Common use of The Merger Clause in Contracts

The Merger. (a) Subject to the terms and conditions of this Agreement, at the Effective Time (as defined in Section 1.4), the Company and Sub shall consummate a merger (the “Merger”) in accordance with the DGCL pursuant to which (i) Sub will be merged with and into the Company and the separate corporate existence of Sub will thereupon cease; (ii) the Company will be the successor or surviving corporation in the Merger and will continue to be governed by the Laws of the State of Delaware; (iii) the separate corporate existence of the Company with all its rights, privileges, immunities, powers and franchises will continue unaffected by the Merger; and (iv) the Company will succeed to and assume all the rights and obligations of Sub. The corporation surviving the Merger is sometimes hereinafter referred to as the “Surviving Corporation.” The Merger shall have the effects set forth in the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all the property, rights, privileges, powers and franchises of the Company and Sub shall be vested in the Surviving Corporation, and all debts, liabilities and duties of the Company and Sub shall become the debts, liabilities and duties of the Surviving Corporation. (b) At the Effective Time, the certificate of incorporation of the Company shall, by virtue of the Merger, be amended and restated in its entirety to read in the form of Annex III and, as so amended, shall be the certificate of incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Law. (c) At the Effective Time, and without any further action on the part of the Company and Sub, the bylaws of the Company shall be amended and restated in their entirety to be identical to the bylaws of Sub as in effect immediately prior to the Effective Time (except that such bylaws shall be amended to reflect that the name of the Surviving Corporation shall be VNUS Medical Technologies, Inc.), and, as so amended, shall be the bylaws of the Surviving Corporation until thereafter changed or amended as provided by the DGCL, the certificate of incorporation of the Surviving Corporation and such bylaws.

The Merger. (a) Subject to Upon the terms and subject to the conditions of set forth in this Agreement, and in accordance with the DGCL, at the Effective Time (as defined in Section 1.4)Time, the Company and Sub Purchaser shall consummate a merger (the “Merger”) in accordance with the DGCL pursuant to which (i) Sub will be merged with and into the Company and the separate corporate existence of Sub will thereupon cease; (ii) the Company will be the successor or surviving corporation in the Merger and will continue to be governed by the Laws Company. As a result of the State of Delaware; (iii) Merger, the separate corporate existence of the Company with all its rightsPurchaser shall cease, privileges, immunities, powers and franchises will continue unaffected by the Merger; and (iv) the Company will succeed to and assume all shall continue as the rights and obligations surviving corporation of Sub. The corporation surviving the Merger is sometimes hereinafter referred to as (the “Surviving Corporation.” ”). The Merger shall have the effects set forth in the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all of the property, rights, privileges, immunities, powers and franchises of the Company and Sub the Purchaser shall be vested vest in the Surviving Corporation, and all of the debts, liabilities and duties of the Company and Sub the Purchaser shall become the debts, liabilities and duties of the Surviving Corporation. (b) At the Effective Time, the certificate of incorporation of the Company shall, by virtue of the Merger, be amended and restated so as to read in its entirety to read in the form of Annex III set forth as Exhibit A hereto, and, as so amended, shall be the certificate of incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Law. (c) At . In addition, the Company and the Surviving Corporation shall take all necessary action such that, at the Effective Time, and without any further action on the part of the Company and Sub, the bylaws of the Company shall be amended and restated in their entirety to be identical to the bylaws of Sub as in effect immediately prior to the Effective Time (except that such bylaws shall be amended to reflect that the name of the Surviving Corporation shall be VNUS Medical Technologiesamended so as to read in its entirety in the form set forth as Exhibit B hereto, Inc.), and, as so amended, shall be the bylaws of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Law. (c) The directors of the DGCLPurchaser immediately prior to the Effective Time shall, from and after the Effective Time, be the initial directors of the Surviving Corporation, each to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation until their respective successors shall have been duly elected, designated or qualified, or until their earlier death, resignation or removal in accordance with the certificate of incorporation and bylaws of the Surviving Corporation. The officers of the Company immediately prior to the Effective Time, from and after the Effective Time, shall continue as the officers of the Surviving Corporation, each to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation until their respective successors shall have been duly elected, designated or qualified, or until their earlier death, resignation or removal in accordance with the certificate of incorporation and bylaws of the Surviving Corporation. (d) If at any time after the Effective Time, the Surviving Corporation shall determine, in its sole discretion, or shall be advised, that any deeds, bills of sale, instruments of conveyance, assignments, assurances or any other actions or things are necessary or desirable to vest, perfect or confirm of record or otherwise in the Surviving Corporation its right, title or interest in, to or under any of the rights, properties or assets of either of the Company or the Purchaser acquired or to be acquired by the Surviving Corporation as a result of, or in connection with, the Merger or otherwise to carry out this Agreement, then the officers and directors of the Surviving Corporation shall be authorized to execute and deliver, in the name and on behalf of either the Company or the Purchaser, all such bylawsdeeds, bills of sale, instruments of conveyance, assignments and assurances and to take and do, in the name and on behalf of each of such corporations or otherwise, all such other actions and things as may be necessary or desirable to vest, perfect or confirm any and all right, title or interest in, to and under such rights, properties or assets in the Surviving Corporation or otherwise to carry out this Agreement.

The Merger. (a) Subject to Upon the terms and subject to the conditions of set forth in this Agreement, and in accordance with the DGCL, at the Effective Time (as defined in Section 1.4)Time, the Company and Merger Sub shall consummate a merger (the “Merger”) in accordance with the DGCL pursuant to which (i) Sub will be merged with and into the Company and Company. As a result of the Merger, the separate corporate existence of Merger Sub will thereupon shall cease; (ii) , and the Company will be shall continue as the successor or surviving corporation in of the Merger and will continue to be governed by the Laws a wholly-owned Subsidiary of the State of Delaware; Parent (iii) the separate corporate existence of the Company with all its rights, privileges, immunities, powers and franchises will continue unaffected by the Merger; and (iv) the Company will succeed to and assume all the rights and obligations of Sub. The corporation surviving the Merger is sometimes hereinafter referred to as the “Surviving Corporation.” ”). The Merger shall be effected pursuant to the Section 251(h) of DGCL and shall have the effects set forth in this Agreement and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all of the property, rights, privileges, immunities, powers and franchises of the Company and Merger Sub shall be vested vest in the Surviving Corporation, and all of the debts, liabilities and duties of the Company and Merger Sub shall become the debts, liabilities and duties of the Surviving Corporation. The Offer, the Merger and other transactions contemplated by this Agreement are referred to herein as the “Transactions.” (b) At the Effective Time, by virtue of the Merger and without the necessity of further action by the Company or any other Person, the certificate of incorporation of the Company shallCompany, by virtue of the Merger, be as amended and restated in its entirety to read in the form attached hereto as Exhibit A, shall be the certificate of Annex III andincorporation of the Surviving Corporation, as so amended, and such certificate of incorporation shall be the certificate of incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Law. Law (c) At subject to Section 5.8). In addition, at the Effective Time, by virtue of the Merger and without any the necessity of further action on the part of by the Company and Subor any other Person, the bylaws of the Company shall be Company, as amended and restated in their entirety to the form attached hereto as Exhibit B, shall be identical to the bylaws of Sub as in effect immediately prior to the Effective Time (except that Surviving Corporation, and such bylaws shall be amended to reflect that the name of the Surviving Corporation shall be VNUS Medical Technologies, Inc.), and, as so amended, shall be the bylaws of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Law (subject to Section 5.8). (c) At the Effective Time, by virtue of the Merger and without the necessity of further action by the DGCLCompany or any other person, the directors of Merger Sub immediately prior to the Effective Time or such other individuals designated by Parent as of the Effective Time shall become the directors of the Surviving Corporation, each to hold office, from and after the Effective Time, in accordance with the certificate of incorporation and bylaws of the Surviving Corporation until their respective successors shall have been duly elected, designated or qualified, or until their earlier death, resignation or removal in accordance with the certificate of incorporation and bylaws of the Surviving Corporation. The officers of the Company immediately prior to the Effective Time, from and after the Effective Time, shall continue as the officers of the Surviving Corporation, each to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation until their respective successors shall have been duly elected, designated or qualified, or until their earlier death, resignation or removal in accordance with the certificate of incorporation and bylaws of the Surviving Corporation. (d) If, at any time after the Effective Time, the Surviving Corporation shall determine, in its sole discretion, or shall be advised, that any deeds, bills of sale, instruments of conveyance, assignments, assurances or any other actions or things are necessary or desirable to vest, perfect or confirm of record or otherwise in the Surviving Corporation its right, title or interest in, to or under any of the rights, properties or assets of either of the Company or Merger Sub acquired or to be acquired by the Surviving Corporation as a result of, or in connection with, the Merger or otherwise to carry out this Agreement, then the officers and directors of the Surviving Corporation shall be authorized to execute and deliver, in the name and on behalf of either the Company or Merger Sub, all such bylawsdeeds, bills of sale, instruments of conveyance, assignments and assurances and to take and do, in the name and on behalf of each of such corporations or otherwise, all such other actions and things as may be necessary or desirable to vest, perfect or confirm any and all right, title or interest in, to and under such rights, properties or assets in the Surviving Corporation or otherwise to carry out this Agreement.

The Merger. (a) Subject to Upon the terms and conditions of this Agreement, at the Effective Time (as defined in Section 1.4herein), the Company and Sub shall consummate a merger be merged with and into MailKey (the “Merger”"MERGER") in accordance with the DGCL pursuant to which provisions of the General Corporation Law of the State of Delaware (ithe "DGCL") Sub will be merged with and into the Company and corporate laws of the British Virgin Islands ("BVI"), the separate corporate existence of Sub will thereupon cease; (ii) shall cease and MailKey shall continue as the Company will be the successor or surviving corporation in (the Merger and will continue to be governed by "SURVIVING CORPORATION") under the Laws laws of the State of Delaware; (iii) the separate corporate existence of the Company with all its rights, privileges, immunities, powers and franchises will continue unaffected by the Merger; and (iv) the Company will succeed to and assume all the rights and obligations of Sub. The corporation surviving the Merger is sometimes hereinafter referred to as the “Surviving Corporation.” The Merger shall have the effects set forth in the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all the property, rights, privileges, powers and franchises of the Company and Sub shall be vested in the Surviving Corporation, and all debts, liabilities and duties of the Company and Sub shall become the debts, liabilities and duties of the Surviving CorporationBVI. (b) At The Merger shall become effective upon the Effective Time, later of (i) the filing and acceptance of a certificate of incorporation merger with the Secretary of State of the Company shall, by virtue State of Delaware (the "CERTIFICATE OF MERGER") in accordance with the provisions of Section 252 of the Merger, be amended DGCL; and restated in its entirety to read in (ii) the form filing and acceptance of Annex III and, as so amended, shall be the a certificate of incorporation merger with the Registrar of International Companies of BVI (the Surviving Corporation until thereafter changed or amended "BVI CERTIFICATE OF MERGER"). The date and time when the Merger shall become effective is referred to herein as provided therein or by applicable Lawthe "EFFECTIVE TIME." (c) At the Effective Time: (i) MailKey shall continue its existence under the laws of the BVI as the Surviving Corporation; (ii) the separate corporate existence of Sub shall cease; (iii) all rights, title and interests to all assets, whether tangible or intangible and any property or property rights owned by Sub shall be allocated to and vested in the Surviving Corporation without reversion or impairment, without further act or deed, and without any further action on transfer or assignment having occurred, but subject to any existing liens or other Encumbrances thereon, and all liabilities and obligations of Sub shall be allocated to the part Surviving Corporation, which shall be the primary obligor therefor and, except as otherwise provided by law or contract, no other party to the Merger, other than the Surviving Corporation, shall be liable therefor; and (iv) Each of Sub and MailKey shall execute and deliver, and file or cause to be filed with the Secretary of State of the Company State of Delaware the Certificate of Merger, and Sub, with the bylaws Registrar of International Companies of the Company BVI the BVI Certificate of Merger with such amendments thereto as the parties hereto shall be amended and restated in their entirety to be identical to the bylaws deem mutually acceptable. (d) MEMORANDUM OF ASSOCIATION AND ARTICLES OF ASSOCIATION. (i) The Memorandum of Sub Association of MailKey, as in effect immediately prior to the Effective Time (except that such bylaws shall be amended to reflect that the name of the Surviving Corporation shall be VNUS Medical Technologies, Inc.), and, as so amendedTime, shall be the bylaws Memorandum of Association of the Surviving Corporation Company until thereafter changed or amended as provided therein or by applicable law. (ii) The Articles of Association of MailKey, as in effect immediately prior to the DGCLEffective Time, shall be the certificate Articles of incorporation Association of the Surviving Corporation and such bylawsCompany until thereafter amended as provided therein or by applicable law.

The Merger. (a) Subject to Upon the terms and subject to the satisfaction or written waiver (where permitted by applicable Law) of the conditions set forth in Article VII, and in accordance with the applicable provisions of this Agreementthe DGCL, at the Effective Time (as defined in Section 1.4)Time, the Company and Sub Purchaser shall consummate a merger (the “Merger”) in accordance with the DGCL pursuant to which (i) Sub will be merged with and into the Company and the separate corporate existence of Sub will thereupon cease; (ii) the Company will be the successor or surviving corporation in the Merger and will continue to be governed by the Laws Company. As a result of the State of Delaware; (iii) Merger, the separate corporate existence of the Company with all its rightsPurchaser shall cease, privileges, immunities, powers and franchises will continue unaffected by the Merger; and (iv) the Company will succeed to and assume all shall continue as the rights and obligations surviving corporation of Sub. The corporation surviving the Merger is sometimes hereinafter referred to as (the “Surviving Corporation.” The ”). At the Effective Time, the Merger shall have the effects set forth in the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all of the property, rights, privileges, immunities, powers and franchises of the Company and Sub the Purchaser shall be vested vest in the Surviving Corporation, and all of the debts, liabilities and duties of the Company and Sub the Purchaser shall become the debts, liabilities and duties of the Surviving Corporation. (b) At the Effective Time, the certificate of incorporation of the Company Surviving Corporation shall, by virtue of the Merger, be amended and restated so as to read in its entirety to read in the form of Annex III andset forth as Exhibit A hereto, as so amended, shall be the certificate of incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Law. (c) At the Effective Time, and without any further action on the part of the Company and Sub. In addition, the bylaws of the Company shall be amended and restated in their entirety to be identical to the bylaws of Sub as in effect immediately prior to the Effective Time (except that such bylaws shall be amended to reflect that the name of the Surviving Corporation shall be VNUS Medical Technologiesamended so as to read in their entirety in the form set forth as Exhibit B hereto, Inc.), and, as so amended, shall be the bylaws of the Surviving Corporation until thereafter changed or amended as provided by the DGCLtherein, in the certificate of incorporation of the Surviving Corporation or by applicable Law. (c) The directors of the Purchaser immediately prior to the Effective Time shall, from and after the Effective Time, be the initial directors of the Surviving Corporation, each to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation until their respective successors shall have been duly elected, designated or qualified, or until their earlier death, resignation or removal in accordance with the certificate of incorporation and bylaws of the Surviving Corporation. The officers of the Company immediately prior to the Effective Time, from and after the Effective Time, shall be the initial officers of the Surviving Corporation, each to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation until their respective successors shall have been duly elected, designated or qualified, or until their earlier death, resignation or removal in accordance with the certificate of incorporation and bylaws of the Surviving Corporation. (d) If at any time after the Effective Time, the Surviving Corporation shall determine, in its sole discretion, or shall be advised, that any deeds, bills of sale, instruments of conveyance, assignments, assurances or any other actions or things are necessary or desirable to vest, perfect or confirm of record or otherwise in the Surviving Corporation its right, title or interest in, to or under any of the rights, properties or assets of either of the Company or the Purchaser acquired or to be acquired by the Surviving Corporation as a result of, or in connection with, the Merger or otherwise to carry out this Agreement, then the officers and directors of the Surviving Corporation shall be authorized to execute and deliver, in the name and on behalf of either the Company or the Purchaser, all such bylawsdeeds, bills of sale, instruments of conveyance, assignments and assurances and to take and do, in the name and on behalf of each of such corporations or otherwise, all such other actions and things as may be necessary or desirable to vest, perfect or confirm any and all right, title or interest in, to and under such rights, properties or assets in the Surviving Corporation or otherwise to carry out this Agreement.

The Merger. (a) Subject to the terms and conditions of this Agreement, at the Effective Time (as defined in Section 1.4)Time, the Company and Sub shall consummate a merger (the “Merger”) in accordance with the DGCL pursuant to which (i) Sub will be merged with and into the Company and the separate corporate existence of Sub will thereupon cease; (ii) the Company will be the successor or surviving corporation in the Merger and will continue to be governed by the Laws of the State of Delaware; (iii) the separate corporate existence of the Company with all its rights, privileges, immunities, powers and franchises will continue unaffected by the Mergercontinue; and (iv) the Company will succeed to and assume all the rights and obligations of Sub. The corporation surviving the Merger is sometimes hereinafter referred to as the “Surviving Corporation.” The Merger shall have the effects set forth in the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all the property, rights, privileges, powers and franchises of the Company and Sub shall be vested in the Surviving Corporation, and all debts, liabilities and duties of the Company and Sub shall become the debts, liabilities and duties of the Surviving Corporation. (b) At the Effective Time, the certificate of incorporation of the Company shall, by virtue of the Merger, be amended and restated in its entirety to read be in the form of Annex III and, as so amended, shall be the certificate of incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Law. (c) At the Effective Time, and without any further action on the part of the Company and or Sub, the bylaws of the Company shall be amended and restated in their entirety to be identical to the bylaws of Sub as in effect immediately prior to the Effective Time (except that such bylaws shall be amended to reflect that the name of the Surviving Corporation shall be VNUS Medical Technologies, Inc.Adolor Corporation), and, as so amended, shall be the bylaws of the Surviving Corporation until thereafter changed or amended as provided by the DGCL, the certificate of incorporation of the Surviving Corporation and such bylaws.

The Merger. (a) Subject to On the terms and subject to the conditions of this Agreement, at the Effective Time (as defined in Section 1.4), the Company and Merger Sub shall will consummate a merger (the “Merger”) Merger in accordance with the DGCL pursuant to which DGCL, such that, at the Effective Time, (i) Merger Sub will be merged with and into the Company Company, and the separate corporate existence of Merger Sub will thereupon cease; , (ii) the Company will be the successor or surviving corporation in the Merger and will continue to be governed by the Laws of the State of Delaware; , (iii) the separate corporate existence of the Company with all its rights, privileges, immunities, powers powers, objects and franchises purposes will continue unaffected by the Merger; and (iv) the Company will succeed to and automatically assume all the rights and obligations of Merger Sub. The corporation surviving the Merger is sometimes hereinafter referred to as the “Surviving Corporation.” The Merger shall will have the effects set forth in the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all the property, rights, privileges, powers immunities, powers, objects and franchises purposes of the Company and Merger Sub shall will be vested in the Surviving Corporation, and all claims, debts, liabilities and duties obligations of the Company and Merger Sub shall become will be the claims, debts, liabilities and duties obligations of the Surviving Corporation. (b) At the Effective Time, the certificate of incorporation of the Company shallwill, by virtue of the Merger, be amended and restated in its entirety to read be as set forth in the form of Annex III II and, as so amended, shall will be the certificate of incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Law.. The name of the Surviving Corporation will be “Seagen Inc.” (c) At the Effective Time, and without any further action on the part of the Company and or Merger Sub, the bylaws of the Company shall will be amended and restated in their entirety to be identical to the bylaws of Merger Sub as in effect immediately prior to the Effective Time (Time, except that such bylaws shall all references therein to Merger Sub will be amended deemed to reflect that the name of be references to the Surviving Corporation shall be VNUS Medical Technologies, Inc.)Corporation, and, as so amended, shall will be the bylaws of the Surviving Corporation until thereafter changed or amended as provided therein or by the DGCL, the certificate of incorporation of the Surviving Corporation and such bylawsapplicable Law.

The Merger. (a) Subject to On the terms and subject to the conditions of this Agreement, at the Effective Time (as defined in Section 1.4), the Company and Merger Sub shall will consummate a merger (the “Merger”) Merger in accordance with the DGCL pursuant to which BVI Act, such that, at the Effective Time, (i) Merger Sub will be merged with and into the Company Company, and the separate corporate existence of Merger Sub will thereupon cease; , (ii) the Company will be the successor or surviving corporation company in the Merger and will continue to be governed by the Laws of the State of Delaware; British Virgin Islands, (iii) the separate corporate existence of the Company with all its rights, privileges, immunities, powers powers, objects and franchises purposes will continue unaffected by the Merger; and (iv) the Company will succeed to and automatically assume all the rights and obligations of Merger Sub; provided, that in the event the Closing has not occurred on or prior to December 30, 2022, Parent may elect in its sole discretion to consummate the Merger in accordance with Section 1.1 of the Company Disclosure Letter (and otherwise in accordance with the steps plan attached as Schedule H to the Separation and Distribution Agreement) rather than in accordance with the provisions of this Section 1.1 and the parties hereto will cooperate and use reasonable best efforts to amend necessary documentation, obtain consents and otherwise to further consummation of the Merger in accordance with the step plan set forth on Section 1.1 of the Company Disclosure Letter. The corporation company surviving the Merger is sometimes hereinafter referred to pursuant to the BVI Act as the “Surviving CorporationCompany.” The Merger shall will have the effects set forth in the DGCLapplicable provisions of the BVI Act. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all the property, rights, privileges, powers immunities, powers, objects and franchises purposes of the Company and Merger Sub shall will be vested in the Surviving CorporationCompany, and all claims, debts, liabilities and duties obligations of the Company and Merger Sub shall become will be the claims, debts, liabilities and duties obligations of the Surviving CorporationCompany. (b) At the Effective Time, the certificate of incorporation of the Company shall, by virtue of the Merger, be amended and restated in its entirety to read in the form of Annex III and, as so amended, shall be the certificate of incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Law. (c) At the Effective Time, and without any further action on the part of the Company and Sub, the bylaws of the Company shall be amended and restated in their entirety to be identical to the bylaws of Sub as in effect immediately prior to the Effective Time (except that such bylaws shall be amended to reflect that the name of the Surviving Corporation shall be VNUS Medical Technologies, Inc.), and, as so amended, shall be the bylaws of the Surviving Corporation until thereafter changed or amended as provided by the DGCL, the certificate of incorporation of the Surviving Corporation and such bylaws.

The Merger. (a) Subject to the terms and conditions of this Agreement, at the Effective Time (as defined in Section 1.4), the Company and Sub shall consummate a merger (the “Merger”) in accordance with the DGCL pursuant to which (i) Sub will be merged with and into the Company and the separate corporate existence of Sub will thereupon cease; (ii) the Company will be the successor or surviving corporation in the Merger and will continue to be governed by the Laws of the State of Delaware; (iii) the separate corporate existence of the Company with all its properties, rights, privileges, immunities, powers and franchises will continue unaffected by the Mergercontinue; and (iv) the Company will succeed to and assume all the rights and obligations of Sub. The corporation surviving the Merger is sometimes hereinafter referred to as the “Surviving Corporation.” The Merger shall have the effects set forth in the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all the property, rights, privileges, powers and franchises of the Company and Sub shall be vested in the Surviving Corporation, and all debts, liabilities and duties of the Company and Sub shall become the debts, liabilities and duties of the Surviving Corporation. (b) At the Effective Time, the certificate of incorporation of the Company shall, by virtue of the Merger, be amended and restated in its entirety to read in the form of Annex III I hereto and, as so amended, shall be the certificate of incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Law. (c) At the Effective Time, and without any further action on the part of the Company and or Sub, the bylaws of the Company shall be amended and restated in their entirety to be identical to the bylaws of Sub as in effect immediately prior to the Effective Time (except that such bylaws shall be amended to reflect that the name of the Surviving Corporation shall be VNUS Power Medical TechnologiesInterventions, Inc.), and, as so amended, shall be the bylaws of the Surviving Corporation until thereafter changed or amended as provided by the DGCL, the certificate of incorporation of the Surviving Corporation and such bylaws.

The Merger. (a) Subject to Upon the terms and conditions of this Agreement, at the Effective Time (as defined in Section 1.4herein), the Company and Sub shall consummate a merger be merged with and into MailKey (the “Merger”"MERGER") in accordance with the DGCL pursuant to which provisions of the General Corporation Law of the State of Delaware (ithe "DGCL") Sub will be merged with and into the Company and corporate laws of the British Virgin Islands ("BVI"), the separate corporate existence of Sub will thereupon cease; (ii) shall cease and MailKey shall continue as the Company will be the successor or surviving corporation in (the Merger and will continue to be governed by "SURVIVING CORPORATION") under the Laws laws of the State of Delaware; (iii) the separate corporate existence of the Company with all its rights, privileges, immunities, powers and franchises will continue unaffected by the Merger; and (iv) the Company will succeed to and assume all the rights and obligations of Sub. The corporation surviving the Merger is sometimes hereinafter referred to as the “Surviving Corporation.” The Merger shall have the effects set forth in the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all the property, rights, privileges, powers and franchises of the Company and Sub shall be vested in the Surviving Corporation, and all debts, liabilities and duties of the Company and Sub shall become the debts, liabilities and duties of the Surviving CorporationBVI. (b) At The Merger shall become effective upon the Effective Time, later of (i) the filing and acceptance of a certificate of incorporation merger with the Secretary of State of the Company shall, by virtue State of Delaware (the "CERTIFICATE OF MERGER") in accordance with the provisions of Section 252 of the Merger, be amended DGCL; and restated in its entirety to read in (ii) the form filing and acceptance of Annex III and, as so amended, shall be the a certificate of incorporation merger with the Registrar of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Law.International Companies (c) At the Effective Time: (i) MailKey shall continue its existence under the laws of the BVI as the Surviving Corporation; (ii) the separate corporate existence of Sub shall cease; (iii) all rights, title and interests to all assets, whether tangible or intangible and any property or property rights owned by Sub shall be allocated to and vested in the Surviving Corporation without reversion or impairment, without further act or deed, and without any further action on the part transfer or assignment having occurred, but subject to any existing liens or other Encumbrances thereon, and all liabilities and obligations of the Company and Sub, the bylaws of the Company Sub shall be amended and restated in their entirety to be identical allocated to the bylaws of Sub Surviving Corporation, which shall be the primary obligor therefor and, except as in effect immediately prior otherwise provided by law or contract, no other party to the Effective Time (except that such bylaws shall be amended to reflect that the name of Merger, other than the Surviving Corporation shall be VNUS Medical Technologies, Inc.), and, as so amendedCorporation, shall be liable therefor; and (iv) Each of Sub and MailKey shall execute and deliver, and file or cause to be filed with the bylaws Secretary of State of the Surviving Corporation until thereafter changed or amended as provided by State of Delaware the DGCLCertificate of Merger, and with the certificate Registrar of incorporation International Companies of the Surviving Corporation and BVI the BVI Certificate of Merger with such bylawsamendments thereto as the parties hereto shall deem mutually acceptable.

The Merger. (a) Subject to Upon the terms and subject to the conditions of set forth in this Agreement, and in accordance with the DGCL, at the Effective Time (as defined in Section 1.4)Time, the Company and Merger Sub shall consummate a merger (the “Merger”) in accordance with the DGCL pursuant to which (i) Sub will be merged with and into the Company and Company. As a result of the Merger, the separate corporate existence of Merger Sub will thereupon shall cease; (ii) , and the Company will be shall continue as the successor or surviving corporation in Surviving Corporation of the Merger and will continue to be governed by the Laws as a wholly-owned Subsidiary of the State of Delaware; (iii) the separate corporate existence of the Company with all its rights, privileges, immunities, powers and franchises will continue unaffected by the Merger; and (iv) the Company will succeed to and assume all the rights and obligations of SubParent. The corporation surviving Merger shall be effected pursuant to the Merger is sometimes hereinafter referred to as the “Surviving Corporation.” The Merger DGCL and shall have the effects set forth in this Agreement and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective TimeTime and, subject to the Real Estate Purchase, all of the property, rights, privileges, immunities, powers and franchises of the Company and Merger Sub shall be vested vest in the Surviving Corporation, and all of the debts, liabilities and duties of the Company and Merger Sub shall become the debts, liabilities and duties of the Surviving Corporation. The Merger, the Real Estate Purchase and the other transactions contemplated by this Agreement and the Real Estate Purchase Agreement are referred to herein as the “Transactions”, and the Transactions excluding the distribution, transfer or sale of the Aruba Operations and the Insight Disposition are referred to herein as the “Acquiror Transactions”. (b) At the Effective Time, by virtue of the Merger and without the necessity of further action by the Company or any other Person, the certificate of incorporation of the Company shall, by virtue of the Merger, Surviving Corporation shall be amended and restated so as to read in its entirety to read in the form of Annex III andset forth as Exhibit C hereto, and as so amended, amended and restated shall be the certificate of incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Law. In addition, the Company and the Surviving Corporation shall take all necessary action such that, at the Effective Time, the bylaws of the Surviving Corporation shall be amended so as to read in its entirety in the form set forth as Exhibit D hereto, and as so amended shall be the bylaws of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Law. (c) At the Effective Time, by virtue of the Merger and without any the necessity of further action on the part of by the Company and Subor any other Person, the bylaws directors of the Company shall be amended and restated in their entirety to be identical to the bylaws of Merger Sub as in effect immediately prior to the Effective Time or such other individuals designated by Parent as of the Effective Time shall become the directors of the Surviving Corporation, each to hold office, from and after the Effective Time, in accordance with the certificate of incorporation and bylaws of the Surviving Corporation until their respective successors shall have been duly elected, designated or qualified, or until their earlier death, resignation or removal in accordance with the certificate of incorporation and bylaws of the Surviving Corporation. The officers of Merger Sub immediately prior to the Effective Time or such other individuals designated by Parent as of the Effective Time shall become the officers of the Surviving Corporation, each to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation until their respective successors shall have been duly elected, designated or qualified, or until their earlier death, resignation or removal in accordance with the certificate of incorporation and bylaws of the Surviving Corporation. (except that such bylaws d) If, at any time after the Effective Time, the Surviving Corporation shall determine, in its sole discretion, or shall be amended advised, that any deeds, bills of sale, instruments of conveyance, assignments, assurances or any other actions or things are necessary or desirable to reflect that vest, perfect or confirm of record or otherwise in the name Surviving Corporation or Gamma, as applicable, its right, title or interest in, to or under any of the rights, properties or assets of either of the Company or Merger Sub acquired or to be acquired by the Surviving Corporation or Gamma, as applicable, as a result of, or in connection with, the Transactions or otherwise to carry out this Agreement and the Ancillary Agreements, then the officers and directors of the Surviving Corporation shall be VNUS Medical Technologiesauthorized to execute and deliver, Inc.)in the name and on behalf of either the Company or Merger Sub, andall such deeds, bills of sale, instruments of conveyance, assignments and assurances and to take and do, in the name and on behalf of each of such corporations or otherwise, all such other actions and things as so amendedmay be necessary or desirable to vest, shall be the bylaws of perfect or confirm any and all right, title or interest in, to and under such rights, properties or assets in the Surviving Corporation until thereafter changed or amended Gamma, as provided by applicable, or otherwise to carry out this Agreement and the DGCL, the certificate of incorporation of the Surviving Corporation and such bylawsAncillary Agreements.

The Merger. (a) Subject to the terms and conditions of this Agreement, at the Effective Time (as defined in Section 1.4), the Company and Sub shall consummate a merger (the “Merger”) Merger in accordance with the MBCA and the DGCL pursuant to which (i) Sub will be merged with and into the Company and the separate corporate existence of Sub will thereupon cease; (ii) the Company will be the successor or surviving corporation in the Merger and will continue to be governed by the Laws of the State of DelawareMichigan; (iii) the separate corporate existence of the Company with all its rights, privileges, immunities, powers and franchises will continue unaffected by the Merger; and (iv) the Company will succeed to and assume all the rights and obligations of Sub. The corporation surviving the Merger is sometimes hereinafter referred to as the “Surviving Corporation.” The Merger shall have the effects set forth in the MBCA and the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all the property, rights, privileges, powers and franchises of the Company and Sub shall be vested in the Surviving Corporation, and all debts, liabilities and duties of the Company and Sub shall become the debts, liabilities and duties of the Surviving Corporation. (b) At the Effective Time, the certificate The articles of incorporation of the Company immediately prior to the Effective Time shall, from and after the Effective Time, by virtue of the Merger, be amended and restated in its entirety to read in the form of Annex III and, as so amended, shall be the certificate articles of incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Law. (c) At The bylaws of the Company immediately prior to the Effective Time shall, from and after the Effective Time, and without any further action on the part of the Company and or Sub, the bylaws of the Company shall be amended and restated in their entirety to be identical to the bylaws of Sub as in effect immediately prior to the Effective Time (except that such bylaws shall be amended to reflect that the name of the Surviving Corporation shall be VNUS Medical Technologies, Inc.), and, as so amended, shall be the bylaws of the Surviving Corporation until thereafter changed or amended as provided by the DGCLMBCA, the certificate articles of incorporation of the Surviving Corporation and such bylaws.

The Merger. (a) Subject to Upon the terms and subject to the conditions of set forth in this Agreement, at the Effective Time (as defined in Section 1.4), the Company and Sub shall consummate a merger (the “Merger”) in accordance with the DGCL pursuant to which (i) MBCA at the Effective Time, Merger Sub will shall be merged with and into the Company and Company. As a result of the Merger, the separate corporate existence of Merger Sub will thereupon shall cease; (ii) , and the Company will be shall continue as the successor or surviving corporation in of the Merger and will continue to be governed by the Laws of the State of Delaware; (iii) the separate corporate existence of the Company with all its rights, privileges, immunities, powers and franchises will continue unaffected by the Merger; and (iv) the Company will succeed to and assume all the rights and obligations of Sub. The corporation surviving the Merger is sometimes hereinafter referred to as the “Surviving Corporation.” ”) and as a wholly owned Subsidiary of Parent. The Merger shall be effected pursuant to the MBCA and shall have the effects set forth in this Agreement and the DGCLapplicable provisions of the MBCA. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all of the property, rights, privileges, powers immunities, and franchises of the Company and Merger Sub shall be vested vest in the Surviving Corporation, and all of the debts, liabilities and duties of the Company and Merger Sub shall become the debts, liabilities and duties of the Surviving Corporation. The Merger and other transactions contemplated by this Agreement are referred to herein as the “Transactions”. (b) At the Effective Time, by virtue of the certificate Merger and without the necessity of further action by the Company or any other Person, the articles of incorporation of the Company shall, by virtue of the Merger, Surviving Corporation shall be amended and restated so as to read in its entirety to read in the form of Annex III andset forth as Exhibit A hereto, and as so amendedamended and restated, shall be the certificate articles of incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Law. Law (c) At subject to Section 5.9). In addition, the Company and the Surviving Corporation shall take all necessary action such that, at the Effective Time, and without any further action on the part of the Company and Sub, the bylaws of the Company shall be amended and restated in their entirety to be identical to the bylaws of Sub as in effect immediately prior to the Effective Time (except that such bylaws shall be amended to reflect that the name by-laws of the Surviving Corporation shall be VNUS Medical Technologiesamended so as to read in its entirety in the form set forth as Exhibit B hereto, Inc.), and, and as so amended, amended shall be the bylaws by-laws of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Law (subject to Section 5.9). (c) At the Effective Time, by virtue of the Merger and without the necessity of further action by the DGCLCompany or any other Person, the certificate directors of Merger Sub immediately prior to the Effective Time or such other individuals designated by Parent as of the Effective Time shall become the directors of the Surviving Corporation, each to hold office, from and after the Effective Time, in accordance with the articles of incorporation and by-laws of the Surviving Corporation until their respective successors shall have been duly elected, designated or qualified, or until their earlier death, resignation or removal in accordance with the articles of incorporation and by-laws of the Surviving Corporation. The officers of the Company immediately prior to the Effective Time, from and after the Effective Time, shall continue as the officers of the Surviving Corporation, each to hold office in accordance with the articles of incorporation and by-laws of the Surviving Corporation until their respective successors shall have been duly elected, designated or qualified, or until their earlier death, resignation or removal in accordance with the articles of incorporation and by-laws of the Surviving Corporation. (d) If, at any time after the Effective Time, the Surviving Corporation shall determine, in its sole discretion, or shall be advised, that any deeds, bills of sale, instruments of conveyance, assignments, assurances or any other actions or things are necessary or desirable to vest, perfect or confirm of record or otherwise in the Surviving Corporation its right, title or interest in, to or under any of the rights, properties or assets of either of the Company or Merger Sub acquired or to be acquired by the Surviving Corporation as a result of, or in connection with, the Merger or otherwise to carry out this Agreement, then the officers and directors of the Surviving Corporation shall be authorized to execute and deliver, in the name and on behalf of either the Company or Merger Sub, all such bylawsdeeds, bills of sale, instruments of conveyance, assignments and assurances and to take and do, in the name and on behalf of each of such corporations or otherwise, all such other actions and things as may be necessary or desirable to vest, perfect or confirm any and all right, title or interest in, to and under such rights, properties or assets in the Surviving Corporation or Merger Sub or otherwise to carry out this Agreement.

The Merger. (a) Subject to Upon the terms and subject to the conditions of set forth in this Agreement, and in accordance with the Delaware General Corporation Law (the “DGCL”), Company shall be merged with and into GWBI (the “Merger”) at the Effective Time (as defined in Section 1.4hereinafter defined). Following the Merger, the Company and Sub shall consummate a merger (the “Merger”) in accordance with the DGCL pursuant to which (i) Sub will be merged with and into the Company and the separate corporate existence of Sub will thereupon cease; (ii) Company shall cease and GWBI shall continue as the Company will be the successor or surviving corporation in (the Merger “Surviving Corporation”) and will continue to be governed by the Laws of the State of Delaware; (iii) the separate corporate existence of the Company with all its rights, privileges, immunities, powers and franchises will continue unaffected by the Merger; and (iv) the Company will shall succeed to and assume all the rights and obligations of Sub. The corporation surviving Company in accordance with the Merger is sometimes hereinafter referred to as the “Surviving CorporationDGCL.” (b) The Merger shall have the effects set forth in this Agreement and in Subchapter IX of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all the property, rights, privileges, powers and franchises of the Company and Sub shall be vested in the Surviving Corporation, and all debts, liabilities and duties of the Company and Sub shall become the debts, liabilities and duties of the Surviving Corporation. (bc) At the Effective Time, the certificate Amended and Restated Certificate of incorporation Incorporation of the Company shall, by virtue of the Merger, be amended and restated in its entirety to read in the form of Annex III andGWBI, as so amendedin effect immediately prior to the Effective Time, (the “GWBI Certificate of Incorporation”), shall be the certificate Certificate of incorporation Incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Law. (c) . At the Effective Time, and without any further action on the part Bylaws of the Company and SubGWBI, the bylaws of the Company shall be amended and restated in their entirety to be identical to the bylaws of Sub as in effect immediately prior to the Effective Time (except that such bylaws shall be amended to reflect that the name of the Surviving Corporation shall be VNUS Medical Technologies, Inc.), and, as so amendedTime, shall be the bylaws Bylaws of the Surviving Corporation until thereafter changed or amended as provided by therein or in the DGCL, the certificate Certificate of incorporation Incorporation of the Surviving Corporation Corporation. (d) The directors and such bylawsofficers of GWBI at the Effective Time shall be the directors and officers of the Surviving Corporation, until the earlier of their resignation or removal or until their respective successors are duly elected and qualified, as the case may be. Immediately prior to the Effective Time, each then-current director of Company shall submit to Company his or her written resignation as a director.

The Merger. (a) Subject to On the terms and subject to the conditions of this Agreement, at the Effective Time (as defined in Section 1.4)Time, the Company and Merger Sub shall will consummate a merger (the “Merger”) Merger in accordance with the DGCL pursuant to which DGCL, such that, at the Effective Time, (i) Merger Sub will be merged with and into the Company Company, and the separate corporate existence of Merger Sub will thereupon cease; , (ii) the Company will be the successor or surviving corporation in the Merger and will continue to be governed by the Laws of the State of Delaware; , (iii) the separate corporate existence of the Company with all of its rights, privileges, immunities, powers and franchises will continue unaffected by the Merger; and (iv) the Company will succeed to and assume all the rights and obligations of Merger Sub. The corporation surviving the Merger is sometimes hereinafter referred to as the “Surviving Corporation.” The Merger shall will have the effects set forth in the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all the property, rights, privileges, powers and franchises of the Company and Merger Sub shall will be vested in the Surviving Corporation, and all debts, liabilities and duties of the Company and Merger Sub shall become will be the debts, liabilities and duties of the Surviving Corporation, including, without limitation, those liabilities set forth in Section 1.1(a) of the Company Disclosure Letter. (b) At the Effective Time, the certificate of incorporation of the Company shallwill, by virtue of the Merger, be amended and restated in its entirety to read be as set forth in the form of Annex III II and, as so amended, shall will be the certificate of incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Law.. The name of the Surviving Corporation will be Asensus Surgical, Inc. (c) At the Effective Time, and without any further action on the part of the Company and or Merger Sub, the bylaws of the Company shall will be amended and restated in their entirety to be identical to the bylaws of Merger Sub as in effect immediately prior to the Effective Time (Time, except that such bylaws shall all references therein to Merger Sub will be amended deemed to reflect that the name of be references to the Surviving Corporation shall be VNUS Medical Technologies, Inc.)Corporation, and, as so amended, shall will be the bylaws of the Surviving Corporation until thereafter changed or amended as provided therein or by the DGCL, the certificate of incorporation of the Surviving Corporation and such bylawsapplicable Law.

The Merger. (a) Subject to Upon the terms and subject to the conditions of this Agreement, at the Effective Time Closing (as such term is defined in Section 1.43.11), the Company and Sub shall consummate a certificate of merger (the “Merger”"CERTIFICATE OF MERGER") shall be duly prepared, executed and acknowledged by Sub and the Company in accordance with the DGCL pursuant Delaware General Corporation Law and shall be filed with the Secretary of State of Delaware as provided in Section 251 of the Delaware General Corporation Law. The Merger shall become effective upon the filing of the Certificate of Merger (or at such later time reflected in such Certificate of Merger as shall be agreed to which by Parent and the Company). The date and time when the Merger shall become effective is hereinafter referred to as the "EFFECTIVE TIME." (ib) At the Effective Time, Sub will shall be merged with and into the Company and the separate corporate existence of Sub will thereupon shall cease; (ii) , and the Company will be shall continue as the successor or surviving corporation in under the Merger and will continue to be governed by the Laws laws of the State of Delaware; Delaware under the name of "Wang Global Corporation" (iiithe "SURVIVING CORPORATION"). (c) From and after the separate corporate existence of Effective Time, the Company with all its rights, privileges, immunities, powers and franchises will continue unaffected by the Merger; and (iv) the Company will succeed to and assume all the rights and obligations of Sub. The corporation surviving the Merger is sometimes hereinafter referred to as the “Surviving Corporation.” The Merger shall have the effects set forth in the DGCL. Without limiting the generality Section 259(a) of the foregoing, and subject thereto, at the Effective Time, all the property, rights, privileges, powers and franchises of the Company and Sub shall be vested in the Surviving Corporation, and all debts, liabilities and duties of the Company and Sub shall become the debts, liabilities and duties of the Surviving CorporationDelaware General Corporation Law. (bd) At If, at any time after the Effective Time, the certificate Surviving Corporation shall consider or be advised that any deeds, bills of incorporation sale, assignments, assurances or any other actions or things are necessary or desirable to continue in, vest, perfect or confirm of record or otherwise in the Surviving Corporation's right, title or interest in, to or under any of the Company shallrights, properties, privileges, franchises or assets of either of its constituent corporations acquired or to be acquired by virtue of the Surviving Corporation as a result of, or in connection with, the Merger, be amended and restated in its entirety or otherwise to read in effect the form of Annex III and, as so amended, shall be the certificate of incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or transactions contemplated by applicable Law. (c) At the Effective Time, and without any further action on the part of the Company and Subthis Agreement, the bylaws of the Company shall be amended officers and restated in their entirety to be identical to the bylaws of Sub as in effect immediately prior to the Effective Time (except that such bylaws shall be amended to reflect that the name directors of the Surviving Corporation shall be VNUS Medical Technologiesauthorized to execute and deliver, Inc.)in the name and on behalf of either of the constituent corporations of the Merger, andall such deeds, bills of sale, assignments and assurances and to take and do, in the name and on behalf of each of such corporations or otherwise, all such other actions and things as so amendedmay be necessary or desirable to vest, shall be the bylaws of perfect or confirm any and all right, title and interest in, to and under such rights, properties, privileges, franchises or assets in the Surviving Corporation until thereafter changed or amended as provided by otherwise to carry out the DGCL, the certificate intent of incorporation of the Surviving Corporation and such bylawsthis Agreement.

The Merger. (a) Subject to Upon the terms and subject to the conditions of set forth in this Agreement, and in accordance with the NJBCA, at the Effective Time (as defined in Section 1.4)Time, the Company and Merger Sub shall consummate a merger (the “Merger”) in accordance with the DGCL pursuant to which (i) Sub will be merged with and into the Company and Company. As a result of the Merger, the separate corporate existence of Merger Sub will thereupon shall cease; (ii) , and the Company will be shall continue as the successor or surviving corporation in of the Merger (the “Surviving Corporation”) and will continue as a wholly owned Subsidiary of Parent. The Merger shall be effected pursuant to be governed by the Laws NJBCA and shall have the effects set forth in this Agreement and the applicable provisions of the State of Delaware; (iii) NJBCA. Without limiting the separate corporate existence generality of the Company with foregoing, at the Effective Time, all its of the property, rights, privileges, immunities, powers and franchises will continue unaffected by the Merger; and (iv) the Company will succeed to and assume all the rights and obligations of Sub. The corporation surviving the Merger is sometimes hereinafter referred to as the “Surviving Corporation.” The Merger shall have the effects set forth in the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all the property, rights, privileges, powers and franchises of the Company and Merger Sub shall be vested vest in the Surviving Corporation, and all of the debts, liabilities and duties of the Company and Merger Sub shall become the debts, liabilities and duties of the Surviving Corporation. The Merger and other transactions contemplated by this Agreement are referred to herein as the “Transactions”. (b) At the Effective Time, by virtue of the Merger and without the necessity of further action by the Company or any other Person, the certificate of incorporation of the Company shall, by virtue of the Merger, Surviving Corporation shall be amended and restated so as to read in its entirety to read in the form of Annex III andset forth as Exhibit A hereto, and as so amendedamended and restated, shall be the certificate of incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Law. Law (c) At subject to Section ‎5.9). In addition, the Company and the Surviving Corporation shall take all necessary action such that, at the Effective Time, and without any further action on the part of the Company and Sub, the bylaws of the Company shall be amended and restated in their entirety to be identical to the bylaws of Sub as in effect immediately prior to the Effective Time (except that such bylaws shall be amended to reflect that the name of the Surviving Corporation shall be VNUS Medical Technologiesamended so as to read in its entirety in the form set forth as Exhibit B hereto, Inc.), and, and as so amended, amended shall be the bylaws of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Law (subject to Section 5.9). (c) At the Effective Time, by virtue of the Merger and without the necessity of further action by the DGCLCompany or any other Person, the officers and directors of Merger Sub immediately prior to the Effective Time or such other individuals designated by Parent as of the Effective Time shall become the officers and directors of the Surviving Corporation, each to hold office, from and after the Effective Time, in accordance with the certificate of incorporation and bylaws of the Surviving Corporation until their respective successors shall have been duly elected or appointed and qualified, or until their earlier death, resignation or removal in accordance with the certificate of incorporation and bylaws of the Surviving Corporation. (d) If, at any time after the Effective Time, the Surviving Corporation shall determine, in its sole discretion, or shall be advised, that any deeds, bills of sale, instruments of conveyance, assignments, assurances or any other actions or things are necessary or desirable to vest, perfect or confirm of record or otherwise in the Surviving Corporation its right, title or interest in, to or under any of the rights, properties or assets of either of the Company or Merger Sub acquired or to be acquired by the Surviving Corporation as a result of, or in connection with, the Merger or otherwise to carry out this Agreement, then the officers and directors of the Surviving Corporation shall be authorized to execute and deliver, in the name and on behalf of either the Company or Merger Sub, all such bylawsdeeds, bills of sale, instruments of conveyance, assignments and assurances and to take and do, in the name and on behalf of each of such corporations or otherwise, all such other actions and things as may be necessary or desirable to vest, perfect or confirm any and all right, title or interest in, to and under such rights, properties or assets in the Surviving Corporation or otherwise to carry out this Agreement.

The Merger. (a) Subject to Upon the terms and subject to the conditions of set forth in this Agreement, and in accordance with the FBCA, at the Effective Time (as defined in Section 1.4)Time, the Company and Merger Sub shall consummate a merger (the “Merger”) in accordance with the DGCL pursuant to which (i) Sub will be merged with and into the Company and Company. As a result of the Merger, the separate corporate existence of Merger Sub will thereupon shall cease; (ii) , and the Company will be shall continue as the successor or surviving corporation in of the Merger and will continue to be governed by the Laws of the State of Delaware; (iii) the separate corporate existence of the Company with all its rights, privileges, immunities, powers and franchises will continue unaffected by the Merger; and (iv) the Company will succeed to and assume all the rights and obligations of Sub. The corporation surviving the Merger is sometimes hereinafter referred to as the “Surviving Corporation.” ”). The Merger shall be effected pursuant to the FBCA and shall have the effects set forth in this Agreement and the DGCLapplicable provisions of the FBCA. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, by virtue of the Merger and without the necessity of further action by the Company or any other Person, all of the property, rights, privileges, powers immunities, powers, franchises, licenses and franchises authority of the Company and Merger Sub shall be vested vest in the Surviving Corporation, and all of the debts, liabilities liabilities, obligations, restrictions and duties of the Company and Merger Sub shall become the debts, liabilities liabilities, obligations, restrictions and duties of the Surviving Corporation. The Merger and other transactions contemplated by this Agreement are referred to herein as the “Transactions”. (b) At the Effective Time, by virtue of the certificate Merger and without the necessity of further action by the Company or any other Person, the articles of incorporation of the Company shall, by virtue of the Merger, Surviving Corporation shall be amended and restated so as to read in its entirety to read in the form of Annex III andset forth as Exhibit A hereto, and as so amendedamended and restated, shall be the certificate articles of incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable LawLaw (subject to Section 5.7). In addition, the bylaws of Merger Sub as in effect immediately prior to the Effective Time shall be the bylaws of the Surviving Corporation, except that references to Merger Sub’s name shall be replaced with references to the Surviving Corporation’s name, until thereafter changed or amended as provided therein or by applicable Law (subject to Section 5.7). (c) At the Effective Time, by virtue of the Merger and without any the necessity of further action on the part of by the Company or any other Person, from and Subafter the Effective Time, (i) the bylaws directors of the Company shall be amended and restated in their entirety to be identical to the bylaws of Merger Sub as in effect immediately prior to the Effective Time or such other individuals designated by Parent as of the Effective Time shall become the directors of the Surviving Corporation, and (except that ii) the officers of the Company immediately prior to the Effective Time or such other individuals designated by Parent as of the Effective Time shall become the officers of the Surviving Corporation, each such directors or officers to hold office in accordance with the articles of incorporation and bylaws of the Surviving Corporation until their respective successors shall have been duly elected, designated or qualified, or until their earlier death, resignation or removal in accordance with the articles of incorporation and bylaws of the Surviving Corporation. (d) If, at any time after the Effective Time, the Surviving Corporation shall determine, or shall be amended advised, that any deeds, bills of sale, instruments of conveyance, assignments, assurances or any other actions or things are necessary or desirable to reflect that vest, perfect or confirm of record or otherwise in the name Surviving Corporation its right, title or interest in, to or under any of the rights, properties or assets of either of the Company or Merger Sub acquired or to be acquired by the Surviving Corporation as a result of, or in connection with, the Merger or otherwise to carry out this Agreement, then the officers and directors of the Surviving Corporation shall be VNUS Medical Technologiesauthorized to execute and deliver, Inc.)in the name and on behalf of either the Company or Merger Sub, andall such deeds, bills of sale, instruments of conveyance, assignments and assurances and to take and do, in the name and on behalf of each of such corporations or otherwise, all such other actions and things as so amendedmay be necessary or desirable to vest, shall be the bylaws of perfect or confirm any and all right, title or interest in, to and under such rights, properties or assets in the Surviving Corporation until thereafter changed or amended as provided by the DGCL, the certificate of incorporation of the Surviving Corporation and such bylawsotherwise to carry out this Agreement.

The Merger. (a) Subject to Upon the terms and subject to the conditions set forth in this Agreement and the applicable provisions of this Agreementthe DGCL, at the Effective Time (as defined in Section 1.4), the Company and Merger Sub shall consummate a merger (the “Merger”) in accordance with the DGCL pursuant to which (i) Sub will be merged with and into the Company and Company, the separate corporate existence of Merger Sub will shall thereupon cease; (ii) cease and the Company will be shall continue as the successor or surviving corporation in the Merger and will continue to be governed by the Laws of the State of Delaware; (iii) Merger. The Company, as the separate corporate existence surviving corporation of the Company with all its rightsMerger, privileges, immunities, powers and franchises will continue unaffected by the Merger; and (iv) the Company will succeed to and assume all the rights and obligations of Sub. The corporation surviving the Merger is sometimes hereinafter referred to herein as the “Surviving Corporation.” The Merger shall have the effects set forth in the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all the property, rights, privileges, powers and franchises of the Company and Sub shall be vested in the Surviving Corporation, and all debts, liabilities and duties of the Company and Sub shall become the debts, liabilities and duties of the Surviving Corporation.” (b) At Upon the terms and subject to the conditions sets forth in this Agreement, on the Closing Date, Parent, Merger Sub and the Company shall cause the Merger to be consummated under the DGCL by filing a certificate of merger in such form as required by, and executed in accordance with, the DGCL (the “Certificate of Merger”) with the Secretary of State of the State of Delaware (the “Delaware Secretary of State”). The time and day of such filing and acceptance by the Delaware Secretary of State, or such later time and day as may be mutually agreed in writing by Parent, Merger Sub and the Company and specified in the Certificate of Merger, is referred to herein as the “Effective Time, the certificate of incorporation of the Company shall, by virtue of the Merger, be amended and restated in its entirety to read in the form of Annex III and, as so amended, shall be the certificate of incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Law.” (c) At the Effective Closing (as defined below), if Merger Sub and any other Subsidiary of Parent, holds in the aggregate at least ninety percent (90%) of the issued and outstanding Company Shares following the consummation of the Offer, then each of Parent, Merger Sub and the Company shall take all necessary and appropriate action to cause the Merger to become effective as soon as practicable after the Acceptance Time, without a meeting of the stockholders of the Company, in accordance with Section 253 of the DGCL and upon the terms and subject to the conditions of this Agreement. (d) Notwithstanding anything to the contrary set forth in this Agreement, in the event that the Merger cannot be effected pursuant to Section 253 of the DGCL pursuant to Section 2.1(c), then following the consummation of the Offer, each of Parent, Merger Sub and the Company shall take all necessary and appropriate actions to cause the Merger to become effective as soon as practicable after the Acceptance Time, without a meeting of the stockholders of the Company, in accordance with Section 251(h) of the DGCL and upon the terms and subject to the conditions of this Agreement. In furtherance, and without any further action on limiting the part generality, of the Company and Subforegoing, the bylaws neither Parent nor Merger Sub shall, or shall cause or permit any of their respective Affiliates or representatives to, take any action that could render Section 251(h) of the Company shall be amended and restated in their entirety to be identical DGCL inapplicable to the bylaws of Sub as in effect immediately prior to the Effective Time (except that such bylaws shall be amended to reflect that the name of the Surviving Corporation shall be VNUS Medical Technologies, Inc.), and, as so amended, shall be the bylaws of the Surviving Corporation until thereafter changed or amended as provided by the DGCL, the certificate of incorporation of the Surviving Corporation and such bylawsMerger.

The Merger. (a) Subject to Upon the terms and subject to the conditions of set forth in this Agreement, and in accordance with the DGCL, at the Effective Time (as defined in Section 1.4)Time, the Company and Sub Purchaser shall consummate a merger (the “Merger”) in accordance with the DGCL pursuant to which (i) Sub will be merged with and into the Company and the separate corporate existence of Sub will thereupon cease; (ii) the Company will be the successor or surviving corporation in the Merger and will continue to be governed by the Laws Company. As a result of the State of Delaware; (iii) Merger, the separate corporate existence of the Company with all its rightsPurchaser shall cease, privileges, immunities, powers and franchises will continue unaffected by the Merger; and (iv) the Company will succeed to and assume all shall continue as the rights and obligations surviving corporation of Sub. The corporation surviving the Merger is sometimes hereinafter referred to as (the “Surviving Corporation.” ”). The Merger shall have the effects set forth in the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all of the property, rights, privileges, immunities, powers and franchises of the Company and Sub the Purchaser shall be vested vest in the Surviving Corporation, and all of the debts, liabilities and duties of the Company and Sub the Purchaser shall become the debts, liabilities and duties of the Surviving Corporation. (b) At the Effective Time, the certificate of incorporation of the Company Charter shall, by virtue of the Merger, be amended and restated in its entirety to read in the form of Annex III and, as so amended, shall be the certificate of incorporation of the Purchaser in effect immediately prior to the Effective Time, except that all references therein to the Purchaser shall be deemed to be references to the Surviving Corporation Corporation, until thereafter changed or amended as provided therein or by applicable Law. The bylaws of the Purchaser, as in effect immediately prior to the Effective Time, shall be the bylaws of the Surviving Corporation, except that all references therein to the Purchaser shall be deemed to be references to the Surviving Corporation, until thereafter changed or amended as provided therein or by applicable Law. (c) At the Effective Time, and without any further action on the part The directors of the Company and Sub, the bylaws of the Company shall be amended and restated in their entirety to be identical to the bylaws of Sub as in effect Purchaser immediately prior to the Effective Time shall, from and after the Effective Time, be the initial directors of the Surviving Corporation, each to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation until their respective successors shall have been duly elected, designated or qualified, or until their earlier death, resignation or removal in accordance with the certificate of incorporation and bylaws of the Surviving Corporation. The officers of the Company immediately prior to the Effective Time, from and after the Effective Time, shall continue as the officers of the Surviving Corporation, each to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation until their respective successors shall have been duly elected, designated or qualified, or until their earlier death, resignation or removal in accordance with the certificate of incorporation and bylaws of the Surviving Corporation. (except that such bylaws d) If at any time after the Effective Time, the Surviving Corporation shall determine, in its sole discretion, or shall be amended advised, that any deeds, bills of sale, instruments of conveyance, assignments, assurances or any other actions or things are necessary or desirable to reflect that vest, perfect or confirm of record or otherwise in the name Surviving Corporation its right, title or interest in, to or under any of the rights, properties or assets of either of the Company or the Purchaser acquired or to be acquired by the Surviving Corporation as a result of, or in connection with, the Merger or otherwise to carry out this Agreement, then the officers and directors of the Surviving Corporation shall be VNUS Medical Technologiesauthorized to execute and deliver, Inc.)in the name and on behalf of either the Company or the Purchaser, andall such deeds, bills of sale, instruments of conveyance, assignments and assurances and to take and do, in the name and on behalf of each of such corporations or otherwise, all such other actions and things as so amendedmay be necessary or desirable to vest, shall be the bylaws of perfect or confirm any and all right, title or interest in, to and under such rights, properties or assets in the Surviving Corporation until thereafter changed or amended as provided by the DGCL, the certificate of incorporation of the Surviving Corporation and such bylawsotherwise to carry out this Agreement.

The Merger. (a) Subject to the terms and conditions of this Agreement, at At the Effective Time (as defined in Section 1.4)Time, the Company and Sub shall consummate a merger (the “Merger”) in accordance with the DGCL pursuant Nevada Revised Statutes (the “NRS”), and upon the terms and subject to which (i) the conditions set forth in this Agreement, Merger Sub will shall be merged with and into the Company Company, at which time the separate existence of Merger Sub shall cease and the separate corporate existence of Sub will thereupon cease; (ii) the Company will be the successor or surviving corporation in shall survive the Merger as a direct or indirect wholly-owned subsidiary of Parent. (b) Subject to the provisions of this Agreement, with respect to the Merger, as soon as practicable after 10:00 a.m., Las Vegas time, on the Closing Date, Merger Sub shall file the Articles of Merger (the “Articles of Merger”) executed in accordance with, and will continue to be governed by containing such information as is required by, the Laws relevant provisions of the NRS with the Secretary of State of the State of Delaware; (iii) Nevada. The Merger shall become effective at such time as the separate corporate existence Articles of Merger are duly filed with the Secretary of State of the Company State of Nevada or at such other date and time as is agreed between the parties and specified in the Articles of Merger in accordance with all its rights, privileges, immunities, powers the relevant provisions of the NRS (such date and franchises will continue unaffected by the Merger; and (iv) the Company will succeed to and assume all the rights and obligations of Sub. The corporation surviving the Merger time is sometimes hereinafter referred to as the “Surviving CorporationEffective Time”).” (c) The Merger shall generally have the effects set forth in Section 92A.250, and any other applicable provisions, of the DGCLNRS and this Agreement. Without limiting the generality of the foregoing, and subject thereto, at from and after the Effective Time, all the property, rights, privileges, powers immunities, powers, franchises, licenses and franchises authority of the Company and Merger Sub shall be vested vest in the Surviving Corporation, and all debts, liabilities liabilities, obligations, restrictions and duties of each of the Company and Merger Sub shall become the debts, liabilities liabilities, obligations, restrictions and duties of the Surviving Corporation. (bd) At the Effective Time, the certificate of incorporation The closing of the Company shallMerger (the “Closing”) shall take place (i) at the offices of Milbank, by virtue of the MergerTweed, be amended ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, located in Los Angeles, California, or (ii) at such other place and restated in its entirety to read in the form of Annex III and, time or on such other date as so amended, shall be the certificate of incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Law. (c) At the Effective Time, and without any further action on the part of the Company and SubParent may agree in writing (the actual date of the Closing, the bylaws “Closing Date”), as soon as reasonably practicable but in any event, no later than the later to occur of (i) the second Business Day after the day on which the last condition to the Merger set forth in Article VIII is satisfied or validly waived (other than those conditions that by their nature cannot be satisfied until the Closing Date, but subject to the satisfaction or valid waiver of such conditions), or (ii) the date of completion of the Company shall be amended and restated in their entirety to be identical Marketing Period (or, if Parent so notifies the Company, a date during the Marketing Period not less than three Business Days following such notice to the bylaws of Sub as in effect immediately prior to the Effective Time (except that such bylaws shall be amended to reflect that the name of the Surviving Corporation shall be VNUS Medical Technologies, Inc.Company), and, as so amended, shall be the bylaws of the Surviving Corporation until thereafter changed or amended as provided by the DGCL, the certificate of incorporation of the Surviving Corporation and such bylaws.

The Merger. (a) Subject to Upon the terms and subject to the conditions of set forth in this Agreement, and in accordance with the applicable provisions of the DGCL, at the Effective Time (as defined in Section 1.4)Time, the Company and Sub Purchaser shall consummate a merger (the “Merger”) in accordance with the DGCL pursuant to which (i) Sub will be merged with and into the Company and the separate corporate existence of Sub will thereupon cease; (ii) the Company will be the successor or surviving corporation in the Merger and will continue to be governed by the Laws Company. As a result of the State of Delaware; (iii) Merger, the separate corporate existence of the Company with all its rightsPurchaser shall cease, privileges, immunities, powers and franchises will continue unaffected by the Merger; and (iv) the Company will succeed to and assume all shall continue as the rights and obligations surviving corporation of Sub. The corporation surviving the Merger is sometimes hereinafter referred to as (the “Surviving Corporation.” ”). The Merger shall have the effects set forth in the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all of the property, rights, privileges, immunities, powers and franchises of the Company and Sub the Purchaser shall be vested vest in the Surviving Corporation, and all of the debts, liabilities and duties of the Company and Sub the Purchaser shall become the debts, liabilities and duties of the Surviving Corporation. (b) At the Effective Time, the certificate of incorporation of the Company Surviving Corporation shall, by virtue of the MergerMerger and all other applicable action by Parent and the Surviving Corporation, be amended and restated so as to read in its entirety to read in the form of Annex III andset forth as Exhibit A hereto, as so amended, shall be the certificate of incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Law. (c) At the Effective Time, and without any further action on the part of the Company and Sub. In addition, the bylaws of the Company shall be amended and restated in their entirety to be identical to the bylaws of Sub as in effect immediately prior to the Effective Time (except that such bylaws shall be amended to reflect that the name of the Surviving Corporation shall be VNUS Medical Technologiesamended so as to read in their entirety in the form set forth as Exhibit B hereto, Inc.), and, as so amended, shall be the bylaws of the Surviving Corporation until thereafter changed or amended as provided by the DGCLtherein, in the certificate of incorporation of the Surviving Corporation or by applicable Law. Subject to Section 6.2, at the effective time of the Second Merger, the certificate of formation of the Surviving Company shall be amended to read as set forth on Exhibit C and as so amended shall be the certificate of formation of the Surviving Company in the Second Merger. In addition, at the effective time of the Second Merger, the operating agreement of the Surviving Company shall be amended to read as set forth on Exhibit D and as so amended shall be the operating agreement of the Surviving Company in the Second Merger. (c) The directors of the Purchaser immediately prior to the Effective Time shall, from and after the Effective Time, become the directors of the Surviving Corporation, each to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation until their respective successors shall have been duly elected, designated or qualified, or until their earlier death, resignation or removal in accordance with the certificate of incorporation and bylaws of the Surviving Corporation. The officers of the Purchaser immediately prior to the Effective Time, from and after the Effective Time, shall continue as the officers of the Surviving Corporation, each to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation until their respective successors shall have been duly elected, designated or qualified, or until their earlier death, resignation or removal in accordance with the certificate of incorporation and bylaws of the Surviving Corporation. (d) If at any time after the Effective Time, the Surviving Corporation shall determine, in its sole discretion, or shall be advised, that any deeds, bills of sale, instruments of conveyance, assignments, assurances or any other actions or things are necessary or desirable to vest, perfect or confirm of record or otherwise in the Surviving Corporation its right, title or interest in, to or under any of the rights, properties or assets of either of the Company or the Purchaser acquired or to be acquired by the Surviving Corporation as a result of, or in connection with, the Merger or otherwise to carry out this Agreement, then the officers and directors of the Surviving Corporation shall be authorized to execute and deliver, in the name and on behalf of either the Company or the Purchaser, all such bylawsdeeds, bills of sale, instruments of conveyance, assignments and assurances and to take and do, in the name and on behalf of each of such corporations or otherwise, all such other actions and things as may be necessary or desirable to vest, perfect or confirm any and all right, title or interest in, to and under such rights, properties or assets in the Surviving Corporation or otherwise to carry out this Agreement.

The Merger. (a) Subject to At the terms and conditions of this Agreement, at the Effective Time (as defined in Section 1.4)Closing, the Company and Sub parties shall consummate a merger cause the Merger to be consummated by filing with the Secretary of State of the State of Delaware (the “Delaware Secretary of State”) a certificate of merger in substantially the form attached hereto as Exhibit A (the “Certificate of Merger”) and executed in accordance with the relevant provisions of the DGCL, and shall make all other filings or recordings required under the DGCL pursuant in order to which (i) Sub will be merged consummate the Merger. The Merger shall become effective at the time the Certificate of ▇▇▇▇▇▇ has been filed with and into the Delaware Secretary of State or such later time as is agreed to by the Company and Parent and stated therein (the “Effective Time”). As a result of the Merger, the separate corporate existence of Merger Sub will thereupon cease; (ii) shall automatically cease and the Company will be the successor or surviving corporation in the Merger and will shall continue to be governed by its existence as a wholly owned subsidiary of Parent under the Laws of the State of Delaware; (iii) the separate corporate existence of the Company with all its rights, privileges, immunities, powers and franchises will continue unaffected by the Merger; and (iv) the Company will succeed to and assume all the rights and obligations of Sub. The Company, in its capacity as the corporation surviving the Merger Merger, is sometimes hereinafter referred to in this Agreement as the “Surviving Corporation”.” (b) The Merger shall have the effects set forth in this Agreement, the Certificate of Merger and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, from and subject thereto, at after the Effective Time, the Surviving Corporation shall possess all the property, rights, privileges, powers powers, properties and franchises of the Company and Sub shall be vested in the Surviving CorporationMerger Sub, and all debtsof the obligations, liabilities liabilities, debts and duties of the Company and Merger Sub shall become the debtsobligations, liabilities and duties of the Surviving Corporation. (bc) At the Effective Time, subject to Section 6.07, (i) the certificate of incorporation of the Company shall, by virtue of in effect immediately prior to the Merger, Effective Time shall be amended and restated in its entirety to read as set forth in the form of Annex III andthe certificate of incorporation attached to the Certificate of Merger attached hereto as Exhibit A, which form is expressly incorporated herein by reference, and as so amended, amended shall be the certificate of incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Law. (c) At the Effective TimeCorporation, and without any further action on the part of the Company and Sub, (ii) the bylaws of the Company in effect immediately prior to the Effective Time shall be amended and restated in their entirety to be identical to read as set forth in the bylaws of Merger Sub as in effect read immediately prior to the Effective Time (except that such bylaws shall be amended to reflect that the name of the Surviving Corporation shall be VNUS Medical Technologies, Inc.the name of the Company), and, and as so amended, amended shall be the bylaws of the Surviving Corporation Corporation, in each case, until thereafter changed or amended in accordance with the DGCL and as provided in such certificate of incorporation or bylaws. (d) Subject to Section 6.17, from and after the Effective Time, the Parties shall take all necessary action so that the officers of Merger Sub immediately prior to the Effective Time shall be the officers of the Surviving Corporation and, unless otherwise determined by Parent prior to the DGCLEffective Time, the directors of Merger Sub immediately prior to the Effective Time shall be the directors of the Surviving Corporation, in each case, to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation until their death, resignation or removal or until their respective successors are duly elected and such bylawsqualified in accordance with the certificate of incorporation and bylaws of the Surviving Corporation, as the case may be.

The Merger. (a) Subject On and subject to the terms and conditions of this Agreement, at the Effective Time (as defined in Section 1.4)Time, the Company and Merger Sub shall consummate a merger be merged with and into the Company (the “Merger”) in accordance with the DGCL pursuant to which IBCL. At the Closing, articles of merger, in the form attached hereto as Exhibit B (i) the “Articles of Merger”), shall be duly executed and acknowledged by the Merger Sub will be merged with and into the Company in accordance with the IBCL and shall be filed with the separate corporate existence Indiana Secretary of Sub will thereupon cease; (ii) State. The Merger shall become effective upon the Company will be filing of the successor or surviving corporation in Articles of Merger. The date and time when the Merger and will continue to be governed by the Laws of the State of Delaware; (iii) the separate corporate existence of the Company with all its rights, privileges, immunities, powers and franchises will continue unaffected by the Merger; and (iv) the Company will succeed to and assume all the rights and obligations of Sub. The corporation surviving the Merger shall become effective is sometimes hereinafter referred to as the “Surviving Corporation.” The Merger shall have the effects set forth in the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all the property, rights, privileges, powers and franchises of the Company and Sub shall be vested in the Surviving Corporation, and all debts, liabilities and duties of the Company and Sub shall become the debts, liabilities and duties of the Surviving Corporation.” (b) At the Effective Time, the certificate of incorporation Merger Sub shall be merged with and into the Company, and the separate corporate existence of the Merger Sub shall cease, and the Company shallshall continue as the “Surviving Corporation” under the IBCL. (c) From and after the Effective Time, by virtue the Merger shall have the effects set forth in this Agreement and in Section IC 23-1-40-6 of the MergerIBCL. (d) As a result of the Merger and at the Effective Time, be the Articles of Incorporation of the Company, as amended and restated in its entirety to read in the form of Annex III and, attached hereto as so amendedExhibit C, shall be the certificate Articles of incorporation Incorporation of the Surviving Corporation unless and until such Articles of Incorporation thereafter changed or shall be duly amended as provided therein or by in accordance with applicable Lawlaw. (ce) As a result of the Merger and at the Effective Time, the Bylaws of the Company, as amended and restated in the form attached hereto as Exhibit D, shall be the Bylaws of the Surviving Corporation unless and until such bylaws thereafter shall be changed in accordance with the provisions thereof, the provisions of the Articles of Incorporation of the Surviving Corporation and applicable law. (f) At the Effective Time, and without any further action on the part of the Company and Sub, the bylaws of the Company shall be amended and restated in their entirety to be identical to the bylaws of Sub as in effect immediately prior to the Effective Time (except that such bylaws shall be amended to reflect that the name directors of the Surviving Corporation shall be VNUS Medical Technologiesthe directors of the Merger Sub in addition to ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇. May, Inc.), and, as so amended, who shall be appointed in accordance with the bylaws Stockholders Agreement, with each of such directors to hold office, subject to the applicable provisions of the IBCL and the Articles of Incorporation and Bylaws of the Surviving Corporation Corporation, until thereafter changed or amended as provided by the DGCL, the certificate of incorporation next annual shareholders’ meeting of the Surviving Corporation and such bylawsuntil their respective successors shall be duly elected or appointed and qualified. At the Effective Time, the officers of the Company shall be, subject to the applicable provisions of the Articles of Incorporation and Bylaws of the Surviving Corporation, the officers of the Surviving Corporation.

The Merger. Upon the terms and subject to the conditions set forth in this Agreement: (a) Subject DWS, following its Redomestication as DWS Delaware, shall merge with and into Acquisition Subsidiary (with such merger referred to herein as the terms and conditions of this Agreement, "Merger") at the Effective Time (as defined in Section 1.4), the Company and Sub shall consummate a merger (the “Merger”) in accordance with the DGCL pursuant to which (i) Sub will be merged with and into applicable provisions of Delaware Law. Following the Company and Effective Time, the separate corporate existence of Sub will thereupon DWS shall cease; (ii) , and Acquisition Subsidiary shall continue as the Company will be the successor or surviving corporation in of the Merger (the "Surviving Corporation"). The effects and will continue to be governed by the Laws consequences of the State of Delaware; (iii) the separate corporate existence of the Company with all its rights, privileges, immunities, powers and franchises will continue unaffected by the Merger; and (iv) the Company will succeed to and assume all the rights and obligations of Sub. The corporation surviving the Merger is sometimes hereinafter referred to as the “Surviving Corporation.” The Merger shall have the effects be as set forth in this Agreement, the DGCLCertificate of Merger, and under the applicable provisions of Delaware law. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all the property, rights, privileges, powers and franchises of the Company and Sub DWS shall be vested vest in the Surviving Corporation, and all debts, liabilities and duties of the Company and Sub DWS shall become the debts, liabilities and duties of the Surviving Corporation. (b) At Subject to the Effective Timeterms and conditions of this Agreement, the certificate of incorporation closing of the Company shallTransactions (the "Closing") shall take place at the offices of ▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇.▇., ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, commencing at 10:00 a.m., local time, on the Closing Date. The "Closing Date" shall mean the date as soon as practicable following the date on which the last of the conditions set forth in Article 7 is satisfied or waived (excluding conditions that, by virtue their terms, cannot be satisfied until the Closing Date, but subject to the fulfillment or waiver of the Merger, be amended and restated in its entirety to read in the form of Annex III and, as so amended, shall be the certificate of incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Lawsuch conditions). (c) At Subject to the terms and conditions of this Agreement, as soon as practicable following the Closing, the Parties shall, as applicable: (1) file a certificate of merger with respect to the Merger (the "Certificate of Merger") in such form as is reasonably acceptable to each Party and otherwise required by and executed in accordance with applicable Delaware Law and (2) make all other filings or recordings required under applicable Delaware Law. The Merger shall become effective at such time and date (the "Effective Time, ") which is the date and without any further action on time that the part Certificate of Merger is duly filed with the Secretary of State of the Company State of Delaware, or such other date and Sub, time as DWS and IDC shall agree should be specified in the bylaws Certificate of Merger and as may be permitted by Delaware Law. (d) The structure of the Company shall Merger may be amended and restated in their entirety to be identical to the bylaws of Sub as in effect immediately prior to the Effective Time (except that such bylaws shall be amended to reflect that the name adjusted by mutual agreement of the Surviving Corporation shall be VNUS Medical Technologies, Inc.), and, Parties based on tax advice as so amended, shall be the bylaws of to how to best preserve NOLs for the Surviving Corporation until thereafter changed or amended as provided by the DGCL, the certificate of incorporation of the Surviving Corporation and such bylawsCorporation.

The Merger. (a) Subject to Upon the terms and subject to the conditions of this Agreement, and in accordance with the NYBCL, at the Effective Time (as defined in Section 1.42.2 hereof), the Company and Sub Purchaser shall consummate a merger (the “"Merger”") in accordance with the DGCL pursuant to which (ix) Sub will Purchaser shall be merged with and into the Company and the separate corporate existence of Sub will Purchaser shall thereupon cease; cease and (iiy) the Company will shall be the successor or surviving corporation in the Merger (sometimes hereinafter referred to as the "Surviving Corporation") and will shall continue to be governed by the Laws of the State of Delaware; New York. (iiib) the separate corporate existence of the Company with all its rights, privileges, immunities, powers and franchises will continue unaffected by Pursuant to the Merger; and (iv) the Company will succeed to and assume all the rights and obligations of Sub. The corporation surviving the Merger is sometimes hereinafter referred to as the “Surviving Corporation.” The Merger shall have the effects set forth in the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all the property, rights, privileges, powers Certificate of Incorporation and franchises By-Laws of the Company and Sub shall be vested Purchaser, as in the Surviving Corporation, and all debts, liabilities and duties of the Company and Sub shall become the debts, liabilities and duties of the Surviving Corporation. (b) At effect immediately prior to the Effective Time, the certificate of incorporation of the Company shall, by virtue of the Merger, be amended and restated in its entirety to read in the form of Annex III and, as so amended, shall be the certificate of incorporation and by-laws of the Surviving Corporation Corporation, each until thereafter changed or amended as provided therein or and by applicable Lawthe NYBCL, except that the name shall be changed to "Detection Systems, Inc.". (c) At the Effective Time, and without any further action on the part The directors of the Company and Sub, the bylaws of the Company shall be amended and restated in their entirety to be identical to the bylaws of Sub as in effect immediately prior to Purchaser at the Effective Time (except that such bylaws shall be amended to reflect that the name of the Surviving Corporation shall be VNUS Medical Technologies, Inc.), and, as so amended, shall be the bylaws initial directors of the Surviving Corporation until thereafter changed their respective successors are duly elected and qualified or amended as provided by until their earlier death, resignation or removal in accordance with the DGCL, the Surviving Corporation's certificate of incorporation and by-laws. The officers of the Company at the Effective Time shall be the initial officers of the Surviving Corporation until their respective successors are duly elected and such bylawsqualified or until their earlier death, resignation or removal in accordance with the Surviving Corporation's certificate of incorporation and by-laws. (d) The Merger shall have the effects specified in the applicable provisions of the NYBCL.

The Merger. (a) Subject to the terms and conditions of this Agreement, and in accordance with the DGCL, at the Effective Time (as defined in Section 1.4)Time, the Company and Sub Purchaser shall consummate a merger (the “Merger”) in accordance with the DGCL Merger pursuant to which (i) Sub will Purchaser shall be merged with and into the Company and the separate corporate existence of Sub will Purchaser shall thereupon cease; , (ii) the Company will shall be the successor or surviving corporation in the Merger and will shall continue to be governed by the Laws of the State of Delaware; DGCL, and (iii) the separate corporate existence of the Company with all its rights, privileges, immunities, powers and franchises will shall continue unaffected by the Merger; and (iv) the Company will succeed to and assume all the rights and obligations of Sub. The corporation surviving the Merger is sometimes hereinafter referred to as the “Surviving Corporation.” The Merger shall have the effects set forth in the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all the property, rights, privileges, powers and franchises of the Company and Sub shall be vested in the Surviving Corporation, and all debts, liabilities and duties of the Company and Sub shall become the debts, liabilities and duties of the Surviving Corporation. (b) At the Effective Time, the certificate of incorporation of the Company Certificate shall, by virtue of the Merger, be amended and restated in its entirety to read as set forth in Annex A to this Agreement (which shall contain indemnification, contribution and exculpation provisions identical to those set forth in the form Company Certificate in effect as of Annex III the date hereof) and, as so amendedamended and restated, shall be the certificate of incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Law. (c) , subject to the terms of this Agreement. At the Effective Time, and without any further action on the part of the Company and Sub, the bylaws of the Company shall Company, as in effect immediately prior to the Effective Time, shall, by virtue of the Merger, be amended and restated in their entirety to be read as set forth in Annex B to this Agreement (which shall contain indemnification, contribution and exculpation provisions identical to those set forth in the Company’s bylaws of Sub as in effect immediately prior to the Effective Time (except that such bylaws shall be amended to reflect that the name as of the Surviving Corporation shall be VNUS Medical Technologies, Inc.), date hereof) and, as so amendedamended and restated, shall be the bylaws of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Law, subject to the DGCL, the certificate terms of incorporation of the Surviving Corporation and such bylawsthis Agreement.

The Merger. (a) Subject to the terms and conditions of this AgreementAgreement and in accordance with the Delaware General Corporation Law (the “DGCL”) and the Limited Liability Company Act of the State of Delaware (the “DLLCA”), at the Effective Time (as defined in Section 1.4)Time, the Company and Sub One shall consummate a merger (the “Initial Merger”) in accordance with the DGCL , pursuant to which (i) Sub will be merged One shall merge with and into the Company and the separate corporate existence of Sub will One shall thereupon cease; , (ii) the Company will be shall continue as the successor or surviving corporation in and as a direct wholly-owned subsidiary of Parent (the “Surviving Corporation”) following the Initial Merger and will shall continue to be governed by the Laws laws of the State of Delaware; , and (iii) the separate corporate existence of the Company with all its rights, privileges, immunities, powers and franchises will shall continue unaffected by the Initial Merger; and (iv) the Company will succeed to and assume all the rights and obligations of Sub. The corporation surviving the Merger is sometimes hereinafter referred to as the “Surviving Corporation.” The Initial Merger shall have the effects set forth in the DGCL. Without limiting DGCL and/or the generality DLLCA. (b) Subject to the terms and conditions of this Agreement and in accordance with the DGCL and the DLLCA, immediately after the Effective Time and as part of a single integrated transaction with the Initial Merger, the Surviving Corporation and Sub Two shall consummate the Second Merger pursuant to which (i) the Surviving Corporation shall merge with and into Sub Two and the separate corporate existence of the foregoingSurviving Corporation shall thereupon cease, (ii) Sub Two shall continue as the surviving company (the “Surviving Company”) and as a direct wholly-owned subsidiary of Parent following the Second Merger and shall continue to be governed by the laws of the State of Delaware, and subject thereto, at (iii) all of the Effective Time, all the propertyproperties, rights, privileges, powers and franchises of the Company and Sub shall be vested Surviving Corporation will vest in the Surviving CorporationCompany, and all debts, liabilities and duties of the Company and Sub shall become the debts, liabilities liabilities, obligations and duties of the Surviving Corporation. (b) At Corporation will become the Effective Timedebts, the certificate of incorporation of the Company shallliabilities, by virtue of the Merger, be amended obligations and restated in its entirety to read in the form of Annex III and, as so amended, shall be the certificate of incorporation duties of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Law. (c) At Company. There shall be no conditions to the Effective TimeSecond Merger, and without any further action on other than the part consummation of the Company Initial Merger. Parent and Sub, the bylaws Merger Subs agree that each of the Company Merger Subs shall each be amended treated as an entity disregarded from Parent for federal and restated applicable state and income tax purposes. The Second Merger shall have the effects set forth in their entirety to be identical to the bylaws of Sub as in effect immediately prior to the Effective Time (except that such bylaws shall be amended to reflect that the name of the Surviving Corporation shall be VNUS Medical Technologies, Inc.), and, as so amended, shall be the bylaws of the Surviving Corporation until thereafter changed or amended as provided by the DGCL, the certificate of incorporation of the Surviving Corporation and such bylawsDGCL and/or DLLCA.

The Merger. (a) Subject to receiving the requisite approvals of Target Fund Shareholders and the Acquiring Fund Shareholders, and to the other terms and conditions of this Agreementcontained herein, and in accordance with the DSTA, at the Effective Time (as defined in Section 1.4), the Company and Sub Target Fund shall consummate a merger (the “Merger”) in accordance with the DGCL pursuant to which (i) Sub will be merged with and into the Company Acquiring Fund (the “Merger”), the separate existence of the Target Fund as a Delaware statutory trust and registered investment company shall cease and the separate corporate Acquiring Fund shall continue as the surviving entity following the Merger. The existence of Sub will thereupon cease; (ii) the Company will be the successor or surviving corporation in Acquiring Fund shall continue unaffected and unimpaired by the Merger and will continue to it shall be governed by the DSTA. Each Acquiring Fund Common Share outstanding immediately prior to the Effective Time shall remain outstanding upon the Effective Time and shall be unaffected by the Merger. Each of the certificate of trust, the Declaration of Trust and the By-Laws of the Acquiring Fund shall be, respectively, the certificate of trust, the Declaration of Trust and the By-Laws of the Acquiring Fund as the entity surviving the Merger. The Trustees and officers of the Acquiring Fund shall remain the Trustees and officers of the Acquiring Fund as the entity surviving the Merger. (b) Upon the terms and subject to the conditions of this Agreement, on the Closing Date, the parties shall cause the Merger to be consummated by filing a certificate of merger (the “Certificate of Merger”) with the Secretary of State of the State of Delaware in accordance with the DSTA. The Merger shall become effective at such time as the Certificate of Merger is duly filed with the Secretary of State of the State of Delaware; , or at such subsequent date or time as the Funds shall agree and specify in the Certificate of Merger (iiithe “Effective Time”). (c) At the separate corporate existence Effective Time, the effect of the Company with all its rights, privileges, immunities, powers and franchises will continue unaffected by the Merger; and (iv) the Company will succeed to and assume all the rights and obligations of Sub. The corporation surviving the Merger is sometimes hereinafter referred to as the “Surviving Corporation.” The Merger shall have the effects set forth be as provided in the DGCLapplicable provisions of the DSTA. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, except as otherwise provided herein, all the property, rights, privileges, powers and franchises of the Company and Sub Target Fund shall be vested vest in the Surviving CorporationAcquiring Fund, and all debts, liabilities liabilities, obligations, and duties of the Company and Sub Target Fund shall become the debts, liabilities liabilities, obligations, and duties of the Surviving CorporationAcquiring Fund. (bd) At Prior to the Effective TimeClosing Date, the certificate Target Fund shall declare a dividend or dividends which, together with all such previous dividends, shall have the effect of incorporation distributing to its shareholders with respect to the taxable year ending with the Closing Date and all previous taxable years (i) all of its investment company taxable income recognized up to and including the Closing Date, if any (computed without regard to any deduction for dividends paid), (ii) all of its net capital gain, if any, recognized up to and including the Closing Date and (iii) the excess of its interest income excludable from gross income under Section 103(a) of the Company shallCode, if any, over its deductions disallowed under Sections 265 and 171(a)(2) of the Code recognized up to and including the Closing Date (collectively referred to as “Final Distributions”). The Acquiring Fund may pay amounts in respect of Final Distributions to the persons and entities who were Target Fund Shareholders (as of the record date fixed to determine the entitlement to the Final Distributions) after the Closing Date out of cash or other short-term liquid assets that have matured prior to the payment date of the Final Distributions and that were acquired by virtue the Acquiring Fund as a result of the Merger, be amended segregated for this purpose and restated maintained in its entirety an amount at least equal to read the remaining payment obligations in the form of Annex III and, as so amended, shall be the certificate of incorporation respect of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable LawFinal Distributions. (ce) At Pursuant to this Agreement, as soon as practicable after the Effective Time, and without any further action on the part of the Company and SubClosing Date, the bylaws of the Company shall be amended Acquiring Fund will issue and restated in their entirety to be identical deliver Acquiring Fund Common Shares to the bylaws persons or entities who were Target Fund Shareholders as of Sub as in effect immediately prior to the Effective Time (except that such bylaws in accordance with the provisions of this Agreement. Such delivery shall be amended accomplished by the opening of shareholder accounts on the share ledger records of the Acquiring Fund in the names of and in the amounts due to reflect such former Target Fund Shareholders based on their respective holdings in the Target Fund as of the Valuation Time. (f) The Valuation Time shall be at the close of business of the New York Stock Exchange on the business day immediately preceding the Closing Date, or such earlier or later day and time as may be mutually agreed upon in writing by the Funds (the “Valuation Time”). (g) The Target Fund and the Acquiring Fund covenant and agree to dispose of certain assets prior to the Closing Date, but only if and to the extent necessary, so that at Closing (as defined in Section 7(a) herein), when the Target Fund’s assets are added to the Acquiring Fund’s portfolio, the resulting portfolio will meet the Acquiring Fund’s investment objective, policies and restrictions. Notwithstanding the foregoing, nothing herein will require the Target Fund to dispose of any portion of its assets if, in the reasonable judgment of the Target Fund’s Board of Trustees or officers, such disposition would create more than an insignificant risk that the name Merger would not be treated as a “reorganization” described in Section 368(a) of the Surviving Corporation shall be VNUS Medical TechnologiesCode. (h) For U.S. federal income tax purposes, Inc.the parties to this Agreement intend that (i) the Merger qualify as a reorganization within the meaning of Section 368(a) of the Code, (ii) this Agreement constitutes a plan of reorganization within the meaning of U.S. Treasury Regulations Section 1.368-2(g), and, as so amended, shall and (iii) the parties to this Agreement will each be a party to such reorganization within the bylaws meaning of Section 368(b) of the Surviving Corporation until thereafter changed or amended as provided by the DGCL, the certificate of incorporation of the Surviving Corporation and such bylawsCode.

The Merger. (a) Subject to On the Closing Date, upon the terms and subject to the conditions of this Agreement, at the Effective Time (as defined in Section 1.4), the Company Parent and Merger Sub shall consummate a merger (the “Merger”) in accordance with the DGCL pursuant cause Merger Sub to which (i) Sub will be merged with and into SpinCo in accordance with the Company applicable provisions of the DGCL. The Merger shall become effective at the time the Certificate of M▇▇▇▇▇ is duly filed with the Secretary of State of the State of Delaware, or such later time as Parent and SpinCo shall agree and specify in the Certificate of Merger (such time as the Merger becomes effective being the “Effective Time”). At the Effective Time, the separate corporate existence of Merger Sub will thereupon shall cease; (ii) , and SpinCo shall continue as the Company will be the successor or surviving corporation in after the Merger and will continue to be governed by the Laws of the State of Delaware; (iii) the separate corporate existence of the Company with all its rights, privileges, immunities, powers and franchises will continue unaffected by the Merger; and (iv) the Company will succeed to and assume all the rights and obligations of Sub. The corporation surviving the Merger is sometimes hereinafter referred to herein as the “Surviving Corporation.” ”). The Merger shall will have the effects set forth in this Agreement and the applicable provisions of the DGCL. Without limiting the generality of the foregoingof, and subject theretoto, at the immediately preceding sentence, from and after the Effective Time, all the property, rights, privileges, powers immunities, powers, franchises, licenses, and franchises authority of SpinCo and the Company and Merger Sub shall be vested will vest in the Surviving Corporation, and all debts, liabilities liabilities, obligations, restrictions, and duties of each of SpinCo and the Company and Merger Sub shall will become the debts, liabilities liabilities, obligations, restrictions, and duties of the Surviving Corporation. (b) . As a result of the Merger, SpinCo shall become a direct, wholly owned Subsidiary of Parent. References herein to “SpinCo” with respect to the period from and after the Effective Time shall be deemed to be references to the Surviving Corporation. At the Effective Time, the certificate of incorporation effects of the Company shallMerger shall be as provided in this Agreement, by virtue the Certificate of Merger, and the applicable provisions of the Merger, be amended and restated in its entirety to read in the form of Annex III and, as so amended, shall be the certificate of incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable LawDGCL. (c) At the Effective Time, and without any further action on the part of the Company and Sub, the bylaws of the Company shall be amended and restated in their entirety to be identical to the bylaws of Sub as in effect immediately prior to the Effective Time (except that such bylaws shall be amended to reflect that the name of the Surviving Corporation shall be VNUS Medical Technologies, Inc.), and, as so amended, shall be the bylaws of the Surviving Corporation until thereafter changed or amended as provided by the DGCL, the certificate of incorporation of the Surviving Corporation and such bylaws.

The Merger. (a) Subject to Upon the terms and subject to the conditions of set forth in this Agreement, and in accordance with the DGCL, at the Effective Time (as defined in Section 1.4)Time, the Company and Merger Sub shall consummate a merger (the “Merger”) in accordance with the DGCL pursuant to which (i) Sub will be merged with and into the Company and Company. As a result of the Merger, the separate corporate existence of Merger Sub will thereupon shall cease; (ii) , and the Company will be shall continue as the successor or surviving corporation in of the Merger and will continue to be governed by the Laws of the State of Delaware; (iii) the separate corporate existence of the Company with all its rights, privileges, immunities, powers and franchises will continue unaffected by the Merger; and (iv) the Company will succeed to and assume all the rights and obligations of Sub. The corporation surviving the Merger is sometimes hereinafter referred to as the “Surviving Corporation.” ”). The Merger shall be effected pursuant to the DGCL and shall have the effects set forth in this Agreement and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, by virtue of the Merger and without the necessity of further action by the Company or any other Person, all of the property, rights, privileges, powers immunities, powers, franchises, licenses and franchises authority of the Company and Merger Sub shall be vested vest in the Surviving Corporation, and all of the debts, liabilities liabilities, obligations, restrictions and duties of the Company and Merger Sub shall become the debts, liabilities liabilities, obligations, restrictions and duties of the Surviving Corporation. The Merger and other transactions contemplated by this Agreement are referred to herein as the “Transactions”. (b) At the Effective Time, by virtue of the Merger and without the necessity of further action by the Company or any other Person, the certificate of incorporation of the Company shall, by virtue of the Merger, Surviving Corporation shall be amended and restated so as to read in its entirety to read in the form of Annex III andset forth as Exhibit A hereto, and as so amendedamended and restated, shall be the certificate of incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable LawLaw (subject to Section 5.7). In addition, the bylaws of Merger Sub as in effect immediately prior to the Effective Time shall be the bylaws of the Surviving Corporation, except that references to Merger Sub’s name shall be replaced with references to the Surviving Corporation’s name, until thereafter changed or amended as provided therein or by applicable Law (subject to Section 5.7). (c) At the Effective Time, by virtue of the Merger and without any the necessity of further action on the part of by the Company or any other Person, from and Subafter the Effective Time, (i) the bylaws directors of the Company shall be amended and restated in their entirety to be identical to the bylaws of Merger Sub as in effect immediately prior to the Effective Time or such other individuals designated by Parent as of the Effective Time shall become the directors of the Surviving Corporation, and (except that ii) the officers of the Company immediately prior to the Effective Time or such other individuals designated by Parent as of the Effective Time shall become the officers of the Surviving Corporation, each such directors or officers to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation until their respective successors shall have been duly elected, designated or qualified, or until their earlier death, resignation or removal in accordance with the certificate of incorporation and bylaws of the Surviving Corporation. (d) If, at any time after the Effective Time, the Surviving Corporation shall determine, or shall be amended advised, that any deeds, bills of sale, instruments of conveyance, assignments, assurances or any other actions or things are necessary or desirable to reflect that vest, perfect or confirm of record or otherwise in the name Surviving Corporation its right, title or interest in, to or under any of the rights, properties or assets of either of the Company or Merger Sub acquired or to be acquired by the Surviving Corporation as a result of, or in connection with, the Merger or otherwise to carry out this Agreement, then the officers and directors of the Surviving Corporation shall be VNUS Medical Technologiesauthorized to execute and deliver, Inc.)in the name and on behalf of either the Company or Merger Sub, andall such deeds, bills of sale, instruments of conveyance, assignments and assurances and to take and do, in the name and on behalf of each of such corporations or otherwise, all such other actions and things as so amendedmay be necessary or desirable to vest, shall be the bylaws of perfect or confirm any and all right, title or interest in, to and under such rights, properties or assets in the Surviving Corporation until thereafter changed or amended as provided by the DGCL, the certificate of incorporation of the Surviving Corporation and such bylawsotherwise to carry out this Agreement.

The Merger. (a) Subject to Upon the terms and subject to the conditions of set forth in this Agreement, and in accordance with the New York Business Corporation Law (the “NYBCL”), at the Effective Time (as defined in Section 1.4)Time, the Company and Merger Sub shall consummate a merger (the “Merger”) in accordance with the DGCL pursuant to which (i) Sub will be merged with and into the Company and Company. As a result of the Merger, the separate corporate existence of Merger Sub will thereupon shall cease; (ii) , and the Company will be shall continue as the successor or surviving corporation of the Merger (the “Surviving Corporation”). The Merger shall have the effects set forth in this Agreement and in the Merger and will continue to be governed by the Laws applicable provisions of the State of Delaware; (iii) NYBCL. Without limiting the separate corporate existence generality of the Company with foregoing, at the Effective Time, all its of the property, rights, privileges, immunities, powers and franchises will continue unaffected by the Merger; and (iv) the Company will succeed to and assume all the rights and obligations of Sub. The corporation surviving the Merger is sometimes hereinafter referred to as the “Surviving Corporation.” The Merger shall have the effects set forth in the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all the property, rights, privileges, powers and franchises of the Company and Merger Sub shall be vested vest in the Surviving Corporation, and all of the debts, liabilities and duties of the Company and Merger Sub shall become the debts, liabilities and duties of the Surviving Corporation. (b) At the Effective Time, Parent shall cause the certificate of incorporation of the Company shall, by virtue of the Merger, Surviving Corporation to be amended and restated in its entirety to read in the form of Annex III and, as so amended, shall be identical to the certificate of incorporation of Merger Sub immediately prior to the Effective Time, except that the name of the Surviving Corporation shall be changed to “CH Energy Group, Inc.”, until thereafter changed or amended as provided therein or by applicable Law, subject to Section 5.10. In addition, at the Effective Time, the bylaws of Merger Sub as in effect immediately prior to the Effective Time shall be the bylaws of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Law, subject to Section 5.10. (c) At the Effective Time, and without any further action on the part The directors of the Company and Sub, the bylaws of the Company shall be amended and restated in their entirety to be identical to the bylaws of Merger Sub as in effect immediately prior to the Effective Time shall, at the Effective Time, be the directors of the Surviving Corporation, each to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation until their respective successors shall have been duly elected, designated or qualified, or until their earlier death, resignation or removal in accordance with the certificate of incorporation and bylaws of the Surviving Corporation. The officers of the Company immediately prior to the Effective Time shall, from and after the Effective Time, continue as the officers of the Surviving Corporation, each to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation until their respective successors shall have been duly elected, designated or qualified, or until their earlier death, resignation or removal in accordance with the certificate of incorporation and bylaws of the Surviving Corporation. Parent and the Surviving Corporation shall cause up to three (except 3) members of the Company Board designated by the Company who are members of the Company Board as of the Closing and who are reasonably acceptable to Parent to be elected to the Board of Directors of the Surviving Corporation as of the Effective Time; provided, that at least one (1) such bylaws designee shall be amended the Chief Executive Officer of the Company. (d) After the Effective Time, if the Surviving Corporation shall determine or shall be advised that any deeds, bills of sale, instruments of conveyance, assignments, assurances or any other actions or things are necessary or desirable to reflect that vest, perfect or confirm of record or otherwise in the name Surviving Corporation its right, title or interest in, to or under any of the rights, properties or assets of either of the Company or Merger Sub acquired or to be acquired by the Surviving Corporation as a result of, or in connection with, the Merger or otherwise to carry out this Agreement, then the officers and directors of the Surviving Corporation shall be VNUS Medical Technologiesauthorized to execute and deliver, Inc.)in the name and on behalf of either the Company or Merger Sub, andall such deeds, bills of sale, instruments of conveyance, assignments and assurances and to take and do, in the name and on behalf of each of such corporations or otherwise, all such other actions and things as so amendedmay be necessary or desirable to vest, shall be the bylaws of perfect or confirm any and all right, title or interest in, to and under such rights, properties or assets in the Surviving Corporation until thereafter changed or amended as provided by the DGCL, the certificate of incorporation of the Surviving Corporation and such bylawsotherwise to carry out this Agreement.

The Merger. (a) Subject to the terms and conditions of this Agreement, at the Effective Time (as defined in Section 1.4), the Company and Sub shall consummate a merger (the “Merger”) in accordance with the DGCL pursuant to which (i) Sub will shall be merged with and into the Company and the separate corporate existence of Sub will shall thereupon cease; (ii) the Company will shall be the successor or surviving corporation in the Merger and will shall continue to be governed by the Laws laws of the State of Delaware; (iii) the separate corporate existence of the Company with all its rights, privileges, immunities, powers and franchises will shall continue unaffected by the Merger; and (iv) the Company will shall succeed to and assume all the rights and obligations of Sub. The corporation surviving the Merger is sometimes hereinafter referred to as the “Surviving Corporation.” The Merger shall have the effects set forth in the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, Time all the property, rights, privileges, powers and franchises of the Company and Sub shall be vested in the Surviving Corporation, and all debts, liabilities and duties of the Company and Sub shall become the debts, liabilities and duties of the Surviving Corporation. (b) At the Effective Time, the certificate The Certificate of incorporation Incorporation of the Company shall, by virtue of the Merger, Surviving Corporation shall be amended and restated in its entirety at the Effective Time to read in the form of Annex III andIII, and as so amended, such Certificate of Incorporation shall be the certificate Certificate of incorporation Incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Law. (c) At the Effective Time, and without any further action on the part of the Company and Sub, the bylaws of the Company shall be amended and restated in their entirety to be identical to the bylaws of Sub as in effect immediately prior to the Effective Time (except that such bylaws shall be amended to reflect that the name The By-Laws of the Surviving Corporation shall be VNUS Medical Technologiesamended and restated at the Effective Time to read in the form of Annex IV, Inc.), and, and as so amended, such By-Laws shall be the bylaws By-Laws of the Surviving Corporation until thereafter changed or amended as provided by the DGCL, the certificate Certificate of incorporation Incorporation of the Surviving Corporation and such bylawsBy-Laws.

The Merger. (a) Subject to Upon the terms and subject to the conditions of set forth in this Agreement, and in accordance with the NDBCA, at the Effective Time (as defined in Section 1.4)Time, the Company and Merger Sub shall consummate a merger (the “Merger”) in accordance with the DGCL pursuant to which (i) Sub will be merged with and into the Company and Company. As a result of the Merger, the separate corporate existence of Merger Sub will thereupon shall cease; (ii) , and the Company will be shall continue as the successor or surviving corporation in Surviving Corporation of the Merger and will continue as a wholly-owned Subsidiary of Parent. The Merger shall be effected pursuant to be governed the NDBCA, as and to the extent modified by the Laws NDPTCA and shall have the effects set forth in this Agreement and the applicable provisions of the State of Delaware; (iii) NDBCA and the separate corporate existence NDPTCA. Without limiting the generality of the Company with foregoing, at the Effective Time, all its of the property, rights, privileges, immunities, powers and franchises will continue unaffected by the Merger; and (iv) the Company will succeed to and assume all the rights and obligations of Sub. The corporation surviving the Merger is sometimes hereinafter referred to as the “Surviving Corporation.” The Merger shall have the effects set forth in the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all the property, rights, privileges, powers and franchises of the Company and Merger Sub shall be vested vest in the Surviving Corporation, and all of the debts, liabilities and duties of the Company and Merger Sub shall become the debts, liabilities and duties of the Surviving Corporation. The Merger and the other transactions contemplated by this Agreement are referred to herein as the “Transactions”. Parent and the Company agree that for U.S. federal income tax purposes the Merger shall be treated as a stock purchase, whereby Parent purchases all of the Company Shares. (b) At the Effective Time, by virtue of the certificate filing of the Articles of Merger and without the necessity of further action by the Company or any other Person, the articles of incorporation of the Company shall, by virtue of the Merger, Surviving Corporation shall be amended and restated so as to read in its entirety in the form set forth as Exhibit C hereto, and as so amended and restated shall be the articles of incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Law. In addition, the Company and the Surviving Corporation shall take all necessary action such that, at the Effective Time, the bylaws of the Surviving Corporation shall be amended so as to read in its entirety in the form of Annex III andset forth as Exhibit D hereto, and as so amended, amended shall be the certificate of incorporation bylaws of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Law. (c) At the Effective Time, by virtue of the Merger and without any the necessity of further action on the part of by the Company and Subor any other Person, the bylaws directors of the Company shall be amended and restated in their entirety to be identical to the bylaws of Merger Sub as in effect immediately prior to the Effective Time or such other individuals designated by Parent as of the Effective Time shall become the directors of the Surviving Corporation, each to hold office, from and after the Effective Time, in accordance with the articles of incorporation and bylaws of the Surviving Corporation until their respective successors shall have been duly elected, designated or qualified, or until their earlier death, resignation or removal in accordance with the articles of incorporation and bylaws of the Surviving Corporation. The officers of Merger Sub immediately prior to the Effective Time or such other individuals designated by Parent as of the Effective Time shall become the officers of the Surviving Corporation, each to hold office in accordance with the articles of incorporation and bylaws of the Surviving Corporation until their respective successors shall have been duly elected, designated or qualified, or until their earlier death, resignation or removal in accordance with the articles of incorporation and bylaws of the Surviving Corporation. (except that such bylaws d) If, at any time after the Effective Time, the Surviving Corporation shall determine, in its sole discretion, or shall be amended advised, that any deeds, bills of sale, instruments of conveyance, assignments, assurances or any other actions or things are necessary or desirable to reflect that vest, perfect or confirm of record or otherwise in the name Surviving Corporation its right, title or interest in, to or under any of the rights, properties or assets of either of the Company or Merger Sub acquired or to be acquired by the Surviving Corporation, as applicable, as a result of, or in connection with, the Transactions or otherwise to carry out this Agreement and the Ancillary Agreements, then the officers and directors of the Surviving Corporation shall be VNUS Medical Technologiesauthorized to execute and deliver, Inc.)in the name and on behalf of either the Company or Merger Sub, andall such deeds, bills of sale, instruments of conveyance, assignments and assurances and to take and do, in the name and on behalf of each of such corporations or otherwise, all such other actions and things as so amendedmay be necessary or desirable to vest, shall be the bylaws of perfect or confirm any and all right, title or interest in, to and under such rights, properties or assets in the Surviving Corporation until thereafter changed or amended as provided by otherwise to carry out this Agreement and the DGCL, the certificate of incorporation of the Surviving Corporation and such bylawsAncillary Agreements.

The Merger. (a) Subject to Upon the terms and subject to the conditions of set forth in this Agreement, and in accordance with the Merger Agreement and the Companies Act, at the Effective Time (as defined in Section 1.4)Time, the Company and Sub shall consummate a merger (the “Merger”) in accordance with the DGCL pursuant to which (i) Sub Purchaser will be merged with and into the Company and the separate corporate existence of Sub will thereupon cease; (ii) the Company will be the successor or surviving corporation in the Merger and will continue to be governed by the Laws Company. As a result of the State of Delaware; (iii) Merger, the separate corporate existence of the Company with all its rightsPurchaser will cease, privileges, immunities, powers and franchises will continue unaffected by the Merger; and (iv) the Company will succeed to and assume all continue as the rights and obligations surviving entity of Sub. The corporation surviving the Merger is sometimes hereinafter referred to as (the “Surviving Corporation.Company”). The parties acknowledge and agree that (x) the Merger will be effected so as to constitute a “merger” The Merger shall have as such term is understood under the effects set forth Laws of Bermuda and (y) the Surviving Company will be deemed to be a “surviving company” in the DGCL. Without limiting the generality accordance with Section 104H of the foregoingCompanies Act. Pursuant to Section 109(2) of the Companies Act, from and subject thereto, at after the Effective Time, all : (i) the property, rights, privileges, powers and franchises Merger of the Company and Sub shall be vested the Purchaser and the vesting of their undertakings, property and liabilities in the Surviving Corporation, Company will become effective; (ii) the Surviving Company will continue to be liable for the obligations and all debts, liabilities and duties of each of the Company and Sub shall become the debtsPurchaser; (iii) any existing cause of action, liabilities and duties of claim or liability to prosecution will be unaffected; (iv) any civil, criminal or administrative action or proceeding pending by or against the Company or the Purchaser may continue to be prosecuted by or against the Surviving Corporation. Company; (bv) At the Effective Timea conviction against, or ruling, order or judgment in favor of or against, the certificate Company or the Purchaser may be enforced by or against the Surviving Company; (vi) the Certificate of incorporation of the Company shall, by virtue of the Merger, Merger will be amended and restated in its entirety deemed to read in the form of Annex III and, as so amended, shall be the certificate of incorporation of the Surviving Corporation Company; (vii) the Registrar of Companies in Bermuda (the “Registrar”) will strike the Purchaser off the register; and (viii) the cessation of the Purchaser will not be a winding up within Part XIII of the Companies Act. (b) The Company and the Surviving Company will take all necessary action such that, at the Effective Time, the bye-laws of the Surviving Company will be amended so as to read in their entirety in the form set forth as Exhibit B hereto, until thereafter changed or amended as provided therein or by applicable Law. (c) At the Effective Time, and without any further action on the part The directors of the Company and Sub, the bylaws of the Company shall be amended and restated in their entirety to be identical to the bylaws of Sub as in effect Purchaser immediately prior to the Effective Time (except that such bylaws shall will, from and after the Effective Time, be amended to reflect that the name initial directors of the Surviving Corporation shall be VNUS Medical TechnologiesCompany, Inc.), and, as so amended, shall be each to hold office in accordance with the bylaws bye-laws of the Surviving Corporation Company until thereafter changed their respective successors have been duly elected, designated or amended as provided by qualified, or until their earlier death, resignation or removal in accordance with the DGCL, the certificate of incorporation bye-laws of the Surviving Corporation Company. The officers of the Company immediately prior to the Effective Time, from and after the Effective Time, will continue as the officers of the Surviving Company, each to hold office in accordance with the bye-laws of the Surviving Company until their respective successors have been duly elected, designated or qualified, or until their earlier death, resignation or removal in accordance with bye-laws of the Surviving Company. (d) If at any time after the Effective Time, the Surviving Company or Parent determines or is advised that any deeds, bills of sale, instruments of conveyance, assignments, assurances or any other actions or things are necessary or desirable to vest, perfect or confirm of record or otherwise in the Surviving Company its right, title or interest in, to or under any of the rights, properties or assets of either of the Company or the Purchaser acquired or to be acquired by the Surviving Company as a result of, or in connection with, the Merger or otherwise to carry out this Agreement, then the officers and directors of the Surviving Company shall execute and deliver, in the name and on behalf of either the Company or the Purchaser, all such bylawsdeeds, bills of sale, instruments of conveyance, assignments and assurances and take and do, in the name and on behalf of each of such companies or otherwise, all such other actions and things as may be necessary or desirable to vest, perfect or confirm any and all right, title or interest in, to and under such rights, properties or assets in the Surviving Company or otherwise to carry out this Agreement.

The Merger. (a) Subject to the terms and conditions of this Agreement, at At the Effective Time (as defined in Section 1.4)Time, the Company and Sub Acquiror shall consummate a merger (the “Merger”) in accordance with the DGCL pursuant to which (i) Sub will be merged with and into the Company in accordance with the terms and conditions of this Agreement and the OBCA, at which time the separate corporate existence of Sub will thereupon cease; (ii) Acquiror shall cease and the Company will be shall continue its existence as the successor or surviving corporation in corporation. In its capacity as the Merger and will continue to be governed by the Laws of the State of Delaware; (iii) the separate corporate existence of the Company with all its rights, privileges, immunities, powers and franchises will continue unaffected by the Merger; and (iv) the Company will succeed to and assume all the rights and obligations of Sub. The corporation surviving the Merger is Merger, this Agreement sometimes hereinafter referred refers to the Company as the “Surviving Corporation.” ” (b) As soon as practicable on or after the Closing Date, the Company will file articles of merger or other appropriate documents (the “Articles of Merger”) with the Secretary of State of the State of Oregon (the “Secretary of State”) and make all other filings or recordings required by the OBCA in connection with the Merger. The Merger shall become effective when the Articles of Merger are duly filed with and accepted by the Secretary of State, or at such later time as is agreed upon by the parties and specified in the Articles of Merger (such time as the Merger becomes effective is referred to herein as the “Effective Time”). (c) From and after the Effective Time, the Merger shall have the effects set forth in the DGCLapplicable provisions of the OBCA. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, without further act or deed, all the property, rights, immunities, privileges, powers powers, franchises and franchises licenses of the Company and Sub Acquiror shall be vested vest in the Surviving Corporation, Corporation and all debts, liabilities liabilities, obligations, restrictions and duties of each of the Company and Sub Acquiror shall become the debts, liabilities liabilities, obligations, restrictions and duties of the Surviving Corporation. (bd) At the Effective Time, the certificate of incorporation The closing of the Company shallMerger (the “Closing”) shall be held at the offices of ▇▇▇▇ & ▇▇▇▇▇ Professional Corporation, ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ (or such other place as agreed by virtue the parties) not later than the third Business Day following the date on which all of the Merger, be amended and restated conditions set forth in its entirety to read in the form of Annex III and, as so amended, shall be the certificate of incorporation of the Surviving Corporation until thereafter changed Article IX are satisfied or amended as provided therein or by applicable Law. waived (c) At the Effective Time, and without any further action on the part of the Company and Sub, the bylaws of the Company shall be amended and restated in their entirety other than those conditions to be identical satisfied at the Closing, but subject to the bylaws of Sub as in effect immediately prior to the Effective Time (except that such bylaws shall be amended to reflect that the name of the Surviving Corporation shall be VNUS Medical Technologies, Inc.satisfaction or waiver thereof), and, unless the parties hereto agree to another date. The date upon which the Closing occurs is hereinafter referred to as so amended, shall be the bylaws of the Surviving Corporation until thereafter changed or amended as provided by the DGCL, the certificate of incorporation of the Surviving Corporation and such bylaws“Closing Date.”

The Merger. (a) Subject to Upon the terms and subject to the conditions of set forth in this Agreement, and in accordance with the CICA, at the Effective Time (as defined in Section 1.4)Time, the Company and Merger Sub shall consummate a merger (the “Merger”) in accordance with the DGCL pursuant to which (i) Sub will be merged with and into the Company and Company. As a result of the Merger, the separate corporate existence of Merger Sub shall cease to exist and will thereupon cease; (ii) be struck off the Register of Companies in the Cayman Islands, and the Company will be shall continue as the successor or surviving corporation in the Merger and will continue to be governed by Surviving Company under the Laws of the State Cayman Islands and become a wholly owned Subsidiary of Delaware; (iii) the separate corporate existence of the Company with all its rights, privileges, immunities, powers and franchises will continue unaffected by the Merger; and (iv) the Company will succeed to and assume all the rights and obligations of SubParent. The corporation surviving Merger shall be effected pursuant to the Merger is sometimes hereinafter referred to as the “Surviving Corporation.” The Merger CICA and shall have the effects set forth in this Agreement and the DGCLapplicable provisions of the CICA. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all the property, rights, privilegesthe property of every description including choses in action, powers and franchises the business, undertaking, goodwill, benefits, immunities and privileges of each of the Company and Merger Sub shall be vested vest in the Surviving CorporationCompany, and the Surviving Company shall be liable for and subject, in the same manner as the Company and Merger Sub, to all debtsmortgages, charges or security interests and all contracts, obligations, claims, debts and liabilities and duties of each of the Company and Sub shall become Merger Sub. The Merger and other transactions contemplated by this Agreement are referred to herein as the debts, liabilities and duties of the Surviving Corporation“Transactions”. (b) At the Effective Time, the certificate of incorporation of the Company shall, by virtue of the MergerMerger and without the necessity of further action by the Company or any other Person, be amended the memorandum and restated in its entirety to read in the form articles of Annex III andassociation of Merger Sub, as so amendedin effect immediately prior to the Effective Time, shall be the certificate memorandum and articles of incorporation association of the Surviving Corporation Company until thereafter changed or amended in accordance with applicable Law and such memorandum and articles of association; save and except (i) all references to the name of the Surviving Company shall be amended to “Silicon Motion Technology Corporation”; (ii) all references therein to the authorized share capital of the Surviving Company shall be amended to refer to the correct authorized share capital of the Surviving Company as provided therein or approved in the Plan of Merger; (iii) such memorandum and articles of association shall include such indemnification provisions as required by applicable LawSection 5.10(a); and (iv) such other conforming changes necessary given the Merger. (c) At the Effective Time, by virtue of the Merger and without any the necessity of further action on the part of by the Company and Subor any other Person, the bylaws directors of the Company shall be amended and restated in their entirety to be identical to the bylaws of Merger Sub as in effect immediately prior to the Effective Time (except that or such bylaws other individuals designated by Parent prior to the Effective Time shall be amended to reflect that become the name directors of the Surviving Corporation shall be VNUS Medical TechnologiesCompany, Inc.)each to hold office, andfrom and after the Effective Time, as so amended, shall be in accordance with the bylaws memorandum and articles of association of the Surviving Corporation Company until thereafter changed their respective successors shall have been duly elected, designated or amended as provided by qualified, or until their earlier death, resignation or removal in accordance with the DGCL, the certificate memorandum and articles of incorporation association of the Surviving Corporation Company. The officers of the Company immediately prior to the Effective Time shall continue to be the officers of the Surviving Company from and after the Effective Time holding the same officer positions and titles as with the Company immediately prior to the Effective Time, each to hold office in accordance with the memorandum and articles of association of the Surviving Company until their respective successors shall have been duly elected, designated or qualified, or until their earlier death, resignation or removal in accordance with memorandum and articles of association of the Surviving Company. (d) If, at any time after the Effective Time, the Surviving Company shall determine, in its sole discretion, or shall be advised, that any deeds, bills of sale, instruments of conveyance, assignments, assurances or any other actions or things are necessary or desirable to vest, perfect or confirm of record or otherwise in the Surviving Company its right, title or interest in, to or under any of the rights, properties or assets of either of the Company or Merger Sub acquired or to be acquired by the Surviving Company as a result of, or in connection with, the Merger or otherwise to carry out this Agreement, then the officers and directors of the Surviving Company shall be authorized to execute and deliver all such bylawsdeeds, bills of sale, instruments of conveyance, assignments and assurances and to take and do all such other actions and things as may be necessary or desirable to vest, perfect or confirm any and all right, title or interest in, to and under such rights, properties or assets in the Surviving Company or otherwise to carry out this Agreement.

The Merger. (a) Subject to Upon the terms and subject to the conditions of this Agreement, at the Effective Time (as defined in Section 1.4)Time, the Company and Sub shall consummate a merger (the “Merger”) in accordance with the DGCL pursuant to which (i) Sub will be merged with and into Merger Sub in accordance with the provisions of the Delaware Limited Liability Company Act (6 Del. C. §§ 18-101 et seq.), as amended from time to time (the "Delaware Act"), and the Colorado Business Corporation Act (the "CBCA"). As a result of the Merger, the separate existence of the Company shall cease and Merger Sub shall continue its existence under the separate corporate existence of Sub will thereupon cease; (ii) the Company will be the successor or surviving corporation in the Merger and will continue to be governed by the Laws laws of the State of Delaware; Delaware as the surviving company (iiiin such capacity, Merger Sub is sometimes referred to herein as the "Surviving Company"). (b) At the separate corporate existence Closing, the Company and Merger Sub shall cause a certificate of merger substantially in the form of Exhibit B hereto (the "Certificate of Merger") to be executed, acknowledged and filed with the Secretary of State of the State of Delaware and make all other filings or recordings required by the Delaware Act in connection with the Merger. Additionally, at the Closing, the Company and Merger Sub shall cause a statement of merger substantially in the form of Exhibit C hereto (the "Statement of Merger") to be executed, acknowledged and filed with the Secretary of State of the State of Colorado and make all its other filings or recordings required by the CBCA in connection with the Merger. The Merger shall become effective at such time as the Certificate of Merger is duly filed with the Secretary of State of the State of Delaware and the Statement of Merger is duly filed with the Secretary of State of the State of Colorado or at such other time as Parent and the Company shall agree and specify in the Certificate of Merger and Statement of Merger (the "Effective Time"). (c) From and after the Effective Time, the Surviving Company shall succeed to all the assets, rights, privileges, immunities, powers and franchises will continue unaffected by the Merger; and (iv) the Company will succeed be subject to and assume all the rights and obligations of Sub. The corporation surviving the Merger is sometimes hereinafter referred to as the “Surviving Corporation.” The Merger shall have the effects set forth in the DGCL. Without limiting the generality of the foregoingLiabilities, and subject theretorestrictions, at the Effective Time, all the property, rights, privileges, powers and franchises of the Company and Sub shall be vested in the Surviving Corporation, and all debts, liabilities disabilities and duties of the Company and Sub shall become the debtsMerger Sub, liabilities and duties of the Surviving Corporation. (b) At the Effective Time, the certificate of incorporation of the Company shall, by virtue of the Merger, be amended and restated in its entirety to read in the form of Annex III and, as so amended, shall be the certificate of incorporation of the Surviving Corporation until thereafter changed or amended all as provided therein or by applicable Lawin this Agreement and under the Delaware Act and the CBCA. (c) At the Effective Time, and without any further action on the part of the Company and Sub, the bylaws of the Company shall be amended and restated in their entirety to be identical to the bylaws of Sub as in effect immediately prior to the Effective Time (except that such bylaws shall be amended to reflect that the name of the Surviving Corporation shall be VNUS Medical Technologies, Inc.), and, as so amended, shall be the bylaws of the Surviving Corporation until thereafter changed or amended as provided by the DGCL, the certificate of incorporation of the Surviving Corporation and such bylaws.

The Merger. (a) Subject to the terms and conditions of this Agreement, New Bank shall, at the Effective Time (as defined in Section 1.4herein), the Company and Sub shall consummate a merger (the “Merger”) in accordance with the DGCL pursuant to which (i) Sub will be merged merge with and into the Company Merger Sub, and the separate corporate existence of New Bank shall cease. Merger Sub will thereupon cease; (ii) the Company will shall be the successor or surviving corporation resulting institution in the Merger and shall continue its corporate existence. Immediately after the Merger, Bank shall be merged into Merger Sub, and Merger Sub will continue to be governed by the Laws Resulting Institution of the State of Delaware; Subsequent Merger. (iiib) The Merger and the separate corporate existence Subsequent Merger will be effected pursuant to the provisions of, and with the effect provided in, the applicable provisions of the Company with all its rightsrules and regulations of the offices of the Comptroller of the Currency (the "OCC"), privilegesthe Office of Thrift Supervision ("OTS") and any other applicable authority, immunities, powers and franchises will continue unaffected by the Merger; and as may be applicable (iv) the Company will succeed to and assume all the rights and obligations of Sub. The corporation surviving the Merger such applicable regulatory authority is sometimes hereinafter referred to as the “Surviving Corporation.” The "Bank Authority"), including the execution by Merger shall have the effects set forth in the DGCL. Without limiting the generality Sub and New Bank of the foregoing, and subject thereto, at the Effective Time, all the property, rights, privileges, powers and franchises articles of the Company and Sub shall be vested in the Surviving Corporation, and all debts, liabilities and duties of the Company and Sub shall become the debts, liabilities and duties of the Surviving Corporation. (b) At the Effective Time, the certificate of incorporation of the Company shall, by virtue of the Merger, be amended and restated in its entirety to read merger in the form required by the Bank Authority setting forth the terms of Annex III and, as so amended, shall be this Agreement (the certificate "Articles of incorporation of Merger") and the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Lawfiling thereof with the Bank Authority. (c) At Subject to the provisions of Articles 6 and 7 hereof, the closing of the transactions contemplated hereby shall take place at such location, on such date, and at such time as TCF and Standard mutually agree, at the earliest practicable time after the expiration of all applicable waiting periods, in connection with approvals of governmental authorities and the satisfaction or waiver of all conditions to the Merger, but in no event later than ten business days after all such waiting periods have expired and all such conditions have been satisfied or waived, or on such other date as the parties hereto may mutually agree upon. On the closing date, to effect the Merger, the parties hereto will cause the Articles of Merger to be executed and filed with the Bank Authority and the Merger shall be effective upon the filing of the Articles of Merger with the Bank Authority in accordance with the rules and regulations of the Bank Authority (the "Effective Time, and without any further action "). The term "Effective Date" shall mean the day on which the part of the Company and Sub, the bylaws of the Company shall be amended and restated in their entirety to be identical to the bylaws of Sub as in effect immediately prior to the Effective Time (except that such bylaws shall be amended to reflect that the name of the Surviving Corporation shall be VNUS Medical Technologies, Inc.), and, as so amended, shall be the bylaws of the Surviving Corporation until thereafter changed or amended as provided by the DGCL, the certificate of incorporation of the Surviving Corporation and such bylawsMerger becomes effective.

The Merger. (a) Subject to the terms and conditions of this Agreement, at the Effective Time (as defined in Section 1.41.2), the Company and Sub shall consummate a merger (the “Merger”) in accordance with the DGCL WBCL, pursuant to which (i) Sub will shall be merged with and into the Company Company, and the separate corporate existence of Sub will shall thereupon cease; (ii) the Company will shall be the successor or surviving corporation in the Merger and will shall continue to be governed by the Laws laws of the State of DelawareWisconsin; (iii) the separate corporate existence of the Company with all its rights, privileges, immunities, powers and franchises will shall continue unaffected by the Merger; and (iv) the Company will shall succeed to and assume all the rights and obligations of Sub. The corporation surviving the Merger is sometimes hereinafter referred to as the “Surviving Corporation.” The Merger shall have the effects set forth in the DGCLWBCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, Time all the property, rights, privileges, powers and franchises of the Company and Sub shall be vested in the Surviving Corporation, and all debts, liabilities and duties of the Company and Sub shall become the debts, liabilities and duties of the Surviving Corporation. (b) At The Articles of Incorporation of Sub, as in effect immediately prior to the Effective TimeTime (other than the name of Sub, the certificate of incorporation of the Company shall, by virtue of the Merger, which shall be amended and restated in its entirety to read in the form of Annex III and“Bone Care International, as so amendedInc.”), shall be the certificate Articles of incorporation Incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Law. (c) At the Effective Time, and without any further action on the part The By-Laws of the Company and Sub, the bylaws of the Company shall be amended and restated in their entirety to be identical to the bylaws of Sub as in effect immediately prior to the Effective Time (except that such bylaws shall be amended to reflect that the name of the Surviving Corporation shall be VNUS Medical Technologies, Inc.), and, as so amendedTime, shall be the bylaws By-Laws of the Surviving Corporation until thereafter changed or amended as provided provide therein or by the DGCL, the certificate of incorporation of the Surviving Corporation and such bylawsapplicable Law.

The Merger. (a) Subject to Upon the terms and conditions of this Agreement, at the "Effective Time Time" (as defined in Section 1.4herein), the Company Newco shall be merged with and Sub shall consummate a merger into Boxing (the “"Merger”") in accordance with the DGCL pursuant to which provisions of the Delaware General Corporation Law (i) Sub will be merged with and into the Company and "DGCL"), the separate corporate existence of Sub will thereupon cease; (ii) Newco shall cease and Boxing shall continue as the Company will be the successor or surviving corporation in (the Merger and will continue to be governed by "Surviving Corporation") under the Laws laws of the State of Delaware; (iii) the separate corporate existence of the Company with all its rights, privileges, immunities, powers and franchises will continue unaffected by the Merger; and (iv) the Company will succeed to and assume all the rights and obligations of Sub. The corporation surviving the Merger is sometimes hereinafter referred to as the “Surviving Corporation.” The Merger shall have the effects set forth in Section 251 of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all the property, rights, privileges, powers and franchises of the Company and Sub shall be vested in the Surviving Corporation, and all debts, liabilities and duties of the Company and Sub shall become the debts, liabilities and duties of the Surviving Corporation. (b) At Subject to the Effective Timeprovisions of this Agreement, the a certificate of incorporation merger (the "Certificate of the Company shall, by virtue of the Merger, be amended and restated in its entirety to read in the form of Annex III and, as so amended, ") shall be the certificate of incorporation of duly prepared, executed and acknowledged by the Surviving Corporation until and thereafter changed or amended delivered to the Secretary of State of the State of Delaware for filing, as provided therein in the DGCL, as soon as practicable on or by applicable Lawafter the Merger Closing Date (as defined in Section 2.3). The Merger shall become effective upon the filing of the Certificate of Merger with the Secretary of State of the State of Delaware or at such time thereafter as provided in the Certificate of Merger pursuant to the mutual agreement of Acquiror and Boxing (the "Effective Time"). (c) At the Effective Time: (i) Boxing shall continue its existence under the laws of the State of Delaware as the Surviving Corporation; (ii) the separate corporate existence of Newco shall cease; (iii) all rights, title and interests to all assets, whether tangible or intangible and any property or property rights owned by Newco or Boxing shall be allocated to and vested in the Surviving Corporation without reversion or impairment, without further act or deed, and without any further action on transfer or assignment having occurred, but subject to any existing liens or other encumbrances thereon, and all liabilities and obligations of Boxing or Newco shall be allocated to the part Surviving Corporation, which shall be the primary obligor therefor and, except as otherwise provided by law or contract, no other party to the Merger, other than the Surviving Corporation, shall be liable therefor; (iv) the Certificate of Incorporation of the Company and Sub, the bylaws of the Company Surviving Corporation shall be amended and restated in their entirety to be identical to the bylaws Certificate of Sub Incorporation of Boxing as in effect immediately prior to the Effective Time consummation of the Merger; (except that such bylaws shall be amended to reflect that v) the name By-Laws of the Surviving Corporation shall be VNUS Medical Technologiesthe By-Laws of Boxing as in effect immediately prior to the consummation of the Merger, Inc.), and, and shall continue in full force and effect until thereafter amended as so amended, shall be provided by law and such By-Laws; (vi) the bylaws officers and directors of the Surviving Corporation until thereafter changed or amended shall be the officers and directors of Boxing as of the time immediately preceding the Effective Time and such persons shall serve in such positions for their respective terms provided by law or in the DGCL, the certificate of incorporation By-Laws of the Surviving Corporation and until their respective successors are elected and qualified; and (vii) the officers and directors of the Acquiror set forth on Schedule 1.1(c)(vii)(x) shall resign upon the Effective Time and the officers and directors of the Acquiror shall consist of those individuals identified on Schedule 1.1(c)(vii)(y), and such bylawspersons shall serve in such positions for their respective terms provided by law or in the By-Laws of the Acquiror and until their respective successors are elected and qualified. For a period of at least one year following the Effective Time, one person, who shall be reasonably acceptable to the Stockholders, designated by the directors set forth on Schedule 1.1(c)(vii)(x) shall serve as a director of the Acquiror (the "Continuing Director"). In order to enable the persons set forth on Schedule 1.1(c)(vii)(y) to serve as directors as of the Effective Time, at least ten (10) days prior to the Effective Time, Acquiror shall, in compliance with the rules and regulations promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), prepare and file with the Securities and Exchange Commission (the "SEC") and cause to be transmitted to its stockholders the information required under Regulation 14(f)-1.

The Merger. (a) Subject to Upon the terms and subject to the conditions of set forth in this Agreement, and in accordance with the DGCL, at the Effective Time (as defined in Section 1.4)Time, the Company and Merger Sub shall consummate a merger (the “Merger”) in accordance with the DGCL pursuant to which (i) Sub will be merged with and into the Company and Company. As a result of the Merger, the separate corporate existence of Merger Sub will thereupon shall cease; (ii) , and the Company will be shall continue as the successor or surviving corporation in of the Merger and will continue to be governed by the Laws a Subsidiary of the State of Delaware; Parent (iii) the separate corporate existence of the Company with all its rights, privileges, immunities, powers and franchises will continue unaffected by the Merger; and (iv) the Company will succeed to and assume all the rights and obligations of Sub. The corporation surviving the Merger is sometimes hereinafter referred to as the “Surviving Corporation.” ”). The Merger shall be effected pursuant to Section 251 of the DGCL and shall have the effects set forth in this Agreement and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all of the property, rights, privileges, immunities, powers and franchises of the Company and Merger Sub shall be vested vest in the Surviving Corporation, and all of the debts, liabilities and duties of the Company and Merger Sub shall become the debts, liabilities and duties of the Surviving Corporation, in each case, as provided under the DGCL. (b) At the Effective Time, by virtue of the Merger and without the necessity of further action by the Company or any other Person, the certificate of incorporation of the Company shall, by virtue of the Merger, Surviving Corporation shall be amended and restated so as to read in its entirety to read in the form of Annex III andthe certificate of incorporation of Merger Sub immediately prior to the Effective Time (except that the certificate of incorporation of the Surviving Corporation shall provide that the name of the Surviving Corporation shall be AV Homes, Inc., the provisions of the certificate of incorporation of Merger Sub relating to the incorporator of Merger Sub shall be omitted and such changes shall be made to comply with Section 5.8), and as so amended, amended shall be the certificate of incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Law. In addition, subject to Section 5.8, the Company and the Surviving Corporation shall take all necessary action such that, at the Effective Time, the bylaws of the Surviving Corporation shall be amended so as to read in its entirety as the bylaws of Merger Sub immediately prior to the Effective Time, and as so amended shall be the bylaws of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Law. (c) At the Effective Time, and without any further action on the part of the Company and Sub, the bylaws Surviving Corporation shall take all necessary action such that the directors of the Company shall be amended and restated in their entirety to be identical to the bylaws of Merger Sub as in effect immediately prior to the Effective Time (except that Time, or such bylaws other individuals designated by Parent as of the Effective Time, shall be amended to reflect that become the name directors of the Surviving Corporation shall be VNUS Medical TechnologiesCorporation, Inc.)each to hold office, andfrom and after the Effective Time, as so amended, shall be in accordance with the certificate of incorporation and bylaws of the Surviving Corporation until thereafter changed their respective successors shall have been duly elected, designated or amended as provided by the DGCLqualified, or until their earlier death, resignation or removal in accordance with the certificate of incorporation and bylaws of the Surviving Corporation Corporation. The officers of the Company immediately prior to the Effective Time, from and after the Effective Time, shall continue as the officers of the Surviving Corporation, each to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation, until their respective successors shall have been duly elected, designated or qualified, or until their earlier death, resignation or removal in accordance with the certificate of incorporation and bylaws of the Surviving Corporation. (d) If, at any time during the period between the date of this Agreement and the Effective Time, any change in the outstanding Equity Interests of the Company or Parent shall occur as a result of any reorganization, reclassification, recapitalization, stock split (including a reverse stock split), subdivision or combination, exchange or readjustment of shares, or any stock dividend or stock distribution with a record date during such bylawsperiod, the Merger Consideration will be equitably adjusted to reflect such change.

The Merger. (a) Subject to Upon the terms and subject to the conditions of set forth in this Agreement, and in accordance with the DGCL, at the Effective Time (as defined in Section 1.4)Time, the Company and Merger Sub shall consummate a merger (the “Merger”) in accordance with the DGCL pursuant to which (i) Sub will be merged with and into the Company and Company. As a result of the Merger, the separate corporate existence of Merger Sub will thereupon shall cease; (ii) , and the Company will be shall continue as the successor or surviving corporation in of the Merger and will continue to be governed by the Laws of the State of Delaware; (iii) the separate corporate existence of the Company with all its rights, privileges, immunities, powers and franchises will continue unaffected by the Merger; and (iv) the Company will succeed to and assume all the rights and obligations of Sub. The corporation surviving the Merger is sometimes hereinafter referred to as the “Surviving Corporation.” ”) and an indirect wholly-owned Subsidiary of Parent. The Merger shall be effected pursuant to the DGCL and shall have the effects set forth in this Agreement and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all of the property, rights, privileges, immunities, powers and franchises of the Company and Merger Sub shall be vested vest in the Surviving Corporation, and all of the debts, liabilities and duties of the Company and Merger Sub shall become the debts, liabilities and duties of the Surviving Corporation. The Merger and other transactions contemplated by this Agreement are referred to herein as the “Transactions”. (b) At the Effective Time, by virtue of the Merger and without the necessity of further action by the Company or any other Person, the certificate of incorporation of the Company shall, by virtue of the Merger, Surviving Corporation shall be amended and restated so as to read in its entirety to read in the form of Annex III andset forth as Exhibit A hereto, and as so amended, shall be the certificate of incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Law. Law (c) At subject to Section 5.9). In addition, the Company and the Surviving Corporation shall take all necessary action such that, at the Effective Time, and without any further action on the part of the Company and Sub, the bylaws of the Company shall be amended and restated in their entirety to be identical to the bylaws of Sub as in effect immediately prior to the Effective Time (except that such bylaws shall be amended to reflect that the name of the Surviving Corporation shall be VNUS Medical Technologiesamended so as to read in its entirety in the form set forth as Exhibit B hereto, Inc.), and, and as so amended, amended shall be the bylaws of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Law (subject to Section 5.9). (c) At the Effective Time, by virtue of the Merger and without the necessity of further action by the DGCLCompany or any other Person, the directors of Merger Sub immediately prior to the Effective Time or such other individuals designated by Parent as of the Effective Time shall become the directors of the Surviving Corporation, each to hold office, from and after the Effective Time, in accordance with the certificate of incorporation and bylaws of the Surviving Corporation until their respective successors shall have been duly elected, designated or qualified, or until their earlier death, resignation or removal in accordance with the certificate of incorporation and bylaws of the Surviving Corporation. The officers of Merger Sub immediately prior to the Effective Time, from and after the Effective Time, shall become the officers of the Surviving Corporation, each to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation until their respective successors shall have been duly elected, designated or qualified, or until their earlier death, resignation or removal in accordance with the certificate of incorporation and bylaws of the Surviving Corporation. (d) If, at any time after the Effective Time, the Surviving Corporation shall determine, in its sole discretion, or shall be advised, that any deeds, bills of sale, instruments of conveyance, assignments, assurances or any other actions or things are necessary or desirable to vest, perfect or confirm of record or otherwise in the Surviving Corporation its right, title or interest in, to or under any of the rights, properties or assets of either of the Company or Merger Sub acquired or to be acquired by the Surviving Corporation as a result of, or in connection with, the Merger or otherwise to carry out this Agreement, then the officers and directors of the Surviving Corporation shall be authorized to execute and deliver, in the name and on behalf of either the Company or Merger Sub, all such bylawsdeeds, bills of sale, instruments of conveyance, assignments and assurances and to take and do, in the name and on behalf of each of such corporations or otherwise, all such other actions and things as may be necessary or desirable to vest, perfect or confirm any and all right, title or interest in, to and under such rights, properties or assets in the Surviving Corporation or otherwise to carry out this Agreement.

The Merger. (a) Subject to Upon the terms and subject to the conditions of set forth in this Agreement, and in accordance with the applicable provisions of the DGCL, at the Effective Time (as defined in Section 1.4)Time, the Company and Merger Sub shall consummate a merger (the “Merger”) in accordance with the DGCL pursuant to which (i) Sub will be merged with and into the Company and Company. As a result of the Merger, the separate corporate existence of Merger Sub will thereupon shall cease; (ii) , and the Company will be shall continue as the successor or surviving corporation in of the Merger and will continue to be governed by the Laws of the State of Delaware; (iii) the separate corporate existence of the Company with all its rights, privileges, immunities, powers and franchises will continue unaffected by the Merger; and (iv) the Company will succeed to and assume all the rights and obligations of Sub. The corporation surviving the Merger is sometimes hereinafter referred to as the “Surviving Corporation.” ”) and an indirect wholly owned Subsidiary of Parent. The Merger shall be effected pursuant to the applicable provisions of the DGCL and shall have the effects set forth in this Agreement and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, by virtue of the Merger and without necessity of further action by the Company or any other person, all of the property, rights, privileges, immunities, powers and franchises of the Company and Merger Sub shall be vested vest in the Surviving Corporation, and all of the debts, liabilities and duties of the Company and Merger Sub shall become the debts, liabilities and duties of the Surviving Corporation. The Merger and other transactions contemplated by this Agreement are referred to herein as the “Transactions”. (b) At the Effective Time, by virtue of the Merger and without the necessity of further action by the Company or any other Person, the certificate of incorporation of the Company shall, by virtue of the Merger, Surviving Corporation shall be amended and restated so as to read in its entirety to read in the form of Annex III andset forth as Exhibit A hereto, and as so amended, shall be the certificate of incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Law. Law (c) At the Effective Time, and without any further action on the part of the Company and Sub, the subject to Section 5.9). The bylaws of the Company shall be amended and restated in their entirety to be identical to the bylaws of Merger Sub as in effect immediately prior to the Effective Time (except that such bylaws shall be amended to reflect that the name form of the bylaws of the Surviving Corporation shall be VNUS Medical Technologiesas of the Effective Time, Inc.), and, as so amended, and shall be the bylaws of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Law (subject to Section 5.9). (c) At the Effective Time, by virtue of the Merger and without the necessity of further action by the DGCLCompany or any other Person, the directors of Merger Sub immediately prior to the Effective Time or such other individuals designated by Parent as of the Effective Time shall become the directors of the Surviving Corporation, each to hold office, from and after the Effective Time, in accordance with the certificate of incorporation and bylaws of the Surviving Corporation until their respective successors shall have been duly elected, designated or qualified, or until their earlier death, resignation or removal in accordance with the certificate of incorporation and bylaws of the Surviving Corporation. The officers of Merger Sub immediately prior to the Effective Time, from and after the Effective Time, shall become the officers of the Surviving Corporation, each to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation until their respective successors shall have been duly elected, designated or qualified, or until their earlier death, resignation or removal in accordance with the certificate of incorporation and bylaws of the Surviving Corporation. (d) If, at any time after the Effective Time, the Surviving Corporation shall determine, in its sole discretion, or shall be advised, that any deeds, bills of sale, instruments of conveyance, assignments, assurances or any other actions or things are necessary or desirable to vest, perfect or confirm of record or otherwise in the Surviving Corporation its right, title or interest in, to or under any of the rights, properties or assets of either of the Company or Merger Sub acquired or to be acquired by the Surviving Corporation as a result of, or in connection with, the Merger, then the officers and directors of the Surviving Corporation shall be authorized to execute and deliver, in the name and on behalf of either the Company or Merger Sub, all such bylawsdeeds, bills of sale, instruments of conveyance, assignments and assurances and to take and do, in the name and on behalf of each of such corporations or otherwise, all such other actions and things as may be necessary or desirable to vest, perfect or confirm any and all right, title or interest in, to and under such rights, properties or assets in the Surviving Corporation.

The Merger. (a) Subject to Upon the terms and subject to the conditions of set forth in this Agreement, and in accordance with the General Corporation Law of the State of Delaware (the “DGCL”), at the Effective Time (as defined in Section 1.4)Time, the Company and Merger Sub shall consummate a merger (the “Merger”) in accordance with the DGCL pursuant to which (i) Sub will be merged with and into the Company and Company. As a result of the Merger, the separate corporate existence of Merger Sub will thereupon shall cease; (ii) , and the Company will be shall continue its corporate existence as the successor or surviving corporation in of the Merger and will continue to be governed by the Laws of the State of Delaware; (iii) the separate corporate existence of the Company with all its rights, privileges, immunities, powers and franchises will continue unaffected by the Merger; and (iv) the Company will succeed to and assume all the rights and obligations of Sub. The corporation surviving the Merger is sometimes hereinafter referred to as the “Surviving Corporation.” ”). The Merger shall have the effects set forth in the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all of the property, rights, privileges, immunities, powers and franchises of the Company and Merger Sub shall be vested vest in the Surviving Corporation, and all of the debts, liabilities and duties of the Company and Merger Sub shall become the debts, liabilities and duties of the Surviving Corporation. (b) At the Effective Time, the certificate of incorporation of the Company shall, by virtue of the Merger, shall be amended and restated to read in its entirety to read as set forth in the form of Annex III Exhibit A hereto, and, as so amended, shall be the certificate of incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or herein or by applicable Law. (c) At . In addition, at the Effective Time, and without any further action on the part of the Company and Sub, the bylaws of the Company shall be amended and restated to read in their entirety to be identical to the bylaws of Sub as set forth in effect immediately prior to the Effective Time (except that such bylaws shall be amended to reflect that the name of the Surviving Corporation shall be VNUS Medical Technologies, Inc.)Exhibit B hereto, and, as so amended, shall be the bylaws of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Law. (c) The directors of Merger Sub immediately prior to the DGCLEffective Time shall, from and after the certificate of incorporation Effective Time, be the initial directors of the Surviving Corporation and the persons listed on Exhibit C shall, from and after the Effective Time, be the initial officers of the Surviving Corporation, each to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation until their respective successors shall have been duly elected, designated or qualified, or until their earlier death, resignation or removal in accordance with the certificate of incorporation and bylaws of the Surviving Corporation. (d) After the Effective Time, if the Surviving Corporation shall determine or shall be advised that any deeds, bills of sale, instruments of conveyance, assignments, assurances or any other actions or things are necessary or desirable to vest, perfect or confirm of record or otherwise in the Surviving Corporation its right, title or interest in, to or under any of the rights, properties or assets of either of the Company or Merger Sub acquired or to be acquired by the Surviving Corporation as a result of, or in connection with, the Merger or otherwise to carry out this Agreement, then the officers and directors of the Surviving Corporation shall be authorized to execute and deliver, in the name and on behalf of either the Company or Merger Sub, all such bylawsdeeds, bills of sale, instruments of conveyance, assignments and assurances and to take and do, in the name and on behalf of each of such corporations or otherwise, all such other actions and things as may be necessary or desirable to vest, perfect or confirm any and all right, title or interest in, to and under such rights, properties or assets in the Surviving Corporation or otherwise to carry out this Agreement.

The Merger. (a) Subject to Upon the terms and subject to the conditions of set forth in this Agreement, and in accordance with the DGCL, at the Effective Time (as defined in Section 1.4)Time, the Company and Merger Sub shall consummate a merger (the “Merger”) in accordance with the DGCL pursuant to which (i) Sub will be merged with and into the Company and Company. As a result of the Merger, the separate corporate existence of Merger Sub will thereupon shall cease; (ii) , and the Company will be shall continue as the successor or surviving corporation in of the Merger and will continue to be governed by the Laws a Subsidiary of the State of Delaware; Parent (iii) the separate corporate existence of the Company with all its rights, privileges, immunities, powers and franchises will continue unaffected by the Merger; and (iv) the Company will succeed to and assume all the rights and obligations of Sub. The corporation surviving the Merger is sometimes hereinafter referred to as the “Surviving Corporation.” ”). The Merger shall be effected pursuant to Section 251 of the DGCL and shall have the effects set forth in this Agreement and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all of the property, rights, privileges, immunities, powers and franchises of the Company and Merger Sub shall be vested vest in the Surviving Corporation, and all of the debts, liabilities and duties of the Company and Merger Sub shall become the debts, liabilities and duties of the Surviving Corporation, in each case, as provided under the DGCL. (b) At the Effective Time, by virtue of the Merger and without the necessity of further action by the Company or any other Person, (i) the certificate of incorporation of the Company shall, by virtue of as in effect immediately prior to the Merger, Effective Time shall be amended and restated to read in its entirety to read in the form of Annex III the certificate of incorporation set forth on Exhibit A and, as so amendedamended and restated, shall be the certificate of incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Law. Law (c) At the Effective Timesubject to Section 5.9), and without any further action on the part of the Company and Sub, (ii) the bylaws of the Company shall be amended and restated in their entirety to be identical to the bylaws of Sub as in effect immediately prior to the Effective Time (except that such bylaws shall be amended and restated to reflect that read in their entirety in the name form of the Surviving Corporation shall be VNUS Medical Technologies, Inc.), bylaws set forth on Exhibit B and, as so amendedamended and restated, shall be the bylaws of the Surviving Corporation until thereafter changed or amended as provided by the DGCL, therein and in the certificate of incorporation of the Surviving Corporation and by applicable Law (subject to Section 5.9). (c) Notwithstanding anything in this Agreement to the contrary, if, at any time during the period between the date of this Agreement and the Effective Time, any change in the outstanding Equity Interests of the Company or Parent shall occur as a result of any reorganization, reclassification, recapitalization, stock split (including a reverse stock split), subdivision or combination, exchange or readjustment of shares, or any stock dividend or stock distribution (including any dividend or other distribution of securities convertible into Company Shares) with a record date during such bylawsperiod, the Merger Consideration and any other similarly dependent items, as the case may be, will be equitably adjusted to reflect such change and provide the holders of each Company Share and Company Equity Award the same economic effect as contemplated by this Agreement prior to such event.

The Merger. (a) Subject to On the terms and subject to the conditions set forth in this Agreement and in accordance with the applicable provisions of this Agreementthe DGCL, at on the Effective Time (as defined in Section 1.4)Closing Date, the Company and Merger Sub shall consummate a merger merge with and into SPAC (the “Merger”) at the Effective Time. Following the Effective Time, the separate existence of Merger Sub shall cease and SPAC shall continue as the surviving company of the Merger (the “Surviving Company”), and a direct, wholly-owned subsidiary of the Company. (b) At the Closing, the Merger shall be consummated in accordance with this Agreement and the DGCL pursuant and evidenced by a certificate of merger between Merger Sub and SPAC, in a form reasonable satisfactory to which (i) Sub will be merged with and into the Company and SPAC (the separate corporate existence “Certificate of Sub will thereupon cease; (ii) Merger”), such Merger to be consummated immediately upon filing of the Certificate of Merger or at such later time as may be agreed by SPAC and the Company will be the successor or surviving corporation in writing and specified in the Certificate of Merger and will continue to be governed by (the Laws of the State of Delaware; (iii) the separate corporate existence of the Company with all its rights, privileges, immunities, powers and franchises will continue unaffected by the Merger; and (iv) the Company will succeed to and assume all the rights and obligations of Sub. The corporation surviving time the Merger is sometimes hereinafter becomes effective being referred to herein as the “Surviving CorporationEffective Time”).” The (c) At the Effective Time, the effect of the Merger shall have be as provided in this Agreement, the effects set forth in Certificate of Merger and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all the assets and property of every description, rights, business, undertakings, goodwill, benefits, immunities and privileges, agreements, powers and franchises, debts, Liabilities, duties and obligations of Merger Sub and SPAC shall become the assets, property, rights, business, undertakings, goodwill, benefits, immunities and privileges, agreements, powers and franchises, debts, Liabilities, duties and obligations of the Surviving Company (including all rights and obligations with respect to the Trust Account), which shall include the assumption by the Surviving Company of any and all agreements, covenants, duties and obligations of Merger Sub and SPAC set forth in this Agreement to be performed after the Effective Time. (d) If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement and to vest the Surviving Company with full right, title and interest in, to and under, and/or possession of, all assets, property, rights, privileges, powers and franchises of the Company Merger Sub and SPAC, the officers and directors of the Merger Sub shall be vested and SPAC are fully authorized in the Surviving Corporationname of their respective corporations or otherwise to take, and will take, all debtssuch lawful and necessary action, liabilities and duties of the Company and Sub shall become the debts, liabilities and duties of the Surviving Corporationso long as such action is not inconsistent with this Agreement. (be) At the Effective Time, the certificate of incorporation Governing Documents of the Surviving Company shall, by virtue of the Merger, shall be amended and restated in its entirety to read be in the form of Annex III andthe Governing Documents of Merger Sub in effect immediately prior to the Effective Time, as so amended, shall be the certificate of incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Law. (cf) At the Effective Time, the directors and without any further action on the part officers of the Company and Sub, the bylaws of the Company shall be amended and restated in their entirety to be identical to the bylaws of Merger Sub as in effect immediately prior to the Effective Time (except that such bylaws shall be amended to reflect that the name initial directors and officers of the Surviving Corporation shall be VNUS Medical TechnologiesCompany, Inc.), and, as so amended, shall be each to hold office in accordance with the bylaws Governing Documents of the Surviving Corporation Company until thereafter changed such director’s or amended as provided officer’s successor is duly elected or appointed and qualified, or until the earlier of their death, resignation or removal. At the Effective Time, the Company Board shall initially have a minimum of three (3) and a maximum of nine (9) members, with one being the then-current Chief Executive Officer of the Company, one (1) initially designated by the DGCLSponsor (the “Sponsor Designee”), and up to seven (7) initially designated by the Company (the “Company Designees”). The Sponsor Designee and (x) three (3) of the Company Designees (in the case of a seven member Company Board) or (y) four (4) or five (5) of the Company Designees in the case of an eight (8) or nine (9) member Company Board, respectively, shall qualify as “independent” in accordance with NYSE requirements, as applicable, and the Sponsor Designee shall be reasonably acceptable to the Company. At the election of the Company, with effect from the Effective Time, the certificate Company Board shall be divided into three (3) classes, designated Class I, II and III with each class consisting of incorporation an approximately equal number of directors determined by the Surviving Corporation Company (and such bylawsClass III including the Sponsor Designee).

The Merger. (a) Subject to As promptly as practicable after the terms and conditions consummation of this Agreement, at the Effective Time (as defined in Section 1.4)Offer, the Company and Sub parties shall consummate cause the Merger to be consummated by filing with the Secretary of State of the State of Delaware (the “Delaware Secretary of State”) a certificate of merger (the “Certificate of Merger”) satisfying the applicable requirements of, and executed in accordance with, the relevant provisions of the DGCL, and shall make all other filings or recordings required under the DGCL in order to consummate the Merger. The Merger shall become effective at the time the Certificate of Merger is filed with the DGCL pursuant Delaware Secretary of State or at such later time (to which (ithe extent permitted by the DGCL) Sub will be merged with as agreed by Parent and into the Company and specified in the Certificate of Merger (the “Effective Time”). As a result of the Merger, the separate corporate existence of Acquisition Sub will thereupon shall cease; (ii) , and the Company will be shall continue its existence as an indirect, wholly owned subsidiary of Parent under the successor or surviving corporation in the Merger and will continue to be governed by the Laws laws of the State of Delaware; (iii) the separate corporate existence of the Company with all its rights, privileges, immunities, powers and franchises will continue unaffected by the Merger; and (iv) the Company will succeed to and assume all the rights and obligations of Sub. The Company, in its capacity as the corporation surviving the Merger Merger, is sometimes hereinafter referred to in this Agreement as the “Surviving Corporation.” ” (b) The Merger shall have the effects set forth in this Agreement, the Certificate of Merger and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto. (c) Subject to Section 8.03, at the Effective Time, all the property, rights, privileges, powers and franchises (i) by virtue of the Company and Sub shall be vested in the Surviving Corporation, and all debts, liabilities and duties of the Company and Sub shall become the debts, liabilities and duties of the Surviving Corporation. (b) At the Effective TimeMerger, the certificate of incorporation of the Company shall, by virtue of the Merger, shall be amended and restated in its entirety to read as set forth in the form of Annex III and, as so amended, shall be the certificate of incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Law. (c) At the Effective TimeExhibit A, and without any further action on (ii) the part of the Company and Sub, parties hereto shall cause the bylaws of the Company shall be amended and restated in their entirety to be identical to the bylaws of Acquisition Sub as in effect immediately prior to the Effective Time (except that such bylaws shall be amended to reflect that the name of the Surviving Corporation shall be VNUS Medical Technologies, Inc.), and, as so amended, shall be the bylaws of the Surviving Corporation, except that the name of the corporation set forth therein shall be changed to the name of the Company, in each case, until thereafter amended in accordance with the DGCL and as provided in such certificate of incorporation or bylaws. (d) From and after the Effective Time, the officers of the Company immediately prior to the Effective Time shall be the officers of the Surviving Corporation until thereafter changed or amended as provided by the DGCL, their respective successors are duly elected and qualified in accordance with the certificate of incorporation and bylaws of the Surviving Corporation and such bylawsCorporation.

The Merger. (a) Subject to On the terms and subject to the satisfaction or, to the extent permissible under applicable Law, waiver of the conditions of set forth in this Agreement, and in accordance with Delaware Law, at the Effective Time (as defined in Section 1.4)Time, the Company and Sub Merger Subsidiary shall consummate a merger (the “Merger”) in accordance with the DGCL pursuant to which (i) Sub will be merged with and into the Company Company, whereupon the separate existence of Merger Subsidiary shall cease, and the separate Company shall be the surviving corporation (the “Surviving Corporation”) and shall continue its corporate existence of Sub will thereupon cease; (ii) under the Company will be the successor or surviving corporation in the Merger and will continue to be governed by the Laws laws of the State of Delaware; Delaware as a wholly-owned Subsidiary of Parent. (iiib) the separate corporate existence The closing of the Company with Merger (the “Closing”) shall take place at the offices of Ropes & Gray LLP, 1211 Avenue of the Americas, New York, New York, as soon as possible, but in any event no later than three (3) Business Days after the date all its rightsof the conditions set forth in Article 9 (other than conditions that by their nature are to be satisfied at the Closing, privilegesbut subject to the satisfaction or, immunitiesto the extent permissible under applicable Law, powers and franchises will continue unaffected waiver by the Merger; appropriate party of those conditions at the Closing) have been satisfied or, to the extent permissible under applicable Law, waived by the party or parties entitled to the benefit of such conditions, or at such other place, at such other time or on such other date as Parent and (iv) the Company will succeed may mutually agree consistent with Delaware Law (the date on which the Closing occurs, the “Closing Date”). (c) On the Closing Date, Parent, the Company and Merger Subsidiary shall cause a certificate of merger to be duly executed and assume filed with the Secretary of State of the State of Delaware and make all other filings or recordings required by Delaware Law in connection with the rights and obligations of SubMerger. The corporation surviving the Merger is sometimes hereinafter referred to as shall become effective at such time and date (the “Surviving CorporationEffective Time”) on which the certificate of merger is duly filed with the Secretary of State of the State of Delaware (or at such later time and date as may be agreed by the parties and specified in the certificate of merger).” The (d) From and after the Effective Time, the Merger shall have the effects set forth in the DGCL. Without limiting the generality this Agreement and Section 259 of the foregoing, and subject thereto, at the Effective Time, all the property, rights, privileges, powers and franchises of the Company and Sub shall be vested in the Surviving Corporation, and all debts, liabilities and duties of the Company and Sub shall become the debts, liabilities and duties of the Surviving Corporation. (b) At the Effective Time, the certificate of incorporation of the Company shall, by virtue of the Merger, be amended and restated in its entirety to read in the form of Annex III and, as so amended, shall be the certificate of incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Delaware Law. (c) At the Effective Time, and without any further action on the part of the Company and Sub, the bylaws of the Company shall be amended and restated in their entirety to be identical to the bylaws of Sub as in effect immediately prior to the Effective Time (except that such bylaws shall be amended to reflect that the name of the Surviving Corporation shall be VNUS Medical Technologies, Inc.), and, as so amended, shall be the bylaws of the Surviving Corporation until thereafter changed or amended as provided by the DGCL, the certificate of incorporation of the Surviving Corporation and such bylaws.

The Merger. (a) Subject to Upon the terms and subject to the conditions of this Agreement, at the Effective Time (as defined in Section 1.4), the Company and Sub shall consummate a merger (the “Merger”) in accordance with the DGCL pursuant to which (i) Sub will provisions of this Agreement and the FBCA, Acquiror shall be merged with and into RISCORP, which shall be the Company surviving corporation (sometimes referred to hereinafter as the "Surviving Corporation") in the Merger, and the separate corporate existence of Sub will thereupon Acquiror shall cease; . Subject to the provisions of this Agreement, articles of merger (iithe "Articles of Merger") shall be duly prepared, executed and acknowledged by RISCORP, on behalf of the Company will be Surviving Corporation, and thereafter delivered to the successor or surviving corporation in the Merger and will continue to be governed by the Laws Secretary of State of the State of Delaware; (iii) Florida for filing on the separate corporate existence Closing Date, as required by Section 607.1105 of the Company with all its rights, privileges, immunities, powers and franchises will continue unaffected by the Merger; and (iv) the Company will succeed to and assume all the rights and obligations of SubFBCA. The corporation surviving the Merger is sometimes hereinafter referred to as the “Surviving Corporation.” The Merger shall become effective upon the filing of the Articles of Merger with the Secretary of State of the State of Florida or at such time thereafter as is provided in the Articles of Merger (the "Effective Time"). (b) From and after the Effective Time, the Merger shall have all the effects set forth as provided in the DGCLapplicable provisions of the FBCA. Without limiting the generality of the foregoing, and subject thereto, at by virtue of the Effective TimeMerger and in accordance with the FBCA, all of the propertyproperties, rights, privileges, powers and franchises of the Company RISCORP and Sub Acquiror shall be vested vest in the Surviving Corporation, Corporation and all of the debts, liabilities and duties of the Company RISCORP and Sub Acquiror shall become the debts, liabilities and duties of the Surviving Corporation. (b) At the Effective Time, the certificate of incorporation of the Company shall, by virtue of the Merger, be amended and restated in its entirety to read in the form of Annex III and, as so amended, shall be the certificate of incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Law. (c) At the Effective Time, and without any further action on the part The Articles of the Company and Sub, the bylaws Incorporation of the Company shall be amended and restated in their entirety to be identical to the bylaws of Sub as RISCORP in effect immediately prior to the Effective Time (except that such bylaws shall be amended to reflect that the name of the Surviving Corporation shall be VNUS Medical Technologies, Inc.), and, as so amended, shall be the bylaws Articles of Incorporation of the Surviving Corporation until thereafter changed amended in accordance with the provisions thereof and the FBCA. (d) The Bylaws of RISCORP in effect immediately prior to the Effective Time shall be the Bylaws of the Surviving Corporation until altered, amended or amended repealed as provided by in such Bylaws, in the DGCL, the certificate Articles of incorporation Incorporation of the Surviving Corporation and such bylawsin the FBCA. (e) The officers and directors of Acquiror immediately prior to the Effective Time shall be the initial officers and directors of the Surviving Corporation, in each case until their respective successors are duly elected and qualified.

The Merger. (a) Subject to Upon the terms and subject to the conditions ---------- of this Agreement, Agreement at the Effective Time (as defined in Section 1.4)Time, the Company and Sub the Purchaser shall consummate a merger (the “"Merger”") in accordance with the DGCL pursuant to which (ia) Sub will the Purchaser shall be ------ merged with and into the Company and the separate corporate existence of Sub will the Purchaser shall thereupon cease; , (iib) the Company will shall be the successor or surviving corporation in the Merger (sometimes hereinafter referred to as the "Surviving Corporation") and will shall continue to be governed by the Laws laws of the ---------------------- State of Delaware; , and (iiic) the separate corporate existence of the Company with all of its rights, privileges, immunities, powers and franchises will shall continue unaffected by the Merger; and (iv) the Company will succeed to and assume all the rights and obligations of Sub. The corporation surviving the Merger is sometimes hereinafter referred to , except as the “Surviving Corporation.” The Merger shall have the effects set forth in this Section 1.4. Pursuant to the DGCL. Without limiting the generality of the foregoingMerger, and subject thereto, at the Effective Time, all the property, rights, privileges, powers and franchises of the Company and Sub shall be vested in the Surviving Corporation, and all debts, liabilities and duties of the Company and Sub shall become the debts, liabilities and duties of the Surviving Corporation. (bx) At the Effective Time, the certificate of incorporation of the Company shall(the "Certificate of Incorporation"), by virtue of the Merger, shall be amended and restated in its entirety to read as the ----------------------------- certificate of incorporation of the Purchaser in effect immediately prior to the form Effective Time, except that (i) Article FIRST thereof shall read as follows: "FIRST: The name of Annex III the Corporation is SUN COAST INDUSTRIES, INC." and (ii) the provisions thereof regarding indemnification of directors, officers and others shall be amended by deleting such provisions in their entirety and substituting therefor Article X of the Certificate of Incorporation of the Company, and, as so amended, shall be the certificate of incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Law. law and such Certificate of Incorporation and (cy) At the Effective Time, and without any further action on the part By-Laws of the Company and SubPurchaser (the "By-Laws"), the bylaws of the Company shall be amended and restated in their entirety to be identical to the bylaws of Sub as in effect ------- immediately prior to the Effective Time time (except that such bylaws shall be amended to reflect that the name of the Surviving Corporation shall be VNUS Medical Technologies, Inc.as hereinafter defined), and, as so amended, shall be the bylaws By-Laws of the Surviving Corporation until thereafter changed or amended as provided by law, by such Certificate of Incorporation or by such By-Laws except that the DGCLprovisions thereof regarding indemnification of directors, the certificate of incorporation officers and others shall be amended by deleting such provisions in their entirety and substituting therefor Article VI of the Surviving Corporation and such bylawsBy-laws of the Company.

The Merger. (a) Subject to Upon the terms and subject to the conditions set forth in this Agreement and the applicable provisions of this Agreementthe DGCL, at the Effective Time (as defined in Section 1.4)Time, the Company and Sub shall consummate a merger (the “Merger”) in accordance with the DGCL pursuant to which (i) Merger Sub will be merged with and into the Company and Company. As a result of the Merger, the separate corporate existence of Merger Sub will thereupon cease; (ii) shall cease and the Company will be the successor or surviving corporation in the Merger and will shall continue to be governed by its existence as a wholly owned subsidiary of Parent under the Laws of the State of Delaware; (iii) the separate corporate existence of the Company with all its rights, privileges, immunities, powers and franchises will continue unaffected by the Merger; and (iv) the Company will succeed to and assume all the rights and obligations of Sub. The Company, in its capacity as the corporation surviving the Merger Merger, is sometimes hereinafter referred to in this Agreement as the “Surviving Corporation.” ” (b) Upon the terms and subject to the conditions set forth in this Agreement, as soon as practicable on the Closing Date, the parties shall cause the Merger to be consummated by filing with the Secretary of State of the State of Delaware (the “Delaware Secretary of State”) in accordance with the applicable provisions of the DGCL a certificate of merger in the form attached hereto as Exhibit B (the “Certificate of Merger”). The Merger shall become effective at the time the Certificate of ▇▇▇▇▇▇ has been filed with the Delaware Secretary of State or such other time as is agreed by the parties hereto and specified in the Certificate of Merger (the “Effective Time”). (c) The Merger shall have the effects set forth in this Agreement, the Certificate of Merger and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, from and subject thereto, at after the Effective Time, the Surviving Corporation shall possess all the property, rights, privileges, powers and franchises of the Company and Sub shall be vested in the Surviving CorporationMerger Sub, and all debtsof the obligations, liabilities and duties of the Company and Merger Sub shall become the debtsobligations, liabilities and duties of the Surviving Corporation. (bd) At Subject to Section 7.04, at the Effective Time, (i) the certificate of incorporation of the Company shall, by virtue of in effect immediately prior to the Merger, Effective Time shall be amended and restated in its entirety to read in the form of Annex III andthe certificate of incorporation of Merger Sub immediately prior to the Effective Time, and as so amended, amended and restated shall be the certificate of incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Law. (c) At the Effective TimeCorporation, and without any further action on the part of the Company and Sub, (ii) the bylaws of the Company in effect immediately prior to the Effective Time shall be amended and restated in their entirety to be identical to in the form of the bylaws of Merger Sub as in effect immediately prior to the Effective Time (except that such bylaws shall be amended to reflect that the name of the Surviving Corporation shall be VNUS Medical TechnologiesTime, Inc.), and, and as so amended, amended and restated shall be the bylaws of the Surviving Corporation Corporation, in each case, until thereafter changed or amended in accordance with the DGCL and as provided by the DGCL, the in such certificate of incorporation or bylaws, as the case may be. (e) From and after the Effective Time, unless otherwise determined by Parent at least five (5) Business Days prior to the Effective Time, (i) the officers of the Company immediately prior to the Effective Time shall be the officers of the Surviving Corporation and such bylaws(ii) the directors of Merger Sub immediately prior to the Effective Time shall be the directors of the Surviving Corporation, in each case, to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation until their death, resignation or removal or until their respective successors are duly elected and qualified in accordance with the certificate of incorporation and bylaws of the Surviving Corporation, as the case may be.

The Merger. (a) Subject to the terms and conditions of this Agreementhereof, at the Effective Time (as defined in Section 1.4), the Company and Sub shall consummate a merger (the “Merger”) in accordance with the DGCL pursuant to which (i) Sub will DGCL, Buyer shall be merged with and into the Company at the Effective Time (the "Merger"). Upon consummation of the Merger, the separate existence of Buyer shall cease and the separate corporate existence Company shall be the surviving corporation (the "Surviving Corporation") and a wholly-owned subsidiary of Sub will thereupon cease; Parent. (iia) As soon as practicable after satisfaction of (or, to the extent permitted hereunder, waiver of) all conditions to the Merger, the Company and Buyer will be file a certificate of merger (the successor or surviving corporation in "Certificate of Merger") with the Merger and will continue to be governed by the Laws Secretary of State of the State of Delaware; Delaware in accordance with the DGCL (iiiin the form attached hereto as Exhibit B) the separate corporate existence of the Company and make all other filings or recordings --------- required by applicable Law in connection with all its rights, privileges, immunities, powers and franchises will continue unaffected by the Merger; and (iv) the Company will succeed to and assume all the rights and obligations of Sub. The corporation surviving the Merger is sometimes hereinafter referred to as the “Surviving Corporation.” The Merger shall have become effective at such time as the effects set forth certificate of merger is filed with the Secretary of State of the State of Delaware or at such later time as is specified in the Certificate of Merger (the "Effective Time"). (b) At the Effective Time, the effect of the Merger shall be as provided in the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all the property, rights, privileges, powers and franchises of the Company and Sub Buyer shall be vested vest in the Surviving Corporation, and all debts, liabilities and duties of the Company and Sub Buyer shall become the debts, liabilities and duties of the Surviving Corporation. (bc) At Notwithstanding the Effective Timeforegoing, in the event that Buyer acquires at least 90% of the outstanding Shares, whether pursuant to the Offer or pursuant to the Stock Purchase Agreements, the certificate of incorporation Buyer Option Agreement or otherwise, the parties hereto agree, subject to Article 7, to take all necessary --------- and appropriate action to cause the Merger to become effective, in accordance with Section 253 of the Company shall, by virtue of the Merger, be amended and restated in its entirety to read in the form of Annex III andDGCL, as so amended, shall be soon as reasonably practicable on or after the certificate of incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable LawFunding Date. (cd) At the Effective Time, and without any further action on the part The Certificate of the Company and Sub, the bylaws of the Company shall be amended and restated in their entirety to be identical to the bylaws of Sub as in effect immediately prior to the Effective Time (except that such bylaws shall be amended to reflect that the name Incorporation of the Surviving Corporation shall be VNUS Medical Technologiesamended and restated to read the same as the Certificate of Incorporation of Buyer in effect at the Effective Time until amended in accordance with applicable Law, provided, however, that Section I of the amended -------- ------- and restated Certificate of Incorporation of the Company as the Surviving Corporation, instead of reading the same as Section I of the Certificate of Incorporation of Buyer, shall read as follows: "The name of the corporation is eMachines, Inc.)" The bylaws of the Surviving Corporation shall be amended and restated to read the same as the bylaws of Buyer in effect at the Effective Time until amended in accordance with applicable Law, andexcept that all references in such bylaws to Buyer shall be changed to refer to eMachines, as so amended, Inc. (e) The directors of Buyer at the Effective Time shall be the initial directors of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and bylaws of the Surviving Corporation until thereafter changed such director's successor is duly elected or amended as provided by appointed and qualified or until such director's earlier death, resignation or removal in accordance with the DGCLCertificate of Incorporation and bylaws of the Surviving Corporation. (f) The officers of Buyer at the Effective Time shall be the initial officers of the Surviving Corporation, each to hold office in accordance with the certificate Certificate of incorporation Incorporation and bylaws of the Surviving Corporation until such officer's successor is duly elected or appointed and qualified or until such bylawsofficer's earlier death, resignation or removal in accordance with the Certificate of Incorporation and bylaws of the Surviving Corporation.

The Merger. (a) Subject to Upon the terms and subject to the conditions of set forth in this Agreement, at the Effective Time (as defined in Section 1.4)Time, the Company and Merger Sub shall consummate a merger (the “Merger”) in accordance with the DGCL , pursuant to which (i) Merger Sub will shall be merged with and into the Company and the separate corporate existence of Merger Sub will shall thereupon cease; , (ii) the Company will shall be the successor or surviving corporation in the Merger and will shall continue to be governed by the Laws of the State of Delaware; New York, and (iii) the separate corporate existence of the Company with all its rights, privileges, immunities, powers and franchises will shall continue unaffected by the Merger; and (iv) the Company will succeed to and assume all the rights and obligations of Sub. The corporation surviving the Merger is sometimes hereinafter referred to as the “Surviving Corporation.” The Merger shall have the effects set forth herein and in the DGCL. Without limiting the generality applicable provisions of the foregoing, and subject thereto, at New York Business Corporation Law (the Effective Time, all the property, rights, privileges, powers and franchises of the Company and Sub shall be vested in the Surviving Corporation, and all debts, liabilities and duties of the Company and Sub shall become the debts, liabilities and duties of the Surviving Corporation“NYBCL”). (b) At the Effective Time, the certificate of incorporation of the Company shall, by virtue of the Merger, Surviving Corporation shall be amended and restated in its entirety to read identically to the certificate of incorporation of Merger Sub as in effect immediately prior to the form Effective Time, and such amended and restated certificate of Annex III and, as so amended, incorporation shall be become the certificate of incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by in accordance with the applicable Law. (c) At provisions of the NYBCL and such certificate of incorporation; provided, however, that at the Effective Time, and without any further action on Time the part certificate of incorporation of the Company and Sub, the bylaws of the Company Surviving Corporation shall be amended and restated in their entirety to be identical to the bylaws of Sub as in effect immediately prior to the Effective Time (except that such bylaws shall be amended to reflect so that the name of the Surviving Corporation shall be VNUS Medical Technologies, Inc.), and“Sonesta International Hotels Corporation”. (c) The bylaws of Merger Sub, as so amendedin effect immediately prior to the Effective Time, shall be the bylaws of the Surviving Corporation Corporation, except as to the name of the Surviving Corporation, which shall be “Sonesta International Hotels Corporation” until thereafter changed or amended as provided by the DGCLLaw, the certificate of incorporation of the Surviving Corporation and such bylaws.

The Merger. (ai) Subject to On the terms and subject to the conditions of set forth in this AgreementAgreement and in accordance with the DGCL, at on the Effective Time (as defined in Section 1.4)Closing Date, Merger Sub shall merge with and into the Company and Sub shall consummate a merger (the “Merger”) at the Effective Time. Following the Effective Time, the separate existence of Merger Sub shall cease and the Company shall continue as the surviving company of the Merger (the “Surviving Company”). (ii) At the Closing, the parties hereto shall cause a certificate of merger, in accordance with the DGCL pursuant a form reasonably satisfactory to which (i) Sub will be merged with and into the Company and HighCape (the separate corporate existence “Certificate of Sub will thereupon cease; (ii) the Company will be the successor or surviving corporation in the Merger and will continue Merger”), to be governed by executed and filed with the Laws Secretary of State of the State of Delaware; . The Merger shall become effective on the date and time at which the Certificate of Merger is accepted for filing by the Secretary of State of the State of Delaware or at such later date and/or time as is agreed by HighCape and the Company and specified in the Certificate of Merger (the time the Merger becomes effective being referred to herein as the “Effective Time”). (iii) the separate corporate existence of the Company with all its rights, privileges, immunities, powers and franchises will continue unaffected by the Merger; and (iv) the Company will succeed to and assume all the rights and obligations of Sub. The corporation surviving the Merger is sometimes hereinafter referred to as the “Surviving Corporation.” The Merger shall have the effects set forth in Section 251 of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all of the propertyassets, properties, rights, privileges, powers and franchises of the Company and Merger Sub shall be vested vest in the Surviving Corporation, Company and all debts, liabilities liabilities, obligations, restrictions, disabilities and duties of each of the Company and Merger Sub shall become the debts, liabilities liabilities, obligations and duties of the Surviving CorporationCompany, in each case, in accordance with the DGCL. (biv) At the Effective Time, the certificate of incorporation Governing Documents of the Company shall, by virtue of the Merger, be amended and restated in its entirety to read in the form of Annex III and, as so amended, shall be the certificate of incorporation Governing Documents of the Surviving Corporation Company except that the name of the Surviving Company shall be “Q-SI Operations Inc.”, in each case, until thereafter changed or amended as provided therein or by applicable Law. (cv) At the Effective Time, the directors and without any further action on the part officers of the Company and Sub, the bylaws of the Company shall be amended and restated in their entirety to be identical to the bylaws of Sub as in effect immediately prior to the Effective Time (except that such bylaws shall be amended to reflect that the name initial directors and officers of the Surviving Corporation shall be VNUS Medical TechnologiesCompany, Inc.), and, as so amended, shall be each to hold office in accordance with the bylaws Governing Documents of the Surviving Corporation Company until thereafter changed such director’s or amended as provided officer’s successor is duly elected or appointed and qualified, or until the earlier of their death, resignation or removal. (vi) At the Effective Time, by virtue of the DGCLMerger and without any action on the part of any Party or any other Person, each share of capital stock of Merger Sub issued and outstanding immediately prior to the certificate Effective Time shall be automatically cancelled and extinguished and converted into one share of incorporation common stock, par value $0.0001, of the Surviving Corporation Company (each such share, a share of “Surviving Company Common Stock”). (vii) At the Effective Time, by virtue of the Merger and without any action on the part of any Party or any other Person, each share of HighCape Class B Common Stock issued and outstanding as of immediately prior to the Effective Time shall be automatically canceled and extinguished and converted into one share of HighCape Class A Common Stock. (viii) At the Effective Time, by virtue of the Merger and without any action on the part of any Party or any other Person, (i) each share of Company Common Stock, Company Series B Preferred Stock, Company Series C Preferred Stock, Company Series D Preferred Stock and Company Series E Preferred Stock (other than such Company Stock cancelled and extinguished pursuant to Section 2.1(b)(ix)) issued and outstanding as of immediately prior to the Effective Time shall be automatically canceled and extinguished and converted into the right to receive a number of shares of HighCape Class A Common Stock equal to the Exchange Ratio and (ii) each share of Company Series A Preferred Stock (other than such Company Series A Preferred Stock cancelled and extinguished pursuant to Section 2.1(b)(ix)) issued and outstanding as of immediately prior to the Effective Time shall be automatically canceled and extinguished and converted into the right to receive a number of shares of New HighCape Class B Common Stock equal to the Exchange Ratio. From and after the Effective Time, each Company Stockholder’s certificates (the “Certificates”), evidencing ownership of such Company Stock and such bylawsCompany Stock held in book-entry form issued and outstanding immediately prior to the Effective Time shall each cease to have any rights with respect to such Company Stock except as otherwise expressly provided for herein or under applicable Law. (ix) At the Effective Time, by virtue of the Merger and without any action on the part of any Party or any other Person, each share of Company Stock held immediately prior to the Effective Time by the Company as treasury stock shall be automatically canceled and extinguished, and no consideration shall be paid with respect thereto.

The Merger. (a) Subject The Initial LLCA, as amended by this Article II, shall continue to be the terms limited liability company agreement of the Surviving LLC unless and conditions of this Agreement, at the Effective Time (as defined in Section 1.4), the Company and Sub shall consummate a merger (the “Merger”) until amended in accordance with its terms, the DGCL pursuant to which (i) Sub will be merged with Contribution Agreement and into the Company and the separate corporate existence of Sub will thereupon cease; (ii) the Company will be the successor or surviving corporation in the Merger and will continue to be governed by the Laws of the State of Delaware; (iii) the separate corporate existence of the Company with all its rights, privileges, immunities, powers and franchises will continue unaffected by the Merger; and (iv) the Company will succeed to and assume all the rights and obligations of Sub. The corporation surviving the Merger is sometimes hereinafter referred to as the “Surviving Corporation.” The Merger shall have the effects set forth in the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all the property, rights, privileges, powers and franchises of the Company and Sub shall be vested in the Surviving Corporation, and all debts, liabilities and duties of the Company and Sub shall become the debts, liabilities and duties of the Surviving Corporationapplicable Law. (b) At the Effective Time, the certificate of incorporation pursuant to Section 18-209(f)(2) of the Company shallAct, by virtue the Initial LLCA is hereby amended as follows: (i) The introductory paragraph of the Merger, be Initial LLCA is hereby amended and restated in its entirety to read in as follows: “This LIMITED LIABILITY COMPANY AGREEEMENT of WaterBridge Infrastructure LLC (the form ”Company“), dated as of Annex III andApril 11, 2025 (this ”Agreement“), is entered into by WBR Holdings LLC and Ashburton Investment Private Limited, as so amended, shall be the certificate of incorporation sole members of the Surviving Corporation until thereafter changed or amended Company, and NDB Holdings LLC, as provided therein or by applicable Lawthe non-member manager of the Company. The term ”Member“ as used herein shall mean both WBR Holdings LLC and Ashburton Investment Private Limited, each in its capacity as a member of the Company. The term ”Manager“ as used herein shall mean NDB Holdings LLC, in its capacity as non-member manager of the Company.” (cii) At the Effective Time, and without any further action on the part Section 10 of the Company Initial LLCA is hereby amended and Sub, the bylaws restated in its entirety to read as follows: “The powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of, the Manager, which shall make all decisions and take all actions for the Company. It is the intent of the Members and the Manager that this Agreement be amended and restated pursuant to and in their entirety to accordance with that certain Contribution and Corporate Reorganization Agreement, dated as of [  ], 2025, among the Company, WBR Holdings LLC, NBD Midstream LLC, WaterBridge Equity Finance LLC, Desert Environmental LLC and the other parties thereto. Notwithstanding the foregoing, the Manager may designate one or more persons, who may or may not be identical members of the Company, as officers (”Officers“) of the Company. Officers will have such rights and duties as may be designated by the Manager. Notwithstanding any provision of this Agreement to the bylaws contrary, any action hereunder requiring the consent, approval or other action of Sub as in effect immediately prior to ”the Effective Time (except that such bylaws shall be amended to reflect that Member“ shall, instead, require the name consent, approval or other action of the Surviving Corporation Manager, and neither Member shall be VNUS Medical Technologies, Inc.), and, as so amended, shall be have the bylaws power or authority to bind the Company without the consent of the Surviving Corporation until thereafter changed Manager. No Member shall transfer, assign or amended as provided by pledge its interests in the DGCL, Company without the certificate of incorporation prior written consent of the Surviving Corporation and such bylawsManager.”

The Merger. (a) Subject to Upon the terms and subject to the conditions of set forth in this Agreement, and in accordance with the DGCL, at the Effective Time (as defined in Section 1.4)Time, the Company and Merger Sub shall consummate a merger (the “Merger”) in accordance with the DGCL pursuant to which (i) Sub will be merged with and into the Company and Company. As a result of the Merger, the separate corporate existence of Merger Sub will thereupon shall cease; (ii) , and the Company will be shall continue as the successor or surviving corporation in of the Merger and will continue to be governed by the Laws of the State of Delaware; (iii) the separate corporate existence of the Company with all its rights, privileges, immunities, powers and franchises will continue unaffected by the Merger; and (iv) the Company will succeed to and assume all the rights and obligations of Sub. The corporation surviving the Merger is sometimes hereinafter referred to as the “Surviving Corporation.” ”). The Merger shall be effected pursuant to the DGCL and shall have the effects set forth in this Agreement and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all of the property, rights, privileges, immunities, powers and franchises of the Company and Merger Sub shall be vested vest in the Surviving Corporation, and all of the debts, liabilities and duties of the Company and Merger Sub shall become the debts, liabilities and duties of the Surviving Corporation. (b) At the Effective Time, by virtue of the Merger and without the necessity of further action by the Company or any other Person, the certificate of incorporation of the Company shall, by virtue of the Merger, Surviving Corporation shall be amended and restated so as to read in its entirety to read in the form of Annex III andset forth as Exhibit A hereto, and as so amended, amended shall be the certificate of incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Law. In addition, the Company and the Surviving Corporation shall take all necessary action such that, at the Effective Time, the bylaws of the Surviving Corporation shall be amended so as to read in its entirety in the form set forth as Exhibit B hereto, and as so amended shall be the bylaws of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Law. (c) At the Effective Time, and without any further action on the part of the Company and Subthe Surviving Corporation shall take all necessary action such that, by virtue of the Merger and without the necessity of further action by the Company or any other person, the bylaws directors of the Company shall be amended and restated in their entirety to be identical to the bylaws of Merger Sub as in effect immediately prior to the Effective Time or such other individuals designated by the Parent prior to the Effective Time shall become the directors of the Surviving Corporation, each to hold office, from and after the Effective Time, in accordance with the certificate of incorporation and bylaws of the Surviving Corporation until their respective successors shall have been duly elected, designated or qualified, or until their earlier death, resignation or removal in accordance with the certificate of incorporation and bylaws of the Surviving Corporation. The officers of the Company immediately prior to the Effective Time, from and after the Effective Time, shall continue as the officers of the Surviving Corporation, each to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation until their respective successors shall have been duly elected, designated or qualified, or until their earlier death, resignation or removal in accordance with the certificate of incorporation and bylaws of the Surviving Corporation. (except that such bylaws d) If, at any time after the Effective Time, the Surviving Corporation shall determine, in its sole discretion, or shall be amended advised, that any deeds, bills of sale, instruments of conveyance, assignments, assurances or any other actions or things are necessary or desirable to reflect that vest, perfect or confirm of record or otherwise in the name Surviving Corporation its right, title or interest in, to or under any of the rights, properties or assets of either of the Company or Merger Sub acquired or to be acquired by the Surviving Corporation as a result of, or in connection with, the Merger or otherwise to carry out this Agreement, then the officers and directors of the Surviving Corporation shall be VNUS Medical Technologiesauthorized to execute and deliver, Inc.)in the name and on behalf of either the Company or Merger Sub, andall such deeds, bills of sale, instruments of conveyance, assignments and assurances and to take and do, in the name and on behalf of each of such corporations or otherwise, all such other actions and things as so amendedmay be necessary or desirable to vest, shall be the bylaws of perfect or confirm any and all right, title or interest in, to and under such rights, properties or assets in the Surviving Corporation until thereafter changed or amended otherwise to carry out this Agreement. (e) If at any time during the period between the date of this Agreement and the Effective Time, any change in the outstanding Equity Interests of the Company, other than as provided expressly permitted by the DGCLSection 5.1(b), shall occur as a result of any reclassification, recapitalization, stock split (including a reverse stock split), subdivision or combination, exchange or readjustment of shares, or any dividend or distribution with a record date during such period, the certificate of incorporation of the Surviving Corporation and Merger Consideration will be equitably adjusted to reflect such bylawschange.

The Merger. (a) Subject to the terms and conditions of this Agreement, at At the Effective Time (as defined in Section 1.4)Time, the Company and Merger Sub shall consummate a merger (the “Merger”) in accordance with the DGCL pursuant to which (i) Sub will be merged with and into the Company upon the terms and subject to the conditions of this Agreement and in accordance with the Cayman Companies Law. As a result of the Merger, the separate corporate existence of Merger Sub will thereupon cease; (ii) shall cease and the Company will be continue as the successor or surviving corporation in company of the Merger and will continue to be governed by the Laws of the State of Delaware; (iii) the separate corporate existence of the Company with all its rights, privileges, immunities, powers and franchises will continue unaffected by the Merger; and (iv) the Company will succeed to and assume all the rights and obligations of Sub. The corporation surviving the Merger is sometimes hereinafter referred to as the “Surviving Corporation.” The Merger shall have Company”) under the effects set forth in the DGCL. Without limiting the generality laws of the foregoing, and subject thereto, at the Effective Time, all the property, rights, privileges, powers and franchises Cayman Islands as a wholly owned Subsidiary of the Company and Sub shall be vested in the Surviving Corporation, and all debts, liabilities and duties of the Company and Sub shall become the debts, liabilities and duties of the Surviving CorporationHoldCo. (b) Subject to the provisions of Article 9, the closing of the Merger (the “Closing”) shall take place remotely via electronic exchange of documents, as soon as possible after, but in any event no later than four Business Days after, the date the conditions set forth in Article 9 (other than conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or, to the extent permissible under Applicable Law, waiver of those conditions at the Closing) have been satisfied or, to the extent permissible under Applicable Law, waived by the Party or Parties entitled to the benefit of such conditions, or at such other place, at such other time or on such other date as Parent and the Company may mutually agree in writing. The date upon which the Closing occurs is referred to herein as the “Closing Date”. At and in anticipation of the Closing, the Parties shall cooperate to effectuate the transactions set forth on Section 2.01(b) of each of the Company Disclosure Letter and the Parent Disclosure Letter consistent with the timeframe set forth on Section 2.01(b) of each of the Company Disclosure Letter and the Parent Disclosure Letter. (c) On the Closing Date (or as otherwise set forth on Section 2.01(b) of each of the Company Disclosure Letter and the Parent Disclosure Letter), the Company and Merger Sub shall execute a plan of merger (the “Plan of Merger”) substantially in the form of Exhibit B and the Parties shall file the Plan of Merger and other documents required under the Cayman Companies Law to effect the Merger with the Registrar of Companies of the Cayman Islands. The Merger shall become effective at such time (the “Effective Time”) as may be agreed to by the Parties and subject to such conditions as specified in the Plan of Merger, consistent with the transactions and timeframe set forth on Section 2.01(b) of each of the Company Disclosure Letter and the Parent Disclosure Letter. (d) From and after the Effective Time, the certificate of incorporation Surviving Company shall possess all the rights, powers, privileges and franchises and be subject to all of the Company shallobligations, by virtue of the Mergerliabilities, be amended restrictions and restated in its entirety to read in the form of Annex III and, as so amended, shall be the certificate of incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Law. (c) At the Effective Time, and without any further action on the part disabilities of the Company and Merger Sub, the bylaws of the Company shall be amended and restated in their entirety to be identical to the bylaws of Sub as in effect immediately prior to the Effective Time (except that such bylaws shall be amended to reflect that the name of the Surviving Corporation shall be VNUS Medical Technologies, Inc.), and, as so amended, shall be the bylaws of the Surviving Corporation until thereafter changed or amended all as provided by under the DGCL, the certificate of incorporation of the Surviving Corporation and such bylawsCayman Companies Law.

The Merger. (a) Subject Pursuant to the terms and subject to the conditions of set forth in this Agreement, and in accordance with the DGCL, at the Effective Time (as defined in Section 1.4)Time, the Company and Merger Sub shall consummate a merger (the “Merger”) in accordance with the DGCL pursuant to which (i) Sub will be merged with and into the Company and Company. As a result of the Merger, the separate corporate existence of Merger Sub will thereupon shall cease; (ii) , and the Company will be shall continue as the successor or surviving corporation in of the Merger and will continue to be governed by (the Laws of the State of Delaware; (iii) the separate corporate existence of the Company with all its rights, privileges, immunities, powers and franchises will continue unaffected by the Merger; and (iv) the Company will succeed to and assume all the rights and obligations of Sub"Surviving Corporation"). The corporation surviving Merger shall be effected pursuant to the Merger is sometimes hereinafter referred to as the “Surviving Corporation.” The Merger DGCL and shall have the effects set forth in this Agreement and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all of the property, rights, privileges, immunities, powers and franchises of the Company and Merger Sub shall be vested vest in the Surviving Corporation, and all of the debts, liabilities and duties of the Company and Merger Sub shall become the debts, liabilities and duties of the Surviving Corporation. (b) At the Effective Time, by virtue of the Merger and without the necessity of further action by the Company or any other Person, (i) the certificate of incorporation of the Company shall, by virtue of the Merger, Surviving Corporation shall be amended and restated so as to read in its entirety to read in the form of Annex III andset forth as Exhibit A hereto, and as so amended, amended shall be the certificate of incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Law and (ii) the bylaws of the Surviving Corporation shall be amended so as to read in its entirety in the form set forth as Exhibit B hereto, and as so amended shall be the bylaws of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Law. (c) At the Effective Time, by virtue of the Merger and without any the necessity of further action on the part of by the Company and Subor any other Person, the bylaws directors and officers of the Company shall be amended and restated in their entirety to be identical to the bylaws of Merger Sub as in effect immediately prior to the Effective Time (except that such bylaws shall be amended to reflect that become the name directors and officers of the Surviving Corporation shall be VNUS Medical TechnologiesCorporation, Inc.)each to hold office, andfrom and after the Effective Time, as so amended, shall be in accordance with the certificate of incorporation and bylaws of the Surviving Corporation until thereafter changed their respective successors shall have been duly elected, designated or amended as provided by the DGCLqualified, or until their earlier death, resignation or removal in accordance with the certificate of incorporation and bylaws of the Surviving Corporation and such bylawsCorporation.

The Merger. (a) Subject Assuming receipt of FINRA approval of the Merger and Name Change, and subject to the terms and conditions of set forth in this Agreement, EZM shall merge with and into NCR at the Effective Time (as defined in Section 1.4below). From and after the Effective Time, the Company and Sub shall consummate a merger (the “Merger”) in accordance with the DGCL pursuant to which (i) Sub will be merged with and into the Company and the separate corporate existence of Sub will thereupon EZM shall cease; (ii) , and NCR shall continue as the Surviving Company will be the successor or surviving corporation in the Merger (the “Surviving Company”). The “Effective Time” shall be the time after FINRA Approval of the Merger and will continue Name Change at which a certificate of merger in proper form and duly executed, reflecting the Merger (the “Certificate of Merger”) pursuant to be governed by Section 251(c) of the Laws General Corporation Law of the State of Delaware; Nevada (iiithe “NRS”) is filed with and accepted by the separate corporate existence Secretary of State of the Company with all its rights, privileges, immunities, powers and franchises will continue unaffected by the Merger; and (iv) the Company will succeed to and assume all the rights and obligations State of SubNevada. The corporation surviving the Merger is sometimes hereinafter referred to as the “Surviving Corporation.” The Merger shall have the effects set forth herein and in the DGCLapplicable provisions of the NRS and of the General Corporation Law of the State of Wyoming (“WGCL”). Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, except as provided herein, all the property, rights, privileges, powers and franchises of the Company and Sub EZM shall be vested vest in the Surviving CorporationCompany, and all debts, liabilities and duties of the Company and Sub EZM shall become the debts, liabilities and duties of the Surviving Corporation. (b) At Company. NCR and EZM shall each use its best efforts to take all such action as may be necessary or appropriate to effectuate the Merger in accordance with the NRS and WGCL at the Effective Time. If at any time after the Effective Time, any further action is necessary or desirable to carry out the certificate purposes of incorporation this Agreement and to vest the Surviving Company with full right, title and possession to all properties, rights, privileges, immunities, powers and franchises of EZM, the Company shall, by virtue of the Merger, be amended and restated in its entirety to read in the form of Annex III and, as so amended, shall be the certificate of incorporation officers of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Law. (c) At the Effective Time, and without any further action on the part of the Company and Sub, the bylaws of the Company shall be amended and restated are fully authorized in their entirety to be identical to the bylaws of Sub as in effect immediately prior to the Effective Time (except that such bylaws shall be amended to reflect that the name of NCR and EZM or otherwise to take, and shall take all such lawful and necessary action. For the Surviving Corporation avoidance of doubt, the Parties acknowledge that a condition precedent to the enforcement of this Agreement is that the Financial Industry Regulatory Authority (“FINRA”) approve the Merger and Name Change and if FINRA approval is not obtained within 100 days after execution hereof, this Agreement shall be VNUS Medical Technologiesnull and void, Inc.), and, as so amended, and the parties shall be the bylaws of the Surviving Corporation until thereafter changed or amended as provided by the DGCLreleased from liability hereunder. 1 | Page November 19, the certificate of incorporation of the Surviving Corporation and such bylaws.2021

The Merger. (a) Subject to the terms and conditions of this Agreement, at the Effective Time (as defined in Section 1.41.3), the Company and Sub shall consummate a merger (the “Merger”) in accordance with the DGCL DGCL, pursuant to which (i) Sub will shall be merged with and into the Company Company, and the separate corporate existence of Sub will shall thereupon cease; (ii) the Company will shall be the successor or surviving corporation in the Merger and will shall continue to be governed by the Laws laws of the State of Delaware; (iii) the separate corporate existence of the Company with all its rights, privileges, immunities, powers and franchises will shall continue unaffected by the Merger; and (iv) the Company will shall succeed to and assume all the rights and obligations of Sub. The corporation surviving the Merger is sometimes hereinafter referred to as the “Surviving Corporation.” The Merger shall have the effects set forth in the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, Time all the property, rights, privileges, powers and franchises of the Company and Sub shall be vested in the Surviving Corporation, and all debts, liabilities and duties of the Company and Sub shall become the debts, liabilities and duties of the Surviving Corporation. (b) At The Certificate of Incorporation of the Surviving Corporation shall be amended and restated at the Effective Time, the certificate of incorporation of the Company shall, by virtue of the Merger, be amended and restated in its entirety to read in the form of Annex III and, as so amended, such Certificate of Incorporation shall be the certificate Certificate of incorporation Incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Law. (c) At the Effective Time, and without any further action on the part The by-laws of the Company and Sub, the bylaws of the Company shall be amended and restated in their entirety to be identical to the bylaws of Sub as in effect immediately prior to the Effective Time (except that such bylaws Time, shall be amended the by-laws of the Surviving Corporation, except as to reflect that the name of the Surviving Corporation shall be VNUS Medical TechnologiesCorporation, Inc.), and, as so amended, shall be the bylaws of the Surviving Corporation until thereafter changed or amended as provided by the DGCL, the certificate Certificate of incorporation Incorporation of the Surviving Corporation and such bylawsby-laws.

The Merger. (a) Subject to Upon the terms and subject to the conditions of set forth in this Agreement, and in accordance with the DGCL, at the Effective Time (as defined in Section 1.4)Time, the Company and Merger Sub shall consummate a merger (the “Merger”) in accordance with the DGCL pursuant to which (i) Sub will be merged with and into the Company and Company. As a result of the Merger, the separate corporate existence of Merger Sub will thereupon shall cease; (ii) , and the Company will be shall continue as the successor or surviving corporation in of the Merger and will continue to be governed by the Laws of the State of Delaware; (iii) the separate corporate existence of the Company with all its rights, privileges, immunities, powers and franchises will continue unaffected by the Merger; and (iv) the Company will succeed to and assume all the rights and obligations of Sub. The corporation surviving the Merger is sometimes hereinafter referred to as the “Surviving Corporation.” ”). The Merger shall be effected pursuant to the DGCL and shall have the effects set forth in this Agreement and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, by virtue of the Merger and without the necessity of further action by the Company or any other Person, all of the property, rights, privileges, immunities, powers and franchises of the Company and Merger Sub shall be vested vest in the Surviving Corporation, and all of the debts, liabilities and duties of the Company and Merger Sub shall become the debts, liabilities and duties of the Surviving Corporation. The Merger and other transactions contemplated by this Agreement are referred to herein as the “Transactions”. (b) At the Effective Time, by virtue of the Merger and without the necessity of further action by the Company or any other Person, the certificate of incorporation of the Company shall, by virtue of the Merger, Surviving Corporation shall be amended and restated so as to read in its entirety to read in the form of Annex III andset forth as Exhibit A hereto, and as so amended, amended shall be the certificate of incorporation of the Surviving Corporation until thereafter changed or amended in accordance with applicable Law and consistent with the obligations set forth in Section 5.7. The bylaws of Merger Sub in effect immediately prior to the Effective Time shall be the form of the bylaws of the Surviving Corporation as provided therein or by of the Effective Time, each until amended in accordance with applicable LawLaw and consistent with the obligations set forth in Section 5.7. (c) At the Effective Time, by virtue of the Merger and without any the necessity of further action on the part of by the Company and Subor any other Person, the bylaws directors of the Company shall be amended and restated in their entirety to be identical to the bylaws of Merger Sub as in effect immediately prior to the Effective Time (except that or such bylaws other individuals designated by Parent as of the Effective Time shall be amended to reflect that become the name directors of the Surviving Corporation shall be VNUS Medical TechnologiesCorporation, Inc.)each to hold office, andfrom and after the Effective Time, as so amended, shall be in accordance with the certificate of incorporation and bylaws of the Surviving Corporation until thereafter changed their respective successors shall have been duly elected, designated or amended as provided by the DGCLqualified, or until their earlier death, resignation or removal in accordance with the certificate of incorporation and bylaws of the Surviving Corporation. The officers of the Company immediately prior to the Effective Time, from and after the Effective Time, shall continue as the officers of the Surviving Corporation, each to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation until their respective successors shall have been duly elected, designated or qualified, or until their earlier death, resignation or removal in accordance with the certificate of incorporation and such bylawsbylaws of the Surviving Corporation.

The Merger. (a) Subject to the terms and conditions of this Agreement, at the Effective Time (as defined in Section 1.41.5 hereof), the Company and Sub the Purchaser shall consummate a merger (the “"Merger”") in accordance with the DGCL pursuant to which (ia) Sub will the Purchaser shall be merged with and into the Company and the separate corporate existence of Sub will the Purchaser shall thereupon cease; , (iib) the Company will shall be the successor or surviving corporation in the Merger (the "Surviving Corporation") and will shall continue to be governed by the Laws laws of the State of Delaware; New York, and (iiic) the separate corporate existence of the Company with all its rights, privileges, immunities, powers and franchises will shall continue unaffected by the Merger; . Pursuant to the Merger, (x) the Certificate of Incorporation of the Purchaser, as in effect immediately prior to the Effective Time, shall be the Certificate of Incorporation of the Surviving Corporation until thereafter amended as provided by law and such Certificate of Incorporation, and (ivy) the Company will succeed By-laws of the Purchaser, as in effect immediately prior to the Effective Time, shall be the By-laws of the Surviving Corporation until thereafter amended as provided by law, the Certificate of Incorporation and assume all the rights and obligations of Subsuch By-laws. The corporation surviving the Merger is sometimes hereinafter referred to as the “Surviving Corporation.” The Merger shall have the effects set forth in the DGCLNYBCL. Without limiting Section 1.5 Effective Time. Parent, the generality Purchaser and the Company will cause an appropriate Certificate of Merger (the "Certificate of Merger") to be executed and filed on the date of the foregoingClosing (as defined in Section 1.6) (or on such other date as Parent and the Company may agree) with the Department of State of the State of New York (the "Department of State") as provided in the NYBCL. The Merger shall become effective on the date on which the Certificate of Merger has been duly filed with the Department of State or such time as is agreed upon by the parties and specified in the Certificate of Merger, and subject thereto, at such time is hereinafter referred to as the "Effective Time, all the property, rights, privileges, powers and franchises of the Company and Sub shall be vested in the Surviving Corporation, and all debts, liabilities and duties of the Company and Sub shall become the debts, liabilities and duties of the Surviving Corporation. (b) At the Effective Time, the certificate of incorporation of the Company shall, by virtue of the Merger, be amended and restated in its entirety to read in the form of Annex III and, as so amended, shall be the certificate of incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Law. (c) At the Effective Time, and without any further action on the part of the Company and Sub, the bylaws of the Company shall be amended and restated in their entirety to be identical to the bylaws of Sub as in effect immediately prior to the Effective Time (except that such bylaws shall be amended to reflect that the name of the Surviving Corporation shall be VNUS Medical Technologies, Inc.), and, as so amended, shall be the bylaws of the Surviving Corporation until thereafter changed or amended as provided by the DGCL, the certificate of incorporation of the Surviving Corporation and such bylaws."

The Merger. (a) Subject to the terms and conditions of this AgreementThe Merger Agreement provides that, at the Effective Time (as defined in Section 1.4)Time, the Company and Sub shall consummate a merger (the “Merger”) in accordance with the DGCL pursuant to which (i) Sub Purchaser will be merged with and into O’Charley’s, with O’Charley’s being the Company and the separate corporate existence of Sub will thereupon cease; (ii) the Company will be the successor or surviving corporation in the Merger and will continue to be governed by the Laws of the State of Delaware; (iii) the separate corporate existence of the Company with all its rights, privileges, immunities, powers and franchises will continue unaffected by the Merger; and (iv) the Company will succeed to and assume all the rights and obligations of Sub. The corporation surviving the Merger is sometimes hereinafter referred to as the “Surviving Corporation.” The Merger shall have ”). Following the effects set forth in Merger, the DGCL. Without limiting the generality separate existence of the foregoingPurchaser will cease, and subject theretoO’Charley’s will continue as the Surviving Corporation and as an indirect, wholly-owned subsidiary of Parent. The directors of the Purchaser immediately prior to the Effective Time will be the directors of the Surviving Corporation. Pursuant to the Merger Agreement, at the Effective Time, all each Share that is owned by O’Charley’s or Parent or any wholly-owned subsidiary of O’Charley’s or Parent, including the propertyPurchaser, rightsshall be cancelled and retired and will cease to exist without any consideration being delivered in exchange for those Shares. Each Share issued and outstanding immediately prior to the Effective Time, privilegesother than Shares to be cancelled in accordance with the preceding paragraph, powers and franchises shall be converted into the right to receive an amount of cash, without interest, equal to the Offer Price (the “Merger Consideration”), subject to any required withholding of taxes, payable to the holder thereof in accordance with the terms of the Company and Sub shall be vested in the Surviving Corporation, and all debts, liabilities and duties of the Company and Sub shall become the debts, liabilities and duties of the Surviving Corporation. (b) Merger Agreement described herein. At the Effective Time, the certificate all of incorporation of the Company shall, by virtue of the Merger, those Shares shall no longer be amended outstanding and restated in its entirety shall automatically be cancelled and cease to read in the form of Annex III and, as so amended, shall be the certificate of incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Law. (c) At the Effective Timeexist, and without any further action on the part each holder of the Company and Sub, the bylaws a certificate or evidence of the Company shall be amended and restated Shares in their entirety to be identical to the bylaws of Sub as in effect book-entry form that immediately prior to the Effective Time represented any of those Shares shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration, without interest. As promptly as reasonably practicable after the Effective Time, Parent shall cause the Exchange Agent (except that such bylaws shall be amended as defined in the Merger Agreement) to reflect that mail to each holder of record of Share certificates a letter of transmittal and instructions for use in effecting the name surrender of Share certificates in exchange for the Surviving Corporation shall be VNUS Medical Technologies, Inc.), and, as so amended, shall be Merger Consideration. The Exchange Agent will pay the bylaws Merger Consideration to the shareholders upon receipt of the Surviving Corporation until thereafter changed or amended as provided by the DGCL, the certificate of incorporation of the Surviving Corporation and such bylaws.(1) surrendered

The Merger. (a) Subject to the terms and conditions provisions of this Agreement, at Agreement and the Effective Time Articles of Merger substantially in the form of Exhibit A attached hereto (as defined in Section 1.4the "ARTICLES OF MERGER"), the Company Companies shall be merged, in a transaction intended by the parties to be a tax free reorganization under Section 368(A) of the Internal Revenue Code of 1986, as amended, with and Sub shall consummate a merger (into the “Merger”) Subs in accordance with the DGCL pursuant to which (i) Sub will be merged with and into the Company and the separate corporate existence of Sub will thereupon cease; (ii) the Company will be the successor or surviving corporation in the Merger and will continue to be governed by the Laws provisions of the State of Delaware; South Carolina Business Corporation Act (iii) the separate corporate "MERGER LAW"), whereupon the existence of the Company with all its rights, privileges, immunities, powers Companies shall cease and franchises will continue unaffected by the Merger; Subs shall be the surviving corporations (the Subs and (iv) the Company will succeed to and assume all the rights and obligations of Sub. The corporation surviving the Merger is Companies are sometimes hereinafter herein referred to as the “Surviving Corporation.” The "MERGING COMPANIES" and the Subs after the Merger shall have are sometimes herein referred to as the effects set forth in the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all the property, rights, privileges, powers and franchises of the Company and Sub shall be vested in the Surviving Corporation, and all debts, liabilities and duties of the Company and Sub shall become the debts, liabilities and duties of the Surviving Corporation"SURVIVING COMPANIES"). (b) At As soon as practicable after satisfaction of, or, to the Effective Timeextent permitted hereunder, the certificate waiver of incorporation of the Company shall, by virtue of all conditions to the Merger, be amended the Merging Companies shall execute and restated in its entirety to read in file the form Articles of Annex III and, as so amended, shall be Merger with the certificate Secretary of incorporation State of the Surviving Corporation until thereafter changed State of South Carolina in accordance with the Merger Law, and shall otherwise make all other filings or amended recordings required by the Merger Law in connection with the Merger. The Merger shall become effective at such date and time as provided therein or by applicable Lawthe Articles of Merger are duly filed with, and accepted by, the Secretary of State of the State of South Carolina (the "EFFECTIVE TIME"). (c) At the Effective Time, the separate existence of the Companies shall cease and the Companies shall be merged with and into the Sub and the Sub shall be the Surviving Company, whose name thereafter shall be SONIC-NEWSOME CHEVROLET WORLD, INC. (d) From and after th▇ ▇▇▇▇▇tive Time: (i) the respective Articles of Incorporation and the Bylaws of the Subs, both as in effect immediately prior to the Effective Time, shall be the respective Articles of Incorporation and the Bylaws of the Surviving Companies, until thereafter amended in accordance with applicable law; (ii) the respective directors of the Subs at the Effective Time shall become the directors of the Surviving Companies, until their respective successors are duly elected or appointed and qualified in accordance with applicable law; and (iii) the respective officers of the Subs at the Effective Time shall become the initial officers of the Surviving Companies, to serve at the pleasure of the respective boards of directors of the Surviving Companies. (e) At the Effective Time, by virtue of the Merger and the applicable provisions of the Merger Law and without any further action on the part of the Company and Sub, Merging Companies or on the bylaws part of the Company shall be amended and restated in their entirety to be identical to the bylaws Companies' shareholders: (1) each share of common stock of each Sub as in effect outstanding immediately prior to the Effective Time shall, automatically and without any action on the part of the holder thereof, be converted into one share of common stock of the respective Surviving Company; and (except that such bylaws 2) all of the Shares shall, automatically and without any action on the part of the Seller, cease to be outstanding and shall be amended converted into the right to reflect that receive the name Merger Consideration (as defined in Section 1.2 below) in accordance with the provisions of the Surviving Corporation shall be VNUS Medical Technologies, Inc.), and, as so amended, shall be the bylaws of the Surviving Corporation until thereafter changed or amended as provided by the DGCL, the certificate of incorporation of the Surviving Corporation and such bylawssaid Section 1.

The Merger. (a) Subject to the terms and conditions of this Agreement, at At the Effective Time (as such term is defined in Section 1.41(b) below), on the Company terms and subject to the conditions set forth in this Agreement, the Certificate of Merger in substantially the form attached hereto as Exhibit A (the "Certificate of Merger") and the applicable provisions of Delaware Law, Merger Sub shall consummate a merger (the “Merger”) in accordance with the DGCL pursuant to which (i) Sub will be merged merge with and into the Company and Company, the separate corporate existence of Merger Sub will thereupon cease; (ii) shall cease and the Company will be shall continue as the successor or surviving corporation in of the Merger and will continue as a wholly-owned subsidiary of Purchaser. The Company, as the surviving corporation after the Merger, is hereinafter sometimes referred to as the "Surviving Corporation." (b) At the Closing, Merger Sub and the Company shall cause the Certificate of Merger to be governed by filed with the Laws Secretary of State of the State of Delaware; , in accordance with the relevant provisions of Delaware Law (iii) the separate corporate existence time of acceptance by the Secretary of State of the Company with all its rights, privileges, immunities, powers State of Delaware of such filing or such later time as may be agreed to by Purchaser and franchises will continue unaffected by the Merger; and (iv) the Company will succeed to in writing (and assume all the rights and obligations of Sub. The corporation surviving the Merger is sometimes hereinafter referred to as the “Surviving Corporation.” The Merger shall have the effects set forth in the DGCLCertificate of Merger) being referred to herein as the "Effective Time"). (c) At the Effective Time, the effect of the Merger shall be as provided in this Agreement, the Certificate of Merger and the applicable provisions of Delaware Law. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all the property, rights, privileges, powers and franchises of Merger Sub and the Company and Sub shall be vested vest in the Surviving Corporation, and all debts, liabilities and duties of Merger Sub and the Company and Sub shall become the debts, liabilities and duties of the Surviving Corporation. (bd) At the Effective Time, the certificate Certificate of incorporation Incorporation of the Company shall, by virtue of the Merger, Surviving Corporation shall be amended and restated in its entirety to read in be identical to the form Certificate of Annex III andIncorporation of Merger Sub immediately prior to the Effective Time, as so amended, shall be except that Article I of the certificate Certificate of incorporation Incorporation of the Surviving Corporation until thereafter changed or amended shall read as provided therein or by applicable Law.follows: "The name of this corporation is Ideeli, Inc." (ce) At the Effective Time, and without any further action on the part Bylaws of the Company and Sub, the bylaws of the Company Surviving Corporation shall be amended and restated in their entirety to be identical to the bylaws Bylaws of Merger Sub as immediately prior to the Effective Time, except that all references to Merger Sub in effect the Bylaws of the Surviving Corporation shall be changed to refer to "Ideeli, Inc." (f) At the Effective Time, the members of the Board of Directors of Merger Sub immediately prior to the Effective Time (except that such bylaws shall be amended to reflect that appointed as the name members of the Board of Directors of the Surviving Corporation immediately after the Effective Time, until their respective successors are duly elected or appointed and qualified. (g) At the Effective Time, the officers of Merger Sub immediately prior to the Effective Time shall be VNUS Medical Technologies, Inc.), and, appointed as so amended, shall be the bylaws officers of the Surviving Corporation immediately after the Effective Time, until thereafter changed or amended as provided by the DGCL, the certificate of incorporation of the Surviving Corporation and such bylawstheir respective successors are duly appointed.

The Merger. (a) Subject to Upon the terms and subject to the conditions of set forth in this Agreement, and in accordance with the DGCL, at the Effective Time (as defined in Section 1.4)Time, the Company and Merger Sub shall consummate a merger (the “Merger”) in accordance with the DGCL pursuant to which (i) Sub will be merged with and into the Company and Company. As a result of the Merger, the separate corporate existence of Merger Sub will thereupon shall cease; (ii) , and the Company will be shall continue as the successor or surviving corporation in of the Merger and will continue to be governed by the Laws a Subsidiary of the State of Delaware; Parent (iii) the separate corporate existence of the Company with all its rights, privileges, immunities, powers and franchises will continue unaffected by the Merger; and (iv) the Company will succeed to and assume all the rights and obligations of Sub. The corporation surviving the Merger is sometimes hereinafter referred to as the “Surviving Corporation.” ”). The Merger shall be governed by and effected pursuant to Section 251(h) of the DGCL and shall have the effects set forth in this Agreement and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all of the property, rights, privileges, immunities, powers and franchises of the Company and Merger Sub shall be vested vest in the Surviving Corporation, and all of the debts, liabilities and duties of the Company and Merger Sub shall become the debts, liabilities and duties of the Surviving Corporation, in each case, as provided under the DGCL. (b) At the Effective Time, by virtue of the Merger and without the necessity of further action by the Company or any other Person, (i) the certificate of incorporation of the Company shall, by virtue of as in effect immediately prior to the Merger, Effective Time shall be amended and restated to read in its entirety to read in the form of Annex III the certificate of incorporation of Merger Sub as in effect immediately prior to the Effective Time and, as so amendedamended and restated, shall be the certificate of incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Law. Law (c) At the Effective Timesubject to Section 6.8), and without any further action on the part of the Company and Sub, (ii) the bylaws of the Company as in effect immediately prior to the Effective Time shall be amended and restated to read in their entirety to be identical to in the form of the bylaws of Merger Sub as in effect immediately prior to the Effective Time (except that such bylaws shall be amended to reflect that the name of the Surviving Corporation shall be VNUS Medical Technologies, Inc.), and, as so amendedamended and restated, shall be the bylaws of the Surviving Corporation until thereafter changed or amended as provided by the DGCL, therein and in the certificate of incorporation of the Surviving Corporation and by applicable Law (subject to Section 6.8). (c) Notwithstanding anything in this Agreement to the contrary, if, at any time occurring on or after the Acceptance Time until the Effective Time, any change in the outstanding Equity Interests of the Company shall occur as a result of any reorganization, reclassification, recapitalization, stock split (including a reverse stock split), subdivision or combination, exchange or readjustment of shares, or any stock dividend or stock distribution (including any dividend or other distribution of securities convertible into Company Shares) with a record date during such bylawsperiod, the Merger Consideration and any other similarly dependent items, as the case may be, will be equitably adjusted to reflect such change and provide the holders of each Company Share and Company Equity Award the same economic effect as contemplated by this Agreement prior to such event.

The Merger. (a) Subject to On the terms and subject to the conditions of set forth in this Agreement, at the Effective Time (as defined in Section 1.4), the Company and Sub shall consummate a merger (the “Merger”) in accordance with the DGCL pursuant to which (i) Sub will be merged with and into the Company and the separate corporate existence of Sub will thereupon cease; (ii) the Company will be the successor or surviving corporation in the Merger and will continue to be governed by the Laws of the State of Delaware; (iii) the separate corporate existence of the Company with all its rights, privileges, immunities, powers and franchises will continue unaffected by the Merger; and (iv) the Company will succeed to and assume all the rights and obligations of Sub. The corporation surviving the Merger is sometimes hereinafter referred to as the “Surviving Corporation.” The Merger shall have the effects set forth in the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, the Transactions will occur, whereupon the separate existence of Merger Sub shall cease, and BHI shall be the Surviving Entity and a direct wholly owned Subsidiary of Newco. From and after the Effective Time, the Surviving Entity will possess all of the property, rights, privileges, powers and franchises privileges and be subject to all of the Company and Sub shall be vested in the Surviving Corporation, and all debtsobligations, liabilities and duties restrictions of BHI and Merger Sub, all as provided under the Company and Sub shall become the debts, liabilities and duties of the Surviving Corporation. (b) DGCL. At the Effective Time, (A) the certificate of incorporation of the Company shall, by virtue of the Merger, Merger Sub shall be amended and restated in its entirety to read in the form of Annex III and, as set forth on Exhibit E and as so amended, amended shall be the certificate of incorporation of the Surviving Corporation Entity until thereafter changed or amended as provided therein or by applicable Law. Law and such certificate of incorporation and (cB) At the Effective Time, and without any further action on the part of the Company and Sub, the bylaws of the Company shall be amended and restated in their entirety to be identical to the bylaws of Merger Sub as in effect immediately prior to the Effective Time (except that such bylaws shall be amended to reflect that the name of the Surviving Corporation shall be VNUS Medical Technologies, Inc.), and, as so amended, shall be the bylaws of the Surviving Corporation Entity until thereafter changed or amended as provided by the DGCLLaw, the certificate of incorporation of the Surviving Corporation Entity and such bylaws. The directors of Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Entity, each to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Entity, and the officers of BHI immediately prior to the Effective Time shall be the initial officers of the Surviving Entity, in each case until their respective successors are duly elected and qualified or until such officer’s earlier death, resignation or removal.

The Merger. (a) Subject On and subject to the terms and conditions of this Agreement, at the Effective Time (as defined in Section 1.4), the Merger Sub shall be merged with and into the Company and Sub shall consummate a merger (the “Merger”) in accordance with the DGCL pursuant to which DGCL. At the Closing a certificate of merger (ithe “Certificate of Merger”) shall be duly prepared, executed and acknowledged by the Merger Sub will be merged with and into the Company in accordance with the DGCL and shall be filed with the separate corporate existence Secretary of Sub will thereupon cease; (ii) the Company will be the successor or surviving corporation in the Merger and will continue to be governed by the Laws of the State of Delaware; (iii) . The Merger shall become effective upon the separate corporate existence filing of the Company with all its rights, privileges, immunities, powers and franchises will continue unaffected Certificate of Merger (or at such later time reflected in such Certificate of Merger as shall be agreed to by the Merger; Buyer and (iv) the Company will succeed to and assume all the rights and obligations of SubCompany). The corporation surviving date and time when the Merger shall become effective is sometimes hereinafter referred to as the “Surviving Corporation.” The Merger shall have the effects set forth in the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all the property, rights, privileges, powers and franchises of the Company and Sub shall be vested in the Surviving Corporation, and all debts, liabilities and duties of the Company and Sub shall become the debts, liabilities and duties of the Surviving Corporation.” (b) At the Effective Time, the Merger Sub shall be merged with and into the Company, and the separate corporate existence of the Merger Sub shall cease, and the Company shall continue as the “Surviving Corporation” under the laws of the State of Delaware. (c) From and after the Effective Time, the Merger shall have the effects set forth in this Agreement and in Section 259 of the DGCL. (d) At the Effective Time the certificate of incorporation of the Company shall, by virtue of shall survive the Merger, Merger but immediately shall be amended to amend and restated restate such certificate of incorporation so as to be identical to the certificate of incorporation of Merger Sub in its entirety at the Effective Time (with the addition of Article X of the certificate of incorporation of the Company); provided, however, that the name of the Surviving Corporation shall remain “Century Maintenance Supply, Inc.” unless and until the Buyer shall decide to read in further amend the form Company’s certificate of Annex III andincorporation to provide for another name. Notwithstanding the foregoing, as so amended, shall be the terms of the certificate of incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Lawconcerning directors’ and officers’ indemnification shall comply with the provisions of Section 8.8 below. (ce) At the Effective Time, and without any further action on the part of the Company and Sub, the The bylaws of the Company shall be amended and restated in their entirety to be identical to the bylaws of Merger Sub as in effect immediately prior to the Effective Time (except that such bylaws shall be amended to reflect that the name of the Surviving Corporation shall be VNUS Medical Technologies, Inc.), and, as so amended, shall be the bylaws of the Surviving Corporation (with the addition of Section 8 of the bylaws of the Company) except that the name shown on such bylaws shall be “Century Maintenance Supply, Inc.” unless and until such bylaws thereafter shall be changed or amended as provided by in accordance with the DGCLprovisions thereof, the provisions of the certificate of incorporation of the Surviving Corporation and applicable law. Notwithstanding the foregoing, the terms of the bylaws of the Surviving Corporation concerning directors’ and officers’ indemnification shall comply with the provisions of Section 8.8 below. (f) At the Effective Time, the directors of the Merger Sub shall be the directors of the Surviving Corporation, with each of such bylawsdirectors to hold office, subject to the applicable provisions of the DGCL and the certificate of incorporation and bylaws of the Surviving Corporation, until the next annual stockholders’ meeting of the Surviving Corporation and until their respective successors shall be duly elected or appointed and qualified. At the Effective Time, the officers of the Merger Sub shall, subject to the applicable provisions of the certificate of incorporation and bylaws of the Surviving Corporation, be the officers of the Surviving Corporation until their respective successors shall be duly elected or appointed and qualified.

The Merger. (a) Subject to On the terms and subject to the conditions of this Agreement, at the Effective Time (as defined in Section 1.4)Time, the Company and Merger Sub shall will consummate a merger (the “Merger”) Merger in accordance with the DGCL pursuant to which DGCL, such that, at the Effective Time, (i) Merger Sub will be merged with and into the Company and the separate corporate existence of Merger Sub will thereupon cease; , (ii) the Company will be the successor or surviving corporation in the Merger and will continue to be governed by the Laws of the State of Delaware; , (iii) the separate corporate existence of the Company with all its rights, privileges, immunities, powers and franchises will continue unaffected by the Merger; and (iv) the Company will succeed to and assume all the rights and obligations of Merger Sub. The corporation surviving the Merger is sometimes hereinafter referred to as the “Surviving Corporation.” The Merger shall will have the effects set forth in the DGCL and will be governed by Section 251(h) of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all the property, rights, privileges, powers and franchises of the Company and Merger Sub shall will be vested in the Surviving Corporation, and all debts, liabilities and duties of the Company and Merger Sub shall become will be the debts, liabilities and duties of the Surviving Corporation. (b) At the Effective Time, the certificate of incorporation of the Company shallwill, by virtue of the Merger, be amended and restated in its entirety to read be in the form of set forth in Annex III IV and, as so amended, shall will be the certificate of incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Law. (c) At the Effective Time, and without any further action on the part of the Company and or Merger Sub, the bylaws of the Company shall will be amended and restated in their entirety to be identical to the bylaws of Merger Sub as in effect immediately prior to the Effective Time (except that such bylaws shall will be amended to reflect that the name of the Surviving Corporation shall will be VNUS Medical TechnologiesInvuity, Inc.), and, as so amended, shall will be the bylaws of the Surviving Corporation until thereafter changed or amended as provided by the DGCL, the certificate of incorporation of the Surviving Corporation and such bylaws.

The Merger. (a) Subject to Upon the terms and subject to the conditions of set forth in this Agreement, and in accordance with the DGCL, at the Effective Time (as defined in Section 1.4)Time, the Company and Merger Sub shall consummate a merger (the “Merger”) in accordance with the DGCL pursuant to which (i) Sub will be merged with and into the Company and Company. As a result of the Merger, the separate corporate existence of Merger Sub will thereupon shall cease; (ii) , and the Company will be shall continue as the successor or surviving corporation in of the Merger and will continue to be governed by a wholly-owned Subsidiary of Parent (the Laws of the State of Delaware; (iii) the separate corporate existence of the Company with all its rights, privileges, immunities, powers and franchises will continue unaffected by the Merger; and (iv) the Company will succeed to and assume all the rights and obligations of Sub"Surviving Corporation"). The corporation surviving Merger shall be effected pursuant to the Merger is sometimes hereinafter referred to as the “Surviving Corporation.” The Merger Section 251(h) of DGCL and shall have the effects set forth in this Agreement and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all of the property, rights, privileges, immunities, powers and franchises of the Company and Merger Sub shall be vested vest in the Surviving Corporation, and all of the debts, liabilities and duties of the Company and Merger Sub shall become the debts, liabilities and duties of the Surviving Corporation. The Offer, the Merger and other transactions contemplated by this Agreement are referred to herein as the "Transactions." (b) At the Effective Time, by virtue of the Merger and without the necessity of further action by the Company or any other Person, the certificate of incorporation of the Company shallCompany, by virtue of the Merger, be as amended and restated in its entirety to read in the form attached hereto as Exhibit A, shall be the certificate of Annex III andincorporation of the Surviving Corporation, as so amended, and such certificate of incorporation shall be the certificate of incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Law. Law (c) At subject to Section 5.8). In addition, at the Effective Time, by virtue of the Merger and without any the necessity of further action on the part of by the Company and Subor any other Person, the bylaws of the Company shall be Company, as amended and restated in their entirety to the form attached hereto as Exhibit B, shall be identical to the bylaws of Sub as in effect immediately prior to the Effective Time (except that Surviving Corporation, and such bylaws shall be amended to reflect that the name of the Surviving Corporation shall be VNUS Medical Technologies, Inc.), and, as so amended, shall be the bylaws of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Law (subject to Section 5.8). (c) At the Effective Time, by virtue of the Merger and without the necessity of further action by the DGCLCompany or any other person, the directors of Merger Sub immediately prior to the Effective Time or such other individuals designated by Parent as of the Effective Time shall become the directors of the Surviving Corporation, each to hold office, from and after the Effective Time, in accordance with the certificate of incorporation and bylaws of the Surviving Corporation until their respective successors shall have been duly elected, designated or qualified, or until their earlier death, resignation or removal in accordance with the certificate of incorporation and bylaws of the Surviving Corporation. The officers of the Company immediately prior to the Effective Time, from and after the Effective Time, shall continue as the officers of the Surviving Corporation, each to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation until their respective successors shall have been duly elected, designated or qualified, or until their earlier death, resignation or removal in accordance with the certificate of incorporation and bylaws of the Surviving Corporation. (d) If, at any time after the Effective Time, the Surviving Corporation shall determine, in its sole discretion, or shall be advised, that any deeds, bills of sale, instruments of conveyance, assignments, assurances or any other actions or things are necessary or desirable to vest, perfect or confirm of record or otherwise in the Surviving Corporation its right, title or interest in, to or under any of the rights, properties or assets of either of the Company or Merger Sub acquired or to be acquired by the Surviving Corporation as a result of, or in connection with, the Merger or otherwise to carry out this Agreement, then the officers and directors of the Surviving Corporation shall be authorized to execute and deliver, in the name and on behalf of either the Company or Merger Sub, all such bylawsdeeds, bills of sale, instruments of conveyance, assignments and assurances and to take and do, in the name and on behalf of each of such corporations or otherwise, all such other actions and things as may be necessary or desirable to vest, perfect or confirm any and all right, title or interest in, to and under such rights, properties or assets in the Surviving Corporation or otherwise to carry out this Agreement.

The Merger. (a) Subject to Upon the terms and subject to the conditions of set forth in this Agreement, and in accordance with the applicable provisions of the DLLCA, at the Effective Time (as defined in Section 1.4)Time, the Company and Merger Sub shall consummate a merger (the “Merger”) in accordance with the DGCL pursuant to which (i) Sub will be merged with and into the Company and Company. As a result of the Merger, the separate corporate existence of Merger Sub will thereupon shall cease; (ii) , and the Company will be shall continue as the successor or surviving corporation in limited liability company of the Merger and will continue to be governed by the Laws of the State of Delaware; (iii) the separate corporate existence of the Company with all its rights, privileges, immunities, powers and franchises will continue unaffected by the Merger; and (iv) the Company will succeed to and assume all the rights and obligations of Sub. The corporation surviving the Merger is sometimes hereinafter referred to as the “Surviving Corporation.” Company”). The Merger shall have the effects set forth in the DGCLapplicable provisions of the DLLCA. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all of the property, rights, privileges, immunities, powers and franchises of the Company and Merger Sub shall be vested vest in the Surviving CorporationCompany, and all of the debts, liabilities and duties of the Company and Merger Sub shall become the debts, liabilities and duties of the Surviving CorporationCompany. (b) At From and after the Effective Time, the certificate of incorporation of the Company shall, by virtue of the Merger, be amended and restated in its entirety to read in the form of Annex III and, as so amended, shall be the certificate of incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Law. (c) At the Effective Time, Time and without any further action on the part of the Company and Subparties, the bylaws Certificate of Formation of the Company shall be amended and restated in their entirety to be identical to the bylaws of Sub as in effect immediately prior to the Effective Time (except that such bylaws shall be amended to reflect that the name Certificate of Formation of the Surviving Corporation shall be VNUS Medical TechnologiesCompany until amended in accordance with the terms thereof. From and after the Effective Time, Inc.), and, as so amended, the Operating Agreement set forth on Exhibit D attached hereto shall be the bylaws Operating Agreement of the Surviving Corporation Company until thereafter changed or amended as provided by in accordance with terms thereof. (c) The current executive officers of the DGCLCompany shall, from and after the certificate of incorporation Effective Time, become the executive officers of the Surviving Corporation Company each to hold office in accordance with the Certificate of Formation and Operating Agreement of the Surviving Company until their respective successors shall have been duly elected, designated or qualified, or until their earlier death, resignation or removal in accordance with the Certificate of Formation and Operating Agreement of the Surviving Company. The members of the Parent Board shall, from and after the Effective Time, become the board of directors of the Surviving Company each to hold office in accordance with the Certificate of Formation and Operating Agreement of the Surviving Company until their respective successors shall have been duly elected, designated or qualified, or until their earlier death, resignation or removal in accordance with the Certificate of Formation and Operating Agreement of the Surviving Company. (d) If at any time after the Effective Time, the Surviving Company shall determine, in its reasonable discretion, or shall be advised by its counsel, that any deeds, bills of sale, instruments of conveyance, assignments, assurances or any other actions or things are necessary or desirable to vest, perfect or confirm of record or otherwise in the Surviving Company its right, title or interest in, to or under any of the rights, properties or assets of either of the Company or Merger Sub acquired or to be acquired by the Surviving Company as a result of, or in connection with, the Merger or otherwise to carry out this Agreement, then the officers and managers of the Surviving Company shall be authorized to execute and deliver, in the name and on behalf of either the Company or the Merger Sub, all such bylawsdeeds, bills of sale, instruments of conveyance, assignments and assurances and to take and do, in the name and on behalf of each of such corporations subject to compliance with applicable law or otherwise, all such other actions and things as may be necessary or desirable to vest, perfect or confirm any and all right, title or interest in, to and under such rights, properties or assets in the Surviving Company or otherwise to carry out this Agreement.

The Merger. (a) Subject to Upon the terms and subject to the conditions of set forth in this Agreement, and in accordance with the DGCL, at the Effective Time (as defined in Section 1.4)Time, the Company and Merger Sub shall consummate a merger (the “Merger”) in accordance with the DGCL pursuant to which (i) Sub will be merged with and into the Company and Company. As a result of the Merger, the separate corporate existence of Merger Sub will thereupon shall cease; (ii) , and the Company will be shall continue as the successor or surviving corporation in of the Merger and will continue to be governed by (the Laws of the State of Delaware; (iii) the separate corporate existence of the Company with all its rights, privileges, immunities, powers and franchises will continue unaffected by the Merger; and (iv) the Company will succeed to and assume all the rights and obligations of Sub"Surviving Corporation"). The corporation surviving Merger shall be effected pursuant to the Merger is sometimes hereinafter referred to as the “Surviving Corporation.” The Merger DGCL and shall have the effects set forth in this Agreement and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all of the property, rights, privileges, immunities, powers and franchises of the Company and Merger Sub shall be vested vest in the Surviving Corporation, and all of the debts, liabilities and duties of the Company and Merger Sub shall become the debts, liabilities and duties of the Surviving Corporation. The Merger and other transactions contemplated by this Agreement are referred to herein as the "Transactions". (b) At the Effective Time, by virtue of the Merger and without the necessity of further action by the Company or any other Person, the certificate of incorporation of the Company shall, by virtue of (the Merger, "Company Charter") shall be amended and restated so as to read in its entirety to read in the form of Annex III andset forth as Exhibit B hereto, and as so amended, amended shall be the certificate of incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Law. In addition, the Company shall take all necessary action such that, at the Effective Time, the bylaws of the Company (the "Company Bylaws") shall be amended so as to read in its entirety in the form set forth as Exhibit C hereto, and as so amended shall be the bylaws of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Law. (c) At the Effective Time, by virtue of the Merger and without any the necessity of further action on the part of by the Company and Subor any other person, the bylaws directors of the Company shall be amended and restated in their entirety to be identical to the bylaws of Merger Sub as in effect immediately prior to the Effective Time or such other individuals designated by Parent as of the Effective Time shall become the directors of the Surviving Corporation, each to hold office, from and after the Effective Time, in accordance with the certificate of incorporation and bylaws of the Surviving Corporation until their respective successors shall have been duly elected, designated or qualified, or until their earlier death, resignation or removal in accordance with the certificate of incorporation and bylaws of the Surviving Corporation. The officers of Merger Sub immediately prior to the Effective Time or such other individuals designated by Parent as of the Effective Time shall become the officers of the Surviving Corporation, each to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation until their respective successors shall have been duly elected, designated or qualified, or until their earlier death, resignation or removal in accordance with the certificate of incorporation and bylaws of the Surviving Corporation. (except that such bylaws d) If, at any time after the Effective Time, the Surviving Corporation shall determine, in its sole discretion, or shall be amended advised, that any deeds, bills of sale, instruments of conveyance, assignments, assurances or any other actions or things are necessary or desirable to reflect that vest, perfect or confirm of record or otherwise in the name Surviving Corporation its right, title or interest in, to or under any of the rights, properties or assets of either of the Company or Merger Sub acquired or to be acquired by the Surviving Corporation as a result of, or in connection with, the Merger or otherwise to carry out this Agreement, then the officers and directors of the Surviving Corporation shall be VNUS Medical Technologiesauthorized to execute and deliver, Inc.)in the name and on behalf of either the Company or Merger Sub, andall such deeds, bills of sale, instruments of conveyance, assignments and assurances and to take and do, in the name and on behalf of each of such corporations or otherwise, all such other actions and things as so amendedmay be necessary or desirable to vest, shall be the bylaws of perfect or confirm any and all right, title or interest in, to and under such rights, properties or assets in the Surviving Corporation until thereafter changed or amended as provided by the DGCL, the certificate of incorporation of the Surviving Corporation and such bylawsotherwise to carry out this Agreement.

The Merger. (a) a. Subject to the terms and conditions of this Agreementhereof, at the Effective Time (as defined in Section 1.4), the Company and Sub shall consummate a merger (the “Merger”) in accordance with the DGCL pursuant to which Georgia Business Corporation Code of the State of Georgia (ithe "Georgia Code") Sub and the Nevada Private Corporation Act in the Nevada Revised Statutes ("Nevada Statutes") , the Company will be merged with and into the PENN. The Company and PENN agree to merge and execute the separate corporate existence Articles of Sub will thereupon cease; (ii) Merger and any and all documents necessary to complete the Company will be Merger. Following the successor or Merger, PENN shall continue as the surviving corporation in (the Merger "Surviving Corporation") and will continue to be governed by the Laws of the State of Delaware; (iii) the separate corporate existence of the Company with all its rights, privileges, immunities, powers and franchises will continue unaffected by the Merger; and (iv) the Company will succeed to and assume all the rights and obligations of Sub. The corporation surviving the Merger is sometimes hereinafter referred to as the “Surviving Corporationshall cease.” b. The Merger shall have the effects set forth in the DGCL. Without limiting the generality Section 14-2-1106 of the foregoingGeorgia Code. c. The Merger shall be consummated by filing with the Secretary of State of the States of Georgia and Nevada a certificate of merger in such form as is required by, and subject theretoexecuted in accordance with, the relevant provisions of the Georgia Code and the Nevada Statutes (the time of such filing, or the time otherwise specified in such certificate, being the "Effective Time"). d. The Certificate of Incorporation of PENN as in effect at the Effective Time, all the property, rights, privileges, powers and franchises of the Company and Sub shall be vested in the Surviving Corporation, and all debts, liabilities and duties of the Company and Sub shall become the debts, liabilities and duties of the Surviving Corporation. (b) At the Effective Time, the certificate of incorporation of the Company shall, by virtue of the Merger, be amended and restated in its entirety to read in the form of Annex III and, as so amended, Time shall be the certificate Certificate of incorporation Incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by in accordance with the provisions thereof and applicable Law. (c) At law; provided, however, that in the Effective Time, and without event any further action on the part of the Company and Sub, the bylaws of the Company shall be amended and restated in their entirety to be identical amendment or amendments to the bylaws Certificate of Sub as in effect immediately prior to the Effective Time (except that such bylaws shall be amended to reflect that the name Incorporation of the Surviving Corporation shall be VNUS Medical Technologiesnecessary or appropriate in the sole discretion of Company, Inc.)which shall not be inconsistent with the terms of this Plan of Merger, and, the parties hereto agree to execute an appropriate amendment to this Plan of Merger to provide for such amendment or amendments to be made to the Certificate of Incorporation of the Surviving Corporation as so amended, of the Effective Time. The By-Laws of the Company as in effect at the Effective Time shall be the bylaws By-Laws of the Surviving Corporation until thereafter changed or amended as provided by in accordance with the DGCL, the certificate of incorporation of the Surviving Corporation provisions thereof and such bylawsapplicable law.

The Merger. (a) Subject to the terms and conditions of this Agreement, and in accordance with the FBCA, at the Effective Time (as defined in Section 1.4)Time, the Company and Merger Sub shall consummate a merger (the “Merger”) in accordance with the DGCL Merger pursuant to which which (i) Merger Sub will shall be merged with and into the Company and the separate corporate existence of Merger Sub will shall thereupon cease; , (ii) the Company will shall be the successor or surviving corporation in the Merger and will continue to shall be governed by the Laws of the State of Delaware; FBCA and (iii) the separate corporate existence of the Company Company, with all its rights, privileges, immunities, powers and franchises will franchises, shall continue unaffected by the Merger; and (iv) the Company will succeed to and assume all the rights and obligations of Sub. The corporation surviving the Merger is sometimes hereinafter referred to as the “Surviving Corporation.” The Merger shall have the effects set forth in the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all the property, rights, privileges, powers and franchises of the Company and Sub shall be vested in the Surviving Corporation, and all debts, liabilities and duties of the Company and Sub shall become the debts, liabilities and duties of the Surviving CorporationFBCA. (b) At the Effective Time, the certificate of incorporation of the Company shall, Time and by virtue of the Merger, the articles of incorporation of the Surviving Corporation shall be amended and restated in its entirety to read in the form same as the articles of Annex III andincorporation of Merger Sub, as in effect immediately prior to the Effective Time, except that as of the Effective Time the articles of incorporation shall provide that the name of the Surviving Corporation is “Banks.com, Inc.,” and as so amended, amended shall be the certificate amended and restated ▇▇▇▇▇▇▇▇ of incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Law. (c) . At the Effective Time, and without any further action on the part of the Company and Sub, the bylaws of the Company Surviving Corporation shall be amended and restated in their entirety so as to be identical to read the same as the bylaws of Sub Merger Sub, as in effect immediately prior to the Effective Time (except that such bylaws shall be amended to reflect that the name of the Surviving Corporation shall be VNUS Medical TechnologiesTime, Inc.), and, as so amended, shall be the bylaws of the Surviving Corporation until thereafter changed or amended as provided therein, by the DGCL, the certificate of incorporation of the Surviving Corporation and such bylawsor by applicable Law.

The Merger. (a) Subject to the terms and conditions of this Agreement, at the Effective Time (as defined in Section 1.4)Time, the Company and Sub Merger Subsidiary shall consummate a merger be merged (the “"Merger”") in accordance with the DGCL pursuant to which (i) Sub will be merged with and into the Company in accordance with the Pennsylvania Business Corporation Law of 1988, as amended (the "PBCL"), whereupon the separate existence of Merger Subsidiary shall cease, and the separate corporate existence of Sub will thereupon cease; (ii) the Company will shall be the successor or surviving corporation in the Merger and will continue to be governed by the Laws of the State of Delaware; (iii) the separate corporate existence of the Company with all its rights, privileges, immunities, powers and franchises will continue unaffected by the Merger; and (iv) the Company will succeed to and assume all the rights and obligations of Subcorporation. The corporation surviving the Merger is sometimes hereinafter referred to as the “"Surviving Corporation.” " Notwithstanding the foregoing, in the event that Parent in its sole discretion elects to structure the Merger so that the Company shall be merged with and into Merger Subsidiary (a "Forward Subsidiary Merger Election"), and provides written notice of such election to the Company prior to the mailing of any Company Proxy Statement (as defined in Section 4.8(a) hereof), the separate existence of the Company shall cease and Merger Subsidiary shall be the "Surviving Corporation," and this Agreement shall be deemed amended to the extent necessary to provide for such. (b) On the date of the Closing (as defined in Section 2.1(d) hereof), as soon as practicable after the satisfaction or waiver in accordance with the terms of this Agreement of all of the conditions to the Merger set forth in Article IX hereof, each of the Company and Merger Subsidiary will cause articles of merger (the "Articles of Merger") to be executed and filed with the Department of State of the Commonwealth of Pennsylvania as provided in Sections 1926 and 1927 of the PBCL, which shall reflect any Forward Subsidiary Merger Election, if applicable, and will make all other filings or recordings required by the PBCL in connection with the Merger. The Merger shall become effective at such time as the Articles of Merger are duly filed with the Department of State of the Commonwealth of Pennsylvania or at such later time as is agreed upon by the parties hereto and specified in the Articles of Merger (the "Effective Time"). (c) From and after the Effective Time, the Merger shall have the effects set forth in this Agreement, the DGCLArticles of Merger and the applicable provisions of the PBCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all the property, rightsreal, privilegespersonal and mixed, powers and franchises of the Company and Sub Merger Subsidiary shall be vested transfer to and vest in the Surviving Corporation, and all debts, liabilities and duties of the Company and Sub Merger Subsidiary shall become the debts, liabilities be transferred to and duties of vested in the Surviving Corporation. (bd) At the Effective Time, the certificate of incorporation The closing of the Company shallMerger (the "Closing") shall take place (i) at the offices of Stroock & Stroock & ▇▇▇▇▇ LLP, by virtue ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ at 10:00 A.M., New York City time, no later than the second business day after the last of the Merger, be amended and restated conditions set forth in its entirety to read in the form of Annex III and, as so amended, Article IX hereof shall be the certificate of incorporation of the Surviving Corporation until thereafter changed satisfied or amended waived in accordance with this Agreement, or (ii) at such other place, time and date as provided therein or by applicable Law. (c) At the Effective TimeParent, Merger Subsidiary and without any further action on the part of the Company and Sub, the bylaws of the Company shall be amended and restated in their entirety to be identical to the bylaws of Sub as in effect immediately prior to the Effective Time (except that such bylaws shall be amended to reflect that the name of the Surviving Corporation shall be VNUS Medical Technologies, Inc.), and, as so amended, shall be the bylaws of the Surviving Corporation until thereafter changed or amended as provided by the DGCL, the certificate of incorporation of the Surviving Corporation and such bylawsagree.

The Merger. (a) Subject to Upon the terms and subject to the conditions of set forth in this Agreement, and in accordance with the DGCL, at the Effective Time (as defined in Section 1.4)Time, the Company and Merger Sub shall consummate a merger (the “Merger”) in accordance with the DGCL pursuant to which (i) Sub will be merged with and into the Company and Company. As a result of the Merger, the separate corporate existence of Merger Sub will thereupon shall cease; (ii) , and the Company will be shall continue as the successor or surviving corporation in of the Merger and will continue to be governed by the Laws of the State of Delaware; (iii) the separate corporate existence of the Company with all its rights, privileges, immunities, powers and franchises will continue unaffected by the Merger; and (iv) the Company will succeed to and assume all the rights and obligations of Sub. The corporation surviving the Merger is sometimes hereinafter referred to as the “Surviving Corporation.” ”). The Merger shall be effected pursuant to the DGCL and shall have the effects set forth in this Agreement and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all of the property, rights, privileges, powers and franchises of the Company and Merger Sub shall be vested vest in the Surviving Corporation, and all of the debts, liabilities and duties of the Company and Merger Sub shall become the debts, liabilities and duties of the Surviving Corporation. The Merger and other transactions contemplated by this Agreement are referred to herein as the “Transactions”. (b) At the Effective Time, by virtue of the Merger and without the necessity of further action by the Company or any other Person, the certificate of incorporation of the Company shall, by virtue of the Merger, shall be amended and restated so as to read in its entirety to read in the form of Annex III andset forth as Exhibit A hereto, and as so amended, amended shall be the certificate of incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Law. (c) At . In addition, the Company and the Surviving Corporation shall take all necessary action such that, at the Effective Time, and without any further action on the part of the Company and Sub, the bylaws of the Company shall be amended so as to read in its entirety in the form set forth as Exhibit B hereto, and restated in their entirety to be identical to the bylaws of Sub as in effect immediately prior to the Effective Time (except that such bylaws shall be amended to reflect that the name of the Surviving Corporation shall be VNUS Medical Technologies, Inc.), and, as so amended, amended shall be the bylaws of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Law. (c) The directors of Merger Sub immediately prior to the DGCLEffective Time shall be the directors of the Surviving Corporation immediately following the Effective Time, each to hold office until their respective successors shall have been duly elected or appointed and qualified or until their earlier death, resignation or removal, in accordance with the certificate of incorporation and bylaws of the Surviving Corporation. The officers of the Company immediately prior to the Effective Time shall be the officers of the Surviving Corporation immediately following the Effective Time, each to hold office until their respective successors shall have been duly elected or appointed and qualified or until their earlier death, resignation or removal, in accordance with the certificate of incorporation and bylaws of the Surviving Corporation. (d) If, at any time after the Effective Time, the Surviving Corporation shall determine, in its sole discretion, or shall be advised, that any deeds, bills of sale, instruments of conveyance, assignments, assurances or any other actions or things are necessary or desirable to vest, perfect or confirm of record or otherwise in the Surviving Corporation its right, title or interest in, to or under any of the rights, properties or assets of either of the Company or Merger Sub acquired or to be acquired by the Surviving Corporation as a result of, or in connection with, the Merger or otherwise to carry out this Agreement, then the officers and directors of the Surviving Corporation shall be authorized to execute and deliver, in the name and on behalf of either the Company or Merger Sub, all such bylawsdeeds, bills of sale, instruments of conveyance, assignments and assurances and to take and do, in the name and on behalf of each of such corporations or otherwise, all such other actions and things as may be necessary or desirable to vest, perfect or confirm any and all right, title or interest in, to and under such rights, properties or assets in the Surviving Corporation or otherwise to carry out this Agreement.

The Merger. (a) Subject to Upon the terms and subject to the conditions of set forth in this Agreement, and in accordance with the DGCL, at the Effective Time (as defined in Section 1.4)Time, the Company and Sub Purchaser shall consummate a merger (the “Merger”) in accordance with the DGCL pursuant to which (i) Sub will be merged with and into the Company and the separate corporate existence of Sub will thereupon cease; (ii) the Company will be the successor or surviving corporation in the Merger and will continue to be governed by the Laws Company. As a result of the State of Delaware; (iii) Merger, the separate corporate existence of the Company with all its rightsPurchaser shall cease, privileges, immunities, powers and franchises will continue unaffected by the Merger; and (iv) the Company will succeed to and assume all shall continue as the rights and obligations surviving corporation of Sub. The corporation surviving the Merger is sometimes hereinafter referred to as (the “Surviving Corporation.” ”). The Merger shall have the effects set forth in the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all of the property, rights, privileges, immunities, powers and franchises of the Company and Sub the Purchaser shall be vested vest in the Surviving Corporation, and all of the debts, liabilities and duties of the Company and Sub the Purchaser shall become the debts, liabilities and duties of the Surviving Corporation. (b) At the Effective TimeThe Company Certificate shall, the certificate of incorporation of the Company shallsubject to Section 5.9, by virtue of the Merger, be amended and restated in its entirety to read in the form of Annex III and, as so amended, shall be the certificate of incorporation of the Purchaser, as in effect immediately prior to the Effective Time, except that Article I thereof shall read as follows: “the name of the Corporation is “Sybase, Inc.” and all references therein to the Purchaser shall be automatically amended and shall become references to the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Law. The bylaws of the Purchaser, as in effect immediately prior to the Effective Time, shall, subject to Section 5.9, be the bylaws of the Surviving Corporation, except that all references therein to the Purchaser shall be automatically amended and shall become references to the Surviving Corporation, until thereafter changed or amended as provided therein or by applicable Law. (c) At the Effective Time, and without any further action on the part The directors of the Company and Sub, the bylaws of the Company shall be amended and restated in their entirety to be identical to the bylaws of Sub as in effect Purchaser immediately prior to the Effective Time shall, from and after the Effective Time, be the initial directors of the Surviving Corporation, each to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation until their respective successors shall have been duly elected, designated or qualified, or until their earlier death, resignation or removal in accordance with the certificate of incorporation and bylaws of the Surviving Corporation. The officers of the Company immediately prior to the Effective Time shall, from and after the Effective Time, continue as the officers of the Surviving Corporation, each to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation until their respective successors shall have been duly elected, designated or qualified, or until their earlier death, resignation or removal in accordance with the certificate of incorporation and bylaws of the Surviving Corporation. (except that such bylaws d) If at any time after the Effective Time, the Surviving Corporation shall determine, in its sole discretion, or shall be amended advised, that any deeds, bills of sale, instruments of conveyance, assignments, assurances or any other actions or things are necessary or desirable to reflect that vest, perfect or confirm of record or otherwise in the name Surviving Corporation its right, title or interest in, to or under any of the rights, properties or assets of either of the Company or the Purchaser acquired or to be acquired by the Surviving Corporation as a result of, or in connection with, the Merger or otherwise to carry out this Agreement, then the officers and directors of the Surviving Corporation shall be VNUS Medical Technologiesauthorized to execute and deliver, Inc.)in the name and on behalf of either the Company or the Purchaser, andall such deeds, bills of sale, instruments of conveyance, assignments and assurances and to take and do, in the name and on behalf of each of such corporations or otherwise, all such other actions and things as so amendedmay be necessary or desirable to vest, shall be the bylaws of perfect or confirm any and all right, title or interest in, to and under such rights, properties or assets in the Surviving Corporation until thereafter changed or amended as provided by the DGCL, the certificate of incorporation of the Surviving Corporation and such bylawsotherwise to carry out this Agreement.

The Merger. (a) Subject to Upon the terms and subject to the conditions of set forth in this Agreement, and in accordance with the DGCL, at the Effective Time (as defined in Section 1.4)Time, the Company and Merger Sub shall consummate a merger (the “Merger”) in accordance with the DGCL pursuant to which (i) Sub will be merged with and into the Company and Company. As a result of the Merger, the separate corporate existence of Merger Sub will thereupon shall cease; (ii) , and the Company will be shall continue as the successor or surviving corporation in of the Merger and will continue to be governed by the Laws of the State of Delaware; (iii) the separate corporate existence of the Company with all its rights, privileges, immunities, powers and franchises will continue unaffected by the Merger; and (iv) the Company will succeed to and assume all the rights and obligations of Sub. The corporation surviving the Merger is sometimes hereinafter referred to as the “Surviving Corporation.” ”). The Merger shall have the effects set forth in the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all of the property, rights, privileges, immunities, powers and franchises of the Company and Merger Sub shall be vested vest in the Surviving Corporation, and all of the debts, liabilities and duties of the Company and Merger Sub shall become the debts, liabilities and duties of the Surviving Corporation. (b) At the Effective Time, the certificate of incorporation of the Company Charter shall, by virtue of the Merger, be amended and restated in its entirety to read in the form of Annex III and, as so amended, shall be the certificate of incorporation of Merger Sub as in effect immediately prior to the Effective Time, except that all references therein to Merger Sub shall be deemed to be references to the Surviving Corporation Corporation, until thereafter changed or amended as provided therein or by applicable Law. The bylaws of Merger Sub, as in effect immediately prior to the Effective Time, shall be the bylaws of the Surviving Corporation, except that all references therein to Merger Sub shall be deemed to be references to the Surviving Corporation, until thereafter changed or amended as provided therein or by applicable Law. (c) At the Effective Time, and without any further action on the part The directors of the Company and Sub, the bylaws of the Company shall be amended and restated in their entirety to be identical to the bylaws of Merger Sub as in effect immediately prior to the Effective Time shall, from and after the Effective Time, be the initial directors of the Surviving Corporation, each to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation until their respective successors shall have been duly elected, designated or qualified, or until their earlier death, resignation or removal in accordance with the certificate of incorporation and bylaws of the Surviving Corporation. The officers of Merger Sub immediately prior to the Effective Time, from and after the Effective Time, shall continue as the officers of the Surviving Corporation, each to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation until their respective successors shall have been duly elected, designated or qualified, or until their earlier death, resignation or removal in accordance with the certificate of incorporation and bylaws of the Surviving Corporation. (except that such bylaws d) If at any time after the Effective Time, the Surviving Corporation shall determine, in its sole discretion, or shall be amended advised, that any deeds, bills of sale, instruments of conveyance, assignments, assurances or any other actions or things are necessary or desirable to reflect that vest, perfect or confirm of record or otherwise in the name Surviving Corporation its right, title or interest in, to or under any of the rights, properties or assets of either of the Company or Merger Sub acquired or to be acquired by the Surviving Corporation as a result of, or in connection with, the Merger or otherwise to carry out this Agreement, then the officers and directors of the Surviving Corporation shall be VNUS Medical Technologiesauthorized to execute and deliver, Inc.)in the name and on behalf of either the Company or Merger Sub, andall such deeds, bills of sale, instruments of conveyance, assignments and assurances and to take and do, in the name and on behalf of each of such corporations or otherwise, all such other actions and things as so amendedmay be necessary or desirable to vest, shall be the bylaws of perfect or confirm any and all right, title or interest in, to and under such rights, properties or assets in the Surviving Corporation until thereafter changed or amended as provided by the DGCL, the certificate of incorporation of the Surviving Corporation and such bylawsotherwise to carry out this Agreement.

The Merger. (a) Subject to Upon the terms and subject to the conditions of set forth in this Agreement, and in accordance with the DGCL, at the Effective Time (as defined in Section 1.4)Time, the Company and Sub Purchaser shall consummate a merger (the “Merger”) in accordance with the DGCL pursuant to which (i) Sub will be merged with and into the Company and the separate corporate existence of Sub will thereupon cease; (ii) the Company will be the successor or surviving corporation in the Merger and will continue to be governed by the Laws Company. As a result of the State of Delaware; (iii) Merger, the separate corporate existence of the Purchaser shall cease, and the Company with shall continue as the surviving corporation of the Merger (the “Surviving Corporation”). Without limiting the generality of the foregoing, at the Effective Time, all its of the property, rights, privileges, immunities, powers and franchises will continue unaffected by the Merger; and (iv) the Company will succeed to and assume all the rights and obligations of Sub. The corporation surviving the Merger is sometimes hereinafter referred to as the “Surviving Corporation.” The Merger shall have the effects set forth in the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all the property, rights, privileges, powers and franchises of the Company and Sub the Purchaser shall be vested vest in the Surviving Corporation, and all of the debts, liabilities and duties of the Company and Sub the Purchaser shall become the debts, liabilities and duties of the Surviving Corporation. (b) The Merger shall be effected pursuant to Section 251(h) of the DGCL and shall have the effects set forth in this Agreement and the applicable provisions of the DGCL. The parties agree to take all necessary and appropriate action to cause the Merger to become effective as soon as practicable following the Acceptance Time, without a meeting of stockholders of the Company in accordance with Section 251(h) of the DGCL. (c) At the Effective Time, by virtue of the Merger, the certificate of incorporation of the Company shall, by virtue of the Merger, Surviving Corporation shall be amended and restated restated, so as to read in its entirety to read in the form of Annex III andset forth as Exhibit A hereto, and as so amended, amended and restated shall be the certificate of incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Law. (c) At . In addition, the Company and the Surviving Corporation shall take all necessary action such that, at the Effective Time, and without any further action on the part of the Company and Sub, the bylaws of the Company shall be amended and restated in their entirety to be identical to the bylaws of Sub as in effect immediately prior to the Effective Time (except that such bylaws shall be amended to reflect that the name of the Surviving Corporation shall be VNUS Medical Technologiesamended and restated, Inc.)so as to read in its entirety in the form set forth as Exhibit B hereto, and, and as so amended, amended and restated shall be the bylaws of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Law. (d) From and after the Effective Time, by virtue of the Merger and without the necessity of further action by the DGCLCompany, the directors of the Purchaser immediately prior to the Effective Time or such other individuals designated by the Parent as of the Effective Time shall become the directors of the Surviving Corporation, each to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation until their respective successors shall have been duly elected, designated or qualified, or until their earlier death, resignation or removal in accordance with the certificate of incorporation and bylaws of the Surviving Corporation. From and after the Effective Time, except as determined by the Parent, the officers of the Company immediately prior to the Effective Time shall be the officers of the Surviving Corporation, each to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation until their respective successors shall have been duly elected, designated or qualified, or until their earlier death, resignation or removal in accordance with the certificate of incorporation and bylaws of the Surviving Corporation. (e) If, at any time after the Effective Time, the Surviving Corporation shall determine, in its sole discretion, or shall be advised, that any deeds, bills of sale, instruments of conveyance, assignments, assurances or any other actions or things are necessary or desirable to vest, perfect or confirm of record or otherwise in the Surviving Corporation its right, title or interest in, to or under any of the rights, properties or assets of either of the Company or the Purchaser acquired or to be acquired by the Surviving Corporation as a result of, or in connection with, the Merger or otherwise to carry out the purposes of this Agreement, then the officers and directors of the Parent and the Surviving Corporation shall be authorized to execute and deliver, in the name and on behalf of either the Company or the Purchaser, all such bylawsdeeds, bills of sale, instruments of conveyance, assignments and assurances and to take and do, in the name and on behalf of each of such corporation or otherwise, all such other actions and things as may be lawful and necessary or desirable to vest, perfect or confirm any and all right, title or interest in, to and under such rights, properties or assets in the Surviving Corporation or otherwise to carry out the purposes of this Agreement. (f) Upon the terms and subject to the conditions of this Agreement, if at any time during the period between the date of this Agreement and the Effective Time, any change in the outstanding Equity Interests of the Company shall occur as a result of any reclassification, recapitalization, stock split (including a reverse stock split), subdivision or combination, exchange or readjustment of shares, or any dividend or distribution with a record date during such period, the Offer Price and the Merger Consideration will be equitably adjusted to reflect such change.

The Merger. (a) Subject to Upon the terms and subject to the conditions of set forth in this Agreement, at the Effective Time (as defined in Section 1.4)Time, the Company and Sub Merger Subsidiary shall consummate a merger (the “Merger”) in accordance with the DGCL pursuant to which (i) Sub will be merged with and into the Company and the separate corporate existence of Sub will Merger Subsidiary shall thereupon cease; (ii) the . The Company will shall be the successor or surviving corporation in the Merger (sometimes hereinafter referred to as the “Surviving Corporation”) and will continue to be governed by the Laws a subsidiary of the State of Delaware; (iii) Parent, and the separate corporate existence of the Company Company, with all of its rights, privileges, immunities, powers and franchises will franchises, shall continue unaffected by the Merger; and (iv) the Company will succeed to and assume all the rights and obligations of Sub. The corporation surviving the Merger is sometimes hereinafter referred to , except as the “Surviving Corporation.” The Merger shall have the effects otherwise set forth in the DGCLthis Article 2 or Article 3. Without limiting the generality of the foregoing, foregoing and subject thereto, at the Effective Time, all the property, rights, privileges, immunities, powers and franchises of the Company and Sub Merger Subsidiary shall be vested vest in the Company as the Surviving Corporation, Corporation and all claims, obligations, debts, liabilities and duties of the Company and Sub Merger Subsidiary shall become the claims, obligations, debts, liabilities and duties of the Company as the Surviving Corporation. The Merger shall have the effects set forth in this Agreement and specified in the MBCA. (b) At The closing for the Effective TimeMerger (the “Closing”) shall take place at the offices of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ PLLC, the certificate of incorporation of the Company shall▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, by virtue of the Merger▇▇▇▇▇ ▇▇▇▇, be amended and restated in its entirety to read in the form of Annex III and▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, at 9:00 a.m., eastern time, as so amendedsoon as practicable, shall but in no event later than two (2) Business Days following the day on which the conditions set forth in Article 9 (other than those conditions that by their nature are to be satisfied at the certificate of incorporation of Closing, but subject to the Surviving Corporation until thereafter changed fulfillment or amended as provided therein or (to the extent permitted by applicable Law) waiver of those conditions at the Closing) have been satisfied or (to the extent permitted by applicable Law) waived in accordance with this Agreement or at such other time and place as the Company and Parent may agree in writing. The date on which the Closing occurs is referred to herein as the “Closing Date”. (c) At the Effective TimeClosing, and without any further action on the part of the Company and Sub, Parent will cause the bylaws Merger to be consummated by filing with the Department of Licensing and Regulatory Affairs of the Company shall be amended and restated in their entirety State of Michigan (the “Michigan LARA”) a certificate of merger (the “Certificate of Merger”), to be identical to executed, acknowledged and filed with the bylaws of Sub Michigan LARA as provided in effect immediately prior to the Effective Time (except that such bylaws shall be amended to reflect that the name Section 707 of the Surviving Corporation MBCA. The Merger shall become effective at the time when the Certificate of Merger has been duly filed with the Michigan LARA or at such later time as may be VNUS Medical Technologies, Inc.), and, as so amended, shall be the bylaws of the Surviving Corporation until thereafter changed or amended as provided agreed by the DGCL, parties hereto in writing and specified in the certificate Certificate of incorporation of Merger (the Surviving Corporation and such bylaws“Effective Time”).

The Merger. (a) Subject Upon and subject to the terms and conditions of set forth in this Agreement, the Acquisition Subsidiary shall merge with and into the Company at the Effective Time (as defined in Section 1.4below). From and after the Effective Time, the Company and Sub shall consummate a merger (the “Merger”) in accordance with the DGCL pursuant to which (i) Sub will be merged with and into the Company and the separate corporate existence of Sub will thereupon cease; (ii) the Company will be the successor or surviving corporation in the Merger and will continue to be governed by the Laws of the State of Delaware; (iii) the separate corporate existence of the Company with all its rightsAcquisition Subsidiary shall cease, privileges, immunities, powers and franchises will continue unaffected by the Merger; and (iv) the Company will succeed to and assume all shall continue as the rights and obligations of Sub. The surviving corporation surviving in the Merger is sometimes hereinafter referred to as (the “Surviving Corporation”) and will continue as the wholly owned subsidiary of the Parent.” (b) On the Closing Date (as defined below), the Parties shall cause the Merger to be consummated by filing a certificate of merger in the substantially the form attached hereto as Exhibit B (the “Certificate of Merger”) with the Secretary of State of Delaware in accordance with the DGCL. The Merger will become effective when the Certificate of Merger becomes effective with the Secretary of State of the State of Delaware or at such other time as Parent and the Company shall agree and shall specify in the Certificate of Merger (the time the Merger becomes effective being the “Effective Time”). (c) The Merger shall have the effects set forth herein and in the DGCL. Without applicable provisions of the DGCL including, without limiting the generality of the foregoing, foregoing and subject theretothereto and except as otherwise provided herein, at the Effective Time, (i) all the property, rights, privileges, powers and franchises of the Company and Sub shall the Acquisition Subsidiary will be vested in the Surviving Corporation, without reservation or impairment, without further action or deed, and without any conveyance, transfer or assignment having occurred and (ii) the Surviving Corporation will have all debts, liabilities and duties of the Company and Sub shall become the debts, liabilities and duties of the Surviving CorporationAcquisition Subsidiary. (bd) At The Parties shall each use their respective reasonable best efforts to take all such action as may be necessary or appropriate to effectuate the Merger in accordance with the DGCL at the Effective Time. If at any time after the Effective Time, any further action is necessary or desirable to carry out the certificate purposes of incorporation this Agreement and to vest the Surviving Corporation with full right, title and possession to all properties, rights, privileges, immunities, powers and franchises of either the Company shallor the Acquisition Subsidiary, by virtue of the Merger, be amended and restated in its entirety to read in the form of Annex III and, as so amended, shall be the certificate of incorporation officers of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Law. (c) At are fully authorized in the Effective Timename of Parent, and without any further action on the part of the Company and SubAcquisition Subsidiary or otherwise to take, the bylaws of the Company and shall be amended take, all such lawful and restated in their entirety to be identical to the bylaws of Sub as in effect immediately prior to the Effective Time (except that such bylaws shall be amended to reflect that the name of the Surviving Corporation shall be VNUS Medical Technologies, Inc.), and, as so amended, shall be the bylaws of the Surviving Corporation until thereafter changed or amended as provided by the DGCL, the certificate of incorporation of the Surviving Corporation and such bylawsnecessary action.