Stock, but excluding any Excluded Shares) similar recapitalization with respect to such stock (each a "STOCK ADJUSTMENT") and the record date therefor (in the case of a stock dividend) or the effective date thereof (in the case of a stock split or similar recapitalization for which an election to receive stock consideration a record date is properly made and not revoked or lost pursuant to Section 2.7(c) (each, a “Stock Election Share”established) shall be converted into the right prior to receive a number of shares of Parent Common Stock (together with any cash in lieu of fractional shares of Parent Common Stock to be paid pursuant to Section 2.9(e) (the “Per Share Stock Election Consideration”))such Effective Time, equal to the Exchange Ratio. If the Stock Election Amount exceeds the Available Stock Election Amount (such excess being herein referred to as the “Excess Shares”), then each Stock Election Share Ratio shall be converted into the right equitably adjusted to receive (1) a number of validly issued, fully paid and non-assessable shares of Parent Common Stock equal to (w) the Available Stock Election Amount divided by (x) the number of Stock Election Shares, rounding to the nearest ten-thousandth of a share, and (2) an amount of cash (without interest) equal to (y) the product of the Excess Shares and the Parent Share Value, divided by (z) the number of Stock Election Sharesreflect such change.

Merger Consideration. (a) At least two (2) Business Days prior to the Effective Timeanticipated Closing Date, subject the Company shall deliver to Section 2.7(bthe Purchaser its statement setting forth its good faith determination of the Transaction Expenses (the “Transaction Expense Statement,” which shall be deemed to update the Transaction Expenses Schedule) and its statement setting forth its good faith determination of the other provisions Closing Net Indebtedness (the “Closing Net Indebtedness Statement” ). (b) For purposes of this Agreement, each share the term “Closing Common Merger Consideration” means (i) the Adjusted Consideration, minus (ii) the Series B Liquidation Amount, minus (iii) the Series C Liquidation Amount, minus (iv) the Series D Liquidation Amount, minus (v) the Canada Dividend Amount; provided that if the Closing Common Merger Consideration would be a negative amount, the Closing Common Merger Consideration shall be zero. The Cash and Indebtedness Schedule sets forth the amount of Cash and Indebtedness of the common stock Company and its Subsidiaries (which for the avoidance of Companydoubt shall include the aggregate amount of all prepayment premiums, $.01 par value penalties or breakage costs that would arise upon prepayment of such Indebtedness on the Closing Date), in each case as of the date of the Latest Balance Sheet (such amounts, the “Company Cash Adjustment” and “Indebtedness Adjustment,” respectively). For purposes of this Agreement, the term “Per Share Portion” means a fraction, the numerator of which is one, and the denominator of which is equal to (i) the number of shares of Common Stock”) Stock issued and outstanding immediately prior to the Effective Time (excluding other than shares held immediately prior to the Effective Time by the Company as treasury stock or by any Excluded wholly owned Subsidiary of the Company or by the Purchaser or the Merger Sub), including Restricted Shares and any Appraisal Shares) shall, by virtue shares of the Merger and without any action on the part of the holder thereof, be converted into and shall thereafter represent the right to receive the following consideration (the “Merger Consideration”): (i) Each share of Company Common Stock issued under Section 1.06 for Exchangeable Shares, plus (excluding any Excluded Shares) with respect to which an election to receive a combination of stock and cash has been effectively made and not revoked or lost pursuant to Section 2.7(c) (each, a “Mixed Consideration Election Share”) and each Non-Election Share, as defined in Section 2.7(c), shall be converted into the right to receive the combination (such combination, the “Per Share Mixed Consideration”) of (x) $4.00 in cash or such lesser amount of cash based on the adjustments in Section 2.7(b) (the “Per Share Mixed Election Cash Amount”) and (yii) the aggregate number of shares of Parent Common Stock (together with any cash in lieu of fractional shares of Parent Common Stock to be paid deemed outstanding pursuant to Section 2.9(e1.02(i)) equal to Mixed Election Stock Exchange Ratio. (ii) If the Available Stock Election Amount equals or exceeds the Stock Election Amount, then each share of Company Common Stock (including any Company Restricted Stock, but excluding any Excluded Shares) with respect to which an election to receive stock consideration is properly made and not revoked or lost pursuant to Section 2.7(c) (each, a “Stock Election Share”) shall be converted into the right to receive a number of shares of Parent Common Stock (together with any cash in lieu of fractional shares of Parent Common Stock to be paid pursuant to Section 2.9(e) (the “Per Share Stock Election Consideration”)), equal to the Exchange Ratio. If the Stock Election Amount exceeds the Available Stock Election Amount (such excess being herein referred to as the “Excess Shares”), then each Stock Election Share shall be converted into the right to receive (1) a number of validly issued, fully paid and non-assessable shares of Parent Common Stock equal to (w) the Available Stock Election Amount divided by (x) the number of Stock Election Shares, rounding to the nearest ten-thousandth of a share, and (2) an amount of cash (without interest) equal to (y) the product of the Excess Shares and the Parent Share Value, divided by (z) the number of Stock Election Shares.

Merger Consideration. At (a) Subject to the Effective Time, subject to Section 2.7(b) and the other provisions of this AgreementAgreement and any applicable backup or other withholding requirements, each of the issued and outstanding shares ("Target Shares") of common stock, par value $0.01 per share, of Target ("Target Common Stock") (other than shares canceled pursuant to Section 1.3(b) and Dissenting Shares (as hereinafter defined), if any) as of the Effective Time shall by virtue of the Merger and without any action on part of the holder thereof, be converted into the right to receive, and there shall be paid as hereinafter provided, in exchange for each of the Target Shares, $28.00 in cash (the "Merger Consideration"), payable to the holder thereof, without interest thereon, upon the surrender of the certificate formerly representing such Target Share in the manner provided in Section 1.6. (b) Each share of the common stock of Company, $.01 par value (the “Company Target Common Stock”) Stock issued and outstanding immediately prior to the Effective Time that is owned by Acquiror or Acquisition Subsidiary and each share of Target Common Stock held in the treasury of Target or by a wholly owned subsidiary of Target shall be canceled as of the Effective Time and no Merger Consideration shall be payable with respect thereto. From and after the Effective Time, there shall be no further transfers on the stock transfer books of Target of any of the Target Shares outstanding prior to the Effective Time. If, after the Effective Time, Certificates (excluding any Excluded Shares as hereinafter defined) are presented to the Surviving Corporation, they shall be canceled and any Appraisal Sharesexchanged for the Merger Consideration provided for in, and in accordance with the procedures set forth in, this Agreement. (c) shallSubject to the provisions of this Agreement, at the Effective Time, the shares of Acquisition Subsidiary common stock outstanding immediately prior to the Merger shall be converted, by virtue of the Merger and without any action on the part of the holder thereof, be converted into and shall thereafter represent the right to receive the following consideration (the “Merger Consideration”): (i) Each share of Company Common Stock (excluding any Excluded Shares) with respect to which an election to receive a combination of stock and cash has been effectively made and not revoked or lost pursuant to Section 2.7(c) (each, a “Mixed Consideration Election Share”) and each Non-Election Share, as defined in Section 2.7(c), shall be converted into the right to receive the combination (such combination, the “Per Share Mixed Consideration”) of (x) $4.00 in cash or such lesser amount of cash based on the adjustments in Section 2.7(b) (the “Per Share Mixed Election Cash Amount”) and (y) the number of shares of Parent Common Stock (together with any cash in lieu of fractional shares of Parent Common Stock to be paid pursuant to Section 2.9(e)) equal to Mixed Election Stock Exchange Ratio. (ii) If the Available Stock Election Amount equals or exceeds the Stock Election Amount, then each share of Company Common Stock (including any Company Restricted Stock, but excluding any Excluded Shares) with respect to which an election to receive stock consideration is properly made and not revoked or lost pursuant to Section 2.7(c) (each, a “Stock Election Share”) shall be converted into the right to receive a number of shares of Parent Common Stock (together with any cash in lieu of fractional shares of Parent Common Stock to be paid pursuant to Section 2.9(e) (the “Per Share Stock Election Consideration”)), equal to the Exchange Ratio. If the Stock Election Amount exceeds the Available Stock Election Amount (such excess being herein referred to as the “Excess Shares”), then each Stock Election Share shall be converted into the right to receive (1) a number of one validly issued, fully paid and non-assessable shares nonassessable share of Parent the common stock of the Surviving Corporation (the "Surviving Corporation Common Stock"), which share of the Surviving Corporation Common Stock equal to (w) the Available Stock Election Amount divided by (x) the number of Stock Election Shares, rounding to the nearest ten-thousandth of a share, and (2) an amount of cash (without interest) equal to (y) the product shall constitute all of the Excess Shares issued and outstanding capital stock of the Parent Share Value, divided by (z) the number of Stock Election SharesSurviving Corporation.

Merger Consideration. At (a) Subject to the terms and conditions of this Agreement (including without limitation the terms and conditions set forth in Section 1.7), at the Effective TimeTime (or in the case of any Contingent Purchase Price, subject at the time such Contingent Purchase Price is payable pursuant to Section 2.7(b) 1.6), by virtue of the Merger and without any further action on the part of SafeNet, the Merger Sub, the Company, the Major Shareholders or the other provisions shareholders of this Agreementthe Company (together with the Major Shareholders, the “Shareholders”), or the Vested Option Holders (as defined below): (i) each share of the common stock of Company, $.01 par value (the “Company Common Stock”) Stock issued and outstanding immediately prior to the Effective Time (excluding any Excluded Shares and any Appraisal Shares) shall, by virtue of the Merger and without any action on the part of the holder thereof, be cancelled and extinguished and converted into and shall thereafter represent the right to receive receive, upon surrender of the following consideration (the “Merger Consideration”): (i) Each share certificate representing such shares of Company Common Stock (excluding any Excluded Shares) with respect to which an election to receive a combination and delivery of stock such letters, signature pages, agreements and cash has been effectively made other documents as are or may be required under Section 1.7, in each case at the times and not revoked or lost in the manner provided in Section 1.7 and pursuant to Section 2.7(c) a promissory note substantially in the form of Exhibit A hereto (each, a “Mixed Consideration Election ShareNote”): (A) and each Non-Election Share, as defined cash in Section 2.7(c), shall be converted into the right to receive the combination (such combination, the “Per Share Mixed Consideration”) of (x) $4.00 in cash or such lesser amount of cash based on the adjustments in Section 2.7(bCash Amount Per Share; (B) (the “Per Share Mixed Election Cash Amount”) and (y) the that number of shares of Parent Common Stock (together with any cash in lieu common stock of fractional shares of Parent Common Stock to be paid pursuant to Section 2.9(e)) equal to Mixed Election Stock Exchange Ratio. (ii) If the Available Stock Election Amount equals or exceeds the Stock Election AmountSafeNet, then each par value $0.01 per share of Company Common Stock (including any Company Restricted Stock, but excluding any Excluded Shares) with respect to which an election to receive stock consideration is properly made and not revoked or lost pursuant to Section 2.7(c) (each, a “Stock Election Share”) shall be converted into the right to receive a number of shares of Parent Common Stock (together with any cash in lieu of fractional shares of Parent Common Stock to be paid pursuant to Section 2.9(e) (the “Per Share Stock Election ConsiderationSafeNet Common Stock”)), equal to the Exchange Ratio. If ; and (C) at the times and in the manner specified in Section 1.6 and subject to the other provisions of this Agreement, any Earnout Consideration payable with respect to such shares of Company Common Stock Election Amount exceeds pursuant to Section 1.6. (ii) each Company Option that is vested and exercisable immediately prior to the Available Stock Election Amount Effective Time (such excess being herein referred to as each, a “Vested Company Option” and collectively, the “Excess SharesVested Company Options”) pursuant to the terms and conditions of the stock option agreement for such Company Option shall, by virtue of the Merger and without any action on the part of the holder thereof, be cancelled and extinguished and each holder of a Vested Company Option (each, a “Vested Option Holder” and collectively, the “Vested Option Holders”), then upon delivery of such letters, signature pages, agreements and other documents as are or may be required under Section 1.7, in each case in the manner provided in Section 1.7, shall receive with respect to each of the Net Vested Option Shares of such Vested Option Holder: (A) cash in the amount of the Cash Amount Per Share; (B) that number of shares of SafeNet Common Stock Election Share equal to the Exchange Ratio; and (C) at the times and in the manner specified in Section 1.6 and subject to the other provisions of this Agreement, any Earnout Consideration payable with respect to such Net Vested Option Shares pursuant to Section 1.6 (such amounts, together with any amounts paid pursuant to Section 1.5(a)(i)(C), the “Contingent Purchase Price”). (iii) each share of common stock of the Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into the right to receive (1) a number of and exchanged for one validly issued, fully paid and non-assessable nonassessable share of common stock of the Surviving Corporation. From and after the Effective Time, each share certificate of Merger Sub theretofore evidencing ownership of any such shares shall evidence ownership of such shares of Parent Common Stock equal capital stock of the Surviving Corporation. (b) Any consideration payable pursuant to (wSection 1.5(a) the Available Stock Election Amount divided by (x) the number shall be paid as set forth in this Section 1.5 and in Sections 1.6 and 1.7. The amount, timing and form of Stock Election Shares, rounding consideration to be payable to the nearest ten-thousandth of a shareShareholders, and the manner of payment, is set forth in this Article 1. (2c) an amount For purposes of cash (without interest) equal to (y) the product of the Excess Shares and the Parent Share Value, divided by (z) the number of Stock Election Shares.this Agreement,