Common use of Merger Consideration Clause in Contracts

Merger Consideration. Subject to the provisions of this Agreement, at the Effective Time, automatically by virtue of the Merger and without any action on the part of the Parties or any shareholder of SWGB: (a) Each share of FBMS 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 SWGB Common Stock owned directly by FBMS, SWGB 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 “SWGB Cancelled Shares”). (c) Notwithstanding anything in this Agreement to the contrary, all shares of SWGB 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 Title 14, Chapter 2, Article 13 of the GBCC, shall not be converted into or be exchangeable for the right to receive the Merger Consideration (the “Dissenting Shares”), but instead the holder of such Dissenting Shares (hereinafter called a “Dissenting Shareholder”) shall be entitled to payment of the fair value of such shares in accordance with the applicable provisions of the GBCC (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 GBCC 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such Dissenting Shareholder shall have failed to perfect such holder’s right to receive, or shall have effectively withdrawn or lost rights to demand or receive, the fair value of such shares of SWGB Stock under the applicable provisions of the GBCC. If any Dissenting Shareholder shall fail to perfect or effectively withdraw or lose such Holder’s dissenter’s rights under the applicable provisions of the GBCC, each such Dissenting Share shall be deemed to have been converted into and to have become exchangeable for, the right to receive the Merger Consideration, without any interest thereon, in accordance with the applicable provisions of this Agreement. SWGB shall give FBMS (i) prompt notice of any written notices to exercise dissenters’ rights in respect of any shares of SWGB Stock, attempted withdrawals of such notices and any other instruments served pursuant to the GBCC and received by SWGB relating to dissenters’ rights and (ii) the opportunity to participate in negotiations and proceedings with respect to demands for fair value under the GBCC. SWGB shall not, except with the prior written consent of FBMS, voluntarily make any payment with respect to, or settle, or offer or agree to settle, any such demand for payment. Any portion of the Merger Consideration made available to the Exchange Agent pursuant to this Article II to pay for shares of SWGB Stock for which dissenters’ rights have been perfected shall be returned to FBMS upon demand. If the amount paid to a Dissenting Shareholder exceeds such Dissenting Shareholder’s Merger Consideration, such excess amount shall not reduce the amount of Merger Consideration paid to other Holders. (d) Each share of SWGB Common Stock (excluding Dissenting Shares, SWGB Restricted Shares and SWGB Cancelled Shares) issued and outstanding at the Effective Time shall cease to be outstanding and shall be converted, in accordance with the terms of this Article II, into and exchanged for the right to receive one (1.00) share of FBMS Common Stock (the “Merger Consideration”).

Merger Consideration. (a) Subject to the provisions of this AgreementAgreement and any applicable backup or other withholding requirements, at each of the issued shares (the "Company Shares") of common stock, no par value, of the Company (the "Company Stock") outstanding immediately prior to the Effective TimeTime (except for Company Shares to be cancelled, automatically as set forth in Section 1.3(d) and Dissenting Shares, as defined in Section 1.9 hereof) shall be converted, by virtue of the Merger and without any action on the part of the Parties holder thereof, into the right to receive such number of shares of the common stock, par value $.01 per share, of Purchaser (the "Purchaser Stock") or cash, without any interest thereon, as specified in Section 1.5 hereof, subject to payment of cash in lieu of any fractional share as hereinafter provided (the "Merger Consideration"). (b) No fractional shares of Purchaser 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 of a shareholder of SWGB:Purchaser. In lieu thereof, any holder of Company Stock who would otherwise be entitled to a fractional share of Purchaser Stock pursuant to the provisions hereof shall receive an amount in cash pursuant to Section 1.5(h) hereof. (ac) Each Subject to the provisions of this Agreement, at the Effective Time, each share of FBMS Common Stock that is issued and Merger Sub common stock outstanding immediately prior to the Effective Time Merger shall remain be converted, by virtue of the Merger and without any action on the part of the holder thereof, into one share of common stock of the Surviving Corporation (the "Surviving Corporation Common Stock"), which shares of Surviving Corporation Common Stock shall constitute all of the issued and outstanding following capital stock of the Effective Time Surviving Corporation and shall be unchanged wholly owned by the MergerPurchaser. (bd) Each share Any shares of SWGB Common Company Stock owned directly by FBMSPurchaser, SWGB Merger Sub or any other wholly owned subsidiaries 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) Purchaser immediately prior to the Effective Time Merger shall be cancelled and retired at the Effective Time without any conversion thereof, and shall cease to exist and no payment Purchaser Stock or other consideration shall be made with respect thereto (the “SWGB Cancelled Shares”)delivered in exchange therefor. (ce) Notwithstanding anything in this Agreement to On and after the contraryEffective Time, all holders of certificates representing shares of SWGB Company Stock that are issued and outstanding (the "Certificates") immediately prior to the Effective Time and which are held by a shareholder who did not vote in favor shall cease to have any rights as stockholders of the Merger (or consent thereto in writing) and who is entitled to demand and properly demands the fair value of such shares pursuant toCompany, and who complies in all respects with, the provisions of Title 14, Chapter 2, Article 13 of the GBCC, shall not be converted into or be exchangeable for except the right to receive the Merger Consideration (for each Company Share held by them or the “Dissenting Shares”)right, but instead if so demanded, to receive payment from the holder Company of the "fair value" of such Dissenting Company Shares (hereinafter called a “Dissenting Shareholder”) shall be entitled to payment of the fair value of such shares as determined in accordance with the applicable provisions of the GBCC (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 GBCC 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 SWGB Stock under the applicable provisions of the GBCC. If any Dissenting Shareholder shall fail to perfect or effectively withdraw or lose such Holder’s dissenter’s rights under the applicable provisions of the GBCC, each such Dissenting Share shall be deemed to have been converted into and to have become exchangeable for, the right to receive the Merger Consideration, without any interest thereon, in accordance with the applicable provisions of this Agreement. SWGB shall give FBMS (i) prompt notice of any written notices to exercise dissenters’ rights in respect of any shares of SWGB Stock, attempted withdrawals of such notices and any other instruments served pursuant to the GBCC and received by SWGB relating to dissenters’ rights and (ii) the opportunity to participate in negotiations and proceedings with respect to demands for fair value under the GBCC. SWGB shall not, except with the prior written consent of FBMS, voluntarily make any payment with respect to, or settle, or offer or agree to settle, any such demand for payment. Any portion of the Merger Consideration made available to the Exchange Agent pursuant to this Article II to pay for shares of SWGB Stock for which dissenters’ rights have been perfected shall be returned to FBMS upon demand. If the amount paid to a Dissenting Shareholder exceeds such Dissenting Shareholder’s Merger Consideration, such excess amount shall not reduce the amount of Merger Consideration paid to other HoldersMBCA. (d) Each share of SWGB Common Stock (excluding Dissenting Shares, SWGB Restricted Shares and SWGB Cancelled Shares) issued and outstanding at the Effective Time shall cease to be outstanding and shall be converted, in accordance with the terms of this Article II, into and exchanged for the right to receive one (1.00) share of FBMS Common Stock (the “Merger Consideration”).

Merger Consideration. Subject to the provisions of this Agreement, at At the Effective Time, automatically by virtue of the Merger and without any action on the part of any Party or the Parties holders of the securities of SPAC, holders of the securities of the Company or any shareholder holders of SWGB:the securities of Merger Sub (but subject to the Sponsor Letter Agreement): (a) Each share SPAC Unit issued and outstanding immediately prior to the Effective Time shall be automatically detached and the holder thereof shall be deemed to hold one (1) SPAC Share and one (1) SPAC Warrant, which underlying securities shall be converted in accordance with the applicable terms of FBMS Common Stock this Section 2.3. (b) Each SPAC Share (excluding, for the avoidance of doubt, any Excluded Shares) issued and outstanding (taking into consideration any SPAC Stockholder Redemption) immediately prior to the Effective Time shall be converted automatically into, and the holders of such SPAC Shares shall be entitled to receive from the Exchange Agent, for each SPAC Share, one (1) Company Ordinary Share after giving effect to the Capital Restructuring (the “Merger 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 SPAC Warrant that is issued and outstanding immediately prior to the Effective Time shall remain outstanding following automatically and irrevocably be converted into a corresponding Company Warrant exercisable for one-half (1⁄2) of a Company Ordinary Share under the Effective Time terms and shall be unchanged by conditions of the MergerCompany Warrant Agreement. (bd) Each share of SWGB Common Stock owned directly by FBMS, SWGB or any of their respective Subsidiaries (other than shares in trust accounts, managed accounts and the like for the benefit of customers or shares SPAC Share held as collateral for outstanding debt previously contracted) immediately prior to the Effective Time by SPAC as treasury stock, including shares redeemed by the SPAC in connection with a SPAC Stockholder Redemption (if any) (each an “Excluded Share”) shall be cancelled automatically canceled and retired at the Effective Time without any conversion thereofextinguished, and no payment consideration shall be made paid with respect thereto (the “SWGB Cancelled Shares”)thereto. (ce) Notwithstanding anything in this Agreement to the contrary, all shares Each issued and outstanding share of SWGB Stock that are capital stock of Merger Sub 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 Title 14, Chapter 2, Article 13 of the GBCC, shall not be converted into or be exchangeable for and become one (1) validly issued, fully paid and non-assessable share of common stock, par value $0.0001 per share, of the right to receive the Merger Consideration Surviving Company (the “Dissenting SharesSurviving Company Common Stock”), but instead which shall constitute the holder only outstanding share of such Dissenting Shares capital stock of the Surviving Company. (hereinafter called a “Dissenting Shareholder”f) The Conversion Factor shall be entitled adjusted to payment reflect appropriately the effect of the fair value any share split, split-up, reverse share split, share dividend or share distribution (including any dividend or distribution of such shares in accordance with the applicable provisions of the GBCC (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 GBCC and this Section 2.01(c)securities convertible into Company Ordinary Shares), unless and until such Dissenting Shareholder shall have failed to perfect such holder’s right to receivereorganization, recapitalization, reclassification, combination, exchange of shares or shall have effectively withdrawn or lost rights to demand or receiveother like change (in each case, other than the fair value of such shares of SWGB Stock under the applicable provisions of the GBCC. If any Dissenting Shareholder shall fail to perfect or effectively withdraw or lose such Holder’s dissenter’s rights under the applicable provisions of the GBCC, each such Dissenting Share shall be deemed to have been converted into and to have become exchangeable for, the right to receive the Merger Consideration, without any interest thereon, in accordance with the applicable provisions of this Agreement. SWGB shall give FBMS (iCapital Restructuring) prompt notice of any written notices to exercise dissenters’ rights in respect of any shares of SWGB Stock, attempted withdrawals of such notices and any other instruments served pursuant to the GBCC and received by SWGB relating to dissenters’ rights and (ii) the opportunity to participate in negotiations and proceedings with respect to demands for fair value under Company Ordinary Shares occurring on or after the GBCC. SWGB shall not, except with the date hereof and prior written consent of FBMS, voluntarily make any payment with respect to, or settle, or offer or agree to settle, any such demand for payment. Any portion of the Merger Consideration made available to the Exchange Agent pursuant to this Article II to pay for shares of SWGB Stock for which dissenters’ rights have been perfected shall be returned to FBMS upon demand. If the amount paid to a Dissenting Shareholder exceeds such Dissenting Shareholder’s Merger Consideration, such excess amount shall not reduce the amount of Merger Consideration paid to other HoldersClosing. (d) Each share of SWGB Common Stock (excluding Dissenting Shares, SWGB Restricted Shares and SWGB Cancelled Shares) issued and outstanding at the Effective Time shall cease to be outstanding and shall be converted, in accordance with the terms of this Article II, into and exchanged for the right to receive one (1.00) share of FBMS Common Stock (the “Merger Consideration”).

Merger Consideration. Subject (i) Other than as provided in Section 2.1(b)(ii), subject to the provisions consummation of the Share Consolidation, each ordinary share, par value US$0.001 per share, of VanceInfo issued and outstanding immediately prior to the Effective Time (individually, a “VanceInfo Share” and collectively, the “VanceInfo Shares”) (other than the Excluded Shares), shall be cancelled in exchange for the right to receive one (the “Share Exchange Ratio”) validly issued, fully paid, non-assessable common share of HiSoft (“HiSoft Share”) which as of the date of this Agreement, has a, par value of US$0.0001 per share and, immediately prior to the Effective Time will have a par value of US$0.00139482 per share (the “Per Share Merger Consideration”). (ii) Subject to the consummation of the Share Consolidation and the ADS Adjustment, each American depositary share of VanceInfo, each of which represents one VanceInfo Share (the “VanceInfo ADSs”), shall be cancelled in exchange for the right of the holder of the relevant VanceInfo ADS at the direction of the VanceInfo Depositary to receive one (the “ADS Exchange Ratio”) American depositary share of HiSoft (the “HiSoft ADS”) which, as of the date of this Agreement represents 19 HiSoft Shares and immediately prior to the Effective Time, automatically will represent one HiSoft Share (the “Per ADS Merger Consideration” and together with the Per Share Merger Consideration, the “Merger Consideration”). As of the Effective Time, all VanceInfo Shares, including VanceInfo Shares represented by VanceInfo ADSs, shall, by virtue of the Merger and without any action on the part of the Parties or any shareholder of SWGB: (a) Each share of FBMS Common Stock that is issued and outstanding immediately prior to the Effective Time shall remain outstanding following the Effective Time and shall its holder, automatically be unchanged by the Merger. (b) Each share of SWGB Common Stock owned directly by FBMScancelled, SWGB 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 “SWGB Cancelled Shares”). (c) Notwithstanding anything in this Agreement to the contrary, all shares of SWGB 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 Title 14, Chapter 2, Article 13 of the GBCC, shall not be converted into or be exchangeable for the right to receive the Merger Consideration (the “Dissenting Shares”), but instead the holder of such Dissenting Shares (hereinafter called a “Dissenting Shareholder”) shall be entitled to payment of the fair value of such shares in accordance with the applicable provisions of the GBCC (and at the Effective Time, such Dissenting Shares shall no longer be issued or outstanding and shall automatically be cancelled and shall cease to exist and such holder the register of members of VanceInfo will be amended accordingly. Each VanceInfo Share (other than the Excluded Shares) shall cease to have any rights with respect thereto, except the rights provided for pursuant to the applicable provisions of the GBCC 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 SWGB Stock under the applicable provisions of the GBCC. If any Dissenting Shareholder shall fail to perfect or effectively withdraw or lose such Holder’s dissenter’s rights under the applicable provisions of the GBCC, each such Dissenting Share shall be deemed to have been converted into and to have become exchangeable for, thereafter represent only the right to receive the Merger Consideration, without any interest thereon, in accordance with the applicable provisions of this Agreement. SWGB shall give FBMS (i) prompt notice of any written notices to exercise dissenters’ rights in respect of any shares of SWGB Stock, attempted withdrawals of such notices and any other instruments served pursuant to the GBCC and received by SWGB relating to dissenters’ rights and (ii) the opportunity to participate in negotiations and proceedings with respect to demands for fair value under the GBCC. SWGB shall not, except with the prior written consent of FBMS, voluntarily make any payment with respect to, or settle, or offer or agree to settle, any such demand for payment. Any portion of the Per Share Merger Consideration made available to the Exchange Agent pursuant to this Article II to pay for shares of SWGB Stock for which dissenters’ rights have been perfected and each VanceInfo Share represented by a VanceInfo ADS, together with such VanceInfo ADS, shall be returned to FBMS upon demand. If the amount paid to a Dissenting Shareholder exceeds such Dissenting Shareholder’s Merger Consideration, such excess amount shall not reduce the amount of Merger Consideration paid to other Holders. (d) Each share of SWGB Common Stock (excluding Dissenting Shares, SWGB Restricted Shares and SWGB Cancelled Shares) issued and outstanding at the Effective Time shall cease to be outstanding and shall be converted, in accordance with the terms of this Article II, into and exchanged for thereafter represent only the right to receive one (1.00) share of FBMS Common Stock (the “Per ADS Merger Consideration”), as the case may be, in each case without interest.

Merger Consideration. Subject to the provisions of this AgreementEach ordinary share, at the Effective Timepar value US$0.01 per share, automatically by virtue of the Merger and without any action on Company (a “Share” or, collectively, the part of “Shares”), including Shares represented by American Depositary Shares, each representing fifty (50) Shares (the Parties or any shareholder of SWGB: (a“ADSs”) Each share of FBMS 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 SWGB Common Stock owned directly by FBMSTime, SWGB 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 Excluded Shares (as collateral for outstanding debt previously contracteddefined below) immediately prior to the Effective Time shall be cancelled and retired at in exchange for the Effective Time right to receive US$0.0812 in cash per Share without any conversion thereof, and no payment shall be made with respect thereto interest (the “SWGB Cancelled SharesPer Share Merger Consideration”). . As each ADS represents fifty (c50) Notwithstanding anything in this Agreement to the contraryShares, all shares of SWGB Stock that are each ADS 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 toTime, and who complies in all respects with, the provisions of Title 14, Chapter 2, Article 13 of the GBCCother than ADSs representing Excluded Shares, shall not be converted into or be exchangeable for represent the right to receive the Merger Consideration US$4.06 in cash without interest (the “Dissenting Shares”), but instead the holder of such Dissenting Shares (hereinafter called a “Dissenting ShareholderPer ADS Merger Consideration”) pursuant to the terms and conditions set forth in this Agreement and the Deposit Agreement; provided, that in the event of any conflict between this Agreement and the Deposit Agreement, this Agreement shall be entitled to payment of the fair value of such shares in accordance with the applicable provisions of the GBCC (and at prevail. At the Effective Time, such Dissenting all of the Shares, including Shares represented by ADSs, shall no longer cease to be outstanding and outstanding, 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 register of members of the GBCC and this Section 2.01(c)), unless and until such Dissenting Shareholder Company will be amended accordingly. Each Share (other than Excluded Shares) 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 SWGB Stock under the applicable provisions of the GBCC. If any Dissenting Shareholder shall fail to perfect or effectively withdraw or lose such Holder’s dissenter’s rights under the applicable provisions of the GBCC, each such Dissenting Share shall be deemed to have been converted into and to have become exchangeable for, thereafter represent only the right to receive the Per Share Merger ConsiderationConsideration without interest, without and any interest thereonDissenting Shares shall thereafter represent only the right to receive the applicable payments set forth in Section 3.02(e). For the purposes of this Agreement, “Excluded Shares” means, collectively, (i) Shares and ADSs beneficially owned (as determined pursuant to Rule 13d-3 under the Exchange Act) by each of Parent, its direct and indirect shareholders and their respective Affiliates (including Merger Sub) immediately prior to the Effective Time including, for the avoidance of doubt, each Rollover Share contributed to Parent by the Rollover Shareholders in accordance with the applicable provisions of this Agreement. SWGB shall give FBMS Rollover Agreement and each Additional Rollover Share (iif any) prompt notice of contributed to Parent by any written notices to exercise dissenters’ rights Rollover Shareholders in respect of any shares of SWGB Stockaccordance with the Additional Rollover Agreements (if any), attempted withdrawals of such notices and any other instruments served pursuant to the GBCC and received by SWGB relating to dissenters’ rights and (ii) the opportunity Shares (“Dissenting Shares”) owned by holders of Shares who have validly exercised and not effectively withdrawn or lost their dissenter’s rights pursuant to participate in negotiations and proceedings with respect to demands for fair value under the GBCC. SWGB shall not, except with the prior written consent of FBMS, voluntarily make any payment with respect to, or settle, or offer or agree to settle, any such demand for payment. Any portion Section 238 of the Merger Consideration made available to the Exchange Agent pursuant to this Article II to pay for shares of SWGB Stock for which dissenters’ rights have been perfected shall be returned to FBMS upon demand. If the amount paid to a Cayman Companies Law (“Dissenting Shareholder exceeds such Dissenting Shareholder’s Merger Consideration, such excess amount shall not reduce the amount of Merger Consideration paid to other Holders. (d) Each share of SWGB Common Stock (excluding Dissenting Shares, SWGB Restricted Shares and SWGB Cancelled Shares) issued and outstanding at the Effective Time shall cease to be outstanding and shall be converted, in accordance with the terms of this Article II, into and exchanged for the right to receive one (1.00) share of FBMS Common Stock (the “Merger ConsiderationShareholders”).

Merger Consideration. Subject to the provisions of this Agreement, at (a) At the Effective Time, automatically by virtue of the Merger and without any further action on the part of the Parties Company, Parent, Merger Sub or any shareholder holder of SWGBsecurities of the Company or Merger Sub, the Shares, in each case, issued and outstanding immediately prior to the Effective Time, shall be converted into the right to receive the following consideration: (ai) Each Ordinary Share shall be automatically converted into the right to receive the Exchange Ratio of a validly issued, fully paid and non-assessable share of FBMS Common Parent Preferred Stock. (ii) Each Class A Share shall be automatically converted into the right to receive the Exchange Ratio of a validly issued, fully paid and non-assessable share of Parent Preferred Stock. (iii) Each Class F Share shall be automatically converted into the right to receive the Class F Exchange Ratio of a validly issued, fully paid and non-assessable share of Parent Preferred Stock. (iv) Each Yatra USA Class F Share shall be automatically converted into the right to receive the Exchange Ratio of a validly issued, fully paid and non-assessable share of Parent Preferred Stock. (v) Each Yatra India Share shall be automatically converted into the right to receive the fraction of a validly issued, fully paid and non-assessable share of Parent Preferred Stock as set forth next to each holder’s name on Section 2.2 of the Company Disclosure Letter ((a)(i) through (a)(v) collectively, the “Per Share Merger Consideration”). (vi) Each Company Share held as treasury shares (each, a “Treasury Share”, collectively the “Treasury Shares”), each Share owned by the Company or any direct or indirect Subsidiary of the Company (each, an “Owned Company Share”, collectively the “Owned Company Shares”) and each Ordinary Share owned by the Parent (each, an “Acquired Share”, collectively the “Acquired Shares”, and together with Treasury Shares, the “Excluded Shares”) immediately prior to the Effective Time shall be automatically cancelled and shall cease to exist, with no consideration paid in exchange therefor. (vii) Each ordinary share, par value $0.001 per share, of Merger Sub that is issued and outstanding immediately prior to the Effective Time shall remain outstanding following be cancelled and converted into the Effective Time right to receive one validly issued, fully paid and shall be unchanged by non-assessable ordinary share, par value $0.0001 per share, of the MergerSurviving Company. (b) Each share of SWGB Common Stock owned directly by FBMSCollectively, SWGB 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 a)(i) to (vii) are known 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 “SWGB Cancelled Shares”). (c) Notwithstanding anything in this Agreement to the contrary, all shares of SWGB 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 Title 14, Chapter 2, Article 13 of the GBCC, shall not be converted into or be exchangeable for the right to receive the Merger Consideration (the “Dissenting Shares”), but instead the holder of such Dissenting Shares (hereinafter called a “Dissenting Shareholder”) shall be entitled to payment of the fair value of such shares in accordance with the applicable provisions of the GBCC (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 GBCC 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 SWGB Stock under the applicable provisions of the GBCC. If any Dissenting Shareholder shall fail to perfect or effectively withdraw or lose such Holder’s dissenter’s rights under the applicable provisions of the GBCC, each such Dissenting Share shall be deemed to have been converted into and to have become exchangeable for, the right to receive the Merger Consideration, without any interest thereon, in accordance with the applicable provisions of this Agreement. SWGB shall give FBMS (i) prompt notice of any written notices to exercise dissenters’ rights in respect of any shares of SWGB Stock, attempted withdrawals of such notices and any other instruments served pursuant to the GBCC and received by SWGB relating to dissenters’ rights and (ii) the opportunity to participate in negotiations and proceedings with respect to demands for fair value under the GBCC. SWGB shall not, except with the prior written consent of FBMS, voluntarily make any payment with respect to, or settle, or offer or agree to settle, any such demand for payment. Any portion of the Merger Consideration made available to the Exchange Agent pursuant to this Article II to pay for shares of SWGB Stock for which dissenters’ rights have been perfected shall be returned to FBMS upon demand. If the amount paid to a Dissenting Shareholder exceeds such Dissenting Shareholder’s Merger Consideration, such excess amount shall not reduce the amount of Merger Consideration paid to other Holders. (d) Each share of SWGB Common Stock (excluding Dissenting Shares, SWGB Restricted Shares and SWGB Cancelled Shares) issued and outstanding at the Effective Time shall cease to be outstanding and shall be converted, in accordance with the terms of this Article II, into and exchanged for the right to receive one (1.00) share of FBMS Common Stock (the “Merger Consideration.”).

Merger Consideration. Subject (i) Other than as provided in Section 2.1(b)(ii), each ordinary share, par value US$0.0001 per share, of DouYu issued and outstanding immediately prior to the provisions Effective Time (individually, a “DouYu Share” and collectively, the “DouYu Shares”) (other than DouYu Shares represented by DouYu ADSs, the Excluded Shares and any Purported Dissenters Shares), shall be cancelled in exchange for the right of this Agreementthe holder of the relevant DouYu Share to receive 7.30 (the “Exchange Ratio”) validly issued, at fully paid, non-assessable Class A ordinary shares, par value US$0.0001 per share, of Huya (“Huya Class A Shares”) (such number of shares, the “Per Share Merger Consideration”). (ii) Each American depositary share of DouYu, each of which represents one-tenth (1/10) of a DouYu Share (the “DouYu ADSs”), issued and outstanding immediately prior to the Effective Time, automatically together with the DouYu Shares represented by such DouYu ADSs, shall be cancelled in exchange for the right of the holder of the relevant DouYu ADS, at the direction of the DouYu Depositary, to receive 0.730 American depositary shares of Huya, each of which represents one Huya Class A Share (the “Huya ADSs”) (such number of Huya ADSs, the “Per ADS Merger Consideration” and together with the Per Share Merger Consideration, the “Merger Consideration”). As of the Effective Time, all DouYu Shares, including DouYu Shares represented by DouYu ADSs, shall, by virtue of the Merger and without any action on the part of the Parties or any shareholder of SWGB: (a) Each share of FBMS Common Stock that is issued and outstanding immediately prior to the Effective Time shall remain outstanding following the Effective Time and shall its holder, automatically be unchanged by the Merger. (b) Each share of SWGB Common Stock owned directly by FBMScancelled, SWGB 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 “SWGB Cancelled Shares”). (c) Notwithstanding anything in this Agreement to the contrary, all shares of SWGB 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 Title 14, Chapter 2, Article 13 of the GBCC, shall not be converted into or be exchangeable for the right to receive the Merger Consideration (the “Dissenting Shares”), but instead the holder of such Dissenting Shares (hereinafter called a “Dissenting Shareholder”) shall be entitled to payment of the fair value of such shares in accordance with the applicable provisions of the GBCC (and at the Effective Time, such Dissenting Shares shall no longer be issued or 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 register of the GBCC 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 receivemembers of DouYu will be amended accordingly. Each DouYu Share (other than DouYu Shares represented by DouYu ADSs, the fair value of such shares of SWGB Stock under the applicable provisions of the GBCC. If Excluded Shares and any Dissenting Shareholder Purported Dissenters Shares) shall fail to perfect or effectively withdraw or lose such Holder’s dissenter’s rights under the applicable provisions of the GBCC, each such Dissenting Share shall be deemed to have been converted into and to have become exchangeable for, thereafter represent only the right to receive the Merger Consideration, without any interest thereon, in accordance with the applicable provisions of this Agreement. SWGB shall give FBMS (i) prompt notice of any written notices to exercise dissenters’ rights in respect of any shares of SWGB Stock, attempted withdrawals of such notices and any other instruments served pursuant to the GBCC and received by SWGB relating to dissenters’ rights and (ii) the opportunity to participate in negotiations and proceedings with respect to demands for fair value under the GBCC. SWGB shall not, except with the prior written consent of FBMS, voluntarily make any payment with respect to, or settle, or offer or agree to settle, any such demand for payment. Any portion of the Per Share Merger Consideration made available to the Exchange Agent pursuant to this Article II to pay for shares of SWGB Stock for which dissenters’ rights have been perfected and each DouYu Share represented by ten (10) DouYu ADSs, together with such DouYu ADSs, shall be returned to FBMS upon demand. If the amount paid to a Dissenting Shareholder exceeds such Dissenting Shareholder’s Merger Consideration, such excess amount shall not reduce the amount of Merger Consideration paid to other Holders. (d) Each share of SWGB Common Stock (excluding Dissenting Shares, SWGB Restricted Shares and SWGB Cancelled Shares) issued and outstanding at the Effective Time shall cease to be outstanding and shall be converted, in accordance with the terms of this Article II, into and exchanged for thereafter represent only the right to receive one (1.00) share of FBMS Common Stock (the “Per ADS Merger Consideration”), as the case may be, without interest, and any Purported Dissenters Shares shall thereafter represent only the right to receive the applicable payments due and owing as referred to in Section 2.6.

Merger Consideration. Subject to the provisions of this Agreement, at the Effective Time, automatically by virtue of the Merger and without any action on the part of the Parties or any shareholder of SWGBLBC: (a) Each share of FBMS CBAN 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 SWGB LBC Common Stock owned directly by FBMSCBAN, SWGB LBC 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 “SWGB LBC Cancelled Shares”). (c) Notwithstanding anything in this Agreement to the contrary, all shares of SWGB LBC 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 Title 14, Chapter 2, Article 13 of the GBCC, shall not be converted into or be exchangeable for the right to receive the Merger Consideration (the “Dissenting Shares”), but instead the holder of such Dissenting Shares (hereinafter called a “Dissenting Shareholder”) shall be entitled to payment of the fair value of such shares in accordance with the applicable provisions of the GBCC (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 GBCC 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 SWGB LBC Common Stock under the applicable provisions of the GBCC. If any Dissenting Shareholder shall fail to perfect or effectively withdraw or lose such Holder’s dissenter’s rights under the applicable provisions of the GBCC, each such Dissenting Share shall be deemed to have been converted into and to have become exchangeable for, the right to receive the Merger Consideration, without any interest thereon, in accordance with the applicable provisions of this Agreement. SWGB LBC shall give FBMS CBAN (i) prompt notice of any written notices to exercise dissenters’ rights in respect of any shares of SWGB LBC Common Stock, attempted withdrawals of such notices and any other instruments served pursuant to the GBCC and received by SWGB LBC relating to dissenters’ rights and (ii) the opportunity to participate in negotiations and proceedings with respect to demands for fair value under the GBCC. SWGB LBC shall not, except with the prior written consent of FBMSCBAN, voluntarily make any payment with respect to, or settle, or offer or agree to settle, any such demand for payment. Any portion of the Merger Consideration made available to the Exchange Agent pursuant to this Article II to pay for shares of SWGB LBC Common Stock for which dissenters’ rights have been perfected shall be returned to FBMS CBAN upon demand. If the amount paid to a Dissenting Shareholder exceeds such Dissenting Shareholder’s Merger Consideration, such excess amount shall not reduce the amount of Merger Consideration paid to other Holders. (d) Each Subject to the allocation provisions of this Article II, each share of SWGB Common LBC Stock (excluding Dissenting Shares, SWGB Restricted Shares and SWGB LBC Cancelled Shares) issued and outstanding at the Effective Time shall cease to be outstanding and shall be converted, in accordance with the terms of this Article II, into and exchanged for the right to receive one the following: (1.00i) share of FBMS Common Stock a cash payment, without interest, in an amount equal to $23.50 (individually the “Per Share Cash Consideration”); or (ii) 1.3239 (the “Merger Exchange Ratio”) of a share of CBAN Common Stock, subject to adjustment as provided in Section 2.01(e) (the “Per Share Stock Consideration”). (e) If, between the date hereof and the Effective Time, the outstanding shares of LBC Common Stock or CBAN Common Stock shall have been increased, decreased, changed into or exchanged for a different number or kind of shares or securities as a result of a reorganization, stock dividend, stock split, reverse stock split or similar change in capitalization, appropriate and proportionate adjustments shall be made to the Per Share Stock Consideration. In all cases, at least 50% of the Merger Consideration shall be in the form of CBAN Common Stock.

Merger Consideration. Subject to the provisions of this Agreement, at At the Effective Time, automatically by virtue of the Merger and without any action on the part of Merger Sub, the Parties Company or the holders of any shareholder of SWGBthe following securities, subject to the other provisions of this Article II: (a) Each each share of FBMS common stock, without par value, of the Company (“Company Common Stock” and all issued and outstanding shares of Company Common Stock that being hereinafter collectively referred to as the “Common Shares”) issued and outstanding immediately prior to the Effective Time (other than any Common Shares to be canceled pursuant to Section 2.01(c) and any Dissenting Shares (as hereinafter defined)) shall be canceled and shall be converted automatically into the right to receive: (i) for each such share of Company Common Stock with respect to which an election to receive shares of common stock, par value $0.001 per share, of Parent (“Parent Common Stock”) has been effectively made, and not revoked or lost, pursuant to Section 2.05 (a “Share Election”), and for each such share of Company Common Stock with respect to which a Share Election is deemed to have been made pursuant to Section 2.05(d), the right to receive 12.407 fully paid and nonassessable shares of Parent Common Stock (the “Stock Consideration”); and (ii) for each such share of Company Common Stock with respect to which an election to receive cash has been effectively made, and not revoked or lost, pursuant to Section 2.05 (a “Cash Election”), the right to receive $100 in cash, without interest (the “Common Cash Consideration”); (b) each share of Series A Preferred Stock, par value $100 per share (“Company Preferred Stock”, all issued and outstanding shares of Company Preferred Stock being hereinafter collectively referred to as the “Preferred Shares” and together with the Common Shares the “Shares”) issued and outstanding immediately prior to the Effective Time (other than any Preferred Shares to be canceled pursuant to Section 2.01(c) and any Dissenting Shares) shall be canceled and shall be converted automatically, subject to Section 2.02, into the right to receive $105 in cash, without interest (together with amounts payable pursuant to Section 2.01(a)(ii) the “Cash Consideration” and all of the amounts payable and shares issuable pursuant to Section 2.01(a) being the “Merger Consideration”); (c) each Share held in the treasury of the Company and each Share owned by Merger Sub, Parent or any direct or indirect wholly-owned subsidiary of Parent or of the Company immediately prior to the Effective Time shall be canceled without any conversion thereof and no payment or distribution shall be made with respect thereto; and (d) each share of common stock, without par value, of Merger Sub 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 SWGB Common Stock owned directly by FBMS, SWGB 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 “SWGB Cancelled Shares”). (c) Notwithstanding anything in this Agreement to the contrary, all shares of SWGB 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 Title 14, Chapter 2, Article 13 of the GBCC, shall not be converted into or be exchangeable for the right to receive the Merger Consideration (the “Dissenting Shares”), but instead the holder of such Dissenting Shares (hereinafter called a “Dissenting Shareholder”) shall be entitled to payment of the fair value of such shares in accordance with the applicable provisions of the GBCC (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 GBCC 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 SWGB Stock under the applicable provisions of the GBCC. If any Dissenting Shareholder shall fail to perfect or effectively withdraw or lose such Holder’s dissenter’s rights under the applicable provisions of the GBCC, each such Dissenting Share shall be deemed to have been converted into and to have become exchangeable for, the right to receive the Merger Consideration, without any interest thereon, in accordance with the applicable provisions of this Agreement. SWGB shall give FBMS (i) prompt notice of any written notices to exercise dissenters’ rights in respect of any shares of SWGB Stock, attempted withdrawals of such notices and any other instruments served pursuant to the GBCC and received by SWGB relating to dissenters’ rights and (ii) the opportunity to participate in negotiations and proceedings with respect to demands for fair value under the GBCC. SWGB shall not, except with the prior written consent of FBMS, voluntarily make any payment with respect to, or settle, or offer or agree to settle, any such demand for payment. Any portion of the Merger Consideration made available to the Exchange Agent pursuant to this Article II to pay for shares of SWGB Stock for which dissenters’ rights have been perfected shall be returned to FBMS upon demand. If the amount paid to a Dissenting Shareholder exceeds such Dissenting Shareholder’s Merger Consideration, such excess amount shall not reduce the amount of Merger Consideration paid to other Holders. (d) Each share of SWGB Common Stock (excluding Dissenting Shares, SWGB Restricted Shares and SWGB Cancelled Shares) issued and outstanding at the Effective Time shall cease to be outstanding and shall be converted, in accordance with the terms of this Article II, into and exchanged for the right to receive one (1.00) validly issued, fully paid and nonassessable share of FBMS Common Stock (common stock, without par value, of the “Merger Consideration”)Surviving Corporation.

Merger Consideration. Subject to the provisions of this Agreement, at At the Effective Time, automatically by virtue of the Merger and without any action on the part of Parent, Merger Sub, or the Company: (a) each share of Company Stock issued and outstanding as of the Effective Time (other than (i) shares of Company Stock owned by Parent or the Company or any direct or indirect subsidiary of Parent or the Company; and (ii) Dissenting Shares (as defined in Section 2.08)) shall, by virtue of the Merger and without any action on the part of the Parties Company Stockholders, be cancelled and terminated as set forth below and converted into the right to receive a cash payment as specified in this Section 2.01. Shares of Company Preferred Stock as to which the Put Right has been exercised shall be cancelled and terminated as set forth below and converted into the right to receive the Redemption Price (without interest) in respect thereof and the holders of such shares shall not, in any manner, be entitled to receive any Milestone Payments (as hereinafter defined) and Earn Out Payments (as hereinafter defined). All other shares of Company Stock shall be cancelled and terminated as set forth below and, subject to the terms and conditions set forth herein, shall be converted into the right to receive a cash payment equal to the Per Share Amount (without interest) (as hereinafter defined), the Milestone Payments and the Earn Out Payments (such amounts payable in the manner and at such times as expressly set forth herein, it being understood that each holder of Company Preferred Stock with respect to which the Put Right has not been exercised, shall be entitled to receive, in exchange for such holder’s shares of Company Preferred Stock, the amount such holder would have received had such holder converted the Company Preferred Stock held by such holder into Company Common Stock immediately prior to the Effective Time) (the Per Share Amount, the Milestone Payments and the Earn Out Payments, together with the Preferred Stock Put Amount (as hereinafter defined), are referred to herein collectively as the “Merger Consideration”). Notwithstanding anything contained in Section 2.01(a) to the contrary and for the avoidance of doubt, (i) holders of shares of Company Preferred Stock, with respect to which the Put Right has not been exercised, shall have the right to receive (in lieu of the shares of Company Common Stock immediately theretofore receivable upon the conversion of such shares of Company Preferred Stock) such portion of the Merger Consideration (other than the Preferred Stock Put Amount) as may be issued or payable with respect to the number of outstanding shares of Company Common Stock equal to the number of shares of Company Common Stock into which the Company Preferred Stock may have been converted had the Merger not taken place, and (ii) no Merger Consideration shall be paid in respect of any shares of Company Preferred Stock (other than shares of Company Preferred Stock with respect to which the Put Right has been exercised) until the Preferred Stock Put Amount has been paid in full; (b) each share of Company Stock held in the treasury of the Company and each share of Company Stock owned by Parent or any shareholder direct or indirect wholly owned subsidiary of SWGB: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; (ac) Each each share of FBMS Common Stock that is common stock, par value $.01 per share, of Merger Sub 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 SWGB Common Stock owned directly by FBMS, SWGB 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 “SWGB Cancelled Shares”). (c) Notwithstanding anything in this Agreement to the contrary, all shares of SWGB 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 Title 14, Chapter 2, Article 13 of the GBCC, shall not be converted into or be exchangeable and exchanged for the right to receive the Merger Consideration (the “Dissenting Shares”)one validly issued, but instead the holder fully paid and nonassessable share of such Dissenting Shares (hereinafter called a “Dissenting Shareholder”) shall be entitled to payment common stock, par value $.01 per share, of the fair value Surviving Corporation. The stock certificate evidencing shares of such shares in accordance with the applicable provisions common stock of Merger Sub shall then evidence ownership of all of the GBCC (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 shares of common stock of the GBCC 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 SWGB Stock under the applicable provisions of the GBCC. If any Dissenting Shareholder shall fail to perfect or effectively withdraw or lose such Holder’s dissenter’s rights under the applicable provisions of the GBCC, each such Dissenting Share shall be deemed to have been converted into and to have become exchangeable for, the right to receive the Merger Consideration, without any interest thereon, in accordance with the applicable provisions of this Agreement. SWGB shall give FBMS Surviving Corporation; and (id) prompt notice of any written notices to exercise dissenters’ rights in respect of any shares of SWGB Stock, attempted withdrawals of such notices and any other instruments served pursuant to the GBCC and received by SWGB relating to dissenters’ rights and (iiattached hereto as Schedule 2.01(d) the opportunity to participate in negotiations and proceedings with respect to demands for fair value under the GBCC. SWGB shall not, except with the prior written consent of FBMS, voluntarily make any payment with respect to, or settle, or offer or agree to settle, any such demand for payment. Any portion of the Merger Consideration made available to the Exchange Agent pursuant to this Article II to pay for shares of SWGB Stock for which dissenters’ rights have been perfected shall be returned to FBMS upon demand. If the amount paid to is a Dissenting Shareholder exceeds such Dissenting Shareholder’s Merger Consideration, such excess amount shall not reduce schedule reflecting the amount of Merger Consideration paid allocated to other Holders. each holder of Company Stock, Outstanding Company Options and Outstanding Company Warrants (das of the date hereof in the Company’s transfer books) Each share of SWGB Common Stock (excluding Dissenting Shares, SWGB Restricted Shares and SWGB Cancelled Shares) issued and outstanding at the Effective Time shall cease to be outstanding and shall be converted, determined in accordance with the terms hereof as if the Effective Time were the date hereof. The Company shall deliver to Parent at Closing a revised Schedule 2.01(d), which, among other things, shall be adjusted to reflect the exercise of this Article IIthe Put Right by some or all of the holders of Company Preferred Stock. At the Closing, into Parent shall deliver (x) to the Equityholders’ Representative an amount equal to the sum of the Preferred Stock Put Amount plus the Initial Aggregate Amount (as hereinafter defined) pursuant to wire instructions of the Equityholders’ Representative, (y) to the Escrow Agent the Escrow Fund (excluding the Additional Escrow Amount) pursuant to wire instructions of the Escrow Agent and exchanged for (z) to the right Equityholders’ Representative an amount equal to receive one the Reserve Account (1.00as defined in Section 11.01(c) share below). The payment of FBMS Common the sum of the Preferred Stock Put Amount plus the Initial Aggregate Amount (if any) by the Equityholders’ Representative to the Company Stockholders and the holders of Outstanding Company Options and Outstanding Company Warrants (collectively, the “Merger ConsiderationEquityholders”) shall be made to the Equityholders in accordance with Schedule 2.01(d)., as revised. The payment of the Escrow Fund by the Escrow Agent to the Equityholders’ Representative for subsequent distribution to the Equityholders shall be made pursuant and subject to the terms and conditions of the Escrow Agreement and to the Equityholders in accordance with Schedule 2.01(d), as revised. The following terms shall have the meanings set forth below:

Merger Consideration. (a) Subject to the provisions of this Agreement and any applicable backup or other withholding requirements, the ten (10) issued and outstanding voting shares (the “Company Shares”) of common stock, par value $.001 per share, of the Company (the “Company 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 all of the Company Shares, common stock of Purchaser with an aggregate value of $33,000,000, par value $0.10 per share, fully paid, non-assessable and freely transferable, subject to applicable securities laws (the “Purchaser Stock”), valued at $35.35 per share, payable to Seller, subject to payment of cash in lieu of any fractional share as hereinafter provided (the “Merger Consideration”). (b) No fractional shares of Purchaser 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 of a stockholder of Purchaser. In lieu thereof, any holder of Company Stock who would otherwise be entitled to a fractional share of Purchaser Stock pursuant to the provisions hereof shall receive an amount in cash pursuant to Section 1.7(b) hereof. (c) Each share of Company Stock held in the treasury of the Company or by a wholly owned Subsidiary of the Company shall be cancelled as of the Effective Time and no Merger Consideration shall be payable with respect thereof. (d) Subject to the provisions of this Agreement, at the Effective Time, automatically the 1,000 shares of Merger Sub common stock outstanding and entitled to vote immediately prior to the Merger shall be converted, by virtue of the Merger and without any action on the part of the Parties or any shareholder of SWGB: (a) Each holder thereof, into one share of FBMS the common stock of the Surviving Corporation (the “Surviving Corporation Common Stock”), which one share of the Surviving Corporation Common Stock that is shall constitute all of the issued and outstanding immediately prior to capital stock of the Effective Time shall remain outstanding following the Effective Time Surviving Corporation and shall be unchanged owned by the MergerPurchaser. (b) Each share of SWGB Common Stock owned directly by FBMS, SWGB 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 “SWGB Cancelled Shares”). (c) Notwithstanding anything in this Agreement to the contrary, all shares of SWGB 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 Title 14, Chapter 2, Article 13 of the GBCC, shall not be converted into or be exchangeable for the right to receive the Merger Consideration (the “Dissenting Shares”), but instead the holder of such Dissenting Shares (hereinafter called a “Dissenting Shareholder”) shall be entitled to payment of the fair value of such shares in accordance with the applicable provisions of the GBCC (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 GBCC 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 SWGB Stock under the applicable provisions of the GBCC. If any Dissenting Shareholder shall fail to perfect or effectively withdraw or lose such Holder’s dissenter’s rights under the applicable provisions of the GBCC, each such Dissenting Share shall be deemed to have been converted into and to have become exchangeable for, the right to receive the Merger Consideration, without any interest thereon, in accordance with the applicable provisions of this Agreement. SWGB shall give FBMS (i) prompt notice of any written notices to exercise dissenters’ rights in respect of any shares of SWGB Stock, attempted withdrawals of such notices and any other instruments served pursuant to the GBCC and received by SWGB relating to dissenters’ rights and (ii) the opportunity to participate in negotiations and proceedings with respect to demands for fair value under the GBCC. SWGB shall not, except with the prior written consent of FBMS, voluntarily make any payment with respect to, or settle, or offer or agree to settle, any such demand for payment. Any portion of the Merger Consideration made available to the Exchange Agent pursuant to this Article II to pay for shares of SWGB Stock for which dissenters’ rights have been perfected shall be returned to FBMS upon demand. If the amount paid to a Dissenting Shareholder exceeds such Dissenting Shareholder’s Merger Consideration, such excess amount shall not reduce the amount of Merger Consideration paid to other Holders. (d) Each share of SWGB Common Stock (excluding Dissenting Shares, SWGB Restricted Shares and SWGB Cancelled Shares) issued and outstanding at the Effective Time shall cease to be outstanding and shall be converted, in accordance with the terms of this Article II, into and exchanged for the right to receive one (1.00) share of FBMS Common Stock (the “Merger Consideration”).

Merger Consideration. Subject to the provisions of this Agreement, at the Effective Time, automatically by virtue of the Merger and without any action on the part of the Parties or any shareholder of SWGBFFB: (a) Each share of FBMS 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 SWGB FFB Common Stock owned directly by FBMS, SWGB FFB 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 “SWGB FFB Cancelled Shares”). (c) Notwithstanding anything in this Agreement to the contrary, all shares of SWGB FFB 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 to approve the Merger Agreement (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 Title 14, Chapter 2, Article 13 Section 607.1301 et seq. of the GBCCFBCA (such shares, “Dissenting Shares” and such shareholders “Dissenting Shareholders”), shall not be converted into or be exchangeable for the right to receive the Merger Consideration (the “Dissenting Shares”)Consideration, but instead the holder of such Dissenting Shares (hereinafter called a “Dissenting Shareholder”) Shareholder shall be entitled to payment of the fair value of such shares in accordance with the applicable provisions of the GBCC FBCA (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 Dissenting Shareholder shall cease to have any rights with respect thereto, except the rights provided for pursuant to the applicable provisions of the GBCC FBCA and this Section 2.01(c)), unless and until such Dissenting Shareholder shall have failed to perfect such holderHolder’s right to receive, or shall have effectively withdrawn or lost rights to demand or receive, the fair value of such shares of SWGB FFB Common Stock under the applicable provisions of the GBCCFBCA. If any Dissenting Shareholder shall fail to perfect or effectively withdraw or lose such Holder’s dissenter’s rights under the applicable provisions of the GBCCFBCA, each such Dissenting Share shall be deemed to have been converted into and to have become exchangeable for, for the right to receive the Merger Consideration, without any interest thereon, in accordance with the applicable provisions of this Agreement. SWGB FFB shall give FBMS (i) prompt notice of any written notices to exercise dissenters’ rights in respect of any shares of SWGB FFB Common Stock, attempted withdrawals of such notices and any other instruments served pursuant to the GBCC FBCA and received by SWGB FFB relating to dissenters’ rights and (ii) the opportunity to participate in negotiations and proceedings with respect to demands for fair value under the GBCCFBCA. SWGB FFB shall not, except with the prior written consent of FBMS, voluntarily make any payment with respect to, or settle, or offer or agree to settle, any such demand for payment. Any portion of the Merger Consideration made available to the Exchange Agent pursuant to this Article II to pay for shares of SWGB FFB Common Stock for which dissenters’ rights have been perfected shall be returned to FBMS upon demand. If the amount paid to a Dissenting Shareholder exceeds such Dissenting Shareholder’s Merger Consideration, such excess amount shall not reduce the amount of Merger Consideration paid to other Holders. (d) Each share of SWGB FFB Common Stock (excluding Dissenting Shares, SWGB Restricted Shares and SWGB FFB Cancelled Shares) issued and outstanding at the Effective Time shall cease to be outstanding and shall be converted, in accordance with the terms of this Article II, into and exchanged for the right to receive one (1.00i) $5.20 in cash, (the “Per Share Cash Consideration”) and (ii) 0.2570 of a share of FBMS Common Stock (the “Merger Per Share Stock Consideration”).

Merger Consideration. Subject to the provisions of this Agreement, at the Effective TimeDate, automatically by virtue of the Merger and without any action on the part of the Parties or any shareholder of SWGBCBB: (a) Each share of FBMS SSB Common Stock that is issued and outstanding immediately prior to the Effective Time Date shall remain issued and outstanding following the Effective Time Date and shall be unchanged by the Merger. (b) Each share of SWGB CBB Common Stock owned directly by FBMSSSB, SWGB CBB, or any of their respective wholly owned Subsidiaries (other than shares in trust accounts, managed accounts 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 Date shall be cancelled and retired at the Effective Time Date without any conversion thereof, and no payment shall be made with respect thereto (the “SWGB CBB Cancelled Shares”). (c) Notwithstanding anything in this Agreement to the contrary, all shares of SWGB CBB Common Stock that are issued and outstanding immediately prior to the Effective Time Date 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 Title 14, Chapter 2, Article 13 of the GBCC, shall not be converted into or be exchangeable for the right to receive the Merger Consideration (the “Dissenting Shares”), but instead the holder of such Dissenting Shares (hereinafter called a “Dissenting Shareholder”) shall be entitled to payment of the fair value of such shares in accordance with the applicable provisions of the GBCC (and at the Effective TimeDate, 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 GBCC and this Section 2.01(c3.1(c)), unless and until such Dissenting Shareholder shall have failed to perfect such holder’s right to receive, or shall have effectively withdrawn withdrawn, revoked, waived or lost rights to demand or receive, the fair value of such shares of SWGB CBB Common Stock under the applicable provisions of the GBCC. If any Dissenting Shareholder shall fail to perfect or effectively withdraw withdraw, revoke, waive or lose such Holder’s dissenter’s rights under the applicable provisions of the GBCC, each such Dissenting Share shall be deemed to have been converted into and to have become exchangeable for, for the right to receive the Merger ConsiderationStock Consideration (as defined below), without any interest thereon, in accordance with the applicable provisions of this Agreement. SWGB CBB shall give FBMS SSB (i) prompt notice of any written notices to exercise dissenters’ rights in respect of any shares of SWGB CBB Common Stock, attempted withdrawals of such notices and any other instruments served pursuant to the GBCC and received by SWGB CBB relating to dissenters’ rights and (ii) the opportunity to participate in negotiations and proceedings with respect to demands for fair value under the GBCC. SWGB CBB shall not, except with the prior written consent of FBMSSSB, voluntarily make any payment with respect to, or settle, or offer or agree to settle, any such demand for payment. Any portion of the Merger Consideration made available to the Exchange Agent pursuant to this Article II 3 to pay for shares of SWGB CBB Common Stock for which dissenters’ rights have been perfected shall be returned to FBMS SSB upon demand. If the amount paid to a Dissenting Shareholder exceeds such Dissenting Shareholder’s Merger Consideration, such excess amount shall not reduce the amount of Merger Consideration paid to other Holders. (d) Each Subject to Section 3.1(c), Section 3.3 regarding proration and Section 3.6 regarding fractional shares, each share of SWGB CBB Common Stock (excluding Dissenting Shares, SWGB Restricted Shares and SWGB CBB Cancelled Shares) issued and outstanding at the Effective Time Date shall cease to be outstanding and shall be converted, in accordance with the terms of this Article II3, into and exchanged for the right to receive one (1.00) share either of FBMS Common Stock the following forms of consideration (the “Merger Consideration”): (i) for each one (1) share of CBB Common Stock the right to receive from SSB 1.550 shares of SSB Common Stock (the “Exchange Ratio”), validly issued, fully paid and nonassessable (the “Stock Consideration”); or (ii) for each one (1) share of CBB Common Stock with respect to which a Cash Election (as defined herein) has been validly made and not revoked pursuant to Section 3.3 (the “Cash Election Shares”), the right to receive in cash from SSB an amount equal to $45.63 (the “Cash Consideration”); and (iii) unless a Cash Election for shares of CBB Common Stock has been validly made and not revoked, the shares of CBB Common Stock will receive the Stock Consideration. Subject to Sections 3.2 and 3.3 below, no more than ten percent (10%) of the shares of CBB Common Stock outstanding at the Effective Date shall receive the Cash Consideration (the “Maximum Cash Consideration”). (e) If, between the date hereof and the Effective Date, the outstanding shares of CBB Common Stock or SSB Common Stock shall have been increased, decreased, changed into or exchanged for a different number or kind of shares or securities as a result of a reorganization, stock dividend, stock split, reverse stock split or similar change in capitalization, appropriate and proportionate adjustments shall be made to the Exchange Ratio and Cash Consideration. For purposes of clarity, the Exchange Ratio and Cash Consideration are based on the number of outstanding shares of CBB Common Stock set forth in Section 5.2 and any change to such number of outstanding shares will result in an appropriate adjustment to the Exchange Ratio and Cash Consideration.

Merger Consideration. Subject to the provisions of this Agreement, at At the Effective Time, automatically Time (as defined in Section 1.09) by virtue of the Merger this Agreement and without any further action on the part of any holder: A. Any shares of I BHC Stock that are owned by I BHC (other than as a fiduciary) shall automatically be canceled and retired and all rights with respect thereto shall cease to exist, and no consideration shall be delivered in exchange therefor. B. All shares of I BHC Stock and all I BHC Options shall be converted into the Parties or any shareholder right to receive from IBG total aggregate consideration of SWGB$36,700,000 (the “Aggregate Consideration”). The Aggregate Consideration shall be allocated as follows: (a1) Each share A total of FBMS Common Stock that is issued and outstanding immediately prior $2,336,189 of the Aggregate Consideration shall be allocated to the Effective Time shall remain outstanding following holders of the Effective Time and shall be unchanged by the Merger. (b) Each share of SWGB Common Stock owned directly by FBMS, SWGB 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 I BHC Options (the “SWGB Cancelled SharesAggregate Option Consideration”). At the Effective Time, the I BHC Options shall be converted into the right to receive cash from IBG as set forth in Schedule 1.05(B)(1) (the “Option Holder Consideration”). (c2) Notwithstanding anything in this Agreement A total of $34,363,811 of the Aggregate Consideration shall be allocated to the contraryholders of I BHC Stock (the “Aggregate Shareholder Consideration”). At the Effective Time, each share of I BHC Stock shall be converted into the right to receive from IBG $33.2018 in cash (the “Per Share Shareholder Consideration”). (3) Subject only to dissenter’s rights under Subchapter H of Chapter 10 of the TBOC, all shares of SWGB I BHC 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 all 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 Title 14, Chapter 2, Article 13 of the GBCC, shall not be converted into or be exchangeable for the right to receive the Merger Consideration (the “Dissenting Shares”), but instead the holder of such Dissenting Shares (hereinafter called a “Dissenting Shareholder”) shall be entitled to payment of the fair value of such shares in accordance with the applicable provisions of the GBCC (and at the Effective Time, such Dissenting Shares I BHC Options shall no longer be outstanding and shall automatically be cancelled and retired and all rights with respect thereto shall cease to exist exist, and such each holder of I BHC Stock or I BHC Options shall cease to have any rights with respect thereto, except the rights provided for pursuant to the applicable provisions of the GBCC 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 SWGB Stock under the applicable provisions of the GBCC. If any Dissenting Shareholder shall fail to perfect or effectively withdraw or lose such Holder’s dissenter’s rights under the applicable provisions of the GBCC, each such Dissenting Share shall be deemed to have been converted into and to have become exchangeable for, the right to receive the Merger Considerationconsideration provided for in this Section 1.05. C. If the Effective Time occurs after April 30, without any interest thereon, in accordance with the applicable provisions 2012 (other than as a result of this Agreement. SWGB shall give FBMS (i) prompt notice failure to obtain regulatory approval on a timely basis due to issues related to a negative condition or negative operations of any written notices to exercise dissenters’ rights in respect of any shares of SWGB StockI BHC or I Bank, attempted withdrawals of such notices and any other instruments served pursuant to the GBCC and received by SWGB relating to dissenters’ rights and or (ii) the opportunity failure of I BHC or I Bank to participate provide on a timely basis to IBG the information needed to prepare and process its regulatory applications), then the Aggregate Consideration shall be increased by an amount equal to the product of (i) the amount of net income per day of I Bank (calculated in negotiations accordance with Call Report Instructions) during the month of April 2012, multiplied by (ii) the number of days between May 1, 2012 and proceedings with respect the date on which the Effective Time occurs (the “Additional Aggregate Consideration”). 6.39 percent of the Additional Aggregate Consideration shall be allocated to demands for fair value under the GBCCholders of the I BHC Options, to be further allocated among the holders of I BHC Options pro rata based upon the number of I BHC Options owned as set forth in Schedule 1.05(B)(I). SWGB 93.61 percent of the Additional Aggregate Consideration shall notbe allocated to the holders of I BHC Stock to be further allocated among the holders of I BHC Stock pro rata based upon the number of shares of I BHC Stock owned on the Closing Date. The Additional Aggregate Consideration, except with if any, as allocated among the prior written consent holders of FBMSthe I BHC Options and shares of I BHC Stock, voluntarily make any payment with respect shall be added to, or settleand delivered as part of, or offer or agree to settle, any such demand for payment. Any portion the Option Holder Consideration and the Per Share Shareholder Consideration. D. As of the Merger Consideration made available to date of this Agreement, I BHC has cash on hand in the Exchange Agent pursuant to amount of $284,831.61 (the “Cash Amount”). Between the date of this Article II Agreement and the Closing Date, I BHC shall disburse the Cash Amount to pay for shares the following expenses related to the Merger: (1) any and all completion bonuses, severance payments, and other payments to employees of SWGB Stock for which dissenters’ rights have been perfected I Bank, including without limitation a $37,500 payment to Xxxxx Xxxxxxxx (provided that IBG shall be returned responsible for any retention bonus or payment to FBMS upon demand. If the amount paid to a Dissenting Shareholder exceeds such Dissenting Shareholder’s Merger Consideration, such excess amount shall not reduce the amount of Merger Consideration paid to other Holders.any employees after Closing); (d2) Each share of SWGB Common Stock (excluding Dissenting Shares, SWGB Restricted Shares legal fees and SWGB Cancelled Shares) issued and outstanding at the Effective Time shall cease to be outstanding and shall be converted, expenses incurred by I BHC and/or I Bank in accordance connection with the terms of transactions contemplated by this Article IIAgreement; and (3) accounting fees and expenses incurred by I BHC and/or I Bank in connection with the transactions contemplated by this Agreement. All such, into fees and exchanged for the right to receive one (1.00) share of FBMS Common Stock expenses (the “Merger Transaction Costs”) shall be paid by I BHC in full on the day before the Closing Date. On the Closing Date prior to the Effective Time, I BHC shall pay a dividend to its shareholders in an aggregate amount equal to the difference between (i) the Cash Amount, less (ii) the aggregate amount of the Transaction Costs. E. In addition to the Aggregate Consideration, at Closing IBG shall pay to I BHC the sum of $300,000.00 which shall be used at Closing by I BHC to discharge its obligations to Sheshunoff & Co. Investment Banking, L.P. (“Sheshunoff”) as described in Section 11.03 (the “Sheshunoff Obligation”).

Merger Consideration. Subject to the provisions of this Agreement, including Sections 3.4 and 3.5, at the Effective Time, automatically by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Parties Company or any shareholder holder of SWGBParent Common Shares or Company Common Shares: (a) Each share of FBMS Common Stock that is common stock of Merger Sub issued and outstanding immediately prior to the Effective Time will automatically be converted into and become one fully paid and nonassessable share of Common Stock, par value $0.01 per share, of the Surviving Corporation and shall remain constitute the only outstanding following shares of capital stock of the Surviving Corporation. From and after the Effective Time and Time, all certificates representing the common stock of Merger Sub shall be unchanged by deemed for all purposes to represent the Mergernumber of shares of common stock of the Surviving Corporation into which they were converted in accordance with the immediately preceding sentence. (b) Each share of SWGB Company Common Stock owned directly by FBMS, SWGB or any of their respective Subsidiaries (other than shares in trust accounts, managed accounts Share issued 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 Time, other than Treasury Shares and except for Dissenting Shares, and each unexercised Company Warrant issued and outstanding as of the Effective Time, will be cancelled and retired at extinguished and automatically converted into the Effective Time without any conversion thereofright to receive one of the following forms of consideration (on a per Company Common Share or Warrant Notional Common Share basis, and no payment shall be made the “Merger Consideration”): (i) for each Company Common Share with respect thereto to which an election to receive shares (a “Share Election”) has been validly made and not revoked (each, a “Share Election Share”), 3.7222 Parent Common Shares (the “SWGB Cancelled SharesShare Consideration”), and for each Company Warrant with respect to which a Share Election has been validly made and not revoked (each, “Share Election Warrant”), the Share Consideration in respect of the number of Warrant Notional Common Shares represented by such Company Warrant, in each case, which Parent Common Shares will be duly authorized and validly issued in accordance with applicable Laws and the Parent Charter; (ii) for each Company Common Share with respect to which an election to receive shares and cash (a “Mixed Election”) has been validly made and not revoked (each, a “Mixed Election Share”), (A) cash in an amount (subject to applicable withholding Tax) equal to $34.75 and (B) 2.7874 Parent Common Shares (collectively, the “Mixed Consideration”), and for each Company Warrant with respect to which a Mixed Election has been validly made and not revoked (each, a “Mixed Election Warrant”), the Mixed Consideration in respect of the number of Warrant Notional Common Shares represented by such Company Warrant, in each case, which Parent Common Shares will be duly authorized and validly issued in accordance with applicable Laws and the Parent Charter; (iii) for each Company Common Share with respect to which an election to receive cash (a “Cash Election”) has been validly made and not revoked (each, a “Cash Election Share”), cash in an amount (subject to applicable withholding Tax) equal to $138.39 (the “Cash Consideration”), and for each Company Warrant with respect to which a Cash Election has been validly made and not revoked (each, a “Cash Election Warrant”), the Cash Consideration in respect of the number of Warrant Notional Common Shares represented by such Company Warrant; and (iv) for each Company Common Share (each, a “Non-Election Share”) or Company Warrant (each, a “Non-Election Warrant”), as applicable, that is not a Share Election Share, Share Election Warrant, Mixed Election Share, Mixed Election Warrant, or Cash Election Share or Cash Election Warrant, such Share Consideration and/or Cash Consideration as is determined in accordance with Section 3.5. (c) Notwithstanding anything in this Agreement to the contrary, all shares of SWGB Stock that are Each Parent Common Share issued and outstanding immediately prior to the Effective Time will remain issued and which are held by a shareholder who did not vote in favor of the Merger (or consent thereto in writing) outstanding 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 Title 14, Chapter 2, Article 13 of the GBCC, shall will not be converted into or be exchangeable for affected by the right to receive the Merger Consideration (the “Dissenting Shares”), but instead the holder of such Dissenting Shares (hereinafter called a “Dissenting Shareholder”) shall be entitled to payment of the fair value of such shares in accordance with the applicable provisions of the GBCC (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 GBCC 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 SWGB Stock under the applicable provisions of the GBCC. If any Dissenting Shareholder shall fail to perfect or effectively withdraw or lose such Holder’s dissenter’s rights under the applicable provisions of the GBCC, each such Dissenting Share shall be deemed to have been converted into and to have become exchangeable for, the right to receive the Merger Consideration, without any interest thereon, in accordance with the applicable provisions of this Agreement. SWGB shall give FBMS (i) prompt notice of any written notices to exercise dissenters’ rights in respect of any shares of SWGB Stock, attempted withdrawals of such notices and any other instruments served pursuant to the GBCC and received by SWGB relating to dissenters’ rights and (ii) the opportunity to participate in negotiations and proceedings with respect to demands for fair value under the GBCC. SWGB shall not, except with the prior written consent of FBMS, voluntarily make any payment with respect to, or settle, or offer or agree to settle, any such demand for payment. Any portion of the Merger Consideration made available to the Exchange Agent pursuant to this Article II to pay for shares of SWGB Stock for which dissenters’ rights have been perfected shall be returned to FBMS upon demand. If the amount paid to a Dissenting Shareholder exceeds such Dissenting Shareholder’s Merger Consideration, such excess amount shall not reduce the amount of Merger Consideration paid to other HoldersMerger. (d) Each share Notwithstanding anything to the contrary in this Agreement, all Company Common Shares (if any) owned by the Company or its wholly-owned Subsidiaries or by Parent or its wholly-owned Subsidiaries as of SWGB Common Stock (excluding Dissenting Shares, SWGB Restricted Shares and SWGB Cancelled Shares) issued and outstanding at immediately prior to the Effective Time shall cease to Time, other than those held in a fiduciary capacity (“Treasury Shares”), will automatically be outstanding cancelled and shall no consideration will be converted, received therefor. (e) Company Preferred Shares will be treated in accordance with the terms of this Article II, into Section 3.7. Company Options and exchanged for the right to receive one (1.00) share of FBMS Common Stock (the “Merger Consideration”)Company Restricted Shares will be treated in accordance with Section 3.8.

Merger Consideration. Subject to the provisions of this Agreement, at the Effective Time, automatically by virtue of the Merger and without any action on the part of the Parties or any shareholder of SWGB: (a) Each share The aggregate consideration to be paid by Parent for all of FBMS Common Stock that is issued the Company Shares and Company Warrants outstanding immediately prior to the First Effective Time shall remain outstanding following be: (i) (A) 128,711,400 shares of Parent Capital Stock (the Effective Time “Total Stock Consideration”), minus (B) the Total Award Stock Consideration (the “Stock Consideration”), and shall be unchanged by (ii) 2,893,731 Parent Consideration Warrants collectively exercisable for 2,893,731 shares of Parent Class A Common Stock (the Merger“Warrant Consideration”). (b) Each share The Stock Consideration shall be comprised entirely of SWGB shares of Parent Class A Common Stock owned directly by FBMS(the “Class A Common Payment Shares”); provided, SWGB or any however, that in the event that the Class A Common Payment Shares, when taken together with the number of their respective Subsidiaries (other than shares in trust accounts, managed accounts of Parent Class A Common Stock issuable upon the exercise of Assumed Options and the like for number of shares of Parent Class A Common Stock issuable upon the benefit settlement of customers Assumed RSUs (the “Total Award Stock Consideration”), represent a number of shares equal to more than 19.9% of the outstanding shares of Parent Common Stock or shares held more than 19.9% of the voting power of Parent, in each case, as collateral for outstanding debt previously contracted) of immediately prior to the First Effective Time (such maximum number of whole shares, the “Parent Common Stock Consideration Cap”), then the Stock Consideration shall be cancelled comprised of (i) a number of Class A Common Payment Shares equal to the Parent Common Stock Consideration Cap and retired at the Effective Time without any conversion thereof, and no payment shall be made with respect thereto (ii) a number of shares of Parent Convertible Preferred Stock (the “SWGB Cancelled Convertible Preferred Payment Shares”)) equal to (A) (x) the Total Stock Consideration, minus (y) the Parent Common Stock Consideration Cap, divided by (B) 100. (c) Notwithstanding anything in this Agreement to the contrary, all shares of SWGB 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 withThe Class A Common Payment Shares, the provisions of Title 14, Chapter 2, Article 13 of Convertible Preferred Payment Shares and the GBCC, shall not be converted into or be exchangeable for the right to receive the Merger Parent Consideration (the “Dissenting Shares”), but instead the holder of such Dissenting Shares (hereinafter called a “Dissenting Shareholder”) Warrants shall be entitled to payment of allocated among the fair value of such shares Company Shareholders and the Company Warrantholder in accordance with the applicable provisions of the GBCC (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 GBCC 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 SWGB Stock under the applicable provisions of the GBCC. If any Dissenting Shareholder shall fail to perfect or effectively withdraw or lose such Holder’s dissenter’s rights under the applicable provisions of the GBCC, each such Dissenting Share shall be deemed to have been converted into and to have become exchangeable for, the right to receive the Merger Consideration, without any interest thereon, in accordance with the applicable provisions of this Agreement. SWGB shall give FBMS (i) prompt notice of any written notices to exercise dissenters’ rights in respect of any shares of SWGB Stock, attempted withdrawals of such notices and any other instruments served pursuant to the GBCC and received by SWGB relating to dissenters’ rights and (ii) the opportunity to participate in negotiations and proceedings with respect to demands for fair value under the GBCC. SWGB shall not, except with the prior written consent of FBMS, voluntarily make any payment with respect to, or settle, or offer or agree to settle, any such demand for payment. Any portion of the Merger Final Consideration made available to the Exchange Agent pursuant to this Article II to pay for shares of SWGB Stock for which dissenters’ rights have been perfected shall be returned to FBMS upon demand. If the amount paid to a Dissenting Shareholder exceeds such Dissenting Shareholder’s Merger Consideration, such excess amount shall not reduce the amount of Merger Consideration paid to other HoldersSpreadsheet. (d) Each share of SWGB Common Parent Convertible Preferred Stock (excluding Dissenting Shares, SWGB Restricted Shares and SWGB Cancelled Shares) issued and outstanding at the Effective Time shall cease to be outstanding and shall be convertedconvertible into 100 shares of Parent Class A Common Stock, in accordance with each case, subject to adjustment pursuant to the terms of this Article II, into the Certificate of Designation and exchanged for subject to and contingent upon the right to receive one (1.00) share affirmative vote of FBMS the holders of a majority of the voting power of the shares of Parent Class A Common Stock and Parent Class B Common Stock, voting together as a single class, present or duly represented at the Parent Stockholders Meeting (or any other meeting of the “Merger Consideration”)stockholders of Parent) to approve the Parent Stockholder Proposals.

Merger Consideration. Subject to the provisions of this Agreement, at the Effective Time, automatically by virtue of the Merger and without any action on the part of the Parties or any shareholder of SWGBSSNF: (a) Each share of FBMS 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 SWGB SSNF Common Stock owned directly by FBMS, SWGB SSNF 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 “SWGB SSNF Cancelled Shares”). (c) Notwithstanding anything in this Agreement to the contrary, all shares of SWGB SSNF 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 Title 143, Chapter 2, Article 13 Subtitle 2 of the GBCCMGCL, shall not be converted into or be exchangeable for the right to receive the Merger Consideration (the “Dissenting Shares”), but instead the holder of such Dissenting Shares (hereinafter called a “Dissenting Shareholder”) shall be entitled to payment of the fair value of such shares in accordance with the applicable provisions of the GBCC MGCL (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 GBCC MGCL 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 SWGB SSNF Common Stock under the applicable provisions of the GBCCMGCL. If any Dissenting Shareholder shall fail to perfect or effectively withdraw or lose such Holder’s dissenter’s rights under the applicable provisions of the GBCCMGCL, each such Dissenting Share shall be deemed to have been converted into and to have become exchangeable for, the right to receive the Merger Consideration, without any interest thereon, in accordance with the applicable provisions of this Agreement. SWGB SSNF shall give FBMS (i) prompt notice of any written notices to exercise dissenters’ rights in respect of any shares of SWGB SSNF Common Stock, attempted withdrawals of such notices and any other instruments served pursuant to the GBCC MGCL and received by SWGB SSNF relating to dissenters’ rights and (ii) the opportunity to participate in negotiations and proceedings with respect to demands for fair value under the GBCCMGCL. SWGB SSNF shall not, except with the prior written consent of FBMS, voluntarily make any payment with respect to, or settle, or offer or agree to settle, any such demand for payment. Any portion of the Merger Consideration made available to the Exchange Agent pursuant to this Article II to pay for shares of SWGB SSNF Common Stock for which dissenters’ rights have been perfected shall be returned to FBMS upon demand. If the amount paid to a Dissenting Shareholder exceeds such Dissenting Shareholder’s Merger Consideration, such excess amount shall not reduce the amount of Merger Consideration paid to other Holders. (d) Each Subject to the allocation provisions of this Article II, each share of SWGB Common SSNF Stock (excluding Dissenting Shares, SWGB Restricted Shares and SWGB SSNF Cancelled Shares) issued and outstanding at the Effective Time shall cease to be outstanding and shall be converted, in accordance with the terms of this Article II, into and exchanged for the right to receive one the following: (1.00i) a cash payment, without interest, in an amount equal to $27.00 (individually the “Per Share Cash Consideration”); or (ii) 0.93 (the “Exchange Ratio”) of a share of FBMS Common Stock Stock, subject to adjustment as provided in Section 2.01(e) (the “Merger Per Share Stock Consideration”). (e) If, between the date hereof and the Effective Time, the outstanding shares of SSNF Common Stock or FBMS Common Stock shall have been increased, decreased, changed into or exchanged for a different number or kind of shares or securities as a result of a reorganization, stock dividend, stock split, reverse stock split or similar change in capitalization, appropriate and proportionate adjustments shall be made to the Per Share Stock Consideration.

Merger Consideration. Subject to the provisions of this Agreement, at (a) At the Effective Time, automatically each share of the Corporation's Series A Preferred Stock, no par value, issued and outstanding immediately prior to the Effective Time, will, by virtue of the Merger and without further action on the part of any holder thereof, be converted into the right to receive $ 0.0002 per share, each share of the Corporation's Series B Preferred Stock, no par value, issued and outstanding immediately prior to the Effective Time, will, by virtue of the Merger and without further action on the part of any holder thereof, be converted into the right to receive $ 0.0003 per share, each share of the Corporation's Series C Preferred Stock, no par value, issued and outstanding immediately prior to the Effective Time, will, by virtue of the Merger and without further action on the part of any holder thereof, be converted into the right to receive $ 0.0003 per share, each share of the Corporation's Series D Preferred Stock, no par value, issued and outstanding immediately prior to the Effective Time, will, by virtue of the Merger and without further action on the part of any holder thereof, be converted into the right to receive $ 0.0011 per share, and each share of the Corporation's Series E Preferred Stock, no par value, issued and outstanding immediately prior to the Effective Time, will, by virtue of the Merger and without further action on the part of any holder thereof, be converted into the right to receive $ 0.0019 per share. (b) At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Parties Company or any shareholder Company Shareholders, each share of SWGB:Company Common Stock and each Company Option outstanding immediately prior to the Effective Time shall be canceled and extinguished without any conversion thereof and no payment or distribution shall be made with respect thereto (subject to any dissenters' rights properly exercised in accordance with the CGCL); (ac) Each each share of FBMS Common Company Stock that is held in the treasury of the Company shall be cancelled and extinguished without any conversion thereof, and no payment or distribution shall be made with respect thereto; (d) each share of common stock of Merger Sub 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 SWGB Common Stock owned directly by FBMS, SWGB 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 “SWGB Cancelled Shares”). (c) Notwithstanding anything in this Agreement to the contrary, all shares of SWGB 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 Title 14, Chapter 2, Article 13 of the GBCC, shall not be converted into or be exchangeable and exchanged for the right to receive the Merger Consideration (the “Dissenting Shares”)one validly issued, but instead the holder fully paid and non-assessable share of such Dissenting Shares (hereinafter called a “Dissenting Shareholder”) shall be entitled to payment common stock, no par value, of the fair value Surviving Corporation. Each stock certificate evidencing shares of such shares in accordance with the applicable provisions common stock of the GBCC (and at the Effective Time, such Dissenting Shares Merger Sub shall no longer be outstanding and shall automatically be cancelled and shall cease continue 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 GBCC 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 evidence ownership of such shares of SWGB Stock under the applicable provisions common stock of the GBCC. If any Dissenting Shareholder shall fail to perfect or effectively withdraw or lose such Holder’s dissenter’s rights under the applicable provisions of the GBCC, each such Dissenting Share shall be deemed to have been converted into and to have become exchangeable for, the right to receive the Merger Consideration, without any interest thereon, in accordance with the applicable provisions of this Agreement. SWGB shall give FBMS (i) prompt notice of any written notices to exercise dissenters’ rights in respect of any shares of SWGB Stock, attempted withdrawals of such notices and any other instruments served pursuant to the GBCC and received by SWGB relating to dissenters’ rights and (ii) the opportunity to participate in negotiations and proceedings with respect to demands for fair value under the GBCC. SWGB shall not, except with the prior written consent of FBMS, voluntarily make any payment with respect to, or settle, or offer or agree to settle, any such demand for payment. Any portion of the Merger Consideration made available to the Exchange Agent pursuant to this Article II to pay for shares of SWGB Stock for which dissenters’ rights have been perfected shall be returned to FBMS upon demand. If the amount paid to a Dissenting Shareholder exceeds such Dissenting Shareholder’s Merger Consideration, such excess amount shall not reduce the amount of Merger Consideration paid to other HoldersSurviving Corporation. (d) Each share of SWGB Common Stock (excluding Dissenting Shares, SWGB Restricted Shares and SWGB Cancelled Shares) issued and outstanding at the Effective Time shall cease to be outstanding and shall be converted, in accordance with the terms of this Article II, into and exchanged for the right to receive one (1.00) share of FBMS Common Stock (the “Merger Consideration”).

Merger Consideration. Subject to the provisions of this Agreement, including Sections 3.4 and 3.5, at the Effective Time, automatically by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Parties Company or any shareholder holder of SWGBParent Common Shares or Company Common Shares: (a) Each share of FBMS Common Stock that is common stock of Merger Sub issued and outstanding immediately prior to the Effective Time will automatically be converted into and become one fully paid and nonassessable share of Common Stock, par value $0.01 per share, of the Surviving Corporation and shall remain constitute the only outstanding following shares of capital stock of the Surviving Corporation. From and after the Effective Time and Time, all certificates representing the common stock of Merger Sub shall be unchanged by deemed for all purposes to represent the Mergernumber of shares of common stock of the Surviving Corporation into which they were converted in accordance with the immediately preceding sentence. (b) Each share of SWGB Company Common Stock owned directly by FBMS, SWGB or any of their respective Subsidiaries (other than shares in trust accounts, managed accounts Share issued 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 Time, other than Treasury Shares and except for Dissenting Shares, and each unexercised Company Warrant issued and outstanding as of the Effective Time, will be cancelled and retired at extinguished and automatically converted into the Effective Time without any conversion thereofright to receive one of the following forms of consideration (on a per Company Common Share or Warrant Notional Common Share basis, and no payment shall be made the “Merger Consideration”): (i) for each Company Common Share with respect thereto to which an election to receive shares (a “Share Election”) has been validly made and not revoked (each, a “Share Election Share”), 3.7222 Parent Common Shares (the “SWGB Cancelled SharesShare Consideration”), and for each Company Warrant with respect to which a Share Election has been validly made and not revoked (each, “Share Election Warrant”), the Share Consideration in respect of the number of Warrant Notional Common Shares represented by such Company Warrant, in each case, which Parent Common Shares will be duly authorized and validly issued in accordance with applicable Laws and the Parent Charter; (ii) for each Company Common Share with respect to which an election to receive shares and cash (a “Mixed Election”) has been validly made and not revoked (each, a “Mixed Election Share”), (A) cash in an amount (subject to applicable withholding Tax) equal to $34.75 and (B) 2.7874 Parent Common Shares (collectively, the “Mixed Consideration”), and for each Company Warrant with respect to which a Mixed Election has been validly made and not revoked (each, a “Mixed Election Warrant”), the Mixed Consideration in respect of the number of Warrant Notional Common Shares represented by such Company Warrant, in each case, which Parent Common Shares will be duly authorized and validly issued in accordance with applicable Laws and the Parent Charter; (iii) for each Company Common Share with respect to which an election to receive cash (a “Cash Election”) has been validly made and not revoked (each, a “Cash Election Share”), cash in an amount (subject to applicable withholding Tax) equal to $138.39 (the “Cash Consideration”), and for each Company Warrant with respect to which a Cash Election has been validly made and not revoked (each, a “Cash Election Warrant”), the Cash Consideration in respect of the number of Warrant Notional Common Shares represented by such Company Warrant; and (iv) for each Company Common Share (each, a “Non-Election Share”) or Company Warrant (each, a “Non-Election Warrant”), as applicable, that is not a Share Election Share, Share Election Warrant, Mixed Election Share, Mixed Election Warrant, or Cash Election Share or Cash Election Warrant, such Share Consideration and/or Cash Consideration as is determined in accordance with Section 3.5. (c) Notwithstanding anything in this Agreement to the contrary, all shares of SWGB Stock that are Each Parent Common Share issued and outstanding immediately prior to the Effective Time will remain issued and which are held by a shareholder who did not vote in favor of the Merger (or consent thereto in writing) outstanding 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 Title 14, Chapter 2, Article 13 of the GBCC, shall will not be converted into or be exchangeable for affected by the right to receive the Merger Consideration (the “Dissenting Shares”), but instead the holder of such Dissenting Shares (hereinafter called a “Dissenting Shareholder”) shall be entitled to payment of the fair value of such shares in accordance with the applicable provisions of the GBCC (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 GBCC 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 SWGB Stock under the applicable provisions of the GBCC. If any Dissenting Shareholder shall fail to perfect or effectively withdraw or lose such Holder’s dissenter’s rights under the applicable provisions of the GBCC, each such Dissenting Share shall be deemed to have been converted into and to have become exchangeable for, the right to receive the Merger Consideration, without any interest thereon, in accordance with the applicable provisions of this Agreement. SWGB shall give FBMS (i) prompt notice of any written notices to exercise dissenters’ rights in respect of any shares of SWGB Stock, attempted withdrawals of such notices and any other instruments served pursuant to the GBCC and received by SWGB relating to dissenters’ rights and (ii) the opportunity to participate in negotiations and proceedings with respect to demands for fair value under the GBCC. SWGB shall not, except with the prior written consent of FBMS, voluntarily make any payment with respect to, or settle, or offer or agree to settle, any such demand for payment. Any portion of the Merger Consideration made available to the Exchange Agent pursuant to this Article II to pay for shares of SWGB Stock for which dissenters’ rights have been perfected shall be returned to FBMS upon demand. If the amount paid to a Dissenting Shareholder exceeds such Dissenting Shareholder’s Merger Consideration, such excess amount shall not reduce the amount of Merger Consideration paid to other HoldersMerger. (d) Each share Notwithstanding anything to the contrary in this Agreement, all Company Common Shares (if any) owned by the Company or its wholly-owned Subsidiaries or by Parent or its wholly-owned Subsidiaries as of SWGB Common Stock (excluding Dissenting Shares, SWGB Restricted Shares and SWGB Cancelled Shares) issued and outstanding at immediately prior to the Effective Time shall cease to Time, other than those held in a fiduciary capacity (“Treasury Shares”), will automatically be outstanding cancelled and shall no consideration will be converted, received therefor. (e) Company Preferred Shares will be treated in accordance with the terms of this Article II, into Section 3.7. Company Options and exchanged for the right to receive one (1.00) share of FBMS Common Stock (the “Merger Consideration”)Company Restricted Shares will be treated in accordance with Section 3.8.

Merger Consideration. Subject to the provisions of this Agreement, at the Effective Time, automatically by virtue of the Merger and without any action on the part of the Parties or any shareholder of SWGBSSNF: (a) Each share of FBMS 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 SWGB SSNF Common Stock owned directly by FBMS, SWGB SSNF 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 “SWGB "SSNF Cancelled Shares”"). (c) Notwithstanding anything in this Agreement to the contrary, all shares of SWGB SSNF 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 Title 143, Chapter 2, Article 13 Subtitle 2 of the GBCCMGCL, shall not be converted into or be exchangeable for the right to receive the Merger Consideration (the “"Dissenting Shares”"), but instead the holder of such Dissenting Shares (hereinafter called a “"Dissenting Shareholder”") shall be entitled to payment of the fair value of such shares in accordance with the applicable provisions of the GBCC MGCL (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 GBCC MGCL and this Section 2.01(c)), unless and until such Dissenting Shareholder shall have failed to perfect such holder’s 's right to receive, or shall have effectively withdrawn or lost rights to demand or receive, the fair value of such shares of SWGB SSNF Common Stock under the applicable provisions of the GBCCMGCL. If any Dissenting Shareholder shall fail to perfect or effectively withdraw or lose such Holder’s 's dissenter’s 's rights under the applicable provisions of the GBCCMGCL, each such Dissenting Share shall be deemed to have been converted into and to have become exchangeable for, the right to receive the Merger Consideration, without any interest thereon, in accordance with the applicable provisions of this Agreement. SWGB SSNF shall give FBMS (i) prompt notice of any written notices to exercise dissenters’ ' rights in respect of any shares of SWGB SSNF Common Stock, attempted withdrawals of such notices and any other instruments served pursuant to the GBCC MGCL and received by SWGB SSNF relating to dissenters’ ' rights and (ii) the opportunity to participate in negotiations and proceedings with respect to demands for fair value under the GBCCMGCL. SWGB SSNF shall not, except with the prior written consent of FBMS, voluntarily make any payment with respect to, or settle, or offer or agree to settle, any such demand for payment. Any portion of the Merger Consideration made available to the Exchange Agent pursuant to this Article II to pay for shares of SWGB SSNF Common Stock for which dissenters’ ' rights have been perfected shall be returned to FBMS upon demand. If the amount paid to a Dissenting Shareholder exceeds such Dissenting Shareholder’s 's Merger Consideration, such excess amount shall not reduce the amount of Merger Consideration paid to other Holders. (d) Each Subject to the allocation provisions of this Article II, each share of SWGB Common SSNF Stock (excluding Dissenting Shares, SWGB Restricted Shares and SWGB SSNF Cancelled Shares) issued and outstanding at the Effective Time shall cease to be outstanding and shall be converted, in accordance with the terms of this Article II, into and exchanged for the right to receive one the following: (1.00i) a cash payment, without interest, in an amount equal to $27.00 (individually the "Per Share Cash Consideration"); or (ii) 0.93 (the "Exchange Ratio") of a share of FBMS Common Stock Stock, subject to adjustment as provided in Section 2.01 (e) (the “Merger Consideration”)."

Merger Consideration. Subject to the provisions of this Agreement, at the Effective Time, automatically by virtue of the Merger and without any action on the part of the Parties PNR, PNR USA, MergerCo, MLP, MLP GP or any shareholder holder of SWGBMLP Common Units: (a) Each share of FBMS Common Stock that is The general partner interest in MLP issued and outstanding immediately prior to the Effective Time shall remain unchanged and issued and outstanding following in the Effective Time Surviving Entity, and MLP GP, as the holder of such general partner interest, shall be unchanged by continue as the Mergersole general partner of the Surviving Entity as set forth in the MLP Partnership Agreement. (b) Each share All of SWGB Common Stock owned directly by FBMS, SWGB or any of their respective Subsidiaries (other than shares the limited liability company interests in trust accounts, managed accounts and the like for the benefit of customers or shares held as collateral for MergerCo 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 “SWGB Cancelled Shares”)consideration received therefor. (c) Notwithstanding anything Except as described in this Agreement to the contraryclause (d) or (e) below, all shares of SWGB Stock that are each MLP Common Unit 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 Title 14, Chapter 2, Article 13 of the GBCC, shall not be converted into the right to receive 0.2325 of a share of PNR Common Stock (such ratio, the “Exchange Ratio,” and such amount of a share of PNR Common Stock, including any additional shares of PNR Common Stock received pursuant to Section 3.3(e), the “Merger Consideration”), which shares of PNR Common Stock shall be duly authorized and validly issued in accordance with applicable Laws and the PNR Certificate of Incorporation, as applicable (such shares of PNR Common Stock described in this clause (c) shall be referred to herein as the “New Common Stock”). (d) Notwithstanding anything to the contrary in this Agreement, at the Effective Time, all MLP Common Units owned by MLP or its Subsidiaries or by PNR or its Subsidiaries other than PNR USA shall automatically be exchangeable for cancelled and no consideration received therefor. Notwithstanding anything to the contrary in this Agreement, all MLP Common Units owned by PNR USA immediately prior to the Effective Time shall be unchanged and remain issued and outstanding as MLP Common Units of the Surviving Entity at the Effective Time; such MLP Common Units will, immediately after the Effective Time, constitute all of the issued and outstanding MLP Common Units of, and limited partner interests in, the Surviving Entity, and, thereby, PNR USA shall continue as a limited partner in the Surviving Entity and become the sole limited partner of the Surviving Entity. At the Effective Time, the books and records of MLP shall be revised to reflect that all other limited partners of MLP cease to be limited partners of MLP pursuant to the terms of this Agreement, and MLP shall continue without dissolution. (e) Notwithstanding anything to the contrary in this Agreement: (i) At the Effective Time, any phantom unit representing the right to receive an MLP Common Unit (collectively, the “MLP Phantom Units”) issued under the MLP LTIP and outstanding immediately prior to the Effective Time shall be converted into awards of restricted stock units of PNR Common Stock (“PNR Restricted Stock Units”), with the number of PNR Restricted Stock Units subject to each such converted award of MLP Phantom Units to be determined based on the Exchange Ratio, rounded down to the nearest whole PNR Restricted Stock Unit. The agreements between MLP GP and each such award holder regarding such MLP Phantom Units shall be assumed by PNR, and such awards, as converted pursuant to this Section 3.1(e)(i), shall continue to be governed, on and after the Effective Time, by the terms and conditions of such agreements (subject to the adjustments required by this Section 3.1(e)(i) after giving effect to the Merger) and either by the MLP LTIP as adopted by PNR pursuant to Section 6.15(a) or by the PNR LTIP pursuant to Section 6.15(c). Except to the extent provided in Section 3.1(e)(ii) below, as of the Effective Time, such MLP Phantom Units shall cease to represent the right to receive MLP Common Units. (ii) In addition, to the extent applicable, holders of MLP Phantom Units immediately prior to the Effective Time shall have continued rights to any distribution, without interest, in accordance with the terms and conditions of the applicable award agreements between MLP GP and each such holder (including pursuant to any distribution equivalent rights) with respect to such MLP Phantom Units with a record date occurring prior to the Effective Time that may have been declared or made by the MLP with respect to MLP Common Units in accordance with the terms of this Agreement and which remains unpaid as of the Effective Time. Such distributions shall be paid on the payment date set therefor to such holders of MLP Phantom Units. (iii) Any cash amounts due pursuant to this Section 3.1(e) shall be paid or delivered less all applicable deductions and withholdings required by applicable law to be withheld in respect of such amounts. (f) From and after the Effective Time, no holder of MLP Common Units will be, or will have any rights as, a holder of New Common Stock (including any rights to vote, or any rights to receive dividends on, any shares of New Common Stock), other than the right to receive the Merger Consideration (the “Dissenting Shares”and any cash payable pursuant to Section 3.3(c) upon compliance with Section 3.3(b) or Section 3.3(h), but instead the holder of until such Dissenting Shares (hereinafter called a “Dissenting Shareholder”) shall be entitled to payment of the fair value of such shares in accordance with the applicable provisions of the GBCC (and at the Effective Time, such Dissenting Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to exist and time that such holder shall cease to have has delivered the required documentation and surrendered any rights Certificates or Book-Entry Units as contemplated by Section 3.3(b) or has otherwise complied with respect thereto, except the rights provided for pursuant to the applicable provisions of the GBCC 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 SWGB Stock under the applicable provisions of the GBCC. If any Dissenting Shareholder shall fail to perfect or effectively withdraw or lose such Holder’s dissenter’s rights under the applicable provisions of the GBCC, each such Dissenting Share shall be deemed to have been converted into and to have become exchangeable for, the right to receive the Merger Consideration, without any interest thereon, in accordance with the applicable provisions of this Agreement. SWGB shall give FBMS (i) prompt notice of any written notices to exercise dissenters’ rights in respect of any shares of SWGB Stock, attempted withdrawals of such notices and any other instruments served pursuant to the GBCC and received by SWGB relating to dissenters’ rights and (ii) the opportunity to participate in negotiations and proceedings with respect to demands for fair value under the GBCC. SWGB shall not, except with the prior written consent of FBMS, voluntarily make any payment with respect to, or settle, or offer or agree to settle, any such demand for payment. Any portion of the Merger Consideration made available to the Exchange Agent pursuant to this Article II to pay for shares of SWGB Stock for which dissenters’ rights have been perfected shall be returned to FBMS upon demand. If the amount paid to a Dissenting Shareholder exceeds such Dissenting Shareholder’s Merger Consideration, such excess amount shall not reduce the amount of Merger Consideration paid to other Holders. (d) Each share of SWGB Common Stock (excluding Dissenting Shares, SWGB Restricted Shares and SWGB Cancelled Shares) issued and outstanding at the Effective Time shall cease to be outstanding and shall be converted, in accordance with the terms of this Article II, into and exchanged for the right to receive one (1.00) share of FBMS Common Stock (the “Merger Consideration”3.3(h).

Merger Consideration. Subject to the provisions of this Agreement, at the Effective Time, automatically by virtue of the Merger and without any action on the part of the Parties Buyer, Buyer Bank, Company Bank, Company or any shareholder of SWGBCompany: (a) Each share of FBMS Buyer 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 SWGB Company Common Stock owned directly by FBMS, SWGB or any of their respective Subsidiaries Buyer (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 “SWGB Cancelled Shares”)thereto. (c) Notwithstanding anything in this Agreement to the contrary, all shares Each share of SWGB Company Common Stock that are issued and outstanding immediately prior to the Effective Time (other than treasury stock, Dissenting Shares and which are held by a shareholder who did not vote shares described in favor Section 2.01(b) above) shall, subject in all cases to Section 2.02, become and be converted at the election of the Merger (or consent thereto holder thereof, in writing) and who is entitled to demand and properly demands accordance with the fair value of such shares pursuant toprocedures set forth in Section 2.06, and who complies in all respects with, the provisions of Title 14, Chapter 2, Article 13 of the GBCC, shall not be converted into or be exchangeable for the right to receive the Merger Consideration following consideration, without interest: (i) For each whole share of Company Common Stock with respect to which an election to receive Buyer Common Stock has been effectively made by a holder of Company Common Stock and not revoked or deemed revoked pursuant to Section 2.06 (each a “Stock Election,” and the number of whole shares of Company Common Stock with respect to which such election has been made, “Dissenting Stock Election Shares”), but instead or with respect to which the Exchange Agent has made an allocation of the right to receive Buyer Common Stock under Section 2.02, the Stock Consideration. (ii) For each whole share of Company Common Stock with respect to which an election to receive cash has been effectively made by a holder of Company Common Stock and not revoked or deemed revoked pursuant to Section 2.06 (each a “Cash Election,” and the number of whole shares of Company Common Stock with respect to which such election has been made, the “Cash Election Shares”), or with respect to which the Exchange Agent has made an allocation of the right to receive cash under Section 2.02, the Cash Consideration. For purposes of clarification, any holder of Dissenting Shares shall not be deemed to have made a Cash Election or a Stock Election with respect to such Dissenting Shares (hereinafter called a “Dissenting Shareholder”) shall be entitled to payment of the fair value of such shares in accordance with the applicable provisions of the GBCC (and at the Effective Time, such Dissenting Shares shall no longer not be outstanding deemed Cash Election Shares, Stock Election Shares or Non-Election Shares. (iii) For each whole share of Company Common Stock other than (A) Dissenting Shares and shall automatically be cancelled (B) shares as to which a Stock Election and/or a Cash Election has been effectively made and shall cease to exist and such holder shall cease to have any rights with respect thereto, except the rights provided for not revoked or deemed revoked pursuant to Section 2.06 (collectively, the applicable provisions of the GBCC and this Section 2.01(c)“Non-Election Shares”), 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 SWGB Stock under the applicable provisions of the GBCC. If any Dissenting Shareholder shall fail to perfect or effectively withdraw or lose such Holder’s dissenter’s rights under the applicable provisions of the GBCC, each such Dissenting Share shall be deemed to have been converted into and to have become exchangeable for, the right to receive the Merger Consideration, without any interest thereon, as determined in accordance with the applicable provisions of this Agreement. SWGB shall give FBMS (i) prompt notice of any written notices to exercise dissenters’ rights in respect of any shares of SWGB Stock, attempted withdrawals of such notices and any other instruments served pursuant to the GBCC and received by SWGB relating to dissenters’ rights and (ii) the opportunity to participate in negotiations and proceedings with respect to demands for fair value under the GBCC. SWGB shall not, except with the prior written consent of FBMS, voluntarily make any payment with respect to, or settle, or offer or agree to settle, any such demand for payment. Any portion of the Merger Consideration made available to the Exchange Agent pursuant to this Article II to pay for shares of SWGB Stock for which dissenters’ rights have been perfected shall be returned to FBMS upon demand. If the amount paid to a Dissenting Shareholder exceeds such Dissenting Shareholder’s Merger Consideration, such excess amount shall not reduce the amount of Merger Consideration paid to other HoldersSection 2.02. (d) Each share At least 80% of SWGB the aggregate Merger Consideration to be paid to holders of Company Common Stock will be paid with Buyer Common Stock. Holders of record of shares of Company Common Stock shall have the right to submit an election to receive Buyer Common Stock or cash for each of their Company shares in accordance with Section 2.06. However, to the extent that the aggregate of those elections would result in less than 80% of the aggregate Merger Consideration being paid with Buyer Common Stock, pro-rata adjustments will be made by the Exchange Agent as provided in Section 2.02 to result in a payment of at least 80% of the aggregate Merger Consideration in Buyer Common Stock and the balance of the aggregate Merger Consideration in cash. (excluding Dissenting Sharese) Within one (1) Business Day after the Determination Date, SWGB Restricted Shares the Company shall terminate and SWGB Cancelled Shares) cancel each issued and outstanding at Company Stock Option and SAR and the Company shall pay, no later than five (5) Business Days prior to the Effective Time Time, each holder thereof a cash payment equal to the difference between the per share exercise price, as set forth in such holder’s award agreement with respect to such Company Stock Option or SAR, and the Company Stock Price. (f) Company shall cease take all requisite action so that, prior to the Effective Time, each Company Stock Option, SAR or other Right, contingent or accrued, to acquire or receive Company Common Stock or benefits measured by the value of such shares, and each award of any kind consisting of Company Common Stock that may be outstanding held, awarded, outstanding, payable or reserved for issuance under the Company Stock Plan, or otherwise, immediately prior to the Effective Time, whether or not then vested or exercisable, shall be, by virtue of the Merger and without any further action, terminated and cancelled. Prior to the Effective Time, the Board of Directors of the Company shall adopt any resolutions and take any actions (including obtaining any consents) that may be converted, in accordance with necessary to effectuate the terms provisions of paragraphs (e) and (f) of this Article II, into and exchanged for the right to receive one (1.00) share of FBMS Common Stock (the “Merger Consideration”)Section 2.01.

Merger Consideration. Subject to the provisions of this Agreement, at the Effective Time, automatically by virtue of the Merger and without any action on the part of Buyer, Seller or the Parties or any shareholder shareholders of SWGBeither of the foregoing: (a) Each share of FBMS Common Stock 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 SWGB Seller voting common stock, $0.01 par value per share (including shares of Seller non-voting common stock, $0.01 par value per share, “Seller Common Stock Stock”) owned directly by FBMS, SWGB or any of their respective Subsidiaries Buyer (other than shares in trust accounts, managed accounts and the like 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 (the “SWGB Cancelled Shares”)thereto. (c) Notwithstanding anything in this Agreement Subject to the contrarySection 1.2(e), all shares each share of SWGB Seller Common Stock that are issued and outstanding immediately prior to the Effective Time (other than treasury stock, Dissenting Shares and which are held by a shareholder who did not vote Cancelled Shares) shall become and be converted into the right to receive .0050 validly issued, fully paid and nonassessable shares of Buyer Stock (the “Exchange Ratio”) together with cash in favor lieu of the Merger (or consent thereto any fractional shares 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, accordance with the provisions of Title 14Section 1.2(e) (individually, Chapter 2the “Per Share Purchase Price” and collectively, Article 13 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 award of shares of Seller Common Stock subject to vesting, repurchase or other lapse restriction (a “Seller Restricted Share Award”) granted pursuant to Seller’s equity-based compensation plans identified in Section 3.5(b)(i) of the GBCCDisclosure Memorandum (the “Seller Stock Plans”), whether vested or unvested, that is outstanding as of immediately prior to the Effective Time, shall not become fully vested and shall be cancelled and converted automatically into or be exchangeable for the right to receive the Merger Consideration (the “Dissenting Shares”), but instead the holder in respect of each share of Seller Common Stock underlying such Dissenting Shares (hereinafter called a “Dissenting Shareholder”) shall be entitled Seller Restricted Share Award. Prior to payment of the fair value of such shares in accordance with the applicable provisions of the GBCC (and at the Effective Time, such Dissenting Shares Seller 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 GBCC 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 SWGB Stock under the applicable provisions of the GBCC. If any Dissenting Shareholder shall fail to perfect or effectively withdraw or lose such Holder’s dissenter’s rights under the applicable provisions of the GBCC, each such Dissenting Share shall be deemed to have been converted into and to have become exchangeable for, the right to receive the Merger Consideration, without any interest thereon, in accordance with the applicable provisions of this Agreement. SWGB shall give FBMS (i) prompt notice obtain any necessary consents or make any necessary amendments to the terms of any written notices outstanding Seller Restricted Share Awards and/or Seller Stock Plans to exercise dissenters’ rights in respect of any shares of SWGB Stock, attempted withdrawals of such notices and any other instruments served pursuant give effect to the GBCC and received transactions contemplated by SWGB relating to dissenters’ rights and this Section 1.2(d), (ii) the opportunity take all actions as may be necessary to participate in negotiations and proceedings with respect to demands for fair value under the GBCC. SWGB shall notterminate (and, except as provided in this Section 1.2(d), ensure that neither Seller nor the Bank remains bound by or liable for) any outstanding Seller Restricted Share Awards or other rights to acquire Seller Common Stock and (iii) ensure that the Seller Stock Plans which allow the grant of Seller Restricted Share Awards or other rights to acquire Seller Common Stock, if any, will be amended to eliminate the ability to grant any such Seller Restricted Share Awards or other rights to acquire Seller Common Stock effective as of immediately after the Effective Time. At or as soon as practicable following the Effective Time (which may be in connection with the prior written consent payment of FBMSthe first regular base salary payment due to such holder following the Closing, voluntarily make but in any payment with respect toevent shall occur within thirty (30) days after the Effective Time), Buyer or settle, or offer or agree to settle, any such demand for payment. Any portion of Buyer Bank shall deliver the Merger Consideration made available to the Exchange Agent holders of Seller Restricted Share Awards, without interest. Such payments may be reduced by any Taxes withheld pursuant to this Article II to pay for shares of SWGB Stock for which dissenters’ rights have been perfected shall be returned to FBMS upon demand. If the amount paid to a Dissenting Shareholder exceeds such Dissenting Shareholder’s Merger Consideration, such excess amount shall not reduce the amount of Merger Consideration paid to other Holders. (d) Each share of SWGB Common Stock (excluding Dissenting Shares, SWGB Restricted Shares and SWGB Cancelled Shares) issued and outstanding at the Effective Time shall cease to be outstanding and shall be converted, in accordance with the terms of this Article II, into and exchanged for the right to receive one (1.00) share of FBMS Common Stock (the “Merger Consideration”Section 1.3(g).

Merger Consideration. Subject to the provisions of this Agreement, at the Effective Time, automatically by virtue of the Merger and without any action on the part of Buyer, Seller or the Parties or any shareholder shareholders of SWGBeither of the foregoing: (a) Each share of FBMS Common Stock 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 SWGB Seller voting common stock, $0.01 par value per share (including shares of Seller non-voting common stock, $0.01 par value per share, “Seller Common Stock Stock”) owned directly by FBMS, SWGB or any of their respective Subsidiaries Buyer (other than shares in trust accounts, managed accounts and the like 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 (the “SWGB Cancelled Shares”)thereto. (c) Notwithstanding anything in this Agreement Subject to the contrarySection 1.2(e), all shares each share of SWGB Seller Common Stock that are issued and outstanding immediately prior to the Effective Time (other than treasury stock, Dissenting Shares and which are held by a shareholder who did not vote Cancelled Shares) shall become and be converted into the right to receive .0050 validly issued, fully paid and nonassessable shares of Buyer Stock (the “Exchange Ratio”) together with cash in favor lieu of the Merger (or consent thereto any fractional shares 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, accordance with the provisions of Title 14Section 1.2(e) (individually, Chapter 2the “Per Share Purchase Price” and collectively, Article 13 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 award of shares of Seller Common Stock subject to vesting, repurchase or other lapse restriction (a “Seller Restricted Share Award”) granted pursuant to Seller’s equity-based compensation plans identified in Section 3.5(b)(i) of the GBCCDisclosure Memorandum (the “Seller Stock Plans”), whether vested or unvested, that is outstanding as of immediately prior to the Effective Time, shall not become fully vested and shall be cancelled and converted automatically into or be exchangeable for the right to receive the Merger Consideration (the “Dissenting Shares”), but instead the holder in respect of each share of Seller Common Stock underlying such Dissenting Shares (hereinafter called a “Dissenting Shareholder”) shall be entitled Seller Restricted Share Award. Prior to payment of the fair value of such shares in accordance with the applicable provisions of the GBCC (and at the Effective Time, such Dissenting Shares Seller 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 GBCC 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 SWGB Stock under the applicable provisions of the GBCC. If any Dissenting Shareholder shall fail to perfect or effectively withdraw or lose such Holder’s dissenter’s rights under the applicable provisions of the GBCC, each such Dissenting Share shall be deemed to have been converted into and to have become exchangeable for, the right to receive the Merger Consideration, without any interest thereon, in accordance with the applicable provisions of this Agreement. SWGB shall give FBMS (i) prompt notice obtain any necessary consents or make any necessary amendments to the terms of any written notices outstanding Seller Restricted Share Awards and/or Seller Stock Plans to exercise dissenters’ rights in respect of any shares of SWGB Stock, attempted withdrawals of such notices and any other instruments served pursuant give effect to the GBCC and received transactions contemplated by SWGB relating to dissenters’ rights and this Section 1.2(d), (ii) the opportunity take all actions as may be necessary to participate in negotiations and proceedings with respect to demands for fair value under the GBCC. SWGB shall notterminate (and, except as provided in this Section 1.2(d), ensure that neither Seller nor the Bank remains bound by or liable for) any outstanding Seller Restricted Share Awards or other rights to acquire Seller Common Stock and (iii) ensure that the Seller Stock Plans which allow the grant of Seller Restricted Share Awards or other rights to acquire Seller Common Stock, if any, will be amended to eliminate the ability to grant any such Seller Restricted Share Awards or other rights to acquire Seller Common Stock effective as of immediately after the Effective Time. At or as soon as practicable following the Effective Time (which may be in connection with the prior written consent payment of FBMSthe first regular base salary payment due to such holder following the Closing, voluntarily make but in any payment with respect toevent shall occur within thirty (30) days after the Effective Time), Buyer or settle, or offer or agree to settle, any such demand for payment. Any portion of Buyer Bank shall deliver the Merger Consideration made available to the Exchange Agent holders of Seller Restricted Share Awards, without interest. Such payments may be reduced by any Taxes withheld pursuant to this Article II to pay for shares of SWGB Stock for which dissenters’ rights have been perfected shall be returned to FBMS upon demand. If the amount paid to a Dissenting Shareholder exceeds such Dissenting Shareholder’s Merger Consideration, such excess amount shall not reduce the amount of Merger Consideration paid to other Holders. (d) Each share of SWGB Common Stock (excluding Dissenting Shares, SWGB Restricted Shares and SWGB Cancelled Shares) issued and outstanding at the Effective Time shall cease to be outstanding and shall be converted, in accordance with the terms of this Article II, into and exchanged for the right to receive one (1.00) share of FBMS Common Stock (the “Merger Consideration”Section 1.3(g).

Merger Consideration. Subject to the provisions of this Agreement, at the Effective Time, automatically by virtue of the Merger and without any action on the part of the Parties or any shareholder of SWGBFPB: (a) Each share of FBMS 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 SWGB FPB Common Stock owned directly by FBMS, SWGB FPB 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 “SWGB FPB Cancelled Shares”). (c) Notwithstanding anything in this Agreement to the contrary, all shares of SWGB FPB 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 Title 1412, Chapter 2, Article Part 13 of the GBCCLBCA, shall not be converted into or be exchangeable for the right to receive the Merger Consideration (the “Dissenting Shares”), but instead the holder of such Dissenting Shares (hereinafter called a “Dissenting Shareholder”) shall be entitled to payment of the fair value of such shares in accordance with the applicable provisions of the GBCC LBCA (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 GBCC LBCA 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 SWGB FPB Common Stock under the applicable provisions of the GBCCLBCA. If any Dissenting Shareholder shall fail to perfect or effectively withdraw or lose such Holder’s dissenter’s rights under the applicable provisions of the GBCCLBCA, each such Dissenting Share shall be deemed to have been converted into and to have become exchangeable for, for the right to receive the Merger Consideration, without any interest thereon, in accordance with the applicable provisions of this Agreement. SWGB FPB shall give FBMS (i) prompt notice of any written notices to exercise dissenters’ rights in respect of any shares of SWGB FPB Common Stock, attempted withdrawals of such notices and any other instruments served pursuant to the GBCC LBCA and received by SWGB FPB relating to dissenters’ rights and (ii) the opportunity to participate in negotiations and proceedings with respect to demands for fair value under the GBCCLBCA. SWGB FPB shall not, except with the prior written consent of FBMS, voluntarily make any payment with respect to, or settle, or offer or agree to settle, any such demand for payment. Any portion of the Merger Consideration made available to the Exchange Agent pursuant to this Article II to pay for shares of SWGB FPB Common Stock for which dissenters’ rights have been perfected shall be returned to FBMS upon demand. If the amount paid to a Dissenting Shareholder exceeds such Dissenting Shareholder’s Merger Consideration, such excess amount shall not reduce the amount of Merger Consideration paid to other Holders. (d) Each share of SWGB Common FPB Stock (excluding Dissenting Shares, SWGB Restricted Shares and SWGB FPB Cancelled Shares) issued and outstanding at the Effective Time shall cease to be outstanding and shall be converted, in accordance with the terms of this Article II, into and exchanged for the right to receive one 0.83 (1.00the “Exchange Ratio”) of a share of FBMS Common Stock (the “Merger Consideration”). The Exchange Ratio is subject to adjustment as set forth below: (i) if the Measurement Price (as defined below) is greater than $43.39 per share, then the Exchange Ratio shall be adjusted to equal the quotient (rounded to the nearest ten thousandth of a share) obtained by dividing $36.01 by the Measurement Price; and (ii) if the Measurement Price is less than $34.61 per share, then the Exchange Ratio shall be adjusted to equal the quotient (rounded to the nearest ten thousandth of a share) obtained by dividing $28.73 by the Measurement Price, subject in each case to the Parties’ respective rights to terminate the Agreement pursuant to Section 7.01(i). As used in this Agreement, the term “Measurement Price” means the average closing price of a share of FBMS Common Stock on the NASDAQ Global Select Market over the ten (10) trading days ending five (5) Business Days immediately prior to the Closing Date.

Merger Consideration. (a) Subject to the provisions of this Agreement and with the exception of the Initial Company Shares, which Initial Company Shares shall be cancelled as of the Effective Time and with respect to which no Merger Consideration (as defined below) shall be payable, all of the issued and outstanding shares (such shares, exclusive of such Initial Company Shares as the "COMPANY SHARES") of the capital stock of the Company (the "COMPANY CAPITAL STOCK") (as more specifically described in Section 3.6), 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 Company Shares, 8,196,876 shares of Purchaser Stock (the "MERGER CONSIDERATION"), which Merger Consideration shall be adjusted as provided in Section 2.3(b) below. (b) The number of shares of Purchaser Stock constituting the Merger Consideration shall be increased by one share of Purchaser Stock for each share Purchaser Stock issued between the date hereof and the Effective Time upon the conversion of any shares of convertible preferred stock of Purchaser. (c) Each share of Company Stock held in the treasury of the Company shall be canceled as of the Effective Time and no Merger Consideration shall be payable with respect thereto. (d) Subject to the provisions of this Agreement, at the Effective Time, automatically the shares of Merger 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 Parties or any shareholder of SWGB: (a) Each holder thereof, into one share of FBMS the common stock of the Surviving Corporation (the "SURVIVING CORPORATION COMMON STOCK"), which one share of the Surviving Corporation Common Stock that is shall constitute all of the issued and outstanding immediately prior to capital stock of the Effective Time shall remain outstanding following the Effective Time Surviving Corporation and shall be unchanged owned by the MergerPurchaser. (b) Each share of SWGB Common Stock owned directly by FBMS, SWGB 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 “SWGB Cancelled Shares”). (c) Notwithstanding anything in this Agreement to the contrary, all shares of SWGB 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 Title 14, Chapter 2, Article 13 of the GBCC, shall not be converted into or be exchangeable for the right to receive the Merger Consideration (the “Dissenting Shares”), but instead the holder of such Dissenting Shares (hereinafter called a “Dissenting Shareholder”) shall be entitled to payment of the fair value of such shares in accordance with the applicable provisions of the GBCC (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 GBCC 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 SWGB Stock under the applicable provisions of the GBCC. If any Dissenting Shareholder shall fail to perfect or effectively withdraw or lose such Holder’s dissenter’s rights under the applicable provisions of the GBCC, each such Dissenting Share shall be deemed to have been converted into and to have become exchangeable for, the right to receive the Merger Consideration, without any interest thereon, in accordance with the applicable provisions of this Agreement. SWGB shall give FBMS (i) prompt notice of any written notices to exercise dissenters’ rights in respect of any shares of SWGB Stock, attempted withdrawals of such notices and any other instruments served pursuant to the GBCC and received by SWGB relating to dissenters’ rights and (ii) the opportunity to participate in negotiations and proceedings with respect to demands for fair value under the GBCC. SWGB shall not, except with the prior written consent of FBMS, voluntarily make any payment with respect to, or settle, or offer or agree to settle, any such demand for payment. Any portion of the Merger Consideration made available to the Exchange Agent pursuant to this Article II to pay for shares of SWGB Stock for which dissenters’ rights have been perfected shall be returned to FBMS upon demand. If the amount paid to a Dissenting Shareholder exceeds such Dissenting Shareholder’s Merger Consideration, such excess amount shall not reduce the amount of Merger Consideration paid to other Holders. (d) Each share of SWGB Common Stock (excluding Dissenting Shares, SWGB Restricted Shares and SWGB Cancelled Shares) issued and outstanding at the Effective Time shall cease to be outstanding and shall be converted, in accordance with the terms of this Article II, into and exchanged for the right to receive one (1.00) share of FBMS Common Stock (the “Merger Consideration”).

Merger Consideration. Subject to the provisions of this Agreement, at the Effective Time, automatically by virtue of the Merger and without any action on the part of the Parties or any shareholder of SWGB: (a) Each share of FBMS Common Stock that is issued and outstanding immediately prior share of (i) the Class A common stock of the Company, par value $0.0001 per share (the “Class A Common Stock”) and (ii) the Class B common stock of the Company, par value $0.0001 per share (the “Class B Common Stock”) (with respect to both (i) and (ii) excluding any Shares granted in the Effective Time shall remain outstanding following the Effective Time and form of restricted Shares, which shall be unchanged by treated pursuant to Section 3.3(c)), (the Merger. (b) Each share of SWGB Class A Common Stock owned directly by FBMS, SWGB or any of their respective Subsidiaries (other than shares in trust accounts, managed accounts and the like for Class B Common Stock each a “Share” and, collectively, the benefit of customers or shares held as collateral for outstanding debt previously contracted“Shares”) immediately prior to the Effective Time other than (A) Shares owned by Parent, Merger Sub or any other Affiliate (as used in this Agreement, the term “Affiliate” shall be cancelled and retired at have the Effective Time without any conversion thereofmeanings provided in Rule 12b-2 under the Securities Exchange Act of 1934, as amended, and no payment shall be made with respect thereto the rules and regulations promulgated thereunder (the “SWGB Cancelled Exchange Act”)) of Parent that is directly or indirectly wholly owned by the ultimate parent of Parent, (B) Shares owned by the Company or any direct or indirect wholly owned Subsidiary of the Company (each of such Shares described in clauses (i) and (ii), an “Excluded Share” and collectively, the “Excluded Shares”). (c) Notwithstanding anything in this Agreement to the contrary, all shares of SWGB 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 Title 14, Chapter 2, Article 13 of the GBCC(C) any Dissenting Shares, shall not be converted into or be exchangeable for the right to receive the Merger Consideration an amount in cash equal to $315.00 (the “Dissenting SharesPer Share Merger Consideration”), but instead the holder of such Dissenting Shares (hereinafter called a “Dissenting Shareholder”) shall be entitled to payment of the fair value of such shares in accordance with the applicable provisions of the GBCC (and at . At the Effective Time, such all of the Shares (other than the Excluded Shares and the Dissenting Shares Shares) shall no longer cease to be outstanding and outstanding, shall automatically be cancelled and shall cease to exist exist, and thereafter any Shares represented by a certificate representing such holder shall cease to Shares (a “Certificate”) or otherwise if the Company does not then have any rights with respect theretocertificated Shares, except the rights provided for pursuant to the applicable provisions number of uncertificated Shares represented by book-entry (the GBCC “Book-Entry Shares”) (in each case, other than the Excluded Shares and this Section 2.01(c)), unless and until such the Dissenting Shareholder Shares) 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 SWGB Stock under the applicable provisions of the GBCC. If any Dissenting Shareholder shall fail to perfect or effectively withdraw or lose such Holder’s dissenter’s rights under the applicable provisions of the GBCC, each such Dissenting Share shall be deemed to have been converted into and to have become exchangeable for, represent only the right to receive the Per Share Merger Consideration, without any interest thereon, in accordance with . For the applicable provisions purposes of this Agreement. SWGB shall give FBMS (i) prompt notice of any written notices to exercise dissenters’ rights in respect of any shares of SWGB Stock, attempted withdrawals of such notices and any other instruments served pursuant to the GBCC and received by SWGB relating to dissenters’ rights and (ii) the opportunity to participate in negotiations and proceedings term “Subsidiary” means, with respect to demands for fair value under the GBCC. SWGB shall not, except with the prior written consent of FBMS, voluntarily make any payment with respect to, or settle, or offer or agree to settlePerson, any such demand for payment. Any portion other Person of which at least a majority of the Merger Consideration made available securities or ownership interests having by their terms ordinary voting power to elect a majority of the Exchange Agent pursuant to this Article II to pay for shares board of SWGB Stock for which dissenters’ rights have been perfected shall be returned to FBMS upon demand. If the amount paid to a Dissenting Shareholder exceeds directors or other Persons performing similar functions is directly or indirectly owned or controlled by such Dissenting Shareholder’s Merger Consideration, such excess amount shall not reduce the amount Person and/or by one or more of Merger Consideration paid to other Holdersits Subsidiaries. (d) Each share of SWGB Common Stock (excluding Dissenting Shares, SWGB Restricted Shares and SWGB Cancelled Shares) issued and outstanding at the Effective Time shall cease to be outstanding and shall be converted, in accordance with the terms of this Article II, into and exchanged for the right to receive one (1.00) share of FBMS Common Stock (the “Merger Consideration”).

Merger Consideration. Subject to (a) At the provisions of this Agreement, at the Merger Effective Time, automatically by virtue of the Merger and without any further action on the part of the Parties any party hereto or any shareholder holder of SWGBcapital stock of the Company: (ai) Each share of FBMS each Company Common Stock that is Share issued and outstanding immediately prior to the Merger Effective Time shall remain outstanding following the Effective Time and shall be unchanged that is owned by the Merger. (b) Each share of SWGB Common Stock owned directly Company as treasury stock or by FBMS, SWGB Parent or any of their respective its wholly owned Subsidiaries (other than than, in each case, shares in trust accounts, managed accounts, custodial accounts and the like for the benefit of customers or shares held as collateral for outstanding debt previously contractedthat are beneficially owned by third parties) immediately prior to the Effective Time shall automatically be cancelled and retired at the Effective Time without any conversion thereofand shall cease to exist, and no payment shall be made with respect thereto (the “SWGB Cancelled Shares”).thereto; and (cii) Notwithstanding anything in this Agreement to the contrary, all shares of SWGB Stock that are each Company Common Share issued and outstanding immediately prior to the Merger Effective Time Time, other than (A) Company Common Shares cancelled pursuant to Section 2.1(a)(i) and which (B) shares that are held owned by stockholders who have perfected and not withdrawn a shareholder who did not vote in favor demand for appraisal rights pursuant to Section 262 of the Merger DGCL (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 Title 14, Chapter 2, Article 13 of the GBCC, shall not be converted into or be exchangeable for the right to receive the Merger Consideration (the “Dissenting Shares”), but instead shall automatically be converted into the holder of such Dissenting Shares right to receive an amount in cash equal to the Offer Price, without interest (hereinafter called a the “Dissenting ShareholderMerger Consideration”) shall be entitled ). At any time prior to payment the date of the fair value of such shares Company Stockholder Meeting, Parent may, in accordance with its sole and absolute discretion, increase the applicable provisions Merger Consideration without the consent of the GBCC Company. (and b) The shares of common stock of Purchaser Sub outstanding immediately prior to the Merger Effective Time will each, at the Merger Effective Time, such automatically be converted into and become one fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Company and will constitute all of the issued and outstanding shares of common stock of the Surviving Company immediately after the Merger Effective Time. (c) At the Merger Effective Time, all Company Common Shares (other than Dissenting Shares Shares) shall no longer be outstanding and shall automatically be cancelled canceled and retired and shall cease to exist exist, and such each holder of a Common Share Certificate shall cease to have any rights with respect thereto, except the rights provided for pursuant to the applicable provisions of the GBCC 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 SWGB Stock under the applicable provisions of the GBCC. If any Dissenting Shareholder shall fail to perfect or effectively withdraw or lose such Holder’s dissenter’s rights under the applicable provisions of the GBCC, each such Dissenting Share shall be deemed to have been converted into and to have become exchangeable for, the right to receive the Merger Consideration, without any interest thereon, Consideration to be paid in consideration therefor upon the surrender of such Common Share Certificates in accordance with the applicable provisions of this Agreement. SWGB shall give FBMS (i) prompt notice of any written notices to exercise dissenters’ rights in respect of any shares of SWGB Stock, attempted withdrawals of such notices and any other instruments served pursuant to the GBCC and received by SWGB relating to dissenters’ rights and (ii) the opportunity to participate in negotiations and proceedings with respect to demands for fair value under the GBCC. SWGB shall not, except with the prior written consent of FBMS, voluntarily make any payment with respect to, or settle, or offer or agree to settle, any such demand for payment. Any portion of the Merger Consideration made available to the Exchange Agent pursuant to this Article II to pay for shares of SWGB Stock for which dissenters’ rights have been perfected shall be returned to FBMS upon demand. If the amount paid to a Dissenting Shareholder exceeds such Dissenting Shareholder’s Merger Consideration, such excess amount shall not reduce the amount of Merger Consideration paid to other HoldersSection 2.9. (d) Each share of SWGB Common Stock (excluding Dissenting Shares, SWGB Restricted Shares and SWGB Cancelled Shares) issued and outstanding at the Effective Time shall cease to be outstanding and shall be converted, in accordance with the terms of this Article II, into and exchanged for the right to receive one (1.00) share of FBMS Common Stock (the “Merger Consideration”).