Common use of Effect on Capital Stock Clause in Contracts

Effect on Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company or the holders of any of the following securities: (a) The limited liability company interests of Merger Sub issued and outstanding immediately prior to the Effective Time, all of which shall be held by Parent, shall remain outstanding as limited liability company interests of the Surviving Entity, all of which shall continue to be held by Parent. (b) Each share of common stock, par value $0.01 per share, of the Company (such shares, collectively, the “Company Common Stock”, and each, a “Company Common Share”) 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(d)) shall be converted into the right to receive an amount of Parent Common Stock equal to the product of one Company Common Share multiplied by the Common Exchange Ratio (which Common Exchange Ratio is subject to adjustment as set forth in Section 1.8) (the “Common Stock Consideration” and together with the Preferred Stock Consideration, the “Merger Consideration”). (c) All Company Common Shares (other than Company Common Shares to be canceled pursuant to Section 1.6(d)) shall be canceled and shall cease to exist, and each holder of a certificate theretofore representing any Company Common Shares (each, a “Certificate”) or non-certificated Company Common Shares represented by book-entry (“Book-Entry Shares”) shall cease to have any rights with respect thereto, except the right to receive (i) the Common Stock Consideration upon surrender of such Certificates or Book-Entry Shares in accordance with Section 2.1(c), without interest (subject to any applicable withholding Tax specified in Section 2.2); and (ii) any dividends and other distributions in accordance with Section 2.1(g). (d) Each Company Common Share owned by Parent or Merger Sub, or owned by any direct or indirect Subsidiary of any such Person, in each case immediately prior to the Effective Time, shall automatically be canceled and retired and cease to exist as of the Effective Time and no consideration shall be paid in exchange therefor. (e) Each share of 6.125% Series C Cumulative Redeemable Preferred Stock, par value $0.01 per share, of the Company (such shares, collectively, the “Company Preferred Stock”, and each, a “Company Preferred Share”, and the Company Preferred Shares collectively with the Company Common Shares, the “Company Shares”) issued and outstanding immediately prior to the Effective Time shall be converted into the right to receive the Preferred Stock Consideration and shall be canceled and cease to exist, and each holder of a certificate theretofore representing any Company Preferred Shares or non-certificated Company Preferred Shares represented by book-entry shall cease to have any rights with respect thereto, except the right to receive the Preferred Stock Consideration upon surrender of such certificates or book-entry shares.

Effect on Capital Stock. At As of the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company or the holders holder of any shares of the following securitiesCommon Stock or Series B Stock (as hereinafter defined) or any shares of capital stock of MergerCo: (a) The limited liability company interests of Merger Sub issued and outstanding immediately prior to the Effective Time, all of which shall be held by Parent, shall remain outstanding as limited liability company interests of the Surviving Entity, all of which shall continue to be held by Parent. (b) Each share of common stock, par value $0.01 .01 per share, of MergerCo (the Company (such shares, collectively, the “Company "MergerCo Common Stock”, and each, a “Company Common Share”) 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(d)) shall be converted into the right to receive an amount of Parent Common Stock equal to the product of one Company Common Share multiplied by the Common Exchange Ratio (which Common Exchange Ratio is subject to adjustment as set forth in Section 1.8) (the “Common Stock Consideration” and together with the Preferred Stock Consideration, the “Merger Consideration”). (c) All Company Common Shares (other than Company Common Shares to be canceled pursuant to Section 1.6(d)) shall be canceled and shall cease to exist, and each holder of a certificate theretofore representing any Company Common Shares (each, a “Certificate”) or non-certificated Company Common Shares represented by book-entry (“Book-Entry Shares”) shall cease to have any rights with respect thereto, except the right to receive (i) the Common Stock Consideration upon surrender of such Certificates or Book-Entry Shares in accordance with Section 2.1(c), without interest (subject to any applicable withholding Tax specified in Section 2.2); and (ii) any dividends and other distributions in accordance with Section 2.1(g). (d) Each Company Common Share owned by Parent or Merger Sub, or owned by any direct or indirect Subsidiary of any such Person, in each case immediately prior to the Effective Time, shall automatically be canceled and retired and cease to exist as of the Effective Time and no consideration shall be paid in exchange therefor. (e) Each share of 6.125% Series C Cumulative Redeemable Preferred Stock, par value $0.01 per share, of the Company (such shares, collectively, the “Company Preferred Stock”, and each, a “Company Preferred Share”, and the Company Preferred Shares collectively with the Company Common Shares, the “Company Shares”") issued and outstanding immediately prior to the Effective Time shall be converted into one fully paid and nonassessable share of common stock, par value $1.00 per share, of the Surviving Corporation (the "Surviving Corporation Common Stock") following the Merger. (b) Each share of Common Stock that is owned by the Company, or by any wholly owned Subsidiary (as defined in Section 10.2) of the Company or by MergerCo shall automatically be canceled and retired and shall cease to exist, and no cash or other consideration shall be delivered or deliverable in exchange therefor. (c) Each share of Common Stock issued and outstanding immediately prior to the Effective Time (other than shares owned by the Company, any of its wholly owned Subsidiaries or MergerCo and Dissenting Shares (as defined in Section 3.2)) shall be converted into the right to receive $22.00 per share, net to the seller in cash, payable to the holder thereof, without any interest thereon (the "Merger Consideration"), upon surrender and exchange of the Certificate (as hereinafter defined) representing such share of Common Stock. (d) Each share of Series B Preferred Stock, par value $1.00 per share, of the Company (the "Series B Stock") issued and outstanding immediately prior to the Effective Time (other than shares owned by the Company or any of its wholly owned Subsidiaries) shall be converted into one fully paid and nonassessable share of Surviving Corporation Common Stock Consideration following the Merger. (e) All shares of Common Stock, when converted as provided in Section 2.1(c), shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each holder Certificate (as hereinafter defined) previously evidencing such shares shall thereafter represent only the right to receive the Merger Consideration. The holders of a certificate theretofore representing any Company Preferred Shares or non-certificated Company Preferred Shares represented by book-entry Certificates previously evidencing shares of Common Stock outstanding immediately prior to the Effective Time shall cease to have any rights with respect theretoto the Common Stock except as otherwise provided herein or by law and, except upon the surrender of Certificates in accordance with the provisions of Section 3.1, shall only represent the right to receive for their shares of Common Stock, the Preferred Merger Consideration, without any interest thereon. (f) All shares of Series B Stock, when converted as provided in Section 2.1(d) shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each certificate previously evidencing such shares of Series B Stock Consideration upon surrender shall thereafter represent only the right to receive shares of such Surviving Corporation Common Stock. The holders of certificates previously evidencing shares of Series B Stock outstanding immediately prior to the Effective Time shall cease to have any rights with respect to the Series B Stock except as otherwise provided herein or book-entry sharesby law.

Effect on Capital Stock. (a) At the Effective Time, Time by virtue of the ----------------------- Merger and without any action on the part of the holder thereof, each share of common stock, par value $0.0001, of NMC (the "NMC Common Stock") issued and ---------------- outstanding immediately prior to the Effective Time (other than shares of NMC Common Stock held by NMC, all of which shall be canceled as provided in Section ------- 3.8(c)) shall be converted into one share of Class B common stock, par value ------ $0.0001 per share, of the Surviving Corporation (the "Merger Consideration") and -------------------- all shares of common stock of the Surviving Corporation issued and outstanding at the Effective Time shall remain outstanding after the Merger. (b) As a result of the Merger and without any action on the part of Parent, Merger Sub, the Company or the holders of any of the following securities: (a) The limited liability company interests of Merger Sub issued and outstanding immediately prior to thereof, at the Effective Time, all of which shall be held by Parent, shall remain outstanding as limited liability company interests of the Surviving Entity, all of which shall continue to be held by Parent. (b) Each share of common stock, par value $0.01 per share, of the Company (such shares, collectively, the “Company Common Stock”, and each, a “Company Common Share”) issued and outstanding immediately prior to the Effective Time (other than any shares of Company NMC Common Stock to be canceled pursuant to Section 1.6(d)) shall be converted into the right to receive an amount of Parent Common Stock equal to the product of one Company Common Share multiplied by the Common Exchange Ratio (which Common Exchange Ratio is subject to adjustment as set forth in Section 1.8) (the “Common Stock Consideration” and together with the Preferred Stock Consideration, the “Merger Consideration”). (c) All Company Common Shares (other than Company Common Shares to be canceled pursuant to Section 1.6(d)) shall be canceled and shall cease to exist, and each holder of a certificate theretofore representing which immediately prior to the Effective Time represented any Company such shares of NMC Common Shares Stock (each, a “"Certificate”") or non-certificated Company Common Shares represented by book-entry (“Book-Entry Shares”) ----------- shall thereafter cease to have any rights with respect theretoto such shares of NMC Common Stock, except the right to receive (i) the Common Stock Consideration upon surrender of such Certificates as provided herein or Book-Entry Shares in accordance with Section 2.1(c), without interest (subject to any applicable withholding Tax specified in Section 2.2); and (ii) any dividends and other distributions in accordance with Section 2.1(g)by law. (dc) Each Company share of NMC Common Share owned Stock held by Parent or Merger Sub, or owned by any direct or indirect Subsidiary of any such Person, in each case immediately prior to NMC at the Effective TimeTime shall, by virtue of the Merger, cease to be outstanding and shall automatically be canceled and retired and cease to exist as no stock of the Effective Time and no Xenon 2 or other consideration shall be paid delivered in exchange therefor. (ed) Each share of 6.125% Series C Cumulative Redeemable Preferred Stock, par value $0.01 per share, Upon the original issuance of the Company (such shares, collectively, shares of Class B Common Stock by Xenon 2 in connection with the “Company Preferred Stock”Merger, and eachuntil such time as the same is no longer required hereunder or under the applicable requirements of the Securities Act or applicable state securities laws, a “Company Preferred Share”, and the Company Preferred Shares collectively with the Company Common Shares, the “Company Shares”) any certificate issued and outstanding immediately prior to the Effective Time shall be converted into the right to receive the Preferred Stock Consideration and shall be canceled and cease to exist, and each holder of a certificate theretofore representing any Company Preferred Shares or non-certificated Company Preferred Shares represented by book-entry such Class B Common Stock shall cease to have any rights with respect theretobear the following legend: "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, except the right to receive the Preferred Stock Consideration upon surrender of such certificates or book-entry sharesAS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS (A) THEY ARE SO REGISTERED OR (B) AN EXEMPTION FROM REGISTRATION IS AVAILABLE AND THE ISSUER IS FURNISHED WITH AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER TO THAT EFFECT. IN ADDITION, SUCH SHARES MAY ONLY BE TRANSFERRED PURSUANT TO THE PROVISIONS OF A GOVERNANCE AND INVESTOR RIGHTS AGREEMENT, DATED AS OF ________, 1999, AS AMENDED FROM TIME TO TIME AMONG NATIONAL BROADCASTING COMPANY, INC. AND THE ISSUER COPIES OF WHICH ARE ON FILE AT THE PRINCIPAL OFFICE OF THE ISSUER."

Effect on Capital Stock. (a) At the Effective Time, subject to the provisions of this ARTICLE II, each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares of Company Common Stock owned by Parent, Merger Sub, the Company, or any wholly owned Subsidiary of the Company or of Parent) shall, by virtue of the Merger and without any action on the part of Parentthe holder thereof, Merger Sub, be converted into and shall thereafter represent the Company or right to receive the holders Offer Price (together with any cash in lieu of any of the following securities: (a) The limited liability company interests of Merger Sub issued and outstanding immediately prior to the Effective Time, all of which shall be held by Parent, shall remain outstanding as limited liability company interests of the Surviving Entity, all of which shall continue to be held by Parent. (b) Each share of common stock, par value $0.01 per share, of the Company (such shares, collectively, the “Company Common Stock”, and each, a “Company Common Share”) issued and outstanding immediately prior to the Effective Time (other than any fractional shares of Company Parent Common Stock to be canceled paid pursuant to Section 1.6(d2.14(g)) shall be converted into the right to receive an amount of Parent Common Stock equal to the product of one Company Common Share multiplied by the Common Exchange Ratio (which Common Exchange Ratio is subject to adjustment as set forth in Section 1.8) (the “Common Stock Consideration” and together with the Preferred Stock Consideration, the “Merger Consideration”). (cb) All From and after the Effective Time, none of the shares of Company Common Shares (other than Stock converted into the Merger Consideration pursuant to this ARTICLE II shall remain outstanding and such shares of Company Common Shares to Stock shall automatically be canceled pursuant to Section 1.6(d)) shall be canceled cancelled and retired and shall cease to exist, and each holder of a certificate theretofore previously representing any such shares of Company Common Shares Stock or shares of Company Common Stock that are in non-certificated book-entry form (eacheither case being referred to in this Agreement, to the extent applicable, as a “Certificate”) or non-certificated Company Common Shares represented by book-entry (“Book-Entry Shares”) shall thereafter cease to have any rights with respect theretoto such Securities, except the right to receive (i) the Common Stock Consideration upon surrender of consideration to which such Certificates or Book-Entry Shares in accordance with holder may be entitled pursuant to this Section 2.1(c)2.11, without interest (subject to any applicable withholding Tax specified in Section 2.2); and (ii) any dividends and other distributions pursuant to Section 2.14(f) and (iii) any cash to be paid in accordance with lieu of any fractional share of Parent Common Stock pursuant to Section 2.1(g2.14(g). (dc) Each Company Common Share owned by Parent or Merger Sub, or owned by any direct or indirect Subsidiary of any such Person, in each case immediately prior to At the Effective Time, shall automatically all shares of Company Common Stock that are owned by Parent, Merger Sub or the Company (or any wholly owned Subsidiary of the Company or of Parent) shall, by virtue of the Merger and without any action on the part of the holder thereof, be canceled cancelled and retired and shall cease to exist as of the Effective Time and no cash or other consideration shall be paid delivered in exchange therefor. (ed) Each share of 6.125% Series C Cumulative Redeemable Preferred StockAt the Effective Time, par value $0.01 per share, of the Company (such shares, collectively, the “Company Preferred Stock”, and each, a “Company Preferred Share”, and the Company Preferred Shares collectively with the Company Common Shares, the “Company Shares”) each issued and outstanding immediately prior to share of common stock of Merger Sub shall, by virtue of the Effective Time shall Merger and without any action on the part of the holder thereof, be converted into and become one fully paid and nonassessable share of common stock of the right to receive the Preferred Stock Consideration and shall be canceled and cease to exist, and each holder of a certificate theretofore representing any Company Preferred Shares or non-certificated Company Preferred Shares represented by book-entry shall cease to have any rights with respect thereto, except the right to receive the Preferred Stock Consideration upon surrender of such certificates or book-entry sharesSurviving Corporation.

Effect on Capital Stock. (b) At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company or the holders of any of the following securities: (a) The limited liability company interests of Merger Sub issued and outstanding immediately prior subject to the Effective Timeprovisions of this Article I and Article II, all of which shall be held by Parent, shall remain outstanding as limited liability company interests of the Surviving Entity, all of which shall continue to be held by Parent. (b) Each each share of common stock, par value $0.01 per share, of the Company (such shares, collectively, the “Company New JPI Common Stock”, and each, a “Company Common Share”) Stock issued and outstanding immediately prior to the Effective Time (other than any shares of Company New JPI Common Stock to be canceled pursuant to Section 1.6(d)owned by New JPI and other than Dissenting New JPI Shares) shall shall, by virtue of this Agreement and without any action on the part of the holder thereof, be converted into and shall thereafter represent the right to receive an amount its pro rata portion based on the total number of Parent shares of New JPI Common Stock equal to the product of one Company Common Share multiplied by the Common Exchange Ratio (which Common Exchange Ratio is subject to adjustment as set forth in Section 1.8) (the “Common Stock Consideration” and together with the Preferred Stock Consideration, the “Merger Consideration”). (c) All Company Common Shares (other than Company Common Shares to be canceled pursuant to Section 1.6(d)) shall be canceled and shall cease to exist, and each holder of outstanding on a certificate theretofore representing any Company Common Shares (each, a “Certificate”) or nonfully-certificated Company Common Shares represented by book-entry (“Book-Entry Shares”) shall cease to have any rights with respect thereto, except the right to receive (i) the Common Stock Consideration upon surrender of such Certificates or Book-Entry Shares in accordance with Section 2.1(c), without interest (subject to any applicable withholding Tax specified in Section 2.2); and (ii) any dividends and other distributions in accordance with Section 2.1(g). (d) Each Company Common Share owned by Parent or Merger Sub, or owned by any direct or indirect Subsidiary of any such Person, in each case immediately prior to the Effective Time, shall automatically be canceled and retired and cease to exist as of the Effective Time and no consideration shall be paid in exchange therefor. (e) Each share of 6.125% Series C Cumulative Redeemable Preferred Stock, par value $0.01 per share, of the Company (such shares, collectively, the “Company Preferred Stock”, and each, a “Company Preferred Share”, and the Company Preferred Shares collectively with the Company Common Shares, the “Company Shares”) issued and outstanding diluted basis immediately prior to the Effective Time shall following the consummation of the F-Reorganization (subject to adjustment to account for the $4.4380 Value Transferred Shares and the $5.4571 Value Transferred Shares) (the “Merger Consideration”) of the following aggregate consideration (the “Aggregate Merger Consideration”): (i) Subject to adjustment in accordance with this Section 1.7(b), the number of shares of CME Class A Common Stock that would be payable with respect to the Transferred Shares if such shares were converted into the right merger consideration provided for in the GFI Merger Agreement as Stock Election Shares; provided that with respect to (i) the $4.4380 Value Transferred Shares, such number shall be calculated on the basis of a Per Share Cash Consideration amount under the GFI Merger Agreement of $4.4380 and (ii) the $5.4571 Value Transferred Shares, such number shall be calculated on the basis of a Per Share Cash Consideration amount under the GFI Merger Agreement of $5.4571. (ii) Notwithstanding the foregoing, if the Elected Cash Consideration under the GFI Merger Agreement is less than the Available Cash Consideration under the GFI Merger Agreement (the difference being the “GFI Merger Remaining Cash”), then the Aggregate Merger Consideration shall be as follows: (1) the amount of cash (without interest) that would be payable with respect to the Transferred Shares if such shares were converted into the Per Share Cash Consideration provided for in the GFI Merger Agreement (provided that with respect to (i) the $4.4380 Value Transferred Shares, such amount shall be calculated on the basis of a Per Share Cash Consideration amount under the GFI Merger Agreement of $4.4380 and (ii) the $5.4571 Value Transferred Shares, such amount shall be calculated on the basis of a Per Share Cash Consideration amount under the GFI Merger Agreement of $5.4571) up to an aggregate amount not to exceed the GFI Merger Remaining Cash (such Transferred Shares deemed so treated, the “Cash Transferred Shares” and the Transferred Shares minus the Cash Transferred Shares, the “Stock Transferred Shares”); provided that in no event will the cash Aggregate Merger Consideration payable pursuant to this Section 1.7(b)(ii)(1) exceed 16.5% of the Aggregate Merger Consideration payable hereunder; and (2) the number of shares of CME Class A Common Stock that would be payable with respect to the Stock Transferred Shares if such shares were converted into the Per Share Stock Consideration provided for in the GFI Merger Agreement; provided that with respect to (i) the $4.4380 Value Transferred Shares, such number shall be calculated on the basis of a Per Share Cash Consideration amount under the GFI Merger Agreement of $4.4380 and (ii) the $5.4571 Value Transferred Shares, such number shall be calculated on the basis of a Per Share Cash Consideration amount under the GFI Merger Agreement of $5.4571. Notwithstanding anything to the contrary contained in this Agreement, in no event will the aggregate number of shares of CME Class A Common Stock issuable in the Transactions exceed 19.9% of the number of shares of CME Class A Common Stock outstanding on the trading day immediately before January 22, 2015 (as appropriately adjusted for any reclassification, recapitalization, stock split or combination, exchange or readjustment of shares, or any stock dividend thereon with a record date during the period between such trading day and the Effective Time). Notwithstanding anything to the contrary contained in this Agreement, in no event will the Aggregate Merger Consideration payable hereunder exceed the amount of the aggregate merger consideration that would be payable with respect to the Transferred Shares if such shares were converted into the merger consideration provided for in the GFI Merger Agreement; provided that with respect to (i) the $4.4380 Value Transferred Shares, such amount shall be calculated on the basis of a Per Share Cash Consideration amount under the GFI Merger Agreement of $4.4380 and (ii) the $5.4571 Value Transferred Shares, such amount shall be calculated on the basis of a Per Share Cash Consideration amount under the GFI Merger Agreement of $5.4571. Notwithstanding anything to the contrary herein, the Aggregate Merger Consideration shall not be payable hereunder until after consummation of the initial GFI Merger. With respect to the payment of the Merger Consideration hereunder, CME’s sole obligation under this Agreement is to pay the Aggregate Merger Consideration to the Exchange Agent in accordance with the provisions of Section 2.1 (Surrender and Payment). None of CME, the Surviving Corporation, the Surviving Company or any of their respective affiliates shall have any liabilities or obligations with respect to the actual per share amount of the Merger Consideration paid to any Person entitled to receive the Preferred Stock Consideration and Merger Consideration, which subject to the terms of this Agreement, shall be canceled and cease determined solely by written instructions delivered by JPI to exist, and each holder of a certificate theretofore representing any Company Preferred Shares or non-certificated Company Preferred Shares represented by book-entry shall cease to have any rights with respect thereto, except the right to receive the Preferred Stock Consideration upon surrender of such certificates or book-entry sharesExchange Agent.

Effect on Capital Stock. (a) At the Effective Time, subject to the other provisions of Articles I and II, each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares of Company Common Stock to be canceled pursuant to Section 1.4(d) and any shares of Company Common Stock covered under Section 1.5) shall, by virtue of the Merger and without any action on the part of Parentthe holder thereof, Merger Sub, the Company or the holders of any of the following securities: (a) The limited liability company interests of Merger Sub issued and outstanding immediately prior to the Effective Time, all of which shall be held by Parent, shall remain outstanding as limited liability company interests of the Surviving Entity, all of which shall continue to be held by Parent. (b) Each share of common stock, par value $0.01 per share, of the Company (such shares, collectively, the “Company Common Stock”, and each, a “Company Common Share”) 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(d)) shall be converted into and shall thereafter represent the right to receive an amount 1.025 (the “Exchange Ratio”) share of validly issued, fully paid and non-assessable shares of Parent Common Stock equal to the product of one Company Common Share multiplied by the Common Exchange Ratio (which Common Exchange Ratio is subject to adjustment as set forth in Section 1.8) (the “Common Stock Consideration” and together with the Preferred Stock Consideration, the “Merger Consideration”). (cb) All From and after the Effective Time, all of the shares of Company Common Shares (other than Company Common Shares Stock converted into the right to be canceled receive the Merger Consideration pursuant to Section 1.6(d)) this Article I shall no longer be canceled outstanding and shall automatically be cancelled and retired and shall cease to exist, and each holder of (x) a certificate theretofore representing any Company Common Shares (each, each a “Certificate”) or (y) non-certificated Company Common Shares shares represented by book-entry (“Book-Entry Shares”) previously representing any such shares of Company Common Stock shall thereafter cease to have any rights with respect thereto, except the right to receive (i) the Common Stock Consideration upon surrender of such Certificates Merger Consideration, (ii) any dividends or Book-Entry Shares other distributions with a record date prior to the Effective Time which have been declared by the Company in accordance with Section 2.1(c)this Agreement and which remain unpaid at the Effective Time, without interest (subject to any applicable withholding Tax specified in Section 2.2); and (ii) any dividends and other distributions in accordance with Section 2.1(g2.1(f), and (iii) any cash to be paid in lieu of any fractional share of Parent Common Stock in accordance with Section 2.2. (c) If at any time during the period between the date of this Agreement and the Effective Time, any change in the outstanding shares of capital stock of Parent or the Company shall occur by reason of any reclassification, recapitalization, stock split or combination, exchange or readjustment of shares, or any stock dividend thereon with a record date during such period, the Merger Consideration, the Exchange Ratio and any other similarly dependent items, as the case may be, shall be appropriately adjusted to provide the holders of shares of Company Common Stock the same economic effect as contemplated by this Agreement prior to such event; provided that (i) nothing in this Section 1.4 shall be construed to permit the Company or Parent to take any action with respect to its securities that is otherwise prohibited by the terms of this Agreement and (ii) cash dividends and grants of equity compensation not prohibited by the terms hereof shall not result in any adjustment to the Exchange Ratio. (d) Each At the Effective Time, all shares of Company Common Share Stock that are owned directly by Parent Parent, Merger Subsidiary or the Company shall, by virtue of the Merger Sub, and without any action on the part of the holder thereof or owned by any of their respective direct or indirect wholly-owned Subsidiaries, be cancelled and retired and shall cease to exist and no stock of Parent, cash or other consideration shall be delivered in exchange therefor. For the avoidance of doubt, this Section 1.4(d) shall not apply to shares of Company Common Stock held in trust or otherwise set aside from shares held in the Company’s treasury pursuant to a Company Benefit Plan (as such term is defined in Section 3.15). (e) At the Effective Time, each issued and outstanding share of common stock, par value $0.01 per share, of Merger Subsidiary of any such Person, in each case issued and outstanding immediately prior to the Effective Time, Time shall automatically be canceled remain outstanding as one fully paid and retired and cease to exist as of the Effective Time and no consideration shall be paid in exchange therefor. (e) Each nonassessable share of 6.125% Series C Cumulative Redeemable Preferred Stockcommon stock, par value $0.01 per share, of the Company (such shares, collectively, the “Company Preferred Stock”, and each, a “Company Preferred Share”, and the Company Preferred Shares collectively with the Company Common Shares, the “Company Shares”) issued and outstanding immediately prior to the Effective Time shall be converted into the right to receive the Preferred Stock Consideration and shall be canceled and cease to exist, and each holder of a certificate theretofore representing any Company Preferred Shares or non-certificated Company Preferred Shares represented by book-entry shall cease to have any rights with respect thereto, except the right to receive the Preferred Stock Consideration upon surrender of such certificates or book-entry sharesSurviving Corporation.

Effect on Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company or the holders of any of the following securities: (a) The limited liability company interests Each share of common stock of Merger Sub issued and outstanding immediately prior to the Effective Time, all of which Time shall be held by Parentconverted into and become one validly issued, shall remain outstanding as limited liability company interests fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Entity, all of which shall continue to be held by ParentCorporation. (b) Each share of (i) common stock, par value $0.01 per share, of the Company (such shares, collectively, the “Company Common Stock”, and each, a “Company Common Share”) and (ii) Class B Common Stock, par value $0.01 per share, of the Company (the “Class B Stock”, and each, a “Class B Share”, and the Class B Shares collectively with the Common Shares, the “Company Shares”), in each case issued and outstanding immediately prior to the Effective Time (other than any shares of Company Common Stock or Class B Stock to be canceled pursuant to Section 1.6(d1.6(c) and any Dissenting Shares)) , shall be converted into the right to receive an amount per Company Share (subject to any applicable withholding Tax specified in Section 2.2) equal to an amount of Parent Common Stock equal to the product of one Company Common Share multiplied by and the Common Exchange Ratio (which Common Exchange Ratio is subject to adjustment as set forth herein) and any cash paid in lieu of fractional shares in accordance with Section 1.82.1(d) (the “Common Stock Consideration” and together with the Preferred Stock Considerationcollectively, the “Merger Consideration”). (c) All . At the Effective Time, each Company Common Shares (other than Company Common Shares Share converted into the right to be canceled receive the Merger Consideration pursuant to Section 1.6(d)) this Article I shall automatically be canceled cancelled and shall cease to exist, exist and each holder of a certificate theretofore representing any such Company Common Shares (each, a “Certificate”) or non-certificated Company Common Shares represented by book-entry (“Book-Entry Shares”) shall cease to have any rights with respect thereto, except the right to receive (i) the Common Stock Merger Consideration upon surrender of such Certificates or Book-Entry Shares in accordance with Section 2.1(c), without interest (subject to any applicable withholding Tax specified in Section 2.2); and (ii) any dividends and other distributions in accordance with Section 2.1(g)1.8. (dc) Each Company Common Share held in the treasury of the Company, if any, or otherwise owned by Parent or Merger Sub, or owned by any direct or indirect Subsidiary of any such PersonPerson (other than Company Shares held in an investment portfolio), in each case immediately prior to the Effective Time, shall automatically be canceled and retired and cease to exist as of the Effective Time without any conversion thereof and no consideration shall be paid in exchange therefor. (e) Each share of 6.125% Series C Cumulative Redeemable Preferred Stock, par value $0.01 per share, of the Company (such shares, collectively, the “Company Preferred Stock”, and each, a “Company Preferred Share”, and the Company Preferred Shares collectively with the Company Common Shares, the “Company Shares”) issued and outstanding immediately prior to the Effective Time shall be converted into the right to receive the Preferred Stock Consideration and shall be canceled and cease to exist, and each holder of a certificate theretofore representing any Company Preferred Shares or non-certificated Company Preferred Shares represented by book-entry shall cease to have any rights with respect thereto, except the right to receive the Preferred Stock Consideration upon surrender of such certificates or book-entry shares.

Effect on Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of the Company, Parent, Merger Sub, the any Company Common Shareholder or the holders holder of any shares of the following securitiescommon stock of Merger Sub: (a) The limited liability company interests of Merger Sub issued and outstanding immediately prior to the Effective Time, all of which shall be held by Parent, shall remain outstanding as limited liability company interests of the Surviving Entity, all of which shall continue to be held by Parent. (b) Each each share of common stock, par value $0.01 per share, of the Company (such shares, collectively, the “Company Common Stock”, and each, a “Company Common Share”) Stock issued and outstanding immediately prior to the Effective Time (other than any shares of Specified Company Common Stock to be canceled pursuant to Section 1.6(d)Shares) shall be canceled and automatically converted into the right to receive an amount the Per Share Merger Consideration, in the following manner: first, each share of Parent Company Common Stock issued and outstanding immediately prior to the Effective Time (other than any Specified Company Shares) shall be automatically converted into one (1) Surviving Corporation Share and to effect such conversion the Surviving Corporation shall deliver to the Exchange Agent, solely in the name and on behalf of and for the account and benefit of the former Company Common Shareholders (other than the holders of Specified Company Shares), a number of Surviving Corporation Shares equal to the product total number of one shares of Company Common Share multiplied Stock outstanding immediately prior to the Effective Time (reduced by the Common Exchange Ratio (which Common Exchange Ratio is subject number of Specified Company Shares), and second, each such Surviving Corporation Share shall be automatically exchanged for the right to adjustment as receive the Per Share Merger Consideration, in accordance with the procedures set forth in Section 1.8) (3.3. As of the “Effective Time, all such shares of Company Common Stock Consideration” shall no longer be outstanding and together with the Preferred Stock Consideration, the “Merger Consideration”). (c) All Company Common Shares (other than Company Common Shares to shall automatically be canceled pursuant to Section 1.6(d)) shall be canceled and retired and shall cease to exist, and each holder of a certificate theretofore representing any Company Common Shares (each, a “Certificate”) or non-certificated Company Common Shares represented by book-entry (“Book-Entry Shares”) shall cease to have any rights with respect thereto, except thereafter represent only the right to receive the Per Share Merger Consideration in the manner contemplated by Section 3.3; (b) each share of Company Common Stock that is owned by (i) the Common Stock Consideration upon surrender of such Certificates Company or Book-Entry Shares in accordance with Section 2.1(c)its Subsidiaries, without interest (subject to any applicable withholding Tax specified in Section 2.2); and or (ii) any dividends and other distributions in accordance with Section 2.1(g). (d) Each Company Common Share owned by Parent Parent, Merger Sub or Merger Sub, or owned by any direct or indirect Subsidiary of any such Person, in each case immediately prior to the Effective Timetheir respective Subsidiaries, shall automatically be canceled and retired and shall cease to exist as of the Effective Time exist, and no consideration shall be paid delivered in exchange therefor.; (ec) Each each share of 6.125% Series C Cumulative Redeemable Preferred Stock, par value $0.01 per share, common stock of the Company (such shares, collectively, the “Company Preferred Stock”, and each, a “Company Preferred Share”, and the Company Preferred Shares collectively with the Company Common Shares, the “Company Shares”) issued and Merger Sub outstanding immediately prior to the Effective Time shall be converted into and become one Surviving Corporation Share; and (d) notwithstanding the right to receive foregoing, if, between the Preferred Stock date of this Agreement and the Effective Time, the outstanding Parent Shares shall have changed into a different number of shares or a different class by reason of any stock dividend or distribution, subdivision, reclassification, recapitalization, stock split, reverse stock split, stock consolidation, combination, exchange of shares or other similar change or event then, the Merger Consideration and the Per Share Merger Consideration shall be canceled and cease correspondingly adjusted to existreflect such stock dividend or distribution, and each holder subdivision, reclassification, recapitalization, stock split, reverse stock split, stock consolidation, combination, exchange of a certificate theretofore representing any Company Preferred Shares shares or non-certificated Company Preferred Shares represented by book-entry shall cease to have any rights with respect thereto, except the right to receive the Preferred Stock Consideration upon surrender of such certificates other similar change or book-entry sharesevent.

Effect on Capital Stock. (a) At the First Effective Time, by virtue of the First Merger and without any action on by any Party or any other Person (including the part NV5 Stockholders and the Acuren Stockholders): (i) all shares of ParentNV5 Common Stock that are owned by any of Acuren, Merger Sub, the Company Subs or the holders of NV5 (including shares held as treasury stock or otherwise) or any of their respective Subsidiaries immediately prior to the following securities:First Effective Time shall be automatically canceled and shall cease to exist and no consideration shall be delivered in exchange therefor; (aii) The limited liability company interests each share of Merger Sub NV5 Common Stock issued and outstanding immediately prior to the First Effective TimeTime (except for shares of NV5 Common Stock to be canceled under Section 2.1(a)(i) and Appraisal Shares) (each, all of which a “Converted Share”) shall be held by Parentautomatically converted into and become the right to receive (A) subject to Section 2.2, shall remain outstanding as limited liability company interests a number of validly issued, fully paid and nonassessable shares of Acuren Common Stock equal to the Surviving EntityExchange Ratio and (B) ten dollars ($10.00) in cash, all without interest (such amount of which shall continue to be held by Parent.cash, the “Per-Share Cash Amount” and, the foregoing clauses (A) and (B), collectively, the “Merger Consideration”); and (biii) Each each share of Merger Sub I Common Stock issued and outstanding immediately prior to the First Effective Time shall be automatically converted into and become one (1) validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, of the Company Initial Surviving Corporation (such shares, collectively, the “Company Initial Surviving Corporation Common Stock”, and each, a “Company Common Share”) 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(d)) shall be converted into the right to receive an amount of Parent Common Stock equal to the product of one Company Common Share multiplied by the Common Exchange Ratio (which Common Exchange Ratio is subject to adjustment as set forth in Section 1.8) (the “Common Stock Consideration” and together with the Preferred Stock Consideration, the “Merger Consideration”). (cb) All Company Common Shares (other than Company Common Shares to be canceled pursuant to Section 1.6(d)) shall be canceled and shall cease to existAt the First Effective Time, and each holder of (i) a certificate theretofore representing that immediately prior to the First Effective Time represented any Company share of NV5 Common Shares Stock (each, a “Certificate”) or non-certificated Company (ii) any share of NV5 Common Shares represented by Stock held in book-entry form (each, a “Book-Entry SharesShare”) shall cease to have any rights with respect right, title or interest therein or thereto, except the right (A) as to receive (i) the Common Stock Consideration upon surrender of such Certificates or Book-Entry Shares in accordance with Section 2.1(c), without interest (subject to any applicable withholding Tax specified in Section 2.2); and (ii) any dividends and other distributions in accordance with Section 2.1(g). (d) Each Company Common Share owned by Parent or Merger Sub, or owned by any direct or indirect Subsidiary of any such Person, in each case immediately prior to the Effective Time, shall automatically be canceled and retired and cease to exist as of the Effective Time and no consideration shall be paid in exchange therefor. (e) Each share of 6.125% Series C Cumulative Redeemable Preferred Stock, par value $0.01 per share, of the Company (such shares, collectively, the “Company Preferred Stock”, and each, a “Company Preferred Share”, and the Company Preferred Shares collectively with the Company Common Converted Shares, the “Company Shares”) issued and outstanding immediately prior to the Effective Time shall be converted into the right to receive the Preferred Stock Merger Consideration (subject to compliance with Section 2.4), any cash in lieu of fractions of shares under Section 2.2 and shall be canceled any dividends or other distributions payable under Section 2.4(d) and cease (B) as to existAppraisal Shares, and each holder of a certificate theretofore representing any Company Preferred Shares or non-certificated Company Preferred Shares represented by book-entry shall cease to have any rights with respect thereto, except the right to receive the Preferred Stock Consideration upon surrender of such certificates or book-entry sharesprovided by Law and in Section 2.3.

Effect on Capital Stock. At the Effective Time, by virtue as a result of the Merger and without any action on the part of Parent, Merger Sub, the holder of any capital stock of the Company or on the holders of any part of the following securitiessole stockholder of Merger Sub: (a) The limited liability company interests of Merger Sub issued and outstanding immediately prior to the Effective Time, all of which shall be held by Parent, shall remain outstanding as limited liability company interests of the Surviving Entity, all of which shall continue to be held by Parent. (b) Each share of the common stock, par value $0.01 per share, of the Company (such shares, collectively, the “Company Common Stock”, and each, each a “Company Common Share”) 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(d)) shall be converted into the right to receive an amount of Parent Common Stock equal to the product of one Company Common Share multiplied by the Common Exchange Ratio (which Common Exchange Ratio is subject to adjustment as set forth in Section 1.8) (the “Common Stock Consideration,” and together with the Preferred Stock Consideration, the “Merger Consideration”). (c) All Company Common Shares (other than Company Common Shares to be canceled pursuant to Section 1.6(d)) shall be canceled and shall cease to exist, and each holder of a certificate theretofore representing any Company Common Shares (each, a “Certificate”) or non-certificated Company Common Shares represented by book-entry (“Book-Entry Shares”) shall cease to have any rights with respect thereto, except the right to receive (i) the Common Stock Consideration upon surrender of such Certificates or Book-Entry Shares in accordance with Section 2.1(c), without interest (subject to any applicable withholding Tax specified in Section 2.2); and (ii) any dividends and other distributions in accordance with Section 2.1(g). (d) Each Company Common Share owned by Parent or Merger Sub, or owned by any direct or indirect Subsidiary of any such Person, in each case immediately prior to the Effective Time, shall automatically be canceled and retired and cease to exist as of the Effective Time and no consideration shall be paid in exchange therefor. (e) Each share of 6.125% Series C Cumulative Redeemable Preferred Stock, par value $0.01 per share, of the Company (such shares, collectively, the “Company Preferred Stock”, and each, a “Company Preferred Share”, and the Company Preferred Shares collectively with the Company Common Shares, the “Company Shares”) issued and outstanding immediately prior to the Effective Time (other than Company Restricted Shares, Company Shares owned by Parent or Merger Sub and Company Shares owned by the Company, and in each case, not held on behalf of third parties (each an “Excluded Company Share” and collectively, “Excluded Company Shares”)) shall be converted into into, and become exchangeable for, 0.400 (the right “Exchange Ratio”) of a fully paid and nonassessable share (with respect to receive each Company Share, other than Excluded Company Shares, the Preferred Stock Consideration “Per Share Merger Consideration,” and with respect to all of the issued and outstanding Company Shares, other than Excluded Company Shares, the “Merger Consideration”) of common stock, par value $0.125 per share, of Parent (each, a “Parent Share” and collectively, the “Parent Shares”). At the Effective Time, all of the Company Shares (other than Excluded Company Shares) shall cease to be outstanding, shall automatically be cancelled and shall be canceled and cease to exist, and each holder of certificate (a certificate theretofore “Certificate”) formerly representing any of the Company Preferred Shares or Shares, and each non-certificated Company Preferred Shares Share represented by book-book entry (each, a “Book Entry Company Share”) (other than in each case those representing Excluded Company Shares), shall thereafter represent only the right to receive, without interest, the Per Share Merger Consideration and the right, if any, to receive (i) pursuant to Section 4.2(f) cash in lieu of fractional shares into which such Company Shares have been converted pursuant to this Section 4.1(a) and (ii) any distribution or dividend pursuant to Section 4.2(d). (b) Each Company Share that is an Excluded Company Share shall be cancelled and shall cease to have any rights exist, with respect theretono consideration paid in exchange therefor (other than Company Restricted Shares, except which are subject to Section 4.5(d)). (c) At the right Effective Time, each share of common stock, par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to receive the Preferred Stock Consideration upon surrender Effective Time shall be converted into one share of such certificates or book-entry sharescommon stock, par value $0.01 per share, of the Surviving Corporation.

Effect on Capital Stock. At As of the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company or the holders holder of any shares of the following securitiesCigna Common Stock: (a) The limited liability company interests All shares of Cigna Common Stock that are held directly by Cigna as treasury stock (the “Cigna Treasury Shares”) or beneficially owned by Anthem or a Subsidiary of Cigna or Anthem (including Merger Sub issued and outstanding immediately prior to the Effective Time, all of which Sub) shall be held by Parentcanceled and shall cease to exist and no cash, Anthem Common Stock or other consideration shall remain outstanding as limited liability company interests of the Surviving Entity, all of which shall continue to be held by Parentdelivered in exchange therefor. (b) Each share of common stock, par value $0.01 per share, of the Company (such shares, collectively, the “Company Cigna Common Stock”, and each, a “Company Common Share”) Stock issued and outstanding immediately prior to the Effective Time (other than any (i) Cigna Treasury Shares, (ii) shares of Company Cigna Common Stock beneficially owned by Anthem or a Subsidiary of Cigna or Anthem (including Merger Sub), (iii) Dissenting Shares and (iv) shares of Cigna Common Stock subject to be canceled pursuant to Section 1.6(d)Cigna Restricted Stock Awards) shall be converted at the Effective Time into the right to receive an amount of Parent Common Stock equal to the product of one Company Common Share multiplied by the Common Exchange Ratio (which Common Exchange Ratio is subject to adjustment as set forth x) $103.40 in Section 1.8) cash, without interest (the “Cash Consideration”), and (y) 0.5152 of a share of Anthem Common Stock (the “Stock Consideration” and and, together with the Preferred Stock Cash Consideration, the “Merger Consideration”). (c) All Company . Upon such conversion, all such shares of Cigna Common Shares (other than Company Common Shares to Stock shall no longer be canceled pursuant to Section 1.6(d)) outstanding and shall automatically be canceled and shall cease to exist, and each holder of (1) a certificate theretofore representing that immediately prior to the Effective Time represented any Company such shares of Cigna Common Shares Stock (each, a “Cigna Certificate”) or non-certificated Company (2) shares of Cigna Common Shares represented by Stock held in book-entry form (“Book-Entry Shares”) shall shall, in each case, cease to have any rights with respect thereto, except for the rights to receive the Merger Consideration, cash in lieu of any fractional shares in accordance with Section 2.5 and any dividends or other distributions pursuant to Section 2.3, in each case upon the surrender of a Cigna Certificate or Book-Entry Share in accordance with the terms hereof. Any Dissenting Shares shall thereafter represent only the right to receive (i) the Common Stock Consideration upon surrender of such Certificates or Book-Entry Shares in accordance with Section 2.1(c), without interest (subject to any applicable withholding Tax specified payments set forth in Section 2.2); and (ii) any dividends and other distributions in accordance with Section 2.1(g)1.9. (d) Each Company Common Share owned by Parent or Merger Sub, or owned by any direct or indirect Subsidiary of any such Person, in each case immediately prior to the Effective Time, shall automatically be canceled and retired and cease to exist as of the Effective Time and no consideration shall be paid in exchange therefor. (ec) Each share of 6.125% Series C Cumulative Redeemable Preferred Stockcommon stock, par value $0.01 per share0.01, of the Company (such shares, collectively, the “Company Preferred Stock”, and each, a “Company Preferred Share”, and the Company Preferred Shares collectively with the Company Common Shares, the “Company Shares”) issued and Merger Sub outstanding immediately prior to the Effective Time shall be converted into and become one share of common stock, par value $0.01, of the right to receive the Preferred Stock Consideration and shall be canceled and cease to exist, and each holder of a certificate theretofore representing any Company Preferred Shares or non-certificated Company Preferred Shares represented by book-entry shall cease to have any rights with respect thereto, except the right to receive the Preferred Stock Consideration upon surrender of such certificates or book-entry sharesInitial Surviving Corporation.

Effect on Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company or the holders of any of the following securities: (a) The limited liability company interests of Merger Sub issued and outstanding immediately prior to the Effective Time, all of which shall be held by Parent, shall remain outstanding as limited liability company interests of the Surviving Entity, all of which shall continue to be held indirectly by Parent. (b) Each share of common stock, par value $0.01 per share, of the Company (such shares, collectively, the “Company Common Stock”, and each, a “Company Common Share”) 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(d)) shall be converted into the right to receive (without interest, subject to reduction for any applicable withholding Taxes payable in respect thereof and further subject to the provisions of this Article I): (i) Each share of Company Common Stock with respect to which an election to receive cash (a “Cash Election”) has been effectively made and not revoked pursuant to Section 1.8(a) (each, a “Cash Electing Company Share”) shall be converted into the right to receive $19.00 in cash (the “Per Share Cash Election Consideration”); provided, however, that if the product of the total number of Cash Electing Company Shares multiplied by the Per Share Cash Election Consideration (such product being the “Cash Election Amount”) exceeds $641,000,000.00 (the “Maximum Cash Amount”), then each Cash Electing Company Share shall be converted into a right to receive (A) an amount of cash (without interest) equal to the product (rounded down to the nearest two decimal places) of (I) the Per Share Cash Election Consideration and (II) a fraction, the numerator of which shall be the Maximum Cash Amount and the denominator of which shall be the Cash Election Amount (such fraction being the “Cash Fraction”) and (B) a number of validly issued, fully paid and non-assessable shares of Parent Common Stock equal to the product of (x) the Common Exchange Ratio and (y) one (1) minus the Cash Fraction. (ii) Each share of Company Common Stock with respect to which an election to receive stock consideration (a “Stock Election”) has been effectively made and not revoked pursuant to Section 1.8(a) (each, a “Stock Electing Company Share”) and each Non-Electing Company Share (as defined herein) shall be converted into an amount of Parent Common Stock equal to the product of one Company Common Share multiplied by the Common Exchange Ratio (which Common Exchange Ratio is subject to adjustment as set forth in Section 1.81.9) (the “Stock Election Consideration”); provided, however, that if the Maximum Cash Amount exceeds the Cash Election Amount, then each Stock Electing Company Share and each Non-Electing Company Share shall be converted into the right to receive (A) an amount of cash (without interest) equal to the amount (rounded down to the nearest two decimal places) of such excess divided by the sum of the number of Stock Electing Company Shares and the number of Non-Electing Company Shares and (B) a number of validly issued, fully paid and non-assessable shares of Parent Common Stock equal to the product of (I) the Common Exchange Ratio and (II) a fraction, the numerator of which shall be the Per Share Cash Election Consideration minus the amount calculated in clause (A) of this paragraph and the denominator of which shall be the Per Share Cash Election Consideration. (iii) The shares of Parent Common Stock to be issued and/or cash payable upon the conversion of a share of Company Common Stock pursuant to this Section 1.6(b) are referred to collectively as the “Common Stock Consideration” and together with the Preferred Stock Consideration, the “Merger Consideration”). (c) All Company Common Shares (other than Company Common Shares to be canceled pursuant to Section 1.6(d)) shall be canceled and shall cease to exist, and each holder of a certificate theretofore representing any Company Common Shares (each, a “Certificate”) or non-certificated Company Common Shares represented by book-entry (“Book-Entry Shares”) shall cease to have any rights with respect thereto, except the right to receive (i) the Common Stock Consideration upon surrender of such Certificates or Book-Entry Shares in accordance with Section 2.1(c), without interest (subject to any applicable withholding Tax specified in Section 2.2); and (ii) any dividends and other distributions in accordance with Section 2.1(g). (d) Each Company Common Share owned by Parent or Merger Sub, or owned by any direct or indirect Subsidiary of any such Person, in each case immediately prior to the Effective Time, shall automatically be canceled and retired and cease to exist as of the Effective Time and no consideration shall be paid in exchange therefor. (e) Each share of 6.125% Series C Cumulative Redeemable Preferred Stock, par value $0.01 per share, of the Company (such shares, collectively, the “Company Preferred Stock”, and each, a “Company Preferred Share”, and the Company Preferred Shares collectively with the Company Common Shares, the “Company Shares”) issued and outstanding immediately prior to the Effective Time shall be converted into the right to receive the Preferred Stock Consideration and shall be canceled and cease to exist, and each holder of a certificate theretofore representing any Company Preferred Shares or non-certificated Company Preferred Shares represented by book-entry shall cease to have any rights with respect thereto, except the right to receive the Preferred Stock Consideration upon surrender of such certificates or book-entry shares.

Effect on Capital Stock. (a) At the Effective Time, subject to the other provisions of Articles I and II, each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares of Company Common Stock to be canceled pursuant to Section 1.4(d) and except for any Dissenting Shares or any shares of Company Common Stock covered under Section 1.6) shall, by virtue of the Merger this Agreement and without any action on the part of the holder thereof, be converted into and shall thereafter represent the right to receive the following consideration (collectively, the “Merger Consideration”): (x) $16.25 in cash, without interest (the “Per Share Cash Amount”) and (y) 0.3869 of a share of validly issued, fully paid and non-assessable shares of Parent Common Stock (the “Exchange Ratio”). (b) From and after the Effective Time, all of the shares of Company Common Stock converted into the right to receive the Merger Consideration pursuant to this Article I shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist, and each holder of (x) a certificate (each a “Certificate”) or (y) non-certificated shares represented by book-entry (“Book-Entry Shares”) previously representing any such shares of Company Common Stock shall thereafter cease to have any rights with respect to such securities, except the right to receive (i) the Merger Consideration, (ii) any dividends or other distributions with a record date prior to the Effective Time which have been declared by the Company in accordance with this Agreement and which remain unpaid at the Effective Time, and any dividends and other distributions in accordance with Section 2.1(f) and (iii) any cash to be paid in lieu of any fractional share of Parent Common Stock in accordance with Section 2.2. (c) If at any time during the period between the date of this Agreement and the Effective Time, any change in the outstanding shares of capital stock of Parent or the Company shall occur by reason of any reclassification, recapitalization, stock split or combination, exchange or readjustment of shares, or any stock dividend thereon with a record date during such period, the Merger Consideration, the Per Share Cash Amount, the Exchange Ratio and any other similarly dependent items, as the case may be, shall be appropriately adjusted to provide the holders of shares of Company Common Stock the same economic effect as contemplated by this Agreement prior to such event; provided that (i) nothing in this Section 1.4 shall be construed to permit the Company or Parent to take any action with respect to its securities that is otherwise prohibited by the terms of this Agreement and (ii) cash dividends and grants of equity compensation not prohibited by the terms hereof shall not result in any adjustment to the Exchange Ratio. (d) At the Effective Time, all shares of Company Common Stock that are owned by Parent, Merger SubSubsidiary 1, Merger Subsidiary 2 or the Company or the holders of any of their respective direct or indirect wholly-owned Subsidiaries (the following securities:“Cancelled Shares”) shall be cancelled and retired and shall cease to exist and no stock of Parent, cash or other consideration shall be delivered in exchange therefor. For the avoidance of doubt, this Section 1.4(d) shall not apply to shares of Company Common Stock held in trust or otherwise set aside from shares held in the Company’s treasury pursuant to a Company Benefit Plan (as such term is defined in Section 3.15). (ai) The limited liability company interests At the Effective Time, each issued and outstanding share of common stock, par value $0.01 per share, of Merger Sub Subsidiary 1 issued and outstanding immediately prior to the Effective Time, all of which shall be held by Parent, Time shall remain outstanding as limited liability company interests of the Surviving Entity, all of which shall continue to be held by Parent. (b) Each one fully paid and nonassessable share of common stock, par value $0.01 per share, of the Company (such shares, collectively, the “Company Common Stock”, and each, a “Company Common Share”) 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(d)) shall be converted into the right to receive an amount of Parent Common Stock equal to the product of one Company Common Share multiplied by the Common Exchange Ratio (which Common Exchange Ratio is subject to adjustment as set forth in Section 1.8) (the “Common Stock Consideration” and together with the Preferred Stock Consideration, the “Merger Consideration”). (c) All Company Common Shares (other than Company Common Shares to be canceled pursuant to Section 1.6(d)) shall be canceled and shall cease to exist, and each holder of a certificate theretofore representing any Company Common Shares (each, a “Certificate”) or non-certificated Company Common Shares represented by book-entry (“Book-Entry Shares”) shall cease to have any rights with respect thereto, except the right to receive (i) the Common Stock Consideration upon surrender of such Certificates or Book-Entry Shares in accordance with Section 2.1(c), without interest (subject to any applicable withholding Tax specified in Section 2.2); First Surviving Corporation and (ii) any dividends and other distributions in accordance with Section 2.1(g). (d) Each Company Common Share owned by Parent or Merger Sub, or owned by any direct or indirect Subsidiary of any such Person, in each case immediately prior to at the Second Effective Time, shall automatically be canceled (A) each issued and retired and cease to exist as of the Effective Time and no consideration shall be paid in exchange therefor. (e) Each outstanding share of 6.125% Series C Cumulative Redeemable Preferred Stockcommon stock, par value $0.01 per share, of the Company First Surviving Corporation shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist and no consideration shall be delivered in exchange therefor and (such sharesB) each issued and outstanding share of common stock, collectivelypar value $0.01 per share, the “Company Preferred Stock”, and each, a “Company Preferred Share”, and the Company Preferred Shares collectively with the Company Common Shares, the “Company Shares”) of Merger Subsidiary 2 issued and outstanding immediately prior to the Second Effective Time shall be converted into remain outstanding as one fully paid and nonassessable share of common stock, par value $0.01 per share, of the right to receive the Preferred Stock Consideration and shall be canceled and cease to exist, and each holder of a certificate theretofore representing any Company Preferred Shares or non-certificated Company Preferred Shares represented by book-entry shall cease to have any rights with respect thereto, except the right to receive the Preferred Stock Consideration upon surrender of such certificates or book-entry sharesSurviving Corporation.

Effect on Capital Stock. At the Effective Time, Time by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company or the holders of any of the following securitiesholder thereof: (a) The limited liability company interests Each share of Merger Sub Company Common Stock issued and outstanding immediately prior to the Effective TimeTime (other than shares of Company Common Stock owned by Parent or Merger Sub, all or any direct or indirect wholly-owned Subsidiary of Parent or Merger Sub (“Parent-Owned Stock”)), together with the rights issued pursuant to the Rights Agreement (which rights shall not be entitled to any consideration therefor) shall be held converted into, subject to the terms and conditions of this Agreement, the right to receive cash in an amount equal to the Offer Price, without interest thereon (the “Merger Consideration”), subject to reduction only for any back-up withholding or other Taxes required by Parent, shall remain outstanding as limited liability company interests of the Surviving Entity, all of which shall continue Applicable Law to be held withheld by Parentthe Company or Merger Sub on behalf of such holder. (b) As a result of the Merger and without any action on the part of the holders thereof, at the Effective Time, all shares of Company Common Stock (other than shares referred to in Sections 2.6(c) and (e)) shall cease to be outstanding and shall be canceled 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 (a “Certificate”) shall thereafter cease to have any rights with respect to such shares of Company Common Stock, except the right to receive the Merger Consideration all in accordance with Section 2.8. (c) Each share of Parent-Owned Stock at the Effective Time shall, by virtue of the Merger, cease to be outstanding and shall be canceled and no Merger Consideration or other consideration shall be delivered in exchange therefor. (d) Each share of common stock, par value $0.01 per share, of the Company (such shares, collectively, the “Company Common Stock”, and each, a “Company Common Share”) Merger Sub 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(d)) Time, shall be converted into the right to receive an amount of Parent Common Stock equal to the product of and become one Company Common Share multiplied by the Common Exchange Ratio (which Common Exchange Ratio is subject to adjustment as set forth in Section 1.8) (the “Common Stock Consideration” validly issued, fully paid and together with the Preferred Stock Consideration, the “Merger Consideration”). (c) All Company Common Shares (other than Company Common Shares to be canceled pursuant to Section 1.6(d)) shall be canceled and shall cease to exist, and each holder of a certificate theretofore representing any Company Common Shares (each, a “Certificate”) or non-certificated Company Common Shares represented by book-entry (“Book-Entry Shares”) shall cease to have any rights with respect theretoassessable share of common stock, except par value $0.0025 per share, of the right to receive (i) the Common Stock Consideration upon surrender Surviving Corporation. The stock certificates evidencing ownership of such Certificates or Book-Entry Shares in accordance with Section 2.1(c), without interest (subject to any applicable withholding Tax specified in Section 2.2); and (ii) any dividends and other distributions in accordance with Section 2.1(g). (d) Each Company Common Share owned by Parent or shares of common stock of Merger Sub, or owned by any direct or indirect Subsidiary Sub shall thereafter evidence ownership of any such Person, in each case immediately prior to the Effective Time, shall automatically be canceled and retired and cease to exist as shares of common stock of the Effective Time and no consideration shall be paid in exchange thereforSurviving Corporation. (e) Each share of 6.125% Series C Cumulative Redeemable Preferred Stock, par value $0.01 per share, of the Company (such shares, collectively, the “Company Preferred Stock”, and each, a “Company Preferred Share”, and the Company Preferred Shares collectively with the Company Common Shares, the “Company Shares”) issued and outstanding immediately If prior to the Effective Time shall the Company should (after obtaining the consent required by Section 5.1) split, combine or otherwise reclassify the Company Common Stock, or pay a stock dividend or other stock distribution in Company Common Stock, or otherwise change the Company Common Stock into any other securities, or make any other such stock dividend or distribution in capital stock of the Company in respect of the Company Common Stock, then any number or amount contained herein which is based upon the price or the number of shares of Company Common Stock, will be converted into the right appropriately adjusted to receive the Preferred Stock Consideration and shall be canceled and cease to existreflect such split, and each holder of a certificate theretofore representing any Company Preferred Shares combination, dividend, reclassification or non-certificated Company Preferred Shares represented by book-entry shall cease to have any rights with respect thereto, except the right to receive the Preferred Stock Consideration upon surrender of such certificates other distribution or book-entry shareschange.

Effect on Capital Stock. At the Effective Time, Time by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company holder or the holders of any of the following securitiesthereof: (a) The limited liability company interests of Merger Sub issued and outstanding immediately prior to the Effective Time, all of which shall be held by Parent, shall remain outstanding as limited liability company interests of the Surviving Entity, all of which shall continue to be held by Parent. (b) Each share of common stock, par value $0.01 per share, of the Company (such shares, collectively, the “Company Common Stock”, and each, a “Company Common Share”) Stock issued and outstanding immediately prior to the Effective Time (other than any shares of Company Common Stock to owned or held by Parent, Merger Sub, the Company, or any direct or indirect wholly owned Subsidiary of Parent or the Company, all of which shall be canceled pursuant to as provided in Section 1.6(d)1.8(c) hereof, and other than any Dissenting Shares) shall be converted into the right to receive an amount the number of fully paid and nonassessable shares of Parent Common Stock equal to the quotient of (x) the product of one (A) the number of shares of Parent Common Stock outstanding, on a fully diluted basis, as of the Closing and (B) two, divided by (y) the number of shares of Company Common Share multiplied by Stock outstanding as of the Common Exchange Ratio (which Common Exchange Ratio is subject to adjustment as set forth in Section 1.8) Closing (the “Common Stock Consideration” and together Exchange Ratio”), subject to Section 2.4 hereof with the Preferred Stock Consideration, respect to fractional shares (the “Merger Consideration”). (cb) All shares of Company Common Shares Stock (other than Company Common Shares shares referred to in Section 1.8(c) and (e) hereof) shall cease to be canceled pursuant to Section 1.6(d)) outstanding and shall be canceled and retired and shall cease to exist, and each holder of a certificate theretofore representing which immediately prior to the Effective Time represented any such shares of Company Common Shares Stock (each, a “Certificate”) or non-certificated Company Common Shares represented by book-entry (“Book-Entry Shares”) shall thereafter cease to have any rights with respect theretoto such shares of Company Common Stock, except the right to receive (i) the Common Stock applicable Merger Consideration and any dividends or other distributions to which holders become entitled, all in accordance with Article II, upon the surrender of such Certificates Certificate. (c) Each share of Company Common Stock issued and owned or Book-Entry Shares held by Parent, Merger Sub, the Company or any direct or indirect wholly owned Subsidiary of Parent or the Company at the Effective Time shall, by virtue of the Merger, cease to be outstanding and shall be canceled and retired and no Merger Consideration or other consideration shall be delivered in accordance with Section 2.1(c), without interest (subject to any applicable withholding Tax specified in Section 2.2); and (ii) any dividends and other distributions in accordance with Section 2.1(g)exchange therefor. (d) Each Company Common Share owned by Parent or Merger Sub, or owned by any direct or indirect Subsidiary of any such Person, in each case immediately prior to the Effective Time, shall automatically be canceled and retired and cease to exist as of the Effective Time and no consideration shall be paid in exchange therefor. (e) Each share of 6.125% Series C Cumulative Redeemable Preferred Stock, par value $0.01 per share, common stock of the Company (such shares, collectively, the “Company Preferred Stock”, and each, a “Company Preferred Share”, and the Company Preferred Shares collectively with the Company Common Shares, the “Company Shares”) Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into one share of common stock of the Surviving Company. (e) Notwithstanding anything in this Agreement to the contrary, shares of Company Common Stock that are issued and outstanding immediately prior to the Effective Time and that are owned by stockholders that have properly perfected their rights of appraisal within the meaning of Section 262 of the DGCL (the “Dissenting Shares”) shall not be converted into the right to receive the Preferred Merger Consideration, unless and until such stockholders shall have failed to perfect or shall have effectively withdrawn or lost any available right of appraisal under applicable law, but, instead, the holders thereof shall be entitled to payment of the appraised value of such Dissenting Shares in accordance with Section 262 of the DGCL. If any such holder shall have failed to perfect or shall have effectively withdrawn or lost such right of appraisal, the shares of Company Common Stock Consideration held by such stockholder shall not be deemed Dissenting Shares for purposes of this Agreement and shall thereupon be canceled and cease to exist, and each holder of a certificate theretofore representing any Company Preferred Shares or non-certificated Company Preferred Shares represented by book-entry shall cease deemed to have been converted into the Merger Consideration at the Effective Time in accordance with Section 1.8(a) hereof. (f) If prior to the Effective Time, Parent or the Company, as the case may be, should split, combine or otherwise reclassify the Parent Common Stock or the Company Common Stock, or pay a stock dividend or other stock distribution in Parent Common Stock or Company Common Stock, as applicable, or otherwise change the Parent Common Stock or Company Common Stock into any rights with other securities, or make any other such stock dividend or distribution in capital stock (or securities convertible into or exchangeable for capital stock) of Parent or the Company in respect theretoof the Parent Common Stock or the Company Common Stock, except respectively, then the right Exchange Ratio and any other number or amount contained herein which is based upon the number of shares of Company Common Stock or Parent Common Stock, as the case may be, will be appropriately adjusted to receive the Preferred Stock Consideration upon surrender of reflect such certificates split, combination, dividend or book-entry sharesother distribution or change.

Effect on Capital Stock. At Notwithstanding any other provision in ------------------------- this Agreement, SILVA BAY shall issue no more than 2,500,000 shares of its common ▇▇▇ck to the Spectrum Stockholders. As of the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company or the holders holder of any shares of the following securitiesoutstanding capital of the Spectrum or SSS: (a) The limited liability company interests of Merger Sub Each issued and outstanding immediately prior to the Effective Time, all share of which common stock of SSS shall be held by Parent, shall remain outstanding as limited liability company interests converted into and become one fully paid and nonassessable share of common stock of the Surviving Entity, all of which shall continue to be held by ParentCorporation. (b) Each share of Spectrum's common stockstock ("SPECTRUMCOMMONSTOCK") that ------------------- is held in the treasury of Spectrum or by any wholly owned subsidiary of Spectrum shall automatically be canceled and returned and shall cease to exist and no consideration shall be delivered in exchange therefor. (c) Each share of Spectrum Common Stock that is owned by SILVA BAY, par value $0.01 per share, SSS or any other subsidiary of the Company (such shares, collectively, the “Company Common Stock”SILVA BAY shall automatical▇▇ ▇▇ canceled and retired and shall cea▇▇ ▇o exist, and eachno consideration shall be delivered in exchange therefor. (d) Subject to Section2.07(h) hereof, a “Company each 600 shares of Spectrum -------------- Common Share”) Stock issued and outstanding immediately prior to the Effective Time (other than any shares of Company Spectrum Common Stock to be canceled pursuant to Section 1.6(d)in accordance with Sections2.07(b) and 2.07(c) hereof) shall be --------------- ------- canceled and extinguished and converted into the right to receive an amount one million two hundred fifty thousand (1,250,000) shares of Parent SILVA BAY common stock ("SILVA ----- BAY COMMON"). As of the Effective Time, all such shares of Spectrum Common Stock equal to the product of one Company Common Share multiplied by the Common Exchange Ratio (which Common Exchange Ratio is subject to adjustment as set forth in Section 1.8) (the “Common Stock Consideration” ---------- shall no longer be outstanding and together with the Preferred Stock Consideration, the “Merger Consideration”). (c) All Company Common Shares (other than Company Common Shares to shall automatically be canceled pursuant to Section 1.6(d)) shall be canceled and retired and shall cease to exist, and each holder of a certificate theretofore representing any Company such shares of Spectrum Common Shares (each, a “Certificate”) or non-certificated Company Common Shares represented by book-entry (“Book-Entry Shares”) Stock shall cease to have any rights with respect thereto, except the right to receive (i) the Common Stock Consideration upon surrender of such Certificates or Book-Entry Shares in accordance with Section 2.1(c), without interest (subject to any applicable withholding Tax specified in Section 2.2); and (ii) any dividends and other distributions in accordance with Section 2.1(g). (d) Each Company Common Share owned by Parent or Merger Sub, or owned by any direct or indirect Subsidiary of any such Person, in each case immediately prior to the Effective Time, shall automatically be canceled and retired and cease to exist as of the Effective Time and no consideration shall be paid in exchange therefor. (e) Each share of 6.125% Series C Cumulative Redeemable Preferred StockThis left intentionally blank. (f) This left intentionally blank. (g) This left intentionally blank. (h) Notwithstanding anything in this Agreement to the contrary, par value $0.01 per share, of the Company (such shares, collectively, the “Company Preferred Stock”, and each, a “Company Preferred Share”, and the Company Preferred Shares collectively with the Company Common Shares, the “Company Shares”) any issued and outstanding immediately prior shares held by a person (a "DISSENTING STOCKHOLDER") who ---------------------- objects to the Effective Time Merger and complies with all the relavant provisions of Florida Law concerning the right of holders of Spectrum Capital Stock to dissent from the Merger and require appraisal of their Shares ("DISSENTING SHARES") shall not ----------------- be converted into the right to receive the Preferred Stock Consideration and shall be canceled and cease to exist, and each holder of a certificate theretofore representing any Company Preferred Shares or non-certificated Company Preferred Shares represented by book-entry shall cease to have any rights with respect thereto, except the right to receive the Preferred Stock Consideration upon surrender of such certificates or book-entry shares.as described in Section2.07

Effect on Capital Stock. (a) At the Effective Time, by virtue of the Merger and without any action on the part of Parentthe holders thereof, Merger Suball shares of common stock, par value $0.001 per share, of the Company or (the holders of any of the following securities: (a"Company Common Stock") The limited liability company interests of Merger Sub issued and outstanding immediately prior to the Effective Time shall be cancelled, and in consideration therefore, the holders of Company Common Stock shall be entitled to receive in the aggregate the following consideration (the "Merger Consideration"): (i) 3,100,000 shares (the "Parent Shares") of common stock, par value $0.01 per share, of Parent (the "Parent Common Stock"), subject to the hold-back described in Section 1.7 below; (ii) $6,100,000 cash (the "Cash Consideration"), subject to the hold-back described in Section 1.7 below (the hold-back amounts described in subsection (i) above and this subsection (ii) are sometimes collectively referred to herein as the "Potential Adjustment Amounts"); and (iii) cash in lieu of fractional shares of Parent Common Stock as provided in Section 2.5 below. The Merger Consideration shall be allocated among the holders of Company Common Stock pro rata based on the number of shares of Company Common Stock held by a holder as of the Effective Time as compared to the total number of shares of Company Common Stock issued and outstanding as of the Effective Time. (b) All shares of Parent Common Stock issued as Merger Consideration shall be validly issued, fully paid and non-assessable. Subject to the terms and conditions of this Agreement, Parent shall take such action as shall be necessary to issue the shares of Parent Common Stock to be received as Merger Consideration and cause them to be registered on its share register in the names of the holders of Company Common Stock submitting Certificates (as defined in Section 1.6(c)) in exchange therefore in accordance with the terms hereof. (c) As a result of the Merger and without any action on the part of the holders thereof, at the Effective Time, all shares of which Company Common Stock shall cease to be outstanding and shall be canceled and retired and shall cease to exist, and each holder (other than Parent, Sub and the Company ) of a certificate which, immediately prior to the Effective Time, represented any such shares of Company Common Stock (a "Certificate") shall thereafter cease to have any rights with respect to such shares of Company Common Stock, except the right to receive the applicable Merger Consideration in accordance with Article II upon the surrender of such Certificate. (d) Each share of Company Common Stock issued and owned or held by Parent, shall remain outstanding as limited liability company interests Sub or the Company at the Effective Time shall, by virtue of the Surviving EntityMerger, all of which shall continue cease to be held by Parentoutstanding and shall be canceled and retired and no shares of Parent Common Stock or other consideration shall be delivered in exchange therefore. (be) Each share of common stock, par value $0.01 per share, of the Company Sub (such shares, collectively, the “Company "Sub Common Stock”, and each, a “Company Common Share”) 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(d)) shall be converted into the right to receive an amount of Parent Common Stock equal to the product of one Company Common Share multiplied by the Common Exchange Ratio (which Common Exchange Ratio is subject to adjustment as set forth in Section 1.8) (the “Common Stock Consideration” and together with the Preferred Stock Consideration, the “Merger Consideration”). (c) All Company Common Shares (other than Company Common Shares to be canceled pursuant to Section 1.6(d)) shall be canceled and shall cease to exist, and each holder of a certificate theretofore representing any Company Common Shares (each, a “Certificate”) or non-certificated Company Common Shares represented by book-entry (“Book-Entry Shares”) shall cease to have any rights with respect thereto, except the right to receive (i) the Common Stock Consideration upon surrender of such Certificates or Book-Entry Shares in accordance with Section 2.1(c), without interest (subject to any applicable withholding Tax specified in Section 2.2); and (ii) any dividends and other distributions in accordance with Section 2.1(g). (d) Each Company Common Share owned by Parent or Merger Sub, or owned by any direct or indirect Subsidiary of any such Person, in each case immediately prior to the Effective Time, shall automatically be canceled and retired and cease to exist as of the Effective Time and no consideration shall be paid in exchange therefor. (e) Each share of 6.125% Series C Cumulative Redeemable Preferred Stock, par value $0.01 per share, of the Company (such shares, collectively, the “Company Preferred Stock”, and each, a “Company Preferred Share”, and the Company Preferred Shares collectively with the Company Common Shares, the “Company Shares”") issued and outstanding immediately prior to the Effective Time shall be converted into and shall become one validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation ("Surviving Corporation Common Stock") as of the Effective Time, and the Surviving Corporation shall become a wholly-owned subsidiary of Parent. (f) At the Effective Time, each outstanding option to purchase, right to receive or other equity grant whose value is derived from Company Common Stock (a "Company Stock Option") issued pursuant to the Preferred (i) Amended and Restated 1996 Stock Consideration Option Plan of the Company, and (ii) the 1999 Employee Stock Purchase Plan (collectively, the "Company Stock Plans"), whether vested or unvested, shall be canceled deemed to be cancelled and cease to exist, and each holder of a certificate theretofore representing any Company Preferred Shares no further force or non-certificated Company Preferred Shares represented by book-entry shall cease to have any rights with respect thereto, except the right to receive the Preferred Stock Consideration upon surrender of such certificates or book-entry shareseffect.

Effect on Capital Stock. (a) At the First Effective Time, by virtue of the First Merger and without any action on the part of Parent, Merger SubSubs, the Company or the holders of any of the following securities: (ai) The limited liability company interests of Merger Sub the Shares issued and outstanding as of immediately prior to the First Effective Time shall thereupon be automatically cancelled and extinguished and converted into a right to receive (A) at Closing, the Closing Stock Consideration and the Cash Consideration in accordance with Section 3.3(b) and (B) after Closing, the proceeds, if any, owed to the Stockholder pursuant to Section 3.4(c), Section 3.4(d) and Schedule SC attached hereto. As of the Effective Time, all Shares will no longer be outstanding and shall automatically be cancelled and retired and will cease to exist, and each holder of: (i) a certificate formerly representing any Shares; or (ii) any book-entry shares which immediately prior to the First Effective Time represented Shares will cease to have any rights with respect thereto, except the right of which shall be held by Parent, shall remain outstanding as limited liability company interests of Stockholder to receive the Surviving Entity, all of which shall continue to be held by Parentconsideration described above. (bii) Each share of common stock, par value $0.01 per share, of the Company (such shares, collectively, the “Company Common Stock”, and each, a “Company Common Share”) Merger Sub I issued and outstanding immediately prior to the First Effective Time (other than any shares of Company Common Stock to be canceled pursuant to Section 1.6(d)) shall be converted into the right to receive an amount of Parent Common Stock equal to the product of and become one Company Common Share multiplied by the Common Exchange Ratio (which Common Exchange Ratio is subject to adjustment as set forth in Section 1.8) (the “Common Stock Consideration” validly issued, fully paid and together with the Preferred Stock Consideration, the “Merger Consideration”). (c) All Company Common Shares (other than Company Common Shares to be canceled pursuant to Section 1.6(d)) shall be canceled and shall cease to exist, and each holder of a certificate theretofore representing any Company Common Shares (each, a “Certificate”) or non-certificated Company Common Shares represented by book-entry (“Book-Entry Shares”) shall cease to have any rights with respect thereto, except the right to receive (i) the Common Stock Consideration upon surrender of such Certificates or Book-Entry Shares in accordance with Section 2.1(c), without interest (subject to any applicable withholding Tax specified in Section 2.2); and (ii) any dividends and other distributions in accordance with Section 2.1(g). (d) Each Company Common Share owned by Parent or Merger Sub, or owned by any direct or indirect Subsidiary of any such Person, in each case immediately prior to the Effective Time, shall automatically be canceled and retired and cease to exist as of the Effective Time and no consideration shall be paid in exchange therefor. (e) Each nonassessable share of 6.125% Series C Cumulative Redeemable Preferred Stockcommon stock, par value $0.01 per share, of the Company Surviving Corporation, which shall constitute one hundred percent (such shares100%) of the outstanding equity of the Surviving Corporation immediately following the First Effective Time. (b) At the Effective Time, collectivelyby virtue of the Second Merger and without any further action on the part of Parent, Merger Subs, the “Surviving Corporation, the Company Preferred Stock”or the holders of any securities: (i) each share of common stock of the Surviving Corporation issued and outstanding immediately prior to the Effective Time shall thereupon be automatically cancelled and retired and cease to exist, and each, a “Company Preferred Share”, and the Company Preferred Shares collectively with the Company Common Shares, the “Company Shares”no consideration shall be delivered in exchange therefor; and (ii) each limited liability company interest in Merger Sub II issued and outstanding immediately prior to the Effective Time shall be converted into unaffected and remain outstanding as an identical company interest in the right to receive the Preferred Stock Consideration Surviving Company and shall be canceled and cease to exist, and each holder collectively constitute one hundred percent (100%) of a certificate theretofore representing any Company Preferred Shares or non-certificated Company Preferred Shares represented by book-entry shall cease to have any rights with respect thereto, except the right to receive outstanding equity of the Preferred Stock Consideration upon surrender of such certificates or book-entry sharesSurviving Company.

Effect on Capital Stock. (a) At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company or the holders of any of the following securities: (a) The limited liability company interests of Merger Sub issued and outstanding immediately prior subject to the Effective Timeother provisions of this Article 1 and Section 2.1, all of which shall be held by Parent, shall remain outstanding as limited liability company interests of the Surviving Entity, all of which shall continue to be held by Parent. (b) Each each share of common stock, par value $0.01 per share, of the Company (such shares, collectively, the “Company Common Stock”, and each, a “Company Common Share”) Stock issued and outstanding immediately prior to the Effective Time (other than shares of Company Common Stock held directly or indirectly by Parent or the Company or any of their respective Subsidiaries and except for any Dissenting Shares and any shares of Company Common Stock constituting Company Stock Awards (as defined in Section 1.8(b) granted pursuant to be canceled the Company Option Plans which are converted pursuant to Section 1.6(d)1.8(b) shall hereof) shall, by virtue of this Agreement and without any action on the part of the holder thereof, be converted into and exchangeable for the right to receive an amount of Parent Common Stock equal to the product of one Company Common Share multiplied by the Common Exchange Ratio following consideration (which Common Exchange Ratio is subject to adjustment as set forth in Section 1.8) (the “Common Stock Consideration” and together with the Preferred Stock Consideration, the “Merger Consideration”): the combination of (x) $9.00 (the “Per Share Cash Consideration”) and (y) 1.65 shares of validly issued, fully paid and non-assessable shares of Parent Common Stock (the “Per Share Stock Consideration” or the “Exchange Ratio”), subject to adjustment in accordance with Section 1.7(c). (cb) All of the shares of Company Common Shares (other than Company Common Shares to be canceled Stock converted into the Merger Consideration pursuant to Section 1.6(d)) this Article 1 shall no longer be canceled outstanding and shall automatically be cancelled and shall cease to exist, and each holder of a certificate theretofore representing any Company Common Shares (each, each a “Certificate”) or non-certificated previously representing any such shares of Company Common Shares represented by book-entry (“Book-Entry Shares”) Stock shall thereafter cease to have any rights with respect theretoto such securities, except the right to receive (i) the Common Stock Consideration upon surrender of such Certificates or Book-Entry Shares in accordance with Section 2.1(c)Merger Consideration, without interest (subject to any applicable withholding Tax specified in Section 2.2); and (ii) any dividends and other distributions in accordance with Section 2.1(g2.1(c), and (iii) any cash to be paid in lieu of any fractional share of Parent Common Stock in accordance with Section 2.1(e). (c) If, between the date of this Agreement and the Effective Time, the shares of Parent Common Stock shall be changed or proposed to be changed into a different number or class of shares by reason of the occurrence of or record date with respect to any reclassification, recapitalization, split-up, combination, exchange of shares or similar readjustment, in any such case within such period, or a stock dividend thereon shall be declared with a record date within such period, appropriate adjustments shall be made to the Per Share Stock Consideration. (d) Each Company Common Share owned by Parent or Merger Sub, or owned by any direct or indirect Subsidiary of any such Person, in each case immediately prior to At the Effective Time, all shares of Company Common Stock that are owned directly or indirectly by Parent or the Company or any of their respective Subsidiaries shall automatically be canceled cancelled and retired and shall cease to exist as of the Effective Time and no stock of Parent, cash or other consideration shall be paid delivered in exchange therefor. (e) Each share . All shares of 6.125% Series C Cumulative Redeemable Preferred Stock, par value $0.01 per share, of Parent Common Stock that are owned by the Company (such shares, collectively, the “Company Preferred Stock”, and each, a “Company Preferred Share”, and the Company Preferred Shares collectively with the Company Common Shares, the “Company Shares”) issued and outstanding immediately prior to the Effective Time or any of its Subsidiaries shall be converted into the right to receive the Preferred Stock Consideration and shall be canceled and cease to exist, and each holder become authorized unissued stock of a certificate theretofore representing any Company Preferred Shares or non-certificated Company Preferred Shares represented by book-entry shall cease to have any rights with respect thereto, except the right to receive the Preferred Stock Consideration upon surrender of such certificates or book-entry sharesParent.

Effect on Capital Stock. (a) At the Effective Time, by virtue of the Merger and without any further action on the part of Parent, Merger Sub, the Company or the holders any holder of any of the following securities: (ai) The limited liability company interests subject to Section 2.01(c), each share of Company Common Stock that is issued and outstanding immediately prior to the Effective Time (other than Dissenting Shares and shares to be canceled in accordance with Section 2.01(a)(ii) ) shall be converted into the right to receive the Offer Price net to the seller in cash, without interest (the “ Merger Consideration ”), subject to any withholding of Tax pursuant to Section 2.02(b) or Section 2.02(g); (ii) each share of Company Common Stock that immediately prior to the Effective Time is owned by Parent, Merger Sub, the Company (as treasury stock or otherwise) or any of their respective Subsidiaries shall be canceled without any consideration being exchanged therefor; and (iii) each share of common stock, par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time, all of which Time shall be held by Parentconverted into and become one validly issued, shall remain outstanding as limited liability company interests of the Surviving Entity, all of which shall continue to be held by Parent. (b) Each fully paid and nonassessable share of common stock, par value $0.01 per share, of the Company Surviving Entity. (such shares, collectively, b) All of the “Company Common Stock”, and each, a “Company Common Share”) 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(d)) shall be converted into the right to receive an amount of Parent Common Stock equal to the product of one Company Common Share multiplied by the Common Exchange Ratio (which Common Exchange Ratio is subject to adjustment as set forth in Section 1.8) (the “Common Stock Consideration” and together with the Preferred Stock Consideration, the “Merger Consideration”). (c) All Company Common Shares (other than Company Common Shares to be canceled Consideration pursuant to Section 1.6(d)) this Article II shall no longer be outstanding, and shall automatically be canceled and shall cease to exist, as of the Effective Time, and each holder of a certificate theretofore representing any Company Common Shares (each, a ““ Certificate”) or non-certificated Company Common Shares represented by book-book- entry share (“each, a “ Book-Entry SharesShare ”) shall cease to have previously representing any rights with respect thereto, except the right to receive (i) the such shares of Company Common Stock Consideration upon surrender of such Certificates or Book-Entry Shares in accordance with Section 2.1(c), without interest (subject to any applicable withholding Tax specified in Section 2.2); and (ii) any dividends and other distributions in accordance with Section 2.1(g). (d) Each Company Common Share owned by Parent or Merger Sub, or owned by any direct or indirect Subsidiary of any such Person, in each case immediately prior to the Effective Time, shall automatically be canceled and retired and cease to exist as of the Effective Time and no consideration shall be paid in exchange therefor. (e) Each share of 6.125% Series C Cumulative Redeemable Preferred Stock, par value $0.01 per share, of the Company (such shares, collectively, the “Company Preferred Stock”, and each, a “Company Preferred Share”, and the Company Preferred Shares collectively with the Company Common Shares, the “Company Shares”) issued and outstanding immediately prior to the Effective Time shall be converted into thereafter represent only the right to receive the Preferred Merger Consideration into which the shares of Company Common Stock represented by such Certificate or Book-Entry Share shall have been converted pursuant to this Section 2.01. (c) If, between the date of this Agreement and the Effective Time, the outstanding shares of Company Common Stock shall have been increased, decreased, changed into or exchanged for a different number or kind of shares or securities as a result of a reorganization, recapitalization, reclassification, stock dividend, stock split, reverse stock split or other similar change in capitalization, the Merger Consideration and shall be canceled appropriately and cease proportionately adjusted to existreflect such reorganization, and each holder of a certificate theretofore representing any Company Preferred Shares recapitalization, reclassification, stock dividend, stock split, reverse stock split or non-certificated Company Preferred Shares represented by book-entry shall cease to have any rights with respect thereto, except the right to receive the Preferred Stock Consideration upon surrender of such certificates or book-entry sharesother similar change in capitalization.

Effect on Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of Parentthe Company, Merger Sub, the Company Sub or the holders of any securities of the following securitiesCompany or Merger Sub: (a) The limited liability company interests of Merger Sub Subject to Sections 3.1(b) and 3.1(d), each issued and outstanding immediately prior to the Effective Time, all of which shall be held by Parent, shall remain outstanding as limited liability company interests of the Surviving Entity, all of which shall continue to be held by Parent. (b) Each share of common stock, without par value $0.01 per sharevalue, of the Company (such shares, collectively, the “Company Common Stock”, and each, a “Company Common Share”) issued and outstanding immediately prior to the Effective Time (each such share, a “Share”), other than any shares of Company Common Stock to be canceled pursuant to Section 1.6(d)) Cancelled Shares, shall thereupon be converted automatically into and shall thereafter represent the right to receive an amount of Parent Common Stock equal to the product of one Company Common Share multiplied by the Common Exchange Ratio (which Common Exchange Ratio is subject to adjustment as set forth in Section 1.8) 0.9300 (the “Exchange Ratio”) fully paid and nonassessable shares of common stock, without par value (“Parent Common Stock Consideration” and together with the Preferred Stock ConsiderationStock”), of Parent (the “Merger Consideration”). (c) All Company Common Shares (other than Company Common Shares to be canceled pursuant to Section 1.6(d)) shall be canceled and shall cease to exist. As a result of the Merger, and each holder of a certificate theretofore representing any Company Common Shares (each, a “Certificate”) or non-certificated Company Common Shares represented by book-entry (“Book-Entry Shares”) shall cease to have any rights with respect thereto, except the right to receive (i) the Common Stock Consideration upon surrender of such Certificates or Book-Entry Shares in accordance with Section 2.1(c), without interest (subject to any applicable withholding Tax specified in Section 2.2); and (ii) any dividends and other distributions in accordance with Section 2.1(g). (d) Each Company Common Share owned by Parent or Merger Sub, or owned by any direct or indirect Subsidiary of any such Person, in each case immediately prior to at the Effective Time, shall automatically be canceled and retired and cease to exist as of the Effective Time and no consideration shall be paid in exchange therefor. (e) Each share of 6.125% Series C Cumulative Redeemable Preferred Stock, par value $0.01 per share, of the Company (such shares, collectively, the “Company Preferred Stock”, and each, a “Company Preferred Share”, and the Company Preferred Shares collectively with the Company Common Shares, the “Company Shares”) issued and outstanding immediately prior to the Effective Time shall be converted into the right to receive the Preferred Stock Consideration and shall be canceled and cease to exist, and each holder of a certificate theretofore representing any Company Preferred Shares or non-certificated Company Preferred Shares represented by book-entry shall cease to have any rights with respect thereto, except the right to receive the Preferred Merger Consideration payable in respect of such Shares which are issued and outstanding immediately prior to the Effective Time, any cash in lieu of fractional shares of Parent Common Stock Consideration payable pursuant to Section 3.1(d) and any dividends or other distributions payable pursuant to Section 3.4(c), all to be issued or paid, without interest, in consideration therefor upon the surrender of such Shares in accordance with Section 3.4(b). (b) Each Share that is owned by Parent, Merger Sub or the Company (or any wholly-owned Subsidiary of Parent or the Company) immediately prior to the Effective Time (the “Cancelled Shares”) shall, by virtue of the Merger and without any action on the part of the holder thereof, be cancelled and retired and shall cease to exist, and no consideration shall be delivered in exchange for such cancellation and retirement. (c) At the Effective Time, by virtue of the Merger and without any action on the part of the holder thereof, each share of common stock, par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation and shall constitute the only outstanding shares of capital stock of the Surviving Corporation. From and after the Effective Time, all certificates representing the common stock of Merger Sub shall be deemed for all purposes to represent the number of shares of common stock of the Surviving Corporation into which they were converted in accordance with the immediately preceding sentence. (d) No certificates or book-entry scrip representing fractional shares of Parent Common Stock shall be issued upon the conversion of Shares pursuant to Section 3.1, and such fractional share interests shall not entitle the owner thereof to vote or to any rights of a holder of Parent Common Stock. For purposes of this Section 3.1(d), all fractional shares to which a single record holder would be entitled shall be aggregated and calculations shall be rounded to three decimal places. In lieu of any such fractional shares, each holder of Shares who would otherwise be entitled to such fractional shares shall be entitled to an amount in cash, without interest, rounded down to the nearest cent, equal to the product of (i) the amount of the fractional share interest in a share of Parent Common Stock to which such holder is entitled under Section 3.1 (or would be entitled but for this Section 3.1(d)) and (ii) an amount equal to the average of the closing sale prices of Parent Common Stock on the New York Stock Exchange or successor to the New York Stock Exchange (the “NYSE”) as reported in the Wall Street Journal for each of the ten (10) consecutive trading days ending with the second complete trading day prior to the Closing Date (not counting the Closing Date). (e) If at any time during the period between the date of this Agreement and the Effective Time, any change in the outstanding shares of capital stock of the Company or Parent shall occur as a result of any reclassification, stock split (including a reverse stock split) or combination, exchange or readjustment of shares, or any stock dividend or stock distribution with a record date during such period, the Exchange Ratio, the Merger Consideration and any other similarly dependent items shall be equitably adjusted; provided, however, that nothing in this Section 3.1(e) shall be deemed to permit or authorize any party hereto to effect any such change that it is not otherwise authorized or permitted to undertake pursuant to this Agreement.

Effect on Capital Stock. (a) At the Effective Time, by virtue of the Merger and without any further action on the part of Parent, Merger Sub, the Company or any holder of capital stock thereof: (i) each share of common stock, $0.01 par value, of the Company (the “Company Common Stock”) held immediately prior to the Effective Time directly by Parent or Merger Sub or by the Company (collectively, the “Excluded Shares”), shall be canceled and retired and shall cease to exist, and no consideration shall be delivered in exchange therefor; and (ii) subject to Section 1.6(b) and Section 1.6(c), each share of Company Common Stock issued and outstanding (other than Excluded Shares) immediately prior to the Effective Time shall be converted into the right to receive from Parent 1.0425 fully paid and nonassessable shares of common stock, $0.625 par value, of Parent (the “Parent Common Stock”). The number of shares of Parent Common Stock into which each share of Company Common Stock shall be converted, as specified in Section 1.6(a)(ii) (as such number may be adjusted in accordance with Section 1.6(b)), is referred to as the “Exchange Ratio.” The aggregate number of shares of Parent Common Stock issuable pursuant to Section 1.6(a)(ii), together with any cash to be paid in lieu of any fractional shares of Parent Common Stock in accordance with Section 1.6(c), is referred to as the “Merger Consideration.” (b) Without limiting the Company’s obligations under Section 4.1, including Section 4.1(b)(i), if, during the period between the date of this Agreement and the Effective Time, any change in the outstanding shares of Company Common Stock or Parent Common Stock shall occur as a result of any reclassification, recapitalization, stock split (including reverse stock split), merger, combination, exchange or readjustment of shares, subdivision or other similar transaction, or any stock dividend thereon with a record date during such period, then the Exchange Ratio and any other amounts payable pursuant to this Agreement shall be appropriately adjusted to eliminate the effect of such event on the Exchange Ratio or any such other amounts payable pursuant to this Agreement. (c) No fractional shares of Parent Common Stock shall be issued in connection with the Merger, and no certificates or scrip for any such fractional shares shall be issued, and such fractional share interests shall not entitle the owner thereof to vote or to any rights as a holder of Parent Common Stock. Any holder of Company Common Stock who would otherwise be entitled to receive a fraction of a share of Parent Common Stock pursuant to the Merger (after taking into account all shares of Company Common Stock held immediately prior to the Effective Time by such holder) shall, in lieu of such fraction of a share and upon surrender of such holder’s Company Stock Certificate(s) or Book-Entry Common Shares, be paid in cash the dollar amount specified by Section 1.8(f). (d) At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company or the holders any holder of any capital stock thereof, each share of the following securities: (a) The limited liability company interests capital stock of Merger Sub issued and outstanding immediately prior to the Effective Time, all of which Time shall be held by Parentconverted into and become one (1) validly issued, shall remain outstanding as limited liability company interests of the Surviving Entity, all of which shall continue to be held by Parent. (b) Each fully paid and nonassessable share of common stock, par value $0.01 per share, of the Company (such shares, collectively, Surviving Corporation and shall constitute the “Company Common Stock”, and each, a “Company Common Share”) issued and only outstanding shares of capital stock of the Surviving Corporation immediately prior to following the Effective Time (other than any shares of Company Common Stock to be canceled pursuant to Section 1.6(d)) shall be converted into the right to receive an amount of Parent Common Stock equal to the product of one Company Common Share multiplied by the Common Exchange Ratio (which Common Exchange Ratio is subject to adjustment as set forth in Section 1.8) (the “Common Stock Consideration” Time. From and together with the Preferred Stock Consideration, the “Merger Consideration”). (c) All Company Common Shares (other than Company Common Shares to be canceled pursuant to Section 1.6(d)) shall be canceled and shall cease to exist, and each holder of a certificate theretofore representing any Company Common Shares (each, a “Certificate”) or non-certificated Company Common Shares represented by book-entry (“Book-Entry Shares”) shall cease to have any rights with respect thereto, except the right to receive (i) the Common Stock Consideration upon surrender of such Certificates or Book-Entry Shares in accordance with Section 2.1(c), without interest (subject to any applicable withholding Tax specified in Section 2.2); and (ii) any dividends and other distributions in accordance with Section 2.1(g). (d) Each Company Common Share owned by Parent or Merger Sub, or owned by any direct or indirect Subsidiary of any such Person, in each case immediately prior to after the Effective Time, all certificates representing the common stock of Merger Sub shall automatically be canceled and retired and cease deemed for all purposes to exist as represent the number of shares of common stock of the Effective Time and no consideration shall be paid Surviving Corporation into which they were converted in exchange therefor. (e) Each share of 6.125% Series C Cumulative Redeemable Preferred Stock, par value $0.01 per share, of the Company (such shares, collectively, the “Company Preferred Stock”, and each, a “Company Preferred Share”, and the Company Preferred Shares collectively accordance with the Company Common Shares, the “Company Shares”) issued and outstanding immediately prior to the Effective Time shall be converted into the right to receive the Preferred Stock Consideration and shall be canceled and cease to exist, and each holder of a certificate theretofore representing any Company Preferred Shares or non-certificated Company Preferred Shares represented by book-entry shall cease to have any rights with respect thereto, except the right to receive the Preferred Stock Consideration upon surrender of such certificates or book-entry sharespreceding sentence.

Effect on Capital Stock. At the Effective Time, by virtue of the Acquisition Merger and without any action on the part of ParentTD, Merger SubBanknorth Delaware, the Company Berlin Mergerco or the holders of any of the following securities: (a) The limited liability company interests of Merger Sub issued and outstanding immediately prior Subject to the Effective TimeSection 2.9(g), all of which shall be held by Parent, shall remain outstanding as limited liability company interests of the Surviving Entity, all of which shall continue to be held by Parent. (b) Each each share of common stock, par value $0.01 per share, of the Company (such shares, collectively, the “Company Banknorth Delaware Common Stock”, and each, a “Company Common Share”) Stock issued and outstanding immediately prior to the Effective Time after giving effect to the Migratory Merger (other than any shares of Company Banknorth Delaware Common Stock to be canceled pursuant to Section 1.6(d2.8(c)) shall be converted into the following (together, the “Merger Consideration”): (i) the right to receive an amount (x) 0.2351 (the “TD Exchange Ratio”) fully paid and nonassessable common shares, without par value, of Parent TD (“TD Common Shares”) (the “TD Stock Consideration”) and (y) $12.24 in cash (the “Cash Consideration” and, together with the TD Stock Consideration, the “TD Consideration”); and (ii) the right to receive 0.49 fully paid and non-assessable shares of Banknorth Delaware Common Stock (the “Banknorth Delaware Consideration”). (b) All of the shares of common stock, par value $.01 per share, of Berlin Mergerco (the “Berlin Mergerco Common Stock”), collectively, issued and outstanding immediately prior to the Effective Time shall be converted into (i) the number of shares of Banknorth Delaware Common Stock equal to the product of one Company (x) the number of shares of Banknorth Delaware Common Share Stock issued and outstanding immediately prior the Effective Time, after giving effect to the Migratory Merger, multiplied by the Common Exchange Ratio (which Common Exchange Ratio is subject to adjustment as set forth in Section 1.8y) (the “Common Stock Consideration” and together with the Preferred Stock Consideration, the “Merger Consideration”). (c) All Company Common Shares (other than Company Common Shares to be canceled pursuant to Section 1.6(d)) shall be canceled and shall cease to exist, and each holder of a certificate theretofore representing any Company Common Shares (each, a “Certificate”) or non-certificated Company Common Shares represented by book-entry (“Book-Entry Shares”) shall cease to have any rights with respect thereto, except the right to receive (i) the Common Stock Consideration upon surrender of such Certificates or Book-Entry Shares in accordance with Section 2.1(c), without interest (subject to any applicable withholding Tax specified in Section 2.2); 0.51 and (ii) any dividends and other distributions in accordance with Section 2.1(g). (d) Each Company Common Share owned by Parent or Merger Sub, or owned by any direct or indirect Subsidiary of any such Person, in each case immediately prior to the Effective Time, shall automatically be canceled and retired and cease to exist as of the Effective Time and no consideration shall be paid in exchange therefor. (e) Each one share of 6.125% Series C Cumulative Redeemable Preferred Class B Common Stock, par value $0.01 per share, of the Company (such shares, collectively, the “Company Preferred Class B Common Stock”). (c) Each share of Banknorth Delaware Common Stock owned by Banknorth Delaware or TD (other than, and eachin each case, a “Company Preferred Share”shares in trust accounts, managed accounts and the Company Preferred Shares collectively with like for the Company Common Sharesbenefit of customers or shares held in satisfaction of a debt previously contracted), the “Company Shares”) issued and outstanding in each case immediately prior to the Effective Time Time, shall be converted into the right to receive the Preferred Stock Consideration cancelled and retired and shall be canceled and cease to exist, without payment of any consideration therefor, and each holder no Merger Consideration or other consideration shall be delivered in exchange therefor. (d) If at any time between the date of this Agreement and the Effective Time, TD shall pay a certificate theretofore representing any Company Preferred dividend in, subdivide, combine into a smaller number of shares or issue by reclassification of its shares, the TD Common Shares, the TD Exchange Ratio shall be multiplied by a fraction, the numerator of which shall be the number of TD Common Shares or non-certificated Company Preferred Shares represented by book-entry outstanding immediately after, and the denominator of which shall cease to have any rights with respect thereto, except be the right to receive the Preferred Stock Consideration upon surrender number of such certificates or book-entry sharesshares outstanding immediately before, the occurrence of such event, and the resulting product shall from and after the date of such event be the TD Exchange Ratio, subject to further adjustment in accordance with this sentence. (e) The parties agree that promptly following the date hereof they will explore in good faith the possible alternative of allocating the Merger Consideration on a per shareholder basis rather than the per share basis currently set forth in Section 2.8(a).

Effect on Capital Stock. (a) At the Effective Time, by virtue of the Merger and without any action on the part of Parentthe holder thereof, Merger Subeach share of common stock, the Company or the holders of any of the following securities: (a) The limited liability company interests no par value per share, of Merger Sub issued and outstanding immediately prior to the Effective Time, all of which shall be held by Parentconverted into one validly issued, shall remain outstanding as limited liability company interests of the Surviving Entity, all of which shall continue to be held by Parent. (b) Each fully paid and non-assessable share of common stock, par value $0.01 0.001 per share, of the Surviving Corporation. (b) At the Effective Time, by virtue of the Merger and without any action on the part of the holder thereof, each share of common stock, par value $0.001 per share, of the Company (such shares, collectively, the “Company Common Stock”, and each, a “Company Common Share”) issued and outstanding immediately prior to the Effective Time (other than including any Company Restricted Stock which has become vested and converted into unrestricted Company Common Stock pursuant to Section 1.9(b), but excluding any shares of Company Common Stock to owned directly or indirectly by Parent or held directly or indirectly by the Company, all of which shall be canceled pursuant to as provided in Section 1.6(d1.8(d)) ), shall be converted into the right to receive an amount 0.08288 (such fraction of a share of Parent Common Stock equal as the same may be adjusted in accordance with Section 1.10 is referred to the product of one Company Common Share multiplied by the Common Exchange Ratio (which Common Exchange Ratio is subject to adjustment as set forth in Section 1.8) (the “Exchange Ratio”) validly issued, fully paid and non-assessable shares of Parent Common Stock Consideration” and together with the Preferred Stock Consideration, (the “Merger Consideration”). (c) All As a result of the Merger and without any action on the part of the holders thereof, at the Effective Time, all shares of outstanding Company Common Shares (other than Company Common Shares Stock shall cease to be canceled pursuant to Section 1.6(d)) outstanding and shall be canceled and retired and shall cease to exist, and each holder of a certificate theretofore representing or certificates which immediately prior to the Effective Time represented any such shares of Company Common Shares Stock (each, a the “CertificateCertificates”) or non-certificated Company Common Shares represented by book-entry shares which immediately prior to the Effective Time represented shares of Company Common Stock (the “Book-Entry Shares”) shall thereafter cease to have any rights with respect thereto, except the right to receive (i) the such shares of Company Common Stock Consideration upon surrender of such Certificates except as provided herein or Book-Entry Shares in accordance with Section 2.1(c), without interest (subject to any applicable withholding Tax specified in Section 2.2); and (ii) any dividends and other distributions in accordance with Section 2.1(g)by Law. (d) Each share of Company Common Share Stock owned by Parent Parent, Merger Sub or Merger Sub, any of their Subsidiaries or owned held by the Company or any direct or indirect Subsidiary of its Subsidiaries (including any such Person, shares held in each case immediately prior to the treasury of the Company) at the Effective TimeTime shall, by virtue of the Merger, cease to be outstanding and shall automatically be canceled and retired and cease to exist as no stock of the Effective Time and no Parent or other consideration shall be paid delivered in exchange therefor. (e) Each share of 6.125% Series C Cumulative Redeemable Preferred Stock, par value $0.01 per share, of the Company (such shares, collectively, the “Company Preferred Stock”, and each, a “Company Preferred Share”, and the Company Preferred Shares collectively with the Company Common Shares, the “Company Shares”) issued and outstanding immediately prior to the Effective Time shall be converted into the right to receive the Preferred Stock Consideration and shall be canceled and cease to exist, and each holder of a certificate theretofore representing any Company Preferred Shares or non-certificated Company Preferred Shares represented by book-entry shall cease to have any rights with respect thereto, except the right to receive the Preferred Stock Consideration upon surrender of such certificates or book-entry shares.

Effect on Capital Stock. At the Effective Time, by virtue of the Merger and without any further action on the part of ParentTCBX, Merger Sub, the Company Keystone or the holders any holder of any record of the following securities: (a) The limited liability company interests Each share of Merger Sub common stock, par value $1.00 per share, of TCBX (“TCBX Common Stock”), non-voting common stock, par value $1.00 per share, of TCBX (“TCBX Non-Voting Common Stock”), Series A Convertible Non-Cumulative Preferred Stock, par value $1.00 per share, of TCBX (“Series A Preferred Stock”), and Series B Convertible Perpetual Preferred Stock, par value $1.00 per share, of TCBX (“Series B Preferred Stock”), issued and outstanding immediately prior to the Effective Time, all of which shall be held by Parent, shall remain issued and outstanding as limited liability company interests of and shall not be affected by the Surviving Entity, all of which shall continue to be held by ParentMerger. (b) Each share of common stock, par value $0.01 1.00 per share, of the Company Keystone (such shares, collectively, the “Company Common Keystone Stock”, and each, a “Company Common Share”) issued and outstanding immediately prior to the Effective Time (other than any shares of Company Common Stock Time, except for the Cancelled Shares and Dissenting Shares, shall cease to be canceled pursuant to Section 1.6(d)) outstanding and shall automatically be converted into and become the right to receive an amount of Parent Common receive, without interest, the Stock equal to Consideration; provided, however, that in accordance with, and subject to, the product of one Company Common Share multiplied by the Common Exchange Ratio (which Common Exchange Ratio is subject to adjustment as terms, conditions and procedures set forth in this Agreement (including the proration procedures in Section 1.81.14), the holder of each share of Keystone Stock shall be entitled to elect to receive, without interest, the Cash Election Consideration (such election, a “Cash Election”) in lieu of the Stock Consideration in exchange for each of such holder’s shares of Keystone Stock (such per share amount, whether it be in the form of Stock Consideration or Cash Election Consideration, the “Common Stock Per Share Merger Consideration,” and together with in the Preferred aggregate for all holders of Keystone Stock Considerationentitled to receive the Per Share Merger Consideration under the terms of this Agreement, the “Merger Consideration”). (c) All Company Common Shares (other than Company Common Shares At the Effective Time, each share of Keystone Stock converted into the right to be canceled receive the Per Share Merger Consideration pursuant to this Section 1.6(d)) 1.05 shall no longer be canceled outstanding and shall automatically be cancelled and cease to exist, and each holder of a certificate theretofore representing that immediately prior to the Effective Time represented any Company Common Shares (each, a “Certificate”) or non-certificated Company Common Shares represented by book-entry (“Book-Entry Shares”) such shares of Keystone Stock shall thereafter cease to have any rights with respect theretoto such shares of Keystone Stock, except the right to receive (i) the Common Stock Per Share Merger Consideration upon surrender of for such Certificates or Book-Entry Shares in accordance with Section 2.1(c), without interest (subject to any applicable withholding Tax specified in Section 2.2); and (ii) any dividends and other distributions in accordance with Section 2.1(g)shares. (d) Each Company Common Share Any shares of Keystone Stock that are owned by Parent or Merger Sub, or owned by any direct or indirect Subsidiary of any such Person, in each case immediately prior to the Effective TimeTime by Keystone, TCBX or their respective Subsidiaries (other than (i) shares of Keystone Stock held, directly or indirectly, in trust accounts, managed accounts and the like or otherwise held in a fiduciary capacity that are beneficially owned by third parties and (ii) shares of Keystone Stock held in respect of a debt previously contracted) shall automatically be canceled and retired and cease to exist as of extinguished without any conversion thereof or consideration therefor (the Effective Time and no consideration shall be paid in exchange therefor“Cancelled Shares”). (e) No certificates representing a fractional share of TCBX Common Stock shall be issued by TCBX. In lieu of any fractional share, each holder of Keystone Stock entitled to a fractional share, upon surrender of such shares of Keystone Stock, shall be entitled to receive from TCBX an amount in cash (without interest), payable in accordance with Section 1.07, rounded to the nearest cent, determined by multiplying the fractional share by the TCBX Closing VWAP. (f) Notwithstanding anything to the contrary herein, if, between the date hereof and the Effective Time, the outstanding shares of TCBX Common Stock increase, decrease, change into or are exchanged for a different number or kind of shares or securities as a result of a reorganization, recapitalization, reclassification, stock dividend, stock split, reverse stock split, or other similar change in capitalization (a “Share Adjustment”), then the Exchange Ratio shall be appropriately and proportionately adjusted so that each holder of Keystone Stock shall be entitled to receive the Merger Consideration in such proportion as it would have received if the record date for such Share Adjustment had been immediately after the Effective Time. (g) Each share of 6.125% Series C Cumulative Redeemable Preferred Stockcommon stock, par value $0.01 1.00 per share, of the Company (such shares, collectively, the “Company Preferred Stock”, and each, a “Company Preferred Share”, and the Company Preferred Shares collectively with the Company Common Shares, the “Company Shares”) Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted automatically into the right to receive the Preferred Stock Consideration and shall be canceled become one newly issued, fully paid and cease to exist, and each holder of a certificate theretofore representing any Company Preferred Shares or non-certificated Company Preferred Shares represented by book-entry shall cease to have any rights with respect thereto, except assessable share of common stock of the right to receive the Preferred Stock Consideration upon surrender of such certificates or book-entry sharesSurviving Corporation.

Effect on Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company or the holders holder of any shares of the following securities: (a) The limited liability company interests of Merger Sub issued and outstanding immediately prior to the Effective Time, all of which shall be held by Parent, shall remain outstanding as limited liability company interests of the Surviving Entity, all of which shall continue to be held by Parent. (b) Each share of Company’s common stock, par value $0.01 per share, of the Company share (such shares, collectively, the “Company Common Stock”), or of any shares of capital stock of Parent or Merger Sub: (a) Each issued and outstanding share of capital stock of Merger Sub shall be converted into and become one validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation; (b) Each share of Company Common Stock that is directly owned by the Company or Parent immediately prior to the Effective Time shall automatically be canceled and shall cease to exist, and eachno consideration shall be delivered in exchange therefor; provided that, a “for the avoidance of doubt, no shares of Company Common Share”Stock that are owned by a direct or indirect wholly-owned Subsidiary of the Company shall be canceled pursuant to this Section 2.01(b); and (c) Each share of 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 in accordance with Section 1.6(d2.01(b), any Dissenting Shares and any shares that are owned by a direct or indirect wholly-owned Subsidiary of the Company, which shall remain outstanding) shall be converted into the right to receive an amount of Parent Common Stock equal to the product of one Company Common Share multiplied by the Common Exchange Ratio $28.00 in cash, without interest (which Common Exchange Ratio is subject to adjustment as set forth in Section 1.8) (the “Common Stock Consideration” and together with the Preferred Stock Consideration, the “Merger Consideration”). (c) All , payable to the holder thereof upon surrender of such share in the manner provided in Section 2.04. At the Effective Time, all such shares of Company Common Shares (other than Company Common Shares to Stock shall no longer be canceled pursuant to Section 1.6(d)) outstanding and shall automatically be canceled and shall cease to exist, and each holder of a certificate theretofore representing which immediately prior to the Effective Time represented any such shares of Company Common Shares Stock (each, a “Certificate”) or non-certificated Company Common Shares represented by book-entry (“Book-Entry Shares”) shall cease to have any rights with respect thereto, except the right to receive (i) the Common Stock Merger Consideration to be paid in consideration therefor upon surrender of such Certificates or Book-Entry Shares Certificate in accordance with Section 2.1(c2.04(b), without interest (subject to any applicable withholding Tax specified in Section 2.2); and (ii) any dividends and other distributions in accordance with Section 2.1(g). (d) Each Company Common Share owned by Parent or Merger Sub, or owned by any direct or indirect Subsidiary . The right of any such Person, in each case immediately prior to the Effective Time, shall automatically be canceled and retired and cease to exist as holder of the Effective Time and no consideration shall be paid in exchange therefor. (e) Each share of 6.125% Series C Cumulative Redeemable Preferred Stock, par value $0.01 per share, of the Company (such shares, collectively, the “Company Preferred Stock”, and each, a “Company Preferred Share”, and the Company Preferred Shares collectively with the Company Common Shares, the “Company Shares”) issued and outstanding immediately prior to the Effective Time shall be converted into the right Certificate to receive the Preferred Stock Merger Consideration and shall be canceled subject to and cease reduced by the amount of withholding (if any) that is required to exist, and each holder of a certificate theretofore representing any Company Preferred Shares or non-certificated Company Preferred Shares represented by book-entry shall cease to have any rights with respect thereto, except the right to receive the Preferred Stock Consideration upon surrender of such certificates or book-entry sharesbe made under applicable Tax Law.

Effect on Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger SubPurchaser, the Company or the holders of any shares of capital stock of the following securitiesCompany: (a) The limited liability company interests Each share of Merger Sub common stock, par value $0.01 per share, of Purchaser issued and outstanding immediately prior to the Effective Time, all of which Time shall be held by Parentconverted into and become one validly issued, shall remain outstanding as limited liability company interests fully paid, and nonassessable share of common stock, par value $0.01 per share, of the Surviving Entity, all of which shall continue to be held by ParentCorporation. (b) Each share of common stock, par value $0.01 per shareshare (the “Common Stock”), of the Company (such shares, collectively, the “Company Common Stock”, and each, each a “Company Common Share”) that is held in the treasury of the Company and each Share issued and outstanding immediately prior to the Effective Time that is owned by the Company or by Parent, Purchaser, or any other wholly-owned Subsidiary of Parent or the Company (other than Shares in trust accounts, managed accounts, custodial accounts, and the like that are beneficially owned by third parties) shall automatically be cancelled and shall cease to exist, and no cash or other consideration shall be delivered or be deliverable in exchange therefor. (c) At the Effective Time, each Share issued and outstanding immediately prior to the Effective Time (other than any shares of Company Common Stock Shares to be canceled pursuant to cancelled in accordance with Section 1.6(d)2.1(b) and any Dissenting Shares) shall be converted into the right to receive an amount of Parent Common Stock equal to the product of one Company Common Share multiplied by the Common Exchange Ratio $43.50 in cash (which Common Exchange Ratio is subject to adjustment as set forth in Section 1.8) (the “Common Stock Consideration” and together with the Preferred Stock Consideration, the “Merger Consideration”). , payable to the holder thereof, without any interest thereon, less any required withholding taxes, upon surrender and exchange of a Certificate (c) defined below). All Company Common Shares (other than Company Common Shares to be canceled pursuant to Section 1.6(d)) that have been so converted shall be canceled cancelled automatically and shall cease to exist, and each holder the holders of a certificate theretofore representing any Company Common Shares (each, a “Certificate”) or non-certificated Company Common Shares represented by book-entry (“Book-Entry Shares”) Certificates shall cease to have any rights with respect thereto, to the Shares formerly evidenced thereby except for the right to receive (i) the Common Stock Merger Consideration upon surrender of such Certificates or Book-Entry Shares in accordance with Section 2.1(cthe terms of this Agreement, and until surrendered to the Paying Agent as set forth below, each Certificate shall represent for all purposes with respect to each Share formerly evidenced thereby only such right to receive the Merger Consideration (without interest). Notwithstanding the foregoing, without interest (subject if, between the date of this Agreement and the Effective Time, the outstanding Shares 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, then the Merger Consideration shall be correspondingly adjusted to any applicable withholding Tax specified in Section 2.2); and (ii) any dividends and other distributions in accordance with Section 2.1(g)reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination, or exchange of Shares. (d) Each Company Common Share owned by Parent or Merger Sub, or owned by Notwithstanding any direct or indirect Subsidiary provision of any such Person, in each case immediately prior this Agreement to the Effective Timecontrary, shall automatically be canceled if and retired and cease to exist as of the Effective Time and no consideration shall be paid in exchange therefor. (e) Each share of 6.125% Series C Cumulative Redeemable Preferred Stockextent required by the DGCL, par value $0.01 per share, of the Company (such shares, collectively, the “Company Preferred Stock”, and each, a “Company Preferred Share”, and the Company Preferred Shares collectively with the Company Common Shares, the “Company Shares”) that are issued and outstanding immediately prior to the Effective Time and that are held by holders of such Shares who have properly exercised appraisal rights with respect thereto (the “Dissenting Shares”) in accordance with Section 262 of the DGCL, shall not be converted into the right to receive the Preferred Stock Merger Consideration and shall and, at the Effective Time be canceled cancelled and cease to exist, and each holders of Dissenting Shares shall be entitled only to receive payment of the appraised value of such Dissenting Shares in accordance with the provisions of Section 262 of the DGCL unless and until such holders fail to perfect or effectively withdraw or otherwise lose their rights to appraisal and payment under the DGCL. If, after the Effective Time, any such holder of a certificate theretofore representing any Company Preferred fails to perfect or effectively withdraws or loses such right, such Dissenting Shares or non-certificated Company Preferred Shares represented by book-entry shall cease thereupon be treated as if they had been converted into, and to have any rights with respect theretobecome exchangeable for, except at the Effective Time, the right to receive the Preferred Stock Consideration upon surrender Merger Consideration, without any interest thereon. Notwithstanding anything to the contrary contained in this Section 2.1(d), if the Merger is not consummated then the right of any stockholder to be paid the fair value of such certificates stockholder’s Dissenting Shares pursuant to Section 262 of the DGCL shall cease. The Company will give Parent (x) notice of any demands received by the Company for appraisals and (y) the opportunity to participate in and direct all negotiations and proceedings with respect to such notices and demands. The Company shall not, except with the prior written consent of Parent, make any payment with respect to any demands for appraisals or book-entry sharescompromise, or offer to settle or settle any such demands.

Effect on Capital Stock. At the Effective Timetime, by virtue of the Merger Merger, and without any action on the part of Parent, Lux Sub, Merger Sub, the Company or the holders of any of the following securities: (a) The limited liability company interests of Merger Sub issued and outstanding immediately prior to the Effective Time, all of which shall be held by Parent, shall remain outstanding as limited liability company interests of the Surviving Entity, all of which shall continue to be held by Parent. (b) Each each share of common stock, $.01 par value $0.01 per share, of the Company (such shares, collectively, the “"Company Common Stock”, and each, a “Company Common Share”") issued and outstanding immediately prior to before the Effective Time (other than any shares excluding those held in the treasury of Company Common Stock and those owned by any wholly owned subsidiary of Company) and all rights in respect thereof, shall, forthwith cease to be canceled pursuant to Section 1.6(d)) shall exist and be converted into the right to receive an amount $7.00 in cash (the "Merger Consideration"); and all such shares of Parent Company Common Stock equal to the product of one Company Common Share multiplied by the Common Exchange Ratio (which Common Exchange Ratio is subject to adjustment as set forth in Section 1.8) (the “Common Stock Consideration” shall no longer be outstanding and together with the Preferred Stock Consideration, the “Merger Consideration”). (c) All Company Common Shares (other than Company Common Shares to shall automatically be canceled pursuant to Section 1.6(d)) shall be canceled and retired and shall cease to exist, and each holder of a certificate theretofore representing any such shares of Company Common Shares (each, a “Certificate”) or non-certificated Company Common Shares represented by book-entry (“Book-Entry Shares”) shall cease to have any rights with respect thereto, except the right to receive (i) the Common Stock Consideration upon surrender of such Certificates or Book-Entry Shares in accordance with Section 2.1(c), without interest (subject to any applicable withholding Tax specified in Section 2.2); and (ii) any dividends and other distributions in accordance with Section 2.1(g). (d) Each Company Common Share owned by Parent or Merger Sub, or owned by any direct or indirect Subsidiary of any such Person, in each case immediately prior to the Effective Time, shall automatically be canceled and retired and cease to exist as of the Effective Time and no consideration shall be paid in exchange therefor. (e) Each share of 6.125% Series C Cumulative Redeemable Preferred Stock, par value $0.01 per share, of the Company (such shares, collectively, the “Company Preferred Stock”, and each, a “Company Preferred Share”, and the Company Preferred Shares collectively with the Company Common Shares, the “Company Shares”) issued and outstanding immediately prior to the Effective Time shall be converted into the right to receive the Preferred Stock Consideration and shall be canceled and cease to exist, and each holder of a certificate theretofore representing any Company Preferred Shares or non-certificated Company Preferred Shares represented by book-entry shall cease to have any rights with respect thereto, except the right to receive the Preferred Merger Consideration, without interest; (b) each share of Company Common Stock Consideration upon surrender held in the treasury of Company immediately prior to the Effective Time shall be canceled and retired and shall cease to exist, and no consideration shall be delivered in exchange therefor, and each share of Company Common Stock owned by any subsidiary of either Company or Parent (other than Merger Sub) shall be converted into and become one fully paid and nonassessable share of common stock of the Surviving Corporation; (c) each issued and outstanding share of capital stock of Merger Sub shall be converted into and become one fully paid and nonassessable share of common stock of the Surviving Corporation; and (d) from and after the Effective Time, each outstanding certificate theretofore representing shares of Merger Sub common stock shall be deemed for all purposes to evidence ownership of and to represent the number of shares of Surviving Corporation common stock into which such certificates or book-entry sharesshares of Merger Sub common stock shall have been converted.

Effect on Capital Stock. At the Effective Time, Time by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company or the holders of any of the following securitiesholder thereof: (a) The limited liability company interests of Merger Sub issued and outstanding immediately prior to the Effective Time, all of which shall be held by Parent, shall remain outstanding as limited liability company interests of the Surviving Entity, all of which shall continue to be held by Parent. (b) Each share of common stock, par value $0.01 per share, of the Company (such shares, collectively, the “Company Common Stock”, and each, a “Company Common Share”) 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(d)) shall be converted into the right to receive an amount of Parent Common Stock equal to the product of one Company Common Share multiplied by the Common Exchange Ratio (which Common Exchange Ratio is subject to adjustment as set forth in Section 1.8) (the “Common Stock Consideration” and together with the Preferred Stock Consideration, the “Merger Consideration”). (c) All Company Common Shares (other than Company Common Shares to be canceled pursuant to Section 1.6(d)) shall be canceled and shall cease to exist, and each holder of a certificate theretofore representing any Company Common Shares (each, a “Certificate”) or non-certificated Company Common Shares represented by book-entry (“Book-Entry Shares”) shall cease to have any rights with respect thereto, except the right to receive (i) the Common Stock Consideration upon surrender of such Certificates or Book-Entry Shares in accordance with Section 2.1(c), without interest (subject to any applicable withholding Tax specified in Section 2.2); and (ii) any dividends and other distributions in accordance with Section 2.1(g). (d) Each Company Common Share owned by Parent or Merger Sub, or owned by any direct or indirect Subsidiary of any such Person, in each case immediately prior to the Effective Time, shall automatically be canceled and retired and cease to exist as of the Effective Time and no consideration shall be paid in exchange therefor. (e) Each share of 6.125% Series C Cumulative Redeemable Preferred Stock, par value $0.01 per share, of the Company (such shares, collectively, the “Company Preferred Stock”, and each, a “Company Preferred Share”, and the Company Preferred Shares collectively with the Company Common Shares, the “Company Shares”) issued and outstanding immediately prior to the Effective Time shall be converted into the right to receive 0.998 (the Preferred “Exchange Ratio”) fully paid and nonassessable shares of Parent Common Stock, subject to Section 2.5 with respect to fractional shares (the “Merger Consideration”), other than any shares of Company Common Stock Consideration that are owned by, or held in the treasury of, the Company. (b) All shares of Company Common Stock shall cease to be outstanding and shall be canceled and retired and shall cease to exist, and each holder of a certificate theretofore representing any Company Preferred Shares (or non-certificated Company Preferred Shares represented by evidence of shares in book-entry form) which immediately prior to the Effective Time represented any such shares of Company Common Stock (a “Certificate”) shall thereafter cease to have any rights with respect theretoto such shares of Company Common Stock, except the right to receive the Preferred applicable Merger Consideration, including the amount of cash, if any, payable in lieu of fractional shares of Company Common Stock Consideration pursuant to Section 2.5 and any dividends or other distributions to which holders become entitled all in accordance with Article II upon the surrender of such certificates Certificate. (c) Each share of common stock, par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into one share of common stock, par value $0.01 per share, of the Surviving Company. (d) If prior to the Effective Time, Parent or book-entry sharesthe Company, as the case may be, should split, combine or otherwise reclassify the Parent Common Stock or the Company Common Stock, or pay a stock dividend or other stock distribution in Parent Common Stock or Company Common Stock, as applicable, or otherwise change the Parent Common Stock or Company Common Stock into any other securities, or make any other such stock dividend or distribution in capital stock of Parent or the Company in respect of the Parent Common Stock or the Company Common Stock, respectively, then any number or amount contained herein which is based upon the price of the Parent Common Stock or the number of shares of Company Common Stock or Parent Common Stock, as the case may be, will be appropriately adjusted to reflect such split, combination, dividend or other distribution or change to provide to Parent and the holders of Company Common Stock the same economic effect as contemplated by this Agreement prior to such event.

Effect on Capital Stock. At the Effective Time, by virtue of the Merger Merger, and without any action on the part of Parent, Merger Sub, the Company or the holders of any of the following securitiesholder thereof: (a) The limited liability company interests of Merger Sub subject to Section 2.1(e), each Share issued and outstanding immediately prior to the Effective Time, all of which shall be held by Parenttogether with the associated Company Rights (as hereinafter defined), shall remain outstanding as limited liability company interests of the Surviving Entity, all of which shall continue to be held by Parent. (b) Each share of common stock, par value $0.01 per share, of the Company (such shares, collectively, the “Company Common Stock”, and each, a “Company Common Share”) 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(d)) shall be converted into the right to receive an amount of Parent Common Stock in cash, without interest, equal to $2.65 (the product "Merger Consideration") in the manner provided in Section 2.2 hereof; except that with respect to each Share of one Company Common Share Preferred Stock issued and outstanding immediately prior to the Effective Time the Merger Consideration shall be equal to $2.65 multiplied by the Common Exchange Ratio (which Common Exchange Ratio is subject to adjustment as set forth in Section 1.8) (the “number of shares of Company Common Stock Consideration” and together with the into which such Share of Preferred Stock Consideration, the “Merger Consideration”).may be converted; (cb) All each share of Company Common Shares (other than Company Common Shares to be canceled pursuant to Section 1.6(d)) shall be canceled Stock issued and shall cease to exist, and each holder of a certificate theretofore representing any Company Common Shares (each, a “Certificate”) held in the Company's treasury or non-certificated Company Common Shares represented by book-entry (“Book-Entry Shares”) shall cease to have any rights with respect thereto, except the right to receive (i) the Common Stock Consideration upon surrender of such Certificates or Book-Entry Shares in accordance with Section 2.1(c), without interest (subject to any applicable withholding Tax specified in Section 2.2); and (ii) any dividends and other distributions in accordance with Section 2.1(g). (d) Each Company Common Share owned by Parent or Merger Sub, or owned held by any direct or indirect Subsidiary of any such Person, in each case the Company immediately prior to the Effective Time, together with the associated Company Rights, shall, by virtue of the Merger, cease to be outstanding and shall automatically be canceled cancelled and retired and cease without payment of any consideration therefor; (c) each share of Company Common Stock held by any member of the Acquisition Group immediately prior to exist as of the Effective Time and no consideration shall be paid in exchange therefor.remain outstanding; (ed) Each each share of 6.125% Series C Cumulative Redeemable Preferred Stockcommon stock, par value $0.01 .01 per share, of the Company Merger Sub (such shares, collectively, the “Company Preferred "Merger Sub Common Stock”, and each, a “Company Preferred Share”, and the Company Preferred Shares collectively with the Company Common Shares, the “Company Shares”") issued and outstanding immediately prior to the Effective Time shall be converted into and become one fully paid and nonassessable share of common stock of the Surviving Corporation; and (e) notwithstanding anything in this Agreement to the contrary, to the extent provided by the DGCL, Concord will not make any payment of Merger Consideration with respect to Company Common Stock or Preferred Stock held by any person (a "Dissenting Stockholder") who elects to demand appraisal of such Dissenting Stockholder's shares and duly and timely complies with all the provisions of the DGCL concerning the right of holders of Company Common Stock or Preferred Stock to require appraisal of their shares ("Dissenting Shares"), but such Dissenting Stockholders shall have the right to receive such consideration as may be determined to be due such Dissenting Stockholders pursuant to the laws of the State of Delaware. If, after the Effective Time, a Dissenting Stockholder withdraws such Dissenting Stockholder's demand for appraisal or fails to perfect or otherwise loses such Dissenting Stockholder's right of appraisal, in any case pursuant to the DGCL, such Dissenting Stockholder's shares will be deemed to be converted as of the Effective Time into the right to receive the Preferred Stock Merger Consideration pursuant to Section 2.1(a). The Company will give Concord (i) prompt notice of any demands for appraisal of Dissenting Shares received by the Company and shall be canceled (ii) the opportunity to participate in and cease to exist, direct all negotiations and each holder of a certificate theretofore representing any Company Preferred Shares or non-certificated Company Preferred Shares represented by book-entry shall cease to have any rights proceedings with respect theretoto any such demands. The Company will not, except without the right prior written consent of Concord, make any payment with respect to, or enter into any negotiations or discussions or a binding settlement agreement or make an offer, written or oral, to receive the Preferred Stock Consideration upon surrender of settle, any such certificates or book-entry sharesdemands.

Effect on Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company or the holders of any Company Shares or any shares of the following securitiescapital stock of Merger Sub: (a) The limited liability company interests Each issued and outstanding share of capital stock of Merger Sub issued and outstanding immediately prior to the Effective Time, all of which shall be held by Parent, shall remain outstanding as limited liability company interests of the Surviving Entity, all of which shall continue to be held by Parent. (b) Each converted into and become one fully paid and nonassessable share of common stock, par value $0.01 0.10 per share, of the Company (such shares, collectively, the “Company Common Stock”, and each, a “Company Common Share”) 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(d)) shall be converted into the right to receive an amount of Parent Common Stock equal to the product of one Company Common Share multiplied by the Common Exchange Ratio (which Common Exchange Ratio is subject to adjustment as set forth in Section 1.8) (the “Common Stock Consideration” and together with the Preferred Stock Consideration, the “Merger Consideration”)Surviving Corporation. (cb) All Each Company Common Shares (Share that is owned by Parent, Merger Sub, any other than direct or indirect wholly owned Subsidiary of Parent or any Acquired Company Common Shares to shall no longer be canceled pursuant to Section 1.6(d)) outstanding and shall automatically be canceled cancelled and retired and shall cease to exist, and no shares of Parent common stock, par value $0.01 per share (“Parent Common Stock”), or other consideration shall be delivered or deliverable in exchange therefor. (i) Subject to Section 2.1(c)(ii), Section 2.1(d) and Section 2.2, each holder issued and outstanding Company Share (in each case, other than Appraisal Shares and Company Shares to be cancelled in accordance with Section 2.1(b)), which immediately prior to the Effective Time will be the only class of a capital stock of the Company then outstanding, shall be cancelled and extinguished and automatically converted into the right to receive the following consideration, without interest thereon and subject to any required withholding of Taxes, and such certificated Company Share and the certificate theretofore representing any that formerly represented such Company Common Shares Share (each, a “Certificate”) or such non-certificated Company Common Shares represented by Share in book-entry form (“Company Book-Entry Shares”) ), as the case may be, shall cease to have any rights with respect thereto, except thereafter represent only the right to receive (i) the Common Stock Consideration upon surrender of such Certificates or Book-Entry Shares in accordance with Section 2.1(c)following consideration, without interest (thereon and subject to any applicable required withholding Tax specified of Taxes (in Section 2.2); and (ii) any dividends and other distributions in accordance with Section 2.1(g).each case as applicable): (dA) Each Company Common Share owned by Parent with respect to which an election to receive a combination of stock and cash (a “Mixed Election”) has been effectively made and not revoked or Merger Sub, or owned by any direct or indirect Subsidiary of any such Person, in each case immediately prior lost pursuant to the Effective Time, shall automatically be canceled and retired and cease to exist as of the Effective Time and no consideration shall be paid in exchange therefor. Section 2.3 (e) Each share of 6.125% Series C Cumulative Redeemable Preferred Stock, par value $0.01 per share, of the Company (such shares, collectively, the “Company Preferred Stock”, and each, a “Company Preferred Mixed Consideration Electing Share”, ) and the each Non-Electing Company Preferred Shares collectively with the Company Common Shares, the “Company Shares”) issued and outstanding immediately prior to the Effective Time Share shall be converted into the right to receive the Preferred combination (which combination shall hereinafter be referred to as the “Mixed Consideration”) of (1) $51.60 in cash (the “Per Share Cash Amount”) and (2) 1.2019 of a share of validly issued, fully paid and non-assessable shares of Parent Common Stock Consideration (the “Mixed Election Stock Exchange Ratio”), subject to adjustment in accordance with Section 2.1(c)(ii). (B) Each Company Share with respect to which an election to receive only cash (a “Cash Election”) has been effectively made and not revoked or lost pursuant to Section 2.3 (each, a “Cash Electing Company Share”) shall be canceled and cease to exist, and each holder of a certificate theretofore representing any Company Preferred Shares converted (provided that the Available Cash Election Amount equals or non-certificated Company Preferred Shares represented by book-entry shall cease to have any rights with respect thereto, except the right to receive the Preferred Stock Consideration upon surrender of such certificates or book-entry shares.exceeds

Effect on Capital Stock. At the Effective Time, by virtue of the Merger and without any further action on the part of ParentTCB, HBI, Merger Sub, the Company Sub or the holders any holder of any record of the following securities: (a) The limited liability company interests of Merger Sub issued and outstanding immediately prior to the Effective Time, all of which shall be held by Parent, shall remain outstanding as limited liability company interests of the Surviving Entity, all of which shall continue to be held by Parent. (b) Each share of common stock, par value $0.01 1.00 per share, of TCB (“TCB Stock”), outstanding prior to the Company Effective Time shall remain one validly issued, fully paid and nonassessable share of TCB Stock after the Effective Time. (such sharesb) Except for the Cancelled Shares and Dissenting Shares, collectivelyeach share of common stock, par value $1.00 per share, of HBI (the “Company Common HBI Stock”, and each, a “Company Common Share”) that is issued and outstanding immediately prior to the Effective Time (other than any shares of Company Common “HBI Stock Outstanding”) (i) that is held by a Qualified Shareholder shall cease to be canceled pursuant to Section 1.6(d)) outstanding and shall automatically be converted into and become the right to receive an amount receive, without interest, a number of Parent shares of TCB Common Stock equal to the quotient obtained by dividing the Stock Consideration by the HBI Stock Outstanding (the “Exchange Ratio”), and (ii) that is held by a Non-Qualified Shareholder shall cease to be outstanding and shall automatically be converted into and become the right to receive, without interest, an amount in cash equal to the product of one Company Common Share $21.53 multiplied by the Common Exchange Ratio (which Common Exchange Ratio is subject to adjustment as set forth in Section 1.8) (the “Common Stock Cash Consideration” and together with the Preferred Stock Consideration, the “Merger Consideration”). (c) No certificates representing a fractional share shall be issued by TCB. In lieu of any fractional share, each holder of HBI Stock entitled to a fractional share, upon surrender of such shares of HBI Stock, shall be entitled to receive from TCB an amount in cash (without interest), payable in accordance with Section 1.06, rounded to the nearest cent, determined by multiplying the fractional share by $21.53. (d) All Company Common Shares (other than Company Common Shares shares of HBI Stock to be canceled converted into the right to receive the Merger Consideration pursuant to this Section 1.6(d)) 1.05 shall no longer be canceled outstanding and shall automatically be cancelled and cease to exist, and each holder of a certificate theretofore representing that immediately prior to the Effective Time represented any Company Common Shares (each, a “Certificate”) or non-certificated Company Common Shares represented by book-entry (“Book-Entry Shares”) such shares of HBI Stock shall thereafter cease to have any rights with respect theretoto such shares of HBI Stock, except the right to receive (i) the Common Stock Consideration upon surrender of such Certificates or Book-Entry Shares in accordance with Section 2.1(c), without interest (subject to any applicable withholding Tax specified in Section 2.2); and (ii) any dividends and other distributions in accordance with Section 2.1(g)Merger Consideration. (de) Each Company Common Share Any shares of HBI Stock that are owned by Parent or Merger Sub, or owned by any direct or indirect Subsidiary of any such Person, in each case immediately prior to the Effective TimeTime by HBI, TCB or their respective Subsidiaries (other than (i) shares of HBI Stock held, directly or indirectly, in trust accounts, managed accounts and the like or otherwise held in a fiduciary capacity that are beneficially owned by third parties, and (ii) shares of HBI Stock held in respect of a debt previously contracted) shall automatically be canceled and retired and cease to exist as of extinguished without any conversion thereof or consideration therefor (the Effective Time and no consideration shall be paid in exchange therefor“Cancelled Shares”). (ef) Each share of 6.125% Series C Cumulative Redeemable Preferred Stockcommon stock, par value $0.01 per shareshare (“Merger Sub Stock”), of the Company (such shares, collectively, the “Company Preferred Stock”, and each, a “Company Preferred Share”, and the Company Preferred Shares collectively with the Company Common Shares, the “Company Shares”) Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted automatically into and become one newly issued, fully paid and non-assessable share of common stock of the right Surviving Corporation. (g) If, prior to receive the Preferred Effective Time, the outstanding shares of TCB Stock Consideration and or HBI Stock shall have been increased, decreased, changed into or exchanged for a different number or kind of shares or securities as a result of a reorganization, recapitalization, reclassification, stock dividend, stock split, reverse stock split, or other similar change in capitalization, or there shall be canceled any extraordinary dividend or distribution, an appropriate and cease proportionate adjustment shall be made to exist, and each holder of a certificate theretofore representing any Company Preferred Shares or non-certificated Company Preferred Shares represented by book-entry shall cease to have any rights with respect thereto, except the right to receive the Preferred Stock Consideration upon surrender of such certificates or book-entry sharesExchange Ratio.

Effect on Capital Stock. At Subject to the provisions of this Agreement: (a) at the Effective Time, by virtue of the Merger and without any action on the part of Parentany Acquiror Stockholder, Merger Sub, the Company or the holders of any of the following securities: (ai) The limited liability company interests of Merger Sub issued and outstanding immediately prior to the Effective Time, all of which shall be held by Parent, shall remain outstanding as limited liability company interests of the Surviving Entity, all of which shall continue to be held by Parent. (b) Each each share of common stock, par value $0.01 per share, of the Company (such shares, collectively, the “Company Common Stock”, and each, a “Company Common Share”) Preferred Stock that is 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(dthe Dissenting Shares)) , shall thereupon be converted into the right to receive an amount receive, and the holder of Parent such share of Company Preferred Stock shall be entitled to receive, as applicable, the Per Share Preferred Stock Consideration as if the Merger were a Deemed Liquidation Event (as defined in the Company Certificate of Incorporation) and (ii) each share of Company Common Stock equal that is issued and outstanding immediately prior to the product Effective Time (other than the Dissenting Shares), shall thereupon be converted into the right to receive, and the holder of one such share of Company Common Stock shall be entitled to receive, the Per Share multiplied by the Common Exchange Ratio (which Common Exchange Ratio is subject to adjustment as set forth in Section 1.8) (the “Common Stock Consideration” and together with . Following the conversion of the shares of Company Preferred Stock Consideration, into the “Merger Consideration”). (c) All right to receive the applicable Per Share Preferred Stock Consideration and the conversion of the shares of the Company Common Shares (other than Stock into the right to receive the Per Share Common Stock Consideration pursuant to this Section 3.01(a), all of the shares of Company Preferred Stock and Company Common Shares to Stock so converted shall no longer be canceled pursuant to Section 1.6(d)) shall be canceled outstanding and shall cease to exist, and each holder of a certificate theretofore representing any Company Common Shares (each, a “Certificate”) or non-certificated Company Common Shares represented by book-entry (“Book-Entry Shares”) Stockholder shall thereafter cease to have any rights with respect theretoto such securities, except the right to receive (i) the applicable Per Share Preferred Stock Consideration or the Per Share Common Stock Consideration, as the case may be. Notwithstanding anything contained herein to the contrary, nothing contained in this Agreement shall require the Acquiror to issue any number of shares of Acquiror Common Stock (deemed to have a value of ten dollars ($10) per share) with an aggregate implied value in excess of the Consideration upon surrender of such Certificates or Book-Entry Shares in accordance with Section 2.1(c), without interest (subject to any applicable withholding Tax specified in Section 2.2); and (ii) any dividends and other distributions in accordance with Section 2.1(g).Cap; (db) Each Company Common Share owned by Parent or Merger Sub, or owned by any direct or indirect Subsidiary of any such Person, in each case immediately prior to at the Effective Time, shall automatically be canceled and retired and cease to exist as by virtue of the Effective Time Merger and no consideration shall be paid in exchange therefor. (e) Each without any action on the part of any holder thereof, each share of 6.125% Series C Cumulative Redeemable Preferred Stockcommon stock, par value $0.01 0.0001 per share, of the Company (such shares, collectively, the “Company Preferred Stock”, and each, a “Company Preferred Share”, and the Company Preferred Shares collectively with the Company Common Shares, the “Company Shares”) Merger Sub issued and outstanding immediately prior to the Effective Time shall no longer be outstanding and shall thereupon be converted into and become one validly issued fully paid and non-assessable share of common stock, par value $0.0001 per share, of the right to receive Surviving Company and all such shares shall constitute the only outstanding shares of capital stock of the Surviving Company as of immediately following the Effective Time; and (c) at the Effective Time, by virtue of the Merger and without any action on the part of any holder thereof, each share of Company Common Stock and Company Preferred Stock Consideration and held in the treasury of the Company immediately prior to the Effective Time shall be canceled cancelled without any conversion thereof and cease to exist, and each holder of a certificate theretofore representing any Company Preferred Shares no payment or non-certificated Company Preferred Shares represented by book-entry distribution shall cease to have any rights be made with respect thereto, except the right to receive the Preferred Stock Consideration upon surrender of such certificates or book-entry shares.

Effect on Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company or the holders of any of the following securities: (a) The limited liability company interests of Merger Sub issued and outstanding immediately prior to the Effective Time, all of which shall be held by Parent, Time shall remain outstanding as the limited liability company interests of the Surviving Entity, all of which shall continue to be held by Parent. (b) Each share of common stock, par value $0.01 per share, of the Company (such shares, collectively, the “Company Common Stock”, and each, a “Company Common Share”) issued and outstanding immediately prior to the Effective Time (other than any shares of Company Common Stock to be canceled or converted pursuant to Section 1.6(d)) shall be converted into the right to receive an amount of Parent Common Stock equal to the product of twenty one Company Common Share multiplied by the Common Exchange Ratio dollars (which Common Exchange Ratio is subject to adjustment as set forth $21.00) in Section 1.8) cash, without interest (the “Common Stock Consideration” and together with the Preferred Stock Consideration, the “Merger Consideration”), subject to any applicable withholding Tax specified in Section 2.2. (c) All of the Company Common Shares (other than any Company Common Shares to be canceled pursuant to Section 1.6(d)) shall be canceled and shall cease to exist, and each holder of a certificate theretofore representing any Company Common Shares (each, a “Common Certificate”) or non-certificated Company Common Shares represented by book-entry (“Common Book-Entry Shares”) shall cease to have any rights with respect thereto, except the right to receive (i) the Common Stock Merger Consideration upon surrender of such Certificates or Book-Entry Shares in accordance with Section 2.1(c), without interest (subject to any applicable withholding Tax specified in Section 2.2); and (ii) any dividends and other distributions in accordance with Section 2.1(g). (d) Each Company Common Share or Company Preferred Share owned by the Company, Parent or Merger Sub, or owned by any direct or indirect Subsidiary of any such Person, in each case immediately prior to the Effective Time, shall automatically be canceled and retired and cease to exist as of the Effective Time and no consideration shall be paid in exchange therefor. (e) Each share of 6.125% Series C Cumulative Redeemable Preferred Stock, par value $0.01 per share, of the Company (such shares, collectively, the “Company Preferred Stock”, and each, a “Company Preferred Share”, and the Company Preferred Shares collectively with the Company Common Shares, the “Company Shares”) issued and outstanding immediately prior to the Effective Time shall be converted into the right to receive the Preferred Stock Consideration and shall be canceled and cease to exist, and each . (f) Each holder of a certificate theretofore representing any Company Preferred Shares (each, a “Preferred Certificate” and, together with the Common Certificates, the “Certificates”) or non-certificated Company Preferred Shares represented by book-entry (“Preferred Book-Entry Shares” and, together with the Common Book-Entry Shares, “Book-Entry Shares”) shall cease to have any rights with respect thereto, except the right to receive the Preferred Stock Consideration upon surrender of such certificates Preferred Certificates or bookPreferred Book-entry sharesEntry Shares in accordance with Section 2.1(c), without interest (subject to any applicable withholding Tax specified in Section 2.2).

Effect on Capital Stock. (a) At the Effective Time, by virtue of the Merger and without any further action on the part of Parent, Merger Sub, the Company or the holders any holder of any of the following securities: (ai) The limited liability company interests of Merger Sub issued and outstanding immediately prior subject to the Effective TimeSection 2.02(e), all of which shall be held by Parent, shall remain outstanding as limited liability company interests of the Surviving Entity, all of which shall continue to be held by Parent. (b) Each each share of common stock, par value $0.01 per share, of the Company (such shares, collectively, the “Company Common Stock”, and each, a “Company Common Share”) that is issued and outstanding immediately prior to the Effective Time (other than any Dissenting Shares and shares of Company Common Stock to be canceled pursuant to in accordance with Section 1.6(d2.01(a)(ii)) shall be converted into the right to receive an amount receive: (A) 0.6366 (the “Exchange Ratio”) validly issued, fully paid and nonassessable shares of common stock, par value $0.01 per share, of Parent (“Parent Common Stock,” such shares of Parent Common Stock issued or issuable pursuant to this Section 2.01(a)(i)(A), the “Stock Consideration”); and (B) an amount in cash equal to $32.80 minus the product of one Company Common Special Dividend Per Share multiplied by the Common Exchange Ratio (which Common Exchange Ratio is subject to adjustment as set forth in Section 1.8) Amount (the “Common Stock Cash Consideration,” and together with the Preferred Stock Consideration, the “Merger Consideration”). (cii) All each share of Company Common Shares (other than Company Common Shares to be canceled pursuant to Section 1.6(d)) shall be canceled and shall cease to exist, and each holder of a certificate theretofore representing any Company Common Shares (each, a “Certificate”) or non-certificated Company Common Shares represented by book-entry (“Book-Entry Shares”) shall cease to have any rights with respect thereto, except the right to receive (i) the Common Stock Consideration upon surrender of such Certificates or Book-Entry Shares in accordance with Section 2.1(c), without interest (subject to any applicable withholding Tax specified in Section 2.2); and (ii) any dividends and other distributions in accordance with Section 2.1(g). (d) Each Company Common Share owned by Parent or Merger Sub, or owned by any direct or indirect Subsidiary of any such Person, in each case that immediately prior to the Effective TimeTime is owned by Parent, Merger Sub, the Company (as treasury stock or otherwise) or any of their respective Subsidiaries shall automatically be canceled and retired and cease to exist as of the Effective Time and no without any consideration shall be paid in exchange being exchanged therefor.; and (eiii) Each each share of 6.125% Series C Cumulative Redeemable Preferred Stockcommon stock, par value $0.01 per share, of the Company (such shares, collectively, the “Company Preferred Stock”, and each, a “Company Preferred Share”, and the Company Preferred Shares collectively with the Company Common Shares, the “Company Shares”) Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Entity. (b) All of the shares of Company Common Stock converted into the right to receive the Preferred Stock Merger Consideration pursuant to this Article II shall no longer be outstanding, and shall automatically be canceled and shall cease to exist, as of the Effective Time, and each holder of certificate (each, a certificate theretofore representing any Company Preferred Shares “Certificate”) or non-certificated Company Preferred Shares represented by book-entry share (each, a “Book-Entry Share”) previously representing any such shares of Company Common Stock shall cease to have any rights with respect thereto, except thereafter represent only the right to receive the Preferred Merger Consideration (and cash in lieu of any fractional share of Parent Common Stock), into which the shares of Company Common Stock represented by such Certificate or Book-Entry Share shall have been converted pursuant to this Section 2.01 and Section 2.02(e), as well as any dividends to which holders of Company Common Stock have become entitled in accordance with Section 2.02(c). (c) If, between the date of this Agreement and the Effective Time, the outstanding shares of Company Common Stock or Parent Common Stock shall have been increased, decreased, changed into or exchanged for a different number or kind of shares or securities as a result of a reorganization, recapitalization, reclassification, stock dividend, stock split, reverse stock split or other similar change in capitalization (but excluding any change that results from (i) the exercise of stock options or the conversion into Parent Common Stock or Company Common Stock of other equity awards relating to the Parent Common Stock or Company Common Stock or (ii) the grant of stock-based compensation to directors or employees of Parent or (other than any such grants not made in accordance with the terms of this Agreement) the Company or their respective Subsidiaries under Parent’s or the Company’s, as applicable, stock option or compensation plans or arrangements), the Merger Consideration upon surrender of shall be appropriately and proportionately adjusted to reflect such certificates reorganization, recapitalization, reclassification, stock dividend, stock split, reverse stock split or book-entry sharesother similar change in capitalization.

Effect on Capital Stock. (a) At the Effective Time, by virtue of the Merger and without any action on the part of Parentany holder thereof, Merger Sub, the Company or the holders of any of the following securities: (a) The limited liability company interests of Merger Sub issued and outstanding immediately prior to the Effective Time, all of which shall be held by Parent, shall remain outstanding as limited liability company interests of the Surviving Entity, all of which shall continue to be held by Parent. (b) Each each share of common stock, par value $0.01 per share, of the Company (such shares, collectively, the “Company Common Stock”, and each, a “Company Common Share”) 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(d)Excluded Shares) shall be converted into the right to receive an amount of Parent Common Stock equal to the product of one Company Common Share multiplied by the Common Exchange Ratio Offer Price, without interest (which Common Exchange Ratio is subject to adjustment as set forth in Section 1.8) (the “Common Stock Consideration” and together with the Preferred Stock Consideration, the “Merger Consideration”), subject to any applicable withholding Taxes. (b) At the Effective Time, by virtue of the Merger and without any action on the part of any holder thereof, all shares of Company Common Stock (other than Excluded Shares) shall cease to be outstanding and shall be canceled and retired, and each certificate which immediately prior to the Effective Time represented any such shares of Company Common Stock (the “Certificates”) shall thereafter represent only the right to receive the Merger Consideration with respect to the shares of Company Common Stock (other than Excluded Shares) formerly represented thereby; provided, however, that the Merger Consideration payable in respect of any such shares that, at the Effective Time, were unvested Company Restricted Stock shall be converted into Parent Common Stock in accordance with the provisions of Section 1.16(d). (c) All Company Common Shares (other than Company Common Shares Each Excluded Share at the Effective Time shall, by virtue of the Merger and without any action on the part of the holder thereof, cease to be canceled pursuant to Section 1.6(d)) outstanding and shall be canceled and retired and no consideration shall cease to exist, and each holder of a certificate theretofore representing any Company Common Shares (each, a “Certificate”) or non-certificated Company Common Shares represented by book-entry (“Book-Entry Shares”) shall cease to have any rights with respect thereto, except the right to receive (i) the Common Stock Consideration upon surrender of such Certificates or Book-Entry Shares be delivered in accordance with Section 2.1(c), without interest (subject to any applicable withholding Tax specified in Section 2.2); and (ii) any dividends and other distributions in accordance with Section 2.1(g)exchange therefor. (d) Each Company Common Share owned At the Effective Time, by Parent or virtue of the Merger Sub, or owned by and without any direct or indirect Subsidiary action on the part of any such Personholder thereof, in each case share of common stock of Purchaser issued and outstanding immediately prior to the Effective Time, shall automatically be canceled converted into one validly issued, fully paid and retired and cease to exist as non-assessable share of the Effective Time Surviving Corporation and no consideration such shares shall be paid in exchange therefor. (e) Each share of 6.125% Series C Cumulative Redeemable Preferred Stock, par value $0.01 per share, of constitute the Company (such shares, collectively, the “Company Preferred Stock”, and each, a “Company Preferred Share”, and the Company Preferred Shares collectively with the Company Common Shares, the “Company Shares”) only issued and outstanding immediately prior to shares of common stock of the Effective Time shall be converted into the right to receive the Preferred Stock Consideration and shall be canceled and cease to exist, and each holder of a certificate theretofore representing any Company Preferred Shares or non-certificated Company Preferred Shares represented by book-entry shall cease to have any rights with respect thereto, except the right to receive the Preferred Stock Consideration upon surrender of such certificates or book-entry sharesSurviving Corporation.

Effect on Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of the Company, Parent, Merger SubSub or any holder of any shares of common stock, $1.00 par value per share, of the Company or (the holders of any of the following securities:“Company Common Stock”): (a) The limited liability company interests All shares of Company Common Stock that are held by the Company as treasury stock or that are owned by the Company or any wholly owned Subsidiary of the Company, Parent, Merger Sub issued and outstanding or any wholly owned Subsidiary of the Company or Parent immediately prior to the Effective Time, all by virtue of which the Merger and without any action on the part of the holder thereof, shall cease to be outstanding and shall be held by Parentcancelled and retired and shall cease to exist, and no consideration shall remain outstanding as limited liability company interests of the Surviving Entity, all of which shall continue to be held by Parentdelivered in exchange therefor. (b) Each Subject to Section 2.1(a), Section 2.2 and Section 2.3, each share of common stock, par value $0.01 per share, of the Company (such shares, collectively, the “Company Common Stock”, and each, a “Company Common Share”) Stock issued and outstanding immediately prior to the Effective Time (other than including any shares of Company Common Stock to be canceled pursuant to Section 1.6(d)held in a Company Benefit Plan or related trust) shall be converted into and shall thereafter represent the right to receive an amount of Parent Common Stock in cash equal to the product of one Company Common Share multiplied by the Common Exchange Ratio $83.00, without interest (which Common Exchange Ratio is subject to adjustment as set forth in Section 1.8) (the “Common Stock Consideration” and together with the Preferred Stock Consideration, the “Merger Consideration”). (c) All . As of the Effective Time, all such shares of Company Common Shares (other than Company Common Shares Stock shall cease to be canceled pursuant to Section 1.6(d)) outstanding, shall be canceled automatically cancelled and shall cease to exist, and each holder of a certificate theretofore representing any such shares of Company Common Shares Stock (each, a “Certificate”) or non-certificated shares of Company Common Shares represented by Stock held in book-entry form (“Book-Entry Shares”) shall cease to have any rights with respect thereto, except the right to receive (i) receive, in accordance with this Section 2.1(b), the Common Stock Consideration Merger Consideration, upon surrender of such Certificates Certificate or cancellation of such Book-Entry Shares in accordance with Section 2.1(c)Shares, without interest (subject to any applicable withholding Tax specified in Section 2.2); and (ii) any dividends and other distributions in accordance with Section 2.1(g)interest. (d) Each Company Common Share owned by Parent or Merger Sub, or owned by any direct or indirect Subsidiary of any such Person, in each case immediately prior to the Effective Time, shall automatically be canceled and retired and cease to exist as of the Effective Time and no consideration shall be paid in exchange therefor. (ec) Each share of 6.125% Series C Cumulative Redeemable Preferred Stock, par value $0.01 per share, common stock of the Company (such shares, collectively, the “Company Preferred Stock”, and each, a “Company Preferred Share”, and the Company Preferred Shares collectively with the Company Common Shares, the “Company Shares”) Merger Sub issued and outstanding immediately prior to the Effective Time Time, without any action on the part of the holder thereof, shall be converted into one share of common stock of the right to receive the Preferred Stock Consideration and shall be canceled and cease to exist, and each holder of a certificate theretofore representing any Company Preferred Shares or non-certificated Company Preferred Shares represented by book-entry shall cease to have any rights with respect thereto, except the right to receive the Preferred Stock Consideration upon surrender of such certificates or book-entry sharesSurviving Corporation.

Effect on Capital Stock. At As of the Effective Time, by virtue ----------------------- of the Merger and without any action on the part of Parentthe Company, Merger Sub, Newco or any holder of any shares of capital stock of the Company or the holders any shares of any capital stock of the following securitiesNewco: (a) The limited liability company interests of Merger Sub issued and outstanding immediately prior to the Effective Time, all of which shall be held by Parent, shall remain outstanding as limited liability company interests of the Surviving Entity, all of which shall continue to be held by Parent. (b) Each share of common stock, par value $0.01 per share, stock of the Company (such shares, collectively, the “Company Common Stock”, and each, a “Company Common Share”) 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(d)) shall be converted into the right to receive an amount of Parent Common Stock equal to the product of one Company Common Share multiplied by the Common Exchange Ratio (which Common Exchange Ratio is subject to adjustment as set forth in Section 1.8) (the “Common Stock Consideration” and together with the Preferred Stock Consideration, the “Merger Consideration”). (c) All Company Common Shares (other than Company Common Shares to be canceled pursuant to Section 1.6(d)) shall be canceled and shall cease to exist, and each holder of a certificate theretofore representing any Company Common Shares (each, a “Certificate”) or non-certificated Company Common Shares represented by book-entry (“Book-Entry Shares”) shall cease to have any rights with respect thereto, except the right to receive (i) the Common Stock Consideration upon surrender of such Certificates or Book-Entry Shares in accordance with Section 2.1(c), without interest (subject to any applicable withholding Tax specified in Section 2.2); and (ii) any dividends and other distributions in accordance with Section 2.1(g). (d) Each Company Common Share owned by Parent or Merger Sub, or owned by any direct or indirect Subsidiary of any such Person, in each case immediately prior to the Effective Time, shall automatically be canceled and retired and cease to exist as of the Effective Time and no consideration shall be paid in exchange therefor. (e) Each share of 6.125% Series C Cumulative Redeemable Preferred Stock, par value $0.01 per share, of the Company (such shares, collectively, the “Company Preferred Stock”, and each, a “Company Preferred Share”, and the Company Preferred Shares collectively with the Company Common Shares, the “Company Shares”) Newco issued and outstanding immediately prior to the Effective Time shall be converted into one fully paid and non-assessable share of common stock, par value $1.00, of the Surviving Corporation. (b) Each share of Company Common Stock as well as each share of Company Preferred Stock that is owned by the Company or by any Subsidiary of the Company, and each share of the Company Common Stock and Company Preferred Stock that is owned by the Parent, Newco or any other Subsidiary of the Parent, shall automatically be canceled and retired and shall cease to exist, and no cash or other consideration shall be delivered or deliverable in exchange therefor. (c) Except as otherwise provided herein, each issued and outstanding share of the Company Common Stock (other than shares canceled pursuant to Section 2.7(b) and Dissenting Shares (as defined in Section 2.7(d) below) shall be converted into the right to receive, without interest, an amount in cash, without interest, equal to (i) the greater of (A) the average closing price per share of Parent Common Stock as reported on the Composite Tape for the NYSE for the twenty (20) consecutive trading days ending on and including the trading day immediately preceding the day upon which the Effective Time occurs or (B) $13.72, (ii) in either case multiplied by the Conversion Number (the "Merger ------ Consideration"). ------------- (d) Notwithstanding anything in this Agreement to the contrary, shares of the Company Common Stock issued and outstanding immediately prior to the Effective Time and held by a holder (if any) who has the right to demand payment for and an appraisal of such shares in accordance with Section 262 of the DGCL, or any successor provision, or Chapter 13 of the California General Corporation Law (the "CGCL"), or any successor provision ("Dissenting Shares"), ---- ----------------- shall not be converted into a right to receive any Merger Consideration (but shall have the rights set forth in Section 262 of the DGCL (or any successor provision) or Chapter 13 of the CGCL (or any successor provision)) unless such holder fails to perfect or otherwise loses such holder's right to such payment or appraisal, if any. If, after the Effective Time, such holder fails to perfect or loses any such right to appraisal, each such share of such holder shall be treated as a share that had been converted as of the Effective Time into the right to receive Merger Consideration in accordance with this Section 2.7. The Company shall give prompt notice to the Parent of any demands received by the Company for appraisal of shares of the Company Common Stock, and the Parent shall have the right to participate in and approve all negotiations and proceedings with respect to such demands. The Company shall not, except with the prior written consent of the Parent, make any payment with respect to, or settle or offer to settle, any such demands or appraisal actions related thereto. Promptly after the Closing, the Parent and Newco shall cause the Company to comply with the notice requirements of Section 262 of the DGCL and/or Chapter 13 of the CGCL (or, in either case, any successor provision). (e) As of the Effective Time, all shares of the Company Common Stock and Company Preferred Stock Consideration (other than shares referred to in Section 2.7(d)) issued and outstanding immediately prior to the Effective Time shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each holder of a certificate theretofore representing any such shares of the Company Preferred Shares or non-certificated Company Preferred Shares represented by book-entry shall Common Stock shall, to the extent such certificate represents such shares, cease to have any rights with respect thereto, except the right to receive the Preferred Stock Merger Consideration to be paid in consideration therefor upon surrender of such certificates or book-entry sharescertificate in accordance with Section 2.8.

Effect on Capital Stock. At the Effective Time, subject to Section 3.03 below, by virtue of the Merger and without any action on the part of Parent, Merger Subthe Company, the Company Merger Subsidiary, Purchaser or the holders of any shares of capital stock of the following securitiesCompany or any shares of capital stock of the Merger Subsidiary: (a) The limited liability company interests of Merger Sub issued and outstanding immediately prior to the Effective Time, all of which shall be held by Parent, shall remain outstanding as limited liability company interests of the Surviving Entity, all of which shall continue to be held by Parent. (b) Each share of common stock, par value $0.01 per share, the capital stock of the Company (such shares, collectively, the “Company Common Stock”, and each, a “Company Common Share”) Merger Subsidiary issued and outstanding immediately prior to the Effective Time will be converted into and become one fully paid and nonassessable share of common stock of the Surviving Corporation; (other than any shares b) Each share of Company Common Stock that is owned by the Company or by any wholly-owned subsidiary of the Company and each share of Company Common Stock that is owned by Purchaser, the Merger Subsidiary or any other subsidiary of Purchaser immediately prior to the Effective Time will automatically be canceled without any conversion thereof and no consideration will be delivered with respect thereto; and (i) Except for shares to be canceled pursuant to in accordance with Section 1.6(d)3.01(b) shall and except for Dissenting Shares, each share of the Company Common Stock issued and outstanding as of the Effective Time (the "Common Shares") will be automatically canceled and extinguished and converted into the right to receive an amount of Parent Common Stock equal to in cash the product of one Company Common Per Share multiplied by the Common Exchange Ratio (which Common Exchange Ratio is subject to adjustment as set forth in Section 1.8) Amount (the “Common Stock Consideration” and together with the Preferred Stock Consideration, the “"Merger Consideration”"), without interest, upon surrender of the certificate formerly representing such Common Shares in accordance with Section 3.04. (cii) All Company As of the Effective Time, each certificate previously representing any Common Shares (other than Company will thereafter represent the right to receive the Merger Consideration. The holders of such certificates previously representing the Common Shares outstanding immediately prior to be canceled pursuant to Section 1.6(d)) shall be canceled and shall cease to exist, and each holder of a certificate theretofore representing any Company Common Shares (each, a “Certificate”) or non-certificated Company Common Shares represented by book-entry (“Book-Entry Shares”) shall the Effective Time will cease to have any rights with respect thereto, except the right to receive (i) the such Common Stock Consideration upon surrender Shares as of such Certificates or Book-Entry Shares in accordance with Section 2.1(c), without interest (subject to any applicable withholding Tax specified in Section 2.2); and (ii) any dividends and other distributions in accordance with Section 2.1(g). (d) Each Company Common Share owned by Parent or Merger Sub, or owned by any direct or indirect Subsidiary of any such Person, in each case immediately prior to the Effective Time, shall automatically except as otherwise provided in this Agreement or by applicable law. Such certificates previously representing Common Shares will be canceled and retired and cease to exist as of exchanged for the Effective Time and no consideration shall be paid in exchange therefor. (e) Each share of 6.125% Series C Cumulative Redeemable Preferred Stock, par value $0.01 per share, of the Company (such shares, collectively, the “Company Preferred Stock”, and each, a “Company Preferred Share”, and the Company Preferred Shares collectively with the Company Common Shares, the “Company Shares”) issued and outstanding immediately prior to the Effective Time shall be converted into the right to receive the Preferred Stock Consideration and shall be canceled and cease to exist, and each holder of a certificate theretofore representing any Company Preferred Shares or non-certificated Company Preferred Shares represented by book-entry shall cease to have any rights with respect thereto, except the right to receive the Preferred Stock Merger Consideration upon the surrender of such certificates or book-entry sharesin accordance with provisions of Section 3.04, without interest.

Effect on Capital Stock. (a) At the Effective Time, by virtue of the Merger and without any further action on the part of Parent, Merger Sub, the Company or the holders any holder of any of the following securities: (ai) The limited liability company interests subject to Section 2.01(c), each share of Company Common Stock that is issued and outstanding immediately prior to the Effective Time (other than Dissenting Shares and shares to be canceled in accordance with Section 2.01(a)(ii)) shall be converted into the right to receive the Offer Price net to the seller in cash, without interest (the “Merger Consideration”), subject to any withholding of Tax pursuant to Section 2.02(b) or Section 2.02(g); (ii) each share of Company Common Stock that immediately prior to the Effective Time is owned by Parent, Merger Sub, the Company (as treasury stock or otherwise) or any of their respective Subsidiaries shall be canceled without any consideration being exchanged therefor; and (iii) each share of common stock, par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time, all of which Time shall be held by Parentconverted into and become one validly issued, shall remain outstanding as limited liability company interests of the Surviving Entity, all of which shall continue to be held by Parent. (b) Each fully paid and nonassessable share of common stock, par value $0.01 per share, of the Company Surviving Entity. (such shares, collectively, b) All of the “Company Common Stock”, and each, a “Company Common Share”) 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(d)) shall be converted into the right to receive an amount of Parent Common Stock equal to the product of one Company Common Share multiplied by the Common Exchange Ratio (which Common Exchange Ratio is subject to adjustment as set forth in Section 1.8) (the “Common Stock Consideration” and together with the Preferred Stock Consideration, the “Merger Consideration”). (c) All Company Common Shares (other than Company Common Shares to be canceled Consideration pursuant to Section 1.6(d)) this Article II shall no longer be outstanding, and shall automatically be canceled and shall cease to exist, as of the Effective Time, and each holder of a certificate theretofore representing any Company Common Shares (each, a “Certificate”) or non-certificated Company Common Shares represented by book-entry share (each, a “Book-Entry SharesShare”) shall cease to have previously representing any rights with respect thereto, except the right to receive (i) the such shares of Company Common Stock Consideration upon surrender of such Certificates or Book-Entry Shares in accordance with Section 2.1(c), without interest (subject to any applicable withholding Tax specified in Section 2.2); and (ii) any dividends and other distributions in accordance with Section 2.1(g). (d) Each Company Common Share owned by Parent or Merger Sub, or owned by any direct or indirect Subsidiary of any such Person, in each case immediately prior to the Effective Time, shall automatically be canceled and retired and cease to exist as of the Effective Time and no consideration shall be paid in exchange therefor. (e) Each share of 6.125% Series C Cumulative Redeemable Preferred Stock, par value $0.01 per share, of the Company (such shares, collectively, the “Company Preferred Stock”, and each, a “Company Preferred Share”, and the Company Preferred Shares collectively with the Company Common Shares, the “Company Shares”) issued and outstanding immediately prior to the Effective Time shall be converted into thereafter represent only the right to receive the Preferred Merger Consideration into which the shares of Company Common Stock represented by such Certificate or Book-Entry Share shall have been converted pursuant to this Section 2.01. (c) If, between the date of this Agreement and the Effective Time, the outstanding shares of Company Common Stock shall have been increased, decreased, changed into or exchanged for a different number or kind of shares or securities as a result of a reorganization, recapitalization, reclassification, stock dividend, stock split, reverse stock split or other similar change in capitalization, the Merger Consideration and shall be canceled appropriately and cease proportionately adjusted to existreflect such reorganization, and each holder of a certificate theretofore representing any Company Preferred Shares recapitalization, reclassification, stock dividend, stock split, reverse stock split or non-certificated Company Preferred Shares represented by book-entry shall cease to have any rights with respect thereto, except the right to receive the Preferred Stock Consideration upon surrender of such certificates or book-entry sharesother similar change in capitalization.

Effect on Capital Stock. At (a) Each share of Company Common Stock issued and outstanding immediately prior to the Effective TimeTime (other than any Cancelled Shares and Dissenting Shares) shall, by virtue of the Merger this Agreement and without any action on the part of the Company, Parent or Merger Sub or the holders of any shares of Company Common Stock, be automatically converted into and shall thereafter represent the right to receive, upon the terms and subject to the conditions set forth in this Agreement, (i) such fraction of a validly issued, fully-paid and non-assessable share of Parent Common Stock (the “Exchange Ratio”) equal to the quotient obtained by dividing (A) the sum of the Aggregate Stock Consideration and the Incremental Deemed Stock Consideration by (B) the Aggregate Company Shares Deemed Outstanding (the “Per Share Stock Consideration”) and (ii) the Per Share Cash Consideration (together with the Per Share Stock Consideration, the “Merger Consideration”). (b) From and after the Effective Time, all of the shares of Company Common Stock converted into the right to receive the Merger Consideration pursuant to this Article IV shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist, and each holder of a certificate (each, a “Certificate”) previously representing any such shares of Company Common Stock shall thereafter cease to have any rights with respect to such securities, except the right to receive, upon the terms and subject to the conditions set forth in this Agreement, (i) the Merger Consideration, (ii) any dividends and other distributions in accordance with Section 4.2(h) and (iii) any cash to be paid in lieu of any fractional share of Parent Common Stock in accordance with Section 4.3. (c) If at any time during the period between the date of this Agreement and the Effective Time, any change in the outstanding shares of capital stock of Parent shall occur by reason of any reclassification, recapitalization, stock split or combination, exchange or readjustment of shares, or any stock dividend thereon with a record date during such period, or any similar event, the Exchange Ratio, the Per Share Cash Consideration and any number or amount contained herein which is based on the price of Parent Common Stock or the number of shares of Parent Common Stock, as the case may be, shall be appropriately adjusted to reflect such reclassification, recapitalization, stock split or combination, exchange or readjustment of shares, stock dividend thereon or similar event and provide to the holders of Company Common Stock as of immediately prior to the Effective Time the same economic effect as contemplated by this Agreement prior to such event (it being understood that, notwithstanding anything in this Agreement to the contrary, unless any such event described in this Section 4.1(c) has occurred that would require an adjustment pursuant to this Section 4.1(c), in no event shall Parent be obligated to issue any shares of Parent Common Stock in excess of the Aggregate Stock Consideration in connection with the Merger). (d) At the Effective Time, all shares of Company Common Stock that are owned by Parent, Merger Sub, any Subsidiary of Parent or Merger Sub, or held in treasury of the Company or owned by the holders of Company or any Subsidiary of the following securities:Company (the “Cancelled Shares”) shall be automatically cancelled and retired without any conversion thereof and shall cease to exist and no payment shall be made in respect thereof. (ae) The limited liability company interests Each issued and outstanding share of common stock, par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time, all of which Time shall be held by Parentconverted into and become one (1) validly issued, shall remain outstanding as limited liability company interests of the Surviving Entity, all of which shall continue to be held by Parent. (b) Each fully-paid and non-assessable share of common stock, par value $0.01 per share, of the Company (such shares, collectively, the “Company Common Stock”, and each, a “Company Common Share”) 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(d)) shall be converted into the right to receive an amount of Parent Common Stock equal to the product of one Company Common Share multiplied by the Common Exchange Ratio (which Common Exchange Ratio is subject to adjustment as set forth in Section 1.8) (the “Common Stock Consideration” and together with the Preferred Stock Consideration, the “Merger Consideration”)Surviving Corporation. (c) All Company Common Shares (other than Company Common Shares to be canceled pursuant to Section 1.6(d)) shall be canceled and shall cease to exist, and each holder of a certificate theretofore representing any Company Common Shares (each, a “Certificate”) or non-certificated Company Common Shares represented by book-entry (“Book-Entry Shares”) shall cease to have any rights with respect thereto, except the right to receive (i) the Common Stock Consideration upon surrender of such Certificates or Book-Entry Shares in accordance with Section 2.1(c), without interest (subject to any applicable withholding Tax specified in Section 2.2); and (ii) any dividends and other distributions in accordance with Section 2.1(g). (d) Each Company Common Share owned by Parent or Merger Sub, or owned by any direct or indirect Subsidiary of any such Person, in each case immediately prior to the Effective Time, shall automatically be canceled and retired and cease to exist as of the Effective Time and no consideration shall be paid in exchange therefor. (e) Each share of 6.125% Series C Cumulative Redeemable Preferred Stock, par value $0.01 per share, of the Company (such shares, collectively, the “Company Preferred Stock”, and each, a “Company Preferred Share”, and the Company Preferred Shares collectively with the Company Common Shares, the “Company Shares”) issued and outstanding immediately prior to the Effective Time shall be converted into the right to receive the Preferred Stock Consideration and shall be canceled and cease to exist, and each holder of a certificate theretofore representing any Company Preferred Shares or non-certificated Company Preferred Shares represented by book-entry shall cease to have any rights with respect thereto, except the right to receive the Preferred Stock Consideration upon surrender of such certificates or book-entry shares.

Effect on Capital Stock. (a) At the Effective Time, Time by virtue of the Merger and without any action on the part of Parentthe holder thereof, Merger Sub, the Company or the holders each share of any of the following securities: (a) The limited liability company interests of Merger Sub Monsanto Common Stock issued and outstanding immediately prior to the Effective TimeTime (other than shares of Monsanto Common Stock owned by AHP or Merger Sub or held by Monsanto, all of which shall be held by Parent, canceled as provided in Section 1.8(c)) shall remain outstanding as limited liability company interests be converted into the right to receive 1.15 shares (the "Exchange Ratio") of the Surviving Entity, all AHP Common Stock (together with any cash in lieu of which shall continue fractional shares of AHP Common Stock to be held by Parentpaid pursuant to Section 2.5, the "Merger Consideration"). (b) As a result of the Merger and without any action on the part of the holders thereof, at the Effective Time, all shares of Monsanto Common Stock shall cease to be outstanding and shall 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 Monsanto Common Stock (a "Certificate") shall thereafter cease to have any rights with respect to such shares of Monsanto Common Stock, except as provided herein or by law. (c) Each share of Monsanto Common Stock issued and owned or held by AHP, Merger Sub or Monsanto at the Effective Time shall, by virtue of the Merger, cease to be outstanding and shall be canceled and retired and no stock of AHP or other consideration shall be delivered in exchange therefor. (d) Each share of common stock, par value $0.01 per share, of the Company (such shares, collectively, the “Company Common Stock”, and each, a “Company Common Share”) Merger Sub 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(d)) shall be converted into the right to receive an amount of Parent Common Stock equal to the product of one Company Common Share multiplied by the Common Exchange Ratio (which Common Exchange Ratio is subject to adjustment as set forth in Section 1.8) (the “Common Stock Consideration” and together with the Preferred Stock Consideration, the “Merger Consideration”). (c) All Company Common Shares (other than Company Common Shares to be canceled pursuant to Section 1.6(d)) shall be canceled and shall cease to exist, and each holder of a certificate theretofore representing any Company Common Shares (each, a “Certificate”) or non-certificated Company Common Shares represented by book-entry (“Book-Entry Shares”) shall cease to have any rights with respect thereto, except the right to receive (i) the Common Stock Consideration upon surrender of such Certificates or Book-Entry Shares in accordance with Section 2.1(c), without interest (subject to any applicable withholding Tax specified in Section 2.2); and (ii) any dividends and other distributions in accordance with Section 2.1(g). (d) Each Company Common Share owned by Parent or Merger Sub, or owned by any direct or indirect Subsidiary of any such Person, in each case immediately prior to the Effective Time, shall automatically be canceled remain issued, outstanding and retired unchanged as validly issued, fully paid and cease to exist as nonassessable shares of the Effective Time and no consideration shall be paid in exchange therefor. (e) Each share of 6.125% Series C Cumulative Redeemable Preferred Stockcommon stock, par value $0.01 per share, of the Company (such shares, collectively, the “Company Preferred Stock”, and each, a “Company Preferred Share”, and the Company Preferred Shares collectively with the Company Common Shares, the “Company Shares”) issued and outstanding immediately prior to Surviving Corporation as of the Effective Time shall be converted into the right to receive the Preferred Stock Consideration and shall be canceled and cease to exist, and each holder of a certificate theretofore representing any Company Preferred Shares or non-certificated Company Preferred Shares represented by book-entry shall cease to have any rights with respect thereto, except the right to receive the Preferred Stock Consideration upon surrender of such certificates or book-entry sharesTime.

Effect on Capital Stock. At Subject to Section 2.8, at the Effective Time, by virtue of the Merger and without any further action on the part of Parent, Merger Acquisition Sub, the Company or the holders of any stockholder of the following securitiesCompany: (a) The limited liability company interests any Company Shares then held by the Company or any wholly owned Subsidiary of Merger Sub issued the Company (or held in the Company’s treasury) shall cease to exist, and outstanding immediately prior to the Effective Time, all of which no consideration shall be paid in exchange therefor; (b) any Company Shares then held by Parent, Acquisition Sub or any other wholly owned Subsidiary of Parent shall remain outstanding as limited liability company interests of the Surviving Entitycease to exist, all of which and no consideration shall continue to be held by Parent.paid in exchange therefor; (c) except as provided in clauses “(a)” and “(b)” above, each Company Share then outstanding (excluding any Appraisal Shares (as defined in Section 2.8(c)), shall be converted into the right to receive, in cash, without interest, the Per Share Amount or such greater cash amount as may have been paid to any holder of Company Shares pursuant to the Offer; (d) Each each share of common stock, par value $0.01 per share, of the Company (such shares, collectively, the “Company Common Stock”, and each, a “Company Common Share”) issued and Acquisition Sub then outstanding immediately prior to the Effective Time (other than any shares of Company Common Stock to be canceled pursuant to Section 1.6(d)) shall be converted into one share of the right to receive an amount common stock of Parent Common Stock equal to the product of one Company Common Share multiplied by the Common Exchange Ratio (which Common Exchange Ratio is subject to adjustment as set forth in Section 1.8) (the “Common Stock Consideration” and together with the Preferred Stock Consideration, the “Merger Consideration”).Surviving Corporation; and (ce) All each Company Common Shares (other than Option then outstanding under any of the Company Common Shares to be canceled pursuant to Section 1.6(d)) Option Plans shall be canceled and shall cease to exist, and each holder of a certificate theretofore representing any Company Common Shares (each, a “Certificate”) or non-certificated Company Common Shares represented by book-entry (“Book-Entry Shares”) shall cease to have any rights with respect thereto, except the right to receive (i) the Common Stock Consideration upon surrender of such Certificates or Book-Entry Shares treated in accordance with the provisions of Section 2.1(c5.10(a). Without duplication of the effects of Section 1.1(f), without interest (subject to any applicable withholding Tax specified in Section 2.2); if, between the date of this Agreement and (ii) any dividends and other distributions in accordance with Section 2.1(g). (d) Each Company Common Share owned by Parent or Merger Sub, or owned by any direct or indirect Subsidiary of any such Person, in each case immediately prior to the Effective Time, shall automatically be canceled and retired and cease the outstanding Company Shares are changed into a different number or class of shares by reason of any stock split, division or subdivision of shares, stock dividend, reverse stock split, consolidation of shares, reclassification, recapitalization or other similar transaction, then the Per Share Amount payable pursuant to exist as of the Effective Time and no consideration Section 2.5(c) shall be paid in exchange therefor. (e) Each share of 6.125% Series C Cumulative Redeemable Preferred Stock, par value $0.01 per share, of the Company (such shares, collectively, the “Company Preferred Stock”, and each, a “Company Preferred Share”, and the Company Preferred Shares collectively with the Company Common Shares, the “Company Shares”) issued and outstanding immediately prior adjusted to the Effective Time shall be converted into the right to receive the Preferred Stock Consideration and shall be canceled and cease to exist, and each holder of a certificate theretofore representing any Company Preferred Shares or non-certificated Company Preferred Shares represented by book-entry shall cease to have any rights with respect thereto, except the right to receive the Preferred Stock Consideration upon surrender of such certificates or book-entry sharesextent appropriate.

Effect on Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company or the holders of any of the following securitiestheir respective stockholders: (a) The limited liability company interests of Merger Sub Each issued and outstanding immediately prior to share of common stock of Merger Sub, par value $0.01 per share (the “Merger Sub Common Stock”), shall be converted into one validly issued, fully paid and non-assessable share of common stock of the Surviving Corporation, par value $0.01 (the “Surviving Corporation Common Stock”). From and after the Effective Time, all certificates representing shares of which Merger Sub Common Stock, if any, shall be held by Parent, shall remain outstanding as limited liability company interests deemed for all purposes to represent the number of shares of Surviving Corporation Common Stock into which they were converted in accordance with the Surviving Entity, all of which shall continue to be held by Parentimmediately preceding sentence. (b) Each share Company Common Share and each Company Preferred Share that is owned by (x) Parent, Merger Sub or any other direct or indirect wholly owned Subsidiary of common stock, par value $0.01 per share, Parent or (y) the Company or any direct or indirect wholly owned Subsidiary of the Company (such including treasury shares, collectively, the “Company Common Stock”) shall automatically be cancelled and shall cease to exist, and each, a “Company Common Share”) 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(d)) no consideration shall be converted into the right to receive an amount of Parent Common Stock equal to the product of one Company Common Share multiplied by the Common Exchange Ratio (which Common Exchange Ratio is subject to adjustment as set forth delivered or deliverable in Section 1.8) (the “Common Stock Consideration” and together with the Preferred Stock Consideration, the “Merger Consideration”)exchange therefor. (c) All Subject to Section 2.1(d), Section 2.1(e) and Section 2.2, each issued and outstanding Company Common Shares Share (other than Company Common Shares to be canceled pursuant to cancelled in accordance with Section 1.6(d2.1(b) and Appraisal Shares)) , shall be canceled automatically converted into the right to receive $32.00 in cash, without interest thereon and shall cease subject to existany required withholding of Taxes (the “Merger Consideration”), and each holder of a certificate theretofore representing any such certificated Company Common Shares Share and the certificate that formerly represented such Company Common Share (each, a “Certificate”) or such non-certificated Company Common Shares represented by Share in book-entry form (“Book-Entry Shares”) ), as the case may be, shall cease to have any rights with respect thereto, except thereafter represent only the right to receive (i) the Merger Consideration per Company Common Stock Consideration upon surrender Share represented thereby. For the avoidance of such Certificates or Book-Entry doubt, in addition to the Merger Consideration, immediately prior to and in connection with the Closing, holders of Company Common Shares in accordance with will receive the Special Dividend as contemplated by Section 2.1(c), without interest (subject to any applicable withholding Tax specified in Section 2.2); and (ii) any dividends and other distributions in accordance with Section 2.1(g).5.20 (d) Each Company Common Share owned by Parent or Merger SubNotwithstanding anything in this Agreement to the contrary, or owned by any direct or indirect Subsidiary if, from the date of any such Person, in each case immediately prior to this Agreement until the Effective Time, the outstanding Company Common Shares shall automatically be canceled and retired and cease to exist as have been changed into a different number of the Effective Time and no consideration shares or a different class by reason of any reclassification, stock split (including a reverse stock split), recapitalization, split-up, combination, exchange of shares, readjustment or other similar transaction, or a stock dividend or stock distribution thereon shall be paid in exchange therefordeclared with a record date within said period, the Merger Consideration and any other similarly dependent terms, as the case may be, including the Special Dividend Amount, shall be appropriately adjusted to provide the holders of Company Common Shares the same economic effect as contemplated by this Agreement prior to such event. (e) Each As of the Effective Time, each issued and outstanding share of 6.125% Series C Cumulative Redeemable A Preferred StockStock of the Company, par value $0.01 per shareshare (the “Company Series A Preferred Stock”), Series B Preferred Stock of the Company, par value $0.01 per share (the “Company Series B Preferred Stock”), Series C Preferred Stock of the Company, par value $0.01 per share (such sharesthe “Company Series C Preferred Stock”), collectivelyand Series D Preferred Stock of the Company, par value $0.01 per share (the “Company Series D Preferred Stock,” and, together with the Company Series A Preferred Stock, the Company Series B Preferred Stock and the Company Series C Preferred Stock, the “Company Preferred Stock”) shall remain issued and outstanding without variation. (f) Notwithstanding anything in this Agreement to the contrary, and each, a “Company Preferred Share”, and the Company Preferred Shares collectively with the Company Common Shares, the “Shares and shares of Company Shares”) issued and Series D Preferred Stock that are outstanding immediately prior to the Effective Time and that are held by any Person who is entitled to demand and properly demands appraisal of such shares and who has not effectively withdrawn or lost such Person’s right to appraisal of such shares (“Appraisal Shares”) pursuant to, and who complies in all respects with, Section 262 of the DGCL (“Section 262”) shall not be converted into Merger Consideration as provided in this Section 2.1, or, in the case of the Company Series D Preferred Stock, remain outstanding as contemplated by Section 2.1(e), but rather shall entitle the holders thereof only to such rights as are granted by Section 262; provided; however, if the holder of any such shares shall fail to perfect or otherwise shall waive, withdraw or lose the right to receive the Preferred Stock Consideration appraisal under Section 262, then such shares shall cease to be Appraisal Shares and shall be canceled and cease deemed to existhave been converted as of the Effective Time into, and each holder to have become exchangeable solely for, the Merger Consideration provided in this Section 2.1, or, in the case of a certificate theretofore representing the Company Series D Preferred Stock, remain outstanding as contemplated by Section 2.1(e). The Company shall provide prompt notice to Parent of any demands received by the Company for appraisal of any Company Preferred Shares or non-certificated Company Preferred Shares represented by book-entry and Parent shall cease to have any rights with respect thereto, except the right to receive participate in and direct all negotiations and Actions with respect to such demands. Prior to the Preferred Stock Consideration upon surrender Effective Time, the Company shall not, without the prior written consent of Parent, make any payment with respect to, or settle or offer or commit to settle, any such certificates demands, or book-entry sharesagree to do any of the foregoing.

Effect on Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of Parent, the holder of any shares of Company Common Stock or any shares of capital stock of Merger Sub, the Company or the holders of any of the following securities: (a) The limited liability company interests Each issued and outstanding share of capital stock of Merger Sub issued and outstanding immediately prior to the Effective Time, all of which shall be held by Parent, shall remain outstanding as limited liability company interests of the Surviving Entity, all of which shall continue to be held by Parent. (b) Each converted into and become one fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation. (b) Each share of Company Common Stock that is owned by the Company, Parent or Merger Sub shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist, and no Parent Common Stock or other consideration shall be delivered or deliverable in exchange therefor. (such sharesc) At the Effective Time, collectivelyby virtue of the Merger and without any action on the part of the Company, Merger Sub or the “holders of any securities of the Company or Merger Sub: (i) Subject to Section 2.01(c)(ii), 2.01(d) and 2.02, each issued and outstanding share (other than shares to be cancelled in accordance with Section 2.01(b) and any Appraisal Shares (to the extent provided in Section 2.01(d))) of Company Common Stock, which immediately prior to the Effective Time will be the only class of common stock of the Company then outstanding, shall thereupon be converted into and shall thereafter represent the right to receive the following consideration: (A) Each share of Company Common Stock with respect to which an election to receive a combination of stock and cash (a “Mixed Election”, ) has been effectively made and not revoked or lost pursuant to Section 2.03 (each, a “Mixed Consideration Electing Share”) and each Non-Electing Company Share shall be converted into the right to receive the combination (which combination shall hereinafter be referred to as the “Mixed Consideration”) of (x) $25.61 in cash (the “Per Share Cash Amount”) and (y) 0.6362 of a share of validly issued, fully paid and non-assessable shares of Parent Common Stock (the “Mixed Election Stock Exchange Ratio”), subject to adjustment in accordance with Section 2.01(c)(ii). (B) Each share of Company Common Stock with respect to which an election to receive only cash (a “Cash Election”) has been effectively made and not revoked or lost pursuant to Section 2.03 (each, a “Cash Electing Company Share”) shall be converted (provided that the Available Cash Election Amount equals or exceeds the Cash Election Amount) into the right to receive in cash, without interest, an amount (rounded to two decimal places) (the “Per Share Cash Election Consideration”) equal to the sum of (i) the Per Share Cash Amount plus (ii) the product of the Mixed Election Stock Exchange Ratio multiplied by the Closing Volume-Weighted Average Price; provided, however, that if (x) the product of the number of Cash Electing Company Shares and the Per Share Cash Election Consideration (such product being the “Cash Election Amount”) exceeds (y) the difference between (I) the product of the Per Share Cash Amount and the total number of shares of Company Common Stock (other than the shares to be cancelled in accordance with Section 2.01(b)) issued and outstanding immediately prior to the Effective Time minus (other than II) the product of the number of Mixed Consideration Electing Shares (including any shares of Non-Electing Company Common Stock to be canceled pursuant to Section 1.6(dShares) and the Per Share Cash Amount (such difference being the “Available Cash Election Amount”)) , then each Cash Electing Company Share shall be converted into the a right to receive (1) an amount of cash (without interest) equal to the product (rounded to two decimal places) of (p) the Per Share Cash Election Consideration and (q) a fraction, the numerator of which shall be the Available Cash Election Amount and the denominator of which shall be the Cash Election Amount (such fraction being the “Cash Fraction”) and (2) a number of validly issued, fully paid and non-assessable shares of Parent Common Stock equal to the product of (r) the Exchange Ratio and (s) one (1) minus the Cash Fraction. (C) Each share of Company Common Share multiplied by Stock with respect to which an election to receive only stock consideration (a “Stock Election”) is properly made and not revoked or lost pursuant to Section 2.03 (each, a “Stock Electing Company Share”) shall be converted (provided that the Cash Election Amount equals or exceeds the Available Cash Election Amount), into a number of shares of validly issued, fully paid and non-assessable shares of Parent Common Stock (the “Exchange Ratio (which Common Exchange Ratio is Ratio”), subject to adjustment as set forth in accordance with Section 1.82.01(c)(ii), equal to (i) the Mixed Election Stock Exchange Ratio plus (ii) the “quotient (rounded to four decimal places) of the Per Share Cash Amount divided by the Closing Volume-Weighted Average Price; provided, however, that if the Available Cash Election Amount exceeds the Cash Election Amount, then each Stock Electing Company Share shall be converted into the right to receive (1) an amount of cash (without interest) equal to the amount (rounded to two decimal places) of such excess divided by the number of Stock Electing Company Shares and (2) a number of validly issued, fully paid and non-assessable shares of Parent Common Stock Consideration” equal to the product (rounded to four decimal places) of (x) the Exchange Ratio and together with the Preferred Stock Consideration(y) a fraction, the numerator of which shall be the Per Share Cash Election Consideration minus the amount calculated in clause (1) of this paragraph and the denominator of which shall be the Per Share Cash Election Consideration. (ii) Notwithstanding anything in this Agreement to the contrary, if, from the date of this Agreement until the Effective Time, the outstanding shares of Parent Common Stock or Company Common Stock or the securities convertible into or exercisable for 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 reclassification, stock split (including a reverse stock split), recapitalization, split-up, combination, exchange of shares, readjustment, or other similar transaction, or a stock dividend or stock distribution thereon shall be declared with a record date within said period, the Merger Consideration and the Exchange Ratio and any other similarly dependent items, as the case may be, shall be appropriately adjusted to provide the holders of Company Common Stock the same economic effect as contemplated by this Agreement prior to such event. (iii) The shares of Parent Common Stock to be issued, and cash payable, upon the conversion of shares of Company Common Stock pursuant to this Section 2.01(c) and cash in lieu of fractional shares of Parent Common Stock as contemplated by Section 2.02(e), are referred to collectively as “Merger Consideration”). (c) All . As of the Effective Time, all such shares of Company Common Shares (other than Company Common Shares to Stock shall no longer be canceled pursuant to Section 1.6(d)) outstanding and shall automatically be canceled cancelled and retired and shall cease to exist, and each holder of a certificate theretofore representing any such shares of Company Common Stock or Company Book-Entry Shares (eacheither case being referred to in this Agreement, to the extent applicable, as a “Certificate”) or non-certificated Company Common Shares represented by book-entry (“Book-Entry Shares”) shall cease to have any rights with respect thereto, except the right to receive (i) receive, in accordance with Section 2.02, the Common Stock Merger Consideration and any other amounts therein provided, upon surrender of such Certificates or Book-Entry Shares in accordance with Section 2.1(c)Certificate, without interest (subject to any applicable withholding Tax specified in Section 2.2); and (ii) any dividends and other distributions in accordance with Section 2.1(g)interest. (d) Each Company Common Share owned by Parent or Merger Sub, or owned by any direct or indirect Subsidiary of any such Person, Notwithstanding anything in each case immediately prior this Agreement to the Effective Timecontrary, shall automatically be canceled and retired and cease to exist as of the Effective Time and no consideration shall be paid in exchange therefor. shares (e) Each share of 6.125% Series C Cumulative Redeemable Preferred Stock, par value $0.01 per share, of the Company (such shares, collectively, the “Company Preferred Stock”, and each, a “Company Preferred Share”, and the Company Preferred Shares collectively with the Company Common Shares, the “Company Appraisal Shares”) issued and of Company Common Stock that are outstanding immediately prior to the Effective Time and that are held by any Person who is entitled to demand and properly demands appraisal of such Appraisal Shares pursuant to, and who complies in all respects with, Section 262 of the DGCL (“Section 262”) shall not be converted into Merger Consideration as provided in Section 2.01(c), but rather the holders of Appraisal Shares shall be entitled to payment by the Surviving Corporation of the fair market value of such Appraisal Shares in accordance with Section 262; provided, however, that if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to receive appraisal under Section 262, then the Preferred Stock Consideration right of such holder to be paid the fair market value of such holder’s Appraisal Shares shall cease and such Appraisal Shares shall be canceled and cease deemed to existbe Mixed Consideration Electing Shares that have been converted as of the Effective Time into, and each holder of a certificate theretofore representing any Company Preferred Shares or non-certificated Company Preferred Shares represented by book-entry shall cease to have any rights with respect thereto, except become exchangeable solely for the right to receive receive, Merger Consideration as provided in Section 2.01(c). The Company shall serve prompt notice to Parent of any demands received by the Preferred Stock Consideration upon surrender Company for appraisal of any shares of Company Common Stock, and Parent shall have the right to participate in and direct all negotiations and Proceedings with respect to such certificates demands. Prior to the Effective Time, the Company shall not, without the prior written consent of Parent, make any payment with respect to, or book-entry sharessettle or offer to settle, any such demands, or agree to do any of the foregoing.

Effect on Capital Stock. (a) At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company or the holders of any of the following securities: (a) The limited liability company interests of Merger Sub issued and outstanding immediately prior to the Effective Timethereof, all of which shall be held by Parent, shall remain outstanding as limited liability company interests of the Surviving Entity, all of which shall continue to be held by Parent. (b) Each each share of common stock, par value $0.01 per share, of the Company (such shares, collectively, the “Company Common Stock”, and each, a “Company Common Share”) 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(d)) shall be converted into the right to receive an amount of Parent Common Stock equal to the product of one Company Common Share multiplied by the Common Exchange Ratio (which Common Exchange Ratio is subject to adjustment as set forth in Section 1.8) (the “Common Stock Consideration” and together with the Preferred Stock Consideration, the “Merger Consideration”). (c) All Company Common Shares (other than Company Common Shares to be canceled pursuant to Section 1.6(d)) shall be canceled and shall cease to exist, and each holder of a certificate theretofore representing any Company Common Shares (each, a “Certificate”) or non-certificated Company Common Shares represented by book-entry (“Book-Entry Shares”) shall cease to have any rights with respect thereto, except the right to receive (i) the Common Stock Consideration upon surrender of such Certificates or Book-Entry Shares in accordance with Section 2.1(c), without interest (subject to any applicable withholding Tax specified in Section 2.2); and (ii) any dividends and other distributions in accordance with Section 2.1(g). (d) Each Company Common Share owned by Parent or Merger Sub, or owned by any direct or indirect Subsidiary of any such Person, in each case immediately prior to the Effective Time, shall automatically be canceled and retired and cease to exist as of the Effective Time and no consideration shall be paid in exchange therefor. (e) Each share of 6.125% Series C Cumulative Redeemable Preferred Stock, par value $0.01 per share, of the Company (such shares, collectively, the “Company Preferred Stock”, and each, a “Company Preferred Share”, and the Company Preferred Shares collectively with the Company Common Shares, the “Company Shares”) issued and outstanding immediately prior to the Effective Time shall be converted into the right to receive .915 (the Preferred "Exchange Ratio") of a Class A Ordinary Share, par value $0.01 per share, of Parent ("Parent Ordinary Shares"), together with the associated purchase rights (the "Parent Rights") under the Parent Rights Agreement (as defined in Section 4.2) (which together with any cash in lieu of fractional Parent Ordinary Shares paid pursuant to Section 2.5 shall be the "Merger Consideration"). All Parent Ordinary Shares issued as Merger Consideration shall be validly issued, fully paid and non-assessable. Subject to the terms and conditions of this Agreement, Parent shall take such action as shall be necessary to issue the Parent Ordinary Shares to be received as Merger Consideration and cause them to be registered on its share register in the names of the holders of Company Common Stock Consideration submitting Certificates (as defined in Section 1.6(b)) in exchange therefor in accordance with the terms hereof. (b) As a result of the Merger and without any action on the part of the holders thereof, at the Effective Time, all shares of Company Common Stock shall cease to be outstanding and shall be canceled and retired and shall cease to exist, and each holder (other than Parent, Sub and the Company ) of a certificate theretofore representing which, immediately prior to the Effective Time, represented any such shares of Company Preferred Shares or non-certificated Company Preferred Shares represented by book-entry Common Stock (a "Certificate") shall thereafter cease to have any rights with respect theretoto such shares of Company Common Stock, except the right to receive the Preferred Stock applicable Merger Consideration in accordance with Article II upon the surrender of such certificates Certificate. (c) Each share of Company Common Stock issued and owned or book-entry sharesheld by Parent, Sub or the Company at the Effective Time shall, by virtue of the Merger, cease to be outstanding and shall be canceled and retired and no Parent Ordinary Shares or other consideration shall be delivered in exchange therefor. (d) Each share of common stock, par value $0.01 per share, of Sub ("Sub Common Stock") issued and outstanding immediately prior to the Effective Time shall be converted into and shall become one validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation ("Surviving Corporation Common Stock") as of the Effective Time, and the Surviving Corporation shall become a wholly owned direct or indirect subsidiary of Parent. (e) At the Effective Time, each outstanding option to purchase, right to receive or other equity grant whose value is derived from Company Common Stock (a "Company Stock Option") issued pursuant to the (i) NAC Re Corp. 1989 Stock Option Plan, (ii) NAC Re Corp. 1993 Stock Option Plan, (iii) NAC Re Corp. 1997 Incentive and Capital Accumulation Plan, (iv) Amended and Restated NAC Re Corp. Employee Stock Purchase Plan (the "Stock Purchase Plan"), (v) Amended and Restated Directors Stock Option Plan and (vi) the NAC Re United Kingdom Option Scheme (collectively, the "Company Stock Plans"), whether vested or unvested, shall be deemed to constitute an option to acquire, on the same terms and conditions as were applicable under such Company Stock Option (taking into account any acceleration of vesting as a result of the Merger), that number of Parent Ordinary Shares which the holder of such Company Stock Option would have been entitled to receive pursuant to the Merger if such holder had exercised such Company Stock Option in full immediately prior to the Effective Time (rounded down to the nearest whole share), at an exercise price per share equal to (y) the exercise price per share for the shares of Company Common Stock purchasable pursuant to such Company Stock Option divided by (z) the Exchange Ratio, rounded upwards to the nearest whole cent (a "Converted Option"). Notwithstanding the foregoing, in the case of any Company Stock Options to which Section 421 of the Code applies by reason of their qualification under Section 422 or 423 of the Code, the option price, the number of Parent Ordinary Shares purchasable upon exercise of such Company Stock Option and the terms and conditions of exercise thereof shall be determined in order to comply with Section 424(a) of the Code. Parent shall take such actions as are necessary for the assumption of the Company Stock Options pursuant to this Section 1.6(e), including the reservation, issuance and listing of Parent Ordinary Shares as are necessary to effectuate the transactions contemplated by this Section 1.6(e). Parent shall promptly prepare and file with the Securities and Exchange Commission (the "SEC") a registration statement on Form S-8 or other appropriate form with respect to Parent Ordinary Shares subject to Company Stock Options issued under such Company Stock Plans and shall use its best efforts to have such registration statement declared effective immediately following the Effective Time and to maintain the effectiveness of such registration statement or registration statements covering the Parent Ordinary Shares issuable upon exercise of such Company Stock Options (and maintain the current status of the prospectus or prospectuses contained therein) for so long as such Company Stock Options remain outstanding.

Effect on Capital Stock. (a) At the Effective Time, subject to the provisions of this ARTICLE II, each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares of Company Common Stock owned by Parent, Merger Sub, the Company, or any wholly owned Subsidiary of the Company or of Parent) shall, by virtue of the Merger and without any action on the part of Parentthe holder thereof, Merger Sub, the Company or the holders of any of the following securities: (a) The limited liability company interests of Merger Sub issued and outstanding immediately prior to the Effective Time, all of which shall be held by Parent, shall remain outstanding as limited liability company interests of the Surviving Entity, all of which shall continue to be held by Parent. (b) Each share of common stock, par value $0.01 per share, of the Company (such shares, collectively, the “Company Common Stock”, and each, a “Company Common Share”) 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(d)) shall be converted into and shall thereafter represent the right to receive an amount of Parent Common Stock equal to $41.10 plus the product of one Company Common Additional Per Share multiplied by the Common Exchange Ratio (which Common Exchange Ratio is subject to adjustment as set forth in Section 1.8) (the “Common Stock Consideration” and together with the Preferred Stock Consideration, if any, in cash, without interest (the “Merger Consideration”). (cb) All From and after the Effective Time, none of the Company Common Shares (other than Stock converted into the Merger Consideration pursuant to this ARTICLE II shall remain outstanding and such Company Common Shares to Stock shall automatically be canceled pursuant to Section 1.6(d)) shall be canceled cancelled and retired and shall cease to exist, and each holder of a certificate theretofore previously representing any such Company Common Shares Stock or shares of Company Common Stock that are in non-certificated book-entry form (eacheither case being referred to in this Agreement, to the extent applicable, as a “Certificate”) or non-certificated Company Common Shares represented by book-entry (“Book-Entry Shares”) shall thereafter cease to have any rights with respect theretoto such Securities, except the right to receive the consideration to which such holder may be entitled pursuant to this Section 2.6. (ic) If at any time during the period between the date of this Agreement and the Effective Time, any change in the outstanding shares of Securities of the Company shall occur by reason of any reclassification, recapitalization, stock split or combination, exchange or readjustment of shares, or any stock dividend thereon with a record date during such period, the Merger Consideration and any other similarly dependent items shall be appropriately adjusted to provide the holders of Company Common Stock Consideration upon surrender the same economic effect as contemplated by this Agreement prior to such event. Nothing in this Section 2.6(c) shall be construed to require or permit the Company to take any action that is otherwise prohibited or restricted by any other provision of such Certificates or Book-Entry Shares in accordance with Section 2.1(c), without interest (subject to any applicable withholding Tax specified in Section 2.2); and (ii) any dividends and other distributions in accordance with Section 2.1(g)this Agreement. (d) Each Company Common Share owned by Parent or Merger Sub, or owned by any direct or indirect Subsidiary of any such Person, in each case immediately prior to At the Effective Time, shall automatically all shares of Company Common Stock that are owned by Parent, Merger Sub or the Company shall, by virtue of the Merger and without any action on the part of the holder thereof, be canceled cancelled and retired and shall cease to exist as of the Effective Time and no cash or other consideration shall be paid delivered in exchange therefor. (e) Each share of 6.125% Series C Cumulative Redeemable Preferred StockAt the Effective Time, par value $0.01 per share, of the Company (such shares, collectively, the “Company Preferred Stock”, and each, a “Company Preferred Share”, and the Company Preferred Shares collectively with the Company Common Shares, the “Company Shares”) each issued and outstanding immediately prior to share of common stock of Merger Sub shall, by virtue of the Effective Time shall Merger and without any action on the part of the holder thereof, be converted into and become one fully paid and nonassessable share of common stock of the right to receive the Preferred Stock Consideration and shall be canceled and cease to exist, and each holder of a certificate theretofore representing any Company Preferred Shares or non-certificated Company Preferred Shares represented by book-entry shall cease to have any rights with respect thereto, except the right to receive the Preferred Stock Consideration upon surrender of such certificates or book-entry sharesSurviving Corporation.

Effect on Capital Stock. (a) At the Effective Time, by virtue of the Merger and without any action on the part of Parentthe holder thereof, Merger Subeach share of Company Common Stock issued and outstanding immediately prior to the Effective Time (excluding any Company Restricted Shares and Excluded Shares) shall be converted into the right to receive (i) 0.4062 (the "Exchange Ratio") validly issued, fully paid and non-assessable shares of Parent Common Stock (the "Stock Consideration") and (ii) $1.50 in cash (the "Per Share Cash Amount"), without interest, together with any cash in lieu of fractional shares of Parent Common Stock to be paid pursuant to Section 2.5 (such shares and cash, the Company or "Base Merger Consideration"). The Exchange Ratio and Base Merger Consideration shall be subject to adjustment pursuant to Section 1.10 (as so adjusted, the "Merger Consideration"). (b) As a result of the Merger and without any action on the part of the holders thereof, at the Effective Time, all shares of Company Common Stock (other than Company Restricted Shares and Excluded Shares) shall cease to be outstanding and shall be canceled and retired, and each certificate that immediately prior to the Effective Time represented any such shares of Company Common Stock (the "Certificates") shall thereafter represent only the right to receive the Merger Consideration with respect to the shares of Company Common Stock (other than Company Restricted Shares and Excluded Shares) formerly represented thereby, and any dividends or other distributions to which the holders thereof are entitled pursuant to Section 2.3. (c) Each Excluded Share at the Effective Time shall, by virtue of the following securities:Merger and without any action on the part of the holder thereof, cease to be outstanding and shall be canceled and retired and no stock of Parent or other consideration shall be delivered in exchange therefor. (ad) The At the Effective Time, each limited liability company interests interest of Merger Sub issued and outstanding immediately prior to the Effective Time, all of which Time shall continue to be held by Parent, issued and outstanding and shall remain constitute the only issued and outstanding as limited liability company interests of the Surviving Entity, all of which shall continue to be held by Parent. (b) Each share of common stock, par value $0.01 per share, of the Company (such shares, collectively, the “Company Common Stock”, and each, a “Company Common Share”) 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(d)) shall be converted into the right to receive an amount of Parent Common Stock equal to the product of one Company Common Share multiplied by the Common Exchange Ratio (which Common Exchange Ratio is subject to adjustment as set forth in Section 1.8) (the “Common Stock Consideration” and together with the Preferred Stock Consideration, the “Merger Consideration”). (c) All Company Common Shares (other than Company Common Shares to be canceled pursuant to Section 1.6(d)) shall be canceled and shall cease to exist, and each holder of a certificate theretofore representing any Company Common Shares (each, a “Certificate”) or non-certificated Company Common Shares represented by book-entry (“Book-Entry Shares”) shall cease to have any rights with respect thereto, except the right to receive (i) the Common Stock Consideration upon surrender of such Certificates or Book-Entry Shares in accordance with Section 2.1(c), without interest (subject to any applicable withholding Tax specified in Section 2.2); and (ii) any dividends and other distributions in accordance with Section 2.1(g). (d) Each Company Common Share owned by Parent or Merger Sub, or owned by any direct or indirect Subsidiary of any such Person, in each case immediately prior to the Effective Time, shall automatically be canceled and retired and cease to exist as of the Effective Time and no consideration shall be paid in exchange therefor. (e) Each share of 6.125% Series C Cumulative Redeemable Preferred Stock, par value $0.01 per share, of the Company (such shares, collectively, the “Company Preferred Stock”, and each, a “Company Preferred Share”, and the Company Preferred Shares collectively with the Company Common Shares, the “Company Shares”) issued and outstanding immediately prior to the Effective Time shall be converted into the right to receive the Preferred Stock Consideration and shall be canceled and cease to exist, and each holder of a certificate theretofore representing any Company Preferred Shares or non-certificated Company Preferred Shares represented by book-entry shall cease to have any rights with respect thereto, except the right to receive the Preferred Stock Consideration upon surrender of such certificates or book-entry shares.

Effect on Capital Stock. At As of the Effective Time, by virtue of the Merger and without any action on the part of ParentCompany, Purchaser, Merger Sub, the Company Sub or the holders any holder of any shares of the following securitiesCompany Common Stock: (a) The limited liability company interests All shares of Company Common Stock that are held by Purchaser or Merger Sub immediately prior to the Effective Time, by virtue of the Merger and without any action on the part of the holder thereof, shall be canceled and shall cease to exist and no cash, shares of common stock, $0.01 par value, of Purchaser (“Purchaser Common Stock”) or other consideration shall be delivered in exchange therefor. (b) Each share of Company Common Stock issued and outstanding immediately prior to the Effective TimeTime (other than (i) shares of Company Common Stock that are held by Company as treasury stock (the “Company Treasury Shares”), (ii) shares of Company Common Stock beneficially owned by Purchaser or Merger Sub, (iii) shares of Company Common Stock beneficially owned by any Subsidiary of either Company or Purchaser (other than Merger Sub) and (iv) Dissenting Shares) shall be converted at the Effective Time into the right to receive $92.00 in cash, without interest (the “Merger Consideration”). Upon such conversion, all such shares of which Company Common Stock shall no longer be held by Parentoutstanding and shall automatically be canceled and shall cease to exist, and each Company Certificate (as defined in Section 1.10) or Book-Entry Share (as defined in Section 1.10) shall remain outstanding as limited liability company interests thereafter represent the right to receive the Merger Consideration upon the surrender of the Surviving Entity, all of which shall continue to be held by ParentCompany Certificate or Book-Entry Share in accordance with the terms hereof. (bc) Each share of common stock, par value $0.01, of Merger Sub outstanding immediately prior to the Effective Time shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, of the Company (such shares, collectively, the “Company Common Stock”, and each, a “Company Common Share”) 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(d)) shall be converted into the right to receive an amount of Parent Common Stock equal to the product of one Company Common Share multiplied by the Common Exchange Ratio (which Common Exchange Ratio is subject to adjustment as set forth in Section 1.8) (the “Common Stock Consideration” and together with the Preferred Stock Consideration, the “Merger Consideration”). (c) All Company Common Shares (other than Company Common Shares to be canceled pursuant to Section 1.6(d)) shall be canceled and shall cease to exist, and each holder of a certificate theretofore representing any Company Common Shares (each, a “Certificate”) or non-certificated Company Common Shares represented by book-entry (“Book-Entry Shares”) shall cease to have any rights with respect thereto, except the right to receive (i) the Common Stock Consideration upon surrender of such Certificates or Book-Entry Shares in accordance with Section 2.1(c), without interest (subject to any applicable withholding Tax specified in Section 2.2); and (ii) any dividends and other distributions in accordance with Section 2.1(g)Surviving Corporation. (d) Each share of Company Common Share owned by Parent or Merger Sub, or Stock beneficially owned by any direct or indirect Subsidiary of any such Person, in each case immediately prior to the Effective Time, shall automatically be canceled and retired and cease to exist as of the Effective Time and no consideration shall be paid in exchange therefor. either Company or Purchaser (eother than Merger Sub) Each share of 6.125% Series C Cumulative Redeemable Preferred Stock, par value $0.01 per share, of the Company (such shares, collectively, the “Company Preferred Stock”, and each, a “Company Preferred Share”, and the Company Preferred Shares collectively with the Company Common Shares, the “Company Shares”) issued and outstanding immediately prior to the Effective Time shall be converted into such number of shares of stock of the right Surviving Corporation such that each Subsidiary owns the same percentage of the outstanding capital stock of the Surviving Corporation immediately following the Effective Time as such Subsidiary owned in Company immediately prior to receive the Preferred Stock Consideration and Effective Time. (e) Each of the Company Treasury Shares shall continue to be canceled and cease to exist, and each holder held as shares in the treasury of a certificate theretofore representing any Company Preferred Shares or non-certificated Company Preferred Shares represented by book-entry shall cease to have any rights with respect thereto, except the right to receive the Preferred Stock Consideration upon surrender of such certificates or book-entry sharesSurviving Corporation.

Effect on Capital Stock. At the Effective Time, the Merger shall have the following effects on the capital stock of the Company and Newco, without any action on the part of the holder of any capital stock of the Company or Newco: (a) Conversion of the Company Shares. Subject to the provisions of this Section 2.1 and Section 2.3, each share of common stock, $0.01 par value, of the Company (each a "Company Share" and collectively the "Company Shares") issued and outstanding immediately prior to the Effective Time (but not including any Dissenting Shares (as defined below) and any Company Shares that are owned by (i) Parent, Newco or any other direct or indirect Subsidiary of Parent or (ii) by the Company (the "Excluded Company Shares")) shall, by virtue of the Merger and without any action on the part of Parentthe holder thereof, Merger Sub, the Company or the holders of any of the following securities: (a) The limited liability company interests of Merger Sub issued and outstanding immediately prior to the Effective Time, all of which shall be held by Parent, shall remain outstanding as limited liability company interests of the Surviving Entity, all of which shall continue to be held by Parent. (b) Each share of common stock, par value $0.01 per share, of the Company (such shares, collectively, the “Company Common Stock”, and each, a “Company Common Share”) 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(d)) shall be converted into the right to receive (i) $20.00 in cash (the "Cash Consideration"), (ii) 0.3226 (the "Exchange Ratio") of a Parent Common Share (the "Share Consideration" and, together with the Cash Consideration, the "Merger Consideration") and (iii), in the event the Effective Time does not occur on or before the record date for the regular quarterly dividend on Parent Common Shares payable in December 2001 (the "December 2001 Dividend") and/or March 2002 (the "March 2002 Dividend"), as the case may be, and such failure was not the result of a failure by the Company to perform or observe in any material respect any of its obligations under this Agreement, an amount of Parent Common Stock in cash equal to the product December 2001 Dividend and/or the March 2002 Dividend, as the case may be, payable in respect of one Company a Parent Common Share multiplied by the Common Exchange Ratio (which Common Exchange Ratio is subject to adjustment as set forth in Section 1.8) (the “Common Stock Consideration” and together with the Preferred Stock Consideration, the “Merger Consideration”). (c) All Company Common Shares (other than Company Common Shares to be canceled pursuant to Section 1.6(d)) sum shall be canceled and shall cease to exist, and each holder of a certificate theretofore representing any Company Common Shares (each, a “Certificate”) or non-certificated Company Common Shares represented by book-entry (“Book-Entry Shares”) shall cease to have any rights with respect thereto, except the right to receive (i) the Common Stock Consideration upon surrender of such Certificates or Book-Entry Shares in accordance with Section 2.1(c), without interest (subject to any applicable withholding Tax specified in Section 2.2); and (ii) any dividends and other distributions in accordance with Section 2.1(g). (d) Each Company Common Share owned by Parent or Merger Sub, or owned by any direct or indirect Subsidiary of any such Person, in each case immediately prior to the Effective Time, shall automatically be canceled and retired and cease to exist as part of the Effective Time and Cash Consideration). "Parent Common Share" shall mean the common shares, no consideration shall be paid in exchange therefor. (e) Each share of 6.125% Series C Cumulative Redeemable Preferred Stock, par value $0.01 per sharevalue, of the Company (such shares, collectively, the “Company Preferred Stock”, and each, a “Company Preferred Share”, and the Company Preferred Shares collectively with the Company Common Shares, the “Company Shares”) issued and outstanding immediately prior to the Effective Time shall be converted into the right to receive the Preferred Stock Consideration and shall be canceled and cease to exist, and each holder of a certificate theretofore representing any Company Preferred Shares or non-certificated Company Preferred Shares represented by book-entry shall cease to have any rights with respect thereto, except the right to receive the Preferred Stock Consideration upon surrender of such certificates or book-entry sharesParent.

Effect on Capital Stock. (a) At the Effective Time, subject to the other provisions of Articles I and II, each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares of Company Common Stock to be canceled pursuant to Section 1.4(d) and any shares of Company Common Stock covered under Section 1.5) shall, by virtue of the Merger this Agreement and without any action on the part of the holder thereof, be converted into and shall thereafter represent the right to receive .1191 (the “Exchange Ratio”) of a share of validly issued, fully paid and non-assessable shares of Parent Common Stock (the “Merger Consideration”). (b) From and after the Effective Time, all of the shares of Company Common Stock converted into the right to receive the Merger Consideration pursuant to this Article I shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist, and each holder of (x) a certificate (each a “Certificate”) or (y) non-certificated shares represented by book-entry (“Book-Entry Shares”) previously representing any such shares of Company Common Stock shall thereafter cease to have any rights with respect to such securities, except the right to receive (i) the Merger Consideration, (ii) any dividends or other distributions with a record date prior to the Effective Time which have been declared by the Company in accordance with this Agreement and which remain unpaid at the Effective Time, and any dividends and other distributions in accordance with Section 2.1(f) and (iii) any cash to be paid in lieu of any fractional share of Parent Common Stock in accordance with Section 2.2. (c) If at any time during the period between the date of this Agreement and the Effective Time, any change in the outstanding shares of capital stock of Parent or the Company shall occur by reason of any reclassification, recapitalization, stock split or combination, exchange or readjustment of shares, or any stock dividend thereon with a record date during such period, the Merger Consideration, the Exchange Ratio and any other similarly dependent items, as the case may be, shall be appropriately adjusted to provide the holders of shares of Company Common Stock the same economic effect as contemplated by this Agreement prior to such event; provided that (i) nothing in this Section 1.4 shall be construed to permit the Company or Parent to take any action with respect to its securities that is otherwise prohibited by the terms of this Agreement and (ii) cash dividends and grants of equity compensation not prohibited by the terms hereof shall not result in any adjustment to the Exchange Ratio. (d) At the Effective Time, all shares of Company Common Stock that are owned by Parent, Merger Sub, Subsidiary or the Company or the holders of any of their respective direct or indirect wholly-owned Subsidiaries (the following securities:“Cancelled Shares”) shall be cancelled and retired and shall cease to exist and no stock of Parent, cash or other consideration shall be delivered in exchange therefor. For the avoidance of doubt, this Section 1.4(d) shall not apply to shares of Company Common Stock held in trust or otherwise set aside from shares held in the Company’s treasury pursuant to a Company Benefit Plan (as such term is defined in Section 3.15). (ae) The limited liability company interests At the Effective Time, each issued and outstanding share of common stock, par value $0.01 per share, of Merger Sub Subsidiary issued and outstanding immediately prior to the Effective Time, all of which shall be held by Parent, Time shall remain outstanding as limited liability company interests of the Surviving Entity, all of which shall continue to be held by Parent. (b) Each one fully paid and nonassessable share of common stock, par value $0.01 per share, of the Company (such shares, collectively, the “Company Common Stock”, and each, a “Company Common Share”) 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(d)) shall be converted into the right to receive an amount of Parent Common Stock equal to the product of one Company Common Share multiplied by the Common Exchange Ratio (which Common Exchange Ratio is subject to adjustment as set forth in Section 1.8) (the “Common Stock Consideration” and together with the Preferred Stock Consideration, the “Merger Consideration”)Surviving Corporation. (c) All Company Common Shares (other than Company Common Shares to be canceled pursuant to Section 1.6(d)) shall be canceled and shall cease to exist, and each holder of a certificate theretofore representing any Company Common Shares (each, a “Certificate”) or non-certificated Company Common Shares represented by book-entry (“Book-Entry Shares”) shall cease to have any rights with respect thereto, except the right to receive (i) the Common Stock Consideration upon surrender of such Certificates or Book-Entry Shares in accordance with Section 2.1(c), without interest (subject to any applicable withholding Tax specified in Section 2.2); and (ii) any dividends and other distributions in accordance with Section 2.1(g). (d) Each Company Common Share owned by Parent or Merger Sub, or owned by any direct or indirect Subsidiary of any such Person, in each case immediately prior to the Effective Time, shall automatically be canceled and retired and cease to exist as of the Effective Time and no consideration shall be paid in exchange therefor. (e) Each share of 6.125% Series C Cumulative Redeemable Preferred Stock, par value $0.01 per share, of the Company (such shares, collectively, the “Company Preferred Stock”, and each, a “Company Preferred Share”, and the Company Preferred Shares collectively with the Company Common Shares, the “Company Shares”) issued and outstanding immediately prior to the Effective Time shall be converted into the right to receive the Preferred Stock Consideration and shall be canceled and cease to exist, and each holder of a certificate theretofore representing any Company Preferred Shares or non-certificated Company Preferred Shares represented by book-entry shall cease to have any rights with respect thereto, except the right to receive the Preferred Stock Consideration upon surrender of such certificates or book-entry shares.

Effect on Capital Stock. At Subject to the terms and conditions of this Agreement, at the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger SubArrangement, the Company or the holders of any of the following securitiesshall occur: (a) The limited liability company interests EXCHANGE OF COMPANY COMMON SHARES. Each outstanding capital share of Merger Sub the Company (each a "COMPANY COMMON SHARE" and collectively, the "COMPANY COMMON SHARES") issued and outstanding immediately prior to the Effective Time, all of which shall be held by Parent, shall remain outstanding as limited liability company interests of the Surviving Entity, all of which shall continue to be held by Parent. (b) Each share of common stock, par value $0.01 per share, of the Company (such shares, collectively, the “Company Common Stock”, and each, a “Company Common Share”) 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(d)) shall be converted into the right to receive an amount of Parent Common Stock equal to the product of one Company Common Share multiplied by the Common Exchange Ratio (which Common Exchange Ratio is subject to adjustment as set forth in Section 1.8) (the “Common Stock Consideration” and together with the Preferred Stock Consideration, the “Merger Consideration”). (c) All Company Common Shares (other than Company Common Shares to be canceled pursuant to Section 1.6(d1.6(b) and any Dissenting Shares (as defined in and to the extent provided in Section 1.5(a)), will, after giving effect to the Amalgamation, be automatically exchanged (subject to Section 1.4(e)) shall with Canadian Sub for 0.165017 shares of Common Stock, $0.001 par value per share, of Parent (the "PARENT COMMON STOCK") (the "EXCHANGE RATIO") (which reflects the two-for-one stock split effected as a stock dividend to be canceled and shall cease to existpaid by Parent (the "STOCK SPLIT") on February 18, and each holder 2000) upon surrender of the certificate representing such Company Common Share in the manner provided in Section 1.6 (or in the case of a certificate theretofore representing lost, stolen or destroyed certificate, upon delivery of an affidavit (and bond, if required) in the manner provided in Section 1.8). In no event will Parent be required to issue more than 2,563,273 shares of Parent Common Stock in connection with the Arrangement, inclusive of shares of Parent Common Stock issuable in connection with the assumption of warrants, options or other rights to acquire Company Common Shares as required by this Agreement. If any Company Common Shares (each, a “Certificate”) or non-certificated Company Common Shares represented by book-entry (“Book-Entry Shares”) shall cease to have any rights with respect thereto, except the right to receive (i) the Common Stock Consideration upon surrender of such Certificates or Book-Entry Shares in accordance with Section 2.1(c), without interest (subject to any applicable withholding Tax specified in Section 2.2); and (ii) any dividends and other distributions in accordance with Section 2.1(g). (d) Each Company Common Share owned by Parent or Merger Sub, or owned by any direct or indirect Subsidiary of any such Person, in each case immediately prior to the Effective Time, shall automatically be canceled and retired and cease to exist as of the Effective Time and no consideration shall be paid in exchange therefor. (e) Each share of 6.125% Series C Cumulative Redeemable Preferred Stock, par value $0.01 per share, of the Company (such shares, collectively, the “Company Preferred Stock”, and each, a “Company Preferred Share”, and the Company Preferred Shares collectively with the Company Common Shares, the “Company Shares”) issued and outstanding immediately prior to the Effective Time shall are unvested or are subject to a repurchase option, risk of forfeiture or other condition under any applicable restricted shares purchase agreement or other agreement with Company, then the shares of Parent Common Stock issued in exchange for such Company Common Shares will also be converted into unvested and subject to the right to receive the Preferred Stock Consideration and shall be canceled and cease to existsame repurchase option, risk of forfeiture or other condition, and each holder the certificates representing such shares of a certificate theretofore representing Parent Common Stock may accordingly be marked with appropriate legends. Company shall take all action that may be necessary to ensure that, from and after the Effective Time, Parent is entitled to exercise any Company Preferred Shares such repurchase option or non-certificated Company Preferred Shares represented by book-entry shall cease to have other right set forth in any rights with respect thereto, except the right to receive the Preferred Stock Consideration upon surrender of such certificates restricted shares purchase agreement or book-entry shares.other

Effect on Capital Stock. At Subject to the provisions of this Agreement: (a) immediately prior to the Effective Time, each share of Company Preferred Stock that is issued and outstanding immediately prior to the Effective Time shall automatically convert into a number of shares of Company Common Stock in accordance with Section 6(b)(2) of the Certificate of Designations. All of the shares of Company Preferred Stock converted into shares of Company Common Stock shall no longer be outstanding and shall cease to exist, and each holder of Company Preferred Stock shall thereafter cease to have any rights with respect to such securities; (b) at the Effective Time, by virtue of the Merger and without any action on the part of Parentany Acquiror Stockholder, each share of Company Common Stock (including shares of Company Common Stock resulting from the conversion of Company Preferred Stock described in Section 3.01(a)) that is issued and outstanding immediately prior to the Effective Time (other than the Dissenting Shares), shall thereupon be converted into, and the holder of such share of Company Common Stock shall be entitled to receive, (1) the number of shares of Acquiror Common Stock equal to the Exchange Ratio (the “Per Share Merger SubConsideration”), (2) a number of shares of Acquiror Common Stock issuable pursuant to Section 3.06(a), if any, and (3) a number of shares of Acquiror Common Stock issuable pursuant to Section 3.06(b), if any. All of the shares of Company or Common Stock converted into the holders right to receive the Per Share Merger Consideration pursuant to this Section 3.01(b) shall no longer be outstanding and shall cease to exist, and each holder of Company Common Stock shall thereafter cease to have any rights with respect to such securities, except the right to receive the Per Share Merger Consideration into which such shares of Company Common Stock shall have been converted in the Merger; (c) at the Effective Time, by virtue of the Merger and without any action on the part of any holder thereof, each share of the following securities: (a) The limited liability company interests common stock, par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time, all of which Time shall no longer be held by Parent, outstanding and shall remain outstanding as limited liability company interests of the Surviving Entity, all of which shall continue to thereupon be held by Parent. (b) Each converted into and become one validly issued fully paid and non-assessable share of common stock, par value $0.01 per share, of the Surviving Company (and all such shares, collectively, shares shall constitute the “only outstanding shares of capital stock of the Surviving Company Common Stock”, and each, a “Company Common Share”) issued and outstanding as of immediately prior to following the Effective Time Time; and (other than d) at the Effective Time, by virtue of the Merger and without any shares action on the part of any holder thereof, each share of Company Common Stock to be canceled pursuant to Section 1.6(d)) shall be converted into the right to receive an amount of Parent Common Stock equal to the product of one and Company Common Share multiplied by the Common Exchange Ratio (which Common Exchange Ratio is subject to adjustment as set forth in Section 1.8) (the “Common Stock Consideration” and together with the Preferred Stock Consideration, held in the “Merger Consideration”). (c) All Company Common Shares (other than Company Common Shares to be canceled pursuant to Section 1.6(d)) shall be canceled and shall cease to exist, and each holder of a certificate theretofore representing any Company Common Shares (each, a “Certificate”) or non-certificated Company Common Shares represented by book-entry (“Book-Entry Shares”) shall cease to have any rights with respect thereto, except the right to receive (i) the Common Stock Consideration upon surrender of such Certificates or Book-Entry Shares in accordance with Section 2.1(c), without interest (subject to any applicable withholding Tax specified in Section 2.2); and (ii) any dividends and other distributions in accordance with Section 2.1(g). (d) Each Company Common Share owned by Parent or Merger Sub, or owned by any direct or indirect Subsidiary of any such Person, in each case immediately prior to the Effective Time, shall automatically be canceled and retired and cease to exist as of the Effective Time and no consideration shall be paid in exchange therefor. (e) Each share of 6.125% Series C Cumulative Redeemable Preferred Stock, par value $0.01 per share, treasury of the Company (such shares, collectively, the “Company Preferred Stock”, and each, a “Company Preferred Share”, and the Company Preferred Shares collectively with the Company Common Shares, the “Company Shares”) issued and outstanding immediately prior to the Effective Time shall be converted into the right to receive the Preferred Stock Consideration cancelled without any conversion thereof and no payment or distribution shall be canceled and cease to exist, and each holder of a certificate theretofore representing any Company Preferred Shares or non-certificated Company Preferred Shares represented by book-entry shall cease to have any rights made with respect thereto, except the right to receive the Preferred Stock Consideration upon surrender of such certificates or book-entry shares.

Effect on Capital Stock. (a) At the Effective Time, by virtue of the Merger and without any further action on the part of Central, Merger Sub, East or any holder of capital stock thereof: (i) each share of common stock, $0.01 par value, of East (the “East Common Stock”) held immediately prior to the Effective Time by Central, Merger Sub or any of Central’s other Subsidiaries (together with Merger Sub, the “Central Subsidiaries”), or by East or any of East’s Subsidiaries (the “East Subsidiaries”) (collectively, the “Excluded Shares”), shall be canceled and retired and shall cease to exist, and no consideration shall be delivered in exchange therefor; and (ii) subject to Section 1.6(b) and Section 1.6(c), each share of East Common Stock issued and outstanding (other than Excluded Shares) immediately prior to the Effective Time shall be converted into the right to receive from Central 0.5165 fully paid and nonassessable shares of common stock, $0.10 par value, of Central (the “Central Common Stock”). The number of shares of Central Common Stock into which each share of East Common Stock shall be converted, as specified in Section 1.6(a)(ii) (as such number may be adjusted in accordance with Section 1.6(b)), is referred to as the “Exchange Ratio.” The aggregate number of shares of Central Common Stock issuable pursuant to Section 1.6(a)(ii), together with any cash to be paid in lieu of any fractional shares of Central Common Stock in accordance with Section 1.6(c), is referred to as the “Merger Consideration.” (b) Without limiting the parties’ respective obligations under Section 4.1 and Section 4.2, including Section 4.1(b)(i) and Section 4.2(b)(i), if, during the period between the date of this Agreement and the Effective Time, any change in the outstanding shares of East Common Stock or Central Common Stock shall occur as a result of any reclassification, recapitalization, stock split (including reverse stock split), merger, combination, exchange or readjustment of shares, subdivision or other similar transaction, or any stock dividend thereon with a record date during such period, then the Exchange Ratio and any other amounts payable pursuant to this Agreement shall be appropriately adjusted to eliminate the effect of such event on the Exchange Ratio or any such other amounts payable pursuant to this Agreement. (c) No fractional shares of Central Common Stock shall be issued in connection with the Merger, and no certificates or scrip for any such fractional shares shall be issued, and such fractional share interests shall not entitle the owner thereof to vote or to any rights as a holder of Central Common Stock. Any holder of East Common Stock who would otherwise be entitled to receive a fraction of a share of Central Common Stock pursuant to the Merger (after taking into account all shares of East Common Stock held immediately prior to the Effective Time by such holder) shall, in lieu of such fraction of a share and upon surrender of such holder’s East Stock Certificate(s) or Book-Entry Common Shares, be paid in cash the dollar amount specified by Section 1.8(f). (d) At the Effective Time, by virtue of the Merger and without any action on the part of ParentCentral, Merger Sub, the Company East or the holders any holder of any capital stock thereof, each share of the following securities: (a) The limited liability company interests capital stock of Merger Sub issued and outstanding immediately prior to the Effective Time, all of which Time shall be held by Parentconverted into and become one validly issued, shall remain outstanding as limited liability company interests of the Surviving Entity, all of which shall continue to be held by Parent. (b) Each fully paid and nonassessable share of common stock, par value $0.01 per share, of the Company (such shares, collectively, Surviving Corporation and shall constitute the “Company Common Stock”, and each, a “Company Common Share”) issued and only outstanding shares of capital stock of the Surviving Corporation immediately prior to following the Effective Time (other than any shares of Company Common Stock to be canceled pursuant to Section 1.6(d)) shall be converted into the right to receive an amount of Parent Common Stock equal to the product of one Company Common Share multiplied by the Common Exchange Ratio (which Common Exchange Ratio is subject to adjustment as set forth in Section 1.8) (the “Common Stock Consideration” Time. From and together with the Preferred Stock Consideration, the “Merger Consideration”). (c) All Company Common Shares (other than Company Common Shares to be canceled pursuant to Section 1.6(d)) shall be canceled and shall cease to exist, and each holder of a certificate theretofore representing any Company Common Shares (each, a “Certificate”) or non-certificated Company Common Shares represented by book-entry (“Book-Entry Shares”) shall cease to have any rights with respect thereto, except the right to receive (i) the Common Stock Consideration upon surrender of such Certificates or Book-Entry Shares in accordance with Section 2.1(c), without interest (subject to any applicable withholding Tax specified in Section 2.2); and (ii) any dividends and other distributions in accordance with Section 2.1(g). (d) Each Company Common Share owned by Parent or Merger Sub, or owned by any direct or indirect Subsidiary of any such Person, in each case immediately prior to after the Effective Time, all certificates representing the common stock of Merger Sub shall automatically be canceled and retired and cease deemed for all purposes to exist as represent the number of shares of common stock of the Effective Time and no consideration shall be paid Surviving Corporation into which they were converted in exchange therefor. (e) Each share of 6.125% Series C Cumulative Redeemable Preferred Stock, par value $0.01 per share, of the Company (such shares, collectively, the “Company Preferred Stock”, and each, a “Company Preferred Share”, and the Company Preferred Shares collectively accordance with the Company Common Shares, the “Company Shares”) issued and outstanding immediately prior to the Effective Time shall be converted into the right to receive the Preferred Stock Consideration and shall be canceled and cease to exist, and each holder of a certificate theretofore representing any Company Preferred Shares or non-certificated Company Preferred Shares represented by book-entry shall cease to have any rights with respect thereto, except the right to receive the Preferred Stock Consideration upon surrender of such certificates or book-entry sharespreceding sentence.

Effect on Capital Stock. (a) At the Effective Time, by virtue of the Merger and without any action on the part of the holder thereof, each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares of Company Common Stock owned by Parent or Merger Sub or held by the Company, all of which shall be canceled as provided in Section 1.8(d)), together with the associated Company Rights (as defined in Section 3.2(b)), shall be converted into 1.4 validly issued, fully paid and non-assessable shares of Parent Common Stock (the "Exchange Ratio") and the associated Parent Rights (as defined in Section 3.1(b)) (together with any cash in lieu of fractional shares of Parent Common Stock to be paid pursuant to Section 2.5, the "Common Stock Merger Consideration"). (b) At the Effective Time, by virtue of the Merger and without any action on the part of the holder thereof, each share of Company Convertible Preferred Stock issued and outstanding immediately prior to the Effective Time shall, except as provided in Section 1.12 with respect to the shares of Company Convertible Preferred Stock as to which appraisal rights have been exercised, be converted into the right to receive one share of Parent Convertible Preferred Stock (the "Preferred Merger Consideration" and together with the Common Stock Merger Consideration, the "Merger Consideration") having terms substantially as set forth in the form of the Series A Convertible Perpetual Preferred Stock Certificate of Designations attached as Exhibit 1.8(b) hereto. Prior to the Closing, Parent shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Parent Common Stock for delivery upon conversion of the Parent Convertible Preferred Stock. (c) As a result of the Merger and without any action on the part of the holders thereof, at the Effective Time, all shares of Company Common Stock (together with the associated Company Rights) and Company Convertible Preferred Stock shall cease to be outstanding and shall be canceled and retired and shall cease to exist, and each holder of a certificate or certificates which immediately prior to the Effective Time represented any such shares of Company Common Stock ("Common Certificates") or of Company Convertible Preferred Stock ("Preferred Certificates" and together with the Common Certificates, the "Certificates") shall thereafter cease to have any rights with respect to such shares of Company Common Stock (together with the associated Company Rights) or Company Convertible Preferred Stock, respectively, except as provided herein or by law. (d) Each share of Company Common Stock and Company Convertible Preferred Stock owned by Parent, Merger Sub, Sub or any other wholly-owned Subsidiary of Parent or held by the Company or at the holders of any Effective Time shall, by virtue of the following securities:Merger, cease to be outstanding and shall be canceled and retired and no stock of Parent or other consideration shall be delivered in exchange therefor. (ae) The limited liability company interests At the Effective Time, by virtue of the Merger and without any action on the part of the holder thereof, each share of common stock, par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time, all of which shall be held by Parentconverted into one validly issued, shall remain outstanding as limited liability company interests of the Surviving Entity, all of which shall continue to be held by Parent. (b) Each fully paid and non-assessable share of common stock, par value $0.01 2.00 per share, of the Company (such shares, collectively, the “Company Common Stock”, and each, a “Company Common Share”) 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(d)) shall be converted into the right to receive an amount of Parent Common Stock equal to the product of one Company Common Share multiplied by the Common Exchange Ratio (which Common Exchange Ratio is subject to adjustment as set forth in Section 1.8) (the “Common Stock Consideration” and together with the Preferred Stock Consideration, the “Merger Consideration”)Surviving Corporation. (c) All Company Common Shares (other than Company Common Shares to be canceled pursuant to Section 1.6(d)) shall be canceled and shall cease to exist, and each holder of a certificate theretofore representing any Company Common Shares (each, a “Certificate”) or non-certificated Company Common Shares represented by book-entry (“Book-Entry Shares”) shall cease to have any rights with respect thereto, except the right to receive (i) the Common Stock Consideration upon surrender of such Certificates or Book-Entry Shares in accordance with Section 2.1(c), without interest (subject to any applicable withholding Tax specified in Section 2.2); and (ii) any dividends and other distributions in accordance with Section 2.1(g). (d) Each Company Common Share owned by Parent or Merger Sub, or owned by any direct or indirect Subsidiary of any such Person, in each case immediately prior to the Effective Time, shall automatically be canceled and retired and cease to exist as of the Effective Time and no consideration shall be paid in exchange therefor. (e) Each share of 6.125% Series C Cumulative Redeemable Preferred Stock, par value $0.01 per share, of the Company (such shares, collectively, the “Company Preferred Stock”, and each, a “Company Preferred Share”, and the Company Preferred Shares collectively with the Company Common Shares, the “Company Shares”) issued and outstanding immediately prior to the Effective Time shall be converted into the right to receive the Preferred Stock Consideration and shall be canceled and cease to exist, and each holder of a certificate theretofore representing any Company Preferred Shares or non-certificated Company Preferred Shares represented by book-entry shall cease to have any rights with respect thereto, except the right to receive the Preferred Stock Consideration upon surrender of such certificates or book-entry shares.

Effect on Capital Stock. (a) At the First Merger Effective Time, by virtue of the First Merger and without any further action: (i) Each issued and outstanding Founder Share (excluding, for the avoidance of doubt, any Forfeited Shares) will be converted into one Class B common share of the First Merger Surviving Company (each, a “First Merger Class B Share”). (ii) Each issued and outstanding Class A Share that is not a Redemption Share will be converted into one Class A common share of the First Merger Surviving Company, each of which will be, by its terms, exchangeable for a number of new Company Common Shares equal to the Exchange Ratio in accordance with this Agreement at the Company’s sole option and without further action by any holder thereof (each, a “First Merger Class A Share”). (iii) Each issued and outstanding share of capital stock of GX then held by GX (including shares held in treasury) will be canceled and retired and cease to exist, and no consideration will be delivered in exchange therefor. (iv) All of the issued and outstanding shares of capital stock of Merger Sub (other than those shares addressed by Section 2.1(a)(v) below) will be converted into one First Merger Class A Share. (v) Each issued and outstanding share of capital stock of Merger Sub then held by ▇▇▇▇▇▇ Sub (including shares held in treasury) will be canceled and retired and cease to exist, and no consideration will be delivered in exchange therefor. (b) At the Exchange Time: (i) the Company will exercise its unilateral option to purchase each First Merger Class A Share not held by the Company from the holder thereof in exchange for a number of new Company Common Shares equal to the Exchange Ratio, with no further action required on the part of any Person, such that each holder who submits a Letter of Transmittal will do so with respect to the applicable number of Company Common Shares and not the applicable number of First Merger Class A Shares; and (ii) in connection with the First Merger, the Company shall assume the GX Warrant Agreement and enter into such amendments thereto as are necessary to give effect to the provisions of this Section 2.1(b)(ii), and each GX Warrant that is issued and outstanding immediately prior to the Exchange Time will automatically, and without any action on the part of Parentits holder, Merger Sub, be converted into one Former GX Company Warrant pursuant to and in accordance with the GX Warrant Agreement. Each Former GX Company or Warrant shall be subject to the holders of any of same terms and conditions (including exercisability terms) as were applicable to the following securities: (a) The limited liability company interests of Merger Sub issued and outstanding corresponding GX Warrant immediately prior to the Exchange Time, except to the extent such terms or conditions are rendered inoperative by the Transactions. Accordingly, effective as of the Exchange Time: (A) each Former GX Company Warrant shall be exercisable solely for Company Common Shares; (B) the number of Company Common Shares subject to each Former GX Company Warrant shall be equal to (x) the number of shares of GX Common Stock subject to the applicable GX Warrant multiplied by (y) the Exchange Ratio; and (C) the per share exercise price for the Company Common Shares issuable upon exercise of such GX Former Company Warrant shall be equal to (x) the per share exercise price for the GX Common Shares subject to the applicable GX Warrant, as in effect immediately prior to the Exchange Time, divided by (y) the Exchange Ratio, rounding the resulting exercise price down to the nearest whole cent; and (D) if the aggregate number of Company Common Shares that a holder of any Former GX Company Warrants would be entitled to receive upon any exercise of any Former GX Company Warrants would otherwise include a fraction of a Company Common Share, the Company shall, upon such exercise, round down to the nearest whole number the aggregate number of Company Common Shares to be issued to such holder as a result of the exercise of all such Former GX Company Warrants so exercised. In the event that the Class A Shares and the GX Public Warrants comprising a single GX Public Unit have not been detached so as to permit separate transferability or trading thereof prior to the First Merger Effective Time, then effective immediately prior to the First Merger Effective Time, any and all of which GX Public Units shall be held by Parentautomatically detached and broken out into their constituent parts, such that a holder of one GX Public Unit shall remain outstanding as limited liability company interests thereupon hold one Class A Share and one-third of one GX Public Warrant, and such underlying constituent securities shall be converted in accordance with Sections 2.1(a) and 2.1(b)(ii), respectively; provided, however, that if upon such detachment, a holder of GX Public Warrants would be deemed to hold a fractional GX Public Warrant, then prior to such conversion the Surviving Entity, all number of which shall continue GX Public Warrants deemed to be held by Parentsuch holder shall be rounded down to the nearest whole number. (bc) Immediately following the Exchange Time, the Contribution will occur. (d) Immediately following the Contribution Time, the Second Merger will occur. At the Second Merger Effective Time, by virtue of the Second Merger and without any further action: (i) Each share issued and outstanding First Merger Class A Share (which, for the avoidance of doubt, will be held only by Intermediate Holdco at such time) (other than those shares addressed by Section 2.1(d)(iii) below) will be converted into a number of Class A common stock, par value $0.01 per share, shares of the Company Second Merger Surviving Company, newly issued by the Second Merger Surviving Company, equal to the Exchange Ratio (such shares, collectively, the “Company Common Stock”, and each, a “Company Common Second Merger Class A Share”) 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(d)) shall be converted into the right to receive an amount of Parent Common Stock equal to the product of one Company Common Share multiplied by the Common Exchange Ratio (which Common Exchange Ratio is subject to adjustment as set forth in Section 1.8) (the “Common Stock Consideration” and together with the Preferred Stock Consideration, the “Merger Consideration”). (cii) All Company Common Shares (other than Company Common Shares Each issued and outstanding First Merger Class B Share will be converted into a number of Class B common shares of the Second Merger Surviving Company, newly issued by the Second Merger Surviving Company, equal to be canceled pursuant to Section 1.6(d)) shall be canceled and shall cease to exist, and each holder of a certificate theretofore representing any Company Common Shares the Exchange Ratio (each, a “CertificateSecond Merger Class B Share”) or non-certificated ), which will be exchangeable into Company Common Shares represented by book-entry (“Book-Entry Shares”) shall cease to have any rights with respect thereto, except only upon the right to receive (i) the Common Stock Consideration upon surrender of such Certificates or Book-Entry Shares in accordance with Section 2.1(c), without interest (terms and subject to any applicable withholding Tax the conditions specified in Section 2.2); and (ii) any dividends and other distributions in accordance with Section 2.1(g)the Exchange Agreement. (diii) Each issued and outstanding First Merger Class A Share then held by First Merger Surviving Company Common Share owned by Parent or Merger Sub, or owned by any direct or indirect Subsidiary of any such Person, (including shares held in each case immediately prior to the Effective Time, shall automatically treasury) will be canceled and retired and cease to exist as of the Effective Time exist, and no consideration shall will be paid delivered in exchange therefor. (eiv) Each share of 6.125% Series C Cumulative Redeemable Preferred Stock, par value $0.01 per share, of the Company (such shares, collectively, the “Company Preferred Stock”, and each, a “Company Preferred Share”, and the Company Preferred Shares collectively with the Company Common Shares, the “Company Shares”) issued and outstanding immediately prior to the Effective Time shall share of capital stock of ECRC (other than those shares addressed by Section 2.1(d)(v) below) will be converted into a number of Second Merger Class A Shares, newly issued by the right Second Merger Surviving Company, equal to receive the Preferred Stock Consideration Second Merger Class A Ratio. (v) Each issued and shall outstanding share of capital stock of ECRC then held by ECRC (including shares held in treasury) will be canceled and retired and cease to exist, and each holder of a certificate theretofore representing any Company Preferred Shares or non-certificated Company Preferred Shares represented by book-entry shall cease to have any rights with respect thereto, except the right to receive the Preferred Stock Consideration upon surrender of such certificates or book-entry sharesno consideration will be delivered in exchange therefor.

Effect on Capital Stock. At the Effective Time, subject to Section 3.03 below, by virtue of the Merger and without any action on the part of Parent, Merger Subthe Company, the Company Merger Subsidiary, Purchaser or the holders of any shares of capital stock of the following securitiesCompany or any shares of capital stock of the Merger Subsidiary: (a) The limited liability company interests of Merger Sub issued and outstanding immediately prior to the Effective Time, all of which shall be held by Parent, shall remain outstanding as limited liability company interests of the Surviving Entity, all of which shall continue to be held by Parent. (b) Each share of common stock, par value $0.01 per share, the capital stock of the Company (such shares, collectively, the “Company Common Stock”, and each, a “Company Common Share”) Merger Subsidiary issued and outstanding immediately prior to the Effective Time will be converted into and become one fully paid and nonassessable share of common stock of the Surviving Corporation; (other than any shares b) Each share of Company Common Stock that is owned by the Company or by any wholly-owned subsidiary of the Company and each share of Company Common Stock that is owned by Purchaser, the Merger Subsidiary or any other subsidiary of Purchaser immediately prior to the Effective Time will automatically be canceled without any conversion thereof and no consideration will be delivered with respect thereto; and (i) Except for shares to be canceled pursuant to in accordance with Section 1.6(d)3.01(b) shall and except for Dissenting Shares, each share of the Company Common Stock issued and outstanding as of the Effective Time (the "COMMON SHARES") will be automatically canceled and extinguished and converted into the right to receive an amount of Parent Common Stock equal to in cash the product of one Company Common Per Share multiplied by the Common Exchange Ratio (which Common Exchange Ratio is subject to adjustment as set forth in Section 1.8) Amount (the “"MERGER CONSIDERATION"), without interest, upon surrender of the certificate formerly representing such Common Stock Consideration” and together Shares in accordance with the Preferred Stock Consideration, the “Merger Consideration”)Section 3.04. (cii) All Company As of the Effective Time, each certificate previously representing any Common Shares (other than Company will thereafter represent the right to receive the Merger Consideration. The holders of such certificates previously representing the Common Shares outstanding immediately prior to be canceled pursuant to Section 1.6(d)) shall be canceled and shall cease to exist, and each holder of a certificate theretofore representing any Company Common Shares (each, a “Certificate”) or non-certificated Company Common Shares represented by book-entry (“Book-Entry Shares”) shall the Effective Time will cease to have any rights with respect thereto, except the right to receive (i) the such Common Stock Consideration upon surrender Shares as of such Certificates or Book-Entry Shares in accordance with Section 2.1(c), without interest (subject to any applicable withholding Tax specified in Section 2.2); and (ii) any dividends and other distributions in accordance with Section 2.1(g). (d) Each Company Common Share owned by Parent or Merger Sub, or owned by any direct or indirect Subsidiary of any such Person, in each case immediately prior to the Effective Time, shall automatically except as otherwise provided in this Agreement or by applicable law. Such certificates previously representing Common Shares will be canceled and retired and cease to exist as of exchanged for the Effective Time and no consideration shall be paid in exchange therefor. (e) Each share of 6.125% Series C Cumulative Redeemable Preferred Stock, par value $0.01 per share, of the Company (such shares, collectively, the “Company Preferred Stock”, and each, a “Company Preferred Share”, and the Company Preferred Shares collectively with the Company Common Shares, the “Company Shares”) issued and outstanding immediately prior to the Effective Time shall be converted into the right to receive the Preferred Stock Consideration and shall be canceled and cease to exist, and each holder of a certificate theretofore representing any Company Preferred Shares or non-certificated Company Preferred Shares represented by book-entry shall cease to have any rights with respect thereto, except the right to receive the Preferred Stock Merger Consideration upon the surrender of such certificates or book-entry sharesin accordance with provisions of Section 3.04, without interest.

Effect on Capital Stock. At Subject to the terms and conditions of this Agreement, at the Effective Time, by virtue of the First Step Merger and without any action on the part of Parent, Merger Sub, the Company or the holders of any shares of capital stock of the Company, the following securitiesshall occur: (a) The limited liability company interests Company Common Stock. Each share of Merger Sub the common stock, par value $0.001 per share, of the Company (“Company Common Stock”) issued and outstanding immediately prior to the Effective Time, all of which shall be held by Parent, shall remain outstanding as limited liability company interests of the Surviving Entity, all of which shall continue to be held by Parent. (b) Each share of common stock, par value $0.01 per share, of the Company (such shares, collectively, the “Company Common Stock”, and each, a “Company Common Share”) 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(d)) shall , will be canceled and extinguished and automatically converted into the right to receive receive, at the election of the holder thereof (with respect to each holder, an amount of Parent Common Stock equal to the product of one Company Common Share multiplied by the Common Exchange Ratio (which Common Exchange Ratio is “Election”), but subject to adjustment as set forth in Sections 1.6(b), 1.6(c), 1.6(g), 1.7 and 1.8(g), either: (i) subject to Section 1.8) 1.6(f), 0.3450 (the “Common Exchange Ratio”) of an ordinary share, no par value, of Parent (“Parent Ordinary Shares,” and such fraction of a Parent Ordinary Share, “Stock Consideration”) or (ii) $3.89 in cash, without interest (“Cash Consideration,” and together with the Preferred Stock Consideration, the “Merger Consideration”). (c) All Company Common Shares (other than Company Common Shares to be canceled pursuant to Section 1.6(d)) shall be canceled and shall cease to exist, and each holder of a certificate theretofore representing any Company Common Shares (each, a “Certificate”) or non-certificated Company Common Shares represented by book-entry (“Book-Entry Shares”) shall cease to have any rights with respect thereto, except the right to receive ; provided that (i) in no event shall the maximum number of shares of Company Common Stock to be converted into Stock Consideration upon surrender (the “Stock Conversion Number”) exceed the product of such Certificates or Book-Entry Shares in accordance with Section 2.1(c), without interest (subject to any applicable withholding Tax specified in Section 2.2); and (iix) any dividends and other distributions in accordance with Section 2.1(g). (d) Each the number of shares of Company Common Share owned by Parent or Merger Sub, or owned by any direct or indirect Subsidiary of any such Person, in each case immediately prior to the Effective Time, shall automatically be canceled and retired and cease to exist as of the Effective Time and no consideration shall be paid in exchange therefor. (e) Each share of 6.125% Series C Cumulative Redeemable Preferred Stock, par value $0.01 per share, of the Company (such shares, collectively, the “Company Preferred Stock”, and each, a “Company Preferred Share”, and the Company Preferred Shares collectively with the Company Common Shares, the “Company Shares”) Stock issued and outstanding immediately prior to the Effective Time and (y) 0.70 and (ii) in no event shall the maximum number of shares of Company Common Stock to be converted into Cash Consideration (the right “Cash Conversion Number”) exceed the product of (x) the number of shares of Company Common Stock issued and outstanding immediately prior to receive the Preferred Effective Time and (y) 0.50; and provided further that subject to Section 1.7, each holder’s Election shall be for either (i) Cash Consideration (a “Cash Election”) for all of the shares of Company Common Stock (“Cash Election Shares”) held by such holder or (ii) Stock Consideration and (a “Stock Election”) for all of the shares of Company Common Stock (“Stock Election Shares”) held by such holder. Any Company Common Stock or Exchangeable Shares for which an Election is not timely made as provided in Section 1.8(c) below shall be canceled and cease to exist, and each holder of a certificate theretofore representing any Company Preferred Shares or nondeemed “Non-certificated Company Preferred Shares represented by book-entry shall cease to have any rights with respect thereto, except the right to receive the Preferred Stock Consideration upon surrender of such certificates or book-entry sharesElection Shares.”

Effect on Capital Stock. (a) At the Effective Time, as a result of the Merger and without any action on the part of the holder thereof, each share of common stock, par value $0.0001 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time, shall be converted into one validly issued, fully paid and non-assessable share of common stock, par value $0.0001 per share, of the Surviving Corporation. (b) At the Effective Time, by virtue of the Merger and without any action on the part of Parentthe holder thereof, Merger Sub, the Company or the holders of any of the following securities: (a) The limited liability company interests of Merger Sub issued and outstanding immediately prior to the Effective Time, all of which shall be held by Parent, shall remain outstanding as limited liability company interests of the Surviving Entity, all of which shall continue to be held by Parent. (b) Each each share of common stock, par value $0.01 0.0001 per share, of the Company (such shares, collectively, the “Company Common Stock”, and each, a “Company Common Share”) issued and outstanding immediately prior to the Effective Time (other than but excluding any shares of Company Common Stock to be canceled pursuant to cancelled under Section 1.6(d1.8(g)) ), shall be converted into and shall thereafter represent the right to receive an amount the number of validly issued, fully paid and non-assessable shares of Parent Common Stock based on and equal to the product of one Company Common Share multiplied by the Common Exchange Ratio (which Common Exchange Ratio is subject collectively with any shares of Parent Capital Stock to adjustment as set forth in be issued pursuant to clauses (c), (d) and (e) of this Section 1.8) (the “Common Stock Consideration” 1.8 and together with the Preferred Stock ConsiderationSection 2.4, the “Merger Consideration”). (c) All Company Common Shares (other than Company Common Shares to be canceled pursuant to Section 1.6(d)) shall be canceled and shall cease to exist. For purposes of this Agreement, and each holder of a certificate theretofore representing any Company Common Shares (each, a “Certificate”) or non-certificated Company Common Shares represented by book-entry (“Book-Entry Shares”) shall cease to have any rights with respect thereto, except the right to receive (i) the Common Stock Consideration upon surrender of such Certificates or Book-Entry Shares in accordance with Section 2.1(c)“Exchange Ratio” means (A) nine (9) multiplied by the Parent Effective Time Shares, without interest (subject to any applicable withholding Tax specified in Section 2.2); and B) divided by the Company Select Effective Time Shares, (ii) any dividends and other distributions in accordance with Section 2.1(g). (d) Each Company Common Share owned by the “Parent or Merger Sub, or owned by any direct or indirect Subsidiary of any such Person, in each case immediately prior to the Effective Time, shall automatically be canceled and retired and cease to exist as of the Effective Time and no consideration shall be paid in exchange therefor. (e) Each share Shares” means the number of 6.125% Series C Cumulative Redeemable Preferred Stock, par value $0.01 per share, shares of the Company (such shares, collectively, the “Company Preferred Stock”, and each, a “Company Preferred Share”, and the Company Preferred Shares collectively with the Company Parent Common Shares, the “Company Shares”) Stock issued and outstanding immediately prior to the Effective Time shall be converted into (but after the right to receive Parent Reverse Split) on a Fully Diluted Basis (for the avoidance of doubt, the Post-Closing Parent Stock Options and the New Preferred Stock Consideration and shall be canceled and cease to existShares are excluded from the Parent Effective Time Shares), and each holder (iii) “Company Select Effective Time Shares” means the number of shares of Company Common Stock issued and outstanding immediately prior to the Effective Time (but after the Company Option Cancellation) on a certificate theretofore representing any Fully Diluted Basis, but excluding the D&D Convertible Note and the Company Preferred Stock. For the avoidance of doubt, Company Select Effective Time Shares or nonexcludes the Post-certificated Closing Company Preferred Shares represented by book-entry shall cease to have any rights with respect thereto, except the right to receive the Preferred Stock Consideration upon surrender of such certificates or book-entry sharesOptions.

Effect on Capital Stock. (a) At the Effective Time, automatically by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company or the holders of any of the following securitiesPerson: (ai) The limited liability company interests each share of Merger Sub Parent Common Stock that is issued and outstanding immediately prior to the Effective Time, all of which Time shall remain issued and outstanding and shall be held unchanged by Parent, shall remain outstanding as limited liability company interests of the Surviving Entity, all of which shall continue to be held by Parent.Merger; (bii) Each each share of common stock, par value $0.01 per share, of the Company (such shares, collectively, the “Company Common Stock”, Stock held as Treasury Stock immediately prior to the Effective Time shall be cancelled and each, a “retired at the Effective Time and no consideration shall be issued in exchange therefor; and (iii) each outstanding share of Company Common Share”) Stock issued and outstanding immediately prior to the Effective Time (other than Treasury Stock and any Dissenting Shares) shall become and be converted into, as provided in and subject to the limitations set forth in this Agreement, the right to receive at the election of the holder thereof, as provided in Section 3.02, (i) $32.00 in cash, without interest (the "Cash Consideration"), or (ii) 1.220 shares (the "Exchange Ratio") of Parent Common Stock (the "Stock Consideration"). The Cash Consideration and the Stock Consideration are sometimes referred to herein collectively as the "Merger Consideration." (b) Each outstanding share of Company Common Stock the holder of which has perfected his right to dissent under Section 262 of the DGCL and has not effectively withdrawn or lost such right as of the Effective Time (the "Dissenting Shares") shall not be converted into or represent a right to receive the Merger Consideration hereunder, and the holder thereof shall be entitled only to such rights as are granted by applicable law. The Company shall give Parent prompt notice upon receipt by the Company of any such demands for payment of the fair value of such shares of Company Common Stock to be canceled and of withdrawals of such notice and any other instruments provided pursuant to Section 1.6(dapplicable law (any shareholder duly making such demand being hereinafter called a "Dissenting Shareholder")) . The Company shall not, except with the prior written consent of Parent, voluntarily make any payment with respect to, or settle or offer to settle, any such demand for payment, or waive any failure to timely deliver a written demand for appraisal or the taking of any other action by such Dissenting Shareholder as may be necessary to perfect appraisal rights under applicable law. Any payments made in respect of Dissenting Shares shall be converted into the right to receive an amount of Parent Common Stock equal to the product of one Company Common Share multiplied made by the Common Exchange Ratio (which Common Exchange Ratio is subject to adjustment as set forth in Section 1.8) (the “Common Stock Consideration” and together with the Preferred Stock Consideration, the “Merger Consideration”)Surviving Corporation. (c) All Company Common Shares If any Dissenting Shareholder shall effectively withdraw or lose (other than Company Common Shares through failure to be canceled pursuant to Section 1.6(d)perfect or otherwise) shall be canceled and shall cease to exist, and each holder of a certificate theretofore representing any Company Common Shares (each, a “Certificate”) or non-certificated Company Common Shares represented by book-entry (“Book-Entry Shares”) shall cease to have any rights with respect thereto, except the his right to receive (i) the Common Stock Consideration upon surrender of such Certificates payment at or Book-Entry Shares in accordance with Section 2.1(c), without interest (subject to any applicable withholding Tax specified in Section 2.2); and (ii) any dividends and other distributions in accordance with Section 2.1(g). (d) Each Company Common Share owned by Parent or Merger Sub, or owned by any direct or indirect Subsidiary of any such Person, in each case immediately prior to the Effective Time, shall automatically be canceled and retired and cease to exist as such holder's shares of the Effective Time and no consideration shall be paid in exchange therefor. (e) Each share of 6.125% Series C Cumulative Redeemable Preferred Stock, par value $0.01 per share, of the Company (such shares, collectively, the “Company Preferred Stock”, and each, a “Company Preferred Share”, and the Company Preferred Shares collectively with the Company Common Shares, the “Company Shares”) issued and outstanding immediately prior to the Effective Time Stock shall be converted into a right to receive the Merger Consideration in accordance with the applicable provisions of this Agreement. If such holder shall effectively withdraw or lose (through failure to perfect or otherwise) his right to such payment after the Effective Time, each share of Company Common Stock of such holder shall be converted on a share by share basis into either the right to receive the Preferred Cash Consideration or the Stock Consideration and as Parent shall determine in its sole discretion. (d) The Exchange Ratio shall be canceled and cease subject to existappropriate adjustments in the event that, and subsequent to the date of this Agreement but prior to the Effective Time, the outstanding Parent Common Stock shall have been increased, decreased, changed into or exchanged for a different number or kind of shares or securities through reorganization, recapitalization, reclassification, stock dividend, stock split, reverse stock split or other like changes in Parent's capitalization (a "Capital Change"). In addition, if Parent enters into an agreement pursuant to which shares of Parent Common Stock would be converted, prior to the Effective Time, into shares or other securities or obligations of another corporation, proper provision shall be made in such agreement so that each holder of a certificate theretofore representing any Company Preferred Shares or non-certificated Company Preferred Shares represented by book-entry stockholder shall cease to have any rights with respect thereto, except the right be entitled to receive at the Preferred Stock Consideration upon surrender Effective Time such number of shares or other securities or amount of obligations of such certificates or book-entry sharesother corporation as such stockholder would be entitled to receive if the Effective Time had occurred immediately prior to the consummation of such conversion.

Effect on Capital Stock. (a) At the Effective Time, subject to the provisions of this ARTICLE II, each share of Company Common Stock issued and outstanding (including all Company Restricted Shares) immediately prior to the Effective Time (other than shares of Company Common Stock owned by Parent, Merger Sub, the Company, or any wholly owned Subsidiary of the Company or of Parent, or dissenting shares as set forth in Section 2.13) shall, by virtue of the Merger and without any action on the part of Parentthe holder thereof, Merger Sub, the Company or the holders of any of the following securities: (a) The limited liability company interests of Merger Sub issued and outstanding immediately prior to the Effective Time, all of which shall be held by Parent, shall remain outstanding as limited liability company interests of the Surviving Entity, all of which shall continue to be held by Parent. (b) Each share of common stock, par value $0.01 per share, of the Company (such shares, collectively, the “Company Common Stock”, and each, a “Company Common Share”) 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(d)) shall be converted into and shall thereafter represent the right to receive an amount of Parent Common Stock equal to the product of one Company Common Share multiplied by the Common Exchange Ratio Offer Price (which Common Exchange Ratio is subject to adjustment as set forth in Section 1.8) (the “Common Stock Consideration” and together with the Preferred Stock Consideration, the “Merger Consideration”). (cb) All From and after the Effective Time, none of the shares of Company Common Shares (other than Stock converted into the right to receive the Merger Consideration pursuant to this ARTICLE II shall remain outstanding and such shares of Company Common Shares to Stock shall automatically be canceled pursuant to Section 1.6(d)) shall be canceled cancelled and shall cease to exist, and each holder of a certificate theretofore previously representing any such shares of Company Common Shares Stock or shares of Company Common Stock that are in non-certificated book-entry form (eacheither case being referred to in this Agreement, to the extent applicable, as a “Certificate”) or non-certificated Company Common Shares represented by book-entry (“Book-Entry Shares”) shall thereafter cease to have any rights with respect theretoto such Securities, except the right to receive (i) the Common Stock Merger Consideration upon surrender of to which such Certificates or Book-Entry Shares in accordance with holder may be entitled pursuant to this Section 2.1(c), without interest (subject to any applicable withholding Tax specified in Section 2.2); and (ii) any dividends and other distributions in accordance with Section 2.1(g)2.11. (dc) Each Company Common Share owned by Parent or Merger Sub, or owned by any direct or indirect Subsidiary of any such Person, in each case immediately prior to At the Effective Time, all shares of Company Common Stock that are owned by Parent, Merger Sub or the Company (or any wholly owned Subsidiary of the Company or of Parent) shall, by virtue of the Merger and without any action on the part of the holder thereof, be cancelled and shall automatically be canceled and retired and cease to exist as of the Effective Time and no cash or other consideration shall be paid delivered in exchange therefor. (ed) Each At the Effective Time, each share of 6.125% Company Series C Cumulative Redeemable A Preferred Stock, par value $0.01 per share, of the Company (such shares, collectively, the “Company Preferred Stock”, and each, a “Company Preferred Share”, and the Company Preferred Shares collectively with the Company Common Shares, the “Company Shares”) Stock issued and outstanding immediately prior to the Effective Time shall remain outstanding as a share of Company Series A Preferred Stock of the Surviving Corporation unaffected by the Merger other than, from and after the Effective Time and pursuant to the terms of Section 6.2(i) of the Certificate of Designations of the Company Series A Preferred Stock in effect immediately prior to the Effective Time, each share of Company Series A Preferred Stock shall be convertible into, in lieu of Company Common Stock, the Merger Consideration that would have been receivable upon the Merger by a holder of the number of shares of Company Common Stock into which such share of Company Series A Preferred Stock was convertible immediately prior to the Effective Time. (e) At the Effective Time, each issued and outstanding share of common stock of Merger Sub shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into and become one fully paid and nonassessable share of common stock of the right to receive the Preferred Stock Consideration and shall be canceled and cease to exist, and each holder of a certificate theretofore representing any Company Preferred Shares or non-certificated Company Preferred Shares represented by book-entry shall cease to have any rights with respect thereto, except the right to receive the Preferred Stock Consideration upon surrender of such certificates or book-entry sharesSurviving Corporation.

Effect on Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of ParentCardinal Health, Merger SubSubcorp or ALARIS or their respective shareholders and stockholders, the Company or the holders of any of the following securitiesas applicable: (a) The limited liability company interests of Merger Sub issued and outstanding immediately prior to the Effective Time, all of which shall be held by Parent, shall remain outstanding as limited liability company interests of the Surviving Entity, all of which shall continue to be held by Parent. (b) Each share of common stock, par value $0.01 per sharepar value, of the Company Subcorp (such shares, collectively, the “Company Subcorp Common Stock”, and each, a “Company Common Share”) 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(d)) shall be converted into one fully paid and nonassessable share of common stock, $0.01 par value, of the Surviving Corporation. Such newly issued shares shall thereafter constitute all of the issued and outstanding Surviving Corporation capital stock. (b) Each share of ALARIS Common Stock issued and outstanding immediately prior to the Effective Time, excluding any shares of ALARIS Common Stock owned by Cardinal Health, Subcorp or ALARIS or any of their respective subsidiaries or any stockholders properly exercising appraisal rights pursuant to Section 262 of the DGCL (“Section 262”), as provided in Section 3.1(d), shall be converted into and represent the right to receive in cash, without interest, an amount of Parent Common Stock equal to the product Merger Consideration. At the Effective Time, all shares of one Company Common Share multiplied by the Common Exchange Ratio (which Common Exchange Ratio is subject to adjustment as set forth in Section 1.8) (the “ALARIS Common Stock Consideration” shall no longer be outstanding and together with the Preferred Stock Consideration, the “Merger Consideration”). (c) All Company Common Shares (other than Company Common Shares to be canceled pursuant to Section 1.6(d)) automatically shall be canceled cancelled and shall cease to exist, and each holder of a certificate theretofore representing that immediately prior to the Effective Time represented any Company shares of ALARIS Common Shares Stock (each, a “Certificate”) or non-certificated Company Common Shares represented by book-entry (“Book-Entry Shares”) shall cease to have any rights with respect thereto, except the right to receive (i) the Common Stock Merger Consideration upon surrender or in the case of such Certificates or Book-Entry holders of Appraisal Shares in accordance with Section 2.1(c), without interest (subject the right to any receive the applicable withholding Tax specified payments set forth in Section 2.23.1(d); . (c) Each share of ALARIS capital stock held in the treasury of ALARIS automatically shall be cancelled and (ii) any dividends retired and other distributions no payment shall be made in accordance with Section 2.1(g)respect thereof. (d) Each Company Common Share owned by Parent or Merger Sub, or owned by any direct or indirect Subsidiary of any such Person, Notwithstanding anything in each case immediately prior this Agreement to the Effective Time, shall automatically be canceled and retired and cease to exist as of the Effective Time and no consideration shall be paid in exchange therefor. (e) Each share of 6.125% Series C Cumulative Redeemable Preferred Stock, par value $0.01 per share, of the Company (such shares, collectivelycontrary, the “Company Preferred Stock”, and each, a “Company Preferred Share”, and the Company Preferred Shares collectively with the Company shares of ALARIS Common Shares, the “Company Shares”) Stock issued and outstanding immediately prior to the Effective Time that are held by any ALARIS Stockholder that is entitled to demand and properly demands appraisal of shares of ALARIS Common Stock pursuant to, and that complies in all respects with, the provisions of Section 262 (the “Appraisal Shares”) shall not be converted into the right to receive the Preferred Stock Merger Consideration as provided in Section 3.1(b), but, instead, such ALARIS Stockholder shall be entitled to such rights (but only such rights) as are granted by Section 262. At the Effective Time, all Appraisal Shares shall no longer be outstanding and automatically shall be cancelled and shall be canceled and cease to exist, and and, except as otherwise provided by Applicable Laws, each holder of a certificate theretofore representing any Company Preferred Appraisal Shares or non-certificated Company Preferred Shares represented by book-entry shall cease to have any rights with respect theretoto the Appraisal Shares, except other than such rights as are granted by Section 262. Notwithstanding the foregoing, if any such ALARIS Stockholder shall fail to validly perfect or shall otherwise waive, withdraw or lose the right to appraisal under Section 262 or if a court of competent jurisdiction shall determine that such ALARIS Stockholder is not entitled to the relief provided by Section 262, then the rights of such ALARIS Stockholder under Section 262 shall cease, and such Appraisal Shares shall be deemed to have been converted at the Effective Time into, and shall have become, the right to receive the Preferred Stock Merger Consideration upon surrender as provided in Section 3.1(b) without interest. ALARIS shall give prompt notice to Cardinal Health of any demands for appraisal of any shares of ALARIS Common Stock, and Cardinal Health shall have the opportunity to participate in all negotiations and proceedings with respect to such certificates demands. Prior to the Effective Time, ALARIS shall not, without the prior written consent of Cardinal Health, make any payment with respect to, or book-entry sharessettle or offer to settle, any such demands, or agree to do any of the foregoing. (e) The “Merger Consideration” shall be equal to the Per Share Amount.

Effect on Capital Stock. At the Effective Time, pursuant to this Agreement and by virtue of the Merger and without any action on the part of the holder of any shares of Company Common Stock or any shares of capital stock of Merger Sub: (a) Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares canceled pursuant to Section 1.8(c) below, the “Excluded Shares”) shall be cancelled and converted into the right to receive an amount in cash equal to $24.75, without interest (the “Merger Consideration”), payable to the holder thereof upon surrender of the certificate formerly representing such shares of Company Common Stock in accordance with Article 2. (b) All shares of Company Common Stock shall cease to be outstanding and shall be automatically canceled and retired and shall cease to exist, and each holder of a certificate that, immediately prior to the Effective Time, represented any shares of Company Common Stock shall thereafter cease to have any rights with respect to such shares of Company Common Stock, other than the right to receive the Merger Consideration. (c) Each share of Company Common Stock that is owned directly or indirectly by Parent, Merger Sub, the Company or the holders of any wholly-owned Subsidiary of the following securities: (a) The limited liability company interests of Merger Sub issued and outstanding Company immediately prior to the Effective Time, all of which Time shall be held by Parentautomatically canceled and retired and shall cease to exist, and no consideration shall remain outstanding as limited liability company interests of the Surviving Entity, all of which shall continue to be held by Parentmade or delivered in exchange therefor. (bd) Each share of common stock, par value $0.01 per share, of the Company (such shares, collectively, the “Company Common Stock”, and each, a “Company Common Share”) 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(d)) shall be converted into the right to receive an amount of Parent Common Stock equal to the product of one Company Common Share multiplied by the Common Exchange Ratio (which Common Exchange Ratio is subject to adjustment as set forth in Section 1.8) (the “Common Stock Consideration” and together with the Preferred Stock Consideration, the “Merger Consideration”). (c) All Company Common Shares (other than Company Common Shares to be canceled pursuant to Section 1.6(d)) shall be canceled and shall cease to exist, and each holder of a certificate theretofore representing any Company Common Shares (each, a “Certificate”) or non-certificated Company Common Shares represented by book-entry (“Book-Entry Shares”) shall cease to have any rights with respect thereto, except the right to receive (i) the Common Stock Consideration upon surrender of such Certificates or Book-Entry Shares in accordance with Section 2.1(c), without interest (subject to any applicable withholding Tax specified in Section 2.2); and (ii) any dividends and other distributions in accordance with Section 2.1(g). (d) Each Company Common Share owned by Parent or Merger Sub, or owned by any direct or indirect Subsidiary of any such Person, in each case immediately prior to the Effective Time, shall automatically be canceled and retired and cease to exist as of the Effective Time and no consideration shall be paid in exchange therefor. (e) Each share of 6.125% Series C Cumulative Redeemable Preferred Stock, par value $0.01 per share, of the Company (such shares, collectively, the “Company Preferred Stock”, and each, a “Company Preferred Share”, and the Company Preferred Shares collectively with the Company Common Shares, the “Company Shares”) Sub issued and outstanding immediately prior to the Effective Time shall be converted into one validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, of the right to receive Surviving Corporation, which shall constitute the Preferred Stock Consideration and shall be canceled and cease to exist, and each holder only outstanding shares of a certificate theretofore representing any Company Preferred Shares or non-certificated Company Preferred Shares represented by book-entry shall cease to have any rights with respect thereto, except capital stock of the right to receive the Preferred Stock Consideration upon surrender of such certificates or book-entry sharesSurviving Corporation.

Effect on Capital Stock. At the Effective Time, pursuant to this Agreement and by virtue of the Merger and without any action on the part of Parent, the holder of any shares of Company Common Stock or any shares of capital stock of Merger Sub, the Company or the holders of any of the following securities: (a) The limited liability company interests of Merger Sub issued and outstanding immediately prior to the Effective Time, all of which shall be held by Parent, shall remain outstanding as limited liability company interests of the Surviving Entity, all of which shall continue to be held by Parent. (b) Each share of common stock, par value $0.01 per share, of the Company (such shares, collectively, the “Company Common Stock”, and each, a “Company Common Share”) Stock issued and outstanding immediately prior to the Effective Time (other than any Dissenting Shares and shares of Company Common Stock to be canceled pursuant to Section 1.6(d)1.8(c) below, the “Excluded Shares") shall be cancelled and converted into the right to receive (x) an amount in cash equal to $0.75 per share, without interest (the “Cash Merger Consideration"), and (y) a number of shares of Parent Common Stock equal to the product of one Company Common Share multiplied by the Common Exchange Ratio (which Common Exchange Ratio is subject to adjustment as set forth in Section 1.8) (the “Common Stock Merger Consideration” "; the Cash Merger Consideration and together with the Preferred Stock Consideration, Merger Consideration are collectively referred to as the “Merger Consideration”), payable to the holder thereof upon surrender of the certificate or book entry shares formerly representing such shares of Company Common Stock in accordance with Article II. (cb) All shares of Company Common Shares (other than Company Common Shares Stock shall cease to be canceled pursuant to Section 1.6(d)) outstanding and shall be automatically canceled and retired and shall cease to exist, and each holder of a certificate theretofore representing that, immediately prior to the Effective Time, represented any shares of Company Common Shares (each, a “Certificate”) or non-certificated Company Common Shares represented by book-entry (“Book-Entry Shares”) Stock shall thereafter cease to have any rights with respect theretoto such shares of Company Common Stock, except other than the right to receive the Merger Consideration to which such shares are entitled pursuant to Section 1.8(a). (ic) the Each share of Company Common Stock Consideration upon surrender that is owned directly or indirectly by Parent, Merger Sub, the Company or any wholly-owned Subsidiary of such Certificates the Company immediately prior to the Effective Time shall be automatically canceled and retired and shall cease to exist, and no consideration shall be made or Book-Entry Shares delivered in accordance with Section 2.1(c), without interest (subject to any applicable withholding Tax specified in Section 2.2); and (ii) any dividends and other distributions in accordance with Section 2.1(g)exchange therefor. (d) Each Company Common Share owned by Parent or Merger Sub, or owned by any direct or indirect Subsidiary of any such Person, in each case immediately prior to the Effective Time, shall automatically be canceled and retired and cease to exist as of the Effective Time and no consideration shall be paid in exchange therefor. (e) Each share of 6.125% Series C Cumulative Redeemable Preferred Stockcommon stock, no par value $0.01 per share, of the Company (such shares, collectively, the “Company Preferred Stock”, and each, a “Company Preferred Share”, and the Company Preferred Shares collectively with the Company Common Shares, the “Company Shares”) Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into one validly issued, fully paid and nonassessable share of common stock, no par value per share, of the right to receive Surviving Corporation, which shall constitute the Preferred Stock Consideration and shall be canceled and cease to exist, and each holder only outstanding shares of a certificate theretofore representing any Company Preferred Shares or non-certificated Company Preferred Shares represented by book-entry shall cease to have any rights with respect thereto, except capital stock of the right to receive the Preferred Stock Consideration upon surrender of such certificates or book-entry sharesSurviving Corporation.

Effect on Capital Stock. At As of the Effective Time, by virtue of the Merger and without any action on the part of CCI, Parent, Merger Sub, the Company Sub or the holders of any shares of the following securitiesCCI Common Stock or any shares of capital stock of Merger Sub: (a) The limited liability company interests Each share of CCI Common Stock that is owned by Parent or any Subsidiary of Parent (including Merger Sub issued Sub) or of CCI (together, in each case, with the associated Right), shall automatically be cancelled and outstanding immediately prior retired and shall cease to the Effective Time, all of which exist and no consideration shall be held by Parent, shall remain outstanding as limited liability company interests of the Surviving Entity, all of which shall continue to be held by Parentdelivered in exchange therefor. (b) Each Except as otherwise provided herein, each issued and outstanding share of common stock, par value $0.01 per share, of the Company (such shares, collectively, the “Company CCI Common Stock”, and each, a “Company Common Share”) Stock issued and outstanding immediately prior to the Effective Time (other than any shares of Company Common Stock to be canceled pursuant to cancelled in accordance with Section 1.6(d1.8(a) and Dissenting Shares (as defined below)) together with the associated Right shall be converted into the right to receive an amount of Parent Common Stock equal to $31 per share in cash, plus interest thereon for the product period commencing on the date of one Company Common Share multiplied by this Agreement until, but not including, the Common Exchange Ratio Closing Date at a rate of eight percent (which Common Exchange Ratio is subject to adjustment as set forth in Section 1.88%) per annum compounded daily calculated on the basis of a 360-day year for the actual number of days elapsed (the “Common Stock Consideration” and together with the Preferred Stock Consideration, the “"Merger Consideration”"). (c) All Company As of the Effective Time, all shares of CCI Common Shares Stock (other than Company Common Shares and the associated Rights) issued and outstanding immediately prior to the Effective Time shall no longer be canceled pursuant to Section 1.6(d)) outstanding and shall automatically be canceled cancelled and retired and shall cease to exist, and each holder of a certificate theretofore representing any Company such shares of CCI Common Shares Stock (each, a “Certificate”) or non-certificated Company Common Shares represented by book-entry (“Book-Entry Shares”and the associated Rights) shall cease to have any rights with respect thereto, except (i) the right to receive (i) the Common Stock Consideration cash to be paid in consideration therefor upon surrender of such Certificates or Book-Entry Shares certificate in accordance with Section 2.1(c)Article II, without interest (subject to any applicable withholding Tax specified in Section 2.2); and or (ii) in the case of Dissenting Shares, any dividends and other distributions in accordance with Section 2.1(g)rights under Article 113 of the CBCA. (d) Each Company Common Share owned by Parent or Merger Sub, or owned by any direct or indirect Subsidiary of any such Person, in each case immediately prior to the Effective Time, shall automatically be canceled and retired and cease to exist as of the Effective Time and no consideration shall be paid in exchange therefor. (e) Each share of 6.125% Series C Cumulative Redeemable Preferred Stockcommon, par value $0.01 per share, preferred or other capital stock of the Company (such shares, collectively, the “Company Preferred Stock”, and each, a “Company Preferred Share”, and the Company Preferred Shares collectively with the Company Common Shares, the “Company Shares”) Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into one validly issued, fully paid and nonassessable share of identical common, preferred or other capital stock of the right to receive the Preferred Stock Consideration and shall be canceled and cease to exist, and each holder of a certificate theretofore representing any Company Preferred Shares or non-certificated Company Preferred Shares represented by book-entry shall cease to have any rights with respect thereto, except the right to receive the Preferred Stock Consideration upon surrender of such certificates or book-entry sharesSurviving Corporation.

Effect on Capital Stock. (a) At the Effective Time, by virtue of the Merger and without any action on the part of Parentthe holder thereof, each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares of Company Common Stock owned by Parent or Merger SubSub or held by the Company, all of which shall be canceled as provided in Section 1.8(c)), shall be converted into 1.896 validly issued, fully paid and non-assessable Parent Ordinary Shares (the "Common Exchange Ratio"). (b) At the Effective Time, by virtue of the Merger and without any action on the part of the holder thereof, each share of Company Preferred Stock issued and outstanding immediately prior to the Effective Time (other than shares of Company Preferred Stock owned by Parent or Merger Sub or held by the Company, all of which shall be canceled as provided in Section 1.8(c)), shall be converted into 3,846.154 validly issued, fully paid and non-assessable Parent Ordinary Shares (the "Preferred Exchange Ratio", and together with the Common Exchange Ratio and any cash in lieu of fractional Parent Ordinary Shares to be paid pursuant to Section 2.5, the Company or "Merger Consideration"). (c) As a result of the Merger and without any action on the part of the holders thereof, at the Effective Time, all shares of Company Common Stock and Company Preferred Stock shall cease to be outstanding and shall 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 or Company Preferred Stock (each a "Certificate") shall thereafter cease to have any rights with respect to such shares of Company Common Stock or Company Preferred Stock, as the case may be, except as provided herein or by law. (d) Each share of Company Common Stock and each share of Company Preferred Stock issued and owned by Parent or Merger Sub or held by the Company at the Effective Time shall, by virtue of the following securities:Merger, cease to be outstanding and shall be canceled and retired and no Ordinary Shares of Parent or other consideration shall be delivered in exchange therefor. (ae) The limited liability company interests At the Effective Time, by virtue of the Merger and without any action on the part of the holder thereof, each share of common stock, par value $1.00 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time, all of which shall be held by Parentconverted into one validly issued, shall remain outstanding as limited liability company interests of the Surviving Entity, all of which shall continue to be held by Parent. (b) Each fully paid and non-assessable share of common stock, par value $0.01 per share, of the Company (such shares, collectively, the “Company Common Stock”, and each, a “Company Common Share”) 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(d)) shall be converted into the right to receive an amount of Parent Common Stock equal to the product of one Company Common Share multiplied by the Common Exchange Ratio (which Common Exchange Ratio is subject to adjustment as set forth in Section 1.8) (the “Common Stock Consideration” and together with the Preferred Stock Consideration, the “Merger Consideration”)Surviving Corporation. (c) All Company Common Shares (other than Company Common Shares to be canceled pursuant to Section 1.6(d)) shall be canceled and shall cease to exist, and each holder of a certificate theretofore representing any Company Common Shares (each, a “Certificate”) or non-certificated Company Common Shares represented by book-entry (“Book-Entry Shares”) shall cease to have any rights with respect thereto, except the right to receive (i) the Common Stock Consideration upon surrender of such Certificates or Book-Entry Shares in accordance with Section 2.1(c), without interest (subject to any applicable withholding Tax specified in Section 2.2); and (ii) any dividends and other distributions in accordance with Section 2.1(g). (d) Each Company Common Share owned by Parent or Merger Sub, or owned by any direct or indirect Subsidiary of any such Person, in each case immediately prior to the Effective Time, shall automatically be canceled and retired and cease to exist as of the Effective Time and no consideration shall be paid in exchange therefor. (e) Each share of 6.125% Series C Cumulative Redeemable Preferred Stock, par value $0.01 per share, of the Company (such shares, collectively, the “Company Preferred Stock”, and each, a “Company Preferred Share”, and the Company Preferred Shares collectively with the Company Common Shares, the “Company Shares”) issued and outstanding immediately prior to the Effective Time shall be converted into the right to receive the Preferred Stock Consideration and shall be canceled and cease to exist, and each holder of a certificate theretofore representing any Company Preferred Shares or non-certificated Company Preferred Shares represented by book-entry shall cease to have any rights with respect thereto, except the right to receive the Preferred Stock Consideration upon surrender of such certificates or book-entry shares.

Effect on Capital Stock. (a) At the Effective Time, by virtue of the Merger and without any action on the part of Parentthe holder of any shares of Company Common Stock (each a “Company Share” and collectively, the “Company Shares”) or any shares of capital stock of Merger Sub, the Company or the holders of any of the following securities: (ai) The limited liability company interests Each issued and outstanding share of capital stock of Merger Sub issued and outstanding immediately prior to the Effective Time, all of which shall be held by Parent, shall remain outstanding as limited liability company interests of the Surviving Entity, all of which shall continue to be held by Parent. (b) Each converted into and become one fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation. (ii) Each Company Share that is owned by any Parent Company or any Acquired Company shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist, and no shares of Parent common stock, par value $0.01 per share (such shares, collectively, the “Company Parent Common Stock”), or other consideration shall be delivered or deliverable in exchange therefor. (b) At the Effective Time, by virtue of the Merger and without any action on the part of the Company, Merger Sub or the holders of any securities of the Company or Merger Sub: (i) Subject to Sections 2.1(b)(iii), 2.1(c), 2.2 and 2.4, each issued and outstanding share of Company Non-Voting Common Stock and each issued and outstanding share of Company Voting Common Stock (in each case, other than Company Shares to be cancelled in accordance with Section 2.1(a)(ii) and any Appraisal Shares (to the extent provided in Section 2.1(c))), which immediately prior to the Effective Time will be the only classes of common stock of the Company then outstanding, shall thereupon be canceled and extinguished and automatically converted into and shall thereafter represent only the right to receive the following consideration, without interest thereon, upon the surrender of Company Shares in non-certificated book-entry form (“Company Book-Entry Shares”): (A) Each Company Share with respect to which an election to receive a combination of stock and cash (a “Mixed Election”) has been effectively made and not revoked or lost pursuant to Section 2.3 (each, a “Company Common Mixed Consideration Electing Share”) and each Non-Electing Company Share shall be converted into the right to receive the combination (which combination shall hereinafter be referred to as the “Mixed Consideration”) of (x) $10.00 in cash (the “Per Share Cash Amount”) and (y) 0.3201 of a share of validly issued, fully paid and non-assessable shares of Parent Common Stock (the “Mixed Election Stock Exchange Ratio”), subject to adjustment in accordance with Section 2.1(b)(iii). (B) Each Company Share with respect to which an election to receive only cash (a “Cash Election”) has been effectively made and not revoked or lost pursuant to Section 2.3 (each, a “Cash Electing Company Share”) shall be converted (provided that the Available Cash Election Amount equals or exceeds the Cash Election Amount) into the right to receive in cash, without interest, an amount (rounded to two decimal places) (the “Per Share Cash Election Consideration”) equal to the sum of (i) the Per Share Cash Amount plus (ii) the product of the Mixed Election Stock Exchange Ratio multiplied by the Closing Volume-Weighted Average Price; provided, however, that if (x) the product of the number of Cash Electing Company Shares and the Per Share Cash Election Consideration (such product being the “Cash Election Amount”) exceeds (y) the difference between (I) the product of the Per Share Cash Amount and the total number of Company Shares (other than Company Shares to be cancelled in accordance with Section 2.1(a)(ii)) issued and outstanding immediately prior to the Effective Time minus (other than II) the product of the number of Mixed Consideration Electing Shares (including any shares of Non-Electing Company Common Stock to be canceled pursuant to Section 1.6(dShares) and the Per Share Cash Amount (such difference being the “Available Cash Election Amount”)) , then each Cash Electing Company Share shall be converted into the a right to receive (1) an amount of cash (without interest) equal to the product (rounded to two decimal places) of (p) the Per Share Cash Election Consideration and (q) a fraction, the numerator of which shall be the Available Cash Election Amount and the denominator of which shall be the Cash Election Amount (such fraction being the “Cash Fraction”) and (2) a number of validly issued, fully paid and non-assessable shares of Parent Common Stock equal to the product of one Company Common Share multiplied by (r) the Common Exchange Ratio (which Common Exchange Ratio is subject to adjustment as set forth in Section 1.8) (the “Common Stock Consideration” and together with the Preferred Stock Consideration, the “Merger Consideration”). (c) All Company Common Shares (other than Company Common Shares to be canceled pursuant to Section 1.6(d)) shall be canceled and shall cease to exist, and each holder of a certificate theretofore representing any Company Common Shares (each, a “Certificate”) or non-certificated Company Common Shares represented by book-entry (“Book-Entry Shares”) shall cease to have any rights with respect thereto, except the right to receive (i) the Common Stock Consideration upon surrender of such Certificates or Book-Entry Shares in accordance with Section 2.1(c), without interest (subject to any applicable withholding Tax specified in Section 2.2); and (iis) any dividends and other distributions in accordance with Section 2.1(g)one (1) minus the Cash Fraction. (d) Each Company Common Share owned by Parent or Merger Sub, or owned by any direct or indirect Subsidiary of any such Person, in each case immediately prior to the Effective Time, shall automatically be canceled and retired and cease to exist as of the Effective Time and no consideration shall be paid in exchange therefor. (e) Each share of 6.125% Series C Cumulative Redeemable Preferred Stock, par value $0.01 per share, of the Company (such shares, collectively, the “Company Preferred Stock”, and each, a “Company Preferred Share”, and the Company Preferred Shares collectively with the Company Common Shares, the “Company Shares”) issued and outstanding immediately prior to the Effective Time shall be converted into the right to receive the Preferred Stock Consideration and shall be canceled and cease to exist, and each holder of a certificate theretofore representing any Company Preferred Shares or non-certificated Company Preferred Shares represented by book-entry shall cease to have any rights with respect thereto, except the right to receive the Preferred Stock Consideration upon surrender of such certificates or book-entry shares.

Effect on Capital Stock. At the Effective Time, Time by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company or the holders of any of the following securitiesholder thereof: (a) The limited liability company interests of Merger Sub issued and outstanding immediately prior to the Effective Time, all of which shall be held by Parent, shall remain outstanding as limited liability company interests of the Surviving Entity, all of which shall continue to be held by Parent. (b) Each share of common stock, par value $0.01 per share, of the Company (such shares, collectively, the “Company Common Stock”, and each, a “Company Common Share”) 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(dDissenting Shares)) , shall be converted into the right to receive an amount (i) 1.3411 (the “Exchange Ratio”) fully paid and nonassessable shares of Parent Common Stock equal to the product of one Company Common Share multiplied by the Common Exchange Ratio (which Common Exchange Ratio is Stock, subject to adjustment as set forth in Section 1.8) 2.5 with respect to fractional shares (the “Common Stock Consideration”), and (ii) $8.18 in cash (the “Cash Consideration” and and, together with the Preferred Stock Consideration, the “Merger Consideration”). (cb) All shares of Company Common Shares Stock (other than Company Common Shares shares referred to be canceled pursuant to in Section 1.6(d1.9(d)) shall cease to be outstanding and shall be canceled and retired and shall cease to exist, and each holder of a certificate theretofore representing which immediately prior to the Effective Time represented any such shares of Company Common Shares Stock (each, a “Certificate”) or non-certificated Company Common Shares represented by book-entry (“Book-Entry Shares”) shall thereafter cease to have any rights with respect theretoto such shares of Company Common Stock, except the right to receive (i) the Common Stock applicable Merger Consideration and any dividends or other distributions to which holders become entitled all in accordance with Article II upon the surrender of such Certificates or Book-Entry Shares in accordance with Section 2.1(c), without interest (subject to any applicable withholding Tax specified in Section 2.2); and (ii) any dividends and other distributions in accordance with Section 2.1(g)Certificate. (dc) Each Company Common Share owned by Parent or Unless there is a Conversion Event, each membership interest of Merger Sub, or owned by any direct or indirect Subsidiary of any such Person, in each case Sub issued and outstanding immediately prior to the Effective TimeTime shall remain issued, shall automatically be canceled outstanding and retired and cease to exist unchanged as a membership interest of the Effective Time and no consideration shall be paid in exchange therefor. (e) Each Surviving Company. If there is a Conversion Event, each share of 6.125% Series C Cumulative Redeemable Preferred Stockcommon stock, par value $0.01 0.0001 per share, of the Company (such shares, collectively, the “Company Preferred Stock”, and each, a “Company Preferred Share”, and the Company Preferred Shares collectively with the Company Common Shares, the “Company Shares”) Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into one share of common stock, par value $0.0001 per share, of the Surviving Company. (d) Notwithstanding anything in this Agreement to the contrary, shares of Company Common Stock that are issued and outstanding immediately prior to the Effective Time and that are owned by stockholders that have properly perfected their rights of appraisal within the meaning of Section 262 of the DGCL (the “Dissenting Shares”) shall not be converted into the right to receive the Preferred Merger Consideration, unless and until such stockholders shall have failed to perfect any available right of appraisal under applicable law, but, instead, the holders thereof shall be entitled to payment of the appraised value of such Dissenting Shares in accordance with Section 262 of the DGCL. If any such holder shall have failed to perfect or shall have effectively withdrawn or lost such right of appraisal, the shares of Company Common Stock Consideration held by such stockholder shall not be deemed Dissenting Shares for purposes of this Agreement and shall thereupon be canceled and cease to exist, and each holder of a certificate theretofore representing any Company Preferred Shares or non-certificated Company Preferred Shares represented by book-entry shall cease deemed to have been converted into the Merger Consideration at the Effective Time in accordance with Section 1.9(a). The Company shall give Parent (A) prompt notice of any rights demands for appraisal filed pursuant to Section 262 of the DGCL received by the Company, withdrawals of such demands and any other instruments served or delivered in connection with such demands pursuant to the DGCL and received by the Company and (B) the opportunity to participate in all negotiations and proceedings with respect theretoto demands made pursuant to Section 262 of the DGCL. The Company shall not, except with the right prior written consent of Parent, (x) make any payment with respect to receive any such demand, (y) offer to settle or settle any such demand or (z) waive any failure to timely deliver a written demand for appraisal or timely take any other action to perfect appraisal rights in accordance with the Preferred DGCL. (e) If prior to the Effective Time, Parent or the Company, as the case may be, should split, combine or otherwise reclassify the Parent Common Stock Consideration or the Company Common Stock, or pay a stock dividend or other stock distribution in Parent Common Stock or Company Common Stock, as applicable, or otherwise change the Parent Common Stock or Company Common Stock into any other securities, or make any other such stock dividend or distribution in capital stock of Parent or the Company in respect of the Parent Common Stock or the Company Common Stock, respectively, then any number or amount contained herein which is based upon surrender the price of the Parent Common Stock or the number of shares of Company Common Stock or Parent Common Stock, as the case may be, will be appropriately adjusted to reflect such certificates split, combination, dividend or book-entry sharesother distribution or change.

Effect on Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the holder of any shares of capital stock of the Company or the holders any shares of any capital stock of the following securitiesParent, Sun Global or Merger Sub: (a) The limited liability company interests Each share of capital stock of Merger Sub issued and outstanding immediately prior to the Effective Time, all of which Time shall be held by Parentconverted into and become one validly issued, shall remain outstanding as limited liability company interests fully paid and nonassessable share of common stock of the Surviving Entity, all of which shall continue to be held by ParentCorporation. (b) Each share of common stock, par value $0.01 per share, of Common Stock that is directly owned by the Company (such shares, collectively, the “Company Common Stock”, as treasury stock and each, a “Company Common Share”) issued and outstanding immediately prior to the Effective Time (other than any shares each share of Company Common Stock to be canceled pursuant to Section 1.6(d)) shall be converted into the right to receive an amount of Parent Common Stock equal to the product of one Company Common Share multiplied by the Common Exchange Ratio (which Common Exchange Ratio that is subject to adjustment as set forth in Section 1.8) (the “Common Stock Consideration” and together with the Preferred Stock Consideration, the “Merger Consideration”). (c) All Company Common Shares (other than Company Common Shares to be canceled pursuant to Section 1.6(d)) shall be canceled and shall cease to exist, and each holder of a certificate theretofore representing any Company Common Shares (each, a “Certificate”) or non-certificated Company Common Shares represented by book-entry (“Book-Entry Shares”) shall cease to have any rights with respect thereto, except the right to receive (i) the Common Stock Consideration upon surrender of such Certificates or Book-Entry Shares in accordance with Section 2.1(c), without interest (subject to any applicable withholding Tax specified in Section 2.2); and (ii) any dividends and other distributions in accordance with Section 2.1(g). (d) Each Company Common Share owned by Parent or Merger Sub, or directly owned by any direct or indirect Subsidiary of any such Personwholly-owned Company Subsidiary, in each case immediately prior to the Effective Time, shall automatically be canceled and retired and shall cease to exist as of the Effective Time exist, and no consideration shall be paid delivered in exchange therefor. (e) . Each share of 6.125% Series C Cumulative Redeemable Preferred StockCommon Stock owned by Parent immediately prior to the Effective Time shall remain outstanding after the Effective Time as validly issued, par value $0.01 per share, fully paid and nonassessable shares of common stock of the Company (such shares, collectively, the “Company Preferred Stock”, and each, a “Company Preferred Share”, and the Company Preferred Shares collectively with the Company Surviving Corporation. Each share of Common Shares, the “Company Shares”) issued and outstanding Stock owned by Sun Global immediately prior to the Effective Time shall be converted into and become a number of validly issued, fully paid and nonassessable shares of common stock of the Surviving Corporation equal to the sum of (i) the number of shares of Common Stock owned by Sun Global immediately prior to the Effective Time and (ii) the number of Shares outstanding immediately prior to the Effective Time. (c) Each share of Common Stock issued and outstanding immediately prior to the Effective Time (excluding shares which are to remain outstanding, or which will be canceled, in accordance with Section 2.01(b) and, except as provided in Section 2.01(d), the Appraisal Shares (as defined herein) shall be converted into the right to receive $5.25 in cash, without interest (the Preferred “Merger Consideration”), and at the Effective Time, all such shares of Common Stock Consideration shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and each holder of a certificate theretofore representing any Company Preferred Shares or non-certificated Company Preferred Shares represented by book-entry thereof shall cease to have any rights with respect thereto, except the right to receive the Preferred Merger Consideration and any declared dividends with a record date prior to the Effective Time that remain unpaid at the Effective Time and that are due to such holder. (d) Notwithstanding anything in this Agreement to the contrary, shares (the “Appraisal Shares”) of Common Stock Consideration upon surrender issued and outstanding immediately prior to the Effective Time that are held by any holder who is entitled to demand and properly demands appraisal of such certificates shares pursuant to, and who complies in all respects with, the Appraisal Provisions shall not be converted into the right to receive the Merger Consideration as provided in Section 2.01(c), but instead such holder shall be entitled to payment of the fair value of such shares in accordance with the Appraisal Provisions. At the Effective Time, the Appraisal Shares shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and each holder of Appraisal Shares shall cease to have any rights with respect thereto, except the right to receive the fair value of such shares in accordance with the Appraisal Provisions. Notwithstanding the foregoing, if any such holder shall fail to perfect or book-entry sharesotherwise shall waive, withdraw or lose the right to appraisal under the Appraisal Provisions or a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by the Appraisal Provisions, then the right of such holder to be paid the fair value of such holder’s Appraisal Shares under the Appraisal Provisions shall cease and such Appraisal Shares shall be deemed to have been converted at the Effective Time into, and shall have become, the right to receive the Merger Consideration as provided in Section 2.01(c). The Company shall give prompt notice to Parent and Sun Global of any demands for appraisal of any shares of Common Stock, withdrawals of such demands and any other instruments served pursuant to the MBCA received by the Company, and Parent and Sun Global shall have the right to participate in and direct all negotiations and proceedings with respect to such demands. The Company shall not, without the prior written consent of Parent and Sun Global (which consent shall not be unreasonably withheld or delayed), voluntarily make any payment with respect to, or settle or offer to settle, any such demands, or agree to do or commit to do any of the foregoing.

Effect on Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of Company, Parent, Merger Sub, the Company Sub or the holders holder of any shares or securities of the following securitiesCompany, Parent or Merger Sub: (a) The limited liability company interests each share of common stock, par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time, all of which Time shall be held by Parent, shall remain outstanding as limited liability company interests of the Surviving Entity, all of which shall continue to be held by Parent. (b) Each converted into one fully paid and non-assessable share of common stock, par value $0.01 per share, of the Surviving Corporation; (b) each share of common stock, par value $0.01 per share, of Company (such shares, collectively, the “Company Common Stock”) that is owned by Company, any of its Subsidiaries or Parent (in each case, if any) immediately prior to the Effective Time shall no longer be outstanding and shall be canceled and shall cease to exist, and eachno consideration shall be delivered in exchange therefor; and (c) subject to Section 2.03, a “each share of Company Common Share”) Stock issued and outstanding immediately prior to the Effective Time (other than any shares of Company Common Stock to be canceled pursuant to in accordance with Section 1.6(d2.01(b)) shall be converted into the right to receive an amount the Merger Consideration in cash. All such shares of Parent Common Stock equal to the product of one Company Common Share multiplied by the Common Exchange Ratio (which Common Exchange Ratio is subject to adjustment as set forth in Section 1.8) (the “Common Stock Consideration” Stock, when so converted, shall no longer be outstanding and together with the Preferred Stock Consideration, the “Merger Consideration”). (c) All Company Common Shares (other than Company Common Shares to be canceled pursuant to Section 1.6(d)) shall automatically be canceled and shall cease to exist, and each holder of a certificate theretofore representing any Company Common Shares (each, a “Certificate”) or non-certificated Company Common Shares represented by evidence of shares in book-entry (“Book-Entry Shares”) shall cease to have any rights with respect thereto, except the right to receive (i) the Common Stock Consideration upon surrender of such Certificates or Book-Entry Shares in accordance with Section 2.1(c), without interest (subject to any applicable withholding Tax specified in Section 2.2); and (ii) any dividends and other distributions in accordance with Section 2.1(g). (d) Each Company Common Share owned by Parent or Merger Sub, or owned by any direct or indirect Subsidiary of any such Personform that, in each case immediately prior to the Effective Timecase, shall automatically be canceled and retired and cease to exist as of the Effective Time and no consideration shall be paid in exchange therefor. (e) Each share of 6.125% Series C Cumulative Redeemable Preferred Stock, par value $0.01 per share, of the Company (such shares, collectively, the “Company Preferred Stock”, and each, a “Company Preferred Share”, and the Company Preferred Shares collectively with the Company Common Shares, the “Company Shares”) issued and outstanding immediately prior to the Effective Time shall be converted into the right to receive the Preferred represented any such shares of Company Common Stock Consideration and shall be canceled and cease to exist, and each holder of a certificate theretofore representing any Company Preferred Shares or non-certificated Company Preferred Shares represented by book-entry shall cease to have any rights with respect thereto, except the right to receive the Preferred Stock Merger Consideration upon the surrender of such certificates Certificate (or evidence of shares of Company Common Stock held in book-entry sharesform) in accordance with Section 2.03, without interest. The right of such holders of shares of Company Common Stock to receive the Merger Consideration shall be subject to and reduced by the amount of any withholding pursuant to Section 2.06.

Effect on Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company or the holders of any of the following securitiesSecurities: (a) The limited liability company interests of Merger Sub issued and outstanding immediately prior to the Effective Time, all of which shall be held by Parent, shall remain outstanding as limited liability company interests of the Surviving Entity, all of which shall continue to be held by Parent. (b) Each share of common stock, par value $0.01 per share, of the Company (such shares, collectively, the “Company Common Stock”, and each, a “Company Common Share”) Stock issued and outstanding immediately prior to the Effective Time (other than Excluded Shares, Converted Shares and Dissenting Shares, but including any shares of subject to a Company Common Restricted Stock to be canceled pursuant to Section 1.6(d)Award) shall will be converted into and will thereafter represent the right to receive an amount of Parent Common Stock equal $105.00 in cash, without interest (as may be adjusted pursuant to the product of one Company Common Share multiplied by the Common Exchange Ratio (which Common Exchange Ratio is subject to adjustment as set forth in Section 1.8) (2.6(e), the “Common Stock Per Share Merger Consideration,” and together with in the Preferred Stock Considerationaggregate for all such shares of Common Stock, the “Merger Consideration”). (cb) All Company Each share of Common Shares Stock owned by the Company, Parent or Merger Sub immediately prior to the Effective Time (each such share, an “Excluded Share”) will be cancelled and will cease to exist and no consideration will be paid or delivered in exchange therefor. Each share of Common Stock owned by any direct or indirect wholly owned Subsidiary of Parent (other than Merger Sub) or of the Company immediately prior to the Effective Time (each such share, a “Converted Share”) shall be converted into a number of shares of stock of the Surviving Corporation such that each such Subsidiary shall own the same percentage of the outstanding capital stock of the Surviving Corporation immediately following the Effective Time as such Subsidiary owned in the Company immediately prior to the Effective Time, and no other consideration will be paid or delivered in exchange therefor. (c) Each share of common stock, $0.01 par value per share, of Merger Sub issued and outstanding immediately prior to the Effective Time will be converted into one fully paid and nonassessable share of common stock of the Surviving Corporation. (d) Notwithstanding any provision of this Agreement to the contrary, if and to the extent required by the DGCL, shares of Common Stock that are issued and outstanding immediately prior to the Effective Time and are held by holders who are entitled to appraisal rights under Section 262 of the DGCL and who have properly demanded appraisal in accordance with Section 262 of the DGCL (and who have not failed to perfect or otherwise effectively withdrawn or lost the right to appraisal) (such shares of Common Stock, “Dissenting Shares”) will not be converted into or represent the right to receive the Per Share Merger Consideration, and holders of such Dissenting Shares will be entitled only to receive such consideration as may be canceled determined pursuant to Section 1.6(d262 of the DGCL. If any such holder fails to perfect or effectively withdraws or loses such right or if a court of competent jurisdiction determines that such holder is not entitled to the relief provided by Section 262 of the DGCL, each such Dissenting Share will thereupon be treated as if it had been converted into, at the Effective Time, the right to receive the Per Share Merger Consideration in accordance with this Agreement (less any payments made by Parent or the Surviving Corporation with respect to such Dissenting Share before entry of judgment in accordance with Section 262 of the DGCL), without interest thereon, and will not thereafter be deemed to be a Dissenting Share. The Company will give Parent (i) prompt written notice of any demands received by the Company for appraisal of Dissenting Shares, withdrawals of such demands and any other demands, notices or instruments served pursuant to the DGCL that are received by the Company relating to such demands and (ii) the opportunity and right to direct all negotiations and proceedings with respect to such demands, notices or instruments. The Company will not, except with the prior written consent of Parent (which consent will not be unreasonably withheld, conditioned or delayed), make any payment with respect to any appraisal demand, notice or instrument or offer to settle or settle any such demand, notice or instrument or waive any failure to timely deliver a written demand for appraisal or timely take any other action to perfect appraisal rights in accordance with the DGCL. Any portion of the Merger Consideration held in the Payment Fund in respect of payment made available to the Paying Agent pursuant to Section 3.1(a) to pay for Dissenting Shares shall be returned to Parent on demand. (e) If after the date of this Agreement and prior to the Effective Time, the Company pays a dividend in, splits, combines into a smaller number of shares, or issues by reclassification any shares of Common Stock (or undertakes any similar act), then the Per Share Merger Consideration will be appropriately adjusted to provide to the holders of the Common Stock the same economic effect as contemplated by this Agreement prior to such action, and as so adjusted will, from and after the date of such event, be the Per Share Merger Consideration, subject to further adjustment in accordance with this provision, provided that nothing in this Section 2.6(e) shall be canceled construed to permit the Company to take any action with respect to any Securities that is prohibited by this Agreement. (f) From and shall after the Effective Time, the shares of Common Stock (including any shares subject to a Company Restricted Stock Award) converted into the right to receive the Per Share Merger Consideration pursuant to this Section 2.6 and Dissenting Shares will no longer remain outstanding and will automatically be cancelled and will cease to exist, and each holder of a certificate theretofore representing any Company Common Shares (each, a “Certificate”) previously representing certificated shares of Common Stock or shares of Common Stock that are in non-certificated Company Common Shares represented by book-entry form (“Book-Entry Shares”) shall will thereafter cease to have any rights with respect thereto, except the right to receive (i) the such holder’s shares of Common Stock Consideration upon surrender of such Certificates or Book-Entry Shares in accordance with Section 2.1(c), without interest (subject to any applicable withholding Tax specified in Section 2.2); and (ii) any dividends and other distributions in accordance with Section 2.1(g). (d) Each Company Common Share owned by Parent or Merger Sub, or owned by any direct or indirect Subsidiary of any such Person, in each case immediately prior to the Effective Time, shall automatically be canceled and retired and cease to exist as of the Effective Time and no consideration shall be paid in exchange therefor. (e) Each share of 6.125% Series C Cumulative Redeemable Preferred Stock, par value $0.01 per share, of the Company (such shares, collectively, the “Company Preferred Stock”, and each, a “Company Preferred Share”, and the Company Preferred Shares collectively with the Company Common Shares, the “Company Shares”) issued and outstanding immediately prior to the Effective Time shall be converted into the right to receive the Preferred Stock Consideration and shall be canceled and cease to exist, and each holder of a certificate theretofore representing any Company Preferred Shares or non-certificated Company Preferred Shares represented by book-entry shall cease to have any rights with respect thereto, except the right to receive the Preferred Stock Per Share Merger Consideration upon surrender in accordance with this Agreement or, in the case of Dissenting Shares, such certificates or book-entry sharesconsideration as may be determined pursuant to Section 262 of the DGCL.

Effect on Capital Stock. At the Effective Time, automatically by virtue of the Merger and without any further action on the part of ParentSummit, Merger Sub, the Company PSB or the holders of any holder of the following securities: (a) The limited liability company interests of Merger Sub issued and outstanding immediately prior to the Effective Time, all of which shall be held by Parent, shall remain outstanding as limited liability company interests of the Surviving Entity, all of which shall continue to be held by Parent. (b) Each share of common stock, par value $0.01 2.50 per share, of the Company Summit (such shares, collectively, the “Company Summit Common Stock”, and each, a “Company Common Share”) 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(d)) shall be converted into the right to receive an amount of Parent Common Stock equal to the product of one Company Common Share multiplied by the Common Exchange Ratio (which Common Exchange Ratio is subject to adjustment as set forth in Section 1.8) (the “Common Stock Consideration” and together with the Preferred Stock Consideration, the “Merger Consideration”). (c) All Company Common Shares (other than Company Common Shares to be canceled pursuant to Section 1.6(d)) shall be canceled and shall cease to exist, and each holder of a certificate theretofore representing any Company Common Shares (each, a “Certificate”) or non-certificated Company Common Shares represented by book-entry (“Book-Entry Shares”) shall cease to have any rights with respect thereto, except the right to receive (i) the Common Stock Consideration upon surrender of such Certificates or Book-Entry Shares in accordance with Section 2.1(c), without interest (subject to any applicable withholding Tax specified in Section 2.2); and (ii) any dividends and other distributions in accordance with Section 2.1(g). (d) Each Company Common Share owned by Parent or Merger Sub, or owned by any direct or indirect Subsidiary of any such Person, in each case immediately prior to the Effective Time, shall automatically be canceled and retired and cease to exist as of the Effective Time and no consideration shall be paid in exchange therefor. (e) Each share of 6.125% Series C Cumulative Redeemable Preferred Stock, par value $0.01 per share, of the Company (such shares, collectively, the “Company Preferred Stock”, and each, a “Company Preferred Share”, and the Company Preferred Shares collectively with the Company Common Shares, the “Company Shares”) issued and outstanding immediately prior to the Effective Time shall continue to be one validly issued, fully paid and nonassessable share of common stock, par value $2.50 per share, of Summit. (b) Subject to the other provisions of this Article II, each share of common stock, par value $10.00 per share, of PSB (“PSB Common Stock”) (other than each Dissenting Share, as defined below in Section 2.7) that is issued and outstanding immediately prior to the Effective Time shall cease to be outstanding and will be converted into and become the right to receive 1.2347 shares (the Preferred “Exchange Ratio”) of Summit Common Stock Consideration and (the “Merger Consideration”); and (c) As of the Effective Time, each outstanding option to purchase a share or shares of PSB Common Stock (each, a “PSB Option”) shall be canceled (i) entitled to receive cash in an amount equal to the product obtained by multiplying (1) the difference between (a) $35.00 and cease (b) the exercise price (rounded to existthe nearest cent) for each outstanding PSB Option by (2) the number of shares of PSB Common Stock subject to such PSB Stock Option. As of the Effective Time, and each holder of a certificate theretofore representing any Company Preferred Shares or non-certificated Company Preferred Shares represented by book-entry PSB Option shall cease to have any rights with respect thereto, except the right to receive the Preferred cash consideration specified in this Section 2.1(c), without interest. (d) Notwithstanding any other provision of this Agreement, no fractional shares of Summit Common Stock shall be issued in the Merger and, in lieu thereof, holders of shares of PSB Common Stock who would otherwise be entitled to a fractional share interest (after taking into account all shares of PSB Common Stock held by such holder) shall be paid an amount in cash (without interest) equal to the product of such fractional share interest and the Final Summit Price. No such holder shall be entitled to dividends, voting rights or any other rights in respect of any fractional share. (e) If, between the date hereof and the Effective Time, the outstanding shares of Summit Common Stock shall have been increased, decreased, changed into or exchanged for a different number or kind of shares or securities as a result of a reorganization, recapitalization, reclassification, stock dividend, stock split, reverse stock split, or other similar change in capitalization (a “Share Adjustment”), then the Exchange Ratio shall be appropriately and proportionately adjusted so that the shareholders of PSB Common Stock shall be entitled to receive the Merger Consideration in such proportion as they would have received pursuant to such Share Adjustment had the record date therefor been immediately following the Effective Time. (f) As of the Effective Time, all shares of PSB Common Stock converted into the Merger Consideration pursuant to this Section 2.1 shall no longer be outstanding and shall automatically be canceled and retired, and all rights with respect thereto shall cease to exist, and each holder of PSB Common Stock shall cease to have any rights thereto, except the right to receive, upon surrender of such the holder’s certificates representing shares of PSB Common Stock (“Certificates”) or bookany non-entry certificated shares of PSB Common Stock (“Book Entry Shares”) in accordance with Section 2.2 hereof, his, her or its pro rata share of the Merger Consideration pursuant to this Section 2.1. (g) At the Effective Time, the stock transfer books of PSB shall be closed, and no transfer of PSB Common Stock theretofor outstanding shall thereafter be made. (h) Any shares of PSB Common Stock that are owned by PSB (including treasury shares) or Summit (other than shares held in a fiduciary capacity or shares held in satisfaction of a debt previously contracted) shall automatically be canceled and retired and all rights with respect thereto shall cease to exist, and no consideration shall be delivered in exchange therefor.

Effect on Capital Stock. (a) At the Effective Time, as a result of the Merger and without any action on the part of the holder thereof, each share of common stock, par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time, shall be converted into one validly issued, fully paid and non-assessable share of common stock, par value $0.01 per share, of the Surviving Corporation. (b) At the Effective Time, by virtue of the Merger and without any action on the part of Parentthe holder thereof, Merger Sub, the Company or the holders of any of the following securities: (a) The limited liability company interests of Merger Sub issued and outstanding immediately prior to the Effective Time, all of which shall be held by Parent, shall remain outstanding as limited liability company interests of the Surviving Entity, all of which shall continue to be held by Parent. (b) Each each share of common stock, par value $0.01 per share, of the Company (such shares, collectively, the “Company Common Stock”, and each, a “Company Common Share”) issued and outstanding immediately prior to the Effective Time (other than including any Company Restricted Stock which has become vested and converted into unrestricted Company Common Stock pursuant to Section 1.9(b), but excluding any shares of Company Common Stock to held directly or indirectly by the Company, all of which shall be canceled pursuant to as provided in Section 1.6(d1.8(d)) ), shall be converted into and shall thereafter represent the right to receive an amount 0.3291 (such ratio, as may be adjusted pursuant to Section 1.11, the “Exchange Ratio”) of a validly issued, fully paid and non-assessable share of Parent Common Stock equal to the product (collectively with any shares of one Company Common Share multiplied by the Common Exchange Ratio (which Common Exchange Ratio is subject to adjustment as set forth in Section 1.8) (the “Parent Common Stock Consideration” and together with the Preferred Stock Considerationto be issued pursuant to Section 2.4, the “Merger Consideration”). (c) All As a result of the Merger and without any action on the part of the holders thereof, at the Effective Time, all shares of outstanding Company Common Shares (other than Company Common Shares Stock shall cease to be canceled pursuant to Section 1.6(d)) outstanding and shall be canceled and retired and shall cease to exist, and each holder of a certificate theretofore representing any or certificates which immediately prior to the Effective Time represented shares of Company Common Shares Stock (each, a the “CertificateCertificates”) or non-certificated Company Common Shares represented by book-entry shares which immediately prior to the Effective Time represented shares of Company Common Stock (the “Book-Entry Shares”) shall thereafter cease to have any rights with respect thereto, except the right to receive (i) the such shares of Company Common Stock Consideration upon surrender of such Certificates except as provided herein or Book-Entry Shares in accordance with Section 2.1(c), without interest (subject to any applicable withholding Tax specified in Section 2.2); and (ii) any dividends and other distributions in accordance with Section 2.1(g)by Law. (d) Each share of Company Common Share Stock owned by Parent Parent, Merger Sub or Merger Sub, any of their Subsidiaries or owned held by the Company or any direct or indirect Subsidiary of its Subsidiaries (including any such Person, shares held in each case immediately prior to the treasury of the Company) at the Effective TimeTime shall, by virtue of the Merger, cease to be outstanding and shall automatically be canceled and retired and cease to exist as no stock of the Effective Time and no Parent or other consideration shall be paid delivered in exchange therefor. (e) Each share of 6.125% Series C Cumulative Redeemable Preferred Stock, par value $0.01 per share, of the Company (such shares, collectively, the “Company Preferred Stock”, and each, a “Company Preferred Share”, and the Company Preferred Shares collectively with the Company Common Shares, the “Company Shares”) issued and outstanding immediately prior to the Effective Time shall be converted into the right to receive the Preferred Stock Consideration and shall be canceled and cease to exist, and each holder of a certificate theretofore representing any Company Preferred Shares or non-certificated Company Preferred Shares represented by book-entry shall cease to have any rights with respect thereto, except the right to receive the Preferred Stock Consideration upon surrender of such certificates or book-entry shares.

Effect on Capital Stock. (a) At the Effective Time, by virtue of the Merger and without any further action on the part of Parent, Merger Sub, the Company or the holders of any stockholder of the following securities: (a) The limited liability company interests Company, each share of common stock of Merger Sub issued and outstanding immediately prior to the Effective Time, all of which Time shall be held by Parent, shall remain outstanding as limited liability company interests of the Surviving Entity, all of which shall continue to be held by Parent. (b) Each converted into one fully paid and nonassessable share of common stock, par value $0.01 0.001 per share, of the Company Surviving Corporation (such shares, collectively, the “Company Surviving Corporation Common Stock”) and shall constitute the only outstanding shares of Surviving Corporation Common Stock. (b) At the Effective Time, by virtue of the Merger and eachwithout any further action on the part of Parent, a “Merger Sub, the Company or any stockholder of the Company, subject to the provisions of this Article II and Article III, each share of Company Common Share”) 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(d)owned by Parent, the Company or any of their respective wholly-owned Subsidiaries and the Dissenting Shares) shall shall, by virtue of this Agreement and without any action on the part of the holder thereof, be converted into and shall thereafter represent the right to receive an amount (i) 0.31 of a share of Parent Common Stock equal to the product of one Company Common Share multiplied by the Common Exchange Ratio (which Common Exchange Ratio is subject to adjustment as set forth in Section 1.8) (the “Exchange Ratio” and, such shares, the “Stock Consideration”), without interest, and (ii) one contractual contingent value right per share of Company Common Stock Consideration(each a “CVR” and and, together with the Preferred Stock Consideration, the “Merger Consideration”), which shall represent the right to receive up to two contingent payments, if any, upon the achievement of certain milestones at the times and subject to the terms and conditions of the CVR Agreement, net to the holder thereof in cash, subject to reduction for any applicable withholding taxes in respect thereof, without interest. (c) All From and after the Effective Time, none of the Company Common Shares (other than Stock converted into the Merger Consideration pursuant to this Article II shall remain outstanding and all such shares of Company Common Shares to Stock shall automatically be canceled pursuant to Section 1.6(d)) shall be canceled cancelled and retired and shall cease to exist, and each holder of a certificate theretofore previously representing any such Company Common Shares Stock (each, a “Certificate”) or shares of Company Common Stock that are in non-certificated Company Common Shares represented by book-book entry form (“Book-Entry Shares”) (other than the Dissenting Shares) shall thereafter cease to have any rights with respect thereto, except the right to receive (i) the Merger Consideration, (ii) any cash to be paid in lieu of any fractional share of Parent Common Stock Consideration upon surrender of such Certificates or Book-Entry Shares in accordance with Section 2.1(c), without interest 3.5 (subject to any applicable withholding Tax specified in Section 2.2); No Fractional Shares) and (iiiii) any dividends and other distributions in accordance with Section 2.1(g3.1(f) (Dividends), in each case, without interest. (d) Each If at any time during the period between the date of this Agreement and the Effective Time, any change in the outstanding shares of Parent Common Stock or Company Common Share Stock shall occur by reason of any reclassification, recapitalization, stock split or combination, exchange or readjustment of shares, or any stock dividend thereon with a record date during such period, the Exchange Ratio, the Merger Consideration and any other similarly dependent items, as the case may be, shall be appropriately adjusted to provide the holders of Company Common Stock the same economic effect as contemplated by this Agreement prior to such event; provided, however, that this sentence shall not be construed to permit Parent or the Company to take any action with respect to its Securities that is prohibited by the terms of this Agreement. (e) At the Effective Time, by virtue of the Merger and without any further action on the part of Parent, Merger Sub, the Company or any stockholder of the Company, all shares of Company Common Stock that are owned by Parent or Merger Sub, the Company or any of their respective wholly-owned by any direct or indirect Subsidiary of any such Person, in each case immediately prior to the Effective Time, Subsidiaries shall automatically be canceled cancelled and retired and shall cease to exist as of the Effective Time and no consideration shall be paid delivered in exchange therefor. (ef) Each share Notwithstanding anything to the contrary contained in this Agreement, the CVR Agreement or otherwise, in no event shall the sum of 6.125(i) the aggregate amount of payments paid or payable pursuant to the CVR Agreement (including any interest on such amounts paid or payable to the Rights Agent or any Holders (as defined in the CVR Agreement) under the CVR Agreement) and (ii) the amount of any other cash or the fair market value of any property (other than the Parent Common Stock or the CVRs) paid or payable to the Company stockholders as consideration pursuant to this Agreement (A) exceed 19.9% Series C Cumulative Redeemable Preferred Stock, par value $0.01 per share, of the Company (such shares, collectively, the “Company Preferred Stock”, and each, a “Company Preferred Share”, and aggregate amount of consideration paid or payable to the Company Preferred Shares collectively with stockholders in the Company Common SharesMerger or (B) constitute an amount the payment of which, in the “Company Shares”opinion of nationally recognized tax counsel, would more likely than not prevent the Merger from satisfying the requirement of Section 368(a)(2)(E)(ii) issued and outstanding immediately prior to of the Effective Time shall be converted into the right to receive the Preferred Stock Consideration and shall be canceled and cease to exist, and each holder of a certificate theretofore representing any Company Preferred Shares or non-certificated Company Preferred Shares represented by book-entry shall cease to have any rights with respect thereto, except the right to receive the Preferred Stock Consideration upon surrender of such certificates or book-entry sharesCode.

Effect on Capital Stock. (a) At the Effective Time, Time by virtue of the Merger and without any action on the part of Parentthe holder thereof, Merger Sub, the Company or the holders of any of the following securities: (a) The limited liability company interests of Merger Sub issued and outstanding immediately prior to the Effective Time, all of which shall be held by Parent, shall remain outstanding as limited liability company interests of the Surviving Entity, all of which shall continue to be held by Parent. (b) Each each share of common stock, par value $0.01 per share0.0001, of NMC (the Company (such shares, collectively, the “Company Common Stock”, and each, a “Company Common Share”"NMC COMMON STOCK") issued and outstanding immediately prior to the Effective Time (other than any shares of Company NMC Common Stock to held by NMC, all of which shall be canceled pursuant to Section 1.6(das provided in SECTION 3.8(C)) shall be converted into one share of Class B common stock, par value $0.0001 per share, of the right to receive an amount of Parent Common Stock equal to the product of one Company Common Share multiplied by the Common Exchange Ratio (which Common Exchange Ratio is subject to adjustment as set forth in Section 1.8) Surviving Corporation (the “Common Stock Consideration” "MERGER CONSIDERATION") and together with all shares of common stock of the Preferred Stock Consideration, Surviving Corporation issued and outstanding at the “Merger Consideration”)Effective Time shall remain outstanding after the Merger. (cb) All Company As a result of the Merger and without any action on the part of the holders thereof, at the Effective Time, all shares of NMC Common Shares (other than Company Common Shares to be canceled pursuant to Section 1.6(d)) Stock shall be canceled and shall cease to exist, and each holder of a certificate theretofore representing which immediately prior to the Effective Time represented any Company such shares of NMC Common Shares Stock (each, a “Certificate”) or non-certificated Company Common Shares represented by book-entry (“Book-Entry Shares”"CERTIFICATE") shall thereafter cease to have any rights with respect theretoto such shares of NMC Common Stock, except the right to receive (i) the Common Stock Consideration upon surrender of such Certificates as provided herein or Book-Entry Shares in accordance with Section 2.1(c), without interest (subject to any applicable withholding Tax specified in Section 2.2); and (ii) any dividends and other distributions in accordance with Section 2.1(g)by law. (dc) Each Company share of NMC Common Share owned Stock held by Parent or Merger Sub, or owned by any direct or indirect Subsidiary of any such Person, in each case immediately prior to NMC at the Effective TimeTime shall, by virtue of the Merger, cease to be outstanding and shall automatically be canceled and retired and cease to exist as no stock of the Effective Time and no Xenon 2 or other consideration shall be paid delivered in exchange therefor. (ed) Each share of 6.125% Series C Cumulative Redeemable Preferred Stock, par value $0.01 per share, Upon the original issuance of the Company (such shares, collectively, shares of Class B Common Stock by Xenon 2 in connection with the “Company Preferred Stock”Merger, and eachuntil such time as the same is no longer required hereunder or under the applicable requirements of the Securities Act or applicable state securities laws, a “Company Preferred Share”, and the Company Preferred Shares collectively with the Company Common Shares, the “Company Shares”) any certificate issued and outstanding immediately prior to the Effective Time shall be converted into the right to receive the Preferred Stock Consideration and shall be canceled and cease to exist, and each holder of a certificate theretofore representing any Company Preferred Shares or non-certificated Company Preferred Shares represented by book-entry such Class B Common Stock shall cease to have any rights with respect theretobear the following legend: "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, except the right to receive the Preferred Stock Consideration upon surrender of such certificates or book-entry sharesAS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS (A) THEY ARE SO REGISTERED OR (B) AN EXEMPTION FROM REGISTRATION IS AVAILABLE AND THE ISSUER IS FURNISHED WITH AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER TO THAT EFFECT. IN ADDITION, SUCH SHARES MAY ONLY BE TRANSFERRED PURSUANT TO THE PROVISIONS OF A GOVERNANCE AND INVESTOR RIGHTS AGREEMENT, DATED AS OF ________, 1999, AS AMENDED FROM TIME TO TIME AMONG NATIONAL BROADCASTING COMPANY, INC. AND THE ISSUER COPIES OF WHICH ARE ON FILE AT THE PRINCIPAL OFFICE OF THE ISSUER."

Effect on Capital Stock. (a) At the Effective Time by virtue of the Merger and without any action on the part of any party or holder of any of their securities, subject to the other provisions of this Article 1 and Section 2.1, each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (excluding any Excluded Shares and any Dissenting Shares) shall, by virtue of this Agreement and without any action on the part of the holder thereof, be converted into and exchangeable for the right to receive the following consideration (the “Merger Consideration”): the combination of (x) $20.00 (the “Per Share Cash Consideration”) and (y) 1.932 shares of validly issued, fully paid and non-assessable shares of Parent Common Stock (the “Per Share Stock Consideration” or the “Exchange Ratio”), subject to adjustment in accordance with Section 1.6(c). (b) All of the shares of Company Common Stock converted into the Merger Consideration pursuant to this Article 1 shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and each holder of a certificate (each, a “Certificate”) previously representing any such shares of Company Common Stock or non-certificated shares represented by book entry (“Book Entry Shares”) shall thereafter cease to have any rights with respect to such securities, except the right to receive (i) the Merger Consideration, (ii) any dividends and other distributions in accordance with Section 2.1(c), and (iii) any cash to be paid in lieu of any fractional share of Parent Common Stock in accordance with Section 2.1(e). Each Dissenting Share, whether represented by a certificate or book-entry, shall thereafter represent only the right to receive the payments described in Section 1.8. (c) If, between the date of this Agreement and the Effective Time, the shares of Parent Common Stock or Company Common Stock shall be changed or proposed to be changed into a different number or class of shares by reason of the occurrence of or record date with respect to any reclassification, recapitalization, split-up, combination, exchange of shares or similar readjustment, in any such case within such period, or a stock dividend thereon shall be declared with a record date within such period, appropriate adjustments shall be made to the Per Share Stock Consideration. (d) At the Effective Time, all shares of Company Common Stock that are owned directly or indirectly by Parent, Merger Sub, Second Merger Sub or the Company or any of their respective Subsidiaries shall be cancelled and shall cease to exist and no stock of Parent, cash or other consideration shall be delivered in exchange therefore (all such shares, the “Excluded Shares”). All shares of Parent Common Stock that are owned by the Company or any of its Subsidiaries shall become authorized unissued stock of Parent. (e) At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Subany holder thereof, the Company or the holders shares of any of the following securities: (a) The limited liability company interests common stock of Merger Sub issued and outstanding immediately prior to the Effective TimeTime shall, all in the aggregate, be converted into and become 26,000,000 validly issued, fully paid and nonassessable shares of which shall be held by Parent, shall remain outstanding as limited liability company interests common stock of the Surviving Entity, all of which shall continue to be held by ParentCompany. (bf) Each At the Second Merger Effective Time, by virtue of the Second Merger and without any action on the part of any holder thereof, (i) each share of common stock, par value $0.01 0.0001 per share, of the Company (such sharesCompany, collectivelyas the Surviving Company, the “Company Common Stock”, and each, a “Company Common Share”) issued and outstanding immediately prior to the Second Merger Effective Time (other than any shares of Company Common Stock to be canceled pursuant to Section 1.6(d)) shall be converted into and become one validly issued, fully paid and nonassessable limited liability company interest of Second Merger Sub, as the right to receive an amount of Parent Common Stock equal to the product of one Company Common Share multiplied by the Common Exchange Ratio (which Common Exchange Ratio is subject to adjustment as set forth in Section 1.8) (the “Common Stock Consideration” and together with the Preferred Stock Considerationnew Surviving Company, the “Merger Consideration”). (c) All Company Common Shares (other than Company Common Shares to be canceled pursuant to Section 1.6(d)) shall be canceled and shall cease to existconstitute the only outstanding limited liability company interests of the Surviving Company, and each holder of a certificate theretofore representing any Company Common Shares (each, a “Certificate”) or non-certificated Company Common Shares represented by book-entry (“Book-Entry Shares”) shall cease to have any rights with respect thereto, except the right to receive (i) the Common Stock Consideration upon surrender of such Certificates or Book-Entry Shares in accordance with Section 2.1(c), without interest (subject to any applicable withholding Tax specified in Section 2.2); and (ii) any dividends and other distributions in accordance with Section 2.1(g). (d) Each Company Common Share owned by Parent or each limited liability company interest of Second Merger Sub, or owned by any direct or indirect Subsidiary of any such Person, in each case immediately prior to the Effective Time, shall automatically be canceled and retired and cease to exist as of the Effective Time and no consideration shall be paid in exchange therefor. (e) Each share of 6.125% Series C Cumulative Redeemable Preferred Stock, par value $0.01 per share, of the Company (such shares, collectively, the “Company Preferred Stock”, and each, a “Company Preferred Share”, and the Company Preferred Shares collectively with the Company Common Shares, the “Company Shares”) Sub issued and outstanding immediately prior to the Second Merger Effective Time shall be converted into the right to receive the Preferred Stock Consideration and shall be canceled and cease to exist, and each holder of a certificate theretofore representing any Company Preferred Shares or non-certificated Company Preferred Shares represented by book-entry shall cease to have any rights with respect thereto, except the right to receive the Preferred Stock Consideration upon surrender of such certificates or book-entry sharescanceled.

Effect on Capital Stock. (a) At the Effective Time, by virtue of the Merger and without any action on the part of Parentthe Member, Merger Sub, the each Company or the holders of any of the following securities: (a) The limited liability company interests of Merger Sub issued and outstanding immediately prior to the Effective Time, all of which shall be held by Parent, shall remain outstanding as limited liability company interests of the Surviving Entity, all of which shall continue to be held by Parent. (b) Each share of common stock, par value $0.01 per share, of the Company (such shares, collectively, the “Company Common Stock”, and each, a “Company Common Share”) 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(d)) shall be converted into the right to receive an amount of Parent Common Stock equal to the product of one Company Common Share multiplied by the Common Exchange Ratio (which Common Exchange Ratio is subject to adjustment as set forth in Section 1.8) (the “Common Stock Consideration” and together with the Preferred Stock Consideration, the “Merger Consideration”). (c) All Company Common Shares (other than Company Common Shares to be canceled pursuant to Section 1.6(d)) shall be canceled and shall cease to exist, and each holder of a certificate theretofore representing any Company Common Shares (each, a “Certificate”) or non-certificated Company Common Shares represented by book-entry (“Book-Entry Shares”) shall cease to have any rights with respect thereto, except the right to receive (i) the Common Stock Consideration upon surrender of such Certificates or Book-Entry Shares in accordance with Section 2.1(c), without interest (subject to any applicable withholding Tax specified in Section 2.2); and (ii) any dividends and other distributions in accordance with Section 2.1(g). (d) Each Company Common Share owned by Parent or Merger Sub, or owned by any direct or indirect Subsidiary of any such Person, in each case immediately prior to the Effective Time, shall automatically be canceled and retired and cease to exist as of the Effective Time and no consideration shall be paid in exchange therefor. (e) Each share of 6.125% Series C Cumulative Redeemable Preferred Stock, par value $0.01 per share, of the Company (such shares, collectively, the “Company Preferred Stock”, and each, a “Company Preferred Share”, and the Company Preferred Shares collectively with the Company Common Shares, the “Company Shares”) Interest issued and outstanding immediately prior to the Effective Time shall be converted into the right to receive shares of validly issued, fully paid and non-assessable Parent Common Stock (the Preferred “Merger Consideration”) based on the following calculation computed as of the Closing Date: The total number of shares of Parent Common Stock that the Member shall be entitled to receive for Merger Consideration for the Company shall be the total of Three Million One Hundred Thousand Dollars ($3,100,000.00) less the Assumed Debt divided by $10 (the “Exchange Ratio”). Parent shall prepare an allocation of the Merger Consideration (and all other capitalized costs) among the Assets in accordance with Section 1060 of the Code and the applicable Treasury Regulations (and any similar provision of state or local law, as appropriate), which allocation shall be binding upon the Company. Parent shall deliver such allocation to the Company within 60 days after the Closing Date. Parent and the Company and their Affiliates shall report, act and file Tax Returns (including, but not limited to Internal Revenue Service Form 8594) in all respects and for all purposes consistent with such allocation by Parent. The Company shall timely and properly prepare, execute, file and deliver all such documents, forms and other information as Parent may reasonably request to prepare such allocation. Neither Parent nor the Company shall take any position (whether in audits, tax returns or otherwise) that is inconsistent with such allocation unless required to do so by applicable Law. (b) As a result of the Merger and without any action on the part of the Member, at the Effective Time, the Company Interests shall cease to be outstanding and shall be canceled and retired and shall cease to exist, and each holder of a certificate theretofore representing any Company Preferred Shares or non-certificated Company Preferred Shares represented by book-entry the Member shall thereafter cease to have any rights with respect theretoto the Company Interests, except the right to receive (i) the Preferred Stock Merger Consideration upon surrender payable in respect of such certificates or book-entry sharesCompany Interests, and (ii) any cash to be paid in lieu of any fractional share of Parent Common Stock pursuant to Section 2.12. (c) At the Effective Time, by virtue of the Merger and without any action on the part of the Member, each membership interest of the Acquisition Sub issued and outstanding immediately prior to the Effective Time shall be converted into one validly issued, fully paid and nonassessable membership interest of the Surviving Corporation.

Effect on Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of the Parent, the Merger Sub, the Company or the holders of any stockholder of the following securities:Company (each such stockholder, a “Company Stockholder”): (a) The limited liability company interests of Merger Sub issued and outstanding immediately prior to the Effective Time, all of which shall be held by Parent, shall remain outstanding as limited liability company interests of the Surviving Entity, all of which shall continue to be held by Parent. (b) Each share of common stockstock of the Company, par value $0.01 .01 per shareshare (the “Common Stock” and each such share of Common Stock, of the Company (such sharesa “Share”, and collectively, the “Company Common StockShares”), and each, a “Company Common Share”) 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(d)the Excluded Shares and Dissenting Shares) shall be converted into the right to receive an amount of Parent Common Stock equal to the product of one Company Common Share multiplied by the Common Exchange Ratio and become exchangeable for sixty-seven dollars and fifty cents (which Common Exchange Ratio is subject to adjustment as set forth $67.50) in Section 1.8) cash, without interest thereon (the “Common Stock Consideration” and together with the Preferred Stock Consideration, the “Merger Consideration”), as provided in Section 3.2 hereof. (cb) All Each Share issued and outstanding and owned by the Parent, the Merger Sub or any other wholly-owned Subsidiary of the Parent and each Share owned by the Company Common Shares or any wholly-owned subsidiary of the Company, in each case not held on behalf of third parties (other than Company Common Shares collectively, the “Excluded Shares”), immediately prior to be canceled pursuant to Section 1.6(d)) the Effective Time shall be canceled cancelled and shall cease to exist, and each holder of a certificate theretofore representing any Company Common Shares (eachno cash, a “Certificate”) securities or non-certificated Company Common Shares represented by book-entry (“Book-Entry Shares”) other consideration shall cease to have any rights with be payable in respect thereto, except the right to receive (i) the Common Stock Consideration upon surrender of such Certificates or Book-Entry Shares in accordance with Section 2.1(c), without interest (subject to any applicable withholding Tax specified in Section 2.2); and (ii) any dividends and other distributions in accordance with Section 2.1(g)thereof. (d) Each Company Common Share owned by Parent or Merger Sub, or owned by any direct or indirect Subsidiary of any such Person, in each case immediately prior to the Effective Time, shall automatically be canceled and retired and cease to exist as of the Effective Time and no consideration shall be paid in exchange therefor. (ec) Each share of 6.125% Series C Cumulative Redeemable Preferred Stockcommon stock of the Merger Sub, par value $0.01 .01 per share, of the Company (such shares, collectively, the “Company Preferred Stock”, and each, a “Company Preferred Share”, and the Company Preferred Shares collectively with the Company Common Shares, the “Company Shares”) issued and outstanding immediately prior to the Effective Time shall be converted into and become one fully paid and nonassessable share of common stock of the right to receive Surviving Corporation. (d) If between the Preferred Stock date of this Agreement and the Effective Time, the outstanding Shares 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, the Merger Consideration and any other amounts payable pursuant to this Agreement shall be canceled and cease correspondingly adjusted to existthe extent appropriate to reflect such stock dividend, and each holder subdivision, reclassification, recapitalization, split, combination or exchange of a certificate theretofore representing any Company Preferred Shares shares or non-certificated Company Preferred Shares represented by book-entry shall cease to have any rights with respect thereto, except the right to receive the Preferred Stock Consideration upon surrender of such certificates or book-entry sharessimilar event.

Effect on Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of the Company, Parent, Merger Sub, the Company Sub or the holders of any of the following securities: (a) The limited liability company interests of Merger Sub issued and outstanding immediately prior to the Effective Time, all of which shall be held by Parent, shall remain outstanding as limited liability company interests Consideration. Each common share of the Surviving Entity, all of which shall continue to be held by Parent. (b) Each share of common stock, par value $0.01 per shareCompany, of the Company (such sharesa nominal value of $0.0033, collectively, the “Company Common Stock”, and each, a “Company Common Share”) 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(d)) shall be converted into the right to receive an amount of Parent Common Stock equal to the product of one Company Common Share multiplied by the Common Exchange Ratio (which Common Exchange Ratio is subject to adjustment as set forth in Section 1.8) (the “Common Stock Consideration” and together with the Preferred Stock Consideration, the “Merger Consideration”). (c) All Company Common Shares (other than Company Common Shares to be canceled pursuant to Section 1.6(d)) shall be canceled and shall cease to exist, and each holder of a certificate theretofore representing any Company Common Shares (eachsuch common share, a “CertificateShare”) or non-certificated Company Common Shares represented by book-entry (“Book-Entry Shares”) shall cease to have any rights with respect thereto), except the right to receive other than (i) the Common Stock Consideration upon surrender of such Certificates or Book-Entry Shares in accordance with Section 2.1(c), without interest (subject to any applicable withholding Tax specified in Section 2.2); and (ii) any dividends and other distributions in accordance with Section 2.1(g). (d) Each Company Common Share owned by Parent Parent, Merger Sub or Merger Sub, or owned by any other direct or indirect Subsidiary wholly owned subsidiary of any such Person, in each case Parent immediately prior to the Effective Time, shall automatically be canceled and retired in each case not held on behalf of third parties, (ii) Shares owned by the Company, including Shares held in treasury by the Company, and cease in each case not held on behalf of third parties (the Shares referred to exist as of in the Effective Time foregoing clauses (i) and no consideration shall be paid in exchange therefor. (e) Each share of 6.125% Series C Cumulative Redeemable Preferred Stock, par value $0.01 per share, of the Company (such sharesii), collectively, the “Company Preferred StockCancelled Shares”), and each, a “Company Preferred Share”, and (iii) Shares owned by any direct or indirect wholly owned Subsidiary of the Company Preferred (which Shares collectively with shall remain outstanding, except that the Company Common Sharesnumber of such Shares owned by such Subsidiaries may be adjusted following the Merger to maintain relative ownership percentages) (the Shares referred to in this clause (iii), the “Company Subsidiary Shares”) issued and outstanding immediately prior (iv) subject to Section 3.1(d), the Effective Time Dissenting Shares, shall be converted into the right to receive the Preferred Stock Per Share Merger Consideration. At the Effective Time, all of the Shares that have been converted into a right to receive the Per Share Merger Consideration as provided in this Section 3.1(a) shall no longer be outstanding, shall be surrendered and cancelled automatically and shall be canceled and cease to exist, and each former holder of a certificate theretofore representing any Company Preferred Shares or non-certificated Company Preferred Shares represented by book-entry shall that were outstanding immediately prior to the Effective Time will cease to have any rights with respect theretoto such Shares, except for the right to receive the Preferred Stock Per Share Merger Consideration upon surrender of such certificates or book-entry sharesto be paid in consideration therefor in accordance with this Article III.

Effect on Capital Stock. (a) At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the any party or any holder of Company or the holders of any of the following securities: (a) The limited liability company interests of Merger Sub issued and outstanding immediately prior to the Effective TimeCapital Stock, all of which shall be held by Parent, shall remain outstanding as limited liability company interests of the Surviving Entity, all of which shall continue to be held by Parent. (b) Each share of common stock, par value $0.01 per share, of the Company (such shares, collectively, the “Company Common Stock”, and each, a “Company Common Share”) issued and outstanding immediately prior to the Effective Time (other than any shares of Company Common Capital Stock to will no longer be canceled pursuant to Section 1.6(d)) shall be converted into the right to receive an amount of Parent Common Stock equal to the product of one Company Common Share multiplied by the Common Exchange Ratio (which Common Exchange Ratio is subject to adjustment as set forth in Section 1.8) (the “Common Stock Consideration” outstanding and together with the Preferred Stock Consideration, the “Merger Consideration”). (c) All Company Common Shares (other than Company Common Shares to be canceled pursuant to Section 1.6(d)) shall will be canceled and shall retired automatically and will cease to exist, and each holder of a certificate theretofore representing any shares of Company Common Shares (each, a “Certificate”) or non-certificated Company Common Shares represented by book-entry (“Book-Entry Shares”) shall cease to have any rights with respect thereto, except the right to receive (i) the Common Capital Stock Consideration upon surrender of such Certificates or Book-Entry Shares in accordance with Section 2.1(c), without interest (subject to any applicable withholding Tax specified in Section 2.2); and (ii) any dividends and other distributions in accordance with Section 2.1(g). (d) Each Company Common Share owned by Parent or Merger Sub, or owned by any direct or indirect Subsidiary of any such Person, in each case immediately prior to the Effective Time, shall automatically be canceled and retired and cease to exist as of the Effective Time and no consideration shall be paid in exchange therefor. (e) Each share of 6.125% Series C Cumulative Redeemable Preferred Stock, par value $0.01 per share, of the Company (such shares, collectively, the “Company Preferred Stock”, and each, a “Company Preferred Share”, and the Company Preferred Shares collectively with the Company Common Shares, the “Company Shares”) issued and outstanding immediately prior to the Effective Time shall be converted into the right to receive the Preferred Stock Consideration and shall be canceled and cease to exist, and each holder of a certificate theretofore representing any Company Preferred Shares or non-certificated Company Preferred Shares represented by book-entry shall will cease to have any rights with respect thereto, except the right to receive the Preferred Stock Applicable Per Share Merger Consideration upon surrender payable with respect to such shares, such holder’s Pro Rata Share of the amount by which the Final Merger Consideration exceeds the Estimated Merger Consideration, if any, pursuant to Section 2.10(e)(i), such holder’s Pro Rata Share of any Escrow Amount ultimately released to the Effective Time Holders, and such holder’s Pro Rata Share of any Stockholders’ Representative Amount ultimately released to the Effective Time Holders pursuant to Section 11.04(e), in each case in accordance with and in the manner provided in, and subject to the limitations and conditions of, this Agreement and the Escrow Agreement. (b) As of the Effective Time, by virtue of the Merger and without any action on the part of any party or any holder of securities of Merger Sub, each share of common stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation, which will be the only shares of capital stock of the Surviving Corporation issued and outstanding immediately after the Effective Time. Each stock certificate of Merger Sub evidencing ownership of any such shares of common stock shall evidence ownership of such certificates shares of capital stock of the Surviving Corporation. (c) As of the Effective Time, by virtue of the Merger and without any action on the part of the Company or book-entry sharesany holder of Company Capital Stock, all shares of Company Capital Stock that are owned by the Company (whether as treasury stock or otherwise), Parent or Merger Sub, immediately prior to the Effective Time (if any) shall be canceled and extinguished without any conversion thereof, and no consideration will be paid or delivered in exchange therefor.

Effect on Capital Stock. At Upon the terms and subject to the conditions of this Agreement, at the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company or the holders of any shares of capital stock of any of the following securitiesforegoing: (a) The limited liability company interests of Merger Sub issued Subject to Sections 1.07 and outstanding immediately prior to the Effective Time1.08, all of which shall be held by Parent, shall remain outstanding as limited liability company interests of the Surviving Entity, all of which shall continue to be held by Parent. (b) Each each share of common stock, par value $0.01 per share, of the Company (such shares, collectively, the “Company Common Stock”, and each, a “Company Common Share”) Preferred Stock issued and outstanding immediately prior to the Effective Time (other than any shares Excluded Shares and Dissenting Shares) shall be cancelled and extinguished and automatically converted into a right to receive the Per Share Preferred Consideration. (b) Subject to Sections 1.07 and 1.08, each share of Company Common Stock issued and outstanding immediately prior to be canceled pursuant to Section 1.6(d)the Effective Time (other than Company Restricted Stock, Excluded Shares and Dissenting Shares) shall be cancelled and extinguished and automatically converted into the right to receive an amount of Parent the Per Share Common Stock equal to the product of one Company Common Share multiplied by the Common Exchange Ratio (which Common Exchange Ratio is subject to adjustment as set forth in Section 1.8) (the “Common Stock Consideration” and together with the Preferred Stock Consideration, the “Merger Consideration”). (c) All Each share of Company Common Shares Stock and each share of Company Preferred Stock, if any, held immediately prior to the Effective Time by Parent, Merger Sub or the Company (other than Company Common Shares to be canceled pursuant to Section 1.6(d)including shares held in treasury) shall be canceled and extinguished and no payment shall cease to existbe made with respect thereto (collectively, and each holder of a certificate theretofore representing any Company Common Shares (each, a the “Certificate”) or non-certificated Company Common Shares represented by book-entry (“Book-Entry Excluded Shares”) shall cease to have any rights with respect thereto, except the right to receive (i) the Common Stock Consideration upon surrender of such Certificates or Book-Entry Shares in accordance with Section 2.1(c), without interest (subject to any applicable withholding Tax specified in Section 2.2); and (ii) any dividends and other distributions in accordance with Section 2.1(g). (d) Each Company Common Share owned by Parent or Merger Sub, or owned by any direct or indirect Subsidiary of any such Person, in each case immediately prior to the Effective Time, shall automatically be canceled and retired and cease to exist as of the Effective Time and no consideration shall be paid in exchange therefor. (e) Each share of 6.125% Series C Cumulative Redeemable Preferred Stock, par value $0.01 per share, common stock of the Company (such shares, collectively, the “Company Preferred Stock”, and each, a “Company Preferred Share”, and the Company Preferred Shares collectively with the Company Common Shares, the “Company Shares”) Merger Sub that is issued and outstanding immediately prior to the Effective Time shall be cancelled and extinguished and automatically converted into and become one (1) validly issued, fully paid and non-assessable share of common stock of the right Surviving Corporation. (e) Of the Merger Shares into which shares of Company Stock held by each Stockholder immediately prior to the Effective Time shall be converted at the Effective Time pursuant to Section 1.04 (i) such Stockholder’s Escrowed Merger Shares shall be deposited in escrow pursuant to Section 1.08, and (ii) the remainder of such Merger Shares not deposited into escrow pursuant to the foregoing clause (i) (the “Initial Merger Shares”) shall be delivered to the Exchange Agent for distribution to the Stockholders in accordance with Section 1.06, subject to the provisions of Section 1.04(f) below. (f) Notwithstanding anything to the contrary in this Agreement, no fractional shares of Parent Common Stock will be issued, and no certificates or scrip for any such fractional shares shall be issued hereunder. In lieu thereof, each Stockholder which would otherwise be entitled to receive a fraction of a share of Parent Common Stock (after aggregating all fractional shares of Parent Common Stock to be received by such holder) shall receive from Parent an amount of cash (rounded to the Preferred nearest whole cent), without interest, equal to the product of (i) such fraction, multiplied by (ii) the Final Closing Date Price. (g) Notwithstanding anything to the contrary in this Agreement, if at any time during the period between the date of this Agreement and the Effective Time, any change in the outstanding shares of capital stock of Parent or the Company shall occur by reason of any reclassification, recapitalization, stock split or combination, exchange or readjustment of shares, or any stock dividend thereon with a record date during such period, the Aggregate Stock Consideration Consideration, the Fully Diluted Common Number and any number or amount contained in this Agreement which is based on the price of Parent Common Stock or Company Stock or the number of shares of Parent Common Stock or Company Stock, as the case may be, shall be canceled and cease equitably adjusted to existreflect such reclassification, and each holder recapitalization, stock split or combination, exchange or readjustment of a certificate theretofore representing any Company Preferred Shares shares, or non-certificated Company Preferred Shares represented by book-entry shall cease to have any rights with respect thereto, except the right to receive the Preferred Stock Consideration upon surrender of such certificates or book-entry sharesstock dividend thereon.

Effect on Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company or the holders holder of any Securities or any shares of the following securitiescommon stock of ATMI Sub: (a) The limited liability company interests of Merger Sub issued and outstanding immediately prior to the Effective Time, all of which shall be held by Parent, shall remain outstanding as limited liability company interests of the Surviving Entity, all of which shall continue to be held by Parent. (b) Each share of common stock, par value $0.01 per share, of the Company (such shares, collectively, the “Company Common Stock”, and each, a “Company Common Share”) 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(d)1.8(b) and Appraisal Shares as provided in Section 1.21) shall be converted into the right to receive an amount of Parent Common Stock in cash, without interest, equal to the product of one Company Common Share multiplied by the Common Exchange Ratio (which Common Exchange Ratio is subject to adjustment as set forth in Section 1.8) $0.894488458 (the “Common Stock Consideration” and together with the Preferred Stock Consideration, the “Merger Consideration”). , less the twenty-two and four hundred and eighty-four thousandths percent (c22.484%) All Company of the Common Shares (other than Company Common Shares Stock Merger Consideration payable to be canceled the Escrow Agent pursuant to Section 1.6(d)) 1.11. All such shares of Company Common Stock shall cease to be outstanding and shall be automatically canceled and retired and shall cease to exist, and each holder of a certificate theretofore representing that, immediately prior to the Effective Time, represented any shares of Company Common Shares (each, a “Certificate”) or non-certificated Company Common Shares represented by book-entry (“Book-Entry Shares”) Stock shall thereafter cease to have any rights with respect theretoto such shares of Company Common Stock, except as otherwise expressly provided in this Agreement or by applicable Law. (b) Each share of Company Common Stock that is owned directly or indirectly by Company at the Effective Time shall be automatically canceled and retired and shall cease to exist, and no consideration shall be delivered in exchange therefor. (c) Each share of Company Series A Preferred Stock issued and outstanding immediately prior to the Effective Time (other than Appraisal Shares as provided in Section 1.21) shall be converted into the right to receive an amount in cash, without interest, equal to $0.894488458 (i) the Common Stock Consideration upon surrender of such Certificates or Book-Entry Shares in accordance with Section 2.1(c“Series A Merger Consideration”), without interest less the twenty-two and four hundred and eighty-four thousandths percent (subject 22.484%) of the Series A Merger Consideration payable to any applicable withholding Tax specified in the Escrow Agent pursuant to Section 2.2); 1.11. All such shares of Company Series A Preferred Stock shall cease to be outstanding and (ii) any dividends shall be automatically canceled and other distributions in accordance with Section 2.1(g). (d) Each Company Common Share owned by Parent or Merger Subretired and shall cease to exist, or owned by any direct or indirect Subsidiary and each holder of any such Persona certificate that, in each case immediately prior to the Effective Time, represented any shares of Company Series A Preferred Stock shall automatically be canceled and retired and thereafter cease to exist have any rights with respect to such shares of Company Series A Preferred Stock, except as of the Effective Time and no consideration shall be paid otherwise expressly provided in exchange thereforthis Agreement or by applicable Law. (ed) Each share of 6.125% Series C Cumulative Redeemable Preferred Stockcommon stock, par value $0.01 0.001 per share, of the Company (such shares, collectively, the “Company Preferred Stock”, and each, a “Company Preferred Share”, and the Company Preferred Shares collectively with the Company Common Shares, the “Company Shares”) ATMI Sub issued and outstanding immediately prior to the Effective Time shall be converted into one validly issued, fully paid and nonassessable share of common stock, par value $0.001 per share, of the right to receive the Preferred Stock Consideration and shall be canceled and cease to exist, and each holder of a certificate theretofore representing any Company Preferred Shares or non-certificated Company Preferred Shares represented by book-entry shall cease to have any rights with respect thereto, except the right to receive the Preferred Stock Consideration upon surrender of such certificates or book-entry sharesSurviving Corporation.

Effect on Capital Stock. At As of the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the holder of any shares of the outstanding capital of the Company or the holders of any of the following securitiesAcquisition Sub: (a) The limited liability company interests of Merger Sub 2.7.1 Each issued and outstanding immediately prior to the Effective Time, all share of which common stock of Acquisition Sub shall be held by Parent, shall remain outstanding as limited liability company interests converted into and become one fully paid and nonassessable share of common stock of the Surviving Entity, all of which shall continue to be held by ParentCorporation. (b) 2.7.2 Each share of common stock, par value $0.01 per share, Common Stock that is held in the treasury of the Company (such shares, collectively, the “Company shall automatically be canceled and returned and shall cease to exist and no consideration shall be delivered in exchange therefor. 2.7.3 Each share of Common Stock”, and each, a “Company Common Share”) Stock issued and outstanding immediately prior to the Effective Time (other than any shares of Company Common Stock to be canceled pursuant to in accordance with Section 1.6(d)2.7.2 hereof) shall be converted into the right to receive an amount from the Buyer (i) as of Parent the Closing Date, 1,162.8 fully paid and non-assessable shares of Buyer Stock (which is determined by dividing 116,280,000 by the number of issued and outstanding shares of Common Stock immediately prior to the Closing Date) and (ii) as of the 5th calendar day following the Reverse Stock Split Effective Date (such 5th day, the "Additional Share Distribution Date"), that number of fully paid and non-assessable shares of the Buyer Stock equal to the product quotient obtained by dividing (A) the number of one Company Common Share multiplied by shares of Buyer Stock which when added to the Common Exchange Ratio aggregate number of shares of Buyer Stock issuable pursuant to Clause (which Common Exchange Ratio is subject i) of this Section 2.7.3 equals 51% of the fully diluted capital stock of Buyer as of the Closing Date (as adjusted to adjustment as set forth reflect the effectiveness of the reverse stock split referenced in Section 1.86.7.1) by (B) the “number of shares of Common Stock Consideration” outstanding immediately prior to the Closing Date ((i) and together with the Preferred Stock Consideration(ii) collectively, the “"Merger Consideration”"). . Notwithstanding anything herein to the contrary, in no event shall the Merger Consideration equal greater than 51% of the fully-diluted capital stock of Buyer (cincluding the Merger Consideration) All Company as of the Closing Date. As of the Effective Time, all such shares of Common Shares (other than Company Common Shares to Stock shall no longer be outstanding and shall automatically be canceled pursuant to Section 1.6(d)) shall be canceled and retired and shall cease to exist, and each holder of a certificate theretofore representing any Company Common Shares (each, a “Certificate”) or non-certificated Company Common Shares represented by book-entry (“Book-Entry Shares”) shall cease to have any rights with respect thereto, except the right to receive (i) the such shares of Common Stock Consideration upon surrender of such Certificates or Book-Entry Shares in accordance with Section 2.1(c), without interest (subject to any applicable withholding Tax specified in Section 2.2); and (ii) any dividends and other distributions in accordance with Section 2.1(g). (d) Each Company Common Share owned by Parent or Merger Sub, or owned by any direct or indirect Subsidiary of any such Person, in each case immediately prior to the Effective Time, shall automatically be canceled and retired and cease to exist as of the Effective Time and no consideration shall be paid in exchange therefor. (e) Each share of 6.125% Series C Cumulative Redeemable Preferred Stock, par value $0.01 per share, of the Company (such shares, collectively, the “Company Preferred Stock”, and each, a “Company Preferred Share”, and the Company Preferred Shares collectively with the Company Common Shares, the “Company Shares”) issued and outstanding immediately prior to the Effective Time shall be converted into the right to receive the Preferred Stock Consideration and shall be canceled and cease to exist, and each holder of a certificate theretofore representing any Company Preferred Shares or non-certificated Company Preferred Shares represented by book-entry shall cease to have any rights with respect thereto, except the right to receive the Preferred Stock Consideration upon surrender of such certificates or book-entry sharesMerger Consideration, without interest.

Effect on Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of the Company, Parent, Merger Sub, the Company Sub or the holders any holder of any of the following securities: (a) The limited liability company interests of Merger Sub issued and outstanding immediately prior to the Effective Time, all of which shall be held by Parent, shall remain outstanding as limited liability company interests of the Surviving Entity, all of which shall continue to be held by Parent. (b) Each share shares of common stock, $0.001 par value $0.01 per share, of the Company (such shares, collectively, the “Company Common Stock”): (a) Subject to ‎Section 2.3, and each, a “each share of Company Common Share”) 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(d)Appraisal Shares and Excluded Shares) shall be converted into into, and become exchangeable for, the right to receive an amount of Parent Common Stock equal to the product of one Company Common Share multiplied by the Common Exchange Ratio (which Common Exchange Ratio is subject to adjustment as set forth i) $38.75 in Section 1.8) cash (the “Common Cash Consideration”) and (ii) 0.2141 (the “Exchange Ratio”) of a validly issued, fully paid and non-assessable share (the “Stock Consideration” and ”, together with the Preferred Stock Cash Consideration, the “Merger Consideration”) of common stock, par value $0.001 per share, of Parent (“Parent Common Stock”). At the Effective Time, all of the shares of Company Common Stock (other than Excluded Shares and Appraisal Shares) shall cease to be outstanding, shall automatically be cancelled and shall cease to exist and each certificate (a “Certificate”) formerly representing any of the shares of Company Common Stock, and each non-certificated share of Company Common Stock represented by book entry (each, a “Book Entry Company Share”), other than in each case those representing Excluded Shares or Appraisal Shares, shall thereafter represent only the right to receive, without interest, (A) the Merger Consideration, and (B) with respect to the Stock Consideration, the right, if any, to receive (1) pursuant to ‎Section 2.2(f) cash in lieu of fractional shares of Parent Common Stock into which such shares of Company Common Stock have been converted pursuant to this ‎Section 2.1(a) and (2) any distribution or dividend payable pursuant to ‎Section 2.2(d). (b) If (v) the aggregate number of shares of Parent Common Stock to be issued in connection with the Merger, plus (w) the aggregate number of shares of Parent Common Stock subject to Assumed Restricted Stock Awards as of immediately following the Effective Time plus (x) the aggregate number of shares of Parent Common Stock subject to Assumed Performance Unit Awards as of immediately following the Effective Time, plus (y) the number of shares of Parent Common Stock that would be available for issuance immediately following the Effective Time in respect of the remaining shares reserved and available for issuance under the Company Stock Plan assumed pursuant to Section 2.5(d), plus (z) any other shares required to be taken into account for purposes of Nasdaq Listing Rule 5635 (or any successor thereto) (the “Total Issuance”) would exceed 19.9% of the issued and outstanding shares of Parent Common Stock immediately prior to the Effective Time (the “Stock Threshold”), then (i) first, the Company shall, at Parent’s request at least two Business Days prior to the Closing Date, amend the Company Stock Plan to reduce the number of shares remaining reserved and available for issuance thereunder by the minimum extent necessary to cause the Total Issuance (as so reduced) not to exceed the Stock Threshold (but in no event below an amount equal to the number of shares of Company Common Stock subject to Company Equity Awards immediately prior to the Effective Time)) (the “Company Stock Plan Reduction”), and (ii) then, if the Company Stock Plan Reduction is insufficient to cause the Total Issuance (as reduced by the Company Stock Plan Reduction) not to exceed the Stock Threshold, (A) the Exchange Ratio shall be reduced to the minimum extent necessary (rounded down to the nearest ten-thousandth) such that the Total Issuance (as reduced by the Company Stock Plan Reduction and such reduction in the Exchange Ratio) does not exceed the Stock Threshold and (B) the Cash Consideration for all purposes under this Agreement will be increased on a per-share basis by the amount of such reduction in the Exchange Ratio multiplied by the Parent Stock Price (rounded to the nearest ten-thousandth of a cent). (c) All Each share of Company Common Shares (other than Company Common Shares to be canceled pursuant to Section 1.6(d)) Stock that is an Excluded Share shall be canceled cancelled and shall cease to exist, and each holder of a certificate theretofore representing any Company Common Shares (each, a “Certificate”) or non-certificated Company Common Shares represented by book-entry (“Book-Entry Shares”) shall cease to have any rights with respect thereto, except the right to receive (i) the Common Stock Consideration upon surrender of such Certificates or Book-Entry Shares in accordance with Section 2.1(c), without interest (subject to any applicable withholding Tax specified in Section 2.2); and (ii) any dividends and other distributions in accordance with Section 2.1(g). (d) Each Company Common Share owned by Parent or Merger Sub, or owned by any direct or indirect Subsidiary of any such Person, in each case immediately prior to the Effective Time, shall automatically be canceled and retired and cease to exist as of the Effective Time and no consideration shall be paid in exchange therefor. (ed) Each share of 6.125% Series C Cumulative Redeemable Preferred Stockcommon stock, par value $0.01 0.001 per share, of the Company (such shares, collectively, the “Company Preferred Stock”, and each, a “Company Preferred Share”, and the Company Preferred Shares collectively with the Company Common Shares, the “Company Shares”) Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into the right to receive the Preferred Stock Consideration one validly issued, fully paid and shall be canceled and cease to exist, and each holder of a certificate theretofore representing any Company Preferred Shares or non-certificated Company Preferred Shares represented by book-entry shall cease to have any rights with respect theretoassessable share of common stock, except par value $0.001 per share, of the right to receive the Preferred Stock Consideration upon surrender of such certificates or book-entry sharesSurviving Corporation.

Effect on Capital Stock. At As of the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company or the holders holder of any shares of the following securitiesCompany Common Stock or any shares of capital stock of MergerCo: (a) The limited liability company interests Each issued and outstanding share of Merger Sub Company Common Stock owned by Parent, MergerCo or any other direct or indirect Subsidiary (as defined in Section 10.2 hereof) of Parent (each, a "Parent Subsidiary" and collectively, the "Parent Subsidiaries") or by the Company or any other direct or indirect Subsidiary of the Company (each, a "Company Subsidiary" and collectively, the "Company Subsidiaries"), including, without limitation, shares of Company Common Stock in the treasury of the Company immediately prior to the Effective Time, shall be canceled and retired and cease to exist without any conversion thereof and no payment or distribution shall be made with respect thereto. (b) Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time, all of which other than those shares referred to in Section 3.1(a), shall be held canceled and shall be converted automatically into and represent the right to receive that number (the "Exchange Ratio") of shares of fully paid and non-assessable shares of Parent Common Stock equal to the quotient obtained by Parent, shall remain outstanding dividing (i) (A) the Transaction Value Price (as limited liability company interests defined in Section 3.1(c)(ii) below) divided by (B) the Average Parent Common Stock Price by (ii) the number of the Surviving Entity, all shares of which shall continue to be held by Parent. (b) Each share of common stock, par value $0.01 per share, of the Company (such shares, collectively, the “Company Common Stock”, and each, a “Company Common Share”) Stock issued and outstanding immediately prior to the Effective Time (other than any collectively, the "Merger Consideration") plus cash in lieu of fractional shares of Company Parent Common Stock to be canceled Stock, if any, pursuant to Section 1.6(d4.1(e)) . The Exchange Ratio shall be converted into the right to receive an amount of Parent Common Stock equal to the product of one Company Common Share multiplied by the Common Exchange Ratio (which Common Exchange Ratio is subject to adjustment as set forth provided in Section 1.83.1(c) (the “Common Stock Consideration” and together with the Preferred Stock Consideration, the “Merger Consideration”)Section 9.1(e) below. (c) All Company The Exchange Ratio shall be adjusted as follows: (i) If the Average Parent Common Shares Stock Price is: (other A) less than Company Common Shares or equal to $6.47 and greater than or equal to $5.29, then the Exchange Ratio shall equal the Exchange Ratio that would be canceled determined pursuant to Section 1.6(d)3.1(b) shall be canceled and shall cease to exist, and each holder of a certificate theretofore representing any Company Common Shares (each, a “Certificate”) or non-certificated Company Common Shares represented by book-entry (“Book-Entry Shares”) shall cease to have any rights with respect thereto, except using the right to receive (i) the Average Parent Common Stock Consideration upon surrender of such Certificates or Book-Entry Shares in accordance with Section 2.1(c), without interest (subject to any applicable withholding Tax specified in Section 2.2); and (ii) any dividends and other distributions in accordance with Section 2.1(g).Price; (dB) Each Company greater than $6.47, then the Exchange Ratio shall equal the Exchange Ratio that would be determined pursuant to Section 3.1(b) assuming the Average Parent Common Share owned by Parent or Merger Sub, or owned by any direct or indirect Subsidiary of any such Person, in each case immediately prior to the Effective Time, shall automatically be canceled and retired and cease to exist as of the Effective Time and no consideration shall be paid in exchange therefor.Stock Price is $6.47, (eC) Each share of 6.125% Series C Cumulative Redeemable Preferred Stockless than $5.29, par value then the Exchange Ratio shall equal the Exchange Ratio that would be determined pursuant to Section 3.1(b) assuming the Average Parent Common Stock Price is $0.01 per share, of the Company (such shares, collectively, the “Company Preferred Stock”, and each, a “Company Preferred Share”, and the Company Preferred Shares collectively with the Company Common Shares, the “Company Shares”) issued and outstanding immediately prior to the Effective Time shall be converted into the right to receive the Preferred Stock Consideration and shall be canceled and cease to exist, and each holder of a certificate theretofore representing any Company Preferred Shares or non-certificated Company Preferred Shares represented by book-entry shall cease to have any rights with respect thereto, except the right to receive the Preferred Stock Consideration upon surrender of such certificates or book-entry shares.5.29

Effect on Capital Stock. At Subject to the terms and conditions of this Agreement, at the Effective Time, by virtue of the Merger and this Agreement and without any action on the part of Parent, Merger Sub, the Company or the holders of any of the following securities, the following shall occur: (a) The limited liability company interests Conversion of Merger Sub Company Common Stock and Preferred Stock. (i) Each share of Common Stock, par value $0.001 per share, of Company (the "Company Common Stock") issued and outstanding immediately prior to the Effective Time, all of which shall be held by Parent, shall remain outstanding as limited liability company interests of the Surviving Entity, all of which shall continue to be held by Parent. (b) Each share of common stock, par value $0.01 per share, of the Company (such shares, collectively, the “Company Common Stock”, and each, a “Company Common Share”) 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(d1.7(b), will be automatically converted (subject to Sections 1.7(e) and (f)) shall be converted into the right to receive an amount on the Closing Date 0.25 shares of Parent Common Stock equal to the product of one Company Common Share multiplied by the Common Exchange Ratio (which Common Exchange Ratio is subject to adjustment as set forth in Section 1.8) (the “Common Stock Consideration” and together with the Preferred Stock Consideration, the “Merger Consideration”). (c) All Company Common Shares (other than Company Common Shares to be canceled pursuant to Section 1.6(d)) shall be canceled and shall cease to exist, and each holder of a certificate theretofore representing any Company Common Shares (each, a “Certificate”) or non-certificated Company Common Shares represented by book-entry (“Book-Entry Shares”) shall cease to have any rights with respect thereto, except the right to receive (i) the Common Stock Consideration upon surrender of such Certificates or Book-Entry Shares in accordance with Section 2.1(c), without interest (subject to any applicable withholding Tax specified in Section 2.2); and (ii) any dividends and other distributions in accordance with Section 2.1(g). (d) Each Company Common Share owned by Parent or Merger Sub, or owned by any direct or indirect Subsidiary of any such Person, in each case immediately prior to the Effective Time, shall automatically be canceled and retired and cease to exist as of the Effective Time and no consideration shall be paid in exchange therefor. (e) Each share of 6.125% Series C Cumulative Redeemable Preferred Stock, par value $0.01 0.001 per share, of Parent (the Company "Parent Common Stock") (the "Exchange Ratio") upon surrender of the certificate representing such shares, collectively, the “Company Preferred Stock”, and each, a “Company Preferred Share”, and the Company Preferred Shares collectively with the share of Company Common SharesStock in the manner provided in Section 1.8 (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 1.10). If any shares of Company Shares”) issued and Common Stock outstanding immediately prior to the Effective Time 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 Company, then the shares of Parent Common Stock issued in exchange for such shares of Company Common Stock will also be unvested or 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. 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. (ii) Each issued and outstanding share of Company's Series B 8% Convertible Preferred Stock shall be converted into one share of convertible preferred stock of Parent having substantially identical terms, except that in addition to the right existing voting rights thereof, each share shall have one-tenth of one vote for each share of Parent Common Stock into which such stock could then be converted, and with respect to receive such vote such holder shall have full voting rights and powers equal to the voting rights and powers of the holders of Parent Common Stock (the "Parent 8% Preferred Stock") and each issued and outstanding share of the Company's $6 Convertible Preferred Stock Consideration and (the Company $6 Preferred Stock together with the Company 8% Preferred Stock, the "Company Preferred Stock") shall be canceled and cease converted into one share of convertible preferred stock of Parent having substantially identical terms, except that in addition to existthe existing voting rights thereof, each share shall have one-tenth of one vote for each share of Parent Common Stock into which such stock could then be converted, and each holder of a certificate theretofore representing any Company Preferred Shares or non-certificated Company Preferred Shares represented by book-entry shall cease to have any rights with respect theretoto such vote such holder shall have full voting rights and powers equal to the voting rights and powers of the holders of Parent Common Stock (the "Parent $6 Preferred Stock" and together with the Parent 8% Preferred Stock, except the right to receive the "Parent Preferred Stock Consideration upon surrender of such certificates or book-entry sharesStock").

Effect on Capital Stock. At the Effective Time, subject to Section 3.3 below, by virtue of the Merger and without any action on the part of Parentthe Company, Merger Sub, the Company Parent or the holders of any shares of capital stock of the following securitiesCompany or any shares of capital stock of Merger Sub: (a) The limited liability company interests Each share of the capital stock of Merger Sub issued and outstanding immediately prior to the Effective Time, all Time will be converted into and become one fully paid and nonassessable share of which shall be held by Parent, shall remain outstanding as limited liability company interests common stock of the Surviving Entity, all of which shall continue to be held by ParentCorporation. (b) Each share of common stock, par value $0.01 per share, Company Common Stock and Company Preferred Stock that is owned by the Company or by any wholly owned subsidiary of the Company and each share of Company Common Stock and Company Preferred Stock that is owned by Parent, Merger Sub or any other subsidiary of Parent immediately prior to the Effective Time will automatically be canceled without any conversion thereof and no consideration will be delivered with respect thereto. (c) Except for shares to be canceled in accordance with Section 3.1(b) and except for Dissenting Shares (as defined below), (1) each share of Company Preferred Stock issued and outstanding as of the Effective Time (all such shares, collectivelythe “Preferred Shares”) will be converted into the right to receive (in addition to the amount provided for in subpart (2) of this sentence) $0.66 in cash, as a preferential payment, and (2) each share of Company Common Stock issued and outstanding as of the Effective Time (all such shares, the “Company Common StockShares”) and the Preferred Shares, on an as-if-converted basis, will be cancelled and extinguished automatically and will be converted into the right to receive in cash (A) the Per Share Amount, less any required withholding taxes, upon surrender of the certificate formerly representing such Common Shares and Preferred Shares in accordance with Section 3.4 (the “Closing Date Merger Consideration”) and (B) such holder’s Proportionate Share of the Post-Closing Merger Consideration, if any. The “Per Share Amount” shall be determined by dividing (x) $10,000,000 minus (i) $2,219,999.76 (the aggregate payment to the holders of the Preferred Shares pursuant to Section 3.1(c)(1) above), (ii) the Estimated Adjustment Amount, (iii) the Escrow Amount, (iv) the Deposit, (v) the Tail Insurance Premium, (vi) the Stockholder Defense Amount, and each(vii) the aggregate amount of the Option Termination Payments, a “Company by (y) the aggregate number of Preferred Shares, on an as-if-converted basis, Common Share”Shares and the Dissenting Shares. (d) issued and The holders of such certificates previously representing the Common Shares or Preferred Shares outstanding immediately prior to the Effective Time (other than any shares of Company Common Stock to be canceled pursuant to Section 1.6(d)) shall be converted into the right to receive an amount of Parent Common Stock equal to the product of one Company Common Share multiplied by the Common Exchange Ratio (which Common Exchange Ratio is subject to adjustment as set forth in Section 1.8) (the “Common Stock Consideration” and together with the Preferred Stock Consideration, the “Merger Consideration”). (c) All Company Common Shares (other than Company Common Shares to be canceled pursuant to Section 1.6(d)) shall be canceled and shall cease to exist, and each holder of a certificate theretofore representing any Company Common Shares (each, a “CertificateStockholders”) or non-certificated Company Common Shares represented by book-entry (“Book-Entry Shares”) shall will cease to have any rights with respect theretoto such Common Shares or Preferred Shares, except the right to receive (i) the Common Stock Consideration upon surrender as applicable, as of such Certificates or Book-Entry Shares in accordance with Section 2.1(c), without interest (subject to any applicable withholding Tax specified in Section 2.2); and (ii) any dividends and other distributions in accordance with Section 2.1(g). (d) Each Company Common Share owned by Parent or Merger Sub, or owned by any direct or indirect Subsidiary of any such Person, in each case immediately prior to the Effective Time, shall automatically be canceled and retired and cease to exist except as of the Effective Time and no consideration shall be paid otherwise provided in exchange therefor. (e) Each share of 6.125% Series C Cumulative Redeemable Preferred Stock, par value $0.01 per share, of the Company (such shares, collectively, the “Company Preferred Stock”, and each, a “Company Preferred Share”, and the Company this Agreement or by applicable law. Such certificates previously representing Common Shares or Preferred Shares collectively with will be exchanged for the Company Common SharesClosing Date Merger Consideration, without interest, upon the “Company Shares”) issued and outstanding immediately prior to the Effective Time shall be converted into the right to receive the Preferred Stock Consideration and shall be canceled and cease to exist, and each holder of a certificate theretofore representing any Company Preferred Shares or non-certificated Company Preferred Shares represented by book-entry shall cease to have any rights with respect thereto, except the right to receive the Preferred Stock Consideration upon surrender of such certificates or book-entry sharesin accordance with the provisions of Section 3.5.

Effect on Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the holder of any shares of capital stock of the Company or the holders any shares of any capital stock of the following securitiesParent or Merger Sub: (a) The limited liability company interests Each share of capital stock of Merger Sub issued and outstanding immediately prior to the Effective Time, all of which Time shall be held by Parentconverted into and become one validly issued, shall remain outstanding as limited liability company interests fully paid and nonassessable share of common stock, par value $.01 per share, of the Surviving Entity, all of which shall continue to be held by ParentCorporation. (b) Each share of common 8.125% series A preferred stock, par value $0.01 per share, of the Company (such shares, collectively, the “Company Common Series A Preferred Stock”, and each, a “Company Common Share”) issued and outstanding immediately prior to the Effective Time (other than any shares of Company Common Stock to be canceled pursuant to clause (d) below) shall remain outstanding as Series A Preferred Stock of the Surviving Corporation and will have such terms as set forth in the Certificate of Designations Establishing the Designations, Powers, Preferences, Rights, Qualifications, Limitations And Restrictions of 8.125% series A preferred stock, dated as of October 17, 2005, pursuant to which they were issued (the “Series A Certificate of Designations”). (c) Each share of floating rate series B preferred stock, par value $0.01 per share, of the Company (the “Series B Preferred Stock” and together with the Series A Preferred Stock, the “Preferred Stock”) issued and outstanding immediately prior to the Effective Time (other than shares to be canceled pursuant to clause (d) below) shall remain outstanding as Series B Preferred Stock of the Surviving Corporation and will have such terms as set forth in the Certificate of Designations Establishing the Designations, Powers, Preferences, Rights, Qualifications, Limitations And Restrictions of floating rate series B preferred stock, dated as of October 17, 2005, pursuant to which they were issued (the “Series B Certificate of Designations”). (d) Each share of Common Stock and Preferred Stock that is directly owned by the Company as treasury stock shall automatically be canceled and shall cease to exist, and no consideration shall be delivered in exchange therefor. Each share of Common Stock and Preferred Stock owned by any wholly-owned Company Subsidiary, Parent or any other member of the Fairfax Group immediately prior to the Effective Time shall remain outstanding after the Effective Time as shares of the Surviving Corporation. (e) Each share of Common Stock issued and outstanding immediately prior to the Effective Time (excluding shares which remain outstanding, or to be canceled, in accordance with Sections 3.01(b), (c) or (d) and, except as provided in Section 1.6(d3.01(f), the Appraisal Shares (as defined herein)) shall be converted into the right to receive an amount of Parent Common Stock equal to the product of one Company Common Share multiplied by the Common Exchange Ratio Offer Price in cash, without interest (which Common Exchange Ratio is subject to adjustment as set forth in Section 1.8) (the “Common Stock Consideration” and together with the Preferred Stock Consideration, the “Merger Consideration”). (c) All Company , and at the Effective Time, all such shares of Common Shares (other than Company Common Shares to Stock shall no longer be canceled pursuant to Section 1.6(d)) outstanding and shall automatically be canceled and shall cease to exist, and each holder of (x) a certificate theretofore representing that immediately prior to the Effective Time represented any Company such shares of Common Shares Stock (each, a “Certificate”) or non-certificated Company (y) any such uncertificated shares of Common Shares represented by book-entry Stock (collectively, the “Book-Entry Uncertificated Shares”) shall cease to have any rights with respect thereto, except the right to receive (i) the Common Stock Merger Consideration upon surrender of such Certificates or Book-Entry Shares in accordance and any declared dividends with Section 2.1(c), without interest (subject to any applicable withholding Tax specified in Section 2.2); and (ii) any dividends and other distributions in accordance with Section 2.1(g). (d) Each Company Common Share owned by Parent or Merger Sub, or owned by any direct or indirect Subsidiary of any such Person, in each case immediately a record date prior to the Effective Time, shall automatically be canceled and retired and cease to exist as of Time that remain unpaid at the Effective Time and no consideration shall be paid in exchange thereforthat are due to such holder. (ef) Each share of 6.125% Series C Cumulative Redeemable Preferred StockNotwithstanding anything in this Agreement to the contrary, par value $0.01 per share, of the Company shares (such shares, collectively, the “Company Preferred Stock”, and each, a “Company Preferred Share”, and the Company Preferred Shares collectively with the Company Common Shares, the “Company Appraisal Shares”) of Common Stock issued and outstanding immediately prior to the Effective Time that are held by any holder who is entitled to demand and properly demands appraisal of such shares pursuant to, and who complies in all respects with, the provisions of Section 262 of the DGCL (“Section 262”) shall not be converted into the right to receive the Preferred Stock Merger Consideration as provided in Section 3.01(e), but instead such holder shall be entitled to payment of the fair value of such shares in accordance with the provisions of Section 262. At the Effective Time, the Appraisal Shares shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and each holder of a certificate theretofore representing any Company Preferred Appraisal Shares or non-certificated Company Preferred Shares represented by book-entry shall cease to have any rights with respect thereto, except the right to receive the Preferred Stock Consideration upon surrender fair value of such certificates shares in accordance with the provisions of Section 262. Notwithstanding the foregoing, if any such holder shall fail to perfect or book-entry sharesotherwise shall waive, withdraw or lose the right to appraisal under Section 262 or a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262, then the right of such holder to be paid the fair value of such holder’s Appraisal Shares under Section 262 shall cease and such Appraisal Shares shall be deemed to have been converted at the Effective Time into, and shall have become, the right to receive the Merger Consideration as provided in Section 3.01(e). The Company shall give prompt notice to Parent of any demands for appraisal of any shares of Common Stock, withdrawals of such demands and any other instruments served pursuant to the DGCL received by the Company, and Parent shall have the right to participate in and direct all negotiations and proceedings with respect to such demands. The Company shall not, without the prior written consent of Parent (which consent shall not be unreasonably withheld or delayed), voluntarily make any payment with respect to, or settle or offer to settle, any such demands, or agree to do or commit to do any of the foregoing.

Effect on Capital Stock. (a) At the Effective Time, by virtue of the Merger and without any action on the part of Parentthe holder thereof, Merger Sub, the Company or the holders of any of the following securities: (a) The limited liability company interests of Merger Sub issued and outstanding immediately prior to the Effective Time, all of which shall be held by Parent, shall remain outstanding as limited liability company interests of the Surviving Entity, all of which shall continue to be held by Parent. (b) Each each share of common stock, par value $0.01 per share, of the Company (such shares, collectively, the “Company Common Stock”, and each, a “Company Common Share”) Stock issued and outstanding immediately prior to the Effective Time (other than any shares of Company Common Stock to owned by Parent, GPAA or any other wholly owned subsidiary of Parent, or held by the Company, all of which shall be canceled pursuant to as provided in Section 1.6(d1.8(c)) shall be converted into the right to receive an amount 0.65 validly issued, fully paid and non-assessable shares of Parent Common Stock equal to (the product of one Company Common Share multiplied by the Common "Exchange Ratio (which Common Exchange Ratio is subject to adjustment as set forth in Section 1.8Ratio") (the “together with any cash in lieu of fractional shares of Parent Common Stock Consideration” and together with the Preferred Stock Considerationto be paid pursuant to Section 2.4, the “"Merger Consideration”"). (cb) All As a result of the Merger and without any action on the part of the holders thereof, at the Effective Time, all shares of Company Common Shares (other than Company Common Shares Stock shall cease to be canceled pursuant to Section 1.6(d)) outstanding and shall be canceled and retired and shall cease to exist, and each holder of a certificate theretofore representing or certificates which immediately prior to the Effective Time represented any such shares of Company Common Shares Stock (each, a “"Common Certificates" or "Certificate”) or non-certificated Company Common Shares represented by book-entry (“Book-Entry Shares”") shall thereafter cease to have any rights with respect theretoto such shares of Company Common Stock, except the right to receive as provided herein or by law. (ic) the Each share of Company Common Stock Consideration upon surrender owned by Parent, GPAA or any other wholly-owned Subsidiary of such Certificates Parent or Book-Entry Shares held by the Company at the Effective Time shall, by virtue of the Merger, cease to be outstanding and shall be canceled and retired and no stock of Parent or other consideration shall be delivered in accordance with Section 2.1(c), without interest (subject to any applicable withholding Tax specified in Section 2.2); and (ii) any dividends and other distributions in accordance with Section 2.1(g)exchange therefore. (d) Each Company Common Share owned At the Effective Time, by Parent or virtue of the Merger Suband without any action on the part of the holder thereof, or owned by any direct or indirect Subsidiary each share of any such Personcommon stock, in each case having no par value, of GPAA issued and outstanding immediately prior to the Effective Time, shall automatically be canceled converted into one validly issued, fully paid and retired and cease to exist as of the Effective Time and no consideration shall be paid in exchange therefor. (e) Each non-assessable share of 6.125% Series C Cumulative Redeemable Preferred Stockcommon stock, par value $0.01 0.001 per share, of the Company (such shares, collectively, the “Company Preferred Stock”, and each, a “Company Preferred Share”, and the Company Preferred Shares collectively with the Company Common Shares, the “Company Shares”) issued and outstanding immediately prior to the Effective Time shall be converted into the right to receive the Preferred Stock Consideration and shall be canceled and cease to exist, and each holder of a certificate theretofore representing any Company Preferred Shares or non-certificated Company Preferred Shares represented by book-entry shall cease to have any rights with respect thereto, except the right to receive the Preferred Stock Consideration upon surrender of such certificates or book-entry sharesSurviving Corporation.

Effect on Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Subthe Subsidiary, the Company or the holders of any of the following securities: (a) The limited liability company interests Conversion of Merger Sub Company Common Stock. 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, all of which shall be held by Parent, shall remain outstanding as limited liability company interests of the Surviving Entity, all of which shall continue to be held by Parent. (b) Each share of common stock, par value $0.01 per share, of the Company (such shares, collectively, the “Company Common Stock”, and each, a “Company Common Share”) 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(d1.6(c), will be canceled and extinguished and automatically converted (subject to Sections 1.6(e) and (f)) shall be converted into the right to receive an amount of Parent Common Stock equal to the product of one Company Common Share multiplied by the Common Exchange Ratio (which Common Exchange Ratio is subject to adjustment as set forth in Section 1.8) (the “Common Stock Consideration” and together with the Preferred Stock Consideration, the “Merger Consideration”). (c"Exchange Ratio") All Company Common Shares (other than Company Common Shares to be canceled pursuant to Section 1.6(d)) shall be canceled and shall cease to exist, and each holder of a certificate theretofore representing any Company Common Shares (each, a “Certificate”) or non-certificated Company Common Shares represented by book-entry (“Book-Entry Shares”) shall cease to have any rights with respect thereto, except the right to receive (i) the Common Stock Consideration upon surrender 0.1104 of such Certificates or Book-Entry Shares in accordance with Section 2.1(c), without interest (subject to any applicable withholding Tax specified in Section 2.2); and (ii) any dividends and other distributions in accordance with Section 2.1(g). (d) Each Company Common Share owned by Parent or Merger Sub, or owned by any direct or indirect Subsidiary of any such Person, in each case immediately prior to the Effective Time, shall automatically be canceled and retired and cease to exist as of the Effective Time and no consideration shall be paid in exchange therefor. (e) Each a share of 6.125% Series C Cumulative Redeemable Preferred Stockvalidly issued, fully paid and nonassessable common stock, par value $0.01 per share, of 24/7 (the "24/7 Common Stock"), and (ii) U.S. $0.2051, upon surrender of the certificates representing such shares of Company Common Stock. (i) The Company's obligations with respect to each outstanding option, as set forth on Schedule 1.6(b) hereto (the "Assumed Options") other than those options designated on such schedule as "non-assumed options" (the "Non-assumed Options"), to purchase shares of common stock of the Company issued pursuant to the Company's 1999 Stock Option/Stock Issuance Plan (such sharesthe "Company Option Plan"), collectivelywhether vested or unvested, shall, by virtue of this Agreement and without any further action of the “Company Preferred Stock”Company, and each24/7 or the holder of any Assumed Option, a “Company Preferred Share”, and the Company Preferred Shares collectively with the Company Common Shares, the “Company Shares”) issued and outstanding immediately be assumed by 24/7 under its 1998 Stock Incentive Plan. Unless otherwise elected by 24/7 prior to the Effective Time Time, 24/7 shall make such assumption in such manner that (i) 24/7 is a corporation "assuming a stock option in a transaction to which Section 424(a) applies" within the meaning of Section 424 of the Code or (ii) to the extent that Section 424 of the Code does not apply to such Assumed Option, 24/7 would be such a corporation were Section 424 of the Code applicable to such Assumed Option; and, if not so otherwise elected, after the Effective Time, all references to the Company Option Plan shall be converted into deemed to refer to 24/7's 1998 Stock Incentive Plan as of the right to receive Effective Time by virtue of this Agreement and without any further action. In connection therewith, the Preferred Stock Consideration and shall be canceled and cease to existCompany shall, and each holder hereby does, assign to 24/7 effective at the Closing any and all "repurchase rights" of a certificate theretofore representing any the Company Preferred Shares or non-certificated Company Preferred Shares represented by book-entry shall cease to have any rights with respect thereto, except to the right Assumed Options and Option Shares. "Option Shares" means shares of Company Common Stock purchased upon exercise of options under the Company Option Plan prior to receive the Preferred Stock Consideration upon surrender vesting of such certificates or book-entry sharesoptions.

Effect on Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, any holder of Shares or any other shares of capital stock of the Company or the holders of any of the following securitiesMergerCo: (a) The limited liability company interests of Merger Sub issued and outstanding immediately prior to the Effective Time, all of which shall be held by Parent, shall remain outstanding as limited liability company interests of the Surviving Entity, all of which shall continue to be held by Parent. (b) Each share of common stock, par value $0.01 per share, of the Company (such shares, collectively, the “Company Common Stock”, and each, a “Company Common Share”) 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(d)) shall be converted into the right to receive an amount of Parent Common Stock equal to the product of one Company Common Share multiplied by the Common Exchange Ratio (which Common Exchange Ratio is subject to adjustment as set forth in Section 1.8) (the “Common Stock Consideration” and together with the Preferred Stock Consideration, the “Merger Consideration”). (c) All Company Common Shares (other than Company Common Shares to be canceled pursuant to Section 1.6(d)) shall be canceled and shall cease to exist, and each holder of a certificate theretofore representing any Company Common Shares (each, a “Certificate”) or non-certificated Company Common Shares represented by book-entry (“Book-Entry Shares”) shall cease to have any rights with respect thereto, except the right to receive (i) the Common Stock Consideration upon surrender of such Certificates or Book-Entry Shares in accordance with Section 2.1(c), without interest (subject to any applicable withholding Tax specified in Section 2.2); and (ii) any dividends and other distributions in accordance with Section 2.1(g). (d) Each Company Common Share owned by Parent or Merger Sub, or owned by any direct or indirect Subsidiary of any such Person, in each case immediately prior to the Effective Time, shall automatically be canceled and retired and cease to exist as of the Effective Time and no consideration shall be paid in exchange therefor. (e) Each share of 6.125% Series C Cumulative Redeemable Preferred Stock, par value $0.01 per share, of the Company (such shares, collectively, the “Company Preferred Stock”, and each, a “Company Preferred Share”, and the Company Preferred Shares collectively with the Company Common Shares, the “Company Shares”) MergerCo issued and outstanding immediately prior to the Effective Time shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation. (b) Each Share issued and outstanding immediately prior to the Effective Time that is owned by the Company or by Terrapin and its affiliated entities (other than shares in trust accounts, managed accounts, custodial accounts and the like that are beneficially owned by third parties) shall automatically be cancelled and shall cease to exist, and no cash or other consideration shall be delivered or deliverable in exchange therefor. (c) At the Effective Time, each Share issued and outstanding immediately prior to the Effective Time (other than Shares to be cancelled in accordance with Section 2.7(b) and any Dissenting Shares (as defined below)) shall be converted into the right to receive the Preferred Stock Offer Consideration from the Company, payable to the holder thereof, without any interest thereon (the “Merger Consideration”), less any required withholding taxes, upon surrender and exchange of a Certificate. (d) Notwithstanding anything in this Agreement to the contrary, Shares issued and outstanding immediately prior to the Effective Time held by any Person who has not voted such Shares in favor of the Merger and who has the right to demand, and who properly demands, an appraisal of such Shares (“Dissenting Shares”) in accordance with Section 262 of the DGCL (or any successor provision) shall not be converted into a right to receive the Merger Consideration unless such holder fails to perfect or otherwise loses such holder’s right to such appraisal, if any. If, after the Effective Time, such holder fails to perfect or loses any such right to appraisal, each such Share of such holder shall be canceled and cease treated as a Share that had been converted as of the Effective Time into the right to existreceive the Merger Consideration in accordance with Section 2.7(c). At the Effective Time, and each any holder of a certificate theretofore representing any Company Preferred Dissenting Shares or non-certificated Company Preferred Shares represented by book-entry shall cease to have any rights with respect thereto, except the right to receive rights provided in Section 262 of the Preferred Stock Consideration upon surrender of such certificates DGCL (or book-entry sharesany successor provision) and as provided in the immediately preceding sentence.

Effect on Capital Stock. At the Effective Time, without any action on the part of Parent, the Parent Stockholders, Merger Sub, the Company or the Company Stockholders: (a) The shares of Company Common Stock issued and outstanding immediately prior to the Effective Time (including shares of Company Common Stock resulting from the conversion of the Company Preferred Stock described in Section 3.04 and any exercise prior to the Effective Time of the Company Options described in Section 3.05(a)) that are issued and outstanding immediately prior to the Effective Time (other than the Dissenting Shares or the shares to be cancelled pursuant to Section 3.01(c)), shall be converted automatically into, and the holders of such shares of Company Common Stock (except with respect to Dissenting Shares and other shares to be cancelled pursuant to Section 3.01(c)) shall be entitled to receive, by virtue of the Merger and upon the terms and subject to the conditions set forth in this Section 3.01 and throughout this Agreement, fully paid and nonassessable shares of Parent Common Stock to be paid to all Company Stockholders (the “Merger Consideration”) that shall result in such Company Stockholders, in the aggregate, holding 49.5% of the Outstanding Shares (as defined in Schedule 3.01 hereto). Notwithstanding anything to the contrary herein, the parties mutually acknowledge and agree that the calculation of the Merger Consideration applicable at Closing shall be as specified in Schedule 3.01 hereto. As a result of the Merger, at the Effective Time, the shares of Company Common Stock shall no longer be outstanding and shall cease to exist and each Company Common Stockholder shall cease to have any other rights as a stockholder of Company Common Stock with respect thereto, except the right to receive the Merger Consideration payable in respect of such shares of Company Common Stock. Notwithstanding anything else in this Agreement, no certificates or scrip representing a fractional share of Parent Common Stock will be issued to any of the Company Common Stockholders in connection with payment of the Merger Consideration, and to the extent a fractional share of Parent Common Stock is issuable as part of the Merger Consideration after aggregating all fractional shares of Parent Common Stock that otherwise would be received by such Company Common Stockholder, such fraction shall be rounded up to one whole share of Parent Common Stock. (b) At the Effective Time, by virtue of the Merger and without any action on the part of Parentany holder thereof, Merger Subeach share of common stock, the Company or the holders of any of the following securities: (a) The limited liability company interests par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time, all of which Time shall no longer be held by Parent, outstanding and shall remain outstanding as limited liability company interests of the Surviving Entity, all of which shall continue to thereupon be held by Parent. converted into and become one (b1) Each validly issued fully paid and non-assessable share of common stock, par value $0.01 per share, of the Surviving Company (and such shares, collectively, share shall constitute the “only outstanding share of capital stock of the Surviving Company Common Stock”, and each, a “Company Common Share”) issued and outstanding as of immediately prior to following the Effective Time (other than any shares of Company Common Stock to be canceled pursuant to Section 1.6(d)) shall be converted into the right to receive an amount of Parent Common Stock equal to the product of one Company Common Share multiplied by the Common Exchange Ratio (which Common Exchange Ratio is subject to adjustment as set forth in Section 1.8) (the “Common Stock Consideration” and together with the Preferred Stock Consideration, the “Merger Consideration”)Time. (c) All Each share of Company Common Shares (other than Company Common Shares to treasury stock shall automatically be canceled pursuant to Section 1.6(d)) shall be canceled cancelled and retired and shall cease to exist, and each holder of a certificate theretofore representing any Company Common Shares (each, a “Certificate”) or non-certificated Company Common Shares represented by book-entry (“Book-Entry Shares”) shall cease to have any rights with respect thereto, except the right to receive (i) the Common Stock Consideration upon surrender of such Certificates or Book-Entry Shares in accordance with Section 2.1(c), without interest (subject to any applicable withholding Tax specified in Section 2.2); and (ii) any dividends and other distributions in accordance with Section 2.1(g). (d) Each Company Common Share owned by Parent or Merger Sub, or owned by any direct or indirect Subsidiary of any such Person, in each case immediately prior to the Effective Time, shall automatically be canceled and retired and cease to exist as of the Effective Time and no consideration shall be paid delivered in exchange therefor. (e) Each share of 6.125% Series C Cumulative Redeemable Preferred Stock, par value $0.01 per share, of the Company (such shares, collectively, the “Company Preferred Stock”, and each, a “Company Preferred Share”, and the Company Preferred Shares collectively with the Company Common Shares, the “Company Shares”) issued and outstanding immediately prior to the Effective Time shall be converted into the right to receive the Preferred Stock Consideration and shall be canceled and cease to exist, and each holder of a certificate theretofore representing any Company Preferred Shares or non-certificated Company Preferred Shares represented by book-entry shall cease to have any rights with respect thereto, except the right to receive the Preferred Stock Consideration upon surrender of such certificates or book-entry shares.

Effect on Capital Stock. At the Effective Time, by virtue of the Merger and without any further action on the part of CCI, CCR or the stockholders of such corporations, the following shall occur: (a) The outstanding shares of Common Stock, par value $0.01 per share, of CCI (“CCI Common Stock”) issued and outstanding immediately prior to the Effective Time, other than those held in CCI’s treasury (if any), shall be converted into the same number of validly issued, fully paid and nonassessable shares of Common Stock, par value $0.01 per share, of the Surviving Corporation (“Surviving Corporation Common Stock”). (b) The outstanding shares of 4.50% Mandatory Convertible Preferred Stock, Series A, par value $0.01 per share, of CCI (“CCI Preferred Stock”) issued and outstanding immediately prior to the Effective Time, other than those held in CCI’s treasury (if any), shall be converted into the same number of validly issued, fully paid and nonassessable shares of 4.50% Mandatory Convertible Preferred Stock, Series A, par value $0.01 per share, of the Surviving Corporation (“Surviving Corporation Preferred Stock”). (c) All shares of CCI Common Stock and CCI Preferred Stock shall no longer be outstanding and shall be canceled and shall cease to exist. At the Effective Time, each certificate formerly representing shares of CCI Common Stock (“Certificate”) shall thereafter only represent the right to receive (i) a certificate representing the same number of shares of Surviving Corporation Common Stock and (ii) an amount equal to any dividend or other distribution pursuant to Section 2.4(c). (d) Each share of CCI Common Stock and CCI Preferred Stock held in CCI’s treasury at the Effective Time shall, by virtue of the Merger and without any action on the part of Parentthe holder thereof, Merger Sub, the Company or the holders of any of the following securities: (a) The limited liability company interests of Merger Sub issued and outstanding immediately prior to the Effective Time, all of which shall be held by Parent, shall remain outstanding as limited liability company interests of the Surviving Entity, all of which shall continue cease to be held by Parent. (b) Each share of common stockoutstanding, par value $0.01 per share, of the Company (such shares, collectively, the “Company Common Stock”, and each, a “Company Common Share”) 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(d)) shall be converted into the right to receive an amount of Parent Common Stock equal to the product of one Company Common Share multiplied by the Common Exchange Ratio (which Common Exchange Ratio is subject to adjustment as set forth in Section 1.8) (the “Common Stock Consideration” and together with the Preferred Stock Consideration, the “Merger Consideration”). (c) All Company Common Shares (other than Company Common Shares to be canceled pursuant to Section 1.6(d)) shall be canceled without payment of any consideration therefor and shall cease to exist, and each holder of a certificate theretofore representing any Company Common Shares (each, a “Certificate”) or non-certificated Company Common Shares represented by book-entry (“Book-Entry Shares”) shall cease to have any rights with respect thereto, except the right to receive (i) the Common Stock Consideration upon surrender of such Certificates or Book-Entry Shares in accordance with Section 2.1(c), without interest (subject to any applicable withholding Tax specified in Section 2.2); and (ii) any dividends and other distributions in accordance with Section 2.1(g). (d) Each Company Common Share owned by Parent or Merger Sub, or owned by any direct or indirect Subsidiary of any such Person, in each case immediately prior to the Effective Time, shall automatically be canceled and retired and cease to exist as of the Effective Time and no consideration shall be paid in exchange therefor. (e) Each share of 6.125% Series C Cumulative Redeemable Preferred Common Stock, par value $0.01 per share, of the Company (such shares, collectively, the “Company Preferred Stock”, and each, a “Company Preferred Share”, and the Company Preferred Shares collectively with the Company Common Shares, the “Company Shares”) CCR issued and outstanding immediately prior to the Effective Time shall shall, by virtue of the Merger and without any action on the part of CCR or the holder of such share, cease to be converted into the right to receive the Preferred Stock Consideration and outstanding, shall be canceled without payment of any consideration therefor and shall cease to exist, and each holder of a certificate theretofore representing any Company Preferred Shares or non-certificated Company Preferred Shares represented by book-entry shall cease to have any rights with respect thereto, except the right to receive the Preferred Stock Consideration upon surrender of such certificates or book-entry shares.

Effect on Capital Stock. (a) At the Effective Time, subject to the provisions of this ARTICLE II, each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares of Company Common Stock owned by Parent, Merger Sub or the Company) shall, by virtue of the Merger and without any action on the part of Parentthe holder thereof, Merger Subbe converted into and shall thereafter represent the right to receive (i) 0.1034 shares (as may be adjusted pursuant to this Section 2.6, the Company “Exchange Ratio”) of Parent Common Stock (unless the aggregate number of shares of Parent Common Stock to be issued in the Merger pursuant to this Section 2.6 and Section 2.7 would equal or exceed the holders Maximum Share Number, in which case the Exchange Ratio shall be reduced (the amount of any of such reduction, the following securities: (a“Exchange Ratio Reduction Number”) The limited liability company interests of Merger Sub issued and outstanding immediately prior to the Effective Timeminimum extent necessary such that the number of shares of Parent Common Stock issuable in the Merger pursuant to this Section 2.6 and Section 2.7 is less than the Maximum Share Number) (the “Stock Consideration”) and (ii) $24.50 in cash1, all without interest, plus, if the Exchange Ratio is adjusted pursuant to the preceding clause (i), the amount in cash, without interest, equal to the Exchange Ratio Reduction Number multiplied by the Parent Common Stock Cash Value (the “Cash Consideration”). Together with any cash in lieu of which shall be held by Parent, shall remain outstanding as limited liability company interests fractional shares of the Surviving Entity, all of which shall continue Parent Common Stock to be held by Parentpaid pursuant to Section 2.13, the Stock Consideration and Cash Consideration are collectively referred to herein as the “Merger Consideration”. (b) Each share of common stockFrom and after the Effective Time, par value $0.01 per share, none of the Company (such shares, collectively, the “Company Common Stock”, and each, a “Company Common Share”) 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(d)) shall be converted into the right to receive an amount of Parent Common Stock equal to the product of one Company Common Share multiplied by the Common Exchange Ratio (which Common Exchange Ratio is subject to adjustment as set forth in Section 1.8) (the “Common Stock Consideration” and together with the Preferred Stock Consideration, the “Merger Consideration”). (c) All Company Common Shares (other than Company Common Shares to be canceled Consideration pursuant to Section 1.6(d)) this ARTICLE II shall remain outstanding and shall automatically be canceled cancelled and retired and shall cease to exist, and each holder of a certificate theretofore previously representing any such Company Common Shares Stock or shares of Company Common Stock that are in non-certificated book-entry form (eacheither case being referred to in this Agreement, to the extent applicable, as a “Certificate”) or non-certificated Company Common Shares represented by book-entry (“Book-Entry Shares”) shall thereafter cease to have any rights with respect theretoto such securities, except the right to receive (i) the Common Stock Consideration upon surrender of consideration to which such Certificates or Book-Entry Shares in accordance with holder may be entitled pursuant to this Section 2.1(c)2.6, without interest (subject to any applicable withholding Tax specified in Section 2.2); and (ii) any dividends and other distributions in accordance with Section 2.1(g)2.9(f) and (iii) any cash to be paid in lieu of any fractional share of Parent Common Stock in accordance with Section 2.13. (c) If at any time during the period between the date of this Agreement and the Effective Time, any change in the outstanding shares of Securities of Parent or the Company shall occur by reason of any reclassification, recapitalization, stock split or combination, exchange or readjustment of shares, or any stock dividend thereon with a record date during such period, the Merger Consideration and any other similarly dependent items shall be appropriately adjusted to provide the holders of Company Common Stock the same economic effect as contemplated by this Agreement prior to such event. Nothing in this Section 2.6(c) shall be construed to require or permit either Parent or the Company to take any action that is otherwise prohibited or restricted by any other provision of this Agreement. (d) Each At the Effective Time, (i) all shares of Company Common Share Stock that are owned by Parent, Merger Sub or the Company shall, by virtue of the Merger and without any action on the part of the holder thereof, be cancelled and retired and shall cease to exist and no Securities of Parent, cash or other consideration shall be delivered in exchange therefor and (ii) each share of Company Common Stock held by any wholly owned Subsidiary of the Company or any wholly owned Subsidiary of Parent or (other than Merger Sub) shall, by virtue of the Merger and 1 Assumes $7.50 per share special cash dividend has been paid. without any action on the part of the holder thereof, be converted into such number of fully paid and nonassessable shares (or owned fractions thereof) of common stock of the Surviving Corporation that preserves the relative ownership interest represented by any direct or indirect Subsidiary such share of any such Person, in each case Company Common Stock immediately prior to the Effective Time, shall automatically be canceled and retired and cease to exist as of the Effective Time and no consideration shall be paid in exchange thereforMerger. (e) Each share of 6.125% Series C Cumulative Redeemable Preferred StockAt the Effective Time, par value $0.01 per share, of the Company (such shares, collectively, the “Company Preferred Stock”, and each, a “Company Preferred Share”, and the Company Preferred Shares collectively with the Company Common Shares, the “Company Shares”) each issued and outstanding immediately prior to share of capital stock of Merger Sub shall, by virtue of the Effective Time shall Merger and without any action on the part of the holder thereof, be converted into and become one fully paid and nonassessable share of common stock of the right to receive the Preferred Stock Consideration and shall be canceled and cease to exist, and each holder of a certificate theretofore representing any Company Preferred Shares or non-certificated Company Preferred Shares represented by book-entry shall cease to have any rights with respect thereto, except the right to receive the Preferred Stock Consideration upon surrender of such certificates or book-entry sharesSurviving Corporation.

Effect on Capital Stock. At As of the Effective Time, by virtue of the Merger and without any action on the part of Parent, the holder of any shares of the outstanding capital stock of Adjoined or any interests in Merger Sub, the Company or the holders of any of the following securities: (a) The limited liability company interests of Each outstanding interest in Merger Sub issued and outstanding immediately prior to the Effective Time, all of which shall be held by Parent, shall remain outstanding as limited liability company interests of converted into and become an interest in the Surviving Entity, all of which shall continue to be held by ParentCompany. (b) Each share of Adjoined capital stock that is held in the treasury of Adjoined (collectively the “Treasury Shares”) shall automatically be cancelled and retired and shall cease to exist, and no consideration shall be delivered in exchange therefor. (c) Each share of Adjoined capital stock that is owned by Parent or Merger Sub, if any, shall automatically be cancelled and retired and shall cease to exist and no consideration shall be delivered in exchange therefor. (d) Subject to Section 1.7(f) hereof, each share of Adjoined Series B Preferred Stock issued and outstanding shall be converted into the right to receive from Parent, in the manner set forth in Section 1.8 and Section 2.2 hereof (i) $1.50 in cash, plus (ii) .0671 shares of Parent’s common stock, $0.001 par value $0.01 per share, of the Company share (such shares, collectively, the “Company Parent Common Stock”), plus (iii) the consideration specified in Section 1.7(e) hereof. Subsequent to the Closing, Parent and eachthe Owners’ Representative shall cooperate in good faith to implement rounding procedures for this Section 1.7(d) to ensure that, a “Company Common Share”pursuant to this Section 1.7(d), (i) issued and outstanding each holder of Adjoined Series B Preferred Stock immediately prior to the Effective Time receives an amount of cash and Parent Common Stock (valued at the Specified Price) equal to at least $2.59 multiplied by the total number of shares of Adjoined Series B Preferred Stock owned by such holder immediately prior to the Effective Time, and (ii) all holders of Adjoined Series B Preferred Stock immediately prior to the Effective Time receive, in the aggregate, a total amount of cash and Parent Common Stock (valued at the Specified Price) of not less than $25,016,191.00 (but in no event more than $25,016,195.00). (e) Subject to Section 1.7(f) hereof, each share of Adjoined capital stock issued and outstanding, including each share of Common Stock, Series A Preferred Stock and Series B Preferred Stock (other than any shares of Company Common Stock capital stock to be canceled pursuant to cancelled in accordance with Section 1.6(d)1.7(b) and Section 1.7(c) hereof) shall be converted into the right to receive an amount of Parent Common Stock equal to from Parent, in the product of one Company Common Share multiplied by the Common Exchange Ratio (which Common Exchange Ratio is subject to adjustment as manner set forth in Section 1.81.8 and Section 2.2 hereof, cash and Parent Company Stock with an aggregate value (based on the Specified Price) equal to the quotient obtained by dividing (x) the “Common Stock Consideration” and together with the Preferred Stock Consideration, remainder of (i) the “Merger Consideration”). Price” specified in Section 1.8 below, minus (cii) All Company Common Shares $25,016,191.00, by (other than Company Common Shares y) the aggregate number of outstanding shares of Adjoined capital stock immediately prior to the Effective Time. As of the Effective Time, all such shares of Adjoined capital stock shall no longer be canceled pursuant to Section 1.6(d)) outstanding and shall automatically be canceled cancelled and retired and shall cease to exist, and each holder of a certificate theretofore representing any Company Common Shares (each, a “Certificate”) or non-certificated Company Common Shares represented by book-entry (“Book-Entry Shares”) shall cease to have any rights with respect thereto, except the right to receive (i) the Common Stock Consideration upon surrender such shares of such Certificates or Book-Entry Shares in accordance with Section 2.1(c), without interest (subject to any applicable withholding Tax specified in Section 2.2); and (ii) any dividends and other distributions in accordance with Section 2.1(g). (d) Each Company Common Share owned by Parent or Merger Sub, or owned by any direct or indirect Subsidiary of any such Person, in each case immediately prior to the Effective Time, shall automatically be canceled and retired and cease to exist as of the Effective Time and no consideration shall be paid in exchange therefor. (e) Each share of 6.125% Series C Cumulative Redeemable Preferred Stock, par value $0.01 per share, of the Company (such shares, collectively, the “Company Preferred Stock”, and each, a “Company Preferred Share”, and the Company Preferred Shares collectively with the Company Common Shares, the “Company Shares”) issued and outstanding immediately prior to the Effective Time shall be converted into the right to receive the Preferred Stock Consideration and shall be canceled and cease to exist, and each holder of a certificate theretofore representing any Company Preferred Shares or non-certificated Company Preferred Shares represented by book-entry Adjoined capital stock shall cease to have any rights with respect thereto, except the right to receive the Preferred Stock Merger consideration specified in this Section 1.7 (the “Merger Consideration”), without interest. (f) Notwithstanding anything in this Agreement to the contrary, any issued and outstanding shares of Adjoined capital stock held by a Person (a “Dissenting Shareholder”) who shall not have voted in favor of the Merger or consented thereto in writing or otherwise contractually waived his right of appraisal and who shall have properly demanded appraisal in accordance with the provisions of Section 262 of the Corporation Law concerning the right of holders of Adjoined capital stock to dissent from the Merger and require appraisal of their shares (“Dissenting Shares”) shall not be converted as described in Section 1.7(d) and/or Section 1.7(e) but shall become the right to receive such consideration as may be determined to be due to such Dissenting Shareholder pursuant to Section 262 of the Corporation Law. If, after the Effective Time, such Dissenting Shareholder withdraws demand for appraisal or fails to perfect or otherwise loses his right of appraisal, in any case pursuant to the Corporation Law, his Dissenting Shares shall be deemed to be converted as of the Effective Time into the right to receive the Merger Consideration upon surrender pursuant to Section 1.7(d) and/or Section 1.7(e). Adjoined shall give Parent (i) prompt notice of any demands for appraisal of shares received by Adjoined, and (ii) the opportunity to participate with Adjoined (or, subsequent to the Effective Time, the Owners’ Representative) in all negotiations and proceedings with respect to any such certificates demands. Adjoined (or, subsequent to the Effective Time, the Owners’ Representative) will not voluntarily make any payment with respect to any demands for appraisal and will not, except with the prior written consent of Parent (which shall not be unreasonably withheld or bookdelayed), settle or offer to settle any such demands. Subject to Section 1.12, the Sellers shall be severally responsible (in accordance with each Seller’s Proportionate Share) for the excess, if any, of (x) all out-entry sharesof-pocket costs and expenses (including reasonable attorneys’ fees and expenses) arising out of, or incurred in connection with, Adjoined’s (or, subsequent to the Effective Time, the Owners’ Representative’s) negotiations or proceedings relating to any demand for appraisal of the Dissenting Shares, including, without limitation, any payment required to be made to any Dissenting Shareholder with respect to the settlement or resolution of any appraisal proceeding relating thereto over (y) the aggregate amount of Merger Consideration that would have otherwise been payable with respect to such Dissenting Shares pursuant to Section 1.7(d) and/or Section 1.7(e) hereof (such excess being referred to as the “Excess Appraisal Costs”).