Common use of Conversion of Company Common Stock Clause in Contracts

Conversion of Company Common Stock. Except as provided in clauses (a) and (b) of this Section 2.5, each share of Company Common Stock outstanding immediately prior to the Effective Time shall be converted into and shall be canceled in exchange for the right to receive from Parent pursuant to Section 2.5(d) a number of Parent Ordinary Shares equal to the Exchange Ratio, which shall be delivered to the holders of Company Common Stock (i) in the form of American Depositary Shares (the "Parent ADSs"), each representing the right to receive five Parent Ordinary Shares (the "ADS Consideration") or (ii) if and to the extent elected by any such holder, in the manner provided in Section 2.6, in the form of Parent Ordinary Shares, in registered form ("Ordinary Share Consideration" and, together with the ADS Consideration, the "Merger Consideration"); provided, however, that the Parent ADSs may be evidenced by one or more receipts ("Parent ADRs") issued in accordance with the Deposit Agreement. At the Effective Time, all Company Common Stock shall no longer be outstanding, shall be canceled and retired and shall cease to exist, and each certificate (a "Certificate") formerly representing any of such Company Common Stock shall thereafter represent only the right to receive the Merger Consideration and the right, if any, to receive pursuant to Section 2.7(e) cash in lieu of fractional Parent ADSs (or, if applicable, fractional Parent Ordinary Shares) and any dividend or distribution pursuant to Section 2.7(c), in each case without interest. Parent shall, following the Closing, pay all stamp duties, stamp duty reserve tax and other taxes and similar levies imposed in connection with the issuance or creation of the Parent Ordinary Shares, Parent ADSs and any Parent ADRs in connection therewith (such Parent Ordinary Shares or Parent ADSs to be received by a holder may be referred to in this Agreement as "Parent Shares").

Conversion of Company Common Stock. Except as provided in clauses (ai) and (b) of this Section 2.5, each Each share of common stock, $0.01 par value, of the Company (“Company Common Stock Stock”) issued and outstanding immediately prior to the Effective Time shall Time, other than any shares of Company Common Stock to be canceled pursuant to Section 1.6(b) and Dissenting Shares, will be canceled and extinguished and automatically converted into and shall be canceled in exchange for the right to receive from Parent pursuant to Section 2.5(d(A) a the number of validly issued, fully paid and nonassessable shares of Parent’s Series B Convertible Perpetual Preferred Stock, par value $0.001 per share, with the terms attached hereto as Exhibit B (the “Parent Ordinary Shares Series B Preferred Stock”), equal to the “Exchange Ratio” (as defined in Section 1.6(a)(ii)) and (B) $6.50 in cash, which shall be delivered to without interest (the holders “Cash Portion” and together with the shares of Parent Series B Preferred Stock in the foregoing clause the “Merger Consideration”), upon surrender of the certificate representing such share of Company Common Stock (i) in the form of American Depositary Shares (the "Parent ADSs"), each representing the right to receive five Parent Ordinary Shares (the "ADS Consideration") or (ii) if and to the extent elected by any such holder, in the manner provided in Section 2.61.7. No fraction of a share of Parent Series B Preferred Stock will be issued by virtue of the Merger, but in lieu thereof, a cash payment shall be made pursuant to Section 1.7(e). Notwithstanding anything herein to the contrary, at any time prior to the Closing Date, as determined by Parent in its sole discretion, Parent may elect to pay the aggregate Merger Consideration (which, for avoidance of doubt, shall include such amounts attributable to the Parent Series B Preferred Stock and the Cash Portion in the immediately preceding sentence) as $39.00 in cash, without interest, in which case all references in this Agreement to the form “Cash Portion” of Parent Ordinary Shares, in registered form ("Ordinary Share Consideration" and, together with the ADS Consideration, the "Merger Consideration"); provided, however, that the Parent ADSs may be evidenced by one or more receipts ("Parent ADRs") issued in accordance with the Deposit Agreement. At the Effective Time, all Company Common Stock shall no longer be outstanding, shall be canceled and retired and shall cease to exist, and each certificate (a "Certificate") formerly representing any of such Company Common Stock shall thereafter represent only the right to receive the Merger Consideration and the rightshall be deemed to be references to such aggregate amount of cash, if any, to receive pursuant to Section 2.7(e) cash in lieu of fractional Parent ADSs (or, if applicable, fractional Parent Ordinary Shares) and any dividend or distribution pursuant to Section 2.7(c), in each case without interest. Parent shall, following the Closing, pay and all stamp duties, stamp duty reserve tax and other taxes and similar levies imposed in connection with the issuance or creation of the Parent Ordinary Shares, Parent ADSs and any Parent ADRs in connection therewith (such Parent Ordinary Shares or Parent ADSs to be received by a holder may be referred to references in this Agreement to “Parent Series B Preferred Stock” shall be deemed to be deleted, and, notwithstanding anything herein to the contrary, (i) no party to this agreement shall have any obligation to consummate the Upstream Merger and any references to the Upstream Merger in this Agreement shall be deemed to be deleted, (ii) it will not be intended that the Merger shall qualify as "Parent Shares"a reorganization described in Section 368(a) of the Code, and (iii) the following provisions of this Agreement shall be deemed to be deleted: Section 5.15, Section 5.19, Section 6.2(e) and Section 6.3(f).

Conversion of Company Common Stock. Except as provided in clauses (a) and (b) of this Section 2.5, each Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (including shares of Company Restricted Stock Unit that become vested pursuant to Section 5.13(b) and shares issued or issuable upon the exercise or deemed exercise prior to the Effective Time pursuant to the Company Warrants, but excluding shares to be canceled in accordance with Section 2.01(b), and shares to remain outstanding in accordance with Section 2.01(e), and, except as provided in Section 2.01(d), the Appraisal Shares) shall be converted into and shall be canceled in exchange for the right to receive from merger consideration having a value at closing of 0.224 (“Aggregate Exchange Ratio”) shares of Parent pursuant to Section 2.5(dCommon Stock, determined as follows: (i) a number of shares of validly issued, fully paid and nonassessable shares of Parent Ordinary Shares Common Stock equal to the product of the (A) Aggregate Exchange RatioRatio multiplied by (B) the Stock Percentage (such product, which shall be delivered to the holders of Company Common “Stock (i) in the form of American Depositary Shares (the "Parent ADSs"Consideration”), each representing the right to receive five Parent Ordinary Shares (the "ADS Consideration") or ; (ii) if and an amount of cash, without interest equal to the extent elected product of (A) the Aggregate Exchange Ratio multiplied by (B) the Cash Percentage multiplied by (C) the Closing Parent Stock Price (such product, the “Cash Consideration”); and (iii) any such holdercash paid in lieu of fractional Parent Common Stock in accordance with Section 2.02(g) (together with the Cash Consideration and the Stock Consideration, in the manner subject to adjustment as provided in Section 2.6, in the form of Parent Ordinary Shares, in registered form ("Ordinary Share Consideration" and, together with the ADS Consideration2.01(g), the "“Merger Consideration"”); provided, however, that the Parent ADSs may be evidenced by one or more receipts ("Parent ADRs") issued in accordance with the Deposit Agreement. At the Effective Time, all such shares of Company Common Stock shall no longer be outstanding, outstanding and shall automatically be canceled and retired and shall cease to exist, and each certificate (a "Certificate") formerly representing holder of any such shares of such Company Common Stock shall thereafter represent only cease to have any rights with respect thereto, except the right to receive the Merger Consideration and any declared dividends or other distributions with a record date prior to the rightEffective Time that remain unpaid at the Effective Time and that are due to such holder, if any, to receive pursuant to Section 2.7(e) cash in lieu of fractional Parent ADSs (or, if applicable, fractional Parent Ordinary Shares) and any dividend or distribution pursuant to Section 2.7(c)without interest, in each case without interest. Parent shall, following the Closing, pay all stamp duties, stamp duty reserve tax and other taxes and similar levies imposed in connection with the issuance or creation of the Parent Ordinary Shares, Parent ADSs and any Parent ADRs in connection therewith (such Parent Ordinary Shares or Parent ADSs to be received by a holder may be referred to issued or paid in this Agreement as "Parent Shares"consideration therefor in accordance with Section 2.02(b).

Conversion of Company Common Stock. Except as provided in clauses (a) and (b) of this Section 2.5At the Effective Time, each share of Company Common Stock issued and outstanding immediately prior to the Effective Time will be canceled, extinguished and converted automatically into the right to receive (i) in cash, the dollar amount per share equal to the quotient of (x) $3 million less the sum of the Aggregate Employee Bonus Amount and the Consumer Car Club Amount divided by (y) the number of shares of Company Common Stock outstanding immediately prior to the Effective Time shall be converted into (the "Cash Payments"), and shall be canceled in exchange for the right to receive from Parent pursuant to Section 2.5(d(ii) a number shares of Parent Ordinary Shares Common Stock equal to the Exchange Ratio, which shall be delivered to quotient of 1,800,000 shares of Parent Common Stock divided by the holders number of shares of Company Common Stock (i) in outstanding immediately prior to the form of American Depositary Shares Effective Time (the "Parent ADSsStock Payments"), each representing the right to receive five Parent Ordinary Shares (the "ADS Consideration") or (ii) if and to the extent elected by any such holder, in the manner provided in Section 2.6, in the form . The shares of Parent Ordinary Shares, in registered form ("Ordinary Share Consideration" and, together with the ADS Consideration, the "Merger Consideration"); provided, however, that the Parent ADSs may be evidenced by one or more receipts ("Parent ADRs") issued in accordance with the Deposit Agreement. At the Effective Time, all Company Common Stock shall no longer to be outstanding, shall be canceled and retired and shall cease to exist, and each certificate (a "Certificate") formerly representing any of such Company Common Stock shall thereafter represent only the right to receive the Merger Consideration and the right, if any, to receive pursuant to Section 2.7(e) cash in lieu of fractional Parent ADSs (or, if applicable, fractional Parent Ordinary Shares) and any dividend or distribution pursuant to Section 2.7(c), in each case without interest. Parent shall, following the Closing, pay all stamp duties, stamp duty reserve tax and other taxes and similar levies imposed issued in connection with the issuance or creation of Merger will not be registered under the Parent Ordinary SharesSecurities Act and will be subject to the following legend: THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE BEEN ISSUED PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER SECTION 3(a)(10) OF THE SECURITIES ACT OF 1933, Parent ADSs and any Parent ADRs in connection therewith AS AMENDED (such Parent Ordinary Shares or Parent ADSs to be received by a holder may be referred to in this Agreement as THE "Parent SharesSECURITIES ACT"). THESE SECURITIES MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS (A) AS PERMITTED UNDER RULES 144 AND 145(d) OF THE SECURITIES ACT, (B) THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT COVERING SUCH SECURITIES OR (C) THE COMPANY RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER OF THESE SECURITIES REASONABLY SATISFACTORY TO THE COMPANY, STATING THAT SUCH SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF THE SECURITIES ACT.

Conversion of Company Common Stock. Except as provided in clauses (a) and (b) of this Subject to Section 2.52.2(e), each issued and outstanding share of Company Common Stock outstanding immediately prior (other than shares to be canceled in accordance with Section 2.1(b) and Dissenting Shares that are owned by Dissenting Stockholders that have properly exercised appraisal rights pursuant to Section 262 of the Effective Time shall DGCL) will be converted into and shall be canceled in exchange for the right to receive from Parent pursuant to Section 2.5(d(i) a number of fully paid, non-assessable shares of common stock, no par value, of Parent Ordinary Shares ("PARENT COMMON STOCK") equal to the Exchange Ratio, which shall be delivered to the holders of Company Common Stock (i) in the form of American Depositary Shares Ratio (the "Parent ADSsSTOCK CONSIDERATION"), each representing the right to receive five and (ii) $10.725 in cash without interest from Parent Ordinary Shares (the "ADS Consideration") or (ii) if and to the extent elected by any such holder, in the manner provided in Section 2.6, in the form of Parent Ordinary Shares, in registered form ("Ordinary Share ConsiderationCASH CONSIDERATION" and, together with the ADS Stock Consideration, the "Merger ConsiderationMERGER CONSIDERATION"). The "EXCHANGE RATIO" shall be equal to the Stock Value divided by the Closing VWAP; provided, however, that the Exchange Ratio shall be less than the Maximum Exchange Ratio. If the Exchange Ratio would have been equal to or greater than the Maximum Exchange Ratio but for the proviso in the previous sentence, then the Company may, in its sole discretion, require that, in lieu of the Stock Consideration, Parent ADSs may be evidenced by one or more receipts make a cash payment in an amount equal to the Stock Value (as calculated below) in addition to the Cash Consideration (the "Parent ADRsCASH ELECTION") issued in accordance with ), and the Deposit Agreementterm Merger Consideration shall include this cash payment as opposed to the Stock Consideration. At the Effective Time, all All Company Common Stock converted into the right to receive the Merger Consideration pursuant to this Section 2.1(c) shall no longer cease to be outstanding, outstanding and shall be canceled and retired and shall cease to exist, and each holder of a certificate (a "Certificate") formerly representing any of that immediately prior to the Effective Time represented such Company Common Stock ("COMPANY CERTIFICATE") shall thereafter represent only cease to have any rights with respect to such Company Common Stock, except the right to receive the Merger Consideration and the right, if any, to receive pursuant to Section 2.7(e) cash be issued in lieu of fractional Parent ADSs (or, if applicable, fractional Parent Ordinary Shares) consideration therefor and any dividend dividends or distribution pursuant other distributions to Section 2.7(c)which holders of Company Common Stock become entitled in accordance with this Article II upon the surrender of such Company Certificate. "STOCK VALUE" means the sum of (x) $3.575 plus (y) 0.25 multiplied by the Post-Signing VWAP minus (z) 0.25 multiplied by $13.4329; provided, however, that the Stock Value shall not be less than $3.475 or greater than $4.275. "CLOSING VWAP" means the volume weighted average price of Parent Common Stock for the 20 consecutive Trading Days in each case without interest. Parent shallthe period ending on the Trading Day immediately prior to the Closing Date, following the Closingas reported by Bloomberg, pay all stamp duties, stamp duty reserve tax and other taxes and similar levies imposed in connection with the issuance or creation of the Parent Ordinary Shares, Parent ADSs and any Parent ADRs in connection therewith (such Parent Ordinary Shares or Parent ADSs to be received by a holder may be referred to in this Agreement as Inc. "Parent Shares").MAXIMUM EXCHANGE

Conversion of Company Common Stock. Except Each share of Company Common Stock (other than shares of Company Common Stock as provided to which dissenters' rights are exercised and perfected under Section 262 of the DGCL and Section 2.3(j) or are cancelled pursuant to Section 2.2(g)) issued and outstanding immediately prior to the Effective Time of the Mergers shall be converted into and represent the right to receive in clauses exchange therefor (aX) from Holdco, (i) the Cash Consideration (as defined below), and (bii) the number of fully paid and nonassessable shares of New Playboy Class B Common Stock equal to the Conversion Ratio (as such Conversion Ratio may be adjusted in accordance with Section 2.2(c)) (the "Stock Consideration"), and (Y) from the Company (as described in the Transfer and Redemption Agreement), (i) the number of fully paid and non-assessable shares of common stock of Subco, par value $.01 per share ("Subco Common Stock"), equal to the Redemption Ratio and (ii) warrants to purchase additional shares of Subco Common Stock (such warrants to be in such amounts and on such terms as shall be determined by the Company) (the "Subco Warrants", and together with the Subco Common Stock, the "Subco Consideration"), payable to the holder thereof, without, in the case of the Cash Consideration, interest thereon, upon surrender of the certificate representing such share of Company Common Stock to the S Surviving Corporation; provided, however, that each holder of Company Common Stock shall receive, in lieu of any fractional shares of New Playboy Class B Common Stock that such holder would otherwise receive pursuant to this Section 2.2(b), cash equal to the proportionate liquidation value of any such fractional shares pursuant to terms set forth in Section 2.3; and further provided, that in any event, if, between the date of this Agreement and the Effective Time of the Mergers, the outstanding shares of Old Playboy Class B Common Stock shall have been changed, reclassified or converted into a different number of shares or a different class, by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination, conversion or exchange of shares, the Conversion Ratio shall be correspondingly adjusted to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination, conversion or exchange of shares. The aggregate consideration provided to holders of Company Common Stock pursuant to this Section 2.52.2(b) shall be referred to as the "Merger Consideration". At the Effective Time of the Mergers, all such shares of Company Common Stock shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist, and each share certificate which immediately prior to the Effective Time of the Mergers evidenced any such shares shall thereafter represent the right to receive, upon surrender of such certificate in accordance with the provisions of Section 2.3, the Merger Consideration into which such shares have been converted in accordance herewith. The holders of certificates previously evidencing shares of Company Common Stock outstanding immediately prior to the Effective Time shall be converted into and shall be canceled in exchange for of the right to receive from Parent pursuant to Section 2.5(d) a number of Parent Ordinary Shares equal to the Exchange Ratio, which shall be delivered to the holders of Company Common Stock (i) in the form of American Depositary Shares (the "Parent ADSs"), each representing the right to receive five Parent Ordinary Shares (the "ADS Consideration") or (ii) if and to the extent elected by any such holder, in the manner provided in Section 2.6, in the form of Parent Ordinary Shares, in registered form ("Ordinary Share Consideration" and, together with the ADS Consideration, the "Merger Consideration"); provided, however, that the Parent ADSs may be evidenced by one or more receipts ("Parent ADRs") issued in accordance with the Deposit Agreement. At the Effective Time, all Company Common Stock shall no longer be outstanding, shall be canceled and retired and Mergers shall cease to existhave any rights with respect thereto (including, without limitation, any rights to vote or to receive dividends and each certificate (a "Certificate") formerly representing any distributions in respect of such Company Common Stock shall thereafter represent only the right to receive the Merger Consideration and the right, if any, to receive pursuant to Section 2.7(e) cash in lieu of fractional Parent ADSs (or, if applicable, fractional Parent Ordinary Shares) and any dividend or distribution pursuant to Section 2.7(cshares), in each case without interestexcept as otherwise provided herein or by law. Parent shallFor purposes of this Agreement, following the Closing, pay all stamp duties, stamp duty reserve tax and other taxes and similar levies imposed in connection with the issuance or creation of the Parent Ordinary Shares, Parent ADSs and any Parent ADRs in connection therewith (such Parent Ordinary Shares or Parent ADSs to be received by a holder may be referred to in this Agreement as term "Parent Shares")Cash Consideration" shall mean $3.60.

Conversion of Company Common Stock. Except as provided in clauses (a) At the Effective Time, by virtue of the Merger and (b) without any action on the part of this Section 2.5Parent, Merger Sub, the Company or the holders of the Company Common Stock, each share of Company Common Stock (all shares of Company Common Stock being collectively, the “Shares”) issued and outstanding immediately prior to the Effective Time (other than any Shares to be cancelled or converted pursuant to Section 2.04(b)) shall be converted automatically into and shall be canceled in exchange for the right to receive from Parent pursuant to Section 2.5(d) a the number of fully paid and non-assessable shares of Parent Ordinary Shares Common Stock (the “Merger Consideration”) equal to the Exchange Ratio, which shall be delivered quotient determined by dividing the Per Share Consideration by the Average Parent Stock Price and rounding the result to the holders nearest one-thousandth of Company Common Stock (i) in the form a share, payable upon surrender of American Depositary Shares (the "Parent ADSs"), each representing the right to receive five Parent Ordinary Shares (the "ADS Consideration") or (ii) if and to the extent elected by any such holder, a Certificate in the manner provided in Section 2.6, in the form of Parent Ordinary Shares, in registered form ("Ordinary Share Consideration" and, together with the ADS Consideration, the "Merger Consideration")3.01; provided, however, that the Parent ADSs may be evidenced by one or more receipts ("Parent ADRs") issued make an irrevocable election, in accordance with the Deposit Agreement. At its sole and absolute discretion, not later than three Business Days prior to the Effective TimeTime (and no later than one Business Day following the satisfaction or written waiver (where permissible) of the conditions set forth in Article VIII (other than those conditions that by their terms are to be satisfied at the Closing)), all upon written notice to the Company, to instead pay an amount in cash equal to the Per Share Consideration for each issued and outstanding share of Company Common Stock, in which case each share of Company Common Stock shall no longer issued and outstanding immediately prior to the Effective Time (other than any Shares to be outstanding, cancelled or converted pursuant to Section 2.04(b) and any Dissenting Shares) shall be canceled and retired and converted automatically into the right to receive the amount of cash equal to the Per Share Consideration (in which case, such amount of cash shall be the “Merger Consideration”), payable upon surrender of a Certificate in the manner provided in Section 3.01 (the “Parent Cash Election”); provided, further, however, that each holder of a certificate or certificates which immediately prior to the Effective Time represented such Shares (“Certificates”) or book-entry shares which immediately prior to the Effective Time represented such Shares (“Book-Entry Shares”) shall thereafter cease to exist, and each certificate have any rights with respect thereto except (a "Certificate"i) formerly representing any of such Company Common Stock shall thereafter represent only the right to receive the Merger Consideration and the rightConsideration, if any, to receive any dividends or other distributions pursuant to Section 2.7(e3.01(c) and cash in lieu of any fractional Parent ADSs (or, if applicable, fractional Parent Ordinary Shares) and any dividend or distribution shares payable pursuant to Section 2.7(c3.01(e), in each case to be issued or paid, without interest. Parent shall, following the Closing, pay all stamp duties, stamp duty reserve tax and other taxes and similar levies imposed in connection with the issuance consideration therefor upon surrender of such Certificate or creation transfer of the Parent Ordinary SharesBook-Entry Shares in accordance with Section 3.01(b) (or in the case of a lost, Parent ADSs and any Parent ADRs in connection therewith stolen or destroyed Certificate, Section 3.01(k) or (such Parent Ordinary Shares or Parent ADSs to be received ii) as provided by a holder may be referred to in this Agreement as "Parent Shares")Law.

Conversion of Company Common Stock. Except as provided in clauses (a) Each issued and (b) of this Section 2.5, each outstanding share of Company Common Stock outstanding immediately (other than shares of Company Common Stock which constitute Canceled Shares) shall be automatically converted into the right to receive that number of fully paid, non-assessable shares of the Parent's common stock, par value $3.33 1/3 per share, together with the rights issued pursuant to a Shareholder Protection Rights Agreement, dated December 18, 1990, attached thereto (the "Parent Stock"), equal to the result of dividing $34.00 by the Market Price (such quotient, rounded down to four decimal places, the "Exchange Ratio"). The "Market Price" means the average of the per share closing sales price of Parent Stock, rounded to four decimal places, as reported under "NYSE Composite Reports" in THE WALL STREET JOURNAL for each of the five trading days in the period ending on the trading day prior to the Effective Time Time. In the event of any dividend or distribution of or with respect to the Parent Stock (other than quarterly dividends paid or declared in the ordinary course of business and consistent with past practice), subdivision, reclassification, recapitalization, split or reverse stock split, exchange of shares or the like affecting the number of shares of Parent Stock outstanding or the price per share of the Parent Stock between the date on which the Market Price calculation commences and the Effective Time, the number of shares of Parent Stock to be issued in the Merger shall be converted into and shall be canceled in exchange for the right to receive from Parent pursuant to Section 2.5(d) a number of Parent Ordinary Shares equal to the Exchange Ratio, which shall be delivered to the holders appropriately adjusted so that each holder of Company Common Stock (i) shall receive in the form Merger the number of American Depositary Shares (the "shares of Parent ADSs"), each representing the right Stock such holder would have been entitled to receive five Parent Ordinary Shares (the "ADS Consideration") or (ii) if and to the extent elected by any such holder, in the manner provided in Section 2.6, in the form of Parent Ordinary Shares, in registered form ("Ordinary Share Consideration" and, together with the ADS Consideration, the "Merger Consideration"); provided, however, that the Parent ADSs may be evidenced by one or more receipts ("Parent ADRs") issued in accordance with the Deposit Agreement. At the Effective Time, all Time had been immediately prior to such event. All of the shares of Company Common Stock to be converted into Parent Stock pursuant to this Section 2.1(b) shall no longer cease to be outstanding, shall automatically be canceled and retired and shall cease to exist, and each holder of a certificate (a "Certificate") formerly representing any such shares of such Company Common Stock shall thereafter represent only cease to have any rights with respect thereto, except the right to receive the Merger Consideration number of shares of Parent Stock issuable therefor upon the surrender of such certificate in accordance with Section 2.2 hereof, without interest, and the right, if any, to receive pursuant to Section 2.7(e) cash in lieu of fractional Parent ADSs (or, if applicable, fractional Parent Ordinary Shares) and any dividend or distribution pursuant to shares as contemplated by Section 2.7(c), in each case without interest. Parent shall, following the Closing, pay all stamp duties, stamp duty reserve tax and other taxes and similar levies imposed in connection with the issuance or creation of the Parent Ordinary Shares, Parent ADSs and any Parent ADRs in connection therewith (such Parent Ordinary Shares or Parent ADSs to be received by a holder may be referred to in this Agreement as "Parent Shares"2.2(e).

Conversion of Company Common Stock. Except as provided in clauses (a) Subject to Section 2.1(c), the issued and (b) outstanding common shares, par value $0.001, of this Section 2.5, each share of the Company Common Stock outstanding immediately prior to the Effective Time (such shares, collectively, “Company Common Stock,” and each, a “Company Common Share”), other than any Cancelled Shares, shall thereupon be converted automatically into and shall be canceled in exchange for thereafter represent the right to receive from two (2) shares of the Parent’s common stock, par value $0.0001 per share (“Parent pursuant to Section 2.5(d) a number Common Stock”), and all of Parent Ordinary Shares equal the issued and outstanding preferred stock of the Company outstanding immediately prior to the Exchange RatioEffective Time (such shares, which shall be delivered to collectively, the holders of “Company Preferred Stock,” and each, a “Company Preferred Share,” and together, with the Company Common Stock (i) in Stock, a “Share” or the form of American Depositary Shares (the "Parent ADSs"“Shares”), each representing other than any Cancelled Shares, shall thereupon be converted automatically into and shall thereafter represent the right to receive five that number of fully paid and non-assessable preferred shares of the Parent, par value $.001 (“Parent Ordinary Preferred Stock”), as shall constitute 54% of the voting rights of the holders of the Parent Preferred Stock and Parent Common Stock, so that upon completion of the Merger the Parent shall have issued and outstanding 235,132,324 shares of Parent Common Stock, of which 27,974,000 shares shall be owned by the current shareholders of the Parent and 207,158,324 shares shall be owned by the current shareholders of the Company and that number of Parent Preferred Shares which shall constitute 54% of the voting rights and power of all shares of any class of the Parent, then to be outstanding, determined on a fully-diluted basis (the "ADS Consideration") or (ii) if and to the extent elected by any such holder, in the manner provided in Section 2.6, in the form of Parent Ordinary Shares, in registered form ("Ordinary Share Consideration" and, together with the ADS Consideration, the "“Merger Consideration"); provided”) . As a result of the Merger, however, that the Parent ADSs may be evidenced by one or more receipts ("Parent ADRs") issued in accordance with the Deposit Agreement. At at the Effective Time, all Company Common Stock shall no longer be outstanding, shall be canceled and retired and each holder of Shares shall cease to existhave any rights with respect thereto, and each certificate (a "Certificate") formerly representing any of such Company Common Stock shall thereafter represent only except the right to receive the Merger Consideration payable in respect of such Shares which are issued and outstanding immediately prior to the rightEffective Time, if any, to receive pursuant to Section 2.7(e) any cash in lieu of fractional shares of Parent ADSs (or, if applicable, fractional Common Stock or Parent Ordinary SharesPreferred Stock payable pursuant to Section 2.1(c) and any dividend dividends or distribution other distributions payable pursuant to Section 2.7(c2.2(b), in each case all to be issued or paid, without interest. Parent shall, following in consideration therefor upon the Closing, pay all stamp duties, stamp duty reserve tax and other taxes and similar levies imposed in connection with the issuance or creation surrender of the Parent Ordinary such Shares, Parent ADSs and any Parent ADRs in connection therewith (such Parent Ordinary Shares or Parent ADSs to be received by a holder may be referred to in this Agreement as "Parent Shares").

Conversion of Company Common Stock. Except as provided in clauses (a) At the Effective Time each issued and outstanding share of Company Capital Stock, $0.01 par value, shall be converted, without any action on the part of the holders hereof, into the right to receive, upon surrender of a certificate representing such share of Company Capital Stock in the manner provided in Section 1.17, that number of shares of Holding Company Common Stock equal to the Exchange Ratio. (b) of Notwithstanding anything contained in this Section 2.51.14 to the contrary, each share of Company Common Stock issued and held in the Company's treasury immediately prior to the Effective Time shall, by virtue of the Company Merger, cease to be outstanding and shall be canceled and retired without payment of any consideration therefor. (c) Notwithstanding anything in this Section 1.14 to the contrary, shares of Company Common Stock which are issued and outstanding immediately prior to the Effective Time and which are held by shareholders who have not voted such shares in favor of the Company Merger and who shall have properly exercised and perfected their rights of appraisal for such shares in the manner provided by the Washington Business Corporation Act (the "WCL") and who, as of the Effective Time, shall not have effectively withdrawn or lost such dissenters rights ( collectively, the "Dissenting Shares") shall not be converted into and shall be canceled in exchange for or represent the right to receive from Parent the consideration for Company Capital Stock pursuant to Section 2.5(d) a 1.14, but the holder shall only be entitled to such rights as are granted by applicable law. If such holder shall have so failed to perfect or shall have effectively withdrawn or lost such right, his shares shall thereupon be deemed to have been converted into and to have become exchangeable for, at the Effective Time, the right to receive that number of Parent Ordinary Shares shares of Holding Company Common Stock equal to the Exchange Ratio, which . The Company shall be delivered to the holders give Parent prompt notice of Company Common Stock (i) in the form of American Depositary any Dissenting Shares (the "and shall also give Parent ADSs"), each representing prompt notice of any withdrawals of such demands for payment in exercise of a shareholder's dissenters' rights) and Parent shall have the right to receive five Parent Ordinary Shares (the "ADS Consideration") or (ii) if direct all negotiations and proceedings with respect to the extent elected by any such holder, in demands. Neither the manner provided in Section 2.6, in Company nor the form surviving corporation of Parent Ordinary Shares, in registered form ("Ordinary Share Consideration" and, together with the ADS Consideration, the "Company Merger Consideration"); provided, however, that the Parent ADSs may be evidenced by one or more receipts ("Parent ADRs") issued in accordance with the Deposit Agreement. At the Effective Time, all Company Common Stock shall no longer be outstanding, shall be canceled and retired and shall cease to exist, and each certificate (a "Certificate") formerly representing any of such Company Common Stock shall thereafter represent only the right to receive the Merger Consideration and the right, if any, to receive pursuant to Section 2.7(e) cash in lieu of fractional Parent ADSs (or, if applicable, fractional Parent Ordinary Shares) and any dividend or distribution pursuant to Section 2.7(c), in each case without interest. Parent shall, following the Closing, pay all stamp duties, stamp duty reserve tax and other taxes and similar levies imposed in connection with the issuance or creation of the Parent Ordinary Shares, Parent ADSs and any Parent ADRs in connection therewith (such Parent Ordinary Shares or Parent ADSs to be received by a holder may be referred to in this Agreement as "Parent Shares").4

Conversion of Company Common Stock. Except Each share (including the associated rights (the “Company Rights”) pursuant to the Rights Agreement (the “Company Rights Agreement”), dated September 17, 2013, by and between the Company and Computershare Trust Company, N.A., as provided in clauses Rights Agent) (a) and (ba “Company Share”) of this Section 2.5the Company’s common stock, each $0.01 par value per share of (the “Company Common Stock Stock”), issued and outstanding immediately prior to the Effective Time (other than (i) any Company Shares that are subject to the provisions of Section 2.1(b) and (ii) any Company Shares that are held by Dissenting Stockholders, which are subject to Section 2.3 (such Company Shares described in clauses (i) and (ii), “Exempted Company Shares”)) shall be converted into and shall be canceled in exchange for the right to receive from Parent pursuant to Section 2.5(d(A) a number of Parent Ordinary Shares equal $32.50 in cash, payable to the Exchange Ratioholder thereof, which shall be delivered without interest (the “Initial Cash Merger Consideration”), (B) one contingent value right to receive, subject to the holders terms of Company Common Stock (i) in the form of American Depositary Shares (the "Parent ADSs"), each representing the right to receive five Parent Ordinary Shares (the "ADS Consideration") or (ii) if and to the extent elected by any such holder, in the manner provided in Section 2.6, in the form of Parent Ordinary Shares, in registered form ("Ordinary Share Consideration" and, together with the ADS ConsiderationCasa Ley CVR Agreement, the "Merger Consideration"Casa Ley CVR Payment Amount (such right, a “Casa Ley CVR”); provided, however, that (1) in the event that the Parent ADSs may Entire Casa Ley Sale is consummated prior to the Closing, the holder of such Company Share shall be evidenced entitled to receive, in lieu of the Casa Ley CVR (or, in the event of an Entire Casa Ley Sale with any deferred cash consideration (including any escrow or holdback amount) still remaining to be paid thereunder, in addition to the Casa Ley CVR issued in respect of such deferred cash consideration), an amount in cash equal to the quotient of (x) the Casa Ley Net Proceeds, divided by (y) the number of Closing Company Shares, (2) in the event one or more receipts Partial Casa Ley Sales ("Parent ADRs"that, collectively, do not constitute the Entire Casa Ley Sale) issued are consummated prior to the Closing, the holder of such Company Share shall be entitled to receive, in accordance addition to the Casa Ley CVR, an amount in cash equal to the quotient of (x) the Partial Casa Ley Net Proceeds with respect to such Partial Casa Ley Sale(s) divided by (y) the Deposit Agreement. At number of Closing Company Shares and (3) in the event that the Entire Casa Ley Sale or any Partial Casa Ley Sale is consummated prior to the Effective Time, all Company Common Stock shall no longer be outstanding, shall be canceled and retired and shall cease to exist, and each certificate (a "Certificate") formerly representing any the holder of such Company Common Stock Share shall thereafter represent only be entitled to receive an amount in cash equal to the quotient of (x) the product of (A) any cash amounts received (without duplication of any amounts paid to the Company or any Company Subsidiary in connection with any Entire Casa Ley Sale or Partial Casa Ley Sale) by the Company or any Company Subsidiary from and after January 1, 2014 and prior to the Closing as a dividend or distribution due to its direct or indirect ownership of Equity Interests in Casa Ley and (B) 60.75%, divided by (y) the number of Closing Company Shares (such cash payable pursuant to (1), (2) and/or (3) of this proviso, (the “Casa Ley Cash Consideration”), (C) one contingent value right to receive receive, subject to the Merger Consideration and terms of the PDC CVR Agreement, the PDC CVR Payment Amount (such right, if anya “PDC CVR”); provided, that (1) in the event that the Entire PDC Sale is consummated prior to receive the Closing and PDC repays all outstanding amounts due under the Company-PDC Loans, the holder of such Company Share shall be entitled to receive, in lieu of the PDC CVR (or, in the event of an Entire PDC Sale with any deferred cash consideration (including any escrow or holdback amount) still remaining to be paid thereunder, in addition to the PDC CVR issued in respect of such deferred cash consideration), an amount in cash equal to the quotient of (x) the PDC Net Proceeds remaining after repayment in full and termination of the Company-PDC Loans pursuant to Section 2.7(e) cash in lieu of fractional Parent ADSs (or, if applicable, fractional Parent Ordinary Shares) and any dividend or distribution pursuant to Section 2.7(c5.4(c), divided by (y) the number of Closing Company Shares, (2) in each case the event that one or more Partial PDC Sales (that, collectively, do not constitute the Entire PDC Sale) are consummated prior to the Closing and PDC repays the PDC Loan Mandatory Prepayment Amount applicable to such Partial PDC Sales, the holder of such Company Share shall be entitled to receive, in addition to the PDC CVR, an amount in cash equal to the quotient of (x) the Partial PDC Net Proceeds with respect to such Partial PDC Sales remaining after repayment of the PDC Loan Mandatory Prepayment Amount applicable to such Partial PDC Sales, divided by (y) the number of Closing Company Shares, and (3) in the event that the Entire PDC Sale or any Partial PDC Sale is consummated, the holder of such Company Share shall be entitled to receive an amount in cash equal to the quotient of (x) the product of (A) any amounts received by the Company or any Company Subsidiary prior to the Closing as dividends or distributions paid from the operating earnings of PDC due to its direct or indirect ownership of PDC (without interest. Parent shall, following duplication of any amounts paid to the Closing, pay all stamp duties, stamp duty reserve tax and other taxes and similar levies imposed Company or any Company Subsidiary in connection with any Entire PDC Sale or Partial PDC Sale) and (B) 60.75% divided by (y) the issuance or creation number of the Parent Ordinary Shares, Parent ADSs and any Parent ADRs in connection therewith Closing Company Shares (such Parent Ordinary Shares or Parent ADSs cash payable pursuant to be received by a holder may be referred to in (1), (2) and/or (3) of this Agreement as "Parent Shares").proviso, the “PDC Cash Consideration”) and (D) if the Closing shall not have occurred on

Conversion of Company Common Stock. Except as provided in clauses (ai) and (b) of this Section 2.5, each Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (but excluding (x) shares to be canceled in accordance with Section 2.01(b), (y) shares to be converted in accordance with Section 2.01(c) and (z) any Dissenting Shares) shall be converted into and shall be canceled in exchange for the right to receive from Parent pursuant to Section 2.5(d(A) a number of shares of validly issued, fully paid and nonassessable shares of common stock, par value, $0.01 per share, designated as Class V Common Stock (the “Class V Common Stock”) of Parent Ordinary Shares (the “Stock Consideration”) having terms as set forth in the Amended and Restated Certificate of Incorporation of Parent attached as Exhibit C hereto to be filed with the Secretary of State of the State of Delaware and made effective as of immediately prior to the Effective Time (the “Parent Certificate”) equal to the Exchange Ratio, which shall be delivered quotient (rounded to the holders nearest five decimal points) obtained by dividing (I) 222,966,450 by (II) the aggregate number of shares of Company Common Stock issued and outstanding immediately prior to the Effective Time (iincluding shares issued as a result of vesting of Company Equity Awards and shares contributed to Parent, Merger Sub or any of their Affiliates, in each case as contemplated by Section 5.04) (which aggregate number will be set forth in a certificate of the form Company delivered as of American Depositary Shares immediately prior to the Effective Time) and (B) $24.05 in cash, without interest (the "Parent ADSs"), each representing the right to receive five Parent Ordinary Shares (the "ADS “Cash Consideration") or (ii) if and to the extent elected by any such holder, in the manner provided in Section 2.6, in the form of Parent Ordinary Shares, in registered form ("Ordinary Share Consideration" ” and, together with the ADS Stock Consideration, the "“Merger Consideration"”); provided, however, that the Parent ADSs may be evidenced by one or more receipts ("Parent ADRs") issued in accordance with the Deposit Agreement. At the Effective Time, all shares of Company Common Stock converted into the right to receive the Merger Consideration pursuant to this Section 2.01(d) shall no longer be outstanding, outstanding and shall automatically be canceled and retired and shall cease to exist, and each holder of a certificate (a "“Certificate"”) formerly representing or book-entry shares (“Book-Entry Shares”), which immediately prior to the Effective Time represented any such shares of such Company Common Stock shall thereafter represent only cease to have any rights with respect thereto, except the right to receive the Merger Consideration and the rightConsideration, if any, to receive any dividends or other distributions payable pursuant to Section 2.7(e2.02(c) and cash in lieu of any fractional Parent ADSs (or, if applicable, fractional Parent Ordinary Shares) and any dividend or distribution shares payable pursuant to Section 2.7(c2.02(e), without interest, in each case without interest. Parent shall, following the Closing, pay all stamp duties, stamp duty reserve tax and other taxes and similar levies imposed to be issued or paid in connection consideration therefor subject to compliance with the issuance or creation of the Parent Ordinary Shares, Parent ADSs and any Parent ADRs in connection therewith (such Parent Ordinary Shares or Parent ADSs to be received by a holder may be referred to procedures set forth in this Agreement as "Parent Section 2.01 upon surrender of such Certificate in accordance with Section 2.02(b), in the case of certificated shares, and immediately, in the case of Book-Entry Shares").

Conversion of Company Common Stock. Except as provided in clauses (a) and (b) of this Subject to Section 2.52.02(e), each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares to be canceled in accordance with Section 2.01(b)) shall be converted into and shall be canceled in exchange for the right to receive from Parent pursuant to Section 2.5(d(i) a number 0.493 (the “Exchange Ratio”) validly issued, fully paid and nonassessable shares of Parent Ordinary Shares equal to the Exchange Ratio, which shall be delivered to the holders of Company Common Stock (ithe “Stock Portion”) in the form of American Depositary Shares (the "Parent ADSs"), each representing the right to receive five Parent Ordinary Shares (the "ADS Consideration") or and (ii) if and to $33.25 in cash, without interest (the extent elected by any such holder, in the manner provided in Section 2.6, in the form of Parent Ordinary Shares, in registered form ("Ordinary Share Consideration" “Cash Portion” and, together with the ADS ConsiderationStock Portion, the "“Merger Consideration"”); provided, however, that the Parent ADSs may be evidenced by one or more receipts ("Parent ADRs") issued in accordance with the Deposit Agreement. At the Effective Time, all such shares of Company Common Stock shall no longer be outstanding, outstanding and shall automatically be canceled and retired and shall cease to exist, and each holder of a certificate (a "Certificate") formerly representing which immediately prior to the Effective Time represented any such shares of such Company Common Stock (each, a “Certificate”) shall thereafter represent only cease to have any rights with respect thereto, except the right to receive the Merger Consideration and the rightConsideration, if any, to receive any dividends or other distributions payable pursuant to Section 2.7(e2.02(c) and cash in lieu of any fractional Parent ADSs (or, if applicable, fractional Parent Ordinary Shares) and any dividend or distribution shares payable pursuant to Section 2.7(c2.02(e), in each case to be issued or paid in consideration therefor upon surrender of such Certificate in accordance with Section 2.02(b), without interest. Notwithstanding the foregoing, if between the date of this Agreement and the Effective Time, (A) the outstanding shares of Parent shallCommon Stock shall have been changed into a different number of shares or a different class, following the Closing, pay all stamp duties, stamp duty reserve tax and other taxes and similar levies imposed in connection with the issuance or creation by reason of the occurrence or record date of any stock dividend, subdivision, reclassification, recapitalization, split, combination, exchange of shares or similar transaction, (B) Parent Ordinary Sharesdeclares or pays cash dividends in any fiscal quarter in excess of 200% of the amount of regularly quarterly dividends paid by the Parent immediately prior to the date hereof or (C) Parent engages in any spin-off or split-off, Parent ADSs then in any such case the Exchange Ratio shall be appropriately adjusted to reflect such action. The right of any holder of a Certificate to receive the Merger Consideration, any dividends or other distributions payable pursuant to Section 2.02(c) and cash in lieu of any Parent ADRs in connection therewith (such Parent Ordinary Shares or Parent ADSs fractional shares payable pursuant to Section 2.02(e) shall be received subject to and reduced by a holder may be referred to in this Agreement as "Parent Shares")the amount of any withholding that is required under applicable tax Law.

Conversion of Company Common Stock. Except as provided At the Merger Effective Time, subject to the provisions of Sections 1.6 and 1.8 hereof, each share of no par value common stock of the Company ("Company Common Stock") issued and outstanding prior to the Merger Effective Time (other than (x) shares of Company Common Stock cancelled in clauses (aaccordance with Section 1.5(c) hereof and (by) "Dissenting Shares" (as defined in Section 1.8 hereof), shall, by virtue of this Section 2.5the Merger and without any action on the part of the holders thereof, be converted into the right to receive validly issued, fully paid and nonassessable shares of Parent Common Stock on the basis of a ratio of one (1) share of Parent Common Stock for each share of Company Common Stock outstanding immediately prior to (the Effective Time shall be converted into and shall be canceled in exchange for the right to receive from Parent pursuant to Section 2.5(d) a number of Parent Ordinary Shares equal to the "Exchange Ratio"), which shall be delivered provided, however, that if the Company has an agreement with any Existing Company Shareholder (a "Company Restricted Stock Agreements") regulating such holder's ownership and rights to the holders transfer any shares of Company Common Stock (i) "Company Restricted Stock"), then the shares of Parent Common Stock issuable to that Existing Company Shareholder in respect of shares of that Company Restricted Stock shall continue to be bound by the terms and provisions of that Company Restricted Stock Agreement as applied to that Company Restricted Stock. Prior to the Merger Effective Time, Parent and the Company will execute and deliver to each holder of shares of Company Restricted Stock an agreement substantially in the form of American Depositary Shares EXHIBIT E attached hereto (the "Parent ADSsCompany Restricted Stock Novation Agreement"), each representing to be effective upon the right completion of the Merger and evidencing Parent's foregoing assumption of the Company Restricted Stock Agreement with that Existing Company Shareholder by Parent, and will use commercially reasonable efforts to receive five Parent Ordinary Shares (obtain the "ADS Consideration") or (ii) if execution and return of the Company Restricted Stock Novation Agreement by such holder prior to the extent elected by any such holder, in the manner provided in Section 2.6, in the form Merger Effective Time. No fractional shares of Parent Ordinary SharesCommon Stock will be issued, in registered form ("Ordinary Share Consideration" and, together with and the ADS Consideration, the "Merger Consideration"); provided, however, that the shares of Parent ADSs may Common Stock to be evidenced by one or more receipts ("Parent ADRs"issued pursuant to this Section 1.5(c) issued in accordance with the Deposit Agreement. At the Effective Time, all Company Common Stock shall no longer be outstanding, Exchange Ratio shall be canceled and retired and shall cease rounded up to exist, and each certificate (a "Certificate") formerly representing any the nearest whole share of such Company Parent Common Stock shall thereafter represent only the right to receive the Merger Consideration and the right, if any, to receive pursuant to Section 2.7(e) cash in lieu of fractional Parent ADSs (or, if applicable, fractional Parent Ordinary Shares) and any dividend or distribution pursuant to Section 2.7(c), in each case without interest. Parent shall, following the Closing, pay all stamp duties, stamp duty reserve tax and other taxes and similar levies imposed in connection with the issuance or creation of the Parent Ordinary Shares, Parent ADSs and any Parent ADRs in connection therewith (such Parent Ordinary Shares or Parent ADSs to be received by a holder may be referred to in this Agreement as "Parent Shares")Stock.

Conversion of Company Common Stock. Except as provided in clauses Subject to Sections 3.2 and 3.5, (ai) each issued and outstanding share of common stock (a “Common Share”), par value $0.01 per share, of the Company (“Company Common Stock”), outstanding immediately prior to the Effective Time, shall thereupon be converted automatically into and shall thereafter represent the right to receive (A) 0.4 (the “Common Stock Exchange Ratio”) of a fully-paid and nonassessable share of common stock, par value $0.00002 per share, of Parent (“Parent Common Stock”), and (bB) 0.012 (the “Series A Preferred Stock Exchange Ratio”) of a fully-paid and nonassessable share of Series A Convertible Preferred Stock, par value $0.00002 per share, of Parent (“Parent Series A Preferred Stock”), and (ii) each issued and outstanding share of preferred stock (a “Preferred Share”), par value $0.01 per share, of the Company (“Company Preferred Stock”), outstanding immediately prior to the Effective Time, shall thereupon be converted automatically into and shall thereafter represent the right to receive 0.02 (the “Series B Preferred Stock Exchange Ratio”) of a fully-paid and nonassessable share of Series B Convertible Preferred Stock, par value $0.00002 per share, of Parent (“Parent Series B Preferred Stock”). The shares of Parent Common Stock and Parent Series A Preferred Stock issued to each holder of Common Shares and the shares of Parent Series B Preferred Stock issued to each holder of Preferred Shares pursuant to this Section 2.53.1(a), are hereinafter referred to as the “Merger Consideration.” As a result of the Merger, at the Effective Time, each share holder of Company Common Stock Shares and each holder of Preferred Shares shall cease to have any rights with respect thereto, except the right to receive the applicable portion of the Merger Consideration payable in respect of such Shares which are issued and outstanding immediately prior to the Effective Time shall be converted into and shall be canceled in exchange for the right to receive from Parent any dividends or other distributions payable pursuant to Section 2.5(d) a number of Parent Ordinary Shares equal to the Exchange Ratio, which shall be delivered to the holders of Company Common Stock (i) in the form of American Depositary Shares (the "Parent ADSs"3.6(c), each representing the right all to receive five Parent Ordinary Shares (the "ADS Consideration") be issued or (ii) if and to the extent elected by any such holderpaid, without interest, in consideration therefor upon the manner provided in Section 2.6, in the form surrender of Parent Ordinary Shares, in registered form ("Ordinary Share Consideration" and, together with the ADS Consideration, the "Merger Consideration"); provided, however, that the Parent ADSs may be evidenced by one or more receipts ("Parent ADRs") issued such Shares in accordance with the Deposit Agreement. At the Effective Time, all Company Common Stock shall no longer be outstanding, shall be canceled and retired and shall cease to exist, and each certificate (a "Certificate") formerly representing any of such Company Common Stock shall thereafter represent only the right to receive the Merger Consideration and the right, if any, to receive pursuant to Section 2.7(e) cash in lieu of fractional Parent ADSs (or, if applicable, fractional Parent Ordinary Shares) and any dividend or distribution pursuant to Section 2.7(c), in each case without interest. Parent shall, following the Closing, pay all stamp duties, stamp duty reserve tax and other taxes and similar levies imposed in connection with the issuance or creation of the Parent Ordinary Shares, Parent ADSs and any Parent ADRs in connection therewith (such Parent Ordinary Shares or Parent ADSs to be received by a holder may be referred to in this Agreement as "Parent Shares").3.6

Conversion of Company Common Stock. Except as provided in clauses (a) and (b) Subject to the following provisions of this Section 2.52.1(d), each share of Company Common Stock issued and outstanding immediately before the Effective Time, other than shares to be canceled in accordance with Section 2.1(b) and any Dissenting Shares, shall be converted into the right to receive, in the manner provided by Section 2.2, the amount in cash, without interest (the "Per Common Share Merger Consideration" ) equal to the quotient produced by dividing (i) the remainder of (A) the sum of $ 130,000,000 (the "Base Purchase Price" ), plus the Estimated Excess, if any, plus the Aggregate Option Exercise Price Proceeds, plus the Aggregate Warrant Exercise Price Proceeds minus (B) the sum of the Preferred Stock Merger Consideration, all Company Expenses, the Estimated Underage, if any, and the Escrow Amount, by (ii) the number of shares of Company Common Stock equal to the sum of (A) the number of shares of Company Common Stock outstanding immediately before the Effective Time (including any Dissenting Shares), (B) any shares of Company Common Stock that, immediately before the Effective Time, would be issuable upon exercise in full of all Options (including the Modified Options), whether or not then vested, that are outstanding as of such time, (C) any shares of Company Common Stock issuable upon conversion of all shares of Series D Preferred Stock outstanding immediately before the Effective Time and (D) any shares of Company Common Stock issuable upon exercise (directly or indirectly) in full of all the Series C Warrants or Series D Warrants outstanding immediately prior to the Effective Time shall be converted into and shall be canceled in exchange Time), but excluding for the right to receive from Parent pursuant to Section 2.5(d) a number of Parent Ordinary Shares equal to the Exchange Ratio, which shall be delivered to the holders this purpose any outstanding shares of Company Common Stock (i) in to be cancelled at the form of American Depositary Shares (the "Parent ADSs"Effective Time pursuant to Section 2.1(b), each representing the right to receive five Parent Ordinary Shares (the "ADS Consideration") or (ii) if and to the extent elected by any such holder, in the manner provided in Section 2.6, in the form of Parent Ordinary Shares, in registered form ("Ordinary Share Consideration" and, together with the ADS Consideration, the "Merger Consideration"); provided, however, that the Parent ADSs may Per Common Share Merger Consideration shall be evidenced subject to adjustment as provided by one or more receipts Article VIII. The holders of shares of Company Common Stock entitled to receive the Per Common Share Merger Consideration are herein collectively referred to as the "Company Stockholders"). The Preferred Stock Merger Consideration plus the remainder of (i) the aggregate of all Per Common Share Merger Consideration minus (ii) the sum of the Aggregate Option Exercise Price Proceeds plus the Aggregate Warrant Exercise Price Proceeds is herein referred to as the "Parent ADRs") issued in accordance with the Deposit Agreement. At Merger Consideration." As of the Effective Time, all shares of Company Common Stock shall no longer cease to be outstanding, outstanding and shall automatically be canceled and retired shall no longer is issued or authorized, and each holder of a certificate which immediately prior to the Effective Time (giving effect to Section 5.11) represented any such shares of Company Common Stock (each, a "Common Certificate" and each Common Certificate or Preferred Certificate, a "Certificate" ) shall cease to existhave any rights with respect thereto, and each certificate (a "Certificate") formerly representing any of such Company Common Stock shall thereafter represent only except the right to receive the Per Common Share Merger Consideration to be paid in consideration therefor as provided herein upon surrender of such Common Certificate, without interest, or, in the case of Dissenting Shares, the amount provided for by Section 2.1(h) and the right, if any, applicable law. In addition to receive any amounts payable pursuant to this Section 2.7(e) cash 2.1(d), a holder of Company Common Stock as of immediately prior to the Effective Time may also be entitled to additional amounts in lieu of fractional Parent ADSs (or, if applicable, fractional Parent Ordinary Sharesaccordance with Sections 2.1(g) and any dividend or distribution pursuant to Section 2.7(c), in each case without interest. Parent shall, following the Closing, pay all stamp duties, stamp duty reserve tax and other taxes and similar levies imposed in connection with the issuance or creation of the Parent Ordinary Shares, Parent ADSs and any Parent ADRs in connection therewith (such Parent Ordinary Shares or Parent ADSs to be received by a holder may be referred to in this Agreement as "Parent Shares"2.2(b).

Conversion of Company Common Stock. Except Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than Dissenting Shares or Cancelled Shares) shall be automatically converted into the right to receive from Merger Sub a portion of a validly issued, fully paid and non-assessable Parent Common Share (the “Exchange Ratio”) equal to 0.078; provided, however, if the Average Parent Share Price is less than $3.22, the Exchange Ratio shall be equal to a decimal (rounded to the nearest one-one thousandth place) determined by dividing $0.25 by the Average Parent Share Price; provided, further, however, if the Average Parent Share Price is greater than $3.86, the Exchange Ratio shall be equal to a decimal (rounded to the nearest one-one thousandth place) determined by dividing $0.30 by the Average Parent Share Price. Notwithstanding the preceding sentence, if the aggregate number of Parent Common Shares to be issued pursuant to this Section 2.1(a) plus the number of Parent Common Shares underlying each Company Warrant assumed by Parent pursuant to Section 2.3(c) would exceed 19.9% of the Parent Common Shares outstanding immediately prior to the Effective Time (the “Maximum Share Amount”), then appropriate adjustments shall be made to the Merger Consideration (as provided defined below) to be issued pursuant thereto such that (1) the aggregate number of Parent Common Shares to be included in clauses (a) the Merger Consideration is reduced to the extent required such that the aggregate number of Parent Common Shares to be so issued does not exceed the Maximum Share Amount and (b2) an aggregate amount of cash consideration will be included in the Merger Consideration, such aggregate amount equal to the Average Parent Share Price multiplied by the number of Parent Common Shares so reduced (the “Cash Consideration”). Any reduction to the number of Parent Common Shares to be issued in the Merger, and any Cash Consideration to be included in the Merger Consideration, in each case in accordance with this Section 2.5Article II, shall be applied pro rata to the shares of Company Common Stock (including shares of Company Common Stock issuable in respect of Company Warrants) outstanding as of immediately prior to the Effective Time. As of the Effective Time, each share of Company Common Stock outstanding immediately prior to the Effective Time shall be converted into and shall be canceled in exchange for the right to receive from Merger Sub the Parent Common Shares to be issued pursuant to Section 2.5(d) a number of Parent Ordinary Shares equal to this Article II plus, if applicable, the Exchange Ratio, which shall be delivered to the holders of Company Common Stock (i) in the form of American Depositary Shares Cash Consideration (the "Parent ADSs"), each representing the right to receive five Parent Ordinary Shares (the "ADS Consideration") or (ii) if and to the extent elected by any such holder, in the manner provided in Section 2.6, in the form of Parent Ordinary Shares, in registered form ("Ordinary Share Consideration" and, together with the ADS Consideration, the "“Merger Consideration"); provided, however, that the Parent ADSs may be evidenced by one or more receipts ("Parent ADRs"”) issued in accordance with the Deposit Agreement. At the Effective Time, all Company Common Stock shall no longer be outstanding, shall automatically be canceled and retired cancelled and shall cease to exist, and each certificate (a "Certificate") formerly representing any uncertificated shares of such Company Common Stock represented by book-entry form (“Book-Entry Shares”) and each certificate that, immediately prior to the Effective Time, represented any such shares of Company Common Stock (each, a “Certificate”) shall thereafter represent only the right to receive receive, pursuant to the terms of this Agreement, the Merger Consideration and into which the right, if any, to receive shares of Company Common Stock represented by such Book-Entry Share or Certificate have been converted pursuant to this Section 2.7(e) 2.1, as well as any cash in lieu of fractional Parent ADSs (or, if applicable, fractional Parent Ordinary Shares) Common Shares to be issued or paid in consideration therefor and any dividend dividends or distribution pursuant other distributions to which holders of Company Common Stock become entitled in accordance with Section 2.7(c), in each case without interest. Parent shall, following the Closing, pay all stamp duties, stamp duty reserve tax and other taxes and similar levies imposed in connection with the issuance or creation of the Parent Ordinary Shares, Parent ADSs and any Parent ADRs in connection therewith (such Parent Ordinary Shares or Parent ADSs to be received by a holder may be referred to in this Agreement as "Parent Shares"2.2(e).

Conversion of Company Common Stock. Except Each share of Common Stock, ---------------------------------- par value $0.001 per share, of the Company ("Company Common Stock") issued and -------------------- outstanding immediately prior to the Effective Time, other than any shares of Company Common Stock to be canceled pursuant to Section 1.6(b) hereof, shall be -------------- canceled and extinguished and automatically converted (subject to Section 1.6(e) -------------- and Section 1.6(f) hereof) -------------- into the right to receive 0.50 (the "Exchange Ratio") shares of Common Stock, -------------- par value $0.00067 per share, of Parent (including, with respect to each such share of Common Stock of Parent, the associated Rights (as provided defined in clauses that certain Second Amended and Restated Shares Rights Agreement, dated as of February 11, 1998, as amended April 14, 1999 and April 26, 2000) (athe "Parent ------ Rights Agreement") between the Company and BankBoston, N.A., as Rights Agent ---------------- (bthe "Parent Common Stock") upon surrender of this the certificate representing such ------------------- share of Company Common Stock in the manner set forth in Section 2.51.7 hereof (or ----------- in the case of a lost, each share stolen or destroyed certificate, upon delivery of an affidavit (and bond, if required) in the manner set forth in Section 1.9 ----------- hereof). If any shares of Company Common Stock outstanding immediately prior to the Effective Time shall be converted into and shall be canceled are unvested or are subject to a repurchase option, risk of forfeiture or other condition under any applicable restricted stock purchase agreement or other agreement with the Company, then the shares of Parent Common Stock issued in exchange for the right to receive from Parent pursuant to Section 2.5(d) a number of Parent Ordinary Shares equal to the Exchange Ratio, which shall be delivered to the holders such shares of Company Common Stock (i) in the form of American Depositary Shares (the "Parent ADSs"), each representing the right to receive five Parent Ordinary Shares (the "ADS Consideration") or (ii) if shall also be unvested and subject to the extent elected by any same repurchase option, risk of forfeiture or other condition, and the certificates representing such holder, in the manner provided in Section 2.6, in the form shares of Parent Ordinary Shares, in registered form ("Ordinary Share Consideration" and, together Common Stock may accordingly be marked with the ADS Consideration, the "Merger Consideration"); provided, however, appropriate legends. The Company shall take all action that the Parent ADSs may be evidenced by one or more receipts ("Parent ADRs") issued in accordance with the Deposit Agreement. At necessary to ensure that, from and after the Effective Time, all Company Common Stock shall no longer be outstanding, shall be canceled and retired and shall cease Parent is entitled to exist, and each certificate (a "Certificate") formerly representing exercise any of such Company Common Stock shall thereafter represent only the repurchase option or other right to receive the Merger Consideration and the right, if any, to receive pursuant to Section 2.7(e) cash set forth in lieu of fractional Parent ADSs (or, if applicable, fractional Parent Ordinary Shares) and any dividend such restricted stock purchase agreement or distribution pursuant to Section 2.7(c), in each case without interest. Parent shall, following the Closing, pay all stamp duties, stamp duty reserve tax and other taxes and similar levies imposed in connection with the issuance or creation of the Parent Ordinary Shares, Parent ADSs and any Parent ADRs in connection therewith (such Parent Ordinary Shares or Parent ADSs to be received by a holder may be referred to in this Agreement as "Parent Shares")agreement.

Conversion of Company Common Stock. Except as provided in clauses (a) and (b) of this Section 2.5, each Each share of Company Common Stock issued and outstanding immediately prior to the First Effective Time but excluding any shares of Company Common Stock issuable to holders of Company Options that is held by a Person who is an Accredited Investor, other than shares of Company Common Stock to be cancelled pursuant to Section ‎2.4(c) or Dissenting Shares, shall be converted solely into and shall be canceled in exchange for the right to receive from Parent the Per Share Mixed Consideration (including, for the avoidance of doubt, amounts distributable to such Company Stockholder in respect of such Company Common Stock pursuant to Section 2.5(dSections 2.9, 8.4(a) a number and 10.10(g)) upon surrender of Parent Ordinary Shares equal to the Exchange Ratio, which shall be delivered to the holders such shares of Company Common Stock in accordance with Section ‎2.5. Each share of Company Common Stock issued and outstanding immediately prior to the First Effective Time (ibut excluding any shares of Company Common Stock issuable to holders of Company Options) in the form that is held by a Person who is not an Accredited Investor, other than shares of American Depositary Shares (the "Parent ADSs")Company Common Stock to be cancelled pursuant to Section ‎2.4(c) or Dissenting Shares, each representing shall be converted solely into the right to receive five Parent Ordinary Shares the Per Share Cash Consideration (including, for the "ADS Consideration"avoidance of doubt, amounts distributable to such Company Stockholder in respect of such Company Common Stock pursuant to Sections 2.9, 8.4(a) or (iiand 10.10(g)) if and to the extent elected by any upon surrender of such holder, in the manner provided in Section 2.6, in the form shares of Parent Ordinary Shares, in registered form ("Ordinary Share Consideration" and, together with the ADS Consideration, the "Merger Consideration"); provided, however, that the Parent ADSs may be evidenced by one or more receipts ("Parent ADRs") issued Company Common Stock in accordance with Section ‎2.5. As of the Deposit Agreement. At the First Effective Time, all shares of Company Common Stock but excluding any shares of Company Common Stock issuable to holders of Company Options shall no longer be outstanding, outstanding and shall automatically be canceled and retired cancelled and shall cease to exist, and each certificate (a "Certificate") formerly representing any of such Company Common Stock shall thereafter represent only the right to receive the Merger Per Share Mixed Consideration and or the rightPer Share Cash Consideration, if anyas applicable, to receive pursuant be paid in accordance with Section ‎2.5 (other than Dissenting Shares which shall be entitled only to those rights set forth in Section 2.7(e) cash in lieu of fractional Parent ADSs (or, if applicable, fractional Parent Ordinary Shares) and any dividend or distribution pursuant to Section 2.7(c‎2.6(a), in each case without interest. Parent shall, following the Closing, pay all stamp duties, stamp duty reserve tax and other taxes and similar levies imposed in connection with the issuance or creation of the Parent Ordinary Shares, Parent ADSs and any Parent ADRs in connection therewith (such Parent Ordinary Shares or Parent ADSs to be received by a holder may be referred to in this Agreement as "Parent Shares").

Conversion of Company Common Stock. Except as provided in clauses (a) and (b) of this Subject to Section 2.52.02(e), each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares to be canceled in accordance with Section 2.01(b)) shall be converted into and shall be canceled in exchange for the right to receive from Parent pursuant to Section 2.5(d) a that number of validly issued, fully paid and nonassessable shares of Parent Ordinary Shares Common Stock equal to the Exchange Ratio, which shall be delivered to the holders of Company Common Stock Ratio (i) in the form of American Depositary Shares (the "Parent ADSs"), each representing the right to receive five Parent Ordinary Shares (the "ADS Consideration") or (ii) if and to the extent elected by any such holder, in the manner provided in Section 2.6, in the form of Parent Ordinary Shares, in registered form ("Ordinary Share Consideration" and, together with the ADS Consideration, the "Merger Consideration"); provided. The "Exchange Ratio" means the quotient obtained by dividing $2.72 by the Average Closing Price and rounding to the nearest 1/10,000. The "Average Closing Price" shall be an amount equal to the average per share closing price of Parent Common Stock, howeveras reported on the New York Stock Exchange, that Inc. (the Parent ADSs may be evidenced by one or more receipts ("Parent ADRsNYSE") issued in accordance Composite Transactions Tape (as reported by The Wall Street Journal (Northeast edition), or, if not reported thereby, any other authoritative source) (the "NYSE Composite Transactions Tape") for the 20 trading days ending with the Deposit Agreementsecond trading day immediately preceding the Closing Date. At As of the Effective Time, all such shares of Company Common Stock shall no longer be outstanding, outstanding and shall automatically be canceled and retired and shall cease to exist, and each holder of a certificate which immediately prior to the Effective Time represented any such shares of Company Common Stock (each, a "Certificate") formerly representing shall cease to have any of such Company Common Stock shall thereafter represent only rights with respect thereto, except the right to receive the Merger Consideration and the rightConsideration, if any, any dividends or other distributions to receive which such holder is entitled pursuant to Section 2.7(e2.02(c) and any cash in lieu of fractional shares of Parent ADSs (or, if applicable, fractional Parent Ordinary Shares) and any dividend Common Stock to be issued or distribution pursuant to paid in consideration therefor upon surrender of such Certificate in accordance with Section 2.7(c2.02(e), in each case without interest. Notwithstanding the foregoing, if between the date of this Agreement and the Effective Time the outstanding shares of Parent shallCommon Stock shall have been changed into a different number of shares or a different class, following the Closing, pay all stamp duties, stamp duty reserve tax and other taxes and similar levies imposed in connection with the issuance or creation by reason of the Parent Ordinary Sharesoccurrence or record date of any stock dividend, Parent ADSs and any Parent ADRs in connection therewith (subdivision, reclassification, recapitalization, split, combination, exchange of shares or similar transaction, the Exchange Ratio shall be appropriately adjusted to reflect such Parent Ordinary Shares stock dividend, subdivision, reclassifi cation, recapitalization, split, combination, exchange of shares or Parent ADSs to be received by a holder may be referred to in this Agreement as "Parent Shares")similar transaction.

Conversion of Company Common Stock. Except as provided in clauses (a) At the Effective Time, by virtue of the Merger and (b) without any action on the part of this Section 2.5Parent, Merger Sub, the Company or the holders of the Company Common Stock, each share of Company Common Stock (each, a “Share”) issued and outstanding immediately prior to the Effective Time (other than Dissenting Shares and any Shares to be cancelled pursuant to Section 2.04(b)) shall be converted automatically into and shall be canceled in exchange for the right to receive from Parent pursuant to Section 2.5(dreceive, in accordance with the terms of this Agreement, (i) a the Cash Consideration, without interest, and (ii) that number (the “Exchange Ratio”) of validly issued, fully-paid and non-assessable shares of Parent Ordinary Shares equal to the Exchange Ratio, which shall be delivered to the holders of Company Common Stock (i) in the form of American Depositary Shares (the "Parent ADSs"), each representing the right to receive five Parent Ordinary Shares (the "ADS “Stock Consideration") or (ii) if and to the extent elected by any such holder, in the manner provided in Section 2.6, in the form of Parent Ordinary Shares, in registered form ("Ordinary Share Consideration" ” and, together with the ADS Cash Consideration, the "“Merger Consideration")”) equal to the quotient determined by dividing the Stock Value by the Average Parent Stock Price, and rounding the result to the nearest 1/10,000 of a share of Parent Common Stock, payable in the manner set forth in Section 3.01; provided, however, that (x) if the number determined by dividing the Stock Value by the Average Parent ADSs may Stock Price is less than or equal to 1.7098, the Exchange Ratio shall be evidenced 1.7098 and (y) if the number determined by one dividing the Stock Value by the Average Parent Stock Price is greater than or more receipts ("Parent ADRs") issued equal to 1.9672, the Exchange Ratio shall be 1.9672. Except as set forth in accordance with Section 2.04(b), as a result of the Deposit Agreement. At Merger, each holder of a certificate or certificates that immediately prior to the Effective Time, all Company Common Stock Time represented outstanding Shares (“Certificates”) and each holder of Shares outstanding immediately prior to the Effective Time that are not represented by Certificates (“Book-Entry Shares”) shall no longer be outstanding, shall be canceled and retired and shall thereafter cease to exist, and each certificate have any rights with respect to such Shares except (a "Certificate"x) formerly representing any of such Company Common Stock shall thereafter represent only the right to receive the Merger Consideration and the rightConsideration, if any, to receive any dividends or other distributions pursuant to Section 2.7(e3.01(c) and cash in lieu of any fractional Parent ADSs (or, if applicable, fractional Parent Ordinary Shares) and any dividend or distribution shares payable pursuant to Section 2.7(c3.01(e), in each case to be issued or paid, without interest. Parent shall, following the Closing, pay all stamp duties, stamp duty reserve tax and other taxes and similar levies imposed in connection with the issuance consideration therefor upon surrender of such Certificate or creation transfer of the Parent Ordinary SharesBook-Entry Shares in accordance with Section 3.01(b) (or in the case of a lost, Parent ADSs and any Parent ADRs in connection therewith stolen or destroyed Certificate, Section 3.01(j)) or (such Parent Ordinary Shares or Parent ADSs to be received y) as provided by a holder may be referred to in this Agreement as "Parent Shares")Law.

Conversion of Company Common Stock. Except as provided in clauses (a) Subject to Sections 2.02 and (b) of this Section 2.52.03, each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares to be canceled or converted into shares of the Surviving Company in accordance with Section 2.01(ii) and Dissenting Shares) shall be converted into and shall be canceled in exchange for the right to receive from Parent pursuant to Section 2.5(d(x) a number .1822 shares of common stock, par value $1 per share, of Parent Ordinary Shares equal to the Exchange Ratio, which shall be delivered to the holders of Company Common Stock (i) in the form of American Depositary Shares (the "Parent ADSsCommon Stock"), each representing the right to receive five Parent Ordinary Shares ) (the "ADS Stock Consideration") or and (iiy) if and to $51.75 in cash (the extent elected by any such holder, in the manner provided in Section 2.6, in the form of Parent Ordinary Shares, in registered form ("Ordinary Share Cash Consideration" and, together with the ADS Stock Consideration, the "Merger Consideration"); provided, however, that the Parent ADSs may be evidenced by one or more receipts ("Parent ADRs") issued in accordance with the Deposit Agreement. At the Effective Time, all All such shares of Company Common Stock Stock, when so converted, shall no longer be outstanding, outstanding and shall automatically be canceled and retired and shall cease to exist, and each holder of a certificate (or evidence of shares in book-entry form) that immediately prior to the Effective Time represented any such shares of Company Common Stock (each, a "Certificate") formerly representing shall cease to have any of such Company Common Stock shall thereafter represent only rights with respect thereto, except the right to receive the Merger Consideration and the right, if any, to receive pursuant to Section 2.7(e) any cash in lieu of fractional shares of Parent ADSs (or, if applicable, fractional Parent Ordinary Shares) Common Stock to be issued or paid in consideration therefor and any dividend dividends or distribution pursuant other distributions to which holders become entitled upon the surrender of such Certificate in accordance with Section 2.7(c)2.02, in each case without interest. Parent shallNotwithstanding the foregoing, following if between the Closing, pay all stamp duties, stamp duty reserve tax and other taxes and similar levies imposed in connection with the issuance or creation date of the Parent Ordinary Shares, Parent ADSs and any Parent ADRs in connection therewith (such Parent Ordinary Shares or Parent ADSs to be received by a holder may be referred to in this Agreement and the Effective Time the outstanding shares of Parent Common Stock or Company Common Stock shall have been changed into a different number of shares or a different class, by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, or any similar event shall have occurred, then any number or amount contained herein which is based upon the number of shares of Parent Common Stock or Company Common Stock, as "the case may be, will be appropriately adjusted to provide to Parent Shares"and the holders of Company Common Stock the same economic effect as contemplated by this Agreement prior to such event. As provided in Section 2.02(j), the right of any holder of a Certificate to receive the Merger Consideration shall be subject to and reduced by the amount of any required withholding under applicable Tax Law.

Conversion of Company Common Stock. Except as provided in clauses (a) and (b) of this Section 2.5, each Each share of Common Stock, par value $.01 per share, of the Company Common Stock outstanding immediately prior to the Effective Time (such shares, collectively, “Company Common Stock,” and each, a “Share”), together with the related Right (as defined in the Rights Plan) issued pursuant to the Rights Plan,, other than (i) Shares to be cancelled or recapitalized pursuant to Section 2.1(b), (ii) Dissenting Shares (as hereinafter defined), and (iii) Shares underlying or comprising unexercised, unvested or unsettled Company Equity Awards (as hereinafter defined) shall be converted automatically into and shall be canceled in exchange for thereafter represent the right to receive from Parent pursuant $83.00 plus the Additional Per Share Consideration (as hereinafter defined), if any, in cash without interest (the “Merger Consideration”), subject to any required Tax withholding as provided in Section 2.5(d2.2(b)(iii). The “Additional Per Share Consideration” shall mean: (x) a if the Effective Time shall occur on or after March 1, 2015 (the “Additional Consideration Date”), an amount per share equal to fifty-five cents ($0.55) multiplied by the number of Parent Ordinary Shares equal months from the month in which the Additional Consideration Date occurs to (and including) the month in which Closing occurs; or (y) if the Effective Time shall occur on or prior to the Exchange RatioAdditional Consideration Date, which zero dollars and zero cents ($0). By way of example, if the Closing were to occur on March 1, 2015 (or at any time after such date but on or prior to March 31, 2015), the Additional Per Share Consideration shall be delivered Fifty-Five Cents ($0.55) and the Merger Consideration shall be $83.55, and if the Closing were to the holders of Company Common Stock occur on April 1, 2015 (i) in the form of American Depositary Shares (the "Parent ADSs"or at any time after such date but on or prior to April 30, 2015), each representing the Additional Per Share Consideration shall be One Dollar and Ten Cents ($1.10) and the Merger Consideration shall be $84.10. All Shares that have been converted into the right to receive five Parent Ordinary Shares (the "ADS Consideration") or (ii) if and to the extent elected by any such holder, in the manner Merger Consideration as provided in this Section 2.6, in the form of Parent Ordinary Shares, in registered form ("Ordinary Share Consideration" and, together with the ADS Consideration, the "Merger Consideration"); provided, however, that the Parent ADSs may be evidenced by one or more receipts ("Parent ADRs") issued in accordance with the Deposit Agreement. At the Effective Time, all Company Common Stock shall no longer be outstanding, 2.1 shall be canceled and retired automatically cancelled and shall cease to exist, and each certificate (a "Certificate") formerly representing the holders of certificates which immediately prior to the Effective Time represented such Shares shall cease to have any of rights with respect to such Company Common Stock shall thereafter represent only Shares other than the right to receive the Merger Consideration and the right, if any, to receive pursuant to Section 2.7(e) cash in lieu of fractional Parent ADSs (or, if applicable, fractional Parent Ordinary Shares) and any dividend or distribution pursuant to Section 2.7(c), in each case without interest. Parent shall, following the Closing, pay all stamp duties, stamp duty reserve tax and other taxes and similar levies imposed in connection with the issuance or creation of the Parent Ordinary Shares, Parent ADSs and any Parent ADRs in connection therewith (such Parent Ordinary Shares or Parent ADSs to be received by a holder may be referred to in this Agreement as "Parent Shares")Consideration.

Conversion of Company Common Stock. Except as provided in clauses (a) and (b) of this Subject to Section 2.52.2(e), each issued and outstanding share of Company Common Stock outstanding immediately prior (other than shares to be canceled in accordance with Section 2.1(b) and Dissenting Shares that are owned by Dissenting Stockholders that have properly exercised appraisal rights pursuant to Section 262 of the Effective Time shall DGCL) will be converted into and shall be canceled in exchange for the right to receive from Parent pursuant to Section 2.5(d(i) a number of fully paid, non-assessable shares of common stock, no par value, of Parent Ordinary Shares (“Parent Common Stock”) equal to the Exchange Ratio, which shall be delivered to the holders of Company Common Stock (i) in the form of American Depositary Shares Ratio (the "Parent ADSs"“Stock Consideration”), each representing the right to receive five Parent Ordinary Shares (the "ADS Consideration") or and (ii) if and to $10.725 in cash without interest from Parent (the extent elected by any such holder, in the manner provided in Section 2.6, in the form of Parent Ordinary Shares, in registered form ("Ordinary Share “Cash Consideration" ” and, together with the ADS Stock Consideration, the "“Merger Consideration"”). The “Exchange Ratio” shall be equal to the Stock Value divided by the Closing VWAP; provided, however, that the Exchange Ratio shall be less than the Maximum Exchange Ratio. If the Exchange Ratio would have been equal to or greater than the Maximum Exchange Ratio but for the proviso in the previous sentence, then the Company may, in its sole discretion, require that, in lieu of the Stock Consideration, Parent ADSs may be evidenced by one or more receipts make a cash payment in an amount equal to the Stock Value ("Parent ADRs"as calculated below) issued in accordance with addition to the Deposit AgreementCash Consideration (the “Cash Election”), and the term Merger Consideration shall include this cash payment as opposed to the Stock Consideration. At the Effective Time, all All Company Common Stock converted into the right to receive the Merger Consideration pursuant to this Section 2.1(c) shall no longer cease to be outstanding, outstanding and shall be canceled and retired and shall cease to exist, and each holder of a certificate (a "Certificate") formerly representing any of that immediately prior to the Effective Time represented such Company Common Stock (“Company Certificate”) shall thereafter represent only cease to have any rights with respect to such Company Common Stock, except the right to receive the Merger Consideration and the right, if any, to receive pursuant to Section 2.7(e) cash be issued in lieu of fractional Parent ADSs (or, if applicable, fractional Parent Ordinary Shares) consideration therefor and any dividend dividends or distribution pursuant other distributions to Section 2.7(c)which holders of Company Common Stock become entitled in accordance with this Article II upon the surrender of such Company Certificate. “Stock Value” means the sum of (x) $3.575 plus (y) 0.25 multiplied by the Post-Signing VWAP minus (z) 0.25 multiplied by $13.4329; provided, however, that the Stock Value shall not be less than $3.475 or greater than $4.275. “Closing VWAP” means the volume weighted average price of Parent Common Stock for the 20 consecutive Trading Days in each case without interest. Parent shallthe period ending on the Trading Day immediately prior to the Closing Date, following the Closingas reported by Bloomberg, pay all stamp duties, stamp duty reserve tax and other taxes and similar levies imposed in connection with the issuance or creation of the Parent Ordinary Shares, Parent ADSs and any Parent ADRs in connection therewith (such Parent Ordinary Shares or Parent ADSs to be received by a holder may be referred to in this Agreement as "Parent Shares").Inc. “Maximum Exchange

Conversion of Company Common Stock. Except as provided in clauses (a) and (b) of this Section 2.5, each share Each Share of Company Common Stock issued and outstanding immediately prior to the Effective Time shall (other than Shares to be cancelled in accordance with Section 2.1(c) and other than Dissenting Shares) will be automatically converted into and shall be canceled in exchange for the right to receive from Parent pursuant to receive, at the election of the holder thereof in accordance with, and subject to, the terms, conditions and procedures set forth in this Article II (including the proration procedures in Section 2.5(d) a number of Parent Ordinary Shares equal to 2.2(d)), the Exchange Ratiofollowing consideration (the “Merger Consideration”), which shall be delivered to the holders of Company Common Stock in each case without interest: (i) the combination (such election, a “Mixed Election”) of (A) $52.85 in cash (the form of American Depositary “Mixed Cash Consideration”) and (B) 0.6677 validly issued, fully paid and nonassessable Parent Shares (the "Parent ADSs"“Mixed Stock Consideration” and together with the Mixed Cash Consideration, the “Mixed Election Consideration”), each representing (ii) (such election, a “Cash Election”) $88.08 in cash (the right to receive five “Cash Election Consideration”), or (iii) (such election, a “Stock Election”) 1.6693 validly issued, fully paid and nonassessable Parent Ordinary Shares (the "ADS “Stock Election Consideration") or (ii) if and to the extent elected by any such holder”), in the manner provided in Section 2.6case of each such election, in payable to the form holder upon surrender of Parent Ordinary Shares, in registered form ("Ordinary the Certificate or Book-Entry Share Consideration" and, together with the ADS Consideration, the "Merger Consideration"); provided, however, that the Parent ADSs may be evidenced by one or more receipts ("Parent ADRs") issued formerly representing such Share in accordance with the Deposit AgreementSection 2.2 and Section 2.3. At the Effective Time, all of the Shares of Company Common Stock converted into the Merger Consideration pursuant to this Section 2.1(a) shall no longer cease to be outstanding, shall be canceled and retired cancelled and shall cease to exist, and each certificate (a "Certificate") formerly representing Certificate or Book-Entry Share that immediately prior to the Effective Time represented any of such Company Common Stock Shares shall thereafter represent only the right to receive the Merger Consideration and Consideration, without interest, including the rightright to receive, if any, to receive pursuant to Section 2.7(e) 2.6, cash in lieu of fractional shares of Parent ADSs (orShares, if applicableany, fractional Parent Ordinary Shareswhich would otherwise be issuable in respect of such Company Common Stock pursuant to this Section 2.1(a) and any dividend or distribution (the “Fractional Share Consideration”), together with the amounts, if any, payable pursuant to Section 2.7(c), in each case without interest. Parent shall, following the Closing, pay all stamp duties, stamp duty reserve tax and other taxes and similar levies imposed in connection with the issuance or creation of the Parent Ordinary Shares, Parent ADSs and any Parent ADRs in connection therewith (such Parent Ordinary Shares or Parent ADSs to be received by a holder may be referred to in this Agreement as "Parent Shares"2.3(f).

Conversion of Company Common Stock. Except as provided in clauses (a) and (b) of this Subject to Section 2.52.02(e), each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares to be canceled in accordance with Section 2.01(b)) shall be converted into and shall be canceled in exchange for the right to receive from Parent pursuant to Section 2.5(d(i) a number 0.493 (the "Exchange Ratio") validly issued, fully paid and nonassessable shares of Parent Ordinary Shares equal to the Exchange Ratio, which shall be delivered to the holders of Company Common Stock (ithe "Stock Portion") and (ii) $33.25 in the form of American Depositary Shares cash, without interest (the "Parent ADSs"), each representing the right to receive five Parent Ordinary Shares (the "ADS Consideration") or (ii) if and to the extent elected by any such holder, in the manner provided in Section 2.6, in the form of Parent Ordinary Shares, in registered form ("Ordinary Share ConsiderationCash Portion" and, together with the ADS ConsiderationStock Portion, the "Merger Consideration"); provided, however, that the Parent ADSs may be evidenced by one or more receipts ("Parent ADRs") issued in accordance with the Deposit Agreement. At the Effective Time, all such shares of Company Common Stock shall no longer be outstanding, outstanding and shall automatically be canceled and retired and shall cease to exist, and each holder of a certificate which immediately prior to the Effective Time represented any such shares of Company Common Stock (each, a "Certificate") formerly representing shall cease to have any of such Company Common Stock shall thereafter represent only rights with respect thereto, except the right to receive the Merger Consideration and the rightConsideration, if any, to receive any dividends or other distributions payable pursuant to Section 2.7(e2.02(c) and cash in lieu of any fractional Parent ADSs (or, if applicable, fractional Parent Ordinary Shares) and any dividend or distribution shares payable pursuant to Section 2.7(c2.02(e), in each case to be issued or paid in consideration therefor upon surrender of such Certificate in accordance with Section 2.02(b), without interest. Notwithstanding the foregoing, if between the date of this Agreement and the Effective Time, (A) the outstanding shares of Parent shallCommon Stock shall have been changed into a different number of shares or a different class, following the Closing, pay all stamp duties, stamp duty reserve tax and other taxes and similar levies imposed in connection with the issuance or creation by reason of the occurrence or record date of any stock dividend, subdivision, reclassification, recapitalization, split, combination, exchange of shares or similar transaction, (B) Parent Ordinary Sharesdeclares or pays cash dividends in any fiscal quarter in excess of 200% of the amount of regularly quarterly dividends paid by the Parent immediately prior to the date hereof or (C) Parent engages in any spin-off or split-off, Parent ADSs then in any such case the Exchange Ratio shall be appropriately adjusted to reflect such action. The right of any holder of a Certificate to receive the Merger Consideration, any dividends or other distributions payable pursuant to Section 2.02(c) and cash in lieu of any Parent ADRs in connection therewith (such Parent Ordinary Shares or Parent ADSs fractional shares payable pursuant to Section 2.02(e) shall be received subject to and reduced by a holder may be referred to in this Agreement as "Parent Shares")the amount of any withholding that is required under applicable tax Law.

Conversion of Company Common Stock. Except as provided in clauses (a) and (b) of this Subject to Section 2.52.02(j), each share of Company Common Stock (including any share subject to a restricted stock award or similar agreement regardless of whether any such share was vested or not vested pursuant to such award or agreement) issued and outstanding immediately prior to the Effective Time (other than (i) any shares of Company Common Stock held by the shareholders set forth on Schedule 2.01(c) (the “Remaining Shares”) and (ii) any Cancelled Shares) shall be converted into and shall be canceled in exchange for the right to receive from Parent pursuant to Section 2.5(d) a number of Parent Ordinary Shares equal to the Exchange Ratio, which shall be delivered to Merger Consideration on the holders of Company Common Stock (i) terms set forth in the form of American Depositary Shares this Agreement (the "Parent ADSs"“Converted Shares”), each representing the right to receive five Parent Ordinary Shares (the "ADS Consideration") or (ii) if and to the extent elected by any such holder, in the manner provided in Section 2.6, in the form . As of Parent Ordinary Shares, in registered form ("Ordinary Share Consideration" and, together with the ADS Consideration, the "Merger Consideration"); provided, however, that the Parent ADSs may be evidenced by one or more receipts ("Parent ADRs") issued in accordance with the Deposit Agreement. At the Effective Time, subject to Section 2.02(j), all Company Common Stock of the Converted Shares shall no longer be outstanding, outstanding and shall automatically be canceled and retired and shall cease to exist, and each holder of a certificate which immediately prior to the Effective Time represented any such Converted Shares (each, a "“Certificate"”) formerly representing any and each holder of such book-entry shares that immediately prior to the Effective Time represented shares of Company Common Stock (“Book Entry Shares”) shall thereafter represent only cease to have any rights with respect thereto, except the right to receive the Merger Consideration to be issued or paid in consideration therefor upon surrender of such Certificate or Book Entry Shares and other required documentation in accordance with Section 2.02(b). As of the Effective Time, all of the Remaining Shares shall remain outstanding, and each certificate which immediately prior to the Effective Time represented any such Remaining Shares shall continue to represent the same number of shares of Surviving Corporation and the rightholder thereof shall have all rights with respect thereto as set forth in the Company Articles. Notwithstanding the foregoing, if anybetween the date of this Agreement and the Effective Time, (i) the outstanding shares of Company Common Stock shall have been changed into a different number of shares or a different class, by reason of the occurrence or record date of any stock dividend, subdivision, reclassification, recapitalization, split, combination, exchange of shares or similar transaction, (ii) the Company declares or pays any cash dividend or (iii) the Company declares or pays any non-cash dividends or distributions, then in any such case the Merger Consideration shall be appropriately adjusted to reflect such action; provided, that nothing in this Section 2.01(c) shall be construed to permit the Company to take any action with respect to its securities that is prohibited by the terms of this Agreement. The right of any holder of a Certificate or Book Entry Shares to receive the Merger Consideration, any dividends or other distributions payable pursuant to Section 2.7(e2.02(c) cash in lieu shall be subject to and reduced by the amount of fractional Parent ADSs (or, if applicable, fractional Parent Ordinary Shares) and any dividend or distribution pursuant to Section 2.7(c), in each case without interest. Parent shall, following the Closing, pay all stamp duties, stamp duty reserve withholding that is required under applicable tax and other taxes and similar levies imposed in connection with the issuance or creation of the Parent Ordinary Shares, Parent ADSs and any Parent ADRs in connection therewith (such Parent Ordinary Shares or Parent ADSs to be received by a holder may be referred to in this Agreement as "Parent Shares")Law.

Conversion of Company Common Stock. Except As of immediately prior to the Effective Time, all shares of then otherwise unvested restricted Company Common Stock other than Forfeited Stock (as provided in clauses defined below) issued and then outstanding under any Company Equity Incentive Plan shall be fully vested (a) and (b) such shares of this Section 2.5Company Common Stock that vest as of the Effective Time, each the “Vested Restricted Stock”). Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than Excluded Shares, Dissenting Shares and other than each outstanding (but otherwise unvested) share of restricted Company Common Stock issued under the Company’s Amended and Restated 2003 Stock Incentive Plan, as amended, that is subject to performance-based vesting and which would not otherwise vest in accordance with its terms as of the Effective Time (the “Forfeited Stock”)) shall automatically be converted into and shall be canceled in exchange for the right to receive from Parent pursuant to Section 2.5(d) a number of Parent Ordinary Shares cash in an amount equal to the Exchange Ratio, which shall be delivered to the holders of Company Common Stock (i) in the form of American Depositary Shares (the "Parent ADSs"), each representing the right to receive five Parent Ordinary Shares (the "ADS Consideration") or (ii) if and to the extent elected by any such holder, in the manner provided in Section 2.6, in the form of Parent Ordinary Shares, in registered form ("Ordinary Share Consideration" and, together with the ADS Consideration, the "Merger Consideration"); provided, however, that the Parent ADSs may be evidenced by one or more receipts ("Parent ADRs") issued in accordance with the Deposit Agreement. At As of the Effective Time, all shares of Forfeited Stock shall be forfeited and cancelled without action required by any Person and without consent of the holders thereof, and no cash, stock or other consideration shall be delivered or deliverable in exchange therefor. As of the Effective Time, all shares of Company Common Stock then issued and outstanding shall no longer be outstanding, outstanding and shall automatically be canceled and retired cancelled and shall cease to exist, and each holder of a certificate (a "“Certificate"”) formerly or book-entry shares (“Book-Entry Shares”) representing any such shares of such Company Common Stock shall thereafter represent only cease to have any rights with respect to such shares, except, in all cases, the right to receive (other than with respect to Excluded Shares, Dissenting Shares and Forfeited Stock) the Common Stock Merger Consideration and the rightConsideration, if any, to receive pursuant to Section 2.7(e) cash in lieu of fractional Parent ADSs (or, if applicable, fractional Parent Ordinary Shares) and any dividend or distribution pursuant to Section 2.7(c), in each case without interest. Parent shall, following the Closing, pay all stamp duties, stamp duty reserve tax and other taxes and similar levies imposed upon surrender of such Certificate or Book-Entry Shares in connection accordance with the issuance or creation of the Parent Ordinary Shares, Parent ADSs and any Parent ADRs in connection therewith (such Parent Ordinary Shares or Parent ADSs to be received by a holder may be referred to in this Agreement as "Parent Shares"Section 2.1(h).

Conversion of Company Common Stock. Except as provided in clauses (ai) and (b) of this Section 2.5, each Each share of Company ---------------------------------- Common Stock issued and outstanding immediately prior to the Effective Time shall be converted into and shall Time, other than any shares of Company Common Stock to be canceled in exchange for pursuant to Section 1.6(b), will be canceled and extinguished and automatically converted (subject to Sections 1.6(d) and (e)) into the right to receive from Parent pursuant to Section 2.5(dthe (i) Merger Consideration, (ii) if there is a number Cards Earnout Amount, the Cards Earnout Consideration, and (iii) if there is a Users Earnout Amount, the Users Earnout Consideration. Promptly after the receipt by Excite@Home of Parent Ordinary Shares equal to the Exchange Ratio, which shall be delivered to the holders a certificate representing shares of Company Common Stock (i"Company Certificates"): (A) Excite@Home or its transfer agent will issue and deliver to each of the Company Stockholders tendering a Company Certificate a certificate for the number of shares of Excite@Home Preferred Stock to which such Company Stockholder is entitled pursuant to Section 1.6(a)(i); and (B) Excite@Home will pay by wire transfer of immediately available funds to the bank account designated in writing by such tendering Company Stockholder cash in the form amount payable to such holder pursuant to Section 1.6(a)(i). As of American Depositary Shares (the "Parent ADSs"), each representing the right to receive five Parent Ordinary Shares (the "ADS Consideration") or (ii) if and to the extent elected by any such holder, in the manner provided in Section 2.6, in the form of Parent Ordinary Shares, in registered form ("Ordinary Share Consideration" and, together with the ADS Consideration, the "Merger Consideration"); provided, however, that the Parent ADSs may be evidenced by one or more receipts ("Parent ADRs") issued in accordance with the Deposit Agreement. At the Effective Time, all shares of Company Common Stock shall no longer be outstanding, outstanding and shall automatically be canceled and retired and shall cease to exist, and each certificate (holder of a "Certificate") formerly representing Company Certificate shall cease to have any of such Company Common Stock shall thereafter represent only rights with respect thereto, except the right to receive upon the surrender of a Company Certificate, (i) Merger Consideration Consideration, (ii) if there is a Cards Earnout Amount, the Cards Earnout Consideration, and (iii) if there is a Users Earnout Amount, the right, if any, to receive pursuant to Section 2.7(e) cash in lieu of fractional Parent ADSs (or, if applicable, fractional Parent Ordinary Shares) and any dividend or distribution pursuant to Section 2.7(c), in each case without interest. Parent shall, following the Closing, pay all stamp duties, stamp duty reserve tax and other taxes and similar levies imposed in connection with the issuance or creation of the Parent Ordinary Shares, Parent ADSs and any Parent ADRs in connection therewith (such Parent Ordinary Shares or Parent ADSs to be received by a holder may be referred to in this Agreement as "Parent Shares")Users Earnout Consideration.

Conversion of Company Common Stock. Except as provided in clauses (a) and (b) of this Section 2.5, each share Each Share of Company Common Stock issued and outstanding immediately prior to the Effective Time shall (other than Shares to be cancelled in accordance with Section 2.1(c) and other than Dissenting Shares) will be automatically converted into and shall be canceled in exchange for the right to receive from Parent pursuant to receive, at the election of the holder thereof in accordance with, and subject to, the terms, conditions and procedures set forth in this Article II (including the proration procedures in Section 2.5(d) a number of Parent Ordinary Shares equal to 2.2(d)), the Exchange Ratiofollowing consideration (the “Merger Consideration”), which shall be delivered to the holders of Company Common Stock in each case without interest: (i) the combination (such election, a “Mixed Election”) of (A) $52.85 in cash (the form of American Depositary “Mixed Cash Consideration”) and (B) 0.6677 validly issued, fully paid and nonassessable Parent Shares (the "Parent ADSs"“Mixed Stock Consideration” and together with the Mixed Cash Consideration, the “Mixed Election Consideration”), each representing (ii) (such election, a “Cash Election”) $88.08 in cash (the right to receive five “Cash Election Consideration”), or (iii) (such election, a “Stock Election”) 1.6693 validly issued , fully paid and nonassessable Parent Ordinary Shares (the "ADS “Stock Election Consideration") or (ii) if and to the extent elected by any such holder”), in the manner provided in Section 2.6case of each such election, in payable to the form holder upon surrender of Parent Ordinary Shares, in registered form ("Ordinary the Certificate or Book-Entry Share Consideration" and, together with the ADS Consideration, the "Merger Consideration"); provided, however, that the Parent ADSs may be evidenced by one or more receipts ("Parent ADRs") issued formerly representing such Share in accordance with the Deposit AgreementSection 2.2 and Section 2.3. At the Effective Time, all of the Shares of Company Common Stock converted into the Merger Consideration pursuant to this Section 2.1(a) shall no longer cease to be outstanding, shall be canceled and retired cancelled and shall cease to exist, and each certificate (a "Certificate") formerly representing Certificate or Book-Entry Share that immediately prior to the Effective Time represented any of such Company Common Stock Shares shall thereafter represent only the right to receive the Merger Consideration and Consideration, without interest, including the rightright to receive, if any, to receive pursuant to Section 2.7(e) 2.6, cash in lieu of fractional shares of Parent ADSs (orShares, if applicableany, fractional Parent Ordinary Shareswhich would otherwise be issuable in respect of such Company Common Stock pursuant to this Section 2.1(a) and any dividend or distribution (the “Fractional Share Consideration”), together with the amounts, if any, payable pursuant to Section 2.7(c), in each case without interest. Parent shall, following the Closing, pay all stamp duties, stamp duty reserve tax and other taxes and similar levies imposed in connection with the issuance or creation of the Parent Ordinary Shares, Parent ADSs and any Parent ADRs in connection therewith (such Parent Ordinary Shares or Parent ADSs to be received by a holder may be referred to in this Agreement as "Parent Shares"2.3(f).

Conversion of Company Common Stock. Except as provided in clauses (a) and (b) of this Subject to Section 2.52.02(e), each issued and outstanding share of Company Common Stock outstanding immediately prior (other than shares to the Effective Time be canceled in accordance with Section 2.01(b)) shall be converted into and shall be canceled in exchange for the right to receive (x) from Parent pursuant to Section 2.5(dthe Company, 0.20 (the "Newco Exchange Ratio") of a validly issued, fully paid and nonassessable shares of Newco Common Stock (the "Split-Off Consideration") and (y) from Parent, a number of validly issued, fully paid and nonassessable share of Parent Ordinary Shares Common Stock equal to the Parent Exchange Ratio, which shall be delivered to the holders of Company Common Stock Ratio (i) in the form of American Depositary Shares (the "Parent ADSs"), each representing the right to receive five Parent Ordinary Shares (the "ADS Consideration") or (ii) if and to the extent elected by any such holder, in the manner provided in Section 2.6, in the form of Parent Ordinary Shares, in registered form ("Ordinary Share Consideration" and, together with the ADS Consideration, the "Merger Consideration"); provided. The Split-Off Consideration and the Merger Consideration are collectively referred to as the "Closing Consideration". For purposes of this Agreement, however, that the Parent ADSs may be evidenced by one or more receipts ("Parent ADRsExchange Ratio" means the quotient (rounded to the nearest 1/10,000) determined by dividing $35.00 by the average (rounded to the nearest 1/10,000) of the volume weighted averages (rounded to the nearest 1/10,000) of the trading prices of Parent Common Stock on the New York Stock Exchange (the ") issued in accordance NYSE"), as reported by Bloomberg Financial Markets (or such other source to which Parent and the Company may agree), for each of the 20 consecutive trading days ending with the Deposit Agreementthird trading day immediately preceding the Effective Time. At As of the Effective Time, all such shares of Company Common Stock shall no longer be outstanding, outstanding and shall automatically be canceled and retired and shall cease to exist, and each holder of a certificate which immediately prior to the Effective Time represented any such shares of Company Common Stock (each, a "Certificate") formerly representing shall cease to have any of such Company Common Stock shall thereafter represent only rights with respect thereto, except the right to receive the Merger Consideration and the rightClosing Consideration, if any, any dividends or other distributions to receive which such holder is entitled pursuant to Section 2.7(e2.02(c) and any cash in lieu of fractional shares of Parent ADSs (or, if applicable, fractional Parent Ordinary Shares) Common Stock and any dividend Newco Common Stock to be issued or distribution pursuant to paid in consideration therefor upon surrender of such Certificate in accordance with Section 2.7(c2.02(e), in each case without interest. Notwithstanding the foregoing, if between the date of this Agreement and the Effective Time (i) the outstanding shares of Parent shallCommon Stock shall have been changed into a different number of shares or a different class, following the Closing, pay all stamp duties, stamp duty reserve tax and other taxes and similar levies imposed in connection with the issuance or creation by reason of the occurrence of any stock dividend, subdivision, reclassification, recapitalization, split, combination, exchange of shares or similar transaction or (ii) Parent Ordinary Sharesshall have established the record date for such a change and such record date occurs prior to the Effective Time, the Parent ADSs and any Parent ADRs in connection therewith (Exchange Ratio shall be appropriately adjusted to reflect such Parent Ordinary Shares stock dividend, subdivision, reclassification, recapitalization, split, combination, exchange of shares or Parent ADSs to be received by a holder may be referred to in this Agreement as "Parent Shares")similar transaction.

Conversion of Company Common Stock. Except as provided in clauses Each share of Common Stock, $.001 par value per share, of the Company (athe “COMPANY COMMON STOCK”) issued and outstanding immediately prior to the Effective Time (other than any shares of the Company Common Stock to be canceled pursuant to Section 1.6(c)) will be canceled and extinguished and automatically converted (subject to Sections 1.5(e) and (bf)) into the right to receive six (6) (the “EXCHANGE RATIO”) shares of this Section 2.5Common Stock, each $.001 par value, of Parent (the “PARENT COMMON STOCK”) upon surrender of the certificate representing such share of the Company Common Stock in the manner provided in Section 1.6 (or in the case of a lost, stolen or destroyed certificate, upon delivery of an affidavit (and bond, if required) in the manner provided in Section 1.9). If any shares of the Company Common Stock outstanding immediately prior to the Effective Time shall be converted into and shall be canceled are unvested or are subject to a repurchase option, risk of forfeiture or other condition under any applicable restricted stock purchase agreement or other agreement with the Company, then the shares of Parent Common Stock issued in exchange for such shares of Company Common Stock will also be unvested and subject to the same repurchase option, risk of forfeiture or other condition, and the certificates representing such shares of Parent Common Stock may accordingly be marked with appropriate legends. The Company shall take all action that may be necessary to ensure that, from and after the Effective Time, Parent is entitled to exercise any such repurchase option or other right set forth in any such restricted stock purchase agreement or other agreement. Each share of Series A Preferred Stock, $.001 par value per share, of the Company issued and outstanding immediately prior to the Effective Time will be canceled and extinguished and automatically converted (subject to Sections 1.5(e) and (f)) into the right to receive from Parent pursuant to Section 2.5(done (1) share of a number new series of Parent Ordinary Shares equal preferred stock created by Parent, titled, “Series A Preferred Stock,” with the terms and preferences identical to the Exchange Ratio, which shall be delivered to the holders of Company Common Stock (i) terms and preferences in the form of American Depositary Shares Certificate of Designation for Series A Preferred Stock of the Company, filed with the Secretary of State of the State of Florida on or about November 27, 2012. Each share of Series B Preferred Stock, $.001 par value per share, of the Company issued and outstanding immediately prior to the Effective Time will be canceled and extinguished and automatically converted (the "Parent ADSs"subject to Sections 1.5(e) and (f), each representing ) into the right to receive five Parent Ordinary Shares one (1) share of a new series of preferred stock created by Parent, titled, “Series B Preferred Stock,” with the "ADS Consideration") or (ii) if terms and preferences identical to the extent elected by any such holder, in the manner provided in Section 2.6, terms and preferences in the form of Parent Ordinary SharesCertificate of Designation for Series B Preferred Stock of the Company, in registered form ("Ordinary Share Consideration" and, together filed with the ADS ConsiderationSecretary of State of the State of Nevada on or about November 27, the "Merger Consideration"); provided2012, however, except that the Parent ADSs may be evidenced by one or more receipts ("Parent ADRs") issued in accordance with the Deposit Agreement. At the Effective Time, all Company Common each share of Series B Preferred Stock shall no longer be outstanding, shall be canceled and retired and shall cease have voting power equal to exist, and each certificate one hundred (a "Certificate"100) formerly representing any shares of such Company Common Stock shall thereafter represent only the right to receive the Merger Consideration and the right, if any, to receive pursuant to Section 2.7(e) cash in lieu common stock of fractional Parent ADSs (or, if applicable, fractional Parent Ordinary Shares) and any dividend or distribution pursuant to Section 2.7(c), in each case without interest. Parent shall, following the Closing, pay all stamp duties, stamp duty reserve tax and other taxes and similar levies imposed in connection with the issuance or creation of the Parent Ordinary Shares, Parent ADSs and any Parent ADRs in connection therewith (such Parent Ordinary Shares or Parent ADSs to be received by a holder may be referred to in this Agreement as "Parent Shares")Parent.

Conversion of Company Common Stock. Except as provided in clauses (a) At the Effective Time, by virtue of the Merger and without any action on the part of any holder of capital stock of Buyer, Acquisition, the Company or Seller: (bi) the shares of this Section 2.5, each share of Company Common Stock of Acquisition purchased, issued and outstanding immediately prior to the Effective Time shall be converted as a result of the Merger and without any action on the part of the holder thereof, into 1 share of capital stock of the Surviving Corporation and shall represent all the issued and outstanding shares of the Surviving Corporation; and (ii) the shares of the Company held by Seller shall be converted into and shall be canceled in exchange for become, without further action on the part of the Seller, the right to receive from Parent pursuant seven and one-half (7.5) times the Company's EBITDA based upon the adjusted EBITDA for the year ending December 31, 1997, as set forth in Schedule 2.7(a) to Section 2.5(dthis Agreement ("1997 Adjusted EBITDA"), less One Hundred Eighty-Five Thousand Dollars ($185,000) a for long-term debt. The consideration shall consist of Two Million Dollars ($2,000,000) in cash (the "Cash Consideration") and shares of restricted Common Stock of Buyer which number of Parent Ordinary Shares equal to the Exchange Ratio, which shall be delivered to the holders shares of Company Common Stock (ithe "Share Consideration") shall be determined by dividing the amount set forth in the form of American Depositary Shares following sentence, less the Cash Consideration, by Buyer's initial public offering price per share (the "Parent ADSsIPO Price"). The 1997 Adjusted EBITDA is Eight Hundred Ninety-One Thousand Dollars ($891,000), each representing resulting in consideration of Six Million Four Hundred Ninety-Eight Thousand Dollars ($6,498,000). The Purchase Price shall be adjusted, through an adjustment to the right Cash Consideration, (based on internal financial statements of the Company reasonably acceptable to Buyer and Seller) (increased or decreased as the case may be) by the difference between (i) total assets less total liabilities (exclusive of goodwill) on the Closing Date as compared to (ii) total assets less total liabilities (exclusive of goodwill) at December 31, 1997. Seller shall receive five Parent Ordinary Shares shares of Common Stock of Buyer in an amount equal to four and one-half (4.5) times the difference between 1998 EBITDA and 1997 Adjusted EBITDA in the event that the Company's 1998 EBITDA equals or exceeds 1997 Adjusted EBITDA. The shares of Buyer's restricted Common Stock shall be valued at the IPO Price. Buyer shall deposit in escrow shares of Buyer's Common Stock (the "ADS ConsiderationEscrowed Shares") or having a value equal to One Million Eight Hundred Thousand Dollars (ii$1,800,000) if (provided that it is understood that the number of Escrowed Shares shall not limit the number of shares of Common Stock of Buyer that Seller may receive under this paragraph). The Escrowed Shares shall be registered in Seller's name and held in escrow, pursuant to the extent elected by any such holderterms of an escrow agreement, in the manner provided in Section 2.6, in the form and substance of Parent Ordinary Shares, in registered form ("Ordinary Share Consideration" and, together with the ADS Consideration, the "Merger Consideration"); provided, however, that the Parent ADSs may be evidenced by one or more receipts ("Parent ADRs"which is attached as Exhibit 2.7(b) issued in accordance with the Deposit Agreement. At the Effective Time, all Company Common Stock shall no longer be outstanding, shall be canceled and retired and shall cease to exist, and each certificate (a "Certificate") formerly representing any of such Company Common Stock shall thereafter represent only the right to receive the Merger Consideration and the right, if any, to receive pursuant to Section 2.7(e) cash in lieu of fractional Parent ADSs (or, if applicable, fractional Parent Ordinary Shares) and any dividend or distribution pursuant to Section 2.7(c), in each case without interest. Parent shall, following the Closing, pay all stamp duties, stamp duty reserve tax and other taxes and similar levies imposed in connection with the issuance or creation of the Parent Ordinary Shares, Parent ADSs and any Parent ADRs in connection therewith (such Parent Ordinary Shares or Parent ADSs to be received by a holder may be referred to in this Agreement as "Parent Shares")hereto.

Conversion of Company Common Stock. Except as provided in clauses (aA) Each issued and (b) of this Section 2.5, each outstanding share of Company Common Stock held of record by an Accredited Investor (other than (I) shares of Company Common Stock to be cancelled in accordance with Section 3.1(a)(ii) and (II) any Dissenting Shares (such shares identified in clauses (I) and (II), the “Specified Shares”)), including any Company Restricted Stock held by an Accredited Investor, shall be converted into and shall thereafter represent the right of the holder thereof to receive the following: (1) a number of shares of Parent Common Stock equal to the Per Share Portion multiplied by the Merger Stock Consideration (the “Accredited Investor Closing Stock Consideration”), (2) an amount in cash equal to the Per Share Portion multiplied by the Estimated Merger Cash Consideration (the “Accredited Investor Closing Cash Consideration”) (clauses (1) and (2) collectively, the “Accredited Investor Company Common Stock Closing Consideration”), (3) an amount in cash equal to the Fully Diluted Per Share Portion multiplied by the Additional Merger Consideration (if any) payable pursuant to Section 3.6(f)(iv)(B), and (4) an amount in cash equal to the Fully Diluted Per Share Portion multiplied by the Equityholders’ Representative Account Distribution Amount (if any) payable pursuant to Section 3.13(b), in each case, without interest (clauses (1) – (4) collectively, the “Accredited Investor Company Common Stock Merger Consideration”). At the Effective Time, all shares of Company Common Stock issued and outstanding immediately prior to the Effective Time shall be converted into and shall be canceled in exchange for the right to receive from Parent pursuant to Section 2.5(d) a number of Parent Ordinary Shares equal to the Exchange Ratio, which shall be delivered to the holders of Company Common Stock (i) in the form of American Depositary Shares (the "Parent ADSs"), each representing the right to receive five Parent Ordinary Shares (the "ADS Consideration") or (ii) if and to the extent elected by any such holder, in the manner provided in Section 2.6, in the form of Parent Ordinary Shares, in registered form ("Ordinary Share Consideration" and, together with the ADS Consideration, the "Merger Consideration"); provided, however, that the Parent ADSs may be evidenced by one or more receipts ("Parent ADRs") issued in accordance with the Deposit Agreement. At the Effective Time, all Company Common Stock shall no longer be outstanding, outstanding and shall automatically be canceled cancelled and retired and shall cease to exist, and each certificate (a "Certificate") formerly representing Company Stockholder shall cease to have any of rights with respect to such Company Common Stock shall thereafter represent only except the right to receive (except with respect to the Merger Consideration and the right, if any, to receive pursuant to Section 2.7(e) cash in lieu of fractional Parent ADSs (or, if applicable, fractional Parent Ordinary Specified Shares) and any dividend or distribution pursuant to Section 2.7(c)the Company Common Stock Merger Consideration, in each case without interest. Parent shallFor the avoidance of doubt, following the Closing, pay all stamp duties, stamp duty reserve tax in no event and notwithstanding any other taxes and similar levies imposed in connection with the issuance or creation provision of the Parent Ordinary Shares, Parent ADSs and any Parent ADRs in connection therewith (such Parent Ordinary Shares or Parent ADSs to be received by a holder may be referred to in this Agreement as "shall Parent Shares"be obligated to issue more than 8,655,832.914502 shares of Parent Common Stock in the aggregate pursuant to this Agreement, except in accordance with Section 3.2(f) (for the avoidance of doubt, the Non-Accredited Investor Closing Stock Consideration and the cash amount paid pursuant to Section 3.1(b)(ii)(B)(II) shall not be deemed issuances of Parent Common Stock).

Conversion of Company Common Stock. Except as provided in clauses (a) and (b) Subject to the other provisions of this Section 2.5Article II, each share of Company Common Stock issued and outstanding immediately prior to the Effective Time, other than any Cancelled Shares, shall at the Effective Time shall be converted automatically into and shall be canceled in exchange for thereafter represent the right to receive from Parent either (A) in the case of a share of Company Common Stock with respect to which an election to receive a share of NewCo Class A Common Stock (a “Share Election”) has been properly made and not revoked or lost pursuant to Section 2.5(d2.7 (each, a “Share Electing Share”), one (1) (the “Exchange Ratio”) share of NewCo Class A Common Stock (the “Share Consideration”), or (B) in the case of a number share of Parent Ordinary Shares equal Company Common Stock with respect to which an election to receive cash (a “Cash Election”) has been properly made and not revoked or lost pursuant to Section 2.7 (each, a “Cash Electing Share), $8.50 in cash (the “Per Share Cash Amount” and, together with the Share Consideration, the “Per Share Merger Consideration”), without interest (the “Cash Consideration”) ((A) and (B) together with the cash in lieu of fractional shares of NewCo Class A Common Stock as specified below, the “Merger Consideration”), in each case subject to Section 2.8. All of the shares of Company Common Stock converted into the right to receive the Merger Consideration pursuant to this Article II shall no longer be outstanding and shall automatically be cancelled and shall cease to exist as of the Effective Time, and uncertificated shares of Company Common Stock represented by book-entry form (“Book-Entry Shares”) and each certificate that, immediately prior to the Exchange RatioEffective Time, which shall be delivered to the holders represented any such shares of Company Common Stock (ieach, a “Certificate”) in the form of American Depositary Shares (the "Parent ADSs"), each representing the right to receive five Parent Ordinary Shares (the "ADS Consideration") or (ii) if and to the extent elected by any such holder, in the manner provided in Section 2.6, in the form of Parent Ordinary Shares, in registered form ("Ordinary Share Consideration" and, together with the ADS Consideration, the "Merger Consideration"); provided, however, that the Parent ADSs may be evidenced by one or more receipts ("Parent ADRs") issued in accordance with the Deposit Agreement. At the Effective Time, all Company Common Stock shall no longer be outstanding, shall be canceled and retired and shall cease to exist, and each certificate (a "Certificate") formerly representing any of such Company Common Stock shall thereafter represent only the right to receive the Merger Consideration and into which the right, if any, to receive shares of Company Common Stock represented by such Book-Entry Share or Certificate have been converted pursuant to this Section 2.7(e) cash 2.1, as well as any dividends or other distributions to which holders of Company Common Stock become entitled in lieu of fractional Parent ADSs (or, if applicable, fractional Parent Ordinary Shares) and any dividend or distribution pursuant to accordance with Section 2.7(c), in each case without interest. Parent shall, following the Closing, pay all stamp duties, stamp duty reserve tax and other taxes and similar levies imposed in connection with the issuance or creation of the Parent Ordinary Shares, Parent ADSs and any Parent ADRs in connection therewith (such Parent Ordinary Shares or Parent ADSs to be received by a holder may be referred to in this Agreement as "Parent Shares"2.3(d).

Conversion of Company Common Stock. Except Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than Dissenting Shares or Cancelled Shares) shall be automatically converted into the right to receive from Merger Sub a portion of a validly issued, fully paid and non-assessable Parent Common Share (the "Exchange Ratio") equal to 0.078; provided, however, if the Average Parent Share Price is less than $3.22, the Exchange Ratio shall be equal to a decimal (rounded to the nearest one-one thousandth place) determined by dividing $0.25 by the Average Parent Share Price; provided, further, however, if the Average Parent Share Price is greater than $3.86, the Exchange Ratio shall be equal to a decimal (rounded to the nearest one-one thousandth place) determined by dividing $0.30 by the Average Parent Share Price. Notwithstanding the preceding sentence, if the aggregate number of Parent Common Shares to be issued pursuant to this Section 2.1(a) plus the number of Parent Common Shares underlying each Company Warrant assumed by Parent pursuant to Section 2.3(c) would exceed 19.9% of the Parent Common Shares outstanding immediately prior to the Effective Time (the "Maximum Share Amount"), then appropriate adjustments shall be made to the Merger Consideration (as provided defined below) to be issued pursuant thereto such that (1) the aggregate number of Parent Common Shares to be included in clauses (a) the Merger Consideration is reduced to the extent required such that the aggregate number of Parent Common Shares to be so issued does not exceed the Maximum Share Amount and (b2) an aggregate amount of cash consideration will be included in the Merger Consideration, such aggregate amount equal to the Average Parent Share Price multiplied by the number of Parent Common Shares so reduced (the "Cash Consideration"). Any reduction to the number of Parent Common Shares to be issued in the Merger, and any Cash Consideration to be included in the Merger Consideration, in each case in accordance with this Section 2.5Article II, shall be applied pro rata to the shares of Company Common Stock (including shares of Company Common Stock issuable in respect of Company Warrants) outstanding as of immediately prior to the Effective Time. As of the Effective Time, each share of Company Common Stock outstanding immediately prior to the Effective Time shall be converted into and shall be canceled in exchange for the right to receive from Merger Sub the Parent Common Shares to be issued pursuant to Section 2.5(d) a number of Parent Ordinary Shares equal to this Article II plus, if applicable, the Exchange Ratio, which shall be delivered to the holders of Company Common Stock Cash Consideration (i) in the form of American Depositary Shares (the "Parent ADSs"), each representing the right to receive five Parent Ordinary Shares (the "ADS Consideration") or (ii) if and to the extent elected by any such holder, in the manner provided in Section 2.6, in the form of Parent Ordinary Shares, in registered form ("Ordinary Share Consideration" and, together with the ADS Consideration, the "Merger Consideration"); provided, however, that the Parent ADSs may be evidenced by one or more receipts ("Parent ADRs") issued in accordance with the Deposit Agreement. At the Effective Time, all Company Common Stock shall no longer be outstanding, shall automatically be canceled and retired cancelled and shall cease to exist, and uncertificated shares of Company Common Stock represented by book-entry form ("Book-Entry Shares") and each certificate that, immediately prior to the Effective Time, represented any such shares of Company Common Stock (each, a "Certificate") formerly representing any of such Company Common Stock shall thereafter represent only the right to receive receive, pursuant to the terms of this Agreement, the Merger Consideration and into which the right, if any, to receive shares of Company Common Stock represented by such Book-Entry Share or Certificate have been converted pursuant to this Section 2.7(e) 2.1, as well as any cash in lieu of fractional Parent ADSs (or, if applicable, fractional Parent Ordinary Shares) Common Shares to be issued or paid in consideration therefor and any dividend dividends or distribution pursuant other distributions to which holders of Company Common Stock become entitled in accordance with Section 2.7(c), in each case without interest. Parent shall, following the Closing, pay all stamp duties, stamp duty reserve tax and other taxes and similar levies imposed in connection with the issuance or creation of the Parent Ordinary Shares, Parent ADSs and any Parent ADRs in connection therewith (such Parent Ordinary Shares or Parent ADSs to be received by a holder may be referred to in this Agreement as "Parent Shares"2.2(e).

Conversion of Company Common Stock. Except as provided in clauses Each share of Common Stock, $.001 par value per share, of the Company (athe “COMPANY COMMON STOCK”) issued and outstanding immediately prior to the Effective Time (other than any shares of the Company Common Stock to be canceled pursuant to Section 1.6(c)) will be canceled and extinguished and automatically converted (subject to Sections 1.5(e) and (bf)) into the right to receive six (6) (the “EXCHANGE RATIO”) shares of this Section 2.5Common Stock, each $.001 par value, of Parent (the “PARENT COMMON STOCK”) upon surrender of the certificate representing such share of the Company Common Stock in the manner provided in Section 1.6 (or in the case of a lost, stolen or destroyed certificate, upon delivery of an affidavit (and bond, if required) in the manner provided in Section 1.9). If any shares of the Company Common Stock outstanding immediately prior to the Effective Time shall be converted into and shall be canceled are unvested or are subject to a repurchase option, risk of forfeiture or other condition under any applicable restricted stock purchase agreement or other agreement with the Company, then the shares of Parent Common Stock issued in exchange for such shares of Company Common Stock will also be unvested and subject to the same repurchase option, risk of forfeiture or other condition, and the certificates representing such shares of Parent Common Stock may accordingly be marked with appropriate legends. The Company shall take all action that may be necessary to ensure that, from and after the Effective Time, Parent is entitled to exercise any such repurchase option or other right set forth in any such restricted stock purchase agreement or other agreement. Each share of Series A Preferred Stock, $.001 par value per share, of the Company issued and outstanding immediately prior to the Effective Time will be canceled and extinguished and automatically converted (subject to Sections 1.5(e) and (f)) into the right to receive from Parent pursuant to Section 2.5(done (1) share of a number new series of Parent Ordinary Shares equal preferred stock created by Parent, titled, “Series A Preferred Stock,” with the terms and preferences identical to the Exchange Ratio, which shall be delivered to the holders of Company Common Stock (i) terms and preferences in the form of American Depositary Shares Certificate of Designation for Series A Preferred Stock of the Company, filed with the Secretary of State of the State of Nevada on January 23, 2012. Each share of Series B Preferred Stock, $.001 par value per share, of the Company issued and outstanding immediately prior to the Effective Time will be canceled and extinguished and automatically converted (the "Parent ADSs"subject to Sections 1.5(e) and (f), each representing ) into the right to receive five Parent Ordinary Shares one (1) share of a new series of preferred stock created by Parent, titled, “Series B Preferred Stock,” with the "ADS Consideration") or (ii) if terms and preferences identical to the extent elected by any such holder, in the manner provided in Section 2.6, terms and preferences in the form of Parent Ordinary SharesCertificate of Designation for Series B Preferred Stock of the Company, in registered form ("Ordinary Share Consideration" and, together filed with the ADS ConsiderationSecretary of State of the State of Nevada on January 23, the "Merger Consideration"); provided2012, however, except that the Parent ADSs may be evidenced by one or more receipts ("Parent ADRs") issued in accordance with the Deposit Agreement. At the Effective Time, all Company Common each share of Series B Preferred Stock shall no longer be outstanding, shall be canceled and retired and shall cease have voting power equal to exist, and each certificate one hundred (a "Certificate"100) formerly representing any shares of such Company Common Stock shall thereafter represent only the right to receive the Merger Consideration and the right, if any, to receive pursuant to Section 2.7(e) cash in lieu common stock of fractional Parent ADSs (or, if applicable, fractional Parent Ordinary Shares) and any dividend or distribution pursuant to Section 2.7(c), in each case without interest. Parent shall, following the Closing, pay all stamp duties, stamp duty reserve tax and other taxes and similar levies imposed in connection with the issuance or creation of the Parent Ordinary Shares, Parent ADSs and any Parent ADRs in connection therewith (such Parent Ordinary Shares or Parent ADSs to be received by a holder may be referred to in this Agreement as "Parent Shares")Parent.

Conversion of Company Common Stock. Except as provided in clauses (a) Subject to Sections 2.02 and (b) of this Section 2.52.03, each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares to be canceled or converted into shares of the Surviving Company in accordance with Section 2.01(ii) and Dissenting Shares) shall be converted into and shall be canceled in exchange for the right to receive from Parent pursuant to Section 2.5(d(x) a number .1822 shares of common stock, par value $1 per share, of Parent Ordinary Shares equal to the Exchange Ratio, which shall be delivered to the holders of Company Common Stock (i) in the form of American Depositary Shares (the "“Parent ADSs"), each representing the right to receive five Parent Ordinary Shares Common Stock”) (the "ADS “Stock Consideration"”) or and (iiy) if and to $51.75 in cash (the extent elected by any such holder, in the manner provided in Section 2.6, in the form of Parent Ordinary Shares, in registered form ("Ordinary Share “Cash Consideration" ” and, together with the ADS Stock Consideration, the "“Merger Consideration"”); provided, however, that the Parent ADSs may be evidenced by one or more receipts ("Parent ADRs") issued in accordance with the Deposit Agreement. At the Effective Time, all All such shares of Company Common Stock Stock, when so converted, shall no longer be outstanding, outstanding and shall automatically be canceled and retired and shall cease to exist, and each holder of a certificate (a "Certificate"or evidence of shares in book-entry form) formerly representing that immediately prior to the Effective Time represented any such shares of such Company Common Stock (each, a “Certificate”) shall thereafter represent only cease to have any rights with respect thereto, except the right to receive the Merger Consideration and the right, if any, to receive pursuant to Section 2.7(e) any cash in lieu of fractional shares of Parent ADSs (or, if applicable, fractional Parent Ordinary Shares) Common Stock to be issued or paid in consideration therefor and any dividend dividends or distribution pursuant other distributions to which holders become entitled upon the surrender of such Certificate in accordance with Section 2.7(c)2.02, in each case without interest. Parent shallNotwithstanding the foregoing, following if between the Closing, pay all stamp duties, stamp duty reserve tax and other taxes and similar levies imposed in connection with the issuance or creation date of the Parent Ordinary Shares, Parent ADSs and any Parent ADRs in connection therewith (such Parent Ordinary Shares or Parent ADSs to be received by a holder may be referred to in this Agreement and the Effective Time the outstanding shares of Parent Common Stock or Company Common Stock shall have been changed into a different number of shares or a different class, by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, or any similar event shall have occurred, then any number or amount contained herein which is based upon the number of shares of Parent Common Stock or Company Common Stock, as "the case may be, will be appropriately adjusted to provide to Parent Shares"and the holders of Company Common Stock the same economic effect as contemplated by this Agreement prior to such event. As provided in Section 2.02(j), the right of any holder of a Certificate to receive the Merger Consideration shall be subject to and reduced by the amount of any required withholding under applicable Tax Law.