Common use of Conversion of Company Stock Clause in Contracts

Conversion of Company Stock. Subject to adjustment, if applicable, pursuant to SECTIONS 4.1(E) hereof, and subject to the provisions of SECTION 4.3 hereof, (i) each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (excluding any shares of Company Common Stock described in SECTION 4.1(D)), shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted automatically into the right to receive a number of shares of Parent Common Stock equal to the quotient of (x) 44,285,714 divided by (y) the total number of shares of Company Common Stock outstanding (including, for such purposes, all shares issuable upon conversion of any then outstanding Company Series E Preferred Stock and upon exercise of the Adjustment Warrant but excluding any shares of Company Stock issued upon exercise of options outstanding as of the date hereof) as of the Effective Time (such quotient, as adjusted from time to time pursuant to SECTIONS 4.1(E) hereof, the "EXCHANGE RATIO") and (ii) each share of Company Series E Preferred Stock issued and outstanding immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted automatically into the right to receive a number of shares of Parent Common Stock equal to the product of (A) the Exchange Ratio multiplied by (B) the number of shares of Company Common Stock into which such Company Series E Preferred Stock is then convertible at the then applicable conversion ratio for such Company Series E Preferred Stock. The shares of Parent Common Stock issuable in connection with the Merger and the transactions contemplated thereby are referred to herein as the "PARENT SHARES". At the Effective Time, all shares of Company Common Stock converted into the right to receive Parent Shares pursuant to this SECTION 4.1(A) shall, by virtue of the Merger and without any action on the part of the holders thereof, cease to be outstanding, be canceled and cease to exist, and each holder of a certificate theretofore representing any such shares of Company Common Stock shall thereafter cease to have any rights with respect to such shares of Company Stock, except the right to receive, upon the surrender of such certificate (or other appropriate action) in accordance with SECTION 4.2, the number of Parent Shares specified above and cash in lieu of fractional shares.

Conversion of Company Stock. Subject to adjustmentAt the Effective Time of the First Merger, if applicable, pursuant to SECTIONS 4.1(E) hereof, and subject to the provisions of SECTION 4.3 hereof, (i) each share of the Company’s common stock, no par value (the “Company Common Stock Stock”), and each share of the Company’s Series A Preferred Stock, $0.001 par value per share (the “Series A Preferred”), that is issued and outstanding immediately prior to the Effective Time (excluding any shares of Company Common Stock described in SECTION 4.1(D)), the First Merger shall, by virtue of the First Merger and without any action on the part of Merger Sub I, the holder thereofCompany, or the Company’s shareholders, be converted automatically into canceled and extinguished and each of the Company’s shareholders shall have the right to receive a such shareholder’s pro rata portion (based on such shareholder’s equity ownership in the Company and according to the preferences set forth in the Company’s Articles of Incorporation, as amended and in effect immediately prior to the Effective Time of the First Merger, as described on the Allocation Schedule provided by the Company to Parent in connection herewith (the “Allocation Schedule”)) of (i) $2,000,000 in value (the “Initial Consideration”), comprised 60% in cash and 40% in shares of Parent’s common stock, par value $.001 (“Parent Common Stock”), and (ii) the Earnout payments described in Section 1.12 below (together with the Initial Consideration, the “Merger Consideration”), subject to the terms hereof. The total number of shares of Parent Common Stock to be issued as part of the Initial Consideration shall be determined by dividing (a) the dollar amount equal to the quotient percentage of (x) 44,285,714 divided the Initial Consideration to be paid in shares of Parent Common Stock by (yb) the total number average closing price for a share of shares of Company Parent Common Stock outstanding on the Nasdaq National Market for the twenty (including, for such purposes, all shares issuable upon conversion of any then outstanding Company Series E Preferred Stock and upon exercise of the Adjustment Warrant but excluding any shares of Company Stock issued upon exercise of options outstanding as of the date hereof20) as of trading days immediately preceding the Effective Time (such quotient, as adjusted from time to time pursuant to SECTIONS 4.1(E) hereof, the "EXCHANGE RATIO") and (ii) each share of Company Series E Preferred Stock issued and outstanding immediately prior to the Effective Time shall, by virtue of the First Merger and without any action on (the part “Trading Price”). For purposes of calculating the holder thereof, be converted automatically into the right to receive a number of shares of Parent Common Stock equal to be issued to each of the product of (A) the Exchange Ratio multiplied by (B) the number of shares of Company Common Stock into which such Company Series E Preferred Stock is then convertible at the then applicable conversion ratio for such Company Series E Preferred Stock. The Company’s shareholders pursuant to this Section 1.6(a), all fractional shares of Parent Common Stock issuable in connection with the Merger and the transactions contemplated thereby are referred to herein as the "PARENT SHARES". At the Effective Time, all shares of Company Common Stock converted into the right that a shareholder would otherwise be entitled to receive Parent Shares pursuant to this SECTION 4.1(A) shall, by virtue of the Merger shall be aggregated and without any action on the part of the holders thereof, cease to be outstanding, be canceled and cease to exist, and each holder of if a certificate theretofore representing any fractional share results from such shares of Company Common Stock shall thereafter cease to have any rights with respect to such shares of Company Stock, except the right to receive, upon the surrender of such certificate (or other appropriate action) in accordance with SECTION 4.2aggregation, the number of Parent Shares specified above and cash in lieu of fractional sharesshares otherwise issuable shall be rounded to the nearest whole share, with one half share or more being rounded up.

Conversion of Company Stock. Subject to adjustment, if applicable, pursuant to SECTIONS 4.1(E4.1(e) hereof, and subject to the provisions of SECTION 4.3 hereof, (i) each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (excluding any shares of Company Common Stock described in SECTION 4.1(D4.1(d)), shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted automatically into the right to receive a number of shares of Parent Common Stock equal to the quotient of (x) 44,285,714 divided by (y) the total number of shares of Company Common Stock outstanding (including, for such purposes, INCLUDING all shares issuable upon conversion of any then outstanding Company Series E Preferred Stock and upon exercise of the Adjustment Warrant but excluding Warrant, and EXCLUDING any shares of Company Stock issued upon exercise of options or warrants outstanding as of the date hereof, and FURTHER EXCLUDING any shares of Company Common Stock issued after August 3, 2001 under the Company's 1996 Employee Stock Purchase Plan and 2001 Employee Stock Purchase Plan) as of the Effective Time (such quotient, as adjusted from time to time pursuant to SECTIONS 4.1(E4.1(e) hereof, the "EXCHANGE RATIO") and (ii) each share of Company Series E Preferred Stock issued and outstanding immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted automatically into the right to receive a number of shares of Parent Common Stock equal to the product of (A) the Exchange Ratio multiplied by (B) the number of shares of Company Common Stock into which such Company Series E Preferred Stock is then convertible at the then applicable conversion ratio for such Company Series E Preferred Stock. The shares of Parent Common Stock issuable in connection with the Merger and the transactions contemplated thereby are referred to herein as the "PARENT SHARES". At the Effective Time, all shares of Company Common Stock converted into the right to receive Parent Shares pursuant to this SECTION 4.1(A4.1(a) shall, by virtue of the Merger and without any action on the part of the holders thereof, cease to be outstanding, be canceled and cease to exist, and each holder of a certificate theretofore representing any such shares of Company Common Stock shall thereafter cease to have any rights with respect to such shares of Company Stock, except the right to receive, upon the surrender of such certificate (or other appropriate action) in accordance with SECTION 4.2, the number of Parent Shares specified above and cash in lieu of fractional shares.

Conversion of Company Stock. Subject to adjustment, if applicable, pursuant to SECTIONS 4.1(ESections 4.1(e) hereof, and subject to the provisions of SECTION Section 4.3 hereof, (i) each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (excluding any shares of Company Common Stock described in SECTION 4.1(DSection 4.1(d) but including any shares of Company Common Stock that are restricted under the applicable Company Option Plans (the "Company Restricted Shares")), shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted automatically into the right to receive a number of 2.4233 shares of Parent Common Stock equal to the quotient of (x) 44,285,714 divided by (y) the total number of shares of Company Common Stock outstanding (including, for such purposes, all shares issuable upon conversion of any then outstanding Company Series E Preferred Stock and upon exercise of the Adjustment Warrant but excluding any shares of Company Stock issued upon exercise of options outstanding as of the date hereof) as of the Effective Time (such quotient, as adjusted from time to time pursuant to SECTIONS 4.1(E) hereof, the "EXCHANGE RATIO") and (ii) each share of Company Series E Preferred Stock issued and outstanding immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted automatically into the right to receive a number of shares of Parent Common Stock equal to the product of (A) the Exchange Ratio multiplied by (B) the number of shares of Company Common Stock into which such Company Series E Preferred Stock is then convertible at the then applicable conversion ratio for such Company Series E Preferred Stock. The shares of Parent Common Stock issuable in connection with the Merger and the transactions contemplated thereby are referred to herein as the "PARENT SHARESParent Shares". At the Effective Time, all shares of Company Common Stock converted into the right to receive Parent Shares pursuant to this SECTION 4.1(ASection 4.1(a) shall, by virtue of the Merger and without any action on the part of the holders thereof, cease to be outstanding, be canceled and cease to exist, and each holder of a certificate theretofore representing any such shares of Company Common Stock shall thereafter cease to have any rights with respect to such shares of Company Stock, except the right to receive, upon the surrender of such certificate (or other appropriate action) in accordance with SECTION Section 4.2, the number of Parent Shares specified above and cash in lieu of fractional shares. The ratio of shares of Parent Common Stock issuable per share of Company Common Stock, as adjusted from 7 11 time to time pursuant to Section 4.1(e), is sometimes hereinafter referred to as the "Exchange Ratio". All Parent Shares issued in exchange for Company Restricted Shares shall become vested upon the same terms and conditions as were applicable to such Company Restricted Shares immediately prior to the Effective Time, after giving effect to any provision contained in the Company Option Plans providing for accelerated vesting as a result of this Agreement.

Conversion of Company Stock. Subject to adjustment, if applicable, pursuant to SECTIONS 4.1(E4.1(e) hereof, and subject to the provisions of SECTION 4.3 hereof, (i) each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (excluding any shares of Company Common Stock described in SECTION 4.1(D4.1(d)), shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted automatically into the right to receive a number of shares of Parent Common Stock equal to the quotient of (x) 44,285,714 divided by (y) the total number of shares of Company Common Stock outstanding (including, for such purposes, INCLUDING all shares issuable upon conversion of any then outstanding Company Series E Preferred Stock and upon exercise of the Adjustment Warrant Warrant, but excluding EXCLUDING any shares of Company Stock issued after August 3, 2001 under the Company's 1996 Employee Stock Purchase Plan and 2001 Employee Stock Purchase Plan, or upon exercise of options outstanding as of the date hereofCompany Options or Company Warrants) as of the Effective Time (such quotient, as adjusted from time to time pursuant to SECTIONS 4.1(E4.1(e) hereof, the "EXCHANGE RATIO") and (ii) each share of Company Series E Preferred Stock issued and outstanding immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted automatically into the right to receive a number of shares of Parent Common Stock equal to the product of (A) the Exchange Ratio multiplied by (B) the number of shares of Company Common Stock into which such Company Series E Preferred Stock is then convertible at the then applicable conversion ratio for such Company Series E Preferred Stock. The shares of Parent Common Stock issuable in connection with the Merger and the transactions contemplated thereby are referred to herein as the "PARENT SHARES". At the Effective Time, all shares of Company Common Stock converted into the right to receive Parent Shares pursuant to this SECTION 4.1(A4.1(a) shall, by virtue of the Merger and without any action on the part of the holders thereof, cease to be outstanding, be canceled and cease to exist, and each holder of a certificate theretofore representing any such shares of Company Common Stock shall thereafter cease to have any rights with respect to such shares of Company Stock, except the right to receive, upon the surrender of such certificate (or other appropriate action) in accordance with SECTION 4.2, the number of Parent Shares specified above and cash in lieu of fractional shares.

Conversion of Company Stock. Subject to adjustment, if applicable, pursuant to SECTIONS 4.1(E4.1(e) hereof, and subject to the provisions of SECTION 4.3 hereof, (i) each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (excluding any shares of Company Common Stock described in SECTION 4.1(D4.1(d) but including any shares of Company Common Stock that are restricted under the applicable Company Option Plans (the "COMPANY RESTRICTED SHARES")), shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted automatically into the right to receive a number of 2.4233 shares of Parent Common Stock equal to the quotient of (x) 44,285,714 divided by (y) the total number of shares of Company Common Stock outstanding (including, for such purposes, all shares issuable upon conversion of any then outstanding Company Series E Preferred Stock and upon exercise of the Adjustment Warrant but excluding any shares of Company Stock issued upon exercise of options outstanding as of the date hereof) as of the Effective Time (such quotient, as adjusted from time to time pursuant to SECTIONS 4.1(E) hereof, the "EXCHANGE RATIO") and (ii) each share of Company Series E Preferred Stock issued and outstanding immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted automatically into the right to receive a number of shares of Parent Common Stock equal to the product of (A) the Exchange Ratio multiplied by (B) the number of shares of Company Common Stock into which such Company Series E Preferred Stock is then convertible at the then applicable conversion ratio for such Company Series E Preferred Stock. The shares of Parent Common Stock issuable in connection with the Merger and the transactions contemplated thereby are referred to herein as the "PARENT SHARES". At the Effective Time, all shares of Company Common Stock converted into the right to receive Parent Shares pursuant to this SECTION 4.1(A4.1(a) shall, by virtue of the Merger and without any action on the part of the holders thereof, cease to be outstanding, be canceled and cease to exist, and each holder of a certificate theretofore representing any such shares of Company Common Stock shall thereafter cease to have any rights with respect to such shares of Company Stock, except the right to receive, upon the surrender of such certificate (or other appropriate action) in accordance with SECTION 4.2, the number of Parent Shares specified above and cash in lieu of fractional shares. The ratio of shares of Parent Common Stock issuable per share of Company Common Stock, as adjusted from time to time pursuant to SECTION 4.1(e), is sometimes hereinafter referred to as the "EXCHANGE RATIO". All Parent Shares issued in exchange for Company Restricted Shares shall become vested upon the same terms and conditions as were applicable to such Company Restricted Shares immediately prior to the Effective Time, after giving effect to any provision contained in the Company Option Plans providing for accelerated vesting as a result of this Agreement.

Conversion of Company Stock. Subject to adjustment(a) At the Effective Time, if applicable, pursuant to SECTIONS 4.1(E) hereof, and subject to the provisions of SECTION 4.3 hereof, (i) each share of the common stock, par value $0.01 per share, of Merger Sub outstanding immediately prior to the Effective Time shall be converted into and become one fully paid and non-assessable share of Common Stock, par value $1.00 per share, of the Surviving Corporation. (b) At the Effective Time, each share of the Company Common Stock issued and outstanding immediately prior to the Effective Time (excluding any other than shares of Company Common Stock described (i) held in SECTION 4.1(D))the Company's treasury or (ii) owned by Parent, Merger Sub or any other wholly owned Subsidiary (as defined in Section 10.15) of Parent or the Company) shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted automatically into the right to receive a number of shares of Parent Common Stock equal to the quotient of Exchange Ratio. (xc) 44,285,714 divided by (y) the total number of shares of Company Common Stock outstanding (including, for such purposes, all shares issuable upon conversion of any then outstanding Company Series E Preferred Stock and upon exercise of the Adjustment Warrant but excluding any shares of Company Stock issued upon exercise of options outstanding as of the date hereof) as of the Effective Time (such quotient, as adjusted from time to time pursuant to SECTIONS 4.1(E) hereof, the "EXCHANGE RATIO") and (ii) each share of Company Series E Preferred Stock issued and outstanding immediately prior to the Effective Time shall, by virtue As a result of the Merger and without any action on the part of the holder thereof, be converted automatically into each share of the right to receive a number of shares of Parent Common Stock equal to the product of (A) the Exchange Ratio multiplied by (B) the number of shares of Company Common Stock into which such Company Series E Preferred Stock is then convertible at the then applicable conversion ratio for such Company Series E Preferred Stock. The shares of Parent Common Stock issuable in connection with the Merger and the transactions contemplated thereby are referred to herein as the "PARENT SHARES". At the Effective Time, all shares of Company Common Stock converted into the right to receive Parent Shares pursuant to this SECTION 4.1(A) shall, by virtue of the Merger and without any action on the part of the holders thereof, shall cease to be outstanding, outstanding and shall be canceled and retired and shall cease to exist, and each holder of a certificate theretofore (a "Certificate") representing any such shares of the Company Common Stock shall thereafter cease to have any rights with respect to such shares of the Company Common Stock, except the right to receive, without interest, Parent Common Stock and cash for fractional shares of Parent Common Stock in accordance with Sections 4.3(b) and 4.3(e) upon the surrender of such certificate Certificate. (d) Each share of the Company Common Stock issued and held in the Company's treasury, and each share of the Company Common Stock owned by Parent, Merger Sub or any other wholly owned Subsidiary of Parent or the Company shall, at the Effective Time and by virtue of the Merger, cease to be outstanding and shall be canceled and retired without payment of any consideration therefor, and no stock of Parent or other appropriate actionconsideration shall be delivered in exchange therefor. (e) (i) At the Effective Time, all options (individually, a "Company Option" and collectively, the "Company Options") then outstanding under the Western Atlas Inc. 1993 Stock Incentive Plan and the Western Atlas Inc. Director Stock Option Plan (collectively, the "Company Stock Option Plans") shall remain outstanding following the Effective Time. At the Effective Time, the Company Options shall, by virtue of the Merger and without any further action on the part of the Company or the holder of any Company Option, be assumed by Parent in accordance with SECTION 4.2such manner that Parent (i) is a corporation "assuming a stock option in a transaction to which section 424(a) applied" within the meaning of section 424 of the Code or (ii) to the extent that section 424 of the Code does not apply to any Company Option, would be such a corporation were section 424 of the Code applicable to such option. Each Company Option assumed by Parent shall be exercisable upon the same terms and conditions as under the applicable Company Stock Option Plan and the applicable option agreement issued thereunder, except that (i) each Company Option shall be exercisable for that whole number of shares of Parent Common Stock (rounded to the nearest whole share) into which the number of shares of the Company Common Stock subject to such Company Option immediately prior to the Effective Time would be converted under Section 4.2(b), and (ii) the option price per share of Parent Shares specified above and cash Common Stock shall be an amount equal to the option price per share of Company Common Stock subject to such Company Option in lieu of fractional shares.effect

Conversion of Company Stock. Subject to adjustmentSection 1.10, if applicable, pursuant to SECTIONS 4.1(E) hereof, and subject to the provisions of SECTION 4.3 hereof, (i) each --------------------------- ------------ share of Company Common Stock issued and outstanding immediately prior to the Effective Time (excluding any other than shares of Company Common Stock described in SECTION 4.1(D)), shall, held by virtue of the Merger and without any action on the part of the holder thereof, Dissenting Stockholders) shall be converted automatically into the right to receive a number fraction of shares a share of Parent Common Stock equal to the quotient Exchange Ratio (as defined in Section 1.6(e)). All such Company Stock, when so -------------- converted, shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and the holder of a certificate (x) 44,285,714 divided by (y) the total number of shares of Company Common "Stock outstanding (including, for such purposes, all shares issuable upon conversion of any then outstanding Company Series E Preferred Stock and upon exercise of the Adjustment Warrant but excluding any shares of Company Stock issued upon exercise of options outstanding as of the date hereof) as of the Effective Time (such quotient, as adjusted from time to time pursuant to SECTIONS 4.1(E) hereof, the "EXCHANGE RATIOCertificate") and (ii) each share of Company Series E Preferred Stock issued and outstanding that, immediately prior to the Effective Time shallTime, by virtue of the Merger and without any action on the part of the holder thereof, be converted automatically into the right to receive a number of shares of Parent Common Stock equal to the product of (A) the Exchange Ratio multiplied by (B) the number of represented outstanding shares of Company Common Stock into which such Company Series E Preferred Stock is then convertible at the then applicable conversion ratio for such Company Series E Preferred Stock. The shares of Parent Common Stock issuable in connection with the Merger and the transactions contemplated thereby are referred to herein as the "PARENT SHARES". At the Effective Time, all shares of Company Common Stock converted into the right to receive Parent Shares pursuant to this SECTION 4.1(A) shall, by virtue of the Merger and without any action on the part of the holders thereof, cease to be outstanding, be canceled and cease to exist, and each holder of a certificate theretofore representing any such shares of Company Common Stock shall thereafter cease to have any rights with respect to such shares of Company Stockthereto, except the right to receive, upon the surrender of such certificate Stock Certificate, (or i) the Parent Common Stock (the "Merger Consideration") to which such holder is entitled pursuant to this Section 1.6(c), (ii) certain dividends -------------- and other appropriate actiondistributions in with Section 1.6(d), and (iii) in accordance with SECTION 4.2, the number of Parent Shares specified above and cash in lieu of -------------- fractional shares Parent Common Stock in accordance with Section 1.10, without ------------ interest. Until surrendered as contemplated by Section 1.7, each Stock ----------- Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration as contemplated by this Section 1.6(c). Notwithstanding the foregoing, if between -------------- the date of this Agreement and the Effective Time, the outstanding shares of Company Stock or Parent Common Stock shall have been changed into a different number of shares or a different class because of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares., the Exchange Ratio with respect to such shares shall be correspondingly adjusted to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares. After the Effective Time, the Stock transfer books of the Company shall be closed and there shall be no further registration of transfers of Company Stock outstanding prior to the Effective Time. If, at or after the Effective Time, Stock Certificates are presented to the Surviving Corporation, they shall be canceled and exchanged as provided for, and in accordance with the procedures set forth in this Section 1.6(c). --------------

Conversion of Company Stock. Subject to adjustmentAt the Effective Time by virtue of the Merger and without any action on the part of the holders of Company Common Stock, if applicable, pursuant to SECTIONS 4.1(E) hereof, and subject to the provisions of SECTION 4.3 hereof, (i) each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (excluding any shares those held in the treasury of Company Common Stock described in SECTION 4.1(D)Company), shall, by virtue of the Merger and without any action on the part of the holder all rights in respect thereof, shall forthwith cease to exist and be converted automatically into the right to receive .271443 of a number of shares of Parent Common Stock equal to the quotient of share (x) 44,285,714 divided by (y) the total number of shares of Company Common Stock outstanding (including, for such purposes, all shares issuable upon conversion of any then outstanding Company Series E Preferred Stock and upon exercise of the Adjustment Warrant but excluding any shares of Company Stock issued upon exercise of options outstanding as of the date hereof) as of the Effective Time (such quotient, as adjusted from time to time pursuant to SECTIONS 4.1(E) hereof, the "COMMON STOCK EXCHANGE RATIO") and (ii) each share of Company Series E Preferred Stock issued and outstanding immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted automatically into the right to receive a number of shares of Parent Common Stock equal to the product of (A) the Exchange Ratio multiplied by (B) the number of shares of Company Common Stock into which such Company Series E Preferred Stock is then convertible at the then applicable conversion ratio for such Company Series E Preferred Stock. The shares of Parent Common Stock issuable in connection with the Merger and the transactions contemplated thereby are referred to herein as the "PARENT SHARES". At the Effective Time, all shares of Company Common Stock converted into the right to receive Parent Shares pursuant to this SECTION 4.1(A) shall, Time by virtue of the Merger and without any action on the part of the holders of shares of Series A Preferred, each share of Series A Preferred issued and outstanding immediately prior to the Effective Time (excluding those held in the treasury of Company), and all rights in respect thereof, shall forthwith cease to exist and be outstandingconverted into 1.008466 shares of Parent Common Stock (the "PREFERRED STOCK EXCHANGE RATIO," and, be canceled together with the Common Stock Exchange Ratio, the "EXCHANGE RATIOS"). At the Effective Time by virtue of the Merger and without any action on the part of the holders of the Company Options, each Company Option issued and outstanding immediately prior to the Effective Time, and all rights in respect thereof, shall forthwith cease to existexist and Parent Options shall be substituted therefor. Each such Parent Option shall be evidenced by a new stock option agreement issued by Parent to each of the holders of a Company Option (each a "PARENT GRANT AGREEMENT"). Each such Parent Grant Agreement shall have, and be subject to, the same terms and conditions set forth in the applicable stock option agreements for the Company Options, as in effect on the date hereof (each holder a "COMPANY OPTION AGREEMENT"), except that each Parent Option will be exercisable for the number of a certificate theretofore representing any such shares of Parent Common Stock equal to the product of the number of shares of Company Common Stock that were subject to such corresponding Company Option immediately prior to the Effective Time multiplied by the Common Stock Exchange Ratio, rounded down to the nearest whole share, and the per share exercise price for the shares of Parent Common Stock issuable upon exercise of such Parent Option will be equal to the quotient determined by dividing the exercise price per share of Company Common Stock at which such Company Option was exercisable immediately prior to the Effective Time by the Common Stock Exchange Ratio, rounded up to the nearest whole cent. At the Effective Time by virtue of the Merger and without any action on the part of the holders of the Amended Warrants, each Amended Warrant issued and outstanding immediately prior to the Effective Time, and all rights in respect thereof, shall thereafter forthwith cease to have any rights with respect to exist and Parent Warrants shall be substituted therefor. Each such shares of Company StockParent Warrant shall have, and be subject to, the same terms and conditions set forth in the applicable Amended Warrant, except the right to receive, upon the surrender of such certificate (or other appropriate action) in accordance with SECTION 4.2, that each Parent Warrant will be exercisable for the number of shares of Parent Shares specified above Common Stock equal to the product of the number of shares of Series A Preferred that were subject to such corresponding Amended Warrant immediately prior to the Effective Time multiplied by the Common Stock Exchange Ratio, rounded down to the nearest whole share, and cash the per share exercise price for the shares of Parent Common Stock issuable upon exercise of such Parent Warrent will be equal to the quotient determined by dividing the exercise price per share of Series A Preferred at which such Amended Warrant was exercisable immediately prior to the Effective Time by the Common Stock Exchange Ratio, rounded up to the nearest whole cent. Except pursuant to the terms of Sections 1.6(d) or 8.5, in lieu no event shall Parent be required to issue any Parent Common Stock or options, warrants or other securities exercisable for or convertible into in excess of fractional shares10,000,000 shares of Parent Common Stock pursuant to the terms of this Agreement, including, but not limited to, the Parent Common Stock issuable upon exercise of the Parent Options, the Parent Common Stock issuable upon exercise of the Parent Warrants, the Parent Common Stock to be issued to Xxxxxxxx Xxxxxxxxxxxxx pursuant to Section 1.6(g) and the Parent Common Stock to be issued to Xxxxx Xxxxxx pursuant to Section 1.6(h). An aggregate of 1,350,000 shares of the Merger Consideration (as defined below) payable to the stockholders of Company (the "STOCKHOLDERS") as set forth on EXHIBIT M attached hereto shall be subject to escrow pursuant to Sections 1.8(b) and 8.2. The aggregate number of shares of Parent Common Stock issuable (i) pursuant to this Section 1.6(a), (ii) upon exercise of the Parent Options and the Parent Warrants, and (iii) pursuant to Section 1.6(d) are collectively referred to herein as the "MERGER CONSIDERATION". The aggregate number of shares of Parent Common Stock that the holders of the Series A Preferred receive pursuant to this Section 1.6(a) is referred to herein as the "SERIES A PREFERRED MERGER CONSIDERATION."

Conversion of Company Stock. Subject to adjustment, if applicable, pursuant to SECTIONS 4.1(E) hereof, and subject to the provisions of SECTION 4.3 hereof, (i) each share All shares of Company Common Stock and Company Preferred outstanding immediately prior to the Effective Time ("Company Shares," which term shall refer to the Company Common and Company Preferred without distinction) shall be canceled and extinguished and converted automatically into shares of common stock of Parent ("Parent Common Stock") as follows: Other than Company Shares with respect to which appraisal rights have been properly demanded in accordance with Chapter 13 of the GCL ("Dissenting Shares"), each Company Share issued and outstanding immediately prior to the Effective Time (excluding any shares of Company Common Stock described in SECTION 4.1(D)), shall, shall by virtue of the Merger and at the Effective Time, and without any further action on by the part of the holder holders thereof, be converted automatically into the right to receive a that number of shares of Parent Common Stock as is determined by multiplying such Company Share by a ratio equal to to_____________________ ("Exchange Ratio"). An aggregate of ten percent (10%) of the quotient of (x) 44,285,714 divided by (y) the total number of shares of Company Parent Common Stock outstanding issuable with respect to Company Shares (including, for exclusive of Dissenting Shares) in the Merger (together with any dividends or distributions accrued or made with respect to such purposes, all shares issuable upon conversion of any then outstanding Company Series E Preferred Stock and upon exercise of the Adjustment Warrant but excluding any shares of Company Parent Common Stock issued upon exercise of options outstanding as of the date hereof) as of after the Effective Time (and any other securities or property which may be issued after the Effective Time in exchange for such quotient, as adjusted from time to time pursuant to SECTIONS 4.1(E) hereofshares of Parent Common Stock in any merger or recapitalization or similar transaction involving Parent, the "EXCHANGE RATIOEscrow Shares") shall be transferred and pledged when and as issued on a pro rata basis to secure the indemnification obligations of the Company's Shareholders (ii"Shareholders") each share of Company Series E Preferred Stock issued and outstanding immediately prior pursuant to the Effective Time shall, by virtue Merger Agreement and to permit the payment of any Deficit Amount as defined in Section 2.4 of the Merger and without any action on Agreement. No scrip or fractional shares of Parent Common Stock shall be issued in the part Merger. For purposes of determining the holder thereof, be converted automatically into the right to receive a number of shares of Parent Common Stock equal to be issued to each Shareholder in the product of (A) Merger, all the Company Shares owned by such Shareholder shall be aggregated prior to applying the Exchange Ratio multiplied by (B) the number of shares Ratio. If, after such aggregation, any holder of Company Common Stock into which such Company Series E Preferred Stock Shares is then convertible at the then applicable conversion ratio for such Company Series E Preferred Stock. The shares of Parent Common Stock issuable in connection with the Merger and the transactions contemplated thereby are referred to herein as the "PARENT SHARES". At the Effective Time, all shares of Company Common Stock converted into the right to receive a fractional share, such Shareholder shall be entitled to receive from Parent Shares pursuant to this SECTION 4.1(A) shall, by virtue of the Merger and without any action on the part of the holders thereof, cease to be outstanding, be canceled and cease to exist, and each holder of a certificate theretofore representing any such shares of Company Common Stock shall thereafter cease to have any rights with respect to such shares of Company Stock, except the right to receive, upon the surrender of such certificate (or other appropriate action) an amount in accordance with SECTION 4.2, the number of Parent Shares specified above and cash in lieu of such fractional sharesshare, based on a price of $______ per share of Parent Common Stock.

Conversion of Company Stock. Subject to adjustment, if applicable, pursuant to SECTIONS 4.1(E) hereof, At and subject to as of the provisions of SECTION 4.3 hereofClosing, (i) each share ROI shall deliver to Network Commerce $1,000,000.00 and a non-interest bearing promissory note in the form attached hereto as Schedule B (the "Note") in the principal amount of Company Common Stock $500,000.00 (the "Cash Consideration"), and (ii) all of the issued and outstanding immediately prior to shares of GO Common Stock shall at the Effective Time (excluding any shares of Company Common Stock described in SECTION 4.1(D)), shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted automatically into the right to receive a that number of shares of Parent ROI Common Stock equal with a value of $3,000,000.00 (the "Stock Consideration" and together with the Cash Consideration, the "Merger Consideration") as determined by the average of the closing sales prices of ROI Common Stock as reported on the OTC:BB exchange for each of the five trading days immediately preceding the Closing Date (the "Closing Stock Value"), using the previous closing price if no trades occur on any of such trading days. The Note shall be due and payable on August 31, 2001 if ROI fails to register the quotient of (x) 44,285,714 divided Stock Consideration as required by (y) Section 8 hereof. If ROI is required to pay the total Note, Network Commerce shall deliver to ROI that number of shares of Company ROI Common Stock outstanding (including, for such purposes, all shares issuable upon conversion of any then outstanding Company Series E Preferred with a Closing Stock and upon exercise Value equal to the amount paid by ROI to Network Commerce in payment of the Adjustment Warrant but excluding any Note together with a completed stock transfer power executed by Network Commerce. The number of shares of Company ROI Common Stock issued upon exercise of options outstanding as of the date hereof) as of the Effective Time (such quotient, as referred to throughout this Agreement shall be adjusted from time to time pursuant to SECTIONS 4.1(E) hereof, reflect any stock splits or stock dividends or reclassification of capital structure that occur after the "EXCHANGE RATIO") and (ii) each share date of Company Series E Preferred Stock issued and outstanding immediately prior to the Effective Time shall, by virtue this Agreement. As of the Merger and without any action on the part of the holder thereof, be converted automatically into the right to receive a number of shares of Parent Common Stock equal to the product of (A) the Exchange Ratio multiplied by (B) the number of shares of Company Common Stock into which such Company Series E Preferred Stock is then convertible at the then applicable conversion ratio for such Company Series E Preferred Stock. The shares of Parent Common Stock issuable in connection with the Merger and the transactions contemplated thereby are referred to herein as the "PARENT SHARES". At the Effective Time, all shares of Company such GO Common Stock converted into the right to receive Parent Shares pursuant to this SECTION 4.1(A) shall, by virtue of the Merger shall no longer be outstanding and without any action on the part of the holders thereof, cease to be outstanding, shall automatically be canceled and retired and shall cease to exist, and each holder of a certificate theretofore representing evidencing any such shares of Company GO Common Stock shall thereafter cease to have any rights with respect to such shares of Company Stockthereto, except the right to receive, receive the Merger Consideration to be issued in consideration therefor upon the surrender of such certificate (or other appropriate action) in accordance with SECTION 4.2Section 2(b) hereof. Notwithstanding the foregoing, at the Effective Time (i) certificates representing the number of Parent Shares specified above shares of ROI Common Stock to be delivered at closing determined by dividing $400,000.00 by the Closing Stock Value shall be held by the escrow agent pursuant to and cash in lieu accordance with the terms of fractional sharesthe Escrow Agreement in the form attached hereto as Schedule C and thereby made an integral part hereof (the "Escrow Agreement"), to secure the accuracy of the representations and warranties made by GO and Network Commerce pursuant to Section 6 hereof.