Common use of The Merger Clause in Contracts

The Merger. (a) Subject to the terms and conditions of this Agreement, at the Effective Time, (i) Merger Sub shall be merged with and into the Company in accordance with the provisions of the MBCA, and the separate existence of Merger Sub shall cease and (ii) the Company shall be the surviving entity in the Merger (the “Surviving Corporation”) and shall continue its existence under the MBCA. The Merger shall have the effects set forth in this Agreement and the applicable provisions of the MBCA. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, (A) all rights, privileges and powers and all property, real, personal and mixed, and all debts due to Merger Sub and the Company, as well as all other things and causes of action belonging to Merger Sub and the Company, shall be vested in the Surviving Corporation and shall thereafter be the property of the Surviving Corporation and (B) all debts, liabilities and duties of Merger Sub and the Company shall attach to the Surviving Corporation and may be enforced against it to the same extent as if said debts, liabilities and duties had been incurred or contracted by it. (b) At the Closing, Parent, Merger Sub and the Company shall cause the Merger to be consummated by filing all necessary documentation, including an appropriate articles of merger in form and substance reasonably acceptable to Parent (the “Articles of Merger”), with the Secretary of State of the Commonwealth of Massachusetts as provided in the relevant provisions of the MBCA. The Merger shall become effective at the time that the Articles of Merger are duly submitted for filing with, and approved for filing by, the Secretary of State of the Commonwealth of Massachusetts, or such later time as is agreed upon by the parties hereto and specified in the Articles of Merger. The time when the Merger becomes effective is hereinafter referred to as the “Effective Time.”

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, (i) Merger Sub the Purchaser shall be merged with and into the Company in accordance with the provisions Company. As a result of the MBCAMerger, the separate corporate existence of the Purchaser shall cease, and the separate existence of Merger Sub shall cease and (ii) the Company shall be continue as the surviving entity in corporation of the Merger (the “Surviving Corporation”) and shall continue its existence under the MBCA). The Merger shall have the effects set forth in this Agreement and the applicable provisions be effected pursuant to Section 251(h) of the MBCA. Without limiting the generality of the foregoing, DGCL and subject thereto, at the Effective Time, (A) all rights, privileges and powers and all property, real, personal and mixed, and all debts due to Merger Sub and the Company, as well as all other things and causes of action belonging to Merger Sub and the Company, shall be vested in effected as soon as practicable following the Surviving Corporation and shall thereafter be the property of the Surviving Corporation and (B) all debts, liabilities and duties of Merger Sub and the Company shall attach to the Surviving Corporation and may be enforced against it to the same extent as if said debts, liabilities and duties had been incurred or contracted by itAcceptance Time. (b) At The closing of the Merger (the “Closing”) shall take place at the offices of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, Menlo Park, California 94025, as soon as practicable following the Acceptance Time and the satisfaction or, if permitted, waiver of the last to be satisfied of the conditions set forth in ARTICLE VI (other than conditions that, by their nature, are to be satisfied at the Closing, but subject to the satisfaction (or waiver, if permitted by applicable Law) of those conditions), and in any event within one (1) Business Day thereafter, or at such other location, date and time (including by remote, electronic exchange of documents) as is agreed to in writing by the parties hereto. The date upon which the Closing shall actually occur pursuant hereto is referred to herein as the “Closing Date.” (c) Upon the terms and subject to the conditions set forth in this Agreement, on the Closing Date, or on such other date as Parent and the Company may agree to in writing, Parent, Merger Sub the Purchaser and the Company shall cause the Merger to be consummated under the DGCL by filing all necessary documentation, including an appropriate articles a certificate of merger in such a form as required by, and substance reasonably acceptable to Parent executed in accordance with, the DGCL (the “Articles Certificate of Merger”), ) with the Secretary of State of the Commonwealth State of Massachusetts as provided Delaware in accordance with the relevant provisions of the MBCADGCL and shall take such further actions as may be required to make the Merger effective. The Merger shall become effective at the date and time that the Articles of Merger are duly submitted for such filing with, and approved for filing by, acceptance by the Secretary of State of the Commonwealth State of MassachusettsDelaware, or such later date and time as is agreed upon by the parties hereto and specified in the Articles Certificate of Merger. The time when the Merger becomes effective is hereinafter , shall be referred to herein as the “Effective Time”.” (d) At the Effective Time, the effect of the Merger shall be as provided in this Agreement and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, at the Effective Time, all of the property, rights, privileges, immunities, powers and franchises of the Company and the Purchaser shall vest in the Surviving Corporation, and all of the debts, liabilities and duties of the Company and the Purchaser shall become the debts, liabilities and duties of the Surviving Corporation.

The Merger. (a) Subject to the terms and conditions of this Agreement, at At the Effective Time, (i) in accordance with the DGCL, and upon the terms and subject to the conditions set forth in this Agreement, Merger Sub shall be merged with and into the Company in accordance with the provisions of the MBCACompany, and at which time the separate existence of Merger Sub shall cease and (ii) the Company shall be the surviving entity in survive the Merger as a wholly owned subsidiary of Parent (the “Surviving Corporation”). (b) As soon as reasonably practicable after the satisfaction or valid waiver of all conditions to the Merger, the Company and Merger Sub will file a certificate of merger (the “Certificate of Merger”) meeting the requirements of the DGCL with the Secretary of State of the State of Delaware. The Merger shall continue its existence under become effective at such time as the MBCA. Certificate of Merger is duly filed with the Secretary of State of the State of Delaware, or at such later time as the Company and Merger Sub may agree and specify in the Certificate of Merger (such time as the Merger becomes effective, the “Effective Time”). (c) The Merger shall have the effects set forth in this Agreement and the applicable provisions of the MBCADGCL. Without limiting the generality of the foregoing, from and subject thereto, at after the Effective Time, all property, rights, privileges, immunities, powers, franchises, licenses and authority of the Company and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions and duties of each of the Company and Merger Sub shall become the debts, liabilities, obligations, restrictions and duties of the Surviving Corporation. (d) The closing of the Merger (the “Closing”) shall take place (i) at the offices of Paul, Hastings, J▇▇▇▇▇▇▇ & W▇▇▇▇▇ LLP located at 7▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, as soon as reasonably practicable (but in any event, no later than the second Business Day) after the day on which the last condition to the Merger set forth in Article VII 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) at such other place and time or on such other date as the Company and Merger Sub may agree in writing (the actual date of the Closing, the “Closing Date”); provided, however, that if the Marketing Period has not ended at the time of the satisfaction or waiver of the conditions set forth in Article VII (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), the Closing shall occur on the date following the satisfaction or waiver of such conditions that is the earliest to occur of (A) all rights, privileges and powers and all property, real, personal and mixed, and all debts due a date during the Marketing Period to Merger Sub and be specified by Parent on no less than three Business Days’ notice to the Company, as well as all other things and causes of action belonging to Merger Sub and the Company, shall be vested in the Surviving Corporation and shall thereafter be the property of the Surviving Corporation and ; (B) all debts, liabilities and duties of Merger Sub and the Company shall attach to the Surviving Corporation and may be enforced against it to the same extent as if said debts, liabilities and duties had been incurred or contracted by it. (b) At the Closing, Parent, Merger Sub and the Company shall cause the Merger to be consummated by filing all necessary documentation, including an appropriate articles of merger in form and substance reasonably acceptable to Parent (the “Articles of Merger”), with the Secretary of State final day of the Commonwealth of Massachusetts as provided in Marketing Period; or (C) the relevant provisions of the MBCA. The Merger shall become effective at the time that the Articles of Merger are duly submitted for filing with, and approved for filing by, the Secretary of State of the Commonwealth of Massachusetts, or such later time as is agreed upon by the parties hereto and specified in the Articles of Merger. The time when the Merger becomes effective is hereinafter referred to as the “Effective TimeOutside Date.”

The Merger. (a) Subject to Upon the terms and subject to the conditions of set forth in this Agreement, at the Effective Time, (i) Merger Sub Subsidiary shall be merged (the “Merger”) with and into the Company in accordance with the provisions of the MBCANorth Carolina Law, and whereupon the separate existence of Merger Sub Subsidiary shall cease cease, and (ii) the Company shall be the surviving entity in the Merger corporation and a wholly-owned subsidiary of Parent (the “Surviving Corporation”) and shall continue its existence under the MBCA. The Merger shall have the effects set forth in this Agreement and the applicable provisions of the MBCA. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, (A) all rights, privileges and powers and all property, real, personal and mixed, and all debts due to Merger Sub and the Company, as well as all other things and causes of action belonging to Merger Sub and the Company, shall be vested in the Surviving Corporation and shall thereafter be the property of the Surviving Corporation and (B) all debts, liabilities and duties of Merger Sub and the Company shall attach to the Surviving Corporation and may be enforced against it to the same extent as if said debts, liabilities and duties had been incurred or contracted by it). (b) At Subject to the provisions of Article 9, the closing of the Merger (the “Closing”) shall take place at the offices of the Company at ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, or such other location as is mutually agreed to by the parties, as soon as possible, but in any event no later than two 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, Parentbut subject to the satisfaction or, Merger Sub to the extent permissible, waiver of those conditions at the Closing) have been satisfied or, to the extent permissible, 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 (the “Closing Date”). (c) Upon the Closing, the Company and Merger Subsidiary shall cause the Merger to be consummated by filing all necessary documentation, including an appropriate file articles of merger merger, in a form mutually agreed upon by Parent and substance reasonably acceptable to Parent the Company (the “Articles of Merger”), with the North Carolina Secretary of State of and make all other filings or recordings required by North Carolina Law in connection with the Commonwealth of Massachusetts as provided in the relevant provisions of the MBCAMerger. The Merger shall become effective at such time (the time that “Effective Time”) as the Articles of Merger are duly submitted for filing with, and approved for filing by, filed with the North Carolina Secretary of State of the Commonwealth of Massachusetts, (or at such later time as is agreed upon permitted by North Carolina Law as Parent and the parties hereto Company shall agree and specified specify in the Articles of Merger. The time when ). (d) From and after the Merger becomes effective is hereinafter referred to as the “Effective Time, the Surviving Corporation shall possess all the properties, rights, powers, privileges and franchises and be subject to all of the obligations, liabilities, restrictions and disabilities of the Company and Merger Subsidiary, all as provided under North Carolina Law.”

The Merger. (a) Subject Prior to the terms and conditions of this Agreement, at the Effective Time, the Acquisition Parties shall take any and all action necessary to cause Merger Sub to take all actions necessary or proper to comply with the obligations of the Acquisition Parties and Merger Sub to consummate the transactions contemplated hereby. (ib) At the Effective Time, Merger Sub shall be merged merge with and into the Company in accordance with (the provisions of the MBCA"Merger"), and the separate corporate existence of Merger Sub shall cease and the Company shall survive and continue to exist as a New York corporation (the Company, as the surviving corporation in the Merger, sometimes being referred to herein as the "Surviving Corporation"). The Surviving Corporation shall continue to be governed by the NYBCL and its separate corporate existence with all of its rights, privileges, immunities, powers and franchises shall continue unaffected by the Merger. (c) The Acquisition Parties may at any time prior to the Effective Time change the method of effecting the combination with the Company (including, without limitation, the provisions of this Article II) if and to the extent the Acquisition Parties deem such change to be necessary, appropriate or desirable; provided, however, that no such change shall (i) alter or change the Merger Consideration, (ii) adversely affect the tax treatment of the Company's shareholders as a result of receiving the Merger Consideration or otherwise materially and adversely affect the Company and its Subsidiaries taken as a whole or (iii) materially impede or delay consummation of the transactions contemplated by this Agreement; and provided further, that CLF, on behalf of the Acquisition Parties, shall be provide the surviving entity Company with written notice of such change. (d) Subject to the satisfaction or waiver of the conditions set forth in Article VII, the Merger shall become effective upon the filing in the Merger office of the New York Department of State (the “Surviving Corporation”"Department of State") of a certificate of merger in accordance with Section 904 of the NYBCL or such later date and shall continue its existence under the MBCAtime as may be set forth in such certificate. The Merger shall have the effects set forth in this Agreement and the applicable provisions of the MBCA. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, (A) all rights, privileges and powers and all property, real, personal and mixed, and all debts due to Merger Sub and the Company, as well as all other things and causes of action belonging to Merger Sub and the Company, shall be vested prescribed in the Surviving Corporation and shall thereafter be the property of the Surviving Corporation and (B) all debts, liabilities and duties of Merger Sub and the Company shall attach to the Surviving Corporation and may be enforced against it to the same extent as if said debts, liabilities and duties had been incurred or contracted by itNYBCL. (b) At the Closing, Parent, Merger Sub and the Company shall cause the Merger to be consummated by filing all necessary documentation, including an appropriate articles of merger in form and substance reasonably acceptable to Parent (the “Articles of Merger”), with the Secretary of State of the Commonwealth of Massachusetts as provided in the relevant provisions of the MBCA. The Merger shall become effective at the time that the Articles of Merger are duly submitted for filing with, and approved for filing by, the Secretary of State of the Commonwealth of Massachusetts, or such later time as is agreed upon by the parties hereto and specified in the Articles of Merger. The time when the Merger becomes effective is hereinafter referred to as the “Effective Time.”

The Merger. (a) Subject to Upon the terms and subject to the conditions of this Agreementset forth herein, at the Effective Time, (i) Merger Sub Subsidiary shall be merged (the "Merger") with and ------ into the Company in accordance accord-ance with the provisions General Corporation Law of the MBCAState of Delaware ("Delaware Law"), and whereupon the separate existence of Merger Sub Subsidiary ------------ shall cease cease, and (ii) the Company shall be the surviving entity in corporation (sometimes referred to herein as the Merger (the “"Surviving Corporation”) and shall continue its existence under the MBCA"). The Merger shall have "Merger" is sometimes --------------------- hereinafter referred to as the effects set forth in this Agreement and the applicable provisions of the MBCA. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, (A) all rights, privileges and powers and all property, real, personal and mixed, and all debts due to Merger Sub and the Company, as well as all other things and causes of action belonging to Merger Sub and the Company, shall be vested in the Surviving Corporation and shall thereafter be the property of the Surviving Corporation and (B) all debts, liabilities and duties of Merger Sub and the Company shall attach to the Surviving Corporation and may be enforced against it to the same extent as if said debts, liabilities and duties had been incurred or contracted by it"Transaction." (b) At Unless another date is agreed to in writing by the parties hereto, immediately following the Tender Offer Closing, but subject to the satisfaction or, to the extent permitted hereunder, waiver of all conditions to the Merger (other than those conditions that by their nature are to be satisfied at the Closing, Parentbut subject to the fulfillment or waiver of those conditions at the Closing), Merger Sub and the Company shall cause the and Merger to be consummated by filing all necessary documentation, including an appropriate articles Subsidiary will file a certificate of merger in form and substance reasonably acceptable to Parent (the “Articles "Certificate of Merger”), ") with the Secretary of State of the Commonwealth State of Massachusetts as provided --------------------- Delaware and make all other filings or recordings required by Delaware Law in connection with the relevant provisions of the MBCAMerger. The Merger shall become effective at such time as the time that the Articles Certificate of Merger are is duly submitted for filing with, and approved for filing by, filed with the Secretary of State of the Commonwealth State of Massachusetts, Delaware or at such later time as is specified in the Certificate of Merger (the "Effective Time"). --------------- (c) From and after the Effective Time, the Surviving Corporation shall succeed to all the assets, rights, privileges, powers and franchises and be subject to all of the liabilities, restrictions, disabilities and duties of the Company and Merger Subsidiary, all as provided under the Delaware Law. (d) The closing of the Merger (the "Closing") shall take place on ------- the date on which the Effective Time is to occur pursuant to Section 1.01(b) --------------- (the "Closing Date"), at the offices of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ------------ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, unless another place is agreed upon to in writing by the parties hereto and specified in the Articles of Merger. The time when the Merger becomes effective is hereinafter referred to as the “Effective Timehereto.”

The Merger. (a) Subject to At the Effective Time, the Company shall be merged (the "Merger") with and into Fidelity in accordance with the terms and conditions of this Agreement, at Agreement and of the General Corporation Law of the State of Delaware (the "DGCL"). Following the Effective Time, (i) Merger Sub Fidelity shall be merged with the surviving corporation (the "Surviving Corporation"), and into shall succeed to and assume all the rights and obligations of the Company in accordance with the provisions DGCL. (b) Not later than the second Business Day after satisfaction or, to the extent permitted hereby, waiver of the MBCAconditions set forth in Article IX (other than conditions that by their nature are to be satisfied at the Closing, but subject to those conditions), the Company and Fidelity will file a certificate of merger (the separate existence "Certificate of Merger") with the Secretary of State of the State of Delaware and make all other filings or recordings required by the DGCL in connection with the Merger. The Merger shall become effective upon the filing of the Certificate of Merger Sub with the Secretary of State of the State of Delaware in accordance with the DGCL or at such later time which the parties hereto shall cease have agreed upon and (ii) designated in such Certificate of Merger as the Company shall be the surviving entity in effective time of the Merger (the “Surviving Corporation”"Effective Time"). (c) From and shall continue its existence under after the MBCA. The Effective Time, the Merger shall have the effects set forth in this Agreement and the applicable provisions of the MBCA. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, (A) all rights, privileges and powers and all property, real, personal and mixed, and all debts due to Merger Sub and the Company, as well as all other things and causes of action belonging to Merger Sub and the Company, shall be vested in the Surviving Corporation and shall thereafter be the property of the Surviving Corporation and (B) all debts, liabilities and duties of Merger Sub and the Company shall attach to the Surviving Corporation and may be enforced against it to the same extent as if said debts, liabilities and duties had been incurred or contracted by itDGCL. (bd) At The closing of the Merger (the "Closing") shall be held at the offices of Dewe▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇, 1301 Avenue of the Americas, New York, NY (or such other place as agreed by the parties) at 10:00 a.m. New York City time on a date to be specified by the parties, which shall be no later than the second Business Day after satisfaction or, to the extent permitted hereby, waiver of the conditions set forth in Article IX (other than conditions that by their nature are to be satisfied at the Closing, Parent, Merger Sub and the Company shall cause the Merger but subject to be consummated by filing all necessary documentation, including an appropriate articles of merger in form and substance reasonably acceptable to Parent (the “Articles of Merger”those conditions), with the Secretary of State of the Commonwealth of Massachusetts as provided in the relevant provisions of the MBCA. The Merger shall become effective at the time that the Articles of Merger are duly submitted for filing with, and approved for filing by, the Secretary of State of the Commonwealth of Massachusetts, or such later time as is agreed upon by unless the parties hereto and specified in the Articles of Merger. The time when the Merger becomes effective is hereinafter referred agree to as the “Effective Timeanother date or time.”

The Merger. (a) Subject to Upon the terms and subject to the conditions of set forth in this Agreement, at the Effective Time, (i) Merger Sub Subsidiary shall be merged (the "Merger") with and into the Company in accordance with the provisions of Delaware General ------ Corporation Law (the MBCA"DGCL"), and whereupon the separate existence of Merger Sub ---- Subsidiary shall cease cease, and (ii) the Company shall be continue as the surviving entity in corporation (the "Surviving Corporation"). --------------------- (b) Upon the terms and subject to the conditions of this Agreement, the closing of the Merger (the “Surviving Corporation”"Closing") shall take place at 10:00 a.m. on a ------- date (the "Closing Date") which shall be the first business day after ------------ satisfaction or waiver of the conditions set forth in Article 6, other than those conditions that by their nature are to be satisfied at the Closing, but subject to the fulfillment or waiver of those conditions, at the offices of ▇▇▇▇▇ & ▇▇▇▇▇▇▇ L.L.P., ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇.▇., ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, or at such other time, date or place as agreed to in writing by the parties hereto. (c) Subject to the conditions of this Agreement, Parent and the Company shall continue its existence under cause the MBCAMerger to be consummated by filing a certificate of merger complying with the DGCL with the Secretary of State of the State of Delaware (the "Certificate of Merger"), as soon as practicable on or after the --------------------- Closing Date. The Merger shall become effective upon filing of the Certificate of Merger with the Secretary of State of the State of Delaware or at such later time as is agreed by Parent and the Company and specified in the Certificate of Merger (the "Effective Time"). -------------- (d) The Merger shall have the effects set forth in this Agreement and the applicable provisions of the MBCADGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, (A) all the properties, rights, privileges and privileges, immunities, powers and all property, real, personal franchises of the Company and mixedMerger Subsidiary shall vest in the Surviving Corporation, and all debts due to debts, liabilities, obligations and duties of the Company and Merger Sub Subsidiary shall become the debts, liabilities, obligations and the Company, as well as all other things and causes of action belonging to Merger Sub and the Company, shall be vested in the Surviving Corporation and shall thereafter be the property duties of the Surviving Corporation and (B) all debts, liabilities and duties of Merger Sub and the Company shall attach to the Surviving Corporation and may be enforced against it to the same extent as if said debts, liabilities and duties had been incurred or contracted by itCorporation. (b) At the Closing, Parent, Merger Sub and the Company shall cause the Merger to be consummated by filing all necessary documentation, including an appropriate articles of merger in form and substance reasonably acceptable to Parent (the “Articles of Merger”), with the Secretary of State of the Commonwealth of Massachusetts as provided in the relevant provisions of the MBCA. The Merger shall become effective at the time that the Articles of Merger are duly submitted for filing with, and approved for filing by, the Secretary of State of the Commonwealth of Massachusetts, or such later time as is agreed upon by the parties hereto and specified in the Articles of Merger. The time when the Merger becomes effective is hereinafter referred to as the “Effective Time.”

The Merger. (a) Subject to Upon the terms and subject to the satisfaction or waiver (to the extent permitted by applicable Law) of the conditions set forth in Article VI (other than those conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction or waiver (to the extent permitted by applicable Law) of this Agreementsuch conditions at the Closing), at the Effective Time, (i) Merger Sub Subsidiary shall be merged with and into the Company in accordance with the provisions of Delaware General Corporation Law (the MBCA, and “DGCL”) whereupon the separate existence of Merger Sub Subsidiary shall cease cease, and (ii) the Company shall be the surviving entity in the Merger corporation (the “Surviving Corporation”) and shall continue its existence under the MBCA. The Merger shall have the effects set forth in this Agreement and the applicable provisions as a wholly owned indirect Subsidiary of the MBCA. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, (A) all rights, privileges and powers and all property, real, personal and mixed, and all debts due to Merger Sub and the Company, as well as all other things and causes of action belonging to Merger Sub and the Company, shall be vested in the Surviving Corporation and shall thereafter be the property of the Surviving Corporation and (B) all debts, liabilities and duties of Merger Sub and the Company shall attach to the Surviving Corporation and may be enforced against it to the same extent as if said debts, liabilities and duties had been incurred or contracted by itParent. (b) The consummation of the Merger shall take place at a closing (the “Closing”) to be held remotely via electronic transmission of related documentation or similar means, on a date and at a time to be agreed upon by Parent and the Company, which date shall be no later than the second (2nd) Business Day after the satisfaction or waiver (to the extent permitted by applicable Law) of the conditions set forth in Article VI (other than those conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction or waiver (to the extent permitted by applicable Law) of such conditions at the Closing), or at such other location, date and time as Parent and the Company shall mutually agree upon in writing. The date upon which the Closing shall actually occur pursuant hereto is referred to herein as the “Closing Date.” (c) At the Closing, Parent, Merger Sub and the Company shall cause the Merger to be consummated by filing all necessary documentation, including an appropriate articles file a certificate of merger in requisite and customary form and substance reasonably acceptable to Parent (the “Articles of Merger”), with the Secretary of State of the Commonwealth State of Massachusetts as provided Delaware and make all other filings or recordings required by the DGCL in connection with the relevant provisions of the MBCAMerger. The Merger shall become effective at such time as the time that the Articles certificate of Merger are merger is duly submitted for filing with, and approved for filing by, filed with the Secretary of State of the Commonwealth State of Massachusetts, Delaware (or at such later time as is may be mutually agreed upon to by the parties hereto and as specified in the Articles certificate of Merger. The merger) (the time when as of which the Merger becomes effective is hereinafter referred to as effective, the “Effective Time”).” (d) From and after the Effective Time, the Surviving Corporation shall possess all the rights, powers, privileges and franchises and be subject to all of the obligations, liabilities, restrictions and disabilities of the Company and Merger Subsidiary, all as provided under the DGCL.

The Merger. (ai) Subject to the terms and conditions provisions of this Agreement, as soon as practicable after the satisfaction or waiver of the conditions set forth in Article VII (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of such conditions), the Company and Merger Sub shall deliver to the Registrar of Companies of the State of Israel (the “Companies Registrar”) written notice (including an affidavit duly executed by the directors of each of the Company and Merger Sub certifying the satisfaction or waiver of the conditions set forth in Article VII (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of such conditions)) in a form to be mutually agreed by Parent and the Company notifying the Companies Registrar of the date of Closing and requesting that the Companies Registrar issue a certificate evidencing the completion of the Merger in accordance with Section 323(5) of Israeli Companies Law (the “Certificate of Merger”) as soon as reasonably practicable following the receipt of such notice. The Merger will become effective upon the approval of the Merger by the Companies Registrar and receipt of the Certificate of Merger issued by the Companies Registrar (such time, the “Effective Time”), and upon the Effective Time, (i) Merger Sub shall will be merged with and into the Company in accordance with the provisions of the MBCACompany, and the separate existence of Merger Sub shall will cease and (ii) the Company shall be the surviving entity in the Merger will become a wholly owned Subsidiary of Parent (the “Surviving CorporationCompany”) and shall continue its existence under the MBCA. The Merger shall have the effects set forth in this Agreement and the applicable provisions of the MBCA. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, (A) all rights, privileges and powers and all property, real, personal and mixed, and all debts due to Merger Sub and the Company, as well as all other things and causes of action belonging to Merger Sub and the Company, shall be vested in the Surviving Corporation and shall thereafter be the property of the Surviving Corporation and (B) all debts, liabilities and duties of Merger Sub and the Company shall attach to the Surviving Corporation and may be enforced against it to the same extent as if said debts, liabilities and duties had been incurred or contracted by it). (bii) At the Closing, Parent, Merger Sub and the Company shall cause Each party hereto will make all other necessary filings and/or recordings to consummate the Merger to be consummated by filing all necessary documentation, including an appropriate articles of merger in form and substance reasonably acceptable to Parent (the “Articles of Merger”), accordance with the Secretary of State of the Commonwealth of Massachusetts as provided in the relevant provisions of the MBCA. The Merger shall become effective at the time that the Articles of Merger are duly submitted for filing with, and approved for filing by, the Secretary of State of the Commonwealth of Massachusetts, or such later time as is agreed upon by the parties hereto and specified in the Articles of Merger. The time when the Merger becomes effective is hereinafter referred to as the “Effective TimeIsraeli Companies Law.”

The Merger. (a) Subject to Upon the terms and subject to the satisfaction or waiver of the conditions of set forth in this Agreement, and in accordance with Delaware Law, at the Effective Time, (i) Merger Sub Subsidiary shall be merged (the “Merger”) with and into the Company in accordance with the provisions of the MBCADelaware Law, and whereupon, the separate existence of Merger Sub Subsidiary shall cease and (ii) the Company shall be the surviving entity in the Merger corporation (the “Surviving Corporation”). (a) Subject to the provisions of Article 9, the closing of the Merger (the “Closing”) shall take place by means of the exchange of signatures electronically at 7:00 a.m. San Francisco, California time, as soon as possible, but in any event no later than three (3) 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, waiver of those conditions at the Closing) have been satisfied or, to the extent permissible, waived by the party or parties entitled to the benefit of such conditions, or at such other time or on such other date as Parent and the Company may mutually agree (the “Closing Date”). (b) As promptly as practicable on the Closing Date, the parties hereto shall continue its existence under cause a certificate of merger meeting the MBCArequirements of Section 251 of Delaware Law (the “Certificate of Merger”) relating to the Merger to be properly executed and filed with the Secretary of State of the State of Delaware in accordance with the terms and conditions of Delaware Law and in such form as is reasonably satisfactory to both Parent and the Company. The Merger shall become effective at the time of filing of the Certificate of Merger with the Secretary of State of the State of Delaware in accordance with Delaware Law, or at such later time which the parties hereto shall have agreed and designated in the Certificate of Merger as the effective time of the Certificate of Merger (the “Effective Time”). (c) The Merger shall have the effects set forth in this Agreement and the applicable provisions of the MBCADelaware Law. Without limiting the generality of the foregoing, foregoing and subject thereto, at the Effective Time, (A) all the property, rights, privileges and privileges, immunities, powers and all property, real, personal franchises of the Company and mixedMerger Subsidiary shall vest in the Company as the Surviving Corporation in the Merger, and all debts due to debts, liabilities, obligations and duties of the Company and Merger Sub Subsidiary shall become the debts, liabilities, obligations and duties of the Company, Company as well as all other things and causes of action belonging to Merger Sub and the Company, shall be vested in the Surviving Corporation and shall thereafter be the property of the Surviving Corporation and (B) all debts, liabilities and duties of Merger Sub and the Company shall attach to the Surviving Corporation and may be enforced against it to the same extent as if said debts, liabilities and duties had been incurred or contracted by it. (b) At the Closing, Parent, Merger Sub and the Company shall cause the Merger to be consummated by filing all necessary documentation, including an appropriate articles of merger in form and substance reasonably acceptable to Parent (the “Articles of Merger”), with the Secretary of State of the Commonwealth of Massachusetts as provided in the relevant provisions of the MBCA. The Merger shall become effective at the time that the Articles of Merger are duly submitted for filing with, and approved for filing by, the Secretary of State of the Commonwealth of Massachusetts, or such later time as is agreed upon by the parties hereto and specified in the Articles of Merger. The time when the Merger becomes effective is hereinafter referred to as the “Effective Time.”

The Merger. (a) Subject to On the terms and subject to the conditions of this Agreement, at the Effective TimeTime (as defined in Section 1.1(b)), (i) Merger Sub the Company shall be merged with and into Merger Sub (the Company "Merger") in accordance with the relevant provisions of the MBCAArizona Business Corporation Law (the "ABCL") and the Delaware General Corporation Law (the "DGCL"), and whereupon the separate existence of the Company shall cease, and Merger Sub shall cease and (ii) the Company shall be the surviving entity in corporation (the "Surviving Corporation"). The existence of the Company shall cease at the Effective Time as a consequence of the Merger. (b) The consummation of the Merger (the “Surviving Corporation”"Closing") shall take place (i) at the offices of Brya▇ ▇▇▇▇ ▇▇▇, Two ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇ 10:00 A.M., on such date (the "Closing Date") which is the later to occur of (A) April 15, 2001 and (B) the date on which the last of the conditions set forth in Article 7 hereof shall continue its existence have been satisfied or waived in accordance with this Agreement, or (ii) such other place, time and date as the parties hereto shall agree. Prior to the Closing, Merger Sub and the Company shall execute and deliver to (a) the Secretary of State of the State of Delaware (the "Delaware Secretary of State"), a Certificate of Merger in the form attached hereto as Exhibit 1.1(b)(i) hereto for filing under the MBCA. DGCL on the day of the Closing, and (b) the Arizona Corporation Commission (the "Arizona Corporation Commission"), a Certificate and Articles of Amendment and Merger in the form attached hereto as Exhibit 1.1(b)(ii) hereto for filing under the ABCL on the day of Closing with the Arizona Corporation Commission, and the Merger shall become effective upon the filing of the Certificate of Merger with the Delaware Secretary of State and the filing of the Certificate of Merger with the Arizona Corporation Commission or at such later time as may be specified in the Certificates of Merger, such time being herein called the "Effective Time." (c) The Merger shall have the effects set forth in this Agreement the ABCL and the applicable provisions of the MBCADGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective TimeTime (i) the Surviving Corporation shall possess all assets and property of every description, (A) all and every interest therein, wherever located, and the rights, privileges and powers and all propertyprivileges, realimmunities, personal and mixedpowers, franchises, and all debts due to authority, of a public as well as of a private nature, of each of the Company and Merger Sub and the Company, as well as all other things and causes of action obligations belonging to Merger Sub and the Company, or due each of them shall be vested in the Surviving Corporation without further act or deed, (ii) title to any real estate or any interest therein vested in either of the Company or Merger Sub shall not revert or in any way be impaired by reason of the Merger, (iii) all rights of creditors and shall thereafter be the all liens on any property of the Surviving Corporation Company and Merger Sub shall be preserved unimpaired, and (Biv) all debts, liabilities and duties of Merger Sub and the Company shall attach to the Surviving Corporation shall be liable for all the obligations of the Company and Merger Sub, and any claim existing, or action or proceeding pending, by or against either of them, may be enforced against it prosecuted to judgment with the same extent right of appeal, as if said debts, liabilities and duties the Merger had been incurred or contracted by itnot taken place. (bd) At If, at any time after the Closing, Parent, Merger Sub and the Company shall cause the Merger to be consummated by filing all necessary documentation, including an appropriate articles of merger in form and substance reasonably acceptable to Parent (the “Articles of Merger”), with the Secretary of State of the Commonwealth of Massachusetts as provided in the relevant provisions of the MBCA. The Merger shall become effective at the time that the Articles of Merger are duly submitted for filing with, and approved for filing byEffective Time, the Secretary Surviving Corporation shall consider or be advised that any deeds, bills of State of the Commonwealth of Massachusettssale, assignments, assurances or such later time as is agreed upon by the parties hereto and specified in the Articles of Merger. The time when the Merger becomes effective is hereinafter referred to as the “Effective Time.”any other actions

The Merger. (a) Subject to the terms and provisions of ‎Article 9, the closing of the Merger (the “Closing”) shall take place remotely via telephone, email or other electronic means, or by such other means as mutually agreed by the parties, no later than the third (3rd) Business Day following the date on which there first occurs the satisfaction of 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, waiver of this Agreementthose conditions at the Closing) have been satisfied or, to the extent permissible, 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; or (ii) in another way, at such other time or on such other date as Parent and the Company may mutually agree. The date on which the Closing actually occurs is referred to in this Agreement as the “Closing Date.” (b) Prior to the Closing, the Company shall prepare, and at the Closing the Company shall file or cause to be filed with the Secretary of State of the State of Delaware, a certificate of merger relating to the Merger in substantially the form of Exhibit B (the “Certificate of Merger”). The Merger shall become effective at such time (the “Effective Time”) as the Certificate of ▇▇▇▇▇▇ is duly filed with the Secretary of State of the State of Delaware (or at such other later time as may be agreed by Parent and the Company and specified in the Certificate of Merger). (c) At the Effective Time, (i) and upon the terms and subject to the conditions set forth in this Agreement, Parent, Merger Sub and the Company shall cause Merger Sub to be merged with and into the Company in accordance with the applicable provisions of the MBCADGCL (the “Merger”), and whereupon the separate existence of Merger Sub shall cease cease, and (ii) the Company shall be continue as the surviving entity in corporation and a wholly owned Subsidiary of the Merger Parent (the “Surviving Corporation”). (d) From and shall continue its existence under after the MBCA. The Effective Time, the effect of the Merger shall have the effects set forth be as provided in this Agreement and the applicable provisions of the MBCA. Without limiting DGCL, and the generality Surviving Corporation shall possess all of the foregoingrights, and subject thereto, at the Effective Time, (A) all rightspowers, privileges and powers franchises and be subject to all property, real, personal and mixed, and all debts due to Merger Sub and the Company, as well as all other things and causes of action belonging to Merger Sub and the Company, shall be vested in the Surviving Corporation and shall thereafter be the property of the Surviving Corporation obligations, liabilities, restrictions and (B) all debts, liabilities and duties disabilities of Merger Sub and the Company shall attach to the Surviving Corporation and may be enforced against it to the same extent as if said debtsMerger Sub, liabilities and duties had been incurred or contracted by it. (b) At the Closing, Parent, Merger Sub and the Company shall cause the Merger to be consummated by filing all necessary documentation, including an appropriate articles of merger in form and substance reasonably acceptable to Parent (the “Articles of Merger”), with the Secretary of State of the Commonwealth of Massachusetts as provided in under the relevant provisions of the MBCA. The Merger shall become effective at the time that the Articles of Merger are duly submitted for filing with, and approved for filing by, the Secretary of State of the Commonwealth of Massachusetts, or such later time as is agreed upon by the parties hereto and specified in the Articles of Merger. The time when the Merger becomes effective is hereinafter referred to as the “Effective TimeDGCL.”

The Merger. (a) Subject to Upon the terms and subject to the conditions hereof, and in accordance with the provisions of this Agreementthe DGCL, at the Effective Time, (i) Merger Sub Subsidiary shall be merged with and into the Company in accordance with at the provisions of Effective Time. Following the MBCAMerger, and the separate existence of Merger Sub shall cease and (ii) the Company shall be continue as the surviving entity in the Merger corporation (the “Surviving Corporation”) and shall continue its corporate existence under the MBCA. The Merger shall have Laws of the effects set forth in this Agreement State of Delaware, and the applicable provisions of the MBCA. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, (A) all rights, privileges and powers and all property, real, personal and mixed, and all debts due to Merger Sub and the Company, as well as all other things and causes of action belonging to Merger Sub and the Company, shall be vested in the Surviving Corporation and shall thereafter be the property of the Surviving Corporation and (B) all debts, liabilities and duties separate corporate existence of Merger Sub and the Company Subsidiary shall attach to the Surviving Corporation and may be enforced against it to the same extent as if said debts, liabilities and duties had been incurred or contracted by itcease. (b) At The closing of the Merger (the “Closing”) shall take place at the offices of ▇▇▇▇▇▇ and ▇▇▇▇▇, LLP, located at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇, at 10:00 a.m. (Fort Worth, Texas time) on a date to be specified by Parent and the Company, which shall be no later than the second (2nd) Business Day after satisfaction or waiver (to the extent permitted by applicable Law) of the conditions set forth in Article VII (other than those conditions that by their nature are to be satisfied or waived at the Closing, Parentbut subject to the satisfaction or waiver of those conditions at such time), Merger Sub unless another date, time, or place is agreed to in writing by Parent and the Company (the date on which such Closing actually occurs is referred to as the “Closing Date”). (c) Upon the terms and subject to the conditions set forth in Article VII, on the Closing Date, the parties to this Agreement shall cause the Merger to be consummated by filing all necessary documentation, including an appropriate articles of merger in form and substance reasonably acceptable to Parent (the “Articles of Merger”), with the Secretary of State of the Commonwealth State of Massachusetts Delaware (the “Delaware Secretary of State”) a certificate of merger (the “Certificate of Merger”) in such form as provided is required by and executed in accordance with the relevant provisions of the MBCADGCL. The Merger shall become effective at when the time that the Articles Certificate of Merger are duly submitted for filing with, and approved for filing by, has been filed with the Delaware Secretary of State of the Commonwealth of Massachusetts, or at such later time as is shall be agreed upon by Parent and the parties hereto Company and specified in the Articles Certificate of Merger. The time when the Merger becomes effective is hereinafter referred to as (the “Effective Time”).” (d) The Merger shall have the effects specified under the DGCL. At and as of the Effective Time, the Company shall be a direct, wholly-owned Subsidiary of Parent.

The Merger. (a) Subject to the terms and conditions of this Agreement, at At the Effective Time, (i) Merger Sub shall be merged with and into the Company in accordance with the provisions General Corporation Law of the MBCAState of Delaware ("DELAWARE LAW"), and whereupon the separate existence of Merger Sub shall cease cease, and (ii) the Company shall be the surviving entity in the Merger corporation (the “Surviving Corporation”) and "SURVIVING CORPORATION"), shall continue its existence under the MBCA. The Merger shall have the effects set forth in this Agreement Delaware Law and the applicable provisions of the MBCA. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, (A) all rights, privileges and powers and all property, real, personal and mixed, and all debts due to Merger Sub and the Company, as well as all other things and causes of action belonging to Merger Sub and the Company, shall be vested in the Surviving Corporation and shall thereafter be the property a wholly owned subsidiary of the Surviving Corporation and (B) all debts, liabilities and duties of Merger Sub and the Company shall attach to the Surviving Corporation and may be enforced against it to the same extent as if said debts, liabilities and duties had been incurred or contracted by itParent. (b) At The closing (the "CLOSING") of the Merger shall take place at the offices of Weil, Gotshal & ▇▇▇▇▇▇, London, England, at a time and on a date specified by the parties (the "CLOSING DATE"), which shall be no later than the second business day after all conditions to the Merger set forth in Article 9 have been satisfied or, to the extent permitted hereunder, waived (other than those conditions that by their nature are to be satisfied at the Closing, Parentbut subject to the satisfaction or waiver of those conditions). (c) As soon as practicable on or following the Closing Date, the Company and Merger Sub and will cause a certificate of merger (the Company shall cause the Merger "CERTIFICATE OF MERGER") to be consummated by filing all necessary documentation, including an appropriate articles of merger in form executed and substance reasonably acceptable to Parent (the “Articles of Merger”), filed with the Secretary of State of the Commonwealth State of Massachusetts Delaware as provided in Section 251 of Delaware Law (or, if applicable, Section 253 of Delaware Law) and will make all other filings or recordings required by Delaware Law in connection with the relevant provisions of the MBCAMerger. The Merger shall become effective on the date and at the time that on which the Articles Certificate of Merger are has been duly submitted for filing with, and approved for filing by, filed with the Secretary of State of the Commonwealth State of Massachusetts, Delaware (or at such later time as is may be agreed upon in writing by the parties hereto and specified in the Articles Certificate of Merger. The ); such time when the Merger becomes effective is hereinafter referred to as the “"EFFECTIVE TIME." (d) From and after the Effective Time, the Surviving Corporation shall possess all the property, rights, assets, immunities, powers, privileges and franchises and be subject to all debts, obligations, liabilities, duties, restrictions and disabilities of the Company and Merger Sub (including obligations to pay all fees and expenses incurred by the Company in connection with the Offer and the Merger), all as provided under Delaware Law.”

The Merger. (a) Subject to Upon the terms and subject to the conditions hereof, and in accordance with the provisions of this Agreementthe DGCL (including Section 251(h) thereof), at the Effective Time, (i) Merger Sub Subsidiary shall be merged with and into the Company in accordance with at the provisions of Effective Time. Following the MBCAMerger, and the separate existence of Merger Sub shall cease and (ii) the Company shall be continue as the surviving entity in the Merger corporation (the “Surviving Corporation”) and shall continue its corporate existence under the MBCA. The Merger shall have Laws of the effects set forth in this Agreement State of Delaware, and the applicable provisions of the MBCA. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, (A) all rights, privileges and powers and all property, real, personal and mixed, and all debts due to Merger Sub and the Company, as well as all other things and causes of action belonging to Merger Sub and the Company, shall be vested in the Surviving Corporation and shall thereafter be the property of the Surviving Corporation and (B) all debts, liabilities and duties separate corporate existence of Merger Sub and the Company Subsidiary shall attach to the Surviving Corporation and may be enforced against it to the same extent as if said debts, liabilities and duties had been incurred or contracted by itcease. (b) At The closing of the Merger (the “Closing”) shall take place at the offices of H▇▇▇▇▇ and B▇▇▇▇, LLP, located at 2▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇, as soon as practicable following the consummation (as defined in Section 251(h) of the DGCL) of the Offer, except if the conditions (other than those conditions that by their nature are to be satisfied at the Closing) set forth in Article VII have not been satisfied or waived (to the extent permitted by applicable Law), Parentin which case the Closing shall occur on the first (1st) Business Day after satisfaction or waiver (to the extent permitted by applicable Law) of the conditions set forth in Article VII (other than those conditions that by their nature are to be satisfied at the Closing). The date on which the Closing actually occurs is referred to as the “Closing Date”. (c) Subject to the provisions of this Agreement, Merger Sub and as soon as practicable on the Company Closing Date, the parties to this Agreement shall cause the Merger to be consummated by filing all necessary documentation, including an appropriate articles of merger in form and substance reasonably acceptable to Parent (the “Articles of Merger”), with the Secretary of State of the Commonwealth State of Massachusetts Delaware (the “Delaware Secretary of State”) a certificate of merger or other appropriate document (the “Certificate of Merger”) in such form as provided is required by and executed in accordance with the relevant provisions of the MBCADGCL. The Merger shall become effective at when the time that the Articles Certificate of Merger are duly submitted for filing with, and approved for filing by, has been filed with the Delaware Secretary of State of the Commonwealth of Massachusetts, or at such later time as is shall be agreed upon by Parent and the parties hereto Company and specified in the Articles Certificate of Merger. The time when the Merger becomes effective is hereinafter referred to as (the “Effective Time”).” (d) The Merger shall be governed by and effected under Section 251(h) of the DGCL, without a vote of the stockholders of the Company. The parties agree to take all necessary and appropriate action to cause the Merger to become effective as soon as practicable following the consummation (as defined in Section 251(h) of the DGCL) of the Offer, without a vote of the stockholders of the Company in accordance with Section 251(h) of the DGCL. (e) The Merger shall have the effects specified under the DGCL. At and as of the Effective Time, the Company shall be a direct, wholly-owned Subsidiary of Parent.

The Merger. (a) Subject to the terms and conditions of this Agreement, at including the Effective Timereceipt of all requisite regulatory and shareholder approvals, the Company and Merger Sub shall consummate the Merger, pursuant to which (i) Merger Sub shall be merged with and into the Company in accordance with the provisions of the MBCA, and the separate corporate existence of Merger Sub shall cease and thereupon cease, (ii) the Company shall be the surviving entity corporation in the Merger (the “"Surviving Corporation”") and shall become a wholly-owned subsidiary of Purchaser, (iii) the Company shall continue to be governed by the laws of the State of Indiana with all its existence under rights, privileges, powers and franchises unaffected by the MBCA. The Merger Merger, and (iv) the Surviving Corporation shall have possess all assets and property of every description, and every interest in the effects set forth in this Agreement assets and property, contingent or otherwise, wherever located, and the applicable provisions rights, privileges, immunities, powers, franchises and authority, of a public as well as a private nature, of each of the MBCA. Without limiting the generality of the foregoing, Company and subject thereto, at the Effective Time, (A) all rights, privileges and powers and all property, real, personal and mixedMerger Sub, and all debts obligations belonging or due to each of the Company or Merger Sub and the CompanySub, as well as all other things and causes of action belonging to Merger Sub and the Company, which shall be vested vest in the Surviving Corporation and shall thereafter be the property of the Surviving Corporation and (B) all debts, liabilities and duties of Merger Sub and the Company shall attach to the Surviving Corporation and may be enforced against it to the same extent as if said debts, liabilities and duties had been incurred without further act or contracted by itdeed. (b) At Following the Closingconsummation of the Merger, ParentPurchaser shall cause the Bank to be merged with and into First National Bank and Trust, a wholly owned subsidiary of the Purchaser ("First National"), (the "Bank Merger") pursuant to the terms of the Agreement of Merger, the form of which is attached hereto as Exhibit C (the "Bank Merger Sub Agreement"). Purchaser and the Company shall cause take all necessary actions to permit the Bank Merger to occur immediately following the consummation of the Merger. (c) The Company will cooperate in the preparation by Purchaser and Merger Sub of such applications to the Applicable Governmental Authorities and any other regulatory authorities as may be consummated by filing necessary in connection with all necessary documentationgovernmental approvals requisite to the consummation of the transactions contemplated hereby. Purchaser and the Company will each cooperate in the preparation of such applications, including an appropriate articles statements or materials as may be required to be furnished to the shareholders of merger the Company or filed or submitted to Applicable Governmental Authorities in form and substance reasonably acceptable to Parent (the “Articles of Merger”), connection with the Secretary of State Merger, the Bank Merger and with solicitation of the Commonwealth of Massachusetts as provided in the relevant provisions approval by shareholders of the MBCA. The Merger shall become effective at the time that the Articles of Merger are duly submitted for filing with, and approved for filing by, the Secretary of State of the Commonwealth of Massachusetts, or such later time as is agreed upon by the parties hereto and specified Company in the Articles of Merger. The time when the Merger becomes effective is hereinafter referred to as the “Effective Timerespect thereof.”

The Merger. (a) Subject to the terms and conditions of this Agreement, at At the Effective Time, (i) Merger Sub Subsidiary shall be merged (the “Merger”) with and into the Company in accordance with the provisions of the MBCADelaware Law, and whereupon the separate existence of Merger Sub Subsidiary shall cease cease, and (ii) the Company shall be the surviving entity in the Merger corporation (the “Surviving Corporation”) and shall continue its existence under the MBCA. The Merger shall have the effects set forth in this Agreement and the applicable provisions of the MBCA. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, (A) all rights, privileges and powers and all property, real, personal and mixed, and all debts due to Merger Sub and the Company, as well as all other things and causes of action belonging to Merger Sub and the Company, shall be vested in the Surviving Corporation and shall thereafter be the property of the Surviving Corporation and (B) all debts, liabilities and duties of Merger Sub and the Company shall attach to the Surviving Corporation and may be enforced against it to the same extent as if said debts, liabilities and duties had been incurred or contracted by it). (b) Subject to the provisions of ‎Article 9, the closing of the Merger (the “Closing”) shall take place (i) in New York City at the offices of D▇▇▇▇ ▇▇▇▇ & W▇▇▇▇▇▇▇ LLP, 4▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇ as soon as possible, but in any event no later than two 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, waiver of those conditions at the Closing) have been satisfied or, to the extent permissible, waived by the party or parties entitled to the benefit of such conditions; provided, however, that if the Marketing Period has not ended at the time of the satisfaction or, to the extent permissible, waiver of 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, waiver of those conditions at the Closing), the Closing shall occur on the date following the satisfaction or, to the extent permissible, waiver of such conditions that is the earliest to occur of (A) a date during the Marketing Period to be specified by Parent and (B) the final day of the Marketing Period, or (ii) at such other place, at such other time or on such other date as Parent and the Company may mutually agree. (c) At the Closing, Parent, Merger Sub and the Company and Merger Subsidiary shall cause the Merger to be consummated by filing all necessary documentation, including an appropriate articles file a certificate of merger in form and substance reasonably acceptable to Parent (the “Articles of Merger”), with the Delaware Secretary of State of and make all other filings or recordings required by Delaware Law in connection with the Commonwealth of Massachusetts as provided in the relevant provisions of the MBCAMerger. The Merger shall become effective at such time (the time that “Effective Time”) as the Articles certificate of Merger are merger is duly submitted for filing with, and approved for filing by, filed with the Delaware Secretary of State of the Commonwealth of Massachusetts, (or at such later time as is agreed upon by the parties hereto and may be specified in the Articles certificate of Merger. The time when merger). (d) From and after the Merger becomes effective is hereinafter referred to as the “Effective Time, the Surviving Corporation shall possess all the rights, powers, privileges and franchises and be subject to all of the obligations, liabilities, restrictions and disabilities of the Company and Merger Subsidiary, all as provided under Delaware Law.”

The Merger. (a) Subject to Upon the terms and subject to the satisfaction or waiver of the conditions of set forth in this Agreement, and in accordance with the DGCL, at the Effective Time, (i) Merger Sub shall be merged with and into the Company in accordance with (the provisions of the MBCA“Merger”), and whereupon the separate existence of Merger Sub shall cease and (ii) will cease, with the Company shall be the surviving entity in the Merger (the Company, as the surviving corporation in the Merger, sometimes being referred to herein as the “Surviving Corporation”) and shall continue its existence under ), such that following the MBCAMerger, the Surviving Corporation will be a subsidiary of Holdco. The Merger shall have the effects set forth provided in this Agreement and the applicable provisions of the MBCA. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, (A) all rights, privileges and powers and all property, real, personal and mixed, and all debts due to Merger Sub and the Company, as well as all other things and causes of action belonging to Merger Sub and the Company, shall be vested specified in the Surviving Corporation and shall thereafter be the property of the Surviving Corporation and (B) all debts, liabilities and duties of Merger Sub and the Company shall attach to the Surviving Corporation and may be enforced against it to the same extent as if said debts, liabilities and duties had been incurred or contracted by itDGCL. (b) At The closing of the Merger (the “Closing”) will take place at 8:30 a.m., New York City time, at the offices of Wachtell, Lipton, ▇▇▇▇▇ & ▇▇▇▇, ▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, on the fourth (4th) Business Day after the satisfaction or, to the extent permitted by applicable Law, waiver of the last of the conditions set forth in Article VII to be satisfied or waived (other than any such conditions that by their nature are to be satisfied by action to be taken at the Closing, Parentbut subject to the satisfaction or, Merger Sub to the extent permitted by applicable Law, waiver of such conditions at the Closing), unless another date, time or place is agreed to in writing by the Company and Broadcom; provided that, in the event that pursuant to the foregoing terms, the Closing would occur on a date that is within the fifteen (15) day period prior to the closing of any Broadcom or Holdco fiscal quarter, at Broadcom’s written election delivered to the Company no later than three (3) Business Days prior to the date on which the Closing would have otherwise occurred, the Closing shall take place at 8:30 a.m., New York City time, on the first (1st) Business Day of the immediately succeeding fiscal quarter unless another date or time is agreed to in writing by the Company and Broadcom (provided that (i) such election shall be irrevocable upon delivery and effective as of 12:01 a.m., New York City time, on the date on which the Closing would have otherwise occurred, (ii) upon effectiveness thereof, each of the conditions to the obligations of the Broadcom Parties set forth in Section 7.2 (other than solely with respect to a Willful Breach by the Company occurring after the date of such election) shall be deemed to have been irrevocably fulfilled in all respects and Broadcom shall have irrevocably waived its right to terminate this Agreement pursuant to Section 8.1(d) (other than solely for a Willful Breach by the Company occurring after the date of such election), and (iii) in the case of such election, the Company shall have no right to terminate this Agreement pursuant to Section 8.1(b) until the third (3rd) Business Day of the immediately succeeding fiscal quarter). The date on which the Closing actually takes place is referred to as the “Closing Date”. (c) On the Closing Date, the Parties shall cause a certificate of merger with respect to the Merger to be consummated by filing all necessary documentation, including an appropriate articles of merger in form and substance reasonably acceptable to Parent (the “Articles Certificate of Merger”), ) to be duly executed and filed with the Secretary of State of the Commonwealth of Massachusetts DSOS as provided under the DGCL and make any other filings, recordings or publications required to be made by the Company or Merger Sub under the DGCL in connection with the relevant provisions of the MBCAMerger. The Merger shall become effective at such time as the time that the Articles Certificate of Merger are is duly submitted for filing with, filed with the DSOS or on such other date and approved for filing by, the Secretary of State of the Commonwealth of Massachusetts, or such later time as is shall be agreed upon to by the parties hereto Company and Merger Sub and specified in the Articles Certificate of Merger. The Merger (such date and time when the Merger becomes effective is being hereinafter referred to as the “Effective Time”).”

The Merger. (a) Subject to Upon the terms and subject to the conditions hereof, and in accordance with the provisions of this Agreementthe Delaware General Corporation Law (the “DGCL”), at the Effective Time, (i) Merger Sub shall be merged with and into the Company in accordance with at the provisions of Effective Time. Following the MBCAMerger, and the separate existence of Merger Sub shall cease and (ii) the Company shall be continue as the surviving entity in the Merger corporation (the “Surviving Corporation”) and shall continue its corporate existence under the MBCA. The Merger shall have laws of the effects set forth in this Agreement State of Delaware, and the applicable provisions of the MBCA. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, (A) all rights, privileges and powers and all property, real, personal and mixed, and all debts due to Merger Sub and the Company, as well as all other things and causes of action belonging to Merger Sub and the Company, shall be vested in the Surviving Corporation and shall thereafter be the property of the Surviving Corporation and (B) all debts, liabilities and duties separate corporate existence of Merger Sub and the Company shall attach to the Surviving Corporation and may be enforced against it to the same extent as if said debts, liabilities and duties had been incurred or contracted by itcease. (b) At The closing of the Merger (the “Closing”) shall take place at the offices of ▇▇▇▇, Weiss, Rifkind, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ at 10:00 a.m., local time, on a date (the “Closing Date”) which, subject to Section 2.01(d), shall be the third (3rd) Business Day after the satisfaction or waiver (to the extent permitted by applicable Law) of the conditions set forth in Article VII (other than those conditions that by their nature are to be satisfied by actions to be taken at the Closing, Parentbut subject to the satisfaction or waiver of such conditions), Merger Sub or at such other place, date and time as the Company and Parent may agree in writing. (c) Subject to the provisions of this Agreement, at the Closing, the parties to this Agreement shall cause the Merger to be consummated by filing all necessary documentation, including an appropriate articles of merger in form and substance reasonably acceptable to Parent (the “Articles of Merger”), with the Secretary of State of the Commonwealth State of Massachusetts Delaware (the “Delaware Secretary of State”) a certificate of merger (the “Certificate of Merger”) in such form as provided is required by and executed in the relevant provisions accordance with Section 251 of the MBCADGCL. The Merger shall become effective at when the time that the Articles Certificate of Merger are duly submitted for filing with, and approved for filing by, has been filed with the Delaware Secretary of State of the Commonwealth of Massachusetts, or at such later time as is shall be agreed upon by Parent and the parties hereto Company and specified in the Articles Certificate of Merger. The time when the Merger becomes effective is hereinafter referred to as (the “Effective Time”). (d) Notwithstanding anything herein to the contrary, (i) if, as of or immediately following the Acceptance Date or the expiration of any subsequent offering period pursuant to Section 1.01(c), Offeror and Parent, taken together, shall own at least 90% of the outstanding shares of Company Common Stock (including pursuant to the Top-Up Option), the Closing shall, subject to the satisfaction or waiver of the conditions set forth in Article VII (other than those conditions that by their nature are to be satisfied by actions to be taken at the Closing, but subject to the satisfaction or waiver of such conditions), occur as promptly as reasonably practicable but in any event no later than the fifth (5th) Business Day following the Acceptance Date or the expiration of such subsequent offering period, as applicable, and (ii) Parent and the Company hereby agree to take all necessary and appropriate action to cause the Merger to become effective, without a meeting of the holders of shares of Company Common Stock, in accordance with Section 253 of the DGCL (such Merger, a “Short Form Merger”). (e) The Merger shall have the effects specified under the DGCL. As of the Effective Time, the Company shall be a direct or indirect wholly-owned subsidiary of Parent.

The Merger. (a) Subject to Upon the terms and subject to the conditions of set forth in this Agreement, and in accordance with the Cayman Islands Companies Law, as amended (the “Cayman Companies Law”), at the Effective Time, (i) Merger Sub Subsidiary shall be merged with and into the Company in accordance with the provisions of the MBCACompany, and whereupon the separate existence of Merger Sub Subsidiary shall cease cease, and (ii) the Company shall be the surviving entity company in the Merger (the “Surviving CorporationCompany”). (b) Subject to the provisions of Article 9, the closing of the Merger (the “Closing”) shall take place in Hong Kong at the offices of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇ as soon as possible, but in any event no later than fifteen (15) 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, waiver of those conditions at the Closing) have been satisfied or, to the extent permissible, 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 (upon recommendation of the Special Committee) may mutually agree. (c) On the Closing Date, Merger Subsidiary and the Company shall continue its existence under execute a plan of merger (the MBCA“Plan of Merger”) in substantially the form contained in Appendix 1 hereto and the Company shall file the Plan of Merger and such other documents as required by the Cayman Companies Law with the Registrar of Companies of the Cayman Islands as provided in Section 233 of the Cayman Companies Law. The Merger shall become effective at the time when the Plan of Merger is registered by the Registrar of Companies of the Cayman Islands or at such other subsequent date or time within ninety (90) days following the date of such registration, as may be specified in the Plan of Merger in accordance with the Cayman Companies Law (the “Effective Time”). (d) At the Effective Time, the Merger shall have the effects set forth specified in this Agreement the Plan of Merger and the applicable provisions of the MBCACayman Companies Law. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, (A) the Surviving Company shall be vested with all rights, privileges contracts, property and assets of every description, including choses in action, and the business, undertaking, goodwill, benefits, immunities, privileges, powers and all property, real, personal and mixedfranchises, and all debts due to be liable for and subject to, in the same manner as the Merger Sub Subsidiary and the Company, as well as all other things mortgages, charges and causes of action belonging to Merger Sub security interests and the Companyall contracts, shall be vested in the Surviving Corporation duties, obligations, undertaking, claims, debts and shall thereafter be the property of the Surviving Corporation and (B) all debts, liabilities and duties of Merger Sub Subsidiary and the Company shall attach to the Surviving Corporation and may be enforced against it to the same extent as if said debts, liabilities and duties had been incurred or contracted by it. (b) At the Closing, Parent, Merger Sub and the Company shall cause the Merger to be consummated by filing all necessary documentation, including an appropriate articles of merger in form and substance reasonably acceptable to Parent (the “Articles of Merger”), accordance with the Secretary of State of the Commonwealth of Massachusetts as provided in the relevant provisions of the MBCA. The Merger shall become effective at the time that the Articles of Merger are duly submitted for filing with, and approved for filing by, the Secretary of State of the Commonwealth of Massachusetts, or such later time as is agreed upon by the parties hereto and specified in the Articles of Merger. The time when the Merger becomes effective is hereinafter referred to as the “Effective TimeCayman Companies Law.”

The Merger. (a) Subject to Upon the terms and subject to the satisfaction or waiver (to the extent permitted by applicable Law) of the conditions set forth in Article VI (other than those conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction or waiver (to the extent permitted by applicable Law) of this Agreementsuch conditions at the Closing), as of and at the Effective Time, (i) Merger Sub Subsidiary shall be merged with and into the Company in accordance with the provisions of Delaware General Corporation Law (the MBCA, and “DGCL”) whereupon the separate existence of Merger Sub Subsidiary shall cease cease, and (ii) the Company shall be the surviving entity in the Merger corporation (the “Surviving Corporation”) and shall continue its existence under the MBCA. The Merger shall have the effects set forth in this Agreement and the applicable provisions as a wholly-owned direct/ Subsidiary of the MBCA. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, (A) all rights, privileges and powers and all property, real, personal and mixed, and all debts due to Merger Sub and the Company, as well as all other things and causes of action belonging to Merger Sub and the Company, shall be vested in the Surviving Corporation and shall thereafter be the property of the Surviving Corporation and (B) all debts, liabilities and duties of Merger Sub and the Company shall attach to the Surviving Corporation and may be enforced against it to the same extent as if said debts, liabilities and duties had been incurred or contracted by itParent. (b) The consummation of the Merger shall take place at a closing (the “Closing”) to be held remotely via electronic transmission of related documentation or similar means, on a date and at a time to be agreed upon by Parent and the Company, which date shall be no later than the third (3rd) Business Day after the later to occur of (i) the satisfaction or waiver (to the extent permitted by applicable Law) of the conditions set forth in Article VI (other than those conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction or waiver (to the extent permitted by applicable Law) of such conditions at the Closing) and (ii) the date of the Completion of the French Consultation Process, or at such other location, date and time as Parent and the Company shall mutually agree upon in writing. The date upon which the Closing shall actually occur pursuant hereto is referred to herein as the “Closing Date.” (c) At the Closing, Parent, Merger Sub and the Company shall cause the Merger to be consummated by filing all necessary documentation, including an appropriate articles file a certificate of merger in requisite and customary form and substance reasonably acceptable to Parent (the “Articles of Merger”), with the Secretary of State of the Commonwealth State of Massachusetts as provided Delaware and make all other filings or recordings required by the DGCL in connection with the relevant provisions of the MBCAMerger. The Merger shall become effective at such time as the time that the Articles certificate of Merger are merger is duly submitted for filing with, and approved for filing by, filed with the Secretary of State of the Commonwealth State of Massachusetts, Delaware (or at such later time as is may be mutually agreed upon to by the parties hereto and as specified in the Articles certificate of Mergermerger). The time when as of which the Merger becomes effective is hereinafter referred to herein as the “Effective Time”.” (d) From and after the Effective Time, the Surviving Corporation shall possess all the rights, powers, privileges and franchises and be subject to all of the obligations, liabilities, restrictions and disabilities of the Company and Merger Subsidiary, all as provided under the DGCL.

The Merger. (a) Subject to the terms and conditions of this Agreement, at At the Effective Time, (i) Merger Sub Subsidiary shall be merged with and into the Company in accordance with the provisions of the MBCADelaware Law, and whereupon the separate existence of Merger Sub Subsidiary shall cease cease, and (ii) the Company shall be the surviving entity in the Merger corporation (the “Surviving Corporation”) and shall continue its existence under the MBCA. The Merger shall have the effects set forth in this Agreement and the applicable provisions of the MBCA. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, (A) all rights, privileges and powers and all property, real, personal and mixed, and all debts due to Merger Sub and the Company, as well as all other things and causes of action belonging to Merger Sub and the Company, shall be vested in the Surviving Corporation and shall thereafter be the property of the Surviving Corporation and (B) all debts, liabilities and duties of Merger Sub and the Company shall attach to the Surviving Corporation and may be enforced against it to the same extent as if said debts, liabilities and duties had been incurred or contracted by it). (b) Subject to the provisions of Article 9 and the following proviso, unless otherwise mutually agreed in writing between the Company and Buyer, the closing of the Merger (the “Closing”) shall take place in New York City at the offices of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇ no later than on the tenth (10th) Business Day following the satisfaction or, to the extent permitted by Law, waiver (by the party entitled to grant such waiver) of the conditions set forth in Article 9 (other than the conditions which by their nature can only be satisfied at the Closing); provided, however, that, notwithstanding the foregoing, without the prior consent of Buyer, the Closing shall in no event occur until the date that is ninety (90) days after the date of this Agreement. The date on which the Closing actually occurs is referred to as the “Closing Date.” (c) At the Closing, Parent, Merger Sub and the Company and Merger Subsidiary shall cause the Merger to be consummated by filing all necessary documentation, including an appropriate articles file a certificate of merger in form and substance reasonably acceptable satisfactory to Parent (the “Articles of Merger”), each party with the Delaware Secretary of State of and make all other filings or recordings required by Delaware Law in connection with the Commonwealth of Massachusetts as provided in the relevant provisions of the MBCAMerger. The Merger shall become effective at such time (the time that “Effective Time”) as the Articles certificate of Merger are merger is duly submitted for filing with, and approved for filing by, filed with the Delaware Secretary of State of the Commonwealth of Massachusetts, (or at such later time as is agreed upon by the parties hereto and may be specified in the Articles certificate of Merger. The time when merger). (d) From and after the Merger becomes effective is hereinafter referred to as the “Effective Time, the Surviving Corporation shall possess all the rights, powers, privileges and franchises and be subject to all of the obligations, liabilities, restrictions and disabilities of the Company and Merger Subsidiary, all as provided under Delaware Law.”

The Merger. (a) Subject to Upon the terms and subject to the conditions of this Agreement, at the Effective Time, (i) Merger Sub shall be merged with and into the Company in accordance with the provisions of the MBCAMIBCA, and whereupon the separate existence of Merger Sub shall cease cease, and (ii) the Company shall be the surviving entity in the Merger corporation (the “Surviving Corporation”) and shall continue its existence under the MBCA. The Merger shall have the effects set forth in this Agreement and the applicable provisions of the MBCA. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, (A) all rights, privileges and powers and all property, real, personal and mixed, and all debts due to Merger Sub and the Company, as well as all other things and causes of action belonging to Merger Sub and the Company, shall be vested in the Surviving Corporation and shall thereafter be the property of the Surviving Corporation and (B) all debts, liabilities and duties of Merger Sub and the Company shall attach to the Surviving Corporation and may be enforced against it to the same extent as if said debts, liabilities and duties had been incurred or contracted by it). (b) At Subject to the provisions of ‎ARTICLE 9 and the other terms and conditions of this Agreement, the closing of the Merger (the “Closing”) shall take place through the electronic exchange of the applicable documents, using PDFs or electronic signatures, on the third Business Day after the date the conditions set forth in ‎ARTICLE 9 (other than conditions that by their nature are to be satisfied at the Closing, Parentbut subject to the satisfaction or, to the extent permissible, waiver of those conditions at the Closing) have been satisfied or, to the extent permissible, 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 Special Committee (on behalf of the Company) may mutually agree in writing. (c) Subject to the provisions of this Agreement, at the Closing, the Company and Merger Sub and the Company shall cause the Merger to be consummated by filing all necessary documentation, including an appropriate file articles of merger in form and substance reasonably acceptable to Parent (the “Articles of Merger”), ) with the Secretary Registrar of State Corporations of the Commonwealth Republic of Massachusetts the M▇▇▇▇▇▇▇ Islands as provided in the relevant provisions Section 95 of the MBCAMIBCA. The Merger shall become effective at the time that when the Articles of Merger are have been duly submitted for filing with, and approved for filing by, filed with the Secretary Registrar of State Corporations of the Commonwealth Republic of Massachusetts, the M▇▇▇▇▇▇▇ Islands (or at such later time date as is may be agreed upon by Merger Sub and the parties hereto Special Committee (on behalf of the Company) in writing and specified in the Articles of Merger. The time when Merger in accordance with the Merger becomes effective is hereinafter referred to as MIBCA) (the “Effective Time”).” (d) From and after the Effective Time, the Surviving Corporation shall possess all of the rights, powers, privileges, immunities and purposes and be subject to all of the obligations, liabilities and penalties of the Company and Merger Sub, and all property, real and personal, shall be vested in the Surviving Corporation, all as provided under the MIBCA.

The Merger. (a) Subject to the terms and conditions of this Agreement, at At the Effective Time, Merger Subsidiary will merge (ithe “Merger”) Merger Sub shall be merged with and into the Company in accordance with the provisions of the MBCADelaware Law, and whereupon the separate existence of Merger Sub shall cease Subsidiary will cease, and (ii) the Company shall will be the surviving entity in the Merger corporation (the “Surviving Corporation”) and shall continue its existence under the MBCA. The Merger shall have the effects set forth in this Agreement and the applicable provisions of the MBCA. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, (A) all rights, privileges and powers and all property, real, personal and mixed, and all debts due to Merger Sub and the Company, as well as all other things and causes of action belonging to Merger Sub and the Company, shall be vested in the Surviving Corporation and shall thereafter be the property of the Surviving Corporation and (B) all debts, liabilities and duties of Merger Sub and the Company shall attach to the Surviving Corporation and may be enforced against it to the same extent as if said debts, liabilities and duties had been incurred or contracted by it). (b) Subject to the provisions of Article 9, the closing of the Merger (the “Closing”) will take place at 10:00 a.m. EDT in New York City at the offices of ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ two 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, waiver of those conditions at the Closing) have been satisfied or, to the extent permissible, 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 on which the Closing occurs is referred to in this Agreement as the “Closing Date.” (c) At the Closing, Parent, Merger Sub and the Company shall cause the Merger to be consummated by filing all necessary documentation, including an appropriate articles will file a certificate of merger with the Delaware Secretary of State and make all other filings or recordings required by Delaware Law in form and substance reasonably acceptable to Parent connection with the Merger. The Merger will become effective at such time (the “Articles Effective Time”) as the certificate of Merger”), merger is duly filed with the Delaware Secretary of State of the Commonwealth of Massachusetts as provided in the relevant provisions of the MBCA. The Merger shall become effective (or at the time that the Articles of Merger are duly submitted for filing with, and approved for filing by, the Secretary of State of the Commonwealth of Massachusetts, or such later time as is may be agreed upon by the parties hereto and specified in the Articles certificate of Merger. The time when merger). (d) From and after the Merger becomes effective is hereinafter referred to as the “Effective Time, the Surviving Corporation will possess all the rights, powers, privileges and franchises and be subject to all of the obligations, liabilities, restrictions and disabilities of the Company and Merger Subsidiary, all as provided under Delaware Law.”

The Merger. Pursuant to the plan of merger, in substantially the form attached hereto as Exhibit A (the "Plan of Merger"), upon the terms and subject to the conditions set forth in this Agreement and in the Plan of Merger: (a) Travelzoo Bahamas shall be merged with and into Travelzoo Delaware in accordance with the applicable provisions of the Delaware General Corporation Law (the "DGCL"). Travelzoo Delaware shall be the surviving corporation (the "Surviving Corporation") in the Merger and shall continue its corporate existence under the laws of the State of Delaware. The effects and consequences of the Merger shall be as set forth in the Plan of Merger. (b) Subject to the terms and conditions of this Agreement, the closing of the Merger (the "Closing") shall take place (a) at the Effective Timeoffices of Travelzoo Bahamas, at 8▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, at 10:00 a.m. local time, on the fifth Business Day following the day on which the last to be fulfilled or waived of the conditions set forth in Article VIII (excluding conditions that, by their terms cannot be satisfied until the Closing Date, but subject to the fulfillment or waiver of such conditions) shall be fulfilled or waived in accordance herewith or (b) at such other time, date or place as Travelzoo Delaware and Travelzoo Bahamas may agree. The date on which the Closing occurs is hereinafter referred to as the "Closing Date." (c) As soon as practicable following the Closing, the parties shall (i) file articles of merger with respect to each of the Merger Sub shall be merged with (the "Articles of Merger") in such form as is required by and into the Company executed in accordance with the provisions of the MBCA, and the separate existence of Merger Sub shall cease DGCL and (ii) the Company shall be the surviving entity in the Merger (the “Surviving Corporation”) and shall continue its existence make all other filings or recordings required under the MBCA. The Merger shall have the effects set forth in this Agreement and the applicable provisions of the MBCA. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, (A) all rights, privileges and powers and all property, real, personal and mixed, and all debts due to Merger Sub and the Company, as well as all other things and causes of action belonging to Merger Sub and the Company, shall be vested in the Surviving Corporation and shall thereafter be the property of the Surviving Corporation and (B) all debts, liabilities and duties of Merger Sub and the Company shall attach to the Surviving Corporation and may be enforced against it to the same extent as if said debts, liabilities and duties had been incurred or contracted by it. (b) At the Closing, Parent, Merger Sub and the Company shall cause the Merger to be consummated by filing all necessary documentation, including an appropriate articles of merger in form and substance reasonably acceptable to Parent (the “Articles of Merger”), with the Secretary of State laws of the Commonwealth of Massachusetts as provided in the relevant provisions of the MBCABahamas. The Merger shall become effective at such time and date (the "Effective Time") which is the date and time that of the filing of the Articles of Merger are duly submitted for filing with, and approved for filing by, with respect to the Merger in the office of the Secretary of State of the Commonwealth of Massachusetts, Delaware (or such later other date and time as is agreed upon may be specified in such certificate as may be permitted by the parties hereto and specified in the Articles of Merger. The time when the Merger becomes effective is hereinafter referred to as the “Effective TimeDGCL).”

The Merger. (a) Subject to Upon the terms and subject to the conditions of set forth in this Agreement, at the Effective Time, (i) Merger Sub Subsidiary shall be merged (the “Merger”) with and into the Company in accordance with the provisions of the MBCAOregon Law, and whereupon the separate existence of Merger Sub Subsidiary shall cease and (ii) the Company shall be the surviving entity in the Merger corporation (the “Surviving Corporation”) and shall continue its corporate existence under the MBCAlaws of the State of Oregon as a wholly owned Subsidiary of Parent. (b) Subject to the provisions of Article 9, the closing of the Merger (the “Closing”) shall take place at the offices of O’Melveny & ▇▇▇▇▇ LLP, Two Em▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇t 7:00 a.m. San Francisco, California time, as soon as possible, but in any event no later than the second (2nd) Business Day 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, waiver of those conditions at the Closing) have been satisfied or, to the extent permissible, 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 (the date on which the Closing occurs, the “Closing Date”). (c) At the Closing, the Company and Merger Subsidiary shall execute, and the Company shall cause to be filed, articles of merger with the Secretary of State of the State of Oregon and make all other filings or recordings required by Oregon Law in connection with the Merger. The Merger shall become effective at such time (the “Effective Time”) as the articles of merger are duly filed with the Secretary of State of the State of Oregon (or at such later time as may be agreed upon by Parent and the Company and specified in the articles of merger). (d) The Merger shall have the effects set forth in this Agreement and the applicable provisions of the MBCAOregon Law. Without limiting the generality of the foregoing, From and subject thereto, at after the Effective Time, (A) the Surviving Corporation shall possess all the property, rights, powers, privileges and powers franchises and be subject to all property, real, personal and mixed, and all debts due to Merger Sub and the Company, as well as all other things and causes of action belonging to Merger Sub and the Company, shall be vested in the Surviving Corporation and shall thereafter be the property of the Surviving Corporation obligations, liabilities, restrictions and (B) all debts, liabilities and duties disabilities of Merger Sub and the Company shall attach to the Surviving Corporation and may be enforced against it to the same extent as if said debtsMerger Subsidiary, liabilities and duties had been incurred or contracted by it. (b) At the Closing, Parent, Merger Sub and the Company shall cause the Merger to be consummated by filing all necessary documentation, including an appropriate articles of merger in form and substance reasonably acceptable to Parent (the “Articles of Merger”), with the Secretary of State of the Commonwealth of Massachusetts as provided in the relevant provisions of the MBCA. The Merger shall become effective at the time that the Articles of Merger are duly submitted for filing with, and approved for filing by, the Secretary of State of the Commonwealth of Massachusetts, or such later time as is agreed upon by the parties hereto and specified in the Articles of Merger. The time when the Merger becomes effective is hereinafter referred to as the “Effective Timeunder Oregon Law.”

The Merger. (a) Subject to the terms and conditions of this Agreement, at the Effective Time, (i) Merger Sub shall be merged with and into the Company in accordance with the provisions of this Agreement, the MBCA, and the separate existence of Merger Sub shall cease and (ii) the Company Articles shall be the surviving entity in the Merger (the “Surviving Corporation”) executed and shall continue its existence under the MBCA. The Merger shall have the effects set forth in this Agreement acknowledged by each of Boston Edison and the applicable provisions of the MBCA. Without limiting the generality of the foregoing, Mergeco and subject thereto, at the Effective Time, (A) all rights, privileges and powers and all property, real, personal and mixed, and all debts due thereafter delivered to Merger Sub and the Company, as well as all other things and causes of action belonging to Merger Sub and the Company, shall be vested in the Surviving Corporation and shall thereafter be the property of the Surviving Corporation and (B) all debts, liabilities and duties of Merger Sub and the Company shall attach to the Surviving Corporation and may be enforced against it to the same extent as if said debts, liabilities and duties had been incurred or contracted by it. (b) At the Closing, Parent, Merger Sub and the Company shall cause the Merger to be consummated by filing all necessary documentation, including an appropriate articles of merger in form and substance reasonably acceptable to Parent (the “Articles of Merger”), with the Secretary of State of the The Commonwealth of Massachusetts for filing, as provided in the relevant provisions Section 102A of Chapter 164 of the MBCAMassachusetts General Laws. The Merger shall become effective at the such time that as the Articles of Merger are duly submitted for filing with, and approved for filing by, filed as required by law with the Secretary of State of the The Commonwealth of Massachusetts, Massachusetts or such later time date, not more than thirty days after such filing, as is agreed upon by the parties hereto and may be specified in the Articles (the "Effective Time"). At the Effective Time, the separate existence of Mergeco shall cease and Mergeco shall be merged with and into Boston Edison (Mergeco and Boston Edison being sometimes referred to collectively herein as the "Constituent Corporations" and Boston Edison, the corporation designated in the Articles as the surviving corporation being sometimes referred to herein as the "Surviving Corporation"); (b) Prior to and after the Effective Time, Holdco, Boston Edison and Mergeco, respectively, shall take all such actions as may be necessary or appropriate in order to effectuate the Merger. The In this connection, Holdco shall issue the Holdco Common Shares which the holders of Boston Edison Common Stock are entitled to receive as provided in Article II hereof. In the event that at any time when after the Merger becomes effective Effective Time any further action is hereinafter referred necessary or desirable to carry out the purposes of this Agreement and to vest the Surviving Corporation with full title to all properties, assets, rights, approvals, immunities and franchises of either of the Constituent Corporations, the officers and directors of each of the Constituent Corporations as of the “Effective TimeTime shall take all such further action.”

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, (i) Merger Sub the Purchaser shall be merged with and into the Company in accordance with the provisions Company. As a result of the MBCAMerger, the separate corporate existence of the Purchaser shall cease, and the separate existence of Merger Sub shall cease and (ii) the Company shall be continue as the surviving entity in corporation of the Merger (the “Surviving Corporation”) and shall continue its existence under the MBCA). The Merger shall have the effects set forth in this Agreement and the applicable provisions be effected pursuant to Section 251(h) of the MBCA. Without limiting the generality of the foregoing, DGCL and subject thereto, at the Effective Time, (A) all rights, privileges and powers and all property, real, personal and mixed, and all debts due to Merger Sub and the Company, as well as all other things and causes of action belonging to Merger Sub and the Company, shall be vested in effected as soon as practicable following the Surviving Corporation and shall thereafter be the property of the Surviving Corporation and (B) all debts, liabilities and duties of Merger Sub and the Company shall attach to the Surviving Corporation and may be enforced against it to the same extent as if said debts, liabilities and duties had been incurred or contracted by itAcceptance Time. (b) At The closing of the Merger (the “Closing”) shall take place at the offices of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, Menlo Park, California 95025, as soon as practicable following the Acceptance Time and the satisfaction or, if permitted, waiver of the last to be satisfied of the conditions set forth in ARTICLE VI (other than conditions that, by their nature, are to be satisfied at the Closing, but subject to the satisfaction (or waiver, if permitted by applicable Law) of those conditions), and in any event within two (2) Business Days thereafter, or at such other location, date and time as is agreed to in writing by the parties hereto. The date upon which the Closing shall actually occur pursuant hereto is referred to herein as the “Closing Date.” (c) Upon the terms and subject to the conditions set forth in this Agreement, on the Closing Date, or on such other date as Parent and the Company may agree to in writing, Parent, Merger Sub the Purchaser and the Company shall cause the Merger to be consummated under the DGCL by filing all necessary documentation, including an appropriate articles a certificate of merger in such a form as required by, and substance reasonably acceptable to Parent executed in accordance with, the DGCL (the “Articles Certificate of Merger”), ) with the Secretary of State of the Commonwealth State of Massachusetts as provided Delaware in accordance with the relevant provisions of the MBCADGCL and shall take such further actions as may be required to make the Merger effective. The Merger shall become effective at the date and time that the Articles of Merger are duly submitted for such filing with, and approved for filing by, acceptance by the Secretary of State of the Commonwealth State of MassachusettsDelaware, or such later date and time as is agreed upon by the parties hereto and specified in the Articles Certificate of Merger. The time when the Merger becomes effective is hereinafter , shall be referred to herein as the “Effective Time”.” (d) At the Effective Time, the effect of the Merger shall be as provided in this Agreement and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, at the Effective Time, all of the property, rights, privileges, immunities, powers and franchises of the Company and the Purchaser shall vest in the Surviving Corporation, and all of the debts, liabilities and duties of the Company and the Purchaser shall become the debts, liabilities and duties of the Surviving Corporation.

The Merger. (a) Subject to the terms and conditions of this Agreement, at At the Effective Time, (i) Merger Sub shall be merged (the “Merger”) with and into the Company in accordance with the provisions of the MBCADelaware Law, and whereupon the separate existence of Merger Sub shall cease and (ii) the Company shall be the surviving entity in the Merger corporation (the “Surviving Corporation”) and shall continue its existence under the MBCA). The Merger shall have be governed by Section 251(h) of Delaware Law and shall be effected as soon as practicable following the effects set forth in this Agreement and the applicable provisions consummation of the MBCA. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, (A) all rights, privileges and powers and all property, real, personal and mixed, and all debts due to Merger Sub and the Company, as well as all other things and causes of action belonging to Merger Sub and the Company, shall be vested in the Surviving Corporation and shall thereafter be the property of the Surviving Corporation and (B) all debts, liabilities and duties of Merger Sub and the Company shall attach to the Surviving Corporation and may be enforced against it to the same extent as if said debts, liabilities and duties had been incurred or contracted by itOffer. (b) Subject to the provisions of Article 10, the closing of the Merger (the “Closing”) shall take place in New York City at the offices of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇ as soon as practicable after (and in no event later than the Business Day following) the Acceptance Time, subject to the satisfaction or (to the extent permissible) waiver by the party or parties entitled to the benefit thereof of the conditions set forth in Article 10 (other than conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or, to the extent permissible, waiver of those conditions at the Closing), or at such other place, at such other time or on such other date as Parent and the Company may mutually agree. (c) At the Closing, Parent, the Company and Merger Sub and the Company shall cause the Merger to be consummated by filing all necessary documentation, including an appropriate articles file a certificate of merger in form and substance reasonably acceptable to Parent (the “Articles Certificate of Merger”), ) with the Delaware Secretary of State of and make all other filings or recordings required by Delaware Law in connection with the Commonwealth of Massachusetts as provided in the relevant provisions of the MBCAMerger. The Merger shall become effective at such time (the time that “Effective Time”) as the Articles Certificate of Merger are is duly submitted for filing with, and approved for filing by, filed with the Delaware Secretary of State of the Commonwealth of Massachusetts, (or at such later time as is may be mutually agreed upon by Parent and the parties hereto Company and specified in the Articles Certificate of Merger. The time when ). (d) From and after the Merger becomes effective is hereinafter referred to as the “Effective Time, the Surviving Corporation shall possess all the rights, powers, privileges and franchises and be subject to all of the obligations, liabilities, restrictions and disabilities of the Company and Merger Sub, all as provided under Delaware Law.”

The Merger. (a) Subject to the terms and conditions of this Agreement, at At the Effective Time, (i) Merger Sub shall be merged with and into the Company (the “Merger”) in accordance with the provisions terms and conditions of the MBCA, this Agreement and the Delaware General Corporation Law (as amended, the “DGCL”), at which time the separate corporate existence of Merger Sub shall cease and (ii) the Company shall be continue its existence. In its capacity as the corporation surviving entity in the Merger (Merger, this Agreement sometimes refers to the Company as the “Surviving Corporation”. (b) On the Closing Date, the Company shall file a certificate of merger (the “Certificate of Merger”) with the Delaware Secretary of State (the “Secretary of State”) in such form required by and shall continue its existence under in accordance with the MBCADGCL in connection with the Merger. The Merger shall become effective on the date and at the time when the Certificate of Merger is duly filed with and accepted by the Secretary of State, or at such later date and time as is agreed upon by the parties and specified in the Certificate of Merger (such date and 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 this Agreement and the applicable provisions of the MBCA. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, (A) all rights, privileges and powers and all property, real, personal and mixed, and all debts due to Merger Sub and the Company, as well as all other things and causes of action belonging to Merger Sub and the Company, shall be vested in the Surviving Corporation and shall thereafter be the property of the Surviving Corporation and (B) all debts, liabilities and duties of Merger Sub and the Company shall attach to the Surviving Corporation and may be enforced against it to the same extent as if said debts, liabilities and duties had been incurred or contracted by itDGCL. (bd) At The closing of the Merger (the “Closing”) shall be held at the offices of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, 555 ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ (▇▇ such other place as agreed by the parties) at 10:00 a.m., Eastern time, on the last Business Day of the calendar month that includes the second (2nd) Business Day following the day on which all of the conditions set forth in Article 9 (other than those conditions that by their nature are to be satisfied at the Closing, Parent, Merger Sub and it being understood that the Company occurrence of the Closing shall cause remain subject to the Merger satisfaction or waiver of the conditions that by their terms are to be consummated satisfied at Closing) are satisfied or waived by filing all necessary documentationthe party or parties permitted to do so, including an appropriate articles of merger in form and substance reasonably acceptable to Parent (the “Articles of Merger”), with the Secretary of State of the Commonwealth of Massachusetts as provided in the relevant provisions of the MBCA. The Merger shall become effective at the time that the Articles of Merger are duly submitted for filing with, and approved for filing by, the Secretary of State of the Commonwealth of Massachusetts, or such later time as is agreed upon by unless the parties hereto agree to another date and specified time; provided, however, that Buyer Parent, Buyer and Merger Sub shall not be required to effect the Closing prior to the earlier of (i) the last Business Day of the calendar month which precedes the calendar month containing the first day on which the commitment of Lender to provide Debt Financing under the Debt Commitment Letter delivered pursuant to Section 8.7 no longer remains in full force and effect and (ii) the Articles of Mergerfirst date that is seven (7) weeks after the Debt Commitment Deadline. The time when date upon which the Merger becomes effective Closing occurs is hereinafter referred to as the “Effective TimeClosing Date”.”

The Merger. (a) Subject to Upon the terms and subject to the satisfaction or waiver (to the extent permitted hereunder) of the conditions set forth in Article VI (other than those conditions that by their terms are to be satisfied or waived (if permitted hereunder) at the Closing, but subject to the satisfaction or waiver (to the extent permitted hereunder) of this Agreementsuch conditions at the Closing, at the Effective Time, (i) Merger Sub Subsidiary shall be merged with and into the Company in accordance with the provisions General Corporation Law of the MBCAState of Delaware, and as amended from time to time (the “DGCL”) whereupon the separate existence of Merger Sub Subsidiary shall cease cease, and (ii) the Company shall be the surviving entity in the Merger corporation (the “Surviving Corporation”). (b) The consummation of the Merger shall take place at a closing (the “Closing”) to occur at the offices of DLA Piper LLP (US), ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, on a date and at a time to be agreed upon by Parent and the Company, which date shall continue its existence under be no later than the MBCAsecond Business Day after the satisfaction or waiver (to the extent permitted hereunder) of the last to be satisfied or waived of the conditions set forth in Article VI (other than those conditions that by their terms are to be satisfied or waived (if permitted hereunder) at the Closing, but subject to the satisfaction or waiver (to the extent permitted hereunder) of such conditions at the Closing), or at such other location, date and time as Parent and the Company shall mutually agree upon in writing. The date upon which the Closing shall actually occur pursuant hereto is referred to herein as the “Closing Date.” (c) On the Closing Date, the Company and Merger Subsidiary shall file a certificate of merger to effect the Merger (the “Certificate of Merger”), in such appropriate form and substance as is determined by the parties and in accordance with the DGCL, with the Secretary of State of the State of Delaware, and make any other filings or recordings required by the DGCL in connection with the Merger. The Merger shall become effective at such time (the “Effective Time”) as the Certificate of Merger is duly filed with the Secretary of State of the State of Delaware (or at such later time as may be mutually agreed to by the parties and as specified in the Certificate of Merger). (d) From and after the Effective Time, the Merger shall have the effects as set forth in this Agreement Agreement, the Certificate of Merger, and the applicable provisions of the MBCADGCL. Without limiting the generality of the foregoing, and subject thereto, at from and after the Effective Time, (A) the Surviving Corporation shall possess all the rights, powers, privileges and powers franchises and be subject to all property, real, personal and mixed, and all debts due to Merger Sub and the Company, as well as all other things and causes of action belonging to Merger Sub and the Company, shall be vested in the Surviving Corporation and shall thereafter be the property of the Surviving Corporation and (B) all debts, liabilities obligations, liabilities, restrictions, disabilities and duties of Merger Sub and each of the Company shall attach to the Surviving Corporation and may be enforced against it to the same extent as if said debts, liabilities and duties had been incurred or contracted by itMerger Subsidiary. (b) At the Closing, Parent, Merger Sub and the Company shall cause the Merger to be consummated by filing all necessary documentation, including an appropriate articles of merger in form and substance reasonably acceptable to Parent (the “Articles of Merger”), with the Secretary of State of the Commonwealth of Massachusetts as provided in the relevant provisions of the MBCA. The Merger shall become effective at the time that the Articles of Merger are duly submitted for filing with, and approved for filing by, the Secretary of State of the Commonwealth of Massachusetts, or such later time as is agreed upon by the parties hereto and specified in the Articles of Merger. The time when the Merger becomes effective is hereinafter referred to as the “Effective Time.”

The Merger. (a) Subject After the consummation of the Offer and subject to the terms and conditions of this Agreement, the Company will file a certificate of merger with the Secretary of State of the State of Delaware and make all other filings or recordings required by Delaware Law to be made 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 (the “Effective Time”). (b) At the Effective Time, (i) Merger Sub shall be merged with and into the Company in accordance with the provisions requirements of the MBCAGeneral Corporation Law of the State of Delaware (the “DGCL”), and whereupon the separate existence of Merger Sub shall cease cease, and (ii) the Company shall be the surviving entity corporation in the Merger (the “Surviving Corporation”). (c) From and shall continue its existence under the MBCA. The Merger shall have the effects set forth in this Agreement and the applicable provisions of the MBCA. Without limiting the generality of the foregoing, and subject thereto, at after the Effective Time, (A) all rights, privileges and powers and all property, real, personal and mixed, and all debts due to Merger Sub and the Company, as well as all other things and causes of action belonging to Merger Sub and the Company, shall be vested in the Surviving Corporation shall possess all the rights, privileges, powers and shall thereafter franchises and be the property subject to all of the Surviving Corporation and (B) all debtsrestrictions, liabilities disabilities and duties of the Company and Sub, all as provided under Delaware Law. (d) The closing of the Merger Sub (the “Closing”) shall take place (i) at the offices of Skadden, Arps, Slate, M▇▇▇▇▇▇ & F▇▇▇ LLP, O▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇, at 10:00 a.m., Boston time, on the second business day after the day on which the last to be fulfilled or waived of the conditions set forth in Article VI (other than those conditions that by their nature are to be fulfilled at the Closing, but subject to the fulfillment or waiver of such conditions) shall be fulfilled or waived in accordance with this Agreement or (ii) at such other place, time or date as Parent and the Company shall attach to the Surviving Corporation and may be enforced against it to the same extent as if said debts, liabilities and duties had been incurred or contracted by it. (b) At the Closing, Parent, Merger Sub and the Company shall cause the Merger to be consummated by filing all necessary documentation, including an appropriate articles of merger agree in form and substance reasonably acceptable to Parent writing (the “Articles of Merger”), with the Secretary of State date of the Commonwealth of Massachusetts as provided in the relevant provisions of the MBCA. The Merger shall become effective at the time that the Articles of Merger are duly submitted for filing with, and approved for filing by, the Secretary of State of the Commonwealth of Massachusetts, or such later time as is agreed upon by the parties hereto and specified in the Articles of Merger. The time when the Merger becomes effective is Closing being hereinafter referred to as the “Closing Date”). (e) If, at any time after the Effective Time, the Surviving Corporation shall consider or be advised that any deeds, bills of sale, assignments, assurances or any other actions or things are necessary or desirable to continue in, vest, perfect or confirm of record or otherwise the Surviving Corporation’s right, title or interest in, to or under any of the rights, properties, privileges, franchises or assets of either of its constituent corporations acquired or to be acquired by the Surviving Corporation as a result of, or in connection with, the Merger, or otherwise to effect the transactions contemplated by this Agreement, the officers and directors of the Surviving Corporation shall be authorized to execute and deliver, in the name and on behalf of either of the constituent corporations of the Merger, all 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 may be necessary or desirable to vest, 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 or otherwise to carry out the intent of this Agreement.”

The Merger. (a) Subject to the terms and conditions of this Agreement, at At the Effective Time, (i) Merger Sub Subsidiary shall be merged (the “Merger”) with and into the Company in accordance with the provisions of the MBCADelaware Law, and whereupon the separate existence of Merger Sub Subsidiary shall cease cease, and (ii) the Company shall be the surviving entity in the Merger corporation (the “Surviving Corporation”) and shall continue its existence under the MBCA. The Merger shall have the effects set forth in this Agreement and the applicable provisions of the MBCA. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, (A) all rights, privileges and powers and all property, real, personal and mixed, and all debts due to Merger Sub and the Company, as well as all other things and causes of action belonging to Merger Sub and the Company, shall be vested in the Surviving Corporation and shall thereafter be the property of the Surviving Corporation and (B) all debts, liabilities and duties of Merger Sub and the Company shall attach to the Surviving Corporation and may be enforced against it to the same extent as if said debts, liabilities and duties had been incurred or contracted by it). (b) If, at any time after the Acceptance Date, Parent, Merger Subsidiary and any other Subsidiary of Parent shall collectively own at least 90% of the outstanding Shares, the parties shall take all necessary and appropriate action to cause the Merger to become effective as soon as practicable without a meeting of stockholders of the Company in accordance with Section 253 of Delaware Law. (c) Subject to the provisions of Article 10, the closing of the Merger (the “Closing”) shall take place in New York City at the offices of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇ as soon as possible, but in any event no later than three Business Days after the date the conditions set forth in Article 10 have been satisfied, or at such other place, at such other time or on such other date as Parent and the Company may mutually agree. (d) At the Closing, Parent, Merger Sub and the Company and Merger Subsidiary shall cause the Merger to be consummated by filing all necessary documentation, including an appropriate articles file a certificate of merger in form and substance reasonably acceptable to Parent (the “Articles of Merger”), with the Delaware Secretary of State of and make all other filings or recordings required by Delaware Law in connection with the Commonwealth of Massachusetts as provided in the relevant provisions of the MBCAMerger. The Merger shall become effective at such time (the time that “Effective Time”) as the Articles certificate of Merger are merger is duly submitted for filing with, and approved for filing by, filed with the Delaware Secretary of State of the Commonwealth of Massachusetts, (or at such later time as is agreed upon by the parties hereto and may be specified in the Articles certificate of Merger. The time when merger). (e) From and after the Merger becomes effective is hereinafter referred to as the “Effective Time.”, the Surviving Corporation shall possess all the rights, powers, privileges and franchises and be subject to all of the obligations, liabilities, restrictions and disabilities of the Company and Merger Subsidiary, all as provided under Delaware Law. Table of Contents

The Merger. (a) 1. Subject to the terms and conditions provisions of this Agreement, at the Effective Time, (i) Merger Sub CONNECTED shall be merged with and into the Company ▇▇▇▇ in accordance with the provisions of the MBCATexas Business Corporation Act and the applicable laws of the State of Tennessee (collectively, and the "Merger Law"), whereupon the separate existence of Merger Sub CONNECTED shall cease and (ii) the Company ▇▇▇▇ shall be the surviving entity in the Merger (the “Surviving Corporation”) survivor, ▇▇▇▇ and shall continue its existence under the MBCA. The Merger shall have the effects set forth in this Agreement and the applicable provisions of the MBCA. Without limiting the generality of the foregoingCONNECTED are sometimes referred to herein as "Constituent Companies", and subject thereto▇▇▇▇ as the "Surviving Company". 2. As soon as practicable after satisfaction or, at the Effective Time, (A) all rights, privileges and powers and all property, real, personal and mixed, and all debts due to Merger Sub and the Company, as well as all other things and causes of action belonging to Merger Sub and the Company, shall be vested in the Surviving Corporation and shall thereafter be the property of the Surviving Corporation and (B) all debts, liabilities and duties of Merger Sub and the Company shall attach to the Surviving Corporation and may be enforced against it extent permitted hereunder, waiver of all conditions to the same extent as if said debts, liabilities and duties had been incurred or contracted by it. (b) At the Closing, Parentthe Constituent Companies shall execute and file Articles of Merger, Merger Sub and the Company shall cause the Merger prepared by counsel to be consummated by filing all necessary documentation, including an appropriate articles of merger DESIGN in a form and substance reasonably acceptable to Parent counsel to CONNECTED (the “"Articles of Merger”"), with the Secretary of State of the Commonwealth State of Massachusetts as provided Texas and with the State of Tennessee in accordance with the relevant provisions of Merger Law, and shall otherwise make all other filings or recordings required by the MBCAMerger Law in connection with the Merger. The Merger shall become effective at the such date and time that as the Articles of Merger are duly submitted for filing filed with, and approved for filing accepted by, the Secretary of State (the "Effective Time"). 3. At the Effective Time, the separate existence of CONNECTED shall cease and CONNECTED shall be merged with and into ▇▇▇▇ and ▇▇▇▇ shall be the Commonwealth of Massachusetts, or such later time as is agreed upon by Surviving Company. 4. From and after the parties hereto and specified in Effective Time: (i) the Articles of MergerIncorporation of the Surviving Company shall be the Articles of Incorporation of ▇▇▇▇; (ii) the Bylaws of ▇▇▇▇ as in effect immediately prior to the Effective Time, shall be the Bylaws of the Surviving Company, until thereafter amended in accordance with applicable law; (iii) the directors of ▇▇▇▇ at the Effective Time shall become the directors of the Surviving Company, until their respective successors are duly elected or appointed and qualified in accordance with applicable law; and (iv) the officers of ▇▇▇▇ at the Effective Time shall become the initial officers of the Surviving Company, to serve at the pleasure of the board of directors of the Surviving Company. 5. The time when At the Effective Time by virtue of the Merger becomes and the applicable provisions of the Merger Law and without any further action on the part of the Constituent Companies, all rights, franchises, and interests of CONNECTED in and to every type of property (real, personal, and mixed) and causes of action shall be transferred to and vested in the Surviving Company by virtue of the Merger without any deed or other transfer, and the Surviving Company at the Effective Time and without any order or other action on the part of any court or otherwise, shall hold and enjoy all rights of property, franchises, and interests in the same manner and to the same extent as such rights, franchises, and interest were held or enjoyed by CONNECTED and ▇▇▇▇, respectively, immediately prior to the Effective Time. All corporate acts, plans, policies, contracts, approvals, and authorizations of CONNECTED and ▇▇▇▇, and their respective shareholders, Boards of Directors, committees elected or appointed thereby, officers, and agents, which were valid and effective is hereinafter referred immediately prior to the Effective Time of the Merger, shall be taken for all purposes as the “acts, plans, policies, contracts, approvals, and authorizations of the Surviving Company, and shall be as effective and binding thereon as the same were with respect to CONNECTED and ▇▇▇▇. 6. At the Effective Time, the Surviving Company shall be liable for all liabilities of CONNECTED, and all debts, liabilities, obligations, and contracts of CONNECTED, whether matured or unmatured, whether accrued, absolute, contingent, or otherwise, and whether or not reflected or reserved against on balance sheets, books, accounts, or records of CONNECTED, as the cases may be, shall be those of, and are hereby expressly assumed by, the Surviving Company, and shall not be released or impaired by the Merger; and all rights of creditors and other obligees and all liens on property of CONNECTED shall be preserved unimpaired. At the Effective Time, the Surviving Company shall be liable for all then existing indemnification obligations of CONNECTED, under its Articles of Incorporation, Bylaws or under any other agreement.” 7. At the Effective Time, the Shareholder Interests of CONNECTED shall be converted into the right to receive the Common Stock, par value $0.01 per share of DESIGN in the amount set forth on Schedule 4.01 (the "Merger Consideration").

The Merger. (a) Subject to the terms and conditions of this Agreement, at At the Effective Time, (i) Merger Sub Subsidiary shall be merged (the “Merger”) with and into the Company in accordance with the provisions of the MBCADelaware Law, and whereupon the separate existence of Merger Sub Subsidiary shall cease cease, and (ii) the Company shall be the surviving entity in the Merger corporation (the “Surviving Corporation”) and shall continue its existence under the MBCA. The Merger shall have the effects set forth in this Agreement and the applicable provisions of the MBCA. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, (A) all rights, privileges and powers and all property, real, personal and mixed, and all debts due to Merger Sub and the Company, as well as all other things and causes of action belonging to Merger Sub and the Company, shall be vested in the Surviving Corporation and shall thereafter be the property of the Surviving Corporation and (B) all debts, liabilities and duties of Merger Sub and the Company shall attach to the Surviving Corporation and may be enforced against it to the same extent as if said debts, liabilities and duties had been incurred or contracted by it). (b) Subject to the provisions of Article 9, the closing of the Merger (the “Closing”) shall take place in New York City at the offices of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇ as soon as possible, but in any event no later than five 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, waiver of those conditions at the Closing) have been satisfied or, to the extent permissible, 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. The date on which the Closing occurs is referred to herein as the “Closing Date”. (c) At the Closing, Parent, Merger Sub and the Company and Merger Subsidiary shall cause the Merger to be consummated by filing all necessary documentation, including an appropriate articles file a certificate of merger in form and substance reasonably acceptable to Parent (the “Articles of Merger”), with the Delaware Secretary of State of and make all other filings or recordings required by Delaware Law in connection with the Commonwealth of Massachusetts as provided in the relevant provisions of the MBCAMerger. The Merger shall become effective at such time (the time that “Effective Time”) as the Articles certificate of Merger are merger is duly submitted for filing with, and approved for filing by, filed with the Delaware Secretary of State of the Commonwealth of Massachusetts, (or at such later time as is agreed upon by the parties hereto and may be specified in the Articles certificate of Merger. The time when merger). (d) From and after the Merger becomes effective is hereinafter referred to as the “Effective Time, the Surviving Corporation shall possess all the rights, powers, privileges and franchises and be subject to all of the obligations, liabilities, restrictions and disabilities of the Company and Merger Subsidiary, all as provided under Delaware Law.”

The Merger. (a) Subject to the terms and conditions of this Agreement, at At the Effective Time, (i) Merger Sub shall be merged with and into the Company in accordance with the provisions General Corporation Law of the MBCAState of Delaware ("DELAWARE LAW"), and whereupon the separate existence of Merger Sub shall cease cease, and (ii) the Company shall be the surviving entity in the Merger corporation (the “Surviving Corporation”) and "SURVIVING CORPORATION"), shall continue its existence under the MBCA. The Merger shall have the effects set forth in this Agreement Delaware Law and the applicable provisions of the MBCA. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, (A) all rights, privileges and powers and all property, real, personal and mixed, and all debts due to Merger Sub and the Company, as well as all other things and causes of action belonging to Merger Sub and the Company, shall be vested in the Surviving Corporation and shall thereafter be the property a wholly owned subsidiary of the Surviving Corporation and (B) all debts, liabilities and duties of Merger Sub and the Company shall attach to the Surviving Corporation and may be enforced against it to the same extent as if said debts, liabilities and duties had been incurred or contracted by itParent. (b) At The closing (the "CLOSING") of the Merger shall take place at the offices of Weil, Gotshal & Mang▇▇, ▇▇ndon, England, at a time and on a date specified by the parties (the "CLOSING DATE"), which shall be no later than the second business day after all conditions to the Merger set forth in Article 9 have been satisfied or, to the extent permitted hereunder, waived (other than those conditions that by their nature are to be satisfied at the Closing, Parentbut subject to the satisfaction or waiver of those conditions). (c) As soon as practicable on or following the Closing Date, the Company and Merger Sub and will cause a certificate of merger (the Company shall cause the Merger "CERTIFICATE OF MERGER") to be consummated by filing all necessary documentation, including an appropriate articles of merger in form executed and substance reasonably acceptable to Parent (the “Articles of Merger”), filed with the Secretary of State of the Commonwealth State of Massachusetts Delaware as provided in Section 251 of Delaware Law (or, if applicable, Section 253 of Delaware Law) and will make all other filings or recordings required by Delaware Law in connection with the relevant provisions of the MBCAMerger. The Merger shall become effective on the date and at the time that on which the Articles Certificate of Merger are has been duly submitted for filing with, and approved for filing by, filed with the Secretary of State of the Commonwealth State of Massachusetts, Delaware (or at such later time as is may be agreed upon in writing by the parties hereto and specified in the Articles Certificate of Merger. The ); such time when the Merger becomes effective is hereinafter referred to as the “Effective Time"EFFECTIVE TIME.”"

The Merger. (a) Subject to the terms Section 2.01(e) and conditions of this AgreementSection 2.01(f), at the Effective Time, (i) Merger Sub the Company shall be merged (the "Merger") with and into the Company Merger Subsidiary in accordance with the provisions of the MBCADelaware Law, and whereupon the separate existence of Merger Sub shall cease and (ii) the Company shall cease, and Merger Subsidiary shall be the surviving entity in the Merger corporation (the “"Surviving Corporation”) and shall continue its existence under the MBCA. The Merger shall have the effects set forth in this Agreement and the applicable provisions of the MBCA. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, (A) all rights, privileges and powers and all property, real, personal and mixed, and all debts due to Merger Sub and the Company, as well as all other things and causes of action belonging to Merger Sub and the Company, shall be vested in the Surviving Corporation and shall thereafter be the property of the Surviving Corporation and (B) all debts, liabilities and duties of Merger Sub and the Company shall attach to the Surviving Corporation and may be enforced against it to the same extent as if said debts, liabilities and duties had been incurred or contracted by it"). (b) At As soon as practicable after satisfaction or, to the Closingextent permitted hereunder, Parentwaiver of all conditions to the Merger, Merger Sub and the Company shall cause the and Merger to be consummated by filing all necessary documentation, including an appropriate articles Subsidiary will file a certificate of merger in form and substance reasonably acceptable to Parent (the “Articles of Merger”), with the Delaware Secretary of State of and make all other filings or recordings required by Delaware Law in connection with the Commonwealth of Massachusetts as provided in the relevant provisions of the MBCAMerger. The Merger shall become effective at such time (the time that "Effective Time") as the Articles certificate of Merger are merger is duly submitted for filing with, and approved for filing by, filed with the Delaware Secretary of State of the Commonwealth of Massachusetts, or at such later time as is agreed upon by the parties hereto and specified in the Articles certificate of Merger. merger. (c) From and after the Effective Time, the Surviving Corporation shall possess all the rights, powers, privileges and franchises and be subject to all of the obligations, liabilities, restrictions and disabilities of the Company and Merger Subsidiary, all as provided under Delaware Law. (d) The time when closing of the Merger becomes effective shall take place (i) at the offices of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇, as soon as practicable, but in any event within three business days after the day on which the last to be fulfilled or waived of the conditions set forth in Article 9 (other than those conditions that by their nature are to be fulfilled at the closing, but subject to the fulfillment or waiver of such conditions) shall be fulfilled or waived in accordance with this Agreement or (ii) at such other place and time or on such other date as the Company and Parent may agree in writing. (e) If (A) on the last trading day prior to the date upon which this Agreement shall have been approved and adopted by the stockholders of the Company in accordance with Delaware Law (or if the Effective Time does not occur on such date, the date prior to the date upon which the Effective Time occurs), the fair market value, based on the volume weighted average per share sales price of the Parent Stock on that day on the NYSE, of all shares of Parent Stock to be delivered in connection with the Merger (the "Total Stock Value") is hereinafter less than 40% of the sum of (i) the sum of the Maximum Cash Shares and Dissenting Shares, multiplied by the Cash Consideration, (ii) the amount of cash paid by Parent to acquire Shares within the two year period prior to the date of the Merger and (iii) the Total Stock Value (such sum being referred to as the “Effective Time.”"Total

The Merger. (a) Subject to the terms and conditions of this Agreement, at At the Effective Time, (i) and upon the terms and subject to the conditions set forth in this Agreement, Purchaser, Merger Sub and the Company shall cause Merger Sub to be merged with and into the Company in accordance with the applicable provisions of the MBCADGCL (the “Merger”), and whereupon the separate existence of Merger Sub shall cease cease, and (ii) the Company shall be continue as the surviving entity in the Merger corporation (the “Surviving Corporation”). (b) From and shall continue its existence under after the MBCA. The Effective Time, the effect of the Merger shall have the effects set forth be as provided in this Agreement and the applicable provisions of the MBCA. Without limiting DGCL and the generality Surviving Corporation shall possess all of the foregoingrights, and subject thereto, at the Effective Time, (A) all rightspowers, privileges and powers franchises and be subject to all property, real, personal and mixed, and all debts due to Merger Sub and the Company, as well as all other things and causes of action belonging to Merger Sub and the Company, shall be vested in the Surviving Corporation and shall thereafter be the property of the Surviving Corporation obligations, liabilities, restrictions and disabilities of the Company and Merger Sub, all as provided under the DGCL. (Bc) Subject to the provisions of Article 9, the closing of the Merger (the “Closing”) shall take place (i) in New York City at the offices of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, 450 ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇, or remotely by the exchange of documents and signatures (or their electronic counterparts), on the fifth Business Day following the date on which all debtsof the conditions set forth in Article 9 have been satisfied or, liabilities and duties to the extent permissible, waived by the party or parties entitled to the benefit of Merger Sub such conditions (other than those conditions that by their nature are to be satisfied at the Closing (the “Closing Date Conditions”), but subject to the satisfaction of, or, to the extent permissible, waiver by the party or parties entitled to the benefit of, the Closing Date Conditions), or (ii) at such other place, at such other time or on such other date as Purchaser and the Company shall attach may mutually agree. The date on which the Closing actually occurs is referred to in this Agreement as the Surviving Corporation and may be enforced against it to the same extent as if said debts, liabilities and duties had been incurred or contracted by it“Closing Date”. (bd) At Prior to the Closing, Parent, the Company and Merger Sub shall prepare, and at the Closing, the Company shall file, or cause the Merger to be consummated by filing all necessary documentation, including an appropriate articles of merger in form and substance reasonably acceptable to Parent (the “Articles of Merger”)filed, with the Secretary of State of the Commonwealth State of Massachusetts Delaware, a certificate of merger relating to the Merger in substantially the form of Exhibit E (the “Certificate of Merger”) and any other appropriate documents, in each case as provided approved by Purchaser, executed in accordance with the relevant provisions of the MBCADGCL (including Section 251 of the DGCL) and, on the Closing Date or as soon as practicable thereafter, shall make all other filings or recordings required under the DGCL. The Merger shall become effective at such time (the time that “Effective Time”) as the Articles Certificate of Merger are is duly submitted for filing with, and approved for filing by, filed with the Secretary of State of the Commonwealth State of Massachusetts, Delaware (or at such other later time as is may be agreed upon by Purchaser and the parties hereto Company and specified in the Articles Certificate of Merger. The time when the Merger becomes effective is hereinafter referred to as the “Effective Time).”

The Merger. (a) Subject to the terms and conditions of this Agreement, at At the Effective Time, (i) Merger Sub Subsidiary shall be merged with and into the Company in accordance with the provisions of the MBCADelaware Law, and whereupon the separate existence of Merger Sub Subsidiary shall cease cease, and (ii) the Company shall be the surviving entity in the Merger corporation (the “Surviving Corporation”) and shall continue its existence under the MBCA. The Merger shall have the effects set forth in this Agreement and the applicable provisions of the MBCA. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, (A) all rights, privileges and powers and all property, real, personal and mixed, and all debts due to Merger Sub and the Company, as well as all other things and causes of action belonging to Merger Sub and the Company, shall be vested in the Surviving Corporation and shall thereafter be the property of the Surviving Corporation and (B) all debts, liabilities and duties of Merger Sub and the Company shall attach to the Surviving Corporation and may be enforced against it to the same extent as if said debts, liabilities and duties had been incurred or contracted by it). (b) The closing of the Merger (the “Closing”) shall take place at the offices of ▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇ LLP, ▇▇▇ ▇. ▇▇▇▇▇▇, Suite 2600, Chicago, Illinois 60606, as soon as practicable following (and in any event, on the same day as) the Offer Closing (and, if applicable, the consummation of the purchase of the Top-Up Shares), subject to the satisfaction or, to the extent permissible, waiver of the conditions set forth in Article 10 (other than conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or, to the extent permissible, waiver of those conditions at the Closing); provided, however, that if the Company Stockholder Approval is required by Applicable Law, then the Closing shall take place on the later of (x) two (2) Business Days after the date the conditions set forth in Article 10 (other than conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or, to the extent permissible, waiver of those conditions at the Closing) have been satisfied or, to the extent permissible, waived and (y) the first (1st) Business Day immediately following the final day of the Marketing Period (but subject to the satisfaction or, to the extent permissible, waiver of the conditions set forth in Article 10 at the Closing) or such earlier date during the Marketing Period specified in writing by Parent to the Company upon two (2) Business Days’ prior notice; provided, further, that Parent and the Company may mutually agree to effect the Closing at any other place, at any other time or on any other date as Parent and the Company may mutually agree (such date on which the Closing occurs, the “Closing Date”). (c) At the Closing, Parent, Merger Sub and the Company and/or Merger Subsidiary shall cause the Merger to be consummated by filing all necessary documentation, including an appropriate articles file a certificate of merger in customary form and substance reasonably acceptable to Parent (the “Articles of Merger”), with the Secretary of State of the Commonwealth State of Massachusetts as provided Delaware and shall make all other filings or recordings required by Delaware Law in connection with the relevant provisions of the MBCAMerger. The Merger shall become effective at such time (the time that “Effective Time”) as the Articles certificate of Merger are merger is duly submitted for filing with, and approved for filing by, filed with the Secretary of State of the Commonwealth State of Massachusetts, Delaware (or at such later time as is may be mutually agreed upon to by the parties hereto Company and Parent and as specified in the Articles certificate of Merger. The time when merger). (d) From and after the Merger becomes effective is hereinafter referred to as the “Effective Time, the Surviving Corporation shall possess all the rights, powers, privileges and franchises and be subject to all of the obligations, liabilities, restrictions and disabilities of the Company and Merger Subsidiary, all as provided under Delaware Law.”

The Merger. (a) Subject As soon as reasonably practicable on the Closing Date, the Company and Merger Subsidiary shall execute and file articles of merger with the Secretary of State of the Commonwealth of Pennsylvania and make all other filings or recordings required by the Business Corporation Law of the Commonwealth of Pennsylvania (the "PBCL") to be made in connection with the Merger. The Merger shall become effective at such time as articles of merger are duly filed with the Secretary of State of the Commonwealth of Pennsylvania or, if agreed to by the Company and Parent, at such later time as is specified in the articles of merger (such time, the "Effective Time"). (b) Upon the terms and subject to the conditions of set forth in this Agreement, at the Effective Time, (i) Merger Sub Subsidiary shall be merged with and into the Company in accordance with the provisions requirements of the MBCAPBCL, and whereupon the separate existence of Merger Sub Subsidiary shall cease and (ii) the cease. The Company shall be the surviving entity corporation in the Merger (the “"Surviving Corporation”"). (c) and shall continue its existence under the MBCA. The Merger shall will have the effects set forth in this Agreement and the applicable provisions PBCL, including, without limitation, the effects set forth in Section 1929 of the MBCAPBCL. Without limiting the generality of the foregoing, and subject thereto, at from and after the Effective Time, (A) all rights, privileges and powers and all property, real, personal and mixed, and all debts due to Merger Sub and the Company, as well as all other things and causes of action belonging to Merger Sub and the Company, shall be vested in the Surviving Corporation shall possess all the rights, privileges, immunities, powers and shall thereafter purposes and assume and be liable for all the property liabilities, obligations and penalties of the Surviving Corporation Company and (B) all debts, liabilities and duties of Merger Sub and the Company shall attach to the Surviving Corporation and may be enforced against it to the same extent as if said debts, liabilities and duties had been incurred or contracted by itSubsidiary. (bd) At The closing of the transactions contemplated hereby (the "Closing") shall take place at the offices of Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, at 10:00 a.m. local time, as soon as reasonably practicable, but in any event within two (2) business days, after the satisfaction or waiver of the conditions set forth in Article VII (other than those conditions that are to be satisfied at the Closing, Parent, Merger Sub and the Company shall cause the Merger to be consummated by filing all necessary documentation, including an appropriate articles of merger in form and substance reasonably acceptable to Parent ) (the “Articles of Merger”), with the Secretary of State actual time and date of the Commonwealth of Massachusetts as provided in the relevant provisions of the MBCA. The Merger shall become effective at the time that the Articles of Merger are duly submitted for filing with, and approved for filing by, the Secretary of State of the Commonwealth of Massachusetts, or such later time as is agreed upon by the parties hereto and specified in the Articles of Merger. The time when the Merger becomes effective is hereinafter Closing being referred to herein as the “Effective Time"Closing Date").”

The Merger. (a) Subject to Upon the terms and subject to the conditions of set forth in this Agreement, at the Effective Time, (i) Merger Sub shall be merged merge (the “Merger”) with and into the Company in accordance with the provisions of the MBCADGCL, and whereupon the separate existence of Merger Sub shall cease and (ii) the Company shall be the surviving entity in the Merger corporation as a wholly owned Subsidiary of Parent (the “Surviving Corporation”) and shall continue its existence under the MBCA. The Merger shall have the effects set forth in this Agreement and the applicable provisions of the MBCA. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, (A) all rights, privileges and powers and all property, real, personal and mixed, and all debts due to Merger Sub and the Company, as well as all other things and causes of action belonging to Merger Sub and the Company, shall be vested in the Surviving Corporation and shall thereafter be the property of the Surviving Corporation and (B) all debts, liabilities and duties of Merger Sub and the Company shall attach to the Surviving Corporation and may be enforced against it to the same extent as if said debts, liabilities and duties had been incurred or contracted by it). (b) Subject to the provisions of Article 9, the closing of the Merger (the “Closing”) shall take place in New York City at the offices of Davi▇ ▇▇▇▇ & ▇ard▇▇▇▇ ▇▇▇, 450 ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇ soon as possible, 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, waiver of such conditions at the Closing) have been satisfied or, to the extent permissible, waived by the party or parties entitled to the benefit of such conditions, or at such other place (or by means of remote communication), at such other time or on such other date as Parent and the Company may mutually agree (the date on which the Closing occurs, the “Closing Date”). (c) At the Closing, Parent, the Company and Merger Sub and the Company shall cause the Merger to be consummated by filing all necessary documentation, including an appropriate articles file a certificate of merger in form and substance reasonably acceptable to Parent (the “Articles of Merger”), with the Delaware Secretary of State of and make all other filings or recordings required by the Commonwealth of Massachusetts as provided DGCL in connection with the relevant provisions of the MBCAMerger. The Merger shall become effective at such time (the time that “Effective Time”) as the Articles certificate of Merger are merger is duly submitted for filing with, and approved for filing by, filed with the Delaware Secretary of State of the Commonwealth of Massachusetts, (or at such later time as is agreed upon by the parties hereto and may be specified in the Articles certificate of Merger. The time when merger). (d) From and after the Merger becomes effective is hereinafter referred to as the “Effective Time, the Surviving Corporation shall possess all the rights, powers, privileges and franchises and be subject to all of the obligations, liabilities, restrictions and disabilities of the Company and Merger Sub, all as provided under the DGCL.”

The Merger. (a) Subject to the terms and conditions of this Agreement, at 1.1.1. At the Effective TimeTime (as defined in Section 1.1.2), (i) Merger Sub shall be merged with and into the Company in accordance with the provisions of Delaware General Corporation Law (the MBCA"DGCL"), and whereupon the separate existence of Merger Sub shall cease cease, and (ii) the Company shall be the surviving entity corporation in the Merger (the “"Surviving Corporation”") and shall continue as a wholly owned subsidiary to be governed by the laws of the State of Delaware, and the separate corporate existence of the Company, with all its existence under rights, privileges, immunities, powers, franchises, restrictions, disabilities and duties, shall continue unaffected by the MBCA. Merger except as set forth in this Article I. The Merger shall have the effects set forth specified in this Agreement the DGCL. 1.1.2. On the Closing Date (as defined in Section 1.1.3), the Company and the applicable provisions of the MBCA. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, (A) all rights, privileges and powers and all property, real, personal and mixed, and all debts due to Merger Sub and the Company, as well as all other things and causes of action belonging to Merger Sub and the Company, shall be vested in the Surviving Corporation and shall thereafter be the property of the Surviving Corporation and (B) all debts, liabilities and duties of Merger Sub and the Company shall attach to the Surviving Corporation and may be enforced against it to the same extent as if said debts, liabilities and duties had been incurred or contracted by it. (b) At the Closing, Parent, Merger Sub and the Company shall cause the Merger to be consummated by filing all necessary documentation, including an appropriate articles will file a certificate of merger in form and substance reasonably acceptable to Parent (the “Articles of Merger”), with the Secretary of State of the Commonwealth State of Massachusetts Delaware and make all other filings or recordings required by applicable Law (as provided defined in Section 2.1.4.2) in connection with the relevant provisions of the MBCAMerger. The Merger shall become effective at the time that the Articles certificate of Merger are merger is duly submitted for filing with, and approved for filing by, filed with the Secretary of State of the Commonwealth State of Massachusetts, Delaware or such at any later time as is agreed upon by the parties hereto and specified in the Articles certificate of Mergermerger (the "Effective Time"). 1.1.3. The time when consummation of the Merger becomes effective is hereinafter referred (the "Closing") shall take place at 10:00 A.M. (New York City time) at the offices of Fried, Frank, Harris, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, One New York Plaza, New York, New York, as soon as practicable, but in any event within three business days after the day on which the last to as be fulfilled or waived of the “Effective Timeconditions set forth in Article IV (other than those conditions that by their nature are to be fulfilled at the Closing, but subject to the fulfillment or waiver of these conditions) shall be fulfilled or waived in accordance with this Agreement, unless otherwise agreed in writing by the Company and Parent (the "Closing Date").” 1.1.4. Parent shall have the right to elect, by written notice to the Company, to cause Merger Sub to be a second-tier, wholly owned Delaware subsidiary of Parent; provided that this election shall not adversely affect the rights of the Company under this Agreement, the benefits to the Company stockholders of the Merger (including the tax-free nature of the Merger) or otherwise delay the consummation of the Merger.

The Merger. (a) Subject to On 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, (i) Merger Sub shall be merged will merge with and into the Company in accordance with (the provisions of the MBCA“Merger”), and (ii) the separate corporate existence of Merger Sub shall will cease and (iiiii) the Company shall be will continue its corporate existence under Delaware law as the surviving entity corporation in the Merger (the “Surviving Corporation”) and shall continue its existence under a subsidiary of Parent. (b) Subject to the MBCAprovisions of this Agreement, at the Closing, the Company will cause a certificate of merger (the “Certificate of Merger”) to be executed, acknowledged and filed with the Secretary of State of the State of Delaware in accordance with Section 251 of the DGCL. The Merger shall will become effective at such time as the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later date or time as may be agreed by Parent and the Company in writing and specified in the Certificate of Merger in accordance with the DGCL (the effective time of the Merger being hereinafter referred to as the “Effective Time”). (c) The Merger will have the effects set forth in this Agreement and the applicable provisions of the MBCA. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, (A) all rights, privileges and powers and all property, real, personal and mixed, and all debts due to Merger Sub and the Company, as well as all other things and causes of action belonging to Merger Sub and the Company, shall be vested in the Surviving Corporation and shall thereafter be the property of the Surviving Corporation and (B) all debts, liabilities and duties of Merger Sub and the Company shall attach to the Surviving Corporation and may be enforced against it to the same extent as if said debts, liabilities and duties had been incurred or contracted by itDGCL. (bd) At Unless otherwise mutually agreed in writing by the Company and Parent, the closing of the Merger (the “Closing”) will take place at the offices of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Chicago, Illinois 60601, at 9:00 a.m., local time, on the third Business Day following the day on which all of the conditions set forth in Article VI (other than those conditions that by their nature are to be satisfied at the Closing, Parentbut subject to the satisfaction or waiver of those conditions) are satisfied or, Merger Sub if permissible, waived in accordance with this Agreement or another date mutually agreed to by the parties; provided, however, that if all the conditions set forth in Article VI shall not continue to be satisfied or waived on such third Business Day, then the Closing shall take place on the first Business Day on which all such conditions shall have again been satisfied or waived; and provided, further that, notwithstanding the satisfaction or waiver of the conditions set forth in Article VI, the parties shall not be required to effect the Closing until the earlier of (i) a date during the Marketing Period specified by Parent on no less than three Business Days’ notice to the Company shall cause and (ii) the Merger to be consummated by filing all necessary documentation, including an appropriate articles of merger in form and substance reasonably acceptable to Parent (the “Articles of Merger”), with the Secretary of State final day of the Commonwealth of Massachusetts as provided in the relevant provisions of the MBCAMarketing Period. The Merger shall become effective at date on which the time that the Articles of Merger are duly submitted for filing with, and approved for filing by, the Secretary of State of the Commonwealth of Massachusetts, or such later time as is agreed upon by the parties hereto and specified in the Articles of Merger. The time when the Merger becomes effective Closing actually occurs is hereinafter referred to as the “Effective TimeClosing Date.”

The Merger. (a) Subject to Upon the terms and subject to the ---------- conditions of this Agreement, at the Closing (as such term is defined in Section 3.11), a certificate of merger (the "Certificate of Merger") shall be duly --------------------- prepared, executed and acknowledged by Sub and the Company in accordance with the 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 by Parent and the Company). The date and time when the Merger shall become effective is hereinafter referred to as the "Effective Time." -------------- (b) At the Effective Time, (i) Merger Sub shall be merged with and into the Company in accordance with and the provisions separate corporate existence of the MBCASub shall cease, and the separate existence of Merger Sub shall cease and (ii) the Company shall be continue as the surviving entity in corporation under the Merger laws of the State of Delaware under the name of "Wang Global Corporation" (the “"Surviving --------- Corporation”"). (c) From and shall continue its existence under after the MBCA. The Effective Time, the Merger shall have the effects set forth in this Agreement and the applicable provisions Section 259(a) of the MBCA. Without limiting the generality of the foregoing, and subject theretoDelaware General Corporation Law. (d) If, at any time after the Effective Time, (A) all the Surviving Corporation shall consider or be advised that any deeds, bills of 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 rights, privileges properties, privileges, franchises or assets of either of its constituent corporations acquired or to be acquired by the Surviving Corporation as a result of, or in connection with, the Merger, or otherwise to effect the transactions contemplated by this Agreement, the officers and powers directors of the Surviving Corporation shall be authorized to execute and deliver, in the name and on behalf of either of the constituent corporations of the Merger, all 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 may be necessary or desirable to vest, perfect or confirm any and all propertyright, realtitle and interest in, personal to and mixedunder such rights, and all debts due to Merger Sub and the Companyproperties, as well as all other things and causes of action belonging to Merger Sub and the Companyprivileges, shall be vested franchises or assets in the Surviving Corporation and shall thereafter be or otherwise to carry out the property intent of the Surviving Corporation and (B) all debts, liabilities and duties of Merger Sub and the Company shall attach to the Surviving Corporation and may be enforced against it to the same extent as if said debts, liabilities and duties had been incurred or contracted by itthis Agreement. (b) At the Closing, Parent, Merger Sub and the Company shall cause the Merger to be consummated by filing all necessary documentation, including an appropriate articles of merger in form and substance reasonably acceptable to Parent (the “Articles of Merger”), with the Secretary of State of the Commonwealth of Massachusetts as provided in the relevant provisions of the MBCA. The Merger shall become effective at the time that the Articles of Merger are duly submitted for filing with, and approved for filing by, the Secretary of State of the Commonwealth of Massachusetts, or such later time as is agreed upon by the parties hereto and specified in the Articles of Merger. The time when the Merger becomes effective is hereinafter referred to as the “Effective Time.”

The Merger. (a) Subject to Upon the terms and subject to the conditions of this Agreementset forth herein, at the Effective Time, (i) Merger Sub shall be merged (the “Merger”) with and into the Company in accordance with the provisions of the MBCADGCL, and whereupon the separate existence of Merger Sub shall cease and (ii) the Company shall be the surviving entity in the Merger corporation (the “Surviving Corporation”). The Merger shall be governed by Section 251(h) of the DGCL and shall be effected as soon as practicable following the Acceptance Time without a vote on the adoption of this Agreement by the stockholders of the Company. The parties shall take all necessary action to cause the Merger to become effective as soon as practicable following the Acceptance Time without a vote of the stockholders of the Company, as provided in Section 251(h) of the DGCL. (b) Subject to the provisions of Article 10, the closing of the Merger (the “Closing”) shall take place: (i) by electronic exchange of signatures and documents, as soon as possible (but in any event no later than three Business Days) after the first date on which all of the conditions set forth in Article 10 (other than conditions that by their nature are to be satisfied at the Closing (so long as such conditions are reasonably capable of being satisfied), but subject to the satisfaction or, to the extent permissible, waiver of those conditions at the Closing) have been satisfied or, to the extent permissible, waived by the party or parties entitled to the benefit of such conditions; or (ii) at such other place or time or on such other date as Parent and the Company may mutually agree in writing. The date on which the Closing occurs is referred to in this Agreement as the “Closing Date.” (c) At the Closing, the Company and Merger Sub shall file a certificate of merger with respect to the Merger with the Secretary of State of the State of Delaware in accordance with the DGCL (the “Certificate of Merger”) and shall continue its existence under make all other filings or recordings required by the MBCADGCL in connection with the Merger. The Merger shall become effective at such time (the “Effective Time”) as the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware (or at such later time as may be agreed by the parties in writing and specified in the Certificate of Merger). (d) The Merger shall have the effects set forth in this Agreement Agreement, the Certificate of Merger and the applicable provisions of the MBCADGCL. Without limiting the generality of the foregoing, From and subject thereto, at after the Effective Time, (A) all rights, privileges and powers and all property, real, personal and mixed, and all debts due to Merger Sub and the Company, as well as all other things and causes of action belonging to Merger Sub and the Company, shall be vested in the Surviving Corporation shall possess all the properties, rights, powers, privileges, immunities, licenses, franchises and shall thereafter authority and be the property subject to all of the Surviving Corporation obligations, liabilities, restrictions and (B) disabilities of the Company and Merger Sub, all debts, liabilities and duties of Merger Sub as provided under this Agreement and the Company shall attach to the Surviving Corporation and may be enforced against it to the same extent as if said debts, liabilities and duties had been incurred or contracted by itDGCL. (b) At the Closing, Parent, Merger Sub and the Company shall cause the Merger to be consummated by filing all necessary documentation, including an appropriate articles of merger in form and substance reasonably acceptable to Parent (the “Articles of Merger”), with the Secretary of State of the Commonwealth of Massachusetts as provided in the relevant provisions of the MBCA. The Merger shall become effective at the time that the Articles of Merger are duly submitted for filing with, and approved for filing by, the Secretary of State of the Commonwealth of Massachusetts, or such later time as is agreed upon by the parties hereto and specified in the Articles of Merger. The time when the Merger becomes effective is hereinafter referred to as the “Effective Time.”

The Merger. (a) Subject to the terms Section 2.01(e) and conditions of this AgreementSection 2.01(f), at the Effective Time, (i) Merger Sub the Company shall be merged (the "MERGER") with and into the Company Merger Subsidiary in accordance with the provisions of the MBCADelaware Law, and whereupon the separate existence of Merger Sub shall cease and (ii) the Company shall cease, and Merger Subsidiary shall be the surviving entity in the Merger corporation (the “Surviving Corporation”) and shall continue its existence under the MBCA. The Merger shall have the effects set forth in this Agreement and the applicable provisions of the MBCA. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, (A) all rights, privileges and powers and all property, real, personal and mixed, and all debts due to Merger Sub and the Company, as well as all other things and causes of action belonging to Merger Sub and the Company, shall be vested in the Surviving Corporation and shall thereafter be the property of the Surviving Corporation and (B) all debts, liabilities and duties of Merger Sub and the Company shall attach to the Surviving Corporation and may be enforced against it to the same extent as if said debts, liabilities and duties had been incurred or contracted by it"SURVIVING CORPORATION"). (b) At As soon as practicable after satisfaction or, to the Closingextent permitted hereunder, Parentwaiver of all conditions to the Merger, Merger Sub and the Company shall cause the and Merger to be consummated by filing all necessary documentation, including an appropriate articles Subsidiary will file a certificate of merger in form and substance reasonably acceptable to Parent (the “Articles of Merger”), with the Delaware Secretary of State of and make all other filings or recordings required by Delaware Law in connection with the Commonwealth of Massachusetts as provided in the relevant provisions of the MBCAMerger. The Merger shall become effective at such time (the time that "EFFECTIVE TIME") as the Articles certificate of Merger are merger is duly submitted for filing with, and approved for filing by, filed with the Delaware Secretary of State of the Commonwealth of Massachusetts, or at such later time as is agreed upon by the parties hereto and specified in the Articles certificate of Merger. merger. (c) From and after the Effective Time, the Surviving Corporation shall possess all the rights, powers, privileges and franchises and be subject to all of the obligations, liabilities, restrictions and disabilities of the Company and Merger Subsidiary, all as provided under Delaware Law. (d) The time when closing of the Merger becomes effective shall take place (i) at the offices of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇, as soon as practicable, but in any event within three business days after the day on which the last to be fulfilled or waived of the conditions set forth in Article 9 (other than those conditions that by their nature are to be fulfilled at the closing, but subject to the fulfillment or waiver of such conditions) shall be fulfilled or waived in accordance with this Agreement or (ii) at such other place and time or on such other date as the Company and Parent may agree in writing. (e) If (A) on the last trading day prior to the date upon which this Agreement shall have been approved and adopted by the stockholders of the Company in accordance with Delaware Law (or if the Effective Time does not occur on such date, the date prior to the date upon which the Effective Time occurs), the fair market value, based on the volume weighted average per share sales price of the Parent Stock on that day on the NYSE, of all shares of Parent Stock to be delivered in connection with the Merger (the "TOTAL STOCK VALUE") is hereinafter less than 40% of the sum of (i) the sum of the Maximum Cash Shares and Dissenting Shares, multiplied by the Cash Consideration, (ii) the amount of cash paid by Parent to acquire Shares within the two year period prior to the date of the Merger and (iii) the Total Stock Value (such sum being referred to as the “Effective Time.”"TOTAL CONSIDERATION") or (B) the conditions in Sections 9.02(b) and 9.03

The Merger. (a) Subject to On the terms and subject to the satisfaction or waiver of the conditions of set forth in this Agreement, and in accordance with the DGCL, at the Effective Time, (i) Merger Sub Subsidiary shall be merged with and into the Company in accordance with the provisions of the MBCAMerger, and whereupon, the separate existence of Merger Sub Subsidiary shall cease and (ii) the Company shall be the surviving entity in corporation of the Merger (the “Surviving Corporation”) and shall continue its corporate existence under the MBCAlaws of the State of Delaware as a direct or indirect wholly-owned subsidiary of Parent. (b) Subject to the provisions of Article 9, the closing of the Merger (the “Closing”) shall take place at the offices of Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ Chicago, Illinois 60606 at 9:00 a.m. New York City time, on the date specified by the parties hereto, but in any event no later than the third (3rd) Business Day 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, waiver of those conditions at the Closing by the party or parties entitled to the benefit of such conditions) have been satisfied or, to the extent permissible, 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 consistent with the DGCL (the date on which the Closing occurs, the “Closing Date”). (c) At the Closing, the Company and Merger Subsidiary shall file a certificate of merger with the Secretary of State of the State of Delaware and make all other filings or recordings required by the DGCL in connection with the Merger. The Merger shall become effective at such time (the “Effective Time”) as the certificate of merger is duly filed with the Secretary of State of the State of Delaware (or at such later date and time as may be specified in the certificate of merger). (d) From and after the Effective Time, the Merger shall have the effects set forth in this Agreement and the applicable provisions Section 259 of the MBCA. Without limiting the generality of the foregoing, DGCL and subject thereto, at the Effective Time, (A) all rights, privileges and powers and all property, real, personal and mixed, and all debts due to Merger Sub and the Company, as well as all other things and causes of action belonging to Merger Sub and the Company, shall be vested in the Surviving Corporation and shall thereafter be the property of the Surviving Corporation and (B) all debts, liabilities and duties of Merger Sub and the Company shall attach to the Surviving Corporation and may be enforced against it to the same extent as if said debts, liabilities and duties had been incurred or contracted by itthis Agreement. (b) At the Closing, Parent, Merger Sub and the Company shall cause the Merger to be consummated by filing all necessary documentation, including an appropriate articles of merger in form and substance reasonably acceptable to Parent (the “Articles of Merger”), with the Secretary of State of the Commonwealth of Massachusetts as provided in the relevant provisions of the MBCA. The Merger shall become effective at the time that the Articles of Merger are duly submitted for filing with, and approved for filing by, the Secretary of State of the Commonwealth of Massachusetts, or such later time as is agreed upon by the parties hereto and specified in the Articles of Merger. The time when the Merger becomes effective is hereinafter referred to as the “Effective Time.”

The Merger. (a) Subject to the terms and conditions of this Agreement, at the Effective Time, (i) Merger Sub Subsidiary shall be merged (the "Merger") with and into the Company in accordance with the provisions Pennsylvania Business Corporation Law of 1988, as amended (the MBCA"PBCL"), and whereupon the separate existence of Merger Sub Subsidiary shall cease cease, and (ii) the Company shall be the surviving entity corporation. 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 “Surviving Corporation”"Effective Time"). (c) From and shall continue its existence under after the MBCA. The Effective Time, the Merger shall have the effects set forth in this Agreement Agreement, the Articles of Merger and the applicable provisions of the MBCAPBCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, (A) all rights, privileges and powers and all property, real, personal and mixed, and all debts due franchises of the Company and Merger Subsidiary shall transfer to Merger Sub and the Company, as well as all other things and causes of action belonging to Merger Sub and the Company, shall be vested vest in the Surviving Corporation Corporation, and shall thereafter be the property of the Surviving Corporation and (B) all debts, liabilities and duties of the Company and Merger Sub Subsidiary shall be transferred to and vested in the Surviving Corporation. (d) The closing of the Merger (the "Closing") shall take place (i) at the offices of Stroock & Stroock & ▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ at 10:00 A.M., New York City time, no later than the second business day after the last of the conditions set forth in Article IX hereof shall be satisfied or waived in accordance with this Agreement, or (ii) at such other place, time and date as Parent, Merger Subsidiary and the Company shall attach to the Surviving Corporation and may be enforced against it to the same extent as if said debts, liabilities and duties had been incurred or contracted by itagree. (b) At the Closing, Parent, Merger Sub and the Company shall cause the Merger to be consummated by filing all necessary documentation, including an appropriate articles of merger in form and substance reasonably acceptable to Parent (the “Articles of Merger”), with the Secretary of State of the Commonwealth of Massachusetts as provided in the relevant provisions of the MBCA. The Merger shall become effective at the time that the Articles of Merger are duly submitted for filing with, and approved for filing by, the Secretary of State of the Commonwealth of Massachusetts, or such later time as is agreed upon by the parties hereto and specified in the Articles of Merger. The time when the Merger becomes effective is hereinafter referred to as the “Effective Time.”

The Merger. (a) Subject to the terms and conditions of this Agreement, at At the Effective Time, (i) Merger Sub shall be merged will merge with and into the Company (the “Merger”) in accordance with the provisions of the MBCADGCL, and whereupon the separate existence of Merger Sub shall cease will cease, and (ii) the Company shall will be the surviving entity in the Merger corporation as a wholly owned Subsidiary of Parent (the “Surviving Corporation”) and shall continue its existence under the MBCA. The Merger shall have the effects set forth in this Agreement and the applicable provisions of the MBCA. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, (A) all rights, privileges and powers and all property, real, personal and mixed, and all debts due to Merger Sub and the Company, as well as all other things and causes of action belonging to Merger Sub and the Company, shall be vested in the Surviving Corporation and shall thereafter be the property of the Surviving Corporation and (B) all debts, liabilities and duties of Merger Sub and the Company shall attach to the Surviving Corporation and may be enforced against it to the same extent as if said debts, liabilities and duties had been incurred or contracted by it). (b) Subject to the provisions of ‎Article 9, the closing of the Merger (the “Closing”) will take place in New York City at the offices of D▇▇▇▇ ▇▇▇▇ & W▇▇▇▇▇▇▇ LLP, 4▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ or through the electronic exchange of the applicable documents, using PDFs or electronic signatures as soon as possible, but in any event (i) no later than three Business Days after the date the last of 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, waiver of those conditions at the Closing) has been satisfied or, to the extent permissible, 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; provided that, if the Marketing Period has not ended at the time of the satisfaction or waiver of the last of 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, waiver of those conditions at the Closing), the Closing shall take place on the earlier to occur of (x) any Business Day before or during the Marketing Period as may be specified by Parent on no fewer than three Business Days’ written notice to the Company and (y) the third Business Day immediately following the final day of the Marketing Period (subject, in each case, to the satisfaction or, to the extent permissible, waiver of all of the conditions set forth in ‎Article 9 as of the date determined pursuant to this proviso (other than conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or, to the extent permissible, waiver of those conditions at the Closing)) or (ii) such other time or on such other date as Parent and the Company may mutually agree in writing. The date on which the Closing actually occurs is referred to herein as the “Closing Date.” (c) At the Closing, Parent, the Company and Merger Sub and the Company shall cause the Merger to be consummated by filing all necessary documentation, including an appropriate articles file a certificate of merger in form and substance reasonably acceptable to Parent (the “Articles Certificate of Merger”), ) with the Delaware Secretary of State of and make all other filings or recordings required by the Commonwealth of Massachusetts as provided DGCL in connection with the relevant provisions of the MBCAMerger. The Merger shall will become effective at such time as the time that Certificate of M▇▇▇▇▇ is duly filed with the Articles of Merger are duly submitted for filing with, and approved for filing by, the Delaware Secretary of State of the Commonwealth of Massachusetts, (or at such later time as is agreed upon by the parties hereto and may be specified in the Articles Certificate of Merger. The time when the Merger becomes effective is hereinafter referred to as ) (the “Effective Time”).” (d) From and after the Effective Time, the Surviving Corporation will possess all the rights, powers, privileges and franchises and be subject to all of the obligations, liabilities, restrictions and disabilities of the Company and Merger Sub, all as provided under the DGCL.

The Merger. (ai) Subject to Upon the terms and subject to satisfaction or waiver (subject to applicable Law) of the conditions of set forth in this Agreement, and in accordance with the Maryland General Corporation Law (the “MGCL”), at the Effective Time, (i) Merger Sub Parkway shall be merged with and into Merger Sub (the Company in accordance with the provisions “Merger”). As a result of the MBCAMerger, and the separate existence of Parkway shall cease, and Merger Sub shall cease and (ii) the Company shall be continue as the surviving entity in corporation of the Merger (the “Surviving Corporation”) and shall continue a wholly owned subsidiary of Cousins, with its existence under the MBCA. corporate name changed to “Cousins Properties Sub, Inc.” The Merger shall will have the effects set forth provided in this Agreement and the applicable provisions of the MBCA. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, (A) all rights, privileges and powers and all property, real, personal and mixed, and all debts due to Merger Sub and the Company, as well as all other things and causes of action belonging to Merger Sub and the Company, shall be vested set forth in the Surviving Corporation and shall thereafter be the property of the Surviving Corporation and (B) all debts, liabilities and duties of Merger Sub and the Company shall attach to the Surviving Corporation and may be enforced against it to the same extent as if said debts, liabilities and duties had been incurred or contracted by itMGCL. (bii) At the Closing, Parent, Merger Sub and the Company The parties shall cause the Merger to be consummated by filing all necessary documentation, including an appropriate as soon as practicable on the Closing Date articles of merger in form and substance reasonably acceptable to Parent for the Merger (the “Articles of Merger”) with the State Department of Assessment and Taxation of the State of Maryland (“SDAT”), in such form as required by, and executed in accordance with the Secretary of State of the Commonwealth of Massachusetts as provided in the relevant provisions of of, the MBCAMGCL. The Merger shall become effective at before the open of business on the first (1st) Business Day following the Closing Date, with such date and time that specified in Table of Contents the Articles of Merger, or on such other date and time (not to exceed thirty (30) days from the date the Articles of Merger are duly submitted accepted for filing with, record) as shall be agreed to by Parkway and approved for filing by, the Secretary of State of the Commonwealth of Massachusetts, or such later time as is agreed upon by the parties hereto Cousins and specified in the Articles of Merger. The Merger (the date and time when the Merger becomes effective is hereinafter referred to as being the “Effective Time”).”

The Merger. (a) Subject to the terms and conditions of this Agreement, at At the Effective Time, (i) Merger Sub shall be merged merge (the “Merger”) with and into the Company in accordance with the provisions of the MBCADGCL, and whereupon, the separate existence of Merger Sub shall cease and (ii) the Company shall be the surviving entity in the Merger corporation as a wholly owned Subsidiary of Parent (the “Surviving Corporation”) and shall continue its existence under the MBCA. The Merger shall have the effects set forth in this Agreement and the applicable provisions of the MBCA. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, (A) all rights, privileges and powers and all property, real, personal and mixed, and all debts due to Merger Sub and the Company, as well as all other things and causes of action belonging to Merger Sub and the Company, shall be vested in the Surviving Corporation and shall thereafter be the property of the Surviving Corporation and (B) all debts, liabilities and duties of Merger Sub and the Company shall attach to the Surviving Corporation and may be enforced against it to the same extent as if said debts, liabilities and duties had been incurred or contracted by it). (b) Subject to the provisions of Article 9, the closing of the Merger (the “Closing”) shall take place via the electronic exchange of documents and signature pages no later than 10:00 a.m., New York City time, on the date that is three (3) 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, written waiver of such conditions at the Closing) have been satisfied or, to the extent permissible, waived in writing by the party or parties entitled to the benefit of such conditions, or at such other time or on such other date as Parent and the Company may mutually agree. The date on which the Closing occurs is referred to in this Agreement as the “Closing Date.” (c) At the Closing, Parent, the Company and Merger Sub and the Company shall cause the Merger to be consummated by filing all necessary documentation, including an appropriate articles file a certificate of merger in form and substance reasonably acceptable to Parent (the “Articles of Merger”), with the Delaware Secretary of State of and make all other filings or recordings required by the Commonwealth of Massachusetts as provided DGCL in connection with the relevant provisions of the MBCAMerger. The Merger shall become effective at such time (the time that “Effective Time”) as the Articles certificate of Merger are merger is duly submitted for filing with, and approved for filing by, filed with the Delaware Secretary of State of the Commonwealth of Massachusetts, (or at such later time as is agreed upon by the parties hereto and may be specified in the Articles certificate of Merger. The time when merger). (d) From and after the Merger becomes effective is hereinafter referred to as the “Effective Time, the Surviving Corporation shall possess all the rights, powers, privileges and franchises and be subject to all of the obligations, Liabilities, restrictions and disabilities of the Company and Merger Sub, all as provided under the DGCL.”

The Merger. (a) Subject to the terms and conditions provisions of this AgreementAgreement and the Articles of Merger substantially in the form of Exhibit 1.1 attached hereto (the "ARTICLES OF MERGER"), at upon the Effective Time, (i) filing of the Articles of Merger Sub in connection with the Closing the Company shall be merged with and into the Company Sub in accordance with the provisions of the MBCA, Delaware General Corporation Law and the separate law of the jurisdiction of incorporation of the Sub (collectively, "MERGER LAW"), whereupon the existence of Merger Sub the Company shall cease and (ii) the Company Sub shall be the surviving entity in the Merger corporation (the “Surviving Corporation”) and shall continue its existence under the MBCA. The Merger shall have the effects set forth in this Agreement and the applicable provisions of the MBCA. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, (A) all rights, privileges and powers and all property, real, personal and mixed, and all debts due to Merger Sub and the Company, as well as all other things and causes of action belonging to Merger Sub and the Company, shall be vested in the Surviving Corporation and shall thereafter be the property of the Surviving Corporation and (B) all debts, liabilities and duties of Merger Sub and the Company shall attach are sometimes herein referred to as the Surviving Corporation "MERGING COMPANIES" and may be enforced against it the Sub after the Merger is sometimes herein referred to as the same extent as if said debts, liabilities and duties had been incurred or contracted by it"SURVIVING COMPANY"). (b) At As soon as practicable after satisfaction of, or, to the Closingextent permitted hereunder, Parentwaiver of all conditions to the Merger, Merger Sub the Merging Companies shall execute and file the Company shall cause the Merger to be consummated by filing all necessary documentation, including an appropriate articles of merger in form and substance reasonably acceptable to Parent (the “Articles of Merger”), Merger with the Secretary of State of the Commonwealth State of Massachusetts as provided Delaware in accordance with the relevant provisions of Merger Law, and shall otherwise make all other filings or recordings required by the MBCAMerger Law in connection with the Merger. The Merger shall become effective at the such date and time that as the Articles of Merger are duly submitted for filing filed with, and approved for filing accepted by, the Secretary of State of the Commonwealth State of MassachusettsDelaware (the "EFFECTIVE TIME"). (c) At the Effective Time, or such later time the separate existence of the Company shall cease and the Company shall be merged with and into the Sub and the Sub shall be the Surviving Company, whose name thereafter shall be as is agreed upon designated by Buyer. (d) From and after the parties hereto and specified in Effective Time: (i) the Articles of Merger. The time when Incorporation and the Bylaws of the Sub, both as in effect immediately prior to the Effective Time, shall be the Articles of Incorporation and the Bylaws of the Surviving Company, until thereafter amended in accordance with applicable law; (ii) the directors of the Sub at the Effective Time shall become the directors of the Surviving Company, until their respective successors are duly elected or appointed and qualified in accordance with applicable law; and (iii) the officers of the Sub at the Effective Time shall become the initial officers of the Surviving Company, to serve at the pleasure of the boards of directors of the Surviving Company. (1) At the Effective Time, by virtue of the Merger becomes effective is hereinafter referred and the applicable provisions of the Merger Law and without any further action on the part of the Merging Companies or on the part of the Company's shareholders: (i) each share of common stock of the Sub 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 Surviving Company; and (ii) all of the Shares shall, automatically and without any action on the part of the Sellers, cease to be outstanding and shall be converted into the right to receive the Merger Consideration (as defined in Section 1.2(a) below) in accordance with the “Effective Timeprovisions of said Section 1.”

The Merger. (a) Subject to the terms and conditions of this Agreement, at At the Effective Time, (i) Merger Sub Subsidiary shall be merged (the “Merger”) with and into the Company in accordance with the provisions of NJBCA and the MBCADGCL, and whereupon the separate existence of Merger Sub Subsidiary shall cease cease, and (ii) the Company shall be the surviving entity in the Merger corporation (the “Surviving Corporation”) and shall continue its existence under the MBCA. The Merger shall have the effects set forth in this Agreement and the applicable provisions of the MBCA. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, (A) all rights, privileges and powers and all property, real, personal and mixed, and all debts due to Merger Sub and the Company, as well as all other things and causes of action belonging to Merger Sub and the Company, shall be vested in the Surviving Corporation and shall thereafter be the property of the Surviving Corporation and (B) all debts, liabilities and duties of Merger Sub and the Company shall attach to the Surviving Corporation and may be enforced against it to the same extent as if said debts, liabilities and duties had been incurred or contracted by it). (b) The closing of the Merger (the “Closing”) shall take place in New York City at the offices of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ as soon as possible, but in any event no later than two Business Days after the date the conditions set forth in ARTICLE 8 (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 by the party or parties entitled to the benefit thereof 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 or time as Parent and the Company may mutually agree (the date on which the Closing occurs, the “Closing Date”). (c) At the Closing, Parent, Merger Sub and the Company and Merger Subsidiary shall cause the Merger to be consummated by filing all necessary documentation, including an appropriate articles (a) file a certificate of merger in form with (i) the Department of Treasury of the State of New Jersey and substance reasonably acceptable to Parent (ii) the “Articles of Merger”), with the Delaware Secretary of State of and (b) make all other filings or recordings required by the Commonwealth of Massachusetts NJBCA or the DGCL in connection with the Merger in such form as provided in required by the relevant provisions of NJBCA or the MBCADGCL, as applicable. The Merger shall become effective at such time (the time that the Articles “Effective Time”) as such certificates of Merger merger are duly submitted for filing with, filed with the Department of Treasury of the State of New Jersey and approved for filing by, the Delaware Secretary of State of the Commonwealth of Massachusetts, (or at such later time as is agreed upon by the parties hereto and may be specified in such certificates of merger). (d) The Merger shall have the Articles of Merger. The time when effects specified in this Agreement and the Merger becomes effective is hereinafter referred to as NJBCA, including Section 14A:10-6 thereof, and the “Effective TimeDGCL.”

The Merger. (a) Subject to Upon the terms and subject to the satisfaction or waiver (to the extent permitted by applicable Law) of the conditions set forth in Article VI (other than those conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction or waiver (to the extent permitted by applicable Law) of this Agreementsuch conditions at the Closing), at the Effective Time, (i) Merger Sub Subsidiary shall be merged with and into the Company in accordance with the provisions of Delaware General Corporation Law (the MBCA, and “DGCL”) whereupon the separate existence of Merger Sub Subsidiary shall cease cease, and (ii) the Company shall be the surviving entity in the Merger corporation (the “Surviving Corporation”) and shall continue its existence under the MBCA. The Merger shall have the effects set forth in this Agreement and the applicable provisions as a wholly owned indirect Subsidiary of the MBCA. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, (A) all rights, privileges and powers and all property, real, personal and mixed, and all debts due to Merger Sub and the Company, as well as all other things and causes of action belonging to Merger Sub and the Company, shall be vested in the Surviving Corporation and shall thereafter be the property of the Surviving Corporation and (B) all debts, liabilities and duties of Merger Sub and the Company shall attach to the Surviving Corporation and may be enforced against it to the same extent as if said debts, liabilities and duties had been incurred or contracted by itParent. (b) The consummation of the Merger shall take place at a closing (the “Closing”) to be held remotely via electronic transmission of related documentation or similar means, on a date and at a time to be agreed upon by Parent and the Company, which date shall be no later than the third (3rd) Business Day after the satisfaction or waiver (to the extent permitted by applicable Law) of the conditions set forth in Article VI (other than those conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction or waiver (to the extent permitted by applicable Law) of such conditions at the Closing), or at such other location, date and time as Parent and the Company shall mutually agree upon in writing. The date upon which the Closing shall actually occur pursuant hereto is referred to herein as the “Closing Date.” (c) At the Closing, Parent, Merger Sub and the Company shall cause the Merger to be consummated by filing all necessary documentation, including an appropriate articles file a certificate of merger in requisite and customary form and substance reasonably acceptable to Parent (the “Articles of Merger”), with the Secretary of State of the Commonwealth State of Massachusetts as provided Delaware and make all other filings or recordings required by the DGCL in connection with the relevant provisions of the MBCAMerger. The Merger shall become effective at such time as the time that the Articles certificate of Merger are merger is duly submitted for filing with, and approved for filing by, filed with the Secretary of State of the Commonwealth State of Massachusetts, Delaware (or at such later time as is may be mutually agreed upon to by the parties hereto and as specified in the Articles certificate of Merger. The merger) (the time when as of which the Merger becomes effective is hereinafter referred to as effective, the “Effective Time”).” (d) From and after the Effective Time, the Surviving Corporation shall possess all the rights, powers, privileges and franchises and be subject to all of the obligations, liabilities, restrictions and disabilities of the Company and Merger Subsidiary, all as provided under the DGCL.

The Merger. (a) Subject to Upon the terms and subject to the conditions of set forth in this Agreement, at and in accordance with the Effective TimeUBCA and the DGCL, (i) ASI Merger Sub shall be merged with and into ASI (the Company in accordance with the provisions of the MBCA, and the separate existence of Merger Sub shall cease "ASI MERGER") and (ii) the Company ASC Merger Sub shall be merged with and into ASC (individually, the "ASC MERGER" and collectively, with the ASI Merger, the "MERGERS"). Following the ASI Merger, the separate corporate existence of the ASI Merger Sub shall cease, and ASI shall continue as the surviving entity in corporation of the ASI Merger under the name "AutoSimulations, Inc." (the “"ASI SURVIVING CORPORATION"). Following the ASC Merger, the separate corporate existence of the ASC Merger Sub shall cease, and ASC shall continue as the surviving corporation of the ASC Merger under the name "Auto-Soft Corporation" (individually, the "ASC SURVIVING CORPORATION" and collectively with ASI Surviving Corporation”) and shall continue its existence under , the MBCA. The Merger shall have the effects set forth in this Agreement and the applicable provisions of the MBCA. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, (A) all rights, privileges and powers and all property, real, personal and mixed, and all debts due to Merger Sub and the Company, as well as all other things and causes of action belonging to Merger Sub and the Company, shall be vested in the Surviving Corporation and shall thereafter be the property of the Surviving Corporation and (B) all debts, liabilities and duties of Merger Sub and the Company shall attach to the Surviving Corporation and may be enforced against it to the same extent as if said debts, liabilities and duties had been incurred or contracted by it"SURVIVING CORPORATIONS"). (b) At the Closing, Parent, Merger Sub Unless this Agreement shall have been terminated and the Company transactions herein contemplated shall cause have been abandoned pursuant to Article 11, the Merger to be consummated by filing all necessary documentation, including an appropriate articles closing of merger the transactions provided for in form and substance reasonably acceptable to Parent this Agreement (the “Articles "Closing") shall be held at the offices of Merger”)Brown, with Rudnick, Freed & Gesmer, One ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇ promptly as practicable (and in any event within two business days) after the Secretary of State satisfaction or waiver of the Commonwealth conditions set forth in Sections 8 and 9 of Massachusetts this agreement or at such other place, date and time as provided in the relevant provisions may be fixed by mutual agreement of the MBCAparties (the "Closing Date"); provided, however, that in no event shall the Closing Date be extended beyond March 31, 2000. The Merger shall become effective at the time that the Articles -------------------------------------------------------------------------------- -10- Agreement and Plan of Merger are duly submitted for filing with, and approved for filing by, the Secretary of State of the Commonwealth of Massachusetts, or such later time as is agreed upon by the parties hereto and specified in the Articles of Merger. The time when the Merger becomes effective is hereinafter referred to as the “Effective Time.”Execution Copy 15

The Merger. (a) Subject to Upon the terms and subject to the conditions of set forth in this Agreement, at the Effective Time, (i) Merger Sub Subsidiary shall be merged (the “Merger”) with and into the Company in accordance with the provisions of the MBCADelaware Law, and whereupon the separate existence of Merger Sub Subsidiary shall cease cease, and (ii) the Company shall be the surviving entity in the Merger corporation (the “Surviving Corporation”) and shall continue its existence under the MBCA. The Merger shall have the effects set forth in this Agreement and the applicable provisions of the MBCA. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, (A) all rights, privileges and powers and all property, real, personal and mixed, and all debts due to Merger Sub and the Company, as well as all other things and causes of action belonging to Merger Sub and the Company, shall be vested in the Surviving Corporation and shall thereafter be the property of the Surviving Corporation and (B) all debts, liabilities and duties of Merger Sub and the Company shall attach to the Surviving Corporation and may be enforced against it to the same extent as if said debts, liabilities and duties had been incurred or contracted by it). (b) Subject to the provisions of Article 8, the closing of the Merger (the “Closing”) shall take place in New York, New York at the offices of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ as soon as possible, but in any event no later than two (2) Business Days after the date on which the conditions set forth in Article 8 (other than conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or, to the extent permissible, waiver of those conditions at the Closing) have been satisfied or, to the extent permissible, 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. The date on which the Closing actually occurs is referred to in this Agreement as the “Closing Date”. (c) At the Closing, Parent, Merger Sub and the Company and Merger Subsidiary shall cause the Merger to be consummated by filing all necessary documentation, including an appropriate articles file a certificate of merger in customary form and substance reasonably acceptable to Parent (the “Articles of Merger”), with the Delaware Secretary of State of in accordance with the Commonwealth of Massachusetts as provided in the relevant applicable provisions of Delaware Law and make all other filings or recordings required by Delaware Law in connection with the MBCAMerger. The Merger shall become effective at such time (the time that “Effective Time”) as the Articles certificate of Merger are merger is duly submitted filed with and accepted for filing with, and approved for filing by, record by the Delaware Secretary of State of the Commonwealth of Massachusetts, (or such later time as is may be mutually agreed upon by Parent, Merger Subsidiary and the parties hereto Company and specified in the Articles certificate of Merger. merger). (d) From and after the Effective Time, the Surviving Corporation shall possess all the rights, powers, privileges and franchises and be subject to all of the obligations, liabilities, restrictions and disabilities of the Company and Merger Subsidiary, all as provided under Delaware Law. (e) The time when certificate of incorporation of the Merger becomes effective is hereinafter referred to as Subsidiary in effect at the “Effective Time shall be the certificate of incorporation of the Surviving Corporation until amended in accordance with Applicable Law. (f) The bylaws of the Merger Subsidiary in effect at the Effective Time shall be the bylaws of the Surviving Corporation until amended in accordance with Applicable Law. (g) From and after the Effective Time, until successors are duly elected or appointed and qualified in accordance with Applicable Law, (i) the directors of Merger Subsidiary at the Effective Time shall be the directors of the Surviving Corporation and (ii) the officers of the Company at the Effective Time shall be the officers of the Surviving Corporation.”

The Merger. (a) Subject to the terms and conditions of this Agreement, at the Effective Time, (i) Merger Sub Subsidiary shall be merged (the "MERGER") with and into the Company in accordance with the provisions of the MBCADelaware Law, and whereupon the separate existence of Merger Sub Subsidiary shall cease cease, and (ii) the Company shall be the surviving entity in the Merger corporation (the “Surviving Corporation”) and shall continue its existence under the MBCA. The Merger shall have the effects set forth in this Agreement and the applicable provisions of the MBCA. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, (A) all rights, privileges and powers and all property, real, personal and mixed, and all debts due to Merger Sub and the Company, as well as all other things and causes of action belonging to Merger Sub and the Company, shall be vested in the Surviving Corporation and shall thereafter be the property of the Surviving Corporation and (B) all debts, liabilities and duties of Merger Sub and the Company shall attach to the Surviving Corporation and may be enforced against it to the same extent as if said debts, liabilities and duties had been incurred or contracted by it"SURVIVING CORPORATION"). (b) At As soon as practicable, but in no event later than three (3) Business Days following the satisfaction or, to the extent permitted hereunder, waiver of all conditions to the Merger set forth in Article 9 (other than delivery of items to be delivered at the Closing and other than satisfaction of those conditions that by their nature are to be satisfied at the Closing, Parent, Merger Sub it being understood that the occurrence of the Closing shall remain subject to the delivery of such items and the satisfaction or waiver of such conditions at the Closing), the Company and Merger Subsidiary shall cause the Merger to be consummated by filing all necessary documentation, including an appropriate articles file a certificate of merger in form and substance reasonably acceptable to Parent (the “Articles of Merger”), with the Delaware Secretary of State of and make all other filings or recordings required by Delaware Law in connection with the Commonwealth of Massachusetts as provided in the relevant provisions of the MBCAMerger. The Merger shall become effective at such time (the time that "EFFECTIVE TIME") as the Articles certificate of Merger are merger is duly submitted for filing with, and approved for filing by, filed with the Delaware Secretary of State of the Commonwealth of Massachusetts, (or at such later time as is agreed upon by the parties hereto and may be specified in the Articles certificate of Mergermerger). The time when closing of the Merger becomes effective shall take place at 11:00 a.m. on the date of the Effective Time at the offices of O'Melveny & ▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, unless another time, date and/or place is hereinafter referred agreed to as in writing by Merger Subsidiary and the “Company. (c) From and after the Effective Time, the Surviving Corporation shall possess all the rights, powers, privileges and franchises and be subject to all of the obligations, liabilities, restrictions and disabilities of the Company and Merger Subsidiary, all as provided under Delaware Law.”

The Merger. (a) Subject to the terms and conditions of this Agreement, at the Effective TimeTime (as defined in Section 1.01(b)), (i) Merger Sub shall be merged with and into the Company (the "Merger") in accordance with the provisions of Kansas Statutes Annotated ("KSA"), Chapter 17 (the MBCA"KGCC"), and 1 whereupon the separate existence of Merger the Sub shall cease cease, and (ii) the Company shall be the surviving entity in corporation (the "Surviving Corporation"). (b) The consummation of the Merger (the “Surviving Corporation”"Closing") shall take place (i) at the offices of ▇▇▇▇▇ ▇▇▇▇ LLP, One Metropolitan Square, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇. ▇▇▇▇▇, ▇▇▇▇▇▇▇▇, at 10:00 A.M., on such date (the "Closing Date") which is three business days after the date on which the last of the conditions set forth in Article 8 hereof shall have been satisfied or waived in accordance with this Agreement, or (ii) such other place, time and date as the parties hereto shall continue its existence agree. Prior to the Closing, Sub and the Company shall execute and deliver to the Secretary of State of the State of Kansas (the "Kansas Secretary of State") a Certificate of Merger in proper form for filing under the MBCA. KGCC on the day of the Closing, and the Merger shall become effective upon the filing of the Certificate of Merger with the Kansas Secretary of State or at such later time as may be specified in the Certificate of Merger, such time being herein called the "Effective Time". (c) The Merger shall have the effects set forth in this Agreement and the applicable provisions of the MBCAKGCC. Without limiting the generality of the foregoing, and subject thereto, at the Effective TimeTime (i) the Surviving Corporation shall possess all assets and property of every description, (A) all and every interest therein, wherever located, and the rights, privileges and powers and all propertyprivileges, realimmunities, personal and mixedpower, franchises, and all debts due to Merger Sub and the Companyauthority, of a public as well as of a private nature, of each of the Company and the Sub and all other things and causes of action obligations belonging to Merger Sub and the Company, or due each of them shall be vested in the Surviving Corporation without further act or deed; (ii) title to any real estate or any interest therein vested in either of the Company or the Sub shall not revert or in any way be impaired by reason of the Merger; (iii) all rights of creditors and shall thereafter be the all liens on any property of the Surviving Corporation Company and the Sub shall be preserved unimpaired; and (Biv) all debts, liabilities and duties of Merger Sub and the Company shall attach to the Surviving Corporation shall be liable for all the obligations of the Company and the Sub, and any claim existing, or action or proceeding pending, by or against either of them, may be enforced against it prosecuted to judgment with the same extent right of appeal, as if said debts, liabilities and duties had been incurred or contracted by it. (b) At the Closing, Parent, Merger Sub and the Company shall cause the Merger to be consummated by filing all necessary documentation, including an appropriate articles of merger in form and substance reasonably acceptable to Parent (the “Articles of Merger”), with the Secretary of State of the Commonwealth of Massachusetts as provided in the relevant provisions of the MBCA. The Merger shall become effective at the time that the Articles of Merger are duly submitted for filing with, and approved for filing by, the Secretary of State of the Commonwealth of Massachusetts, or such later time as is agreed upon by the parties hereto and specified in the Articles of Merger. The time when the Merger becomes effective is hereinafter referred to as the “Effective Timehad not taken place.”

The Merger. (a) Subject to Upon the terms and subject to the conditions hereof, and in accordance with the provisions of this Agreementthe DGCL (including Section 251(h) thereof), at the Effective Time, (i) Merger Sub Subsidiary shall be merged with and into the Company in accordance with at the provisions of Effective Time. Following the MBCAMerger, and the separate existence of Merger Sub shall cease and (ii) the Company shall be continue as the surviving entity in the Merger corporation (the “Surviving Corporation”) and shall continue its corporate existence under the MBCA. The Merger shall have Laws of the effects set forth in this Agreement State of Delaware, and the applicable provisions of the MBCA. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, (A) all rights, privileges and powers and all property, real, personal and mixed, and all debts due to Merger Sub and the Company, as well as all other things and causes of action belonging to Merger Sub and the Company, shall be vested in the Surviving Corporation and shall thereafter be the property of the Surviving Corporation and (B) all debts, liabilities and duties separate corporate existence of Merger Sub and the Company Subsidiary shall attach to the Surviving Corporation and may be enforced against it to the same extent as if said debts, liabilities and duties had been incurred or contracted by itcease. (b) At The closing of the Merger (the “Closing”) shall take place at the offices of ▇▇▇▇▇▇ and ▇▇▇▇▇, LLP, located at ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇, as soon as practicable following the consummation (as defined in Section 251(h) of the DGCL) of the Offer, except if the conditions (other than those conditions that by their nature are to be satisfied at the Closing) set forth in Article VII have not been satisfied or waived (to the extent permitted by applicable Law), Parentin which case the Closing shall occur on the first (1st) Business Day after satisfaction or waiver (to the extent permitted by applicable Law) of the conditions set forth in Article VII (other than those conditions that by their nature are to be satisfied at the Closing). The date on which the Closing actually occurs is referred to as the “Closing Date”. (c) Subject to the provisions of this Agreement, Merger Sub and as soon as practicable on the Company Closing Date, the parties to this Agreement shall cause the Merger to be consummated by filing all necessary documentation, including an appropriate articles of merger in form and substance reasonably acceptable to Parent (the “Articles of Merger”), with the Secretary of State of the Commonwealth State of Massachusetts Delaware (the “Delaware Secretary of State”) a certificate of merger or other appropriate document (the “Certificate of Merger”) in such form as provided is required by and executed in accordance with the relevant provisions of the MBCADGCL. The Merger shall become effective at when the time that the Articles Certificate of Merger are duly submitted for filing with, and approved for filing by, has been filed with the Delaware Secretary of State of the Commonwealth of Massachusetts, or at such later time as is shall be agreed upon by Parent and the parties hereto Company and specified in the Articles Certificate of Merger. The time when the Merger becomes effective is hereinafter referred to as (the “Effective Time”).” (d) The Merger shall be governed by and effected under Section 251(h) of the DGCL, without a vote of the stockholders of the Company. The parties agree to take all necessary and appropriate action to cause the Merger to become effective as soon as practicable following the consummation (as defined in Section 251(h) of the DGCL) of the Offer, without a vote of the stockholders of the Company in accordance with Section 251(h) of the DGCL. (e) The Merger shall have the effects specified under the DGCL. At and as of the Effective Time, the Company shall be a direct, wholly-owned Subsidiary of Parent.

The Merger. (a) Subject to Upon the terms and subject to the conditions of set forth in this Agreement, at the Effective Time, (i) Merger Sub shall be merged with and into the Company in accordance with the provisions of the MBCA, and the separate corporate existence of Merger Sub shall cease and (ii) the thereupon cease. The Company shall be the surviving entity corporation in the Merger (sometimes hereinafter referred to as the “"Surviving Corporation”) "), and the separate corporate existence of the Company, with all its rights, privileges, immunities, powers and franchises, shall continue its existence under unaffected by the MBCAMerger, except as set forth in Article II. The Merger shall have the effects set forth specified in the DGCL. Notwithstanding anything in this Agreement and to the applicable provisions contrary, but subject to Article VII, if, at any time following the Purchase Date, Parent or Merger Sub or any wholly-owned Subsidiary of Parent or Merger Sub shall own at least 90% of the MBCA. Without limiting the generality of the foregoingoutstanding Shares, and subject thereto, at the Effective Time, (A) all rights, privileges and powers and all property, real, personal and mixed, and all debts due to Merger Sub and the Company, as well as all other things and causes of action belonging to Merger Sub and the Company, shall be vested in the Surviving Corporation and shall thereafter be the property of the Surviving Corporation and (B) all debts, liabilities and duties of Merger Sub and the Company shall attach pursuant to the Surviving Corporation Offer or otherwise, the parties hereto shall, subject to Article VII, take all necessary and may be enforced against it appropriate action to the same extent as if said debts, liabilities and duties had been incurred or contracted by it. (b) At the Closing, Parent, Merger Sub and the Company shall cause the Merger to be consummated by filing all necessary documentationbecome effective as promptly as practicable after the satisfaction of such threshold, including an appropriate articles without a meeting of merger stockholders of the Company, pursuant to a Short Form Merger. Closing. Unless otherwise mutually agreed in form writing between the Company and substance reasonably acceptable to Parent Parent, the closing for the Merger (the “Articles "Closing") shall take place at the offices of M▇▇▇▇▇▇▇▇ Will & E▇▇▇▇ LLP, 2▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, at 9:00 a.m. on the second Business Day (the "Closing Date") following the day on which the last to be satisfied or waived of the conditions set forth in Article VII shall be satisfied or waived in accordance with this Agreement. Effective Time. As soon as practicable following the Closing, the Company and Parent will cause a Certificate of Merger (the "Delaware Certificate of Merger”)") to be executed, acknowledged and filed with the Secretary of State of the Commonwealth State of Massachusetts Delaware as provided in the relevant provisions Section 251 of the MBCADGCL. The Merger shall become effective at the time that when the Articles Delaware Certificate of Merger are has been duly submitted for filing with, and approved for filing by, filed with the Secretary of State of the Commonwealth State of Massachusetts, Delaware or at such later time as is may be agreed upon by the parties hereto in writing and specified in the Articles Delaware Certificate of MergerMerger (the "Effective Time"). The time when Notwithstanding the foregoing, if Parent and Merger Sub own at least 90% of the outstanding Shares after consummation of the Offer and, if applicable, exercise of the Top-Up Option, then the parties agree to effect the Merger becomes effective is hereinafter referred without a meeting of stockholders of the Company pursuant to as Section 253 of the “Effective TimeDGCL.”

The Merger. (a) Subject to On the terms and subject to the satisfaction or waiver of the conditions of set forth in this Agreement, at and in accordance with the Effective TimeMGCL, (i) Merger Sub Subsidiary shall be merged with and into the Company in accordance with the provisions of the MBCACompany, and whereupon the separate existence of Merger Sub Subsidiary shall cease and (ii) the Company shall be the surviving entity in the Merger and successor corporation (the “Surviving Corporation”) and shall continue its corporate existence under the MBCA. The Merger shall have the effects set forth in this Agreement and the applicable provisions laws of the MBCA. Without limiting the generality State of the foregoing, and subject thereto, at the Effective Time, (A) all rights, privileges and powers and all property, real, personal and mixed, and all debts due to Merger Sub and the Company, Maryland as well as all other things and causes an indirect wholly-owned subsidiary of action belonging to Merger Sub and the Company, shall be vested in the Surviving Corporation and shall thereafter be the property of the Surviving Corporation and (B) all debts, liabilities and duties of Merger Sub and the Company shall attach to the Surviving Corporation and may be enforced against it to the same extent as if said debts, liabilities and duties had been incurred or contracted by itParent. (b) Subject to the provisions of Article 9, the closing of the Merger (the “Closing”) shall take place remotely by exchange of documents and signatures (or their electronic counterparts) at 8:00 a.m. New York City time, as soon as possible, but in any event no later than the third (3rd) Business Day, 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, waiver of those conditions at the Closing) have been satisfied or, to the extent permissible, 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 consistent with the MGCL (the date on which the Closing occurs, the “Closing Date”). (c) At the Closing, Parent, Merger Sub and the Company and Merger Subsidiary shall (i) cause the Merger to be consummated by filing all necessary documentation, including an appropriate articles of merger to be duly executed, filed with and accepted for record by the State Department of Assessments and Taxation of Maryland (the “SDAT”) in accordance with, and in such form and substance reasonably acceptable to Parent as is required by, the MGCL (the “Articles of Merger”)) and (ii) make all other filings, recordings or publications required by the MGCL in connection with the Secretary of State of the Commonwealth of Massachusetts as provided in the relevant provisions of the MBCAMerger. The Merger shall become effective upon the later of (x) the date and time at the time that which the Articles of Merger are duly submitted for filing have been filed with, and approved accepted for filing record by, the Secretary of State of SDAT or (y) to the Commonwealth of Massachusettsextent permitted by Applicable Law, or at such later other date and time as is may be agreed upon to by the parties hereto and specified in the Articles of Merger. The time when the Merger becomes effective is hereinafter referred to as (the “Effective Time”).” (d) From and after the Effective Time, the Merger shall have the effects set forth in § 3-114 of the MGCL.

The Merger. (a) Subject to At the Effective Time (as defined in Section 1.01(b)), upon the terms and subject to the conditions of set forth in this Agreement, at the Effective Time, (i) Merger Sub Subsidiary shall be merged (the "MERGER") with and into the Company Lucent in accordance with the provisions General Corporation Law of the MBCAState of Delaware ("DELAWARE LAW"), and whereupon the separate existence of Merger Sub Subsidiary shall cease cease, and (ii) the Company Lucent shall be the surviving entity corporation in the Merger (the “Surviving Corporation”) and shall continue its existence under the MBCA. The Merger shall have the effects set forth in this Agreement and the applicable provisions of the MBCA. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, (A) all rights, privileges and powers and all property, real, personal and mixed, and all debts due to Merger Sub and the Company, as well as all other things and causes of action belonging to Merger Sub and the Company, shall be vested in the Surviving Corporation and shall thereafter be the property of the Surviving Corporation and (B) all debts, liabilities and duties of Merger Sub and the Company shall attach to the Surviving Corporation and may be enforced against it to the same extent as if said debts, liabilities and duties had been incurred or contracted by it"SURVIVING CORPORATION"). (b) At As soon as practicable after satisfaction or, to the Closingextent permitted hereunder, Parentwaiver of all conditions to the Merger, Lucent and Merger Sub and the Company shall cause the Merger to be consummated by filing all necessary documentation, including an appropriate articles Subsidiary will file a certificate of merger in form and substance reasonably acceptable to Parent (the “Articles of Merger”), with the Secretary of State of the Commonwealth State of Massachusetts as provided Delaware and make all other filings or recordings required by Delaware Law in connection with the relevant provisions of the MBCAMerger. The Merger shall become effective at such time as the time that the Articles certificate of Merger are merger is duly submitted for filing with, and approved for filing by, filed with the Secretary of State of the Commonwealth State of Massachusetts, Delaware or at such later time as is agreed upon by the parties hereto and specified in the Articles certificate of Merger. merger (the "EFFECTIVE TIME"). (c) From and after the Effective Time, the Surviving Corporation shall possess all the rights, privileges, powers and franchises and be subject to all of the restrictions, obligations and duties of Lucent and Merger Subsidiary, all as provided under Section 259 of Delaware Law. (d) The time when closing of the Merger becomes effective is hereinafter referred (the "CLOSING") shall take place at the offices of Skadden, Arps, Slate, Meagher & Flom LLP, Four Times Square, New York, NY 10036, as soon as ▇▇▇▇▇▇cab▇▇, but in any event within t▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ after the day on which the last to be fulfilled or waived of the conditions set forth in Article VIII (other than those conditions that by their nature are to be fulfilled by actions taken at the Closing, but subject to the fulfillment or waiver of such conditions) shall be fulfilled or waived in accordance with this Agreement or at such other place and time or on such other date as Lucent and Alcatel may agree in writing (the “Effective Time"CLOSING DATE").”

The Merger. (a) Subject to the terms and conditions of this Agreement, ---------- at the Effective TimeTime (as defined in Section 1.2 below), the Company and Newco shall, in accordance with the PBCL, consummate a merger (ithe "Merger") Merger Sub in which the Company shall be merged with and into the Company in accordance with the provisions of the MBCA, Newco and the separate corporate existence of Merger Sub shall cease and (ii) the Company shall thereupon cease. In lieu of the Company being merged with and into Newco, if all of the conditions set forth in Article VII (excluding the condition set forth in Section 7.1(h) and any conditions that, by their terms, cannot be satisfied until the surviving entity Closing Date (as hereinafter defined)) have been satisfied or waived, and if, based on a reasonable good faith determination, the combination of (a) the trading price of Parent Common Stock immediately prior to the Effective Time (by taking into account the Reorganization Assumption) and (b) the aggregate amount of Cash Consideration (plus the aggregate amount of cash paid in lieu of issuing fractional shares of Parent Stock pursuant to Section 3.1(e) hereof) received by holders of Company Shares in the Merger (could result in the “Surviving Corporation”) and shall continue its existence under cash payable to or for the MBCA. The Merger shall have the effects set forth in this Agreement and the applicable provisions benefit of the MBCA. Without limiting the generality holders of Company Shares as a result of the foregoingMerger exceeding 60% of the total fair market value of the aggregate consideration payable and deliverable to the holders of Company Stock as a result of the Merger (such circumstance described above being referred to herein as a "Reverse Merger Circumstance"), then the "Merger" shall automatically be a merger of Newco with and subject thereto, into the Company at the Effective Time, (A) in which case, as a consequence of the Merger, the separate corporate existence of Newco shall thereupon cease. The corporation surviving the Merger shall be governed by the laws of the Commonwealth of Pennsylvania and is sometimes hereinafter referred to as the "Surviving Corporation." In accordance with Section 1929 of the PBCL, all of the rights, privileges privileges, powers, immunities, purposes and powers and all property, real, personal and mixed, and all debts due to Merger Sub franchises of Newco and the Company, as well as all other things and causes of action belonging to Merger Sub and the Company, Company shall be vested vest in the Surviving Corporation and shall thereafter be the property all of the Surviving Corporation and (B) all debts, liabilities liabilities, obligations and duties of Merger Sub Newco and the Company shall attach to become the debts, liabilities, obligations and duties of the Surviving Corporation Corporation. The parties acknowledge and may be enforced against it to agree that in the same extent as if said debtsevent of a Reverse Merger Circumstance, liabilities and duties had been incurred or contracted by it. (b) At the Closing, Parent, Merger Sub and the Company shall cause the Merger is not be intended to be consummated by filing all necessary documentation, including an appropriate articles of merger in form and substance reasonably acceptable to Parent (the “Articles of Merger”), with the Secretary of State qualify as a reorganization under Section 368(a) of the Commonwealth of Massachusetts as provided in the relevant provisions of the MBCA. The Merger shall become effective at the time that the Articles of Merger are duly submitted for filing with, and approved for filing by, the Secretary of State of the Commonwealth of Massachusetts, or such later time as is agreed upon by the parties hereto and specified in the Articles of Merger. The time when the Merger becomes effective is hereinafter referred to as the “Effective TimeCode.”

The Merger. (a) Subject to Upon the terms and subject to the conditions of this Agreement, at the Effective Time, (i) Merger Sub shall be merged (the “Merger”) with and into the Company in accordance with the provisions of the MBCADelaware Law, and whereupon the separate existence of Merger Sub shall cease cease, and (ii) the Company shall be the surviving entity in the Merger corporation (the “Surviving Corporation”) and shall continue its existence under the MBCA. The Merger shall have the effects set forth in this Agreement and the applicable provisions of the MBCA. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, (A) all rights, privileges and powers and all property, real, personal and mixed, and all debts due to Merger Sub and the Company, as well as all other things and causes of action belonging to Merger Sub and the Company, shall be vested in the Surviving Corporation and shall thereafter be the property of the Surviving Corporation and (B) all debts, liabilities and duties of Merger Sub and the Company shall attach to the Surviving Corporation and may be enforced against it to the same extent as if said debts, liabilities and duties had been incurred or contracted by it). (b) At Subject to the provisions of ‎‎Article 9, the closing of the Merger (the “Closing”) shall take place in New York City at the offices of D▇▇▇▇ ▇▇▇▇ & W▇▇▇▇▇▇▇ LLP, 4▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ or through the electronic exchange of the applicable documents, using PDFs or electronic signatures as soon as possible, but in any event no later than five (5) 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, Parentbut subject to the satisfaction or, Merger Sub to the extent permissible, waiver of those conditions at the Closing) have been satisfied or, to the extent permissible, 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 shall cause the Merger to be consummated by filing all necessary documentation, including an appropriate articles of merger in form and substance reasonably acceptable to Parent may mutually agree (the “Articles Closing Date”). Notwithstanding the foregoing, if the Marketing Period has not ended at the time of the satisfaction or waiver of the conditions set forth in Article 9 (other than such conditions that by their terms or nature are to be satisfied at the Closing or on the Closing Date, but subject to the satisfaction or, to the extent permissible, waiver of those conditions at the Closing), then the Closing shall occur instead on the date following the satisfaction or waiver of such conditions that is the earlier to occur of (a) any Business Day as may be specified by Parent on no less than two Business Days’ prior notice to the Company and (b) one Business Day following the final day of the Marketing Period. (c) Subject to the provisions of this Agreement, at the Closing, the Company and Merger Sub shall file a certificate of merger (the “Certificate of Merger”), ) with the Delaware Secretary of State of and make all other filings or recordings required by Delaware Law in connection with the Commonwealth of Massachusetts as provided in the relevant provisions of the MBCAMerger. The Merger shall become effective at such time (the time that “Effective Time”) as the Articles Certificate of Merger are is duly submitted for filing with, and approved for filing by, filed with the Delaware Secretary of State of the Commonwealth of Massachusetts, (or at such later time as is agreed upon by the parties hereto and may be specified in the Articles Certificate of Merger. The time when ). (d) From and after the Merger becomes effective is hereinafter referred to as the “Effective Time, the Surviving Corporation shall possess all of the rights, powers, privileges, immunities and franchises and be subject to all of the obligations, liabilities, restrictions and disabilities of the Company and Merger Sub, all as provided under Delaware Law.”

The Merger. (a) Subject to the terms and conditions of this Agreementhereof, at the Effective Time, the Company shall merge with and into the Merger Sub (ithe “Merger”) in accordance with the Massachusetts Business Corporations Act (the “MBCA”) and the Massachusetts Limited Liability Company Act (“MLLCA”), whereupon the separate existence of the Company shall cease, and the Merger Sub shall be merged with and into the surviving company (the “Surviving Company”). The name of the Surviving Company shall be “Firestone Financial, LLC”. (b) At the Closing, the Company in accordance with the provisions of the MBCA, and the separate existence of Merger Sub shall cease cause the Merger to be consummated by filing articles of merger, substantially in the form of Exhibit A hereto, complying with the requirements of the MBCA and the MLLCA (iithe “Articles of Merger”) to be executed, acknowledged and filed with the Massachusetts Secretary of the Commonwealth, making all other filings or recordings required by the MBCA and the MLLCA in connection with the Merger. The Merger shall become effective at such time as the Articles of Merger are duly filed with the Massachusetts Secretary of the Commonwealth or at such other time as the Parent, Bank, Merger Sub and the Company shall be the surviving entity agree and specify in the Articles of Merger (the “Surviving CorporationEffective Time”). (c) From and shall continue its existence under after the MBCA. The Effective Time, the Merger shall have the effects set forth herein and in this Agreement and the applicable provisions Section 11.07 of the MBCAMBCA and Section 62 of the MLLCA. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, (A) all of the property, rights, privileges and privileges, powers and all property, real, personal franchises of the Company and mixedMerger Sub shall vest in the Surviving Company, and all debts due debts, liabilities, obligations, restrictions and duties of each of the Company and Merger Sub shall become the debts, liabilities, obligations, restrictions and duties of the Surviving Company. (d) Notwithstanding anything to the contrary contained in this Agreement and subject to the satisfaction of the conditions set forth in Article VII, prior to the Effective Time the Bank, as sole member of the Merger Sub, shall be entitled to revise the structure of the Merger described in Section 1.01 hereof with the written consent of the Company (which consent may not be unreasonably withheld, conditioned or delayed), and provided that (i) the consideration to be paid to any holder of Company Stock under this Agreement is not thereby changed in kind or value or reduced in amount; (ii) there are no adverse federal or state income tax or other adverse tax consequences to any holder of Company Stock as a result of such modification; (iii) such modification will not delay materially or jeopardize receipt of any required regulatory approvals or other consents and approvals relating to the consummation of the Merger; and (iv) such modification will not delay materially or jeopardize satisfaction of any condition precedent to consummation of the Merger set forth in Article VII. The Parties agree to appropriately amend this Agreement and any related documents in order to reflect any such permitted revised structure. (e) If, at any time after the Effective Time, the Surviving Company shall consider or be advised that any further deeds, assignments or assurances in law or any other acts are necessary or desirable to (i) vest, perfect or confirm, of record or otherwise, in Surviving Company its right, title or interest in, to or under any of the rights, properties or assets of the Company, or (ii) otherwise carry out the purposes of this Agreement, the Company and their officers and directors shall be deemed to have granted to Merger Sub an irrevocable power of attorney to execute and deliver all such deeds, assignments or assurances in law or any other acts as are necessary or desirable to (a) vest, perfect or confirm, of record or otherwise, in Merger Sub its right, title or interest in, to or under any of the rights, properties or assets of the Company or (b) otherwise carry out the purposes of this Agreement, and the Company, as well as all other things officers and causes of action belonging to Merger Sub and the Company, shall be vested in the Surviving Corporation and shall thereafter be the property of the Surviving Corporation and (B) all debts, liabilities and duties managers of Merger Sub and are authorized in the name of the Company shall attach or otherwise to the Surviving Corporation take any and may be enforced against it to the same extent as if said debts, liabilities and duties had been incurred or contracted by itall such action. (bf) At the Closing, Parent, Merger Sub and the Company shall cause The Parties intend that the Merger to shall be consummated by filing all necessary documentation, including an appropriate articles treated as a tax-free reorganization within the meaning of merger in form and substance reasonably acceptable to Parent (the “Articles of Merger”), with the Secretary of State Section 368(a) of the Commonwealth of Massachusetts as provided in Code, and, accordingly the relevant provisions of the MBCA. The Merger shall become effective at the time that the Articles of Merger are duly submitted for filing with, Parties will take no actions inconsistent with such treatment and approved for filing by, the Secretary of State of the Commonwealth of Massachusetts, or file all Tax Returns consistent with such later time as is agreed upon by the parties hereto and specified in the Articles of Merger. The time when the Merger becomes effective is hereinafter referred to as the “Effective Timetreatment.”

The Merger. (a) Subject After the consummation of the Offer and subject to the terms and conditions of this Agreement, the Company will file a certificate of merger with the Secretary of State of the State of Delaware and make all other filings or recordings required by Delaware Law to be made 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 (the “Effective Time”). (b) At the Effective Time, (i) Merger Sub shall be merged with and into the Company in accordance with the provisions requirements of the MBCAGeneral Corporation Law of the State of Delaware (the “DGCL”), and whereupon the separate existence of Merger Sub shall cease cease, and (ii) the Company shall be the surviving entity corporation in the Merger (the “Surviving Corporation”). (c) From and shall continue its existence under the MBCA. The Merger shall have the effects set forth in this Agreement and the applicable provisions of the MBCA. Without limiting the generality of the foregoing, and subject thereto, at after the Effective Time, (A) all rights, privileges and powers and all property, real, personal and mixed, and all debts due to Merger Sub and the Company, as well as all other things and causes of action belonging to Merger Sub and the Company, shall be vested in the Surviving Corporation shall possess all the rights, privileges, powers and shall thereafter franchises and be the property subject to all of the Surviving Corporation and (B) all debtsrestrictions, liabilities disabilities and duties of the Company and Sub, all as provided under Delaware Law. (d) The closing of the Merger Sub (the “Closing”) shall take place (i) at the offices of Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇, at 10:00 a.m., Boston time, on the second business day after the day on which the last to be fulfilled or waived of the conditions set forth in Article VI (other than those conditions that by their nature are to be fulfilled at the Closing, but subject to the fulfillment or waiver of such conditions) shall be fulfilled or waived in accordance with this Agreement or (ii) at such other place, time or date as Parent and the Company shall attach to the Surviving Corporation and may be enforced against it to the same extent as if said debts, liabilities and duties had been incurred or contracted by it. (b) At the Closing, Parent, Merger Sub and the Company shall cause the Merger to be consummated by filing all necessary documentation, including an appropriate articles of merger agree in form and substance reasonably acceptable to Parent writing (the “Articles of Merger”), with the Secretary of State date of the Commonwealth of Massachusetts as provided in the relevant provisions of the MBCA. The Merger shall become effective at the time that the Articles of Merger are duly submitted for filing with, and approved for filing by, the Secretary of State of the Commonwealth of Massachusetts, or such later time as is agreed upon by the parties hereto and specified in the Articles of Merger. The time when the Merger becomes effective is Closing being hereinafter referred to as the “Closing Date”). (e) If, at any time after the Effective Time, the Surviving Corporation shall consider or be advised that any deeds, bills of sale, assignments, assurances or any other actions or things are necessary or desirable to continue in, vest, perfect or confirm of record or otherwise the Surviving Corporation’s right, title or interest in, to or under any of the rights, properties, privileges, franchises or assets of either of its constituent corporations acquired or to be acquired by the Surviving Corporation as a result of, or in connection with, the Merger, or otherwise to effect the transactions contemplated by this Agreement, the officers and directors of the Surviving Corporation shall be authorized to execute and deliver, in the name and on behalf of either of the constituent corporations of the Merger, all 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 may be necessary or desirable to vest, 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 or otherwise to carry out the intent of this Agreement.”

The Merger. (a) Subject to the terms and conditions of this Agreement, at At the Effective Time, (i) Merger Sub the Company shall be merged with and into the Company Merger Subsidiary in accordance with Delaware Law and, to the provisions of extent applicable, New Jersey Law (the MBCA“Merger”), and whereupon the separate existence of Merger Sub shall cease and (ii) the Company shall cease, and Merger Subsidiary shall be the surviving entity in (the “Surviving Entity”). (b) Subject to the provisions of Article 9, the closing of the Merger (the “Surviving CorporationClosing”) and shall continue its existence under take place in New York City at the MBCA. The Merger shall have offices of D▇▇▇▇ ▇▇▇▇ & W▇▇▇▇▇▇▇ LLP, 4▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇ as soon as possible, but in any event no later than five Business Days after the effects date the conditions set forth in this Agreement and Article 9 (other than conditions that by their nature are to be satisfied at the applicable provisions Closing, but subject to the satisfaction or, to the extent permissible, waiver of those conditions at the MBCA. Without limiting Closing) have been satisfied or, to the generality extent permissible, waived by the party or parties entitled to the benefit of the foregoingsuch conditions, and subject theretoor at such other place, at the Effective Time, (A) all rights, privileges and powers and all property, real, personal and mixed, and all debts due to Merger Sub and the Company, such other time or on such other date as well as all other things and causes of action belonging to Merger Sub and the Company, shall be vested in the Surviving Corporation and shall thereafter be the property of the Surviving Corporation and (B) all debts, liabilities and duties of Merger Sub Parent and the Company shall attach to the Surviving Corporation and may be enforced against it to the same extent as if said debts, liabilities and duties had been incurred or contracted by itmutually agree. (bc) At the Closing, Parent, Merger Sub and the Company and Merger Subsidiary shall cause the Merger to be consummated by filing all necessary documentation, including an appropriate articles file a certificate of merger in form and substance reasonably acceptable to Parent (the “Articles of Merger”), with the Delaware Secretary of State and, to the extent applicable, the New Jersey Department of Treasury, Division of Revenue and make all other filings or recordings required by Delaware Law or New Jersey Law in connection with the Commonwealth of Massachusetts as provided in the relevant provisions of the MBCAMerger. The Merger shall become effective at such time (the time that “Effective Time”) as the Articles certificate of Merger are merger is duly submitted for filing with, and approved for filing by, filed with the Delaware Secretary of State and, if applicable, the New Jersey Department of the Commonwealth Treasury, Division of Massachusetts, Revenue (or at such later time as is may be agreed upon by Parent and the parties hereto Company and specified in the Articles certificate of Merger. The time when merger). (d) From and after the Merger becomes effective is hereinafter referred to as the “Effective Time, the Surviving Entity shall possess all the rights, powers, privileges and franchises and be subject to all of the obligations, liabilities, restrictions and disabilities of the Company and Merger Subsidiary, all as provided under New Jersey Law or, if applicable, Delaware Law.”

The Merger. Upon the terms and subject to the conditions set forth in this Agreement: (a) Subject to the terms and conditions of this Agreement, at At the Effective Time, (i) Merger Sub shall be merged with and into the Company in accordance with the applicable provisions of Chapters 78 and 92A of the MBCA, and Nevada Revised Statutes (the separate existence of Merger Sub shall cease and (ii) the "NEVADA CODE"). The Company shall be the surviving entity corporation in the Merger (the “Surviving Corporation”"SURVIVING CORPORATION") and shall continue its existence as a corporation under the MBCAlaws of the State of Nevada. As a result of the Merger, the Company shall become a direct, wholly owned subsidiary of Parent. After the Effective Time, the separate corporate existence of Merger Sub shall cease. The Merger shall have the effects set forth in this Agreement and the applicable provisions Section 92A.250 of the MBCA. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, (A) all rights, privileges and powers and all property, real, personal and mixed, and all debts due to Merger Sub and the Company, as well as all other things and causes of action belonging to Merger Sub and the Company, shall be vested in the Surviving Corporation and shall thereafter be the property of the Surviving Corporation and (B) all debts, liabilities and duties of Merger Sub and the Company shall attach to the Surviving Corporation and may be enforced against it to the same extent as if said debts, liabilities and duties had been incurred or contracted by itNevada Code. (b) At The closing of the ClosingMerger (the "CLOSING") shall take place (a) at the offices of Fried, ParentFrank, Merger Sub Harris, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, as soon as practicable (but not later than 5 business days) after the last to be fulfilled or waived of the conditions set forth in Article VIII (excluding conditions that, by their terms, cannot be satisfied until the Closing Date, but subject to the fulfillment or waiver of such conditions) shall be fulfilled or waived in accordance herewith, or (b) at such other time, date or place as Parent and the Company may agree. The date on which the Closing occurs is hereinafter referred to as the "CLOSING DATE." (c) On or before the Closing Date, the parties shall cause the Merger to be consummated by filing all necessary documentation, including an appropriate (i) file articles of merger in form and substance reasonably acceptable with respect to Parent the Merger (the “Articles of Merger”), "ARTICLES OF MERGER") in such form as is required by and executed in accordance with the Secretary Nevada Code and (ii) make all other filings or recordings required under the laws of State of the Commonwealth of Massachusetts as provided in the relevant provisions of the MBCANevada. The Merger shall become effective at the date and time that of the filing of the Articles of Merger are duly submitted for filing with, and approved for filing by, the Secretary of State of the Commonwealth of Massachusetts, (or such later other date and time as is may be agreed upon to by Parent and the parties hereto Company and specified in the Articles of MergerMerger as may be permitted by the Nevada Code). The time when at which the Merger becomes effective is hereinafter referred to in this Agreement as the “Effective Time"EFFECTIVE TIME.”"

The Merger. (a) Subject to the terms and conditions of this Agreement, at At the Effective Time, (i) Merger Sub Subsidiary shall be merged with and into the Company in accordance with the provisions of the MBCADelaware Law, and whereupon the separate existence of Merger Sub Subsidiary shall cease cease, and (ii) the Company shall be the surviving entity in the Merger corporation (the “Surviving Corporation”) and shall continue ). At its existence under the MBCA. The election, Parent may substitute any of its direct or indirect wholly owned Delaware subsidiaries of Parent for Merger shall have the effects set forth in this Agreement and the applicable provisions of the MBCA. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, (A) all rights, privileges and powers and all property, real, personal and mixed, and all debts due to Merger Sub and the Company, Subsidiary as well as all other things and causes of action belonging to Merger Sub and the Company, shall be vested a constituent corporation in the Surviving Corporation and shall thereafter be the property of the Surviving Corporation and Merger (B) all debts, liabilities and duties unless such substitution would prevent or delay a merger of Merger Sub Subsidiary and the Company shall attach in accordance with Section 253 of Delaware Law that could otherwise occur). In such an event, the parties agree to the Surviving Corporation and may be enforced against it execute an appropriate amendment to the same extent as if said debts, liabilities and duties had been incurred or contracted by itthis Agreement in order to reflect such substitution. (b) At Upon the terms and subject to the conditions of this Agreement, the closing of the Merger (the “Closing”) shall take place at 10:00 a.m. on a date to be specified by the parties (the “Closing Date”), but in no event more than 2 Business Days after satisfaction of all conditions to the Merger, at the offices of D▇▇▇▇ ▇▇▇▇ & W▇▇▇▇▇▇▇, 1▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, unless the parties hereto agree in writing to another time, date or place. (c) Upon the Closing, Parent, Merger Sub and the Company and Merger Subsidiary shall cause the Merger to be consummated by filing all necessary documentation, including an appropriate articles file a certificate of merger in form and substance reasonably acceptable to Parent (the “Articles of Merger”), with the Delaware Secretary of State of and make all other filings or recordings required by Delaware Law in connection with the Commonwealth of Massachusetts as provided in the relevant provisions of the MBCAMerger. The Merger shall become effective at such time as the time that certificate of merger is duly filed with the Articles of Merger are duly submitted for filing with, and approved for filing by, the Delaware Secretary of State of the Commonwealth of Massachusetts, or at such later time as is agreed upon by the parties hereto and specified in the Articles certificate of Merger. The time when the Merger becomes effective is hereinafter referred to as merger (the “Effective Time”).” (d) From and after the Effective Time, the Surviving Corporation shall possess all the rights, powers, privileges and franchises and be subject to all of the obligations, liabilities, restrictions and disabilities of the Company and Merger Subsidiary, all as provided under Delaware Law.

The Merger. (a) Subject to the terms and conditions of this Agreement, at At the Effective Time, (i) Merger Sub Subsidiary shall be merged (the "Merger") with and into the Company in accordance with the provisions requirements of the MBCAGeneral Corporation Law of the State of Delaware (the "Delaware Law"), and whereupon the separate existence of Merger Sub Subsidiary shall cease cease, and (ii) the Company shall be the surviving entity corporation in the Merger (the “"Surviving Corporation”) and shall continue its existence under the MBCA. The Merger shall have the effects set forth in this Agreement and the applicable provisions of the MBCA. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, (A) all rights, privileges and powers and all property, real, personal and mixed, and all debts due to Merger Sub and the Company, as well as all other things and causes of action belonging to Merger Sub and the Company, shall be vested in the Surviving Corporation and shall thereafter be the property of the Surviving Corporation and (B) all debts, liabilities and duties of Merger Sub and the Company shall attach to the Surviving Corporation and may be enforced against it to the same extent as if said debts, liabilities and duties had been incurred or contracted by it"). (b) At As soon as practicable after satisfaction or, to the Closingextent permitted hereunder, Parentwaiver of all conditions to the Merger, Merger Sub and the Company shall cause the and Merger to be consummated by filing all necessary documentation, including an appropriate articles Subsidiary will file a certificate of merger in form and substance reasonably acceptable to Parent (the “Articles of Merger”), with the Secretary of State of the Commonwealth State of Massachusetts as provided Delaware and make all other filings or recordings required by Delaware Law in connection with the relevant provisions of the MBCAMerger. The Merger shall become effective at such time as the time that the Articles certificate of Merger are merger is duly submitted for filing with, and approved for filing by, filed with the Secretary of State of the Commonwealth State of Massachusetts, Delaware or at such later time as is agreed upon by the parties hereto and specified in the Articles certificate of Merger. merger (the "Effective Time"). (c) From and after the Effective Time, the Surviving Corporation shall possess all the rights, privileges, powers and franchises and be subject to all of the restrictions, disabilities and duties of the Company and Merger Subsidiary, all as provided under Delaware Law. (d) The time when closing of the Merger becomes effective is hereinafter referred (the "Closing") shall take place (i) at the offices of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇, as soon as practicable, but in any event within three business days after the day on which the last to be fulfilled or waived of the conditions set forth in Article 8 (other than those conditions that by their nature are to be fulfilled at the Closing, but subject to the fulfillment or waiver of such conditions) shall be fulfilled or waived in accordance with this Agreement or (ii) at such other place and time or on such other date as the “Effective TimeCompany and Acquiror may agree in writing (the "Closing Date").”

The Merger. (a) The Company, the Purchaser and Acquireco agree that on the terms and subject to the conditions set forth in this Agreement, and in accordance with the NRS, at the Effective Time: (a) Acquireco will merge with and into the Company (the “Merger”); (b) the separate corporate existence of Acquireco will cease; and (c) the Company will continue its corporate existence under the NRS as the surviving corporation in the Merger and a subsidiary of the Purchaser (sometimes referred to herein as the “Surviving Corporation”). (b) Upon the terms and subject to the conditions set forth herein, the closing of the Merger (the “Closing”) will take place at 10:00 am (Denver time) on the Closing Date (as defined herein). The Closing shall be held at the offices of D▇▇▇▇ ▇▇▇▇▇▇ & S▇▇▇▇▇, LLP located at 155▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇. (c) The actual date of the Closing is hereinafter referred to as the “Closing Date” and shall occur: (i) on the date that is three (3) Business Days following satisfaction or waiver (subject to applicable Laws) of the last of the conditions set forth in Article 7 (excluding conditions that by their terms cannot be satisfied until the Closing Date, but subject to the satisfaction or, when permitted, waiver of those conditions as of the Closing Date); or (ii) at such other time or such other place as may be agreed to by the Parties. (d) Subject to the terms and conditions provisions of this Agreement, at the Effective TimeClosing, the Company, the Purchaser, and Acquireco will cause articles of merger (ithe “Articles of Merger”) Merger Sub shall to be merged executed, acknowledged, and filed with and into the Company Secretary of State of the State of Nevada in accordance with the relevant provisions of the MBCA, NRS and shall make all other filings or recordings required under the separate existence NRS. The Merger will become effective at such time as the Articles of Merger Sub shall cease and (ii) have been duly filed with the Secretary of State of the State of Nevada or at such later date or time as may be agreed by the Company shall be the surviving entity and Purchaser in writing and specified in the Articles of Merger in accordance with the NRS (the effective time of the Merger being hereinafter referred to as the “Surviving CorporationEffective Time”). (e) and shall continue its existence under the MBCA. The Merger shall have the effects set forth in this Agreement and in the applicable provisions of the MBCANRS. Without limiting the generality of the foregoing, and subject thereto, at from and after the Effective Time, (A) all rights, privileges and powers and all property, realrights, personal privileges, immunities, powers, franchises, licenses, and mixedauthority of the Company and Acquireco shall vest in the Surviving Corporation, and all debts due to Merger Sub debts, liabilities, obligations, restrictions, and duties of each of the CompanyCompany and Acquireco shall become the debts, as well as all other things liabilities, obligations, restrictions, and causes duties of action belonging to Merger Sub and the Company, shall be vested in the Surviving Corporation and shall thereafter be Corporation. (f) At the property Effective Time: (a) the articles of incorporation of the Surviving Corporation shall be amended and restated so as to read in its entirety as set forth in Schedule A hereof, and, as so amended and restated, shall be the articles of incorporation of the Surviving Corporation until thereafter amended in accordance with the terms thereof or as provided by applicable Law; and (Bb) all debtsthe by-laws of Acquireco as in effect immediately prior to the Effective Time shall be the by-laws of the Surviving Corporation, liabilities and duties of Merger Sub and the Company except that references to Acquireco’s name shall attach be replaced with references to the Surviving Corporation and may be enforced against it to Corporation’s name, until thereafter amended in accordance with the same extent terms thereof, the articles of incorporation of the Surviving Corporation, or as if said debts, liabilities and duties had been incurred or contracted provided by itapplicable Law. (bg) At The directors and officers of Acquireco, in each case, immediately prior to the ClosingEffective Time shall, Parentfrom and after the Effective Time, Merger Sub be the directors and officers, respectively, of the Company shall cause Surviving Corporation until their successors have been duly elected or appointed and qualified or until their earlier death, resignation, or removal in accordance with the Merger to be consummated by filing all necessary documentation, including an appropriate articles of merger in form incorporation and substance reasonably acceptable to Parent (the “Articles of Merger”), with the Secretary of State by-laws of the Commonwealth of Massachusetts as provided in the relevant provisions of the MBCA. The Merger shall become effective at the time that the Articles of Merger are duly submitted for filing with, and approved for filing by, the Secretary of State of the Commonwealth of Massachusetts, or such later time as is agreed upon by the parties hereto and specified in the Articles of Merger. The time when the Merger becomes effective is hereinafter referred to as the “Effective TimeSurviving Corporation.”

The Merger. (a) Subject to At the terms and conditions Effective Time (as hereafter defined), in accordance with the provisions of this AgreementAgreement and the General Corporation Law of the State of Delaware (the "DGCL"), at the Effective Time, (i) Merger Sub MERGER SUB shall be merged with and into OLYMPIC (the Company "Merger"), whereupon the separate existence of MERGER SUB shall cease and OLYMPIC shall be the surviving corporation (hereinafter sometimes called the "Surviving Corporation") in the Merger and a wholly owned subsidiary of FMFK. (b) As soon as practicable after satisfaction or, to the extent permitted hereunder, waiver of all conditions to the Merger, OLYMPIC and MERGER SUB shall file a Certificate of Merger with the Secretary of State of Delaware meeting the requirements of the DGCL, and execute, acknowledge, deliver, file and/or record all such other instruments, and take all such other actions, as may be required in order to cause the Merger to become effective in accordance with the provisions of the MBCA, DGCL and the separate existence of Merger Sub shall cease and (ii) the Company shall be the surviving entity in the Merger (the “Surviving Corporation”) and shall continue its existence under the MBCAthis Agreement. The Merger shall have become effective at such time as the effects set forth in this Agreement and the applicable provisions of the MBCA. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, (A) all rights, privileges and powers and all property, real, personal and mixed, and all debts due to Merger Sub and the Company, as well as all other things and causes of action belonging to Merger Sub and the Company, shall be vested in the Surviving Corporation and shall thereafter be the property of the Surviving Corporation and (B) all debts, liabilities and duties of Merger Sub and the Company shall attach to the Surviving Corporation and may be enforced against it to the same extent as if said debts, liabilities and duties had been incurred or contracted by it. (b) At the Closing, Parent, Merger Sub and the Company shall cause the Merger to be consummated by filing all necessary documentation, including an appropriate articles certificate of merger in form and substance reasonably acceptable to Parent (the “Articles of Merger”), is duly filed with the Secretary of State of the Commonwealth of Massachusetts as provided in the relevant provisions of the MBCA. The Merger shall become effective at the time that the Articles of Merger are duly submitted for filing with, and approved for filing by, the Secretary of State of the Commonwealth of Massachusetts, Delaware or at such later time as is specified in the certificate of merger (the "Effective Time"). For accounting purposes, the effective date of the Merger shall be the first day of the month in which the Closing occurs. (c) From and after the Effective Time, the Surviving Corporation shall possess all the rights, privileges, property and powers and be subject to all of the restrictions, disabilities, debts and duties of OLYMPIC and MERGER SUB, all as provided under the DGCL. (d) Unless this Agreement shall have been earlier terminated and the transactions herein contemplated shall have been abandoned pursuant to Article 9 hereof, the closing of the Merger (the "Closing") shall take place (i) at the offices of ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, ▇▇ ▇▇▇▇▇▇▇▇ - ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ as soon as practicable, but in any event within three (3) business days after the day on which the last to be fulfilled or waived of the conditions set forth in Article 8 hereof (than those conditions that by their nature are to be fulfilled at the Closing, but subject to the fulfillment or waiver of such conditions) shall be fulfilled or waived in accordance with this Agreement or (ii) at such other time, place and date as is mutually agreed upon to in writing by the parties hereto and specified in the Articles of Mergerhereto. The time when date of the Merger becomes effective Closing is hereinafter referred to in this Agreement as the “Effective Time"Closing Date.”"

The Merger. (a) Subject to the terms and conditions of this Agreement, at At the Effective Time, (i) Merger Sub Subsidiary shall be merged (the “Merger”) with and into the Company in accordance with the provisions of the MBCADelaware Law, and whereupon the separate existence of Merger Sub Subsidiary shall cease cease, and (ii) the Company shall be the surviving entity in the Merger corporation (the “Surviving Corporation”) and shall continue its existence under the MBCA. The Merger shall have the effects set forth in this Agreement and the applicable provisions of the MBCA. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, (A) all rights, privileges and powers and all property, real, personal and mixed, and all debts due to Merger Sub and the Company, as well as all other things and causes of action belonging to Merger Sub and the Company, shall be vested in the Surviving Corporation and shall thereafter be the property of the Surviving Corporation and (B) all debts, liabilities and duties of Merger Sub and the Company shall attach to the Surviving Corporation and may be enforced against it to the same extent as if said debts, liabilities and duties had been incurred or contracted by it). (b) Subject to the provisions of Article 9, the closing of the Merger (the “Closing”) shall take place at 10:00 a.m. EDT in New York City at the offices of K▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & F▇▇▇▇▇▇ LLP, 1▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇ as soon as possible, but in any event no later than ten (10) 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, waiver of those conditions at the Closing) have been satisfied or, to the extent permissible, 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. (c) At the Closing, Parent, Merger Sub and the Company and Merger Subsidiary shall cause the Merger to be consummated by filing all necessary documentation, including an appropriate articles file a certificate of merger in form and substance reasonably acceptable to Parent (the “Articles of Merger”), with the Delaware Secretary of State of and make all other filings or recordings required by Delaware Law in connection with the Commonwealth of Massachusetts as provided in the relevant provisions of the MBCAMerger. The Merger shall become effective at such time (the time that “Effective Time”) as the Articles certificate of Merger are merger is duly submitted for filing with, and approved for filing by, filed with the Delaware Secretary of State of the Commonwealth of Massachusetts, (or at such later time as is may be agreed upon by the parties hereto and specified in the Articles certificate of Merger. The time when merger). (d) From and after the Merger becomes effective is hereinafter referred to as the “Effective Time, the Surviving Corporation shall possess all the rights, powers, privileges and franchises and be subject to all of the obligations, liabilities, restrictions and disabilities of the Company and Merger Subsidiary, all as provided under Delaware Law.”

The Merger. (a) Subject to the terms and conditions of this Agreement, at the Effective Time, (i) Merger Sub Subsidiary shall be merged with and into the Company in accordance with the provisions of the MBCADelaware Law, and whereupon the separate existence of Merger Sub Subsidiary shall cease cease, and (ii) the Company shall be the surviving entity in the Merger corporation (the “"Surviving Corporation”) and shall continue its existence under the MBCA. The Merger shall have the effects set forth in this Agreement and the applicable provisions of the MBCA. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, (A) all rights, privileges and powers and all property, real, personal and mixed, and all debts due to Merger Sub and the Company, as well as all other things and causes of action belonging to Merger Sub and the Company, shall be vested in the Surviving Corporation and shall thereafter be the property of the Surviving Corporation and (B) all debts, liabilities and duties of Merger Sub and the Company shall attach to the Surviving Corporation and may be enforced against it to the same extent as if said debts, liabilities and duties had been incurred or contracted by it"). (b) At The closing of the transactions contemplated by this Agreement (the "Closing") shall take place at the offices of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, as soon as practicable, but in no event later than 10 Business Days, after the satisfaction or (subject to applicable law) waiver of the conditions (excluding conditions that, by their terms, cannot be satisfied until the Closing Date) set forth in Article 9 (the "Closing Date"), or at such other time and place as the Company and Parent may agree to in writing. (c) As soon as practicable following the Closing, Parent, Merger Sub and the Company shall cause the and Merger to be consummated by filing all necessary documentation, including an appropriate articles Subsidiary will file a certificate of merger in form and substance reasonably acceptable to Parent (the “Articles "Certificate of Merger”), ") with the Delaware Secretary of State of and make all other filings or recordings required by Delaware Law in connection with the Commonwealth of Massachusetts Merger in such form as provided is required by and executed in accordance with the relevant provisions of the MBCADelaware Law. The Merger shall become effective at such time (the time that "Effective Time") as the Articles Certificate of Merger are is duly submitted for filing with, and approved for filing by, filed with the Delaware Secretary of State of the Commonwealth of Massachusetts, (or at such later time as is agreed upon by the parties hereto may agree and as may be specified in the Articles Certificate of Merger. The time when ). (d) From and after the Merger becomes effective is hereinafter referred to as the “Effective Time, the Surviving Corporation shall possess all the rights, powers, privileges and franchises and be subject to all of the obligations, liabilities, restrictions and disabilities of the Company and Merger Subsidiary, all as provided under Delaware Law.”

The Merger. (a) Subject to the terms and conditions of this Agreement, at the Effective TimeTime (as defined in Section 1.01(b)), (i) Merger Sub shall be merged with and into the Company (the "Merger") in accordance with the provisions of Kansas Statutes Annotated ("KSA"), Chapter 17 (the MBCA"KGCC"), and whereupon the separate existence of Merger the Sub shall cease cease, and (ii) the Company shall be the surviving entity in corporation (the "Surviving Corporation"). (b) The consummation of the Merger (the “Surviving Corporation”"Closing") shall take place (i) at the offices of ▇▇▇▇▇ ▇▇▇▇ LLP, One Metropolitan Square, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇. ▇▇▇▇▇, ▇▇▇▇▇▇▇▇, at 10:00 A.M., on such date (the "Closing Date") which is three business days after the date on which the last of the conditions set forth in Article 8 hereof shall have been satisfied or waived in accordance with this Agreement, or (ii) such other place, time and date as the parties hereto shall continue its existence agree. Prior to the Closing, Sub and the Company shall execute and deliver to the Secretary of State of the State of Kansas (the "Kansas Secretary of State") a Certificate of Merger in proper form for filing under the MBCA. KGCC on the day of the Closing, and the Merger shall become effective upon the filing of the Certificate of Merger with the Kansas Secretary of State or at such later time as may be specified in the Certificate of Merger, such time being herein called the "Effective Time". (c) The Merger shall have the effects set forth in this Agreement and the applicable provisions of the MBCAKGCC. Without limiting the generality of the foregoing, and subject thereto, at the Effective TimeTime (i) the Surviving Corporation shall possess all assets and property of every description, (A) all and every interest therein, wherever located, and the rights, privileges and powers and all propertyprivileges, realimmunities, personal and mixedpower, franchises, and all debts due to Merger Sub and the Companyauthority, of a public as well as of a private nature, of each of the Company and the Sub and all other things and causes of action obligations belonging to Merger Sub and the Company, or due each of them shall be vested in the Surviving Corporation without further act or deed; (ii) title to any real estate or any interest therein vested in either of the Company or the Sub shall not revert or in any way be impaired by reason of the Merger; (iii) all rights of creditors and shall thereafter be the all liens on any property of the Surviving Corporation Company and the Sub shall be preserved unimpaired; and (Biv) all debts, liabilities and duties of Merger Sub and the Company shall attach to the Surviving Corporation shall be liable for all the obligations of the Company and the Sub, and any claim existing, or action or proceeding pending, by or against either of them, may be enforced against it prosecuted to judgment with the same extent right of appeal, as if said debts, liabilities and duties had been incurred or contracted by it. (b) At the Closing, Parent, Merger Sub and the Company shall cause the Merger to be consummated by filing all necessary documentation, including an appropriate articles of merger in form and substance reasonably acceptable to Parent (the “Articles of Merger”), with the Secretary of State of the Commonwealth of Massachusetts as provided in the relevant provisions of the MBCA. The Merger shall become effective at the time that the Articles of Merger are duly submitted for filing with, and approved for filing by, the Secretary of State of the Commonwealth of Massachusetts, or such later time as is agreed upon by the parties hereto and specified in the Articles of Merger. The time when the Merger becomes effective is hereinafter referred to as the “Effective Timehad not taken place.”

The Merger. (a) Subject to Upon the terms and subject to the conditions of set forth in this Agreement, at and in accordance with the Effective TimeDGCL, (i) Merger Sub shall be merged with and into the Company in accordance with at the provisions of Effective Time. Following the MBCAEffective Time, and the separate corporate existence of Merger Sub shall cease cease, and (ii) the Company shall be continue as the surviving entity corporation in the Merger (the “Surviving Corporation”) and shall continue its existence under the MBCA). The Merger shall have the effects set forth in this Agreement and the applicable provisions of the MBCA. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, (A) all rights, privileges and powers and all property, real, personal and mixed, and all debts due to Merger Sub and the Company, as well as all other things and causes of action belonging to Merger Sub and the Company, shall be vested in the Surviving Corporation and shall thereafter be the property of the Surviving Corporation and (B) all debts, liabilities and duties of Merger Sub and the Company shall attach to the Surviving Corporation and may be enforced against it to the same extent as if said debts, liabilities and duties had been incurred or contracted by itDGCL. (b) At Notwithstanding anything in this Agreement to the Closingcontrary, if following the Offer and the subsequent offering period (if any), the requirements for a short form merger pursuant to Section 253 of the DGCL (a “Short Form Merger”) are satisfied (or may be satisfied solely through lawful actions of the Parent Group) such that the Merger may be effected without a meeting, vote or written consent of the stockholders of the Company, each of Parent, Merger Sub and the Company shall use its, and Parent shall cause each other member of the Parent Group to use its, reasonable best efforts, including the exercise of the Top Up Option and, subject to applicable Law, with respect to the transfer to Merger Sub of any shares of Common Stock held by other members of the Parent Group (with any such transfer taking place on the same day as, and as close as practicable to, the Effective Time), to consummate the Merger pursuant to Section 253 of the DGCL as soon as practicable after the satisfaction or waiver of the conditions to Closing set forth in Article VII hereof (and in any event within the time parameters set forth in Section 2.02 below). In connection with the foregoing, Parent and Merger Sub shall not, and Parent shall cause the Merger Parent Group not to, transfer, convey, distribute, dispose of any of, or otherwise cause the Parent Group to be consummated no longer own all of, the shares of Common Stock owned by filing all necessary documentation, including an appropriate articles the Parent Group on the date of merger in form and substance reasonably acceptable to Parent (the “Articles of Merger”), with the Secretary of State this Agreement or any of the Commonwealth of Massachusetts as provided in the relevant provisions of the MBCA. The Merger shall become effective at the time that the Articles of Merger are duly submitted for filing with, and approved for filing by, the Secretary of State of the Commonwealth of Massachusetts, or rights (including voting rights) associated with such later time as is agreed upon by the parties hereto and specified in the Articles of Merger. The time when the Merger becomes effective is hereinafter referred to as the “Effective Timeshares.”

The Merger. (a) Subject to the terms and conditions of this Agreement, at the Effective Time, (i) Merger Sub Subsidiary shall be merged merge with and into the Company in accordance with the provisions of the MBCADelaware Law, and whereupon, the separate existence of Merger Sub Subsidiary shall cease and (ii) the Company shall be the surviving entity in the Merger corporation (the “Surviving Corporation”). (a) Subject to the provisions of Article 9, the closing of the Merger (the “Closing”) shall take place by means of the exchange of signatures electronically at 8:00 a.m. Eastern time, on the date that is three (3) Business Days after the date the conditions set forth in Article 9 (other than conditions that by their nature are to be satisfied at or immediately prior to the Closing, but subject to the satisfaction or, to the extent permissible, waiver of those conditions at the Closing, and other than the conditions set forth in Section 9.01(d), which shall continue its existence under be satisfied immediately prior to or concurrently with the MBCAClosing, as applicable) have been satisfied or, to the extent permissible, waived by the party or parties entitled to the benefit of such conditions, or at such other time or on such other date as Parent and the Company may mutually agree (the “Closing Date”). (b) As promptly as practicable on the Closing Date, the parties hereto shall cause a certificate of merger meeting the requirements of Section 251 of Delaware Law (the “Certificate of Merger”) relating to the Merger to be properly executed and filed with the Secretary of State of the State of Delaware in accordance with the terms and conditions of Delaware Law and in such form as is reasonably satisfactory to both Parent and the Company. The Merger shall become effective at the time of filing of the Certificate of Merger with the Secretary of State of the State of Delaware in accordance with Delaware Law, or at such later time that the parties hereto shall have agreed and designated in the Certificate of Merger as the effective time of the Certificate of Merger (the “Effective Time”). (c) The Merger shall have the effects set forth in this Agreement and the applicable provisions of the MBCADelaware Law. Without limiting the generality of the foregoing, foregoing and subject thereto, at the Effective Time, (A) all the property, rights, privileges and privileges, immunities, powers and all property, real, personal franchises of the Company and mixedMerger Subsidiary shall vest in the Company as the Surviving Corporation in the Merger, and all debts due to debts, liabilities, obligations and duties of the Company and Merger Sub Subsidiary shall become the debts, liabilities, obligations and duties of the Company, Company as well as all other things and causes of action belonging to Merger Sub and the Company, shall be vested in the Surviving Corporation and shall thereafter be in the property of the Surviving Corporation and (B) Merger, all debts, liabilities and duties of Merger Sub and the Company shall attach to the Surviving Corporation and may be enforced against it to the same extent as if said debts, liabilities and duties had been incurred or contracted by it. (b) At the Closing, Parent, Merger Sub and the Company shall cause the Merger to be consummated by filing all necessary documentation, including an appropriate articles of merger in form and substance reasonably acceptable to Parent (the “Articles of Merger”), with the Secretary of State of the Commonwealth of Massachusetts as provided in the relevant provisions of the MBCA. The Merger shall become effective at the time that the Articles of Merger are duly submitted for filing with, and approved for filing by, the Secretary of State of the Commonwealth of Massachusetts, or such later time as is agreed upon by the parties hereto and specified in the Articles of Merger. The time when the Merger becomes effective is hereinafter referred to as the “Effective Timeunder Delaware Law.”

The Merger. (a) Subject to Upon the terms and subject to the conditions of set forth in this Agreement, at the Effective Time, (i) Merger Sub shall be merged will merge with and into the Company (the “Merger”) in accordance with the provisions of the MBCADGCL, and whereupon the separate existence of Merger Sub shall cease will cease, and (ii) the Company shall will be the surviving entity in the Merger corporation as a wholly owned Subsidiary of Parent (the “Surviving Corporation”). (b) Subject to the provisions of Article 9, the closing of the Merger (the “Closing”) will take place in New York City at the offices of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ or through the electronic exchange of the applicable documents, using PDFs or electronic signatures as soon as possible, but in any event no later than three Business Days after the date the last of 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, waiver of those conditions at the Closing) has been satisfied or, to the extent permissible, 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; provided that, notwithstanding the foregoing, in no event shall continue its existence under Parent be obligated to consummate the MBCAClosing prior to the third Business Day after the last day of the Marketing Period. The date on which the Closing actually occurs is referred to herein as the “Closing Date.” (c) At the Closing, the Company and Merger Sub shall file a certificate of merger (the “Certificate of Merger”), executed in accordance with the relevant provisions of the DGCL, with the Delaware Secretary of State and make all other filings or recordings required by the DGCL in connection with the Merger. The Merger will become effective at such time as the Certificate of ▇▇▇▇▇▇ is duly filed with the Delaware Secretary of State (or at such later time as may be specified in the Certificate of Merger) (the “Effective Time”). (d) The Merger shall have the effects set forth in this Agreement and in the applicable provisions of the MBCADGCL. Without limiting the generality of the foregoing, from and subject thereto, at after the Effective Time, (A) the Surviving Corporation will possess all the rights, powers, privileges and powers franchises and be subject to all property, real, personal and mixed, and all debts due to Merger Sub and the Company, as well as all other things and causes of action belonging to Merger Sub and the Company, shall be vested in the Surviving Corporation and shall thereafter be the property of the Surviving Corporation and (B) all debtsobligations, liabilities and duties restrictions of Merger Sub and the Company shall attach to the Surviving Corporation and may be enforced against it to the same extent as if said debtsMerger Sub, liabilities and duties had been incurred or contracted by it. (b) At the Closing, Parent, Merger Sub and the Company shall cause the Merger to be consummated by filing all necessary documentation, including an appropriate articles of merger in form and substance reasonably acceptable to Parent (the “Articles of Merger”), with the Secretary of State of the Commonwealth of Massachusetts as provided in under the relevant provisions of the MBCA. The Merger shall become effective at the time that the Articles of Merger are duly submitted for filing with, and approved for filing by, the Secretary of State of the Commonwealth of Massachusetts, or such later time as is agreed upon by the parties hereto and specified in the Articles of Merger. The time when the Merger becomes effective is hereinafter referred to as the “Effective TimeDGCL.”

The Merger. (a) Subject to In accordance with the terms and conditions provisions of this AgreementAgreement and the General Corporation Law of the State of Delaware (the "DELAWARE LAW"), at the Effective Time, (i) the Merger Sub Subsidiary shall be merged with and into the Company in accordance with (the provisions of the MBCA"MERGER"), and whereupon the separate existence of the Merger Sub Subsidiary shall cease and (ii) the Company shall be the surviving entity corporation (hereinafter sometimes called the "SURVIVING CORPORATION") in the Merger (the “Surviving Corporation”) and shall continue its existence under the MBCA. The Merger shall have the effects set forth in this Agreement and the applicable provisions a wholly owned subsidiary of the MBCA. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, (A) all rights, privileges and powers and all property, real, personal and mixed, and all debts due to Merger Sub and the Company, as well as all other things and causes of action belonging to Merger Sub and the Company, shall be vested in the Surviving Corporation and shall thereafter be the property of the Surviving Corporation and (B) all debts, liabilities and duties of Merger Sub and the Company shall attach to the Surviving Corporation and may be enforced against it to the same extent as if said debts, liabilities and duties had been incurred or contracted by itParent. (b) At As soon as practicable after satisfaction or, to the Closingextent permitted hereunder, Parentwaiver of all conditions to the Merger, Merger Sub and the Company and Merger Subsidiary shall cause the Merger to be consummated by filing all necessary documentation, including an appropriate articles file a certificate of merger with the Secretary of State of Delaware and make all other filings or recordings required by Delaware Law in form and substance reasonably acceptable to Parent (connection with the “Articles Merger. The Merger shall become effective at such time as the certificate of Merger”), merger is duly filed with the Secretary of State of the Commonwealth of Massachusetts as provided in the relevant provisions of the MBCA. The Merger shall become effective at the time that the Articles of Merger are duly submitted for filing with, and approved for filing by, the Secretary of State of the Commonwealth of Massachusetts, Delaware or at such later time as is specified in the certificate of merger (the "EFFECTIVE TIME"). (c) From and after the Effective Time, the Surviving Corporation shall possess all the rights, privileges, property and powers and be subject to all of the restrictions, disabilities, debts and duties of the Company and Merger Subsidiary, all as provided under the Delaware Law. (d) Unless this Agreement is earlier terminated pursuant to Article 9, the closing of the Merger (the "CLOSING") shall take place at the offices of Pillsbury Winthrop LLP, ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ as soon as practicable, but in any event within two (2) business days after the day on which the last to be fulfilled or waived of the conditions set forth in Article 8 (other than those conditions that by their nature are to be fulfilled at the Closing, but subject to the fulfillment or waiver of such conditions) shall be fulfilled or waived in accordance with this Agreement or at such other time, place and date as is mutually agreed upon to in writing by the parties hereto and specified in the Articles of Mergerhereto. The time when date of the Merger becomes effective Closing is hereinafter referred to in this Agreement as the “Effective Time"CLOSING DATE.”"

The Merger. (a) Subject to Upon the terms and subject to the conditions of set forth in this Agreement, at the Effective Time, (i) Merger Sub Subsidiary shall be merged (the “Merger”) with and into the Company in accordance with the provisions of the MBCAFlorida Law, and whereupon the separate existence of Merger Sub Subsidiary shall cease cease, and (ii) the Company shall be the surviving entity in the Merger corporation (the “Surviving Corporation”). (b) Subject to the provisions of Article 8, the closing of the Merger (the “Closing”) shall take place at the offices of ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, P.A., ▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇▇▇, as soon as possible, but in any event no later than three Business Days after the date the conditions set forth in Article 8 (other than conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or, to the extent permissible, waiver of those conditions at the Closing) have been satisfied or, to the extent permissible, 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 (the “Closing Date”). (c) Upon the Closing, the Company and Merger Subsidiary shall continue its existence under cause the MBCAMerger to be consummated by filing articles of merger (the “Articles of Merger”) with the Secretary of State of the State of Florida, in such form as is required by, and executed in accordance with, the relevant provisions of Florida Law. The Merger shall have become effective at such time (the “Effective Time”) as the Articles of Merger are duly filed with the Secretary of State of 1 Table of Contents the State of Florida (or at such later time as permitted by Florida Law as Parent and the Company shall agree and shall be specified in the Articles of Merger). (d) The effects set forth of the Merger shall be as provided in this Agreement and in the applicable provisions of the MBCAFlorida Law. Without limiting the generality of the foregoing, foregoing and subject thereto, at the Effective Time, (A) the Surviving Corporation shall possess all the properties, rights, powers, privileges and powers franchises and be subject to all property, real, personal and mixed, and all debts due to Merger Sub and the Company, as well as all other things and causes of action belonging to Merger Sub and the Company, shall be vested in the Surviving Corporation and shall thereafter be the property of the Surviving Corporation obligations, liabilities, restrictions and (B) all debts, liabilities and duties disabilities of Merger Sub and the Company shall attach to the Surviving Corporation and may be enforced against it to the same extent as if said debtsMerger Subsidiary, liabilities and duties had been incurred or contracted by it. (b) At the Closing, Parent, Merger Sub and the Company shall cause the Merger to be consummated by filing all necessary documentation, including an appropriate articles of merger in form and substance reasonably acceptable to Parent (the “Articles of Merger”), with the Secretary of State of the Commonwealth of Massachusetts as provided in the relevant provisions of the MBCA. The Merger shall become effective at the time that the Articles of Merger are duly submitted for filing with, and approved for filing by, the Secretary of State of the Commonwealth of Massachusetts, or such later time as is agreed upon by the parties hereto and specified in the Articles of Merger. The time when the Merger becomes effective is hereinafter referred to as the “Effective Timeunder Florida Law.”

The Merger. (a) Subject to the terms and conditions of this Agreement, at the Effective TimeTime (as defined in Section 1.2 below), the Company and Newco shall, in accordance with the PBCL, consummate a merger (ithe "MERGER") Merger Sub in which the Company shall be merged with and into the Company in accordance with the provisions of the MBCA, Newco and the separate corporate existence of the Company shall thereupon cease. In lieu of the Company being merged with and into Newco, if all of the conditions set forth in Article VII (excluding the condition set forth in Section 7.1(h) and any conditions that, by their terms, cannot be satisfied until the Closing Date (as hereinafter defined)) have been satisfied or waived, and if, based on a reasonable good faith determination, the combination of (a) the trading price of Parent Common Stock (as defined in Section 5.2 below) immediately prior to the Effective Time (by taking into account the Reorganization Assumption (as defined in Section 6.11 below)), (b) the aggregate amount of Cash Consideration (plus the aggregate amount of cash paid in lieu of issuing fractional shares of Parent Stock pursuant to Section 3.1(e) hereof) received by holders of Company Shares (as defined in Section 3.1 below) in the Merger Sub shall cease and (c) the aggregate amount paid to holders of the Company's Preferred Stock in connection with any redemption by the Company of such shares (the "REDEMPTION AMOUNT") could result in an amount exceeding 60% of the combination of (i) the Redemption Amount and (ii) the total fair market value of the aggregate consideration payable and deliverable to the holders of Company shall be the surviving entity in Stock as a result of the Merger (such circumstance described above being referred to herein as a "REVERSE MERGER CIRCUMSTANCE"), then the “Surviving Corporation”) "Merger" shall automatically be a merger of Newco with and shall continue its existence under into the MBCA. The Merger shall have the effects set forth in this Agreement and the applicable provisions of the MBCA. Without limiting the generality of the foregoing, and subject thereto, Company at the Effective Time, (A) in which case, as a consequence of the Merger, the separate corporate existence of Newco shall thereupon cease. The corporation surviving the Merger shall be governed by the laws of the Commonwealth of Pennsylvania and is sometimes hereinafter referred to as the "SURVIVING CORPORATION." In accordance with Section 1929 of the PBCL, all of the rights, privileges privileges, powers, immunities, purposes and powers and all property, real, personal and mixed, and all debts due to Merger Sub franchises of Newco and the Company, as well as all other things and causes of action belonging to Merger Sub and the Company, Company shall be vested vest in the Surviving Corporation and shall thereafter be the property all of the Surviving Corporation and (B) all debts, liabilities liabilities, obligations and duties of Merger Sub Newco and the Company shall attach to become the debts, liabilities, obligations and duties of the Surviving Corporation Corporation. The parties acknowledge and may be enforced against it to agree that in the same extent as if said debtsevent of a Reverse Merger Circumstance, liabilities and duties had been incurred or contracted by it. (b) At the Closing, Parent, Merger Sub and the Company shall cause the Merger is not intended to be consummated by filing all necessary documentation, including an appropriate articles of merger in form and substance reasonably acceptable to Parent (the “Articles of Merger”), with the Secretary of State qualify as a reorganization under Section 368(a) of the Commonwealth of Massachusetts as provided in the relevant provisions of the MBCA. The Merger shall become effective at the time that the Articles of Merger are duly submitted for filing with, and approved for filing by, the Secretary of State of the Commonwealth of Massachusetts, or such later time as is agreed upon by the parties hereto and specified in the Articles of Merger. The time when the Merger becomes effective is hereinafter referred to as the “Effective TimeCode.”

The Merger. (a) Subject to the satisfaction or waiver of all of the conditions set forth in Article 11, and provided, that this Agreement has not theretofore been terminated pursuant to its terms, on the Closing Date, SPAC and Merger Sub shall execute, or cause to be executed, and file, or cause to be filed, a certificate of merger that is mutually agreed in writing by the Target Companies and SPAC (the “Certificate of Merger”) and any other documents required to effect the Merger pursuant to the DGCL with the Secretary of State of the State of Delaware, in each case, in accordance with the DGCL. The Merger shall become effective at the time when the Certificate of ▇▇▇▇▇▇ is accepted for filing by the Secretary of State of the State of Delaware or at such later time as may be agreed by SPAC and the Target Companies in writing and specified in the Certificate of Merger. The consummation of the Reorganization shall be a condition precedent to the consummation of the Merger. The time at which the Merger actually becomes effective is referred to herein as the “Merger Effective Time.” (b) Upon the terms and subject to the conditions of set forth in this Agreement, at the Merger Effective Time, (i) Merger Sub shall be merged with and into the Company SPAC in accordance with the provisions Section 251(g) of the MBCADGCL, and with SPAC being the surviving company in the Merger. The Merger shall be evidenced by the filing of the Certificate of Merger pursuant to Section 2.3(a). (c) Upon consummation of the Merger, the separate corporate existence of Merger Sub shall cease and (ii) the Company shall be SPAC, as the surviving entity in company of the Merger (hereinafter referred to for the periods at and after the Merger Effective Time as the “Surviving CorporationCompany”) and ), shall continue its corporate existence under the MBCADGCL, as a direct, wholly owned subsidiary of New PubCo. 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 MBCADGCL. Without limiting the generality of the foregoing, and subject thereto, at the Merger Effective Time, (A) all of the property, rights, privileges and privileges, immunities, powers and all property, real, personal franchises of SPAC and mixedMerger Sub shall vest in the Surviving Company, and all debts due to Merger Sub and the Company, as well as all other things and causes of action belonging to Merger Sub and the Company, shall be vested in the Surviving Corporation and shall thereafter be the property of the Surviving Corporation and (B) all debts, liabilities and duties of SPAC and Merger Sub and shall become the Company shall attach to the Surviving Corporation and may be enforced against it to the same extent as if said debts, liabilities and duties had been incurred or contracted by it. (b) At the Closing, Parent, Merger Sub and the Company shall cause the Merger to be consummated by filing all necessary documentation, including an appropriate articles of merger in form and substance reasonably acceptable to Parent (the “Articles of Merger”), with the Secretary of State of the Commonwealth of Massachusetts as provided in the relevant provisions of the MBCA. The Merger shall become effective at the time that the Articles of Merger are duly submitted for filing with, and approved for filing by, the Secretary of State of the Commonwealth of Massachusetts, or such later time as is agreed upon by the parties hereto and specified in the Articles of Merger. The time when the Merger becomes effective is hereinafter referred to as the “Effective TimeSurviving Company.”

The Merger. (a) Subject to At the Effective Time, MediaOne shall be merged (the "MERGER") with and into Comcast in accordance with Delaware Law and Pennsylvania Law and upon the terms and conditions of set forth in this Agreement, whereupon the separate existence of MediaOne shall cease and Comcast shall be the surviving corporation (the "SURVIVING CORPORATION"). (b) As soon as practicable (and, in any event, within 5 Business Days) after satisfaction or, to the extent permitted hereunder, waiver of all conditions to the Merger set forth in Article 9, other than conditions that by their nature are to be satisfied at the Effective Time and will in fact be satisfied at the Effective Time, (i) Merger Sub a certificate of merger shall be merged with duly prepared, executed and into the Company in accordance with the provisions of the MBCA, acknowledged by MediaOne and the separate existence of Merger Sub shall cease Comcast and (ii) the Company shall be the surviving entity in the Merger (the “Surviving Corporation”) and shall continue its existence under the MBCA. The Merger shall have the effects set forth in this Agreement and the applicable provisions of the MBCA. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, (A) all rights, privileges and powers and all property, real, personal and mixed, and all debts due thereafter delivered to Merger Sub and the Company, as well as all other things and causes of action belonging to Merger Sub and the Company, shall be vested in the Surviving Corporation and shall thereafter be the property of the Surviving Corporation and (B) all debts, liabilities and duties of Merger Sub and the Company shall attach to the Surviving Corporation and may be enforced against it to the same extent as if said debts, liabilities and duties had been incurred or contracted by it. (b) At the Closing, Parent, Merger Sub and the Company shall cause the Merger to be consummated by filing all necessary documentation, including an appropriate articles of merger in form and substance reasonably acceptable to Parent (the “Articles of Merger”), with the Secretary of State of Delaware for filing pursuant to Delaware Law and (ii) articles of merger shall be duly prepared, executed and acknowledged by MediaOne and Comcast and thereafter delivered to the Commonwealth Department of Massachusetts State of Pennsylvania for filing pursuant to Pennsylvania Law. Such certificate of merger and articles of merger shall be referred to herein as provided in the relevant provisions of the MBCA"CERTIFICATE OF MERGER". The Merger shall become effective at such time (the time that "EFFECTIVE TIME") as the Articles Certificate of Merger are is duly submitted for filing with, and approved for filing by, the filed with such Secretary of State of the Commonwealth Delaware and Department of Massachusetts, State of Pennsylvania (or at such later time as is may be agreed upon by the parties hereto MediaOne and Comcast and specified in the Articles Certificate of Merger. The time when ). (c) From and after the Merger becomes effective is hereinafter referred to as the “Effective Time, the Surviving Corporation shall possess all the rights, powers, privileges and franchises and be subject to all of the obligations, liabilities, restrictions and disabilities of MediaOne and Comcast, all as provided under Delaware Law and Pennsylvania Law.”

The Merger. (a) Subject to Upon the terms and subject to the satisfaction or waiver (to the extent permitted by applicable Law) of the conditions set forth in Article VI (other than those conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction or waiver (to the extent permitted by applicable Law) of this Agreementsuch conditions at the Closing), as of and at the Effective Time, (i) Merger Sub Subsidiary shall be merged with and into the Company in accordance with the provisions of Delaware General Corporation Law (the MBCA, and “DGCL”) whereupon the separate existence of Merger Sub Subsidiary shall cease cease, and (ii) the Company shall be the surviving entity in the Merger corporation (the “Surviving Corporation”) and shall continue its existence under the MBCA. The Merger shall have the effects set forth in this Agreement and the applicable provisions as a wholly-owned direct Subsidiary of the MBCA. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, (A) all rights, privileges and powers and all property, real, personal and mixed, and all debts due to Merger Sub and the Company, as well as all other things and causes of action belonging to Merger Sub and the Company, shall be vested in the Surviving Corporation and shall thereafter be the property of the Surviving Corporation and (B) all debts, liabilities and duties of Merger Sub and the Company shall attach to the Surviving Corporation and may be enforced against it to the same extent as if said debts, liabilities and duties had been incurred or contracted by itParent. (b) The consummation of the Merger shall take place at a closing (the “Closing”) to be held remotely via electronic transmission of related documentation or similar means, on a date and at a time to be agreed upon by Parent and the Company, which date shall be no later than the second (2nd) Business Day after the satisfaction or waiver (to the extent permitted by applicable Law) of the conditions set forth in Article VI (other than those conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction or waiver (to the extent permitted by applicable Law) of such conditions at the Closing), or at such other location, date and time as Parent and the Company shall mutually agree upon in writing; provided, that notwithstanding the foregoing, unless otherwise agreed by Parent in writing, neither Parent nor Merger Subsidiary shall be required to effect the Closing prior to April 8, 2025. The date upon which the Closing shall actually occur pursuant hereto is referred to herein as the “Closing Date.” (c) At the Closing, Parent, Merger Sub and the Company shall cause the Merger to be consummated by filing all necessary documentation, including an appropriate articles file a certificate of merger in requisite and customary form and substance reasonably acceptable to Parent (the “Articles of Merger”), with the Secretary of State of the Commonwealth State of Massachusetts as provided Delaware and make all other filings or recordings required by the DGCL in connection with the relevant provisions of the MBCAMerger. The Merger shall become effective at such time as the time that the Articles certificate of Merger are merger is duly submitted for filing with, and approved for filing by, filed with the Secretary of State of the Commonwealth State of Massachusetts, Delaware (or at such later time as is may be mutually agreed upon to by the parties hereto and as specified in the Articles certificate of Mergermerger). The time when as of which the Merger becomes effective is hereinafter referred to herein as the “Effective Time”.” (d) From and after the Effective Time, the Surviving Corporation shall possess all the rights, powers, privileges and franchises and be subject to all of the obligations, liabilities, restrictions and disabilities of the Company and Merger Subsidiary, all as provided under the DGCL.

The Merger. (a) Subject to the terms and conditions of this Agreement, at At the Effective Time, (i) in accordance with the Delaware Law, and upon the terms and subject to the conditions set forth in this Agreement, Merger Sub shall be merged with and into the Company in accordance with the provisions of the MBCACompany, and at which time the separate existence of Merger Sub shall cease and (ii) the Company shall be survive the surviving entity Merger as a direct or indirect subsidiary of Parent. (b) As soon as reasonably practicable on the Closing Date, and subject to the provisions of this Agreement, the Company and Merger Sub will file a certificate of merger meeting the requirements of the Delaware Law with the Secretary of State of the State of Delaware. 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 later time as the Company and Merger Sub may agree and specify in the certificate of merger (such time as the Merger becomes effective, the "Effective Time"). (the “Surviving Corporation”c) and shall continue its existence under the MBCA. The Merger shall have the effects set forth in this Agreement and the applicable provisions of the MBCADelaware Law. Without limiting the generality of the foregoing, from and subject thereto, at after the Effective Time, (A) the Surviving Corporation shall possess all the rights, powers, privileges and powers franchises and be subject to all property, real, personal and mixed, and all debts due to Merger Sub and the Company, as well as all other things and causes of action belonging to Merger Sub and the Company, shall be vested in the Surviving Corporation and shall thereafter be the property of the Surviving Corporation obligations, liabilities, restrictions and (B) all debts, liabilities and duties disabilities of Merger Sub and the Company shall attach to and Merger Sub, all as provided under the Surviving Corporation and may be enforced against it to the same extent as if said debts, liabilities and duties had been incurred or contracted by itDelaware Law. (bd) At The closing of the Merger (the "Closing") shall take place (i) at the offices of Fried, Frank, Harris, Shriver & Jacobson LLP located at One New York Plaza, New York, New ▇▇▇▇, as ▇▇▇▇ ▇▇ practicable (but ▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇ Business Day) after the day on which the last condition to the Merger is satisfied or validly waived (other than those conditions that by their nature cannot be satisfied until the Closing, Parent, but subject to the satisfaction or valid waiver of such conditions) or (ii) at such other place and time or on such other date as the Company and Merger Sub and the Company shall cause the Merger to be consummated by filing all necessary documentation, including an appropriate articles of merger may agree in form and substance reasonably acceptable to Parent writing (the “Articles of Merger”), with the Secretary of State actual date of the Commonwealth of Massachusetts as provided in the relevant provisions of the MBCA. The Merger shall become effective at the time that the Articles of Merger are duly submitted for filing with, and approved for filing byClosing, the Secretary of State of the Commonwealth of Massachusetts, or such later time as is agreed upon by the parties hereto and specified in the Articles of Merger. The time when the Merger becomes effective is hereinafter referred to as the “Effective Time"Closing Date").”

The Merger. (a) Subject 2.1.1. Immediately prior to the terms and conditions of this Agreement, at the Effective Time, TLC shall contribute the Merger Consideration to Merger Subsidiary in exchange for common stock of Merger Subsidiary (i) the "Merger Sub Subsidiary Common Shares"). 2.1.2. At the Effective Time, Merger Subsidiary shall be merged with and into the Company LVCI in accordance with the provisions of the MBCADelaware Law, and whereupon the separate existence of Merger Sub Subsidiary shall cease cease, and LVCI shall survive and continue to exist as a Delaware corporation (the "Surviving Corporation"). 2.1.3. As soon as practicable and in any event no later than the later of (a) the last day of the month and (iib) five Business Days after satisfaction (or, to the Company extent permitted hereunder, waiver) of all conditions to the Merger, LVCI and Merger Subsidiary will cause to be filed a certificate of merger with the Secretary of State of the State of Delaware and make all other filings or recordings required by Law in connection with the Merger. The Closing of the Merger will take place at the offices of Torys, Suite 3000, Maritime Lif▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇, ▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇, ▇r such other place as the parties may agree. The Merger shall be become effective at such time as the surviving entity certificate of merger is duly filed with the Secretary of State of the State of Delaware or at such later time as is specified in the Merger certificate of merger (the “Surviving Corporation”) and shall continue its existence under "Effective Time"). The date of the MBCAClosing is referred to herein as the "Closing Date". 2.1.4. The Merger shall have the effects set forth in this Agreement and the applicable provisions of the MBCAprescribed by Delaware Law. Without limiting the generality of the foregoing, and subject thereto, at from and after the Effective Time, (A) all rights, privileges and powers and all property, real, personal and mixed, and all debts due to Merger Sub and the Company, as well as all other things and causes of action belonging to Merger Sub and the Company, shall be vested in the Surviving Corporation shall possess all the assets (except for the Merger Consideration which the LVCI stockholders and shall thereafter others are entitled to receive), rights, privileges, powers and franchises and be the property subject to all of the Surviving Corporation and (B) all debtsliabilities, liabilities restrictions, disabilities and duties of LVCI and Merger Sub and the Company shall attach to the Surviving Corporation and may be enforced against it to the same extent as if said debtsSubsidiary, liabilities and duties had been incurred or contracted by it. (b) At the Closing, Parent, Merger Sub and the Company shall cause the Merger to be consummated by filing all necessary documentation, including an appropriate articles of merger in form and substance reasonably acceptable to Parent (the “Articles of Merger”), with the Secretary of State of the Commonwealth of Massachusetts as provided in the relevant provisions of the MBCA. The Merger shall become effective at the time that the Articles of Merger are duly submitted for filing with, and approved for filing by, the Secretary of State of the Commonwealth of Massachusetts, or such later time as is agreed upon by the parties hereto and specified in the Articles of Merger. The time when the Merger becomes effective is hereinafter referred to as the “Effective Timeunder Delaware Law.”

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, (i) Merger Sub the Purchaser shall be merged with and into the Company in accordance with the provisions Company. As a result of the MBCAMerger, the separate corporate existence of the Purchaser shall cease, and the separate existence of Merger Sub shall cease and (ii) the Company shall be continue as the surviving entity in corporation of the Merger (the “Surviving Corporation”) and shall continue its existence under the MBCA). The Merger shall have be effected pursuant to Section 251(h) of the effects DGCL and shall be effected as soon as practicable following the Acceptance Time. Table of Contents (b) The closing of the Merger (the “Closing”) shall take place at the offices of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, Menlo Park, California 95025, as soon as practicable following the Acceptance Time and the satisfaction or, if permitted, waiver of the last to be satisfied of the conditions set forth in ARTICLE VI (other than conditions that, by their nature, are to be satisfied at the Closing, but subject to the satisfaction (or waiver, if permitted by applicable Law) of those conditions), and in any event within two (2) Business Days thereafter, or at such other location, date and time as is agreed to in writing by the parties hereto. The date upon which the Closing shall actually occur pursuant hereto is referred to herein as the “Closing Date.” (c) Upon the terms and subject to the conditions set forth in this Agreement and Agreement, on the applicable provisions of the MBCA. Without limiting the generality of the foregoingClosing Date, and subject thereto, at the Effective Time, (A) all rights, privileges and powers and all property, real, personal and mixed, and all debts due to Merger Sub and the Company, or on such other date as well as all other things and causes of action belonging to Merger Sub and the Company, shall be vested in the Surviving Corporation and shall thereafter be the property of the Surviving Corporation and (B) all debts, liabilities and duties of Merger Sub Parent and the Company shall attach may agree to the Surviving Corporation and may be enforced against it to the same extent as if said debts, liabilities and duties had been incurred or contracted by it. (b) At the Closingin writing, Parent, Merger Sub the Purchaser and the Company shall cause the Merger to be consummated under the DGCL by filing all necessary documentation, including an appropriate articles a certificate of merger in such a form as required by, and substance reasonably acceptable to Parent executed in accordance with, the DGCL (the “Articles Certificate of Merger”), ) with the Secretary of State of the Commonwealth State of Massachusetts as provided Delaware in accordance with the relevant provisions of the MBCADGCL and shall take such further actions as may be required to make the Merger effective. The Merger shall become effective at the date and time that the Articles of Merger are duly submitted for such filing with, and approved for filing by, acceptance by the Secretary of State of the Commonwealth State of MassachusettsDelaware, or such later date and time as is agreed upon by the parties hereto and specified in the Articles Certificate of Merger. The time when the Merger becomes effective is hereinafter , shall be referred to herein as the “Effective Time”.” (d) At the Effective Time, the effect of the Merger shall be as provided in this Agreement and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, at the Effective Time, all of the property, rights, privileges, immunities, powers and franchises of the Company and the Purchaser shall vest in the Surviving Corporation, and all of the debts, liabilities and duties of the Company and the Purchaser shall become the debts, liabilities and duties of the Surviving Corporation.

The Merger. (a) Subject to the terms and conditions of this Agreement, at the Effective TimeTime (as defined in Section 1.1(b)), (i) Merger Sub the Company shall be merged with and into the Company Merger Subsidiary (the "Merger") in accordance with the provisions of Delaware General Corporation Law (the MBCA"DGCL"), and whereupon the separate existence of Merger Sub shall cease and (ii) the Company shall cease, and the Merger Subsidiary shall be the surviving entity in corporation (the "Surviving Corporation"). (b) The consummation of the Merger (the “Surviving Corporation”"Closing") shall take place (i) at the offices of B▇▇▇▇ ▇▇▇▇ LLP, St. Louis at 10:00 A.M., on such date (the "Closing Date") as Parent shall notify the Company in writing not less than five days prior thereto, which date shall not be more than 10 days after the last of the conditions set forth in Article 8 hereof shall be satisfied or waived in accordance with this Agreement, or (ii) such other place, time and date as the parties hereto shall continue its existence agree. Prior to the Closing, Merger Subsidiary and the Company shall execute and deliver to the Secretary of State of the State of Delaware, a Certificate of Merger in proper form for filing under the MBCA. DGCL on the day of the Closing, and 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 later time as may be specified in the Certificate of Merger, such time being herein called the "Effective Time." (c) The Merger shall have the effects set forth in this Agreement and the applicable provisions of the MBCADGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective TimeTime (i) the Surviving Corporation shall possess all assets and property of every description, (A) all and every interest therein, wherever located, and the rights, privileges and powers and all propertyprivileges, realimmunities, personal and mixedpowers, franchises, and all debts due to Merger Sub and the Companyauthority, of a public as well as of a private nature, of each of the Company and the Merger Subsidiary and all other things and causes of action obligations belonging to Merger Sub and the Company, or due each of them shall be vested in the Surviving Corporation without further act or deed; (ii) title to any real estate or any interest therein vested in either of the Company or the Merger Subsidiary shall not revert or in any way be impaired by reason of the Merger; (iii) all rights of creditors and shall thereafter be the all liens on any property of the Surviving Corporation Company and the Merger Subsidiary shall be preserved unimpaired; and (Biv) all debts, liabilities and duties of Merger Sub and the Company shall attach to the Surviving Corporation shall be liable for all the obligations of the Company and the Merger Subsidiary, and any claim existing, or action or proceeding pending, by or against either of them, may be enforced against it prosecuted to judgment with the same extent right of appeal, as if said debts, liabilities and duties had been incurred or contracted by it. (b) At the Closing, Parent, Merger Sub and the Company shall cause the Merger to be consummated by filing all necessary documentation, including an appropriate articles of merger in form and substance reasonably acceptable to Parent (the “Articles of Merger”), with the Secretary of State of the Commonwealth of Massachusetts as provided in the relevant provisions of the MBCAhad not taken place. The Merger shall become effective at the time that the Articles of Merger are duly submitted for filing with, and approved for filing by, the Secretary of State of the Commonwealth of Massachusetts, or such later time as is agreed upon by the parties hereto and specified in the Articles of Merger. The time when the Merger becomes effective is hereinafter referred to as the “Effective Time.”34

The Merger. (a) Subject to Upon the terms and subject to the conditions of this Merger Agreement, at the Effective Time, (i) Merger Sub INTERMAT shall be merged with and into the Company Merger Sub in accordance with the provisions of DGCL and the MBCATBCA, and whereupon the separate existence of INTERMAT shall cease, and Merger Sub shall cease and (ii) the Company shall be the surviving entity in the Merger (the “Surviving Corporation”) and shall continue its existence under the MBCA. The Merger shall have the effects set forth in this Agreement and the applicable provisions of the MBCA. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, (A) all rights, privileges and powers and all property, real, personal and mixed, and all debts due to Merger Sub and the Company, as well as all other things and causes of action belonging to Merger Sub and the Company, shall be vested in the Surviving Corporation and shall thereafter be the property of the Surviving Corporation and (B) all debts, liabilities and duties of Merger Sub and the Company shall attach to the Surviving Corporation and may be enforced against it to the same extent as if said debts, liabilities and duties had been incurred or contracted by it. (b) At The Merger shall become effective on the Closing, Parent, date and at the time (the "Effective Time") that the Certificate of Merger Sub shall have been accepted for filing by the Secretary of State of the State of Delaware and the Company Articles of Merger shall have been accepted for filing by the Secretary of State of the State of Texas. (c) Unless this Merger Agreement shall have been terminated and the transactions herein contemplated shall have been abandoned pursuant to Section 10.01, and subject to the satisfaction or, if permissible, waiver of the conditions set forth in Article IX, the closing of the Merger (the "Closing") shall take place as promptly as practicable after satisfaction or waiver of the conditions set forth in Article IX (the "Closing Date"), at the offices of ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, One Citicorp Center, ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, unless another date, time or place is agreed to in writing by the parties hereto. The parties hereto shall their reasonable best efforts to cause the Certificate of Merger and the Articles of Merger to be consummated by filing all necessary documentation, including an appropriate articles of merger in form and substance reasonably acceptable to Parent (the “Articles of Merger”), filed with the Secretary of State of the Commonwealth State of Massachusetts as provided in the relevant provisions of the MBCA. The Merger shall become effective at the time that the Articles of Merger are duly submitted for filing with, Delaware and approved for filing by, the Secretary of State of the Commonwealth State of MassachusettsTexas, respectively, on the Closing Date or such later time as is agreed upon by soon as practicable thereafter. (d) From and after the parties hereto and specified in the Articles of Merger. The time when the Merger becomes effective is hereinafter referred to as the “Effective Time, the Surviving Corporation shall have all the rights, privileges, powers and franchises and be subject to all of the restrictions, disabilities and duties of INTERMAT and Merger Sub, all as provided under the DGCL and the TBCA.”

The Merger. (a) Subject to Upon the terms and subject to the conditions of set forth in this Agreement, at the Effective Time, (i) at the Effective Time (as defined below), Merger Sub Subsidiary shall be merged with and into the Company in accordance with the provisions requirements of the MBCADGCL, and whereupon the separate existence of Merger Sub Subsidiary shall cease cease, and (ii) the Company shall be the surviving entity corporation in the Merger (the “Surviving Corporation”) and shall continue its existence under the MBCA. The Merger shall have the effects set forth in this Agreement and the applicable provisions of the MBCA. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, (A) all rights, privileges and powers and all property, real, personal and mixed, and all debts due to Merger Sub and the Company, as well as all other things and causes of action belonging to Merger Sub and the Company, shall be vested in the Surviving Corporation and shall thereafter be the property of the Surviving Corporation and (B) all debts, liabilities and duties of Merger Sub and the Company shall attach to the Surviving Corporation and may be enforced against it to the same extent as if said debts, liabilities and duties had been incurred or contracted by it). (b) At On the Closing Date, immediately after the Closing, Parent, Merger Sub and the Company shall cause will file a certificate of merger with respect to the Merger to be consummated by filing all necessary documentation, including an appropriate articles of merger in form and substance reasonably acceptable to Parent (the “Articles of Merger”), with the Secretary of State of the Commonwealth State of Massachusetts as provided Delaware (the “Certificate of Merger”) and the parties shall make all other filings or recordings required by the DGCL in connection with the relevant provisions of the MBCAMerger. The Merger shall become effective at such time as the time that the Articles Certificate of Merger are ▇▇▇▇▇▇ is duly submitted for filing with, and approved for filing by, filed with the Secretary of State of the Commonwealth State of Massachusetts, Delaware or at such later time as Parent and the Company may agree and is agreed upon by the parties hereto and specified in the Articles Certificate of Merger. The time when the Merger becomes effective is hereinafter referred to as (the “Effective Time”). (c) From and after the Effective Time, the Surviving Corporation shall possess all the rights, privileges, powers and franchises and be subject to all of the restrictions, disabilities and duties of the Company and Merger Subsidiary, all as provided under the DGCL. (d) The closing of the Merger (the “Closing”) shall take place (i) at the offices of ▇▇▇▇, ▇▇▇▇▇, Rifkind, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇ or remotely by exchange of documents and signatures (or their electronic counterparts) as soon as practicable on the second (2nd) Business Day following the day on which the last to be fulfilled or waived of the conditions set forth in Article VIII (other than those conditions that by their nature are to be fulfilled at the Closing, but subject to the fulfillment or waiver of such conditions) shall be fulfilled or waived in accordance with this Agreement or (ii) at such other place and time as the Company and Parent may agree in writing (the “Closing Date”).

The Merger. a. The Merger shall be executed in accordance with Sections 314 - 327 of the Companies Law and the Companies Regulations (a) Subject Merger), 2000 promulgated thereunder, and shall be subject to the terms and conditions fulfillment of the Closing Conditions (as defined in Section 7 below). b. As soon as reasonably practicable after the execution of this Agreement, at the Effective TimeParties undertake to use their best efforts to perform all actions and obtain all documents and/or certificates as required to facilitate the successful consummation of the Merger by this Agreement, such as required by law and/or agreement, including the following: (i) Merger Sub shall performance of all requisite action as set forth in Sections 314 – 327 of the Companies Law and the Companies Regulations (Merger), 2000 promulgated thereunder; (ii) fulfillment of the Closing Conditions (as defined hereinafter); and (iii) delivery of all required reports, notices and certificates to the Registrar of Companies of the State of Israel (the “Companies Registrar”), including the applicable merger proposal to be merged with and into the Company executed in accordance with the provisions Section 316 of the MBCACompanies Law (the “Merger Proposal”). c. Without derogating from the above, as soon as reasonably practicable after the execution of this Agreement the Parties shall prepare and file with the Israeli Income Tax Authority (the “ITA”) applications for the Tax Rulings (as defined below). d. The Merger shall be deemed to have been consummated on, and effective, subject to the fulfillment of the Closing Conditions set forth in Section 7, as of the date in which all the required approvals have been received by the Companies Registrar in accordance with this Agreement, the Companies Law and the regulations promulgated thereunder, and the separate existence receipt of Merger Sub shall cease and (ii) merger certificate by the Company shall be the surviving entity in the Merger Companies Registrar (the “Surviving CorporationMerger Effective Date”) and shall continue its existence under the MBCA. ). e. The Merger shall have the effects set forth in the Companies Law and this Agreement and Agreement, and: 1) without derogating from the applicable provisions of the MBCA. Without limiting the generality Section 323 of the foregoingCompanies Law, as of the Merger Effective Date, (i) all assets, liabilities, licenses, permissions, and subject theretoagreements, at the Effective Timeincluding any tangible and intangible properties, rights, privileges, immunities and franchises, (Aii) all rights, privileges debts and powers and all property, real, personal and mixedliabilities, and (iii) all debts and every other interest or asset of any kind (including any intellectual property and good will whatsoever), of or belonging to or due to Merger Sub and the Company, as well as all other things and causes of action belonging to Merger Sub and the Company, shall be deemed to have been transferred to and vested in the Surviving Corporation and shall thereafter be the property Gix Media without further act or deed. 2) as of the Surviving Corporation and (B) all debts, liabilities and duties of Merger Sub and the Company shall attach to the Surviving Corporation and may be enforced against it to the same extent as if said debts, liabilities and duties had been incurred or contracted by it. (b) At the Closing, ParentEffective Date, Merger Sub will cease to exist in accordance with Section 323(4) of the Companies Law, and Gix Media shall continue as the Company shall cause surviving company. f. As of the Merger to be consummated by filing all necessary documentationEffective Date, including an appropriate the articles of merger association of Gix Media (as the surviving company) shall be replaced with the articles in the form attached hereto as Exhibit A, until duly amended as provided therein and substance by applicable law. g. In connection with and contingent upon the Merger Effective Date, the Parties agree that as soon as reasonably acceptable to practicable following the Merger Effective Date, the board of directors of Viewbix Parent (the “Articles Viewbix Board”) shall cause four (4) representatives of Merger”)Gix Media to be appointed to the Viewbix Board, with such that, following the Secretary of State of the Commonwealth of Massachusetts as provided in the relevant provisions of the MBCA. The Merger shall become effective at the time that the Articles of Merger are duly submitted for filing with, and approved for filing byEffective Date, the Secretary Viewbix Board shall consist of State of the Commonwealth of Massachusetts, or such later time as is agreed upon by the parties hereto and specified in the Articles of Merger. The time when the Merger becomes effective is hereinafter referred to as the “Effective Timesix (6) members.”

The Merger. (a) Subject to On the terms and subject to the satisfaction or waiver of the conditions of set forth in this Agreement, at and in accordance with the Effective TimeDGCL, (i) Merger Sub Subsidiary shall be merged with and into the Company in accordance with the provisions of the MBCAMerger, and whereupon, the separate existence of Merger Sub Subsidiary shall cease and (ii) the Company shall be the surviving entity in the Merger (the “Surviving Corporation”) and shall continue its corporate existence under the MBCAlaws of the State of Delaware as a wholly owned subsidiary of Parent. (b) Subject to the satisfaction or, to the extent permissible, waiver of the conditions set forth in Article IX, the closing of the Merger (the “Closing”) shall take place at the offices of O’Melveny & ▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ at 6:00 a.m. Los Angeles, California time, on December 29, 2017, or at such other place, at such other time or on such other date as Parent and the Company may mutually agree consistent with the DGCL (the date on which the Closing occurs, the “Closing Date”); provided, that, all of the conditions set forth in Article IX (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or, to the extent permissible, waiver of those conditions at the Closing) shall have been satisfied or, to the extent permissible, waived by the party or parties entitled to the benefit of such conditions; provided, further, however, that the parties may attend and conduct the Closing (including the exchange of documents and signatures) by means of remote communication and shall not be required to personally attend; provided, further, however, that, if the Waiver has not been obtained and the Supplemental Indenture has been not been executed by the earlier of (x) the time of satisfaction or, to the extent permissible, waiver of the conditions set forth in Article IX (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or, to the extent permissible, waiver of those conditions at the Closing) and (y) December 29, 2017, then the Closing shall occur on a Business Day during the Refinancing Period specified by Parent on no less than five (5) Business Days’ notice to the Company (subject to the satisfaction or waiver (by the party entitled to grant such waiver) of all conditions set forth in Article IX for the Closing as of the date determined pursuant to this proviso). (c) At the Closing, the Company and Merger Subsidiary shall file the Certificate of Merger with the Secretary of State of the State of Delaware and make all other filings or recordings required by the DGCL in connection with the Merger. The Merger shall become effective at such time (the “Effective Time”) as the Certificate of Merger is duly filed with the Secretary of State of the State of Delaware (or at such later time as may be specified in the Certificate of Merger). (d) From and after the Effective Time, the Merger shall have the effects set forth in this Agreement and the applicable provisions Section 259 of the MBCA. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, (A) all rights, privileges and powers and all property, real, personal and mixed, and all debts due to Merger Sub and the Company, as well as all other things and causes of action belonging to Merger Sub and the Company, shall be vested in the Surviving Corporation and shall thereafter be the property of the Surviving Corporation and (B) all debts, liabilities and duties of Merger Sub and the Company shall attach to the Surviving Corporation and may be enforced against it to the same extent as if said debts, liabilities and duties had been incurred or contracted by itDGCL. (b) At the Closing, Parent, Merger Sub and the Company shall cause the Merger to be consummated by filing all necessary documentation, including an appropriate articles of merger in form and substance reasonably acceptable to Parent (the “Articles of Merger”), with the Secretary of State of the Commonwealth of Massachusetts as provided in the relevant provisions of the MBCA. The Merger shall become effective at the time that the Articles of Merger are duly submitted for filing with, and approved for filing by, the Secretary of State of the Commonwealth of Massachusetts, or such later time as is agreed upon by the parties hereto and specified in the Articles of Merger. The time when the Merger becomes effective is hereinafter referred to as the “Effective Time.”

The Merger. (a) Subject to the terms and conditions of this Agreement, at At the Effective Time, (i) Merger Sub Subsidiary shall be merged (the “ Merger ”) with and into the Company in accordance with the provisions of the MBCADelaware Law, and whereupon the separate existence of Merger Sub Subsidiary shall cease cease, and (ii) the Company shall be the surviving entity in the Merger corporation (the ““ Surviving CorporationCorporation ”) and shall continue its existence under the MBCA. The Merger shall have the effects set forth in this Agreement and the applicable provisions a wholly-owned subsidiary of the MBCA. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, (A) all rights, privileges and powers and all property, real, personal and mixed, and all debts due to Merger Sub and the Company, as well as all other things and causes of action belonging to Merger Sub and the Company, shall be vested in the Surviving Corporation and shall thereafter be the property of the Surviving Corporation and (B) all debts, liabilities and duties of Merger Sub and the Company shall attach to the Surviving Corporation and may be enforced against it to the same extent as if said debts, liabilities and duties had been incurred or contracted by itParent. (b) Subject to the provisions of Article 9, the closing of the Merger (the “ Closing ”) shall take place in New York City at the offices of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇ as soon as possible, but in any event no later than two 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, waiver of those conditions at the Closing) have been satisfied or, to the extent permissible, waived by the party or parties entitled to the benefits 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. (c) At the Closing, Parent, Merger Sub and the Company and Merger Subsidiary shall cause the Merger to be consummated by filing all necessary documentation, including an appropriate articles file a certificate of merger in form and substance reasonably acceptable to Parent (the “Articles of Merger”), with the Delaware Secretary of State of and make all other filings or recordings required by Delaware Law in connection with the Commonwealth of Massachusetts as provided in the relevant provisions of the MBCAMerger. The Merger shall become effective at such time (the time that “ Effective Time ”) as the Articles certificate of Merger are merger is duly submitted for filing with, and approved for filing by, filed with the Delaware Secretary of State of the Commonwealth of Massachusetts, (or at such later time as is may be agreed upon to by the parties hereto and specified in the Articles certificate of Merger. The time when merger). (d) From and after the Merger becomes effective is hereinafter referred to as the “Effective Time, the Surviving Corporation shall possess all the rights, powers, privileges and franchises and be subject to all of the obligations, liabilities, restrictions and disabilities of the Company and Merger Subsidiary, all as provided under Delaware Law.”

The Merger. (a) Subject to Upon the terms and subject to the conditions of set forth in this Agreement, at the Effective Time, (i) Merger Sub Subsidiary shall be merged (the “Merger”) with and into the Company in accordance with the provisions of the MBCADelaware Law, and whereupon the separate existence of Merger Sub Subsidiary shall cease cease, and (ii) the Company shall be the surviving entity in the Merger corporation (the “Surviving Corporation”) and shall continue its existence under the MBCA). The Merger shall have the effects set forth in this Agreement and the applicable provisions of the MBCA. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, (A) all rights, privileges and powers and all property, real, personal and mixed, and all debts due to Merger Sub and the Company, as well as all other things and causes of action belonging to Merger Sub and the Company, shall be vested in the Surviving Corporation and shall thereafter be the property of the Surviving Corporation and (B) all debts, liabilities and duties of Merger Sub and the Company shall attach to the Surviving Corporation and may be enforced against it to the same extent as if said debts, liabilities and duties had been incurred or contracted by itDelaware Law. (b) Subject to the provisions of Article 9, the closing of the Merger (the “Closing”) shall take place in Menlo Park, California at the offices of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, ▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ as soon as possible, but in any event no later than two (2) 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, waiver of those conditions at the Closing) have been satisfied or, to the extent permissible, 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 (the “Closing Date”). (c) At the Closing, Parent, Merger Sub and the Company and Merger Subsidiary shall cause the Merger to be consummated by filing all necessary documentation, including an appropriate articles file a certificate of merger in form and substance reasonably acceptable to Parent (the “Articles of Merger”), with the Delaware Secretary of State of and make all other filings or recordings required by Delaware Law in connection with the Commonwealth of Massachusetts as provided in the relevant provisions of the MBCAMerger. The Merger shall become effective at such time (the time that “Effective Time”) as the Articles certificate of Merger are merger is duly submitted for filing with, and approved for filing by, filed with the Delaware Secretary of State of the Commonwealth of Massachusetts, (or at such later time as is agreed upon by the parties hereto and may be specified in the Articles certificate of Merger. The time when merger). (d) From and after the Merger becomes effective is hereinafter referred to as the “Effective Time, the Surviving Corporation shall possess all the rights, powers, privileges and franchises and be subject to all of the obligations, liabilities, restrictions and disabilities of the Company and Merger Subsidiary, all as provided under Delaware Law.”

The Merger. (a) Subject to Upon the terms and subject to the conditions of set forth in this Agreement, at the Effective Time, (i) Merger Sub Subsidiary shall be merged (the “Merger”) with and into the Company in accordance with the provisions of the MBCADGCL, and whereupon the separate existence of Merger Sub Subsidiary shall cease cease, and (ii) the Company shall be the surviving entity in the Merger corporation (the “Surviving Corporation”) and shall continue its existence under the MBCA). The Merger shall have the effects set forth in this Agreement and the applicable provisions of the MBCA. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, (A) all rights, privileges and powers and all property, real, personal and mixed, and all debts due to Merger Sub and the Company, as well as all other things and causes of action belonging to Merger Sub and the Company, shall be vested in the Surviving Corporation and shall thereafter be the property of the Surviving Corporation and (B) all debts, liabilities and duties of Merger Sub and the Company shall attach to the Surviving Corporation and may be enforced against it to the same extent as if said debts, liabilities and duties had been incurred or contracted by itDGCL. (b) Subject to the provisions of Article 9, the closing of the Merger (the “Closing”) shall take place at 10:00 a.m., Eastern time, in Boston, Massachusetts at the offices of ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ and ▇▇▇▇ LLP, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ or remotely by exchange of documents and signatures (or their electronic counterparts), as soon as practicable (but in any event no later than the third (3rd) Business Day) 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, waiver of those conditions at the Closing) have been satisfied or, to the extent permissible, 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 (the “Closing Date”). (c) At the Closing, Parent, Merger Sub and the Company and Merger Subsidiary shall cause the Merger to be consummated by filing all necessary documentation, including an appropriate articles file a certificate of merger with the Delaware Secretary of State in form accordance with Section 251 of the DGCL and substance reasonably acceptable to Parent make all other filings or recordings required by the DGCL in connection with the Merger. The Merger shall become effective at such time (the “Articles Effective Time”) as the certificate of Merger”), merger is duly filed with the Secretary of State of the Commonwealth of Massachusetts as provided in the relevant provisions of the MBCA. The Merger shall become effective at the time that the Articles of Merger are duly submitted for filing with, and approved for filing by, the Secretary of State of the Commonwealth of Massachusetts, Delaware (or at such later time as is agreed upon by the parties hereto and may be specified in the Articles certificate of Merger. The time when merger). (d) From and after the Merger becomes effective is hereinafter referred to as the “Effective Time, the Surviving Corporation shall possess all the properties, rights, powers, privileges, immunities, licenses, franchises and authority and be subject to all of the obligations, liabilities, restrictions and disabilities of the Company and Merger Subsidiary, all as provided under this Agreement and the DGCL.”

The Merger. (a) Subject to At the terms and conditions Effective Time (as hereafter defined), in accordance with the provisions of this AgreementAgreement and the General Corporation Law of the State of Delaware (the "DGCL"), at the Effective Time, (i) Merger Sub MERGER SUB shall be merged with and into OLYMPIC (the Company "Merger"), whereupon the separate existence of MERGER SUB shall cease and OLYMPIC shall be the surviving corporation (hereinafter sometimes called the "Surviving Corporation") in the Merger and a wholly owned subsidiary of FMFK. (b) As soon as practicable after satisfaction or, to the extent permitted hereunder, waiver of all conditions to the Merger, OLYMPIC and MERGER SUB shall file a Certificate of Merger with the Secretary of State of Delaware meeting the requirements of the DGCL, and execute, acknowledge, deliver, file and/or record all such other instruments, and take all such other actions, as may be required in order to cause the Merger to become effective in accordance with the provisions of the MBCA, DGCL and the separate existence of Merger Sub shall cease and (ii) the Company shall be the surviving entity in the Merger (the “Surviving Corporation”) and shall continue its existence under the MBCAthis Agreement. The Merger shall have become effective at such time as the effects set forth in this Agreement and the applicable provisions of the MBCA. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, (A) all rights, privileges and powers and all property, real, personal and mixed, and all debts due to Merger Sub and the Company, as well as all other things and causes of action belonging to Merger Sub and the Company, shall be vested in the Surviving Corporation and shall thereafter be the property of the Surviving Corporation and (B) all debts, liabilities and duties of Merger Sub and the Company shall attach to the Surviving Corporation and may be enforced against it to the same extent as if said debts, liabilities and duties had been incurred or contracted by it. (b) At the Closing, Parent, Merger Sub and the Company shall cause the Merger to be consummated by filing all necessary documentation, including an appropriate articles certificate of merger in form and substance reasonably acceptable to Parent (the “Articles of Merger”), is duly filed with the Secretary of State of the Commonwealth of Massachusetts as provided in the relevant provisions of the MBCA. The Merger shall become effective at the time that the Articles of Merger are duly submitted for filing with, and approved for filing by, the Secretary of State of the Commonwealth of Massachusetts, Delaware or at such later time as is specified in the certificate of merger (the "Effective Time"). For accounting purposes, the effective date of the Merger shall be the first day of the month in which the Closing occurs. (c) From and after the Effective Time, the Surviving Corporation shall possess all the rights, privileges, property and powers and be subject to all of the restrictions, disabilities, debts and duties of OLYMPIC and MERGER SUB, all as provided under the DGCL. (d) Unless this Agreement shall have been earlier terminated and the transactions herein contemplated shall have been abandoned pursuant to Article 9 hereof, the closing of the Merger (the "Closing") shall take place (i) at the offices of Goldstein & DiGioia LLP, 45 Bro▇▇▇▇▇ - ▇1th ▇▇▇▇▇, New Y▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇ any event within three (3) business days after the day on which the last to be fulfilled or waived of the conditions set forth in Article 8 hereof (than those conditions that by their nature are to be fulfilled at the Closing, but subject to the fulfillment or waiver of such conditions) shall be fulfilled or waived in accordance with this Agreement or (ii) at such other time, place and date as is mutually agreed upon to in writing by the parties hereto and specified in the Articles of Mergerhereto. The time when date of the Merger becomes effective Closing is hereinafter referred to in this Agreement as the “Effective Time"Closing Date.”"

The Merger. (a) Subject to the terms and conditions of this Agreement, at the Effective Time, (i) Merger Sub shall be merged with and into the Company in accordance with the provisions of this Agreement, the MBCA, and the separate existence of Merger Sub shall cease and (ii) the Company Articles shall be the surviving entity in the Merger (the “Surviving Corporation”) executed and shall continue its existence under the MBCA. The Merger shall have the effects set forth in this Agreement acknowledged by each of Berkshire Gas and the applicable provisions of the MBCA. Without limiting the generality of the foregoing, Mergeco and subject thereto, at the Effective Time, (A) all rights, privileges and powers and all property, real, personal and mixed, and all debts due thereafter delivered to Merger Sub and the Company, as well as all other things and causes of action belonging to Merger Sub and the Company, shall be vested in the Surviving Corporation and shall thereafter be the property of the Surviving Corporation and (B) all debts, liabilities and duties of Merger Sub and the Company shall attach to the Surviving Corporation and may be enforced against it to the same extent as if said debts, liabilities and duties had been incurred or contracted by it. (b) At the Closing, Parent, Merger Sub and the Company shall cause the Merger to be consummated by filing all necessary documentation, including an appropriate articles of merger in form and substance reasonably acceptable to Parent (the “Articles of Merger”), with the Secretary of State of the The Commonwealth of Massachusetts for filing, as provided in the relevant provisions Section 102A of Chapter 164 of the MBCAMassachusetts General Laws. The Merger shall become effective at the such time that as the Articles of Merger are duly submitted for filing with, and approved for filing by, filed as required by law with the Secretary of State of the The Commonwealth of Massachusetts, Massachusetts or such later time date, not more than thirty days after such filing, as is agreed upon by the parties hereto and may be specified in the Articles (the "Effective Time"). At the Effective Time, the separate existence of 49 Mergeco shall cease and Mergeco shall be merged with and into Berkshire Gas (Mergeco and Berkshire Gas being sometimes referred to collectively herein as the "Constituent Corporations" and Berkshire Gas, the corporation designated in the Articles as the surviving corporation being sometimes referred to herein as the "Surviving Corporation"); (b) Prior to and after the Effective Time, Holdco, Berkshire Gas and Mergeco, respectively, shall take all such actions as may be necessary or appropriate in order to effectuate the Merger. The In this connection, Holdco shall issue the Holdco Common Shares which the holders of Berkshire Gas Common Stock are entitled to receive as provided in Article II hereof. In the event that at any time when after the Merger becomes effective Effective Time any further action is hereinafter referred necessary or desirable to carry out the purposes of this Agreement and to vest the Surviving Corporation with full title to all properties, assets, rights, approvals, immunities and franchises of either of the Constituent Corporations, the officers and directors of each of the Constituent Corporations as of the “Effective TimeTime shall take all such further action.”

The Merger. (a) Subject to the terms and conditions of this Agreement, at At the Effective Time, (i) Merger Sub Subsidiary shall be merged (the “Merger”) with and into the Company in accordance with the provisions of the MBCADelaware Law, and whereupon the separate existence of Merger Sub Subsidiary shall cease cease, and (ii) the Company shall be the surviving entity in the Merger corporation (the “Surviving Corporation”) and shall continue its existence under the MBCA. The Merger shall have the effects set forth in this Agreement and the applicable provisions a direct wholly-owned subsidiary of the MBCA. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, (A) all rights, privileges and powers and all property, real, personal and mixed, and all debts due to Merger Sub and the Company, as well as all other things and causes of action belonging to Merger Sub and the Company, shall be vested in the Surviving Corporation and shall thereafter be the property of the Surviving Corporation and (B) all debts, liabilities and duties of Merger Sub and the Company shall attach to the Surviving Corporation and may be enforced against it to the same extent as if said debts, liabilities and duties had been incurred or contracted by itParent. (b) Subject to the provisions of Article 9, the closing of the Merger (the “Closing”) shall take place at 10:00 a.m. EDT in New York City at the offices of ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ as soon as possible, but in any event no later than two (2) 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, waiver of those conditions at the Closing) have been satisfied or, to the extent permissible, 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 on which the Closing occurs is referred to in this Agreement as the “Closing Date”. (c) At the Closing, Parent, Merger Sub and the Company and Merger Subsidiary shall cause the Merger to be consummated by filing all necessary documentation, including an appropriate articles file a certificate of merger in form and substance reasonably acceptable to Parent (the “Articles of Merger”), with the Delaware Secretary of State of and make all other filings or recordings required by Delaware Law in connection with the Commonwealth of Massachusetts as provided in the relevant provisions of the MBCAMerger. The Merger shall become effective at such time (the time that “Effective Time”) as the Articles certificate of Merger are merger is duly submitted for filing with, and approved for filing by, filed with the Delaware Secretary of State of the Commonwealth of Massachusetts, (or at such later time as is may be agreed upon by the parties hereto and specified in the Articles certificate of Merger. The time when merger). (d) From and after the Merger becomes effective is hereinafter referred to as the “Effective Time, the Surviving Corporation shall possess all the rights, powers, privileges and franchises and be subject to all of the obligations, liabilities, restrictions and disabilities of the Company and Merger Subsidiary, all as provided under Delaware Law.”