Common use of The Mergers Clause in Contracts

The Mergers. (a) Upon the terms and subject to the conditions set forth in this Agreement and in accordance with the DGCL, at the Effective Time, Parent Sub shall be merged with and into the Company. Following the First Company Merger, the separate corporate existence of Parent Sub shall cease, and the Company shall continue as the Surviving Corporation and a direct, wholly owned Subsidiary of Parent. Upon the terms and subject to the provisions of this Agreement, as soon as practicable on the Closing Date, the applicable parties hereto shall file a certificate of merger (the “First Certificate of Merger”) with the Secretary of State of the State of Delaware (the “Delaware Secretary of State”), executed in accordance with the relevant provisions of the DGCL, to effect the First Company Merger. The First Company Merger shall become effective at such time on the Closing Date as the applicable parties hereto shall agree in writing and shall specify in the First Certificate of Merger (the time the First Company Merger becomes effective being the “Effective Time”). (b) Upon the terms and subject to the conditions set forth in this Agreement and in accordance with the DGCL and the DLLCA, at the Second Company Merger Effective Time, the Surviving Corporation shall be merged with and into LLC Sub. Following the Second Company Merger, the separate corporate existence of the Surviving Corporation shall cease, and LLC Sub shall be the Surviving Company and a direct, wholly owned Subsidiary of Parent. Upon the terms and subject to the provisions of this Agreement, as soon as practicable on the Closing Date, the applicable parties hereto shall file a certificate of merger (the “Second Certificate of Merger”) with the Delaware Secretary of State, executed in accordance with the relevant provisions of the DGCL and DLLCA, to effect the Second Company Merger. The Second Company Merger shall become effective one minute after the Effective Time (the time the Second Company Merger becomes effective being the “Second Company Merger Effective Time”), which the applicable parties hereto shall specify in the Second Certificate of Merger.

The Mergers. (a) Upon At the terms and subject to the conditions set forth in this Agreement Merger Effective Time (as defined below), and in accordance with the applicable provisions of this Agreement and the DGCL, at each of the Effective Time, Parent Sub Bain Blocker and the Foresite Blocker shall be merged with and into the Company. Following the First Company MergerMergers, the separate corporate existence of Parent Sub each of the Bain Blocker and the Foresite Blocker shall cease, cease and the Company shall continue as the surviving company (the “Surviving Corporation Company”). (b) At the time determined by the Company, promptly following the Conversion and a direct, wholly owned Subsidiary of Parent. Upon the terms and subject prior to the provisions effectiveness of this Agreementthe Company’s registration statement on Form S-1 (File No. 333-222357) (the “Registration Statement”) filed with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as soon as practicable on the Closing Dateamended, the applicable parties hereto Company shall file cause a certificate of merger in form and substance as set forth on Exhibit A attached hereto (the “First Certificate of Merger”) to be executed, acknowledged and filed with the Secretary of State of the State of Delaware (the “Delaware Secretary of State”)Delaware, executed all as provided for and in accordance with the relevant provisions Section 251 and Section 264 of the DGCL, to effect the First Company Merger. The First Company Merger Mergers shall become effective at such the time on and date as provided under the Closing Date DGCL and as the applicable parties hereto shall agree in writing and shall specify specified in the First Certificate of Merger (the time the First Company Merger becomes effective being the “Effective Time”). (b) Upon the terms and subject to the conditions set forth in this Agreement and in accordance with the DGCL and the DLLCA, at the Second Company Merger Effective Time, the Surviving Corporation shall be merged with and into LLC Sub. Following the Second Company Merger, the separate corporate existence of the Surviving Corporation shall cease, and LLC Sub shall be the Surviving Company and a direct, wholly owned Subsidiary of Parent. Upon the terms and subject to the provisions of this Agreement, as soon as practicable on the Closing Date, the applicable parties hereto shall file a certificate of merger (the “Second Certificate of Merger”) with the Delaware Secretary of State, executed in accordance with the relevant provisions of the DGCL and DLLCA, to effect the Second Company Merger. The Second Company Merger shall become effective one minute after the Effective Time (the time the Second Company Merger becomes effective being the “Second Company Merger Effective Time”). References to the Company after the Merger Effective Time shall mean the Surviving Company. (c) Each Merger shall have the effects set forth under the DGCL. Without limiting the generality of the foregoing, which and subject thereto, at the applicable parties hereto Merger Effective Time, all the properties, rights, privileges, and powers of each of the Bain Blocker and the Foresite Blocker shall specify vest in the Second Certificate Surviving Company, and all debts, liabilities, and duties of Mergereach of the Bain Blocker and the Foresite Blocker shall become the debts, liabilities and duties of the Surviving Company. (d) The certificate of incorporation and bylaws of the Company, as in effect immediately prior to the Merger Effective Time, shall be the certificate of incorporation and bylaws of the Surviving Company until thereafter amended in accordance with the provisions thereof and applicable Law. (e) Subject to applicable Law, (i) the directors of the Company immediately prior to the Merger Effective Time shall be the initial directors of the Surviving Company and shall hold office until their respective successors are duly elected and qualified, or their earlier death, resignation, or removal, and (ii) the officers of the Company immediately prior to the Merger Effective Time shall be the initial officers of the Surviving Company and shall hold office until their respective successors are duly elected and qualified, or their earlier death, resignation, or removal. (f) All of the equity interests of each of the Bain Blocker and the Foresite Blocker outstanding as of immediately prior to the Merger Effective Time shall, as of the Merger Effective Time, by virtue of the Bain Blocker Merger (in the case of the Bain Blocker) and the Foresite Blocker Merger (in the case of the Foresite Blocker) and without any action on the part of any Party hereto or the holder thereof or any other Person, be canceled and extinguished and converted into the right to receive the consideration specified in Section 2.1(g). All of such outstanding equity interests of the Bain Blocker and the Foresite Blocker when so converted, shall no longer be outstanding and shall automatically be canceled and the former holders thereof shall cease to have any rights with respect thereto, except the right to receive the consideration specified in Section 2.1(g).

The Mergers. (a) Upon the terms and subject to the conditions set forth in this Agreement and in accordance with the General Corporation Law of the State of Delaware (the “DGCL”), at the Effective Time, Parent Merger Sub Inc. shall be merged with and into the Company. Following the First Company Merger, the separate corporate existence of Parent Merger Sub Inc. shall cease, and the Company shall continue as the Surviving Corporation and a direct, wholly wholly-owned Subsidiary of Parent. Upon the terms and subject to the provisions of this Agreement, as soon as practicable on the Closing Date, the applicable parties hereto Parties shall file a certificate of merger (the “First Certificate of Merger”) with the Secretary of State of the State of Delaware (the “Delaware Secretary of State”), executed in accordance with the relevant provisions of the DGCL, to effect DGCL in connection with effecting the First Company Merger. The First Company Merger shall become effective at such time on the Closing Date as the applicable parties hereto Parties shall agree in writing and shall specify in the First Certificate of Merger (the time the First Company Merger becomes effective being the “Effective Time”). (b) Upon the terms and subject to the conditions set forth in this Agreement and in accordance with the DGCL and the Limited Liability Company Act of the State of Delaware (the “DLLCA”), at the Second Company Merger Effective Time, the Surviving Corporation shall be merged with and into LLC SubMerger Sub LLC. Following the Second Company Merger, the separate corporate existence of the Surviving Corporation shall cease, and Merger Sub LLC Sub shall be the Surviving Company and a direct, wholly owned Subsidiary of ParentCompany. Upon the terms and subject to the provisions of this Agreement, as soon as practicable on the Closing Date, the applicable parties hereto Parties shall file a certificate of merger (the “Second Certificate of Merger” and, together with the First Certificate of Merger, the “Certificates of Merger”) with the Delaware Secretary of State, executed in accordance with the relevant provisions of the DGCL and DLLCA, to effect DLLCA in connection with effecting the Second Company Merger. The Second Company Merger shall become effective one minute after the Effective Time (the time the Second Company Merger becomes effective being the “Second Company Merger Effective Time”), which ) as the applicable parties hereto Parties shall specify in the Second Certificate of Merger.

The Mergers. (a) Upon At the Pubco Merger Effective Time, on the terms and subject to the conditions set forth in this Agreement herein and in accordance with the DGCLapplicable provisions of the Companies Act and the DLLCA, at Acquiror and LLC Merger Sub shall consummate the Pubco Merger, pursuant to which Acquiror shall be merged with and into LLC Merger Sub, following which the separate corporate existence of Acquiror shall cease and LLC Merger Sub shall continue as LLC Merger Sub after the Pubco Merger, such entity being a wholly owned subsidiary of Pubco (provided that references to Acquiror for periods after the Pubco Merger Effective Time shall include Pubco). (b) At the First Effective Time, Parent on the terms and subject to the conditions set forth herein and in accordance with the applicable provisions of the DGCL, Corp Merger Sub and the Company shall consummate the First Merger, pursuant to which Corp Merger Sub shall be merged with and into the Company. Following the First Company Merger, following which the separate corporate existence of Parent Corp Merger Sub shall cease, cease and the Company shall continue as the Surviving Corporation after the First Merger and as a direct, wholly owned Subsidiary subsidiary of Parent. Upon the terms and subject Pubco (provided that references to the provisions of this Agreement, as soon as practicable on the Closing Date, the applicable parties hereto shall file a certificate of merger (the “First Certificate of Merger”) with the Secretary of State of the State of Delaware (the “Delaware Secretary of State”), executed in accordance with the relevant provisions of the DGCL, to effect Company for periods after the First Company Merger. The First Company Merger Effective Time until the Second Effective Time shall become effective at such time on include the Closing Date as the applicable parties hereto shall agree in writing and shall specify in the First Certificate of Merger (the time the First Company Merger becomes effective being the “Effective Time”Surviving Corporation). (bc) Upon At the Second Effective Time, on the terms and subject to the conditions set forth in this Agreement herein and in accordance with the applicable provisions of the DGCL and the DLLCA, at the Second Company Merger Effective Time, the Surviving Corporation shall be merged with and into LLC Merger Sub. Following the Second Company Merger, following which the separate corporate existence of the Surviving Corporation shall cease, cease and LLC Merger Sub shall be continue as the Surviving Company Entity after the Second Merger and as a direct, wholly owned Subsidiary subsidiary of Parent. Upon the terms and subject Pubco (provided that references to the provisions of this Agreement, as soon as practicable on Company or the Closing Date, the applicable parties hereto shall file a certificate of merger (the “Second Certificate of Merger”) with the Delaware Secretary of State, executed in accordance with the relevant provisions of the DGCL and DLLCA, to effect Surviving Corporation for periods after the Second Company Merger. The Second Company Merger shall become effective one minute after the Effective Time (shall include the time the Second Company Merger becomes effective being the “Second Company Merger Effective Time”Surviving Entity), which the applicable parties hereto shall specify in the Second Certificate of Merger.

The Mergers. (a) Upon the terms and subject to the conditions set forth in this Agreement and in accordance The Public Merger. (i) Substantially contemporaneously with the DGCL, at the Effective Time, Parent Sub shall be merged with and into the Company. Following the First Company MergerClosing, the separate corporate existence of Parent Sub parties shall cease, and cause the Company shall continue as the Surviving Corporation and a direct, wholly owned Subsidiary of Parent. Upon the terms and subject Public Merger to the provisions of this Agreement, as soon as practicable on the Closing Date, the applicable parties hereto shall file a certificate of merger (the “First Certificate of Merger”) be consummated by filing with the Secretary of State of the State of Delaware (the “Delaware Secretary of State”), ) (A) a certificate of merger in the form attached hereto as Exhibit A (the “Certificate of Merger”) and executed in accordance with the relevant provisions of the DGCL, and (B) all other filings or recordings required under the DGCL in order to effect consummate the First Company Public Merger. The First Company Public Merger shall become effective at the time the Certificate of Xxxxxx has been filed with the Delaware Secretary of State or at such later effective time on and date that is agreed to by the Closing Date as the applicable parties hereto shall agree in writing Company and shall specify Parent and specified in the First Certificate of Merger (the time the First Company Merger becomes effective being the “Effective Time”). As a result of the Public Merger, the separate corporate existence of Merger Sub Inc. shall cease and the Company shall continue its existence as a wholly owned Subsidiary of Parent (or a direct or indirect wholly owned Subsidiary of Parent) under the Laws of the State of Delaware. The Company, in its capacity as the corporation surviving the Public Merger, is sometimes referred to in this Agreement as the “Surviving Corporation.” (bii) Upon The Public Merger shall have the terms and subject to the conditions effects set forth in this Agreement Agreement, the Certificate of Merger and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, from and after the Effective Time, the Surviving Corporation shall possess all property, rights, privileges, powers and franchises of the Company and Merger Sub Inc., and all of the obligations, liabilities and duties of the Company and Merger Sub Inc. shall become the obligations, liabilities and duties of the Surviving Corporation. (iii) At the Effective Time, the certificate of incorporation of the Company in effect immediately prior to the Effective Time shall be amended and restated in its entirety pursuant to the Public Merger to read in the form of the certificate of incorporation of the Surviving Corporation attached to Exhibit A hereto, and as so amended and restated shall be the certificate of incorporation of the Surviving Corporation. (iv) From and after the Effective Time, the officers and directors of Merger Sub shall be the officers and directors of the Surviving Corporation, in each case, to hold office in accordance with the DGCL and the DLLCA, at the Second Company Merger Effective Time, the Surviving Corporation shall be merged with certificate of incorporation and into LLC Sub. Following the Second Company Merger, the separate corporate existence bylaws of the Surviving Corporation shall ceaseuntil their death, resignation or removal or until their respective successors are duly elected and LLC Sub shall be the Surviving Company and a direct, wholly owned Subsidiary of Parent. Upon the terms and subject to the provisions of this Agreement, as soon as practicable on the Closing Date, the applicable parties hereto shall file a certificate of merger (the “Second Certificate of Merger”) with the Delaware Secretary of State, executed qualified in accordance with the relevant provisions DGCL and the certificate of incorporation and bylaws of the DGCL and DLLCA, to effect the Second Company Merger. The Second Company Merger shall become effective one minute after the Effective Time (the time the Second Company Merger becomes effective being the “Second Company Merger Effective Time”), which the applicable parties hereto shall specify in the Second Certificate of MergerSurviving Corporation.

The Mergers. (a) Upon At the Effective Time, Merger Sub I shall be merged with and into Velodyne pursuant to the First Merger in accordance with the applicable provisions of the DGCL, and upon the terms and subject to the conditions set forth in this Agreement and in accordance with the DGCL, at the Effective Time, Parent Sub shall be merged with and into the Company. Following the First Company Merger, the separate corporate existence satisfaction or valid waiver of Parent Sub shall cease, and the Company shall continue as the Surviving Corporation and a direct, wholly owned Subsidiary of Parent. Upon the terms and subject to the provisions of this Agreement, as soon as practicable on the Closing Date, the applicable parties hereto shall file a certificate of merger (the “First Certificate of Merger”) with the Secretary of State of the State of Delaware (the “Delaware Secretary of State”), executed in accordance with the relevant provisions of the DGCL, to effect the First Company Merger. The First Company Merger shall become effective at such time on the Closing Date as the applicable parties hereto shall agree in writing and shall specify in the First Certificate of Merger (the time the First Company Merger becomes effective being the “Effective Time”). (b) Upon the terms and subject to the conditions set forth in this Agreement Agreement, whereupon the separate existence of Merger Sub I shall cease and Velodyne shall continue as the surviving corporation (the “First Step Surviving Corporation”) and as a direct, wholly owned subsidiary of Ouster. (b) As part of a single integrated plan, as soon as practicable following the Effective Time, but in accordance with any case, on the DGCL and same day as the DLLCA, at the Second Company Merger Effective Time, the First Step Surviving Corporation shall be merged with and into LLC Sub. Following Merger Sub II pursuant to the Second Company MergerMerger in accordance with the applicable provisions of the DGCL and the DLLCA, and upon the terms and subject to the satisfaction or valid waiver of the conditions set forth in this Agreement, whereupon the separate corporate existence of the First Step Surviving Corporation shall cease, and LLC Merger Sub II shall be continue as the Surviving Company surviving entity of the Second Merger and as a direct, wholly owned Subsidiary subsidiary of ParentOuster. Upon Merger Sub II, as the terms surviving entity of the Second Merger, is referred to herein as the “Surviving Company.” The Mergers and other transactions contemplated by this Agreement are referred to herein as the “Transactions.” (c) The First Merger shall have the effects specified in the DGCL. At the Effective Time, the First Step Surviving Corporation shall possess all the rights, powers, privileges and franchises and be subject to all of the provisions obligations, liabilities and duties of this AgreementVelodyne and Merger Sub I, all as soon as practicable on provided under the Closing Date, DGCL. (d) The Second Merger shall have the applicable parties hereto shall file a certificate of merger (the “Second Certificate of Merger”) with the Delaware Secretary of State, executed effects specified in accordance with the relevant provisions of the DGCL and the DLLCA, to effect . At the Second Company Merger. The Second Company Merger shall become effective one minute after the Effective Time (the time the Second Company Merger becomes effective being the “Second Company Merger Effective Time”as defined below), which the applicable parties hereto Surviving Company shall specify in possess all the Second Certificate rights, powers, privileges and franchises and be subject to all of Mergerthe obligations, liabilities and duties of Velodyne and Merger Sub II, all as provided under the DGCL and the DLLCA.

The Mergers. (a) Upon the terms and subject to the satisfaction or waiver of the conditions set forth in this Agreement Agreement, and in accordance with the DGCLMGCL and the DLLCA, at the Company Merger Effective Time, Parent Sub the Company shall be merged with and into Merger Sub I, whereupon the separate existence of the Company will cease, with Merger Sub I surviving the Company Merger (Merger Sub I, as the surviving entity in the Company Merger, sometimes being referred to herein as the “Surviving Company. Following ” and, together with the First Surviving Partnership, the “Surviving Entities”), such that following and as a result of the Company Merger, the separate corporate existence of Parent Sub shall cease, and the Surviving Company shall continue as the Surviving Corporation and will be a direct, wholly owned Subsidiary of Parent. Upon The Company Merger shall have the terms and subject to the provisions of effects provided in this Agreement, the Company Articles of Merger (as soon as practicable on defined below) and the Closing Date, the applicable parties hereto shall file a certificate of merger (the “First Certificate of Merger”) with the Secretary of State of the State of Delaware (the “Delaware Secretary of State”), executed in accordance with the relevant provisions of the DGCL, to effect the First Company Merger. The First Company Merger shall become effective at such time on the Closing Date as the applicable parties hereto shall agree in writing and shall specify in the First Certificate of Merger (as defined below), and as specified in the time applicable provisions of the First Company Merger becomes effective being MGCL and the “Effective Time”)DLLCA. (b) Upon the terms and subject to the satisfaction or waiver of the conditions set forth in this Agreement Agreement, and in accordance with the DGCL MLLCA and the DLLCAMRULPA, at the Second Company Partnership Merger Effective Time, the Surviving Corporation Merger Sub II shall be merged with and into LLC Sub. Following the Second Company Partnership, whereupon the separate existence of Merger Sub II will cease, with the Partnership surviving the Partnership Merger (the Partnership, as the surviving entity in the Partnership Merger, sometimes being referred to herein as the “Surviving Partnership”), such that following and as a result of the Partnership Merger, the separate corporate existence of the Surviving Corporation shall cease, and LLC Sub shall Partnership will be the Surviving Company and a direct, wholly owned Subsidiary of Parent. Upon the terms Company (and subject to the provisions of this Agreement, as soon as practicable on the Closing Date, the applicable parties hereto shall file a certificate of merger (the “Second Certificate of Merger”) with the Delaware Secretary of State, executed in accordance with the relevant provisions of the DGCL and DLLCA, to effect the Second Company Merger. The Second Company Merger shall become effective one minute after the Effective Time (the time the Second Company Merger becomes effective being the “Second Company Merger Effective Time”, of the Surviving Company), which . The Partnership Merger shall have the effects provided in this Agreement and the Partnership Articles of Merger (as defined below) and as specified in the applicable parties hereto shall specify in provisions of the Second Certificate of MergerMLLCA and the MRULPA.

The Mergers. (a) Upon At the terms and subject to the conditions set forth in this Agreement and in accordance with the DGCLClosing, at the Effective Time, Parent Sub shall be merged with and into the Company. Following the First Company Merger, the separate corporate existence of Parent Sub shall cease, and (i) the Company shall continue as the Surviving Corporation and a direct, wholly owned Subsidiary of Parent. Upon the terms and subject to the provisions of this Agreement, as soon as practicable on the Closing Date, the applicable parties hereto shall file a certificate of merger (the “First Certificate of Merger”) with the Delaware Secretary of State and make all other filings or recordings required by the General Corporation Law of the State of Delaware (the “Delaware Secretary of StateDGCL”), executed ) in accordance connection with the relevant provisions First Merger and (ii) immediately following the filing of the DGCL, to effect the First Company Merger. The First Company Merger shall become effective at such time on the Closing Date as the applicable parties hereto shall agree in writing and shall specify in the First Certificate of Merger (the time the First Company Merger becomes effective being the “Effective Time”). (b) Upon the terms and subject to the conditions set forth in this Agreement and in accordance with the DGCL and the DLLCA, at the Second Company Merger Effective Time, the Surviving Corporation shall be merged with and into LLC Sub. Following the Second Company Merger, the separate corporate existence of the First Surviving Corporation shall cease, and LLC Sub shall be the Surviving Company and a direct, wholly owned Subsidiary of Parent. Upon the terms and subject to the provisions of this Agreement, as soon as practicable on the Closing Date, the applicable parties hereto shall file a certificate of merger (the “Second Certificate of Merger”) with the Delaware Secretary of State, executed in accordance with the relevant provisions of State and make all other filings or recordings required by the DGCL and Limited Liability Company Act of the State of Delaware (the “DLLCA, to effect ”) in connection with the Second Company Merger. The Second Company First Merger shall become effective one minute after the Effective Time at such time (the “First Effective Time”) as the First Certificate of Merger is duly filed with the Delaware Secretary of State (or at such later time as Parent and the Company shall agree and is specified in the First Certificate of Merger) and the Second Company Merger becomes shall become effective being at such time (the “Second Company Merger Effective Time”), which ) as the applicable parties hereto Second Certificate of Merger is duly filed with the Delaware Secretary of State (or at such later time as Parent and the Company shall specify agree and is specified in the Second Certificate of Merger, but in any event following the First Effective Time and as soon as practicable following the First Effective Time). (i) At the First Effective Time, Merger Sub I shall be merged with and into the Company in accordance with the DGCL (the “First Merger”), whereupon the separate existence of Merger Sub I shall cease and the Company shall be the surviving corporation (the “First Surviving Corporation”), such that immediately following the First Merger, the First Surviving Corporation shall be a wholly owned direct subsidiary of Bidco and (ii) immediately (or as soon as practicable) following the First Merger, and as part of the same plan, at the Second Effective Time, the First Surviving Corporation shall be merged with and into Merger Sub II in accordance with the DGCL and DLLCA (the “Second Merger” and, together with the First Merger, the “Mergers”), whereupon the separate existence of the First Surviving Corporation shall cease and Merger Sub II shall be the surviving company (the “Surviving Company”), such that immediately following the Second Merger, the Surviving Company shall be a wholly owned direct subsidiary of Bidco. (i) From and after the First Effective Time, the First 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 I, all as provided under the DGCL and (ii) from and after the Second Effective Time, the Surviving Company shall possess all the rights, powers, privileges and franchises and be subject to all of the obligations, liabilities, restrictions and disabilities of the First Surviving Corporation and Merger Sub II, all as provided under the DGCL and DLLCA.

The Mergers. (a) Upon the terms and subject to the conditions set forth in this Agreement Agreement, and in accordance with the applicable provisions of the DGCL, at the Effective Time, Parent Industrea Parties and the Company (Concrete Merger Sub and the Company sometimes being referred to herein as the “Concrete Merger Constituent Corporations”) shall cause Concrete Merger Sub to be merged with and into the CompanyCompany effective as of the Concrete Effective Time (as defined below), with the Company being the surviving corporation (the “Concrete Merger”). Following The Concrete Merger shall be consummated at the First Company Concrete Effective Time in accordance with this Agreement and evidenced by a certificate of merger relating to the Concrete Merger in substantially the form of Annex B-1 attached hereto (the “Certificate of Concrete Merger”). (b) Upon consummation of the Concrete Merger, the separate corporate existence of Parent Concrete Merger Sub shall cease, cease and the Company shall continue Company, as the Surviving Corporation surviving corporation of the Concrete Merger (hereinafter referred to for the periods at and a direct, wholly owned Subsidiary of Parent. Upon after the terms and subject to the provisions of this Agreement, Concrete Effective Time as soon as practicable on the Closing Date, the applicable parties hereto shall file a certificate of merger (the “First Certificate of Merger”) with the Secretary of State of the State of Delaware (the “Delaware Secretary of StateConcrete Surviving Corporation”), executed in accordance with shall continue its corporate existence under the relevant provisions DGCL as a wholly owned subsidiary of the DGCL, to effect the First Company Merger. The First Company Merger shall become effective at such time on the Closing Date as the applicable parties hereto shall agree in writing and shall specify in the First Certificate of Merger (the time the First Company Merger becomes effective being the “Effective Time”)Concrete Parent. (bc) Upon the terms and subject to the conditions set forth in this Agreement Agreement, and in accordance with the DGCL and applicable provisions of the DLLCA, at the Second Company Merger Effective TimeDGCL, the Surviving Corporation Industrea Parties (other than Industrea) and Industrea (Industrea Merger Sub and Industrea sometimes being referred to herein as the “Industrea Merger Constituent Corporations”) shall cause Industrea Merger Sub to be merged with and into LLC SubIndustrea effective as of the Industrea Effective Time (as defined below), with Industrea being the surviving corporation (the “Industrea Merger”, and together with the Concrete Merger, the “Mergers”). Following The Industrea Merger shall be consummated at the Second Company Industrea Effective Time in accordance with this Agreement and evidenced by a certificate of merger relating to the Industrea Merger in substantially the form of Annex B-2 attached hereto (the “Certificate of Industrea Merger” and, together with the Certificate of Concrete Merger, the “Certificates of Merger”). (d) Upon consummation of the Industrea Merger, the separate corporate existence of the Surviving Corporation shall cease, and LLC Industrea Merger Sub shall be the Surviving Company cease and a direct, wholly owned Subsidiary of Parent. Upon the terms and subject to the provisions of this AgreementIndustrea, as soon the surviving corporation of the Industrea Merger (hereinafter referred to for the periods at and after the Industrea Effective Time as practicable on the Closing Date, the applicable parties hereto shall file a certificate of merger (the “Second Certificate of Merger”) with the Delaware Secretary of State, executed in accordance with the relevant provisions of the DGCL and DLLCA, to effect the Second Company Merger. The Second Company Merger shall become effective one minute after the Effective Time (the time the Second Company Merger becomes effective being the “Second Company Merger Effective TimeIndustrea Surviving Corporation”), which shall continue its corporate existence under the applicable parties hereto shall specify in the Second Certificate DGCL as a wholly owned subsidiary of MergerNewco.

The Mergers. (ai) Upon On the terms and subject to the conditions set forth in this Agreement and in accordance with the DGCL, at the Effective Time, Parent Sub shall be merged with and into the Company. Following the First Company Merger, the separate corporate existence of Parent Sub shall cease, and the Company shall continue as the Surviving Corporation and a direct, wholly owned Subsidiary of Parent. Upon the terms and subject to the provisions of this Agreement, as soon as practicable DGCL on the Closing Date, Merger Sub I shall merge with and into VSee at the applicable parties hereto Effective Time. Following the Effective Time, the separate existence of Merger Sub I shall file a certificate cease and VSee shall continue as the surviving company of merger the VSee Merger (the “First Certificate of Merger”) with the Secretary of State of the State of Delaware (the “Delaware Secretary of State”), executed in accordance with the relevant provisions of the DGCL, to effect the First Company Merger. The First Company Merger shall become effective at such time on the Closing Date as the applicable parties hereto shall agree in writing and shall specify in the First Certificate of Merger (the time the First Company Merger becomes effective being the “Effective TimeSurviving VSee Entity”). (bii) Upon On the terms and subject to the conditions set forth in this Agreement and in accordance with the DGCL and the DLLCATBOC, at the Second Company Merger Effective Time, the Surviving Corporation shall be merged with and into LLC Sub. Following the Second Company Merger, the separate corporate existence of the Surviving Corporation shall cease, and LLC Sub shall be the Surviving Company and a direct, wholly owned Subsidiary of Parent. Upon the terms and subject to the provisions of this Agreement, as soon as practicable on the Closing Date, Merger Sub II shall merge with and into iDoc at the applicable parties hereto Effective Time. Following the Effective Time, the separate existence of Merger Sub II shall file cease and iDoc shall continue as the surviving company of the iDoc Merger (the “Surviving iDoc Entity,” and together with the Surviving VSee Entity, the “Surviving Companies”). (iii) At the Closing, VSee and Parent shall cause a certificate of merger merger, in a form reasonably satisfactory to VSee and Parent (the “Second VSee Certificate of Merger”) ), to be executed and filed with the Delaware Secretary of StateState of the State of Delaware. The VSee Merger shall become effective at such date and time as is agreed by Parent and VSee and specified in the VSee Certificate of Merger (the time being referred to herein as the “Effective Time”). (iv) At the Closing, iDoc and Parent shall cause a certificate of merger, in a form reasonably satisfactory to iDoc and Parent (the “iDoc Certificate of Merger”), to be executed and filed with the Secretary of State of the State of Delaware. The iDoc Merger will also become effective at the Effective Time, which will be specified in the iDoc Certificate of Merger. (v) The VSee Merger shall have the effects set forth in Section 251 of the DGCL, and the iDoc Merger shall have the effects set forth in Section 10.008 of the TBOC. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all of the assets, properties, rights, privileges, powers and franchises of the applicable Company Party and Merger Sub shall vest in the applicable Surviving Company and all debts, liabilities, obligations, restrictions, disabilities and duties of the applicable Company Party and the applicable Merger Sub shall become the debts, liabilities, obligations and duties of the applicable Surviving Company, in each case, in accordance with the relevant provisions DGCL or TBOC, as applicable. (vi) At the Effective Time, the Governing Documents of the DGCL applicable Company Party shall be the Governing Documents of the applicable Surviving Company, in each case, until thereafter changed or amended as provided therein or by applicable Law. (vii) At the Effective Time, the directors and DLLCA, officers of the applicable Company Party immediately prior to effect the Second Company Merger. The Second Company Merger shall become effective one minute after the Effective Time shall be the initial directors and officers of the applicable Surviving Company, each to hold office in accordance with the Governing Documents of such Surviving Company until such director’s or officer’s successor is duly elected or appointed and qualified, or until the earlier of their death, resignation or removal. (viii) At the time the Second Company Merger becomes effective being the “Second Company Merger Effective Time, Parent shall change its name to “VSee Health, Inc.”), which the applicable parties hereto shall specify in the Second Certificate of Merger.

The Mergers. (a) Upon At the terms and subject to the conditions set forth in this Agreement Merger Effective Time (as defined below), and in accordance with the DGCLapplicable provisions of this Agreement and Delaware Law, at the Effective Timeeach of EIC, Parent Sub EMIB, and EMI shall be merged with and into the Company. Following the First Company MergerMergers, the separate corporate existence or limited liability company existence, as applicable, of Parent Sub each of EIC, EMIB, and EMI shall cease, cease and the Company shall continue as the surviving company (the “Surviving Corporation Company”). (b) On the anticipated effective date of the Company’s Registration Statement on Form S-1 (File No. 333-164906) that was originally filed with the Securities and a directExchange Commission on February 16, wholly owned Subsidiary of Parent. Upon the terms and subject 2010 relating to the provisions Initial Public Offering, at such time as may be determined by the Chief Financial Officer of this Agreement, as soon as practicable on the Closing DateCompany, the applicable parties hereto Company shall file cause a certificate of merger in form and substance as set forth on Exhibit A attached hereto (the “First Certificate of Merger”) to be executed, acknowledged and filed with the Secretary of State of the State of Delaware (the “Delaware Secretary of State”)Delaware, executed all as provided for and in accordance with the relevant provisions Section 251 and Section 264 of the DGCL, to effect DGCL and Section 18-209 of the First Company MergerDLLCA. The First Company Merger shall become effective at such the time on the Closing Date and date as the applicable parties hereto shall agree in writing provided under Delaware Law and shall specify as specified in the First Certificate of Merger (the time the First Company Merger becomes effective being the “Effective Time”). (b) Upon the terms and subject to the conditions set forth in this Agreement and in accordance with the DGCL and the DLLCA, at the Second Company Merger Effective Time, the Surviving Corporation shall be merged with and into LLC Sub. Following the Second Company Merger, the separate corporate existence of the Surviving Corporation shall cease, and LLC Sub shall be the Surviving Company and a direct, wholly owned Subsidiary of Parent. Upon the terms and subject to the provisions of this Agreement, as soon as practicable on the Closing Date, the applicable parties hereto shall file a certificate of merger (the “Second Certificate of Merger”) with the Delaware Secretary of State, executed in accordance with the relevant provisions of the DGCL and DLLCA, to effect the Second Company Merger. The Second Company Merger shall become effective one minute after the Effective Time (the time the Second Company Merger becomes effective being the “Second Company Merger Effective Time”). References to the Company after the Merger Effective Time shall mean the Surviving Company. (c) The Merger shall have the effects set forth under Delaware Law. Without limiting the generality of the foregoing, which and subject thereto, at the applicable parties hereto Merger Effective Time, all the properties, rights, privileges, and powers of each of EIC, EMIB, and EMI shall specify vest in the Second Certificate Surviving Company, and all debts, liabilities, and duties of each of EIC, EMIB, and EMI shall become the debts, liabilities, and duties of the Surviving Company. (d) The certificate of formation and limited liability company agreement of the Company, as in effect immediately prior to the Merger Effective Time, shall be the certificate of formation and limited liability company agreement of the Surviving Company until thereafter amended in accordance with the provisions thereof and applicable Law. (e) Subject to applicable Law, (i) the managers of the Company immediately prior to the Merger Effective Time shall be the initial managers of the Surviving Company and shall hold office until their respective successors are duly elected and qualified, or their earlier death, resignation, or removal, and (ii) the officers of the Company immediately prior to the Merger Effective Time shall be the initial officers of the Surviving Company and shall hold office until their respective successors are duly elected and qualified, or their earlier death, resignation, or removal. (f) All of the equity interests of each of EIC, EMIB, and EMI outstanding as of immediately prior to the Merger Effective Time shall, as of the Merger Effective Time, by virtue of the Merger and without any action on the part of any Party hereto or the holder thereof or any other Person, be canceled and extinguished and converted into the right to receive the consideration specified in Section 2.01(g). All of such outstanding equity interests of EIC, EMIB, and EMI when so converted, shall no longer be outstanding and shall automatically be canceled and the former holders thereof shall cease to have any rights with respect thereto, except the right to receive the consideration specified in Section 2.01(g). (g) At the Merger Effective Time: (i) in respect of the outstanding equity interests of EIC held by MCRH immediately prior to the Merger Effective Time and canceled and extinguished by virtue of the EIC Merger, MCRH shall receive the number of Class L Units of the Company equal to the number of Class L Units of the Company held by EIC immediately prior to the EIC Merger; (ii) in respect of the outstanding equity interests of EMIB held by EMI immediately prior to the Merger Effective Time and canceled and extinguished by virtue of the EMIB Merger, EMI shall receive the number of Class A Units, Class C Units and Class L Units, respectively, of the Company equal to the number of Class A Units, Class C Units and Class L Units, respectively, of the Company held by EMIB immediately prior to the Merger Effective Time; (iii) in respect of the outstanding equity interests of EMI held by the Management Holders immediately prior to the Merger Effective Time and canceled and extinguished by virtue of the EMI Merger, each Management Holder shall receive the number of Class A Units, Class C Units and/or Class L Units, as the case may be, of the Company equal to the number of Class A Units, Class C Units and/or Class L Units, as the case may be, of EMI held by such Management Holder immediately prior to the EMI Merger (without duplication of the Class A Units, Class C Units and Class L Units of the Company issued to EMI pursuant to Section 2.01(g)(ii) (i.e., such Class A Units, Class C Units and Class L Units of the Company issued to EMI pursuant to Section 2.01(g)(ii) shall constitute an asset of EMI, and shall be transferred to the Company by reason of the EMI Merger, and shall be canceled by the Company immediately following the consummation of the EMI Merger)); and (iv) the outstanding equity interests of EMI held by Holding immediately prior to the Merger Effective Time shall be canceled and extinguished by virtue of the EMI Merger without payment of any consideration therefor. (h) By their execution of this Agreement, each of MCRH, as the sole stockholder of EIC, and EMI, as the sole stockholder of EMIB, waives its right to dissent to the EIC Merger and the EMIB Merger, as the case may be, and demand appraisal for its shares of EIC and EMIB, respectively, under the DGCL. The Management Holders have waived their right to dissent to the EMI Merger and demand appraisal for their equity interests of EMI pursuant to individual letter agreements between the Company and each Management Holder.

The Mergers. (a) Upon At the terms and subject to the conditions set forth in this Agreement Merger Effective Time (as defined below), and in accordance with the DGCLapplicable provisions of this Agreement and Delaware Law, at the Effective Time, Parent Sub each of SS II and SS III shall be merged with and into the Company. Following the First Company MergerMergers, the separate corporate existence of Parent Sub each of SS II and SS III shall cease, cease and the Company shall continue as the surviving company (the “Surviving Corporation and a direct, wholly owned Subsidiary of Parent. Upon the terms and subject Company”). (b) Prior to the provisions Effectiveness of this Agreementthe Registration Statement (and, as soon as practicable on for the Closing Dateavoidance of doubt, after the effectiveness of the Reincorporation Merger), the applicable parties hereto Company shall file cause a certificate of merger in form and substance as set forth on Exhibit A attached hereto (the “First Certificate of Merger”) to be executed, acknowledged and filed with the Secretary of State of the State of Delaware (the “Delaware Secretary of State”)Delaware, executed all as provided for and in accordance with the relevant provisions Section 251 of the DGCL, to effect the First Company Merger. The First Company Merger shall become effective at such the time on the Closing Date and date as the applicable parties hereto shall agree in writing provided under Delaware Law and shall specify as specified in the First Certificate of Merger (the time the First Company Merger becomes effective being the “Effective Time”). (b) Upon the terms and subject to the conditions set forth in this Agreement and in accordance with the DGCL and the DLLCA, at the Second Company Merger Effective Time, the Surviving Corporation shall be merged with and into LLC Sub. Following the Second Company Merger, the separate corporate existence of the Surviving Corporation shall cease, and LLC Sub shall be the Surviving Company and a direct, wholly owned Subsidiary of Parent. Upon the terms and subject to the provisions of this Agreement, as soon as practicable on the Closing Date, the applicable parties hereto shall file a certificate of merger (the “Second Certificate of Merger”) with the Delaware Secretary of State, executed in accordance with the relevant provisions of the DGCL and DLLCA, to effect the Second Company Merger. The Second Company Merger shall become effective one minute after the Effective Time (the time the Second Company Merger becomes effective being the “Second Company Merger Effective Time”). References to the Company after the Merger Effective Time shall mean the Surviving Company. (c) Each Merger shall have the effects set forth under Delaware Law. Without limiting the generality of the foregoing, which and subject thereto, at the applicable parties hereto Merger Effective Time, all the properties, rights, privileges, and powers of each of SS II and SS III shall specify vest in the Second Certificate Surviving Company, and all debts, liabilities, and duties of each of SS II and SS III shall become the debts, liabilities, and duties of the Surviving Company. Notwithstanding the foregoing, it is hereby acknowledged and agreed that upon the consummation of the Mergers the respective rights and obligations of SS II and SS III under the Registration Rights Agreement shall be transferred to Insight Cayman and Insight Coinvestment, respectively, in accordance with Section 1.12 of the Registration Rights Agreement. (d) The certificate of incorporation and bylaws of the Company, as in effect immediately prior to the Merger Effective Time, shall be the certificate of incorporation and bylaws of the Surviving Company until thereafter amended in accordance with the provisions thereof and applicable Law. (e) Subject to applicable Law, (i) the directors of the Company immediately prior to the Merger Effective Time shall be the initial directors of the Surviving Company and shall hold office until their respective successors are duly elected and qualified, or their earlier death, resignation, or removal, and (ii) the officers of the Company immediately prior to the Merger Effective Time shall be the initial officers of the Surviving Company and shall hold office until their respective successors are duly elected and qualified, or their earlier death, resignation, or removal. (f) All of the shares of capital stock of each of SS II and SS III outstanding as of immediately prior to the Merger Effective Time shall, as of the Merger Effective Time, by virtue of the Merger and without any action on the part of any Party hereto or the holder thereof or any other Person, be canceled and extinguished and converted into the right to receive the consideration specified in Section 2.01(g). All of such outstanding shares of capital stock of SS II and SS III, when so converted, shall no longer be outstanding and shall automatically be canceled and the former holders thereof shall cease to have any rights with respect thereto, except the right to receive the consideration specified in Section 2.01(g). (g) At the Merger Effective Time: (i) in respect of the outstanding shares of capital stock of SS II held by Insight Cayman immediately prior to the Merger Effective Time and canceled and extinguished by virtue of the SS II Merger, Insight Cayman shall, subject to Section 6.03, receive the number of shares of common stock of the Company equal to the number of shares of common stock of the Company held by SS II immediately prior to the Merger Effective Time; and (ii) in respect of the outstanding shares of capital stock of SS III held by Insight Coinvestment immediately prior to the Merger Effective Time and canceled and extinguished by virtue of the SS III Merger, Insight Coinvestment shall, subject to Section 6.03, receive the number of shares of common stock of the Company equal to the number of shares of common stock of the Company held by SS III immediately prior to the Merger Effective Time. (h) By their execution of this Agreement, Insight Cayman, as the sole stockholder of SS II, and Insight Coinvestment, as the sole stockholder of SS III, each waive their right to dissent to the SS II Merger and the SS III Merger, respectively, and their right to demand appraisal for their shares of SS II and SS III, as applicable, under the DGCL or otherwise.

The Mergers. (ai) Upon On the terms and subject to the conditions set forth in this Agreement and in accordance with the DGCL, at the Effective Time, Parent Sub shall be merged with and into the Company. Following the First Company Merger, the separate corporate existence of Parent Sub shall cease, and the Company shall continue as the Surviving Corporation and a direct, wholly owned Subsidiary of Parent. Upon the terms and subject to the provisions of this Agreement, as soon as practicable DGCL on the Closing Date, Merger Sub I shall merge with and into VSee at the applicable parties hereto Effective Time. Following the Effective Time, the separate existence of Merger Sub I shall file a certificate cease and VSee shall continue as the surviving company of merger the VSee Merger (the “First Certificate of Merger”) with the Secretary of State of the State of Delaware (the “Delaware Secretary of State”), executed in accordance with the relevant provisions of the DGCL, to effect the First Company Merger. The First Company Merger shall become effective at such time on the Closing Date as the applicable parties hereto shall agree in writing and shall specify in the First Certificate of Merger (the time the First Company Merger becomes effective being the “Effective TimeSurviving VSee Entity”). (bii) Upon On the terms and subject to the conditions set forth in this Agreement and in accordance with the DGCL and the DLLCATBOC, at the Second Company Merger Effective Time, the Surviving Corporation shall be merged with and into LLC Sub. Following the Second Company Merger, the separate corporate existence of the Surviving Corporation shall cease, and LLC Sub shall be the Surviving Company and a direct, wholly owned Subsidiary of Parent. Upon the terms and subject to the provisions of this Agreement, as soon as practicable on the Closing Date, Merger Sub II shall merge with and into iDoc at the applicable parties hereto Effective Time. Following the Effective Time, the separate existence of Merger Sub II shall file cease and iDoc shall continue as the surviving company of the iDoc Merger (the “Surviving iDoc Entity,” and together with the Surviving VSee Entity, the “Surviving Companies”). (iii) At the Closing, VSee and Parent shall cause a certificate of merger merger, in a form reasonably satisfactory to VSee and Parent (the “Second VSee Certificate of Merger”) ), to be executed and filed with the Delaware Secretary of StateState of the State of Delaware. The VSee Merger shall become effective at such date and time as is agreed by Pxxxxx and VSee and specified in the VSee Certificate of Merger (the time being referred to herein as the “Effective Time”). (iv) At the Closing, iDoc and Parent shall cause a certificate of merger, in a form reasonably satisfactory to iDoc and Parent (the “iDoc Certificate of Merger”), to be executed and filed with the Secretary of State of the State of Delaware. The iDoc Merger will also become effective at the Effective Time, which will be specified in the iDoc Certificate of Merger. (v) The VSee Merger shall have the effects set forth in Section 251 of the DGCL, and the iDoc Merger shall have the effects set forth in Section 10.008 of the TBOC. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all of the assets, properties, rights, privileges, powers and franchises of the applicable Company Party and Merger Sub shall vest in the applicable Surviving Company and all debts, liabilities, obligations, restrictions, disabilities and duties of the applicable Company Party and the applicable Merger Sub shall become the debts, liabilities, obligations and duties of the applicable Surviving Company, in each case, in accordance with the relevant provisions DGCL or TBOC, as applicable. (vi) At the Effective Time, the Governing Documents of the DGCL applicable Company Party shall be the Governing Documents of the applicable Surviving Company, in each case, until thereafter changed or amended as provided therein or by applicable Law. (vii) At the Effective Time, the directors and DLLCA, officers of the applicable Company Party immediately prior to effect the Second Company Merger. The Second Company Merger shall become effective one minute after the Effective Time shall be the initial directors and officers of the applicable Surviving Company, each to hold office in accordance with the Governing Documents of such Surviving Company until such director’s or officer’s successor is duly elected or appointed and qualified, or until the earlier of their death, resignation or removal. (viii) At the time the Second Company Merger becomes effective being the “Second Company Merger Effective Time, Parent shall change its name to “VSee Health, Inc.”), which the applicable parties hereto shall specify in the Second Certificate of Merger.

The Mergers. (a) Upon the terms and subject to the conditions set forth in this Agreement Agreement, and in accordance with at least one day following the DGCLDomestication, at Acquiror, First Merger Sub and the Effective Time, Parent Company (First Merger Sub and the Company sometimes being referred to herein as the “Initial Constituent Corporations”) shall cause First Merger Sub to be merged with and into the Company. Following , with the Company being the surviving corporation in the First Company Merger, the separate corporate existence of Parent Sub . The First Merger shall cease, be consummated in accordance with this Agreement and the Company shall continue as the Surviving Corporation and a direct, wholly owned Subsidiary of Parent. Upon the terms and subject to the provisions of this Agreement, as soon as practicable on the Closing Date, the applicable parties hereto shall file be evidenced by a certificate of merger with respect to the First Merger (as so filed, the “First Certificate of Merger”) with the Secretary of State of the State of Delaware (the “Delaware Secretary of StateMerger Certificate”), executed by the First Merger Sub and the Company in accordance with the relevant provisions of the DGCL, such First Merger to effect be effective as of the First Company Merger. The First Company Merger shall become effective at such time on the Closing Date as the applicable parties hereto shall agree in writing and shall specify in the First Certificate of Merger (the time the First Company Merger becomes effective being the “Effective Time”). (b) Upon consummation of the First Merger, the separate corporate existence of First Merger Sub shall cease and the Company, as the surviving corporation of the First Merger, shall continue its corporate existence under the DGCL, as a wholly owned subsidiary of Acquiror. (c) Immediately following the consummation of the First Effective Time, and upon the terms and subject to the conditions set forth in this Agreement and in accordance with Agreement, the DGCL Acquiror, Second Merger Sub and the DLLCA, at Company (Second Merger Sub and the Second Company Merger Effective Time, sometimes being referred to herein as the “Constituent Entities”) shall cause the Initial Surviving Corporation shall to be merged with and into LLC Sub. Following the Second Company Merger Sub, with the Second Merger Sub being the surviving entity in the Second Merger, the separate corporate existence of the Surviving Corporation shall cease, and LLC Sub . The Second Merger shall be the Surviving Company consummated in accordance with this Agreement and a direct, wholly owned Subsidiary of Parent. Upon the terms and subject to the provisions of this Agreement, as soon as practicable on the Closing Date, the applicable parties hereto shall file be evidenced by a certificate of merger with respect to the Second Merger (as so filed, the “Second Certificate of MergerMerger Certificate”) with the Delaware Secretary of State), executed by the Second Merger Sub and the Company in accordance with the relevant provisions of the DGCL and the DLLCA, such Second Merger to effect be effective as of the Second Company Merger. The Second Company Merger shall become effective one minute after the Effective Time Time. (the time d) Upon consummation of the Second Merger, the separate corporate existence of the Company shall cease and Second Merger becomes effective being Sub, as the “Second Company Merger Effective Time”), which the applicable parties hereto shall specify in surviving entity of the Second Certificate Merger, shall continue its existence under the DLLCA, as a wholly owned subsidiary of MergerAcquiror.

The Mergers. (a) Upon At the terms and subject to the conditions set forth in this Agreement Merger Effective Time (as defined below), and in accordance with the DGCLapplicable provisions of this Agreement and Delaware Law, at the Effective Timeeach of EIC, Parent Sub EMIB, and EMI shall be merged with and into the Company. Following the First Company MergerMergers, the separate corporate existence or limited liability company existence, as applicable, of Parent Sub each of EIC, EMIB, and EMI shall cease, cease and the Company shall continue as the surviving company (the “Surviving Corporation and a direct, wholly owned Subsidiary Company”). (b) As of Parent. Upon the terms and subject to the provisions of this Agreement, as soon as practicable on the Closing Datedate hereof, the applicable parties hereto Company shall file cause a certificate of merger in form and substance as set forth on Exhibit A attached hereto (the “First Certificate of Merger”) to be executed, acknowledged and filed with the Secretary of State of the State of Delaware (the “Delaware Secretary of State”)Delaware, executed all as provided for and in accordance with the relevant provisions Section 251 and Section 264 of the DGCL, to effect DGCL and Section 18-209 of the First Company MergerDLLCA. The First Company Merger shall become effective at such the time on the Closing Date and date as the applicable parties hereto shall agree in writing provided under Delaware Law and shall specify as specified in the First Certificate of Merger (the time the First Company Merger becomes effective being the “Effective Time”). (b) Upon the terms and subject to the conditions set forth in this Agreement and in accordance with the DGCL and the DLLCA, at the Second Company Merger Effective Time, the Surviving Corporation shall be merged with and into LLC Sub. Following the Second Company Merger, the separate corporate existence of the Surviving Corporation shall cease, and LLC Sub shall be the Surviving Company and a direct, wholly owned Subsidiary of Parent. Upon the terms and subject to the provisions of this Agreement, as soon as practicable on the Closing Date, the applicable parties hereto shall file a certificate of merger (the “Second Certificate of Merger”) with the Delaware Secretary of State, executed in accordance with the relevant provisions of the DGCL and DLLCA, to effect the Second Company Merger. The Second Company Merger shall become effective one minute after the Effective Time (the time the Second Company Merger becomes effective being the “Second Company Merger Effective Time”). References to the Company after the Merger Effective Time shall mean the Surviving Company. (c) The Merger shall have the effects set forth under Delaware Law. Without limiting the generality of the foregoing, which and subject thereto, at the applicable parties hereto Merger Effective Time, all the properties, rights, privileges, and powers of each of EIC, EMIB, and EMI shall specify vest in the Second Certificate Surviving Company, and all debts, liabilities, and duties of each of EIC, EMIB, and EMI shall become the debts, liabilities, and duties of the Surviving Company. (d) The certificate of incorporation and bylaws of the Company, as in effect immediately prior to the Merger Effective Time, shall be the certificate of incorporation and bylaws of the Surviving Company until thereafter amended in accordance with the provisions thereof and applicable Law. (e) Subject to applicable Law, (i) the directors of the Company immediately prior to the Merger Effective Time shall be the initial directors of the Surviving Company and shall hold office until their respective successors are duly elected and qualified, or their earlier death, resignation, or removal, and (ii) the officers of the Company immediately prior to the Merger Effective Time shall be the initial officers of the Surviving Company and shall hold office until their respective successors are duly elected and qualified, or their earlier death, resignation, or removal. (f) All of the equity interests of each of EIC, EMIB, and EMI outstanding as of immediately prior to the Merger Effective Time shall, as of the Merger Effective Time, by virtue of the Merger and without any action on the part of any Party hereto or the holder thereof or any other Person, be canceled and extinguished and converted into the right to receive the consideration specified in Section 2.01(g). All of such outstanding equity interests of EIC, EMIB, and EMI when so converted, shall no longer be outstanding and shall automatically be canceled and the former holders thereof shall cease to have any rights with respect thereto, except the right to receive the consideration specified in Section 2.01(g). (g) At the Merger Effective Time: (i) in respect of the outstanding equity interests of EIC held by MCRH immediately prior to the Merger Effective Time and canceled and extinguished by virtue of the EIC Merger, MCRH shall receive the number of shares of Common Stock as is set forth opposite MCRH’s name on Exhibit B attached hereto; (ii) in respect of the outstanding equity interests of EMIB held by EMI immediately prior to the Merger Effective Time and canceled and extinguished by virtue of the EMIB Merger, EMI shall receive a number of shares of Common Stock equal to the number of shares of Common Stock held by EMIB immediately prior to the Merger Effective Time; (iii) in respect of the outstanding equity interests of EMI held by the Management Holders immediately prior to the Merger Effective Time and canceled and extinguished by virtue of the EMI Merger, each Management Holder shall receive the number of shares of Common Stock as is set forth opposite such Management Holder’s name on Exhibit B attached hereto (without duplication of the Common Stock issued to EMI pursuant to Section 2.01(g)(ii) (i.e., such Common Stock issued to EMI pursuant to Section 2.01(g)(ii) shall constitute an asset of EMI, and shall be transferred to the Company by reason of the EMI Merger, and shall be canceled by the Company immediately following the consummation of the EMI Merger)); and (iv) the outstanding equity interests of EMI held by Holding immediately prior to the Merger Effective Time shall be canceled and extinguished by virtue of the EMI Merger without payment of any consideration therefor. (h) Exhibit B sets forth the outstanding shares of Common Stock of the Surviving Company immediately after giving effect to the Mergers. (i) By their execution of this Agreement, each of MCRH, as the sole stockholder of EIC, and EMI, as the sole stockholder of EMIB, waives its right to dissent to the EIC Merger and the EMIB Merger, as the case may be, and demand appraisal for its shares of EIC and EMIB, respectively, under the DGCL. The Management Holders have waived their right to dissent to the EMI Merger and demand appraisal for their equity interests of EMI pursuant to individual letter agreements between the Company and each Management Holder.

The Mergers. (a) Upon Subject to the terms and subject to conditions of this Agreement, in accordance with the conditions set forth Maryland General Corporation Law (the “MGCL”), at Effective Time 1A, Merger Sub 1 shall merge with and into FSIC III, and the separate corporate existence of Merger Sub 1 shall cease. FSIC III shall be the surviving company in this Agreement Merger 1A and shall continue its existence as a corporation under the Laws of the State of Maryland. (b) Immediately after the occurrence of Effective Time 1A and in accordance with the DGCLMGCL, at the Effective Time, Parent Sub Surviving Company 1 shall be merged merge with and into the Company. Following the First Company Merger, FSIC II and the separate corporate existence of Parent Sub Surviving Company 1 shall cease, cease and all outstanding shares of common stock of Surviving Company 1 shall be cancelled and no consideration shall be exchanged therefor. FSIC II shall be the Company surviving company in Merger 1B and shall continue its existence as a corporation under the Surviving Corporation and a direct, wholly owned Subsidiary Laws of Parent. Upon the State of Maryland. (c) Subject to the terms and subject to the provisions conditions of this Agreement, as soon as practicable on the Closing Date, the applicable parties hereto shall file a certificate of merger (the “First Certificate of Merger”) in accordance with the Secretary of State Delaware Statutory Trust Act and the General Corporation Law of the State of Delaware (Delaware, at Effective Time 2A, Merger Sub 2 shall merge with and into CCT II, and the “Delaware Secretary separate statutory trust existence of State”), executed Merger Sub 2 shall cease. CCT II shall be the surviving company in accordance with Merger 2A and shall continue its existence as a trust under the relevant provisions Laws of the DGCL, to effect the First Company Merger. The First Company Merger shall become effective at such time on the Closing Date as the applicable parties hereto shall agree in writing and shall specify in the First Certificate State of Merger (the time the First Company Merger becomes effective being the “Effective Time”)Delaware. (bd) Upon Immediately after the terms and subject to the conditions set forth in this Agreement occurrence of Effective Time 2A and in accordance with the DGCL Delaware Statutory Trust Act and the DLLCAMGCL, at the Second Surviving Company Merger Effective Time, the Surviving Corporation 2 shall be merged merge with and into LLC SubFSIC II and the separate trust existence of Surviving Company 2 shall cease and all outstanding common shares of beneficial interest of Surviving Company 2 shall be cancelled and no consideration shall be exchanged therefor. Following FSIC II shall be the Second Company Mergersurviving company in Merger 2B and shall continue its existence as a corporation under the Laws of the State of Maryland. (e) Subject to the terms and conditions of this Agreement, in accordance with the MGCL, at Effective Time 3A, Merger Sub 3 shall merge with and into FSIC IV, and the separate corporate existence of the Surviving Corporation Merger Sub 3 shall cease, and LLC Sub . FSIC IV shall be the Surviving Company surviving company in Merger 3A and shall continue its existence as a direct, wholly owned Subsidiary corporation under the Laws of Parent. Upon the terms State of Maryland. (f) Immediately after the occurrence of Effective Time 3A and subject to the provisions of this Agreement, as soon as practicable on the Closing Date, the applicable parties hereto shall file a certificate of merger (the “Second Certificate of Merger”) with the Delaware Secretary of State, executed in accordance with the relevant provisions MGCL, Surviving Company 3 shall merge with and into FSIC II and the separate corporate existence of Surviving Company 3 shall cease and all outstanding shares of common stock of Surviving Company 3 shall be cancelled and no consideration shall be exchanged therefor. FSIC II shall be the surviving company in Merger 3B and shall continue its existence as a corporation under the Laws of the DGCL and DLLCA, to effect the Second Company Merger. The Second Company Merger shall become effective one minute after the Effective Time (the time the Second Company Merger becomes effective being the “Second Company Merger Effective Time”), which the applicable parties hereto shall specify in the Second Certificate State of MergerMaryland.

The Mergers. (a) Upon the terms and subject to the conditions set forth in As soon as practicable after execution of this Agreement by all parties hereto, the consummation of the transactions contemplated by this Agreement (the “Closing”, such date, the “Closing Date”) will be held at the offices of Dxxxx Xxxx & Wxxxxxxx, 1000 Xx Xxxxxx Xxxx, Xxxxx Xxxx, Xxxxxxxxxx 00000, or at such other place as the parties may agree. On the Closing Date, the Company and in accordance Merger Subsidiary I will file a statement of merger with the DGCLColorado Secretary of State, a certificate of merger with the Delaware Secretary of State and make all other filings or recordings required by Colorado Law and Delaware Law in connection with the First Merger. The First Merger shall become effective at such time (the “Effective Time”) as the statement of merger and certificate of merger are duly filed with the Secretaries of State of the States of Colorado and Delaware, respectively, or at such later time as may be specified in the statement of merger and certificate of merger. (b) At the Effective Time, Parent Sub Merger Subsidiary I shall be merged with and into the Company. Following the First Company Mergerin accordance with Colorado Law and Delaware Law, whereupon the separate corporate existence of Parent Sub Merger Subsidiary I shall cease, and the Company shall continue be the surviving corporation (the “Initial Surviving Corporation”). (c) From and after the Effective Time, the Initial 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 I, all as provided under Colorado Law and Delaware Law. (d) Immediately following the Effective Time, the Initial Surviving Corporation and a direct, wholly owned Merger Subsidiary of Parent. Upon the terms and subject to the provisions of this Agreement, as soon as practicable on the Closing Date, the applicable parties hereto II shall file a statement of merger with the Colorado Secretary of State, a certificate of merger (the “First Certificate of Merger”) with the Delaware Secretary of State of and make all other filings or recordings required by Colorado Law and the State of Delaware (the “Delaware Secretary of State”), executed LLC Act in accordance connection with the relevant provisions of the DGCL, to effect the First Company Second Merger. The First Company Second Merger shall become effective at such time on the Closing Date as the applicable parties hereto shall agree in writing and shall specify in the First Certificate of Merger (the time the First Company Merger becomes effective being the “Second Effective Time”)) as the statement of merger and certificate of merger are duly filed with the Secretaries of State of the States of Colorado and Delaware, respectively, or at such later time as may be specified in the statement of merger and certificate of merger. (be) Upon the terms and subject to the conditions set forth in this Agreement and in accordance with the DGCL and the DLLCA, at At the Second Company Merger Effective Time, the Initial Surviving Corporation shall be merged with and into Merger Subsidiary II in accordance with Colorado Law and the LLC Sub. Following the Second Company MergerAct, whereupon the separate corporate existence of the Initial Surviving Corporation shall cease, and LLC Sub Merger Subsidiary II shall be the surviving entity (the “Surviving Company Entity”). (f) From and after the Second 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 Initial Surviving Corporation and Merger Subsidiary II, all as provided under Colorado Law and the LLC Act. (g) Following the Closing, Parent shall take the necessary action to wind up Salvador Systems, LLC, a Delaware limited liability company, and a direct, wholly wholly-owned Subsidiary of Parent. Upon the terms and subject to the provisions of this Agreement, as soon as practicable on the Closing Date, the applicable parties hereto shall file a certificate of merger (the “Second Certificate of Merger”) with the Delaware Secretary of State, executed in accordance with the relevant provisions of the DGCL and DLLCA, to effect the Second Company Merger. The Second Company Merger shall become effective one minute after the Effective Time (the time the Second Company Merger becomes effective being the “Second Company Merger Effective Time”), which the applicable parties hereto shall specify in the Second Certificate of Merger.

The Mergers. (a) Upon Subject to the terms and subject to conditions hereof, at the conditions set forth in this Agreement First Effective Time, (i) Merger Sub shall merge (the “First Merger”) with and into the Company in accordance with the General Corporation Law of the State of Delaware (the “DGCL”), at the Effective Time, Parent Sub shall be merged with and into the Company. Following the First Company Merger, whereupon the separate corporate existence of Parent Merger Sub shall cease, and the Company shall continue as the Surviving Corporation surviving corporation and a direct, wholly owned Subsidiary of Parent. Upon the terms and subject to the provisions of this Agreement, (ii) as soon as practicable on the Closing Datethereafter, the applicable parties hereto Company shall file be merged with and into Merger Sub II (the “Second Merger,” and together with the First Merger, the “Mergers”), in accordance with the Delaware Limited Liability Company Act (“DLLCA”) with Merger Sub II surviving the Second Merger (the “Surviving Company”). (b) At the Closing, the Company and Merger Sub shall cause a certificate of merger substantially in the form of Exhibit C-1 hereto (the “First Certificate of Merger”) to be executed, acknowledged and filed with the Secretary of State of the State of Delaware and make all other filings or recordings required by the DGCL in connection with the First Merger. The First 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 “Delaware Secretary of State”), executed in accordance with the relevant provisions of the DGCL, to effect the First Company Merger. The First Company Merger shall become effective at such time on the Closing Date as the applicable parties hereto shall agree in writing and shall specify in the First Certificate of Merger (the time the First Company Merger becomes effective being the “Effective Time”). (bc) Upon At the terms and subject to the conditions set forth in this Agreement and in accordance with the DGCL and the DLLCAClosing, at the Second Company Merger Effective Time, the Surviving Corporation shall be merged with and into LLC Sub. Following the Second Company Merger, the separate corporate existence of the Surviving Corporation shall cease, and LLC Sub shall be the Surviving Company and a direct, wholly owned Subsidiary of Parent. Upon the terms and subject to the provisions of this Agreement, as soon as practicable on the Closing Date, the applicable parties hereto Merger Sub II shall file cause a certificate of merger substantially in the form of Exhibit C-2 hereto (the “Second Certificate of Merger”) to be executed, acknowledged and filed with the Delaware Secretary of State, executed State of the State of Delaware promptly following the filing of the Certificate of Merger and make all other filings or recordings required by the DLLCA in accordance connection with the relevant provisions of the DGCL and DLLCA, to effect the Second Company Merger. The Second Company Merger shall become effective one minute after the Effective Time (the at such time as the Second Company Certificate of Merger becomes effective being is duly filed with the Secretary of State of the State of Delaware (the “Second Company Merger Effective Time”). (d) From and after the First Effective Time, which the applicable parties hereto Company shall specify in succeed to all the property, rights, privileges, powers and franchises and be subject to all of the liabilities, restrictions, disabilities and duties of the Company and Merger Sub, all as provided under the DGCL. (e) From and after the Second Certificate Effective Time, the Surviving Company shall succeed to all the property, rights, privileges, powers and franchises and be subject to all of Mergerthe liabilities, restrictions, disabilities and duties of the Company and Merger Sub II, all as provided under the DLLCA. (f) It is intended by the Parties hereto that, consistent with IRS Revenue Ruling 2001-46, 2001-2 C.B. 321, the Mergers shall constitute an integrated, single-step “reorganization” within the meaning of Code Section 368(a)(1)(A) to which each of the Company and Parent are to be parties under Code Section 368(b), and, unless otherwise required by Law, agree not to take any position that is inconsistent with such characterization on any Tax Return, before any Governmental Entity or otherwise. However, no Party makes any representations or warranties to the other Parties or any holder of Company Stock or Company Options that the transactions contemplated hereby will qualify as a tax-free “reorganization” under the Code. Each Party acknowledges that it and the holders of Company Stock and Company Options are each relying solely on their own Tax advisors in connection with this Agreement and the transactions and agreements contemplated hereby.

The Mergers. (a) Upon the terms and subject to the conditions set forth in this Agreement and in accordance with the Delaware Limited Liability Company Act and the DGCL, at the Holdco Effective Time, Parent Sub Holdco shall be merged merge with and into the CompanyAcquiror, with Acquiror surviving such merger. Following the First Company Merger, the separate corporate existence of Parent Sub The Holdco Merger shall cease, and the Company shall continue as the Surviving Corporation and a direct, wholly owned Subsidiary of Parent. Upon the terms and subject to the provisions of be consummated in accordance with this Agreement, as soon as practicable on the Closing Date, Delaware Limited Liability Company Act and the applicable parties hereto shall file DGCL and evidenced by a certificate of merger (the “First Holdco Certificate of Merger”) with the Secretary of State ), such Merger to be consummated upon filing of the State Holdco Certificate of Delaware (the “Delaware Secretary of State”), executed in accordance with the relevant provisions of the DGCL, to effect the First Company Merger. The First Company Merger shall become effective or at such later time on the Closing Date as the applicable parties hereto shall agree may be agreed by Acquiror and Holdco in writing and shall specify specified in the First Holdco Certificate of Merger (the time the First Company Merger becomes effective being the “Holdco Effective Time”). Following the Holdco Effective Time, the separate corporate existence of Holdco shall cease. (b) Upon the terms and subject to the conditions set forth in this Agreement and in accordance with the DGCL and the DLLCATexas Business Organizations Code, at immediately following the Second Company Merger Holdco Effective Time, the Surviving Corporation SOC shall be merged merge with and into LLC SubAcquiror, with Acquiror surviving such merger (Acquiror, in such capacity, hereinafter referred to for the periods at and after the Effective Time as the “Surviving Company”). Following the Second Company Merger, the separate corporate existence of the Surviving Corporation shall cease, and LLC Sub The SOC Merger shall be the Surviving Company and a direct, wholly owned Subsidiary of Parent. Upon the terms and subject to the provisions of consummated in accordance with this Agreement, as soon as practicable on the Closing Date, DGCL and the applicable parties hereto shall file Texas Business Organizations Code and evidenced by a certificate of merger (the “Second SOC Certificate of Merger”) with the Delaware Secretary of State), executed in accordance with the relevant provisions such Merger to be consummated upon filing of the DGCL SOC Certificate of Merger or at such later time as may be agreed by Acquiror and DLLCA, to effect SOC in writing and specified in the Second Company Merger. The Second Company SOC Certificate of Merger shall become effective one minute after the Effective Time (the time the Second Company SOC Merger becomes effective being the “Second Company Merger Effective Time”). Following the Effective Time, which the applicable parties hereto separate corporate existence of SOC shall specify in the Second Certificate of Mergercease.

The Mergers. (a) Upon the terms and subject to the conditions set forth in this Agreement and in accordance with the Delaware Limited Liability Company Act and the DGCL, at the Holdco Effective Time, Parent Sub Holdco shall be merged merge with and into the CompanyAcquiror, with Acquiror surviving such merger. Following the First Company Merger, the separate corporate existence of Parent Sub The Holdco Merger shall cease, and the Company shall continue as the Surviving Corporation and a direct, wholly owned Subsidiary of Parent. Upon the terms and subject to the provisions of be consummated in accordance with this Agreement, as soon as practicable on the Closing Date, Delaware Limited Liability Company Act and the applicable parties hereto shall file DGCL and evidenced by a certificate of merger (the “First Holdco Certificate of Merger”) with the Secretary of State ), such Merger to be consummated upon filing of the State Holdco Certificate of Delaware (the “Delaware Secretary of State”), executed in accordance with the relevant provisions of the DGCL, to effect the First Company Merger. The First Company Merger shall become effective or at such later time on the Closing Date as the applicable parties hereto shall agree may be agreed by Acquiror and Holdco in writing and shall specify specified in the First Holdco Certificate of Merger (the time the First Company Merger becomes effective being the “Holdco Effective Time”). Following the Holdco Effective Time, the separate corporate existence of Holdco shall cease. (b) Upon the terms and subject to the conditions set forth in this Agreement and in accordance with the DGCL and the DLLCATexas Business Organizations Code, at immediately following the Second Company Merger Holdco Effective Time, the Surviving Corporation SOC shall be merged merge with and into LLC SubAcquiror, with Acquiror surviving such merger (Acquiror, in such capacity, hereinafter referred to for the periods at and after the Effective Time as the “Surviving Company”). Following the Second Company Merger, the separate corporate existence of the Surviving Corporation shall cease, and LLC Sub The SOC Merger shall be the Surviving Company and a direct, wholly owned Subsidiary of Parent. Upon the terms and subject to the provisions of consummated in accordance with this Agreement, as soon as practicable on the Closing Date, DGCL and the applicable parties hereto shall file Texas Business Organizations Code and evidenced by a certificate of merger (the “Second SOC Certificate of Merger”) with the Delaware Secretary of State), executed in accordance with the relevant provisions such Merger to be consummated upon filing of the DGCL SOC Certificate of Merger or at such later time as may be agreed by Xxxxxxxx and DLLCA, to effect SOC in writing and specified in the Second Company Merger. The Second Company SOC Certificate of Merger shall become effective one minute after the Effective Time (the time the Second Company SOC Merger becomes effective being the “Second Company Merger Effective Time”). Following the Effective Time, which the applicable parties hereto separate corporate existence of SOC shall specify in the Second Certificate of Mergercease.

The Mergers. (a) Upon the terms and subject to the conditions set forth in this Agreement and in accordance with the DGCL, at the Effective Time, Parent Sub shall be merged with and into the Company. Following the First Company MergerClosing, the separate corporate existence of Parent Sub Parties shall cease, and cause the Company shall continue as the Surviving Corporation and a direct, wholly owned Subsidiary of Parent. Upon the terms and subject Reverse Merger to the provisions of this Agreement, as soon as practicable on the Closing Date, the applicable parties hereto shall file a certificate of merger (the “First Certificate of Merger”) be consummated by filing with the Secretary of State of the State of Delaware a certificate of merger in the form attached hereto as Exhibit B (the “Delaware Secretary Certificate of StateReverse Merger”), executed in accordance with the relevant provisions of the DGCL, and shall make all other filings or recordings required under the DGCL in order to effect consummate the First Company Merger. The First Company Reverse Merger shall become effective at such time on the Closing Date as the applicable parties hereto shall agree in writing and shall specify in the First Certificate of Merger (the time the First Company Certificate of Reverse Merger becomes effective being is filed with the Secretary of State of the State of Delaware (the “Effective Time”). (b) Upon . At the terms and subject to the conditions set forth in this Agreement and in accordance with the DGCL and the DLLCA, at the Second Company Merger Effective Time, the Surviving Corporation Merger Sub A shall be merged with and into LLC Sub. Following the Second Company MergerCompany, and the separate corporate existence of the Surviving Corporation Merger Sub A shall thereupon cease, and LLC Sub the Company shall be continue as the Surviving Company surviving corporation and a direct, wholly owned Subsidiary of Parent. Upon Promptly after the terms Closing, and subject to the provisions of this Agreement, as soon as practicable in all cases on the Closing Date, Parent shall cause the applicable parties hereto shall file Forward Merger to be consummated by filing with the Secretary of State of the State of Delaware a certificate of merger in the form attached hereto as Exhibit C (the “Second Certificate of Forward Merger” and, together with the Certificate of Reverse Merger, the “Certificates of Merger”) with the Delaware Secretary of State), executed in accordance with the relevant provisions of the DGCL and DLLCA, and shall make all other filings or recordings required under the DLLCA in order to effect consummate the Second Company Forward Merger. The Second Company Forward Merger shall become effective one minute after the Effective Time (at the time the Second Certificate of Forward Merger is filed with the Secretary of State of the State of Delaware. At the effective time of the Forward Merger, Parent shall cause the Company to merge with and into Merger becomes effective being Sub B in accordance with the DLLCA, whereupon the separate existence of the Company shall cease, and Merger Sub B will be the Surviving Company. The surviving company after the Forward Merger is sometimes referred to hereinafter as the “Second Company Merger Effective TimeSurviving Company.”), which the applicable parties hereto shall specify in the Second Certificate of Merger.

The Mergers. (a) Upon the terms and subject to the conditions set forth in this Agreement Agreement, Acquiror, Merger Sub and in accordance with the DGCL, at Company (Merger Sub and the Effective Time, Parent Company sometimes being referred to herein as the “First-Step Constituent Corporations”) shall cause Merger Sub shall to be merged with and into the Company. Following , with the Company being the surviving corporation in the First Company Merger, the separate corporate existence of Parent Sub . The First Merger shall cease, be consummated in accordance with this Agreement and the Company shall continue as the Surviving Corporation and a direct, wholly owned Subsidiary of Parent. Upon the terms and subject to the provisions of this Agreement, as soon as practicable on the Closing Date, the applicable parties hereto shall file evidenced by (i) a certificate of merger with respect to the First Merger (as so filed, the “First Delaware Certificate of Merger”) with executed by the Secretary of State of the State of Delaware (the “Delaware Secretary of State”), executed First-Step Constituent Corporations in accordance with the relevant provisions of the DGCL, DGCL and (ii) articles of merger with respect to effect the First Company Merger (as so filed, the “First Nevada Articles of Merger. The First Company Merger shall become effective at such time on the Closing Date as the applicable parties hereto shall agree in writing and shall specify in ” and, together with the First Delaware Certificate of Merger, the “Certificates of First Merger”) executed by the First-Step Constituent Corporations in accordance with the relevant provisions of the Nevada Revised Statutes (“NRS”), such First Merger (the time to be effective as of the First Company Merger becomes effective being the “Effective Time”). (b) Upon consummation of the First Merger, the separate corporate existence of Merger Sub shall cease and the Company, as the surviving corporation of the First Merger (hereinafter referred to for the periods at and after the First Effective Time as the “First-Step Surviving Corporation”), shall continue its corporate existence under the NRS, as a wholly owned subsidiary of Acquiror. (c) Upon the terms and subject to the conditions set forth in this Agreement and in accordance with the DGCL Agreement, Acquiror and the DLLCA, at the Second Company Merger Effective Time, the First-Step Surviving Corporation (Acquiror and the First-Step Surviving Corporation sometimes being referred to herein as the “Second-Step Constituent Corporations”) shall cause the First-Step Surviving Corporation to be merged with and into LLC Sub. Following Acquiror, with Acquiror being the surviving corporation in the Second Company Merger, the separate corporate existence of the Surviving Corporation shall cease, and LLC Sub . The Second Merger shall be the Surviving Company consummated in accordance with this Agreement and a direct, wholly owned Subsidiary of Parent. Upon the terms and subject to the provisions of this Agreement, as soon as practicable on the Closing Date, the applicable parties hereto shall file evidenced by (i) a certificate of merger with respect to the Second Merger (as so filed, the “Second Delaware Certificate of Merger”) with executed by the Delaware Secretary of State, executed Second-Step Constituent Corporations in accordance with the relevant provisions of the DGCL and DLLCA, (ii) articles of merger with respect to effect the Second Company Merger. The Second Company Merger shall become effective one minute after the Effective Time (the time the Second Company Merger becomes effective being as so filed, the “Second Company Nevada Articles of Merger” and, together with the Second Delaware Certificate of Merger, the “Certificates of Second Merger,” and together with the Certificate of First Merger, the “Certificates of Merger”) executed by the Second-Step Constituent Corporations in accordance with the relevant provisions of the NRS, such Second Merger to be effective as of the Second Effective Time. (d) Upon consummation of the Second Merger, the separate corporate existence of the First-Step Surviving Corporation shall cease and Acquiror, as the surviving corporation of the Second Merger (hereinafter sometimes referred to for the periods at and after the Second Effective Time as the “Surviving Corporation”), which shall continue its corporate existence under the applicable parties hereto shall specify in the Second Certificate of MergerDGCL.

The Mergers. (a) Upon The consummation of the terms and subject to the conditions set forth in transactions contemplated by this Agreement and in accordance with (the DGCL, “Closing”) will be held at the Effective Timeoffices of Xxxxx Xxxx & Xxxxxxxx, Parent Sub shall be merged with and into the Company. Following the First Company Merger0000 Xx Xxxxxx Xxxx, the separate corporate existence of Parent Sub shall ceaseXxxxx Xxxx, and the Company shall continue Xxxxxxxxxx 00000 (or such other place as the Surviving Corporation and a direct, wholly owned Subsidiary of Parent. Upon the terms and subject to the provisions of this Agreement, parties may agree) as soon as practicable on after the Closing Datesatisfaction or, to the extent permitted, waiver of the last of the conditions to the Mergers to be satisfied. Immediately following the Closing, the applicable parties hereto shall Company and Merger Subsidiary I will file a certificate an agreement of merger (the “First Certificate of Merger”) with the Secretary of State of the State of Delaware (the “Delaware Secretary of State”), executed California and make all other filings or recordings required by California Law in accordance connection with the relevant provisions of the DGCL, to effect the First Company Merger. The First Company Merger shall become effective at such time on the Closing Date as the applicable parties hereto shall agree in writing and shall specify in the First Certificate of Merger (the time the First Company Merger becomes effective being the “Effective Time”)) as the agreement of merger is accepted by the Secretary of State of the State of California or at such later time as is specified in the agreement of merger. (b) Upon At the terms Effective Time, Merger Subsidiary I shall be merged with and subject to into the conditions set forth in this Agreement and Company in accordance with California Law, whereupon the DGCL separate existence of Merger Subsidiary I shall cease, and the DLLCA, at Company shall be the Second Company Merger surviving corporation (the “Initial Surviving Corporation”). (c) From and after the Effective Time, the Initial 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 I, all as provided under California Law. (d) Immediately following the Effective Time, the Initial Surviving Corporation and Merger Subsidiary II shall file an agreement of merger with the Secretary of State of the State of California, a certificate of merger with the Delaware Secretary of State and make all other filings or recordings required by California Law and the LLC Act in connection with the Second Merger. The Second Merger shall become effective at such time (the “Second Effective Time”) as the agreement of merger and certificate of merger are duly filed with the Secretaries of State of the States of California and Delaware, respectively, or at such later time as may be specified in the agreement of merger and certificate of merger. (e) At the Second Effective Time, the Initial Surviving Corporation shall be merged with and into Merger Subsidiary II in accordance with California Law and the LLC Sub. Following the Second Company MergerAct, whereupon the separate corporate existence of the Initial Surviving Corporation shall cease, and LLC Sub Merger Subsidiary II shall be the Surviving Company and a direct, wholly owned Subsidiary of Parent. Upon the terms and subject to the provisions of this Agreement, as soon as practicable on the Closing Date, the applicable parties hereto shall file a certificate of merger surviving entity (the “Surviving Entity”). (f) From and after the Second Certificate of Merger”) with Effective Time, the Delaware Secretary of StateSurviving Entity shall possess all the rights, executed in accordance with the relevant provisions powers, privileges and franchises and be subject to all of the DGCL obligations, liabilities, restrictions and DLLCAdisabilities of the Initial Surviving Corporation and Merger Subsidiary II, to effect all as provided under California Law and the Second Company Merger. The Second Company Merger shall become effective one minute after the Effective Time (the time the Second Company Merger becomes effective being the “Second Company Merger Effective Time”), which the applicable parties hereto shall specify in the Second Certificate of MergerLLC Act.

The Mergers. (a) Upon At the terms and subject to the conditions set forth in this Agreement Merger Effective Time (as defined below), and in accordance with the DGCLapplicable provisions of this Agreement and Delaware Law, at the Effective Timeeach of New Mountain Blocker, Parent Sub IRDO, Venrock Blocker and 5AM-BT shall be merged with and into the Company. Following the First Company MergerMergers, the separate corporate existence or limited partnership existence, as applicable, of Parent Sub each of New Mountain Blocker, IRDO, Venrock Blocker and 5AM-BT shall cease, cease and the Company shall continue as the surviving company (the “Surviving Corporation Company”). (b) At the time determined by the Company, promptly following the Conversion and a direct, wholly owned Subsidiary of Parent. Upon the terms and subject prior to the provisions effectiveness of this Agreementthe Company’s registration statement on Form S-1 (File No. 333-201474) (the “Registration Statement”) filed with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as soon as practicable on the Closing Dateamended, the applicable parties hereto Company shall file cause a certificate of merger in form and substance as set forth on Exhibit A attached hereto (the “First Certificate of Merger”) to be executed, acknowledged and filed with the Secretary of State of the State of Delaware (the “Delaware Secretary of State”)Delaware, executed all as provided for and in accordance with the relevant provisions Section 251 and Section 264 of the DGCL, to effect DGCL and Section 18-211 of the First Company MergerDRULPA. The First Company Merger Mergers shall become effective at such the time on the Closing Date and date as the applicable parties hereto shall agree in writing provided under Delaware Law and shall specify as specified in the First Certificate of Merger (the time the First Company Merger becomes effective being the “Effective Time”). (b) Upon the terms and subject to the conditions set forth in this Agreement and in accordance with the DGCL and the DLLCA, at the Second Company Merger Effective Time, the Surviving Corporation shall be merged with and into LLC Sub. Following the Second Company Merger, the separate corporate existence of the Surviving Corporation shall cease, and LLC Sub shall be the Surviving Company and a direct, wholly owned Subsidiary of Parent. Upon the terms and subject to the provisions of this Agreement, as soon as practicable on the Closing Date, the applicable parties hereto shall file a certificate of merger (the “Second Certificate of Merger”) with the Delaware Secretary of State, executed in accordance with the relevant provisions of the DGCL and DLLCA, to effect the Second Company Merger. The Second Company Merger shall become effective one minute after the Effective Time (the time the Second Company Merger becomes effective being the “Second Company Merger Effective Time”). References to the Company after the Merger Effective Time shall mean the Surviving Company. (c) Each Merger shall have the effects set forth under Delaware Law. Without limiting the generality of the foregoing, which and subject thereto, at the applicable parties hereto Merger Effective Time, all the properties, rights, privileges, and powers of each of New Mountain Blocker, IRDO, Venrock Blocker and 5AM-BT shall specify vest in the Second Certificate Surviving Company, and all debts, liabilities, and duties of Mergereach of New Mountain Blocker, IRDO, Venrock Blocker and 5AM-BT shall become the debts, liabilities and duties of the Surviving Company. Notwithstanding the foregoing, it is hereby acknowledged and agreed that, upon consummation of the Mergers, the respective rights and obligations of New Mountain Blocker, IRDO, Venrock Blocker and 5AM-BT under the Voting Agreement shall be transferred to New Mountain, ARCH Ventures, Venrock and 5AM, respectively, in accordance with the terms thereof. (d) The certificate of incorporation and bylaws of the Company, as in effect immediately prior to the Merger Effective Time, shall be the certificate of incorporation and bylaws of the Surviving Company until thereafter amended in accordance with the provisions thereof and applicable Law. (e) Subject to applicable Law, (i) the directors of the Company immediately prior to the Merger Effective Time shall be the initial directors of the Surviving Company and shall hold office until their respective successors are duly elected and qualified, or their earlier death, resignation, or removal, and (ii) the officers of the Company immediately prior to the Merger Effective Time shall be the initial officers of the Surviving Company and shall hold office until their respective successors are duly elected and qualified, or their earlier death, resignation, or removal. (f) All of the equity interests of each of New Mountain Blocker, IRDO, Venrock Blocker and 5AM-BT outstanding as of immediately prior to the Merger Effective Time shall, as of the Merger Effective Time, by virtue of the Merger and without any action on the part of any Party hereto or the holder thereof or any other Person, be canceled and extinguished and converted into the right to receive the consideration specified in Section 2.1(g). All of such outstanding equity interests of New Mountain Blocker, IRDO, Venrock Blocker and 5AM-BT when so converted, shall no longer be outstanding and shall automatically be canceled and the former holders thereof shall cease to have any rights with respect thereto, except the right to receive the consideration specified in Section 2.1(g).

The Mergers. (a) Upon the terms and subject to the conditions set forth in this Agreement Agreement, and in accordance with following the DGCLDomestication, at Acquiror, Merger Sub and the Effective Time, Parent Company (Merger Sub and the Company sometimes being referred to herein as the "First-Step Constituent Corporations") shall cause Merger Sub to be merged with and into the Company. Following , with the Company being the surviving corporation in the First Company Merger, the separate corporate existence of Parent Sub . The First Merger shall cease, be consummated in accordance with this Agreement and the Company shall continue as the Surviving Corporation and a direct, wholly owned Subsidiary of Parent. Upon the terms and subject to the provisions of this Agreement, as soon as practicable on the Closing Date, the applicable parties hereto shall file be evidenced by a certificate of merger with respect to the First Merger (as so filed, the “"First Certificate of Merger”) with the Secretary of State of the State of Delaware (the “Delaware Secretary of State”Merger Certificate"), executed by the First-Step Constituent Corporations in accordance with the relevant provisions of the DGCL, such First Merger to effect be effective as of the First Company Merger. The First Company Merger shall become effective at such time on the Closing Date as the applicable parties hereto shall agree in writing and shall specify in the First Certificate of Merger (the time the First Company Merger becomes effective being the “Effective Time”). (b) Upon consummation of the First Merger, the separate corporate existence of Merger Sub shall cease and the Company, as the surviving corporation of the First Merger (hereinafter referred to for the periods at and after the First Effective Time as the "First-Step Surviving Corporation"), shall continue its corporate existence under the DGCL, as a wholly owned subsidiary of Acquiror. (c) Upon the terms and subject to the conditions set forth in this Agreement and in accordance with the DGCL Agreement, Acquiror and the DLLCA, at the Second Company Merger Effective Time, the First-Step Surviving Corporation (Acquiror and the First-Step Surviving Corporation sometimes being referred to herein as the "Second-Step Constituent Corporations") shall cause the First-Step Surviving Corporation to be merged with and into LLC Sub. Following Acquiror, with Acquiror being the surviving corporation in the Second Company Merger. The Second Merger shall be consummated in accordance with this Agreement and evidenced by a certificate of merger with respect to the Second Merger (as so filed, the "Second Merger Certificate" and, together with the First Merger Certificate, the "Certificates of Merger") executed by the Second-Step Constituent Corporations in accordance with the relevant provisions of the DGCL. (d) Upon consummation of the Second Merger, the separate corporate existence of the First-Step Surviving Corporation shall cease, cease and LLC Sub shall be the Surviving Company and a direct, wholly owned Subsidiary of Parent. Upon the terms and subject to the provisions of this AgreementAcquiror, as soon as practicable on the Closing Date, the applicable parties hereto shall file a certificate of merger (the “Second Certificate of Merger”) with the Delaware Secretary of State, executed in accordance with the relevant provisions surviving corporation of the DGCL Second Merger (hereinafter referred to for the periods at and DLLCA, to effect after the Second Company Merger. The Second Company Merger shall become effective one minute after the Effective Time (as the time the Second Company Merger becomes effective being the “Second Company Merger Effective Time”"Surviving Corporation"), which shall continue its corporate existence under the applicable parties hereto shall specify in the Second Certificate of MergerDGCL.

The Mergers. (a) Upon On the terms and subject to the conditions set forth in this Agreement and in accordance with of the DGCLMerger Agreement, at the Effective Time, Parent (i) Merger Sub shall be merged will merge with and into the Company. Following Pangiam, with Merger Sub ceasing to exist and Pangiam surviving as a wholly-owned subsidiary of BBAI (the First Company Merger, the separate corporate existence of Parent Sub shall cease, and the Company shall continue Merger will be effective at such time as the Surviving Corporation and a direct, wholly owned Subsidiary of Parent. Upon the terms and subject to the provisions of this Agreement, as soon as practicable on the Closing Date, the applicable parties hereto shall file a certificate of merger (the “First first Certificate of Merger”) Merger is duly filed with and accepted for record by the Secretary of State of the State of Delaware or such later time as the parties may specify in the first Certificate of Merger) and (ii) immediately following the First Merger, the initial surviving company will merge with and into Purchaser, with the initial surviving company ceasing to exist and Purchaser continuing as a wholly-owned subsidiary of BBAI (the “Delaware Secretary of State”), executed in accordance with the relevant provisions of the DGCL, to effect the First Company Merger. The First Company Second Merger shall become will be effective at such time on the Closing Date as the applicable second Certificate of Merger is duly filed with and accepted for record by the Secretary of State of the State of Delaware or such later time as the parties hereto shall agree in writing and shall may specify in the First second Certificate of Merger (the time but in any event immediately following the First Company Merger becomes effective being Merger). At the “First Effective Time”). (b) Upon , by virtue of the terms First Merger and without any further action by any other person, each share of common stock of Merger Sub issued and outstanding immediately prior to the First Effective Time will be converted into and become one validly issued, fully paid and non-assessable unit of limited liability company interest of the initial surviving company, and each unit of limited liability company interest of Pangiam issued and outstanding immediately prior to the First Effective Time, and all rights in respect thereof will forthwith cease to exist and be converted into and represent solely the right to receive, without interest, the proceeds deliverable in connection with the Closing, pursuant to, and subject to the terms and conditions set forth in this Agreement and in accordance with of, the DGCL and the DLLCA, at Merger Agreement. At the Second Company Merger Effective Time, the Surviving Corporation shall be merged with and into LLC Sub. Following by virtue of the Second Company MergerMerger and without any further action by any other person, the separate corporate existence each unit of limited liability company interest of the Surviving Corporation shall ceaseinitial surviving company issued and outstanding immediately prior to the Second Effective Time will be converted into and become one validly issued and fully paid unit of limited liability company interest of the final surviving company, and LLC Sub shall be the Surviving Company each unit of limited liability company interest of Purchaser issued and a direct, wholly owned Subsidiary of Parent. Upon the terms and subject outstanding immediately prior to the provisions of this Agreement, as soon as practicable on the Closing Date, the applicable parties hereto shall file a certificate of merger (the “Second Certificate of Merger”) with the Delaware Secretary of State, executed in accordance with the relevant provisions of the DGCL and DLLCA, to effect the Second Company Merger. The Second Company Merger shall become effective one minute after the Effective Time (the time the Second Company Merger becomes effective being the “Second Company Merger Effective Time”), which the applicable parties hereto shall specify and all rights in the Second Certificate of Mergerrespect thereof will be cancelled and forthwith cease to exist.

The Mergers. (a) Upon the terms and subject to the conditions set forth in this Agreement and in accordance with the DGCL, at the Effective Time, Parent Sub shall be merged with and into the Company. Following the First Company MergerClosing, the separate corporate existence of Parent Sub Parties (other than the Holders’ Representative) shall cease, and cause the Company shall continue as the Surviving Corporation and a direct, wholly owned Subsidiary of Parent. Upon the terms and subject Reverse Merger to the provisions of this Agreement, as soon as practicable on the Closing Date, the applicable parties hereto shall file a certificate of merger (the “First Certificate of Merger”) be consummated by filing with the Secretary of State of the State of Delaware a certificate of merger in the form attached hereto as Exhibit C (the “Delaware Secretary Certificate of StateReverse Merger”), executed in accordance with the relevant provisions of the DGCL, and shall make all other filings or recordings required under the DGCL in order to effect consummate the First Company Reverse Merger. The First Company Reverse Merger shall become effective at such time on the Closing Date as the applicable parties hereto shall agree in writing and shall specify in the First Certificate of Merger (the time the First Company Certificate of Reverse Merger becomes effective being is filed with the Secretary of State of the State of Delaware (the “Effective Time”). (b) Upon . At the terms and subject to the conditions set forth in this Agreement and in accordance with the DGCL and the DLLCA, at the Second Company Merger Effective Time, the Surviving Corporation Merger Sub A shall be merged with and into LLC Sub. Following the Second Company MergerCompany, and the separate corporate existence of the Surviving Corporation Merger Sub A shall thereupon cease, and LLC Sub the Company shall be continue as the Surviving Company surviving corporation and a direct, wholly owned Subsidiary of Parent. Upon Promptly after the terms Closing, and subject to the provisions of this Agreement, as soon as practicable in all cases on the Closing Date, Parent shall cause the applicable parties hereto shall file Forward Merger to be consummated by filing with the Secretary of State of the State of Delaware a certificate of merger in the form attached hereto as Exhibit D (the “Second Certificate of Forward Merger” and, together with the Certificate of Reverse Merger, the “Certificates of Merger”) with the Delaware Secretary of State), executed in accordance with the relevant provisions of the DGCL and the DLLCA, as applicable, and shall make all other filings or recordings required under the DGCL and the DLLCA, as applicable in order to effect consummate the Second Company Forward Merger. The Second Company Forward Merger shall become effective one minute after the Effective Time (at the time the Second Certificate of Forward Merger is filed with the Secretary of State of the State of Delaware. At the effective time of the Forward Merger, Parent shall cause the Company to merge with and into Merger becomes effective being Sub B in accordance with the DLLCA, whereupon the separate existence of the Company shall cease, and Merger Sub B will be the Surviving Company. The surviving company after the Forward Merger is sometimes referred to hereinafter as the “Second Company Merger Effective TimeSurviving Company.”), which the applicable parties hereto shall specify in the Second Certificate of Merger.

The Mergers. (a) Upon At the terms and subject to the conditions set forth in this Agreement and in accordance with the DGCLClosing, at the Effective Time, Parent Sub shall be merged with and into the Company. Following the First Company Merger, the separate corporate existence of Parent Sub shall cease, and (i) the Company shall continue as the Surviving Corporation and a direct, wholly owned Subsidiary of Parent. Upon the terms and subject to the provisions of this Agreement, as soon as practicable on the Closing Date, the applicable parties hereto shall file a certificate of merger (the “First Certificate of Merger”) with the Delaware Secretary of State and make all other filings or recordings required by the General Corporation Law of the State of Delaware (the “Delaware Secretary of StateDGCL”), executed ) in accordance connection with the relevant provisions First Merger and (ii) immediately following the filing of the DGCL, to effect the First Company Merger. The First Company Merger shall become effective at such time on the Closing Date as the applicable parties hereto shall agree in writing and shall specify in the First Certificate of Merger (the time the First Company Merger becomes effective being the “Effective Time”). (b) Upon the terms and subject to the conditions set forth in this Agreement and in accordance with the DGCL and the DLLCA, at the Second Company Merger Effective Time, the Surviving Corporation shall be merged with and into LLC Sub. Following the Second Company Merger, the separate corporate existence of the First Surviving Corporation shall cease, and LLC Sub shall be the Surviving Company and a direct, wholly owned Subsidiary of Parent. Upon the terms and subject to the provisions of this Agreement, as soon as practicable on the Closing Date, the applicable parties hereto shall file a certificate of merger (the “Second Certificate of Merger”) with the Delaware Secretary of State, executed in accordance with the relevant provisions of State and make all other filings or recordings required by the DGCL and Limited Liability Company Act of the State of Delaware (the “DLLCA, to effect ”) in connection with the Second Company Merger. The Second Company First Merger shall become effective one minute after the Effective Time at such time (the “First Effective Time”) as the First Certificate of Merger is duly filed with the Delaware Secretary of State (or at such later time as Parent and the Company shall agree and is specified in the First Certificate of Merger) and the Second Company Merger becomes shall become effective being at such time (the “Second Company Merger Effective Time”), which ) as the applicable parties hereto Second Certificate of Merger is duly filed with the Delaware Secretary of State (or at such later time as Parent and the Company shall specify agree and is specified in the Second Certificate of Merger, but in any event following the First Effective Time and as soon as practicable following the First Effective Time). (b) (i) At the First Effective Time, Merger Sub I shall be merged with and into the Company in accordance with the DGCL (the “First Merger”), whereupon the separate existence of Merger Sub I shall cease and the Company shall be the surviving corporation (the “First Surviving Corporation”), such that immediately following the First Merger, the First Surviving Corporation shall be a wholly owned direct subsidiary of Bidco and (ii) immediately (or as soon as practicable) following the First Merger, and as part of the same plan, at the Second Effective Time, the First Surviving Corporation shall be merged with and into Merger Sub II in accordance with the DGCL and DLLCA (the “Second Merger” and, together with the First Merger, the “Mergers”), whereupon the separate existence of the First Surviving Corporation shall cease and Merger Sub II shall be the surviving company (the “Surviving Company”), such that immediately following the Second Merger, the Surviving Company shall be a wholly owned direct subsidiary of Bidco. (c) (i) From and after the First Effective Time, the First 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 I, all as provided under the DGCL and (ii) from and after the Second Effective Time, the Surviving Company shall possess all the rights, powers, privileges and franchises and be subject to all of the obligations, liabilities, restrictions and disabilities of the First Surviving Corporation and Merger Sub II, all as provided under the DGCL and DLLCA.

The Mergers. (a) Upon At the First Effective Time, upon the terms and subject to the conditions set forth in this Agreement and in accordance with the DGCLAgreement, at the Effective Time, Parent First Merger Sub shall be merged with and into the Company. Following Company (the “First Merger”), with the Company being the surviving corporation (which is sometimes hereinafter referred to for the periods at and after the First Company Merger, Effective Time as the “First Merger Surviving Corporation”) following the First Merger and the separate corporate existence of Parent First Merger Sub shall cease, . The First Merger shall be consummated in accordance with this Agreement and the Company shall continue as the Surviving Corporation DGCL and a direct, wholly owned Subsidiary of Parent. Upon the terms and subject to the provisions of this Agreement, as soon as practicable on the Closing Date, the applicable parties hereto shall file evidenced by a certificate of merger between First Merger Sub and the Company (the “First Certificate of Merger”) with the Secretary of State ), such First Merger to be consummated immediately upon filing of the State First Certificate of Delaware (the “Delaware Secretary of State”), executed in accordance with the relevant provisions of the DGCL, to effect the First Company Merger. The First Company Merger shall become effective or at such later time on as may be agreed by CBAH and the Closing Date as the applicable parties hereto shall agree Company in writing and shall specify specified in the First Certificate of Merger (the time the “First Company Merger becomes effective being the “Effective Time”). (b) Upon At the Second Effective Time, upon the terms and subject to the conditions set forth in this Agreement and in accordance with Agreement, immediately following the DGCL and the DLLCA, at the Second Company Merger First Effective Time, the First Merger Surviving Corporation shall be merged with and into LLC Sub. Following Second Merger Sub (the “Second Merger” and, together with the First Merger, the “Mergers”), with Second Merger Sub being the surviving entity (which is sometimes hereinafter referred to for the periods at and after the Second Company Merger, Effective Time as the “Second Merger Surviving Entity”) following the Second Merger and the separate corporate existence of the First Merger Surviving Corporation shall cease, and LLC Sub . The Second Merger shall be the Surviving Company and a direct, wholly owned Subsidiary of Parent. Upon the terms and subject to the provisions of consummated in accordance with this Agreement, as soon as practicable on the Closing Date, DGCL and the applicable parties hereto shall file DLLCA and evidenced by a certificate of merger between the First Merger Surviving Corporation and Second Merger Sub (the “Second Certificate of Merger”) with the Delaware Secretary of State), executed in accordance with the relevant provisions such Second Merger to be consummated immediately upon filing of the DGCL Second Certificate of Merger or at such later time as may be agreed by CBAH and DLLCA, to effect the Second Company Merger. The Second Company Merger shall become effective one minute after the Effective Time (the time the Second Company Merger becomes effective being the “Second Company Merger Effective Time”), which the applicable parties hereto shall specify in writing and specified in the Second Certificate of Merger.Merger (the

The Mergers. (ai) Upon On the terms and subject to the conditions set forth in this Agreement and in accordance with the DGCL, at on the Closing Date promptly following the Domestication Effective Time, Parent Merger Sub I and the Company shall consummate the First Merger, pursuant to which Merger Sub I shall be merged with and into the Company. Following the First Company Merger, following which the separate corporate existence of Parent Merger Sub I shall cease, cease and the Company shall continue as the Surviving Corporation Company after the First Merger and as a direct, wholly owned Subsidiary of Parent. Upon the terms and subject Dragoneer (provided that references to the provisions of this Agreement, as soon as practicable on the Closing Date, the applicable parties hereto shall file a certificate of merger (the “First Certificate of Merger”) with the Secretary of State of the State of Delaware (the “Delaware Secretary of State”), executed in accordance with the relevant provisions of the DGCL, to effect Company for periods after the First Company Merger. The First Company Merger Effective Time until the Second Effective Time shall become effective at such time on include the Closing Date as the applicable parties hereto shall agree in writing and shall specify in the First Certificate of Merger (the time the First Company Merger becomes effective being the “Effective Time”Surviving Company). (bii) Upon On the terms and subject to the conditions set forth in this Agreement and in accordance with the DGCL and the DLLCA, at the Second Company Merger Effective Time, the Surviving Corporation Company shall be merged with and into LLC Sub. Following the Second Company MergerMerger Sub II, following which the separate corporate existence of the Surviving Corporation Company shall cease, cease and LLC Merger Sub II shall be continue as the Surviving Company Entity after the Second Merger and as a direct, wholly owned Subsidiary subsidiary of Parent. Upon the terms and subject Dragoneer (provided that references to the provisions Company or the Surviving Company for periods after the Second Effective Time shall include the Surviving Entity). (iii) At the Closing (but in any event after the Domestication Effective Time), the parties hereto shall consummate the First Merger by causing a certificate of this Agreementmerger, in the form attached hereto as Exhibit G (the “First Certificate of Merger”), to be executed and filed with the Secretary of State of the State of Delaware. The First Merger shall become effective on the date and at the time at which the First Certificate of Merger is accepted for filing by the Secretary of State of the State of Delaware or at such later date and/or time as is agreed by Dragoneer and the Company and specified in the First Certificate of Merger (the time the First Merger becomes effective being referred to herein as the “First Effective Time”). As soon as practicable following the First Effective Time and in any case on the Closing Datesame day as the First Effective Time, the applicable parties hereto Surviving Company and Merger Sub II shall file consummate the Second Merger by causing a certificate of merger merger, in the form attached hereto as Exhibit H (the “Second Certificate of Merger”) ” and, together with the Delaware First Certificate of Merger, the “Certificates of Merger”), to be executed and filed with the Secretary of State, executed in accordance with the relevant provisions State of the DGCL and DLLCA, to effect the Second Company MergerState of Delaware. The Second Company Merger shall become effective one minute after on the Effective Time date and at the time at which the Second Certificate of Merger is accepted for filing by the Secretary of State of the State of Delaware or at such later date and/or time as is agreed by Dragoneer and the Company and specified in the Second Certificate of Merger (the time the Second Company Merger becomes effective being referred to herein as the “Second Company Merger Effective Time”). (iv) The Mergers shall have the effects set forth in Section 251 of the DGCL and Section 209 of the DLLCA. Without limiting the generality of the foregoing, and subject thereto, (x) at the First Effective Time, all of the assets, properties, rights, privileges, powers and franchises of the Company and Merger Sub I shall vest in the Surviving Company and all debts, liabilities, obligations, restrictions, disabilities and duties of each of the Company and Merger Sub I shall become the debts, liabilities, obligations and duties of the Surviving Company, in each case, in accordance with the DGCL, and (y) at the Second Effective Time, all of the assets, properties, rights, privileges, powers and franchises of the Surviving Company and Merger Sub II shall vest in the Surviving Entity and all debts, liabilities, obligations, restrictions, disabilities and duties of each of the Surviving Company and Merger Sub II shall become the debts, liabilities, obligations and duties of the Surviving Entity, in each case, in accordance with the DLLCA. (v) At the First Effective Time, the Governing Documents of Merger Sub I shall be the Governing Documents of the Surviving Company, except that the name of the Surviving Company shall be changed as determined by the Company in its sole discretion, in each case, until thereafter changed or amended as provided therein or by applicable Law. At the Second Effective Time, the Governing Documents of Merger Sub II shall be the Governing Documents of the Surviving Entity, except that the name of the Surviving Entity shall be changed as determined by the Company in its sole discretion, in each case, until thereafter changed or amended as provided therein or by applicable Law. (vi) At the First Effective Time, the directors and officers of the Company immediately prior to the First Effective Time shall be the initial directors and officers of the Surviving Company, each to hold office in accordance with the Governing Documents of the Surviving Company until such director’s or officer’s successor is duly elected or appointed and qualified, or until the earlier of their death, resignation or removal. At the Second Effective Time, the board of managers and officers of the Surviving Entity shall be the board of managers and officers as set forth in the amended and restated operating agreement of the Surviving Entity. (vii) At the First Effective Time, by virtue of the First Merger and without any action on the part of any Party or any other Person, each share of capital stock of Merger Sub I issued and outstanding immediately prior to the First Effective Time shall be automatically cancelled and extinguished and converted into one share of common stock, par value $0.0001, of the Surviving Company (each such share, a “Surviving Company Share”). (viii) At the First Effective Time, by virtue of the First Merger and without any action on the part of any Party or any other Person, each Company Share (other than the Company Shares cancelled and extinguished pursuant to Section 2.1(b)(viii) and other than Dissenting Shares) issued and outstanding as of immediately prior to the First Effective Time shall be automatically canceled and extinguished and converted into the right to receive a number of Dragoneer Shares set forth on the Allocation Schedule. From and after the First Effective Time, each Company Shareholder’s certificates (the “Certificates”) evidencing ownership of the Company Shares and the Company Shares held in book-entry form issued and outstanding immediately prior to the First Effective Time shall each cease to have any rights with respect to such Company Shares except as otherwise expressly provided for herein or under applicable Law. (ix) At the First Effective Time, by virtue of the First Merger and without any action on the part of any Party or any other Person, each Company Share held immediately prior to the First Effective Time by the Company as treasury stock shall be automatically canceled and extinguished, and no consideration shall be paid with respect thereto. (x) At the Second Effective Time, by virtue of the Second Merger and without any action on the part of any Party or any other Person, (a) each share of common stock of the Surviving Company issued and outstanding as of immediately prior to the Second Effective Time shall be automatically canceled and extinguished and shall cease to exist without any conversion thereof or payment therefor, and (b) the limited liability company interests of Merger Sub II outstanding as of immediately prior to the Second Effective Time shall be converted into and become the limited liability company interests of the Surviving Entity, which shall constitute one hundred percent (100%) of the applicable parties hereto shall specify in outstanding equity of the Surviving Entity. From and after the Second Certificate Effective Time, the limited liability company interests of MergerMerger Sub II shall be deemed for all purposes to represent the number of membership interests into which they were converted in accordance with the immediately preceding sentence.

The Mergers. (a) Upon Subject to the terms and subject to the conditions set forth in of this Agreement and in accordance with the DGCLAgreement, at the Effective TimeTime (as defined in Section 1.2), Parent Company and Sub shall consummate a merger (the “First Merger”) pursuant to which (i) Sub shall be merged with and into the Company. Following the First Company Merger, and the separate corporate existence of Parent Sub shall thereupon cease, and the (ii) Company shall continue be the successor or surviving entity in the First Merger (sometimes referred to herein as the Surviving Corporation and a direct, wholly owned Subsidiary of Parent. Upon the terms and subject to the provisions of this Agreement, as soon as practicable on the Closing Date, the applicable parties hereto shall file a certificate of merger (the “First Certificate of MergerSurviving Entity”) with and shall continue to be governed by the Secretary of State laws of the State of Delaware and (iii) the “Delaware Secretary separate corporate existence of State”)Company, executed with all its rights, privileges, immunities, powers and franchises, shall continue unaffected by the First Merger. The First Surviving Entity shall be a direct wholly-owned subsidiary of Parent and shall succeed to and assume all the rights and obligations of Sub and Company in accordance with the relevant provisions of the DGCL, to effect the First Company Merger. The First Company Merger shall become effective at such time on the Closing Date as the applicable parties hereto shall agree in writing and shall specify in the First Certificate of Merger Delaware General Corporation Law (the time the First Company Merger becomes effective being the “Effective TimeDGCL”). (b) Upon Subject to the terms and subject to conditions of this Agreement, promptly after, and conditioned upon the conditions set forth in this Agreement and in accordance with occurrence of, the DGCL and the DLLCA, at the Second Company Merger Effective Time, and in any event by 11:59 p.m. on the Surviving Corporation date on which the Effective Time occurs, Company and LLC shall consummate a merger (the “Second Merger” and, together with the First Merger, the “Mergers”) pursuant to which (i) Company shall be merged with and into LLC Sub. Following the Second Company Merger, and the separate corporate existence of the Surviving Corporation Company shall thereupon cease, and (ii) LLC Sub shall be the Surviving Company and a direct, wholly owned Subsidiary of Parent. Upon successor or surviving entity in the terms and subject Second Merger (sometimes referred to the provisions of this Agreement, herein as soon as practicable on the Closing Date, the applicable parties hereto shall file a certificate of merger (the “Second Certificate of MergerSurviving Entity”) and shall continue to be governed by the laws of the State of Delaware and (iii) the separate existence of LLC, with all its rights, privileges, immunities, powers and franchises, shall continue unaffected by the Delaware Secretary Second Merger. The Second Surviving Entity shall succeed to and assume all the rights and obligations of State, executed LLC and Company in accordance with the relevant provisions DGCL and Delaware Limited Liability Company Act (the “DLLCA”). (c) Pursuant to the First Merger, (i) the Certificate of Incorporation of Company, as in effect immediately prior to the Effective Time, shall be the Certificate of Incorporation of the First Surviving Entity until the earlier of (A) amendment as provided by law and such Certificate of Incorporation or (B) the Second Merger, and (ii) the By-laws of Company, as in effect immediately prior to the Effective Time, shall be the By-laws of the First Surviving Entity until the earlier of (A) amendment as provided by law, such Certificate of Incorporation and such By-laws or (B) the Second Merger. (d) Pursuant to the Second Merger, the Limited Liability Company Agreement of LLC, as in effect immediately prior to the effective time of the Second Merger, shall be the Limited Liability Company Agreement of the Second Surviving Entity until thereafter amended as provided by law and such Limited Liability Company Agreement. The Second Merger shall have the effects set forth in the DGCL and the DLLCA, to effect the Second Company Merger. The Second Company Merger shall become effective one minute after the Effective Time (the time the Second Company Merger becomes effective being the “Second Company Merger Effective Time”), which the applicable parties hereto shall specify in the Second Certificate of Merger.

The Mergers. (a) Upon the terms and subject to the conditions set forth in this Agreement and in accordance with the DGCLAgreement, at the First Effective Time, Parent Merger Sub I shall be merged with and into the Company. Following Company (the “Initial Merger”), with the Company being the surviving corporation (which is sometimes hereinafter referred to for the periods at and after the First Company Merger, Effective Time as the “Initial Surviving Company”) following the Initial Merger and the separate corporate existence of Parent Merger Sub I shall cease, . The Initial Merger shall be consummated in accordance with this Agreement and the Company shall continue as the Surviving Corporation DGCL and a direct, wholly owned Subsidiary of Parent. Upon the terms and subject to the provisions of this Agreement, as soon as practicable on the Closing Date, the applicable parties hereto shall file evidenced by a certificate of merger between Merger Sub I and the Company (the “First Initial Certificate of Merger”) with the Secretary of State ), such Initial Merger to be consummated immediately upon filing of the State Initial Certificate of Delaware (the “Delaware Secretary of State”), executed in accordance with the relevant provisions of the DGCL, to effect the First Company Merger. The First Company Merger shall become effective or at such later time on as may be agreed by Acquiror and the Closing Date as the applicable parties hereto shall agree Company in writing and shall specify specified in the First Initial Certificate of Merger (the time the “First Company Merger becomes effective being the “Effective Time”). (b) Upon the terms and subject to the conditions set forth in this Agreement and in accordance with Agreement, immediately following the DGCL and the DLLCAInitial Merger, at the Second Company Merger Effective Time, the Initial Surviving Corporation Company shall be merged with and into LLC Sub. Following Merger Sub II (the “Subsequent Merger” and together with the Initial Merger, the “Mergers”), with Merger Sub II being the surviving entity (which is sometimes hereinafter referred to for the periods at and after the Second Company Merger, Effective Time as the “Surviving Company”) following the Subsequent Merger and the separate corporate existence of the Initial Surviving Corporation Company shall cease, and LLC Sub . The Subsequent Merger shall be the Surviving Company and a direct, wholly owned Subsidiary of Parent. Upon the terms and subject to the provisions of consummated in accordance with this Agreement, as soon as practicable on the Closing Date, DGCL and the applicable parties hereto shall file DLLCA and evidenced by a certificate of merger between Merger Sub II and the Initial Surviving Company (the “Subsequent Certificate of Merger”), such Subsequent Merger to be consummated immediately upon filing of the Subsequent Certificate of Merger or at such later time as may be agreed by Acquiror and the Company in writing and specified in the Subsequent Certificate of Merger (the “Second Certificate of Merger”) with the Delaware Secretary of State, executed in accordance with the relevant provisions of the DGCL and DLLCA, to effect the Second Company Merger. The Second Company Merger shall become effective one minute after the Effective Time (the time the Second Company Merger becomes effective being the “Second Company Merger Effective Time”), which the applicable parties hereto shall specify in the Second Certificate of Merger.

The Mergers. (a) Upon the terms and subject to the conditions set forth in this Agreement Agreement, and in accordance with following the DGCLDomestication, at Acquiror, Merger Sub and the Effective Time, Parent Company (Merger Sub and the Company sometimes being referred to herein as the “First-Step Constituent Corporations”) shall cause Merger Sub to be merged with and into the Company. Following , with the Company being the surviving corporation in the First Company Merger, the separate corporate existence of Parent Sub . The First Merger shall cease, be consummated in accordance with this Agreement and the Company shall continue as the Surviving Corporation and a direct, wholly owned Subsidiary of Parent. Upon the terms and subject to the provisions of this Agreement, as soon as practicable on the Closing Date, the applicable parties hereto shall file be evidenced by a certificate of merger with respect to the First Merger (as so filed, the “First Certificate of Merger”) with the Secretary of State of the State of Delaware (the “Delaware Secretary of StateMerger Certificate”), executed by the First-Step Constituent Corporations in accordance with the relevant provisions of the DGCL, such First Merger to effect be effective as of the First Company Merger. The First Company Merger shall become effective at such time on the Closing Date as the applicable parties hereto shall agree in writing and shall specify in the First Certificate of Merger (the time the First Company Merger becomes effective being the “Effective Time”). (b) Upon consummation of the First Merger, the separate corporate existence of Merger Sub shall cease and the Company, as the surviving corporation of the First Merger (hereinafter referred to for the periods at and after the First Effective Time as the “First-Step Surviving Corporation”), shall continue its corporate existence under the DGCL, as a wholly owned subsidiary of Acquiror. (c) Upon the terms and subject to the conditions set forth in this Agreement and in accordance with the DGCL Agreement, Acquiror and the DLLCA, at the Second Company Merger Effective Time, the First-Step Surviving Corporation (Acquiror and the First-Step Surviving Corporation sometimes being referred to herein as the “Second-Step Constituent Corporations”) shall cause the First-Step Surviving Corporation to be merged with and into LLC Sub. Following Acquiror, with Acquiror being the surviving corporation in the Second Company Merger. The Second Merger shall be consummated in accordance with this Agreement and evidenced by a certificate of merger with respect to the Second Merger (as so filed, the “Second Merger Certificate” and, together with the First Merger Certificate, the “Certificates of Merger”) executed by the Second-Step Constituent Corporations in accordance with the relevant provisions of the DGCL. (d) Upon consummation of the Second Merger, the separate corporate existence of the First-Step Surviving Corporation shall cease, cease and LLC Sub shall be the Surviving Company and a direct, wholly owned Subsidiary of Parent. Upon the terms and subject to the provisions of this AgreementAcquiror, as soon the surviving corporation of the Second Merger (hereinafter referred to for the periods at and after the Second Effective Time as practicable on the Closing Date, the applicable parties hereto shall file a certificate of merger (the “Second Certificate of Merger”) with the Delaware Secretary of State, executed in accordance with the relevant provisions of the DGCL and DLLCA, to effect the Second Company Merger. The Second Company Merger shall become effective one minute after the Effective Time (the time the Second Company Merger becomes effective being the “Second Company Merger Effective TimeSurviving Corporation”), which shall continue its corporate existence under the applicable parties hereto shall specify in the Second Certificate of MergerDGCL.

The Mergers. (a) Upon At the terms and subject to the conditions set forth in this Agreement and in accordance with the DGCLClosing, at the Effective Time, Parent Sub shall be merged with and into the Company. Following the First Company Merger, the separate corporate existence of Parent Sub shall cease, and (i) the Company shall continue as the Surviving Corporation and a direct, wholly owned Subsidiary of Parent. Upon the terms and subject to the provisions of this Agreement, as soon as practicable on the Closing Date, the applicable parties hereto shall file a certificate of merger (the “First Certificate of Merger”) with the Delaware Secretary of State and make all other filings or recordings required by the General Corporation Law of the State of Delaware (the “Delaware Secretary of StateDGCL”), executed ) in accordance connection with the relevant provisions First Merger and (ii) immediately following the filing of the DGCL, to effect the First Company Merger. The First Company Merger shall become effective at such time on the Closing Date as the applicable parties hereto shall agree in writing and shall specify in the First Certificate of Merger (the time the First Company Merger becomes effective being the “Effective Time”). (b) Upon the terms and subject to the conditions set forth in this Agreement and in accordance with the DGCL and the DLLCA, at the Second Company Merger Effective Time, the Surviving Corporation shall be merged with and into LLC Sub. Following the Second Company Merger, the separate corporate existence of the Surviving Corporation shall cease, and LLC Merger Sub shall be the Surviving Company and a direct, wholly owned Subsidiary of Parent. Upon the terms and subject to the provisions of this Agreement, as soon as practicable on the Closing Date, the applicable parties hereto II shall file a certificate of merger (the “Second Certificate of Merger”) with the Delaware Secretary of State, executed in accordance with the relevant provisions of State and make all other filings or recordings required by the DGCL and Limited Liability Company Act of the State of Delaware (the “DLLCA, to effect ”) in connection with the Second Company Merger. The Second Company First Merger shall become effective one minute after the Effective Time at such time (the “First Effective Time”) as the First Certificate of Merger is duly filed with the Delaware Secretary of State (or at such later time as Parent and the Company shall agree and is specified in the First Certificate of Merger) and the Second Company Merger becomes shall become effective being at such time (the “Second Company Merger Effective Time”), which ) as the applicable parties hereto Second Certificate of Merger is duly filed with the Delaware Secretary of State (or at such later time as Parent and the Company shall specify agree and is specified in the Second Certificate of Merger, but in any event immediately following the First Effective Time). (i) At the First Effective Time, Merger Sub I shall be merged with and into the Company in accordance with the DGCL (the “First Merger”), whereupon the separate existence of Merger Sub I shall cease and the Company shall be the surviving corporation (the “First Surviving Corporation”), such that immediately following the First Merger, the First Surviving Corporation shall be a wholly owned direct subsidiary of Bidco and (ii) immediately following the First Merger, and as part of the same plan, at the Second Effective Time, the First Surviving Corporation shall be merged with and into Merger Sub II in accordance with the DGCL and DLLCA (the “Second Merger” and, together with the First Merger, the “Mergers”), whereupon the separate existence of the First Surviving Corporation shall cease and Merger Sub II shall be the surviving company (the “Surviving Company”), such that immediately following the Second Merger, the Surviving Company shall be a wholly owned direct subsidiary of Bidco. (c) (i) From and after the First Effective Time, the First 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 I, all as provided under the DGCL and (ii) from and after the Second Effective Time, the Surviving Company shall possess all the rights, powers, privileges and franchises and be subject to all of the obligations, liabilities, restrictions and disabilities of the First Surviving Corporation and Merger Sub II, all as provided under the DGCL and DLLCA.

The Mergers. (ai) Upon On the terms and subject to the conditions set forth in this Agreement and in accordance with the DGCL, at on the Effective TimeClosing Date and prior to any other transaction contemplated to occur on the Closing Date pursuant to this Agreement, Parent Sub New SLAM shall be merged merge with and into Merger Sub 1 at the CompanyFirst Effective Time. Following the First Company MergerEffective Time, the separate corporate existence of Parent New SLAM shall cease and Merger Sub shall cease, and the Company 1 shall continue as the Surviving Corporation and a direct, wholly owned Subsidiary surviving company of Parent. Upon the terms and subject to the provisions of this Agreement, as soon as practicable on the Closing Date, the applicable parties hereto shall file a certificate of merger First Merger (the “First Certificate of Merger”) with the Secretary of State of the State of Delaware (the “Delaware Secretary of State”), executed in accordance with the relevant provisions of the DGCL, to effect the First Company Merger. The First Company Merger shall become effective at such time on the Closing Date as the applicable parties hereto shall agree in writing and shall specify in the First Certificate of Merger (the time the First Company Merger becomes effective being the “Effective TimeSurviving Company”). (bii) Upon Promptly following the First Effective Time, Merger Sub 2 shall consummate the Merger Sub 2 Conversion. (iii) On the terms and subject to the conditions set forth in this Agreement and in accordance with the DGCL and the DLLCADGCL, at the Second Company Merger Effective Time, the Surviving Corporation shall be merged with and into LLC Sub. Following the Second Company Merger, the separate corporate existence of the Surviving Corporation shall cease, and LLC Sub shall be the Surviving Company and a direct, wholly owned Subsidiary of Parent. Upon the terms and subject to the provisions of this Agreement, as soon as practicable on the Closing Date, after the applicable parties hereto First Effective Time and promptly following the consummation of the Merger Sub 2 Conversion, Merger Sub 2 shall file a certificate merge with and into the Company at the Second Effective Time. Following the Second Effective Time, the separate existence of merger Merger Sub 2 shall cease and the Company shall continue as the surviving company of the Second Merger (the “Second Certificate Surviving Company”). (iv) At the Closing, the Parties shall cause certificates of merger, in a form reasonably satisfactory to the Company and SLAM (the “Certificates of Merger”) ), to be executed and filed with the Delaware Secretary of StateState of the State of Delaware. The Mergers shall become effective on the date and time at which the Certificates of Merger are accepted for filing by the Secretary of State of the State of Delaware or at such later date or time as is agreed by SLAM and the Company and specified in the Certificates of Merger (the time the First Merger becomes effective being referred to herein as the “First Effective Time,” and the time the Second Merger becomes effective being referred to herein as the “Second Effective Time”). (v) The Mergers shall have the effects set forth in Section 251 of the DGCL. Without limiting the generality of the foregoing, executed and subject thereto, (A) at the First Effective Time, all of the assets, properties, rights, privileges, powers and franchises of SLAM and Merger Sub 1 shall vest in the First Surviving Company and all debts, liabilities, obligations, restrictions, disabilities and duties of each of SLAM and Merger Sub 1 shall become the debts, liabilities, obligations and duties of the First Surviving Company and (B) at the Second Effective Time, all of the assets, properties, rights, privileges, powers and franchises of the Company and Merger Sub 2 shall vest in the Second Surviving Company and all debts, liabilities, obligations, restrictions, disabilities and duties of each of the Company and Merger Sub 2 shall become the debts, liabilities, obligations and duties of the Second Surviving Company, in each case, in accordance with the relevant provisions DGCL. (vi) (A) At the First Effective Time, the Governing Documents of Merger Sub 1 shall be the Governing Documents of the DGCL First Surviving Company and DLLCA, to effect (B) at the Second Effective Time, the Governing Documents of Merger Sub 2 shall be the Governing Documents of the Second Surviving Company, in each case, until thereafter changed or amended as provided therein or by applicable Law. (A) At the First Effective Time, the directors and officers of the Company Merger. The Second Company Merger shall become effective one minute after immediately prior to the First Effective Time shall be the initial directors and officers of the First Surviving Company and (the time B) at the Second Company Merger becomes effective being the “Second Company Merger Effective Time”), which the applicable parties hereto shall specify in directors and officers of the Company immediately prior to the Second Effective Time shall be the initial directors and officers of the Second Surviving Company, each to hold office in accordance with the Governing Documents of the First Surviving Company or the Second Surviving Company, as applicable, until such director’s or officer’s successor is duly elected or appointed and qualified, or until the earlier of their death, resignation or removal. (viii) At the First Effective Time, by virtue of the First Merger and without any action on the part of any Party or any other Person, each New SLAM Share issued and outstanding immediately prior to the First Effective Time shall be automatically cancelled and extinguished and converted into one Topco Share and, subject to the consummation of the Warrant Conversion, each New SLAM Warrant that is outstanding immediately prior to the First Effective Time shall be automatically cancelled and extinguished and converted into one Topco Warrant. (ix) At the Second Effective Time, by virtue of the Second Merger and without any action on the part of any Party or any other Person, (A) each Company Share (but excluding the Founder Shares and the Dissenting Shares, if any) issued and outstanding as of immediately prior to the Second Effective Time shall be automatically canceled and extinguished and converted into the right to receive a number of Topco Shares representing the portion of the Adjusted Transaction Share Consideration, in each case, based on the terms and conditions of the Topco Certificate of MergerIncorporation and the Pre-Closing Aggregate Share Amount as of immediately prior to the Second Effective Time, and set forth on the Allocation Schedule and (B) each Founder Share issued and outstanding as of immediately prior to the Second Effective Time shall be automatically canceled and extinguished and converted into the right to receive a number of Super Voting Shares representing the portion of the Adjusted Transaction Share Consideration, in each case, based on the terms and conditions of the Topco Certificate of Incorporation and the Pre-Closing Aggregate Share Amount as of immediately prior to the Second Effective Time, and set forth on the Allocation Schedule. (x) At the Second Effective Time, by virtue of the Second Merger and without any action on the part of any Party or any other Person, each Company Share held immediately prior to the Second Effective Time by the Company as treasury stock (each, an “Excluded Share”) shall be automatically canceled and extinguished, and no consideration shall be paid with respect thereto.

The Mergers. (a) Upon The Merger ---------- (i) Immediately following completion of the Merger Distribution (which shall occur subsequent to the Effective Time of the Merging Subsidiary Mergers (as defined below)) and on the terms and subject to the conditions set forth in this Agreement and in accordance with the DGCLAgreement, at the Effective TimeTime (as defined below), Parent Sub the Company shall be merged with and into Purchaser, with Purchaser being the Companysurviving entity in the Merger (in such capacity as well as in the capacity as the surviving entity of each of the Merging Subsidiary Mergers, the "Surviving Entity") and with the shares of capital stock of ---------------- the Company (including treasury stock, if any) being canceled, retired and ceasing to exist and the issued and outstanding membership interests in Purchaser being unaffected by such Merger. (ii) At the Effective Time, the Merger shall have the effects set forth in this Agreement and the applicable provisions of Maryland Law and Delaware Law. Following the First Company MergerAccordingly, the separate corporate existence of Parent Sub the Company shall ceasecease as of the Effective Time, and the Company Surviving Entity shall continue have all the properties, rights, privileges, purposes and powers and debts, duties and liabilities of the Company. (iii) On the Closing Date, the parties shall execute and file the Articles of Merger and the Certificate of Merger, in accordance with, and shall make all other filings or recordings and take all such other action required with respect to the Merger under, Maryland Law and Delaware Law. The Merger shall become effective when the later of the Articles of Merger or the Certificate of Merger have been accepted for filing by the Maryland State Department of Assessments and Taxation or the Office of the Delaware Secretary of State, as the Surviving Corporation and a directcase may be (the "Effective Time"), wholly owned Subsidiary of Parent. Upon it being understood that the terms and subject parties shall -------------- cause the Effective Time to the provisions of this Agreement, occur as soon as practicable on the Closing Date, the applicable parties hereto shall file a certificate of merger . (the “First iv) The Certificate of Merger”) with Formation and the Secretary Limited Liability Company Agreement of State Purchaser as in effect as of the State of Delaware (Effective Time shall continue in full force and effect following the “Delaware Secretary of State”), executed Merger until amended in accordance with their respective terms. The Manager and officers of Purchaser immediately prior to the relevant Effective Time shall, from and after the Effective Time, be the Manager and officers of the Surviving Entity, until their respective successors are duly elected or appointed and qualified. (b) The Merging Subsidiary Mergers ------------------------------ (i) On the terms and subject to the conditions set forth in this Agreement, at the Effective Time of the Merging Subsidiary Mergers (as defined below), each Merging Subsidiary shall be separately merged with and into Purchaser, with Purchaser being the Surviving Entity in each such Merging Subsidiary Merger and with the shares of capital stock of each Merging Subsidiary (including treasury stock, if any) being canceled, retired and ceasing to exist and the issued and outstanding membership interests in Purchaser being unaffected by each such Merging Subsidiary Merger. (ii) At the Effective Time of the Merging Subsidiary Mergers, the PTR 1 Merger, the PTR 2 Merger, the Atlantic 1 Merger and the Atlantic 2 Merger shall have the effects set forth in this Agreement and the applicable provisions of Maryland Law and Delaware Law. At the DGCLEffective Time of the Merging Subsidiary Mergers, the KC Homestead Merger shall have the effects set forth in this Agreement and the applicable provisions of Missouri Law and Delaware Law. At the Effective Time of the Merging Subsidiary Mergers, the Homestead Alabama Merger shall have the effects set forth in this Agreement and the applicable provisions of Alabama Law and Delaware Law. Accordingly, the separate corporate existence of each of the Merging Subsidiaries shall cease as of the Effective Time of the Merging Subsidiary Mergers, and the Surviving Entity shall have all the properties, rights, privileges, purposes and powers and debts, duties and liabilities of each Merging Subsidiary. (iii) On the Closing Date, the parties shall execute and file the respective Merging Subsidiary Articles of Merger and the Merging Subsidiary Certificates of Merger, as applicable, in accordance with, and shall make all other filings or recordings and take all such other action required with respect to effect the First Company Mergerrespective Merging Subsidiary Mergers under, Maryland Law, Delaware Law, Missouri Law and Alabama Law, as applicable. The First Company Merger Each of the Merging Subsidiary Mergers shall become effective at such time on the Closing Date as may be agreed to by Purchaser and the applicable parties hereto shall agree in writing and shall specify Company as will be specified in the First Certificate respective Merging Subsidiary Articles of Merger and Merging Subsidiary Certificates of Merger, as the case may be (the time the First Company Merger becomes effective being the “"Effective Time”). (b) Upon the terms and subject to the conditions set forth in this Agreement and in accordance with the DGCL and the DLLCA, at the Second Company Merger Effective Time, the Surviving Corporation shall be merged with and into LLC Sub. Following the Second Company Merger, the separate corporate existence Time of the Surviving Corporation shall ceaseMerging Subsidiary ---------------------------------------- Mergers"), and LLC Sub it being understood that the Effective Time of the ------- Merging Subsidiary Mergers shall be the Surviving Company same for each Merging Subsidiary Merger and a direct, wholly owned that the Effective Time of the Merging Subsidiary of Parent. Upon the terms and subject to the provisions of this Agreement, as Mergers shall be soon as practicable on the Closing Date, the applicable parties hereto shall file a certificate of merger . (the “Second iv) The Certificate of Merger”) with Formation and the Delaware Secretary Limited Liability Company Agreement of State, executed Purchaser as in effect as of the Effective Time of the Merging Subsidiary Mergers shall continue in full force and effect following each of the Merging Subsidiary Mergers until amended in accordance with their respective terms. The Manager and officers of Purchaser immediately prior to the relevant provisions Effective Time of the DGCL Merging Subsidiary Mergers shall, from and DLLCA, to effect the Second Company Merger. The Second Company Merger shall become effective one minute after the Effective Time (of the time Merging Subsidiary Mergers, be the Second Company Merger becomes effective being Manager and officers of the “Second Company Merger Effective Time”)Surviving Entity, which the applicable parties hereto shall specify in the Second Certificate of Mergeruntil their respective successors are duly elected or appointed and qualified.

The Mergers. (a) Upon At the terms and subject to the conditions set forth in this Agreement and in accordance with the DGCLClosing, at the Effective Time, Parent Sub shall be merged with and into the Company. Following the First Company Merger, the separate corporate existence of Parent Sub shall cease, and (i) the Company shall continue as the Surviving Corporation and a direct, wholly owned Subsidiary of Parent. Upon the terms and subject to the provisions of this Agreement, as soon as practicable on the Closing Date, the applicable parties hereto shall file a certificate of merger (the “First Certificate of Merger”) with the Delaware Secretary of State and make all other filings or recordings required by the General Corporation Law of the State of Delaware (the “Delaware Secretary of StateDGCL”), executed ) in accordance connection with the relevant provisions First Merger and (ii) immediately following the filing of the DGCL, to effect the First Company Merger. The First Company Merger shall become effective at such time on the Closing Date as the applicable parties hereto shall agree in writing and shall specify in the First Certificate of Merger (the time the First Company Merger becomes effective being the “Effective Time”). (b) Upon the terms and subject to the conditions set forth in this Agreement and in accordance with the DGCL and the DLLCA, at the Second Company Merger Effective Time, the Surviving Corporation shall be merged with and into LLC Sub. Following the Second Company Merger, the separate corporate existence of the First Surviving Corporation shall cease, and LLC Sub shall be the Surviving Company and a direct, wholly owned Subsidiary of Parent. Upon the terms and subject to the provisions of this Agreement, as soon as practicable on the Closing Date, the applicable parties hereto shall file a certificate of merger (the “Second Certificate of Merger”) with the Delaware Secretary of State, executed in accordance with the relevant provisions of State and make all other filings or recordings required by the DGCL and Limited Liability Company Act of the State of Delaware (the “DLLCA, to effect ”) in connection with the Second Company Merger. The Second Company First Merger shall become effective one minute after the Effective Time at such time (the “First Effective Time”) as the First Certificate of Merger is duly filed with the Delaware Secretary of State (or at such later time as Parent and the Company shall agree and is specified in the First Certificate of Merger) and the Second Company Merger becomes shall become effective being at such time (the “Second Company Merger Effective Time”), which ) as the applicable parties hereto Second Certificate of Merger is duly filed with the Delaware Secretary of State (or at such later time as Parent and the Company shall specify agree and is specified in the Second Certificate of Merger, but in any event following the First Effective Time and as soon as practicable following the First Effective Time). (i) At the First Effective Time, Merger Sub I shall be merged with and into the Company in accordance with the DGCL (the “First Merger”), whereupon the separate existence of Merger Sub I shall cease and the Company shall be the surviving corporation (the “First Surviving Corporation”), such that immediately following the First Merger, the First Surviving Corporation shall be a wholly owned direct subsidiary of Bidco and (ii) immediately (or as soon as practicable) following the First Merger, and as part of the same plan, at the Second Effective Time, the First Surviving Corporation shall be merged with and into Merger Sub II in accordance with the DGCL and DLLCA (the “Second Merger” and, together with the First Merger, the “Mergers”), whereupon the separate existence of the First Surviving Corporation shall cease and Merger Sub II shall be the surviving company (the “Surviving Company”), such that immediately following the Second Merger, the Surviving Company shall be a wholly owned direct subsidiary of Bidco. (c) (i) From and after the First Effective Time, the First 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 I, all as provided under the DGCL and (ii) from and after the Second Effective Time, the Surviving Company shall possess all the rights, powers, privileges and franchises and be subject to all of the obligations, liabilities, restrictions and disabilities of the First Surviving Corporation and Merger Sub II, all as provided under the DGCL and DLLCA.

The Mergers. (a) Upon the terms and subject to the conditions set forth in this Agreement Agreement, and in accordance with the relevant provisions of the DGCL, and, to the extent applicable, the CGCL, at the First Effective TimeTime (as defined below), Parent and the Company shall cause Merger Sub shall I to be merged with and into the Company. Following Company in accordance with the First Company Mergerapplicable provisions of the DGCL and the CGCL, whereupon the separate corporate existence of Parent Merger Sub I shall cease, cease and the Company shall continue as the surviving corporation of the First Merger and shall become a wholly owned subsidiary of Merger Sub II. The Company, as the surviving corporation after the First Merger, is sometimes referred to herein as the “First-Step Surviving Corporation.” At the Second Effective Time (as defined below), Parent shall cause the First-Step Surviving Corporation to merge with and a direct, wholly owned Subsidiary of Parent. Upon into Merger Sub II in accordance with the terms and subject to the applicable provisions of this Agreementthe DGCL and the CGCL, whereupon the separate corporate existence of the First-Step Surviving Corporation shall cease, and Merger Sub II shall be the surviving entity. The surviving entity after the Second Merger is sometimes referred to herein as soon as practicable on the Closing Date, “Surviving Company.” Parent and the Company shall cause the First Merger to be consummated and become effective under the applicable parties hereto shall file provisions of the DGCL by filing a certificate of merger (the “First Certificate of Merger”) Merger with the Secretary of State of the State of Delaware (the “Delaware Secretary First Certificate of StateMerger”), executed ) in accordance with the relevant applicable provisions of the DGCL, to effect . The time of the acceptance by the Secretary of State of the State of Delaware of the First Company Certificate of Merger. The First Company Merger shall become effective at , or such other later time on the Closing Date as the applicable parties hereto shall agree may be agreed in writing by Parent and shall specify the Company and specified in the First Certificate of Merger (the time with respect to the First Company Merger becomes effective being shall be referred to herein as the “First Effective Time”). (b) Upon . Immediately following the terms and subject to the conditions set forth in this Agreement and in accordance with the DGCL and the DLLCA, at the Second Company Merger First Effective Time, the Surviving Corporation Parent shall be merged with and into LLC Sub. Following cause the Second Company Merger, Merger to be consummated by filing a Certificate of Merger with the separate corporate existence Secretary of State of the Surviving Corporation shall cease, and LLC Sub shall be the Surviving Company and a direct, wholly owned Subsidiary State of Parent. Upon the terms and subject to the provisions of this Agreement, as soon as practicable on the Closing Date, the applicable parties hereto shall file a certificate of merger Delaware (the “Second Certificate of Merger”) ,” and, together with the Delaware Secretary First Certificate of StateMerger, executed in accordance with the relevant provisions of the DGCL and DLLCA, to effect the Second Company Merger. The Second Company Merger shall become effective one minute after the Effective Time (the time the Second Company Merger becomes effective being the “Second Company Merger Effective TimeCertificates of Merger”), which and the applicable parties hereto shall specify time of acceptance by the Secretary of State of the State of Delaware of the Second Certificate of Merger, or such other later time as may be agreed in writing by Parent, Merger Sub II and the Company and specified in the Second Certificate of MergerMerger shall be referred to herein as the “Second Effective Time”.

The Mergers. (a) Upon At the terms and subject to the conditions set forth in this Agreement Merger Effective Time (as defined below), and in accordance with the DGCLapplicable provisions of this Agreement and Delaware Law, at the Effective Timeeach of New Mountain Blocker, Parent Sub IRDO, Venrock Blocker and 5AM-BT shall be merged with and into the Company. Following the First Company MergerMergers, the separate corporate existence or limited partnership existence, as applicable, of Parent Sub each of New Mountain Blocker, IRDO, Venrock Blocker and 5AM-BT shall cease, cease and the Company shall continue as the surviving company (the “Surviving Corporation Company”). (b) At the time determined by the Company, promptly following the Conversion and a direct, wholly owned Subsidiary of Parent. Upon the terms and subject prior to the provisions effectiveness of this Agreementthe Company’s registration statement on Form S-1 (File No. 333-201474) (the “Registration Statement”) filed with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as soon as practicable on the Closing Dateamended, the applicable parties hereto Company shall file cause a certificate of merger in form and substance as set forth on Exhibit A attached hereto (the “First Certificate of Merger”) to be executed, acknowledged and filed with the Secretary of State of the State of Delaware (the “Delaware Secretary of State”)Delaware, executed all as provided for and in accordance with the relevant provisions Section 251 and Section 264 of the DGCL, to effect DGCL and Section 17-211 of the First Company MergerDRULPA. The First Company Merger Mergers shall become effective at such the time on the Closing Date and date as the applicable parties hereto shall agree in writing provided under Delaware Law and shall specify as specified in the First Certificate of Merger (the time the First Company Merger becomes effective being the “Effective Time”). (b) Upon the terms and subject to the conditions set forth in this Agreement and in accordance with the DGCL and the DLLCA, at the Second Company Merger Effective Time, the Surviving Corporation shall be merged with and into LLC Sub. Following the Second Company Merger, the separate corporate existence of the Surviving Corporation shall cease, and LLC Sub shall be the Surviving Company and a direct, wholly owned Subsidiary of Parent. Upon the terms and subject to the provisions of this Agreement, as soon as practicable on the Closing Date, the applicable parties hereto shall file a certificate of merger (the “Second Certificate of Merger”) with the Delaware Secretary of State, executed in accordance with the relevant provisions of the DGCL and DLLCA, to effect the Second Company Merger. The Second Company Merger shall become effective one minute after the Effective Time (the time the Second Company Merger becomes effective being the “Second Company Merger Effective Time”). References to the Company after the Merger Effective Time shall mean the Surviving Company. (c) Each Merger shall have the effects set forth under Delaware Law. Without limiting the generality of the foregoing, which and subject thereto, at the applicable parties hereto Merger Effective Time, all the properties, rights, privileges, and powers of each of New Mountain Blocker, IRDO, Venrock Blocker and 5AM-BT shall specify vest in the Second Certificate Surviving Company, and all debts, liabilities, and duties of Mergereach of New Mountain Blocker, IRDO, Venrock Blocker and 5AM-BT shall become the debts, liabilities and duties of the Surviving Company. Notwithstanding the foregoing, it is hereby acknowledged and agreed that, upon consummation of the Mergers, the respective rights and obligations of IRDO, Venrock Blocker and 5AM-BT under the Voting Agreement shall be transferred to ARCH Ventures, Venrock and 5AM, respectively, in accordance with the terms thereof. (d) The certificate of incorporation and bylaws of the Company, as in effect immediately prior to the Merger Effective Time, shall be the certificate of incorporation and bylaws of the Surviving Company until thereafter amended in accordance with the provisions thereof and applicable Law. (e) Subject to applicable Law, (i) the directors of the Company immediately prior to the Merger Effective Time shall be the initial directors of the Surviving Company and shall hold office until their respective successors are duly elected and qualified, or their earlier death, resignation, or removal, and (ii) the officers of the Company immediately prior to the Merger Effective Time shall be the initial officers of the Surviving Company and shall hold office until their respective successors are duly elected and qualified, or their earlier death, resignation, or removal. (f) All of the equity interests of each of New Mountain Blocker, IRDO, Venrock Blocker and 5AM-BT outstanding as of immediately prior to the Merger Effective Time shall, as of the Merger Effective Time, by virtue of the Merger and without any action on the part of any Party hereto or the holder thereof or any other Person, be canceled and extinguished and converted into the right to receive the consideration specified in Section 2.1(g). All of such outstanding equity interests of New Mountain Blocker, IRDO, Venrock Blocker and 5AM-BT when so converted, shall no longer be outstanding and shall automatically be canceled and the former holders thereof shall cease to have any rights with respect thereto, except the right to receive the consideration specified in Section 2.1(g).

The Mergers. (a) Upon Subject to the terms and subject to conditions of this Agreement, as promptly as practicable following the conditions set forth in this Agreement receipt of the Last Regulatory Approval and in accordance with the DGCLexpiration of all applicable waiting periods, at the Effective Time, Parent Sub HBMC shall be merged with and into GLOBAL with GLOBAL as the CompanyInterim Surviving Corporation pursuant to the agreement of merger attached to the Agreement as Exhibit 2.1 (A) (the "Interim Merger Agreement") and in accordance with the applicable provisions of the California Corporations Code (the "Interim Merger"). Following Immediately following the First Company Interim Merger, GLOBAL will adopt a plan of liquidation whereby CAPITOL will be merged with and into GLOBAL and, immediately following the separate corporate existence consummation of Parent Sub that liquidation, BANK will adopt a plan of liquidation whereby GLOBAL shall ceasebe merged with and into BANK, with BANK being the Surviving Corporation, all pursuant to the agreements of merger attached to this Agreement as Exhibit 2.1 (B) (the "BANK Merger Agreements") and in accordance with the applicable provisions of the California Financial Code and the Company shall continue as California Corporations Code (the Surviving Corporation and a direct, wholly owned Subsidiary of Parent"BANK Mergers"). Upon the terms and subject to the provisions of When used in this Agreement, as soon as practicable on the term "Mergers" shall mean the Interim Merger and BANK Mergers, and "Merger Agreements shall mean the Interim Merger Agreement and BANK Merger Agreements. The closing of the Mergers (the "Closing") shall take place at a location and time and Business Day to be designated by BANCORP and reasonably concurred to by GLOBAL (the "Closing Date") which shall not, however, be later than ten (10) Business Days after receipt of the Last Regulatory Approval, expiration of all applicable parties hereto waiting periods and the completion of BANCORP Public Offering. The Mergers shall file a certificate be effective when the last of merger the Merger Agreements (together with any other documents required by law to effectuate the “First Certificate of Merger”Mergers) shall have been filed with the Secretary of State of the State of Delaware (the “Delaware Secretary of State”), executed in accordance with the relevant provisions of the DGCL, to effect the First Company Merger. The First Company Merger shall become effective at such time on the Closing Date as the applicable parties hereto shall agree in writing and shall specify in the First Certificate of Merger (the time the First Company Merger becomes effective being the “Effective Time”). (b) Upon the terms and subject to the conditions set forth in this Agreement and in accordance with the DGCL California and the DLLCA, at the Second Company Merger Effective Time, the Surviving Corporation shall be merged with and into LLC SubCommissioner. Following the Second Company Merger, the separate corporate existence of the Surviving Corporation shall cease, and LLC Sub shall be the Surviving Company and a direct, wholly owned Subsidiary of Parent. Upon the terms and subject to the provisions of When used in this Agreement, as soon as practicable on the Closing Date, term "Effective Time" shall mean the applicable parties hereto shall file a certificate time of merger (filing of the “Second Certificate last of Merger”) the Merger Agreements with the Delaware Secretary of State, executed in accordance with the relevant provisions of the DGCL "Interim Surviving Corporation" shall mean GLOBAL, and DLLCA, to effect the Second Company Merger. The Second Company Merger "Surviving Corporation" shall become effective one minute after the Effective Time (the time the Second Company Merger becomes effective being the “Second Company Merger Effective Time”), which the applicable parties hereto shall specify in the Second Certificate of Mergermean BANK.

The Mergers. (a) Upon the terms and subject to the conditions set forth in As soon as practicable after execution of this Agreement by all parties hereto, the consummation of the transactions contemplated by this Agreement (the “Closing”, such date, the “Closing Date”) will be held at the offices of Xxxxx Xxxx & Xxxxxxxx, 0000 Xx Xxxxxx Xxxx, Xxxxx Xxxx, Xxxxxxxxxx 00000, or at such other place as the parties may agree. On the Closing Date, the Company and in accordance Merger Subsidiary I will file a statement of merger with the DGCLColorado Secretary of State, a certificate of merger with the Delaware Secretary of State and make all other filings or recordings required by Colorado Law and Delaware Law in connection with the First Merger. The First Merger shall become effective at such time (the “Effective Time”) as the statement of merger and certificate of merger are duly filed with the Secretaries of State of the States of Colorado and Delaware, respectively, or at such later time as may be specified in the statement of merger and certificate of merger. (b) At the Effective Time, Parent Sub Merger Subsidiary I shall be merged with and into the Company. Following the First Company Mergerin accordance with Colorado Law and Delaware Law, whereupon the separate corporate existence of Parent Sub Merger Subsidiary I shall cease, and the Company shall continue be the surviving corporation (the “Initial Surviving Corporation”). (c) From and after the Effective Time, the Initial 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 I, all as provided under Colorado Law and Delaware Law. (d) Immediately following the Effective Time, the Initial Surviving Corporation and a direct, wholly owned Merger Subsidiary of Parent. Upon the terms and subject to the provisions of this Agreement, as soon as practicable on the Closing Date, the applicable parties hereto II shall file a statement of merger with the Colorado Secretary of State, a certificate of merger (the “First Certificate of Merger”) with the Delaware Secretary of State of and make all other filings or recordings required by Colorado Law and the State of Delaware (the “Delaware Secretary of State”), executed LLC Act in accordance connection with the relevant provisions of the DGCL, to effect the First Company Second Merger. The First Company Second Merger shall become effective at such time on the Closing Date as the applicable parties hereto shall agree in writing and shall specify in the First Certificate of Merger (the time the First Company Merger becomes effective being the “Second Effective Time”)) as the statement of merger and certificate of merger are duly filed with the Secretaries of State of the States of Colorado and Delaware, respectively, or at such later time as may be specified in the statement of merger and certificate of merger. (be) Upon the terms and subject to the conditions set forth in this Agreement and in accordance with the DGCL and the DLLCA, at At the Second Company Merger Effective Time, the Initial Surviving Corporation shall be merged with and into Merger Subsidiary II in accordance with Colorado Law and the LLC Sub. Following the Second Company MergerAct, whereupon the separate corporate existence of the Initial Surviving Corporation shall cease, and LLC Sub Merger Subsidiary II shall be the surviving entity (the “Surviving Company Entity”). (f) From and after the Second 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 Initial Surviving Corporation and Merger Subsidiary II, all as provided under Colorado Law and the LLC Act. (g) Following the Closing, Parent shall take the necessary action to wind up Salvador Systems, LLC, a Delaware limited liability company, and a direct, wholly wholly-owned Subsidiary of Parent. Upon the terms and subject to the provisions of this Agreement, as soon as practicable on the Closing Date, the applicable parties hereto shall file a certificate of merger (the “Second Certificate of Merger”) with the Delaware Secretary of State, executed in accordance with the relevant provisions of the DGCL and DLLCA, to effect the Second Company Merger. The Second Company Merger shall become effective one minute after the Effective Time (the time the Second Company Merger becomes effective being the “Second Company Merger Effective Time”), which the applicable parties hereto shall specify in the Second Certificate of Merger.

The Mergers. (a) Upon At the terms and subject to the conditions set forth in this Agreement and in accordance with the DGCL, at the Effective Time, Parent Sub shall be merged with and into the Company. Following the First Company MergerClosing, the separate corporate existence of Parent Company and Acquisition Sub shall cease, and the Company shall continue as the Surviving Corporation and a direct, wholly owned Subsidiary of Parent. Upon the terms and subject to the provisions of this Agreement, as soon as practicable on the Closing Date, the applicable parties hereto shall I will file a certificate of merger (the “First Certificate of MergerMerger Certificate”) with the Delaware Secretary of State and make all other filings or recordings required by the General Corporation Law of the State of Delaware (the “Delaware Secretary of StateDGCL”), executed ) in accordance connection with the relevant provisions of the DGCL, to effect the First Company Merger. The First Company Merger shall will become effective at such time on (the Closing Date “First Effective Time”) as the applicable filing of the First Merger Certificate is duly deemed effective by the Delaware Secretary of State (or at such later time as may be agreed to by the parties hereto shall agree in writing and shall specify duly specified in the First Merger Certificate of Merger (the time the First Company Merger becomes effective being the “Effective Time”in accordance with applicable Law). (b) Upon At the terms and subject to the conditions set forth in this Agreement and in accordance with the DGCL and the DLLCA, at the Second Company Merger First Effective Time, the Surviving Corporation shall Acquisition Sub I will be merged with and into LLC Subthe Company in accordance with the DGCL. Following As a result of the Second Company First Merger, the separate corporate existence of the Surviving Corporation shall Acquisition Sub I will cease, and LLC Sub shall be the Company will continue as the intermediate surviving corporation of the First Merger (the “First Surviving Company and Corporation”) as a direct, wholly owned Subsidiary of ParentPurchaser. Upon The First Merger will have the terms effects provided in this Agreement and subject to as specified in the provisions of this Agreement, as soon as practicable on DGCL. (c) Immediately after the Closing DateFirst Effective Time, the applicable parties hereto shall Company and Acquisition Sub II will file a certificate of merger (the “Second Certificate of MergerMerger Certificate”) with the Delaware Secretary of StateState and make all other filings or recordings required by the DGCL and the Delaware Limited Liability Company Act (“DLLCA”) in connection with the Second Merger. The Second Merger will become effective at such time (the “Effective Time”) as the filing of the Second Merger Certificate is duly deemed effective by the Delaware Secretary of State (or at such later time as may be agreed to by the parties hereto and duly specified in the Second Merger Certificate in accordance with applicable Law). (d) At the Effective Time, executed the Company will be merged with and into Acquisition Sub II in accordance with the relevant provisions DGCL and the DLLCA. As a result of the Second Merger, the separate existence of the Company will cease, and Acquisition Sub II will continue as the surviving entity of the Second Merger (the “Surviving Entity”) as a wholly-owned Subsidiary of Purchaser. The Second Merger will have the effects provided in this Agreement and as specified in the DGCL and the DLLCA, to effect the Second Company Merger. The Second Company Merger shall become effective one minute . (e) From and after the Effective Time (Time, the time Surviving Entity will possess all the Second properties, rights, powers, privileges and franchises and be subject to all of the debts, obligations, liabilities, restrictions duties and disabilities of the Company Merger becomes effective being and Acquisition Sub II, all as provided under the “Second Company Merger Effective Time”), which the applicable parties hereto shall specify in the Second Certificate of MergerDGCL.

The Mergers. (a) Upon the terms and subject to the conditions set forth in this Agreement Agreement, and in accordance with following the DGCLDomestication, at Acquiror, Merger Sub and the Effective Time, Parent Company (Merger Sub and the Company sometimes being referred to herein as the “First-Step Constituent Corporations”) shall cause Merger Sub to be merged with and into the Company. Following , with the Company being the surviving corporation in the First Company Merger, the separate corporate existence of Parent Sub . The First Merger shall cease, be consummated in accordance with this Agreement and the Company shall continue as the Surviving Corporation and a direct, wholly owned Subsidiary of Parent. Upon the terms and subject to the provisions of this Agreement, as soon as practicable on the Closing Date, the applicable parties hereto shall file be evidenced by a certificate of merger with respect to the First Merger (as so filed, the “First Certificate of Merger”) with the Secretary of State of the State of Delaware (the “Delaware Secretary of StateMerger Certificate”), executed by the First-Step Constituent Corporations in accordance with the relevant provisions of the DGCL, such First Merger to effect be effective as of the First Company Merger. The First Company Merger shall become effective at such time on the Closing Date as the applicable parties hereto shall agree in writing and shall specify in the First Certificate of Merger (the time the First Company Merger becomes effective being the “Effective Time”). (b) Upon consummation of the First Merger, the separate corporate existence of Merger Sub shall cease and the Company, as the surviving corporation of the First Merger (hereinafter referred to for the periods at and after the Effective Time as the “First-Step Surviving Corporation”), shall continue its corporate existence under the DGCL, as a wholly owned subsidiary of Acquiror. (c) Upon the terms and subject to the conditions set forth in this Agreement and in accordance with the DGCL Agreement, Acquiror and the DLLCA, at the Second Company Merger Effective Time, the First-Step Surviving Corporation (Acquiror and the First-Step Surviving Corporation sometimes being referred to herein as the “Second-Step Constituent Corporations”) shall cause the First-Step Surviving Corporation to be merged with and into LLC Sub. Following Acquiror, with Acquiror being the surviving corporation in the Second Company Merger. The Second Merger shall be consummated in accordance with this Agreement and evidenced by a certificate of merger with respect to the Second Merger (as so filed, the “Second Merger Certificate” and, together with the First Merger Certificate, the “Merger Certificates”) executed by the Second-Step Constituent Corporations in accordance with the relevant provisions of the DGCL. (d) Upon consummation of the Second Merger, the separate corporate existence of the First-Step Surviving Corporation shall cease, cease and LLC Sub shall be the Surviving Company and a direct, wholly owned Subsidiary of Parent. Upon the terms and subject to the provisions of this AgreementAcquiror, as soon the surviving corporation of the Second Merger (hereinafter referred to for the periods at and after the Second Effective Time as practicable on the Closing Date, the applicable parties hereto shall file a certificate of merger (the “Second Certificate of Merger”) with the Delaware Secretary of State, executed in accordance with the relevant provisions of the DGCL and DLLCA, to effect the Second Company Merger. The Second Company Merger shall become effective one minute after the Effective Time (the time the Second Company Merger becomes effective being the “Second Company Merger Effective TimeSurviving Corporation”), which shall continue its corporate existence under the applicable parties hereto shall specify in the Second Certificate of MergerDGCL.

The Mergers. (a) Upon the terms and subject to the conditions set forth in this Agreement Agreement, Buyer, First Merger Sub and in accordance with the DGCL, at the Effective Time, Parent Company shall cause First Merger Sub shall to be merged with and into the Company. Following , with the Company being the surviving corporation in the First Company Merger, the separate corporate existence of Parent Sub . The First Merger shall cease, be consummated in accordance with this Agreement and the Company shall continue as the Surviving Corporation and a direct, wholly owned Subsidiary of Parent. Upon the terms and subject to the provisions of this Agreement, as soon as practicable on the Closing Date, the applicable parties hereto shall file be evidenced by a certificate of merger with respect to the First Merger (as so filed, the “First Certificate of Merger”) with the Secretary of State of the State of Delaware (the “Delaware Secretary of StateMerger Certificate”), executed by the Company in accordance with the relevant provisions of the DGCL, such First Merger to effect be effective as of the First Company Merger. The First Company Merger shall become effective at such time on the Closing Date as the applicable parties hereto shall agree in writing and shall specify in the First Certificate of Merger (the time the First Company Merger becomes effective being the “Effective Time”). (b) Upon consummation of the First Merger, the separate corporate existence of First Merger Sub shall cease and the Company, as the surviving corporation of the First Merger (hereinafter referred to for the periods at and after the First Effective Time as the “First-Step Surviving Corporation”), shall continue its corporate existence under the DGCL as a wholly-owned subsidiary of Buyer. (c) Upon the terms and subject to the conditions set forth in this Agreement and in accordance with the DGCL Agreement, Buyer, Second Merger Sub and the DLLCA, at the Second Company Merger Effective Time, the First-Step Surviving Corporation shall cause the First-Step Surviving Corporation to be merged with and into LLC Second Merger Sub. Following , with Second Merger Sub being the surviving limited liability company in the Second Company Merger, the separate corporate existence of the Surviving Corporation shall cease, and LLC Sub . The Second Merger shall be the Surviving Company consummated in accordance with this Agreement and a direct, wholly owned Subsidiary of Parent. Upon the terms and subject to the provisions of this Agreement, as soon as practicable on the Closing Date, the applicable parties hereto shall file evidenced by a certificate of merger with respect to the Second Merger (as so filed, the “Second Certificate of MergerMerger Certificate”) with the Delaware Secretary of State, executed by Second Merger Sub in accordance with the relevant provisions of the DGCL and the DLLCA, to effect . (d) Upon consummation of the Second Company Merger. The , the separate corporate existence of the First-Step Surviving Corporation shall cease and Second Company Merger shall become effective one minute Sub, as the surviving limited liability company of the Second Merger (hereinafter referred to for the periods at and after the Second Effective Time (the time the Second Company Merger becomes effective being as the “Second Company Merger Effective TimeSurviving Company”), which shall continue its limited liability company existence under the applicable parties hereto shall specify in the Second Certificate of MergerDLLCA.

The Mergers. (a) Upon the terms and subject to the conditions set forth in this Agreement and in accordance with the DGCL, at At the Effective Time, Parent and subject to and upon the terms and conditions of this Agreement, the Company Certificate of Merger and the applicable provisions of the Delaware Code, Company Merger Sub shall be merged with and into the Company. Following the First Company Merger, and the separate corporate existence of Parent Company Merger Sub shall cease, and the Company shall continue as the Surviving Corporation and a direct, wholly owned Subsidiary of Parent. Upon surviving corporation under the terms and subject to the provisions of this Agreement, as soon as practicable on the Closing Date, the applicable parties hereto shall file a certificate of merger (the “First Certificate of Merger”) with the Secretary of State laws of the State of Delaware (the “Delaware Secretary of State”), executed in accordance with the relevant provisions of the DGCL, to effect the First Company Merger. The First Company Merger shall become effective at such time on the Closing Date as the applicable parties hereto shall agree in writing and shall specify in the First Certificate of Merger (the time the First Company Merger becomes effective being the “Effective TimeSurviving Corporation”). (b) Upon Prior to the Effective Time, FACO shall cause SafeRent and Fast Merger Sub 1 to enter into the agreement of merger in the form attached as Exhibit A-3 (the “SafeRent Agreement of Merger”). At the Effective Time, and subject to and upon the terms and subject to conditions of this Agreement, the conditions set forth in this SafeRent Certificate of Merger, the SafeRent Agreement and in accordance with the DGCL of Merger and the DLLCAapplicable provisions of the Delaware Code, at the Second Company FAST Merger Effective Time, the Surviving Corporation Sub 1 shall be merged with and into LLC Sub. Following the Second Company Merger, SafeRent and the separate corporate existence of the Surviving Corporation FAST Merger Sub 1 shall cease, and LLC SafeRent shall continue as the surviving corporation under the laws of the State of Delaware (the “SafeRent Surviving Corporation”). (c) Prior to the Effective Time, FACO shall cause EHP and Fast Merger Sub shall be 2 to enter into the Surviving Company plan of merger in the form attached as Exhibit A-5 (the “EHP Plan of Merger”). At the Effective Time, and a direct, wholly owned Subsidiary of Parent. Upon subject to and upon the terms and subject to the provisions conditions of this Agreement, as soon as practicable on the Closing DateEHP Articles of Merger, the EHP Plan of Merger and the applicable parties hereto provisions of the Florida Code, FAST Merger Sub 2 shall file a certificate be merged with and into EHP and the separate corporate existence of merger FAST Merger Sub 2 shall cease, and EHP shall continue as the surviving corporation under the laws of the State of Florida (the “Second Certificate EHP Surviving Corporation”). (d) Prior to the Effective Time, FACO shall cause SAMI and Fast Merger Sub 3 to enter into the plan of merger in the form attached as Exhibit A-7 (the “SAMI Plan of Merger”) with ). At the Delaware Secretary Effective Time, and subject to and upon the terms and conditions of Statethis Agreement, executed in accordance with the relevant SAMI Articles of Merger, the SAMI Plan of Merger and the applicable provisions of the DGCL Florida Code, FAST Merger Sub 3 shall be merged with and DLLCAinto SAMI and the separate corporate existence of FAST Merger Sub 3 shall cease, to effect and SAMI shall continue as the Second Company Merger. The Second Company Merger shall become effective one minute after surviving corporation under the Effective Time laws of the State of Florida (the time the Second Company Merger becomes effective being the “Second Company Merger Effective TimeSAMI Surviving Corporation”), which the applicable parties hereto shall specify in the Second Certificate of Merger.

The Mergers. (a) Upon the terms and subject to the conditions set forth in this Agreement and in accordance with Agreement, following the DGCLDomestication, at the First Effective Time, Parent the First Merger Sub shall be merged with and into the Company. Following , with the Company being the surviving corporation (which is sometimes hereinafter referred to for the periods at and after the First Company Merger, Effective Time as the “Surviving Company”) following the First Merger and the separate corporate existence of Parent First Merger Sub shall cease, . The First Merger shall be consummated in accordance with this Agreement and the Company shall continue as the Surviving Corporation DGCL and a direct, wholly owned Subsidiary of Parent. Upon the terms and subject to the provisions of this Agreement, as soon as practicable on the Closing Date, the applicable parties hereto shall file evidenced by a certificate of merger (the “First Certificate of Merger”) with the Secretary of State ), such First Merger to be consummated upon filing of the State First Certificate of Delaware (the “Delaware Secretary of State”), executed in accordance with the relevant provisions of the DGCL, to effect the First Company Merger. The First Company Merger shall become effective or at such later time on as may be agreed by Xxxxxxxx and the Closing Date as the applicable parties hereto shall agree Company in writing and shall specify specified in the First Certificate of Merger (the time the “First Company Merger becomes effective being the “Effective Time”). (b) Upon . Promptly following the terms First Merger, but in any event on the same day as the First Merger and subject to as a part of the conditions set forth in this Agreement and in accordance with same overall transaction as the DGCL and the DLLCA, at the Second Company Merger Effective TimeFirst Merger, the Surviving Corporation Company shall be merged with and into LLC Second Merger Sub. Following , with Second Merger Sub being the surviving entity (which is sometimes hereinafter referred to for the periods at and after the Second Company Merger, Effective Time as the “Surviving Entity”) and the separate corporate existence of the Surviving Corporation Company shall cease, and LLC Sub . The Second Merger shall be the Surviving Company and a direct, wholly owned Subsidiary of Parent. Upon the terms and subject to the provisions of consummated in accordance with this Agreement, as soon as practicable on the Closing Date, DGCL and the applicable parties hereto shall file DLLCA and evidenced by a certificate of merger (the “Second Certificate of Merger”) ” and, together with the Delaware Secretary First Certificate of StateMerger, executed in accordance with the relevant provisions of the DGCL and DLLCA, to effect the Second Company Merger. The Second Company Merger shall become effective one minute after the Effective Time (the time the Second Company Merger becomes effective being the “Second Company Merger Effective TimeCertificates of Merger”), which such Second Merger to be consummated upon filing of the applicable parties hereto shall specify Second Certificate of Merger or at such time as may be later agreed by Acquiror and the Company in writing and specified in the Second Certificate of MergerMerger (the “Second Effective Time”).

The Mergers. (a) Upon At the terms and subject to the conditions set forth in this Agreement Merger Effective Time (as defined below), and in accordance with the applicable provisions of this Agreement and the DGCL, at each of the Effective Time, Parent Sub Bain Blocker and the Foresite Blocker shall be merged with and into the Company. Following the First Company MergerMergers, the separate corporate existence of Parent Sub each of the Bain Blocker and the Foresite Blocker shall cease, cease and the Company shall continue as the surviving company (the “Surviving Corporation Company”). (b) At the time determined by the Company, promptly following the Conversion and a direct, wholly owned Subsidiary of Parent. Upon the terms and subject prior to the provisions effectiveness of this Agreementthe Company’s registration statement on Form S-1 (File No. 333- ) (the “Registration Statement”) filed with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as soon as practicable on the Closing Dateamended, the applicable parties hereto Company shall file cause a certificate of merger in form and substance as set forth on Exhibit A attached hereto (the “First Certificate of Merger”) to be executed, acknowledged and filed with the Secretary of State of the State of Delaware (the “Delaware Secretary of State”)Delaware, executed all as provided for and in accordance with the relevant provisions Section 251 and Section 264 of the DGCL, to effect the First Company Merger. The First Company Merger Mergers shall become effective at such the time on and date as provided under the Closing Date DGCL and as the applicable parties hereto shall agree in writing and shall specify specified in the First Certificate of Merger (the time the First Company Merger becomes effective being the “Effective Time”). (b) Upon the terms and subject to the conditions set forth in this Agreement and in accordance with the DGCL and the DLLCA, at the Second Company Merger Effective Time, the Surviving Corporation shall be merged with and into LLC Sub. Following the Second Company Merger, the separate corporate existence of the Surviving Corporation shall cease, and LLC Sub shall be the Surviving Company and a direct, wholly owned Subsidiary of Parent. Upon the terms and subject to the provisions of this Agreement, as soon as practicable on the Closing Date, the applicable parties hereto shall file a certificate of merger (the “Second Certificate of Merger”) with the Delaware Secretary of State, executed in accordance with the relevant provisions of the DGCL and DLLCA, to effect the Second Company Merger. The Second Company Merger shall become effective one minute after the Effective Time (the time the Second Company Merger becomes effective being the “Second Company Merger Effective Time”). References to the Company after the Merger Effective Time shall mean the Surviving Company. (c) Each Merger shall have the effects set forth under the DGCL. Without limiting the generality of the foregoing, which and subject thereto, at the applicable parties hereto Merger Effective Time, all the properties, rights, privileges, and powers of each of the Bain Blocker and the Foresite Blocker shall specify vest in the Second Certificate Surviving Company, and all debts, liabilities, and duties of Mergereach of the Bain Blocker and the Foresite Blocker shall become the debts, liabilities and duties of the Surviving Company. (d) The certificate of incorporation and bylaws of the Company, as in effect immediately prior to the Merger Effective Time, shall be the certificate of incorporation and bylaws of the Surviving Company until thereafter amended in accordance with the provisions thereof and applicable Law. (e) Subject to applicable Law, (i) the directors of the Company immediately prior to the Merger Effective Time shall be the initial directors of the Surviving Company and shall hold office until their respective successors are duly elected and qualified, or their earlier death, resignation, or removal, and (ii) the officers of the Company immediately prior to the Merger Effective Time shall be the initial officers of the Surviving Company and shall hold office until their respective successors are duly elected and qualified, or their earlier death, resignation, or removal. (f) All of the equity interests of each of the Bain Blocker and the Foresite Blocker outstanding as of immediately prior to the Merger Effective Time shall, as of the Merger Effective Time, by virtue of the Bain Blocker Merger (in the case of the Bain Blocker) and the Foresite Blocker Merger (in the case of the Foresite Blocker) and without any action on the part of any Party hereto or the holder thereof or any other Person, be canceled and extinguished and converted into the right to receive the consideration specified in Section 2.1(g). All of such outstanding equity interests of the Bain Blocker and the Foresite Blocker when so converted, shall no longer be outstanding and shall automatically be canceled and the former holders thereof shall cease to have any rights with respect thereto, except the right to receive the consideration specified in Section 2.1(g).

The Mergers. (a) At the Holding Company Merger Effective Time, in accordance with the General Corporation Law of the State of Delaware (the “DGCL”), and upon the terms and subject to the conditions set forth in this Agreement, Holdco Sub shall merge with and into the Company, with the Company surviving such Holding Company Merger as a wholly owned subsidiary of Holdco. At the Effective Time, in accordance with the DGCL, and upon the terms and subject to the conditions set forth in this Agreement, Merger Sub shall merge with and into Holdco, with Holdco surviving such Acquisition Merger as a wholly owned subsidiary of Parent. (b) On the Closing Date, (i) the Company shall file the certificate of merger for the Holding Company Merger, executed in accordance with, and containing such information as is required by, the relevant provisions of the DGCL with the Secretary of State of the State of Delaware; and (ii) Holdco shall file the certificate of merger for the Acquisition Merger, executed in accordance with, and containing such information as is required by, the relevant provisions of the DGCL with the Secretary of State of the State of Delaware. The Mergers shall become effective at such time as the certificate of merger for the applicable merger shall have been duly filed with the Secretary of State of the State of Delaware or at such other, later date and time as is agreed between the parties and specified in the applicable certificate of merger in accordance with the relevant provisions of the DGCL (such date and time for the Holding Company Merger is hereinafter referred to as the “Holding Company Merger Effective Time” and such date and time for the Acquisition Merger is hereinafter referred to as the “Effective Time”). The Holding Company Merger Effective Time shall occur prior to the Effective Time. (c) The Mergers shall generally have the effects set forth in the applicable provisions of the DGCL and this Agreement. Without limiting the generality of the foregoing, and subject thereto, from and after the Holding Company Merger Effective Time, all property, rights, privileges, immunities, powers, franchises, licenses and authority of the Company and Holdco Sub shall vest in the Company Surviving Corporation, and all debts, liabilities, obligations, restrictions and duties of each of the Company and Holdco Sub shall become the debts, liabilities, obligations, restrictions and duties of the Company Surviving Corporation. Without limiting the generality of the foregoing, and subject thereto, from and after the Effective Time, all property, rights, privileges, immunities, powers, franchises, licenses and authority of Holdco and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions and duties of each of Holdco and Merger Sub shall become the debts, liabilities, obligations, restrictions and duties of the Surviving Corporation. (d) Upon the terms and subject to the conditions set forth in this Agreement and in accordance with the DGCL, at the Effective Time, Parent Sub shall be merged with and into the Company. Following the First Company MergerAgreement, the separate corporate existence closing of Parent Sub shall cease, and the Company shall continue as the Surviving Corporation and a direct, wholly owned Subsidiary of Parent. Upon the terms and subject to the provisions of this Agreement, as soon as practicable on the Closing Date, the applicable parties hereto shall file a certificate of merger Mergers (the “First Certificate of MergerClosing”) with shall take place at 10:00 a.m., New York City time, on the Secretary later of State (i) the three (3)-month anniversary of the State of Delaware date hereof (the “Delaware Secretary of StateTarget Closing Date”), executed in accordance with which Target Closing Date may be delayed by Parent on one or more occasions (each, an “Extension Right”) to a date that is no later than the relevant provisions first anniversary of the DGCLdate hereof; provided that if, at any time following the exercise of any Extension Right, (A) all conditions precedent set forth in the definitive agreement(s) providing for the Management Business Sale or, if applicable, the Management Business Distribution (other than those conditions to effect be satisfied or waived at the First Company Merger. The First Company Merger closing of the transactions contemplated thereby) shall become effective have been satisfied or (to the extent permitted by Law) waived, and (B) all Material State Approvals shall have been obtained, the Closing shall take place at such time on the Closing Date as second (2nd) Business Day thereafter, and (ii) the applicable parties hereto shall agree in writing and shall specify in second (2nd) Business Day after the First Certificate satisfaction or (to the extent permitted by Law) waiver of Merger (the time the First Company Merger becomes effective being the “Effective Time”). (b) Upon the terms and subject to the conditions set forth in this Agreement and in accordance with the DGCL and the DLLCA, Article VIII (other than those conditions to be satisfied or waived at the Second Company Merger Effective TimeClosing, the Surviving Corporation shall be merged with and into LLC Sub. Following the Second Company Merger, the separate corporate existence of the Surviving Corporation shall cease, and LLC Sub shall be the Surviving Company and a direct, wholly owned Subsidiary of Parent. Upon the terms and but subject to the provisions satisfaction or waiver of this Agreement, such conditions at Closing) or such other date and time as soon as practicable on agreed to in writing by Parent and the Closing Date, the applicable parties hereto shall file a certificate of merger (the “Second Certificate of Merger”) with the Delaware Secretary of State, executed in accordance with the relevant provisions of the DGCL and DLLCA, to effect the Second Company Merger. The Second Company Merger shall become effective one minute after the Effective Time (the time the Second Company Merger becomes effective being the “Second Company Merger Effective Time”), which the applicable parties hereto shall specify in the Second Certificate of MergerCompany.

The Mergers. (a) Upon Pursuant to Plans of Merger, in forms to be mutually agreed upon by Berkshire and General (sometimes hereinafter referred to individually as the "Berkshire Merger Agreement" and the "General Merger Agreement", respectively, and collectively as the "Merger Agreements"), upon the terms and subject to the conditions set forth in this Agreement and in the Merger Agreements and in accordance with the Delaware General Corporation Law (the "DGCL"), at the Effective Time, Parent : (i) Merger Sub A shall be merged with and into Berkshire (the "Berkshire Merger") and Berkshire shall be the surviving corporation in the Berkshire Merger and shall continue its corporate existence under the laws of the State of Delaware. As a result of the Berkshire Merger, Berkshire shall become a wholly owned subsidiary of Holding Company. Following . (ii) Merger Sub B will be merged with and into General (the First Company "General Merger" and, together with the Berkshire Merger, the separate "Mergers"), and General shall be the surviving corporation in the General Merger and shall continue its corporate existence under the laws of Parent Sub the State of Delaware. As a result of the General Merger, General shall cease, and the Company shall continue as the Surviving Corporation and become a direct, wholly owned Subsidiary subsidiary of Parent. Upon Holding Company. (b) The term "Effective Time" shall mean the terms time and subject to date which is (i) the provisions later of this Agreement, as soon as practicable on (A) the Closing Date, date and time of the applicable parties hereto shall file a filing of the certificate of merger (relating to the “First Certificate of Merger”) Berkshire Merger with the Secretary of State of the State of Delaware (or such other date and time as may be specified in such certificate and permitted by law) and (B) the “Delaware date and time of the filing of a certificate of merger relating to the General Merger with the Secretary of State”), executed in accordance with the relevant provisions State of the DGCL, to effect the First Company Merger. The First Company Merger shall become effective at State of Delaware (or such other date and time on the Closing Date as the applicable parties hereto shall agree may be specified in writing such certificate and shall specify in the First Certificate of Merger permitted by law) or (the ii) such other time the First Company Merger becomes effective being the “Effective Time”). (b) Upon the terms and subject to the conditions set forth in this Agreement and date as is permissible in accordance with the DGCL and as Berkshire and General may agree; provided that, in any event, (I) the DLLCA, at Effective Time shall not be prior to the Second Company Merger Effective Time, the Surviving Corporation -------- Closing (as defined in Section 2.6) and shall be merged with and into LLC Sub. Following the Second Company Merger, the separate corporate existence of the Surviving Corporation shall cease, and LLC Sub shall be the Surviving Company and a direct, wholly owned Subsidiary of Parent. Upon the terms and subject to the provisions of this Agreement, as soon as practicable on thereafter and (II) the Closing Date, parties shall use their best efforts to cause the applicable parties hereto shall file a certificate of merger (Berkshire Merger and the “Second Certificate of Merger”) with the Delaware Secretary of State, executed in accordance with the relevant provisions of the DGCL and DLLCA, General Merger to effect the Second Company Merger. The Second Company Merger shall become effective one minute after the Effective Time (the time the Second Company Merger becomes effective being the “Second Company Merger Effective Time”), which the applicable parties hereto shall specify in the Second Certificate of Mergeroccur contemporaneously or as close thereto as is practicable.

The Mergers. (a) Upon On the terms and subject to the conditions set forth in this Agreement and in accordance with the DGCLAgreement, (i) at the Corporate Merger Effective Time, Parent Merger Sub I shall be merged with and into the Company. Following Company in accordance with the First Company Merger, DGCL and the separate corporate existence of Parent Merger Sub I shall thereupon cease, and (ii) the Company shall continue be the surviving corporation in the Corporate Merger (sometimes hereinafter referred to as the “Surviving Corporation Corporation”) and from and after the Corporate Merger Effective Time, shall be a direct, direct wholly owned Subsidiary of Parent. Upon , and the terms and subject to the provisions of this Agreement, as soon as practicable on the Closing Date, the applicable parties hereto shall file a certificate of merger (the “First Certificate of Merger”) with the Secretary of State separate corporate existence of the State Company with all of Delaware (its rights, privileges, immunities, powers and franchises shall continue unaffected by the “Delaware Secretary of State”), executed Merger as provided in accordance with the relevant provisions of the DGCL, to effect the First Company Merger. The First Company Merger shall become effective at such time on the Closing Date as the applicable parties hereto shall agree in writing and shall specify in the First Certificate of Merger (the time the First Company Merger becomes effective being the “Effective Time”). (b) Upon On the terms and subject to the conditions set forth in this Agreement Agreement, (i) immediately following the Corporate Merger Effective Time and in accordance with the DGCL and the DLLCA, at the Second Company LLC Merger Effective TimeTime (as defined below), the Surviving Corporation shall be merged with and into LLC Sub. Following Merger Sub II in accordance with the Second Company Merger, DGCL and the DLLCA and the separate corporate existence of the Surviving Corporation Company shall thereupon cease, and LLC (ii) Merger Sub II shall be the surviving entity in the LLC Merger (sometimes hereinafter referred to as the “Surviving Company Entity”) and from and after the LLC Merger Effective Time, shall remain a direct, direct wholly owned Subsidiary of Parent. Upon the terms and subject Parent (sometimes hereinafter referred to the provisions of this Agreement, as soon as practicable on the Closing Date, the applicable parties hereto shall file a certificate of merger (the “Second Certificate Combined Company,” including in its capacity as the sole member of Merger”) the Surviving Entity following the LLC Merger Effective Time), and the separate existence of Merger Sub II with all of its rights, privileges, immunities, powers and franchises shall continue unaffected by the Delaware Secretary of State, executed Merger as provided in accordance with the relevant provisions of the DGCL and the DLLCA, to effect the Second Company Merger. The Second Company Merger shall become effective one minute after the Effective Time (the time the Second Company Merger becomes effective being the “Second Company Merger Effective Time”), which the applicable parties hereto shall specify in the Second Certificate of Merger.

The Mergers. (a) Upon the terms and subject to the conditions set forth in this Agreement Article X, and in accordance with the DGCLDLLC Act, at on the Effective TimeClosing Date, Parent Merger Sub 1 shall be merged with and into the Blocker. As a result of the First Blocker Merger, the separate company existence of Merger Sub 1 shall cease and the Blocker shall continue as the surviving company of the First Blocker Merger (the “First Blocker Merger Surviving Company”) and a wholly owned subsidiary of Parent. (b) On the Closing Date, upon the terms and subject to the conditions of this Agreement, immediately following the First Blocker Merger, First Blocker Merger Surviving Company shall be merged with and into Merger Sub 2 in accordance with the DLLC Act. Following As a result of the Second Blocker Merger, First Blocker Merger Surviving Company shall cease to exist and Merger Sub 2 shall continue as the surviving company of the Second Blocker Merger (the “Second Blocker Merger Surviving Company”) and a wholly owned subsidiary of Parent. (c) On the Closing Date, upon the terms and subject to the conditions of this Agreement, immediately following the Second Blocker Merger, Merger Sub 3 shall be merged with and into the Company in accordance with the DLLC Act. As a result of the First Company Merger, the separate corporate company existence of Parent Merger Sub 3 shall cease, cease and the Company shall continue as the surviving company of the First Company Merger (the “First Company Merger Surviving Corporation Company”) and a direct, wholly owned Subsidiary subsidiary of Parent. Upon the terms and subject to the provisions of this Agreement, as soon as practicable on . (d) On the Closing Date, the applicable parties hereto shall file a certificate of merger (the “First Certificate of Merger”) with the Secretary of State of the State of Delaware (the “Delaware Secretary of State”), executed in accordance with the relevant provisions of the DGCL, to effect the First Company Merger. The First Company Merger shall become effective at such time on the Closing Date as the applicable parties hereto shall agree in writing and shall specify in the First Certificate of Merger (the time the First Company Merger becomes effective being the “Effective Time”). (b) Upon upon the terms and subject to the conditions set forth in of this Agreement and in accordance with Agreement, immediately following the DGCL and the DLLCAFirst Company Merger, at the Second First Company Merger Effective Time, the Surviving Corporation Company shall be merged with and into LLC SubMerger Sub 4 in accordance with the DLLC Act. Following As a result of the Second Company Merger, the separate corporate existence of the Surviving Corporation shall cease, and LLC Sub shall be the First Company Merger Surviving Company shall cease to exist and a direct, wholly owned Subsidiary Merger Sub 4 shall continue as the surviving company of Parent. Upon the terms and subject to the provisions of this Agreement, as soon as practicable on the Closing Date, the applicable parties hereto shall file a certificate of merger (the “Second Certificate of Merger”) with the Delaware Secretary of State, executed in accordance with the relevant provisions of the DGCL and DLLCA, to effect the Second Company Merger. The Second Company Merger shall become effective one minute after the Effective Time (the time the Second Company Merger becomes effective being (the “Second Company Merger Effective TimeSurviving Company”), which the applicable parties hereto shall specify in the Second Certificate ) and a wholly owned subsidiary of MergerParent.

The Mergers. (a) Upon At the terms and subject to the conditions set forth in this Agreement Merger Effective Time (as defined below), and in accordance with the DGCLapplicable provisions of this Agreement and Delaware Law, at the Effective Time, Parent Sub each of GA and SSLLC shall be merged with and into the Company. Following the First Company MergerMergers, the separate corporate existence or limited liability company existence, as applicable, of Parent Sub each of GA and SSLLC shall cease, cease and the Company shall continue as the surviving company (the “Surviving Corporation and a directCompany”). (b) On the date of Effectiveness of the Registration Statement, wholly owned Subsidiary of Parent. Upon the terms and subject at least one hour prior to the provisions Effectiveness of this Agreementthe Registration Statement or such time as may be determined by the Chief Financial Officer of the Company (and, as soon as practicable on for the Closing Dateavoidance of doubt, after the effectiveness of the conversion of the Company from a limited liability company to a corporation), the applicable parties hereto Company shall file cause a certificate of merger in form and substance as set forth on Exhibit A attached hereto (the “First Certificate of Merger”) to be executed, acknowledged and filed with the Secretary of State of the State of Delaware (the “Delaware Secretary of State”)Delaware, executed all as provided for and in accordance with the relevant provisions Section 251 and Section 264 of the DGCL, to effect DGCL and Section 18-209 of the First Company MergerDLLCA. The First Company Merger shall become effective at such the time on the Closing Date and date as the applicable parties hereto shall agree in writing provided under Delaware Law and shall specify as specified in the First Certificate of Merger (the time the First Company Merger becomes effective being the “Effective Time”). (b) Upon the terms and subject to the conditions set forth in this Agreement and in accordance with the DGCL and the DLLCA, at the Second Company Merger Effective Time, the Surviving Corporation shall be merged with and into LLC Sub. Following the Second Company Merger, the separate corporate existence of the Surviving Corporation shall cease, and LLC Sub shall be the Surviving Company and a direct, wholly owned Subsidiary of Parent. Upon the terms and subject to the provisions of this Agreement, as soon as practicable on the Closing Date, the applicable parties hereto shall file a certificate of merger (the “Second Certificate of Merger”) with the Delaware Secretary of State, executed in accordance with the relevant provisions of the DGCL and DLLCA, to effect the Second Company Merger. The Second Company Merger shall become effective one minute after the Effective Time (the time the Second Company Merger becomes effective being the “Second Company Merger Effective Time”). References to the Company after the Merger Effective Time shall mean the Surviving Company. (c) Each Merger shall have the effects set forth under Delaware Law. Without limiting the generality of the foregoing, which and subject thereto, at the applicable parties hereto Merger Effective Time, all the properties, rights, privileges, and powers of each of GA and SSLLC shall specify vest in the Second Certificate Surviving Company, and all debts, liabilities, and duties of each of GA and SSLLC shall become the debts, liabilities, and duties of the Surviving Company. Notwithstanding the foregoing, it is hereby acknowledged and agreed that upon the consummation of the Mergers the respective rights and obligations of GA and SSLC under the Registration Rights Agreement shall be transferred to GA II and Benchmark, respectively, in accordance with Section 2.9 of the Registration Rights Agreement. (d) The certificate of incorporation and bylaws of the Company, as in effect immediately prior to the Merger Effective Time, shall be the certificate of incorporation and bylaws of the Surviving Company until thereafter amended in accordance with the provisions thereof and applicable Law. (e) Subject to applicable Law, (i) the directors of the Company immediately prior to the Merger Effective Time shall be the initial directors of the Surviving Company and shall hold office until their respective successors are duly elected and qualified, or their earlier death, resignation, or removal, and (ii) the officers of the Company immediately prior to the Merger Effective Time shall be the initial officers of the Surviving Company and shall hold office until their respective successors are duly elected and qualified, or their earlier death, resignation, or removal. (f) All of the equity interests of each of GA and SSLLC outstanding as of immediately prior to the Merger Effective Time shall, as of the Merger Effective Time, by virtue of the Merger and without any action on the part of any Party hereto or the holder thereof or any other Person, be canceled and extinguished and converted into the right to receive the consideration specified in Section 2.01(g). All of such outstanding equity interests of GA and SSLLC when so converted, shall no longer be outstanding and shall automatically be canceled and the former holders thereof shall cease to have any rights with respect thereto, except the right to receive the consideration specified in Section 2.01(g). (g) At the Merger Effective Time: (i) in respect of the outstanding equity interests of GA held by GA II immediately prior to the Merger Effective Time and canceled and extinguished by virtue of the GA Merger, GA II shall receive the number of shares of common stock of the Company equal to the number of shares of common stock of the Company held by GA immediately prior to the GA Merger; and (ii) in respect of the outstanding equity interests of SSLLC held by Benchmark and GA II immediately prior to the Merger Effective Time and canceled and extinguished by virtue of the SSLLC Merger, each of Benchmark and GA II shall receive the number of shares of common stock of the Company equal to the number of shares of common stock of the Company held by SSLLC, respectively, immediately prior to the Merger Effective Time, and such shares of common stock of the Company received pursuant to the Merger shall be free and clear of all security interests, claims, liens, equities or other encumbrances. (h) By their execution of this Agreement, Benchmark and GA II, as the only stockholders of SSLLC, and GA II, as the sole member of GA, each waives its right to any dissent to the SSLLC Merger and the GA Merger, respectively, and demand appraisal for its shares of SSLLC under the DGCL or equity interests of GA under the DLLCA or otherwise.

The Mergers. (a) Upon the terms and subject to the conditions set forth in this Agreement Agreement, and in accordance with following the DGCLDomestication, at Acquiror, the Effective TimeHolder, Parent the Merger Subs and the Companies (Merger Subs and the Companies sometimes being referred to herein as the “Constituent Companies”) shall cause (x) Merger Sub shall A to be merged with and into Company A, with Company A being the Company. Following the First Company surviving corporation in such Merger, the separate corporate existence of Parent Sub which shall cease, be consummated in accordance with this Agreement and the Company shall continue as the Surviving Corporation and a direct, wholly owned Subsidiary of Parent. Upon the terms and subject to the provisions of this Agreement, as soon as practicable on the Closing Date, the applicable parties hereto shall file be evidenced by a certificate of merger with respect to Corp Merger A, (y) Merger Sub B to be merged with and into Company B, with Company B being the surviving corporation in such Merger, which shall be consummated in accordance with this Agreement and shall be evidenced by a certificate of merger with respect to Corp Merger B, and (z) Merger Sub LLC to be merged with and into Company LLC, with Company LLC being the surviving company in such Merger, which shall be evidenced by a certificate of merger with respect to the LLC Merger (collectively, with the certificate of merger with respect to Corp Merger A and the certificate of merger with respect to Corp Merger B, the “First Certificate Certificates of Merger”) with the Secretary of State of the State of Delaware (the “Delaware Secretary of State”), in each case, executed by the applicable Constituent Companies in accordance with the relevant provisions of the DGCLDLLCA (with respect to the LLC Merger) or the DGCL (with respect to the Corp Mergers), such Mergers to effect be effective as of the First Company Merger. The First Company Merger shall become effective at such time on the Closing Date as the applicable parties hereto shall agree in writing and shall specify in the First Certificate of Merger (the time the First Company Merger becomes effective being the “Effective Time”). (b) Upon the terms and subject to the conditions set forth in this Agreement and in accordance with the DGCL and the DLLCA, at the Second Company consummation of (i) Corp Merger Effective Time, the Surviving Corporation shall be merged with and into LLC Sub. Following the Second Company MergerA, the separate corporate existence of the Surviving Corporation Merger Sub A shall cease, cease and LLC Sub shall be the Surviving Company and a direct, wholly owned Subsidiary of Parent. Upon the terms and subject to the provisions of this AgreementA, as soon as practicable on the Closing Date, surviving corporation of Corp Merger A (hereinafter referred to for the applicable parties hereto shall file a certificate of merger (the “Second Certificate of Merger”) with the Delaware Secretary of State, executed in accordance with the relevant provisions of the DGCL periods at and DLLCA, to effect the Second Company Merger. The Second Company Merger shall become effective one minute after the Effective Time (the time the Second Company Merger becomes effective being as the “Second Company Merger Effective TimeSurviving Corporation A”), which shall continue its corporate existence under the DGCL, as a wholly owned subsidiary of Acquiror, (ii) Corp Merger B, the separate corporate existence of Merger Sub B shall cease and Company B, as the surviving corporation of Corp Merger B (hereinafter referred to for the periods at and after the Effective Time as the “Surviving Corporation B”), shall continue its corporate existence under the DGCL, as a wholly owned subsidiary of Acquiror and (iii) the LLC Merger, the separate company existence of Merger Sub LLC shall cease and Company LLC, as the surviving company of the LLC Merger (hereinafter referred to for the periods at and after the Effective Time as the “Surviving Limited Liability Company” collectively with Surviving Corporation A and Surviving Corporation B, the “Surviving Companies” and each, a “Surviving Company”), shall continue its company existence under the DLLCA, as a wholly owned subsidiary of Acquiror. (c) Notwithstanding the foregoing, if the Holder, the Acquiror or Companies determine in good faith that either Corp Merger A and/or Corp Merger B is not likely to qualify as a reorganization pursuant to Section 368(a), the parties shall work together in good faith to structure either Corp Merger A and/or Corp Merger B, as applicable, in a manner that would so qualify, including by reversing the direction of the applicable parties hereto shall specify in Corp Merger or structuring the Second Certificate applicable Corp Merger as a two-step integrated transaction within the meaning of MergerRevenue Ruling 2001-46, 2001-2 C.B. 321.

The Mergers. (a) Upon the terms and subject to the conditions set forth in this Agreement and in accordance with the DGCL, at At the Effective TimeTime of Merger I, Parent Merger Sub I shall be merged merge with and into the Company. Following Company (the First Company Merger“Merger I”), whereupon the separate corporate existence of Parent Merger Sub I shall cease, and the Company shall continue be the surviving corporation of Merger I (thereafter, “Newco”). The Merger I shall become effective at such time as the Surviving Corporation and a direct, wholly owned Subsidiary of Parent. Upon the terms and subject to the provisions of this Agreement, as soon as practicable on the Closing Date, the applicable parties hereto shall file a certificate of merger (the “First Certificate of Merger”) Merger I is duly filed with the Secretary of State of the State of Delaware or at such later time as is specified in the Certificate of Merger I (the “Delaware Secretary Effective Time of StateMerger I”). From and after the Effective Time of Merger I, executed the Newco 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 Sub I, as provided under the DGCL. (b) At the Effective Time of Merger II, the Newco shall merge with and into Merger Sub II in accordance with the relevant provisions DGCL and DLLCA (the “Merger II” and together with the Merger I, the “Mergers”), whereupon the separate existence of the DGCLNewco shall cease, to effect and Merger Sub II shall be the First Company Mergersurviving company of the Merger II (the “Surviving Company”). The First Company Merger II shall become effective at such time on the Closing Date as the applicable parties hereto shall agree in writing and shall specify in the First Certificate of Merger II is duly filed with the Secretary of State of the State of Delaware or at such later time as is specified in the Certificate of Merger II (the time the First Company Merger becomes effective being the “Effective TimeTime of Merger II”). (b) Upon . From and after the terms and subject to the conditions set forth in this Agreement and in accordance with the DGCL and the DLLCA, at the Second Company Effective Time of Merger Effective TimeII, the Surviving Corporation Company shall succeed to all the assets, rights, privileges, powers and franchises and be merged with and into LLC Sub. Following the Second Company Merger, the separate corporate existence subject to all of the Surviving Corporation shall ceaseliabilities, restrictions, disabilities and LLC duties of the Newco and Merger Sub shall be the Surviving Company and a direct, wholly owned Subsidiary of Parent. Upon the terms and subject to the provisions of this AgreementII, as soon as practicable on the Closing Date, the applicable parties hereto shall file a certificate of merger (the “Second Certificate of Merger”) with the Delaware Secretary of State, executed in accordance with the relevant provisions of provided under the DGCL and DLLCA, to effect the Second Company Merger. The Second Company Merger shall become effective one minute after the Effective Time (the time the Second Company Merger becomes effective being the “Second Company Merger Effective Time”), which the applicable parties hereto shall specify in the Second Certificate of Merger.

The Mergers. 1.1 The First Step Merger, the Holding Company Merger and the Bank Merger. (a) Upon Subject to the terms and subject to the conditions set forth in of this Agreement and Agreement, in accordance with Chapter 53C of the DGCLNorth Carolina General Statutes (the “Bank Act”) and Chapter 55 of the North Carolina General Statutes (the “NCBCA”), Merger Sub shall merge with and into CB at the Effective Time, Parent Sub shall be merged with and into the Company. Following thereby consummating the First Company MergerStep Merger and causing CB to become a wholly owned subsidiary of Holdco. At the Effective Time, the separate corporate existence of Parent Merger Sub shall cease, cease and the Company corporate existence of CB, as the surviving corporation in the Merger, shall continue as under the Surviving Corporation and a directlaws of the State of North Carolina. (b) Immediately after the Effective Time, wholly owned Subsidiary of Parent. Upon subject to the terms and subject to the provisions conditions of this Agreement, in accordance with the Bank Act and the NCBCA, CB shall merge with and into Holdco, thereby consummating the Holding Company Merger and causing Cornerstone Bank to become a wholly owned subsidiary of Holdco. Holdco, as soon the surviving corporation in the Holding Company Merger, is hereinafter sometimes referred to as practicable on the Closing Date, the applicable parties hereto shall file a certificate of merger (the “First Certificate of Merger”) with Surviving Corporation” and shall continue its corporate existence under the Secretary of State laws of the State of Delaware North Carolina and the separate existence of CB shall thereupon cease. The Parties intend that the Holding Company Merger qualify as a subsidiary liquidation as described under, and subject to, Sections 332 and 337 of the Internal Revenue Code of 1986, as amended (the “Delaware Secretary of State”), executed in accordance with the relevant provisions of the DGCL, to effect the First Company Merger. The First Company Merger shall become effective at such time on the Closing Date as the applicable parties hereto shall agree in writing and shall specify in the First Certificate of Merger (the time the First Company Merger becomes effective being the “Effective TimeCode”). (bc) Upon In connection with the Holding Company Merger and pursuant to Section 6.14 of this Agreement, Holdco shall execute a supplemental indenture and such other instruments and agreements as are necessary to assume all obligations of CB under the indenture, guarantee agreement and amended and restated declaration of trust of CB Financial Capital Trust I. (d) Following the Holding Company Merger, subject to the terms and subject to the conditions set forth in of this Agreement and Agreement, in accordance with the DGCL Bank Act and the DLLCANCBCA, at the Second Company Merger Effective Time, the Surviving Corporation Cornerstone Bank shall be merged merge with and into LLC SubProvidence Bank pursuant to the Agreement and Plan of Merger attached hereto as Exhibit A (the “Bank Merger Agreement”). Following Providence Bank shall be the Second Company Merger, surviving bank in the Bank Merger (the “Surviving Bank”) and shall continue its corporate existence under the laws of the State of North Carolina and the separate corporate existence of Cornerstone Bank shall thereupon cease. (e) The articles of incorporation and bylaws of Holdco in effect at the effective time of the Holding Company Merger shall be the articles of incorporation and bylaws of the Surviving Corporation shall ceaseCorporation, following the Holding Company Merger. The directors and LLC Sub shall officers of Holdco immediately prior to the effective time of the Holding Company Merger shall, from and after such time, be the directors and officers of the Surviving Company Corporation, until their successors have been duly elected or appointed and a directqualified or until their earlier death, wholly owned Subsidiary of Parent. Upon the terms and subject to the provisions of this Agreement, as soon as practicable on the Closing Date, the applicable parties hereto shall file a certificate of merger (the “Second Certificate of Merger”) with the Delaware Secretary of State, executed resignation or removal in accordance with the relevant provisions articles of incorporation and bylaws of the DGCL Surviving Corporation. (f) The articles of incorporation and DLLCAbylaws of Providence Bank in effect at the effective time of the Bank Merger shall be the articles of incorporation and bylaws of the Surviving Bank, to effect following the Second Company Bank Merger. The Second Company directors and officers of Providence Bank immediately prior to the effective time of the Bank Merger shall become effective one minute shall, from and after the Effective Time effective time of the Bank Merger, be the directors and officers of the Surviving Bank, until their successors have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the articles of incorporation and bylaws of the Surviving Bank. (g) Notwithstanding any provision herein to the contrary, Holdco may at any time change the Second Company method of effecting the Mergers, or any of them, if and to the extent Holdco deems such change to be desirable; provided, however, that no such change shall (i) alter or change the amount or kind of the Merger becomes effective being Consideration provided for in this Agreement, or (ii) materially impede or delay consummation of the “Second Company Merger Effective Time”)transactions contemplated by this Agreement. In the event of such election by Holdco, which the applicable parties Parties hereto shall specify in the Second Certificate of Mergerexecute one or more appropriate amendments to this Agreement.

The Mergers. (a) At the Holding Company Merger Effective Time, in accordance with the General Corporation Law of the State of Delaware (the "DGCL"), and upon the terms and subject to the conditions set forth in this Agreement, Holdco Sub shall merge with and into the Company, with the Company surviving such Holding Company Merger as a wholly owned subsidiary of Holdco. At the Effective Time, in accordance with the DGCL, and upon the terms and subject to the conditions set forth in this Agreement, Merger Sub shall merge with and into Holdco, with Holdco surviving such Acquisition Merger as a wholly owned subsidiary of Parent. (b) On the Closing Date, (i) the Company shall file the certificate of merger for the Holding Company Merger, executed in accordance with, and containing such information as is required by, the relevant provisions of the DGCL with the Secretary of State of the State of Delaware; and (ii) Holdco shall file the certificate of merger for the Acquisition Merger, executed in accordance with, and containing such information as is required by, the relevant provisions of the DGCL with the Secretary of State of the State of Delaware. The Mergers shall become effective at such time as the certificate of merger for the applicable merger shall have been duly filed with the Secretary of State of the State of Delaware or at such other, later date and time as is agreed between the parties and specified in the applicable certificate of merger in accordance with the relevant provisions of the DGCL (such date and time for the Holding Company Merger is hereinafter referred to as the "Holding Company Merger Effective Time" and such date and time for the Acquisition Merger is hereinafter referred to as the "Effective Time"). The Holding Company Merger Effective Time shall occur prior to the Effective Time. (c) The Mergers shall generally have the effects set forth in the applicable provisions of the DGCL and this Agreement. Without limiting the generality of the foregoing, and subject thereto, from and after the Holding Company Merger Effective Time, all property, rights, privileges, immunities, powers, franchises, licenses and authority of the Company and Holdco Sub shall vest in the Company Surviving Corporation, and all debts, liabilities, obligations, restrictions and duties of each of the Company and Holdco Sub shall become the debts, liabilities, obligations, restrictions and duties of the Company Surviving Corporation. Without limiting the generality of the foregoing, and subject thereto, from and after the Effective Time, all property, rights, privileges, immunities, powers, franchises, licenses and authority of Holdco and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions and duties of each of Holdco and Merger Sub shall become the debts, liabilities, obligations, restrictions and duties of the Surviving Corporation. (d) Upon the terms and subject to the conditions set forth in this Agreement and in accordance with Agreement, the DGCLclosing of the Mergers (the "Closing") shall take place at 10:00 a.m., New York City time, on the later of (i) the three (3)-month anniversary of the date hereof (the "Target Closing Date"), which Target Closing Date may be delayed by Parent on one or more occasions (each, an "Extension Right") to a date that is no later than the first anniversary of the date hereof; provided that if, at any time following the Effective Timeexercise of any Extension Right, Parent Sub shall be merged with and into (A) all conditions precedent set forth in the Company. Following definitive agreement(s) providing for the First Company MergerManagement Business Sale or, if applicable, the separate corporate existence Management Business Distribution (other than those conditions to be satisfied or waived at the closing of Parent Sub the transactions contemplated thereby) shall ceasehave been satisfied or (to the extent permitted by Law) waived, and the Company (B) all Material State Approvals shall continue as the Surviving Corporation and a directhave been obtained, wholly owned Subsidiary of Parent. Upon the terms and subject to the provisions of this Agreement, as soon as practicable on the Closing Date, the applicable parties hereto shall file a certificate of merger (the “First Certificate of Merger”) with the Secretary of State of the State of Delaware (the “Delaware Secretary of State”), executed in accordance with the relevant provisions of the DGCL, to effect the First Company Merger. The First Company Merger shall become effective take place at such time on the Closing Date as second (2nd) Business Day thereafter, and (ii) the applicable parties hereto shall agree in writing and shall specify in second (2nd) Business Day after the First Certificate satisfaction or (to the extent permitted by Law) waiver of Merger (the time the First Company Merger becomes effective being the “Effective Time”). (b) Upon the terms and subject to the conditions set forth in this Agreement and in accordance with the DGCL and the DLLCA, Article VIII (other than those conditions to be satisfied or waived at the Second Company Merger Effective TimeClosing, the Surviving Corporation shall be merged with and into LLC Sub. Following the Second Company Merger, the separate corporate existence of the Surviving Corporation shall cease, and LLC Sub shall be the Surviving Company and a direct, wholly owned Subsidiary of Parent. Upon the terms and but subject to the provisions satisfaction or waiver of this Agreement, such conditions at Closing) or such other date and time as soon as practicable on agreed to in writing by Parent and the Closing Date, the applicable parties hereto shall file a certificate of merger (the “Second Certificate of Merger”) with the Delaware Secretary of State, executed in accordance with the relevant provisions of the DGCL and DLLCA, to effect the Second Company Merger. The Second Company Merger shall become effective one minute after the Effective Time (the time the Second Company Merger becomes effective being the “Second Company Merger Effective Time”), which the applicable parties hereto shall specify in the Second Certificate of MergerCompany.

The Mergers. (a) Upon Subject to the terms and subject to the conditions set forth in this Agreement Agreement, upon performance of all of the covenants of the parties hereto and in accordance with fulfillment or waiver (to the DGCLextent waiver is permitted by law) of all of the conditions contained herein, at on the Effective Time, Parent Sub Closing Date: (a) Mergersub shall be merged with and into the Company. Following the First Company Merger, the separate corporate existence of Parent Sub shall cease, and the Company shall continue as the Surviving Corporation and a direct, wholly owned Subsidiary of Parent. Upon Seller under Delaware law on the terms and subject to the provisions conditions set forth in a Plan of this Agreement, as soon as practicable on the Closing Date, the applicable parties hereto shall file a certificate of merger Merger (Acquisition) (the “First Certificate of Acquisition Merger”). The Plan of Merger (Acquisition) and Articles of Merger (Acquisition) shall be filed with the Secretary of State of the State of Delaware (the “Delaware Secretary of State”), executed in accordance with the relevant provisions of the DGCL, to effect the First Company Merger. The First Company Acquisition Merger shall become effective at (the date and time of such filing or such date and time on the Closing Date as the applicable parties hereto shall agree in writing and shall specify is specified in the First Certificate Articles of Merger (the time the First Company Merger becomes effective being Acquisition) are referred to herein as the “Effective Time”). (b) Upon As of the terms Effective Time each outstanding share of Seller Common Stock shall be converted into the right to receive consideration in the form and subject to the conditions set forth in this Agreement and amount determined in accordance with Section 1.4. Dissenting Shares shall be subject to Section 1.4(f) hereof. The Seller shall be the DGCL surviving corporation in the Acquisition Merger, and shall thereby become a wholly-owned subsidiary of the DLLCA, at Company. (c) Immediately after the Second Company Merger Effective Time, the Surviving Corporation Seller shall be merged with and into LLC Subthe Company under Wisconsin and Delaware law on the terms and conditions set forth in a Plan of Merger (Secondary) (the “Secondary Merger”). Following The Plan of Merger (Secondary) and Articles of Merger (Secondary) shall be filed with the Second Company Merger, Wisconsin Department of Financial Institutions (“DFI”) and the separate corporate existence Secretary of State of the Surviving Corporation shall cease, State of Delaware to effect the Secondary Merger (the date and LLC Sub time of such filing or such date and time as is specified in the Articles of Merger (Secondary) are referred to herein as the “Secondary Effective Time”). (d) The Company shall be the Surviving surviving corporation in the Secondary Merger. The articles of incorporation and bylaws of the Company and a direct, wholly owned Subsidiary of Parent. Upon the terms and subject in effect immediately prior to the provisions Secondary Effective Time shall be the articles of this Agreementincorporation and bylaws of the surviving corporation. The directors of the Company immediately prior to the Secondary Effective Time shall be the directors of the surviving corporation, as soon as practicable on the Closing Date, the applicable parties hereto shall file a certificate of merger (the “Second Certificate of Merger”) with the Delaware Secretary of State, executed each to hold office in accordance with the relevant provisions articles of incorporation and bylaws of the DGCL surviving corporation and DLLCAto be assigned to the class previously assigned. At the Secondary Effective Time, the officers of the Company immediately prior to effect the Second Secondary Effective Time, shall be the officers of the surviving corporation, in each case until their respective successors are duly elected or appointed. (e) As of the Secondary Effective Time, each share of Company Merger. The Second Company common stock outstanding immediately prior to the Secondary Merger shall become effective remain outstanding and shall be deemed to be one minute after share of the Effective Time common stock of the surviving corporation. (f) The Acquisition Merger and the time the Second Company Secondary Merger becomes effective being are referred to herein collectively as the “Second Company Merger Effective TimeMergers.”), which the applicable parties hereto shall specify in the Second Certificate of Merger.

The Mergers. (a) Upon the terms and subject to the conditions set forth in this Agreement and in accordance with the DGCL, at the Effective Time, Parent Sub shall be merged with and into the Company. Following the First Company MergerClosing, the separate corporate existence of Parent Sub Parties shall cease, and cause the Company shall continue as the Surviving Corporation and a direct, wholly owned Subsidiary of Parent. Upon the terms and subject Reverse Merger to the provisions of this Agreement, as soon as practicable on the Closing Date, the applicable parties hereto shall file a certificate of merger (the “First Certificate of Merger”) be consummated by filing with the Secretary of State of the State of Delaware a certificate of merger in the form attached hereto as Exhibit D (the “Delaware Secretary Certificate of StateReverse Merger”), executed in accordance with the relevant provisions of the DGCL, and shall make all other filings or recordings required under the DGCL in order to effect consummate the First Company Reverse Merger. The First Company Reverse Merger shall become effective at such time on the Closing Date as the applicable parties hereto shall agree in writing and shall specify in the First Certificate of Merger (the time the First Company Certificate of Reverse Merger becomes effective being is filed with the Secretary of State of the State of Delaware (the “Effective Time”). (b) Upon . At the terms and subject to the conditions set forth in this Agreement and in accordance with the DGCL and the DLLCA, at the Second Company Merger Effective Time, the Surviving Corporation Merger Sub A shall be merged with and into LLC Sub. Following the Second Company MergerCompany, and the separate corporate existence of the Surviving Corporation Merger Sub A shall thereupon cease, and LLC Sub the Company shall be continue as the Surviving Company surviving corporation and a direct, wholly owned Subsidiary of Parent. Upon Promptly after the terms Closing, and subject to the provisions of this Agreement, as soon as practicable in all cases on the Closing Date, Parent shall cause the applicable parties hereto shall file Forward Merger to be consummated by filing with the Secretary of State of the State of Delaware a certificate of merger in the form attached hereto as Exhibit E (the “Second Certificate of Forward Merger” and, together with the Certificate of Reverse Merger, the “Certificates of Merger”) with the Delaware Secretary of State), executed in accordance with the relevant provisions of the DGCL and DLLCA, and shall make all other filings or recordings required under the DLLCA in order to effect consummate the Second Company Forward Merger. The Second Company Forward Merger shall become effective one minute after the Effective Time (at the time the Second Certificate of Forward Merger is filed with the Secretary of State of the State of Delaware. At the effective time of the Forward Merger, Parent shall cause the Company to merge with and into Merger becomes effective being Sub B in accordance with the DLLCA, whereupon the separate existence of the Company shall cease, and Merger Sub B will be the Surviving Company. The surviving company after the Forward Merger is sometimes referred to hereinafter as the “Second Company Merger Effective TimeSurviving Company.”), which the applicable parties hereto shall specify in the Second Certificate of Merger.

The Mergers. (a) Upon At the Closing, upon the terms and subject to the conditions set forth in this Agreement and in accordance with the DGCL, at the Effective Time, Parent Sub shall be merged with and into the Company. Following the First Company Merger, the separate corporate existence of Parent Sub shall cease, and the Company shall continue as the Surviving Corporation and a direct, wholly owned Subsidiary of Parent. Upon the terms and subject to the provisions of this Agreement, as soon as practicable on the Closing Datefollowing transactions shall occur: (a) Merger Sub 1 and GP shall duly prepare, the applicable parties hereto shall file execute and acknowledge a certificate of merger (the “First GP Certificate of Merger”) in accordance with Section 18-209 of the LLC Act that shall be filed with the Secretary of State of the State of Delaware (the “Delaware Secretary of State”), executed in accordance with the relevant provisions of the DGCL, to effect the First Company Merger. The First Company Merger shall become effective at such time on the Closing Date as the applicable parties hereto shall agree in writing and shall specify in the First Certificate of Merger (the time the First Company Merger becomes effective being the “Effective Time”). (b) Upon the terms and subject to the conditions set forth in this Agreement and in accordance with the DGCL provisions of the LLC Act. The GP Merger shall become effective upon the filing of the GP Certificate of Merger (or at such later time set forth in the GP Certificate of Merger as shall be determined by the Sellers’ Representative). The date and time when the DLLCAGP Merger shall become effective is hereinafter referred to as the “GP Effective Time”. In accordance with the LLC Act, at the Second Company Merger GP Effective Time, the Surviving Corporation Merger Sub 1 shall be merged with and into LLC Sub. Following the Second Company MergerGP, and the separate corporate existence of the Surviving Corporation Merger Sub 1 shall cease, and GP shall continue as the surviving limited liability company under the Laws of the State of Delaware (the “Surviving GP”). From and after the GP Effective Time, the GP Merger shall have the effects set forth in Section 18-209(g) of the LLC Act. Without limiting the generality of the foregoing, and subject thereto, at the GP Effective Time, all the properties, rights, privileges, powers and franchises of GP and Merger Sub 1 shall be vest in the Surviving Company GP, and a directall debts, wholly owned Subsidiary Liabilities, obligations and duties of Parent. Upon the terms GP and subject to Merger Sub 1 shall become debts, Liabilities, obligations and duties of the provisions of this AgreementSurviving GP. (b) Merger Sub 2 and the Partnership shall duly prepare, as soon as practicable on the Closing Date, the applicable parties hereto shall file execute and acknowledge a certificate of merger (the “Second Partnership Certificate of Merger”) , collectively with the Delaware GP Certificate of Merger, the “Certificates of Merger”) in accordance with Section 17-211 of the LP Act that shall be filed with the Secretary of State, executed State of the State of Delaware at such time and in accordance with the relevant provisions of the DGCL and DLLCA, to effect the Second Company MergerLP Act. The Second Company Partnership Merger shall become effective one minute after upon the Effective Time filing of the Partnership Certificate of Merger (or at such later time set forth in the Partnership Certificate of Merger as shall be determined by the Sellers’ Representative). The date and time when the Second Company Partnership Merger becomes shall become effective being is hereinafter referred to as the “Second Company Merger Partnership Effective Time”. In accordance with the LP Act, at the Partnership Effective Time, Merger Sub 2 shall be merged with and into the Partnership, and the separate existence of Merger Sub 2 shall cease, and the Partnership shall continue as the surviving limited partnership under the Laws of the State of Delaware (the “Surviving Partnership”). From and after the Partnership Effective Time, which the applicable parties hereto Partnership Merger shall specify have the effects set forth in Section 17211(h) of the LP Act. Without limiting the generality of the foregoing, and subject thereto, at the Partnership Effective Time, all the properties, rights, privileges, powers and franchises of the Partnership and Merger Sub 2 shall vest in the Second Certificate Surviving Partnership, and all debts, Liabilities, obligations and duties of Mergerthe Partnership and Merger Sub 2 shall become debts, Liabilities, obligations and duties of the Surviving Partnership.

The Mergers. (a) Upon At the Effective Time, upon the terms and subject to the conditions set forth in this Agreement Agreement, Acquiror, First Merger Sub and in accordance with the DGCL, at Company (First Merger Sub and the Effective Time, Parent Company sometimes being referred to herein as the “First Merger Constituent Corporations”) shall cause First Merger Sub shall to be merged with and into the Company. Following the First Company Merger, the separate corporate existence of Parent Sub shall cease, and with the Company shall continue as being the Surviving Corporation in the First Merger. The First Merger shall be consummated in accordance with this Agreement and a direct, wholly owned Subsidiary of Parent. Upon the terms and subject to the provisions of this Agreement, as soon as practicable on the Closing Date, the applicable parties hereto shall file be evidenced by a certificate of merger with respect to the First Merger (as so filed, the “First Certificate of Merger”) with the Secretary of State of the State of Delaware (the “Delaware Secretary of StateMerger Certificate”), executed by the First Merger Constituent Corporations in accordance with the relevant provisions of the DGCL, such First Merger to effect be effective as of the First Effective Time (provided that references to the Company Merger. The First Company Merger for periods after the Effective Time until the Second Effective Time shall become effective at such time on include the Closing Date as the applicable parties hereto shall agree in writing and shall specify in the First Certificate of Merger (the time the First Company Merger becomes effective being the “Effective Time”Surviving Corporation). (b) Upon At the Second Effective Time, upon the terms and subject to the conditions set forth in this Agreement Agreement, Acquiror, Second Merger Sub and in accordance with the DGCL and the DLLCA, at the Second Company Merger Effective Time, the Surviving Corporation (Second Merger Sub and the Surviving Corporation sometimes being referred to herein as the “Second Merger Constituent Companies”) shall cause the Surviving Corporation to be merged with and into LLC Second Merger Sub. Following , with Second Merger Sub being the Surviving Entity in the Second Merger. The Second Merger shall be consummated in accordance with this Agreement and shall be evidenced by a certificate of merger with respect to the Second Merger (as so filed, the “Second Merger Certificate”), executed by the Second Merger Constituent Companies in accordance with the relevant provisions of the DLLCA, such Second Merger to be effective as of the Second Effective Time (provided that references to the Company or the Surviving Corporation for periods after the Second Effective Time shall include the Surviving Entity). (c) Upon consummation of the First Merger, the separate corporate existence of First Merger Sub shall cease and the Company, as the “Surviving Corporation”, shall continue its corporate existence under the DGCL, as a wholly owned Subsidiary of Acquiror. (d) Upon consummation of the Second Merger, the separate corporate existence of the Surviving Corporation shall ceasecease and Second Merger Sub, and LLC Sub shall be as the Surviving Company and Entity, shall continue its company existence under the DLLCA, as a direct, wholly owned Subsidiary of Parent. Upon the terms and subject to the provisions of this Agreement, as soon as practicable on the Closing Date, the applicable parties hereto shall file a certificate of merger (the “Second Certificate of Merger”) with the Delaware Secretary of State, executed in accordance with the relevant provisions of the DGCL and DLLCA, to effect the Second Company Merger. The Second Company Merger shall become effective one minute after the Effective Time (the time the Second Company Merger becomes effective being the “Second Company Merger Effective Time”), which the applicable parties hereto shall specify in the Second Certificate of MergerAcquiror.

The Mergers. (a) Upon the terms and subject to the terms and conditions set forth in this Agreement and in accordance with the DGCL, Agreement: (a) at the Effective Timeapplicable effective time of each Blocker Merger, Parent Sub the applicable Blocker Mergersub shall be merged with and into the applicable Blocker as set forth on Schedule 1, with the applicable Blocker being the surviving company in the applicable Blocker Merger (each Blocker, as the surviving corporation after the applicable Blocker Merger, is sometimes referred to herein as the “Surviving Blocker Company”) and a wholly owned subsidiary of Parent; and (b) the Acquisition Subsidiary shall merge with and into the Company at the Effective Time (as defined below). Following From and after the First Company MergerEffective Time, the separate corporate existence of Parent Sub the Acquisition Subsidiary shall cease, cease and the Company shall continue as the surviving limited liability company in the Merger (the “Surviving Corporation and a direct, wholly owned Subsidiary of ParentCompany”). Upon Each “Blocker Effective Time” shall be the terms and subject to the provisions of this Agreement, as soon as practicable on the Closing Date, the applicable parties hereto shall file time at which a certificate of merger merger, in proper form and duly executed, reflecting the applicable Blocker Merger (the each, a “First Blocker Certificate of Merger”) pursuant to Section 251 of the Delaware General Corporation Law (the “DGCL”) is filed with and accepted by the Secretary of State of the State of Delaware. The “Effective Time” shall be the time at which a certificate of merger in proper form and duly executed, reflecting the Merger (the “Certificate of Merger”) pursuant to Section 209 of the Limited Liability Company Act of the State of Delaware (the “Delaware DLLCA”) is filed with and accepted by the Secretary of State”), executed State of the State of Delaware. The Blocker Mergers shall have the effects set forth herein and in accordance with the relevant applicable provisions of the DGCL, to effect the First Company Merger. The First Company Merger shall become effective at such time on have the Closing Date as effects set forth herein and in the applicable parties hereto provisions of the DLLCA. Without limiting the generality of the foregoing, and subject thereto, at each Blocker Effective Time, except as provided herein, all the property, rights, privileges, powers and franchises of each Blocker and each Blocker Mergersub shall agree in writing and shall specify vest in the First Certificate applicable Surviving Blocker Company, and all debts, liabilities and duties of Merger (each applicable Blocker and applicable Blocker Mergersub shall become the time debts, liabilities and duties of the First Company Merger becomes effective being applicable Surviving Blocker Company. Without limiting the “generality of the foregoing, and subject thereto, at the Effective Time”). (b) Upon , except as provided herein, all the terms property, rights, privileges, powers and subject franchises of the Company and the Acquisition Subsidiary shall vest in the Surviving Company, and all debts, liabilities and duties of the Company and Acquisition Subsidiary shall become the debts, liabilities and duties of the Surviving Company. The Parent, the Company, each Blocker, each Blocker Holder and each Blocker Mergersub, respectively, shall each use its best efforts to take all such action as may be necessary or appropriate to effectuate the conditions set forth in this Agreement and applicable Blocker Merger in accordance with the DGCL at the applicable Blocker Effective Time. The Parent, the Company and the DLLCAAcquisition Subsidiary, at respectively, shall each use its best efforts to take all such action as may be necessary or appropriate to effectuate the Second Company Merger Effective Time, the Surviving Corporation shall be merged with and into LLC Sub. Following the Second Company Merger, the separate corporate existence of the Surviving Corporation shall cease, and LLC Sub shall be the Surviving Company and a direct, wholly owned Subsidiary of Parent. Upon the terms and subject to the provisions of this Agreement, as soon as practicable on the Closing Date, the applicable parties hereto shall file a certificate of merger (the “Second Certificate of Merger”) with the Delaware Secretary of State, executed in accordance with the relevant provisions DLLCA at the Effective Time. If at any time after any Blocker Effective Time or the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement and to vest the applicable Surviving Blocker Company or the Surviving Company with full right, title and possession to all properties, rights, privileges, immunities, powers and franchises of either the applicable Blocker, the applicable Blocker Mergersub, the Company or the Acquisition Subsidiary, the officers of the DGCL and DLLCASurviving Blocker Company or Surviving Company, to effect the Second Company Merger. The Second Company Merger shall become effective one minute after the Effective Time (the time the Second Company Merger becomes effective being the “Second Company Merger Effective Time”)as applicable, which the applicable parties hereto shall specify are fully authorized in the Second Certificate name of MergerParties or otherwise to take, and shall take, all such lawful and necessary action.