Common use of Treatment of Capital Stock Clause in Contracts

Treatment of Capital Stock. (i) Each share of Common Stock issued and outstanding immediately prior to the Effective Time (excluding Canceled Shares, Converted Shares and Dissenting Shares) and all rights in respect thereof, shall, by virtue of the Merger, be converted into the right to receive $9.80 in cash, without interest (the “Merger Consideration”), and such shares shall otherwise cease to be outstanding, shall automatically be canceled and retired and cease to exist, and each holder of Book-Entry Shares that immediately prior to the Effective Time represented any such shares of Common Stock shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration. (ii) Each share of Common Stock and Preferred Stock held by the Company as treasury stock or held by Parent or Merger Sub, in each case, immediately prior to the Effective Time (the “Canceled Shares”), shall be canceled and retired without any conversion thereof, and no payment or distribution shall be made with respect thereto. (iii) Each share of Common Stock and Preferred Stock held by any direct or indirect Subsidiary of Parent (other than Merger Sub) or the Company (other than any such shares of Common Stock or Preferred Stock held on behalf of third parties) immediately prior to the Effective Time (the “Converted Shares”) shall be converted into such number of shares of common stock of the Surviving Corporation so as to maintain relative ownership percentages. (iv) Each share of Preferred Stock issued and outstanding immediately prior to the Effective Time (excluding Canceled Shares and Converted Shares) and all rights in respect of, shall, by virtue of the Merger, be converted into the right to receive the consideration contemplated by (A) in the case of Series A Preferred Stock, Section 8(b) of the Series A Certificate of Designation, (B) in the case of Series A-1 Preferred Stock, Section 8(b) of the Series A-1 Certificate of Designation; and (C) in the case of any other series of Preferred Stock, Section 8(b) of the applicable Certificate of Designation for such series of Preferred Stock (each of the foregoing, “Preferred Stock Merger Consideration”), in each case without interest, and such shares shall otherwise cease to be outstanding, shall automatically be canceled and retired and cease to exist, and each holder of Book-Entry Shares or Certificated Shares that immediately prior to the Effective Time represented any such shares of Preferred Stock shall cease to have any rights with respect thereto, except the right to receive the applicable Preferred Stock Merger Consideration.

Treatment of Capital Stock. (a) At the Effective Time, by virtue of the Merger and without any action on the part of the Company, Merger Sub, Parent or the Stockholders or holders of any of shares of capital stock of Parent or Merger Sub: (i) Each share of Common Stock each Share issued and outstanding immediately prior to the Effective Time (excluding Canceled Shares, Converted other than any Shares to be canceled pursuant to Section 2.1(a)(ii) and any Dissenting Shares) and all rights in respect thereof, shall, by virtue of the Merger, shall be converted into the right to receive $9.80 11.00 cash in cash, without interest U.S. dollars (the “Merger Consideration”), payable, without interest, to the holder of such Share, less applicable withholding taxes, if any, required to be withheld pursuant to Section 2.4(b); (ii) except as provided in Section 2.1(a)(iii), each Share held in the treasury of the Company and such shares each Share owned by Merger Sub, Parent or any direct or indirect subsidiary of Parent or of the Company immediately prior to the Effective Time shall otherwise be canceled without any conversion thereof and shall cease to exist, and no consideration shall be outstandingpaid or delivered with respect thereto; (iii) each Share owned by any wholly owned subsidiary of the Company immediately prior to the Effective Time shall remain outstanding following the Effective Time and no Merger Consideration shall be delivered with respect to such Shares; and (iv) each share of common stock, par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation. (b) At the Effective Time, all Shares converted pursuant to Section 2.1(a) shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each holder of Book-Entry such Shares that immediately prior to the Effective Time represented any such shares of Common Stock shall cease to have any rights with respect thereto, except the right to receive the Merger ConsiderationConsideration paid in consideration therefor upon surrender or transfer of such Shares in accordance with Section 2.4. (iic) Each share of Common Stock and Preferred Stock held by the Company as treasury stock On or held by Parent or Merger Sub, in each case, immediately prior to the Effective Time (the “Canceled Shares”)Time, shall be canceled and retired without any conversion thereof, and no payment or distribution shall be made with respect thereto. (iii) Each share of Common Stock and Preferred Stock held by any direct or indirect Subsidiary of Parent (other than Merger Sub) or the Company (other than any such shares of Common Stock or Preferred Stock held on behalf of third parties) immediately prior to the Effective Time (the “Converted Shares”) shall be converted into such number of shares of common stock of the Surviving Corporation so as to maintain relative ownership percentages. (iv) Each share of Preferred Stock each issued and outstanding immediately prior to the Effective Time (excluding Canceled Shares and Converted Shares) and all rights in respect of, shall, by virtue share of the Merger, be converted into the right to receive the consideration contemplated by (A) in the case of Series A Preferred Stock, Section 8(b) of the Series A Certificate of Designation, (B) in the case of Series A-1 Preferred Stock, Section 8(b) of the Series A-1 Certificate of Designation; and (C) in the case of any other series of Preferred Stock, Section 8(b) of the applicable Certificate of Designation for such series of Preferred Stock (each of the foregoing, “Preferred Stock Merger Consideration”), in each case without interest, and such shares shall otherwise cease to be outstanding, shall automatically be canceled and retired and cease to exist, and each holder of Book-Entry Shares or Certificated Shares that immediately prior to the Effective Time represented any such shares of Company Preferred Stock shall cease to have any rights be redeemed by the Company in accordance with respect thereto, except the right to receive the applicable Preferred Stock Merger Considerationterms thereof.

Treatment of Capital Stock. (ia) Each At the Effective Time, by virtue of the Merger and without any action on the part of the holders of any securities of Merger Subsidiary or the Company, each share of the Company Common Stock or Company Preferred Stock that is owned by the Company immediately prior to the Effective Time shall cease to exist and shall automatically be canceled and retired without any conversion thereof or payment of any consideration therefor. (b) At the Effective Time, by virtue of the Merger and without any action on the part of the holders of any securities of Merger Subsidiary or the Company, each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (excluding Canceled Sharesother than any shares of Company Common Stock cancelled pursuant to Section 3.1(a)) shall be canceled and extinguished and shall be converted automatically into the right to receive, Converted Shares as provided herein, each of the following (collectively, “Common Merger Consideration”), without interest: (i) an amount equal to the Closing Common Per Share Price minus, if applicable, with respect to shares of restricted stock, any applicable withholding taxes; (ii) an amount equal to the quotient of (A) one-half of the portion of the amount payable to the Securityholders under Section 4.3 divided by (B) Total Common-Only Equivalents, and Dissenting Sharesan amount equal to the quotient of (C) one-half of the portion of the amount payable to the Securityholders under Section 4.4 divided by (D) Total Common-Only Equivalents, in each case when, as and all rights if such amounts are payable; (iii) until such time as the Minimum Common Return is achieved, an amount equal to the quotient of (A) any Contingent Consideration payable in respect thereofaccordance with Section 5.1 up to the achievement of the Minimum Common Return divided by (B) Total Common-Only Equivalents, shallwhen, as and if such amount is payable; (iv) after the achievement of the Minimum Common Return, an amount equal to the quotient of (A) one-half of the balance of any Contingent Consideration payable in accordance with Section 5.1 that is not applied to the Minimum Common Return divided by (B) Total Common-Only Equivalents, when, as and if such amount is payable; and (v) an amount equal to the quotient of (A) one-half of any distribution to the Securityholders pursuant to the Escrow Agreement, when, as and if such amount is payable, divided by (B) the Total Common-Only Equivalents. All shares of Company Common Stock held by a single holder shall be aggregated together for the purpose of determining the amount of Common Merger Consideration payable pursuant to this Section 3.1(b) to such holder, with any such amount being rounded to the nearest cent (with one-half being rounded up). (c) At the Effective Time, by virtue of the MergerMerger and without any action on the part of the holders of any securities of Merger Subsidiary or the Company, be converted into the right to receive $9.80 in cash, without interest (the “Merger Consideration”), and such shares shall otherwise cease to be outstanding, shall automatically be canceled and retired and cease to exist, and each holder of Book-Entry Shares that immediately prior to the Effective Time represented any such shares of Common Stock shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration. (ii) Each share of Common Stock and Preferred Stock held by the Company as treasury stock or held by Parent or Merger Sub, in each case, immediately prior to the Effective Time (the “Canceled Shares”), shall be canceled and retired without any conversion thereof, and no payment or distribution shall be made with respect thereto. (iii) Each share of Common Stock and Preferred Stock held by any direct or indirect Subsidiary of Parent (other than Merger Sub) or the Company (other than any such shares of Common Stock or Preferred Stock held on behalf of third parties) immediately prior to the Effective Time (the “Converted Shares”) shall be converted into such number of shares of common stock of the Surviving Corporation so as to maintain relative ownership percentages. (iv) Each share of Preferred Stock issued and outstanding immediately prior to the Effective Time (excluding Canceled Shares other than any shares of Company Preferred Stock cancelled pursuant to Section 3.1(a)) shall be canceled and Converted Shares) extinguished and all rights in respect ofshall be converted automatically into the right to receive, shallas provided herein, by virtue each of the Mergerfollowing (collectively, “Preferred Merger Consideration”), without interest: (i) an amount equal to the quotient of (A) the Minimum Preferred Return divided by (B) the Total Preferred; (ii) an amount equal to the quotient of (A) one-half of the portion of the amount payable to the Securityholders under Section 4.3 divided by (B) the Total Preferred, and an amount equal to the quotient of (C) one-half of the portion of the amount payable to the Securityholders under Section 4.4 divided by (D) the Total Preferred, in each case when, as and if such amounts are payable; (iii) after the achievement of the Minimum Common Return, an amount equal to the quotient of (A) one-half of the balance of any Contingent Consideration payable in accordance with Section 5.1 that is not applied to the Minimum Common Return divided by (B) the Total Preferred, when, as and if such amount is payable; and (iv) an amount equal to the quotient of (A) one-half of any distribution to the Securityholders pursuant to the Escrow Agreement, when, as and if such amount is payable, divided by (B) the Total Preferred. All shares of Company Preferred Stock held by a single holder shall be aggregated together for the purpose of determining the amount of Preferred Merger Consideration payable pursuant to this Section 3.1(c) to such holder, with any such amount being rounded to the nearest cent (with one-half being rounded up). (d) Purchaser will not assume or substitute for any Option and, accordingly, in lieu thereof, at the Effective Time, without the need for any action on the part of the holder thereof, each Option shall terminate in accordance with the terms of the Company Stock Plan, and if, and only if, any Option is vested with an exercise price per share less than the implied purchase price for a share of Company Common Stock at the Effective Time (each, a “Cashed-Out Option”), each such vested Option shall be converted automatically into the right to receive the consideration contemplated by (A) in the case with respect to each share of Series A Preferred StockCompany Common Stock issuable upon exercise of each such vested Option, Section 8(b) of the Series A Certificate of Designationas provided herein, (B) in the case of Series A-1 Preferred Stock, Section 8(b) of the Series A-1 Certificate of Designation; and (C) in the case of any other series of Preferred Stock, Section 8(b) of the applicable Certificate of Designation for such series of Preferred Stock (each of the foregoingfollowing (collectively, “Preferred Stock Option Merger Consideration”), without interest: (i) an amount equal to (A) (I) the Closing Common Per Share Price, minus (II) the exercise price that would be paid to the Company in respect of each share of Company Common Stock issuable upon exercise of such vested Option as of immediately prior to the Effective Time, had such vested Option been exercised in full (and assuming payment in full of the exercise price of such vested Option solely in cash) immediately prior to the Effective Time in accordance with the terms of the applicable option agreement with the Company pursuant to which such vested Option was issued minus (B) any applicable withholding taxes; (ii) an amount equal to the quotient of (A) one-half of the portion of the amount payable to the Securityholders under Section 4.3 divided by (B) Total Common-Only Equivalents, and an amount equal to the quotient of (C) one-half of the portion of the amount payable to the Securityholders under Section 4.4 divided by (D) Total Common-Only Equivalents, in each case when, as and if such amounts are payable; (iii) until such time as the Minimum Common Return is achieved, an amount equal to the quotient of (A) any Contingent Consideration payable in accordance with Section 5.1 up to the achievement of the Minimum Common Return by (B) Total Common-Only Equivalents, when, as and if such amount is payable; (iv) after the achievement of the Minimum Common Return, an amount equal to the quotient of (A) one-half of the balance of any Contingent Consideration payable in accordance with Section 5.1 that is not applied to the Minimum Common Return divided by (B) Total Common-Only Equivalents, when, as and if such amount is payable; and (v) an amount equal to the quotient of (A) one-half of any distribution to the Securityholders pursuant to the Escrow Agreement, when, as and if such amount is payable, divided by (B) the Total Common-Only Equivalents. All shares of Company Common Stock issuable upon exercise of all vested Options held by a single holder shall be aggregated together for the purpose of determining the amount of Option Merger Consideration payable pursuant to this Section 3.1(d) to such holder, with any such amount being rounded to the nearest cent (with one-half being rounded up). (e) At the Effective Time, and pursuant to the Warrant Surrender Agreement with the holder of the Specified Warrant, the holder of the Specified Warrant shall be entitled to receive from the Purchaser on behalf of Surviving Corporation with respect to the each share of Company Common Stock issuable upon exercise of the Specified Warrant, as provided herein (the “Specified Warrant Consideration” and together with the Common Merger Consideration, the Preferred Merger Consideration and the Option Merger Consideration (the “Merger Consideration”), without interest: (i) an amount equal to (A) the Closing Common Per Share Price, minus (B) the exercise price that would be paid to the Company in respect of such share of Company Common Stock issuable upon exercise of the Specified Warrant, had such Warrant been exercised in full immediately prior to the Effective Time; (ii) an amount equal to the quotient of (A) one-half of the portion of the amount payable to the Securityholders under Section 4.3 divided by (B) Total Common-Only Equivalents, and an amount equal to the quotient of (C) one-half of the portion of the amount payable to the Securityholders under Section 4.4 divided by (D) Total Common-Only Equivalents, in each case when, as and if such amounts are payable; (iii) until such time as the Minimum Common Return is achieved, an amount equal to the quotient of (A) any Contingent Consideration payable in accordance with Section 5.1 up to the achievement of the Minimum Common Return by (B) Total Common-Only Equivalents, when, as and if such amount is payable; (iv) after the achievement of the Minimum Common Return, an amount equal to the quotient of (A) one-half of the balance of any Contingent Consideration payable in accordance with Section 5.1 that is not applied to the Minimum Common Return divided by (B) Total Common-Only Equivalents, when, as and if such amount is payable; and (v) an amount equal to the quotient of (A) one-half of any distribution to the Securityholders pursuant to the Escrow Agreement, when, as and if such amount is payable, divided by (B) the Total Common-Only Equivalents. All shares of Company Common Stock issuable upon exercise of the Specified Warrant shall otherwise be aggregated together for the purpose of determining the amount of Specified Warrant Consideration payable pursuant to this Section 3.1(e) to such holder, with any such amount being rounded to the nearest cent (with one-half being rounded up) (f) Upon conversion thereof as described in this Section 3.1, each Company Share shall cease to be outstanding, exist and shall automatically be canceled and retired and cease to exist, and each holder of Book-Entry Shares or Certificated Shares that immediately prior to the Effective Time represented any a Certificate representing such shares of Preferred Stock Company Share shall cease to have any rights with respect thereto, except thereto other than the right to receive the applicable Preferred Stock Merger Consideration, without interest, upon surrender of such Certificate pursuant to Section 3.2. (g) Each share of capital stock of Merger Subsidiary that is issued and outstanding immediately prior to the Effective Time shall be converted into and become one validly issued, fully paid and non-assessable share of common stock of the Surviving Corporation with the same rights, powers and privileges as the shares so converted and shall constitute the only outstanding shares of capital stock of the Surviving Corporation. From and after the Effective Time, all certificates representing the capital stock of Merger Subsidiary shall be deemed for all purposes to represent the number of shares of common stock of the Surviving Corporation into which they were converted in accordance with the immediately preceding sentence.

Treatment of Capital Stock. (i) Each 4.1 At the Effective Time, each share of Common Stock of AMGAS-DE, par value $0.0001 per share, issued and outstanding immediately prior to the Effective Time (the “AMGAS-DE Common Stock”) shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into one (1) fully-paid and nonassessable newly issued share of common stock, par value $0.0001 per share, of AMGAS-NV (the “AMGAS-NV Common Stock”), and (ii) each outstanding share of AMGAS-NV Common Stock held by AMGAS-DE immediately prior to the Merger shall be retired and canceled. Certificates representing shares of AMGAS-DE Common Stock will represent shares of AMGAS-NV Common Stock, and upon surrender of the same to the transfer agent for AMGAS-DE, who shall continue to serve as the transfer agent for AMGAS-NV, the holder thereof shall be entitled to receive, in exchange therefor, a certificate or certificates representing the equivalent number shares of AMGAS-NV Common Stock into which the AMGAS-DE Common Stock has been converted. 4.2 At the Effective Time, each share of Preferred Stock of AMGAS-DE, par value $0.0001 per share, issued and outstanding immediately prior to the Effective Time (the “AMGAS-DE Preferred Stock”) shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into one (1) fully-paid and nonassessable newly-issued share of common stock, par value $0.0001 per share, of AMGAS-NV (the “AMGAS-NV Preferred Stock”), and (ii) each outstanding share of AMGAS-NV Preferred Stock held by AMGAS-DE immediately prior to the Merger shall be retired and canceled. Certificates representing shares of AMGAS-DE Preferred Stock will represent shares of AMGAS-NV Preferred Stock, and upon surrender of the same to the transfer agent for AMGAS-DE, who shall continue to serve as the transfer agent for AMGAS-NV, the holder thereof shall be entitled to receive, in exchange therefor, a certificate or certificates representing the equivalent number shares of AMGAS-NV Preferred Stock into which the AMGAS-DE Preferred Stock has been converted. 4.3 At the Effective Time, each option and right to acquire AMGAS-DE Common Stock, and each warrant or other right to purchase AMGAS-DE Common Stock issued and outstanding immediately prior to the Effective Time (excluding Canceled Sharestogether, Converted Shares the “AMGAS-DE Options, Warrants and Dissenting Shares) and all rights in respect thereofRights”), shall, by virtue of the MergerMerger and without any action on the part of the holder thereof, be converted into equivalent options, warrants and rights to purchase the right number of shares of AMGAS-NV Common Stock on a one-for-one basis including at the same exercise, conversion or strike price of such converted options, warrants and rights. 4.4 At the Effective Time, all rights with respect to receive $9.80 in cashthe AMGAS-DE Common Stock, without interest (the “Merger Consideration”)AMGAS-DE Preferred Stock and the AMGAS-DE Options, Warrants and Rights shall cease and terminate, and such shares the AMGAS-DE Common Stock, the AMGAS-DE Preferred Stock and the AMGAS-DE Options, Warrants and Rights shall otherwise cease no longer be deemed to be outstanding, shall automatically be canceled and retired and cease to existwhether or not the certificate(s), and each holder of Book-Entry Shares that immediately prior to if any, representing such stock have been surrendered. 4.5 At the Effective Time represented any such shares of Common Stock shall cease to have any rights with respect theretoTime, except the right to receive the Merger Consideration. (ii) Each each share of Common Stock and Preferred Stock held by the Company as treasury stock or held by Parent or Merger Sub, in each case, immediately prior to the Effective Time (the “Canceled Shares”), shall be canceled and retired without any conversion thereof, and no payment or distribution shall be made with respect thereto. (iii) Each share of Common Stock and Preferred Stock held by any direct or indirect Subsidiary of Parent (other than Merger Sub) or the Company (other than any such shares of Common Stock or Preferred Stock held on behalf of third parties) immediately prior to the Effective Time (the “Converted Shares”) shall be converted into such number of shares of common capital stock of the Surviving Corporation so as to maintain relative ownership percentages. (iv) Each share of Preferred Stock AMGAS-NV issued and outstanding immediately prior to the Effective Time (excluding Canceled Shares shall remain issued and Converted Shares) and all rights in respect of, shall, by virtue of the Merger, be converted into the right to receive the consideration contemplated by (A) in the case of Series A Preferred Stock, Section 8(b) of the Series A Certificate of Designation, (B) in the case of Series A-1 Preferred Stock, Section 8(b) of the Series A-1 Certificate of Designation; and (C) in the case of any other series of Preferred Stock, Section 8(b) of the applicable Certificate of Designation for such series of Preferred Stock (each of the foregoing, “Preferred Stock Merger Consideration”), in each case without interest, and such shares shall otherwise cease to be outstanding, shall automatically be canceled and retired and cease to exist, and each holder of Book-Entry Shares or Certificated Shares that immediately prior to the Effective Time represented any such outstanding as shares of Preferred Stock shall cease to have any rights with respect thereto, except the right to receive the applicable Preferred Stock Merger Considerationcapital stock of AMGAS-NV.

Treatment of Capital Stock. Subject to the provisions of this Agreement, at the Effective Time, automatically by virtue of the Corporate Merger and without any action on the part of any shareholder: (ia) Each each share of Merger Sub issued and outstanding or held in treasury immediately prior to the Effective Time shall automatically convert into a share of the Surviving Corporation and become an issued and outstanding or treasury share of the Surviving Corporation; (b) each share of Buyer Common Stock issued and outstanding or held in treasury immediately prior to the Effective Time shall remain issued and outstanding or held in treasury and continue to be an identical issued and outstanding or treasury share of Buyer Common Stock; (c) each share of Seller Common Stock owned by Seller (including treasury shares) or the Buyer or any of their respective Subsidiaries (other than shares held in a fiduciary capacity for the benefit of third parties or as a result of debts previously contracted) shall be canceled and retired and shall not represent capital stock of the Surviving Corporation and shall not be exchanged for the Merger Consideration or any other consideration; and (d) each share of Seller Common Stock (other than Dissenting Shares), issued and outstanding immediately prior to the Effective Time (excluding Canceled Shares, Converted Shares shall be cancelled and Dissenting Shares) and all rights in respect thereof, shall, by virtue of the Merger, be converted into and become the right to receive $9.80 29.50 in cash, cash without interest (the “"Merger Consideration”"), and such shares shall otherwise cease . (e) each outstanding share of Seller Common Stock awarded pursuant to be outstanding, shall automatically be canceled and retired and cease to exist, and each holder of Book-Entry Shares the Seller Restricted Stock Plan that is unvested immediately prior to the Effective Time represented any such shares of Common Stock shall cease to have any rights with respect thereto, except be canceled and converted into and become the right to receive the Merger Consideration. (ii) . Each share holder of Common Stock and Preferred Stock held by the Company such restricted shares, as treasury stock or held by Parent or Merger Sub, in each case, immediately prior a condition to the Effective Time (the “Canceled Shares”)receipt of payment, shall be canceled required to deliver his certificate or certificates representing such restricted shares to Buyer for cancellation and retired without any conversion thereof, and no payment or distribution shall also be made with respect thereto. (iii) Each share of Common Stock and Preferred Stock held by any direct or indirect Subsidiary of Parent (other than Merger Sub) or the Company (other than any such shares of Common Stock or Preferred Stock held on behalf of third parties) immediately prior required to the Effective Time (the “Converted Shares”) shall be converted into such number of shares of common stock of the Surviving Corporation so as to maintain relative ownership percentages. (iv) Each share of Preferred Stock issued and outstanding immediately prior to the Effective Time (excluding Canceled Shares and Converted Shares) and all rights in respect of, shall, by virtue of the Merger, be converted into the right to receive the consideration contemplated by (A) execute a cancellation agreement in the case of Series A Preferred Stock, Section 8(b) of the Series A Certificate of Designation, (B) in the case of Series A-1 Preferred Stock, Section 8(b) of the Series A-1 Certificate of Designation; and (C) in the case of any other series of Preferred Stock, Section 8(b) of the applicable Certificate of Designation for such series of Preferred Stock (each of the foregoing, “Preferred Stock Merger Consideration”), in each case without interest, and such shares shall otherwise cease to be outstanding, shall automatically be canceled and retired and cease to exist, and each holder of Book-Entry Shares or Certificated Shares that immediately prior to the Effective Time represented any such shares of Preferred Stock shall cease to have any rights with respect thereto, except the right to receive the applicable Preferred Stock Merger Consideration.form attached hereto as Exhibit D.

Treatment of Capital Stock. Subject to the provisions of this Agreement, at the Effective Time, automatically by virtue of the Merger and without any action on the part of any shareholder: (ia) Each each share of GBB Common Stock issued and outstanding immediately prior to the Effective Time shall remain issued and outstanding. (excluding Canceled Shares, Converted Shares b) each share of Newco common stock issued and Dissenting Shares) and all rights in respect thereof, shall, by virtue of the Merger, be converted into the right to receive $9.80 in cash, without interest (the “Merger Consideration”), and such shares shall otherwise cease to be outstanding, shall automatically be canceled and retired and cease to exist, and each holder of Book-Entry Shares that outstanding immediately prior to the Effective Time represented any such shares of Common Stock shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration. (ii) Each share of Common Stock and Preferred Stock held by the Company as treasury stock or held by Parent or Merger Sub, in each case, immediately prior to the Effective Time (the “Canceled Shares”), shall be canceled and retired without any conversion thereof, and no payment or distribution shall be made with respect thereto. (iii) Each share of Common Stock and Preferred Stock held by any direct or indirect Subsidiary of Parent (other than Merger Sub) or the Company (other than any such shares of Common Stock or Preferred Stock held on behalf of third parties) immediately prior to the Effective Time (the “Converted Shares”) shall be converted into such number of shares and for all purposes shall be deemed to represent one share of common stock of the Surviving Corporation so as to maintain relative ownership percentages(the "Surviving Corporation Stock"). (ivc) Each subject to Sections 2.3(c)(iii), 2.3(c)(iv), 2.3(c)(v), 2.3(c)(vi), 2.3(c)(vii) and 2.5 hereof, each share of Preferred ABD Common Stock issued and outstanding immediately prior to the Effective Time (excluding Canceled any ABD Perfected Dissenting Shares and Converted Shares) and all rights in respect of, shall, by virtue without any action on the part of GBB or the Mergerholders of such shares, be automatically canceled and cease to be an issued and outstanding share of ABD Common Stock and be converted into the right to receive the consideration contemplated by following: (i) the Pro Rata Amount of the Initial Payment; and (ii) for each Earn-Out Period, the Pro Rata Amount of the Aggregate Earn-Out Payments for such Earn-Out Period calculated as follows: (1) If EBITDA for the Earn-Out Period is less than 70.0% of the Hurdle EBITDA for such period, then there is no additional payment. (A) in If EBITDA for the case of Series A Preferred Stock, Section 8(b) Earn-Out Period is 90.0% or greater of the Series A Certificate Hurdle EBITDA for such period, payments in an amount equal to the product of Designation(x) the percentage of the Hurdle EBITDA achieved and (y) the Hurdle Amount for such period (the "Base Earn-Out Amount") comprised of (z) cash equal to 60.0% of, and (zz) a number of shares of GBB Preferred Stock having an Aggregate Stated Value equal to 40.0% of, such Base Earn-Out Amount; provided however, that for purposes of calculating the Base Earn-Out Payment pursuant to this Section 2.3(c)(ii)(2)(A) the maximum percentage of the Hurdle EBITDA used in subclause (x) shall be 100%; or (B) in If EBITDA for the case of Series A-1 Preferred Stock, Section 8(b) Earn-Out Period is from 80.0% to less than 90.0% of the Series A-1 Certificate Hurdle EBITDA for such period, payments in an amount equal to the product of Designation(x) 75.0% plus 1.5 times the difference between the percentage of the Hurdle EBITDA achieved and 80.0% and (y) the Hurdle Amount for such period (the "Base Earn-Out Amount") comprised of (z) cash equal to 60.0% of, and (zz) a number of shares of GBB Preferred Stock having an Aggregate Stated Value equal to 40.0% of, such Base Earn-Out Amount; and or (C) in If EBITDA for the case of any other series of Preferred Stock, Section 8(b) Earn-Out Period is from 70.0% to less than 80.0% of the applicable Certificate of Designation Hurdle EBITDA for such series period, payments in an amount equal to the product of Preferred Stock (each x) 55.0% plus 2.0 times the difference between the percentage of the foregoing, “Preferred Stock Merger Consideration”), in each case without interest, and such shares shall otherwise cease to be outstanding, shall automatically be canceled and retired and cease to exist, and each holder of Book-Entry Shares or Certificated Shares that immediately prior to the Effective Time represented any such shares of Preferred Stock shall cease to have any rights with respect thereto, except the right to receive the applicable Preferred Stock Merger Consideration.Hurdle EBITDA achieved and

Treatment of Capital Stock. Subject to the provisions of this Article II, at the Effective Time, by virtue of the Merger and without any action on the part of Parent, Company, Sub or the stockholders of any of the foregoing, the shares of the constituent corporations shall be converted as follows: (ia) Each share of capital stock of Parent issued and outstanding immediately prior to the Effective Time shall remain an issued and outstanding share of capital stock of Parent and shall not be affected by the Merger. (b) Each share of Sub common stock issued and outstanding immediately prior to the Effective Time shall cease to be outstanding and shall be converted into one share of common stock of the Surviving Corporation. (c) Each share of Company Common Stock (other than Excluded Shares) issued and outstanding immediately prior to the Effective Time shall cease to be outstanding and shall be converted into and exchanged for (i) the right to receive an amount in cash, without interest, equal to the Per Share Common Closing Consideration and (ii) the contingent right to receive payments as provided in Sections 2.08(f), 2.09 and 2.10. Aggregate amounts paid to the holders of Company Common Stock shall be aggregated and rounded as set forth on Schedule 2.05(c) (the “Funds Flow Chart”). (d) Each share of Company Series A Preferred (other than Excluded Shares) issued and outstanding immediately prior to the Effective Time shall cease to be outstanding and shall be converted into and exchanged for (i) the right to receive an amount in cash, without interest, equal to the quotient obtained by dividing (A) the sum of (i) $2,125,000 minus (ii) $102,000 contributed to the Escrow Fund by (B) the Outstanding Preferred Stock Number and (ii) the contingent right to receive payments as provided in Sections 2.08(f), 2.09 and 2.10. Aggregate amounts paid to the holders of the Company’s Series A Preferred shall be aggregated and rounded as set forth on the Funds Flow Chart. (e) Any holder of shares of Company Capital Stock who perfects, and has not withdrawn or otherwise forfeited at or prior to the Effective Time, such holder’s dissenters’ rights in accordance with and as contemplated by Section 262 of the DGCL (a “Dissenting Stockholder”) shall be entitled to receive only the payment provided by Section 262 of the DGCL with respect to shares of Company Capital Stock owned by such Dissenting Stockholder (the “Dissenting Shares”); provided, that no such payment shall be made to any Dissenting Stockholder unless and until such Dissenting Stockholder has complied with the applicable provisions of the DGCL and surrendered to Company the certificate or certificates representing the Dissenting Shares for which payment is being made. In the event that after the Effective Time a Dissenting Stockholder fails to perfect, or effectively withdraws or loses, his right to appraisal and of payment for his Dissenting Shares, Parent shall issue and deliver the consideration to which such holder of shares of Company Capital Stock is entitled under this Article II (without interest) upon surrender by such holder of the certificate or certificates represent­ing shares of Company Capital Stock held by him. Company shall give Parent (i) prompt notice of any written demands for appraisal, attempted withdrawals of such demands, and any other instruments served pursuant to applicable Law received by Company relating to stockholders’ rights of appraisal and (ii) the opportunity to direct all negotiations and proceedings with respect to demand for appraisal under the DGCL. Company shall not, except with the prior written consent of Parent, voluntarily make any payment with respect to any demands for appraisals of Dissenting Shares, offer to settle or settle any such demands or approve any withdrawal of any such demands. (f) Each share of Company Capital Stock issued and outstanding immediately prior to the Effective Time (excluding Canceled Shares, Converted Shares and Dissenting Shares) and all rights in respect thereof, shall, owned by virtue any of the Merger, be converted into the right parties to receive $9.80 in cash, without interest (the “Merger Consideration”), and such shares shall otherwise cease to be outstanding, shall automatically be canceled and retired and cease to exist, and each holder of Book-Entry Shares that immediately prior to the Effective Time represented any such shares of Common Stock shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration. (ii) Each share of Common Stock and Preferred Stock held by the Company as treasury stock or held by Parent or Merger Sub, in each case, immediately prior to the Effective Time (the “Canceled Shares”), shall be canceled and retired without any conversion thereof, and no payment or distribution shall be made with respect thereto. (iii) Each share of Common Stock and Preferred Stock held by any direct or indirect Subsidiary of Parent this Agreement (other than Merger Subthe Holder Representative) or the Company their respective Subsidiaries (in each case other than any such shares of Common Stock or Preferred Company Capital Stock held on behalf of third parties) immediately prior to the Effective Time (the “Converted Shares”) shall be converted into such number of shares of common stock of the Surviving Corporation so as to maintain relative ownership percentages. (iv) Each share of Preferred Stock issued and outstanding immediately prior to the Effective Time (excluding Canceled Shares and Converted Shares) and all rights in respect of, shall, by virtue of the Merger, be converted into Merger and without any action on the right to receive the consideration contemplated by (A) in the case of Series A Preferred Stock, Section 8(b) part of the Series A Certificate of Designationholder thereof, (B) in the case of Series A-1 Preferred Stock, Section 8(b) of the Series A-1 Certificate of Designation; and (C) in the case of any other series of Preferred Stock, Section 8(b) of the applicable Certificate of Designation for such series of Preferred Stock (each of the foregoing, “Preferred Stock Merger Consideration”), in each case without interest, and such shares shall otherwise cease to be outstanding, shall automatically be canceled cancelled and retired without payment of any consideration therefor and cease to exist, and each holder of Book-Entry Shares or Certificated Shares that immediately prior to the Effective Time represented any such shares of Preferred Stock shall cease to have any rights with respect thereto, except exist (the right to receive the applicable Preferred Stock Merger Consideration“Excluded Shares”).

Treatment of Capital Stock. (a) Subject to the provisions of this Agreement, at the Effective Time, automatically by virtue of the Corporate Merger and without any action on the part of either Buyer, Seller, any shareholder of either Buyer or Seller, or any other party: (i) Each share of Common Buyer Stock issued and outstanding immediately prior to the Effective Time (excluding Canceled Shares, Converted Shares and Dissenting Shares) and all rights in respect thereof, shall, by virtue shall continue unchanged as the same share of the Merger, be converted into the right to receive $9.80 in cash, without interest (the “Merger Consideration”), and such shares shall otherwise cease to be outstanding, shall automatically be canceled and retired and cease to exist, and each holder of Book-Entry Shares that immediately prior to the Effective Time represented any such shares of Common Stock shall cease to have any rights with respect thereto, except the right to receive the Merger ConsiderationBuyer Stock. (ii) Each share of Common Stock and Preferred Stock held by the Company as treasury stock or held by Parent or Merger Sub, in each case, immediately prior to the Effective Time (the “Canceled Shares”), shall be canceled and retired without any conversion thereof, and no payment or distribution shall be made with respect thereto. (iii) Each share of Common Stock and Preferred Stock held by any direct or indirect Subsidiary of Parent (other than Merger Sub) or the Company (other than any such shares of Common Stock or Preferred Stock held on behalf of third parties) immediately prior to the Effective Time (the “Converted Shares”) shall be converted into such number of shares of common stock of the Surviving Corporation so as to maintain relative ownership percentages. (iv) Each share of Preferred Seller Stock issued and outstanding immediately prior to the Effective Time (excluding Canceled Shares and Converted SharesTime, other than shares canceled pursuant to Section 2.3(d) and all rights in respect ofbelow, shall, by virtue of the Merger, shall be converted into the right to receive the Per Share Stock Consideration. (b) If either Buyer or Seller changes (or establishes a record date for changing) the number of shares of Buyer Stock or the number of shares of Seller Stock issued and outstanding as of the date of this Agreement as a result of a stock dividend, stock split, recapitalization, reclassification, combination, or similar transaction with respect to such issued and outstanding shares, and the record date for such transaction is after the date of this Agreement and prior to the Effective Time, then the Per Share Stock Consideration shall be appropriately and proportionately adjusted such that the aggregate consideration contemplated to be paid by Buyer to holders of shares of Seller Stock pursuant to Section 2.3(a) above would be the same as would have been paid if the Effective Time had been the close of business on the date of this Agreement. (Ac) No fractional shares of Buyer Stock shall be issued. Each holder of Seller Stock who would otherwise be entitled to receive a fractional share of Buyer Stock pursuant to Section 2.3(a) shall instead be entitled to receive cash (in the form of a check) in an amount equal to the case product resulting from multiplying such fraction (rounded to the nearest tenth of Series A Preferred a share) by the Closing Price of Buyer Stock, Section 8(b. (d) Any and all shares of Seller Stock owned by any of the Series A Certificate Parties or any of Designationtheir respective Subsidiaries, (B) other than shares held in the case a fiduciary capacity that are beneficially owned by third parties and other than shares owned as a result of Series A-1 Preferred Stock, Section 8(b) of the Series A-1 Certificate of Designation; and (C) in the case of any other series of Preferred Stock, Section 8(b) of the applicable Certificate of Designation for such series of Preferred Stock (each of the foregoing, “Preferred Stock Merger Consideration”), in each case without interest, and such shares shall otherwise cease to be outstandingdebts previously contracted, shall automatically be canceled and retired and cease to exist, and each holder of Book-Entry Shares or Certificated Shares that immediately prior to at the Effective Time represented and no consideration shall be issued in exchange for such shares. (e) If the Closing Equity is less than $ 3,800,000 (the "Minimum Equity"), then the Total Merger Consideration shall be reduced dollar for dollar by the difference between the Minimum Equity and the Closing Equity. If the Closing Equity is greater than or equal to the Minimum Equity, then there will not be an adjustment to the Total Merger Consideration pursuant to this subsection (e) (f) Seller shall deliver to Buyer Seller's determination of the Closing Equity within five days after Buyer notifies Seller of the Closing Date; provided, however, that if the Closing Date is to occur in the calendar month following the month in which Buyer notifies Seller of the Closing Date, then Seller shall deliver its determination of the Closing Equity within the first five days of the month in which the Closing Date is to occur. Buyer shall then have five days from its receipt of Seller's determination of the Closing Equity to notify Seller if Buyer disputes Seller's determination of the Closing Equity and the basis for the dispute. If Buyer fails to notify Seller of a dispute within such five day period, then Seller's determination of the Closing Equity shall be deemed to be final. If, however, Buyer notifies Seller of a dispute with Seller's determination of the Closing Equity within such five day period, then the determination of Closing Equity shall be immediately submitted (and, in any such shares event, within three days of Preferred Stock shall cease Buyer's notice to have any rights Seller of Buyer's dispute with respect theretoto the Closing Equity) to Ernst & Young LLP, except who shall be instructed to determine the right Closing Equity within five business days of their engagement by Seller and Buyer. The determination by Ernst & Young LLP of the Closing Equity shall be final and binding upon the parties. The fees payable to receive Ernst & Young LLP in connection with such determination shall be paid by the applicable Preferred Stock Merger Considerationparty (either Buyer or Seller) whose determination of the Closing Equity was furthest from the determination made by Ernst & Young LLP, or equally by Buyer and Seller in the event the determination made by Ernst & Young LLP is equidistant between the determinations made by Buyer and Seller. If Buyer objects to Seller's determination of the Closing Equity pursuant to this subsection, then the deadline for the Closing Date shall be extended until three business days after receiving the final determination of Closing Equity from Ernst & Young LLP.

Treatment of Capital Stock. Subject to the provisions of this Agreement, at the Effective Time, automatically by virtue of the Merger and without any action on the part of any shareholder: (ia) Each each share of Holding Company Common Stock issued and outstanding immediately prior to the Effective Time (excluding Canceled Shares, Converted Shares consisting of shares issued or to be issued by the Holding Company in connection with the Conversion) shall be unchanged and Dissenting Sharesshall remain issued and outstanding; (b) each share of SFS Common Stock owned by SFS (including treasury shares) or the Holding Company or any of their respective Subsidiaries (other than shares held in a fiduciary capacity for the benefit of third parties or as a result of debts previously contracted) shall be canceled and all rights in respect thereof, shall, by virtue retired and shall not represent capital stock of the MergerHolding Company and shall not be exchanged for shares of Holding Company Common Stock, or other consideration; and (c) each share of SFS Common Stock which under the terms of Section 2.7 hereof is to be converted into the right to receive $9.80 in cash, without interest (the “Merger Consideration”), and such shares shall otherwise cease to be outstanding, shall automatically be canceled and retired and cease to exist, and each holder of Book-Entry Shares that immediately prior to the Effective Time represented any such shares of Holding Company Common Stock shall cease shall, subject to have any rights with respect theretoSection 2.5 hereof, except be converted into and become the right to receive a number of shares (the Merger Consideration."Exchange Ratio") of Holding Company Common Stock equal to the lesser of: (i) the quotient (calculated to the nearest one-thousandth) determined by dividing $26.50 by the Initial Public Offering Price, or (ii) Each share of Common Stock and Preferred Stock held the quotient (calculated to the nearest one-thousandth) determined by dividing $35.00 by the Company as treasury stock or held by Parent or Merger Sub, in each case, immediately prior to the Effective Time (the “Canceled Shares”), shall be canceled and retired without any conversion thereof, and no payment or distribution shall be made with respect theretoAverage Closing Price. (iiid) Each share of Common SFS Restricted Stock and Preferred Stock held by any direct or indirect Subsidiary of Parent (other than Merger Sub) or the Company (other than any such shares of Common Stock or Preferred Stock held on behalf of third parties) immediately prior to at the Effective Time (the “Converted Shares”) shall be converted into such number of shares of common stock of the Surviving Corporation so as to maintain relative ownership percentages. (iv) Each share of Preferred Stock issued and outstanding immediately prior to the Effective Time (excluding Canceled Shares and Converted Shares) and all rights in respect of, shall, by virtue of the Merger, be converted into the right to receive the consideration contemplated by (A) in the case shares of Series A Preferred Holding Company Common Stock, pursuant to the Exchange Ratio set forth in Section 8(b2.3(c) hereof, subject to identical restrictions as are applicable to such SFS Restricted Stock ("Replacement Stock"), and the Holding Company shall assume the SFS Restricted Stock Plan; provided that such assumption shall only be in respect of the Series A Certificate of Designation, (B) in Replacement Stock and the case of Series A-1 Preferred Stock, Section 8(b) of the Series A-1 Certificate of Designation; and (C) in the case of Holding Company or any other series of Preferred Stock, Section 8(b) of the applicable Certificate of Designation for such series of Preferred Stock (each of the foregoing, “Preferred Stock Merger Consideration”), in each case without interest, and such shares Holding Company Subsidiary shall otherwise cease to be outstanding, shall automatically be canceled and retired and cease to exist, and each holder of Book-Entry Shares or Certificated Shares that immediately prior to the Effective Time represented any such shares of Preferred Stock shall cease to have any rights no obligation with respect thereto, except to any awards under the right SFS Restricted Stock Plan other than the Replacement Stock and shall have no obligation to receive make any additional grants or awards under the applicable Preferred SFS Restricted Stock Merger ConsiderationPlan.