Common use of Merger Consideration Clause in Contracts

Merger Consideration. (a) At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Buyer, Seller or the holders of the following securities: (i) each Seller Common Share (as defined in Section 2.3(a)) issued and outstanding immediately prior to the Effective Time shall be converted into the right to receive $10.35 in cash as adjusted pursuant to Section 1.7(c) ("Common Merger Consideration"), without interest thereon, upon surrender of the certificate formerly representing such Share; and (ii) each Seller Preferred Share (as defined in Section 2.3(a)) issued and outstanding immediately prior to the Effective Time (other than Seller Preferred Shares held by Parent, Buyer or any wholly-owned Subsidiary of Parent or Buyer, which shares by virtue of the Merger and without any action The Preferred Merger Consideration, together with the Common Merger Consideration, is hereinafter referred to as the "Merger Consideration." (b) Each outstanding Seller Option (as defined in Section 2.3(b)) shall be subject to the terms of this Agreement. As of the Effective Time, each outstanding Seller Option, whether or not then vested or exercisable, shall have the expiration date thereof accelerated to the Closing Date, and Seller shall use its reasonable best efforts to cause each such Seller Option to be converted into the right to receive from the Surviving Company an amount of cash equal to the product of (i) the number of Seller Common Shares subject to the Seller Option and (ii) the excess, if any, of the Common Merger Consideration over the exercise price per Seller Common Share of such option (the "Option Consideration"). Each outstanding agreement for the issuance of warrants ("Warrants") and the shares which would be issuable upon the exercise of such warrants (such shares, "Warrant Shares") shall be subject to the terms of this Agreement. Seller shall use its reasonable best efforts to cause each Warrant to be converted into the right to receive from the Surviving Company an amount of cash equal to the product of (i) the number of Warrant Shares and (ii) the excess, if any, of the Common Merger Consideration over the exercise price per Warrant Share of such Warrants (the "Warrant Consideration"). Prior to the Effective Time, Seller shall take all steps necessary to give written notice to each holder of a Seller Option and Warrant that all Seller Options and Warrants shall expire effective as of the Effective Time and be converted into the right to receive the Option Consideration or Warrant Consideration, as the case may be. The Surviving Company shall cause the Paying Agent (as defined below) to pay each holder of Seller Options and Warrants, promptly following the Effective Time, the Option Consideration or Warrant Consideration, as the case may be, for all Seller Options and of Warrant Shares held by such holder. The Seller Board or any committee thereof responsible for the administration of Seller's stock option plans or warrant plans shall take any and all action necessary to effectuate the matters described in this Section 1.7(b) on or before the Effective Time. Any amounts payable pursuant to this Section 1.7(b) shall be subject to any required withholding of taxes and shall be paid without interest. Parent agrees to provide the Surviving Company with sufficient funds to permit the Surviving Company to satisfy its obligations under this Section 1.7(b). (c) The Common Merger Consideration shall be decreased to the extent and in the circumstances described in Section 5.3 (a)(ii)(y) and (z), Section 5.3(c), Section 5.3(d), the last sentence of Section 5.8 or the last sentence of Section 6.2(f). The Common Merger Consideration shall be increased by an amount (the "Closing Adjustment Amount") equal to: 50% of (i) consolidated cash, cash equivalents and marketable securities (valued equal to their market value) of Seller and its Subsidiaries, determined by Ernst & Young, LLP in accordance with GAAP, as of the close of business on the fifth business day prior to Closing (the "Measurement Date") minus (ii) consolidated cash, cash equivalents and marketable securities (valued equal to their market value) of Seller and its Subsidiaries, determined by Ernst & Young LLP in accordance with GAAP, as of June 30, 1999; minus (iii) the aggregate proceeds received by Seller and its Subsidiaries during the period after June 30, 1999 and on or prior to the Measurement Date of (x) any sales or other dispositions of assets of Seller or any of its Subsidiaries, (y) any incurrence of indebtedness or other non-equity financing by Seller or any of its Subsidiaries or (z) any issuances of equity interests by Seller or

Merger Consideration. (a) At After the Effective Time, by virtue of the Merger and without any action on the part of Parent, Buyer, Seller or the holders of the following securities: (i) each Seller Common Share (as defined in Section 2.3(a)) issued and outstanding immediately prior upon delivery to the Effective Time shall be converted into the right to receive $10.35 Exchange Agent of instructions authorizing transfer and cancellation of Book-Entry Interests in cash as adjusted pursuant to accordance with Section 1.7(c) ("Common Merger Consideration"2.1(b), without interest thereon, upon surrender of the certificate formerly representing such Share; and (ii) each Seller Preferred Share (as defined in Section 2.3(a)) issued and outstanding immediately prior to the Effective Time (other than Seller Preferred Shares held by Parent, Buyer or any wholly-owned Subsidiary of Parent or Buyer, which shares by virtue of the Merger and without any action The Preferred Merger Consideration, together with the Common Merger Consideration, is hereinafter referred to as the "Merger Consideration." (b) Each outstanding Seller Option (as defined in Section 2.3(b)) shall be subject to the terms of this Agreement. As the Transmittal Letter and such other documents as may reasonably be required by the Exchange Agent, the holder of the Effective Time, each outstanding Seller Option, whether or not then vested or exercisable, such Book-Entry Interests shall have the expiration date thereof accelerated be entitled to the Closing Datereceive in exchange therefor, and Seller the Exchange Agent shall use its reasonable best efforts be required to cause deliver to each such Seller Option to be converted into the right to receive from the Surviving Company an amount of cash equal to the product of holder, (i) the number of Seller Common Braves Shares subject and an amount in cash that such holder is entitled to receive pursuant to Section 1.6(a)(i) (after taking into account all Yankees Shares then held by such holder and the Seller Option Elections(s) made with respect to such Yankees Shares by such holder), and (ii) the excess, if any, any cash in lieu of the Common Merger Consideration over the exercise price per Seller Common Share of such option (the "Option Consideration"). Each outstanding agreement for the issuance of warrants ("Warrants") and the fractional shares which would be issuable upon the exercise of such warrants (such shares, "Warrant Shares") shall be subject to the terms of this Agreement. Seller shall use its reasonable best efforts to cause each Warrant to be converted into holder has the right to receive from pursuant to Section 2.1(e). The Book-Entry Interests that are the Surviving Company an subject of such authorization shall forthwith be cancelled. No interest will be paid or accrued on any amount payable upon such transfer and cancellation of cash equal to the product of (i) the number of Warrant Shares and (ii) the excess, if any, any Book-Entry Interests. The stock portion of the Common Merger Consideration over issued and paid and the exercise price per Warrant Share of such Warrants (the "Warrant Consideration"). Prior to the Effective Time, Seller shall take all steps necessary to give written notice to each holder of a Seller Option and Warrant that all Seller Options and Warrants shall expire effective as cash portion of the Effective Time Merger Consideration paid in accordance with the terms of Section 1.6(a)(i) and be converted into the right to receive the Option Consideration or Warrant Consideration, as the case may be. The Surviving Company shall cause the Paying Agent (as defined below) to pay each holder of Seller Options and Warrants, promptly following the Effective Time, the Option Consideration or Warrant Consideration, as the case may be, for all Seller Options and of Warrant Shares held by such holder. The Seller Board or any committee thereof responsible for the administration of Seller's stock option plans or warrant plans shall take any and all action necessary to effectuate the matters described in this Section 1.7(b2.1(c) on or before the Effective Time. Any amounts payable upon conversion of any Yankees Shares (including any cash paid in lieu of fractional shares pursuant to this Section 1.7(b2.1(e)) shall be subject deemed to have been issued and paid in full satisfaction of all rights pertaining to such Yankees Shares. In the event of a transfer of ownership of any Yankees Shares that is not registered in the transfer records of Yankees, the proper number of Braves Shares and the proper amount in cash may be transferred by the Exchange Agent to such a transferee if written instructions authorizing the transfer of the Book-Entry Interests are presented to the Exchange Agent, in any case, accompanied by all documents required withholding to evidence and effect such transfer and to evidence that any applicable stock transfer Taxes have been paid. If any portion of taxes and the Merger Consideration is to be delivered to a Person other than the holder in whose name any Book-Entry Interests are registered, it shall be paid without interest. Parent agrees to provide a condition of such exchange that the Surviving Company with sufficient funds to permit Person requesting such delivery shall pay any transfer or other similar Taxes required by reason of the Surviving Company to satisfy its obligations under this Section 1.7(b). (c) The Common transfer of Yankees Shares or the payment of the applicable cash portion of the Merger Consideration to a Person other than the registered holder of any Book-Entry Interests, or shall establish to the satisfaction of Braves or the Exchange Agent that such Tax has been paid or is not applicable. The Braves Shares constituting the stock portion of the Merger Consideration, at Braves’s option, shall be decreased to in uncertificated book-entry form, unless a physical certificate is otherwise required under applicable Law. For the extent and in purposes of this Agreement, the circumstances described in Section 5.3 term “Person” means any individual, corporation (a)(ii)(y) and (zincluding not-for-profit), Section 5.3(c)general or limited partnership, Section 5.3(d)limited liability company, the last sentence of Section 5.8 or the last sentence of Section 6.2(f). The Common Merger Consideration shall be increased by an amount (the "Closing Adjustment Amount") equal to: 50% of (i) consolidated cashjoint venture, cash equivalents and marketable securities (valued equal to their market value) of Seller and its Subsidiariesestate, determined by Ernst & Youngtrust, LLP in accordance with GAAPassociation, as of the close of business on the fifth business day prior to Closing (the "Measurement Date") minus (ii) consolidated cashorganization, cash equivalents and marketable securities (valued equal to their market value) of Seller and its Subsidiaries, determined by Ernst & Young LLP in accordance with GAAP, as of June 30, 1999; minus (iii) the aggregate proceeds received by Seller and its Subsidiaries during the period after June 30, 1999 and on or prior to the Measurement Date of (x) any sales Governmental Entity or other dispositions entity of assets of Seller any kind or any of its Subsidiaries, (y) any incurrence of indebtedness or other non-equity financing by Seller or any of its Subsidiaries or (z) any issuances of equity interests by Seller ornature.

Merger Consideration. (a) At Subject to Section 1.10 and Section 5.9 below, at the Effective Time, by virtue of the Merger and without any action on the part of Parent, Buyer, Seller or the holders of the following securities: (i) , each Seller Common Share (as defined in Section 2.3(a)) issued and outstanding immediately prior to the Effective Time (other than Seller Common Shares held by Parent, Buyer, any wholly-owned subsidiary of Parent or Buyer, or in the treasury of Seller, which shares, by virtue of the Merger and without any action on the part of the holder thereof, shall be canceled and shall cease to exist with no payment being made with respect thereto, and other than Dissenting Shares (as defined in Section 1.10)) shall be converted into the right to receive $10.35 12.25 in cash as adjusted pursuant to Section 1.7(c) (the "Common Merger Consideration"), without interest thereon, upon surrender of the certificate formerly representing such Share; and (ii) share. In addition, at the Effective Time, by virtue of the Merger and without any action on the part of Parent, Buyer, Seller or the holders of the following securities, each Seller Preferred Share (as defined in Section 2.3(a)) issued and outstanding immediately prior to the Effective Time (other than Dissenting Shares) shall be converted into the right to receive the "Change of Control Preference" in the amount of $28.75 per Seller Preferred Shares held by ParentShare together with 115% of any Accrued Dividends per Seller Preferred Share ("Change of Control Preference" and "Accrued Dividends" each being defined in the Certificate of Designation of the Seller Preferred Shares) (the "Preferred Merger Consideration"), Buyer or without interest thereon, upon surrender of the certificate formerly representing such share. The Surviving Company shall have the right to, and shall, take all steps necessary to ensure compliance, and shall comply, with all withholding obligations with respect to any wholly-owned Subsidiary foreign stockholders of Parent or Buyer, which shares by virtue Seller in connection with the payment of the Merger and without any action Consideration. The Preferred Merger Consideration, together with the Common Merger Consideration, is hereinafter referred to as the "Merger Consideration"." (b) Each outstanding Seller Option (as defined in Section 2.3(b)) shall be subject to the terms of this Agreement. As of the Effective Time, each outstanding Seller Option, whether or not then vested or exercisable, shall have the expiration date thereof accelerated to the Closing Date, and Seller shall use its reasonable best efforts to cause each such Seller Option to be converted into the right to receive from the Surviving Company an amount of cash equal to the product of (i) the number of Seller Common Shares subject to the Seller Option and (ii) the excess, if any, of the Common Merger Consideration over the exercise price per Seller Common Share of such option (the "Option Consideration"). Each outstanding agreement for the issuance of warrants ("Warrants") and the shares which would be issuable upon the exercise of such warrants (such shares, "Warrant Shares") shall be subject to the terms of this Agreement. Seller shall use its reasonable best efforts to cause each Warrant to be converted into the right to receive from the Surviving Company an amount of cash equal to the product of (i) the number of Warrant Shares and (ii) the excess, if any, of the Common Merger Consideration over the exercise price per Warrant Share of such Warrants (the "Warrant Consideration"). Prior to the Effective Time, Seller shall take all steps necessary to give written notice to each holder of a Seller Option and Warrant that all Seller Options and Warrants shall expire effective as of the Effective Time and be converted into the right to receive the Option Consideration or Warrant Consideration, as the case may be. The Surviving Company shall cause the Paying Agent (as defined below) to pay each holder of Seller Options and Warrants, promptly following the Effective Time, the Option Consideration or Warrant Consideration, as the case may be, for all Seller Options and of Warrant Shares held by such holder. The Seller Board or any committee thereof responsible for the administration of Seller's stock option plans or warrant plans shall take any and all action necessary to effectuate the matters described in this Section 1.7(b) on or before the Effective Time. Any amounts payable pursuant to this Section 1.7(b) shall be subject to any required withholding of taxes and shall be paid without interest. Parent agrees to provide the Surviving Company with sufficient funds to permit the Surviving Company to satisfy its obligations under this Section 1.7(b). (c) The Common Merger Consideration shall be decreased to the extent and in the circumstances described in Section 5.3 (a)(ii)(y) and (z), Section 5.3(c), Section 5.3(d), the last sentence of Section 5.8 or the last sentence of Section 6.2(f). The Common Merger Consideration shall be increased by an amount (the "Closing Adjustment Amount") equal to: 50% of (i) consolidated cash, cash equivalents and marketable securities (valued equal to their market value) of Seller and its Subsidiaries, determined by Ernst & Young, LLP in accordance with GAAP, as of the close of business on the fifth business day prior to Closing (the "Measurement Date") minus (ii) consolidated cash, cash equivalents and marketable securities (valued equal to their market value) of Seller and its Subsidiaries, determined by Ernst & Young LLP in accordance with GAAP, as of June 30, 1999; minus (iii) the aggregate proceeds received by Seller and its Subsidiaries during the period after June 30, 1999 and on or prior to the Measurement Date of (x) any sales or other dispositions of assets of Seller or any of its Subsidiaries, (y) any incurrence of indebtedness or other non-equity financing by Seller or any of its Subsidiaries or (z) any issuances of equity interests by Seller or

Merger Consideration. (a) At As of the Effective Time, by virtue of the Merger and without any action on the part of ParentAcquisition, BuyerOilQuip, Seller or the holders of the following securitiesA-C: (ia) each Seller Each share of OilQuip Common Share (as defined in Section 2.3(a)) Stock, issued and outstanding immediately prior to the Effective Time shall will be converted converted, without any action on the part of the holders thereof (the "Shareholders"), into (i) 40 shares of the common stock, par value $0.15 per share, of A-C ("A-C Common Stock"), and (ii) the right to receive $10.35 in cash as adjusted pursuant to Section 1.7(c) ("960 shares of Common Merger Consideration"), without interest thereon, upon surrender of Stock on the certificate formerly representing such Share; and (ii) each Seller Preferred Share Amendment Date (as defined in Section 2.3(a7.11); provided that no fractional shares of A-C Common Stock shall be delivered (and the number of shares of A-C Common Stock to be delivered to any Shareholder shall be rounded down to the nearest whole number) and the Shareholders shall not be entitled to cash in lieu of fractional shares; provided further that no more than an aggregate of 10,000,000 shares of A-C Common Stock shall be issued or issuable at the Effective Time and on the Amendment Date pursuant to the Merger. Immediately following the Effective Time, the Shareholders shall deliver to A-C the certificates representing the OilQuip Common Stock, and A-C shall cause A-C's transfer agent to deliver to the Shareholders certificates representing the A-C Common Stock described in (i) above in accordance with Exhibit A hereto; and immediately following the Amendment Date, A-C shall cause A-C's transfer agent to deliver to the Shareholders certificates representing the A-C Common Stock described in clause (ii) above in accordance with Exhibit A. The A-C Common Stock issued pursuant to this Section 3.1(a) shall be duly authorized, fully paid and non-assessable. The Shareholders shall have no right to transfer or assign the right to receive the A-C Common Stock prior to the issuance thereof. (b) Each share of Acquisition Common Stock issued and outstanding immediately prior to the Effective Time (other than Seller Preferred Shares held by Parentwill be converted, Buyer or any wholly-owned Subsidiary of Parent or Buyer, which shares by virtue of the Merger and without any action The Preferred Merger Considerationon the part of the holder thereof, together into one (1) duly and validly issued, fully paid and non-assessable share of OilQuip Common Stock. All shares of A-C Common Stock issued in accordance with the Common Merger Consideration, is hereinafter referred to as the "Merger Consideration." (b) Each outstanding Seller Option (as defined in Section 2.3(b)) 3.1 shall be subject to the terms of this Agreement. As of the Effective Time, each outstanding Seller Option, whether or not then vested or exercisable, shall have the expiration date thereof accelerated to the Closing Date, and Seller shall use its reasonable best efforts to cause each such Seller Option deemed to be converted into the right in full satisfaction of all rights pertaining to receive from the Surviving Company an amount shares of cash equal to the product of (i) the number of Seller OilQuip Common Shares subject to the Seller Option and (ii) the excess, if any, of the Common Merger Consideration over the exercise price per Seller Common Share of such option (the "Option Consideration"). Each outstanding agreement for the issuance of warrants ("Warrants") and the shares which would be issuable upon the exercise of such warrants (such shares, "Warrant Shares") shall be subject to the terms of this Agreement. Seller shall use its reasonable best efforts to cause each Warrant to be converted into the right to receive from the Surviving Company an amount of cash equal to the product of (i) the number of Warrant Shares and (ii) the excess, if any, of the Common Merger Consideration over the exercise price per Warrant Share of such Warrants (the "Warrant Consideration"). Prior to the Effective Time, Seller shall take all steps necessary to give written notice to each holder of a Seller Option and Warrant that all Seller Options and Warrants shall expire effective as of the Effective Time and be converted into the right to receive the Option Consideration or Warrant Consideration, as the case may be. The Surviving Company shall cause the Paying Agent (as defined below) to pay each holder of Seller Options and Warrants, promptly following the Effective Time, the Option Consideration or Warrant Consideration, as the case may be, for all Seller Options and of Warrant Shares Stock held by such holder. The Seller Board or any committee thereof responsible for the administration of Seller's stock option plans or warrant plans shall take any and all action necessary to effectuate the matters described in this Section 1.7(b) on or before the Effective Time. Any amounts payable pursuant to this Section 1.7(b) shall be subject to any required withholding of taxes Shareholders, and shall be duly authorized, fully paid without interest. Parent agrees to provide the Surviving Company with sufficient funds to permit the Surviving Company to satisfy its obligations under this Section 1.7(b). (c) The Common Merger Consideration shall be decreased to the extent and in the circumstances described in Section 5.3 (a)(ii)(y) and (z), Section 5.3(c), Section 5.3(d), the last sentence of Section 5.8 or the last sentence of Section 6.2(f). The Common Merger Consideration shall be increased by an amount (the "Closing Adjustment Amount") equal to: 50% of (i) consolidated cash, cash equivalents and marketable securities (valued equal to their market value) of Seller and its Subsidiaries, determined by Ernst & Young, LLP in accordance with GAAP, as of the close of business on the fifth business day prior to Closing (the "Measurement Date") minus (ii) consolidated cash, cash equivalents and marketable securities (valued equal to their market value) of Seller and its Subsidiaries, determined by Ernst & Young LLP in accordance with GAAP, as of June 30, 1999; minus (iii) the aggregate proceeds received by Seller and its Subsidiaries during the period after June 30, 1999 and on or prior to the Measurement Date of (x) any sales or other dispositions of assets of Seller or any of its Subsidiaries, (y) any incurrence of indebtedness or other non-equity financing by Seller or any of its Subsidiaries or (z) any issuances of equity interests by Seller orassessable.

Merger Consideration. (a) At the Effective Time, subject to Section 2.7(b) and the other provisions of this Agreement, each share of the common stock of Company, $.01 par value (the “Company Common Stock”) issued and outstanding immediately prior to the Effective Time (excluding any Excluded Shares and any Appraisal Shares) shall, by virtue of the Merger and without any action on the part of Parentthe holder thereof, Buyer, Seller or be converted into and shall thereafter represent the holders of right to receive the following securities:consideration (the “Merger Consideration”): (i) Each share of Company Common Stock (excluding any Excluded Shares) with respect to which an election to receive a combination of stock and cash has been effectively made and not revoked or lost pursuant to Section 2.7(c) (each, a “Mixed Consideration Election Share”) and each Seller Common Share (Non-Election Share, as defined in Section 2.3(a2.7(c)) issued and outstanding immediately prior to the Effective Time , shall be converted into the right to receive the combination (such combination, the “Per Share Mixed Consideration”) of (x) $10.35 4.00 in cash as adjusted or such lesser amount of cash based on the adjustments in Section 2.7(b) (the “Per Share Mixed Election Cash Amount”) and (y) the number of shares of Parent Common Stock (together with any cash in lieu of fractional shares of Parent Common Stock to be paid pursuant to Section 1.7(c2.9(e)) ("Common Merger Consideration"), without interest thereon, upon surrender of the certificate formerly representing such Share; andequal to Mixed Election Stock Exchange Ratio. (ii) If the Available Stock Election Amount equals or exceeds the Stock Election Amount, then each Seller Preferred Share share of Company Common Stock (as defined in including any Company Restricted Stock, but excluding any Excluded Shares) with respect to which an election to receive stock consideration is properly made and not revoked or lost pursuant to Section 2.3(a)2.7(c) issued and outstanding immediately prior to the Effective Time (other than Seller Preferred Shares held by Parenteach, Buyer or any wholly-owned Subsidiary of Parent or Buyer, which shares by virtue of the Merger and without any action The Preferred Merger Consideration, together with the Common Merger Consideration, is hereinafter referred to as the "Merger Consideration." (b) Each outstanding Seller Option (as defined in Section 2.3(b)a “Stock Election Share”) shall be subject to the terms of this Agreement. As of the Effective Time, each outstanding Seller Option, whether or not then vested or exercisable, shall have the expiration date thereof accelerated to the Closing Date, and Seller shall use its reasonable best efforts to cause each such Seller Option to be converted into the right to receive from a number of shares of Parent Common Stock (together with any cash in lieu of fractional shares of Parent Common Stock to be paid pursuant to Section 2.9(e) (the Surviving Company an amount of cash “Per Share Stock Election Consideration”)), equal to the product of (i) Exchange Ratio. If the number of Seller Common Shares subject to Stock Election Amount exceeds the Seller Option and (ii) the excess, if any, of the Common Merger Consideration over the exercise price per Seller Common Share of such option (the "Option Consideration"). Each outstanding agreement for the issuance of warrants ("Warrants") and the shares which would be issuable upon the exercise of such warrants Available Stock Election Amount (such sharesexcess being herein referred to as the “Excess Shares”), "Warrant Shares") then each Stock Election Share shall be subject to the terms of this Agreement. Seller shall use its reasonable best efforts to cause each Warrant to be converted into the right to receive from (1) a number of validly issued, fully paid and non-assessable shares of Parent Common Stock equal to (w) the Surviving Company Available Stock Election Amount divided by (x) the number of Stock Election Shares, rounding to the nearest ten-thousandth of a share, and (2) an amount of cash (without interest) equal to (y) the product of the Excess Shares and the Parent Share Value, divided by (iz) the number of Warrant Shares and (ii) the excess, if any, of the Common Merger Consideration over the exercise price per Warrant Share of such Warrants (the "Warrant Consideration"). Prior to the Effective Time, Seller shall take all steps necessary to give written notice to each holder of a Seller Option and Warrant that all Seller Options and Warrants shall expire effective as of the Effective Time and be converted into the right to receive the Option Consideration or Warrant Consideration, as the case may be. The Surviving Company shall cause the Paying Agent (as defined below) to pay each holder of Seller Options and Warrants, promptly following the Effective Time, the Option Consideration or Warrant Consideration, as the case may be, for all Seller Options and of Warrant Shares held by such holder. The Seller Board or any committee thereof responsible for the administration of Seller's stock option plans or warrant plans shall take any and all action necessary to effectuate the matters described in this Section 1.7(b) on or before the Effective Time. Any amounts payable pursuant to this Section 1.7(b) shall be subject to any required withholding of taxes and shall be paid without interest. Parent agrees to provide the Surviving Company with sufficient funds to permit the Surviving Company to satisfy its obligations under this Section 1.7(b)Stock Election Shares. (c) The Common Merger Consideration shall be decreased to the extent and in the circumstances described in Section 5.3 (a)(ii)(y) and (z), Section 5.3(c), Section 5.3(d), the last sentence of Section 5.8 or the last sentence of Section 6.2(f). The Common Merger Consideration shall be increased by an amount (the "Closing Adjustment Amount") equal to: 50% of (i) consolidated cash, cash equivalents and marketable securities (valued equal to their market value) of Seller and its Subsidiaries, determined by Ernst & Young, LLP in accordance with GAAP, as of the close of business on the fifth business day prior to Closing (the "Measurement Date") minus (ii) consolidated cash, cash equivalents and marketable securities (valued equal to their market value) of Seller and its Subsidiaries, determined by Ernst & Young LLP in accordance with GAAP, as of June 30, 1999; minus (iii) the aggregate proceeds received by Seller and its Subsidiaries during the period after June 30, 1999 and on or prior to the Measurement Date of (x) any sales or other dispositions of assets of Seller or any of its Subsidiaries, (y) any incurrence of indebtedness or other non-equity financing by Seller or any of its Subsidiaries or (z) any issuances of equity interests by Seller or

Merger Consideration. (a) At Subject to the provisions of this Agreement, at the Effective Time, automatically by virtue of the Merger and without any action on the part of Parent, Buyer, Seller or the holders shareholders of either of the following securitiesforegoing: (ia) each Seller Common Share Each share of Buyer’s common stock, $1.00 par value per share (as defined in Section 2.3(a)“Buyer Stock”) that is issued and outstanding immediately prior to the Effective Time shall remain outstanding following the Effective Time and shall be converted into unchanged by the right Merger; (b) Each share of Seller common stock, $1.00 par value per share (“Seller Common Stock”) owned directly by Buyer (other than shares in trust accounts, managed accounts or other similar accounts for the benefit of customers or shares held as collateral for outstanding debt previously contracted) immediately prior to receive $10.35 in cash as adjusted pursuant the Effective Time (the “Cancelled Shares”) shall be cancelled and retired at the Effective Time without any conversion thereof, and no payment shall be made with respect thereto. (c) Subject to Section 1.7(c) ("Common Merger Consideration"Sections 1.2(g), without interest thereon, upon surrender each share of the certificate formerly representing such Share; and (ii) each Seller Preferred Share (as defined in Section 2.3(a)) Common Stock issued and outstanding immediately prior to the Effective Time (other than Seller Preferred treasury stock, Dissenting Shares held by Parent, Buyer or any wholly-owned Subsidiary of Parent or Buyer, which shares by virtue of the Merger and without any action The Preferred Merger Consideration, together with the Common Merger Consideration, is hereinafter referred to as the "Merger Consideration." (b) Each outstanding Seller Option (as defined in Section 2.3(b)Cancelled Shares) shall be subject to the terms of this Agreement. As of the Effective Time, each outstanding Seller Option, whether or not then vested or exercisable, shall have the expiration date thereof accelerated to the Closing Date, become and Seller shall use its reasonable best efforts to cause each such Seller Option to be converted into the right to receive from the Surviving Company following consideration, in each case without interests: (i) an amount of cash equal to $1.90 (the “Cash Consideration”); and (ii) 0.6178 validly issued, fully paid and nonassessable shares (the “Exchange Ratio”) of Buyer Stock together with cash in lieu of any fractional shares in accordance with the provisions of Section 1.2(g) (the “Stock Consideration”, and with the Cash Consideration, individually, the “Per Share Purchase Price” and collectively, and in the aggregate, as adjusted in accordance with the terms hereof, the “Merger Consideration”). Each certificate previously representing shares of Seller Common Stock (each, a “Certificate”) shall thereafter represent, subject to Section 1.3(d), only the right to receive the Merger Consideration. Any reference herein to “Certificate” shall be deemed, as appropriate, to include reference to book-entry account statements relating to the ownership of shares of Seller Common Stock, and it being further understood that provisions herein relating to Certificates shall be interpreted in a manner that appropriately accounts for book-entry shares, including that, in lieu of delivery of a Certificate and a Letter of Transmittal, shares held in book-entry form may be transferred by means of an “agent’s message” to the Exchange Agent or such other evidence of transfer as the Exchange Agent may reasonably request. (d) At the Effective Time, each outstanding option to acquire shares of Seller Common Stock (a “Seller Stock Option”) issued pursuant to Seller’s equity-based compensation plans identified in Section 3.5(a)(i) of the Disclosure Memorandum (the “Seller Stock Plans”), whether vested or unvested, that is outstanding as of immediately prior to the Effective Time, shall become fully vested and shall be cancelled and converted automatically into the right to receive a cash payment from Buyer or Buyer Bank (the “Cash Out Amount”) in an amount equal to the product of (i) the number of Seller Common Shares subject to the Seller Option and (iix) the excess, if any, of the Common Merger Consideration Price (as defined below) over the exercise price per of each such Seller Stock Option and (y) the number of shares of Seller Common Share of Stock subject to such option (to the "extent not previously exercised. After the Effective Time, any such cancelled Seller Stock Option Consideration")shall no longer be exercisable by the former holder thereof, but shall only entitle the holder to the payment of the Cash Out Amount, without interest. Each outstanding agreement for In the issuance of warrants ("Warrants") and the shares which would be issuable upon event the exercise price per share of Seller Common Stock subject to a Seller Stock Option is equal to or greater than the Merger Consideration Price, such warrants (such shares, "Warrant Shares") Seller Stock Option shall be subject to the terms cancelled without consideration and have no further force or effect. For purposes of this Agreement. Seller shall use its reasonable best efforts to cause each Warrant to be converted into , the right to receive from term “Merger Consideration Price” means the Surviving Company an amount of cash equal to the product sum of (i) the number of Warrant Shares Exchange Ratio multiplied by the Closing Price and (ii) the excess, if any, of the Common Merger Consideration over the exercise price per Warrant Share of such Warrants (the "Warrant Consideration"). Prior to the Effective Time, Seller shall take all steps necessary to give written notice to each holder of a Seller Option and Warrant that all Seller Options and Warrants shall expire effective as of the Effective Time and be converted into the right to receive the Option Consideration or Warrant Consideration, as the case may be. The Surviving Company shall cause the Paying Agent (as defined below) to pay each holder of Seller Options and Warrants, promptly following the Effective Time, the Option Consideration or Warrant Consideration, as the case may be, for all Seller Options and of Warrant Shares held by such holder. The Seller Board or any committee thereof responsible for the administration of Seller's stock option plans or warrant plans shall take any and all action necessary to effectuate the matters described in this Section 1.7(b) on or before the Effective Time. Any amounts payable pursuant to this Section 1.7(b) shall be subject to any required withholding of taxes and shall be paid without interest. Parent agrees to provide the Surviving Company with sufficient funds to permit the Surviving Company to satisfy its obligations under this Section 1.7(b)$1.90. (c) The Common Merger Consideration shall be decreased to the extent and in the circumstances described in Section 5.3 (a)(ii)(y) and (z), Section 5.3(c), Section 5.3(d), the last sentence of Section 5.8 or the last sentence of Section 6.2(f). The Common Merger Consideration shall be increased by an amount (the "Closing Adjustment Amount") equal to: 50% of (i) consolidated cash, cash equivalents and marketable securities (valued equal to their market value) of Seller and its Subsidiaries, determined by Ernst & Young, LLP in accordance with GAAP, as of the close of business on the fifth business day prior to Closing (the "Measurement Date") minus (ii) consolidated cash, cash equivalents and marketable securities (valued equal to their market value) of Seller and its Subsidiaries, determined by Ernst & Young LLP in accordance with GAAP, as of June 30, 1999; minus (iii) the aggregate proceeds received by Seller and its Subsidiaries during the period after June 30, 1999 and on or prior to the Measurement Date of (x) any sales or other dispositions of assets of Seller or any of its Subsidiaries, (y) any incurrence of indebtedness or other non-equity financing by Seller or any of its Subsidiaries or (z) any issuances of equity interests by Seller or

Merger Consideration. (a) At Prior to any adjustments thereto in accordance with the Effective Timeremainder of this Section 1.8, the amount of cash to be paid by virtue of Parent and/or the Merger and without any action on Surviving Corporation to the part of Parent, Buyer, Seller or the record holders of the following securities: (i) each Seller Common Share (as defined in Section 2.3(a)) issued and outstanding immediately prior to shares of Company Common Stock for each of their shares held as of the Effective Time shall be converted into the right to receive $10.35 in cash as adjusted pursuant to Section 1.7(c) ("Common Merger Consideration")Closing, without interest thereonexcluding Dissenting Shares, upon surrender of the certificate formerly representing certificates for such Share; and (ii) each Seller Preferred Share (as defined in Section 2.3(a)) shares, is the per-share amount determined by dividing $5,284,861 by the number of issued and outstanding immediately prior to the Effective Time (other than Seller Preferred Shares held by Parent, Buyer or any wholly-owned Subsidiary shares of Parent or Buyer, which shares by virtue Company Common Stock as of the Merger and without any action The Preferred Closing (the "Preliminary Closing Merger Consideration"). The Preliminary Closing Merger Consideration shall be adjusted upward or downward as provided in the remainder of this Section 1.8, together with and the resulting amount after such adjustments is the amount that Parent and/or the Surviving Corporation will pay to such holders of shares of Company Common Stock (excluding Dissenting Shares) upon surrender of their certificates for such shares at or after the Closing (the "Final Closing Merger Consideration, is hereinafter referred to as the "Merger Consideration)." (b) Each outstanding Seller Option (as defined in Section 2.3(b)) shall be subject to the terms of this Agreement. As of the Effective Time, each outstanding Seller Option, whether or not then vested or exercisable, shall have the expiration date thereof accelerated At least five Business Days prior to the Closing Date, and Seller the Company shall use deliver to Parent its reasonable best efforts to cause each such Seller Option to be converted into good faith written estimate of the Closing Working Capital, which Parent shall have the right to receive from approve in the Surviving good faith exercise of its judgment (the "Estimated Closing Working Capital"). The Company shall make available to Parent all work papers and other books and records utilized in preparing the Estimated Closing Working Capital and shall make available to Parent the appropriate personnel involved in the preparation of such estimate. The Preliminary Closing Merger Consideration (i) shall be decreased by the amount, if any, by which the Estimated Closing Working Capital is less than $500,000 (the "Estimated Deficiency"), or (ii) shall be increased by the amount, if any, by which the Estimated Closing Working Capital is greater than $500,000 (the "Estimated Excess"), (iii) in either case (an Estimated Deficiency or an Estimated Excess) divided by the number of issued and outstanding shares of Company Common Stock as of the Closing in order to arrive at the per-share adjustment amount of cash equal to the product Preliminary Closing Merger Consideration. (c) If as of the Closing the sum of (i) the number of Seller Common Shares subject to the Seller Option and Company's bank indebtedness plus (ii) the Company's remaining principal obligations to D.J. Leasing, Inc. to acquire ownership of the vending machines leased under its equipment lease with such corporation (including in such principal obligations the $400,000 option purchase price and the "principal" portion of the remaining monthly lease payments, but excluding an assumed interest component included in said monthly payments at an interest rate of seven percent (7%) per annum) (together, the "Company Debt") exceeds Four Million Four Hundred Thousand Dollars ($4,400,000) (the excess, if any, of the Common Merger Consideration Company Debt over the exercise price per Seller Common Share of such option ($4,400,000 is the "Option ConsiderationExcess Company Debt"). Each outstanding agreement for , then the issuance of warrants ("Warrants") and the shares which would be issuable upon the exercise of such warrants (such shares, "Warrant Shares") shall be subject to the terms of this Agreement. Seller shall use its reasonable best efforts to cause each Warrant to be converted into the right to receive from the Surviving Company an amount of cash equal to the product of (i) the number of Warrant Shares and (ii) the excess, if any, of the Common Merger Consideration over the exercise price per Warrant Share of such Warrants (the "Warrant Consideration"). Prior to the Effective Time, Seller shall take all steps necessary to give written notice to each holder of a Seller Option and Warrant that all Seller Options and Warrants shall expire effective as of the Effective Time and be converted into the right to receive the Option Consideration or Warrant Consideration, as the case may be. The Surviving Company shall cause the Paying Agent (as defined below) to pay each holder of Seller Options and Warrants, promptly following the Effective Time, the Option Consideration or Warrant Consideration, as the case may be, for all Seller Options and of Warrant Shares held by such holder. The Seller Board or any committee thereof responsible for the administration of Seller's stock option plans or warrant plans shall take any and all action necessary to effectuate the matters described in this Section 1.7(b) on or before the Effective Time. Any amounts payable pursuant to this Section 1.7(b) shall be subject to any required withholding of taxes and shall be paid without interest. Parent agrees to provide the Surviving Company with sufficient funds to permit the Surviving Company to satisfy its obligations under this Section 1.7(b). (c) The Common Preliminary Closing Merger Consideration shall be decreased to the extent and in the circumstances described in Section 5.3 (a)(ii)(y) and (z), Section 5.3(c), Section 5.3(d), the last sentence of Section 5.8 or the last sentence of Section 6.2(f). The Common Merger Consideration shall be increased reduced by an amount (calculated by dividing the "Closing Adjustment Amount") equal to: 50% Excess Company Debt by the number of (i) consolidated cash, cash equivalents issued and marketable securities (valued equal to their market value) outstanding shares of Seller and its Subsidiaries, determined by Ernst & Young, LLP in accordance with GAAP, Company Common Stock as of the close of business on Closing to arrive at the fifth business day prior per-share adjustment to Closing (the "Measurement Date") minus (ii) consolidated cash, cash equivalents and marketable securities (valued equal to their market value) of Seller and its Subsidiaries, determined by Ernst & Young LLP in accordance with GAAP, as of June 30, 1999; minus (iii) the aggregate proceeds received by Seller and its Subsidiaries during the period after June 30, 1999 and on or prior to the Measurement Date of (x) any sales or other dispositions of assets of Seller or any of its Subsidiaries, (y) any incurrence of indebtedness or other non-equity financing by Seller or any of its Subsidiaries or (z) any issuances of equity interests by Seller orbe made.

Merger Consideration. (a) At After the Effective Time, by virtue of the Merger and without any action on the part of Parent, Buyer, Seller or the holders of the following securities: (i) each Seller Common Share (as defined in Section 2.3(a)) issued and outstanding immediately prior upon delivery to the Effective Time shall be converted into the right to receive $10.35 Exchange Agent of instructions authorizing transfer and cancellation of Book-Entry Interests in cash as adjusted pursuant to Section 1.7(c) ("Common Merger Consideration"), without interest thereon, upon surrender of the certificate formerly representing such Share; and (ii) each Seller Preferred Share (as defined in Section 2.3(a)) issued and outstanding immediately prior to the Effective Time (other than Seller Preferred Shares held by Parent, Buyer or any wholly-owned Subsidiary of Parent or Buyer, which shares by virtue of the Merger and without any action The Preferred Merger Consideration, together accordance with the Common Merger Consideration, is hereinafter referred to as the "Merger Consideration." (b) Each outstanding Seller Option (as defined in Section 2.3(b)) shall be subject to the terms of this Agreement. As the Transmittal Letter and such other documents as may reasonably be required by the Exchange Agent, the holder of the Effective Time, each outstanding Seller Option, whether or not then vested or exercisable, such Book-Entry Interests shall have the expiration date thereof accelerated be entitled to the Closing Datereceive in exchange therefor, and Seller the Exchange Agent shall use its reasonable best efforts be required to cause deliver to each such Seller Option holder (subject to be converted into the right to receive from the Surviving Company an amount of cash equal to the product of Section 2.1(g)), (i) the number of Seller Common NASDAQ OMX Shares subject and ICE Shares and an amount in cash in respect of the aggregate Merger Consideration that such holder is entitled to the Seller Option receive pursuant to Section 1.5(a)(i) (after taking into account all NYSE Euronext Shares then held by such holder), and (ii) any cash in lieu of fractional shares which the excess, if any, of holder has the Common Merger Consideration over right to receive pursuant to Section 2.1(e). The Book-Entry Interests that are the exercise price per Seller Common Share subject of such option (the "Option Consideration")authorization shall forthwith be cancelled. Each outstanding agreement for the issuance No interest will be paid or accrued on any amount payable upon such transfer and cancellation of warrants ("Warrants") any Book-Entry Interests. The Stock Consideration issued and paid and the shares which would be issuable upon the exercise of such warrants (such shares, "Warrant Shares") shall be subject to Cash Consideration paid in accordance with the terms of this AgreementSection 2.1(c) upon conversion of any NYSE Euronext Shares (including any cash paid in lieu of fractional shares pursuant to Section 2.1(e)) shall be deemed to have been issued and paid in full satisfaction of all rights pertaining to such NYSE Euronext Shares. Seller shall use its reasonable best efforts In the event of a transfer of ownership of any NYSE Euronext Shares that is not registered in the transfer records of NYSE Euronext, the proper number of NASDAQ OMX Shares, ICE Shares and the proper amount in cash may be transferred by the Exchange Agent to cause each Warrant such a transferee if written instructions authorizing the transfer of the Book-Entry Interests are presented to the Exchange Agent, in any case, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer Taxes have been paid. If any portion of the Merger Consideration is to be converted into delivered to a Person other than the right holder in whose name any Book-Entry Interests are registered, it shall be a condition of such exchange that the Person requesting such delivery shall pay any transfer or other similar Taxes required by reason of the transfer of NASDAQ OMX Shares or ICE Shares or the payment of the Cash Consideration to receive from a Person other than the Surviving Company an amount registered holder of cash equal any Book-Entry Interests, or shall establish to the product satisfaction of (i) NASDAQ OMX and ICE or the number of Warrant Exchange Agent that such Tax has been paid or is not applicable. The NASDAQ OMX Shares and (ii) ICE Shares constituting the excess, if any, of NASDAQ OMX Stock Consideration and the Common Merger Consideration over the exercise price per Warrant Share of such Warrants (the "Warrant Consideration"). Prior to the Effective Time, Seller shall take all steps necessary to give written notice to each holder of a Seller Option and Warrant that all Seller Options and Warrants shall expire effective as of the Effective Time and be converted into the right to receive the Option Consideration or Warrant ICE Stock Consideration, as the case may be. The Surviving Company shall cause the Paying Agent (as defined below) to pay each holder of Seller Options respectively, at NASDAQ OMX and Warrants, promptly following the Effective Time, the Option Consideration or Warrant ConsiderationICE’s option, as the case may be, for all Seller Options and of Warrant Shares held by such holder. The Seller Board or any committee thereof responsible for the administration of Seller's stock option plans or warrant plans shall take any and all action necessary to effectuate the matters described in this Section 1.7(b) on or before the Effective Time. Any amounts payable pursuant to this Section 1.7(b) shall be subject to any in uncertificated book-entry form, unless a physical certificate is otherwise required withholding of taxes and shall be paid without interest. Parent agrees to provide the Surviving Company with sufficient funds to permit the Surviving Company to satisfy its obligations under this Section 1.7(b)applicable Law. (c) The Common Merger Consideration shall be decreased to the extent and in the circumstances described in Section 5.3 (a)(ii)(y) and (z), Section 5.3(c), Section 5.3(d), the last sentence of Section 5.8 or the last sentence of Section 6.2(f). The Common Merger Consideration shall be increased by an amount (the "Closing Adjustment Amount") equal to: 50% of (i) consolidated cash, cash equivalents and marketable securities (valued equal to their market value) of Seller and its Subsidiaries, determined by Ernst & Young, LLP in accordance with GAAP, as of the close of business on the fifth business day prior to Closing (the "Measurement Date") minus (ii) consolidated cash, cash equivalents and marketable securities (valued equal to their market value) of Seller and its Subsidiaries, determined by Ernst & Young LLP in accordance with GAAP, as of June 30, 1999; minus (iii) the aggregate proceeds received by Seller and its Subsidiaries during the period after June 30, 1999 and on or prior to the Measurement Date of (x) any sales or other dispositions of assets of Seller or any of its Subsidiaries, (y) any incurrence of indebtedness or other non-equity financing by Seller or any of its Subsidiaries or (z) any issuances of equity interests by Seller or

Merger Consideration. (a) The manner and basis of converting the shares of Company Common Stock upon consummation of the Merger shall be as set forth in this Section 3.1. At the Effective Time, by virtue of the Merger and without any action on the part of ParentCompany, Buyer, Seller Acquisition Sub or the holders any holder of the following securitiesCompany Capital Stock or holder of capital stock of Acquisition Sub: (ia) each Seller Common Share (as defined in Section 2.3(a)) issued and outstanding immediately prior Subject to the Effective Time shall be converted into other provisions of this Section 3.1, each share of common stock, par value $.01 per share, of Company (the right to receive $10.35 in cash as adjusted pursuant to Section 1.7(c) ("“Company Common Merger Consideration"), without interest thereon, upon surrender of the certificate formerly representing such Share; and (ii) each Seller Preferred Share (as defined in Section 2.3(a)Stock”) issued and outstanding immediately prior to the Effective Time (other than Seller Preferred Shares excluding any treasury shares, shares held by ParentAcquiror, Buyer Acquisition Sub or any wholly-owned Subsidiary of Parent Acquiror or Buyer, which shares by virtue of the Merger Acquisition Sub and without any action The Preferred Merger Consideration, together with the Common Merger Consideration, is hereinafter referred to as the "Merger Consideration." (b) Each outstanding Seller Option (as defined in Section 2.3(b)Dissenting Shares) shall be subject to the terms of this Agreement. As of the Effective Time, each outstanding Seller Option, whether or not then vested or exercisable, shall have the expiration date thereof accelerated to the Closing Date, and Seller shall use its reasonable best efforts to cause each such Seller Option to be converted into the right to receive from the Surviving Company an amount of cash equal to the product of (i) the number of Seller Common Shares subject to the Seller Option and (ii) the excess, if any, of the Common Merger Consideration over the exercise price per Seller Common Share of such option (the "Option Consideration"). Each outstanding agreement for the issuance of warrants ("Warrants") and the shares which would be issuable upon the exercise of such warrants (such shares, "Warrant Shares") shall be subject to the terms of this Agreement. Seller shall use its reasonable best efforts to cause each Warrant to be converted into the right to receive from the Surviving Company an amount of cash equal to the product of (i) the number of Warrant Shares and (ii) the excess, if any, of the Common Merger Consideration over the exercise price per Warrant Share of such Warrants (the "Warrant Consideration"). Prior to the Effective Time, Seller shall take all steps necessary to give written notice to each holder of a Seller Option and Warrant that all Seller Options and Warrants shall expire effective as of the Effective Time and be converted into the right to receive the Option Merger Consideration. The “Merger Consideration” shall mean either (i) cash in the amount of $22.00 (the “Price Per Share”), without interest (the “Cash Consideration”), (ii) the number of shares of common stock, par value $1.00 per share, of Acquiror (“Acquiror Common Stock”), rounded to the nearest four decimals (the “Exchange Rate”), equal to the Cash Consideration divided by the Average Price (the “Stock Consideration”), or Warrant Consideration(iii) a combination of Cash Consideration and Stock Consideration in accordance with subparagraph (c) of this Section 3.1. The “Average Price” means the average of the mean of the high and low sales prices per share of the Acquiror Common Stock on the New York Stock Exchange, Inc. (the “NYSE”), as reported on the case may be. The Surviving Company shall cause Composite Transactions Tape of the Paying Agent (as defined below) to pay NYSE for each holder of Seller Options and Warrantsthe 10 consecutive full trading days in which such shares are traded on the NYSE ending on the third trading day prior to, promptly following but not including, the Effective Time; provided, however, that if the Option Consideration or Warrant Consideration, Average Price as the case may be, for all Seller Options and of Warrant Shares held by such holder. The Seller Board or any committee thereof responsible for the administration of Seller's stock option plans or warrant plans shall take any and all action necessary to effectuate the matters described in this Section 1.7(b) on or before the Effective Time. Any amounts payable computed pursuant to the foregoing terms of this Section 1.7(b) shall be subject to any required withholding of taxes and shall be paid without interest. Parent agrees to provide the Surviving Company with sufficient funds to permit the Surviving Company to satisfy its obligations under this Section 1.7(b). (c) The Common Merger Consideration shall be decreased to the extent and in the circumstances described in Section 5.3 (a)(ii)(y) and (z), Section 5.3(c), Section 5.3(d), the last sentence of Section 5.8 or the last sentence of Section 6.2(f). The Common Merger Consideration shall be increased by an amount (the "Closing Adjustment Amount") equal to: 50% of (i) consolidated cash, cash equivalents and marketable securities (valued equal to their market value) of Seller and its Subsidiaries, determined by Ernst & Young, LLP in accordance with GAAP, as of the close of business on the fifth business day prior to Closing (the "Measurement Date") minus (ii) consolidated cash, cash equivalents and marketable securities (valued equal to their market value) of Seller and its Subsidiaries, determined by Ernst & Young LLP in accordance with GAAP, as of June 30, 1999; minus (iii) the aggregate proceeds received by Seller and its Subsidiaries during the period after June 30, 1999 and on or prior to the Measurement Date of would (x) any sales exceed $58.00 (subject to adjustment pursuant to Section 3.1(k)) (the “Upper Collar”) then the Average Price shall be $58.00 or other dispositions of assets of Seller or any of its Subsidiaries, (y) any incurrence be less than $46.00 (subject to adjustment pursuant to Section 3.1(k)) (the “Lower Collar”) then the Average Price shall be $46.00. The Average Price shall be calculated to the nearest one-hundredth of indebtedness or other non-equity financing by Seller or any of its Subsidiaries or (z) any issuances of equity interests by Seller orone cent.

Merger Consideration. (a) At the Effective TimeEach ordinary share, by virtue par value US$0.01 per share, of the Merger and without any action on Company (a “Share” or, collectively, the part of Parent“Shares”), Buyerincluding Shares represented by American Depositary Shares, Seller or each representing fifty (50) Shares (the holders of the following securities: (i) each Seller Common Share (as defined in Section 2.3(a)“ADSs”) issued and outstanding immediately prior to the Effective Time Time, other than Excluded Shares (as defined below) shall be converted into cancelled in exchange for the right to receive $10.35 US$0.0812 in cash as adjusted pursuant to Section 1.7(c) per Share without interest ("Common the “Per Share Merger Consideration"”). As each ADS represents fifty (50) Shares, without interest thereon, upon surrender of the certificate formerly representing such Share; and (ii) each Seller Preferred Share (as defined in Section 2.3(a)) ADS issued and outstanding immediately prior to the Effective Time (Time, other than Seller Preferred Shares held by ParentADSs representing Excluded Shares, Buyer or any wholly-owned Subsidiary of Parent or Buyer, which shares by virtue of shall represent the Merger and right to receive US$4.06 in cash without any action The Preferred interest (the “Per ADS Merger Consideration, together with the Common Merger Consideration, is hereinafter referred to as the "Merger Consideration." (b”) Each outstanding Seller Option (as defined in Section 2.3(b)) shall be subject pursuant to the terms and conditions set forth in this Agreement and the Deposit Agreement; provided, that in the event of any conflict between this Agreement and the Deposit Agreement, this Agreement shall prevail. As of At the Effective Time, each outstanding Seller Optionall of the Shares, whether or not then vested or exercisableincluding Shares represented by ADSs, shall have the expiration date thereof accelerated to the Closing Date, and Seller shall use its reasonable best efforts to cause each such Seller Option cease to be converted into outstanding, shall be cancelled and shall cease to exist and the right to receive from the Surviving Company an amount register of cash equal to the product of (i) the number of Seller Common Shares subject to the Seller Option and (ii) the excess, if any, members of the Common Merger Consideration over the exercise price per Seller Common Share of such option (the "Option Consideration")Company will be amended accordingly. Each outstanding agreement for the issuance of warrants Share ("Warrants") and the shares which would be issuable upon the exercise of such warrants (such shares, "Warrant other than Excluded Shares") shall be subject to the terms of this Agreement. Seller shall use its reasonable best efforts to cause each Warrant to be converted into the right to receive from the Surviving Company an amount of cash equal to the product of (i) the number of Warrant Shares and (ii) the excess, if any, of the Common Merger Consideration over the exercise price per Warrant Share of such Warrants (the "Warrant Consideration"). Prior to the Effective Time, Seller shall take all steps necessary to give written notice to each holder of a Seller Option and Warrant that all Seller Options and Warrants shall expire effective as of the Effective Time and be converted into thereafter represent only the right to receive the Option Per Share Merger Consideration or Warrant Consideration, as the case may be. The Surviving Company shall cause the Paying Agent (as defined below) to pay each holder of Seller Options and Warrants, promptly following the Effective Time, the Option Consideration or Warrant Consideration, as the case may be, for all Seller Options and of Warrant Shares held by such holder. The Seller Board or any committee thereof responsible for the administration of Seller's stock option plans or warrant plans shall take any and all action necessary to effectuate the matters described in this Section 1.7(b) on or before the Effective Time. Any amounts payable pursuant to this Section 1.7(b) shall be subject to any required withholding of taxes and shall be paid without interest. Parent agrees , and any Dissenting Shares shall thereafter represent only the right to provide receive the Surviving Company with sufficient funds to permit the Surviving Company to satisfy its obligations under this Section 1.7(b). (c) The Common Merger Consideration shall be decreased to the extent and in the circumstances described applicable payments set forth in Section 5.3 (a)(ii)(y) and (z), Section 5.3(c), Section 5.3(d), the last sentence of Section 5.8 or the last sentence of Section 6.2(f3.02(e). The Common Merger Consideration shall be increased by an amount (For the "Closing Adjustment Amount") equal to: 50% purposes of this Agreement, “Excluded Shares” means, collectively, (i) consolidated cashShares and ADSs beneficially owned (as determined pursuant to Rule 13d-3 under the Exchange Act) by each of Parent, cash equivalents its direct and marketable securities indirect shareholders and their respective Affiliates (valued equal including Merger Sub) immediately prior to their market value) the Effective Time including, for the avoidance of Seller and its Subsidiariesdoubt, determined each Rollover Share contributed to Parent by Ernst & Young, LLP the Rollover Shareholders in accordance with GAAPthe Rollover Agreement and each Additional Rollover Share (if any) contributed to Parent by any Rollover Shareholders in accordance with the Additional Rollover Agreements (if any), as of the close of business on the fifth business day prior to Closing (the "Measurement Date") minus and (ii) consolidated cash, cash equivalents Shares (“Dissenting Shares”) owned by holders of Shares who have validly exercised and marketable securities not effectively withdrawn or lost their dissenter’s rights pursuant to Section 238 of the Cayman Companies Law (valued equal to their market value) of Seller and its Subsidiaries, determined by Ernst & Young LLP in accordance with GAAP, as of June 30, 1999; minus (iii) the aggregate proceeds received by Seller and its Subsidiaries during the period after June 30, 1999 and on or prior to the Measurement Date of (x) any sales or other dispositions of assets of Seller or any of its Subsidiaries, (y) any incurrence of indebtedness or other non-equity financing by Seller or any of its Subsidiaries or (z) any issuances of equity interests by Seller or“Dissenting Shareholders”).

Merger Consideration. (a) At Except (1) as otherwise provided in Section 3.1(c) or (2) for Dissenting Shares (as hereinafter defined), at the Effective Time, by virtue of the Merger and without any action on the part of Parent, Buyer, Seller the holder of any Merger Sub Common Stock or the holders of the following securitiesany Company Capital Stock or Company Warrants: (i) each Seller share of Company Class A Common Share (as defined in Section 2.3(a)) Stock issued and outstanding immediately prior to the Effective Time shall be converted into the right to receive $10.35 20.00 in cash as adjusted pursuant to Section 1.7(c) ("Common Merger Consideration")cash, without interest thereon, upon surrender of (the certificate formerly representing such Share“Merger Consideration”); and (ii) pursuant to Section 2.6 of the Warrant Agreement and notwithstanding anything contained therein to the contrary, at the Effective Time, with respect to each Seller Preferred Share Company Warrant that is outstanding as of immediately prior to the Effective Time, the right of the holder of such Company Warrant to receive shares of Company Class A Common Stock upon exercise of such Company Warrant shall thereafter convert to the right of the holder of such Company Warrant to exercise such Company Warrant to receive an amount in cash equal to the product of (A) the total number of shares of Company Class A Common Stock subject to such Company Warrant and (B) the excess, if any, of the Merger Consideration over the then-current exercise price per share of Company Class A Common Stock (without giving effect to any of the transactions contemplated hereby) previously subject to such Company Warrant (such amount being hereafter referred to as defined the “Warrant Consideration”). The Warrant Consideration shall be paid by the Surviving Corporation in Section 2.3(a)accordance with the terms of the Warrant Agreement. (b) Each share of Merger Sub Common Stock issued and outstanding immediately prior to the Effective Time (other than Seller Preferred Shares held by Parentshall, Buyer or any wholly-owned Subsidiary at the Effective Time, be converted into and become one validly issued, fully paid and nonassessable share of Parent or Buyercommon stock, which shares by virtue par value $0.01 per share, of the Merger and without any action The Preferred Merger Consideration, together Surviving Corporation with the Common Merger Considerationsame rights, is hereinafter referred to powers and privileges as the "shares so converted and shall constitute the only outstanding shares of capital stock of the Surviving Corporation. At the Effective Time, all certificates representing common stock of Merger ConsiderationSub 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." (bc) Each outstanding Seller Option (as defined in Section 2.3(b)) shall be subject to the terms of this Agreement. As of At the Effective Time, each outstanding Seller Optionshare of Company Capital Stock held by the Company as treasury stock (other than shares in a Company Plan) or owned by Parent or Merger Sub (other than shares held in trust accounts, whether or not then vested or exercisablemanaged accounts, shall have the expiration date thereof accelerated to the Closing Date, and Seller shall use its reasonable best efforts to cause each such Seller Option to be converted into the right to receive from the Surviving Company an amount of cash equal to the product of (i) the number of Seller Common Shares subject to the Seller Option and (ii) the excess, if any, of the Common Merger Consideration over the exercise price per Seller Common Share of such option (the "Option Consideration"). Each outstanding agreement for the issuance of warrants ("Warrants") mutual funds and the shares which would be issuable upon the exercise of such warrants (such shareslike, "Warrant Shares"or otherwise held in a fiduciary or agency capacity, that are beneficially owned by third parties) shall be subject to the terms of this Agreement. Seller shall use its reasonable best efforts to cause each Warrant to be converted into the right to receive from the Surviving Company an amount of cash equal to the product of (i) the number of Warrant Shares and (ii) the excess, if any, of the Common Merger Consideration over the exercise price per Warrant Share of such Warrants (the "Warrant Consideration"). Prior immediately prior to the Effective Time, Seller shall take all steps necessary to give written notice to each holder of a Seller Option and Warrant that all Seller Options and Warrants shall expire effective as of the Effective Time and be converted into the right to receive the Option Consideration or Warrant Consideration, as the case may be. The Surviving Company shall cause the Paying Agent (as defined below) to pay each holder of Seller Options and Warrants, promptly following the Effective Time, the Option Consideration or Warrant Consideration, as the case may be, for all Seller Options and of Warrant Shares held by such holder. The Seller Board or any committee thereof responsible for the administration of Seller's stock option plans or warrant plans shall take any and all action necessary to effectuate the matters described in this Section 1.7(b) on or before the Effective Time. Any amounts payable pursuant to this Section 1.7(b) shall be subject to any required withholding of taxes canceled, and no payment shall be paid without interest. Parent agrees to provide the Surviving Company made with sufficient funds to permit the Surviving Company to satisfy its obligations under this Section 1.7(b)respect thereto. (c) The Common Merger Consideration shall be decreased to the extent and in the circumstances described in Section 5.3 (a)(ii)(y) and (z), Section 5.3(c), Section 5.3(d), the last sentence of Section 5.8 or the last sentence of Section 6.2(f). The Common Merger Consideration shall be increased by an amount (the "Closing Adjustment Amount") equal to: 50% of (i) consolidated cash, cash equivalents and marketable securities (valued equal to their market value) of Seller and its Subsidiaries, determined by Ernst & Young, LLP in accordance with GAAP, as of the close of business on the fifth business day prior to Closing (the "Measurement Date") minus (ii) consolidated cash, cash equivalents and marketable securities (valued equal to their market value) of Seller and its Subsidiaries, determined by Ernst & Young LLP in accordance with GAAP, as of June 30, 1999; minus (iii) the aggregate proceeds received by Seller and its Subsidiaries during the period after June 30, 1999 and on or prior to the Measurement Date of (x) any sales or other dispositions of assets of Seller or any of its Subsidiaries, (y) any incurrence of indebtedness or other non-equity financing by Seller or any of its Subsidiaries or (z) any issuances of equity interests by Seller or

Merger Consideration. The aggregate amount to be paid by Parent on the Closing Date with respect to all of the outstanding shares of capital stock of the Company and any options or other rights to acquire any securities of the Company (including (a) At the Effective TimeCompany’s Class A Common Stock, by virtue of par value $.001 (the Merger “Class A Common Stock”), (b) the Company’s Class B Common Stock, par value $.001 (the “Class B Common Stock,” and without any action on together with the part of ParentClass A Common Stock, Buyerthe “Company Common Stock”), Seller or (c) the holders of Company’s Series A Convertible Participating Preferred Stock, par value $.001 (the following securities: “Company Preferred Stock”) and (d) the Company Stock Options, shall equal: (i) each Seller Common Share $285,000,000 (subject to adjustment as defined set forth in Section 2.3(a)) issued and outstanding immediately prior to the Effective Time shall be converted into the right to receive $10.35 in cash as adjusted pursuant to Section 1.7(c) ("Common Merger Consideration"2.8), without interest thereon, upon surrender of the certificate formerly representing such Share; and (ii) less the Indemnity Escrow Amount, (iii) less the Company’s Net Debt if the Company’s Net Debt is a positive amount, or plus the absolute value of the Company’s Net Debt if the Company’s Net Debt is a negative amount, each Seller Preferred Share as set forth in the CFO Certificate, (iv) less the [***], (v) less the Retention Escrow Amount (the “Closing Consideration”); provided, however, notwithstanding the foregoing, with respect to any portion of Closing Consideration payable as defined a result of the absolute value of the Company’s Net Debt being a negative amount, the parties agree that Parent may opt to deposit all or a portion of such portion of the Closing Consideration with the Paying Agent after the Closing (instead of at the Closing), in Section 2.3(a)) issued and outstanding immediately prior to the Effective Time (other than Seller Preferred Shares held by which case Parent, Buyer or any wholly-owned Subsidiary of Parent or Buyer, which shares by virtue of the Merger and without any action The Preferred Merger Consideration, together with the Common Merger Consideration, is hereinafter referred to as the "Merger Consideration." (b) Each outstanding Seller Option (as defined in Section 2.3(b)) shall be subject to the terms following proviso, may cause the Surviving Corporation to deposit all or a portion of this Agreement. As such amount with the Paying Agent and Parent shall deposit any remainder of such amount with the Effective TimePaying Agent, in each outstanding Seller Optioncase as soon as practicable, whether or not then vested or exercisableand in any event within one (1) Business Day, shall have the expiration date thereof accelerated to after the Closing Date, and Seller provided, further, that Parent shall use its reasonable best efforts to not cause each such Seller Option to be converted into the right to receive from the Surviving Company an Corporation to deposit with the Paying Agent any amount of cash equal to that, after such deposit, would cause the product of Surviving Corporation: (i) the number of Seller Common Shares subject to the Seller Option and be unable to pay its debts (including trade debts) as they mature; (ii) to have the excess, if any, fair value of the Common Merger Consideration over Surviving Corporation’s liabilities exceed the exercise price per Seller Common Share fair value of such option its assets as a going concern; or (the "Option Consideration")iii) to be left with less than a reasonable amount of capital. Each outstanding agreement for the issuance of warrants Such amount equal to $285,000,000 ("Warrants") and the shares which would be issuable upon the exercise of such warrants (such shares, "Warrant Shares") shall be subject to the terms of this Agreement. Seller shall use its reasonable best efforts to cause each Warrant to be converted into the right to receive from the Surviving Company an amount of cash equal to the product of (i) the number of Warrant Shares and (ii) the excess, if any, of the Common Merger Consideration over the exercise price per Warrant Share of such Warrants (the "Warrant Consideration"). Prior to the Effective Time, Seller shall take all steps necessary to give written notice to each holder of a Seller Option and Warrant that all Seller Options and Warrants shall expire effective adjustment as of the Effective Time and be converted into the right to receive the Option Consideration or Warrant Consideration, as the case may be. The Surviving Company shall cause the Paying Agent (as defined below) to pay each holder of Seller Options and Warrants, promptly following the Effective Time, the Option Consideration or Warrant Consideration, as the case may be, for all Seller Options and of Warrant Shares held by such holder. The Seller Board or any committee thereof responsible for the administration of Seller's stock option plans or warrant plans shall take any and all action necessary to effectuate the matters described set forth in this Section 1.7(b) on or before the Effective Time. Any amounts payable 2.1, Section 2.8 and Section 2.9), plus any Milestone Payments paid pursuant to this Section 1.7(b) 2.10, plus any IDP-111 Revenue paid pursuant to Section 2.11 shall be subject referred to any required withholding of taxes and shall be paid without interest. Parent agrees to provide herein as the Surviving Company with sufficient funds to permit the Surviving Company to satisfy its obligations under this Section 1.7(b“Merger Consideration”). (c) The Common Merger Consideration shall be decreased to the extent and in the circumstances described in Section 5.3 (a)(ii)(y) and (z), Section 5.3(c), Section 5.3(d), the last sentence of Section 5.8 or the last sentence of Section 6.2(f). The Common Merger Consideration shall be increased by an amount (the "Closing Adjustment Amount") equal to: 50% of (i) consolidated cash, cash equivalents and marketable securities (valued equal to their market value) of Seller and its Subsidiaries, determined by Ernst & Young, LLP in accordance with GAAP, as of the close of business on the fifth business day prior to Closing (the "Measurement Date") minus (ii) consolidated cash, cash equivalents and marketable securities (valued equal to their market value) of Seller and its Subsidiaries, determined by Ernst & Young LLP in accordance with GAAP, as of June 30, 1999; minus (iii) the aggregate proceeds received by Seller and its Subsidiaries during the period after June 30, 1999 and on or prior to the Measurement Date of (x) any sales or other dispositions of assets of Seller or any of its Subsidiaries, (y) any incurrence of indebtedness or other non-equity financing by Seller or any of its Subsidiaries or (z) any issuances of equity interests by Seller or

Merger Consideration. (a) At In consideration of the Effective TimeMerger, at the Closing, Playa shall pay to the Company cash in the amount of $265,000, which the Company shall use for payment of the indebtedness described on Schedule 1.5.3 hereto. (b) In consideration of the Merger, at the Closing, the Merger consideration with respect to Playa ("Merger Consideration") shall be as follows: (i) all of the issued and outstanding shares of Playa Common Stock (other than shares to be canceled in accordance with Section 1.5.2) and all shares of Playa Common Stock underlying the Playa Warrants shall be converted into the right to receive an aggregate of 11,500,000 shares of the Company Common Stock after giving effect to the Merger. All shares of Playa Common Stock underlying the Other Warrants and the Playa Options shall be converted into the right to receive, for each share of Playa Common Stock underlying such Other Warrants and Playa Options, one share of Company Common Stock after giving effect to the Merger. (ii) The Merger Consideration with respect to the Playa Warrants, the Other Warrants, and the Playa Options shall be warrants or options, as the case may be, of the Company exercisable upon the same terms and conditions as such Playa Warrants, Other Warrants or Playa Options, as the case may be, for the number of shares of Company Common Stock equal to the number of shares of Playa Common Stock for which such Playa Warrants, Other Warrants or Playa Options, as the case may be, were previously exercisable. The shares of Playa Common Stock, Playa Warrants, Other Warrants, Playa Options and Other Options so converted into the right to receive the Merger Consideration (each a "Converted Security") shall, by virtue of the Merger and without any action on the part of Parentthe holder thereof, Buyer, Seller or the holders of the following securities: (i) each Seller Common Share (as defined in Section 2.3(a)) issued and outstanding immediately prior to at the Effective Time no longer be outstanding and shall at such time be converted into the right canceled and retired and shall cease to receive $10.35 in cash as adjusted pursuant to Section 1.7(c) ("Common Merger Consideration"), without interest thereon, upon surrender of the certificate formerly representing such Share; and (ii) each Seller Preferred Share (as defined in Section 2.3(a)) issued and outstanding immediately prior to the Effective Time (other than Seller Preferred Shares held by Parent, Buyer or any wholly-owned Subsidiary of Parent or Buyer, which shares by virtue of the Merger and without any action The Preferred Merger Consideration, together with the Common Merger Consideration, is hereinafter referred to as the "Merger Consideration." (b) Each outstanding Seller Option (as defined in Section 2.3(b)) shall be subject to the terms of this Agreement. As of the Effective Time, each outstanding Seller Option, whether or not then vested or exercisable, shall have the expiration date thereof accelerated to the Closing Dateexist, and Seller shall use its reasonable best efforts to cause each such Seller Option to be converted into the right to receive from the Surviving Company an amount of cash equal to the product of (i) the number of Seller Common Shares subject to the Seller Option and (ii) the excess, if any, of the Common Merger Consideration over the exercise price per Seller Common Share of such option (the "Option Consideration"). Each outstanding agreement for the issuance of warrants ("Warrants") and the shares which would be issuable upon the exercise of such warrants (such shares, "Warrant Shares") shall be subject to the terms of this Agreement. Seller shall use its reasonable best efforts to cause each Warrant to be converted into the right to receive from the Surviving Company an amount of cash equal to the product of (i) the number of Warrant Shares and (ii) the excess, if any, of the Common Merger Consideration over the exercise price per Warrant Share of such Warrants (the "Warrant Consideration"). Prior to the Effective Time, Seller shall take all steps necessary to give written notice to each holder of any Converted Security shall thereafter cease to have any rights with respect to such Converted Security, except, upon the surrender of certificates representing such Converted Securities duly endorsed in blank or accompanied by a Seller Option and Warrant that all Seller Options and Warrants shall expire effective as of the Effective Time and be converted into stock power duly executed in blank, the right to receive the Option Consideration or Warrant Consideration, as the case may be. The Surviving Company shall cause the Paying Agent (as defined below) to pay each holder of Seller Options and Warrants, promptly following the Effective Time, the Option Consideration or Warrant Consideration, as the case may be, for all Seller Options and of Warrant Shares held by such holder. The Seller Board or any committee thereof responsible for the administration of Seller's stock option plans or warrant plans shall take any and all action necessary to effectuate the matters described in this Section 1.7(b) on or before the Effective Time. Any amounts payable pursuant to this Section 1.7(b) shall be subject to any required withholding of taxes and shall be paid without interest. Parent agrees to provide the Surviving Company with sufficient funds to permit the Surviving Company to satisfy its obligations under this Section 1.7(b). (c) The Common Merger Consideration shall be decreased to at the extent times and in the circumstances described in Section 5.3 (a)(ii)(y) and (z), Section 5.3(c), Section 5.3(d), the last sentence of Section 5.8 or the last sentence of Section 6.2(f). The Common Merger Consideration shall be increased by an amount (the "Closing Adjustment Amount") equal to: 50% of (i) consolidated cash, cash equivalents and marketable securities (valued equal to their market value) of Seller and its Subsidiaries, determined by Ernst & Young, LLP in accordance with GAAP, as of the close of business on the fifth business day prior to Closing (the "Measurement Date") minus (ii) consolidated cash, cash equivalents and marketable securities (valued equal to their market value) of Seller and its Subsidiaries, determined by Ernst & Young LLP in accordance with GAAP, as of June 30, 1999; minus (iii) the aggregate proceeds received by Seller and its Subsidiaries during the period after June 30, 1999 and on or prior to the Measurement Date of (x) any sales or other dispositions of assets of Seller or any of its Subsidiaries, (y) any incurrence of indebtedness or other non-equity financing by Seller or any of its Subsidiaries or (z) any issuances of equity interests by Seller ormanner set forth herein.

Merger Consideration. (a) It is understood and agreed among the parties that the aggregate consideration payable by Parent hereunder is the aggregate number of shares of Parent Common Stock represented by variable Y as computed pursuant to the definition of “Exchange Ratio”, subject to adjustment pursuant to Section 3.2 (the “Merger Consideration”). Such Merger Consideration shall not be subject to adjustment based upon any changes in the number of shares of Company Common Stock outstanding or the exercise or settlement of any Company Options, Company Warrants or other securities issued by the Company, or any cash payments in respect thereof. (b) At the Effective Time, by virtue of the Merger and without any action on the part of Parentthe Company Stockholders, Buyer, Seller or the holders each share of the following securities: (i) each Seller Company Common Share (as defined in Section 2.3(a)) issued and outstanding immediately prior to the Effective Time shall be converted into the right to receive $10.35 in cash as adjusted pursuant to Section 1.7(c) ("Common Merger Consideration"), without interest thereon, upon surrender of the certificate formerly representing such Share; and (ii) each Seller Preferred Share (as defined in Section 2.3(a)) Stock issued and outstanding immediately prior to the Effective Time (other than Seller Preferred Shares held by Parent, Buyer or any wholly-owned Subsidiary shares of Parent or Buyer, which shares by virtue of the Merger and without any action The Preferred Merger Consideration, together with the Company Common Merger Consideration, is hereinafter referred Stock canceled pursuant to as the "Merger Consideration." (b) Each outstanding Seller Option (as defined in Section 2.3(b)3.3) shall be canceled and extinguished and converted into the right to receive, upon the terms and subject to the terms conditions of this Agreement. As Agreement (including the terms and conditions relating to the Escrow Account, the Warrant Escrow Agreement and the Former Warrant Holders), the number of shares of Parent Voting Common Stock as determined pursuant to the Exchange Ratio and set forth on the Merger Consideration Schedule; provided, however, that Parent Non-Voting Common Stock shall be issued in lieu of Parent Voting Common Stock to any Company Stockholder to the extent required to ensure that, after giving effect to the issuance thereof, such Company Stockholder (together with its Affiliates) (i) if subject to the BHCA or deemed subject to the BHCA, would not own more than 4.9% of the Effective Timeoutstanding Parent Voting Stock (on the basis of the number of votes represented by such Parent Voting Stock) or (ii) in any event, each would not own more than 9.9% of the outstanding Seller Option, whether or not then vested or exercisable, shall have Parent Voting Stock (on the expiration date thereof accelerated basis of the number of votes represented by such Parent Voting Stock). (c) Not less than sixteen (16) days prior to the Closing Date, the Company shall deliver to Parent and Seller Parent shall use deliver to the Company a statement of its reasonable best efforts Estimated Tangible Book Value. Each of the parties shall consult the other party regarding the calculation of its Estimated Tangible Book Value prior to cause delivery of its statement of Estimated Tangible Book Value. If the Closing occurs, the Estimated Tangible Book Value of the Company and the Estimated Tangible Book Value of Parent shall be used to determine the Exchange Ratio for the purposes of the Merger Consideration payable as of the Effective Time. (d) In the event that Parent, after the date hereof and prior to the Effective Time in accordance with this Agreement, consummates any direct or indirect sale, merger, business combination, consolidation, or other transaction that is similar in form, substance or purpose affecting the Parent Common Stock (other than such a transaction in which Parent is a continuing corporation and which does not result in any reclassification of, cancellation of or change (other than a subdivision of its outstanding shares of the Parent Common Stock into a greater number of shares or consolidation of its outstanding shares into a smaller number of shares or a change in nominal value thereof) in, its outstanding shares of Parent Common Stock or any sale of all or substantially all of the stock or assets of Parent (any such event, a “Parent Sale Transaction”), then, effective upon the consummation of such Parent Sale Transaction, each such Seller Option to be converted into Company Stockholder shall have the right to receive from the Surviving Company an amount of cash equal to the product of (i) the number of Seller Common Shares subject to the Seller Option and (ii) the excessreceive, if any, of the Common Merger Consideration over the exercise price per Seller Common Share of such option (the "Option Consideration"). Each outstanding agreement for the issuance of warrants ("Warrants") and the shares which would be issuable upon the exercise of such warrants (such shares, "Warrant Shares") shall be subject to the terms of this Agreement. Seller shall use its reasonable best efforts to cause each Warrant to be converted into the right to receive from the Surviving Company an amount of cash equal to the product of (i) the number of Warrant Shares and (ii) the excess, if any, of the Common Merger Consideration over the exercise price per Warrant Share of such Warrants (the "Warrant Consideration"). Prior to the Effective Time, Seller shall take all steps necessary to give written notice to each holder of a Seller Option and Warrant that all Seller Options and Warrants shall expire effective as of the Effective Time and be converted into upon the right terms and subject to the conditions set forth herein, only the kind and amount of shares of stock and other securities and property (including cash) that such Company Stockholder would have been entitled to receive the Option Consideration or Warrant Consideration, upon consummation of such Parent Sale Transaction as the case may be. The Surviving Company shall cause the Paying Agent (as defined below) to pay each holder of Seller Options and Warrants, promptly following if the Effective Time, the Option Consideration or Warrant Consideration, as the case may be, for all Seller Options and of Warrant Shares held by such holder. The Seller Board or any committee thereof responsible for the administration of Seller's stock option plans or warrant plans shall take any and all action necessary to effectuate the matters described in this Section 1.7(b) on or before the Effective Time. Any amounts payable pursuant to this Section 1.7(b) shall be subject to any required withholding of taxes and shall be paid without interest. Parent agrees to provide the Surviving Company with sufficient funds to permit the Surviving Company to satisfy its obligations under this Section 1.7(b). (c) The Common Merger Consideration shall be decreased to the extent and in the circumstances described in Section 5.3 (a)(ii)(y) and (z), Section 5.3(c), Section 5.3(d), the last sentence of Section 5.8 or the last sentence of Section 6.2(f). The Common Merger Consideration shall be increased by an amount (the "Closing Adjustment Amount") equal to: 50% of (i) consolidated cash, cash equivalents and marketable securities (valued equal to their market value) of Seller and its Subsidiaries, determined by Ernst & Young, LLP in accordance with GAAP, as of the close of business on the fifth business day Time had occurred immediately prior to Closing (the "Measurement Date") minus (ii) consolidated cash, cash equivalents and marketable securities (valued equal to their market value) of Seller and its Subsidiaries, determined by Ernst & Young LLP in accordance with GAAP, as of June 30, 1999; minus (iii) the aggregate proceeds received by Seller and its Subsidiaries during the period after June 30, 1999 and on or prior to the Measurement Date of (x) any sales or other dispositions of assets of Seller or any of its Subsidiaries, (y) any incurrence of indebtedness or other non-equity financing by Seller or any of its Subsidiaries or (z) any issuances of equity interests by Seller orsuch Parent Sale Transaction.

Merger Consideration. (a) At the Effective TimeEach ordinary share, by virtue par value US$0.001 per share, of the Merger and without any action on Company (a “Share” or, collectively, the part of Parent“Shares”), Buyerincluding Shares represented by American Depositary Shares, Seller or each representing three Shares (the holders of the following securities: (i) each Seller Common Share (as defined in Section 2.3(a“ADSs”)) , issued and outstanding immediately prior to the Effective Time Time, other than Excluded Shares (as defined below) shall be converted into cancelled in exchange for the right to receive $10.35 US$1.17 in cash as adjusted pursuant to Section 1.7(c) per Share without interest ("Common the “Per Share Merger Consideration"”). As each ADS represents three Shares, without interest thereon, upon surrender of the certificate formerly representing such Share; and (ii) each Seller Preferred Share (as defined in Section 2.3(a)) ADS issued and outstanding immediately prior to the Effective Time Time, other than ADSs representing Excluded Shares, shall represent the right to receive US$3.51 in cash without interest (the “Per ADS Merger Consideration”) pursuant to the terms and conditions set forth in the Deposit Agreement. At the Effective Time, all of the Shares, including Shares represented by ADSs, shall cease to be outstanding, shall be cancelled and shall cease to exist and the register of members of the Company will be amended accordingly. Each Share (other than Seller Preferred Excluded Shares) shall thereafter represent only the right to receive the Per Share Merger Consideration without interest, and any Dissenting Shares held shall thereafter represent only the right to receive the applicable payments set forth in Section 3.02(e). For the purposes of this Agreement, “Excluded Shares” means, collectively, (i) Shares and ADSs beneficially owned (as determined pursuant to Rule 13d-3 under the Exchange Act) by Parent, Buyer Parent or any wholly-owned Subsidiary of Parent or Buyer(including Merger Sub) immediately prior to the Effective Time including, which shares for the avoidance of doubt, each Rollover Share to be contributed to Parent by virtue of the Merger and without any action The Preferred Merger Consideration, together Rollover Shareholders in accordance with the Common Merger Consideration, is hereinafter referred to as the "Merger Consideration." Rollover Agreement and each Additional Rollover Share (bif any) Each outstanding Seller Option (as defined in Section 2.3(b)) shall be subject to the terms of this Agreement. As of the Effective Time, each outstanding Seller Option, whether or not then vested or exercisable, shall have the expiration date thereof accelerated to the Closing Date, and Seller shall use its reasonable best efforts to cause each such Seller Option to be converted into contributed to Parent by any Rollover Shareholders in accordance with the right to receive from the Surviving Company an amount of cash equal to the product of Additional Rollover Agreements (i) the number of Seller Common Shares subject to the Seller Option if any), and (ii) the excess, if any, Shares (“Dissenting Shares”) owned by holders of Shares who have validly exercised and not effectively withdrawn or lost their appraisal rights pursuant to Section 238 of the Common Merger Consideration over the exercise price per Seller Common Share of such option Cayman Companies Law (the "Option Consideration"). Each outstanding agreement for the issuance of warrants ("Warrants") and the shares which would be issuable upon the exercise of such warrants (such shares, "Warrant Shares") shall be subject to the terms of this Agreement. Seller shall use its reasonable best efforts to cause each Warrant to be converted into the right to receive from the Surviving Company an amount of cash equal to the product of (i) the number of Warrant Shares and (ii) the excess, if any, of the Common Merger Consideration over the exercise price per Warrant Share of such Warrants (the "Warrant Consideration"). Prior to the Effective Time, Seller shall take all steps necessary to give written notice to each holder of a Seller Option and Warrant that all Seller Options and Warrants shall expire effective as of the Effective Time and be converted into the right to receive the Option Consideration or Warrant Consideration, as the case may be. The Surviving Company shall cause the Paying Agent (as defined below) to pay each holder of Seller Options and Warrants, promptly following the Effective Time, the Option Consideration or Warrant Consideration, as the case may be, for all Seller Options and of Warrant Shares held by such holder. The Seller Board or any committee thereof responsible for the administration of Seller's stock option plans or warrant plans shall take any and all action necessary to effectuate the matters described in this Section 1.7(b) on or before the Effective Time. Any amounts payable pursuant to this Section 1.7(b) shall be subject to any required withholding of taxes and shall be paid without interest. Parent agrees to provide the Surviving Company with sufficient funds to permit the Surviving Company to satisfy its obligations under this Section 1.7(b“Dissenting Shareholders”). (c) The Common Merger Consideration shall be decreased to the extent and in the circumstances described in Section 5.3 (a)(ii)(y) and (z), Section 5.3(c), Section 5.3(d), the last sentence of Section 5.8 or the last sentence of Section 6.2(f). The Common Merger Consideration shall be increased by an amount (the "Closing Adjustment Amount") equal to: 50% of (i) consolidated cash, cash equivalents and marketable securities (valued equal to their market value) of Seller and its Subsidiaries, determined by Ernst & Young, LLP in accordance with GAAP, as of the close of business on the fifth business day prior to Closing (the "Measurement Date") minus (ii) consolidated cash, cash equivalents and marketable securities (valued equal to their market value) of Seller and its Subsidiaries, determined by Ernst & Young LLP in accordance with GAAP, as of June 30, 1999; minus (iii) the aggregate proceeds received by Seller and its Subsidiaries during the period after June 30, 1999 and on or prior to the Measurement Date of (x) any sales or other dispositions of assets of Seller or any of its Subsidiaries, (y) any incurrence of indebtedness or other non-equity financing by Seller or any of its Subsidiaries or (z) any issuances of equity interests by Seller or

Merger Consideration. (a) At the Effective Time, by virtue Each share of the Merger and without any action on the part of ParentCommon Stock, Buyerpar value $0.001 per share, Seller or the holders of the following securities: Company (i) each Seller Common Share (as defined in Section 2.3(a)) issued and outstanding immediately prior to a "SHARE" or, collectively, the Effective Time shall be converted into the right to receive $10.35 in cash as adjusted pursuant to Section 1.7(c) ("Common Merger ConsiderationSHARES"), without interest thereon, upon surrender of the certificate formerly representing such Share; and (ii) each Seller Preferred Share (as defined in Section 2.3(a)) issued and outstanding immediately prior to the Effective Time (other than Seller Preferred Dissenting Shares, Shares held owned by Parent, Buyer Merger Subsidiary or any wholly-owned Subsidiary other direct or indirect subsidiary of Parent (collectively, the "PARENT COMPANIES") and Shares that are owned by the Company or Buyer, which shares by virtue any direct or indirect subsidiary of the Merger Company and without any action The Preferred Merger Considerationin each case not held on behalf of third parties (collectively, together with the Common Merger Consideration, is hereinafter referred to as the "Merger Consideration.EXCLUDED SHARES" (b) Each outstanding Seller Option (as defined in Section 2.3(b)) shall be subject converted into, and become exchangeable for, the Merger Consideration (as defined below). Notwithstanding the immediately preceding sentence, no fractional shares of Parent Common Stock (as defined below) will be issuable pursuant to this Section 4.1(a); rather, in the event that the aggregate Merger Consideration to which any holder of Shares is otherwise entitled pursuant to this Section 4.1(a) and Section 4.2 includes a fractional share of Parent Common Stock, the number of shares of Parent Common Stock comprising the Merger Consideration to which such holder of Shares is entitled shall be rounded up to the terms of this Agreementnearest whole number. As of At the Effective Time, each all Shares shall no longer be outstanding Seller Option, whether or not then vested or exercisable, and shall have the expiration date thereof accelerated be canceled and retired and shall cease to the Closing Dateexist, and Seller shall use its reasonable best efforts to cause each such Seller Option to be converted into the right to receive from the Surviving Company an amount of cash equal to the product of certificate (ia "CERTIFICATE") the number of Seller Common Shares subject to the Seller Option and (ii) the excess, if any, of the Common Merger Consideration over the exercise price per Seller Common Share formerly representing any of such option Shares (the "Option Consideration"). Each outstanding agreement for the issuance of warrants ("Warrants") and the shares which would be issuable upon the exercise of such warrants (such shares, "Warrant other than Excluded Shares") shall be subject to the terms of this Agreement. Seller shall use its reasonable best efforts to cause each Warrant to be converted into the right to receive from the Surviving Company an amount of cash equal to the product of (i) the number of Warrant Shares and (ii) the excess, if any, of the Common Merger Consideration over the exercise price per Warrant Share of such Warrants (the "Warrant Consideration"). Prior to the Effective Time, Seller shall take all steps necessary to give written notice to each holder of a Seller Option and Warrant that all Seller Options and Warrants shall expire effective as of the Effective Time and be converted into thereafter represent only the right to receive the Option Merger Consideration and the right, if any, to receive any distribution or Warrant Considerationdividend pursuant to Section 4.2(c). As used herein, the term "MERGER CONSIDERATION shall mean that number of shares of Common Stock, par value $0.001 per share, of Parent ("PARENT COMMON STOCK") determined as follows: (i) in the case may be. The Surviving Company shall cause event that the Paying Agent Parent Average Stock Price (as defined below) is equal to pay each holder of Seller Options and Warrants, promptly following the Effective Timeor greater than $0.27, the Option Consideration or Warrant Consideration, as the case may be, for all Seller Options and of Warrant Shares held by such holder. The Seller Board or any committee thereof responsible for the administration of Seller's stock option plans or warrant plans shall take any and all action necessary to effectuate the matters described in this Section 1.7(b) on or before the Effective Time. Any amounts payable pursuant to this Section 1.7(b) shall be subject to any required withholding of taxes and shall be paid without interest. Parent agrees to provide the Surviving Company with sufficient funds to permit the Surviving Company to satisfy its obligations under this Section 1.7(b). (c) The Common Merger Consideration shall be decreased to the extent and 0.37 shares of Parent Common Stock; and (ii) in the circumstances described in Section 5.3 (a)(ii)(y) and (z), Section 5.3(c), Section 5.3(d)event that the Parent Average Stock Price is less than $0.27, the last sentence of Section 5.8 or the last sentence of Section 6.2(f). The Common Merger Consideration shall be increased by an amount (the "Closing Adjustment Amount") equal to: 50% of (i) consolidated cash, cash equivalents and marketable securities (valued equal to their market value) that number of Seller and its Subsidiaries, determined shares of Parent Common Stock which when multiplied by Ernst & Young, LLP in accordance with GAAP, as of the close of business on the fifth business day prior to Closing (the "Measurement Date") minus (ii) consolidated cash, cash equivalents and marketable securities (valued Parent Average Stock Price is equal to their market value) 0.10; provided, however, that in no event shall the Merger Consideration exceed 0.60 shares of Seller and its Subsidiaries, determined by Ernst & Young LLP in accordance with GAAP, as of June 30, 1999; minus (iii) the aggregate proceeds received by Seller and its Subsidiaries during the period after June 30, 1999 and on or prior to the Measurement Date of (x) any sales or other dispositions of assets of Seller or any of its Subsidiaries, (y) any incurrence of indebtedness or other non-equity financing by Seller or any of its Subsidiaries or (z) any issuances of equity interests by Seller orParent Common Stock.

Merger Consideration. (a) At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Buyer, Seller or the holders of the following securities: (i) each Seller Common Each Share (as defined in Section 2.3(a)) issued and outstanding immediately prior to the Effective Time shall be converted into the right to receive $10.35 in cash as adjusted pursuant to Section 1.7(c) ("Common Merger Consideration"), without interest thereon, upon surrender of the certificate formerly representing such Share; and (ii) each Seller Preferred Share (as defined in Section 2.3(a)) issued and outstanding immediately prior to the Effective Time (other than Seller Preferred (A) Shares held owned by Parent, Buyer Parent or any wholly-direct or indirect Subsidiary (as defined herein) of Parent (collectively, the "Parent Companies"), (B) Dissenting Shares, or (C) Shares that are owned by the Company or any direct or indirect Subsidiary of Parent or Buyerthe Company (and in each case not held on behalf of third Parties) (collectively, which shares by virtue of "Excluded Shares")) shall be converted into, and become exchangeable for the Merger and without any action The Preferred Merger Consideration, together with right to receive the Common Merger Consideration, is hereinafter referred to as Price Per Share in cash (the "Merger Consideration")." (bii) Each At the Effective Time, all Shares shall no longer be outstanding Seller Option and shall be canceled and retired and shall cease to exist, and each certificate (as defined in Section 2.3(b)a "Certificate") formerly representing any of such Shares (other than Excluded Shares) shall be subject thereafter represent only the right to receive the terms of this Agreement. As of Merger Consideration. (iii) At the Effective Time, each outstanding Seller Option, whether or not then vested or exercisable, warrant to purchase shares of Common Stock listed on Schedule 6.1(b) (the "Warrants") shall have the expiration date thereof accelerated to the Closing Date, and Seller shall use its reasonable best efforts to cause each such Seller Option to be converted into the right to receive from the Surviving Company canceled in exchange for a cash payment of an amount of cash equal to the product of (i) the number of Seller Common Shares subject to the Seller Option and (iiA) the excess, if any, of (1) the Price Per Share over (2) the exercise price per share of Common Merger Consideration Stock subject to such Warrant, multiplied by (B) the number of shares of Common Stock for which such Warrant shall not theretofore have been exercised (the "Warrant Spread"). Upon surrender to Parent at the address set forth in Section 10.6 of Warrants and/or such other documents as may reasonably be requested by Parent, Parent hereby agrees to deliver to the registered holders of such Warrants (as indicated in the records of the Company) the Warrant Spread. If there is no excess of the Price Per Share over the exercise price per Seller share of Common Share of Stock subject to a Warrant, then such option (the "Option Consideration"). Each outstanding agreement for the issuance of warrants ("Warrants") and the shares which would be issuable upon the exercise of such warrants (such shares, "Warrant Shares") shall be subject to the terms of this Agreement. Seller shall use its reasonable best efforts to cause each Warrant to be converted into the right to receive from the Surviving Company an amount of cash equal to the product of canceled for no consideration. (iiv) the number of Warrant Shares and (ii) the excess, if any, of the Common Merger Consideration over the exercise price per Warrant Share of such Warrants (the "Warrant Consideration"). Prior to At the Effective Time, Seller shall take all steps necessary to give written notice to each holder of a Seller outstanding Company Option and Warrant that all Seller Options and Warrants shall expire effective as of the Effective Time and be converted into the right to receive the Option Consideration or Warrant Consideration, as the case may be. The Surviving Company shall cause the Paying Agent (as defined below) to pay each holder of Seller Options and Warrants, promptly following the Effective Time, the Option Consideration or Warrant Consideration, as the case may be, for all Seller Options and of Warrant Shares held by such holder. The Seller Board or any committee thereof responsible for the administration of Seller's stock option plans or warrant plans shall take any and all action necessary to effectuate the matters described in this Section 1.7(b) on or before the Effective Time. Any amounts payable pursuant to this Section 1.7(bherein) shall be subject to any required withholding of taxes and shall be paid without interest. Parent agrees to provide the Surviving Company with sufficient funds to permit the Surviving Company to satisfy its obligations under this Section 1.7(b). (c) The Common Merger Consideration shall be decreased to the extent and in the circumstances described in Section 5.3 (a)(ii)(y) and (z), Section 5.3(c), Section 5.3(d), the last sentence of Section 5.8 or the last sentence of Section 6.2(f). The Common Merger Consideration shall be increased by an amount (the "Closing Adjustment Amount") equal to: 50% of (i) consolidated cash, cash equivalents and marketable securities (valued equal to their market value) of Seller and its Subsidiaries, determined by Ernst & Young, LLP canceled in accordance with GAAP, as of the close of business on the fifth business day prior to Closing (the "Measurement Date") minus (ii) consolidated cash, cash equivalents and marketable securities (valued equal to their market value) of Seller and its Subsidiaries, determined by Ernst & Young LLP in accordance with GAAP, as of June 30, 1999; minus (iii) the aggregate proceeds received by Seller and its Subsidiaries during the period after June 30, 1999 and on or prior to the Measurement Date of (x) any sales or other dispositions of assets of Seller or any of its Subsidiaries, (y) any incurrence of indebtedness or other non-equity financing by Seller or any of its Subsidiaries or (z) any issuances of equity interests by Seller orSection 7.9(a).

Merger Consideration. (a) At Subject to Sections 2.2, 2.4, 2.5, 2.6 and 2.8, at the Effective Time, by virtue of the Merger and without any action on the part of Parent, Buyer, Seller or the holders of Company Shares outstanding at the following securities: Effective Time, other than the Buyer and its Affiliates, shall be entitled to receive, and the Buyer shall pay or issue and deliver, for each Company Share held by such Person: (i) each Seller Common Share (as defined in Section 2.3(a)) issued and outstanding immediately prior 0.691829 shares of the Buyer's Stock multiplied by the Exchange Ratio plus an amount equal to the Effective Time shall be converted into the right to receive $10.35 11.4486 in cash as adjusted pursuant to Section 1.7(c) (the "Common Merger Per Share Mixed Consideration"), without interest thereon, upon surrender of the certificate formerly representing such Share; and (ii) each Seller Preferred Share (as defined in Section 2.3(a)) issued and outstanding immediately prior to the Effective Time (other than Seller Preferred Shares held by Parent, Buyer or any wholly-owned Subsidiary of Parent or Buyer, which shares by virtue 1.0 share of the Merger Buyer's Stock multiplied by the Exchange Ratio (the "Per Share Stock Consideration"), or (iii) an amount equal to $37.15 in cash (the "Per Share Cash Consideration"). The foregoing consideration, collectively and without any action The Preferred Merger Considerationin the aggregate, together with the Common Merger Consideration, is hereinafter shall be referred to herein as the "Merger Consideration." (b) Each outstanding Seller Option Subject to the allocation provisions of Section 2.4, each holder of a Company Share may elect, for all Company Shares beneficially owned by such holder, to receive the Per Share Mixed Consideration, the Per Share Stock Consideration or the Per Share Cash Consideration; provided, (i) that the aggregate number of shares of Buyer's Stock with respect to which the Per Share Mixed Consideration and the Per Share Stock Consideration (excluding fractions of Company Shares issued or not issued pursuant to Section 2.3(c) as defined in Section 2.3(b)a result of rounding) shall be paid as Merger Consideration shall be such number of shares equal to $74,499,168.79 divided by the Average Closing Price (subject to equitable adjustment for any stock dividend, stock split or other stock payment by the terms of this Agreement. As of Company after the date hereof but prior to the Effective Time) (the "Total Stock Merger Consideration"), each outstanding Seller Option, whether or not then vested or exercisable, shall have the expiration date thereof accelerated to the Closing Date, and Seller shall use its reasonable best efforts to cause each such Seller Option to be converted into the right to receive from the Surviving Company an amount of cash equal to the product of (i) the number of Seller Common Shares subject to adjustment so that the Seller Option Total Stock Merger Consideration shall not be less than the amount necessary to qualify the Merger as a tax-free reorganization under Section 368 of the Code, as determined by the Buyer at or immediately after the Effective Time upon consultation with its independent accountants and counsel; and (ii) that the excess, if any, aggregate amount of cash with respect to which the Common Per Share Mixed Consideration and the Per Share Cash Consideration shall be paid as Merger Consideration over the exercise price per Seller Common Share of such option shall be $33,185,195.76 (the "Option Total Cash Merger Consideration"); provided however, that, if the Total Stock Merger Consideration is adjusted as provided in Section 2.3(b)(i) above to qualify the Merger as a tax-free reorganization under Section 368 of the Code, the Total Cash Merger Consideration shall be adjusted so that the aggregate value of the Merger Consideration paid after the adjustment to the Total Stock Merger Consideration is equal to the aggregate value of the Merger Consideration which would have been paid in the absence of such adjustment. (c) No fractional shares of the Buyer's Stock shall be issued or delivered in connection with the Merger. Each Instead, the number of shares of the Buyer's Stock to which a holder of the Company Shares is entitled to receive pursuant to this Article II shall be rounded to the nearest whole share (with 0.5 share rounded up to the nearest whole share). (d) In the event the Buyer changes the number of shares of the Buyer's Stock issued and outstanding agreement for prior to the issuance Effective Time as a result of warrants a stock split, stock dividend or other distribution payable in Buyer's Stock or securities convertible into Buyer's Stock or similar recapitalization with respect to such stock or effects a reclassification, combination or other change with respect to Buyer's Stock (each a "WarrantsStock Adjustment") and the shares record date therefor (in the case of a stock dividend) or the effective date thereof (in the case of a stock split or similar recapitalization, reclassification or combination for which would be issuable upon the exercise of such warrants (such shares, "Warrant Shares"a record date is not established) shall be subject to the terms of this Agreement. Seller shall use its reasonable best efforts to cause each Warrant to be converted into the right to receive from the Surviving Company an amount of cash equal to the product of (i) the number of Warrant Shares and (ii) the excess, if any, of the Common Merger Consideration over the exercise price per Warrant Share of such Warrants (the "Warrant Consideration"). Prior prior to the Effective Time, Seller shall take all steps necessary to give written notice to each holder of a Seller Option the Per Share Mixed Consideration and Warrant that all Seller Options and Warrants shall expire effective as of the Effective Time and be converted into the right to receive the Option Consideration or Warrant Consideration, as the case may be. The Surviving Company shall cause the Paying Agent (as defined below) to pay each holder of Seller Options and Warrants, promptly following the Effective Time, the Option Consideration or Warrant Consideration, as the case may be, for all Seller Options and of Warrant Shares held by such holder. The Seller Board or any committee thereof responsible for the administration of Seller's stock option plans or warrant plans shall take any and all action necessary to effectuate the matters described in this Section 1.7(b) on or before the Effective Time. Any amounts payable pursuant to this Section 1.7(b) shall be subject to any required withholding of taxes and shall be paid without interest. Parent agrees to provide the Surviving Company with sufficient funds to permit the Surviving Company to satisfy its obligations under this Section 1.7(b). (c) The Common Merger Per Share Stock Consideration shall each be decreased equitably adjusted to the extent and in the circumstances described in Section 5.3 (a)(ii)(y) and (z), Section 5.3(c), Section 5.3(d), the last sentence of Section 5.8 or the last sentence of Section 6.2(f). The Common Merger Consideration shall be increased by an amount (the "Closing Adjustment Amount") equal to: 50% of (i) consolidated cash, cash equivalents and marketable securities (valued equal to their market value) of Seller and its Subsidiaries, determined by Ernst & Young, LLP in accordance with GAAP, as of the close of business on the fifth business day prior to Closing (the "Measurement Date") minus (ii) consolidated cash, cash equivalents and marketable securities (valued equal to their market value) of Seller and its Subsidiaries, determined by Ernst & Young LLP in accordance with GAAP, as of June 30, 1999; minus (iii) the aggregate proceeds received by Seller and its Subsidiaries during the period after June 30, 1999 and on or prior to the Measurement Date of (x) any sales or other dispositions of assets of Seller or any of its Subsidiaries, (y) any incurrence of indebtedness or other non-equity financing by Seller or any of its Subsidiaries or (z) any issuances of equity interests by Seller orreflect such change.

Merger Consideration. (i) Other than as provided in Section 2.1(b)(ii), subject to the consummation of the Share Consolidation, each ordinary share, par value US$0.001 per share, of VanceInfo issued and outstanding immediately prior to the Effective Time (individually, a “VanceInfo Share” and collectively, the “VanceInfo Shares”) (other than the Excluded Shares), shall be cancelled in exchange for the right to receive one (the “Share Exchange Ratio”) validly issued, fully paid, non-assessable common share of HiSoft (“HiSoft Share”) which as of the date of this Agreement, has a, par value of US$0.0001 per share and, immediately prior to the Effective Time will have a par value of US$0.00139482 per share (the “Per Share Merger Consideration”). (ii) At Subject to the consummation of the Share Consolidation and the ADS Adjustment, each American depositary share of VanceInfo, each of which represents one VanceInfo Share (the “VanceInfo ADSs”), shall be cancelled in exchange for the right of the holder of the relevant VanceInfo ADS at the direction of the VanceInfo Depositary to receive one (the “ADS Exchange Ratio”) American depositary share of HiSoft (the “HiSoft ADS”) which, as of the date of this Agreement represents 19 HiSoft Shares and immediately prior to the Effective Time, will represent one HiSoft Share (the “Per ADS Merger Consideration” and together with the Per Share Merger Consideration, the “Merger Consideration”). As of the Effective Time, all VanceInfo Shares, including VanceInfo Shares represented by VanceInfo ADSs, shall, by virtue of the Merger and without any action on the part of Parentits holder, Buyerautomatically be cancelled, Seller shall no longer be issued or outstanding and shall cease to exist and the holders register of the following securities: (i) each Seller Common members of VanceInfo will be amended accordingly. Each VanceInfo Share (as defined in Section 2.3(a)) issued and outstanding immediately prior to the Effective Time shall be converted into the right to receive $10.35 in cash as adjusted pursuant to Section 1.7(c) ("Common Merger Consideration"), without interest thereon, upon surrender of the certificate formerly representing such Share; and (ii) each Seller Preferred Share (as defined in Section 2.3(a)) issued and outstanding immediately prior to the Effective Time (other than Seller Preferred Shares held by Parent, Buyer or any wholly-owned Subsidiary of Parent or Buyer, which shares by virtue of the Merger and without any action The Preferred Merger Consideration, together with the Common Merger Consideration, is hereinafter referred to as the "Merger Consideration." (b) Each outstanding Seller Option (as defined in Section 2.3(b)Excluded Shares) shall be subject to the terms of this Agreement. As of the Effective Time, each outstanding Seller Option, whether or not then vested or exercisable, shall have the expiration date thereof accelerated to the Closing Date, and Seller shall use its reasonable best efforts to cause each such Seller Option to be converted into the right to receive from the Surviving Company an amount of cash equal to the product of (i) the number of Seller Common Shares subject to the Seller Option and (ii) the excess, if any, of the Common Merger Consideration over the exercise price per Seller Common Share of such option (the "Option Consideration"). Each outstanding agreement for the issuance of warrants ("Warrants") and the shares which would be issuable upon the exercise of such warrants (such shares, "Warrant Shares") shall be subject to the terms of this Agreement. Seller shall use its reasonable best efforts to cause each Warrant to be converted into the right to receive from the Surviving Company an amount of cash equal to the product of (i) the number of Warrant Shares and (ii) the excess, if any, of the Common Merger Consideration over the exercise price per Warrant Share of such Warrants (the "Warrant Consideration"). Prior to the Effective Time, Seller shall take all steps necessary to give written notice to each holder of a Seller Option and Warrant that all Seller Options and Warrants shall expire effective as of the Effective Time and be converted into thereafter represent only the right to receive the Option Per Share Merger Consideration or Warrant Considerationand each VanceInfo Share represented by a VanceInfo ADS, as together with such VanceInfo ADS, shall thereafter represent only the case may be. The Surviving Company shall cause right to receive the Paying Agent (as defined below) to pay each holder of Seller Options and Warrants, promptly following the Effective Time, the Option Consideration or Warrant Per ADS Merger Consideration, as the case may be, for all Seller Options and of Warrant Shares held by such holder. The Seller Board or any committee thereof responsible for the administration of Seller's stock option plans or warrant plans shall take any and all action necessary to effectuate the matters described in this Section 1.7(b) on or before the Effective Time. Any amounts payable pursuant to this Section 1.7(b) shall be subject to any required withholding of taxes and shall be paid each case without interest. Parent agrees to provide the Surviving Company with sufficient funds to permit the Surviving Company to satisfy its obligations under this Section 1.7(b). (c) The Common Merger Consideration shall be decreased to the extent and in the circumstances described in Section 5.3 (a)(ii)(y) and (z), Section 5.3(c), Section 5.3(d), the last sentence of Section 5.8 or the last sentence of Section 6.2(f). The Common Merger Consideration shall be increased by an amount (the "Closing Adjustment Amount") equal to: 50% of (i) consolidated cash, cash equivalents and marketable securities (valued equal to their market value) of Seller and its Subsidiaries, determined by Ernst & Young, LLP in accordance with GAAP, as of the close of business on the fifth business day prior to Closing (the "Measurement Date") minus (ii) consolidated cash, cash equivalents and marketable securities (valued equal to their market value) of Seller and its Subsidiaries, determined by Ernst & Young LLP in accordance with GAAP, as of June 30, 1999; minus (iii) the aggregate proceeds received by Seller and its Subsidiaries during the period after June 30, 1999 and on or prior to the Measurement Date of (x) any sales or other dispositions of assets of Seller or any of its Subsidiaries, (y) any incurrence of indebtedness or other non-equity financing by Seller or any of its Subsidiaries or (z) any issuances of equity interests by Seller or

Merger Consideration. (a) At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Buyer, Seller or the holders thereof, each share of the following securities: (i) each Seller Common Share (as defined in Section 2.3(a)) Bank Stock issued and outstanding immediately prior to the Effective Time Time, other than (i) Dissenting Shares and (ii) shares held by Cash Electing Shareholders, shall be converted into and exchanged for the right to receive $10.35 in cash as adjusted the number of shares of Parent Stock (the “Stock Consideration”) determined pursuant to the “Exchange Ratio” described in Section 1.7(c2.3(d) below. The Stock Consideration, together with the cash payable to Cash Electing Shareholders as provided herein ("Common the “Cash Consideration”), is referred to herein as the “Merger Consideration")”. Immediately after the Effective Time, without interest thereonall shares of Bank Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, upon surrender and each certificate previously representing any Bank Stock shall thereafter solely represent the right to receive the applicable Merger Consideration. Notwithstanding anything else in this Section 2.3 to the contrary, each share of Bank Stock held by the certificate formerly representing such Share; andBank in treasury will be canceled and no Merger Consideration or other consideration will be paid or exchanged therefor. (iib) each Seller Preferred Share (as defined in Section 2.3(a)) issued and outstanding immediately prior to At the Effective Time (other than Seller Preferred Shares held by ParentTime, Buyer or any wholly-owned Subsidiary of Parent or Buyer, which shares by virtue of the Merger and without any action The Preferred Merger Consideration, together with on the Common Merger Consideration, is hereinafter referred to as the "Merger Consideration." (b) Each outstanding Seller Option (as defined in Section 2.3(b)) shall be subject to the terms of this Agreement. As part of the Effective Timeholders thereof, all shares of Bank Stock held by each outstanding Seller Option, whether or not then vested or exercisable, Smaller Shareholder shall have the expiration date thereof accelerated to the Closing Date, and Seller shall use its reasonable best efforts to cause each such Seller Option to be converted into the right to receive from either, as elected in the Surviving Company sole discretion of each such Smaller Shareholder (such election to be made in writing and delivered to the Bank at least five (5) business days before the Closing), (i) cash in an amount of cash equal to the product Per Share Cash Consideration multiplied by the number of shares of Bank Stock held by such Smaller Shareholder (each Smaller Shareholder that elects to receive cash being referred to herein as a “Cash Electing Shareholder”) or (ii) the right to receive shares of Parent Stock, the number of which shall be determined by multiplying the number of shares of Bank Stock held by a Smaller Shareholder as of the Effective Time by the Exchange Ratio; provided, that if the Bank does not receive a written election from a Smaller Shareholder in accordance with the provisions of this Agreement, such Smaller Shareholder shall be deemed to have elected to receive cash in exchange for such Smaller Shareholder’s shares of Bank Stock. Notwithstanding anything to the contrary in this Section 2.3(b), a Smaller Shareholder shall not have the right to elect to receive (or be deemed to have elected to receive) Cash Consideration if, after giving effect to such election or deemed election (and all other elections or deemed elections made prior to such Smaller Shareholder’s election or deemed election), the aggregate number of shares of Bank Stock held by Cash Electing Shareholders would equal or exceed 1,100,000 shares, and all shares of Bank Stock held by any such Smaller Shareholder shall be converted into and exchanged solely for Stock Consideration. Each Smaller Shareholder who elects or is deemed to elect to receive Parent Stock in exchange for such Smaller Shareholder’s shares of Bank Stock will be required, as a condition to receiving such consideration, to agree to be bound by the terms of a voting agreement, substantially in the form attached hereto as Exhibit A (a “Voting Agreement”), with respect to all shares of Parent Stock received as Merger Consideration. (c) In the event Parent changes (or establishes a record date for changing) the number or kind of shares of Parent Stock outstanding before the Effective Time as a result of a stock split, stock dividend, recapitalization, reclassification, reorganization or similar transaction with respect to the outstanding Parent Stock and the record date therefor shall be prior to the Effective Time, appropriate and proportional adjustments will be made to either (i) the number of Seller Common Shares subject to the Seller Option and shares of Parent Stock that may be issued for each share of Bank Stock in accordance with Section 2.3(a) or (ii) the excess, if any, of Exchange Ratio in the Common Merger Consideration over the exercise price per Seller Common Share of such option event Parent changes (the "Option Consideration"). Each outstanding agreement or establishes a record date for the issuance of warrants ("Warrants") and the shares which would be issuable upon the exercise of such warrants (such shares, "Warrant Shares") shall be subject to the terms of this Agreement. Seller shall use its reasonable best efforts to cause each Warrant to be converted into the right to receive from the Surviving Company an amount of cash equal to the product of (ichanging) the number of Warrant Shares shares of Parent Stock issued and (ii) outstanding after the excess, if any, of the Common Merger Consideration over the exercise price per Warrant Share of such Warrants (the "Warrant Consideration"). Prior to the Effective Time, Seller shall take all steps necessary to give written notice to each holder of a Seller Option Exchange Ratio has been established and Warrant that all Seller Options and Warrants shall expire effective as of the Effective Time and be converted into the right to receive the Option Consideration or Warrant Consideration, as the case may be. The Surviving Company shall cause the Paying Agent (as defined below) to pay each holder of Seller Options and Warrants, promptly following the Effective Time, the Option Consideration or Warrant Consideration, as the case may be, for all Seller Options and of Warrant Shares held by such holder. The Seller Board or any committee thereof responsible for the administration of Seller's stock option plans or warrant plans shall take any and all action necessary to effectuate the matters described in this Section 1.7(b) on or before the Effective Time. Any amounts payable pursuant to this Section 1.7(b) shall be subject to any required withholding of taxes and shall be paid without interest. Parent agrees to provide the Surviving Company with sufficient funds to permit the Surviving Company to satisfy its obligations under this Section 1.7(b). (cd) The Common Merger Consideration shall be decreased to the extent and in the circumstances described in Section 5.3 (a)(ii)(y) and (z), Section 5.3(c), Section 5.3(d)For purposes of this Agreement, the last sentence of Section 5.8 or following terms shall have the last sentence of Section 6.2(f). The Common Merger Consideration shall be increased by an amount (the "Closing Adjustment Amount") equal to: 50% of (i) consolidated cash, cash equivalents and marketable securities (valued equal to their market value) of Seller and its Subsidiaries, determined by Ernst & Young, LLP in accordance with GAAP, as of the close of business on the fifth business day prior to Closing (the "Measurement Date") minus (ii) consolidated cash, cash equivalents and marketable securities (valued equal to their market value) of Seller and its Subsidiaries, determined by Ernst & Young LLP in accordance with GAAP, as of June 30, 1999; minus (iii) the aggregate proceeds received by Seller and its Subsidiaries during the period after June 30, 1999 and on or prior to the Measurement Date of (x) any sales or other dispositions of assets of Seller or any of its Subsidiaries, (y) any incurrence of indebtedness or other non-equity financing by Seller or any of its Subsidiaries or (z) any issuances of equity interests by Seller ormeanings set forth below:

Merger Consideration. (a) At Subject to the provisions of this Agreement, at the Effective Time, automatically by virtue of the Merger and without any action on the part of Parent, Buyer, Seller the Parties or the holders any shareholder of the following securitiesSWGB: (ia) each Seller Each share of FBMS Common Share (as defined in Section 2.3(a)) Stock that is issued and outstanding immediately prior to the Effective Time shall remain outstanding following the Effective Time and shall be converted into unchanged by the right to receive $10.35 in cash as adjusted pursuant to Section 1.7(c) ("Common Merger Consideration"), without interest thereon, upon surrender of the certificate formerly representing such Share; andMerger. (iib) each Seller Preferred Share Each share of SWGB Common Stock owned directly by FBMS, SWGB or any of their respective Subsidiaries (other than shares in trust accounts, managed accounts and the like for the benefit of customers or shares held as defined collateral for outstanding debt previously contracted) immediately prior to the Effective Time shall be cancelled and retired at the Effective Time without any conversion thereof, and no payment shall be made with respect thereto (the “SWGB Cancelled Shares”). (c) Notwithstanding anything in Section 2.3(a)) this Agreement to the contrary, all shares of SWGB Stock that are issued and outstanding immediately prior to the Effective Time (other than Seller Preferred Shares and which are held by Parent, Buyer or any wholly-owned Subsidiary of Parent or Buyer, which shares by virtue a shareholder who did not vote in favor of the Merger (or consent thereto in writing) and without who is entitled to demand and properly demands the fair value of such shares pursuant to, and who complies in all respects with, the provisions of Title 14, Chapter 2, Article 13 of the GBCC, shall not be converted into or be exchangeable for the right to receive the Merger Consideration (the “Dissenting Shares”), but instead the holder of such Dissenting Shares (hereinafter called a “Dissenting Shareholder”) shall be entitled to payment of the fair value of such shares in accordance with the applicable provisions of the GBCC (and at the Effective Time, such Dissenting Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to exist and such holder shall cease to have any action The Preferred rights with respect thereto, except the rights provided for pursuant to the applicable provisions of the GBCC and this Section 2.01(c)), unless and until such Dissenting Shareholder shall have failed to perfect such holder’s right to receive, or shall have effectively withdrawn or lost rights to demand or receive, the fair value of such shares of SWGB Stock under the applicable provisions of the GBCC. If any Dissenting Shareholder shall fail to perfect or effectively withdraw or lose such Holder’s dissenter’s rights under the applicable provisions of the GBCC, each such Dissenting Share shall be deemed to have been converted into and to have become exchangeable for, the right to receive the Merger Consideration, together without any interest thereon, in accordance with the Common Merger Consideration, is hereinafter referred to as the "Merger Consideration." (b) Each outstanding Seller Option (as defined in Section 2.3(b)) shall be subject to the terms applicable provisions of this Agreement. As of the Effective Time, each outstanding Seller Option, whether or not then vested or exercisable, SWGB shall have the expiration date thereof accelerated to the Closing Date, and Seller shall use its reasonable best efforts to cause each such Seller Option to be converted into the right to receive from the Surviving Company an amount of cash equal to the product of give FBMS (i) the number prompt notice of Seller Common Shares subject any written notices to exercise dissenters’ rights in respect of any shares of SWGB Stock, attempted withdrawals of such notices and any other instruments served pursuant to the Seller Option GBCC and received by SWGB relating to dissenters’ rights and (ii) the excessopportunity to participate in negotiations and proceedings with respect to demands for fair value under the GBCC. SWGB shall not, if anyexcept with the prior written consent of FBMS, voluntarily make any payment with respect to, or settle, or offer or agree to settle, any such demand for payment. Any portion of the Common Merger Consideration over made available to the exercise price per Seller Common Share Exchange Agent pursuant to this Article II to pay for shares of such option (the "Option Consideration"). Each outstanding agreement SWGB Stock for the issuance of warrants ("Warrants") and the shares which would be issuable upon the exercise of such warrants (such shares, "Warrant Shares") dissenters’ rights have been perfected shall be subject returned to FBMS upon demand. If the amount paid to a Dissenting Shareholder exceeds such Dissenting Shareholder’s Merger Consideration, such excess amount shall not reduce the amount of Merger Consideration paid to other Holders. (d) Each share of SWGB Common Stock (excluding Dissenting Shares, SWGB Restricted Shares and SWGB Cancelled Shares) issued and outstanding at the Effective Time shall cease to be outstanding and shall be converted, in accordance with the terms of this Agreement. Seller shall use its reasonable best efforts to cause each Warrant to be converted Article II, into and exchanged for the right to receive from the Surviving Company an amount one (1.00) share of cash equal to the product of (i) the number of Warrant Shares and (ii) the excess, if any, of the FBMS Common Merger Consideration over the exercise price per Warrant Share of such Warrants Stock (the "Warrant “Merger Consideration"). Prior to the Effective Time, Seller shall take all steps necessary to give written notice to each holder of a Seller Option and Warrant that all Seller Options and Warrants shall expire effective as of the Effective Time and be converted into the right to receive the Option Consideration or Warrant Consideration, as the case may be. The Surviving Company shall cause the Paying Agent (as defined below) to pay each holder of Seller Options and Warrants, promptly following the Effective Time, the Option Consideration or Warrant Consideration, as the case may be, for all Seller Options and of Warrant Shares held by such holder. The Seller Board or any committee thereof responsible for the administration of Seller's stock option plans or warrant plans shall take any and all action necessary to effectuate the matters described in this Section 1.7(b) on or before the Effective Time. Any amounts payable pursuant to this Section 1.7(b) shall be subject to any required withholding of taxes and shall be paid without interest. Parent agrees to provide the Surviving Company with sufficient funds to permit the Surviving Company to satisfy its obligations under this Section 1.7(b”). (c) The Common Merger Consideration shall be decreased to the extent and in the circumstances described in Section 5.3 (a)(ii)(y) and (z), Section 5.3(c), Section 5.3(d), the last sentence of Section 5.8 or the last sentence of Section 6.2(f). The Common Merger Consideration shall be increased by an amount (the "Closing Adjustment Amount") equal to: 50% of (i) consolidated cash, cash equivalents and marketable securities (valued equal to their market value) of Seller and its Subsidiaries, determined by Ernst & Young, LLP in accordance with GAAP, as of the close of business on the fifth business day prior to Closing (the "Measurement Date") minus (ii) consolidated cash, cash equivalents and marketable securities (valued equal to their market value) of Seller and its Subsidiaries, determined by Ernst & Young LLP in accordance with GAAP, as of June 30, 1999; minus (iii) the aggregate proceeds received by Seller and its Subsidiaries during the period after June 30, 1999 and on or prior to the Measurement Date of (x) any sales or other dispositions of assets of Seller or any of its Subsidiaries, (y) any incurrence of indebtedness or other non-equity financing by Seller or any of its Subsidiaries or (z) any issuances of equity interests by Seller or

Merger Consideration. (a) At the Merger Effective Time, by virtue of the Merger and without any action on the part of Parent, BuyerMerger Sub Corp., Seller the Company or the holders any holder of the following securitiesCompany Common Stock: (i) each Seller share of: (A) Class A Voting Common Share (as defined in Section 2.3(a)) Stock issued and outstanding as of immediately prior to the Merger Effective Time (excluding any Appraisal Shares and shares to be canceled pursuant to Section 2.4(a)(ii)) shall thereupon be converted into automatically into, and shall thereafter represent, only the right to receive $10.35 (1) an amount in cash equal to the Per Share Cash Consideration, (2) a number of shares of Parent Common Stock equal to the Per Share Stock Consideration, and (3) subject to the vesting provisions set forth in the Lockup Agreement, a number of shares of Parent Common Stock equal to the Per Share Earnout Stock Consideration; and (B) Class B Nonvoting Common Stock issued and outstanding as adjusted of immediately prior to the Merger Effective Time (excluding any Appraisal Shares and shares to be canceled pursuant to Section 1.7(c2.4(a)(ii)) shall thereupon be converted automatically into, and shall thereafter represent, only the right to receive ("1) an amount in cash equal to the Per Share Cash Consideration, (2) a number of shares of Parent Common Stock equal to the Per Share Stock Consideration, and (3) subject to the vesting provisions set forth in the Lockup Agreement, a number of shares of Parent Common Stock equal to the Per Share Earnout Stock Consideration; and (C) Class C Nonvoting Common Stock issued and outstanding as of immediately prior to the Merger Consideration"Effective Time (excluding any Appraisal Shares and shares to be canceled pursuant to Section 2.4(a)(ii)) shall thereupon be converted automatically into, without interest thereonand shall thereafter represent, upon surrender only the right to receive (1) an amount in cash equal to the sum of (x) the Liquidation Value as of the certificate formerly representing Merger Effective Time of such Share; andshare of Class C Nonvoting Common Stock and (y) the Per Share Cash Consideration, (2) a number of shares of Parent Common Stock equal to the Per Share Stock Consideration, and (3) subject to the vesting provisions set forth in the Lockup Agreement, a number of shares of Parent Common Stock equal to the Per Share Earnout Stock Consideration. (ii) each Seller Preferred Share (as defined in Section 2.3(a)) share of Company Common Stock issued and outstanding as of immediately prior to the Merger Effective Time (other than Seller Preferred Shares held that is directly owned by Parentthe Company as treasury stock shall automatically be canceled and cease to exist, Buyer or any wholly-owned Subsidiary of Parent or Buyer, which shares by virtue of the Merger and without any action The Preferred Merger Consideration, together with the Common Merger Consideration, is hereinafter referred to as the "Merger Considerationno consideration shall be delivered in exchange therefor." (b) Each outstanding Seller Option (share of Parent Common Stock issued to holders of Company Common Stock as defined in Section 2.3(b)) part of the Per Share Aggregate Stock Consideration and the Per Share Earnout Stock Consideration shall be subject to certain transfer restrictions (and with respect to the Aggregate Earnout Stock Consideration, certain vesting requirements), in accordance with the terms of this the Lockup Agreement. As of the Effective Time, each outstanding Seller Option, whether or not then vested or exercisable, shall have the expiration date thereof accelerated to the Closing Date, and Seller shall use its reasonable best efforts to cause each such Seller Option to be converted into the right to receive from the Surviving Company an amount of cash equal to the product of (i) the number of Seller Common Shares subject to the Seller Option and (ii) the excess, if any, of the Common Merger Consideration over the exercise price per Seller Common Share of such option (the "Option Consideration"). Each outstanding agreement for the issuance of warrants ("Warrants") and the shares which would be issuable upon the exercise of such warrants (such shares, "Warrant Shares") shall be subject to the terms of this Agreement. Seller shall use its reasonable best efforts to cause each Warrant to be converted into the right to receive from the Surviving Company an amount of cash equal to the product of (i) the number of Warrant Shares and (ii) the excess, if any, of the Common Merger Consideration over the exercise price per Warrant Share of such Warrants (the "Warrant Consideration"). Prior to the Effective Time, Seller shall take all steps necessary to give written notice to each holder of a Seller Option and Warrant that all Seller Options and Warrants shall expire effective as of the Effective Time and be converted into the right to receive the Option Consideration or Warrant Consideration, as the case may be. The Surviving Company shall cause the Paying Agent (as defined below) to pay each holder of Seller Options and Warrants, promptly following the Effective Time, the Option Consideration or Warrant Consideration, as the case may be, for all Seller Options and of Warrant Shares held by such holder. The Seller Board or any committee thereof responsible for the administration of Seller's stock option plans or warrant plans shall take any and all action necessary to effectuate the matters described in this Section 1.7(b) on or before the Effective Time. Any amounts payable pursuant to this Section 1.7(b) shall be subject to any required withholding of taxes and shall be paid without interest. Parent agrees to provide the Surviving Company with sufficient funds to permit the Surviving Company to satisfy its obligations under this Section 1.7(b). (c) The For the avoidance of doubt, any holder of one or more fractional shares of Company Common Merger Consideration shall be decreased to the extent Stock issued and in the circumstances described in Section 5.3 (a)(ii)(y) and (z), Section 5.3(c), Section 5.3(d), the last sentence of Section 5.8 or the last sentence of Section 6.2(f). The Common Merger Consideration shall be increased by an amount (the "Closing Adjustment Amount") equal to: 50% of (i) consolidated cash, cash equivalents and marketable securities (valued equal to their market value) of Seller and its Subsidiaries, determined by Ernst & Young, LLP in accordance with GAAP, outstanding as of the close of business on the fifth business day prior to Closing (the "Measurement Date") minus (ii) consolidated cash, cash equivalents and marketable securities (valued equal to their market value) of Seller and its Subsidiaries, determined by Ernst & Young LLP in accordance with GAAP, as of June 30, 1999; minus (iii) the aggregate proceeds received by Seller and its Subsidiaries during the period after June 30, 1999 and on or immediately prior to the Measurement Date Merger Effective Time shall, at the Merger Effective Time, be entitled to receive an amount in cash equal to a corresponding fractional interest of the Per Share Cash Consideration (xand, in the case of fractional shares of Class C Nonvoting Common Stock, an amount in cash equal to a corresponding fractional interest of the Liquidation Value for a share of Class C Nonvoting Common Stock), a number of shares of Parent Common Stock (plus cash in lieu of fractional shares) any sales or other dispositions equal to a corresponding fractional interest of assets the Per Share Stock Consideration and a number of Seller or any shares of its Subsidiaries, Parent Common Stock (yplus cash in lieu of fractional shares) any incurrence equal to a corresponding fractional interest of indebtedness or other non-equity financing by Seller or any of its Subsidiaries or (z) any issuances of equity interests by Seller orthe Per Share Earnout Stock Consideration.

Merger Consideration. (a) At Notwithstanding anything contained in this Agreement or the Effective TimeWarrant Certificates to the contrary, in connection with the merger of General Merger Sub 2, Inc. (“Merger Sub 2”), a wholly-owned subsidiary of Media General, Inc. (“General”), with and into the Company pursuant to that certain Agreement and Plan of Merger, dated June 5, 2013, by virtue and among the Company, General, General Merger Sub 1, Inc., a wholly owned subsidiary of General, Merger Sub 2, and General Merger Sub 3, LLC, a wholly owned subsidiary of General (the “Merger Agreement”), all Lender Warrants issued and outstanding as of immediately prior to the Combination Merger Effective Time (as such term is defined in the Merger Agreement) shall be automatically cancelled and exchanged (the “Merger Exchange”) in the Combination Merger (as such term is defined in the Merger Agreement), without any payment of the Exercise Price, for the right to receive (upon completion by the Holder of such Lender Warrants of a duly executed and properly completed Letter of Transmittal (as such terms defined in the Merger Agreement) pursuant to the Merger Agreement, and subject to the other terms and conditions of the Merger Agreement) an aggregate number of fully paid, validly issued and without any action on nonassessable shares of General Voting Common Stock (as such term is defined in the part Merger Agreement) equal to the number of Parent, Buyer, Seller or the holders shares of Common Stock that would be received upon exercise of the following securities: (i) each Seller Common Share Lender Warrants multiplied by the Exchange Ratio (as defined in the Merger Agreement); and provided, further, that cash shall be paid in lieu of fractional shares pursuant to Section 2.3(a)1.7 of the Merger Agreement; provided, that the Holder may elect to receive shares of General Non-Voting Common Stock (as such term is defined in the Merger Agreement) issued and outstanding immediately in lieu of shares of General Voting Common Stock upon the terms set forth in the Merger Agreement by so indicating in such Holder’s Letter of Transmittal delivered to General prior to the Effective Time shall be converted into the right to receive $10.35 in cash as adjusted pursuant to Section 1.7(c) ("Common Merger Consideration"), without interest thereon, upon surrender of the certificate formerly representing such Share; and (ii) each Seller Preferred Share Closing (as such term is defined in Section 2.3(a)) issued and outstanding immediately prior to the Effective Time (other than Seller Preferred Shares held by Parent, Buyer or any wholly-owned Subsidiary of Parent or Buyer, which shares by virtue of the Merger and without any action The Preferred Merger Consideration, together with the Common Merger Consideration, is hereinafter referred to as the "Merger ConsiderationAgreement)." (b) Each outstanding Seller Option (as defined in Section 2.3(b)) The Holder shall not be subject required to execute and become party to the terms of this Agreement. As of the Effective Time, each outstanding Seller Option, whether or not then vested or exercisable, shall have the expiration date thereof accelerated to the Closing Date, and Seller shall use its reasonable best efforts to cause each such Seller Option to be converted into the right to receive from the Surviving Company an amount of cash equal to the product of (i) the number of Seller Common Shares subject to the Seller Option and (ii) the excess, if any, of the Common Merger Consideration over the exercise price per Seller Common Share of such option (the "Option Consideration"). Each outstanding agreement for the issuance of warrants ("Warrants") and the shares which would be issuable upon the exercise of such warrants (such shares, "Warrant Shares") shall be subject to the terms of this Agreement. Seller shall use its reasonable best efforts to cause each Warrant to be converted into the right to receive from the Surviving Company an amount of cash equal to the product of (i) the number of Warrant Shares and (ii) the excess, if any, of the Common Merger Consideration over the exercise price per Warrant Share of such Warrants (the "Warrant Consideration"). Prior to the Effective Time, Seller shall take all steps necessary to give written notice to each holder of a Seller Option and Warrant that all Seller Options and Warrants shall expire effective as of the Effective Time and be converted into the right to receive the Option Consideration or Warrant Consideration, as the case may be. The Surviving Company shall cause the Paying Agent (as defined below) to pay each holder of Seller Options and Warrants, promptly following the Effective Time, the Option Consideration or Warrant Consideration, as the case may be, for all Seller Options and of Warrant Shares held by such holder. The Seller Board or any committee thereof responsible for the administration of Seller's stock option plans or warrant plans shall take any and all action necessary to effectuate the matters described in this Section 1.7(b) on or before the Effective Time. Any amounts payable Equityholders Agreement pursuant to this Section 1.7(b2.03(g) shall be subject to any required withholding of taxes and shall be paid without interest. Parent agrees to provide in connection with the Surviving Company with sufficient funds to permit the Surviving Company to satisfy its obligations under this Section 1.7(b)Merger Exchange.” (c) The General Voting Common Stock and the General Non-Voting Common Stock received by the Holder in connection with the Merger Consideration Exchange shall not be decreased stamped or otherwise imprinted with any legends pursuant to the extent and in the circumstances described in Section 5.3 4.02(e). (a)(ii)(yd) and (z), Section 5.3(c), Section 5.3(d), the last sentence of Section 5.8 or the last sentence of Section 6.2(f). The Common Merger Consideration This Agreement shall be increased by an amount (the "Closing Adjustment Amount") equal to: 50% of (i) consolidated cash, cash equivalents and marketable securities (valued equal to their market value) of Seller and its Subsidiaries, determined by Ernst & Young, LLP in accordance with GAAP, as terminate automatically upon consummation of the close of business on the fifth business day prior to Closing (the "Measurement Date") minus (ii) consolidated cash, cash equivalents and marketable securities (valued equal to their market value) of Seller and its Subsidiaries, determined by Ernst & Young LLP in accordance with GAAP, as of June 30, 1999; minus (iii) the aggregate proceeds received by Seller and its Subsidiaries during the period after June 30, 1999 and on or prior to the Measurement Date of (x) any sales or other dispositions of assets of Seller or any of its Subsidiaries, (y) any incurrence of indebtedness or other non-equity financing by Seller or any of its Subsidiaries or (z) any issuances of equity interests by Seller orMerger Exchange.”

Merger Consideration. (a) At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Buyer, Seller or the holders of Company Shares outstanding at such Effective Time, other than the following securities: Buyer and its Affiliates in the cases set forth above, shall be entitled to receive, and the Buyer shall pay or issue and deliver (i) each Seller Common Share (as defined in Section 2.3(a)) issued and outstanding immediately prior to the Effective Time shall be converted into the right to receive $10.35 in cash as adjusted pursuant to Section 1.7(c) ("Common Merger Consideration"), without interest thereon, upon surrender a number of shares of the certificate formerly representing such Share; and Buyer's Stock for each Company Share based on the Exchange Ratio and (ii) an amount equal to $20.00 in cash for each Seller Preferred Share (as defined in Section 2.3(a)) issued and outstanding immediately such Company Share, subject to equitable adjustment for any stock dividend, stock split or other stock payment by the Company after the date hereof but prior to the Effective Time (other than Seller Preferred Shares held by Parentsuch consideration, Buyer or any wholly-owned Subsidiary the "MERGER CONSIDERATION."); provided, however, that the Exchange Ratio may be increased and the amount of Parent or Buyer, which shares by virtue cash being paid as Merger Consideration may be correspondingly decreased as necessary to qualify the Merger as a reorganization under Section 368 of the Merger Code, as determined by the Company at or immediately after the Effective Time upon consultation with its independent accountants and without any action The Preferred Merger Consideration, together with the Common Merger Consideration, is hereinafter referred to as the "Merger Considerationcounsel." (b) Each outstanding Seller Option (as defined in Section 2.3(b)) No fractional shares of the Buyer's Stock shall be issued or delivered in connection with the Merger. In lieu of any such fractional share, subject to the terms SECTION 2.4, each holder of this Agreement. As Company Shares who would otherwise have been entitled to a fraction of a share of the Effective Time, each outstanding Seller Option, whether or not then vested or exercisable, Buyer's Stock shall have the expiration date thereof accelerated to the Closing Date, and Seller shall use its reasonable best efforts to cause each such Seller Option to be converted into the right entitled to receive from the Surviving Company cash (without interest) in an amount of cash equal to such fraction multiplied by the product Market Value of (i) the number of Seller Common Shares subject to the Seller Option and (ii) the excess, if any, one share of the Common Merger Consideration over Buyer's stock on the exercise price per Seller Common Share of such option (the "Option Consideration"). Each outstanding agreement for the issuance of warrants ("Warrants") and the shares which would be issuable upon the exercise of such warrants (such shares, "Warrant Shares") shall be subject to the terms of this Agreement. Seller shall use its reasonable best efforts to cause each Warrant to be converted into the right to receive from the Surviving Company an amount of cash equal to the product of (i) the number of Warrant Shares and (ii) the excess, if any, of the Common Merger Consideration over the exercise price per Warrant Share of such Warrants (the "Warrant Consideration"). Prior trading day immediately prior to the Effective Time, Seller shall take all steps necessary to give written notice to each holder of a Seller Option and Warrant that all Seller Options and Warrants shall expire effective as of the Effective Time and be converted into the right to receive the Option Consideration or Warrant Consideration, as the case may be. The Surviving Company shall cause the Paying Agent (as defined below) to pay each holder of Seller Options and Warrants, promptly following the Effective Time, the Option Consideration or Warrant Consideration, as the case may be, for all Seller Options and of Warrant Shares held by such holder. The Seller Board or any committee thereof responsible for the administration of Seller's stock option plans or warrant plans shall take any and all action necessary to effectuate the matters described in this Section 1.7(b) on or before the Effective Time. Any amounts payable pursuant to this Section 1.7(b) shall be subject to any required withholding of taxes and shall be paid without interest. Parent agrees to provide the Surviving Company with sufficient funds to permit the Surviving Company to satisfy its obligations under this Section 1.7(b). (c) The Common Merger Consideration shall be decreased to In the extent and in event the circumstances described in Section 5.3 (a)(ii)(y) and (z), Section 5.3(c), Section 5.3(d), Buyer changes the last sentence number of Section 5.8 or the last sentence of Section 6.2(f). The Common Merger Consideration shall be increased by an amount (the "Closing Adjustment Amount") equal to: 50% of (i) consolidated cash, cash equivalents and marketable securities (valued equal to their market value) of Seller and its Subsidiaries, determined by Ernst & Young, LLP in accordance with GAAP, as shares of the close of business on the fifth business day prior to Closing (the "Measurement Date") minus (ii) consolidated cash, cash equivalents Buyer's Stock issued and marketable securities (valued equal to their market value) of Seller and its Subsidiaries, determined by Ernst & Young LLP in accordance with GAAP, as of June 30, 1999; minus (iii) the aggregate proceeds received by Seller and its Subsidiaries during the period after June 30, 1999 and on or outstanding prior to the Measurement Date Effective Time as a result of a stock split, stock dividend or similar recapitalization with respect to such stock (xeach a "STOCK ADJUSTMENT") any sales and the record date therefor (in the case of a stock dividend) or other dispositions the effective date thereof (in the case of assets of Seller a stock split or any of its Subsidiariessimilar recapitalization for which a record date is not established) shall be prior to such Effective Time, (y) any incurrence of indebtedness or other non-equity financing by Seller or any of its Subsidiaries or (z) any issuances of equity interests by Seller orthe Exchange Ratio shall be equitably adjusted to reflect such change.

Merger Consideration. The total Merger consideration to be issued by ESC in respect of all Applied Optronics Outstanding Stock shall be (a) At subject to Section 3.9 below, a number of Ordinary Shares equal to (x) $6,000,000 less the Effective TimeLoan Balance and the Expense Provision (each, as hereinafter defined), divided by virtue (y) the average closing price of the Merger and without any action ESC Ordinary Shares on the part of Parent, Buyer, Seller or Nasdaq National Market for the holders of the following securities: (i) each Seller Common Share (as defined in Section 2.3(a)) issued and outstanding immediately last 20 trading days ending two trading days prior to the Effective Time shall be converted into the right to receive $10.35 in cash as adjusted pursuant to Section 1.7(c) Closing Date ("Common Merger Consideration"), without interest thereon, upon surrender of the certificate formerly representing such Share; and (ii) each Seller Preferred Share (as defined in Section 2.3(a)) issued and outstanding immediately prior to the Effective Time (other than Seller Preferred Shares held by Parent, Buyer or any wholly-owned Subsidiary of Parent or Buyer, which shares by virtue of the Merger and without any action The Preferred Merger Consideration, together with the Common Merger Consideration, is average closing price being hereinafter referred to as the "Merger Consideration.Closing Market Value" ); and (b) Each outstanding Seller Option warrants, substantially in the form attached hereto as Exhibit 3.1 and having a term of five (as defined in Section 2.3(b)5) shall be subject years, to purchase an aggregate number of ESC Ordinary Shares equal to $3,000,000 divided by the terms Closing Market Value, at an exercise price of this Agreement. As 133% of the Effective Time, each outstanding Seller Option, whether or not then vested or exercisable, shall have the expiration date thereof accelerated to the Closing Date, and Seller shall use its reasonable best efforts to cause each such Seller Option to be converted into the right to receive from the Surviving Company an amount of cash equal to the product of (i) the number of Seller Common Shares subject to the Seller Option and (ii) the excess, if any, of the Common Merger Consideration over the exercise price per Seller Common Share of such option Market Value (the "Option ConsiderationWarrants"). Each outstanding agreement for All of the issuance of warrants merger consideration referred to in this paragraph (d) is collectively referred to herein as the "WarrantsMerger Consideration") and . If between the shares which would be issuable upon the exercise of such warrants (such shares, "Warrant Shares") shall be subject to the terms date of this Agreement. Seller shall use its reasonable best efforts to cause each Warrant to be converted into the right to receive from the Surviving Company an amount of cash equal to the product of (i) the number of Warrant Shares Agreement and (ii) the excess, if any, of the Common Merger Consideration over the exercise price per Warrant Share of such Warrants (the "Warrant Consideration"). Prior to the Effective Time, Seller shall take all steps necessary to give written notice to each holder of a Seller Option and Warrant that all Seller Options and Warrants shall expire effective as of the Effective Time and the outstanding Ordinary Shares of ESC shall be converted changed into a different number of shares by reason of any stock dividend, subdivision, reclassification, split-up, combination or the right to receive the Option Consideration or Warrant Consideration, as the case may be. The Surviving Company shall cause the Paying Agent (as defined below) to pay each holder of Seller Options and Warrants, promptly following the Effective Timelike, the Option Consideration or Warrant Consideration, as the case may be, for all Seller Options and of Warrant Shares held by such holder. The Seller Board or any committee thereof responsible for the administration of Seller's stock option plans or warrant plans shall take any and all action necessary to effectuate the matters described in this Section 1.7(b) on or before the Effective Time. Any amounts payable pursuant to this Section 1.7(b) shall be subject to any required withholding of taxes and shall be paid without interest. Parent agrees to provide the Surviving Company with sufficient funds to permit the Surviving Company to satisfy its obligations under this Section 1.7(b). (c) The Common Merger Consideration shall be decreased appropriately adjusted. As used herein, the term "Loan Balance" shall mean the outstanding principal amount, plus any accrued and unpaid interest, and any other amounts due and payable through and including the Closing Date in respect of the Promissory Note, dated October 15, 1997, made by Applied Optronics and payable to the extent and order of ESC, in the circumstances described in Section 5.3 (a)(ii)(y) and (z), Section 5.3(c), Section 5.3(d)original principal amount of $134,000.00. As used herein, the last sentence term "Expense Provision" shall mean the sum of Section 5.8 $25,000 in respect of legal fees and expenses incurred and paid or payable by Applied Optronics in connection with the last sentence of Section 6.2(f). The Common Merger Consideration shall be increased by an amount (the "Closing Adjustment Amount") equal to: 50% of (i) consolidated cash, cash equivalents and marketable securities (valued equal to their market value) of Seller and its Subsidiaries, determined by Ernst & Young, LLP in accordance with GAAP, as of the close of business on the fifth business day prior to Closing (the "Measurement Date") minus (ii) consolidated cash, cash equivalents and marketable securities (valued equal to their market value) of Seller and its Subsidiaries, determined by Ernst & Young LLP in accordance with GAAP, as of June 30, 1999; minus (iii) the aggregate proceeds received by Seller and its Subsidiaries during the period after June 30, 1999 and on or prior to the Measurement Date of (x) any sales or other dispositions of assets of Seller or any of its Subsidiaries, (y) any incurrence of indebtedness or other non-equity financing by Seller or any of its Subsidiaries or (z) any issuances of equity interests by Seller orTransactions contemplated hereby.

Merger Consideration. (a) At Subject to the terms and conditions of this Agreement (including, without limitation, the terms and conditions set forth in this Section 1.5 and in Sections 1.6 and 9.4 hereof), at the Effective Time, by virtue of the Merger and without any further action on the part of Gene Logic, the Merger Sub, the Company or the stockholders of the Company (including those Persons who become stockholders of the Company by virtue of the exercise of the Warrants to Purchase Common Stock of the Company (dated as of November 2002) issued and outstanding as of the date of this Agreement (the “Company Warrants”), the “Stockholders”): (i) each share of the common stock, $.01 par value, of the Company (the “Company Common Stock”), issued and outstanding immediately prior to the Effective Time, other than Dissenting Shares, shall, by virtue of the Merger and without any action on the part of Parentthe holder thereof, Buyer, Seller or the holders of the following securities: (i) each Seller Common Share (as defined in Section 2.3(a)) issued be cancelled and outstanding immediately prior to the Effective Time shall be extinguished and converted into the right to receive $10.35 in cash as adjusted pursuant to Section 1.7(c) ("Common Merger Consideration"), without interest thereonreceive, upon surrender of the certificate formerly representing such Shareshare of Company Common Stock and delivery of such documents as are required under Section 1.6, the Per Share Merger Consideration; and (ii) each Seller Preferred Share all options to purchase shares of Company Common Stock (as defined in Section 2.3(a)whether or not vested) issued and outstanding immediately prior to the Effective Time (other than Seller Preferred Shares held by Parentthe “Company Options”) shall, Buyer or any wholly-owned Subsidiary of Parent or Buyer, which shares by virtue of the Merger and without any action The Preferred Merger Considerationon the part of the holders thereof (the “Option Holders”), together be terminated in accordance with the terms of the TherImmune Research Corporation 1999 Stock Option Plan (the “TherImmune Stock Option Plan”) under which the Company Options were issued, and the holders thereof shall become entitled to receive, upon delivery of such documents as are required under Section 1.6, the Per Option Share Price with respect to the shares of Company Common Merger Consideration, is hereinafter referred Stock underlying the unexercised portion of each such Company Option as of immediately prior to as the "Merger ConsiderationEffective Time (the “Option Shares”)." (b) Each outstanding Seller Option (as defined in Section 2.3(b)) shall be subject to the terms For purposes of this Agreement. As of the Effective Time, each outstanding Seller Option, whether or not then vested or exercisable, shall have the expiration date thereof accelerated to the Closing Date, and Seller shall use its reasonable best efforts to cause each such Seller Option to be converted into the right to receive from the Surviving Company an amount of cash equal to the product of : (i) the number of Seller Common Shares subject The “Aggregate Merger Consideration” to be paid by Gene Logic to the Seller Option and (ii) the excess, if any, Stockholders in exchange for all of the shares of Company Common Merger Consideration over the exercise price per Seller Common Share of such option Stock (the "Option Consideration"). Each outstanding agreement for the issuance of warrants ("Warrants") and the including shares which would be issuable issued upon the exercise of such warrants (such shares, "Warrant Shares"Company Warrants) shall be subject to the terms of this Agreement. Seller shall use its reasonable best efforts to cause each Warrant to be converted into the right to receive from the Surviving Company an amount of cash equal to the product of (i) the number of Warrant Shares issued and (ii) the excess, if any, of the Common Merger Consideration over the exercise price per Warrant Share of such Warrants (the "Warrant Consideration"). Prior to the Effective Time, Seller shall take all steps necessary to give written notice to each holder of a Seller Option and Warrant that all Seller Options and Warrants shall expire effective outstanding as of the Effective Time (the “Outstanding Company Shares”), inclusive of Dissenting Shares, shall be equal to $52,017,093, less the Aggregate Option Share Price, and be converted into less the right to receive the Option Consideration or Warrant ConsiderationNet Assumed Liabilities Adjustment, if any, as the case may be. The Surviving Company shall cause the Paying Agent (as defined below) to pay each holder of Seller Options determined following Closing and Warrants, promptly following the Effective Time, the Option Consideration or Warrant Consideration, as the case may be, for all Seller Options and of Warrant Shares held by such holder. The Seller Board or any committee thereof responsible for the administration of Seller's stock option plans or warrant plans shall take any and all action necessary to effectuate the matters described in this Section 1.7(b) on or before the Effective Time. Any amounts payable pursuant to this Section 1.7(b) shall be subject to any required withholding of taxes and shall be paid without interest. Parent agrees to provide the Surviving Company with sufficient funds to permit the Surviving Company to satisfy its obligations under this Section 1.7(b)adjustment as contemplated by (viii) below. (cii) The Common Merger Consideration “Net Assumed Liabilities Adjustment,” if any, shall be decreased to the extent and in the circumstances described in Section 5.3 (a)(ii)(y) and (z), Section 5.3(c), Section 5.3(d), the last sentence of Section 5.8 or the last sentence of Section 6.2(f). The Common Merger Consideration shall be increased by an amount (the "Closing Adjustment Amount") equal to: 50% of (i) consolidated cash, cash equivalents and marketable securities (valued equal to their market valueany amount by which (A) of Seller and its Subsidiaries, determined by Ernst & Young, LLP in accordance with GAAP, the Company’s Net Assumed Liabilities as of the close of business on Closing Date as reflected in the fifth business day prior to Closing Date Balance Sheet exceed (the "Measurement Date"B) minus (ii) consolidated cash, cash equivalents and marketable securities (valued equal to their market value) of Seller and its Subsidiaries, determined by Ernst & Young LLP in accordance with GAAP, $1,808,390 plus Permitted Items. “Net Assumed Liabilities,” as of June 30a date, 1999; minus (iii) means the aggregate proceeds received Company’s total liabilities, excluding any tax liabilities incurred by Seller and its Subsidiaries during the period after June 30, 1999 and on or prior to the Measurement Date of (x) any sales or other dispositions of assets of Seller or any of its Subsidiaries, (y) any incurrence of indebtedness or other non-equity financing by Seller or any of its Subsidiaries or (z) any issuances of equity interests by Seller orCompany in

Merger Consideration. (a) At Subject to the provisions of this Agreement, at the Effective Time, automatically by virtue of the Merger and without any action on the part of Parent, Buyer, Seller the Parties or the holders any shareholder of the following securitiesTB: (ia) each Seller Each share of BFC Common Share (as defined in Section 2.3(a)) Stock that is issued and outstanding immediately prior to the Effective Time shall remain outstanding following the Effective Time and shall be converted into unchanged by the right to receive $10.35 in cash as adjusted pursuant to Section 1.7(c) ("Common Merger Consideration"), without interest thereon, upon surrender of the certificate formerly representing such Share; andMerger. (iib) each Seller Preferred Share Each share of TB Common Stock owned directly by BFC, TB or any of their respective Subsidiaries (other than shares in trust accounts, managed accounts and the like for the benefit of customers or shares held as defined collateral for outstanding debt previously contracted) immediately prior to the Effective Time shall be cancelled and retired at the Effective Time without any conversion thereof, and no payment shall be made with respect thereto (the “TB Cancelled Shares”). (c) Notwithstanding anything in Section 2.3(a)) this Agreement to the contrary, all shares of TB Common Stock that are issued and outstanding immediately prior to the Effective Time (other than Seller Preferred Shares and which are held by Parent, Buyer or any wholly-owned Subsidiary of Parent or Buyer, which shares by virtue a shareholder who did not vote in favor of the Merger (or consent thereto in writing) and who is entitled to demand and properly demands the fair value of such shares pursuant to, and who complies in all respects with, the provisions of Subchapter 13 of the WBCL, shall not be converted into or be exchangeable for the right to receive the Per Share Stock Consideration (the “Dissenting Shares”). The holder of such Dissenting Shares (hereinafter called a “Dissenting Shareholder”) instead shall be entitled to payment of the fair value of such shares in accordance with the applicable provisions of the WBCL and at the Effective Time, such Dissenting Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to exist and such Holder shall cease to have any rights with respect thereto, except the rights provided for pursuant to the applicable provisions of the WBCL and this Section 2.01(c), unless and until such Dissenting Shareholder shall have failed to perfect such Holder’s right to receive, or shall have effectively withdrawn or lost rights to demand or receive, the fair value of such shares of TB Common Stock under the applicable provisions of the WBCL. If any Dissenting Shareholder shall fail to perfect or effectively withdraw or lose such Holder’s dissenter’s rights under the applicable provisions of the WBCL, each such Dissenting Share shall be deemed to have been converted into and to have become exchangeable for, the right to receive the Per Share Stock Consideration, without any action The Preferred Merger Considerationinterest thereon, together in accordance with the Common Merger Consideration, is hereinafter referred to as the "Merger Consideration." (b) Each outstanding Seller Option (as defined in Section 2.3(b)) shall be subject to the terms applicable provisions of this Agreement. As TB shall give BFC (i) prompt notice of any written notices to exercise dissenters’ rights in respect of any shares of TB Common Stock, attempted withdrawals of such notices and any other instruments served pursuant to the WBCL and received by TB relating to dissenters’ rights and (ii) the opportunity to participate in negotiations and proceedings with respect to demands for fair value under the WBCL. TB shall not, except with the prior written consent of BFC, voluntarily make any payment with respect to, or settle, or offer or agree to settle, any such demand for payment. (d) At the Effective Time, each share of TB Common Stock (excluding Dissenting Shares and TB Cancelled Shares) issued and outstanding Seller Option, whether or not then vested or exercisable, at the Effective Time shall have the expiration date thereof accelerated to the Closing Date, and Seller shall use its reasonable best efforts to cause each such Seller Option cease to be converted into the right to receive from the Surviving Company an amount of cash equal to the product of (i) the number of Seller Common Shares subject to the Seller Option outstanding and (ii) the excess, if any, of the Common Merger Consideration over the exercise price per Seller Common Share of such option (the "Option Consideration"). Each outstanding agreement for the issuance of warrants ("Warrants") and the shares which would be issuable upon the exercise of such warrants (such shares, "Warrant Shares") shall be subject to converted, in accordance with the terms of this Agreement. Seller shall use its reasonable best efforts to cause each Warrant to be converted Article II, into the right to receive from the Surviving Company an amount of cash equal to the product of (i) the number of Warrant Shares and (ii) the excess, if any, of the Common Merger Consideration over the exercise price per Warrant Share of such Warrants (the "Warrant Consideration"). Prior to the Effective Time, Seller shall take all steps necessary to give written notice to each holder of a Seller Option and Warrant that all Seller Options and Warrants shall expire effective as of the Effective Time and be converted into exchanged for the right to receive the Option Consideration or Warrant Per Share Stock Consideration, as the case may be. The Surviving Company shall cause the Paying Agent (as defined below) to pay each holder of Seller Options and Warrants, promptly following the Effective Time, the Option Consideration or Warrant Consideration, as the case may be, for all Seller Options and of Warrant Shares held by such holder. The Seller Board or any committee thereof responsible for the administration of Seller's stock option plans or warrant plans shall take any and all action necessary to effectuate the matters described in this Section 1.7(b) on or before the Effective Time. Any amounts payable pursuant to this Section 1.7(b) shall be subject to any required withholding of taxes and shall be paid without interest. Parent agrees to provide the Surviving Company with sufficient funds to permit the Surviving Company to satisfy its obligations under this Section 1.7(b). (c) The Common Merger Consideration shall be decreased to the extent and in the circumstances described in Section 5.3 (a)(ii)(y) and (z), Section 5.3(c), Section 5.3(d), the last sentence of Section 5.8 or the last sentence of Section 6.2(f). The Common Merger Consideration shall be increased by an amount (the "Closing Adjustment Amount") equal to: 50% of (i) consolidated cash, cash equivalents and marketable securities (valued equal to their market value) of Seller and its Subsidiaries, determined by Ernst & Young, LLP in accordance with GAAP, as of the close of business on the fifth business day prior to Closing (the "Measurement Date") minus (ii) consolidated cash, cash equivalents and marketable securities (valued equal to their market value) of Seller and its Subsidiaries, determined by Ernst & Young LLP in accordance with GAAP, as of June 30, 1999; minus (iii) the aggregate proceeds received by Seller and its Subsidiaries during the period after June 30, 1999 and on or prior to the Measurement Date of (x) any sales or other dispositions of assets of Seller or any of its Subsidiaries, (y) any incurrence of indebtedness or other non-equity financing by Seller or any of its Subsidiaries or (z) any issuances of equity interests by Seller or

Merger Consideration. At the Effective Time: (a) At the Effective Timedirection of Landwin Sub I, by virtue Landwin REIT shall issue and deliver or cause to be delivered to the Members that number of shares of Common Stock that each Member is entitled to receive in accordance with this Section 2.06 on account of such Member holding LLC Interests, provided, however, that in lieu of the Merger and without any action on the part issuance or recognition of Parentfractional shares of Landwin REIT’s Common Stock or interests or rights therein, Buyer, Seller Landwin REIT shall deliver or the holders of the following securities: (i) each Seller Common Share (as defined in Section 2.3(a)) issued and outstanding immediately prior to the Effective Time shall be converted into the right to receive $10.35 in cash as adjusted pursuant to Section 1.7(c) ("Common Merger Consideration"), without interest thereon, upon surrender of the certificate formerly representing such Share; and (ii) each Seller Preferred Share (as defined in Section 2.3(a)) issued and outstanding immediately prior to the Effective Time (other than Seller Preferred Shares held by Parent, Buyer or any wholly-owned Subsidiary of Parent or Buyer, which shares by virtue of the Merger and without any action The Preferred Merger Consideration, together with the Common Merger Consideration, is hereinafter referred to as the "Merger Consideration." (b) Each outstanding Seller Option (as defined in Section 2.3(b)) shall be subject to the terms of this Agreement. As of the Effective Time, each outstanding Seller Option, whether or not then vested or exercisable, shall have the expiration date thereof accelerated to the Closing Date, and Seller shall use its reasonable best efforts to cause each such Seller Option to be converted into the right to receive from the Surviving Company delivered an amount of cash equal to the product fair market value of any fractional share of Landwin REIT’s Common Stock to which such holder would be entitled but for this Section 2.06(a), without interest. For purposes of such payment, the fair market value of any fractional share of Common Stock shall be determined on the basis of each full share of Common Stock being equal to (x) the maximum aggregate offering price of the Common Stock in the Registration Statement at the time such is effective; divided by (y) the amount of shares to be registered in the Registration Statement, at the time such is effective, each of which shall be determined by Landwin REIT in its sole and absolute discretion. (b) All shares of Common Stock to be issued and delivered to each Member shall be delivered on the Effective Time to each Member or account of such Member by Landwin REIT (at the direction of Landwin Sub I) issuing or causing the issuance of the applicable number of shares of Common Stock upon such Member tendering their LLC Interest to Landwin Sub I or its agent (including, if applicable, for this purpose, Landwin REIT) for such purpose. A Member shall be deemed to tender their LLC Interest to Landwin Sub I or its agent by (i) duly executing and delivering to Landwin Sub I or its agent for such purpose the number of Seller Common Shares subject assignment and tender instrument (the “LLC Interest Assignment”) in the form set forth on Exhibit A, attached hereto, or such other instrument or document acceptable to the Seller Option Landwin Sub I or its agent, and (ii) tendering such Member’s original certificate of LLC Interest or executed lost certificate affidavit to Landwin Sub I or its agent; provided, that the excess, if any, of the Common Merger Consideration over the exercise price per Seller Common Share of such option (the "Option Consideration"). Each outstanding agreement for the issuance of warrants ("Warrants") and the shares which would be issuable upon the exercise of such warrants (such shares, "Warrant Shares") shall be subject to the terms of this Agreement. Seller shall use its reasonable best efforts to cause each Warrant to be converted into the right to receive from the Surviving Company an amount of cash equal to the product of requirements set forth in clauses (i) the number of Warrant Shares and or (ii) the excess), if any, of the Common Merger Consideration over the exercise price per Warrant Share of or both clauses may be waived by Landwin Sub I or its agent on such Warrants (the "Warrant Consideration")terms acceptable to such person. Prior to From and after the Effective Time, Seller each LLC Interest shall take all steps necessary to give written notice to each holder of a Seller Option and Warrant that all Seller Options and Warrants shall expire effective as of the Effective Time and be converted into represent only the right to receive the Option Merger Consideration or Warrant Consideration, as the case may be. The Surviving Company shall cause the Paying Agent (as defined below) to pay each holder of Seller Options and Warrants, promptly following the Effective Time, the Option Consideration or Warrant Consideration, as the case may be, for all Seller Options and of Warrant Shares held by such holder. The Seller Board or any committee thereof responsible for the administration of Seller's stock option plans or warrant plans shall take any and all action necessary to effectuate the matters described provided in this Section 1.7(b) on or before the Effective Time. Any amounts payable pursuant to this Section 1.7(b) shall be subject to any required withholding of taxes and shall be paid without interest. Parent agrees to provide the Surviving Company with sufficient funds to permit the Surviving Company to satisfy its obligations under this Section 1.7(b)Agreement. (c) The Common Merger Consideration payable to each Member of Predecessor Fund I shall be decreased equal to the extent and in the circumstances described in Section 5.3 (a)(ii)(y) and (z), Section 5.3(c), Section 5.3(d), the last sentence that number of Section 5.8 or the last sentence shares of Section 6.2(f). The Common Merger Consideration shall be increased by an amount (the "Closing Adjustment Amount") Stock that is equal to: 50% of (i) consolidated cash, cash equivalents and marketable securities (valued equal to their market value) of Seller and its Subsidiaries, determined by Ernst & Young, LLP in accordance with GAAP, as of the close of business on the fifth business day prior to Closing (the "Measurement Date") minus (ii) consolidated cash, cash equivalents and marketable securities (valued equal to their market value) of Seller and its Subsidiaries, determined by Ernst & Young LLP in accordance with GAAP, as of June 30, 1999; minus (iiiA) the aggregate proceeds received number of the Merger Shares ; (B) multiplied by Seller and its Subsidiaries during the period after June 30, 1999 and on or prior percentage interest of such Member’s LLC Interest in Predecessor Fund I; (C) multiplied by the Merger Valuation Percentage of Predecessor Fund I. (d) The Merger Consideration payable to each Member of Predecessor Fund II shall be equal to that number of shares of Common Stock that is equal to: (A) the Measurement Date aggregate number of the Merger Shares; (xB) any sales or other dispositions multiplied by the percentage interest of assets such Member’s LLC Interest in Predecessor Fund II; (C) multiplied by the Merger Valuation Percentage of Seller or any of its Subsidiaries, (y) any incurrence of indebtedness or other non-equity financing by Seller or any of its Subsidiaries or (z) any issuances of equity interests by Seller orPredecessor Fund II.

Merger Consideration. (a) At Subject to the Effective Timeremaining provisions of this Section 1.6, the aggregate consideration to be paid by virtue Acquiror in exchange for the acquisition of the Merger and without any action on the part all outstanding shares of Parent, Buyer, Seller or the holders of the following securities: (i) each Seller Common Share (as defined in Section 2.3(a)) issued and Target Capital Stock that are outstanding immediately prior to at the Effective Time shall be converted into the right and all options to receive $10.35 in cash as adjusted pursuant to Section 1.7(c) ("purchase Target Common Merger Consideration"), without interest thereon, upon surrender of the certificate formerly representing such Share; and (ii) each Seller Preferred Share (as defined in Section 2.3(a)) issued Stock that are vested and outstanding immediately prior to the Effective Time (other than Seller the "Vested Options") shall be (i) a cash payment (the "Aggregate Cash Consideration") equal to (x) forty-five percent (45%) of the Aggregate Purchase Price less (y) the Excess Acquisition Expenses and (ii) a number of shares of Acquiror Common Stock (the "Aggregate Stock Consideration") equal to the quotient obtained by dividing fifty-five percent (55%) of the Aggregate Purchase Price by fourteen dollars ($14.00) (such $14.00 per share price shall hereinafter be referred to as, the "Closing Price"). Subject to the provisions of this Section 1.6(a), each holder of one share of Target Capital Stock and each holder of a Vested Option shall receive cash and/or Acquiror Common Stock (the "Per Share Consideration") equal in value (with such stock valued for all purposes of this Section 1.6 at the Closing Price) to (i) the Adjusted Aggregate Purchase Price divided by (ii) the sum of the number of shares of Target Common Stock Deemed Outstanding (as defined below) plus the number of shares of Target Preferred Shares held by Parent, Buyer or any wholly-owned Subsidiary of Parent or BuyerStock outstanding immediately prior to the Effective Time, which shares Per Share Consideration shall be payable as follows: (i) The holder of each share of Series A Preferred Stock of Target, no par value or Series B Preferred Stock of Target, no par value (collectively, the "Target Preferred Stock"), will, by virtue of the Merger and without any action The Preferred Merger Consideration, together with the Common Merger Consideration, is hereinafter referred to as the "Merger Consideration." (b) Each outstanding Seller Option (as defined in Section 2.3(b)) shall be subject to the terms of this Agreement. As of at the Effective Time, and without further action on the part of such holder, receive Per Share Consideration for each outstanding Seller Option, whether or not then vested or exercisable, shall have the expiration date thereof accelerated share of Target Preferred Stock held by such shareholder immediately prior to the Closing DateEffective Time consisting of cash, subject to the deduction as set forth in Sections 1.6(e) and 8.3 below. (ii) The holder of each share of Common Stock of Target, no par value (the "Target Common Stock"), will, by virtue of the Merger and at the Effective Time, and Seller shall use its reasonable best efforts to cause without further action on the part of such holder, receive Per Share Consideration for each outstanding share of Target Common Stock held by such Seller Option to be converted into the right to receive from the Surviving Company an amount of cash equal shareholder immediately prior to the product Effective Time consisting of (i) the number of Seller Common Shares subject to the Seller Option Stock Cash Payment and (ii) the excessAcquiror Common Stock (as calculated below), if any, of the Common Merger Consideration over the exercise price per Seller Common Share of such option (the "Option Consideration"). Each outstanding agreement for the issuance of warrants ("Warrants") and the shares which would be issuable upon the exercise of such warrants (such shares, "Warrant Shares") shall be subject to the terms deduction as set forth in Sections 1.6(e) and 8.3 below. (iii) The holder of this Agreement. Seller shall use its reasonable best efforts to cause each Warrant to be converted into Vested Option will, by virtue of the right to Merger and at the Effective Time and without further action on the part of such holder (collectively, the "Vested Optionees"), receive from the Surviving Company an amount Per Share Consideration for each outstanding share of cash equal Target Common Stock issuable upon exercise of each such option held by such Vested Optionee immediately prior to the product Effective Time consisting of (i) the number of Warrant Shares Common Stock Cash Payment and (ii) Acquiror Common Stock (as calculated below), subject to the excessdeduction as set forth in Sections 1.6(e) and 8.3 below; PROVIDED, if anyHOWEVER, of the Common Merger Consideration over that the exercise price per Warrant Share of such Warrants (Vested Options shall be paid by the "Warrant Consideration"). Prior Vested Optionees immediately prior to the Effective Time; and PROVIDED, Seller FURTHER, that applicable withholding and payroll taxes shall take all steps necessary be deducted from the Common Stock Cash Payment made to give written notice such Vested Optionee. For purposes of this Section 1.6, the aggregate number of shares of Acquiror Common Stock to each be issued to holders of Target Common Stock and the Vested Optionees in accordance with subsections 1.6(a)(ii) and (iii) above shall be calculated by multiplying the number of shares of Target Common Stock held by such holder or issuable upon exercise of a Seller Vested Option and Warrant that all Seller Options and Warrants shall expire effective as of the Effective Time and be converted into the right to receive the Option Consideration or Warrant Consideration, as the case may be. The Surviving Company shall cause the Paying Agent (as defined below) to pay each holder of Seller Options and Warrants, promptly following the Effective Time, the Option Consideration or Warrant Considerationheld by such Vested Optionee, as the case may be, for all Seller Options and of Warrant Shares held by such holder. The Seller Board or any committee thereof responsible for the administration of Seller's stock option plans or warrant plans shall take any and all action necessary to effectuate the matters described in this Section 1.7(b) on or before the Effective Time. Any amounts payable pursuant to this Section 1.7(b) shall be subject to any required withholding of taxes and shall be paid without interest. Parent agrees to provide the Surviving Company with sufficient funds to permit the Surviving Company to satisfy its obligations under this Section 1.7(b). (c) The Common Merger Consideration shall be decreased to the extent and in the circumstances described in Section 5.3 (a)(ii)(y) and (z), Section 5.3(c), Section 5.3(d)times a fraction, the last sentence numerator of Section 5.8 or which is the last sentence Aggregate Stock Consideration and the denominator of Section 6.2(f). The which is the Target Common Merger Consideration shall be increased by an amount (the "Closing Adjustment Amount") equal to: 50% of (i) consolidated cash, cash equivalents and marketable securities (valued equal to their market value) of Seller and its Subsidiaries, determined by Ernst & Young, LLP in accordance with GAAP, as of the close of business on the fifth business day prior to Closing (the "Measurement Date") minus (ii) consolidated cash, cash equivalents and marketable securities (valued equal to their market value) of Seller and its Subsidiaries, determined by Ernst & Young LLP in accordance with GAAP, as of June 30, 1999; minus (iii) the aggregate proceeds received by Seller and its Subsidiaries during the period after June 30, 1999 and on or prior to the Measurement Date of (x) any sales or other dispositions of assets of Seller or any of its Subsidiaries, (y) any incurrence of indebtedness or other non-equity financing by Seller or any of its Subsidiaries or (z) any issuances of equity interests by Seller orStock Deemed Outstanding.

Merger Consideration. (a) At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Buyer, Seller any Party or the holders of the following securitiessecurities of SPAC, holders of the securities of the Company or holders of the securities of Merger Sub: (a) Each SPAC Unit issued and outstanding immediately prior to the Effective Time shall be automatically detached and the holder thereof shall be deemed to hold one (1) SPAC Share and one-half of one (0.5) SPAC Warrant, which underlying securities shall be converted in accordance with the applicable terms of this Section 2.2. (b) Each SPAC Share issued and outstanding immediately prior to the Effective Time shall be converted automatically into the Per Share Consideration, following which all SPAC Shares shall automatically be canceled and shall cease to exist by virtue of the Merger. The holders of SPAC Shares outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such shares, except as provided herein or under applicable Law. (c) Each Sponsor Share issued and outstanding immediately prior to the Effective Time shall be automatically converted into the Per Share Consideration, following which all Sponsor Shares shall automatically be canceled and shall cease to exist by virtue of the Merger. Sponsor shall cease to have any rights with respect to such shares, except as provided herein or under applicable Law. (d) All rights with respect to SPAC Shares underlying SPAC Warrants shall be converted into rights with respect to Company Ordinary Shares and thereupon assumed by the Company. Accordingly, from and after the Effective Time: (i) each Seller Common SPAC Warrant assumed by the Company may be exercised solely for Company Ordinary Shares; (ii) the number of Company Ordinary Shares subject to each SPAC Warrant assumed by the Company shall be determined by multiplying (x) the number of SPAC Shares that were subject to such SPAC Warrant, as in effect immediately prior to the Effective Time, by (y) the Per Share Consideration, and rounding the resulting number down to the nearest whole number of Company Ordinary Shares; (iii) the per share exercise price for the Company Ordinary Shares issuable upon exercise of each SPAC Warrant assumed by the Company shall be determined by dividing (x) the exercise price per SPAC Share subject to such SPAC Warrant, as defined in effect immediately prior to the Effective Time, by (y) the Per Share Consideration, and rounding the resulting exercise price up to the nearest whole cent; and (iv) any restriction on the exercise of any SPAC Warrant assumed by the Company shall continue in full force and effect and the term, exercisability, vesting schedule and other provisions of such SPAC Warrant shall otherwise remain unchanged; provided, however, that: (A) to the extent provided under the terms of a SPAC Warrant, such SPAC Warrant assumed by the Company in accordance with this Section 2.3(a)2.2(f) shall, in accordance with its terms, be subject to further adjustment as appropriate to reflect any stock split, division or subdivision of shares, stock dividend, reverse stock split, consolidation of shares, reclassification, recapitalization or other similar transaction with respect to Company Ordinary Shares subsequent to the Effective Time; and (B) the Company Board or a committee thereof shall succeed the authority and responsibility, if any, of the SPAC Board or any committee thereof with respect to each SPAC Warrant assumed by the Company. (e) Each issued and outstanding share of capital stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into the right to receive and become one validly issued, fully paid and non-assessable share of common stock, par value $10.35 in cash as adjusted pursuant to Section 1.7(c) ("Common Merger Consideration"), without interest thereon, upon surrender of the certificate formerly representing such Share; and (ii) each Seller Preferred Share (as defined in Section 2.3(a)) issued and outstanding immediately prior to the Effective Time (other than Seller Preferred Shares held by Parent, Buyer or any wholly-owned Subsidiary of Parent or Buyer, which shares by virtue of the Merger and without any action The Preferred Merger Consideration, together with the Common Merger Consideration, is hereinafter referred to as the "Merger Consideration." (b) Each outstanding Seller Option (as defined in Section 2.3(b)) shall be subject to the terms of this Agreement. As of the Effective Time, each outstanding Seller Option, whether or not then vested or exercisable, shall have the expiration date thereof accelerated to the Closing Date, and Seller shall use its reasonable best efforts to cause each such Seller Option to be converted into the right to receive from the Surviving Company an amount of cash equal to the product of (i) the number of Seller Common Shares subject to the Seller Option and (ii) the excess, if any0.0001 per share, of the Common Merger Consideration over Surviving Company, which shall constitute the exercise price per Seller Common Share only outstanding share of such option (the "Option Consideration"). Each outstanding agreement for the issuance capital stock of warrants ("Warrants") and the shares which would be issuable upon the exercise of such warrants (such shares, "Warrant Shares") shall be subject to the terms of this Agreement. Seller shall use its reasonable best efforts to cause each Warrant to be converted into the right to receive from the Surviving Company an amount of cash equal to the product of (i) the number of Warrant Shares and (ii) the excess, if any, of the Common Merger Consideration over the exercise price per Warrant Share of such Warrants (the "Warrant Consideration"). Prior to the Effective Time, Seller shall take all steps necessary to give written notice to each holder of a Seller Option and Warrant that all Seller Options and Warrants shall expire effective as of the Effective Time and be converted into the right to receive the Option Consideration or Warrant Consideration, as the case may be. The Surviving Company shall cause the Paying Agent (as defined below) to pay each holder of Seller Options and Warrants, promptly following the Effective Time, the Option Consideration or Warrant Consideration, as the case may be, for all Seller Options and of Warrant Shares held by such holder. The Seller Board or any committee thereof responsible for the administration of Seller's stock option plans or warrant plans shall take any and all action necessary to effectuate the matters described in this Section 1.7(b) on or before the Effective Time. Any amounts payable pursuant to this Section 1.7(b) shall be subject to any required withholding of taxes and shall be paid without interest. Parent agrees to provide the Surviving Company with sufficient funds to permit the Surviving Company to satisfy its obligations under this Section 1.7(b)Company. (c) The Common Merger Consideration shall be decreased to the extent and in the circumstances described in Section 5.3 (a)(ii)(y) and (z), Section 5.3(c), Section 5.3(d), the last sentence of Section 5.8 or the last sentence of Section 6.2(f). The Common Merger Consideration shall be increased by an amount (the "Closing Adjustment Amount") equal to: 50% of (i) consolidated cash, cash equivalents and marketable securities (valued equal to their market value) of Seller and its Subsidiaries, determined by Ernst & Young, LLP in accordance with GAAP, as of the close of business on the fifth business day prior to Closing (the "Measurement Date") minus (ii) consolidated cash, cash equivalents and marketable securities (valued equal to their market value) of Seller and its Subsidiaries, determined by Ernst & Young LLP in accordance with GAAP, as of June 30, 1999; minus (iii) the aggregate proceeds received by Seller and its Subsidiaries during the period after June 30, 1999 and on or prior to the Measurement Date of (x) any sales or other dispositions of assets of Seller or any of its Subsidiaries, (y) any incurrence of indebtedness or other non-equity financing by Seller or any of its Subsidiaries or (z) any issuances of equity interests by Seller or

Merger Consideration. (a) At Subject to the provisions of this Agreement, at the Effective Time, automatically by virtue of the Merger and without any action on the part of Parent, Buyer, Seller any party or the holders of the following securitiesstockholder: (ia) each Seller Each share of Company Common Share (as defined in Section 2.3(a)) issued and Stock outstanding immediately prior to the Effective Time shall (except as otherwise provided in Sections 3.01(b) and (c)) be converted into the right to receive cash, without interest, in amount equal to $10.35 22.00, plus the Company's Net Income Per Share from January 1, 2002 to and including the last day of the month in cash as adjusted pursuant to Section 1.7(c) the month immediately before the Closing Date, (the "Common Merger Consideration"). "Net Income Per Share" shall mean the Company's net income per share as derived from the Company's unaudited statement of operations prepared in accordance with GAAP for the applicable period; provided, without interest thereonhowever, upon surrender that notwithstanding GAAP, the following items shall not be deemed to be an expense for purposes of calculating Net Income Per Share: payments made to terminate the Company Options pursuant to Section 3.02 (a), payments made to employees of the certificate formerly representing Bank as Retention Bonuses pursuant to Section 8.16, payments made to management of the Bank pursuant to Section 8.17, and payments made to ▇▇▇▇▇▇ & ▇▇▇▇▇▇, Incorporated and Haynie, Rake, ▇▇▇▇▇▇, PC for their services rendered in completing the Merger pursuant to Section 11.01. Under no circumstances shall the foregoing items reduce Net Income Per Share or the resulting Merger Consideration. Further, the Company's indebtedness, including without limitation, the outstanding indebtedness owed by the Company to ▇▇▇▇▇ Fargo Bank shall be retained by the Surviving Company and the Merger Consideration shall not be reduced as a result of the existence of such Share; and (ii) each Seller Preferred Share (as defined in Section 2.3(a)) issued and indebtedness. As of the Effective Time, all such shares of Company Common Stock outstanding immediately prior to the Effective Time (other than Seller Preferred Shares held by Parent, Buyer or any wholly-owned Subsidiary of Parent or Buyer, which shares by virtue of the Merger shall no longer be outstanding and without any action The Preferred Merger Consideration, together with the Common Merger Consideration, is hereinafter referred shall automatically be canceled and shall cease to as the "Merger Consideration." (b) Each outstanding Seller Option (as defined in Section 2.3(b)) shall be subject to the terms of this Agreement. As of the Effective Time, each outstanding Seller Option, whether or not then vested or exercisable, shall have the expiration date thereof accelerated to the Closing Dateexist, and Seller shall use its reasonable best efforts to cause each such Seller Option to be converted into the right to receive from the Surviving Company an amount of cash equal to the product of (i) the number of Seller Common Shares subject to the Seller Option and (ii) the excess, if any, of the Common Merger Consideration over the exercise price per Seller Common Share of such option (the "Option Consideration"). Each outstanding agreement for the issuance of warrants ("Warrants") and the shares which would be issuable upon the exercise of such warrants (such shares, "Warrant Shares") shall be subject to the terms of this Agreement. Seller shall use its reasonable best efforts to cause each Warrant to be converted into the right to receive from the Surviving Company an amount of cash equal to the product of (i) the number of Warrant Shares and (ii) the excess, if any, of the Common Merger Consideration over the exercise price per Warrant Share of such Warrants (the "Warrant Consideration"). Prior to the Effective Time, Seller shall take all steps necessary to give written notice to each holder of a Seller Option and Warrant certificate that all Seller Options and Warrants shall expire effective as of immediately prior to the Effective Time and be converted into represented any such outstanding shares of Company Common Stock (a "Certificate") shall cease to have any rights with respect thereto, except the right to receive the Option Consideration or Warrant Consideration, as the case may be. The Surviving Company shall cause the Paying Agent (as defined below) to pay each holder of Seller Options and Warrants, promptly following the Effective Time, the Option Consideration or Warrant Consideration, as the case may be, for all Seller Options and of Warrant Shares held by such holder. The Seller Board or any committee thereof responsible for the administration of Seller's stock option plans or warrant plans shall take any and all action necessary to effectuate the matters described in this Section 1.7(b) on or before the Effective Time. Any amounts payable pursuant to this Section 1.7(b) shall be subject to any required withholding of taxes and shall be paid without interest. Parent agrees to provide the Surviving Company with sufficient funds to permit the Surviving Company to satisfy its obligations under this Section 1.7(b). (c) The Common Merger Consideration shall be decreased to the extent and in the circumstances described in Section 5.3 (a)(ii)(y) and (z), Section 5.3(c), Section 5.3(d), the last sentence upon surrender of Section 5.8 or the last sentence of Section 6.2(f). The Common Merger Consideration shall be increased by an amount (the "Closing Adjustment Amount") equal to: 50% of (i) consolidated cash, cash equivalents and marketable securities (valued equal to their market value) of Seller and its Subsidiaries, determined by Ernst & Young, LLP such Certificate in accordance with GAAPArticle IV, as or, in the case of Dissenting Shares, if any, the close of business on the fifth business day prior to Closing (the "Measurement Date"rights, specified in Section 3.01(d) minus (ii) consolidated cash, cash equivalents and marketable securities (valued equal to their market value) of Seller and its Subsidiaries, determined by Ernst & Young LLP in accordance with GAAP, as of June 30, 1999; minus (iii) the aggregate proceeds received by Seller and its Subsidiaries during the period after June 30, 1999 and on or prior to the Measurement Date of (x) any sales or other dispositions of assets of Seller or any of its Subsidiaries, (y) any incurrence of indebtedness or other non-equity financing by Seller or any of its Subsidiaries or (z) any issuances of equity interests by Seller orbelow.

Merger Consideration. (a) At the Merger Effective Time, by virtue of the Merger and without any further action on the part of ParentPurchaser Acquisition Entity, Buyer, Seller AMLI or the holders of the following securities: (i) AMLI Common Shareholders, each Seller AMLI Common Share (as defined in Section 2.3(a)) and each Preferred Share issued and outstanding immediately prior to the Merger Effective Time shall be converted into the right to receive $10.35 in cash as adjusted pursuant to Section 1.7(c) ("Common Merger Consideration"), without interest thereon, upon surrender of the certificate formerly representing such Share; and (ii) each Seller Preferred Share (as defined in Section 2.3(a)) issued and outstanding immediately prior to the Effective Time (other than Seller Preferred Shares held that is owned by Parent, Buyer AMLI or by any wholly-wholly owned Subsidiary of Parent or BuyerAMLI (other than, which in each case, shares in trust accounts, managed accounts, custodial accounts and the like that are beneficially owned by third parties) shall automatically be cancelled and retired and shall cease to exist, and no payment shall be made with respect thereto. (b) At the Merger Effective Time, by virtue of the Merger and without any further action The Preferred Merger Considerationon the part of Purchaser Acquisition Entity, together with AMLI or the AMLI Common Merger ConsiderationShareholders, is hereinafter referred to as the "Merger Consideration." (b) Each each AMLI Common Share issued and outstanding Seller Option (as defined in Section 2.3(b)) shall be subject immediately prior to the terms of this Agreement. As of the Merger Effective Time, each outstanding Seller Option, whether or not then vested or exercisableother than AMLI Common Shares cancelled pursuant to Section 1.4(a), shall have the expiration date thereof accelerated to the Closing Date, and Seller shall use its reasonable best efforts to cause each such Seller Option to automatically be converted into the right to receive from the Surviving Company an amount of in cash equal to the product sum of $37.75 per share plus an amount in cash equal to $0.48 multiplied by the quotient obtained by dividing (iA) the number of Seller days between the last day of the last quarter for which full quarterly dividends on the AMLI Common Shares subject to have been declared and paid and the Seller Option and Closing Date (iiincluding the Closing Date) by (B) the excesstotal number of days in the quarter in which the Closing Date occurs without interest (such sum, if anythe “Merger Consideration”), upon surrender of the Common Share Certificate formerly evidencing such share. All such AMLI Common Shares, when so converted, shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each holder of a Common Share Certificate representing any such shares shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration over to be paid in consideration therefor upon the exercise price per Seller surrender of such Common Share Certificates in accordance with Section 2.1, without interest. (c) At the Merger Effective Time, by virtue of such option the Merger and without any further action on the part of Purchaser Acquisition Entity, AMLI or the holders of Preferred Shares, (i) each Series B cumulative redeemable convertible preferred share of beneficial interest, par value $0.01 per share (the "Option Consideration"“Series B Preferred Shares”). Each , of AMLI issued and outstanding agreement for the issuance of warrants ("Warrants") and the shares which would be issuable upon the exercise of such warrants (such shares, "Warrant Shares") shall be subject immediately prior to the terms of this Agreement. Seller Merger Effective Time, other than Series B Preferred Shares cancelled pursuant to Section 1.4(a), shall use its reasonable best efforts to cause each Warrant to automatically be converted into the right to receive from the Surviving Company an amount of in cash equal to the product sum of $37.75 per share, plus a per share amount in cash equal to $0.48 multiplied by the quotient obtained by dividing (ix) the number of Warrant days between the last day of the last quarter for which full quarterly dividends on the AMLI Common Shares have been declared and paid and the Closing Date (including the Closing Date) by (y) the total number of days in the quarter in which the Closing Date occurs without interest (such sum, the “Series B Merger Consideration”) and (ii) each Series D cumulative convertible redeemable preferred share of beneficial interest, par value $0.01 per share (the excess“Series D Preferred Shares”, if anyand collectively with the Series B Preferred Shares, the “Preferred Shares”), of the Common Merger Consideration over the exercise price per Warrant Share of such Warrants (the "Warrant Consideration"). Prior AMLI issued and outstanding immediately prior to the Merger Effective Time, Seller other than Series D Preferred Shares cancelled pursuant to Section 1.4(a), shall take all steps necessary to give written notice to each holder of a Seller Option and Warrant that all Seller Options and Warrants shall expire effective as of the Effective Time and automatically be converted into the right to receive an amount in cash equal to the Option sum of $34.008975 per share, plus a per share amount in cash equal to $0.540625 multiplied by the quotient obtained by dividing (x) the number of days between the last day of the last quarter for which full quarterly dividends on the AMLI Common Shares have been declared and paid and the Closing Date (including the Closing Date) by (y) the total number of days in the quarter in which the Closing Date occurs without interest (such sum, the “Series D Merger Consideration”). All such Preferred Shares, when so converted, shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each holder of a Preferred Share Certificate representing any such Preferred Shares shall cease to have any rights with respect thereto, except the right to receive the Series B Merger Consideration or Warrant Series D Merger Consideration, as applicable, to be paid in consideration therefor upon the case may be. The Surviving Company shall cause surrender of such Preferred Share Certificates in accordance with Section 2.1, without interest. (d) At the Paying Agent (as defined below) to pay each holder of Seller Options and Warrants, promptly following the Merger Effective Time, by virtue of the Option Consideration Merger and without any further action on the part of Purchaser Acquisition Entity, AMLI or Warrant Consideration, as the case may be, for all Seller Options and of Warrant Shares held by such holder. The Seller Board or any committee thereof responsible for the administration of Seller's stock option plans or warrant plans shall take any and all action necessary to effectuate the matters described in this Section 1.7(b) on or before the Effective Time. Any amounts payable pursuant to this Section 1.7(b) shall be subject to any required withholding of taxes and shall be paid without interest. Parent agrees to provide the Surviving Company with sufficient funds to permit the Surviving Company to satisfy its obligations under this Section 1.7(b). (c) The AMLI Common Merger Consideration shall be decreased to the extent and in the circumstances described in Section 5.3 (a)(ii)(y) and (z), Section 5.3(c), Section 5.3(d)Shareholders, the last sentence of Section 5.8 or the last sentence of Section 6.2(f). The Common Merger Consideration shall be increased by an amount (the "Closing Adjustment Amount") equal to: 50% of (i) consolidated cash, cash equivalents and marketable securities (valued equal to their market value) of Seller and its Subsidiaries, determined by Ernst & Young, LLP limited liability company interest in accordance with GAAP, as of the close of business on the fifth business day prior to Closing (the "Measurement Date") minus (ii) consolidated cash, cash equivalents and marketable securities (valued equal to their market value) of Seller and its Subsidiaries, determined by Ernst & Young LLP in accordance with GAAP, as of June 30, 1999; minus (iii) the aggregate proceeds received by Seller and its Subsidiaries during the period after June 30, 1999 and on or Purchaser Acquisition Entity outstanding immediately prior to the Measurement Date of (x) any sales or other dispositions of assets of Seller or any of its Subsidiaries, (y) any incurrence of indebtedness or other non-equity financing by Seller or any of its Subsidiaries or (z) any issuances of equity interests by Seller orMerger Effective Time shall remain outstanding as a limited liability company interest in the Surviving Entity and shall constitute the only outstanding limited liability company interest in the Surviving Entity.

Merger Consideration. (a) At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Buyer, Seller any Party or the holders of the following securitiessecurities of SPAC, holders of the securities of the Company or holders of the securities of Merger Sub: (a) Each SPAC Unit issued and outstanding immediately prior to the Effective Time shall be automatically detached and the holder thereof shall be deemed to hold one (1) SPAC Share and one (1) SPAC Warrant that will entitle the holder thereof to purchase three-fourths (3/4) of a SPAC Share, which underlying securities shall be converted in accordance with the applicable terms of this Section 2.2. (b) Each SPAC Share issued and outstanding immediately prior to the Effective Time shall be converted automatically into the Per Share Consideration, following which all SPAC Shares shall automatically be canceled and shall cease to exist by virtue of the Merger. The holders of SPAC Shares outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such shares, except as provided herein or under applicable Law. (c) Each Sponsor Group Share issued and outstanding immediately prior to the Effective Time shall be automatically converted into the Per Share Consideration, following which all Sponsor Group Shares shall automatically be canceled and shall cease to exist by virtue of the Merger. Sponsor Group shall cease to have any rights with respect to such shares, except as provided herein or under applicable Law. (d) All rights with respect to SPAC Shares underlying SPAC Warrants shall be converted into rights with respect to Company Ordinary Shares and thereupon assumed by the Company. Accordingly, from and after the Effective Time: (i) each Seller Common SPAC Warrant assumed by the Company may be exercised solely for Company Ordinary Shares; (ii) the number of Company Ordinary Shares subject to each SPAC Warrant assumed by the Company shall be determined by multiplying (x) the number of SPAC Shares that were subject to such SPAC Warrant, as in effect immediately prior to the Effective Time, by (y) the Per Share Consideration, and rounding the resulting number down to the nearest whole number of Company Ordinary Shares; (iii) the per share exercise price for the Company Ordinary Shares issuable upon exercise of each SPAC Warrant assumed by the Company shall be determined by dividing (x) the exercise price per SPAC Share subject to such SPAC Warrant, as defined in effect immediately prior to the Effective Time, by (y) the Per Share Consideration; and (iv) any restriction on the exercise of any SPAC Warrant assumed by the Company shall continue in full force and effect and the term, exercisability, vesting schedule and other provisions of such SPAC Warrant shall otherwise remain unchanged; provided, however, that: (A) to the extent provided under the terms of a SPAC Warrant, such SPAC Warrant assumed by the Company in accordance with this Section 2.3(a)2.2(d) shall, in accordance with its terms, be subject to further adjustment as appropriate to reflect any stock split, division or subdivision of shares, stock dividend, reverse stock split, consolidation of shares, reclassification, recapitalization or other similar transaction with respect to Company Ordinary Shares subsequent to the Effective Time; and (B) the Company Board or a committee thereof shall succeed the authority and responsibility, if any, of the SPAC Board or any committee thereof with respect to each SPAC Warrant assumed by the Company. (e) Each issued and outstanding share of capital stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into the right to receive and become one validly issued, fully paid and non-assessable share of common stock, par value $10.35 in cash as adjusted pursuant to Section 1.7(c) ("Common Merger Consideration"), without interest thereon, upon surrender of the certificate formerly representing such Share; and (ii) each Seller Preferred Share (as defined in Section 2.3(a)) issued and outstanding immediately prior to the Effective Time (other than Seller Preferred Shares held by Parent, Buyer or any wholly-owned Subsidiary of Parent or Buyer, which shares by virtue of the Merger and without any action The Preferred Merger Consideration, together with the Common Merger Consideration, is hereinafter referred to as the "Merger Consideration." (b) Each outstanding Seller Option (as defined in Section 2.3(b)) shall be subject to the terms of this Agreement. As of the Effective Time, each outstanding Seller Option, whether or not then vested or exercisable, shall have the expiration date thereof accelerated to the Closing Date, and Seller shall use its reasonable best efforts to cause each such Seller Option to be converted into the right to receive from the Surviving Company an amount of cash equal to the product of (i) the number of Seller Common Shares subject to the Seller Option and (ii) the excess, if any0.0001 per share, of the Common Merger Consideration over Surviving Company, which shall constitute the exercise price per Seller Common Share only outstanding share of such option (the "Option Consideration"). Each outstanding agreement for the issuance capital stock of warrants ("Warrants") and the shares which would be issuable upon the exercise of such warrants (such shares, "Warrant Shares") shall be subject to the terms of this Agreement. Seller shall use its reasonable best efforts to cause each Warrant to be converted into the right to receive from the Surviving Company an amount of cash equal to the product of (i) the number of Warrant Shares and (ii) the excess, if any, of the Common Merger Consideration over the exercise price per Warrant Share of such Warrants (the "Warrant Consideration"). Prior to the Effective Time, Seller shall take all steps necessary to give written notice to each holder of a Seller Option and Warrant that all Seller Options and Warrants shall expire effective as of the Effective Time and be converted into the right to receive the Option Consideration or Warrant Consideration, as the case may be. The Surviving Company shall cause the Paying Agent (as defined below) to pay each holder of Seller Options and Warrants, promptly following the Effective Time, the Option Consideration or Warrant Consideration, as the case may be, for all Seller Options and of Warrant Shares held by such holder. The Seller Board or any committee thereof responsible for the administration of Seller's stock option plans or warrant plans shall take any and all action necessary to effectuate the matters described in this Section 1.7(b) on or before the Effective Time. Any amounts payable pursuant to this Section 1.7(b) shall be subject to any required withholding of taxes and shall be paid without interest. Parent agrees to provide the Surviving Company with sufficient funds to permit the Surviving Company to satisfy its obligations under this Section 1.7(b)Company. (c) The Common Merger Consideration shall be decreased to the extent and in the circumstances described in Section 5.3 (a)(ii)(y) and (z), Section 5.3(c), Section 5.3(d), the last sentence of Section 5.8 or the last sentence of Section 6.2(f). The Common Merger Consideration shall be increased by an amount (the "Closing Adjustment Amount") equal to: 50% of (i) consolidated cash, cash equivalents and marketable securities (valued equal to their market value) of Seller and its Subsidiaries, determined by Ernst & Young, LLP in accordance with GAAP, as of the close of business on the fifth business day prior to Closing (the "Measurement Date") minus (ii) consolidated cash, cash equivalents and marketable securities (valued equal to their market value) of Seller and its Subsidiaries, determined by Ernst & Young LLP in accordance with GAAP, as of June 30, 1999; minus (iii) the aggregate proceeds received by Seller and its Subsidiaries during the period after June 30, 1999 and on or prior to the Measurement Date of (x) any sales or other dispositions of assets of Seller or any of its Subsidiaries, (y) any incurrence of indebtedness or other non-equity financing by Seller or any of its Subsidiaries or (z) any issuances of equity interests by Seller or

Merger Consideration. The consideration for the Merger shall be the following (the "Merger Consideration"), subject to offset for Covered Indemnity Claims, as provided in Article 12 hereof: (a) At 133,333 shares of Parent Common (the Effective Time"Initial Stock Payment"); (i) Subject to Section 2.5(b)(ii), by virtue if the ask price for the Parent Common does not equal or exceed $15.00 per share ( the "Valuation Price")at any time during any one trading day during the one year period commencing on the Closing Date, Parent shall pay in cash to each holder of a share of Parent Common issued as part of the Merger and without any action Initial Stock Payment an amount equal to the difference between the closing ask price of Parent Common on the Stock Price Date and $15.00. This payment shall be made no later than 30 days after the Stock Price Date. (ii) In lieu of the payment under Section 2.5(b)(i), Parent, in its sole discretion, shall have the option, exercisable at any time prior to the Stock Price Date, to pay in cash to each holder of a share of Parent Common issued as part of Parentthe Initial Stock Payment an amount equal to the difference between the closing ask price of Parent Common on any trading day prior to the Stock Price Date and the Valuation Price. If this payment is made, Buyer, Seller or Parent shall send a notice with the holders payment indicating it has elected to make this payment within three Business Days of the following securitiesapplicable trading date; (c) Initial Notes in the aggregate principal amount of $2.0 million subject to adjustment pursuant to the terms thereof (the "Note Payment"). As set forth in the Initial Notes, Parent may in its sole discretion make all or any portion of the payments under the Initial Notes in shares of Parent Common (the "Note Payment Shares"). Any Note Payment Shares 15 issued shall be valued as set forth in the Initial Notes (the "Note Share Valuation"); and (d) Earn-out Notes in the aggregate principal amount of $12,000,000 subject to adjustment pursuant to the terms thereof (the "Earn-out Note Payment") consisting of: (i) each Seller Common Share (as defined Senior Earn-out Notes in Section 2.3(a)) issued and outstanding immediately prior the aggregate principal amount of $2,342,279 which are senior in the right of payment to the Effective Time shall be converted into the right to receive $10.35 in cash as adjusted pursuant to Section 1.7(c) Subordinated Earn-out Notes ("Common Merger Consideration"), without interest thereon, upon surrender of the certificate formerly representing such Share; and (ii) each Seller Preferred Share (as defined in Section 2.3(a)) issued and outstanding immediately prior to the Effective Time (other than Seller Preferred Shares held by Parent, Buyer or any wholly-owned Subsidiary of Parent or Buyer, which shares by virtue of the Merger and without any action The Preferred Merger Consideration, together with the Common Merger Consideration, is hereinafter referred to as the "Merger Consideration.Senior Earn-out Notes" (b) Each outstanding Seller Option (as defined in Section 2.3(b)) shall be subject to the terms of this Agreement. As of the Effective Time, each outstanding Seller Option, whether or not then vested or exercisable, shall have the expiration date thereof accelerated to the Closing Date, and Seller shall use its reasonable best efforts to cause each such Seller Option to be converted into the right to receive from the Surviving Company an amount of cash equal to the product of (i) the number of Seller Common Shares subject to the Seller Option and (ii) Subordinated Earn-out Notes in the excessaggregate principal amount of $9,657,721 which are subordinated in the right of payment to the Senior Earn-out Notes("Subordinated Earn-out Notes"). As set forth in the Earn-out Notes, if any, Parent may in its sole discretion make all or any portion of the payments under the Earn-out Notes in shares of Parent Common Merger Consideration over the exercise price per Seller Common Share of such option (the "Option ConsiderationEarn-out Payment Shares"). Each outstanding agreement for the issuance of warrants ("Warrants") and the shares which would be issuable upon the exercise of such warrants (such shares, "Warrant Shares") Any Earn-out Payment Shares issued shall be subject to valued as set forth in the terms of this Agreement. Seller shall use its reasonable best efforts to cause each Warrant to be converted into the right to receive from the Surviving Company an amount of cash equal to the product of (i) the number of Warrant Shares and (ii) the excess, if any, of the Common Merger Consideration over the exercise price per Warrant Share of such Warrants Earn-out Notes (the "Warrant ConsiderationEarn-out Note Share Valuation"). Prior to the Effective Time, Seller shall take all steps necessary to give written notice to each holder of a Seller Option and Warrant that all Seller Options and Warrants shall expire effective as of the Effective Time and be converted into the right to receive the Option Consideration or Warrant Consideration, as the case may be. The Surviving Company shall cause the Paying Agent (as defined below) to pay each holder of Seller Options and Warrants, promptly following the Effective Time, the Option Consideration or Warrant Consideration, as the case may be, for all Seller Options and of Warrant Shares held by such holder. The Seller Board or any committee thereof responsible for the administration of Seller's stock option plans or warrant plans shall take any and all action necessary to effectuate the matters described in this Section 1.7(b) on or before the Effective Time. Any amounts payable pursuant to this Section 1.7(b) shall be subject to any required withholding of taxes and shall be paid without interest. Parent agrees to provide the Surviving Company with sufficient funds to permit the Surviving Company to satisfy its obligations under this Section 1.7(b). (c) The Common Merger Consideration shall be decreased to the extent and in the circumstances described in Section 5.3 (a)(ii)(y) and (z), Section 5.3(c), Section 5.3(d), the last sentence of Section 5.8 or the last sentence of Section 6.2(f). The Common Merger Consideration shall be increased by an amount (the "Closing Adjustment Amount") equal to: 50% of (i) consolidated cash, cash equivalents and marketable securities (valued equal to their market value) of Seller and its Subsidiaries, determined by Ernst & Young, LLP in accordance with GAAP, as of the close of business on the fifth business day prior to Closing (the "Measurement Date") minus (ii) consolidated cash, cash equivalents and marketable securities (valued equal to their market value) of Seller and its Subsidiaries, determined by Ernst & Young LLP in accordance with GAAP, as of June 30, 1999; minus (iii) the aggregate proceeds received by Seller and its Subsidiaries during the period after June 30, 1999 and on or prior to the Measurement Date of (x) any sales or other dispositions of assets of Seller or any of its Subsidiaries, (y) any incurrence of indebtedness or other non-equity financing by Seller or any of its Subsidiaries or (z) any issuances of equity interests by Seller or

Merger Consideration. Subject to the provisions of this Restated Agreement and any applicable backup or other withholding requirements, each of the issued and outstanding shares (a"BIG STUFF SHARES") At of common stock, no par value per share, of Big Stuff ("BIG STUFF COMMON STOCK") as of the Effective Time shall be converted into the right to receive, and there shall be paid and issued as hereinafter provided, in exchange for the Big Stuff Shares, 415.584 shares (the "EXCHANGE RATIO") of Parent Common Stock, par value $.0001 per share ("PARENT COMMON STOCK"), plus cash in lieu of any fractional share as hereinafter provided (the "MERGER CONSIDERATION"). No fractional shares of Parent Common Stock shall be issued pursuant to the Merger nor will any fractional share interest involved entitle the holder thereof to vote, to receive dividends or to exercise any other rights as a shareholder of Parent. In lieu thereof, any Person who would otherwise be entitled to a fractional share of Parent Common Stock pursuant to the provisions hereof shall receive an amount in cash equal to the value of such fractional share. The value of such fractional share for purposes hereof shall be the product of such fraction multiplied by Five and 50/100 Dollars ($5.50). Each share of Big Stuff Common Stock held in the treasury of Big Stuff or by a wholly-owned subsidiary of Big Stuff shall be cancelled as of the Effective Time and no Merger Consideration shall be payable with respect thereto. From and after the Effective Time, there shall be no further transfers on the stock transfer books of Big Stuff of any of the Big Stuff Shares outstanding prior to the Effective Time. Subject to the provisions of this Restated Agreement, at the Effective Time, all the shares of Acquisition Subsidiary common stock outstanding immediately prior to the Merger shall be converted, by virtue of the Merger and without any action on the part of Parentthe holder thereof, Buyer, Seller or the holders into one share of the following securities: common stock of the Surviving Corporation (i) each Seller the "SURVIVING CORPORATION COMMON STOCK"), which one share of the Surviving Corporation Common Share (as defined in Section 2.3(a)) Stock shall constitute all of the issued and outstanding immediately prior to the Effective Time shall be converted into the right to receive $10.35 in cash as adjusted pursuant to Section 1.7(c) ("Common Merger Consideration"), without interest thereon, upon surrender capital stock of the certificate formerly representing such Share; and (ii) each Seller Preferred Share (as defined in Section 2.3(a)) issued and outstanding immediately prior to the Effective Time (other than Seller Preferred Shares held by Parent, Buyer or any wholly-owned Subsidiary of Parent or Buyer, which shares by virtue of the Merger and without any action The Preferred Merger Consideration, together with the Common Merger Consideration, is hereinafter referred to as the "Merger ConsiderationSurviving Corporation." (b) Each outstanding Seller Option (as defined in Section 2.3(b)) shall be subject to the terms of this Agreement. As of the Effective Time, each outstanding Seller Option, whether or not then vested or exercisable, shall have the expiration date thereof accelerated to the Closing Date, and Seller shall use its reasonable best efforts to cause each such Seller Option to be converted into the right to receive from the Surviving Company an amount of cash equal to the product of (i) the number of Seller Common Shares subject to the Seller Option and (ii) the excess, if any, of the Common Merger Consideration over the exercise price per Seller Common Share of such option (the "Option Consideration"). Each outstanding agreement for the issuance of warrants ("Warrants") and the shares which would be issuable upon the exercise of such warrants (such shares, "Warrant Shares") shall be subject to the terms of this Agreement. Seller shall use its reasonable best efforts to cause each Warrant to be converted into the right to receive from the Surviving Company an amount of cash equal to the product of (i) the number of Warrant Shares and (ii) the excess, if any, of the Common Merger Consideration over the exercise price per Warrant Share of such Warrants (the "Warrant Consideration"). Prior to the Effective Time, Seller shall take all steps necessary to give written notice to each holder of a Seller Option and Warrant that all Seller Options and Warrants shall expire effective as of the Effective Time and be converted into the right to receive the Option Consideration or Warrant Consideration, as the case may be. The Surviving Company shall cause the Paying Agent (as defined below) to pay each holder of Seller Options and Warrants, promptly following the Effective Time, the Option Consideration or Warrant Consideration, as the case may be, for all Seller Options and of Warrant Shares held by such holder. The Seller Board or any committee thereof responsible for the administration of Seller's stock option plans or warrant plans shall take any and all action necessary to effectuate the matters described in this Section 1.7(b) on or before the Effective Time. Any amounts payable pursuant to this Section 1.7(b) shall be subject to any required withholding of taxes and shall be paid without interest. Parent agrees to provide the Surviving Company with sufficient funds to permit the Surviving Company to satisfy its obligations under this Section 1.7(b). (c) The Common Merger Consideration shall be decreased to the extent and in the circumstances described in Section 5.3 (a)(ii)(y) and (z), Section 5.3(c), Section 5.3(d), the last sentence of Section 5.8 or the last sentence of Section 6.2(f). The Common Merger Consideration shall be increased by an amount (the "Closing Adjustment Amount") equal to: 50% of (i) consolidated cash, cash equivalents and marketable securities (valued equal to their market value) of Seller and its Subsidiaries, determined by Ernst & Young, LLP in accordance with GAAP, as of the close of business on the fifth business day prior to Closing (the "Measurement Date") minus (ii) consolidated cash, cash equivalents and marketable securities (valued equal to their market value) of Seller and its Subsidiaries, determined by Ernst & Young LLP in accordance with GAAP, as of June 30, 1999; minus (iii) the aggregate proceeds received by Seller and its Subsidiaries during the period after June 30, 1999 and on or prior to the Measurement Date of (x) any sales or other dispositions of assets of Seller or any of its Subsidiaries, (y) any incurrence of indebtedness or other non-equity financing by Seller or any of its Subsidiaries or (z) any issuances of equity interests by Seller or

Merger Consideration. (a) 2.1.1 At the Effective Time, by virtue of the Merger and without any action on the part of Parent, BuyerTrintech, Seller Inc., Merger Sub, the Company or the holders of any of the following securities: (ia) each Seller Common Share share of the Company’s Series C-1 Stock issued and outstanding, if any, as of the Effective Time (other than Dissenting Shares (as defined in Section 2.3(a2.4)) shall, by virtue of the Merger and without any action on the part of the holders of Series C-1 Stock, be cancelled and terminated and converted into the right to receive an amount of cash equal to the Series C-1 Per Share Consideration (as defined in Section 2.1.2 below); (b) each share of the Company’s Series B-1 Stock issued and outstanding, if any, as of the Effective Time (other than Dissenting Shares (as defined in Section 2.4)) shall, by virtue of the Merger and without any action on the part of the holders of Series B-1 Stock, be cancelled and terminated and converted into the right to receive an amount cash equal to the Series B-1 Per Share Consideration (as defined in Section 2.1.2) below); (c) each share of the Company’s Common Stock, Series A-1 Stock, and Series A-2 Stock issued and outstanding, if any, as of the Effective Time (other than Dissenting Shares (as defined in Section 2.4)) shall, by virtue of the Merger and without any action on the part of the holders of such Common Stock, Series A-1 Stock, and Series A-2 Stock, be cancelled and extinguished without any conversion thereof and no payment or distribution shall be made with respect thereto; (d) each share of Common Stock held in the treasury of the Company immediately prior to the Effective Time shall be cancelled and extinguished without any conversion thereof and no payment or distribution shall be made with respect thereto; and (e) each share of Common Stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into the right to receive $10.35 in cash as adjusted pursuant to Section 1.7(c) ("and exchanged for one validly issued, fully paid and nonassessable share of Common Merger Consideration"), without interest thereon, upon surrender Stock of the certificate formerly representing such Share; andSurviving Corporation. The stock certificates evidencing shares of Common Stock of Merger Sub shall thereafter evidence ownership of the outstanding shares of Common Stock of the Surviving Corporation. (iif) each Seller Preferred Share (Attached hereto as defined in Section 2.3(a)Schedule 2.1.1(f) issued and outstanding immediately prior to is a schedule reflecting the Effective Time (other than Seller Preferred Shares held by Parent, Buyer or any wholly-owned Subsidiary percentage of Parent or Buyer, which shares by virtue of the Merger and without any action The Preferred Merger Consideration, together with the Common Merger Consideration, is hereinafter referred to as the "Merger Consideration." (b) Each outstanding Seller Option (as defined in Section 2.3(b)) shall be subject to the terms of this Agreement. As of the Effective Time, each outstanding Seller Option, whether or not then vested or exercisable, shall have the expiration date thereof accelerated to the Closing Date, and Seller shall use its reasonable best efforts to cause each such Seller Option to be converted into the right to receive from the Surviving Company an amount of cash equal to the product of (i) the number of Seller Common Shares subject to the Seller Option and (ii) the excess, if any, of the Common Aggregate Merger Consideration over the exercise price per Seller Common Share of such option (the "Option Consideration"). Each outstanding agreement for the issuance of warrants ("Warrants") and the shares which would be issuable upon the exercise of such warrants (such shares, "Warrant Shares") shall be subject to the terms of this Agreement. Seller shall use its reasonable best efforts to cause each Warrant to be converted into the right to receive from the Surviving Company an amount of cash equal to the product of (i) the number of Warrant Shares and (ii) the excess, if any, of the Common “Aggregate Merger Consideration over the exercise price per Warrant Share of such Warrants (the "Warrant Consideration"). Prior to the Effective Time, Seller shall take all steps necessary to give written notice Spreadsheet”) allocated to each holder of a Seller Option and Warrant that all Seller Options and Warrants shall expire effective the Company Stock (as of the Effective Time and be converted into the right to receive the Option Consideration or Warrant Consideration, as the case may be. The Surviving Company shall cause the Paying Agent (as defined below) to pay each holder of Seller Options and Warrants, promptly following the Effective Time, the Option Consideration or Warrant Consideration, as the case may be, for all Seller Options and of Warrant Shares held by such holder. The Seller Board or any committee thereof responsible for the administration of Seller's stock option plans or warrant plans shall take any and all action necessary to effectuate the matters described in this Section 1.7(b) on or before the Effective Time. Any amounts payable pursuant to this Section 1.7(b) shall be subject to any required withholding of taxes and shall be paid without interest. Parent agrees to provide the Surviving Company with sufficient funds to permit the Surviving Company to satisfy its obligations under this Section 1.7(b). (c) The Common Merger Consideration shall be decreased to the extent and date hereof in the circumstances described in Section 5.3 (a)(ii)(yCompany’s transfer books) and (z), Section 5.3(c), Section 5.3(d), the last sentence of Section 5.8 or the last sentence of Section 6.2(f). The Common Merger Consideration shall be increased by an amount (the "Closing Adjustment Amount") equal to: 50% of (i) consolidated cash, cash equivalents and marketable securities (valued equal to their market value) of Seller and its Subsidiaries, determined by Ernst & Young, LLP in accordance with GAAPthe terms hereof as if the Effective Time were the date hereof. The Company shall deliver to Trintech, as Inc. at Closing a revised Schedule 2.1.1(f) that will take into account allocation of the close of business on Cash Consideration, and which may include payments to persons other than the fifth business day prior to Closing (Senior Preferred Shareholders. 2.1.2 As used in this Agreement, the "Measurement Date") minus (ii) consolidated cash, cash equivalents and marketable securities (valued equal to their market value) of Seller and its Subsidiaries, determined by Ernst & Young LLP in accordance with GAAP, as of June 30, 1999; minus (iii) following terms have the aggregate proceeds received by Seller and its Subsidiaries during the period after June 30, 1999 and on or prior to the Measurement Date of (x) any sales or other dispositions of assets of Seller or any of its Subsidiaries, (y) any incurrence of indebtedness or other non-equity financing by Seller or any of its Subsidiaries or (z) any issuances of equity interests by Seller orfollowing meanings:

Merger Consideration. (a) At Subject to the provisions of this Agreement and any applicable backup or other withholding requirements, each of the issued and outstanding shares ("Target Shares") of common stock, par value $0.01 per share, of Target ("Target Common Stock") (other than shares canceled pursuant to Section 1.3(b) and Dissenting Shares (as hereinafter defined), if any) as of the Effective Time shall by virtue of the Merger and without any action on part of the holder thereof, be converted into the right to receive, and there shall be paid as hereinafter provided, in exchange for each of the Target Shares, $28.00 in cash (the "Merger Consideration"), payable to the holder thereof, without interest thereon, upon the surrender of the certificate formerly representing such Target Share in the manner provided in Section 1.6. (b) Each share of Target Common Stock issued and outstanding immediately prior to the Effective Time that is owned by Acquiror or Acquisition Subsidiary and each share of Target Common Stock held in the treasury of Target or by a wholly owned subsidiary of Target shall be canceled as of the Effective Time and no Merger Consideration shall be payable with respect thereto. From and after the Effective Time, there shall be no further transfers on the stock transfer books of Target of any of the Target Shares outstanding prior to the Effective Time. If, after the Effective Time, Certificates (as hereinafter defined) are presented to the Surviving Corporation, they shall be canceled and exchanged for the Merger Consideration provided for in, and in accordance with the procedures set forth in, this Agreement. (c) Subject to the provisions of this Agreement, at the Effective Time, the shares of Acquisition Subsidiary common stock outstanding immediately prior to the Merger shall be converted, by virtue of the Merger and without any action on the part of Parentthe holder thereof, Buyerinto one validly issued, Seller or the holders fully paid and nonassessable share of the following securities: common stock of the Surviving Corporation (i) each Seller the "Surviving Corporation Common Share (as defined in Section 2.3(aStock")) , which share of the Surviving Corporation Common Stock shall constitute all of the issued and outstanding immediately prior to the Effective Time shall be converted into the right to receive $10.35 in cash as adjusted pursuant to Section 1.7(c) ("Common Merger Consideration"), without interest thereon, upon surrender capital stock of the certificate formerly representing such Share; and (ii) each Seller Preferred Share (as defined in Section 2.3(a)) issued and outstanding immediately prior to the Effective Time (other than Seller Preferred Shares held by Parent, Buyer or any wholly-owned Subsidiary of Parent or Buyer, which shares by virtue of the Merger and without any action The Preferred Merger Consideration, together with the Common Merger Consideration, is hereinafter referred to as the "Merger ConsiderationSurviving Corporation." (b) Each outstanding Seller Option (as defined in Section 2.3(b)) shall be subject to the terms of this Agreement. As of the Effective Time, each outstanding Seller Option, whether or not then vested or exercisable, shall have the expiration date thereof accelerated to the Closing Date, and Seller shall use its reasonable best efforts to cause each such Seller Option to be converted into the right to receive from the Surviving Company an amount of cash equal to the product of (i) the number of Seller Common Shares subject to the Seller Option and (ii) the excess, if any, of the Common Merger Consideration over the exercise price per Seller Common Share of such option (the "Option Consideration"). Each outstanding agreement for the issuance of warrants ("Warrants") and the shares which would be issuable upon the exercise of such warrants (such shares, "Warrant Shares") shall be subject to the terms of this Agreement. Seller shall use its reasonable best efforts to cause each Warrant to be converted into the right to receive from the Surviving Company an amount of cash equal to the product of (i) the number of Warrant Shares and (ii) the excess, if any, of the Common Merger Consideration over the exercise price per Warrant Share of such Warrants (the "Warrant Consideration"). Prior to the Effective Time, Seller shall take all steps necessary to give written notice to each holder of a Seller Option and Warrant that all Seller Options and Warrants shall expire effective as of the Effective Time and be converted into the right to receive the Option Consideration or Warrant Consideration, as the case may be. The Surviving Company shall cause the Paying Agent (as defined below) to pay each holder of Seller Options and Warrants, promptly following the Effective Time, the Option Consideration or Warrant Consideration, as the case may be, for all Seller Options and of Warrant Shares held by such holder. The Seller Board or any committee thereof responsible for the administration of Seller's stock option plans or warrant plans shall take any and all action necessary to effectuate the matters described in this Section 1.7(b) on or before the Effective Time. Any amounts payable pursuant to this Section 1.7(b) shall be subject to any required withholding of taxes and shall be paid without interest. Parent agrees to provide the Surviving Company with sufficient funds to permit the Surviving Company to satisfy its obligations under this Section 1.7(b). (c) The Common Merger Consideration shall be decreased to the extent and in the circumstances described in Section 5.3 (a)(ii)(y) and (z), Section 5.3(c), Section 5.3(d), the last sentence of Section 5.8 or the last sentence of Section 6.2(f). The Common Merger Consideration shall be increased by an amount (the "Closing Adjustment Amount") equal to: 50% of (i) consolidated cash, cash equivalents and marketable securities (valued equal to their market value) of Seller and its Subsidiaries, determined by Ernst & Young, LLP in accordance with GAAP, as of the close of business on the fifth business day prior to Closing (the "Measurement Date") minus (ii) consolidated cash, cash equivalents and marketable securities (valued equal to their market value) of Seller and its Subsidiaries, determined by Ernst & Young LLP in accordance with GAAP, as of June 30, 1999; minus (iii) the aggregate proceeds received by Seller and its Subsidiaries during the period after June 30, 1999 and on or prior to the Measurement Date of (x) any sales or other dispositions of assets of Seller or any of its Subsidiaries, (y) any incurrence of indebtedness or other non-equity financing by Seller or any of its Subsidiaries or (z) any issuances of equity interests by Seller or

Merger Consideration. (a) At As of the Effective Time, by virtue of the Merger and without any further action on the part of Parentany holder of Units or Phantom Units or any member of Merger Sub, (a) each Unit or Phantom Unit held by Buyer, Seller Merger Sub, or the holders by any member of the following securities: Company Group in treasury, not issued or outstanding or otherwise, shall be canceled and retired and shall cease to exist, and no consideration shall be delivered or receivable in exchange therefore, (ib) each Seller Common Share (as defined in Section 2.3(a)) other Unit or Phantom Unit issued and outstanding immediately prior to the Effective Time shall be converted into and represent the right right, in full satisfaction of the rights of the holder thereof, to receive $10.35 in cash as adjusted pursuant to Section 1.7(c(i) ("Common Merger Consideration"), without interest thereon, upon surrender of the certificate formerly representing such Share; and (ii) each Seller Preferred Share (as defined in Section 2.3(a)) issued and outstanding immediately prior to the Effective Time (other than Seller Preferred Shares held by Parent, Buyer or any wholly-owned Subsidiary of Parent or Buyer, which shares by virtue of the Merger and without any action The Preferred Merger Consideration, together with the Common Merger Consideration, is hereinafter referred to as the "Merger Consideration." (b) Each outstanding Seller Option (as defined in Section 2.3(b)) shall be subject to the terms of this Agreement. As of the Effective Time, each outstanding Seller Option, whether or not then vested or exercisable, shall have the expiration date thereof accelerated to the Closing Date, and Seller shall use its reasonable best efforts to cause each such Seller Option to be converted into the right to receive from the Surviving Company an amount of in cash equal to the product amount that would be receivable in respect of such Unit or Phantom Unit pursuant to, and in accordance with the rights and obligations set forth in, the LLC Agreement and the Management Incentive Plan in a complete liquidation of the Company where the liquidation proceeds are equal to the Adjusted Merger Consideration less the Escrow Amount (the amount receivable in respect of a particular Unit or Phantom Unit pursuant to this clause (i) the number of Seller Common Shares subject to the Seller Option ), that Unit or Phantom Unit’s “Allocable Closing Merger Consideration”), and (ii) to the excessextent applicable, if any, a portion of the Common balance of the Escrow Amount in accordance with Section 8.10, in each case after taking into account the cancellation of Units and Phantom Units pursuant to clause (a) of this Section 3.1 and determined in accordance with the methodologies used in Section 3.1 of the Disclosure Schedule (which, by way of example, sets forth a calculation of the Allocable Closing Merger Consideration, including the amount payable to holders of the Preferred Phantom Units, which derive their value pursuant to the Management Incentive Plan based on the value of the Adjusted Merger Consideration, that would be payable if the Effective Time occurred on August 15, 2007 and the Adjusted Merger Consideration over was equal to the exercise price per Seller Common Share of such option (the "Option Base Merger Consideration"). Each outstanding agreement for the issuance of warrants ("Warrants") and the shares which would be issuable upon the exercise (c) each issued and outstanding limited liability company interest of such warrants (such shares, "Warrant Shares") Merger Sub shall be subject to the terms of this Agreement. Seller shall use its reasonable best efforts to cause each Warrant to be converted into the right to receive from and become one fully paid and nonassessable limited liability company interest of the Surviving Company an amount of cash equal to the product of (i) the number of Warrant Shares and (ii) the excess, if any, of the Common Merger Consideration over the exercise price per Warrant Share of such Warrants (the "Warrant Consideration"). Prior to the Effective Time, Seller shall take all steps necessary to give written notice to each holder of a Seller Option and Warrant that all Seller Options and Warrants shall expire effective as of the Effective Time and be converted into the right to receive the Option Consideration or Warrant Consideration, as the case may be. The Surviving Company shall cause the Paying Agent (as defined below) to pay each holder of Seller Options and Warrants, promptly following the Effective Time, the Option Consideration or Warrant Consideration, as the case may be, for all Seller Options and of Warrant Shares held by such holder. The Seller Board or any committee thereof responsible for the administration of Seller's stock option plans or warrant plans shall take any and all action necessary to effectuate the matters described in this Section 1.7(b) on or before the Effective Time. Any amounts payable pursuant to this Section 1.7(b) shall be subject to any required withholding of taxes and shall be paid without interest. Parent agrees to provide the Surviving Company with sufficient funds to permit the Surviving Company to satisfy its obligations under this Section 1.7(b)Company. (c) The Common Merger Consideration shall be decreased to the extent and in the circumstances described in Section 5.3 (a)(ii)(y) and (z), Section 5.3(c), Section 5.3(d), the last sentence of Section 5.8 or the last sentence of Section 6.2(f). The Common Merger Consideration shall be increased by an amount (the "Closing Adjustment Amount") equal to: 50% of (i) consolidated cash, cash equivalents and marketable securities (valued equal to their market value) of Seller and its Subsidiaries, determined by Ernst & Young, LLP in accordance with GAAP, as of the close of business on the fifth business day prior to Closing (the "Measurement Date") minus (ii) consolidated cash, cash equivalents and marketable securities (valued equal to their market value) of Seller and its Subsidiaries, determined by Ernst & Young LLP in accordance with GAAP, as of June 30, 1999; minus (iii) the aggregate proceeds received by Seller and its Subsidiaries during the period after June 30, 1999 and on or prior to the Measurement Date of (x) any sales or other dispositions of assets of Seller or any of its Subsidiaries, (y) any incurrence of indebtedness or other non-equity financing by Seller or any of its Subsidiaries or (z) any issuances of equity interests by Seller or

Merger Consideration. (a) At the Effective Time, by virtue Upon surrender of the Merger and without any action on the part of Parent, Buyer, Seller or the holders of the following securities: (i) each Seller Common Share (as defined in Section 2.3(a)) issued and outstanding immediately prior a Certificate for cancellation to the Effective Time shall Exchange Agent or to such other agent or agents as may be converted into the right to receive $10.35 in cash appointed by Acquisition, together with a letter of transmittal, duly executed, and such other customary documents as adjusted may be required pursuant to Section 1.7(c) such instructions (collectively, the "Common Merger ConsiderationTransmittal Documents"), the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration for each share of Common Stock formerly represented by such Certificate, without any interest thereon, upon surrender of the certificate formerly representing such Share; and (ii) each Seller Preferred Share (as defined in Section 2.3(a)) issued and outstanding immediately prior to the Effective Time (other than Seller Preferred Shares held by Parent, Buyer or any wholly-owned Subsidiary of Parent or Buyer, which shares by virtue of the Merger and without any action The Preferred Merger Consideration, together with the Common Merger Consideration, is hereinafter referred to as the "Merger Consideration." (b) Each outstanding Seller Option (as defined in Section 2.3(b)) shall be subject to the terms of this Agreement. As of the Effective Time, each outstanding Seller Option, whether or not then vested or exercisable, shall have the expiration date thereof accelerated to the Closing Date, and Seller shall use its reasonable best efforts to cause each such Seller Option to be converted into the right to receive from the Surviving Company an amount of cash equal to the product of (i) the number of Seller Common Shares subject to the Seller Option and (ii) the excess, if any, of the Common Merger Consideration over the exercise price per Seller Common Share of such option (the "Option Consideration"). Each outstanding agreement for the issuance of warrants ("Warrants") and the shares which would be issuable upon the exercise of such warrants (such shares, "Warrant Shares") shall be subject to the terms of this Agreement. Seller shall use its reasonable best efforts to cause each Warrant to be converted into the right to receive from the Surviving Company an amount of cash equal to the product of (i) the number of Warrant Shares and (ii) the excess, if any, of the Common Merger Consideration over the exercise price per Warrant Share of such Warrants (the "Warrant Consideration"). Prior to the Effective Time, Seller shall take all steps necessary to give written notice to each holder of a Seller Option and Warrant that all Seller Options and Warrants shall expire effective as of the Effective Time and be converted into the right to receive the Option Consideration or Warrant Consideration, as the case may be. The Surviving Company shall cause the Paying Agent (as defined below) to pay each holder of Seller Options and Warrants, promptly following the Effective Time, the Option Consideration or Warrant Consideration, as the case may be, for all Seller Options and of Warrant Shares held by such holder. The Seller Board or any committee thereof responsible for the administration of Seller's stock option plans or warrant plans shall take any and all action necessary to effectuate the matters described in this Section 1.7(b) on or before the Effective Time. Any amounts payable pursuant to this Section 1.7(b) shall be subject to less any required withholding of taxes taxes, and the Certificate so surrendered shall thereupon be paid without interestcanceled. Parent agrees to provide In the Surviving Company with sufficient funds to permit event of a transfer of ownership of shares of Common Stock which is not registered in the Surviving Company to satisfy its obligations under this Section 1.7(b). (c) The Common transfer records of the Company, the Merger Consideration shall may be decreased to the extent issued and in the circumstances described in Section 5.3 (a)(ii)(y) and (z), Section 5.3(c), Section 5.3(d), the last sentence of Section 5.8 or the last sentence of Section 6.2(f). The Common Merger Consideration shall be increased by an amount (the "Closing Adjustment Amount") equal to: 50% of (i) consolidated cash, cash equivalents and marketable securities (valued equal to their market value) of Seller and its Subsidiaries, determined by Ernst & Young, LLP paid in accordance with GAAP, as this Article III to the transferee of such shares if the Certificate evidencing such shares of Common Stock is presented to the Exchange Agent and is properly endorsed or otherwise in proper form for transfer. The signature on the Certificate or any related stock power must be properly guaranteed and the person requesting payment of the close Merger Consideration must either pay any transfer or other taxes required by reason of business the payment to a person other than the registered holder of the Certificate so surrendered or establish to the Surviving Corporation that such tax has been paid or is not applicable. The Merger Consideration will be delivered by the Exchange Agent as promptly as practicable following surrender of a Certificate and the related Transmittal Documents. Cash payments may be made by check unless otherwise required by a depositary institution in connection with the book-entry delivery of securities. No interest will be payable on the fifth business day prior to Closing (the "Measurement Date") minus (ii) consolidated cash, cash equivalents and marketable securities (valued equal to their market value) of Seller and its Subsidiaries, determined by Ernst & Young LLP such Merger Consideration. Until surrendered in accordance with GAAPthis Section 3.02, each Certificate shall be deemed at any time after the Effective Time to evidence only the right to receive, upon such surrender, the Merger Consideration for each share of Common Stock formerly represented by such Certificate. The Exchange Fund shall not be used for any purpose other than as of June 30set forth in this Article III. Any interest, 1999; minus (iii) the aggregate proceeds received by Seller and its Subsidiaries during the period after June 30, 1999 and on or prior to the Measurement Date of (x) any sales dividends or other dispositions income earned on the investment of assets cash held in the Exchange Fund shall be for the account of Seller or any of its Subsidiaries, (y) any incurrence of indebtedness or other non-equity financing by Seller or any of its Subsidiaries or (z) any issuances of equity interests by Seller orthe Surviving Corporation.

Merger Consideration. Subject to the provisions of this Restated Agreement and any applicable backup or other withholding requirements, each of the issued and outstanding shares (a"WEB SHARES") At of common stock, no par value per share, of Web ("WEB COMMON STOCK") as of the Effective Time shall be converted into the right to receive, and there shall be paid and issued as hereinafter provided, in exchange for the Web Shares, 309.0909 shares (the "EXCHANGE RATIO") of Parent Common Stock, par value $.0001 per share ("PARENT COMMON STOCK"), plus cash in lieu of any fractional share as hereinafter provided (the "MERGER CONSIDERATION"). The Exchange Ratio is calculated based on the assumption that all outstanding options and warrants to purchase Web Common Stock will be exercised effective on or before the Closing Date. If any of such options or warrants are not so exercised, the Exchange Ratio shall be increased to reflect the actual number of shares of Web Common Stock issued and outstanding as of the Closing Date; PROVIDED, HOWEVER, that Parent shall have no obligation with respect to any such unexercised options and warrants. No fractional shares of Parent Common Stock shall be issued pursuant to the Merger nor will any fractional share interest involved entitle the holder thereof to vote, to receive dividends or to exercise any other rights as a shareholder of Parent. In lieu thereof, any Person who would otherwise be entitled to a fractional share of Parent Common Stock pursuant to the provisions hereof shall receive an amount in cash equal to the value of such fractional share. The value of such fractional share for purposes hereof shall be the product of such fraction multiplied by Five and 50/100 Dollars ($5.50). Each share of Web Common Stock held in the treasury of Web or by a wholly-owned subsidiary of Web shall be cancelled as of the Effective Time and no Merger Consideration shall be payable with respect thereto. From and after the Effective Time, there shall be no further transfers on the stock transfer books of Web of any of the Web Shares outstanding prior to the Effective Time. Subject to the provisions of this Restated Agreement, at the Effective Time, all the shares of Acquisition Subsidiary common stock outstanding immediately prior to the Merger shall be converted, by virtue of the Merger and without any action on the part of Parentthe holder thereof, Buyer, Seller or the holders into one share of the following securities: common stock of the Surviving Corporation (i) each Seller the "SURVIVING CORPORATION COMMON STOCK"), which one share of the Surviving Corporation Common Share (as defined in Section 2.3(a)) Stock shall constitute all of the issued and outstanding immediately prior to the Effective Time shall be converted into the right to receive $10.35 in cash as adjusted pursuant to Section 1.7(c) ("Common Merger Consideration"), without interest thereon, upon surrender capital stock of the certificate formerly representing such Share; and (ii) each Seller Preferred Share (as defined in Section 2.3(a)) issued and outstanding immediately prior to the Effective Time (other than Seller Preferred Shares held by Parent, Buyer or any wholly-owned Subsidiary of Parent or Buyer, which shares by virtue of the Merger and without any action The Preferred Merger Consideration, together with the Common Merger Consideration, is hereinafter referred to as the "Merger ConsiderationSurviving Corporation." (b) Each outstanding Seller Option (as defined in Section 2.3(b)) shall be subject to the terms of this Agreement. As of the Effective Time, each outstanding Seller Option, whether or not then vested or exercisable, shall have the expiration date thereof accelerated to the Closing Date, and Seller shall use its reasonable best efforts to cause each such Seller Option to be converted into the right to receive from the Surviving Company an amount of cash equal to the product of (i) the number of Seller Common Shares subject to the Seller Option and (ii) the excess, if any, of the Common Merger Consideration over the exercise price per Seller Common Share of such option (the "Option Consideration"). Each outstanding agreement for the issuance of warrants ("Warrants") and the shares which would be issuable upon the exercise of such warrants (such shares, "Warrant Shares") shall be subject to the terms of this Agreement. Seller shall use its reasonable best efforts to cause each Warrant to be converted into the right to receive from the Surviving Company an amount of cash equal to the product of (i) the number of Warrant Shares and (ii) the excess, if any, of the Common Merger Consideration over the exercise price per Warrant Share of such Warrants (the "Warrant Consideration"). Prior to the Effective Time, Seller shall take all steps necessary to give written notice to each holder of a Seller Option and Warrant that all Seller Options and Warrants shall expire effective as of the Effective Time and be converted into the right to receive the Option Consideration or Warrant Consideration, as the case may be. The Surviving Company shall cause the Paying Agent (as defined below) to pay each holder of Seller Options and Warrants, promptly following the Effective Time, the Option Consideration or Warrant Consideration, as the case may be, for all Seller Options and of Warrant Shares held by such holder. The Seller Board or any committee thereof responsible for the administration of Seller's stock option plans or warrant plans shall take any and all action necessary to effectuate the matters described in this Section 1.7(b) on or before the Effective Time. Any amounts payable pursuant to this Section 1.7(b) shall be subject to any required withholding of taxes and shall be paid without interest. Parent agrees to provide the Surviving Company with sufficient funds to permit the Surviving Company to satisfy its obligations under this Section 1.7(b). (c) The Common Merger Consideration shall be decreased to the extent and in the circumstances described in Section 5.3 (a)(ii)(y) and (z), Section 5.3(c), Section 5.3(d), the last sentence of Section 5.8 or the last sentence of Section 6.2(f). The Common Merger Consideration shall be increased by an amount (the "Closing Adjustment Amount") equal to: 50% of (i) consolidated cash, cash equivalents and marketable securities (valued equal to their market value) of Seller and its Subsidiaries, determined by Ernst & Young, LLP in accordance with GAAP, as of the close of business on the fifth business day prior to Closing (the "Measurement Date") minus (ii) consolidated cash, cash equivalents and marketable securities (valued equal to their market value) of Seller and its Subsidiaries, determined by Ernst & Young LLP in accordance with GAAP, as of June 30, 1999; minus (iii) the aggregate proceeds received by Seller and its Subsidiaries during the period after June 30, 1999 and on or prior to the Measurement Date of (x) any sales or other dispositions of assets of Seller or any of its Subsidiaries, (y) any incurrence of indebtedness or other non-equity financing by Seller or any of its Subsidiaries or (z) any issuances of equity interests by Seller or

Merger Consideration. (a) At the Effective Time, the TTI Shares issued and outstanding immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of Parent▇▇▇▇, Buyer, Seller or the holders of the following securities: (i) each Seller Common Share (as defined in Section 2.3(a)) issued and outstanding immediately prior to the Effective Time shall be converted into and represent the right to receive receive, in the aggregate, $10.35 in cash as adjusted pursuant to Section 1.7(c) 794,985 ("Common Merger Consideration"), without interest thereon, upon surrender of the certificate formerly representing such Share; and (ii) each Seller Preferred Share (as defined in Section 2.3(a)) issued and outstanding immediately prior to the Effective Time (other than Seller Preferred Shares held by Parent, Buyer or any wholly-owned Subsidiary of Parent or Buyer, which shares by virtue of the Merger and without any action The Preferred Merger Consideration, together with the Common Merger Consideration, is aggregate consideration hereinafter referred to as the "Merger Consideration")." (b) Each outstanding Seller Option The Merger Consideration will be payable as follows: (as defined i) by the payment of $253,985 in Section 2.3(b)cash at the Effective Time, of which $94,985 will be directed to be paid to the Surviving Corporation in satisfaction of all amounts owing by ▇▇▇▇ to TTI; (ii) shall be by the delivery of the Note at the Effective Time; and (iii) by the delivery of the WaveRider Merger Shares at the Effective Time, subject to the terms of this Agreement. As of the Effective Time, each outstanding Seller Option, whether or not then vested or exercisable, shall have the expiration date thereof accelerated to the Closing Datea lock-up agreement in letter form attached as Schedule 1.4(b), and Seller shall use its reasonable best efforts to cause each such Seller Option to be converted into the right to receive from the Surviving Company an amount of cash equal to the product of (i) the number of Seller Common Shares as subject to the Seller Option and (ii) the excess, if any, of the Common Merger Consideration over the exercise price per Seller Common Share of such option (the "Option Consideration"). Each outstanding agreement for the issuance of warrants ("Warrants") and the shares which would be issuable upon the exercise of such warrants (such shares, "Warrant Shares") shall be subject to the terms of this Agreement. Seller shall use its reasonable best efforts to cause each Warrant to be converted into the right to receive from the Surviving Company an amount of cash equal to the product of (i) the number of Warrant Shares and (ii) the excess, if any, of the Common Merger Consideration over the exercise price per Warrant Share of such Warrants (the "Warrant Consideration"). Prior to the Effective Time, Seller shall take all steps necessary to give written notice to each holder of a Seller Option and Warrant that all Seller Options and Warrants shall expire effective as of the Effective Time and be converted into the right to receive the Option Consideration or Warrant Consideration, as the case may be. The Surviving Company shall cause the Paying Agent (as defined below) to pay each holder of Seller Options and Warrants, promptly following the Effective Time, the Option Consideration or Warrant Consideration, as the case may be, for all Seller Options and of Warrant Shares held by such holder. The Seller Board or any committee thereof responsible for the administration of Seller's stock option plans or warrant plans shall take any and all action necessary to effectuate the matters described in this Section 1.7(b) on or before the Effective Time. Any amounts payable pursuant to this Section 1.7(b) shall be subject to any required withholding of taxes and shall be paid without interest. Parent agrees to provide the Surviving Company with sufficient funds to permit the Surviving Company to satisfy its obligations under this Section 1.7(b)adjustments hereafter described. (c) The Common Merger Consideration shall be decreased to In the extent and in the circumstances described in Section 5.3 (a)(ii)(y) and (z), Section 5.3(c), Section 5.3(d), the last sentence event of Section 5.8 or the last sentence of Section 6.2(f). The Common Merger Consideration shall be increased by an amount (the "Closing Adjustment Amount") equal to: 50% of (i) consolidated cash, cash equivalents and marketable securities (valued equal to their market value) of Seller and its Subsidiaries, determined by Ernst & Young, LLP in accordance with GAAP, as any reclassification of the close WaveRider Shares or a capital reorganization of business on the fifth business day prior to Closing (Parent or a consolidation, amalgamation or merger of the "Measurement Date") minus (ii) consolidated cash, cash equivalents and marketable securities (valued equal to their market value) of Seller and its Subsidiaries, determined by Ernst & Young LLP in accordance Parent with GAAP, as of June 30, 1999; minus (iii) the aggregate proceeds received by Seller and its Subsidiaries during the period after June 30, 1999 and on or into any other body corporate at any time prior to the Measurement Date delivery of the WaveRider Merger Shares, the Parent shall deliver at the Effective Time in lieu of the number of WaveRider Shares otherwise deliverable, the number of shares or securities of the Parent resulting from such reclassification or capital reorganization or of the body corporate resulting from such merger, amalgamation or consolidation that ▇▇▇▇ would have been entitled to receive upon such reclassification, capital reorganization, consolidation, amalgamation or merger, if the delivery of the WaveRider Merger Shares could have been and had been effected immediately prior to the date of such reclassification, capital reorganization, consolidation, amalgamation or merger. (xd) any sales or other dispositions As consideration for the payment of assets the Merger Consideration by the Parent, at the Merger Date, the Surviving Corporation will issue to the Parent that number of Seller or any shares of its Subsidiaries, (y) any incurrence common stock of indebtedness or other non-equity financing the Surviving Corporation that has a monetary value equivalent to the aggregate value of the consideration provided by Seller or any the Parent to ▇▇▇▇ as part of its Subsidiaries or (z) any issuances of equity interests by Seller orthe Merger Consideration.

Merger Consideration. (a) At Unless otherwise adjusted pursuant to Section 2.2 or 2.3, each Company Share issued and outstanding immediately before the Effective Time, but excluding any Dissenting Shares (as defined in Section 2.5 hereof), shall, by virtue of the Merger and without any action on the part of Parentthe holder thereof, Buyer, Seller or the holders of the following securities: (i) each Seller Common Share (as defined in Section 2.3(a)) issued be cancelled and outstanding immediately prior to the Effective Time shall be converted into and represent the right to receive (i) a number of common shares, $10.35 in cash as adjusted pursuant 1.00 par value, of Prosperity (“Prosperity Common Shares”) equal to Section 1.7(c) the quotient, rounded to the nearest ten thousandth ("Common Merger Consideration"the “Exchange Ratio”), without interest thereon, upon surrender obtained by dividing 8,525,000 (the “Stock Consideration”) by the number of the certificate formerly representing such Share; and (ii) each Seller Preferred Share (as defined in Section 2.3(a)) issued and Company Shares outstanding immediately prior to before the Effective Time (other than Seller Preferred Shares held by Parent“Company Closing Shares”), Buyer or plus cash in lieu of any wholly-owned Subsidiary of Parent or Buyer, which shares by virtue of the Merger and without any action The Preferred Merger Consideration, together with the fractional Prosperity Common Merger Consideration, is hereinafter referred to as the "Merger Consideration." (b) Each outstanding Seller Option (as defined in Section 2.3(b)) shall be subject to the terms of this Agreement. As of the Effective Time, each outstanding Seller Option, whether or not then vested or exercisable, shall have the expiration date thereof accelerated to the Closing DateShare, and Seller shall use its reasonable best efforts to cause each such Seller Option to be converted into the right to receive from the Surviving Company (ii) an amount of cash equal to the product of (i) the number of Seller Common Shares subject to the Seller Option and (ii) the excess, if any, of the Common Merger Consideration over the exercise price per Seller Common Share of such option $178,500,000 (the "Option “Cash Consideration",” and together with the Stock Consideration, the “Merger Consideration”), divided by the Company Closing Shares (the “Per Share Cash Consideration”). Each outstanding agreement for the issuance of warrants ("Warrants") and the shares which would be issuable upon the exercise of such warrants (such shares, "Warrant Shares") shall be subject to the terms of this Agreement. Seller shall use its reasonable best efforts to cause each Warrant to be converted into the right to receive from the Surviving Company an amount of cash equal to the product of (i) the number of Warrant Shares and (ii) the excess, if any, of the Common Merger Consideration over the exercise price per Warrant Share of such Warrants (the "Warrant Consideration"). Prior to At the Effective Time, Seller all such Company Shares shall take all steps necessary no longer be outstanding and shall automatically be canceled and retired and shall cease to give written notice to exist, and each holder of a Seller Option and Warrant that all Seller Options and Warrants certificate previously representing any such shares shall expire effective as of the Effective Time and be converted into thereafter represent the right to receive the Option Consideration Merger Consideration. (b) Each Company Share held in the treasury of the Company and each Company Share owned by the Bank (other than (i) Company Shares held, directly or Warrant Considerationindirectly, as in trust accounts, managed accounts and the case may be. The Surviving like or otherwise held in a fiduciary capacity that are beneficially owned by third parties and (ii) Company shall cause the Paying Agent (as defined below) to pay each holder of Seller Options and Warrants, promptly following the Effective Time, the Option Consideration or Warrant Consideration, as the case may be, for all Seller Options and of Warrant Shares held by such holder. The Seller Board or any committee thereof responsible for the administration in respect of Seller's stock option plans or warrant plans shall take any and all action necessary to effectuate the matters described in this Section 1.7(b) on or before the Effective Time. Any amounts payable pursuant to this Section 1.7(ba debt previously contracted) shall be subject to cancelled without any required withholding of taxes conversion and no payment or distribution shall be paid without interest. Parent agrees to provide the Surviving Company made with sufficient funds to permit the Surviving Company to satisfy its obligations under this Section 1.7(b)respect thereto. (c) The Common Merger Consideration shall be decreased Notwithstanding anything in this Agreement to the extent and in contrary, Prosperity will not issue any certificates or scrip representing fractional Prosperity Common Shares otherwise issuable pursuant to the circumstances described in Section 5.3 (a)(ii)(y) and (z)Merger. In lieu of the issuance of any such fractional shares, Section 5.3(c), Section 5.3(d), the last sentence Prosperity shall pay to each former holder of Section 5.8 or the last sentence of Section 6.2(f). The Common Merger Consideration shall be increased by Company Shares otherwise entitled to receive such fractional share an amount (the "Closing Adjustment Amount") equal to: 50% of cash determined by multiplying (i) consolidated cash, cash equivalents and marketable securities (valued equal to their market value) of Seller and its Subsidiaries, determined the Average Closing Price by Ernst & Young, LLP in accordance with GAAP, as of the close of business on the fifth business day prior to Closing (the "Measurement Date") minus (ii) consolidated cashthe fraction of a Prosperity Common Share which such holder would otherwise be entitled to receive pursuant to this Section 2.1. “Average Closing Price” of Prosperity Common Shares shall be the average of the closing price per Prosperity Common Share on The New York Stock Exchange (“NYSE”) (as reported in The Wall Street Journal or, cash equivalents if not reported thereby, another alternative source as chosen by Prosperity) for the ten (10) consecutive trading days ending on and marketable securities (valued equal to their market value) of Seller and its Subsidiaries, determined by Ernst & Young LLP in accordance with GAAP, as of June 30, 1999; minus (iii) including the aggregate proceeds received by Seller and its Subsidiaries during fifth trading day preceding the period after June 30, 1999 and on or prior to the Measurement Date of (x) any sales or other dispositions of assets of Seller or any of its Subsidiaries, (y) any incurrence of indebtedness or other non-equity financing by Seller or any of its Subsidiaries or (z) any issuances of equity interests by Seller orClosing Date.

Merger Consideration. (a) At As set forth in the Contingent Escrow Agreement, immediately after the Effective Time, by virtue of the Merger and without any action on the part of ParentParent shall deposit with Bank One, BuyerColorado, Seller or the holders of the following securities: N.A. (i) each Seller Common Share (as defined in Section 2.3(a)) issued and outstanding immediately prior to the Effective Time shall be converted into the right to receive $10.35 in cash as adjusted pursuant to Section 1.7(c) ("Common Merger Consideration"), without interest thereon, upon surrender of the certificate formerly representing such Share; and (ii) each Seller Preferred Share (as defined in Section 2.3(a)) issued and outstanding immediately prior to the Effective Time (other than Seller Preferred Shares held by Parent, Buyer or any wholly-owned Subsidiary of Parent or Buyer, which shares by virtue of the Merger and without any action The Preferred Merger Consideration, together with the Common Merger Consideration, is hereinafter referred to as the "Merger Consideration.Exchange Agent" (b) Each outstanding Seller Option (as defined in Section 2.3(b)) shall be subject to the terms of this Agreement. As of the Effective Time, each outstanding Seller Option, whether or not then vested or exercisable, shall have the expiration date thereof accelerated to the Closing Date, and Seller shall use its reasonable best efforts to cause each such Seller Option to be converted into the right to receive from the Surviving Company an amount of cash equal to the product of (i) the number of Seller Common Shares subject to Cash Payment less the Seller Option and Escrow Amount, (ii) certificates representing $500,000 in value of Parent Common Stock to be issued to the excessPrincipal Stockholders, if anyless cash payments for fractional shares, and (iii) cash sufficient to make payments in lieu of fractional shares in accordance with Section 2.11. All of the cash and shares of Parent Common Merger Consideration over Stock so deposited with the exercise price per Seller Common Share of such option (Exchange Agent, together with any dividends or distributions received by the "Option Consideration"). Each outstanding agreement for the issuance of warrants ("Warrants") and Exchange Agent with respect to the shares which would be issuable upon the exercise of such warrants (such sharesso deposited, "Warrant Shares") shall be subject are referred to the terms of this Agreement. Seller shall use its reasonable best efforts to cause each Warrant to be converted into the right to receive from the Surviving Company an amount of cash equal to the product of (i) the number of Warrant Shares and (ii) the excess, if any, of the Common Merger Consideration over the exercise price per Warrant Share of such Warrants (the "Warrant Consideration"). Prior to the Effective Time, Seller shall take all steps necessary to give written notice to each holder of a Seller Option and Warrant that all Seller Options and Warrants shall expire effective as of the Effective Time and be converted into the right to receive the Option Consideration or Warrant Consideration, collectively as the case may beExchange Fund. The Surviving Company shall cause the Paying Agent (As soon as defined below) to pay each holder of Seller Options and Warrants, promptly following practicable after the Effective Time, the Option Consideration or Warrant ConsiderationExchange Agent will mail to the registered holders of Company Stock Certificates (i) a Transmittal Letter, as (ii) and instructions for use in effecting the case may besurrender of Company Stock Certificates in exchange for any cash payments and, for if applicable, certificates representing shares of Parent Common Stock all Seller Options and of Warrant Shares held by such holder. The Seller Board or any committee thereof responsible for the administration of Seller's stock option plans or warrant plans shall take any and all action necessary to effectuate the matters described in accordance with this Section 1.7(b2.05. Upon surrender of a Company Stock Certificate to the Exchange Agent, together with a duly executed Letter of Transmittal, and such other documents as may reasonably be required by the Exchange Agent or Parent, (A) on or before the Effective Time. Any amounts payable holder of such Company Stock Certificate shall be entitled to receive in exchange therefor cash and, if applicable, a certificate representing the number of shares of Parent Common Stock, that such holder has the right to receive pursuant to this Section 1.7(b2.05, and (B) the Company Stock Certificate so surrendered shall be subject marked "canceled." Until so surrendered, each outstanding Company Stock Certificate will be deemed for all corporate purposes, to any required withholding evidence only the right to receive payment pursuant to this Article II. In exchange for the Company Stock Certificates, the Stockholders, excluding holders of taxes and Dissenting Shares, shall be paid without interest. Parent agrees entitled to provide receive the Surviving Company with sufficient funds to permit following consideration (collectively, the Surviving Company to satisfy its obligations under this Section 1.7(b)."Merger Consideration"): (ca) The Common Merger Consideration Initial Payment. $8,000,000, of which $7,500,000, less Estimated Third Party Expenses in excess of the Company Payment Amount, shall be decreased to the extent and payable in the circumstances described in Section 5.3 (a)(ii)(y) and (z), Section 5.3(c), Section 5.3(d), the last sentence of Section 5.8 or the last sentence of Section 6.2(f). The Common Merger Consideration shall be increased by an amount cash (the "Closing Adjustment Cash Payment Amount") equal to: 50% of and $500,000 shall be payable in Parent Common Stock (i) consolidated cashcollectively, cash equivalents and marketable securities (valued equal to their market value) of Seller and its Subsidiaries, determined by Ernst & Young, LLP in accordance with GAAP, as of the close of business on the fifth business day prior to Closing (the "Measurement DateAggregate Initial Payment") minus (ii) consolidated cash, cash equivalents and marketable securities (valued equal to their market value) of Seller and its Subsidiaries, determined by Ernst & Young LLP in accordance with GAAP, as of June 30, 1999; minus (iii) the aggregate proceeds received by Seller and its Subsidiaries during the period after June 30, 1999 and on or prior to the Measurement Date of (x) any sales or other dispositions of assets of Seller or any of its Subsidiaries, (y) any incurrence of indebtedness or other non-equity financing by Seller or any of its Subsidiaries or (z) any issuances of equity interests by Seller or).

Merger Consideration. (a) At As of the Effective Time, by virtue of the Merger and without any action on the part of Parent, Buyer, Seller or the holders any stockholder of the following securitiesCompany or Buyer: (ia) each Seller The shares of Common Share (as defined in Section 2.3(a)) Stock, par value $.01 per share, of Buyer issued and outstanding immediately prior to the Effective Time shall automatically be converted into and thereafter represent a number of validly issued, fully paid and non-assessable shares of common stock, par value $.01 per share, of the right Surviving Corporation (the "SURVIVING CORPORATION COMMON STOCK") equal to receive the quotient of the Odyssey Equity Investment divided by the Per Share Merger Consideration. (b) All shares of Common Stock, $10.35 in cash as adjusted pursuant to Section 1.7(c) .01 par value, of the Company ("VOTING COMMON STOCK") and all shares of Class A Common Merger Consideration")Stock, without interest thereon$.01 par value, upon surrender of the certificate formerly representing such Share; andCompany ("NONVOTING COMMON STOCK," and together with Voting Common Stock, "COMMON STOCK") which are held by the Company shall be cancelled and retired and shall cease to exist, and no consideration shall be delivered in exchange therefor. (iic) each Seller Preferred Share (as defined in Section 2.3(a)) Each share of Common Stock issued and outstanding immediately prior to the Effective Time (Time, other than Seller Preferred Shares those to which Section 3.1(b) or Section 3.1(d) applies and other than any shares held by Parent, Buyer or any wholly-owned Subsidiary of Parent or Buyer, which shares by virtue of the Merger and without any action The Preferred Merger Consideration, together with the Common Merger Consideration, is hereinafter stockholders referred to as the "Merger Consideration." (b) Each outstanding Seller Option (as defined in Section 2.3(b3.1(g)) shall be subject to the terms of this Agreement. As of the Effective Time, each outstanding Seller Option, whether or not then vested or exercisable, shall have the expiration date thereof accelerated to the Closing Date, and Seller shall use its reasonable best efforts to cause each such Seller Option to be converted into and represent the right to receive from the Surviving Company an amount of in cash (such amount in cash being referred to herein as the "PER SHARE MERGER CONSIDERATION") equal to the product quotient of (iA) the Merger Consideration PLUS the Aggregate Exercise Proceeds PLUS the Option Rollover Amount, PLUS the ▇▇▇▇▇ Rollover Amount, MINUS the Transaction Costs divided by (B) the total number of Seller Common Shares subject to the Seller Option and (ii) the excess, if any, of the Common Merger Consideration over the exercise price per Seller Common Share of such option (the "Option Consideration"). Each outstanding agreement for the issuance of warrants ("Warrants") and the shares which would be issuable upon the exercise of such warrants (such shares, "Warrant Outstanding Shares") shall be subject to the terms of this Agreement. Seller shall use its reasonable best efforts to cause each Warrant to be converted into the right to receive from the Surviving Company an amount of cash equal to the product of (i) the number of Warrant Shares and (ii) the excess, if any, of the Common Merger Consideration over the exercise price per Warrant Share of such Warrants (the "Warrant Consideration"). Prior to the Effective Time, Seller shall take all steps necessary to give written notice to each holder of a Seller Option and Warrant that all Seller Options and Warrants shall expire effective as of the Effective Time and be converted into the right to receive the Option Consideration or Warrant Consideration, as the case may be. The Surviving Company shall cause following terms used in the Paying Agent (as defined below) to pay each holder definition of Seller Options and Warrants, promptly following the Effective Time, the Option Consideration or Warrant Consideration, as the case may be, for all Seller Options and of Warrant Shares held by such holder. The Seller Board or any committee thereof responsible for the administration of Seller's stock option plans or warrant plans shall take any and all action necessary to effectuate the matters described in this Section 1.7(b) on or before the Effective Time. Any amounts payable pursuant to this Section 1.7(b) shall be subject to any required withholding of taxes and shall be paid without interest. Parent agrees to provide the Surviving Company with sufficient funds to permit the Surviving Company to satisfy its obligations under this Section 1.7(b). (c) The Common Per Share Merger Consideration shall be decreased to have the extent and in the circumstances described in Section 5.3 (a)(ii)(y) and (z), Section 5.3(c), Section 5.3(d), the last sentence of Section 5.8 or the last sentence of Section 6.2(f). The Common Merger Consideration shall be increased by an amount (the "Closing Adjustment Amount") equal to: 50% of (i) consolidated cash, cash equivalents and marketable securities (valued equal to their market value) of Seller and its Subsidiaries, determined by Ernst & Young, LLP in accordance with GAAP, as of the close of business on the fifth business day prior to Closing (the "Measurement Date") minus (ii) consolidated cash, cash equivalents and marketable securities (valued equal to their market value) of Seller and its Subsidiaries, determined by Ernst & Young LLP in accordance with GAAP, as of June 30, 1999; minus (iii) the aggregate proceeds received by Seller and its Subsidiaries during the period after June 30, 1999 and on or prior to the Measurement Date of (x) any sales or other dispositions of assets of Seller or any of its Subsidiaries, (y) any incurrence of indebtedness or other non-equity financing by Seller or any of its Subsidiaries or (z) any issuances of equity interests by Seller orfollowing meanings:

Merger Consideration. (a) At Subject to the terms and conditions of this Agreement, each share of Company Common Stock that is outstanding immediately prior to the Effective TimeTime (excluding any Dissenting Shares and any shares of Company Common Stock cancelled pursuant to Section 3.1(b)) shall be converted into and become the right to receive cash as set forth in this Article III. (b) Subject to the terms and conditions of this Agreement including, by virtue without limitation, the provisions of Section 3.2 below, each share of Company Common Stock (other than the shares of Company Common Stock to be cancelled as set forth in Section 3.1(c) or Dissenting Shares) will be converted into and represent the right to receive consideration consisting of an amount of cash as is determined in accordance with Section 3.2, which, is referred to herein as the “Merger Consideration.” (c) Each share of Company Common Stock held in the treasury of the Company and each share of Company Common Stock owned by Sterling, Merger and Sub or any direct or indirect wholly owned Subsidiary of Sterling or the Company immediately prior to the Effective Time shall be canceled without any action on conversion and no payment or distribution shall be made with respect thereto. (d) The shares of common stock of Merger Sub issued and outstanding immediately before the part Effective Time shall be converted into a number of Parent, Buyer, Seller or the holders shares and class of shares of the following securities: (i) each Seller Common Share (as defined in Section 2.3(a)) Surviving Corporation equal to the number of shares and class of capital stock of the Company issued and outstanding immediately prior to the Effective Time with the same rights, powers and privileges as the shares so converted and shall constitute the only outstanding shares of capital stock of the Surviving Corporation. (e) Notwithstanding anything in this Agreement to the contrary, no share of Company Common Stock, the holder of which shall have complied with the provisions of Article 5.12 of the TBCA as to appraisal rights (a “Dissenting Share”), shall be deemed converted into and to represent the right to receive $10.35 in cash as adjusted pursuant the Merger Consideration hereunder, and the holders of Dissenting Shares, if any, shall be entitled to Section 1.7(c) ("Common Merger Consideration")payment, without interest thereonsolely from the Surviving Corporation, upon surrender of the certificate formerly representing appraised value of such ShareDissenting Shares to the extent permitted by and in accordance with the provisions of Article 5.12 of the TBCA; and provided, however, that (i) if any holder of Dissenting Shares shall, under the circumstances permitted by the TBCA, subsequently deliver a written withdrawal of his or her demand for appraisal of such Dissenting Shares, (ii) each Seller Preferred Share if any holder fails to establish his or her entitlement to rights to payment as provided in such Article 5.12, or (iii) if neither any holder of Dissenting Shares nor the Surviving Corporation has filed a petition demanding a determination of the value of all Dissenting Shares within the time provided in such Article 5.12, such holder or holders (as defined in Section 2.3(a)) issued and outstanding immediately prior to the Effective Time (other than Seller Preferred Shares held by Parent, Buyer or any wholly-owned Subsidiary of Parent or Buyer, which shares by virtue of the Merger and without any action The Preferred Merger Consideration, together with the Common Merger Consideration, is hereinafter referred to as the "Merger Consideration." (b) Each outstanding Seller Option (as defined in Section 2.3(b)case may be) shall be subject forfeit such right to the terms of this Agreement. As of the Effective Time, each outstanding Seller Option, whether or not then vested or exercisable, shall have the expiration date thereof accelerated payment for such Dissenting Shares pursuant to the Closing Date, such Article 5.12 and Seller shall use its reasonable best efforts to cause each such Seller Option to Dissenting Share shall thereupon be converted into and shall represent the right to receive from the Surviving Merger Consideration therefore. The Company an amount of cash equal to the product of shall give Sterling (i) the number prompt notice of Seller Common Shares subject any written objections to the Seller Option Merger submitted to the Company in accordance with Article 5.12, attempted withdrawals of such objections, and any other instruments served pursuant to applicable law received by the Company relating to shareholders’ rights of appraisal and (ii) the excess, if any, of opportunity to direct all negotiations and proceedings with respect to demands for appraisal under the Common Merger Consideration over the exercise price per Seller Common Share of such option (the "Option Consideration"). Each outstanding agreement for the issuance of warrants ("Warrants") and the shares which would be issuable upon the exercise of such warrants (such shares, "Warrant Shares") shall be subject to the terms of this Agreement. Seller shall use its reasonable best efforts to cause each Warrant to be converted into the right to receive from the Surviving Company an amount of cash equal to the product of (i) the number of Warrant Shares and (ii) the excess, if any, of the Common Merger Consideration over the exercise price per Warrant Share of such Warrants (the "Warrant Consideration"). Prior to the Effective Time, Seller shall take all steps necessary to give written notice to each holder of a Seller Option and Warrant that all Seller Options and Warrants shall expire effective as of the Effective Time and be converted into the right to receive the Option Consideration or Warrant Consideration, as the case may beTBCA. The Surviving Company shall cause not, except with the Paying Agent (as defined below) to pay each holder prior written consent of Seller Options and WarrantsSterling, promptly following the Effective Time, the Option Consideration or Warrant Consideration, as the case may be, for all Seller Options and of Warrant Shares held by such holder. The Seller Board or voluntarily make any committee thereof responsible for the administration of Seller's stock option plans or warrant plans shall take any and all action necessary to effectuate the matters described in this Section 1.7(b) on or before the Effective Time. Any amounts payable pursuant to this Section 1.7(b) shall be subject payment with respect to any required withholding demands for appraisals of taxes and shall be paid without interest. Parent agrees Company Common Stock, offer to provide the Surviving Company with sufficient funds to permit the Surviving Company to satisfy its obligations under this Section 1.7(b)settle or settle any such demands or approve any withdrawal of any such demands. (c) The Common Merger Consideration shall be decreased to the extent and in the circumstances described in Section 5.3 (a)(ii)(y) and (z), Section 5.3(c), Section 5.3(d), the last sentence of Section 5.8 or the last sentence of Section 6.2(f). The Common Merger Consideration shall be increased by an amount (the "Closing Adjustment Amount") equal to: 50% of (i) consolidated cash, cash equivalents and marketable securities (valued equal to their market value) of Seller and its Subsidiaries, determined by Ernst & Young, LLP in accordance with GAAP, as of the close of business on the fifth business day prior to Closing (the "Measurement Date") minus (ii) consolidated cash, cash equivalents and marketable securities (valued equal to their market value) of Seller and its Subsidiaries, determined by Ernst & Young LLP in accordance with GAAP, as of June 30, 1999; minus (iii) the aggregate proceeds received by Seller and its Subsidiaries during the period after June 30, 1999 and on or prior to the Measurement Date of (x) any sales or other dispositions of assets of Seller or any of its Subsidiaries, (y) any incurrence of indebtedness or other non-equity financing by Seller or any of its Subsidiaries or (z) any issuances of equity interests by Seller or

Merger Consideration. (a) At the Effective Time, by virtue of the Merger subject to Sections 2.4, 2.5 and without any action on the part of Parent, Buyer, Seller or the holders of the following securities: (i) each Seller Common Share (as defined in Section 2.3(a)) issued 2.6 and assuming that 237,615 Company Shares are outstanding immediately prior to at the Effective Time shall be converted into the right to receive $10.35 in cash as adjusted pursuant to Section 1.7(c) ("Common Merger Consideration")Time, without interest thereon, upon surrender of the certificate formerly representing such Share; and (ii) each Seller Preferred Company Share (as defined in Section 2.3(a)) issued and outstanding immediately prior to the Effective Time (other than Seller Preferred Shares held by ParentDissenting Shares), Buyer or any wholly-owned Subsidiary of Parent or Buyershall, which shares by virtue of the Merger Holding Company Merger, automatically and without any action The Preferred Merger Consideration, together with on the Common Merger Consideration, is hereinafter referred to as the "Merger Consideration." (b) Each outstanding Seller Option (as defined in Section 2.3(b)) shall be subject to the terms of this Agreement. As part of the Effective Timeholder thereof, each outstanding Seller Option, whether or not then vested or exercisable, shall have the expiration date thereof accelerated to the Closing Date, become and Seller shall use its reasonable best efforts to cause each such Seller Option to be converted into the right to receive from receive, at the Surviving Company an amount election of cash the holder, either (i) $63.13 in cash, without interest (the "Cash Consideration," with such election referred to as a "Cash Election"), (ii) a number of shares of the Buyer's Stock equal to the product Exchange Ratio (the "Stock Consideration", with such election referred to as a "Stock Election") or (iii) a combination of 50% of such consideration in cash and 50% of such consideration in shares of Buyer's Stock (the "Mixed Consideration", with such election referred to as a "Mixed Election"). Company Shares as to which no election has been made are referred to herein as "No Election Shares" and shall receive the mix of Merger Consideration specified in Section 2.4 below. For purposes of this Agreement, Cash Consideration, Stock Consideration and any combination thereof shall be collectively referred to herein as "Merger Consideration." Company Shares as to which a Cash Election has been made (including pursuant to a Mixed Election) are referred to herein as "Cash Election Shares." Company Shares as to which a Stock Election has been made (including pursuant to a Mixed Election) are referred to herein as "Stock Election Shares." All Dissenting Shares will be deemed Cash Election Shares for purposes of determining the Cash Consideration available for distribution to other shareholders. (b) For purposes of this Agreement, the "Exchange Ratio" shall be equal (rounded to the nearest ten-thousandth) to (x) 4.6419, if the Average Closing Price is less than or equal to $13.60, (y) 3.0946, if the Average Closing Price is greater than or equal to $20.40, or (z) if the Average Closing Price is between $13.60 and $20.40, the result obtained by dividing $63.13 by the Average Closing Price. (i) In the event that the sum of (ix) the number of Seller Common Cash Election Shares subject to the Seller Option and plus (iiy) the excess, if any, 50.0% of the Common Merger Consideration over number of No Election Shares exceeds (z) 50.0% of the exercise price per Seller Common Share total number of such option (issued and outstanding Company Shares, then the "Option Consideration"). Each outstanding agreement for the issuance holders of warrants ("Warrants") Cash Election Shares will receive a combination of cash and the shares which would be issuable upon the exercise of such warrants (such shares, "Warrant Shares") shall be subject to the terms of this Agreement. Seller shall use its reasonable best efforts to cause each Warrant Buyer's Stock to be converted into the right to receive from the Surviving Company an amount of cash equal to the product of determined as follows: (iA) the number of Warrant Cash Election Shares and (ii) the excess, if any, of the Common Merger Consideration over the exercise price per Warrant Share of such Warrants (the "Warrant Consideration"). Prior to the Effective Time, Seller which shall take all steps necessary to give written notice to each holder of a Seller Option and Warrant that all Seller Options and Warrants shall expire effective as of the Effective Time and be converted into the right to receive the Option Cash Consideration or Warrant Consideration, as shall equal the case may be. The Surviving amount obtained by multiplying (I) the number of Company Shares covered by such Cash Election by (II) a fraction of which the numerator shall cause be the Paying Agent cash required to be made available by Buyer (as defined pursuant to clause (iii) below) and the denominator of which shall be $63.13 multiplied by the number of Cash Election Shares; and (B) the balance of such Cash Election Shares shall be converted into the right to pay receive Stock Consideration. (ii) In the event the foregoing clause (i) is not applicable, each holder of Seller Options and WarrantsCompany Shares (A) that makes a Stock Election will receive the Stock Consideration, promptly following (B) that makes a Cash Election will receive the Effective Time, the Option Cash Consideration or Warrant Consideration, as (C) that makes a Mixed Election will receive the case may be, for all Seller Options combination of Buyer's Stock and of Warrant Shares held by cash set forth in such holder. The Seller Board or any committee thereof responsible for the administration of Seller's stock option plans or warrant plans shall take any and all action necessary to effectuate the matters described in this Section 1.7(b) on or before the Effective Time. Any amounts payable pursuant to this Section 1.7(b) shall be subject to any required withholding of taxes and shall be paid without interest. Parent agrees to provide the Surviving Company with sufficient funds to permit the Surviving Company to satisfy its obligations under this Section 1.7(b)election. (ciii) The Common Merger Consideration For purposes of this Section, the amount of cash required to be made available by Buyer shall be decreased equal to the extent and in difference between (A) the circumstances described in Section 5.3 amount obtained by multiplying (a)(ii)(yI) and $63.13 by (z), Section 5.3(c), Section 5.3(d), the last sentence of Section 5.8 or the last sentence of Section 6.2(f). The Common Merger Consideration shall be increased by an amount (the "Closing Adjustment Amount"II) equal to: 50% of the number of outstanding Company Shares, minus (B) the amount of Cash Consideration attributable to the Dissenting Shares, minus (C) the amount of Cash Consideration required to be paid to No Election Shares. For purposes of this Section, the number of shares of Buyer's Stock required to be made available by Buyer shall be equal to the difference between (A) the number of shares obtained by multiplying (I) the Exchange Ratio by (II) the number of outstanding Company Shares for which a Stock Election has been made, minus (B) the amount of Stock Consideration required to be paid to No Election Shares. Regardless of the applicability of clauses (i) consolidated cash, cash equivalents and marketable securities (valued equal to their market value) of Seller and its Subsidiaries, determined by Ernst & Young, LLP in accordance with GAAP, as of the close of business on the fifth business day prior to Closing (the "Measurement Date") minus or (ii) consolidated cashabove, each No Election Share shall be converted in the Merger into the right to receive 50% Stock Consideration and 50% Cash Consideration. Notwithstanding anything contained herein, the aggregate amount of cash equivalents to be paid as Merger Consideration, plus any cash paid in lieu of fractional shares pursuant to Section 2.3(d) and marketable securities any cash paid for Dissenting Shares shall not exceed $7,500,000, subject to the effect of any adjustment made as provided in this Article. (valued d) No fractional shares of the Buyer's Stock shall be issued or delivered in connection with the Holding Company Merger. In lieu of the issuance of any such fractional share, Buyer shall pay to each former stockholder of the Company who otherwise would be entitled to receive a fractional share of Buyer's Stock an amount in cash equal to their market value) of Seller and its Subsidiaries, determined by Ernst & Young LLP in accordance with GAAP, as of June 30, 1999; minus (iii) the aggregate proceeds received by Seller and its Subsidiaries during the period after June 30, 1999 and on or prior to the Measurement Date of (x) any sales or other dispositions of assets of Seller or any of its Subsidiaries, (y) any incurrence of indebtedness or other non-equity financing by Seller or any of its Subsidiaries or (z) any issuances of equity interests by Seller orproduct of

Merger Consideration. (a) At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Buyer, Seller any Party or the holders of the following securitiessecurities of SPAC, holders of the securities of the Company or holders of the securities of Merger Sub: (a) Each SPAC Unit issued and outstanding immediately prior to the Effective Time shall be automatically detached and the holder thereof shall be deemed to hold one (1) SPAC Share and one-third of one (1/3) SPAC Warrant, which underlying securities shall be converted in accordance with the applicable terms of this Section 2.2. (b) Each SPAC Share issued and outstanding immediately prior to the Effective Time shall be converted automatically into the Per Share Consideration, following which all SPAC Shares shall automatically be canceled and shall cease to exist by virtue of the Merger. The holders of SPAC Shares outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such shares, except as provided herein or under applicable Law. (c) Each Sponsor Share issued and outstanding immediately prior to the Effective Time shall be automatically converted into the Per Share Consideration, following which all Sponsor Shares shall automatically be canceled and shall cease to exist by virtue of the Merger. Sponsor shall cease to have any rights with respect to such shares, except as provided herein or under applicable Law. (d) All rights with respect to SPAC Shares underlying SPAC Warrants shall be converted into rights with respect to Company Common Stock and thereupon assumed by the Company. Accordingly, from and after the Effective Time: (i) each Seller SPAC Warrant assumed by the Company may be exercised solely for Company Common Stock; (ii) the number of shares of Company Common Stock subject to each SPAC Warrant assumed by the Company shall be determined by multiplying (x) the number of SPAC Shares that were subject to such SPAC Warrant, as in effect immediately prior to the Effective Time, by (y) the Per Share Consideration; (iii) the per share exercise price for the Company Common Stock issuable upon exercise of each SPAC Warrant assumed by the Company shall be determined by dividing (x) the exercise price per SPAC Share subject to such SPAC Warrant, as defined in effect immediately prior to the Effective Time, by (y) the Per Share Consideration, and rounding the resulting exercise price up to the nearest whole cent; and (iv) any restriction on the exercise of any SPAC Warrant assumed by the Company shall continue in full force and effect and the term, exercisability, vesting schedule and other provisions of such SPAC Warrant shall otherwise remain unchanged; provided, however, that: (A) to the extent provided under the terms of a SPAC Warrant, such SPAC Warrant assumed by the Company in accordance with this Section 2.3(a)2.2(d) shall, in accordance with its terms, be subject to further adjustment as appropriate to reflect any stock split, division or subdivision of shares, stock dividend, reverse stock split, consolidation of shares, reclassification, recapitalization or other similar transaction with respect to Company Common Stock subsequent to the Effective Time; and (B) the Company Board or a committee thereof shall succeed the authority and responsibility, if any, of the SPAC Board or any committee thereof with respect to each SPAC Warrant assumed by the Company. (e) Each issued and outstanding share of capital stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into the right to receive and become one validly issued, fully paid and non-assessable share of common stock, par value $10.35 in cash as adjusted pursuant to Section 1.7(c) ("Common Merger Consideration"), without interest thereon, upon surrender of the certificate formerly representing such Share; and (ii) each Seller Preferred Share (as defined in Section 2.3(a)) issued and outstanding immediately prior to the Effective Time (other than Seller Preferred Shares held by Parent, Buyer or any wholly-owned Subsidiary of Parent or Buyer, which shares by virtue of the Merger and without any action The Preferred Merger Consideration, together with the Common Merger Consideration, is hereinafter referred to as the "Merger Consideration." (b) Each outstanding Seller Option (as defined in Section 2.3(b)) shall be subject to the terms of this Agreement. As of the Effective Time, each outstanding Seller Option, whether or not then vested or exercisable, shall have the expiration date thereof accelerated to the Closing Date, and Seller shall use its reasonable best efforts to cause each such Seller Option to be converted into the right to receive from the Surviving Company an amount of cash equal to the product of (i) the number of Seller Common Shares subject to the Seller Option and (ii) the excess, if any0.01 per share, of the Common Merger Consideration over Surviving Company, which shall constitute the exercise price per Seller Common Share only outstanding share of such option (the "Option Consideration"). Each outstanding agreement for the issuance capital stock of warrants ("Warrants") and the shares which would be issuable upon the exercise of such warrants (such shares, "Warrant Shares") shall be subject to the terms of this Agreement. Seller shall use its reasonable best efforts to cause each Warrant to be converted into the right to receive from the Surviving Company an amount of cash equal to the product of (i) the number of Warrant Shares and (ii) the excess, if any, of the Common Merger Consideration over the exercise price per Warrant Share of such Warrants (the "Warrant Consideration"). Prior to the Effective Time, Seller shall take all steps necessary to give written notice to each holder of a Seller Option and Warrant that all Seller Options and Warrants shall expire effective as of the Effective Time and be converted into the right to receive the Option Consideration or Warrant Consideration, as the case may be. The Surviving Company shall cause the Paying Agent (as defined below) to pay each holder of Seller Options and Warrants, promptly following the Effective Time, the Option Consideration or Warrant Consideration, as the case may be, for all Seller Options and of Warrant Shares held by such holder. The Seller Board or any committee thereof responsible for the administration of Seller's stock option plans or warrant plans shall take any and all action necessary to effectuate the matters described in this Section 1.7(b) on or before the Effective Time. Any amounts payable pursuant to this Section 1.7(b) shall be subject to any required withholding of taxes and shall be paid without interest. Parent agrees to provide the Surviving Company with sufficient funds to permit the Surviving Company to satisfy its obligations under this Section 1.7(b)Company. (c) The Common Merger Consideration shall be decreased to the extent and in the circumstances described in Section 5.3 (a)(ii)(y) and (z), Section 5.3(c), Section 5.3(d), the last sentence of Section 5.8 or the last sentence of Section 6.2(f). The Common Merger Consideration shall be increased by an amount (the "Closing Adjustment Amount") equal to: 50% of (i) consolidated cash, cash equivalents and marketable securities (valued equal to their market value) of Seller and its Subsidiaries, determined by Ernst & Young, LLP in accordance with GAAP, as of the close of business on the fifth business day prior to Closing (the "Measurement Date") minus (ii) consolidated cash, cash equivalents and marketable securities (valued equal to their market value) of Seller and its Subsidiaries, determined by Ernst & Young LLP in accordance with GAAP, as of June 30, 1999; minus (iii) the aggregate proceeds received by Seller and its Subsidiaries during the period after June 30, 1999 and on or prior to the Measurement Date of (x) any sales or other dispositions of assets of Seller or any of its Subsidiaries, (y) any incurrence of indebtedness or other non-equity financing by Seller or any of its Subsidiaries or (z) any issuances of equity interests by Seller or

Merger Consideration. Subject to the provisions of -------------------- this Agreement and any applicable backup or other withholding requirements, each of the issued and outstanding shares (a"BIG STUFF SHARES") At of common stock, no par value per share, of Big Stuff ("BIG STUFF COMMON STOCK") as of the Effective Time shall be converted into the right to receive, and there shall be paid and issued as hereinafter provided, in exchange for the Big Stuff Shares, 415.584 shares (the "EXCHANGE RATIO") of Parent Common Stock, par value $.0001 per share ("PARENT COMMON STOCK"), plus cash in lieu of any fractional share as hereinafter provided (the "MERGER CONSIDERATION"). No fractional shares of Parent Common Stock shall be issued pursuant to the Merger nor will any fractional share interest involved entitle the holder thereof to vote, to receive dividends or to exercise any other rights as a shareholder of Parent. In lieu thereof, any Person who would otherwise be entitled to a fractional share of Parent Common Stock pursuant to the provisions hereof shall receive an amount in cash equal to the value of such fractional share. The value of such fractional share for purposes hereof shall be the product of such fraction multiplied by Five and 50/100 Dollars ($5.50). Each share of Big Stuff Common Stock held in the treasury of Big Stuff or by a wholly-owned subsidiary of Big Stuff shall be cancelled as of the Effective Time and no Merger Consideration shall be payable with respect thereto. From and after the Effective Time, there shall be no further transfers on the stock transfer books of Web of any of the Web Shares outstanding prior to the Effective Time. Subject to the provisions of this Agreement, at the Effective Time, all the shares of Acquisition Subsidiary common stock outstanding immediately prior to the Merger shall be converted, by virtue of the Merger and without any action on the part of Parentthe holder thereof, Buyer, Seller or the holders into one share of the following securities: common stock of the Surviving Corporation (i) each Seller the "SURVIVING CORPORATION COMMON STOCK"), which one share of the Surviving Corporation Common Share (as defined in Section 2.3(a)) Stock shall constitute all of the issued and outstanding immediately prior to the Effective Time shall be converted into the right to receive $10.35 in cash as adjusted pursuant to Section 1.7(c) ("Common Merger Consideration"), without interest thereon, upon surrender capital stock of the certificate formerly representing such Share; and (ii) each Seller Preferred Share (as defined in Section 2.3(a)) issued and outstanding immediately prior to the Effective Time (other than Seller Preferred Shares held by Parent, Buyer or any wholly-owned Subsidiary of Parent or Buyer, which shares by virtue of the Merger and without any action The Preferred Merger Consideration, together with the Common Merger Consideration, is hereinafter referred to as the "Merger ConsiderationSurviving Corporation." (b) Each outstanding Seller Option (as defined in Section 2.3(b)) shall be subject to the terms of this Agreement. As of the Effective Time, each outstanding Seller Option, whether or not then vested or exercisable, shall have the expiration date thereof accelerated to the Closing Date, and Seller shall use its reasonable best efforts to cause each such Seller Option to be converted into the right to receive from the Surviving Company an amount of cash equal to the product of (i) the number of Seller Common Shares subject to the Seller Option and (ii) the excess, if any, of the Common Merger Consideration over the exercise price per Seller Common Share of such option (the "Option Consideration"). Each outstanding agreement for the issuance of warrants ("Warrants") and the shares which would be issuable upon the exercise of such warrants (such shares, "Warrant Shares") shall be subject to the terms of this Agreement. Seller shall use its reasonable best efforts to cause each Warrant to be converted into the right to receive from the Surviving Company an amount of cash equal to the product of (i) the number of Warrant Shares and (ii) the excess, if any, of the Common Merger Consideration over the exercise price per Warrant Share of such Warrants (the "Warrant Consideration"). Prior to the Effective Time, Seller shall take all steps necessary to give written notice to each holder of a Seller Option and Warrant that all Seller Options and Warrants shall expire effective as of the Effective Time and be converted into the right to receive the Option Consideration or Warrant Consideration, as the case may be. The Surviving Company shall cause the Paying Agent (as defined below) to pay each holder of Seller Options and Warrants, promptly following the Effective Time, the Option Consideration or Warrant Consideration, as the case may be, for all Seller Options and of Warrant Shares held by such holder. The Seller Board or any committee thereof responsible for the administration of Seller's stock option plans or warrant plans shall take any and all action necessary to effectuate the matters described in this Section 1.7(b) on or before the Effective Time. Any amounts payable pursuant to this Section 1.7(b) shall be subject to any required withholding of taxes and shall be paid without interest. Parent agrees to provide the Surviving Company with sufficient funds to permit the Surviving Company to satisfy its obligations under this Section 1.7(b). (c) The Common Merger Consideration shall be decreased to the extent and in the circumstances described in Section 5.3 (a)(ii)(y) and (z), Section 5.3(c), Section 5.3(d), the last sentence of Section 5.8 or the last sentence of Section 6.2(f). The Common Merger Consideration shall be increased by an amount (the "Closing Adjustment Amount") equal to: 50% of (i) consolidated cash, cash equivalents and marketable securities (valued equal to their market value) of Seller and its Subsidiaries, determined by Ernst & Young, LLP in accordance with GAAP, as of the close of business on the fifth business day prior to Closing (the "Measurement Date") minus (ii) consolidated cash, cash equivalents and marketable securities (valued equal to their market value) of Seller and its Subsidiaries, determined by Ernst & Young LLP in accordance with GAAP, as of June 30, 1999; minus (iii) the aggregate proceeds received by Seller and its Subsidiaries during the period after June 30, 1999 and on or prior to the Measurement Date of (x) any sales or other dispositions of assets of Seller or any of its Subsidiaries, (y) any incurrence of indebtedness or other non-equity financing by Seller or any of its Subsidiaries or (z) any issuances of equity interests by Seller or

Merger Consideration. (a) At Subject to the terms and conditions of this Agreement (including without limitation the terms and conditions set forth in Section 1.7), at the Effective TimeTime (or in the case of any Contingent Purchase Price, at the time such Contingent Purchase Price is payable pursuant to Section 1.6), by virtue of the Merger and without any further action on the part of SafeNet, the Merger Sub, the Company, the Major Shareholders or the other shareholders of the Company (together with the Major Shareholders, the “Shareholders”), or the Vested Option Holders (as defined below): (i) each share of Company Common Stock issued and outstanding immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of Parentthe holder thereof, Buyerbe cancelled and extinguished and converted into the right to receive, Seller or the holders upon surrender of the following securitiescertificate representing such shares of Company Common Stock and delivery of such letters, signature pages, agreements and other documents as are or may be required under Section 1.7, in each case at the times and in the manner provided in Section 1.7 and pursuant to a promissory note substantially in the form of Exhibit A hereto (each, a “Note”): (A) cash in the amount of the Cash Amount Per Share; (B) that number of shares of common stock of SafeNet, par value $0.01 per share (the “SafeNet Common Stock”), equal to the Exchange Ratio; and (C) at the times and in the manner specified in Section 1.6 and subject to the other provisions of this Agreement, any Earnout Consideration payable with respect to such shares of Company Common Stock pursuant to Section 1.6. (ii) each Company Option that is vested and exercisable immediately prior to the Effective Time (each, a “Vested Company Option” and collectively, the “Vested Company Options”) pursuant to the terms and conditions of the stock option agreement for such Company Option shall, by virtue of the Merger and without any action on the part of the holder thereof, be cancelled and extinguished and each holder of a Vested Company Option (each, a “Vested Option Holder” and collectively, the “Vested Option Holders”), upon delivery of such letters, signature pages, agreements and other documents as are or may be required under Section 1.7, in each case in the manner provided in Section 1.7, shall receive with respect to each of the Net Vested Option Shares of such Vested Option Holder: (iA) cash in the amount of the Cash Amount Per Share; (B) that number of shares of SafeNet Common Stock equal to the Exchange Ratio; and (C) at the times and in the manner specified in Section 1.6 and subject to the other provisions of this Agreement, any Earnout Consideration payable with respect to such Net Vested Option Shares pursuant to Section 1.6 (such amounts, together with any amounts paid pursuant to Section 1.5(a)(i)(C), the “Contingent Purchase Price”). (iii) each Seller Common Share (as defined in Section 2.3(a)) share of common stock of the Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into the right to receive $10.35 in cash as adjusted pursuant to Section 1.7(c) ("Common Merger Consideration")and exchanged for one validly issued, without interest thereon, upon surrender fully paid and nonassessable share of common stock of the certificate formerly representing such Share; and (ii) each Seller Preferred Share (as defined in Section 2.3(a)) issued Surviving Corporation. From and outstanding immediately prior to the Effective Time (other than Seller Preferred Shares held by Parent, Buyer or any wholly-owned Subsidiary of Parent or Buyer, which shares by virtue of the Merger and without any action The Preferred Merger Consideration, together with the Common Merger Consideration, is hereinafter referred to as the "Merger Consideration." (b) Each outstanding Seller Option (as defined in Section 2.3(b)) shall be subject to the terms of this Agreement. As of after the Effective Time, each outstanding Seller Option, whether or not then vested or exercisable, share certificate of Merger Sub theretofore evidencing ownership of any such shares shall have the expiration date thereof accelerated to the Closing Date, and Seller shall use its reasonable best efforts to cause each evidence ownership of such Seller Option to be converted into the right to receive from shares of capital stock of the Surviving Company an amount of cash equal Corporation. (b) Any consideration payable pursuant to the product of (i) the number of Seller Common Shares subject to the Seller Option and (ii) the excess, if any, of the Common Merger Consideration over the exercise price per Seller Common Share of such option (the "Option Consideration"). Each outstanding agreement for the issuance of warrants ("Warrants") and the shares which would be issuable upon the exercise of such warrants (such shares, "Warrant Shares"Section 1.5(a) shall be subject to the terms of this Agreement. Seller shall use its reasonable best efforts to cause each Warrant to be converted into the right to receive from the Surviving Company an amount of cash equal to the product of (i) the number of Warrant Shares and (ii) the excess, if any, of the Common Merger Consideration over the exercise price per Warrant Share of such Warrants (the "Warrant Consideration"). Prior to the Effective Time, Seller shall take all steps necessary to give written notice to each holder of a Seller Option and Warrant that all Seller Options and Warrants shall expire effective paid as of the Effective Time and be converted into the right to receive the Option Consideration or Warrant Consideration, as the case may be. The Surviving Company shall cause the Paying Agent (as defined below) to pay each holder of Seller Options and Warrants, promptly following the Effective Time, the Option Consideration or Warrant Consideration, as the case may be, for all Seller Options and of Warrant Shares held by such holder. The Seller Board or any committee thereof responsible for the administration of Seller's stock option plans or warrant plans shall take any and all action necessary to effectuate the matters described set forth in this Section 1.7(b) on or before 1.5 and in Sections 1.6 and 1.7. The amount, timing and form of consideration to be payable to the Effective Time. Any amounts payable pursuant to Shareholders, and the manner of payment, is set forth in this Section 1.7(b) shall be subject to any required withholding of taxes and shall be paid without interest. Parent agrees to provide the Surviving Company with sufficient funds to permit the Surviving Company to satisfy its obligations under this Section 1.7(b)Article 1. (c) The Common Merger Consideration shall be decreased to the extent and in the circumstances described in Section 5.3 (a)(ii)(y) and (z), Section 5.3(c), Section 5.3(d), the last sentence For purposes of Section 5.8 or the last sentence of Section 6.2(f). The Common Merger Consideration shall be increased by an amount (the "Closing Adjustment Amount") equal to: 50% of (i) consolidated cash, cash equivalents and marketable securities (valued equal to their market value) of Seller and its Subsidiaries, determined by Ernst & Young, LLP in accordance with GAAP, as of the close of business on the fifth business day prior to Closing (the "Measurement Date") minus (ii) consolidated cash, cash equivalents and marketable securities (valued equal to their market value) of Seller and its Subsidiaries, determined by Ernst & Young LLP in accordance with GAAP, as of June 30, 1999; minus (iii) the aggregate proceeds received by Seller and its Subsidiaries during the period after June 30, 1999 and on or prior to the Measurement Date of (x) any sales or other dispositions of assets of Seller or any of its Subsidiaries, (y) any incurrence of indebtedness or other non-equity financing by Seller or any of its Subsidiaries or (z) any issuances of equity interests by Seller orthis Agreement,

Merger Consideration. (a) At the Effective Time, by virtue In consideration of the Merger Seller and without any action on the part Company agreeing to the Merger, the Parent shall pay to the Seller the amount of ParentTwo Million Dollars ($2,000,000), Buyer, Seller or less an amount equal to the holders aggregate of the following securities: Option Payments, the Transaction Expenses and the Payoff Amount (i) each Seller Common Share the Option Payments, Transaction Expenses and Payoff Amount are collectively referred to as, the “Directed Closing Payments”), in cash and the Parent Shares, payable as set forth below and as may be adjusted by the Adjusted Amount. In the event that the total assets of the Company (as defined in Section 2.3(a)) issued and outstanding immediately prior including any receivables owed by Parent to the Effective Time shall be converted into Company) less the right to receive $10.35 in cash as adjusted pursuant to Section 1.7(c) ("Common Merger Consideration"), without interest thereon, upon surrender total liabilities of the certificate formerly representing such Share; and Company (ii) each Seller Preferred Share (including any deferred revenue and excluding any liabilities for the Directed Closing Payments, as defined in Section 2.3(a)) issued and outstanding immediately prior to the Effective Time (other than Seller Preferred Shares held by Parent, Buyer or any wholly-owned Subsidiary of Parent or Buyer, which shares by virtue of the Merger and without any action The Preferred Merger Consideration, together with the Common Merger Consideration, is hereinafter referred to as the "Merger Consideration." (b) Each outstanding Seller Option (as defined in Section 2.3(b)) shall be subject to the terms of this Agreement. As of the Effective Time, each outstanding Seller Optionas determined in accordance with GAAP applied on a consistent basis with the Company’s past practices, whether or not then vested or exercisableas reasonably and in good faith agreed to by the Parties or, shall have the expiration date thereof accelerated failing such agreement, as determined by arbitration pursuant to the Closing Dateprovisions of Section 6.2 hereof, and Seller is less than or more than $150,000, the Purchase Price shall use its reasonable best efforts to cause each such Seller Option to be converted into the right to receive from the Surviving Company reduced or increased, as applicable, by an amount of cash (the “Adjustment Amount”) equal to the product of (i) the number of Seller Common Shares subject to the Seller Option and (ii) the excess, if any, of the Common Merger Consideration over the exercise price per Seller Common Share amount of such option deficit (the "Option Consideration"). Each outstanding agreement for the issuance of warrants ("Warrants"“Deficit”) and the shares which would be issuable upon the exercise of such warrants (such shares, "Warrant Shares") shall be subject to the terms of this Agreement. Seller shall use its reasonable best efforts to cause each Warrant to be converted into the right to receive from the Surviving Company an amount of cash equal to the product of (i) the number of Warrant Shares and (ii) the excess, if any, of the Common Merger Consideration over the exercise price per Warrant Share of such Warrants or overage (the "Warrant Consideration"“Overage”). Prior to the Effective Time, Seller shall take all steps necessary to give written notice to each holder of a Seller Option and Warrant that all Seller Options and Warrants shall expire effective as of the Effective Time and be converted into the right to receive the Option Consideration or Warrant Consideration, as the case may be. The Surviving Company shall cause Prior to the Paying Agent (as defined below) to pay each holder of Seller Options and Warrants, promptly following the Effective TimeClosing, the Option Parties, acting reasonably and in good faith, shall attempt to agree upon the Adjustment Amount (the “Estimated Adjustment Amount”). Once the Adjustment Amount is determined, the Cash Consideration shall be reduced or Warrant Considerationincreased, as applicable, and the appropriate adjustment shall be paid by the Seller to the Parent or by the Parent to the Seller, as the case may be, for all Seller Options and within 10 days from the determination of Warrant Shares held by such holderthe amount thereof. The Seller Board or any committee thereof responsible In determining the Adjustment Amount, liabilities for the administration of Seller's stock option plans or warrant plans Directed Closing Payments shall take any and all action necessary to effectuate the matters described in this Section 1.7(b) on or before the Effective Time. Any amounts payable pursuant to this Section 1.7(b) shall not be subject to any required withholding of taxes and shall be paid without interest. Parent agrees to provide the Surviving Company with sufficient funds to permit the Surviving Company to satisfy its obligations under this Section 1.7(b). (c) The Common Merger Consideration shall be decreased to the extent and included in the circumstances described in Section 5.3 (a)(ii)(y) and (z), Section 5.3(c), Section 5.3(d), the last sentence of Section 5.8 or the last sentence of Section 6.2(f). The Common Merger Consideration shall be increased by an amount (the "Closing Adjustment Amount") equal to: 50% of (i) consolidated cash, cash equivalents and marketable securities (valued equal to their market value) of Seller and its Subsidiaries, determined by Ernst & Young, LLP in accordance with GAAP, as liabilities of the close of business on the fifth business day prior to Closing (the "Measurement Date") minus (ii) consolidated cash, cash equivalents and marketable securities (valued equal to their market value) of Seller and its Subsidiaries, determined by Ernst & Young LLP in accordance with GAAP, as of June 30, 1999; minus (iii) the aggregate proceeds received by Seller and its Subsidiaries during the period after June 30, 1999 and on or prior to the Measurement Date of (x) any sales or other dispositions of assets of Seller or any of its Subsidiaries, (y) any incurrence of indebtedness or other non-equity financing by Seller or any of its Subsidiaries or (z) any issuances of equity interests by Seller orCompany.

Merger Consideration. (a) At the Effective Time, by virtue of this Agreement and without any further action on the part of any shareholder of BFST or RSBI: A. All shares of RSBI Stock, other than Treasury Shares, will be cancelled and converted into the right to receive the consideration described in Section 2.05C–Section 2.05E. B. All of the issued and outstanding shares of common stock of BFST will remain issued and outstanding as the stock of the Surviving Corporation. C. All of the shares of RSBI Stock outstanding immediately prior to the Effective Time (the “Outstanding RSBI Shares”) shall be converted into and represent the right to receive aggregate merger consideration (the “Aggregate Merger Consideration”) consisting of: (i) an aggregate of $10,627,737 in cash, less the aggregate amount of the Aggregate Cash Equivalent Stock Consideration to be paid to Option Holders as set forth in Section 2.08 (the “Aggregate Cash Consideration”), and (ii) an aggregate of 1,679,608 shares of BFST Common Stock (the “Aggregate Stock Consideration”), unless such consideration is otherwise adjusted as provided in Section 2.06 below. D. At the Effective Time, all Outstanding RSBI Shares shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each certificate previously representing any such shares shall thereafter represent only the right to receive the allocable portion of the Aggregate Merger Consideration. Each such Outstanding RSBI Share shall, by virtue of the Merger and without any action on the part of Parentthe holder thereof, Buyer, Seller or be converted into and represent the holders of the following securities: right to receive: (i) an amount of cash (the “Per Share Cash Consideration”) equal to the quotient obtained by dividing (a) the Aggregate Cash Consideration by (b) the number of outstanding shares of RSBI Stock on a fully diluted basis; and (ii) a number shares of BFST Common Stock (the “Per Share Stock Consideration”) equal to the quotient obtained by dividing (a) the Aggregate Stock Consideration by (b) the number of Outstanding RSBI Shares (together with the Per Share Cash Consideration, the “Per Share Merger Consideration”), unless such Per Share Cash Consideration and/or Per Share Stock Consideration is otherwise adjusted as provided in Section 2.06. E. Notwithstanding anything in this Agreement to the contrary, BFST will not issue any fractional shares of BFST Common Stock otherwise issuable pursuant to the Merger. In lieu of the issuance of any such fractional shares, BFST shall pay to each Seller Common Share former holder of RSBI Stock otherwise entitled to receive such fractional share an amount of cash determined by multiplying (i) the Average Quoted Price (as defined in Section 2.3(a)9.01F) issued and outstanding immediately prior to the Effective Time shall be converted into the right to receive $10.35 in cash as adjusted pursuant to Section 1.7(c) ("Common Merger Consideration"), without interest thereon, upon surrender of the certificate formerly representing such Share; and (ii) each Seller Preferred Share (as defined in Section 2.3(a)) issued and outstanding immediately prior to the Effective Time (other than Seller Preferred Shares held by Parent, Buyer or any wholly-owned Subsidiary of Parent or Buyer, which shares by virtue of the Merger and without any action The Preferred Merger Consideration, together with the Common Merger Consideration, is hereinafter referred to as the "Merger Consideration." (b) Each outstanding Seller Option (as defined in Section 2.3(b)) shall be subject to the terms of this Agreement. As of the Effective Time, each outstanding Seller Option, whether or not then vested or exercisable, shall have the expiration date thereof accelerated to the Closing Date, and Seller shall use its reasonable best efforts to cause each such Seller Option to be converted into the right to receive from the Surviving Company an amount of cash equal to the product of (i) the number of Seller Common Shares subject to the Seller Option and (ii) the excessfraction of a share of BFST Common Stock which such holder would otherwise be entitled to receive pursuant to this Section 2.05. F. Notwithstanding anything in this Agreement to the contrary, any holder of RSBI Stock who properly perfects such holder’s appraisal rights in connection with the Merger by following the exact procedure required by the LBCA will be entitled to receive payment of the fair value, as contemplated in the LBCA, paid in cash for such holder’s shares of RSBI Stock in accordance with and to the extent required under the applicable provisions of the LBCA in lieu the allocable portion of the Aggregate Merger Consideration described in Section 2.05C–Section 2.05E; provided, however, that if such holder fails in any respect to strictly comply with the procedural requirements to perfect the holder’s appraisal rights under the applicable provisions of the LBCA, such holder will be entitled only to receive his or her allocable portion of the Aggregate Merger Consideration described in Section 2.05C–Section 2.05E. RSBI will give prompt written notice to BFST of any communications received from any shareholder of RSBI related to the exercise of, or indicating an intent to exercise appraisal rights. G. Treasury Shares, if any, of the Common Merger Consideration over the exercise price per Seller Common Share of such option (the "Option Consideration"). Each outstanding agreement for the issuance of warrants ("Warrants") will be canceled and the shares which would be issuable upon the exercise of such warrants (such shares, "Warrant Shares") shall be subject to the terms of this Agreement. Seller shall use its reasonable best efforts to cause each Warrant to be converted into the right to receive from the Surviving Company an amount of cash equal to the product of (i) the number of Warrant Shares and (ii) the excess, if any, of the Common Merger Consideration over the exercise price per Warrant Share of such Warrants (the "Warrant Consideration"). Prior to the Effective Time, Seller shall take all steps necessary to give written notice to each holder of a Seller Option and Warrant that all Seller Options and Warrants shall expire effective as of the Effective Time and be converted into the right to receive the Option Consideration extinguished without any conversion thereof or Warrant Consideration, as the case may be. The Surviving Company shall cause the Paying Agent (as defined below) to pay each holder of Seller Options and Warrants, promptly following the Effective Time, the Option Consideration or Warrant Consideration, as the case may be, for all Seller Options and of Warrant Shares held by such holder. The Seller Board or any committee thereof responsible for the administration of Seller's stock option plans or warrant plans shall take any and all action necessary to effectuate the matters described in this Section 1.7(b) on or before the Effective Time. Any amounts payable pursuant to this Section 1.7(b) shall be subject to any required withholding of taxes and shall be paid without interest. Parent agrees to provide the Surviving Company with sufficient funds to permit the Surviving Company to satisfy its obligations under this Section 1.7(b)consideration therefor. (c) The Common Merger Consideration shall be decreased to the extent and in the circumstances described in Section 5.3 (a)(ii)(y) and (z), Section 5.3(c), Section 5.3(d), the last sentence of Section 5.8 or the last sentence of Section 6.2(f). The Common Merger Consideration shall be increased by an amount (the "Closing Adjustment Amount") equal to: 50% of (i) consolidated cash, cash equivalents and marketable securities (valued equal to their market value) of Seller and its Subsidiaries, determined by Ernst & Young, LLP in accordance with GAAP, as of the close of business on the fifth business day prior to Closing (the "Measurement Date") minus (ii) consolidated cash, cash equivalents and marketable securities (valued equal to their market value) of Seller and its Subsidiaries, determined by Ernst & Young LLP in accordance with GAAP, as of June 30, 1999; minus (iii) the aggregate proceeds received by Seller and its Subsidiaries during the period after June 30, 1999 and on or prior to the Measurement Date of (x) any sales or other dispositions of assets of Seller or any of its Subsidiaries, (y) any incurrence of indebtedness or other non-equity financing by Seller or any of its Subsidiaries or (z) any issuances of equity interests by Seller or

Merger Consideration. (a) At Subject to the provisions of this Agreement, at the Effective Time, automatically by virtue of the Merger and without any action on the part of Parent, Buyer, Seller or the holders of the following securitiesany Person: (ia) each Seller Common Share subject to subsection (as defined in Section 2.3(a)c) below, the one share of Preferred Stock issued and outstanding immediately prior to the Effective Time shall become and be converted into solely the right to receive (i) cash in the amount of (A) 50% of the Cash Merger Consideration less (B) $10.35 in cash as adjusted pursuant to Section 1.7(c) 1,000,000 (such result, the "Common Merger Preferred Stock Cash Consideration"), without interest thereon, upon surrender (ii) 50% of the certificate formerly representing such ShareEquity Merger Consideration (the "Preferred Stock Equity Consideration"), and (iii) the Aggregate Preferred Contingent Consideration, if any, as provided in Section 2.7 below; and (iib) subject to subsection (c) below, each Seller share of Common Stock issued and outstanding immediately prior to the Effective Time shall become and be converted into solely the right to receive (i) cash in an amount equal to (A) the Cash Merger Consideration minus (B) the Preferred Share Stock Cash Consideration (as defined in Section 2.3(asuch result, the "Adjusted Common Stock Cash Consideration"), with the result of such subtraction being divided by (C) the number of shares of Common Stock issued and outstanding immediately prior to the Effective Time (other than Seller Preferred Shares held by Parent, Buyer or any wholly-owned Subsidiary the result of the foregoing computation being the "Per Share Cash Consideration") and (ii) that number of Parent or Buyer, which shares by virtue of Shares equal to (X) the Equity Merger and without any action The Consideration minus (Y) the Preferred Merger Stock Equity Consideration, together with the Common Merger Consideration, is hereinafter referred to as the "Merger Consideration." result of such subtraction being divided by (b) Each outstanding Seller Option (as defined in Section 2.3(b)) shall be subject to the terms of this Agreement. As of the Effective Time, each outstanding Seller Option, whether or not then vested or exercisable, shall have the expiration date thereof accelerated to the Closing Date, and Seller shall use its reasonable best efforts to cause each such Seller Option to be converted into the right to receive from the Surviving Company an amount of cash equal to the product of (iZ) the number of Seller shares of Common Shares subject Stock outstanding immediately prior to the Seller Option Effective Time (the result of the foregoing computation being the "Per Share Equity Consideration"), and (iiiii) the excessquotient of the Aggregate Common Contingent Consideration, if any, payable with respect to a share of the Common Merger Consideration over the exercise price per Seller Common Share of such option (the "Option Consideration"). Each outstanding agreement for the issuance of warrants ("Warrants") and the shares which would be issuable upon the exercise of such warrants (such sharesStock as provided in Section 2.7 below, "Warrant Shares") shall be subject to the terms of this Agreement. Seller shall use its reasonable best efforts to cause each Warrant to be converted into the right to receive from the Surviving Company an amount of cash equal to the product of (i) divided by the number of Warrant Shares shares of Common Stock issued and (ii) the excess, if any, of the Common Merger Consideration over the exercise price per Warrant Share of such Warrants (the "Warrant Consideration"). Prior outstanding immediately prior to the Effective Time, Seller shall take all steps necessary to give written notice to each holder . (c) Notwithstanding any other provision of a Seller Option and Warrant that all Seller Options and Warrants shall expire effective as of the Effective Time and be converted into the right to receive the Option Consideration or Warrant Consideration, as the case may be. The Surviving Company shall cause the Paying Agent (as defined below) to pay each holder of Seller Options and Warrants, promptly following the Effective Timethis Agreement, the Option amount of Preferred Stock Cash Consideration or Warrant Considerationand Adjusted Common Stock Cash Consideration shall be increased and/or decreased, as the case may be, for all to give effect to the proposition that the Preferred Seller Options and will receive an amount of Warrant Shares held by Preferred Stock Cash Consideration under subsection (a) that such holder. The Preferred Seller Board would have received if there was no increase or any committee thereof responsible for decrease, as the administration of Seller's stock option plans or warrant plans shall take any and all action necessary case may be, to effectuate the matters described in this Section 1.7(b) on or before the Effective Time. Any amounts payable pursuant to this Section 1.7(b) shall be subject to any required withholding of taxes and shall be paid without interest. Parent agrees to provide the Surviving Company with sufficient funds to permit the Surviving Company to satisfy its obligations under this Section 1.7(b). (c) The Common Adjusted Merger Consideration shall be decreased to the extent and in the circumstances described in Section 5.3 (a)(ii)(y) and (z)as a result of a Net Capital Excess or Net Capital Shortfall, Section 5.3(c), Section 5.3(d), the last sentence of Section 5.8 or the last sentence of Section 6.2(f). The Common Merger Consideration shall be increased by an amount (the "Closing Adjustment Amount") equal to: 50% of (i) consolidated cash, cash equivalents and marketable securities (valued equal to their market value) of Seller and its Subsidiaries, determined by Ernst & Young, LLP in accordance with GAAP, as of the close of business on the fifth business day prior to Closing (the "Measurement Date") minus (ii) consolidated cash, cash equivalents and marketable securities (valued equal to their market value) of Seller and its Subsidiaries, determined by Ernst & Young LLP in accordance with GAAP, as of June 30, 1999; minus (iii) the aggregate proceeds received by Seller and its Subsidiaries during the period after June 30, 1999 and on or prior to the Measurement Date of (x) any sales or other dispositions of assets of Seller or any of its Subsidiaries, (y) any incurrence of indebtedness or other non-equity financing by Seller or any of its Subsidiaries or (z) any issuances of equity interests by Seller orrespectively.

Merger Consideration. (a) At Subject to the Effective Time, by virtue of the Merger allocation and without any action on the part of Parent, Buyer, Seller or the holders of the following securities: (i) each Seller Common Share (as defined election procedures in Section 2.3(a)) 3.03, each CB Share issued and outstanding immediately prior to the Effective Time shall Time, together with the related CB Bancshares Right attached thereto, will be converted into the right to receive receive, at the election of the holder thereof as provided in Section 3.03, either (i) cash (the "Cash Consideration") in an amount equal to (x) 2.6752 multiplied by the Measuring Price plus (y) $10.35 in cash as adjusted pursuant to Section 1.7(c20.00, or (ii) a number of fully paid and nonassessable shares of Central Pacific Common Stock (the "Common Stock Consideration" and together with the Cash Consideration, the "Merger Consideration"), without interest thereon, upon surrender ) equal to the amount of the certificate formerly representing such Share; Cash Consideration divided by the Measuring Price, that number rounded to the fourth decimal place. All references in this Agreement to Central ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Stock to be issued pursuant to the Merger shall be deemed to include Central Pacific Rights pursuant to the Central Pacific Rights Agreement, except where the context requires otherwise. Certificates that represented CB Shares before the Effective Time will be deemed for all purposes to represent the right to receive the Merger Consideration and any dividends or other distributions pursuant to this Article III. Notwithstanding anything in this Section 3.01(a) to the contrary: (i) each CB Share owned by Central Pacific (other than in a fiduciary or agency capacity or as a result of debts previously contracted) or held in CB Bancshares' treasury (the "Excluded Shares") will be cancelled and no consideration will be issued or paid in exchange therefor, and (ii) each Seller Preferred Share (as defined in Section 2.3(a)) issued and outstanding immediately prior any holder of CB Shares may elect to be paid the "fair value" of his or her CB Shares pursuant to the Effective Time (other than Seller Preferred Shares held by Parent, Buyer or any wholly-owned Subsidiary of Parent or Buyer, which shares by virtue procedure set forth in Part XIV of the Merger and without any action The Preferred Merger ConsiderationHBCA (such holder, together with the Common Merger Consideration, is hereinafter referred to as the a "Merger Consideration.Dissenting Shareholder" (b) Each outstanding Seller Option (as defined in Section 2.3(b)) shall be subject to the terms of this Agreement. As of the Effective Time, each outstanding Seller Option, whether or not then vested or exercisable, shall have the expiration date thereof accelerated to the Closing Date, and Seller shall use its reasonable best efforts to cause each such Seller Option to be converted into the right to receive from the Surviving Company an amount of cash equal to the product of (i) the number of Seller Common Shares subject to the Seller Option and (ii) the excess, if any, of the Common Merger Consideration over the exercise price per Seller Common Share of such option (the "Option Consideration"). Each outstanding agreement for the issuance of warrants ("Warrants") and the shares which would be issuable upon the exercise of such warrants (such shares, "Warrant Shares") shall be subject to the terms of this Agreement. Seller shall use its reasonable best efforts to cause each Warrant to be converted into the right to receive from the Surviving Company an amount of cash equal to the product of (i) the number of Warrant Shares and (ii) the excess, if any, of the Common Merger Consideration over the exercise price per Warrant Share of such Warrants (the "Warrant Consideration"). Prior to the Effective Time, Seller shall take all steps necessary to give written notice to each holder of a Seller Option and Warrant that all Seller Options and Warrants shall expire effective as of the Effective Time and be converted into the right to receive the Option Consideration or Warrant Consideration, as the case may be. The Surviving Company shall cause the Paying Agent (as defined below) to pay each holder of Seller Options and Warrants, promptly following the Effective Time, the Option Consideration or Warrant Consideration, as the case may be, for all Seller Options and of Warrant CB Shares held by such holderDissenting Shareholder, the "Dissenting Shares"); provided that such Dissenting Shareholder follows the procedures and takes action in accordance with such Part of the HBCA. The Seller Board If any Dissenting Shareholder gives notice of intent to demand payment to CB Bancshares, CB Bancshares will promptly give Central Pacific notice thereof, and Central Pacific will have the right to direct all negotiations and proceedings with respect to any such demands. Neither CB Bancshares nor the Surviving Corporation will, except with the prior written consent of Central Pacific as to the determination of fair value, make any payment pursuant toss.414-356 of the HBCA or offer pursuant toss.414-358 of the HBCA. No Dissenting Shareholder shall be entitled to the Merger Consideration or any committee thereof responsible for the administration of Seller's stock option plans dividends or warrant plans shall take any and all action necessary to effectuate the matters described in this Section 1.7(b) on or before the Effective Time. Any amounts payable other distributions pursuant to this Section 1.7(b) shall be subject Article III. If any Dissenting Shareholder fails to any required withholding of taxes and shall be paid without interest. Parent agrees perfect or effectively withdraws or loses the right to provide the Surviving Company with sufficient funds to permit the Surviving Company to satisfy its obligations under this Section 1.7(b). (c) The Common Merger Consideration shall be decreased to the extent and in the circumstances described in Section 5.3 (a)(ii)(y) and (z), Section 5.3(c), Section 5.3(d)dissent, the last sentence CB Shares held by such Dissenting Shareholder will thereupon be treated as though such shares had been converted into CB Shares in respect of Section 5.8 or the last sentence of Section 6.2(f). The Common Merger Consideration shall be increased by an amount (the "Closing Adjustment Amount") equal to: 50% of (i) consolidated cash, cash equivalents and marketable securities (valued equal to their market value) of Seller and its Subsidiaries, determined by Ernst & Young, LLP in accordance with GAAP, as of the close of business on the fifth business day prior to Closing (the "Measurement Date") minus (ii) consolidated cash, cash equivalents and marketable securities (valued equal to their market value) of Seller and its Subsidiaries, determined by Ernst & Young LLP in accordance with GAAP, as of June 30, 1999; minus (iii) the aggregate proceeds received by Seller and its Subsidiaries during the period after June 30, 1999 and on or prior to the Measurement Date of (x) any sales or other dispositions of assets of Seller or any of its Subsidiaries, (y) any incurrence of indebtedness or other nonwhich a Non-equity financing by Seller or any of its Subsidiaries or (z) any issuances of equity interests by Seller orElection is made.

Merger Consideration. (a) At the Effective Time, subject to the other provisions of this Agreement, each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (excluding Company Excluded Shares) shall, by virtue of the Merger and without any action on the part of the holder thereof, the Parent, Buyer, Seller the Merger Sub or the holders Company, be converted into the right to receive the number of fully paid and nonassessable shares of common stock, par value $0.001 per share, of the following securities: Parent (i“Parent Common Stock”) each Seller equal to the Exchange Ratio (collectively, the “Merger Consideration”). The “Exchange Ratio” shall equal the quotient of (x) the quotient of (A) the Aggregate Cash-Value Merger Consideration divided by (B) the number of shares of Company Common Share (as defined in Section 2.3(a)) Stock issued and outstanding immediately prior to the Effective Time shall be converted into plus those shares that may become issuable as Parent Common Stock at or after the right to receive $10.35 in cash as adjusted Effective Time pursuant to Section 1.7(c) ("Common Merger Consideration"2.1(e)(i), without interest thereon(iii), upon surrender of the certificate formerly representing (iv), (v) or (vi) hereof, provided that such Share; and (ii) each Seller Preferred Share (as defined in Section 2.3(a)) issued and outstanding immediately prior to the Effective Time (other than Seller Preferred Shares held by Parentissuable shares shall, Buyer or solely for this purpose, exclude any wholly-owned Subsidiary of Parent or Buyer, which such shares by virtue of the Merger and without any action The Preferred Merger Consideration, together with the Common Merger Consideration, is hereinafter referred to as the "Merger Consideration." (b) Each outstanding Seller Option (as defined in Section 2.3(b)) shall be that are subject to the terms of this Agreement. As of the Effective Time, each outstanding Seller Option, whether Company Stock Options or not then vested or exercisable, shall have the expiration date thereof accelerated to the Closing Date, and Seller shall use its reasonable best efforts to cause each such Seller Option to be converted into the right to receive from the Surviving Company an amount of cash equal to the product of (i) the number of Seller Common Shares subject to the Seller Option and (ii) the excess, if any, of the Common Merger Consideration over the exercise price per Seller Common Share of such option (the "Option Consideration"). Each outstanding agreement for the issuance of warrants ("Warrants") and the shares which would be issuable upon the exercise of such warrants (such shares, "Warrant Shares") shall be subject to the terms of this Agreement. Seller shall use its reasonable best efforts to cause each Warrant to be converted into the right to receive from the Surviving Company an amount of cash equal to the product of (i) the number of Warrant Shares and (ii) the excess, if any, of the Common Merger Consideration over the exercise price per Warrant Share of such Warrants (the "Warrant Consideration"). Prior to the Effective Time, Seller shall take all steps necessary to give written notice to each holder of a Seller Option and Warrant that all Seller Options and Warrants shall expire effective SARs as of the Effective Time and the exercise price or base price, respectively, therefor is, with respect to Company Common Stock, greater than the greater of (i) $6.05 and (ii) the closing stock price of Company Common Stock on NASDAQ on the last Trading Day immediately prior to the Closing Date, in each case on a per share basis, and with respect to Company SARs shall include solely the net number of shares of Company Common Stock that shall be converted into issuable as calculated using the right closing price of the Company Common Stock on the day prior to receive the Option Consideration or Warrant ConsiderationClosing Date divided by (y) $9.5464, as and rounding the case may beExchange Ratio to the nearest ten-thousandth. The Surviving Company shall cause the Paying Agent (as defined below) to pay each holder For purposes of Seller Options and Warrants, promptly following the Effective Timethis Agreement, the Option Consideration or Warrant “Aggregate Cash-Value Merger Consideration” shall equal $28,000,000, as the case may be, for all Seller Options and of Warrant Shares held by such holder. The Seller Board or any committee thereof responsible for the administration of Seller's stock option plans or warrant plans shall take any and all action necessary to effectuate the matters described in this Section 1.7(b) on or before the Effective Time. Any amounts payable pursuant to this Section 1.7(b) but shall be subject to any required withholding upward adjustment as expressly contemplated by the last paragraph of taxes Section 5.1 and shall be paid without interest. Parent agrees to provide the Surviving Company with sufficient funds to permit the Surviving Company to satisfy its obligations under this Section 1.7(b). (c) The Common Merger Consideration shall be decreased after written notice to the extent and in the circumstances described in Section 5.3 (a)(ii)(y) and (z), Section 5.3(c), Section 5.3(d), the last sentence of Section 5.8 or the last sentence of Section 6.2(f). The Common Merger Consideration shall be increased by an amount (the "Closing Adjustment Amount") equal to: 50% of (i) consolidated cash, cash equivalents and marketable securities (valued equal to their market value) of Seller and its Subsidiaries, determined by Ernst & Young, LLP in accordance with GAAP, as of the close of business on the fifth business day prior to Closing (the "Measurement Date") minus (ii) consolidated cash, cash equivalents and marketable securities (valued equal to their market value) of Seller and its Subsidiaries, determined by Ernst & Young LLP in accordance with GAAP, as of June 30, 1999; minus (iii) the aggregate proceeds received by Seller and its Subsidiaries during the period after June 30, 1999 and on or Parent at least three Trading Days prior to the Measurement Closing Date of (x) any sales or other dispositions such adjustment, which notice shall include reasonable detail of assets of Seller or any of its Subsidiariesthe proceeds of, (y) any incurrence of indebtedness or other non-equity financing by Seller or any of its Subsidiaries or (z) any issuances of equity interests by Seller orand all transaction costs, fees and expenses and gross Tax liabilities attributable to, the IP Sale.

Merger Consideration. (a) At Subject to the terms and conditions of this Agreement, as of the Effective Time, by virtue of the Merger and without any action on the part of ParentMerger Sub, Buyer, Seller the Company or the holders holder of any shares of the Company Capital Stock, the following securitiesshall occur: (ia) each Seller CONVERSION OF COMPANY COMMON STOCK. Each share of Common Share Stock of the Company (as defined in Section 2.3(a)the "COMPANY COMMON STOCK") issued and outstanding immediately prior to the Effective Time shall will be canceled and extinguished and converted automatically into the right to receive a pro rata share of the merger consideration as set forth in Schedule 1.6(a) (the "MERGER CONSIDERATION") as follows: (i) a portion of the cash consideration of $10.35 in cash 500,000 payable as adjusted set forth below, (ii) a portion of the stock consideration of 550,000 shares of Parent Common Stock (the "STOCK CONSIDERATION") (subject to the adjustment as set forth below), and (iii) a portion of the warrant consideration consisting of the two-year warrants to purchase up to an aggregate of 200,000 shares pursuant to Section 1.7(c) ("Common Merger Consideration")the terms of the warrant agreement attached as Exhibit B., without interest thereon, all upon surrender of the certificate formerly certificates representing such Shareshares of Company Common Stock in the manner provided in Section 1.8; andprovided, that certain of such shares included in the Merger Consideration shall be placed into escrow as set forth below. The cash payments pursuant to this Agreement shall be made by Parent as follows: $100,000 shall be paid to the Escrow Agent pursuant to the Escrow Agreement and $400,000 shall be paid at Closing. The Stock Consideration shall be subject to adjustment as follows: in the event shares of Parent Common Stock begin trading in a recognized public market at a price of less than $10 per share (as adjusted for any stock splits), Parent shall pay to the Shareholders, within 30 days after commencement of trading, cash or additional shares of Parent Common Stock (at Parent's option), such that the value of the Stock Consideration is $10 per share (with the additional shares valued at the then-current trading price). [For example, if shares of Parent Common Stock are sold at $8 per share in an initial public offering, the amount of the shortfall would be $2 per share. Parent would pay to the Shareholders $2 in cash per share or issue additional shares of Parent Common Stock valued at $8 per share, at Parent's option, such that the aggregate value of the Stock Consideration would equal $5,500,000.] (iib) each Seller Preferred Share (as defined in Section 2.3(a)) issued and outstanding CANCELLATION OF COMPANY-OWNED STOCK. Each share of Company Capital Stock owned by the Company or any direct or indirect wholly-owned subsidiary of the Company immediately prior to the Effective Time (other than Seller Preferred Shares held by Parent, Buyer or any wholly-owned Subsidiary of Parent or Buyer, which shares by virtue of the Merger shall be canceled and extinguished without any action The Preferred Merger Consideration, together with the Common Merger Consideration, is hereinafter referred to as the "Merger Considerationconversion thereof." (b) Each outstanding Seller Option (as defined in Section 2.3(b)) shall be subject to the terms of this Agreement. As of the Effective Time, each outstanding Seller Option, whether or not then vested or exercisable, shall have the expiration date thereof accelerated to the Closing Date, and Seller shall use its reasonable best efforts to cause each such Seller Option to be converted into the right to receive from the Surviving Company an amount of cash equal to the product of (i) the number of Seller Common Shares subject to the Seller Option and (ii) the excess, if any, of the Common Merger Consideration over the exercise price per Seller Common Share of such option (the "Option Consideration"). Each outstanding agreement for the issuance of warrants ("Warrants") and the shares which would be issuable upon the exercise of such warrants (such shares, "Warrant Shares") shall be subject to the terms of this Agreement. Seller shall use its reasonable best efforts to cause each Warrant to be converted into the right to receive from the Surviving Company an amount of cash equal to the product of (i) the number of Warrant Shares and (ii) the excess, if any, of the Common Merger Consideration over the exercise price per Warrant Share of such Warrants (the "Warrant Consideration"). Prior to the Effective Time, Seller shall take all steps necessary to give written notice to each holder of a Seller Option and Warrant that all Seller Options and Warrants shall expire effective as of the Effective Time and be converted into the right to receive the Option Consideration or Warrant Consideration, as the case may be. The Surviving Company shall cause the Paying Agent (as defined below) to pay each holder of Seller Options and Warrants, promptly following the Effective Time, the Option Consideration or Warrant Consideration, as the case may be, for all Seller Options and of Warrant Shares held by such holder. The Seller Board or any committee thereof responsible for the administration of Seller's stock option plans or warrant plans shall take any and all action necessary to effectuate the matters described in this Section 1.7(b) on or before the Effective Time. Any amounts payable pursuant to this Section 1.7(b) shall be subject to any required withholding of taxes and shall be paid without interest. Parent agrees to provide the Surviving Company with sufficient funds to permit the Surviving Company to satisfy its obligations under this Section 1.7(b). (c) The Common Merger Consideration shall be decreased to the extent and in the circumstances described in Section 5.3 (a)(ii)(y) and (z), Section 5.3(c), Section 5.3(d), the last sentence of Section 5.8 or the last sentence of Section 6.2(f). The Common Merger Consideration shall be increased by an amount (the "Closing Adjustment Amount") equal to: 50% of (i) consolidated cash, cash equivalents and marketable securities (valued equal to their market value) of Seller and its Subsidiaries, determined by Ernst & Young, LLP in accordance with GAAP, as of the close of business on the fifth business day prior to Closing (the "Measurement Date") minus (ii) consolidated cash, cash equivalents and marketable securities (valued equal to their market value) of Seller and its Subsidiaries, determined by Ernst & Young LLP in accordance with GAAP, as of June 30, 1999; minus (iii) the aggregate proceeds received by Seller and its Subsidiaries during the period after June 30, 1999 and on or prior to the Measurement Date of (x) any sales or other dispositions of assets of Seller or any of its Subsidiaries, (y) any incurrence of indebtedness or other non-equity financing by Seller or any of its Subsidiaries or (z) any issuances of equity interests by Seller or

Merger Consideration. At the Effective Time, Seller shall receive from or on behalf of Acquisition the following consideration, representing full and complete payment by Acquisition to Seller for the Shares ("Merger Consideration"), payable as described below: (a) At the Effective Time, by virtue Acquisition shall cause to be issued to or on behalf of Seller Clariti Shares with a Value equal to $2,907,750 [the "Clariti Shares Issued at Closing"]. Seller shall execute and deliver at the Closing the Lock-Up Agreement restricting the transferability or other disposition of the Merger and without any action on Clariti Shares Issued at Closing for the part of Parent, Buyer, Seller or one (1) year period commencing the holders date of the following securities: (i) each Seller Common Share (as defined in Section 2.3(a)) issued and outstanding immediately prior to Closing. The number of shares of the Effective Time Clariti Shares Issued at Closing assumes that Company shall produce the Minimum 1999 Gross Revenues. In the event that Company's 1999 Gross Revenues are less than the Minimum 1999 Gross Revenues, the number of Clariti Shares Issued at Closing shall be converted into the right to receive $10.35 in cash reduced as adjusted pursuant to Section 1.7(c) ("Common Merger Consideration"), without interest thereon, upon surrender hereinafter provided. The value of the certificate formerly representing such Share; and (ii) each Seller Preferred Share (as defined in Section 2.3(a)) issued and outstanding immediately prior to the Effective Time (other than Seller Preferred Clariti Shares held by Parent, Buyer or any wholly-owned Subsidiary of Parent or Buyer, which shares by virtue of the Merger and without any action The Preferred Merger Consideration, together with the Common Merger Consideration, is hereinafter referred to as the "Merger Consideration." (b) Each outstanding Seller Option (as defined in Section 2.3(b)) Issued at Closing shall be subject to the terms of this Agreement. As of the Effective Time, each outstanding Seller Option, whether or not then vested or exercisable, shall have the expiration date thereof accelerated to the Closing Date, and Seller shall use its reasonable best efforts to cause each such Seller Option to be converted into the right to receive from the Surviving Company an amount of cash equal to the product of $2,907,750 multiplied by a fraction (ia) the number numerator of Seller Common Shares subject to which is the Seller Option and (ii) the excess, if any, of the Common Merger Consideration over the exercise price per Seller Common Share of such option (the "Option Consideration"). Each outstanding agreement for the issuance of warrants ("Warrants") and the shares which would be issuable upon the exercise of such warrants (such shares, "Warrant Shares") shall be subject to the terms of this Agreement. Seller shall use its reasonable best efforts to cause each Warrant to be converted into the right to receive from the Surviving Company an amount of cash equal to the product lesser of (i) $8,000,000 or (ii) Company's actual 1999 Gross Revenues and, (b) the denominator of which is $8,000,000. Any adjustment in the number of Warrant Clariti Shares and (ii) Issued at Closing shall be made as soon as practicable following the excess, if any, of the Common Merger Consideration over the exercise price per Warrant Share determination of such Warrants (the "Warrant Consideration")adjustment. Prior to In addition, at the Effective Time, Acquisition shall pay to Seller by check or wire transfer, Seventy Five Thousand Dollars ($75,000). (b) As Additional Merger Consideration, Seller shall take all steps necessary be entitled to give receive Additional Merger Consideration from or on behalf of Acquisition provided that Seller is a full time employee of the Company during the time periods set forth in this Section. Such Additional Merger Consideration shall be in the form of Clariti Shares which Acquisition shall cause to be issued to Seller as provided for below. Clariti shall, and is hereby obligated to, issue the Seller on behalf of Acquisition the Clariti Shares as provided for below. (i) Provided that (A) Seller has been continuously employed as a full-time employee of the Surviving Corporation for the period commencing January 1, 2000 and terminating December 31, 2000 and (B) Seller is not in default of any of the material provisions of any of the Transaction Documents which default has not been cured by Seller within ten (10) business days from the date on which Seller receives written notice of such default, Seller shall earn Clariti Shares with a Value equal to each holder of $2,000,000. (ii) Provided that (A) Seller has been continuously employed as a Seller Option and Warrant that all Seller Options and Warrants shall expire effective as full-time employee of the Effective Time and be converted into the right to receive the Option Consideration or Warrant Consideration, as the case may be. The Surviving Company shall cause the Paying Agent (as defined below) to pay each holder of Seller Options and Warrants, promptly following the Effective Time, the Option Consideration or Warrant Consideration, as the case may be, for all Seller Options and of Warrant Shares held by such holder. The Seller Board or any committee thereof responsible Corporation for the administration period commencing January 1, 2001 and terminating December 31, 2001 and (B) Seller is not in default of Seller's stock option plans or warrant plans any of the material provisions of any of the Transaction Documents which default has not been cured by Seller within ten (10) business days from the date on which Seller receives written notice of such default, Seller shall take any and all action necessary earn Clariti Shares with a Value equal to effectuate the matters described in this Section 1.7(b$1,500,000. (iii) on or before the Effective Time. Any amounts payable pursuant to this Section 1.7(bProvided that (A) shall be subject to any required withholding Seller has been continuously employed as a full-time employee of taxes and shall be paid without interest. Parent agrees to provide the Surviving Company Corporation for the period commencing January 1, 2002 and terminating December 31, 2002 and (B) Seller is not in default of any of the material provisions of any of the Transaction Documents which default has not been cured by Seller within ten (10) business days from the date on which Seller receives written notice of such default, Seller shall earn Clariti Shares with sufficient funds a Value equal to permit the Surviving Company to satisfy its obligations under this Section 1.7(b)$1,500,000. (c) The Common Merger Consideration delivered upon the exchange of Shares shall be decreased deemed to have been issued in full satisfaction of all rights pertaining to such Shares. If, after the Effective Time, certificates representing Shares are presented to the extent and in the circumstances described in Section 5.3 (a)(ii)(y) and (z)Surviving Corporation for any reason, Section 5.3(c), Section 5.3(d), the last sentence of Section 5.8 or the last sentence of Section 6.2(f). The Common Merger Consideration they shall be increased by an amount (the "Closing Adjustment Amount") equal to: 50% of (i) consolidated cash, cash equivalents and marketable securities (valued equal to their market value) of Seller and its Subsidiaries, determined by Ernst & Young, LLP in accordance with GAAP, as of the close of business on the fifth business day prior to Closing (the "Measurement Date") minus (ii) consolidated cash, cash equivalents and marketable securities (valued equal to their market value) of Seller and its Subsidiaries, determined by Ernst & Young LLP in accordance with GAAP, as of June 30, 1999; minus (iii) the aggregate proceeds received by Seller and its Subsidiaries during the period after June 30, 1999 and on or prior to the Measurement Date of (x) immediately cancelled without any sales or other dispositions of assets of Seller or any of its Subsidiaries, (y) any incurrence of indebtedness or other non-equity financing by Seller or any of its Subsidiaries or (z) any issuances of equity interests by Seller orfurther consideration.

Merger Consideration. (a) At the Merger Effective Time, by virtue of the Merger and without any further action on the part of ParentRooster Acquisition Corp., Buyer, Seller Cabot or the holders of the following securities: (i) Cabot Common Shareholders, each Seller Cabot Common Share (as defined in Section 2.3(a)) issued and outstanding immediately prior to the Merger Effective Time (other than any Cabot Common Shares that are owned by the CalWest Parties, which Cabot Common Shares shall be cancelled as provided below) shall be converted into the right to receive $10.35 the greater of the Per Share Amount, or any higher price paid per Cabot Common Share in cash as adjusted pursuant to Section 1.7(c) the Offer, in cash, without interest thereon (the "Common Merger Consideration"), without interest thereon, ---------------------- upon surrender of the certificate formerly representing such Share; and (ii) each Seller Preferred Share Certificate (as defined in Section 2.3(a3.2(b)) issued formerly -------------- evidencing such share. All such Cabot Common Shares, when so converted, shall no longer be outstanding and outstanding immediately prior shall automatically be canceled and retired and shall cease to exist, and each holder of a Certificate representing any such shares shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration to be paid in consideration therefor upon the surrender of such Certificates in accordance with Section 3.2, without interest. ----------- (b) At the Merger Effective Time (other than Seller Preferred Shares held by ParentTime, Buyer or any wholly-owned Subsidiary of Parent or Buyer, which shares by virtue of the Merger and without any further action The Preferred Merger Considerationon the part of Rooster Acquisition Corp., together with Cabot or the Cabot Common Merger Consideration, is hereinafter referred to as the "Merger Consideration."Shareholders: (b) Each outstanding Seller Option (as defined in Section 2.3(b)) shall be subject to the terms of this Agreement. As of the Effective Time, each outstanding Seller Option, whether or not then vested or exercisable, shall have the expiration date thereof accelerated to the Closing Date, and Seller shall use its reasonable best efforts to cause each such Seller Option to be converted into the right to receive from the Surviving Company an amount of cash equal to the product of (i) the number of Seller Each Cabot Common Shares subject Share issued and outstanding immediately prior to the Seller Option Merger Effective Time that is owned by the CalWest Parties shall automatically be canceled and (ii) the excessretired and shall cease to exist, if any, of the Common Merger Consideration over the exercise price per Seller Common Share of such option (the "Option Consideration"). Each outstanding agreement for the issuance of warrants ("Warrants") and the shares which would be issuable upon the exercise of such warrants (such shares, "Warrant Shares") shall be subject to the terms of this Agreement. Seller shall use its reasonable best efforts to cause each Warrant to be converted into the right to receive from the Surviving Company an amount of cash equal to the product of (i) the number of Warrant Shares and (ii) the excess, if any, of the Common Merger Consideration over the exercise price per Warrant Share of such Warrants (the "Warrant Consideration"). Prior to the Effective Time, Seller shall take all steps necessary to give written notice to each holder of a Seller Option Certificate evidencing any such shares shall cease to have any rights with respect thereto, and Warrant that all Seller Options no payment, distribution or other consideration shall be made with respect thereto; and (ii) Each share of common stock, par value $1.00 per share, of Rooster Acquisition Corp. issued and Warrants shall expire effective as of outstanding immediately prior to the Merger Effective Time and shall be converted into and become one validly issued, fully paid and nonassessable common share of beneficial interest, par value $.01 per share, of the right to receive the Option Consideration or Warrant Consideration, as the case may be. The Surviving Company shall cause the Paying Agent (as defined below) to pay each holder of Seller Options and Warrants, promptly following the Effective Time, the Option Consideration or Warrant Consideration, as the case may be, for all Seller Options and of Warrant Shares held by such holder. The Seller Board or any committee thereof responsible for the administration of Seller's stock option plans or warrant plans shall take any and all action necessary to effectuate the matters described in this Section 1.7(b) on or before the Effective Time. Any amounts payable pursuant to this Section 1.7(b) shall be subject to any required withholding of taxes Entity and shall be paid without interest. Parent agrees to provide constitute the only outstanding common shares of beneficial interest of the Surviving Company with sufficient funds to permit the Surviving Company to satisfy its obligations under this Section 1.7(b)Entity. (c) The Common Merger Consideration shall be decreased to the extent and in the circumstances described in Section 5.3 (a)(ii)(y) and (z), Section 5.3(c), Section 5.3(d), the last sentence of Section 5.8 or the last sentence of Section 6.2(f). The Common Merger Consideration shall be increased by an amount (the "Closing Adjustment Amount") equal to: 50% of (i) consolidated cash, cash equivalents and marketable securities (valued equal to their market value) of Seller and its Subsidiaries, determined by Ernst & Young, LLP in accordance with GAAP, as of the close of business on the fifth business day prior to Closing (the "Measurement Date") minus (ii) consolidated cash, cash equivalents and marketable securities (valued equal to their market value) of Seller and its Subsidiaries, determined by Ernst & Young LLP in accordance with GAAP, as of June 30, 1999; minus (iii) the aggregate proceeds received by Seller and its Subsidiaries during the period after June 30, 1999 and on or prior to the Measurement Date of (x) any sales or other dispositions of assets of Seller or any of its Subsidiaries, (y) any incurrence of indebtedness or other non-equity financing by Seller or any of its Subsidiaries or (z) any issuances of equity interests by Seller or

Merger Consideration. (a) At Subject to the Effective Time, by virtue of the Merger allocation and without any action on the part of Parent, Buyer, Seller or the holders of the following securities: (i) each Seller Common Share (as defined election procedures in Section 2.3(a)) 3.03, each CB Share issued and outstanding immediately prior to the Effective Time shall Time, together with the related CB Bancshares Right attached thereto, will be converted into the right to receive receive, at the election of the holder thereof as provided in Section 3.03, either (i) cash (the “Cash Consideration”) in an amount equal to (x) 2.6752 multiplied by the Measuring Price plus (y) $10.35 20.00, or (ii) a number of fully paid and nonassessable shares of Central Pacific Common Stock (the “Stock Consideration” and together with the Cash Consideration, the “Merger Consideration”) equal to the amount of the Cash Consideration divided by the Measuring Price, that number rounded to the fourth decimal place. All references in cash as adjusted this Agreement to Central Pacific Common Stock to be issued pursuant to the Merger shall be deemed to include Central Pacific Rights pursuant to the Central Pacific Rights Agreement, except where the context requires otherwise. Certificates that represented CB Shares before the Effective Time will be deemed for all purposes to represent the right to receive the Merger Consideration and any dividends or other distributions pursuant to this Article III. Notwithstanding anything in this Section 1.7(c3.01(a) to the contrary: ("Common Merger Consideration")i) each CB Share owned by Central Pacific (other than in a fiduciary or agency capacity or as a result of debts previously contracted) or held in CB Bancshares’ treasury (the “Excluded Shares”) will be cancelled and no consideration will be issued or paid in exchange therefor, without interest thereon, upon surrender of the certificate formerly representing such Share; and (ii) each Seller Preferred Share (as defined in Section 2.3(a)) issued and outstanding immediately prior any holder of CB Shares may elect to be paid the “fair value” of his or her CB Shares pursuant to the Effective Time (other than Seller Preferred Shares held by Parent, Buyer or any wholly-owned Subsidiary of Parent or Buyer, which shares by virtue procedure set forth in Part XIV of the Merger and without any action The Preferred Merger ConsiderationHBCA (such holder, together with the Common Merger Consideration, is hereinafter referred to as the "Merger Consideration." (b) Each outstanding Seller Option (as defined in Section 2.3(b)) shall be subject to the terms of this Agreement. As of the Effective Time, each outstanding Seller Option, whether or not then vested or exercisable, shall have the expiration date thereof accelerated to the Closing Datea “Dissenting Shareholder”, and Seller shall use its reasonable best efforts to cause each such Seller Option to be converted into the right to receive from the Surviving Company an amount of cash equal to the product of (i) the number of Seller Common Shares subject to the Seller Option and (ii) the excess, if any, of the Common Merger Consideration over the exercise price per Seller Common Share of such option (the "Option Consideration"). Each outstanding agreement for the issuance of warrants ("Warrants") and the shares which would be issuable upon the exercise of such warrants (such shares, "Warrant Shares") shall be subject to the terms of this Agreement. Seller shall use its reasonable best efforts to cause each Warrant to be converted into the right to receive from the Surviving Company an amount of cash equal to the product of (i) the number of Warrant Shares and (ii) the excess, if any, of the Common Merger Consideration over the exercise price per Warrant Share of such Warrants (the "Warrant Consideration"). Prior to the Effective Time, Seller shall take all steps necessary to give written notice to each holder of a Seller Option and Warrant that all Seller Options and Warrants shall expire effective as of the Effective Time and be converted into the right to receive the Option Consideration or Warrant Consideration, as the case may be. The Surviving Company shall cause the Paying Agent (as defined below) to pay each holder of Seller Options and Warrants, promptly following the Effective Time, the Option Consideration or Warrant Consideration, as the case may be, for all Seller Options and of Warrant CB Shares held by such holderDissenting Shareholder, the “Dissenting Shares”); provided that such Dissenting Shareholder follows the procedures and takes action in accordance with such Part of the HBCA. The Seller Board If any Dissenting Shareholder gives notice of intent to demand payment to CB Bancshares, CB Bancshares will promptly give Central Pacific notice thereof, and Central Pacific will have the right to direct all negotiations and proceedings with respect to any such demands. Neither CB Bancshares nor the Surviving Corporation will, except with the prior written consent of Central Pacific as to the determination of fair value, make any payment pursuant to § 414-356 of the HBCA or offer pursuant to § 414-358 of the HBCA. No Dissenting Shareholder shall be entitled to the Merger Consideration or any committee thereof responsible for the administration of Seller's stock option plans dividends or warrant plans shall take any and all action necessary to effectuate the matters described in this Section 1.7(b) on or before the Effective Time. Any amounts payable other distributions pursuant to this Section 1.7(b) shall be subject Article III. If any Dissenting Shareholder fails to any required withholding of taxes and shall be paid without interest. Parent agrees perfect or effectively withdraws or loses the right to provide the Surviving Company with sufficient funds to permit the Surviving Company to satisfy its obligations under this Section 1.7(b). (c) The Common Merger Consideration shall be decreased to the extent and in the circumstances described in Section 5.3 (a)(ii)(y) and (z), Section 5.3(c), Section 5.3(d)dissent, the last sentence CB Shares held by such Dissenting Shareholder will thereupon be treated as though such shares had been converted into CB Shares in respect of Section 5.8 or the last sentence of Section 6.2(f). The Common Merger Consideration shall be increased by an amount (the "Closing Adjustment Amount") equal to: 50% of (i) consolidated cash, cash equivalents and marketable securities (valued equal to their market value) of Seller and its Subsidiaries, determined by Ernst & Young, LLP in accordance with GAAP, as of the close of business on the fifth business day prior to Closing (the "Measurement Date") minus (ii) consolidated cash, cash equivalents and marketable securities (valued equal to their market value) of Seller and its Subsidiaries, determined by Ernst & Young LLP in accordance with GAAP, as of June 30, 1999; minus (iii) the aggregate proceeds received by Seller and its Subsidiaries during the period after June 30, 1999 and on or prior to the Measurement Date of (x) any sales or other dispositions of assets of Seller or any of its Subsidiaries, (y) any incurrence of indebtedness or other nonwhich a Non-equity financing by Seller or any of its Subsidiaries or (z) any issuances of equity interests by Seller orElection is made.

Merger Consideration. (a) At the Effective Time, by virtue of the Merger and without any action on the part of Parent, BuyerMerger Sub, Seller the Company or the holders of any of the following securities: (i) each Seller 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 2.01(a)(vi) and any Dissenting Shares (as defined in Section 2.3(a2.06)) shall be converted into the right to receive an amount of cash equal to the Common Cash Consideration (as defined in Section 2.01(b)) without interest thereon; (ii) each share of Company Series D Stock issued and outstanding immediately prior to the Effective Time (other than any shares of Company Series D Stock to be canceled pursuant to Section 2.01(a)(vi) and any Dissenting Shares (as defined in Section 2.06)) shall be converted into the right to receive an amount of cash equal to the Series D Cash Consideration, if any, (as defined in Section 2.01(b)) without interest thereon; (iii) each share of Company Series C Stock issued and outstanding immediately prior to the Effective Time (other than any shares of Company Series C Stock to be canceled pursuant to Section 2.01(a)(vi) and any Dissenting Shares (as defined in Section 2.06)) shall be cancelled and extinguished without any conversion thereof and no payment or distribution shall be made with respect thereto; (iv) each share of Company Series B Stock issued and outstanding immediately prior to the Effective Time (other than any shares of Company Series B Stock to be canceled pursuant to Section 2.01(a)(vi) and any Dissenting Shares (as defined in Section 2.06)) shall be cancelled and extinguished without any conversion thereof and no payment or distribution shall be made with respect thereto; (v) each share of Company Series A Stock issued and outstanding immediately prior to the Effective Time (other than any shares of Company Series A Stock to be canceled pursuant to Section 2.01(a)(vi) and any Dissenting Shares (as defined in Section 2.06)) shall be cancelled and extinguished without any conversion thereof and no payment or distribution shall be made with respect thereto; (vi) each share of Company Stock held in the treasury of the Company and each share of Company Stock owned by Parent or any direct or indirect wholly owned subsidiary of Parent or of the Company immediately prior to the Effective Time shall be cancelled and extinguished without any conversion thereof and no payment or distribution shall be made with respect thereto; and (vii) 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 the right to receive and exchanged for one validly issued, fully paid and nonassessable share of common stock, par value $10.35 in cash as adjusted pursuant to Section 1.7(c) ("Common Merger Consideration")0.0001 per share, without interest thereon, upon surrender of the Surviving Corporation. The stock certificate formerly representing such Share; and (ii) each Seller Preferred Share (as defined in Section 2.3(a)) issued and outstanding immediately prior to the Effective Time (other than Seller Preferred Shares held by Parent, Buyer or any wholly-owned Subsidiary evidencing shares of Parent or Buyer, which shares by virtue common stock of Merger Sub shall then evidence ownership of the Merger and without any action The Preferred Merger Consideration, together with outstanding share of common stock of the Common Merger Consideration, is hereinafter referred to as the "Merger ConsiderationSurviving Corporation." (b) Each outstanding Seller Option (as defined As used in Section 2.3(b)) shall be subject to the terms of this Agreement. As of , the Effective Time, each outstanding Seller Option, whether or not then vested or exercisable, shall following terms have the expiration date thereof accelerated to the Closing Date, and Seller shall use its reasonable best efforts to cause each such Seller Option to be converted into the right to receive from the Surviving Company an amount of cash equal to the product of (i) the number of Seller Common Shares subject to the Seller Option and (ii) the excess, if any, of the Common Merger Consideration over the exercise price per Seller Common Share of such option (the "Option Consideration"). Each outstanding agreement for the issuance of warrants ("Warrants") and the shares which would be issuable upon the exercise of such warrants (such shares, "Warrant Shares") shall be subject to the terms of this Agreement. Seller shall use its reasonable best efforts to cause each Warrant to be converted into the right to receive from the Surviving Company an amount of cash equal to the product of (i) the number of Warrant Shares and (ii) the excess, if any, of the Common Merger Consideration over the exercise price per Warrant Share of such Warrants (the "Warrant Consideration"). Prior to the Effective Time, Seller shall take all steps necessary to give written notice to each holder of a Seller Option and Warrant that all Seller Options and Warrants shall expire effective as of the Effective Time and be converted into the right to receive the Option Consideration or Warrant Consideration, as the case may be. The Surviving Company shall cause the Paying Agent (as defined below) to pay each holder of Seller Options and Warrants, promptly following the Effective Time, the Option Consideration or Warrant Consideration, as the case may be, for all Seller Options and of Warrant Shares held by such holder. The Seller Board or any committee thereof responsible for the administration of Seller's stock option plans or warrant plans shall take any and all action necessary to effectuate the matters described in this Section 1.7(b) on or before the Effective Time. Any amounts payable pursuant to this Section 1.7(b) shall be subject to any required withholding of taxes and shall be paid without interest. Parent agrees to provide the Surviving Company with sufficient funds to permit the Surviving Company to satisfy its obligations under this Section 1.7(b). (c) The Common Merger Consideration shall be decreased to the extent and in the circumstances described in Section 5.3 (a)(ii)(y) and (z), Section 5.3(c), Section 5.3(d), the last sentence of Section 5.8 or the last sentence of Section 6.2(f). The Common Merger Consideration shall be increased by an amount (the "Closing Adjustment Amount") equal to: 50% of (i) consolidated cash, cash equivalents and marketable securities (valued equal to their market value) of Seller and its Subsidiaries, determined by Ernst & Young, LLP in accordance with GAAP, as of the close of business on the fifth business day prior to Closing (the "Measurement Date") minus (ii) consolidated cash, cash equivalents and marketable securities (valued equal to their market value) of Seller and its Subsidiaries, determined by Ernst & Young LLP in accordance with GAAP, as of June 30, 1999; minus (iii) the aggregate proceeds received by Seller and its Subsidiaries during the period after June 30, 1999 and on or prior to the Measurement Date of (x) any sales or other dispositions of assets of Seller or any of its Subsidiaries, (y) any incurrence of indebtedness or other non-equity financing by Seller or any of its Subsidiaries or (z) any issuances of equity interests by Seller ormeanings:

Merger Consideration. 4.1 Merger Consideration; Conversion or Cancellation of Advisor Common Shares in Merger; Repayment of FARS Note or Inter-Company FARS Final Payment Funding Note. (a) At the Effective Time, by virtue of the Merger and without any action on by the part of ParentParties, Buyer, Seller or the holders all of the following securities: outstanding Advisor Common Shares shall be converted into the right to receive a total of 3,600,000 CHP Common Shares (isubject to adjustment pursuant to the terms of Section 4.1(c) below), which total number of shares was calculated by dividing $72.0 million by the Per Share Price (such CHP Common Shares, the "Merger Consideration") pursuant to the terms of Section 4.2 below. As of the Effective Time, all Advisor Common Shares shall cease to be outstanding, and shall be canceled and retired and shall cease to exist, and each Seller Stockholder, as the holder of certificates representing any of such Advisor Common Shares (the "Advisor Common Share (as defined in Section 2.3(aCertificates")) , shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration. As of the Effective Time, all of the membership interests of CHPAC issued and outstanding immediately prior to the Effective Time shall be converted into the right to receive $10.35 in cash as adjusted pursuant to Section 1.7(c) ("Common Merger Consideration"), without interest thereon, upon surrender of the certificate formerly representing such Share; and (ii) each Seller Preferred Share (as defined in Section 2.3(a)) remain issued and outstanding immediately prior to the Effective Time (other than Seller Preferred Shares held by Parent, Buyer or any wholly-owned Subsidiary of Parent or Buyer, which shares by virtue membership interests of the Merger Surviving Company and without any action The Preferred Merger Consideration, together with the Common Merger Consideration, is hereinafter referred to as the "Merger Considerationshall be unchanged and remain solely owned by CHP." (b) Each outstanding Seller Option (as defined in Section 2.3(b)) shall be subject In addition to the terms of Merger Consideration payable to the Stockholders pursuant to this Agreement. As of , at the Effective TimeClosing, each outstanding Seller Option, whether or not then vested or exercisable, shall have the expiration date thereof accelerated to the Closing Date, and Seller shall use its reasonable best efforts to cause each such Seller Option to be converted into the right to receive from the Surviving Company an amount of cash equal to the product of (i) if the number of Seller Common Shares subject Closing Date is on or before June 30, 2006, CHP shall assume and repay, or cause to be repaid, in full the Seller Option outstanding principal and accrued and unpaid interest on the FARS Note otherwise due and payable up to and including the Closing Date and the FARS Note shall be cancelled, or (ii) if the excessClosing Date is after June 30, if any2006, of CHP shall assume and repay, or cause to be repaid, in full the Common Merger Consideration over outstanding principal and accrued and unpaid interest on the exercise price per Seller Common Share of such option (Inter-Company FARS Final Payment Funding Note otherwise due and payable up to and including the "Option Consideration"). Each outstanding agreement for the issuance of warrants ("Warrants") Closing Date and the shares which would be issuable upon the exercise of such warrants (such shares, "Warrant Shares") Inter-Company FARS Final Payment Funding Note shall be subject to the terms of this Agreement. Seller shall use its reasonable best efforts to cause each Warrant to be converted into the right to receive from the Surviving Company an amount of cash equal to the product of (i) the number of Warrant Shares and (ii) the excess, if any, of the Common Merger Consideration over the exercise price per Warrant Share of such Warrants (the "Warrant Consideration"). Prior to the Effective Time, Seller shall take all steps necessary to give written notice to each holder of a Seller Option and Warrant that all Seller Options and Warrants shall expire effective as of the Effective Time and be converted into the right to receive the Option Consideration or Warrant Consideration, as the case may be. The Surviving Company shall cause the Paying Agent (as defined below) to pay each holder of Seller Options and Warrants, promptly following the Effective Time, the Option Consideration or Warrant Consideration, as the case may be, for all Seller Options and of Warrant Shares held by such holder. The Seller Board or any committee thereof responsible for the administration of Seller's stock option plans or warrant plans shall take any and all action necessary to effectuate the matters described in this Section 1.7(b) on or before the Effective Time. Any amounts payable pursuant to this Section 1.7(b) shall be subject to any required withholding of taxes and shall be paid without interest. Parent agrees to provide the Surviving Company with sufficient funds to permit the Surviving Company to satisfy its obligations under this Section 1.7(b)cancelled. (c) The For purposes of adjustments to the number of CHP Common Shares issuable as part of the Merger Consideration and other provisions of this Agreement that require or call for a price per CHP Common Share, such price shall be deemed to be $20.00 per CHP Common Share (the "Per Share Price"); provided, however, that the Per Share Price and the number of CHP Common Shares issuable as part of the Merger Consideration shall be decreased to the extent proportionately and appropriately adjusted in the circumstances described in Section 5.3 (a)(ii)(y) event the number of outstanding CHP Common Shares is increased or decreased after the date of this Agreement and (z)before the Effective Time on account of any recapitalization, Section 5.3(c)reclassification, Section 5.3(d)stock split, the last sentence reverse stock split, combination of Section 5.8 or the last sentence shares, exchange of Section 6.2(f). The Common Merger Consideration shall be increased by an amount (the "Closing Adjustment Amount") equal to: 50% of (i) consolidated cashshares, cash equivalents and marketable securities (valued equal to their market value) of Seller and its Subsidiaries, determined by Ernst & Young, LLP in accordance with GAAP, as of the close of business on the fifth business day prior to Closing (the "Measurement Date") minus (ii) consolidated cash, cash equivalents and marketable securities (valued equal to their market value) of Seller and its Subsidiaries, determined by Ernst & Young LLP in accordance with GAAP, as of June 30, 1999; minus (iii) the aggregate proceeds received by Seller and its Subsidiaries during the period after June 30, 1999 and on or prior to the Measurement Date of (x) any sales stock dividend or other dispositions pro rata distribution payable in capital stock of assets CHP, but excluding any CHP Common Shares issued under any dividend reinvestment plan of Seller or any of its Subsidiaries, (y) any incurrence of indebtedness or other non-equity financing by Seller or any of its Subsidiaries or (z) any issuances of equity interests by Seller orCHP.

Merger Consideration. (a) At As of the Effective Time, by virtue of the Merger and without any action on the part of Parent, Buyer, Seller or the holders of the following securitiesthereof: (ia) each Seller Common Share (as defined in Section 2.3(a)) Each share of capital stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into the right to receive one share of common stock, $10.35 in cash as adjusted pursuant to Section 1.7(c) ("Common Merger Consideration").0001 par value, without interest thereon, upon surrender of the certificate formerly representing such Share; andSurviving Corporation. (iib) each Seller All shares of any class of capital stock of the Company held by the Company as treasury stock automatically shall be cancelled and retired and shall cease to exist, and no consideration shall be delivered in exchange therefor. (c) Each share of preferred stock, par value $0.0001 per share, of the Company (“Company Preferred Share (as defined in Section 2.3(a)Stock”) issued and outstanding immediately prior to the Effective Time (Time, other than Seller Preferred Shares held by Parent, Buyer or any wholly-owned Subsidiary of Parent or Buyer, which shares by virtue of the Merger and without any action The Preferred Merger Consideration, together with the Common Merger Consideration, is hereinafter referred to as the "Merger Consideration." (b) Each outstanding Seller Option (as defined in Section 2.3(b)) shall be subject to the terms of this Agreement. As of the Effective Time, each outstanding Seller Option, whether or not then vested or exercisableDissenting Shares, shall have the expiration date thereof accelerated to the Closing Date, and Seller shall use its reasonable best efforts to cause each such Seller Option to be converted into the right to receive from the Surviving Company Parent an amount of in cash equal (rounded to the product of nearest cent), payable at the time and in the manner set forth in Section 1.7.2, determined by dividing (i) $5,800,000 (“Base Merger Consideration”), less (A) the number amount of Seller Common Shares subject any Company Debt outstanding as of the Closing Date (other than the Assumed Debt), less (B) any portion of the Escrow Amount that is credited to Parent pursuant to the Seller Option and Escrow Agreement in respect of indemnification Claims pursuant to Article VII, less (C) any portion of the Escrow Amount that is distributed to individuals other than the holders of Company Preferred Stock pursuant to the Escrow Agreement, plus or minus (D) any positive or negative adjustment determined pursuant to Section 1.7.3 below, by (ii) the excesstotal number of shares of Company Preferred Stock outstanding immediately prior to the Effective Time (such amount being referred to herein as the “Merger Consideration”). (d) Each share of common stock, if anypar value $0.0001 per share, of the Company (“Company Common Stock”) issued and outstanding immediately prior to the Effective Time, other than Dissenting Shares, shall be cancelled and retired and shall cease to exist, and no consideration shall be delivered in exchange therefor. (e) Parent shall assume all obligations of certain stockholders of the Company, in accordance with the terms of Section 2.3 of that certain Note Purchase Agreement, by and between Battery Ventures VI, L.P. and GoldNet Internet Solutions, Inc., dated as of December 22, 2003, with respect to the promissory note made by the Company for the benefit of GoldNet Internet Solutions, Inc., dated December 22, 2003, in the principal amount of $1,679,884.72 plus the accrued and unpaid interest thereon (the “Assumed Debt”). The provisions of this Section 1.7.1(e) are intended for the benefit of, and will be enforceable by, Battery Ventures VI, L.P., together with its Affiliates and assigns, and are in addition to any other rights such Persons may have with respect to the subject matter of this Section 1.7.1(e). (f) Notwithstanding the foregoing, at Closing Parent will withhold from the Base Merger Consideration over and deposit with the exercise price per Seller Common Share of such option Escrow Agent an amount in cash equal to $500,000 (the "Option Consideration"“Escrow Amount”), to be held and disbursed by the Escrow Agent in accordance with the terms hereof and of an Escrow Agreement in substantially the form attached hereto as Exhibit 1.7.1(f) (the “Escrow Agreement”) which shall be signed and delivered by the parties thereto at Closing. (g) No Stock Purchase Rights (including without limitation options, warrants or other rights to purchase Company Common Stock or Company Preferred Stock) shall survive the Closing or be assumed, or substituted for, by Parent, and at the Effective Time all Stock Purchase Rights that have not been exercised shall terminate in accordance with their terms. Each outstanding agreement Stock Purchase Right must be exercised in accordance with its terms prior to the Effective Time or, if not so exercised, will expire and be automatically cancelled at the Effective Time and no consideration shall be delivered in exchange therefor. (h) Holders of Company Common Stock and Company Preferred Stock that have complied with all the requirements for perfecting appraisal rights as required under Delaware Law and dissenters rights as required under the issuance of warrants California Law ("Warrants") and the shares which would be issuable upon the exercise of such warrants (such shares, "Warrant “Dissenting Shares"”) shall be subject entitled to their appraisal rights under Delaware Law and/or dissenters rights under California Law with respect to such shares in lieu of any portion of the terms of Merger Consideration under this Agreement. Seller Notwithstanding the foregoing, if any holder of Dissenting Shares shall use its reasonable best efforts effectively withdraw or lose (through failure to cause each Warrant perfect or otherwise) such holder’s appraisal rights, then, as of the later of the Effective Time and the occurrence of such event, such holder’s shares shall automatically cease to be Dissenting Shares and be converted into and represent only the right to receive the portion of the Merger Consideration to which such holder is then entitled under this Agreement, without interest thereon and upon surrender of the certificate representing such shares in accordance with this Agreement. Notwithstanding any provision of this Agreement to the contrary, any Dissenting Shares held by a stockholder that has perfected such stockholder’s appraisal rights for such shares in accordance with Delaware Law and/or such stockholder’s dissenters rights for such shares in accordance with California Law shall not be converted into the right to receive from a portion of the Merger Consideration. From and after the Effective Time, a holder of Dissenting Shares shall not have and shall not be entitled to exercise any of the voting rights or other rights of a stockholder of the Surviving Corporation. The Company an amount of cash equal to the product of shall give Parent (i) prompt notice of any written demands for appraisal or dissenters rights, withdrawals of demands for appraisal or dissenters rights and any other instruments served pursuant to the number applicable provisions of Warrant Shares Delaware Law or California Law relating to the appraisal process received by the Company, and (ii) the excess, if any, of the Common Merger Consideration over the exercise price per Warrant Share of such Warrants (the "Warrant Consideration"). Prior opportunity to the Effective Time, Seller shall take direct all steps necessary negotiations and proceedings with respect to give written notice to each holder of a Seller Option and Warrant that all Seller Options and Warrants shall expire effective as of the Effective Time and be converted into the right to receive the Option Consideration demands for appraisal under Delaware Law or Warrant Consideration, as the case may bedissenters rights under California Law. The Surviving Company shall cause will not, except with the Paying Agent (as defined below) to pay each holder prior written consent of Seller Options and WarrantsParent, promptly following the Effective Time, the Option Consideration or Warrant Consideration, as the case may be, for all Seller Options and of Warrant Shares held by such holder. The Seller Board or voluntarily make any committee thereof responsible for the administration of Seller's stock option plans or warrant plans shall take any and all action necessary to effectuate the matters described in this Section 1.7(b) on or before the Effective Time. Any amounts payable pursuant to this Section 1.7(b) shall be subject payment with respect to any required withholding of taxes and shall be paid without interest. Parent agrees demands for appraisal or dissenters rights or settle or offer to provide the Surviving Company with sufficient funds to permit the Surviving Company to satisfy its obligations under this Section 1.7(b)settle any such demands. (c) The Common Merger Consideration shall be decreased to the extent and in the circumstances described in Section 5.3 (a)(ii)(y) and (z), Section 5.3(c), Section 5.3(d), the last sentence of Section 5.8 or the last sentence of Section 6.2(f). The Common Merger Consideration shall be increased by an amount (the "Closing Adjustment Amount") equal to: 50% of (i) consolidated cash, cash equivalents and marketable securities (valued equal to their market value) of Seller and its Subsidiaries, determined by Ernst & Young, LLP in accordance with GAAP, as of the close of business on the fifth business day prior to Closing (the "Measurement Date") minus (ii) consolidated cash, cash equivalents and marketable securities (valued equal to their market value) of Seller and its Subsidiaries, determined by Ernst & Young LLP in accordance with GAAP, as of June 30, 1999; minus (iii) the aggregate proceeds received by Seller and its Subsidiaries during the period after June 30, 1999 and on or prior to the Measurement Date of (x) any sales or other dispositions of assets of Seller or any of its Subsidiaries, (y) any incurrence of indebtedness or other non-equity financing by Seller or any of its Subsidiaries or (z) any issuances of equity interests by Seller or

Merger Consideration. (a) At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Buyer, Seller On or the holders of the following securities: (i) each Seller Common Share (as defined in Section 2.3(a)) issued and outstanding immediately prior to the Effective Time shall be converted into the right to receive $10.35 in cash as adjusted pursuant to Section 1.7(cfifth (5th) ("Common Merger Consideration"), without interest thereon, upon surrender of the certificate formerly representing such Share; and (ii) each Seller Preferred Share (as defined in Section 2.3(a)) issued and outstanding immediately Business Day prior to the Effective Time (other than Seller Preferred Shares held by Parentdate hereof, Buyer or any wholly-owned Subsidiary of Parent or Buyer, which shares by virtue of the Merger and without any action The Preferred Merger Consideration, together with the Common Merger Consideration, is hereinafter referred to as the "Merger Consideration." (b) Each outstanding Seller Option (as defined in Section 2.3(b)) shall be subject to the terms of this Agreement. As of the Effective Time, each outstanding Seller Option, whether or not then vested or exercisable, Company shall have prepared and delivered a statement (the expiration date thereof accelerated “Closing Statement”) to Parent setting forth the Closing DateCompany’s reasonable, and Seller shall use its reasonable best efforts to cause each such Seller Option to be converted into the right to receive from the Surviving Company an amount of cash equal to the product good faith estimates of (i) the number of Seller Common Shares subject to the Seller Option and (ii) the excess, if any, of the Common Merger Consideration over the exercise price per Seller Common Share of such option (the "Option Consideration"). Each outstanding agreement for the issuance of warrants ("Warrants") and the shares which would be issuable upon the exercise of such warrants (such shares, "Warrant Shares") shall be subject to the terms of this Agreement. Seller shall use its reasonable best efforts to cause each Warrant to be converted into the right to receive from the Surviving Company an amount of cash equal to the product of (i) the number of Warrant Shares and (ii) the excess, if any, of the Common Merger Consideration over the exercise price per Warrant Share of such Warrants (the "Warrant Consideration"). Prior to the Effective Time, Seller shall take all steps necessary to give written notice to each holder of a Seller Option and Warrant that all Seller Options and Warrants shall expire effective as of the Effective Time and be converted into the right to receive the Option Consideration or Warrant Consideration, as the case may be. The Surviving Company shall cause the Paying Agent (as defined below) to pay each holder of Seller Options and Warrants, promptly following the Effective Time, the Option Consideration or Warrant Consideration, as the case may be, for all Seller Options and of Warrant Shares held by such holder. The Seller Board or any committee thereof responsible for the administration of Seller's stock option plans or warrant plans shall take any and all action necessary to effectuate the matters described in this Section 1.7(b) on or before the Effective Time. Any amounts payable pursuant to this Section 1.7(b) shall be subject to any required withholding of taxes and shall be paid without interest. Parent agrees to provide the Surviving Company with sufficient funds to permit the Surviving Company to satisfy its obligations under this Section 1.7(b). (c) The Common Merger Consideration shall be decreased to the extent and in the circumstances described in Section 5.3 (a)(ii)(y) and (z), Section 5.3(c), Section 5.3(d), the last sentence of Section 5.8 or the last sentence of Section 6.2(f). The Common Merger Consideration shall be increased by an amount (the "Closing Adjustment Amount") equal to: 50% of (i) consolidated cash, cash equivalents and marketable securities (valued equal to their market value) of Seller and its Subsidiaries, determined by Ernst & Young, LLP in accordance with GAAP, Cash as of the close of business on the fifth business day prior to Closing (the "Measurement Date") minus , (ii) consolidated cashall Indebtedness of the Company as of the close of Business on the Closing Date, cash equivalents (iii) Current Liabilities as of the close of business on the Closing Date, (iv) the Seller Transaction Expenses to the extent not paid prior to the Closing, and marketable securities (valued equal v) the Company’s calculation of the Merger Consideration, together with reasonable supporting documentation in respect of all items contained on the Closing Statement. The Closing Statement (including the Cash, Indebtedness, Current Liabilities and Seller Transaction Expenses) shall be as provided in the definitions of this Agreement. (b) No later than three (3) Business Days after the delivery of the Closing Statement, Parent shall have the right to their market valuedispute any part of the computation of any of the items included in the Closing Statement by delivering a written notice to that effect to the Company (a “Dispute Notice”). Any Dispute Notice shall identify in reasonable detail and to the extent known the nature and amounts of any proposed revisions to the Closing Statement and will be accompanied by reasonably detailed materials supporting the basis for such revisions. (c) Following delivery of Seller the Closing Statement, the Company shall have permitted Parent and its SubsidiariesRepresentatives at all reasonable times and upon reasonable notice to review the Company’s working papers relating to the calculation and preparation of the Cash, determined by Ernst & Young LLP Indebtedness, Current Liabilities and Seller Transaction Expenses, as well as the Company’s accounting books and records relating thereto, and the Company shall have made reasonably available its Representatives (if any) responsible for the preparation of the Closing Statement in order to respond to the inquiries of Parent and its Representatives. Prior to the Closing, the parties shall have acted reasonably in resolving in good faith any disagreements concerning the computation of any of the items included in the Closing Statement (including the calculations of the Cash, Indebtedness, Current Liabilities and Seller Transaction Expenses). (d) If the parties are unable to resolve all of their disagreements with respect to the Closing Statement within three (3) Business Days of delivery of the Dispute Notice, then they shall jointly retain the CPA Firm, which, acting as an expert and not as an arbitrator, shall determine, on the basis set forth herein and in accordance with GAAPthis Section 1.10 and only with respect to those items specifically described in the Dispute Notice, as whether and to what extent, if any, the Merger Consideration requires adjustment. At the time of June 30retention of the CPA Firm, 1999; minus (iii) the aggregate proceeds received by Seller and its Subsidiaries during the period after June 30, 1999 and on or prior parties shall promptly deliver to the Measurement Date CPA Firm the work papers and back-up materials used in preparing the Closing Statement and the Dispute Notice, and the parties shall use commercially reasonable efforts to cause the CPA Firm to make its determination within five (5) Business Days of accepting its selection. The parties shall be afforded the opportunity to present to the CPA Firm any material related to the unresolved disputes and to discuss the issues with the CPA Firm; provided, however, that no such presentation or discussion shall occur without the presence of a representative of each of the Company and Parent. The CPA Firm’s determination shall be final and binding on Parent and the Company and shall (xabsent manifest error) any sales or other dispositions be deemed to have been finally determined for purposes of assets this Agreement. The parties shall delay the Closing until the resolution of Seller or any the matters described in this Section 1.10. The fees and expenses of its Subsidiaries, the CPA Firm shall be allocated between Parent and the Company in the same proportion that the disputed amount of the Merger Consideration that was unsuccessfully disputed by such party (yas finally determined by the CPA Firm) any incurrence bears to the total disputed amount of indebtedness or other non-equity financing by Seller or any of its Subsidiaries or (z) any issuances of equity interests by Seller orthe Merger Consideration.

Merger Consideration. Each share (aa "SHARE") At the Effective Timeof common stock, by virtue par value $0.01 per share, of the Merger and without any action on Company (the part of Parent, Buyer, Seller or the holders of the following securities: (i) each Seller Common Share (as defined in Section 2.3(a)) issued and outstanding immediately prior to the Effective Time shall be converted into the right to receive $10.35 in cash as adjusted pursuant to Section 1.7(c) ("Common Merger ConsiderationCOMMON STOCK"), without interest thereon, upon surrender of the certificate formerly representing such Share; and (ii) each Seller Preferred Share (as defined in Section 2.3(a)) issued and outstanding immediately prior to the Effective Time (other than Seller Preferred excluding any Shares held by Parent, Buyer or to be canceled pursuant to Section 1.6(b) and any wholly-owned Subsidiary of Parent or Buyer, which shares by virtue of the Merger and without any action The Preferred Merger Consideration, together with the Common Merger Consideration, is hereinafter referred to as the "Merger Consideration." (b) Each outstanding Seller Option Dissenting Shares (as defined in Section 2.3(b1.6(e)) shall immediately cease to be subject outstanding and shall automatically be canceled and retired and shall cease to the terms of this Agreement. As of the Effective Time, each outstanding Seller Option, whether or not then vested or exercisable, shall have the expiration date thereof accelerated to the Closing Date, exist and Seller shall use its reasonable best efforts to cause each such Seller Option to be converted into (i) the right to receive from $1.50 in cash, without interest thereon (the Surviving Company an amount of cash equal to the product of (i) the number of Seller Common Shares subject to the Seller Option and "CASH CONSIDERATION"), plus (ii) the excess, if any, of the Common Merger Consideration over the exercise price per Seller Common Share of such option right to receive 0.5 shares (the "Option ConsiderationEXCHANGE RATIO") of Parent Common Stock (as may be adjusted from time to time, the "MERGER CONSIDERATION"). Each outstanding agreement for the issuance , in accordance with Section 1.7 and each holder of warrants any such Share shall cease to have any rights with respect thereto arising therefrom ("Warrants") and the shares which would be issuable upon the exercise of such warrants (such shares, "Warrant Shares") shall be subject to the terms of this Agreement. Seller shall use its reasonable best efforts to cause each Warrant to be converted into including without limitation the right to receive from the Surviving Company an amount of cash equal to the product of (i) the number of Warrant Shares and (ii) the excessvote), if any, of the Common Merger Consideration over the exercise price per Warrant Share of such Warrants (the "Warrant Consideration"). Prior to the Effective Time, Seller shall take all steps necessary to give written notice to each holder of a Seller Option and Warrant that all Seller Options and Warrants shall expire effective as of the Effective Time and be converted into except the right to receive the Option Merger Consideration or Warrant Considerationin accordance with Section 1.7. Notwithstanding anything to the contrary contained herein, as (i) in the case may be. The Surviving Company shall cause event the Paying Agent Average Trading Price (as defined below) is less than $2.25, then this Agreement may be terminated by the Company in accordance with Article VII; or (ii) in the event the Average Trading Price is more than $3.75, then this Agreement may be terminated by Parent in accordance with Article VII. As used herein, the "Average Trading Price" for each share of Parent Common Stock shall be the average of the closing prices for a share of Parent Common Stock as reported on the NYSE Composite Transactions Tape for the ten trading days ending three trading days prior to pay each holder of Seller Options and Warrants, promptly following the Effective TimeTime (the "10-DAY PERIOD "). Notwithstanding the foregoing, if between the date of this Agreement and the Effective Time the outstanding Shares or the outstanding Parent Common Stock shall have been changed into a different number of shares or a different class, by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, the Option Consideration or Warrant Consideration, as the case may be, for all Seller Options and of Warrant Shares held by such holder. The Seller Board or any committee thereof responsible for the administration of Seller's stock option plans or warrant plans shall take any and all action necessary to effectuate the matters described in this Section 1.7(b) on or before the Effective Time. Any amounts payable pursuant to this Section 1.7(b) shall be subject to any required withholding of taxes and shall be paid without interest. Parent agrees to provide the Surviving Company with sufficient funds to permit the Surviving Company to satisfy its obligations under this Section 1.7(b). (c) The Common Merger Consideration shall be decreased correspondingly adjusted on a per-share basis to the extent and in the circumstances described in Section 5.3 (a)(ii)(y) and (z)reflect such stock dividend, Section 5.3(c)subdivision, Section 5.3(d)reclassification, the last sentence recapitalization, split, combination or exchange of Section 5.8 or the last sentence of Section 6.2(f). The Common Merger Consideration shall be increased by an amount (the "Closing Adjustment Amount") equal to: 50% of (i) consolidated cash, cash equivalents and marketable securities (valued equal to their market value) of Seller and its Subsidiaries, determined by Ernst & Young, LLP in accordance with GAAP, as of the close of business on the fifth business day prior to Closing (the "Measurement Date") minus (ii) consolidated cash, cash equivalents and marketable securities (valued equal to their market value) of Seller and its Subsidiaries, determined by Ernst & Young LLP in accordance with GAAP, as of June 30, 1999; minus (iii) the aggregate proceeds received by Seller and its Subsidiaries during the period after June 30, 1999 and on or prior to the Measurement Date of (x) any sales or other dispositions of assets of Seller or any of its Subsidiaries, (y) any incurrence of indebtedness or other non-equity financing by Seller or any of its Subsidiaries or (z) any issuances of equity interests by Seller orshares.

Merger Consideration. (a) At the Effective Time, The aggregate consideration to be paid by virtue of Acquiror and Merger Sub in connection with the Merger and without any action on for the part benefit of Parent, Buyer, Seller or the holders of the following securities: Holders shall be an amount equal to (i) each Seller Common Share (as defined in Section 2.3(a)) issued and outstanding immediately prior to the Effective Time shall be converted into the right to receive $10.35 in cash as adjusted pursuant to Section 1.7(c) ("Common Merger Consideration"), without interest thereon, upon surrender of the certificate formerly representing such Share; and Base Amount minus (ii) each Seller Preferred Share the Closing Date Indebtedness (as defined in Section 2.3(a)set forth on the Disbursement Schedule) issued and outstanding immediately prior to minus (iii) any Transaction Expenses (such amount, the Effective Time (other than Seller Preferred Shares held by Parent, Buyer or any wholly-owned Subsidiary of Parent or Buyer, which shares by virtue of the Merger and without any action The Preferred “Merger Consideration, together ”) and such consideration shall be paid on the Closing Date in accordance with the Common Merger Consideration, is hereinafter referred to as the "Merger ConsiderationSection 2.7." (b) Each outstanding Seller Option At least five (as defined in Section 2.3(b)5) shall be subject Business Days, but not more than ten (10) Business Days, prior to the terms of this Agreement. As of the Effective Time, each outstanding Seller Option, whether or not then vested or exercisable, shall have the expiration date thereof accelerated to the anticipated Closing Date, the Company shall prepare and Seller deliver to Acquiror a written statement certified by the chief financial officer of the Company setting forth a schedule (the “Disbursement Schedule”), which shall use its reasonable best efforts to cause set forth the Company’s good faith determination of each of the following (any such Seller Option amounts that are estimates to be converted into updated and adjusted, if necessary, in accordance with the right to receive from the Surviving Company an amount last sentence of cash equal to the product of this Section 2.6(b)): (i) the number Closing Date Indebtedness (as of Seller Common Shares subject to the Seller Option anticipated Closing Date) and wire transfer instructions for the account or accounts into which repayment of such Indebtedness shall be made, in accordance with one or more pay-off letters in customary form delivered therewith (such pay-off letters shall include a release of all Liens and guarantees in connection with such repaid Indebtedness), (ii) any Transaction Expenses, (iii) the excess, if any, resulting calculation of the Common Merger Consideration over and the exercise price per Seller Common Share of such option (the "Option Consideration"). Each outstanding agreement Paying Agent’s wire transfer instructions for the issuance of warrants ("Warrants") and the shares sf-3640269 account into which would be issuable upon the exercise of such warrants (such shares, "Warrant Shares") payment o▇ ▇▇▇▇ amount shall be subject made, and (iv) the portion of the Merger Consideration payable to each Holder. The Disbursement Schedule shall, to the terms of this Agreement. Seller shall use its reasonable best efforts extent necessary, be updated by the Company from time to cause each Warrant to be converted into the right to receive from the Surviving Company an amount of cash equal time prior to the product Closing to reflect any changes therein of (i) which the number of Warrant Shares and (ii) the excess, if any, of the Common Merger Consideration over the exercise price per Warrant Share of such Warrants (the "Warrant Consideration"). Prior to the Effective Time, Seller shall take all steps necessary to give written notice to each holder of a Seller Option and Warrant that all Seller Options and Warrants shall expire effective as of the Effective Time and be converted into the right to receive the Option Consideration or Warrant Consideration, as the case may be. The Surviving Company shall cause the Paying Agent (as defined below) to pay each holder of Seller Options and Warrants, promptly following the Effective Time, the Option Consideration or Warrant Consideration, as the case may be, for all Seller Options and of Warrant Shares held by such holder. The Seller Board or any committee thereof responsible for the administration of Seller's stock option plans or warrant plans shall take any and all action necessary to effectuate the matters described in this Section 1.7(b) on or before the Effective Time. Any amounts payable pursuant to this Section 1.7(b) shall be subject to any required withholding of taxes and shall be paid without interest. Parent agrees to provide the Surviving Company with sufficient funds to permit the Surviving Company to satisfy its obligations under this Section 1.7(b)becomes aware. (c) The Common Merger Consideration After delivery of the Disbursement Schedule, the Company shall, and shall cause AG LLC to, (i) reasonably assist Acquiror and its Representatives in Acquiror’s review of the Disbursement Schedule, and (ii) give Acquiror reasonable access to and copies of the books and records of the Company and AG LLC and reasonable access to relevant personnel thereof (including any auditors or accountants) for the purpose of reviewing the Disbursement Schedule. Such access rights shall be decreased exercised during normal business hours, upon reasonable prior notice and in a manner that does not unreasonably interfere with the operations of the Company and AG LLC. The Company shall consider in good faith any comments on the Disbursement Schedule submitted by Acquiror; provided, however, that to the extent and in the circumstances described in Section 5.3 (a)(ii)(y) and (z), Section 5.3(c), Section 5.3(d)Company does not reflect any of Acquiror’s comments on the Disbursement Schedule, the last sentence Company shall provide a good faith response of Section 5.8 or the last sentence of Section 6.2(f). The Common Merger Consideration its rationale for not including such comments, which response shall be increased by an amount delivered to the Acquiror at least one (the "Closing Adjustment Amount"1) equal to: 50% of (i) consolidated cash, cash equivalents and marketable securities (valued equal to their market value) of Seller and its Subsidiaries, determined by Ernst & Young, LLP in accordance with GAAP, as of the close of business on the fifth business day prior to Closing (the "Measurement Date") minus (ii) consolidated cash, cash equivalents and marketable securities (valued equal to their market value) of Seller and its Subsidiaries, determined by Ernst & Young LLP in accordance with GAAP, as of June 30, 1999; minus (iii) the aggregate proceeds received by Seller and its Subsidiaries during the period after June 30, 1999 and on or Business Day prior to the Measurement Closing. To the extent the Company updates the Disbursement Schedule in response thereto, such updated version shall be delivered to Acquiror at least one (1) Business Day Date prior to the Closing, and the most recently updated Disbursement Schedule shall constitute the Disbursement Schedule for all purposes of (x) any sales or this Agreement and the other dispositions of assets of Seller or any of its Subsidiaries, (y) any incurrence of indebtedness or other non-equity financing by Seller or any of its Subsidiaries or (z) any issuances of equity interests by Seller orTransaction Documents.

Merger Consideration. (a) At Subject to the provisions of this Agreement, at the Effective Time, automatically by virtue of the Merger and without any action on the part of Parent, Buyer, Seller or the holders Company, any shareholder of the following securitiesCompany: (ia) each Seller Each share of common stock, no par value per share, of Buyer (“Buyer Common Share (as defined in Section 2.3(a)Stock”) that is issued and outstanding immediately prior to the Effective Time shall remain outstanding following the Effective Time and shall be converted into unchanged by the right to receive $10.35 in cash as adjusted pursuant to Section 1.7(c) ("Common Merger Consideration"), without interest thereon, upon surrender of the certificate formerly representing such Share; andMerger. (iib) each Seller Preferred Share Each share of Treasury Stock (as defined in Section 2.3(a9.2(a)) immediately prior to the Effective Time shall be canceled and retired and shall cease to exist, and no payment shall be made with respect thereto. (c) Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than Seller Preferred Treasury Stock), except for the Dissenting Shares held by Parent, Buyer or any wholly-owned Subsidiary of Parent or Buyer, which shares by virtue of the Merger and without any action The Preferred Merger Consideration, together with the Common Merger Consideration, is hereinafter referred to as the "Merger Consideration." (b) Each outstanding Seller Option (as defined in Section 2.3(b)2.7 below) unless provided otherwise in Section 2.7 below, shall become and be converted into, as provided in and subject to the terms of limitations set forth in this Agreement. As of the Effective Time, each outstanding Seller Option, whether or not then vested or exercisable, shall have the expiration date thereof accelerated to the Closing Date, and Seller shall use its reasonable best efforts to cause each such Seller Option to be converted into the right to receive from 0.83 shares (the Surviving Company an amount “Exchange Ratio”) of cash equal Buyer Common Stock (the “Merger Consideration”). (d) Notwithstanding anything herein to the product contrary, if the aggregate number of shares of Buyer Common Stock to be issued in connection with the Merger would exceed 19.9% of the number of shares of Buyer Common Stock issued and outstanding immediately prior to the Effective Time (the “Maximum Share Number”), then (i) Buyer shall have the right to reduce the aggregate number of Seller shares of Buyer Common Shares subject Stock to be issued in connection with the Seller Option Merger by a number of shares of Buyer Common Stock such that the total number of shares of Buyer Common Stock to be issued in connection with the Merger does not exceed the Maximum Share Number and (ii) the excess, if any, cash in an amount equal to such reduction of the number of shares of Buyer Common Merger Consideration over Stock pursuant to the exercise price per Seller Common Share preceding clause (i), multiplied by the Buyer Stock Price shall be payable in lieu of such option (reduced number of shares of Buyer Common Stock, at the "Option Consideration")same time and on the same terms as such reduced amount would have been payable. Each outstanding agreement for Notwithstanding the issuance of warrants ("Warrants") and foregoing, the shares which would be issuable upon the exercise of such warrants (such shares, "Warrant Shares") Buyer shall be subject to the terms of this Agreement. Seller shall use its reasonable best efforts to cause each Warrant to be converted into not have the right to receive from adjust the Surviving Company an amount of cash equal to the product of (i) the aggregate number of Warrant Shares and shares of Buyer Common Stock to be issued in connection with the Merger if either the tax opinion referred to in Section 7.2(b) or the tax opinion referred to in Section 7.3(b) cannot be rendered (iias reasonably determined, in each case, by the counsel charged with giving such opinion) the excess, if any, as a result of the Common Merger Consideration over potentially failing to satisfy the exercise price per Warrant Share “continuity of such Warrants (the "Warrant Consideration"). Prior interest” requirements under applicable U.S. federal income tax principles relating to the Effective Time, Seller shall take all steps necessary to give written notice to each holder of a Seller Option and Warrant that all Seller Options and Warrants shall expire effective as reorganizations under Section 368(a) of the Effective Time and be converted into the right to receive the Option Consideration or Warrant Consideration, as the case may be. The Surviving Company shall cause the Paying Agent (as defined below) to pay each holder of Seller Options and Warrants, promptly following the Effective Time, the Option Consideration or Warrant Consideration, as the case may be, for all Seller Options and of Warrant Shares held by such holder. The Seller Board or any committee thereof responsible for the administration of Seller's stock option plans or warrant plans shall take any and all action necessary to effectuate the matters described in this Section 1.7(b) on or before the Effective Time. Any amounts payable pursuant to this Section 1.7(b) shall be subject to any required withholding of taxes and shall be paid without interest. Parent agrees to provide the Surviving Company with sufficient funds to permit the Surviving Company to satisfy its obligations under this Section 1.7(b)Code. (c) The Common Merger Consideration shall be decreased to the extent and in the circumstances described in Section 5.3 (a)(ii)(y) and (z), Section 5.3(c), Section 5.3(d), the last sentence of Section 5.8 or the last sentence of Section 6.2(f). The Common Merger Consideration shall be increased by an amount (the "Closing Adjustment Amount") equal to: 50% of (i) consolidated cash, cash equivalents and marketable securities (valued equal to their market value) of Seller and its Subsidiaries, determined by Ernst & Young, LLP in accordance with GAAP, as of the close of business on the fifth business day prior to Closing (the "Measurement Date") minus (ii) consolidated cash, cash equivalents and marketable securities (valued equal to their market value) of Seller and its Subsidiaries, determined by Ernst & Young LLP in accordance with GAAP, as of June 30, 1999; minus (iii) the aggregate proceeds received by Seller and its Subsidiaries during the period after June 30, 1999 and on or prior to the Measurement Date of (x) any sales or other dispositions of assets of Seller or any of its Subsidiaries, (y) any incurrence of indebtedness or other non-equity financing by Seller or any of its Subsidiaries or (z) any issuances of equity interests by Seller or

Merger Consideration. Subject to the provisions of this -------------------- Agreement and any applicable backup or other withholding requirements, each of the issued and outstanding shares (a"WEB SHARES") At of common stock, no par value per share, of Web ("WEB COMMON STOCK") as of the Effective Time shall be converted into the right to receive, and there shall be paid and issued as hereinafter provided, in exchange for the Web Shares, 309.0909 shares (the "EXCHANGE RATIO") of Parent Common Stock, par value $.0001 per share ("PARENT COMMON STOCK"), plus cash in lieu of any fractional share as hereinafter provided (the "MERGER CONSIDERATION"). The Exchange Ratio is calculated based on the assumption that all outstanding options and warrants to purchase Web Common Stock will be exercised effective on or before the Closing Date. If any of such options or warrants are not so exercised, the Exchange Ratio shall be increased to reflect the actual number of shares of Web Common Stock issued and outstanding as of the Closing Date; provided, however, that Parent shall have no -------- ------- obligation with respect to any such unexercised options and warrants. No fractional shares of Parent Common Stock shall be issued pursuant to the Merger nor will any fractional share interest involved entitle the holder thereof to vote, to receive dividends or to exercise any other rights as a shareholder of Parent. In lieu thereof, any Person who would otherwise be entitled to a fractional share of Parent Common Stock pursuant to the provisions hereof shall receive an amount in cash equal to the value of such fractional share. The value of such fractional share for purposes hereof shall be the product of such fraction multiplied by Five and 50/100 Dollars ($5.50). Each share of Web Common Stock held in the treasury of Web or by a wholly-owned subsidiary of Web shall be cancelled as of the Effective Time and no Merger Consideration shall be payable with respect thereto. From and after the Effective Time, there shall be no further transfers on the stock transfer books of Web of any of the Web Shares outstanding prior to the Effective Time. Subject to the provisions of this Agreement, at the Effective Time, all the shares of Acquisition Subsidiary common stock outstanding immediately prior to the Merger shall be converted, by virtue of the Merger and without any action on the part of Parentthe holder thereof, Buyer, Seller or the holders into one share of the following securities: common stock of the Surviving Corporation (i) each Seller the "SURVIVING CORPORATION COMMON STOCK"), which one share of the Surviving Corporation Common Share (as defined in Section 2.3(a)) Stock shall constitute all of the issued and outstanding immediately prior to the Effective Time shall be converted into the right to receive $10.35 in cash as adjusted pursuant to Section 1.7(c) ("Common Merger Consideration"), without interest thereon, upon surrender capital stock of the certificate formerly representing such Share; and (ii) each Seller Preferred Share (as defined in Section 2.3(a)) issued and outstanding immediately prior to the Effective Time (other than Seller Preferred Shares held by Parent, Buyer or any wholly-owned Subsidiary of Parent or Buyer, which shares by virtue of the Merger and without any action The Preferred Merger Consideration, together with the Common Merger Consideration, is hereinafter referred to as the "Merger ConsiderationSurviving Corporation." (b) Each outstanding Seller Option (as defined in Section 2.3(b)) shall be subject to the terms of this Agreement. As of the Effective Time, each outstanding Seller Option, whether or not then vested or exercisable, shall have the expiration date thereof accelerated to the Closing Date, and Seller shall use its reasonable best efforts to cause each such Seller Option to be converted into the right to receive from the Surviving Company an amount of cash equal to the product of (i) the number of Seller Common Shares subject to the Seller Option and (ii) the excess, if any, of the Common Merger Consideration over the exercise price per Seller Common Share of such option (the "Option Consideration"). Each outstanding agreement for the issuance of warrants ("Warrants") and the shares which would be issuable upon the exercise of such warrants (such shares, "Warrant Shares") shall be subject to the terms of this Agreement. Seller shall use its reasonable best efforts to cause each Warrant to be converted into the right to receive from the Surviving Company an amount of cash equal to the product of (i) the number of Warrant Shares and (ii) the excess, if any, of the Common Merger Consideration over the exercise price per Warrant Share of such Warrants (the "Warrant Consideration"). Prior to the Effective Time, Seller shall take all steps necessary to give written notice to each holder of a Seller Option and Warrant that all Seller Options and Warrants shall expire effective as of the Effective Time and be converted into the right to receive the Option Consideration or Warrant Consideration, as the case may be. The Surviving Company shall cause the Paying Agent (as defined below) to pay each holder of Seller Options and Warrants, promptly following the Effective Time, the Option Consideration or Warrant Consideration, as the case may be, for all Seller Options and of Warrant Shares held by such holder. The Seller Board or any committee thereof responsible for the administration of Seller's stock option plans or warrant plans shall take any and all action necessary to effectuate the matters described in this Section 1.7(b) on or before the Effective Time. Any amounts payable pursuant to this Section 1.7(b) shall be subject to any required withholding of taxes and shall be paid without interest. Parent agrees to provide the Surviving Company with sufficient funds to permit the Surviving Company to satisfy its obligations under this Section 1.7(b). (c) The Common Merger Consideration shall be decreased to the extent and in the circumstances described in Section 5.3 (a)(ii)(y) and (z), Section 5.3(c), Section 5.3(d), the last sentence of Section 5.8 or the last sentence of Section 6.2(f). The Common Merger Consideration shall be increased by an amount (the "Closing Adjustment Amount") equal to: 50% of (i) consolidated cash, cash equivalents and marketable securities (valued equal to their market value) of Seller and its Subsidiaries, determined by Ernst & Young, LLP in accordance with GAAP, as of the close of business on the fifth business day prior to Closing (the "Measurement Date") minus (ii) consolidated cash, cash equivalents and marketable securities (valued equal to their market value) of Seller and its Subsidiaries, determined by Ernst & Young LLP in accordance with GAAP, as of June 30, 1999; minus (iii) the aggregate proceeds received by Seller and its Subsidiaries during the period after June 30, 1999 and on or prior to the Measurement Date of (x) any sales or other dispositions of assets of Seller or any of its Subsidiaries, (y) any incurrence of indebtedness or other non-equity financing by Seller or any of its Subsidiaries or (z) any issuances of equity interests by Seller or

Merger Consideration. (a) At Subject to the Effective Timeadjustments set forth in Section 1.4(c) herein, the consideration payable by Ventures to the MCNT Holders (the “Merger Consideration”) shall be paid by Ventures at Closing to such holders in the form of Class C Partnership Interests in Ventures (the “Class C Interests”) equivalent in value to each such MCNT Holder’s pro rata percentage set forth on Schedule 1.4(a) of the “Adjusted Equity Value” of MCNT set forth in Cell Q69 of Schedule 1.41; provided, that the Parties agree and acknowledge that no such consideration shall be paid by Ventures to any holder of Dissenting Shares, it being agreed that such holder shall receive consideration in exchange for his or her Dissenting Shares as set forth in Section 1.3(c) above and any MCNT Holders who are not holders of Dissenting Shares shall not, by virtue of the Merger and without there being any action Dissenting Shares, be entitled to receive more than their pro rata percentage set forth on the part of Parent, Buyer, Seller or the holders Schedule 1.4(a) of the following securities: (i) each Seller Common Share (as defined “Adjusted Equity Value” of MCNT set forth in Section 2.3(a)) issued and outstanding immediately prior to the Effective Time shall be converted into the right to receive $10.35 in cash as adjusted pursuant to Section 1.7(c) ("Common Merger Consideration"), without interest thereon, upon surrender Cell Q69 of the certificate formerly representing such Share; and (ii) each Seller Preferred Share (as defined in Section 2.3(a)) issued and outstanding immediately prior to the Effective Time (other than Seller Preferred Shares held by Parent, Buyer or any wholly-owned Subsidiary of Parent or Buyer, which shares by virtue of the Merger and without any action The Preferred Merger Consideration, together with the Common Merger Consideration, is hereinafter referred to as the "Merger ConsiderationSchedule 1.41." (b) Each outstanding Seller Option The Merger Consideration payable hereunder has been derived from the relative fair market values of the businesses of MCNT, Impel, UANT and USMD as determined by fair market value appraisals (as defined in Section 2.3(b)) shall be subject and updates to the terms of this Agreement. As of the Effective Time, each outstanding Seller Option, whether or not then vested or exercisable, shall have the expiration date thereof accelerated to the Closing Date, same) conducted by experienced and Seller shall use its reasonable best efforts to cause each such Seller Option to be converted into the right to receive from the Surviving Company an amount of cash equal to the product of (i) the number of Seller Common Shares subject to the Seller Option and (ii) the excess, if any, of the Common Merger Consideration over the exercise price per Seller Common Share of such option (the "Option Consideration"). Each outstanding agreement for the issuance of warrants ("Warrants") and the shares which would be issuable upon the exercise of such warrants (such shares, "Warrant Shares") shall be subject to the terms of this Agreement. Seller shall use its reasonable best efforts to cause each Warrant to be converted into the right to receive from the Surviving Company an amount of cash equal to the product of (i) the number of Warrant Shares and (ii) the excess, if any, of the Common Merger Consideration over the exercise price per Warrant Share of such Warrants (the "Warrant Consideration"). Prior to the Effective Time, Seller shall take all steps necessary to give written notice to each holder of a Seller Option and Warrant that all Seller Options and Warrants shall expire effective as of the Effective Time and be converted into the right to receive the Option Consideration or Warrant Consideration, as the case may be. The Surviving Company shall cause the Paying Agent (as defined below) to pay each holder of Seller Options and Warrants, promptly following the Effective Time, the Option Consideration or Warrant Consideration, as the case may be, for all Seller Options and of Warrant Shares held by such holder. The Seller Board or any committee thereof responsible for the administration of Seller's stock option plans or warrant plans shall take any and all action necessary to effectuate the matters described in this Section 1.7(b) on or before the Effective Time. Any amounts payable pursuant to this Section 1.7(b) shall be subject to any required withholding of taxes and shall be paid without interest. Parent agrees to provide the Surviving Company with sufficient funds to permit the Surviving Company to satisfy its obligations under this Section 1.7(b)independent third party appraisal companies. (c) The Common aggregate Merger Consideration payable at Closing shall be decreased adjusted following the Closing based upon changes in the Adjusted Equity Value of MCNT relative to, (i) changes in the Adjusted Equity Value of Impel, (ii) changes in the Adjusted Equity Value of UANT, (iii) changes in the Adjusted Equity Value of Ventures, and (iv) changes in the Adjusted Equity Value of the shares of common stock of USMD contributed to Ventures by USMD shareholders pursuant to the UANT Agreement, in each case between September 30, 2011 and 11:59 p.m. local time in Dallas, Texas on the Closing Date (the “Schedule 1.41 Adjustments”). The Schedule 1.41 Adjustments shall be calculated as follows: (i) to reflect any changes from December 31, 2011 in “Total Subsidiary Level Debt,” “USMD Corporate Level Debt,” “Ventures/UANT Corporate Level Debt,” “Impel Level Debt,” and “MCNT Corporate Level Debt,” as set forth in Columns D, F, G, H, and I, respectively, of Schedule 1.41; (ii) to reflect any changes since September 30, 2011 in ownership percentages of the assets or investments held by either USMD, Ventures/UANT, Impel, and MCNT, as reflected in Columns J, L, N, and P, respectively, of Schedule 1.41; (iii) to reflect on Schedule 1.41 the amount of any “Deferred Payment Obligations” of USMD, Ventures/UANT, Impel, and MCNT as set forth in Cells K62, M62, O62, and Q62, respectively. Such amounts shall be calculated in accordance with the Schedule 1.41 Deferred Payment Obligations as defined in Article IX; (iv) to reflect the amount of any “Net Working Capital Adjustments” of USMD, Ventures/UANT, Impel, and MCNT in Cells D75 of Schedule 1.42, D68 of Schedule 1.43, D75 of Schedule 1.44, and D75 of Schedule 1.45, respectively; and (v) to reflect on Schedule 1.41 the amount of any mutually approved capital expenditures (A) since December 31, 2010 relating to fixed assets of the UANT clinical practice and (B) since September 30, 2011 relating to fixed assets or mutually approved capital contributions of USMD, Ventures/UANT, Impel, and MCNT as set forth in Cells K65, M65, O65, and Q65, including without limitation approved capital expenditures for equipment, building or tenant improvements. (d) For the purposes of computing the adjustments, if any, pursuant to subsection (c) above, no adjustments to the Merger Consideration or Adjusted Equity Values reflected on Row 69 of Schedule 1.41 shall be made to the extent and of any amounts already included in the circumstances described calculations set forth in Section 5.3 (a)(ii)(y) Rows 62-65 and (z), Section 5.3(c), Section 5.3(d), Row 67 of Schedule 1.41 and the last sentence of Section 5.8 or the last sentence of Section 6.2(f). The Common Merger Consideration following provisions shall be increased by an amount (the "Closing Adjustment Amount") equal to: 50% of applicable: (i) consolidated cashNo later than forty-five (45) days following the Closing Date, cash equivalents the MCNT Representative shall prepare and marketable securities (valued equal deliver to their market value) Ventures a calculation of Seller the Schedule 1.41 Adjustments related to MCNT, based upon its financial statements at and its Subsidiaries, determined by Ernst & Young, LLP in accordance with GAAP, as of the close Closing. No later than fifteen (15) days following the delivery by the MCNT Representative of business on the fifth business day prior proposed Schedule 1.41 Adjustments related to Closing MCNT, Ventures shall deliver to the MCNT Representative a calculation of all Schedule 1.41 Adjustments set forth in subsection (c) above. Each of the "Measurement Date") minus MCNT Representative and Ventures shall give to the other any information and back-up materials reasonably requested by the requesting Party with respect to the Schedule 1.41 Adjustments. (ii) consolidated cashThe MCNT Representative shall have thirty (30) days following receipt of the calculations of Schedule 1.41 Adjustments to notify Ventures of any dispute of any item contained therein, cash equivalents and marketable securities which notice shall set forth in reasonable detail the basis for such dispute. At any time within such thirty (valued equal 30)-day period, the MCNT Representative shall be entitled to their market value) agree with any or all of Seller and its Subsidiaries, determined by Ernst & Young LLP the items set forth in accordance with GAAP, as Ventures’s calculation of June 30, 1999; minus the Schedule 1.41 Adjustments. (iii) If the aggregate proceeds received by Seller MCNT Representative does not notify Ventures of any such dispute within such thirty (30)-day period, or notifies Ventures of its agreement with Ventures’s calculations, Ventures’s calculations of the Schedule 1.41 Adjustments shall be final and its Subsidiaries during binding on the period after June 30, 1999 Parties and on or prior shall be deemed to be final and binding for purposes of any adjustments to consideration made pursuant to the Measurement Date UANT Agreement. (iv) If the MCNT Representative notifies Ventures of any such dispute within such thirty (x30)-day period, the Schedule 1.41 Adjustments shall be resolved as follows: (A) The MCNT Representative and Ventures shall jointly determine the extent of any sales or other dispositions of assets of Seller or Schedule 1.41 Adjustments as promptly as practicable. (B) In the event that the MCNT Representative and Ventures are unable to agree upon any of its Subsidiariesthe Schedule 1.41 Adjustments, the Parties shall submit such matter to the Dallas, Texas office of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP (y) or if such firm is unwilling or unable to serve, another nationally recognizable accounting firm mutually agreed upon by the Parties), who shall make the final determination with respect to the correctness of the proposed Schedule 1.41 Adjustments in light of the terms and provisions of this Agreement, with such determination being final and binding on the Parties and be final and binding for purposes of any incurrence of indebtedness or other non-equity financing by Seller or any of its Subsidiaries or (z) any issuances of equity interests by Seller oradjustments to consideration made pursuant to the UANT Agreement.

Merger Consideration. (a) At the Effective Time, subject to the other provisions of this Agreement, each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (excluding Company Excluded Shares) shall, by virtue of the Merger and without any action on the part of the holder thereof, the Parent, Buyer, Seller the Merger Sub or the holders Company, be converted into the right to receive the number of fully paid and nonassessable shares of common stock, par value $0.001 per share, of the following securities: Parent (i“Parent Common Stock”) each Seller equal to the Exchange Ratio (collectively, the “Merger Consideration”). The “Exchange Ratio” shall equal the quotient of (x) the quotient of (A) the Aggregate Cash-Value Merger Consideration divided by (B) the number of shares of Company Common Share (as defined in Section 2.3(a)) Stock issued and outstanding immediately prior to the Effective Time shall be converted into plus those shares that may become issuable as Parent Common Stock at or after the right to receive $10.35 in cash as adjusted Effective Time pursuant to Section 1.7(c) ("Common Merger Consideration"2.1(e)(i), without interest thereon(iii), upon surrender of the certificate formerly representing (iv), (v) or (vi) hereof, provided that such Share; and (ii) each Seller Preferred Share (as defined in Section 2.3(a)) issued and outstanding immediately prior to the Effective Time (other than Seller Preferred Shares held by Parentissuable shares shall, Buyer or solely for this purpose, exclude any wholly-owned Subsidiary of Parent or Buyer, which such shares by virtue of the Merger and without any action The Preferred Merger Consideration, together with the Common Merger Consideration, is hereinafter referred to as the "Merger Consideration." (b) Each outstanding Seller Option (as defined in Section 2.3(b)) shall be that are subject to the terms of this Agreement. As of the Effective Time, each outstanding Seller Option, whether Company Stock Options or not then vested or exercisable, shall have the expiration date thereof accelerated to the Closing Date, and Seller shall use its reasonable best efforts to cause each such Seller Option to be converted into the right to receive from the Surviving Company an amount of cash equal to the product of (i) the number of Seller Common Shares subject to the Seller Option and (ii) the excess, if any, of the Common Merger Consideration over the exercise price per Seller Common Share of such option (the "Option Consideration"). Each outstanding agreement for the issuance of warrants ("Warrants") and the shares which would be issuable upon the exercise of such warrants (such shares, "Warrant Shares") shall be subject to the terms of this Agreement. Seller shall use its reasonable best efforts to cause each Warrant to be converted into the right to receive from the Surviving Company an amount of cash equal to the product of (i) the number of Warrant Shares and (ii) the excess, if any, of the Common Merger Consideration over the exercise price per Warrant Share of such Warrants (the "Warrant Consideration"). Prior to the Effective Time, Seller shall take all steps necessary to give written notice to each holder of a Seller Option and Warrant that all Seller Options and Warrants shall expire effective SARs as of the Effective Time and the exercise price or base price, respectively, therefor is, with respect to Company Common Stock, greater than the greater of (i) $6.05 and (ii) the closing stock price of Company Common Stock on NASDAQ on the last Trading Day immediately prior to the Closing Date, in each case on a per share basis, and with respect to Company SARs shall include solely the net number of shares of Company Common Stock that shall be converted into issuable as calculated using the right closing price of the Company Common Stock on the day prior to receive the Option Consideration or Warrant ConsiderationClosing Date divided by (y) $9.5464, as and rounding the case may beExchange Ratio to the nearest ten-thousandth. The Surviving Company shall cause the Paying Agent (as defined below) to pay each holder For purposes of Seller Options and Warrants, promptly following the Effective Timethis Agreement, the Option Consideration or Warrant “Aggregate Cash-Value Merger Consideration” shall equal $28,000,000, as the case may be, for all Seller Options and of Warrant Shares held by such holder. The Seller Board or any committee thereof responsible for the administration of Seller's stock option plans or warrant plans shall take any and all action necessary to effectuate the matters described in this Section 1.7(b) on or before the Effective Time. Any amounts payable pursuant to this Section 1.7(b) but shall be subject to any required withholding upward adjustment as expressly contemplated by the last paragraph of taxes Section 5.1 and shall be paid without interest. Parent agrees to provide the Surviving Company with sufficient funds to permit the Surviving Company to satisfy its obligations under this Section 1.7(b). (c) The Common Merger Consideration shall be decreased after written notice to the extent and in the circumstances described in Section 5.3 (a)(ii)(y) and (z), Section 5.3(c), Section 5.3(d), the last sentence of Section 5.8 or the last sentence of Section 6.2(f). The Common Merger Consideration shall be increased by an amount (the "Closing Adjustment Amount") equal to: 50% of (i) consolidated cash, cash equivalents and marketable securities (valued equal to their market value) of Seller and its Subsidiaries, determined by Ernst & Young, LLP in accordance with GAAP, as of the close of business on the fifth business day prior to Closing (the "Measurement Date") minus (ii) consolidated cash, cash equivalents and marketable securities (valued equal to their market value) of Seller and its Subsidiaries, determined by Ernst & Young LLP in accordance with GAAP, as of June 30, 1999; minus (iii) the aggregate proceeds received by Seller and its Subsidiaries during the period after June 30, 1999 and on or Parent at least three Trading Days prior to the Measurement Closing Date of (x) such adjustment, which notice shall include reasonable detail of the proceeds of, and all transaction costs, fees and expenses and gross Tax liabilities attributable to, the IP Sale. For purposes of this Agreement, “Trading Day” means any sales day on which Parent Common Stock is traded on the principal securities market on which it is then listed or other dispositions of assets of Seller or any of its Subsidiaries, (y) any incurrence of indebtedness or other non-equity financing by Seller or any of its Subsidiaries or (z) any issuances of equity interests by Seller orquoted.

Merger Consideration. (a) The Merger Consideration shall consist of (i) the "Closing Merger Consideration," (ii) the "Option Merger Consideration," and (iii) the "Earn-Out Merger Consideration." The Closing Merger Consideration shall be equal to the aggregate number of shares of Parent Common Stock, par value $.01 per share ("Parent Common Stock") issuable pursuant to Section 2.02. The Option Merger Consideration shall be equal to the aggregate number of shares of Parent Common Stock issuable upon the exercise of the Substitute Stock Options (as defined in Section 2.01(b)) pursuant to Section 2.08. The Earn-Out Merger Consideration shall consist of the amount of any cash payments, without interest thereon, payable to the Company Shareholders (as defined in Section 2.01(b)) and the Company Optionees (as defined in Section 2.08) pursuant to Section 2.09. (b) At and as of the Effective Time, each share of Company Common Stock, $.01 par value per share (collectively, the "Company Common Shares") (other than those Company Common Shares held by any shareholder of the Company ("Company Shareholder") who properly exercises any appraisal rights available under applicable law ("Dissenting Shares") and Company Common Shares held in treasury), by virtue of the Merger and without any further action on the part of Parentthe holder thereof, Buyer, Seller or the holders of the following securities: (i) each Seller Common Share (as defined in Section 2.3(a)) issued and outstanding immediately prior to the Effective Time shall be converted into canceled and retired and cease to exist and shall thereafter represent the right to receive $10.35 in cash as adjusted pursuant (i) subject to Section 1.7(c) (Sections 2.03 and Article VIII, the "Common Closing Per Share Merger Consideration")" which is defined in, without interest thereonand determined in accordance with, upon surrender of the certificate formerly representing such Share; and Section 2.02, and (ii) each Seller Preferred Share (as defined in Section 2.3(a)) issued and outstanding immediately prior to the Effective Time (other than Seller Preferred Shares held by Parent, Buyer or any wholly-owned Subsidiary of Parent or Buyer, which shares by virtue of the Merger and without any action The Preferred Merger Consideration, together with the Common Merger Consideration, is hereinafter referred to as the "Merger Consideration." (b) Each outstanding Seller Option (as defined in Section 2.3(b)) shall be subject to the terms of this Agreementand conditions set forth in Section 2.09, the "Earn-Out Per Share Merger Consideration" which is defined in, and determined in accordance, with Section 2.09. As of At the Effective Time, each outstanding Seller Option, whether or not then vested or exercisable, shall have the expiration date thereof accelerated option to the Closing Date, and Seller shall use its reasonable best efforts to cause each such Seller Option to be converted into the right to receive from the Surviving purchase Company an amount of cash equal to the product of (i) the number of Seller Common Shares subject to granted under the Seller Company's 1996 Stock Option Plan and 1997 Stock Option Plan (ii) the excesscollectively, if any, of the Common Merger Consideration over the exercise price per Seller Common Share of such option (the "Option Consideration"). Each outstanding agreement for the issuance of warrants ("Warrants") and the shares which would be issuable upon the exercise of such warrants (such shares, "Warrant SharesCompany Stock Options") shall be subject to the terms of this Agreement. Seller canceled, and Parent shall use its reasonable best efforts to cause each Warrant to be converted into the right to receive from the Surviving Company an amount of cash equal to the product of (i) the number of Warrant Shares and (ii) the excess, if any, of the Common Merger Consideration over the exercise price per Warrant Share of such Warrants (the "Warrant Consideration"). Prior to the Effective Time, Seller shall take all steps necessary to give written notice grant in substitution thereof to each holder thereof (collectively, the "Company Optionees") a new option to purchase shares of Parent Common Stock as set forth in Section 2.08. Each Company Optionee shall be entitled to receive a Seller Option and Warrant that all Seller Options and Warrants shall expire effective as portion of the Effective Time and be converted into the right to receive the Option Earn-Out Merger Consideration or Warrant Consideration, as the case may be. The Surviving Company shall cause the Paying Agent (as defined below) to pay each holder of Seller Options and Warrants, promptly following the Effective Time, the Option Consideration or Warrant Consideration, as the case may be, for all Seller Options and of Warrant Shares held by such holder. The Seller Board or any committee thereof responsible for the administration of Seller's stock option plans or warrant plans shall take any and all action necessary to effectuate the matters described in this Section 1.7(b) on or before the Effective Time. Any amounts payable pursuant to this Section 1.7(b) shall be subject to any required withholding of taxes and shall be paid without interest. Parent agrees to provide the Surviving Company with sufficient funds to permit the Surviving Company to satisfy its obligations under this as provided by Section 1.7(b)2.09. (c) The Common Merger Consideration shall be decreased to the extent and in the circumstances described in Section 5.3 (a)(ii)(y) and (z), Section 5.3(c), Section 5.3(d), the last sentence of Section 5.8 or the last sentence of Section 6.2(f). The Common Merger Consideration shall be increased by an amount (the "Closing Adjustment Amount") equal to: 50% of (i) consolidated cash, cash equivalents and marketable securities (valued equal to their market value) of Seller and its Subsidiaries, determined by Ernst & Young, LLP in accordance with GAAP, as of the close of business on the fifth business day prior to Closing (the "Measurement Date") minus (ii) consolidated cash, cash equivalents and marketable securities (valued equal to their market value) of Seller and its Subsidiaries, determined by Ernst & Young LLP in accordance with GAAP, as of June 30, 1999; minus (iii) the aggregate proceeds received by Seller and its Subsidiaries during the period after June 30, 1999 and on or prior to the Measurement Date of (x) any sales or other dispositions of assets of Seller or any of its Subsidiaries, (y) any incurrence of indebtedness or other non-equity financing by Seller or any of its Subsidiaries or (z) any issuances of equity interests by Seller or

Merger Consideration. (a) At the Effective TimeThe Merger Consideration, by virtue consisting of the Merger total purchase price payable to the Stockholders and without any action on the part of Parent, Buyer, Seller or the other equity interest holders of Boxing in connection with the following securitiesacquisition by merger of Boxing, shall be delivered and shall consist exclusively of: (i) each Seller That number of newly issued shares of Series B Convertible Preferred Stock, par value $0.001 per share, of the Acquiror (the "Series B Stock") that convert into the number of shares of common stock, $0.001 par value per share, of Acquiror (the "Acquiror Common Share Stock") as is equal to the Exchange Number, rounded up to the nearest whole number. The Series B Stock shall be convertible into shares of Acquiror Common Stock in accordance with the terms of, and the Series B Stock shall have those rights, preferences and designations set forth in, that certain Certificate of Designation, Preferences and Rights of Series B Convertible Preferred Stock (the "Certificate of Designation"), a true and correct copy of which is attached hereto and made a part hereof as defined in Section 2.3(a)Exhibit 1.3(a)(i) issued and outstanding immediately which will be duly authorized, approved and filed with the State of Delaware by Acquiror prior to the Effective Time shall be converted into the right to receive $10.35 in cash as adjusted pursuant to Section 1.7(c) ("Common Merger Consideration"), without interest thereon, upon surrender of the certificate formerly representing such ShareTime; and (ii) each Seller Preferred Share A warrant (as defined in Section 2.3(a)) issued and outstanding immediately prior to the Effective Time (other than Seller Preferred Shares held by Parent, Buyer or any wholly-owned Subsidiary of Parent or Buyer, which shares by virtue of the Merger and without any action The Preferred Merger Consideration, together with the Common Merger Consideration, is hereinafter referred to as the "Merger ConsiderationWarrant"), in the form attached hereto as Exhibit 1.3(a)(ii), to acquire up to 6,000,000 shares of Acquiror Common Stock. The per share exercise price of Merger Warrant shall be $0.40. The Merger Warrant shall be issued at the Merger Closing." (biii) Each outstanding Seller Option (as defined in Section 2.3(b)) shall be subject to the terms of this Agreement. As of the Effective Time, each outstanding Seller Option, whether or not then vested or exercisable, shall have the expiration date thereof accelerated to the Closing Date, and Seller shall use its reasonable best efforts to cause each such Seller Option to be converted into the right to receive from the Surviving Company an amount of cash equal to the product of (i) the number of Seller Common Shares subject to the Seller Option and (ii) the excess, if any, of the Common Merger Consideration over the exercise price per Seller Common Share of such option A warrant (the "Option ConsiderationLivingston Warrant"), in the form attached hereto as Exhibit 1.3(a)(i▇), ▇▇ ▇▇▇uire up to 1,000,000 shares of Acquiror Common Stock. Each outstanding agreement for The per share exercise price of the issuance of warrants Livingston Warrant shall be $0.40. The Livingston Warrant shall be is▇▇▇▇ ▇▇ ▇▇e Merger Closing. (▇) ▇▇▇ Series B Stock to be delivered at the Merger Closing (the "Warrants") and the shares which would be issuable upon the exercise of such warrants (such shares, "Warrant Preferred Merger Shares") shall be subject to the terms of this Agreement. Seller shall use its reasonable best efforts to cause each Warrant to be converted into the right to receive from the Surviving Company an amount of cash equal to the product of constitute sixty-five percent (i65%) the number of Warrant Shares and (ii) the excess, if any, of the Common Merger Consideration over the exercise price per Warrant Share outstanding equity ownership of such Warrants (the "Warrant Consideration"). Prior to the Effective Time, Seller shall take all steps necessary to give written notice to each holder of a Seller Option and Warrant that all Seller Options and Warrants shall expire effective as of the Effective Time and be converted into the right to receive the Option Consideration or Warrant Consideration, as the case may be. The Surviving Company shall cause the Paying Agent (as defined below) to pay each holder of Seller Options and Warrants, promptly Acquiror immediately following the Effective Time, the Option Consideration or Warrant Consideration, as the case may be, for all Seller Options and of Warrant Shares held by such holder. The Seller Board or any committee thereof responsible for the administration of Seller's stock option plans or warrant plans shall take any and all action necessary to effectuate the matters described in this Section 1.7(b) on or before the Effective Time. Any amounts payable pursuant to this Section 1.7(b) shall be subject to any required withholding of taxes and shall be paid without interest. Parent agrees to provide the Surviving Company with sufficient funds to permit the Surviving Company to satisfy its obligations under this Section 1.7(b). (c) The Common It is intended that the delivery of the Merger Consideration shall be decreased to qualify as a tax-free exchange under the extent and in Code. (d) The Preferred Merger Shares and, if issued, the circumstances described in Section 5.3 shares of Acquiror Common Stock issued (a)(ii)(yi) upon conversion of the Preferred Merger Shares (the "Conversion Shares") and (z), Section 5.3(c), Section 5.3(d), ii) upon exercise of the last sentence of Section 5.8 or Merger Warrant and the last sentence of Section 6.2(f). The Common Merger Consideration shall be increased by an amount Livingston Warrant (the "Closing Adjustment AmountWarrant Shares" and, together with the Conve▇▇▇▇▇ ▇▇▇▇es, the ") equal to: 50% Merger Shares"), shall be fully paid and non-assessable and shall be free and clear of (i) consolidated cashall liens, cash equivalents levies and marketable securities (valued equal encumbrances, except that such shares shall be "restricted securities" pursuant to their market value) Rule 144 promulgated under the Securities Act of Seller and its Subsidiaries, determined by Ernst & Young, LLP in accordance with GAAP1933, as of the close of business on the fifth business day prior to Closing amended (the "Measurement DateSecurities Act") minus (ii) consolidated cash, cash equivalents and marketable securities (valued equal to their market value) of Seller and its Subsidiaries, determined by Ernst & Young LLP in accordance with GAAP, as of June 30, 1999; minus (iii) the aggregate proceeds received by Seller and its Subsidiaries during the period after June 30, 1999 and on or prior to the Measurement Date of (x) any sales or other dispositions of assets of Seller or any of its Subsidiaries, (y) any incurrence of indebtedness or other non-equity financing by Seller or any of its Subsidiaries or (z) any issuances of equity interests by Seller or).

Merger Consideration. (ai) At the Effective Time, by virtue of the Merger and without any action on the part of Parent, BuyerHoldco, Seller Merger Sub, the Company, the Surviving Corporation or the holders of any shares of Company Capital Stock or the following securities: holders of any capital stock of Merger Sub, (iA) each Seller issued and outstanding share of Company Common Share Stock (other than Excluded Shares (as defined in Section 2.3(a4.1(c)) issued and outstanding immediately prior to shall, by virtue of the Effective Time shall Merger, be converted into the right to receive $10.35 in cash as adjusted under applicable Law and from Holdco, pursuant to Section 1.7(c4.2, upon the surrender of the certificates evidencing the Company Common Stock (or evidence of shares in book entry form), (x) the Parent Stock Consideration, which Parent Stock Consideration shall, for purposes of the Laws of The Netherlands, be paid up by the holders of the shares of Company Common Stock as described in Section 4.1(a)(ii) below, and ("Common y) the Cash Consideration (together, the “Merger Consideration"”), without interest thereon, upon surrender and such shares of Company Common Stock (or evidence of shares in book entry form) automatically shall be cancelled and extinguished, in accordance with Section 4.2 and (B) each holder of shares of Company Capital Stock (other than holders of Excluded Shares) shall be entitled to receive from Parent the certificate formerly representing such Share; andDutch Compensation Amount (as defined in clause (v) below) to be set off against the obligation to pay up the Parent Ordinary Shares as described in Section 4.1(a)(ii). Parent shall cause Holdco to take all applicable actions required under this Section 4.1(a)(i). (ii) each Seller Preferred Share (as defined in Section 2.3(a)) issued and outstanding immediately prior to the Effective Time (other than Seller Preferred Shares held by Parent, Buyer or any wholly-owned Subsidiary of Parent or Buyer, which shares by By virtue of the Merger and without any further action The Preferred Merger Considerationon the part of the holders of the shares of Company Common Stock, together each such holder shall be deemed to have subscribed hereunder for the Parent Ordinary Shares to be issued to such holder in accordance with this Article IV. In accordance with the Common Merger ConsiderationLaws of The Netherlands, is hereinafter referred to each such holder, as the "Merger Consideration." (b) Each outstanding Seller Option (as defined in Section 2.3(b)) a result of such deemed subscription, shall be subject obligated to pay up such Parent Ordinary Shares in an amount, determined solely for the terms purpose of this Agreement. As of the Effective Timesatisfying such obligation, each outstanding Seller Option, whether or not then vested or exercisable, shall have the expiration date thereof accelerated to the Closing Date, and Seller shall use its reasonable best efforts to cause each such Seller Option to be converted into the right to receive from the Surviving Company an amount of cash equal to the product of (i) the number of Seller Common Shares subject to the Seller Option and (ii) the excess, if any, of the Common Merger Consideration over the exercise price per Seller Common Share of such option (the "Option Consideration"). Each outstanding agreement for the issuance of warrants ("Warrants") and the shares which would be issuable upon the exercise of such warrants (such shares, "Warrant Shares") shall be subject to the terms of this Agreement. Seller shall use its reasonable best efforts to cause each Warrant to be converted into the right to receive from the Surviving Company an amount of cash equal to the product of (i) the number of Warrant Shares and (ii) the excess, if any, of the Common Merger Consideration over the exercise price per Warrant Share of such Warrants (the "Warrant Consideration"). Prior to the Effective Time, Seller shall take all steps necessary to give written notice to each holder of a Seller Option and Warrant that all Seller Options and Warrants shall expire effective as of the Effective Time and be converted into the right to receive the Option Consideration or Warrant Consideration, as the case may be. The Surviving Company shall cause the Paying Agent Dutch Compensation Amount (as defined below) to pay which such holder is entitled by virtue of the Merger. Such obligation shall be satisfied by each such holder, upon exchange of certificates (or evidence of shares in book entry form) in accordance with Section 4.2, by set off against its right to receive the Dutch Compensation Amount. In no event shall such obligation reduce the amount of Merger Consideration to which such holder is entitled hereunder. (iii) Holdco’s obligation to deliver the Merger Consideration to holders of Seller Options shares of Company Common Stock in accordance with the terms and Warrantssubject to the conditions set forth in this Article IV, promptly following may be assigned, in whole or in part, to Parent or any of Parent’s Subsidiaries; provided, however, that no such assignment shall relieve Holdco of its obligations hereunder. (iv) Notwithstanding the foregoing and subject to Section 7.1(c), if prior to the Effective Time the outstanding shares of Company Common Stock or Parent Ordinary Shares shall have been changed into a different number of shares or a different class, by reason of any stock dividend or distribution, subdivision, reclassification, recapitalization, stock split (including a reverse stock split), combination or exchange of shares or other similar transaction, and, in each such case, the record date for such transaction is between the date of this Agreement and the Effective Time, then any number or amount contained herein that is based upon the Option Consideration number of shares of Company Common Stock or Warrant ConsiderationParent Ordinary Shares, as the case may be, for all Seller Options will be adjusted as appropriate to provide to the holders of Company Common Stock the same economic effect as contemplated by this Agreement prior to such event; provided, however, that (A) any stock repurchase by Parent, (B) the reverse stock split and of Warrant Shares held by such holder. The Seller Board any other actions associated with the Parent Synthetic Buyback or any committee thereof responsible for similar transaction, shall not require or result in any adjustment hereunder. As provided in Section 4.4, the administration right of Seller's stock option plans or warrant plans shall take any and all action necessary holder of Company Common Stock to effectuate receive the matters described in this Section 1.7(b) on or before the Effective Time. Any amounts payable pursuant to this Section 1.7(b) Merger Consideration shall be subject to and reduced by the amount of any required withholding of taxes and shall be paid without interest. Parent agrees to provide the Surviving Company with sufficient funds to permit the Surviving Company to satisfy its obligations under this Section 1.7(b)applicable Tax Law. (c) The Common Merger Consideration shall be decreased to the extent and in the circumstances described in Section 5.3 (a)(ii)(y) and (z), Section 5.3(c), Section 5.3(d), the last sentence of Section 5.8 or the last sentence of Section 6.2(f). The Common Merger Consideration shall be increased by an amount (the "Closing Adjustment Amount") equal to: 50% of (i) consolidated cash, cash equivalents and marketable securities (valued equal to their market value) of Seller and its Subsidiaries, determined by Ernst & Young, LLP in accordance with GAAP, as of the close of business on the fifth business day prior to Closing (the "Measurement Date") minus (ii) consolidated cash, cash equivalents and marketable securities (valued equal to their market value) of Seller and its Subsidiaries, determined by Ernst & Young LLP in accordance with GAAP, as of June 30, 1999; minus (iii) the aggregate proceeds received by Seller and its Subsidiaries during the period after June 30, 1999 and on or prior to the Measurement Date of (x) any sales or other dispositions of assets of Seller or any of its Subsidiaries, (y) any incurrence of indebtedness or other non-equity financing by Seller or any of its Subsidiaries or (z) any issuances of equity interests by Seller or

Merger Consideration. As of the Effective Time: (a) At the Effective TimeAll shares of Image Stock owned by Image shall, by virtue of the Merger and without any action on the part of Parentany shareholder, Buyerofficer or director of Image or Sub, Seller or the holders of the following securities:be canceled and retired and shall cease to exist, and no consideration shall be delivered in exchange therefor. (ib) each Seller Common Share Each issued and outstanding share of Image Stock (other than any Dissenting Shares, as defined in Section 2.3(a3.2 hereof) shall, upon surrender to Sub, at the Closing, of the underlying share certificates, be converted into, and become exchangeable for, (i) a number of shares of validly issued, fully paid and nonassessable Class B Common Stock of Parent, $.01 par value (the "Parent Stock") based on the following equation: PS= [(300,000 x 1.875) + X] - D -- -- $10 $10 ------------------------------- S + O where: PS = the number of shares of Parent Stock (valued, as of the Closing, at $10 per share) for which each share of Image Stock shall be exchanged pursuant to the Merger D = the outstanding indebtedness of Image (the "Image Debt"), including debt for borrowed money and accrued interest thereon, capital leases, any unpaid legal, accounting or other fees of Image, and that portion of accounts payable and accrued expenses that exceeds the 12 month average during Image's most recent fiscal year, all to be determined as of three business days prior to the Closing Date and all as determined in accordance with generally accepted accounting principles ("GAAP") S = the number of issued and outstanding immediately prior shares of Image Stock on the Closing Date O = the total number of options to purchase Image Stock outstanding on the Effective Time shall Closing Date, to be converted into the right exchanged for options to receive $10.35 in cash as adjusted acquire Parent Stock pursuant to Section 1.7(c6.6(b) ("Common Merger Consideration"), without interest thereon, upon surrender hereof X = one-half of the certificate formerly representing such Shareaggregate exercise price of O, as set forth on Schedule 3.1(b) hereto; and (ii) each Seller Preferred Share the Escrowed Stock (as defined in hereinafter defined), if any, to be determined pursuant to Section 2.3(a)6.8 hereof. (c) Each issued and outstanding immediately prior to the Effective Time (other than Seller Preferred Shares held by Parentshare of common stock of Sub shall, Buyer or any wholly-owned Subsidiary of Parent or Buyer, which shares by virtue of the Merger and without any action The Preferred Merger Considerationon the part of any shareholder, together with the Common Merger Considerationofficer or director of Image or Sub, is hereinafter referred to as the "Merger Consideration." (b) Each outstanding Seller Option (as defined in Section 2.3(b)) shall be subject to the terms of this Agreement. As of the Effective Time, each outstanding Seller Option, whether or not then vested or exercisable, shall have the expiration date thereof accelerated to the Closing Date, and Seller shall use its reasonable best efforts to cause each such Seller Option to be converted into the right to receive from and become one fully paid and nonassessable share of common stock of the Surviving Company an amount of cash equal to the product of (i) the number of Seller Common Shares subject to the Seller Option and (ii) the excess, if any, of the Common Merger Consideration over the exercise price per Seller Common Share of such option (the "Option Consideration"). Each outstanding agreement for the issuance of warrants ("Warrants") and the shares which would be issuable upon the exercise of such warrants (such shares, "Warrant Shares") shall be subject to the terms of this Agreement. Seller shall use its reasonable best efforts to cause each Warrant to be converted into the right to receive from the Surviving Company an amount of cash equal to the product of (i) the number of Warrant Shares and (ii) the excess, if any, of the Common Merger Consideration over the exercise price per Warrant Share of such Warrants (the "Warrant Consideration"). Prior to the Effective Time, Seller shall take all steps necessary to give written notice to each holder of a Seller Option and Warrant that all Seller Options and Warrants shall expire effective as of the Effective Time and be converted into the right to receive the Option Consideration or Warrant Consideration, as the case may be. The Surviving Company shall cause the Paying Agent (as defined below) to pay each holder of Seller Options and Warrants, promptly following the Effective Time, the Option Consideration or Warrant Consideration, as the case may be, for all Seller Options and of Warrant Shares held by such holder. The Seller Board or any committee thereof responsible for the administration of Seller's stock option plans or warrant plans shall take any and all action necessary to effectuate the matters described in this Section 1.7(b) on or before the Effective Time. Any amounts payable pursuant to this Section 1.7(b) shall be subject to any required withholding of taxes and shall be paid without interest. Parent agrees to provide the Surviving Company with sufficient funds to permit the Surviving Company to satisfy its obligations under this Section 1.7(b)Corporation. (c) The Common Merger Consideration shall be decreased to the extent and in the circumstances described in Section 5.3 (a)(ii)(y) and (z), Section 5.3(c), Section 5.3(d), the last sentence of Section 5.8 or the last sentence of Section 6.2(f). The Common Merger Consideration shall be increased by an amount (the "Closing Adjustment Amount") equal to: 50% of (i) consolidated cash, cash equivalents and marketable securities (valued equal to their market value) of Seller and its Subsidiaries, determined by Ernst & Young, LLP in accordance with GAAP, as of the close of business on the fifth business day prior to Closing (the "Measurement Date") minus (ii) consolidated cash, cash equivalents and marketable securities (valued equal to their market value) of Seller and its Subsidiaries, determined by Ernst & Young LLP in accordance with GAAP, as of June 30, 1999; minus (iii) the aggregate proceeds received by Seller and its Subsidiaries during the period after June 30, 1999 and on or prior to the Measurement Date of (x) any sales or other dispositions of assets of Seller or any of its Subsidiaries, (y) any incurrence of indebtedness or other non-equity financing by Seller or any of its Subsidiaries or (z) any issuances of equity interests by Seller or

Merger Consideration. (a) At The "Merger Consideration Per Share" shall be 0.023513329 shares of theglobe Common Stock. (b) theglobe shall issue to each holder of a stock certificate (a "Shareholder") which immediately prior to the Effective TimeTime represented Outstanding Shares other than Dissenting Shares (a "Certificate") the number of shares of theglobe Common Stock equal to the number of shares of Company Common Stock represented by such Certificate multiplied by the Merger Consideration Per Share, subject to receipt by virtue theglobe of the Merger Certificate and without any action on a completed and duly executed letter of transmittal in the part form of ParentExhibit 2.4(b)(i) (a "Letter of Transmittal"). Each Seller shall deliver an executed Accredited Investor Questionnaire in the form of Exhibit 2.4(b)(ii) at the Closing. No later than 10 days following the date hereof, Buyer, Seller or the Company shall mail a Letter of Transmittal to all holders of Certificates representing Company Common Stock. (c) The Company and the following securities: Sellers are delivering to theglobe concurrently with the execution and delivery of this Agreement a certificate setting forth (i) the number of Outstanding Shares, (ii) the number of shares of Company Common Stock issuable upon the exercise of any options exercisable for shares of Company Common Stock ("Options") and the exercise price of each Seller such Option, and warrants exercisable for shares of Company Common Share Stock (as defined "Warrants") and the exercise price of each such Warrant, in Section 2.3(a)) issued and both cases outstanding immediately prior to the Effective Time shall be converted into and not being exercised in connection with the right to receive $10.35 in Merger, (iii) the amount of cash as adjusted pursuant to Section 1.7(c) ("Common Merger Consideration"), without interest thereon, upon surrender and cash equivalents of the certificate formerly representing such Share; and Company held by the Company at its headquarters or in its bank accounts as of the Effective Time, (iiiv) each Seller Preferred Share (the amount as defined in Section 2.3(a)) issued of the Effective Time of any paid and outstanding any unpaid portion immediately prior to the Effective Time of any bonuses payable by the Company in connection with the Merger, (other than Seller Preferred Shares held v) the amount paid by Parent, Buyer or any wholly-owned Subsidiary of Parent or Buyer, which shares by virtue the Company immediately prior to the Effective Time to repay in full all indebtedness of the Merger and without any action The Preferred Merger ConsiderationCompany under the Promissory Note, dated November 4, 1998, by the Company in favor of John Naylor in principal amount of $147,415.98 (the "Naylor Note") ▇▇▇ ▇▇ ▇▇y all amounts owing by the Company to McGo▇▇▇▇▇ James & Co. under the oral agreement on January 1, 1999 ▇▇▇▇ ▇▇▇▇▇▇▇ ▇o the purchase of certain office equipment in the aggregate amount of $20,589.00 (the "McGoodwin Purchase"); in each case together with reasonable backu▇ ▇▇▇▇▇▇▇. For purposes of this Agreement, the Common Merger Consideration, is hereinafter referred to as the terms "Merger Consideration.cash," " (b) Each outstanding Seller Option cash equivalents," and "cash on hand" shall not include any amounts withheld from "wages" (as defined in Section 2.3(b)3401(a) shall be subject to the terms of this Agreement. As of the Effective Time, each outstanding Seller Option, whether Code or not then vested analogous provisions by state or exercisable, shall have the expiration date thereof accelerated to the Closing Date, and Seller shall use its reasonable best efforts to cause each such Seller Option to be converted into the right to receive from the Surviving Company an amount local law) in respect of cash equal to the product of (i) the number of Seller Common Shares subject to the Seller Option and (ii) the excess, if any, of the Common Merger Consideration over the exercise price per Seller Common Share of such option (the "Option Consideration"). Each outstanding agreement for the issuance of warrants ("Warrants") and the shares which would be issuable upon the exercise of such warrants (such shares, "Warrant Shares") shall be subject to the terms of this Agreement. Seller shall use its reasonable best efforts to cause each Warrant to be converted into the right to receive from the Surviving Company an amount of cash equal to the product of (i) the number of Warrant Shares and (ii) the excess, if any, of the Common Merger Consideration over the exercise price per Warrant Share of such Warrants (the "Warrant Consideration"). Prior to the Effective Time, Seller shall take all steps necessary to give written notice to each holder of a Seller Option and Warrant that all Seller Options and Warrants shall expire effective as of the Effective Time and be converted into the right to receive the Option Consideration or Warrant Consideration, as the case may be. The Surviving Company shall cause the Paying Agent (as defined below) to pay each holder of Seller Options and Warrants, promptly following the Effective Time, the Option Consideration or Warrant Consideration, as the case may be, for all Seller Options and of Warrant Shares held by such holder. The Seller Board or any committee thereof responsible for the administration of Seller's stock option plans or warrant plans shall take any and all action necessary to effectuate the matters described in this Section 1.7(b) on or before the Effective Time. Any amounts payable pursuant to this Section 1.7(b) shall be subject to any required applicable withholding of taxes and shall be paid without interest. Parent agrees to provide the Surviving Company with sufficient funds to permit the Surviving Company to satisfy its obligations under this Section 1.7(b)taxes. (c) The Common Merger Consideration shall be decreased to the extent and in the circumstances described in Section 5.3 (a)(ii)(y) and (z), Section 5.3(c), Section 5.3(d), the last sentence of Section 5.8 or the last sentence of Section 6.2(f). The Common Merger Consideration shall be increased by an amount (the "Closing Adjustment Amount") equal to: 50% of (i) consolidated cash, cash equivalents and marketable securities (valued equal to their market value) of Seller and its Subsidiaries, determined by Ernst & Young, LLP in accordance with GAAP, as of the close of business on the fifth business day prior to Closing (the "Measurement Date") minus (ii) consolidated cash, cash equivalents and marketable securities (valued equal to their market value) of Seller and its Subsidiaries, determined by Ernst & Young LLP in accordance with GAAP, as of June 30, 1999; minus (iii) the aggregate proceeds received by Seller and its Subsidiaries during the period after June 30, 1999 and on or prior to the Measurement Date of (x) any sales or other dispositions of assets of Seller or any of its Subsidiaries, (y) any incurrence of indebtedness or other non-equity financing by Seller or any of its Subsidiaries or (z) any issuances of equity interests by Seller or

Merger Consideration. CONVERSION OF OUTSTANDING TARGET SHARES (a) At For the Effective Timepurposes of this SECTION 2.5, the shares of Purchaser Common Stock and Purchaser Series A Preferred Stock to be received by the Stockholders in connection with the Merger are referred to in the aggregate as the "MERGER CONSIDERATION." (b) Except as provided in SECTION 2.6 hereof, but subject to the provisions set forth in SECTIONS 3.2 and 3.3 hereof and the indemnification obligations of the Stockholders set forth in ARTICLE X hereof, at the Closing, by virtue of the Merger and without any action on the part of Parentthe Stockholders, Buyer, Seller or the holders of the following securities: (i) each Seller Common Target Share (as defined in Section 2.3(a)) issued and outstanding immediately prior to the Effective Time shall be converted into the right to receive surrendered in exchange for 98.778 shares of Purchaser Common Stock, and shares of Purchaser Series A Preferred Stock having an aggregate liquidation preference of $10.35 in cash as adjusted pursuant to Section 1.7(c) ("Common Merger Consideration"), without interest thereon, upon surrender of the certificate formerly representing such Share; and1,426.53. (iic) each Seller Preferred Share (as defined Notwithstanding anything in Section 2.3(a)) issued and this Agreement to the contrary, Target Shares outstanding immediately prior to the Effective Time (other than Seller Preferred Shares and held by Parent, Buyer or any wholly-owned Subsidiary of Parent or Buyer, which shares by virtue a Stockholder who has demanded appraisal for such Target Shares in accordance with Section 262 of the Merger and without any action The Preferred Merger Consideration, together with the Common Merger Consideration, is hereinafter referred to as the DGCL ("Merger Consideration.DISSENTING SHARES" (b) Each outstanding Seller Option (as defined in Section 2.3(b)) shall be subject to the terms of this Agreement. As of the Effective Time, each outstanding Seller Option, whether or not then vested or exercisable, shall have the expiration date thereof accelerated to the Closing Date, and Seller shall use its reasonable best efforts to cause each such Seller Option to be converted into the right to receive from the Surviving Company an amount of cash equal to the product of (i) the number of Seller Common Shares subject to the Seller Option and (ii) the excess, if any, of the Common Merger Consideration over the exercise price per Seller Common Share of such option (the "Option Consideration"). Each outstanding agreement for the issuance of warrants ("Warrants") and the shares which would be issuable upon the exercise of such warrants (such shares, "Warrant Shares") shall be subject to the terms of this Agreement. Seller shall use its reasonable best efforts to cause each Warrant to be converted into the right to receive from the Surviving Company an amount of cash equal to the product of (i) the number of Warrant Shares and (ii) the excess, if any, of the Common Merger Consideration over the exercise price per Warrant Share of such Warrants (the "Warrant Consideration"). Prior to the Effective Time, Seller shall take all steps necessary to give written notice to each holder of a Seller Option and Warrant that all Seller Options and Warrants shall expire effective as of the Effective Time and not be converted into the right to receive the Option Merger Consideration as provided in SECTION 2.5(b). Instead, such Stockholder shall be entitled to receive payment of the appraised value of his Dissenting Shares in accordance with the provisions of Section 262 of the DGCL unless and until such Stockholder fails to perfect or Warrant Considerationwithdraws or otherwise loses his right to appraisal and payment under the DGCL. If, as the case may be. The Surviving Company shall cause the Paying Agent (as defined below) to pay each holder of Seller Options and Warrants, promptly following after the Effective Time, any such Stockholder fails to perfect or withdraws or loses his right to appraisal, his Dissenting Shares shall thereupon be treated as if they had been converted as of the Option Consideration or Warrant Effective Time into the right to receive the Merger Consideration, if any, to which such Stockholder is entitled, without interest or dividends thereon, upon the surrender, in the manner provided in SECTION 2.7 hereof, of the certificate(s) which formerly represented his Target Shares. Target shall give Purchaser prompt notice of any demands received by Target for appraisal of Target Shares and, prior to the Effective Time, Purchaser shall have the right to participate in all negotiations and proceedings with respect to such demands. Prior to the Effective Time, Target shall not, except with the prior written consent of Purchaser, make any payment with respect to, or settle or offer to settle, any such demands. (d) Except as otherwise provided in SECTIONS 2.5(c) and 2.7 hereof, as of and after the case may beEffective Time, for all Seller Options and no holder of Warrant Shares held by such holder. The Seller Board or any committee thereof responsible for the administration of Seller's stock option plans or warrant plans shall take any and all action necessary to effectuate the matters described in this Section 1.7(b) on or certificate that immediately before the Effective Time. Any amounts payable pursuant Time represented Target Shares shall have any rights as a holder of Target Shares, other than to this Section 1.7(b) shall be subject to any required withholding of taxes and shall be paid without interest. Parent agrees to provide receive the Surviving Company with sufficient funds to permit the Surviving Company to satisfy its obligations under this Section 1.7(b). (c) The Common Merger Consideration shall be decreased to the extent and in the circumstances described in Section 5.3 (a)(ii)(y) and (z), Section 5.3(c), Section 5.3(d), the last sentence of Section 5.8 or the last sentence of Section 6.2(f). The Common Merger Consideration shall be increased by an amount (the "Closing Adjustment Amount") equal to: 50% of (i) consolidated cash, cash equivalents and marketable securities (valued equal to their market value) of Seller and its Subsidiaries, determined by Ernst & Young, LLP in accordance with GAAP, as of the close of business on the fifth business day prior to Closing (the "Measurement Date") minus (ii) consolidated cash, cash equivalents and marketable securities (valued equal to their market value) of Seller and its Subsidiaries, determined by Ernst & Young LLP in accordance with GAAP, as of June 30, 1999; minus (iii) the aggregate proceeds received by Seller and its Subsidiaries during the period after June 30, 1999 and on or prior to the Measurement Date of (x) any sales or other dispositions of assets of Seller or any of its Subsidiaries, (y) any incurrence of indebtedness or other non-equity financing by Seller or any of its Subsidiaries or (z) any issuances of equity interests by Seller orterms hereof.

Merger Consideration. (a) At the Effective TimeDate, by virtue subject to the terms and conditions set forth in this Agreement, including without limitation thereto the conditions to Closing set forth in Article X hereof, each issued and outstanding share of the Merger Scalable Software New Common Stock shall automatically be canceled and extinguished and converted, without any action on the part of Parentthe holders thereof, Buyerinto the right to receive, Seller subject to the terms and conditions of the Escrow Agreement and upon the surrender of the certificate evidencing such share, a fraction of a fully paid nonassessable share of issued and outstanding NEON Systems Common Stock equal to the Exchange Ratio, which shall be appropriately adjusted for any recapitalizations, stock combinations, stock dividends, stock splits and the like that are effected with respect to the Scalable Software New Common Stock or the NEON Systems Common Stock after the date of this Agreement and prior to the Effective Date. The shares of NEON Systems Common Stock to be issued in connection with the Merger are hereinafter referred to as the "NEON Systems Shares" or the "Merger Consideration." No fractional NEON Systems Shares shall be issued in the Merger. To the extent the application of the Exchange Ratio would result in a fractional number of NEON Systems Shares being issued to a holder of Scalable Software New Common Stock in the Merger, the number of NEON Systems Shares issuable in the Merger shall be rounded down to the next whole number. For purposes of determining whether a fractional share otherwise would be issuable, the total number of NEON Systems Shares issuable to any former holder of Scalable Software New Common Stock shall be determined on the basis of the total number of shares of Scalable Software New Common Stock which were registered in the name of that holder if represented by more than one stock certificate. Payment of the Merger Consideration to all stockholders of Scalable Software shall be made as set forth in Section 2.2(b); provided, however, that 10% of the whole NEON Systems Shares will be placed in escrow pursuant the Escrow Agreement. (b) After the Effective Date, each holder (other than holders of Dissenting Shares, as defined and to the extent provided in Section 3.3) of an outstanding certificate that prior thereto represented shares of Scalable Software New Common Stock shall be entitled, upon surrender thereof to NEON Systems, to receive in exchange therefor (i) a certificate or certificates representing the number of whole shares of NEON Systems Common Stock into which the shares so surrendered shall have been converted as described above, in such denominations and registered in such names as such holder may request, less the shares of NEON Systems Common Stock that will be issued and deposited for the account of such person as Escrow Stock (as defined below), if any. On the Effective Date, NEON Systems shall issue and deliver to ▇.▇. ▇▇▇▇▇▇ ▇▇▇▇▇ Bank (the "Escrow Agent") and deposit pursuant to the Escrow Agreement, for the account and future potential benefit of the Scalable Software stockholders whose names are set forth on Exhibit B (the "Escrow Stockholders") a number of shares of NEON Systems Common Stock equal to 10% of the aggregate number of NEON Systems Shares (the "Escrow Stock"). In addition to the conditions set forth in the Escrow Agreement, no Scalable Software stockholder shall be entitled to any disbursements of Escrow Stock unless and until such stockholder surrenders the certificates that prior to the Effective Date represented shares of Scalable Software New Common Stock convertible into NEON Systems Shares in accordance with the Exchange Ratio. Until surrendered, each outstanding certificate that, prior to the Effective Date, represented shares of Scalable Software New Common Stock shall be deemed from and after the Effective Date, for all corporate purposes, other than the payment of earlier dividends and distributions, to evidence the ownership of the number of full shares of NEON Systems Common Stock into which such shares shall have been converted pursuant to this Section 3.2. Unless and until any such outstanding certificates shall be surrendered, no dividends or other distributions payable to the holders of NEON Systems Common Stock, as of any time on or after the following securities:Effective Date, shall be paid to the holders of such outstanding certificates which prior to the Effective Date represented shares of Scalable Software New Common Stock; provided, however, that, upon surrender and exchange of such outstanding certificates, there shall be paid to the record holders of the certificates issued and exchanged therefor, the amount, without interest thereon, of dividends and other distributions, if any, that theretofore were declared and became payable since the Effective Date with respect to the number of full shares of NEON Systems Common Stock issued to such holders. (ic) each Seller As of the Effective Date, all shares of Scalable Software New Common Share Stock (as defined other than shares to be canceled in accordance with Section 2.3(a)3.1) issued and outstanding immediately prior to the Effective Time Date shall cease to be converted into outstanding and shall automatically be canceled and cease to exist, and each holder of any such shares shall cease to have any rights with respect thereto or arising therefrom (including without limitation the right to vote), except the right to receive $10.35 in cash as adjusted pursuant to Section 1.7(c) ("Common the Merger Consideration"), without interest thereon, Consideration upon surrender of the certificate formerly representing such Share; and (ii) each Seller Preferred Share (as defined shares in accordance with this Section 2.3(a)) issued 3.2, and outstanding immediately prior to the Effective Time (other than Seller Preferred Shares held by Parent, Buyer or any wholly-owned Subsidiary of Parent or Buyer, which shares by virtue of the Merger and without any action The Preferred Merger Consideration, together with the Common Merger Consideration, is hereinafter referred to as the "Merger Consideration." (b) Each outstanding Seller Option (as defined in Section 2.3(b)) shall be subject to the terms of this Agreement. As of the Effective Timeuntil so surrendered, each outstanding Seller Option, whether or not then vested or exercisable, such certificate shall have the expiration date thereof accelerated to the Closing Date, and Seller shall use its reasonable best efforts to cause each such Seller Option to be converted into the right to receive from the Surviving Company an amount of cash equal to the product of (i) the number of Seller Common Shares subject to the Seller Option and (ii) the excess, if any, of the Common Merger Consideration over the exercise price per Seller Common Share of such option (the "Option Consideration"). Each outstanding agreement represent for the issuance of warrants ("Warrants") and the shares which would be issuable upon the exercise of such warrants (such shares, "Warrant Shares") shall be subject to the terms of this Agreement. Seller shall use its reasonable best efforts to cause each Warrant to be converted into the right to receive from the Surviving Company an amount of cash equal to the product of (i) the number of Warrant Shares and (ii) the excess, if any, of the Common Merger Consideration over the exercise price per Warrant Share of such Warrants (the "Warrant Consideration"). Prior to the Effective Time, Seller shall take all steps necessary to give written notice to each holder of a Seller Option and Warrant that all Seller Options and Warrants shall expire effective as of the Effective Time and be converted into purposes only the right to receive the Option Consideration or Warrant Merger Consideration, as the case may be. The Surviving Company shall cause the Paying Agent (as defined below) to pay each holder of Seller Options and Warrants, promptly following the Effective Time, the Option Consideration or Warrant Consideration, as the case may be, for all Seller Options and of Warrant Shares held by such holder. The Seller Board or any committee thereof responsible for the administration of Seller's stock option plans or warrant plans shall take any and all action necessary to effectuate the matters described in this Section 1.7(b) on or before the Effective Time. Any amounts payable pursuant to this Section 1.7(b) shall be subject to any required withholding of taxes and shall be paid without interest. Parent agrees to provide the Surviving Company with sufficient funds to permit the Surviving Company to satisfy its obligations under this Section 1.7(b). (c) The Common Merger Consideration shall be decreased to the extent and in the circumstances described in Section 5.3 (a)(ii)(y) and (z), Section 5.3(c), Section 5.3(d), the last sentence of Section 5.8 or the last sentence of Section 6.2(f). The Common Merger Consideration shall be increased by an amount (the "Closing Adjustment Amount") equal to: 50% of (i) consolidated cash, cash equivalents and marketable securities (valued equal to their market value) of Seller and its Subsidiaries, determined by Ernst & Young, LLP in accordance with GAAP, as of the close of business on the fifth business day prior to Closing (the "Measurement Date") minus (ii) consolidated cash, cash equivalents and marketable securities (valued equal to their market value) of Seller and its Subsidiaries, determined by Ernst & Young LLP in accordance with GAAP, as of June 30, 1999; minus (iii) the aggregate proceeds received by Seller and its Subsidiaries during the period after June 30, 1999 and on or prior to the Measurement Date of (x) any sales or other dispositions of assets of Seller or any of its Subsidiaries, (y) any incurrence of indebtedness or other non-equity financing by Seller or any of its Subsidiaries or (z) any issuances of equity interests by Seller or

Merger Consideration. (a) At the Effective Time, by virtue of the Merger and without any action on the part of ParentBFC, BuyerMerger Sub, Seller L▇▇▇▇▇ or the holders of any of the following securities: (ia) each Seller Common Share (as defined in Section 2.3(a)) Each issued and outstanding share of common stock, par value $0.01 per share, of Merger Sub outstanding immediately prior to the Effective Time shall remain outstanding and unchanged following the Effective Time as a share of common stock of the Surviving Corporation. (b) Each share of L▇▇▇▇▇ Class A Common Stock and L▇▇▇▇▇ Class B Common Stock owned by BFC, Merger Sub or L▇▇▇▇▇ (in each case other than in a fiduciary capacity or as a result of debts previously contracted), immediately prior to the Effective Time shall be converted into canceled and extinguished without any conversion thereof and no stock of BFC, cash or other consideration shall be delivered in exchange therefor; it being understood that BFC is the right to receive $10.35 in cash as adjusted sole holder of shares of L▇▇▇▇▇ Class B Common Stock and all of such shares shall be canceled pursuant to this Section 1.7(c) ("Common Merger Consideration"3.1(b), without interest thereon, upon surrender of the certificate formerly representing such Share; and. (iic) Subject to the other provisions of this Section 3.1, each Seller Preferred Share (as defined in Section 2.3(a)) share of L▇▇▇▇▇ Class A Common Stock that is issued and outstanding immediately prior to the Effective Time (other than Seller Preferred Shares held by Parent, Buyer or excluding any wholly-owned Subsidiary shares of Parent or Buyer, which shares L▇▇▇▇▇ Class A Common Stock canceled pursuant to Section 3.1(b) and excluding Dissenting Shares) shall by virtue of the Merger and without any action The Preferred Merger Consideration, together with on the Common Merger Consideration, is hereinafter referred to as the "Merger Consideration." (b) Each outstanding Seller Option (as defined in Section 2.3(b)) shall be subject to the terms of this Agreement. As part of the Effective Time, each outstanding Seller Option, whether or not then vested or exercisable, shall have the expiration date holder thereof accelerated to the Closing Date, and Seller shall use its reasonable best efforts to cause each such Seller Option to be converted into the right to receive from the Surviving Company an amount of cash equal to the product of (i) the number of Seller Common Shares subject to the Seller Option and (ii) the excess, if any, of the Common Merger Consideration over the exercise price per Seller Common Share of such option (the "Option Consideration"). Each outstanding agreement for the issuance of warrants ("Warrants") and the shares which would be issuable upon the exercise of such warrants (such shares, "Warrant Shares") shall be subject to the terms of this Agreement. Seller shall use its reasonable best efforts to cause each Warrant to be converted into the right to receive from the Surviving Company an amount of cash equal to the product of (i) the number of Warrant Shares and (ii) the excess, if any, of the Common Merger Consideration over the exercise price per Warrant Share of such Warrants (the "Warrant Consideration"). Prior to the Effective Time, Seller shall take all steps necessary to give written notice to each holder of a Seller Option and Warrant that all Seller Options and Warrants shall expire effective as of the Effective Time become and be converted into the right to receive the Option Consideration or Warrant Consideration, 2.27 shares of BFC Class A Common Stock (such ratio of shares of BFC Class A Common Stock to shares of L▇▇▇▇▇ Class A Common Stock being referred to as the case may “Exchange Ratio”). (d) At the Effective Time, holders of L▇▇▇▇▇ Class A Common Stock and L▇▇▇▇▇ Class B Common Stock shall cease to be. The Surviving Company , and shall cause have no rights as, shareholders, and L▇▇▇▇▇ Stock Certificates shall thereafter represent only the Paying Agent right to receive the consideration provided under this Article III. (as defined belowe) If between the date of this Agreement and the Effective Time the outstanding shares of BFC Class A Common Stock or L▇▇▇▇▇ Class A Common Stock are changed into a different number of shares by reason of a reorganization, reclassification, recapitalization, division, combination or exchange of shares, or any dividend or other distribution payable in stock or other securities is declared with regard to pay each holder the BFC Class A Common Stock or L▇▇▇▇▇ Class A Common Stock with a record date between the date of Seller Options this Agreement and Warrants, promptly following the Effective Time, the Option Merger Consideration or Warrant Consideration, as the case may be, for all Seller Options and of Warrant Shares held by such holder. The Seller Board or any committee thereof responsible for the administration of Seller's stock option plans or warrant plans shall take any and all action necessary to effectuate the matters described in this Section 1.7(b) on or before the Effective Time. Any amounts payable pursuant to this Section 1.7(b) shall will be subject to any required withholding of taxes and shall be paid without interest. Parent agrees adjusted to provide the Surviving Company with sufficient funds to permit holders of L▇▇▇▇▇ Class A Common Stock the Surviving Company to satisfy its obligations under same economic effect as that contemplated by this Section 1.7(b). (c) The Common Merger Consideration shall be decreased to Agreement if the extent and in the circumstances described in Section 5.3 (a)(ii)(y) and (z)reorganization, Section 5.3(c)reclassification, Section 5.3(d)recapitalization, the last sentence of Section 5.8 or the last sentence of Section 6.2(f). The Common Merger Consideration shall be increased by an amount (the "Closing Adjustment Amount") equal to: 50% of (i) consolidated cashdivision, cash equivalents and marketable securities (valued equal to their market value) of Seller and its Subsidiariescombination, determined by Ernst & Youngexchange, LLP in accordance with GAAP, as of the close of business on the fifth business day prior to Closing (the "Measurement Date") minus (ii) consolidated cash, cash equivalents and marketable securities (valued equal to their market value) of Seller and its Subsidiaries, determined by Ernst & Young LLP in accordance with GAAP, as of June 30, 1999; minus (iii) the aggregate proceeds received by Seller and its Subsidiaries during the period after June 30, 1999 and on or prior to the Measurement Date of (x) any sales dividend or other dispositions of assets of Seller or any of its Subsidiaries, (y) any incurrence of indebtedness or other non-equity financing by Seller or any of its Subsidiaries or (z) any issuances of equity interests by Seller ordistribution had not taken place.

Merger Consideration. (a) At the Effective Time, by virtue of the Merger and without any action on the part of ParentPurchaser, BuyerBeringer or any holder of Shares, Seller or the holders of the following securities: (i) each Seller Common Share (as defined in Section 2.3(a)) issued and outstanding immediately prior to the Effective Time shall be converted into the right to receive $10.35 in cash as adjusted pursuant to Section 1.7(c) ("Common Merger Consideration"), without interest thereon, upon surrender of the certificate formerly representing such Share; and (ii) each Seller Preferred Share (as defined in Section 2.3(a)) issued and outstanding immediately prior to the Effective Time (other than Seller Preferred Shares held in the treasury of Beringer or owned by Parent, Buyer ▇▇▇▇▇▇'▇ or any wholly-direct or indirect, wholly owned Subsidiary subsidiary of Parent or Buyer▇▇▇▇▇▇'▇, which shares by virtue of the Merger will be canceled and without any action The Preferred Merger Consideration, together with the Common Merger Consideration, is hereinafter referred to as the "Merger Consideration." (b) Each outstanding Seller Option (as defined in Section 2.3(b)) shall be subject to the terms of this Agreement. As of retired immediately before the Effective Time, each outstanding Seller Option, whether or not then vested or exercisable, shall have the expiration date thereof accelerated to the Closing Date, and Seller shall use its reasonable best efforts to cause each such Seller Option to any Dissenting Shares) will be canceled and extinguished and will be converted into the right to receive from the Per Share Amount therefor in cash, without interest, upon surrender of the certificate formerly representing such Share. At the Effective Time, each share of common stock of Purchaser, par value $0.01 per share, issued and outstanding immediately prior to the Effective Time will thereafter represent one validly issued, fully paid and non-assessable share of common stock, par value $0.01 per share, of the Surviving Company Corporation. The Merger Agreement provides that Beringer will take all actions necessary to provide that, upon consummation of the Merger, each then-outstanding Option granted under any of ▇▇▇▇▇▇▇▇'▇ Option Plans will be canceled by Beringer in exchange for payment to the holders of such Options of an amount of cash equal to the product of (i) the number of Seller Common Shares subject to the Seller Option and (iiA) the excess, if any, of the Common Merger Consideration Per Share Amount over the per Share exercise price per Seller Common Share of such option thereof and (the "Option Consideration"). Each outstanding agreement for the issuance of warrants ("Warrants") and the shares which would be issuable upon the exercise of such warrants (such shares, "Warrant Shares") shall be subject to the terms of this Agreement. Seller shall use its reasonable best efforts to cause each Warrant to be converted into the right to receive from the Surviving Company an amount of cash equal to the product of (iB) the number of Warrant Shares and subject thereto (ii) such payment to be net of applicable withholding taxes). Any Options not canceled, exercised or converted prior to the excessEffective Time will, if any, by reason of the Common Merger Consideration over Merger, thereafter represent the right to receive, upon payment of the exercise price per Warrant therefor, an amount in cash, without interest, equal to the Per Share Amount times the number of Shares subject thereto (such Warrants payment to be net of applicable withholding taxes). The Company has agreed to take all actions necessary to provide that on and after the date of the Merger Agreement, (A) no Shares will be purchased under any Option Plan that is an "employee stock purchase plan" as defined in the "Warrant Consideration")Code from and after the date of the Merger Agreement and (B) any amounts previously contributed by employees (through payroll deduction or otherwise) for the purpose of purchasing Shares under any such Option Plan (for which the Shares have not been purchased as of the date of the Merger Agreement) will be returned to such employees prior to the Effective Time. The Merger Agreement also provides that (1) Beringer shall cause the Option Plans to terminate as of the Effective Time and (2) Beringer shall ensure that, following the Effective Time, no person, including any holder of any Options or any participant in the Option Plans, will have any right to acquire any equity securities of Beringer, the Surviving Corporation or any subsidiary thereof. Prior to the Effective Time, Seller if necessary, Beringer shall take all steps (1) obtain any consents from holders of Options and (2) make any amendments to the terms of the Option Plans that Beringer deems necessary to give written notice effect to each holder of a Seller Option and Warrant that all Seller Options and Warrants shall expire effective as of the Effective Time and be converted into actions described in this paragraph or the right preceding paragraph. Beringer has agreed pursuant to receive the Option Consideration or Warrant ConsiderationMerger Agreement that, as if required by applicable law in order to consummate the case may be. The Surviving Company shall cause the Paying Agent (as defined below) to pay each holder of Seller Options and WarrantsMerger, promptly following the Effective Timepurchase of and payment for Shares by Purchaser pursuant to the Offer, the Option Consideration or Warrant Consideration, as the case may be, for all Seller Options and of Warrant Shares held by such holder. The Seller Board or any committee thereof responsible for the administration of Seller's stock option plans or warrant plans shall Beringer will: - Promptly take any and all action necessary to effectuate the matters described in this Section 1.7(b) on or before the Effective Time. Any amounts payable pursuant to this Section 1.7(b) shall be subject to any required withholding of taxes and shall be paid without interest. Parent agrees to provide the Surviving Company with sufficient funds to permit the Surviving Company to satisfy its obligations under this Section 1.7(b). (c) The Common Merger Consideration shall be decreased to the extent and in the circumstances described in Section 5.3 (a)(ii)(y) and (z), Section 5.3(c), Section 5.3(d), the last sentence of Section 5.8 or the last sentence of Section 6.2(f). The Common Merger Consideration shall be increased by an amount (the "Closing Adjustment Amount") equal to: 50% of (i) consolidated cash, cash equivalents and marketable securities (valued equal to their market value) of Seller and its Subsidiaries, determined by Ernst & Young, LLP in accordance with GAAP, as the DGCL and its Certificate of Incorporation and By-Laws to convene a special meeting of its stockholders; - Use its reasonable best efforts to solicit from stockholders proxies in favor of the close Merger, if necessary; and - Take all other action necessary or, in the reasonable opinion of business on ▇▇▇▇▇▇'▇, advisable to secure any vote or consent of stockholders required by the fifth business day prior DGCL to Closing (effect the "Measurement Date") minus (ii) consolidated cashMerger. ▇▇▇▇▇▇'▇ has agreed in the Merger Agreement that it will vote, cash equivalents or cause to be voted, all of the Shares then directly or indirectly beneficially owned by it in favor of the Merger. The Merger Agreement further provides that, notwithstanding the foregoing, if ▇▇▇▇▇▇'▇, Purchaser or any other subsidiary of ▇▇▇▇▇▇'▇ acquires 100% of the Class A Shares and marketable securities (valued equal at least 90% of the Class B Shares pursuant to their market value) the Offer or otherwise, the parties to the Merger Agreement will take all necessary and appropriate action to cause the Merger to become effective as soon as practicable after the acceptance for payment of Seller and its Subsidiariespayment for the Shares by Purchaser pursuant to the Offer without a meeting of the stockholders of Beringer, determined by Ernst & Young LLP in accordance with GAAP, as Section 253 of June 30, 1999; minus (iii) the aggregate proceeds received by Seller and its Subsidiaries during the period after June 30, 1999 and on or prior to the Measurement Date of (x) any sales or other dispositions of assets of Seller or any of its Subsidiaries, (y) any incurrence of indebtedness or other non-equity financing by Seller or any of its Subsidiaries or (z) any issuances of equity interests by Seller orDGCL.

Merger Consideration. Parent shall have mailed to each Effective Time Shareholder a letter of transmittal in substantially the form attached hereto as Exhibit E (a) At the Effective Timea “Shareholder Transmittal Letter”), by virtue of the Merger and without any action on the part of Parent, Buyer, Seller or the holders of the following securities: which shall (i) each Seller Common Share (as defined in Section 2.3(a)) issued and outstanding immediately prior to the Effective Time specify that delivery shall be effected, and risk of loss and title to a certificate(s) representing shares of the Company Capital Stock that are being converted into the right to receive $10.35 in cash as adjusted payment pursuant to Section 1.7(c2.1(b)(i) ("Common Merger Consideration")each, without interest thereona “Company Stock Certificate”) shall pass only upon delivery of such certificate(s) to Parent after the Effective Time, upon surrender of the certificate formerly representing such Share; and (ii) each Seller Preferred Share be in such form and have such other reasonable provisions not inconsistent with this Agreement as Parent or Representative may specify, (as defined in Section 2.3(a)iii) issued and outstanding immediately prior to the Effective Time (other than Seller Preferred Shares held by Parent, Buyer include IRS Form W-9 or Form W-8BEN or any wholly-owned Subsidiary successor form, as applicable, and (iv) include instructions for use in effecting the surrender of Parent or Buyer, which shares by virtue Company Stock Certificate(s) for that portion of the Merger Consideration payable in respect of the shares of Company Capital Stock represented thereby under this Agreement. The delivery of the appropriate Merger Consideration to any holder of Company Capital Stock is expressly conditioned upon the execution and without any action The Preferred Merger Considerationdelivery of a Shareholder Transmittal Letter, properly completed and duly executed by each such Effective Time Shareholder. After the Effective Time, and after Parent receives a Company Stock Certificate (or alternatively, a Lost Stock Affidavit and a Lost Certificate Indemnity Agreement), together with a properly completed and duly executed Shareholder Transmittal Letter, Parent shall deliver to such Effective Time Shareholder the Common Merger Considerationfollowing, is hereinafter referred to as the "Merger Consideration." (b) Each outstanding Seller Option (as defined each in Section 2.3(b)) shall be subject to accordance with the terms of this Agreement in respect of the Shares of Company Capital Stock formerly represented by such Company Stock Certificate(s) as specified on the Consideration Spreadsheet: (A) the applicable Initial Merger Consideration, in the amounts of cash and/or Parent Common Stock specified opposite such Effective Time Shareholder’s name on the Consideration Spreadsheet, upon receipt of the Shareholder Transmittal Letter and the surrender of the applicable Company Stock Certificate (or alternatively, a Lost Stock Affidavit and a Lost Certificate Indemnity Agreement. As of ); (B) one (1) year from the Effective Time, each outstanding Seller Option, whether or not then vested or exercisable, shall have the expiration date thereof accelerated to applicable Final Cash Payment in accordance with the Closing Datedistribution allocation percentages of cash specified opposite such Effective Time Shareholder’s name on the Consideration Spreadsheet, and Seller shall use its reasonable best efforts to cause each such Seller Option to as may be converted into the right to receive adjusted by Sections 1.8(a) and 7.2(g); (C) one (1), two (2) and three (3) years from the Surviving Company an amount of cash equal to Effective Time, the product of (i) the number of Seller Common Shares subject to the Seller Option and (ii) the excessapplicable Deferred Payments, if any, in accordance with the distribution allocation percentages specified opposite such Effective Time Shareholder’s name on the Consideration Spreadsheet, as may be adjusted by Sections 1.9 and 7.2(g); and the Company Stock Certificate so surrendered shall forthwith be cancelled. If payment of any portion of the Common Merger Consideration over applicable Initial Closing Payment, Final Cash Payment or Deferred Payment is to be made to a Person other than the exercise price per Seller Common Share Person in whose name the surrendered certificate(s) are registered, it shall be a condition of payment that the Person requesting such option payment (the "Option Consideration"). Each outstanding agreement for the issuance of warrants ("Warrants") and the shares which would be issuable upon the exercise of such warrants (such shares, "Warrant Shares"A) shall be subject have paid any transfer and other Taxes required by reason of the payment of those amounts to a Person other than the registered holder of the Company Stock Certificate surrendered, and shall have established to the terms satisfaction of this Agreement. Seller Parent and Representative that such Tax has been paid, or (B) shall use its reasonable best efforts to cause each Warrant to be converted into the right to receive from the Surviving Company an amount of cash equal have established to the product satisfaction of (i) the number of Warrant Shares Parent and (ii) the excess, if any, of the Common Merger Consideration over the exercise price per Warrant Share of Representative that such Warrants (the "Warrant Consideration")Tax is not applicable. Prior to From and after the Effective Time, Seller until surrendered as contemplated by this Section 2.2(b), each Company Stock Certificate formerly representing shares of Company Capital Stock shall take be deemed to represent for all steps necessary to give written notice to each holder of a Seller Option and Warrant that all Seller Options and Warrants shall expire effective as of the Effective Time and be converted into purposes only the right to receive the Option Consideration or Warrant applicable Merger Consideration, as the case may be. The Surviving Company shall cause the Paying Agent (as defined below) to pay each holder of Seller Options and Warrantsincluding, promptly following the Effective Timewithout limitation, the Option Consideration or Warrant Initial Merger Consideration, as the case may beFinal Cash Payment, for all Seller Options and the Deferred Payments, if any, in respect of Warrant Shares held by such holder. The Seller Board or any committee thereof responsible for shares of Company Capital Stock formerly represented thereby in accordance with the administration terms of Seller's stock option plans or warrant plans shall take any and all action necessary to effectuate the matters described in this Section 1.7(b) on or before the Effective Time. Any amounts payable pursuant to this Section 1.7(b) shall be subject to any required withholding of taxes and shall be paid without interest. Parent agrees to provide the Surviving Company with sufficient funds to permit the Surviving Company to satisfy its obligations under this Section 1.7(b). (c) The Common Merger Consideration shall be decreased to the extent Agreement and in the circumstances described in Section 5.3 (a)(ii)(y) and (z), Section 5.3(c), Section 5.3(d), the last sentence of Section 5.8 or the last sentence of Section 6.2(f). The Common Merger Consideration shall be increased by an amount (the "Closing Adjustment Amount") equal to: 50% of (i) consolidated cash, cash equivalents and marketable securities (valued equal to their market value) of Seller and its Subsidiaries, determined by Ernst & Young, LLP in accordance with GAAP, as of the close of business on the fifth business day prior to Closing (the "Measurement Date") minus (ii) consolidated cash, cash equivalents and marketable securities (valued equal to their market value) of Seller and its Subsidiaries, determined by Ernst & Young LLP in accordance with GAAP, as of June 30, 1999; minus (iii) the aggregate proceeds received by Seller and its Subsidiaries during the period after June 30, 1999 and on or prior to the Measurement Date of (x) any sales or other dispositions of assets of Seller or any of its Subsidiaries, (y) any incurrence of indebtedness or other non-equity financing by Seller or any of its Subsidiaries or (z) any issuances of equity interests by Seller ormanner provided herein.

Merger Consideration. (a) At Subject to the provisions of this Agreement and any applicable backup or other withholding requirements, each of the issued and outstanding shares ("Target Shares") of common stock, par value ------------- $0.01 per share, of Target ("Target Common Stock") (other than shares ------------------- canceled pursuant to Section 1.3(b) and Dissenting Shares (as -------------- hereinafter defined), if any) as of the Effective Time shall by virtue of the Merger and without any action on part of the holder thereof, be converted into the right to receive, and there shall be paid as hereinafter provided, in exchange for each of the Target Shares, $21.32 (the "Merger Consideration"), payable to the holder thereof, in cash, -------------------- without interest thereon, upon the surrender of the certificate formerly representing such Target Share in the manner provided in Section 1.6. ----------- (b) Each share of Target Common Stock issued and outstanding immediately prior to the Effective Time that is owned by Parent, Acquiror or Acquisition Subsidiary and each share of Target Common Stock held in the treasury of Target or by a wholly owned subsidiary of Target shall be canceled as of the Effective Time and no Merger Consideration shall be payable with respect thereto. From and after the Effective Time, there shall be no further transfers on the stock transfer books of Target of any of the Target Shares outstanding prior to the Effective Time. If, after the Effective Time, Certificates (as hereinafter defined) are presented to the Surviving Corporation, they shall be canceled and exchanged for the Merger Consideration provided for in, and in accordance with the procedures set forth in, this Agreement. (c) Subject to the provisions of this Agreement, at the Effective Time, the shares of Acquisition Subsidiary common stock outstanding immediately prior to the Merger shall be converted, by virtue of the Merger and without any action on the part of Parentthe holder thereof, Buyerinto one validly issued, Seller or the holders fully paid and nonassessable share of the following securities: common stock of the Surviving Corporation (i) each Seller the "Surviving --------- Corporation Common Share (as defined in Section 2.3(aStock")) , which share of the Surviving Corporation ------------------------ Common Stock shall constitute all of the issued and outstanding immediately prior to the Effective Time shall be converted into the right to receive $10.35 in cash as adjusted pursuant to Section 1.7(c) ("Common Merger Consideration"), without interest thereon, upon surrender capital stock of the certificate formerly representing such Share; and (ii) each Seller Preferred Share (as defined in Section 2.3(a)) issued and outstanding immediately prior to the Effective Time (other than Seller Preferred Shares held by Parent, Buyer or any wholly-owned Subsidiary of Parent or Buyer, which shares by virtue of the Merger and without any action The Preferred Merger Consideration, together with the Common Merger Consideration, is hereinafter referred to as the "Merger ConsiderationSurviving Corporation." (b) Each outstanding Seller Option (as defined in Section 2.3(b)) shall be subject to the terms of this Agreement. As of the Effective Time, each outstanding Seller Option, whether or not then vested or exercisable, shall have the expiration date thereof accelerated to the Closing Date, and Seller shall use its reasonable best efforts to cause each such Seller Option to be converted into the right to receive from the Surviving Company an amount of cash equal to the product of (i) the number of Seller Common Shares subject to the Seller Option and (ii) the excess, if any, of the Common Merger Consideration over the exercise price per Seller Common Share of such option (the "Option Consideration"). Each outstanding agreement for the issuance of warrants ("Warrants") and the shares which would be issuable upon the exercise of such warrants (such shares, "Warrant Shares") shall be subject to the terms of this Agreement. Seller shall use its reasonable best efforts to cause each Warrant to be converted into the right to receive from the Surviving Company an amount of cash equal to the product of (i) the number of Warrant Shares and (ii) the excess, if any, of the Common Merger Consideration over the exercise price per Warrant Share of such Warrants (the "Warrant Consideration"). Prior to the Effective Time, Seller shall take all steps necessary to give written notice to each holder of a Seller Option and Warrant that all Seller Options and Warrants shall expire effective as of the Effective Time and be converted into the right to receive the Option Consideration or Warrant Consideration, as the case may be. The Surviving Company shall cause the Paying Agent (as defined below) to pay each holder of Seller Options and Warrants, promptly following the Effective Time, the Option Consideration or Warrant Consideration, as the case may be, for all Seller Options and of Warrant Shares held by such holder. The Seller Board or any committee thereof responsible for the administration of Seller's stock option plans or warrant plans shall take any and all action necessary to effectuate the matters described in this Section 1.7(b) on or before the Effective Time. Any amounts payable pursuant to this Section 1.7(b) shall be subject to any required withholding of taxes and shall be paid without interest. Parent agrees to provide the Surviving Company with sufficient funds to permit the Surviving Company to satisfy its obligations under this Section 1.7(b). (c) The Common Merger Consideration shall be decreased to the extent and in the circumstances described in Section 5.3 (a)(ii)(y) and (z), Section 5.3(c), Section 5.3(d), the last sentence of Section 5.8 or the last sentence of Section 6.2(f). The Common Merger Consideration shall be increased by an amount (the "Closing Adjustment Amount") equal to: 50% of (i) consolidated cash, cash equivalents and marketable securities (valued equal to their market value) of Seller and its Subsidiaries, determined by Ernst & Young, LLP in accordance with GAAP, as of the close of business on the fifth business day prior to Closing (the "Measurement Date") minus (ii) consolidated cash, cash equivalents and marketable securities (valued equal to their market value) of Seller and its Subsidiaries, determined by Ernst & Young LLP in accordance with GAAP, as of June 30, 1999; minus (iii) the aggregate proceeds received by Seller and its Subsidiaries during the period after June 30, 1999 and on or prior to the Measurement Date of (x) any sales or other dispositions of assets of Seller or any of its Subsidiaries, (y) any incurrence of indebtedness or other non-equity financing by Seller or any of its Subsidiaries or (z) any issuances of equity interests by Seller or

Merger Consideration. (a) At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Buyer, Seller or the holders of the following securities: (i) each Seller Common Share The aggregate consideration to be paid by Parent and Merger Sub hereunder at the Effective Time (“Aggregate Estimated Merger Consideration”) shall consist of, and not exceed, (A) cash in an amount equal to $57,925,000 plus or minus the Estimated Working Capital Adjustment (as defined in Section 2.3(a)) issued and outstanding immediately prior to the Effective Time shall be converted into the right to receive $10.35 in cash as adjusted pursuant to Section 1.7(cbelow) ("the “Aggregate Estimated Cash Consideration”) and (B) 1,150,000 shares of Common Merger Stock, par value $0.01 per share, of Parent (“Parent Common Stock”) (the “Aggregate Stock Consideration"”), without interest thereon, upon surrender of the certificate formerly representing such Share; and. (ii) each Seller Preferred Share Parent and Merger Sub shall use their respective reasonable best efforts to deliver the consideration contemplated by Section 3.1(a)(i) (the “Primary Consideration”). If at any time prior to the Election Date (as defined below), Parent and Merger Sub determine in Section 2.3(a)good faith that, even after using their respective reasonable best efforts, it is likely that they will not be able to deliver the Primary Consideration, Parent shall promptly provide written notice (the “Election Notice”) issued and outstanding immediately to the Company indicating such determination. If the Election Notice is delivered on or prior to the Effective Time (other than Seller Preferred Shares held by Parent, Buyer or any wholly-owned Subsidiary of Parent or Buyer, which shares by virtue of the Merger and without any action The Preferred Merger Consideration, together Election Date in accordance with the Common terms hereof, Parent and Merger Consideration, is hereinafter referred to as Sub shall pay the "Merger Consideration." (b) Each outstanding Seller Option Alternate Consideration (as defined in Section 2.3(b)below) shall be subject at the Effective Time pursuant to the terms of this Agreement. As Agreement in lieu of the Effective Time, each outstanding Seller Option, whether or Primary Consideration. If the Election Notice is not then vested or exercisable, shall have the expiration date thereof accelerated to the Closing Date, and Seller shall use its reasonable best efforts to cause each such Seller Option to be converted into the right to receive from the Surviving Company an amount of cash equal to the product of (i) the number of Seller Common Shares subject to the Seller Option and (ii) the excess, if any, of the Common Merger Consideration over the exercise price per Seller Common Share of such option (the "Option Consideration"). Each outstanding agreement for the issuance of warrants ("Warrants") and the shares which would be issuable upon the exercise of such warrants (such shares, "Warrant Shares") shall be subject to the terms of this Agreement. Seller shall use its reasonable best efforts to cause each Warrant to be converted into the right to receive from the Surviving Company an amount of cash equal to the product of (i) the number of Warrant Shares and (ii) the excess, if any, of the Common Merger Consideration over the exercise price per Warrant Share of such Warrants (the "Warrant Consideration"). Prior to the Effective Time, Seller shall take all steps necessary to give written notice to each holder of a Seller Option and Warrant that all Seller Options and Warrants shall expire effective as of the Effective Time and be converted into the right to receive the Option Consideration or Warrant Consideration, as the case may be. The Surviving Company shall cause the Paying Agent (as defined below) to pay each holder of Seller Options and Warrants, promptly following the Effective Time, the Option Consideration or Warrant Consideration, as the case may be, for all Seller Options and of Warrant Shares held by such holder. The Seller Board or any committee thereof responsible for the administration of Seller's stock option plans or warrant plans shall take any and all action necessary to effectuate the matters described in this Section 1.7(b) on or before the Effective Time. Any amounts payable pursuant to this Section 1.7(b) shall be subject to any required withholding of taxes and shall be paid without interest. Parent agrees to provide the Surviving Company with sufficient funds to permit the Surviving Company to satisfy its obligations under this Section 1.7(b). (c) The Common Merger Consideration shall be decreased to the extent and in the circumstances described in Section 5.3 (a)(ii)(y) and (z), Section 5.3(c), Section 5.3(d), the last sentence of Section 5.8 or the last sentence of Section 6.2(f). The Common Merger Consideration shall be increased by an amount (the "Closing Adjustment Amount") equal to: 50% of (i) consolidated cash, cash equivalents and marketable securities (valued equal to their market value) of Seller and its Subsidiaries, determined by Ernst & Young, LLP in accordance with GAAP, as of the close of business on the fifth business day prior to Closing (the "Measurement Date") minus (ii) consolidated cash, cash equivalents and marketable securities (valued equal to their market value) of Seller and its Subsidiaries, determined by Ernst & Young LLP in accordance with GAAP, as of June 30, 1999; minus (iii) the aggregate proceeds received by Seller and its Subsidiaries during the period after June 30, 1999 and delivered on or prior to the Measurement Election Date in accordance with the terms hereof, Parent and Merger Sub shall pay the Primary Consideration. The “Alternate Consideration” shall consist of, and not exceed, (A) cash in an amount equal to $28,000,000 plus or minus the Estimated Working Capital Adjustment and (B) 3,200,000 shares of Parent Common Stock. If the Alternate Consideration is paid, “Aggregate Estimated Merger Consideration” shall mean the amount of cash and number of shares of Parent Common Stock contemplated by clauses (A) and (B) of the preceding sentence, “Aggregate Estimated Cash Consideration” shall mean the amount of cash contemplated by clause (A) of the preceding sentence and “Aggregate Stock Consideration” shall mean the number of shares of Parent Common Stock contemplated by clause (B) of the preceding sentence. The “Election Date” shall be the sixtieth (60th) calendar day after the date on which the Company delivers to Parent (x) any sales or other dispositions a copy of assets the audited consolidated balance sheet of Seller or any the Company and the Subsidiaries as of its SubsidiariesDecember 31, 2005 and the audited statement of operations and cash flows of the Company and the Subsidiaries for the year ended December 31, 2005, accompanied by a report by ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP (“▇▇▇▇▇ ▇▇▇▇▇▇▇▇”), and (y) any incurrence a copy of indebtedness or other non-equity financing the unaudited consolidated balance sheet of the Company and the Subsidiaries as of March 31, 2006 and the unaudited statement of operations and cash flows of the Company and the Subsidiaries for the quarter ended March 31, 2006 prepared in accordance with GAAP and reviewed by Seller or any ▇▇▇▇▇ ▇▇▇▇▇▇▇▇; provided, however, that if the Company does not deliver the required financial statements as of its Subsidiaries or and for the quarter ended March 31, 2006 by August 13, 2006, the sixty (z60) any issuances calendar day period shall not begin to run until the Company delivers the required financial statements as of equity interests by Seller orand for the quarter ended June 30, 2006.

Merger Consideration. (a) At Subject to the provisions of this Agreement, at the Effective Time, automatically by virtue of the Merger and without any action on the part of Parent, Buyer, Seller Buyer Bank, Company Bank, Company or the holders any shareholder of the following securitiesCompany: (ia) each Seller Each share of Buyer Common Share (as defined in Section 2.3(a)) Stock that is issued and outstanding immediately prior to the Effective Time shall remain outstanding following the Effective Time and shall be converted into unchanged by the right to receive $10.35 in cash as adjusted pursuant to Section 1.7(c) ("Common Merger Consideration"), without interest thereon, upon surrender of the certificate formerly representing such Share; andMerger. (iib) each Seller Preferred Share Each share of Company Common Stock owned directly by Buyer (other than shares in trust accounts, managed accounts and the like for the benefit of customers or shares held as defined in Section 2.3(a)collateral for outstanding debt previously contracted) immediately prior to the Effective Time shall be cancelled and retired at the Effective Time without any conversion thereof, and no payment shall be made with respect thereto. (c) Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than Seller Preferred Shares held by ParentDissenting Shares, Buyer or any wholly-owned Subsidiary of Parent or Buyer, which treasury stock and shares by virtue of the Merger described in Section 2.01(b) above) shall automatically and without any further action The Preferred Merger Consideration, together with on the Common Merger Consideration, is hereinafter referred to as the "Merger Consideration." (b) Each outstanding Seller Option (as defined in Section 2.3(b)) shall be subject to the terms of this Agreement. As part of the Effective Time, each outstanding Seller Option, whether or not then vested or exercisable, shall have the expiration date holder thereof accelerated to the Closing Date, and Seller shall use its reasonable best efforts to cause each such Seller Option to be converted into the right to receive from the Surviving Company an amount of cash equal to the product of (i) the number of Seller Common Shares subject to the Seller Option and (ii) the excess, if any, of the Common Merger Consideration over the exercise price per Seller Common Share of such option (the "Option Consideration"). Each outstanding agreement for the issuance of warrants ("Warrants") and the shares which would be issuable upon the exercise of such warrants (such shares, "Warrant Shares") shall be subject to the terms of this Agreement. Seller shall use its reasonable best efforts to cause each Warrant to be converted into the right to receive from the Surviving Company an amount of cash equal to the product of (i) the number of Warrant Shares and (ii) the excess, if any, of the Common Merger Consideration over the exercise price per Warrant Share of such Warrants (the "Warrant Consideration"). Prior to the Effective Time, Seller shall take all steps necessary to give written notice to each holder of a Seller Option and Warrant that all Seller Options and Warrants shall expire effective as of the Effective Time and be converted into the right to receive the Option number of shares of Buyer Common Stock determined using the Exchange Ratio. (d) Each outstanding share of Company Common Stock the holder of which has perfected appraisal rights under the NCBCA 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 or Warrant Considerationhereunder, and the holder thereof shall be entitled only to such rights as are granted by the case may beNCBCA. The Surviving Company shall cause give Buyer prompt notice upon receipt by Company of any such demands for payment of the Paying Agent fair value of such shares of Company Common Stock and of withdrawals of such notice and any other instruments provided pursuant to Law (any shareholder duly making such demand being hereinafter called a “Dissenting Shareholder”), and Buyer shall have the right to participate in all negotiations and proceedings with respect to any such demands. Company shall not, except with the prior written consent of Buyer, 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 defined belowmay be necessary to perfect appraisal rights under the NCBCA. Any payments made in respect of Dissenting Shares shall be made by the Surviving Entity. If any Dissenting Shareholder shall effectively withdraw or lose (through failure to perfect or otherwise) such holder’s right to pay each holder of Seller Options and Warrants, promptly following such payment at or prior to the Effective Time, the Option Consideration or Warrant Consideration, as the case may be, for all Seller Options and of Warrant Shares held by such holder. The Seller Board or any committee thereof responsible for the administration ’s shares of Seller's stock option plans or warrant plans shall take any and all action necessary to effectuate the matters described in this Section 1.7(b) on or before the Effective Time. Any amounts payable pursuant to this Section 1.7(b) Company Common Stock shall be subject converted into a right to any required withholding of taxes and shall be paid without interest. Parent agrees to provide receive the Surviving Company with sufficient funds to permit the Surviving Company to satisfy its obligations under this Section 1.7(b). (c) The Common Merger Consideration shall be decreased to the extent and in the circumstances described in Section 5.3 (a)(ii)(y) and (z), Section 5.3(c), Section 5.3(d), the last sentence of Section 5.8 or the last sentence of Section 6.2(f). The Common Merger Consideration shall be increased by an amount (the "Closing Adjustment Amount") equal to: 50% of (i) consolidated cash, cash equivalents and marketable securities (valued equal to their market value) of Seller and its Subsidiaries, determined by Ernst & Young, LLP in accordance with GAAP, as the applicable provisions of the close of business on the fifth business day prior to Closing (the "Measurement Date") minus (ii) consolidated cash, cash equivalents and marketable securities (valued equal to their market value) of Seller and its Subsidiaries, determined by Ernst & Young LLP in accordance with GAAP, as of June 30, 1999; minus (iii) the aggregate proceeds received by Seller and its Subsidiaries during the period after June 30, 1999 and on or prior to the Measurement Date of (x) any sales or other dispositions of assets of Seller or any of its Subsidiaries, (y) any incurrence of indebtedness or other non-equity financing by Seller or any of its Subsidiaries or (z) any issuances of equity interests by Seller orthis Agreement.

Merger Consideration. As soon as reasonably practicable as of or after the Effective Time: (a) At The Company shall deliver to the transfer agent and registrar for the Company Common Stock (the "Company Transfer Agent"), duly executed certificates for Company Common Stock to be countersigned and re-issued as Non-Cash Election Shares. (b) Upon or as soon as practicable after the Effective Time, by virtue of the Merger and without any action on the part of ParentCompany (either directly, Buyeror indirectly through its financing sources) shall deposit or cause to be deposited in an Escrow Account, Seller or the holders of the following securities: (i) each Seller Common Share (as defined in Section 2.3(a)) issued and outstanding immediately prior to the Effective Time shall be converted into the right to receive $10.35 in cash as adjusted pursuant to Section 1.7(c) an Escrow Agreement, dated as of _________ __, 1997 (the "Common Merger ConsiderationEscrow Agreement"), without interest thereon, upon surrender of the certificate formerly representing such Share; and between The Chase Manhattan Bank (ii) each Seller Preferred Share (as defined in Section 2.3(a)) issued and outstanding immediately prior to the Effective Time (other than Seller Preferred Shares held by Parent, Buyer or any wholly-owned Subsidiary of Parent or Buyer, which shares by virtue of the Merger and without any action The Preferred Merger Consideration, together with the Common Merger Consideration, is hereinafter referred to as the "Merger Consideration.Escrow Agent" ), ChaseMellon Shareholder Services, L.L.C. and the Company, immediately available funds (bthe "Escrow Fund") Each outstanding Seller Option (as defined in Section 2.3(b)) shall be subject to the terms of this Agreement. As of the Effective Time, each outstanding Seller Option, whether or not then vested or exercisable, shall have the expiration date thereof accelerated to the Closing Date, and Seller shall use its reasonable best efforts to cause each such Seller Option to be converted into the right to receive from the Surviving Company an aggregate amount of cash equal to the product sum of (i) the number of Seller Common Shares subject to the Seller Option and (ii) the excess, if any, of the Common Merger Consideration over the exercise price per Seller Common Share of such option (the "Option Consideration"). Each outstanding agreement for the issuance of warrants ("Warrants") and the shares which would be issuable upon the exercise of such warrants (such shares, "Warrant Shares") shall be subject to the terms of this Agreement. Seller shall use its reasonable best efforts to cause each Warrant to be converted into the right to receive from the Surviving Company an amount of cash equal to the product of (iA) the number Cash Election Price and (B) each issued and outstanding share of Warrant Company Common Stock (other than Electing Shares and (iiDissenting Shares) the excess, if any, of the Common Merger Consideration over the exercise price per Warrant Share of such Warrants (the "Warrant Consideration"). Prior to the Effective Time, Seller shall take all steps necessary to give written notice to each holder of a Seller Option and Warrant that all Seller Options and Warrants shall expire effective as of the Effective Time and be converted into the right to receive the Option Cash Election Price pursuant to Section 2.1(c) of the Merger Agreement and (ii) the product of (A) the Warrant Consideration or and (B) each issued and outstanding Company Warrant Consideration, as converted into the case may beright to receive the Warrant Consideration pursuant to Section 2.6 of the Merger Agreement. The Surviving Company shall cause Pursuant to the Paying Agent (as defined below) to pay each holder of Seller Options and Warrants, promptly following the Effective TimeEscrow Agreement, the Option Escrow Fund shall be held in a segregated account the principal of which is held in trust for the benefit of (i) the holders of each issued and outstanding share of Company Common Stock (other than Electing Shares and Dissenting Shares) converted into the right to receive the Cash Election Price pursuant to Section 2.1(c) of the Merger Agreement and (ii) the holders of each issued and outstanding Company Warrant converted into the right to receive the Warrant Consideration pursuant to Section 2.6 of the Merger Agreement. Any interest and other income with respect to the Escrow Fund shall be paid to the Company as and when requested by the Company. Amounts other than such interest and other income shall be withdrawn from the Escrow Fund by the Exchange Agent to make cash payments pursuant to the Merger Agreement in respect of shares of Company Common Stock or Warrant ConsiderationCompany Warrants, as the case may be, for all Seller Options and of Warrant Shares held by such holderin accordance with Section 6 below or any required tax withholdings. The Seller Board or Exchange Agent shall not use the Escrow Fund for any committee thereof responsible for other purpose unless specifically so directed by the administration of Seller's stock option plans or warrant plans Company in writing. Pursuant to the Escrow Agreement, the Escrow Fund shall take any terminate, and all action necessary funds therein will be remitted to effectuate the matters described in this Section 1.7(bCompany, upon either (i) on or before the Effective Time. Any amounts payable earlier of (a) delivery by the Exchange Agent of the entire principal amount of the Escrow Fund pursuant to this Section 1.7(bAgreement and (b) __________ __, 1997 or (ii) such date following ________ __, 1997 but no later than ________ __, 1997, as shall be subject to any required withholding of taxes and shall be paid without interest. Parent agrees to provide communicated in writing by the Surviving Company with sufficient funds to permit the Surviving Company to satisfy its obligations under this Section 1.7(bthe Escrow Agent (such date, the "Escrow Termination Date"). (c) The Common Merger Consideration In the event the Escrow Agreement is terminated, from the Escrow Termination Date until ________ __, 1997, the Exchange Agent shall be decreased make cash payments pursuant to the extent and in the circumstances described in Section 5.3 (a)(ii)(y) and (z), Section 5.3(c), Section 5.3(d), the last sentence of Section 5.8 or the last sentence of Section 6.2(f). The Common Merger Consideration shall be increased by an amount Agreement (the "Closing Adjustment AmountPost-Escrow Payments") equal to: 50% to holders of (i) consolidated cashCompany Common Stock in respect of shares of Company Common Stock or to holders of Company Warrants in respect of Company Warrants, cash equivalents and marketable securities (valued equal to their market value) of Seller and its Subsidiariesas the case may be, determined by Ernst & Young, LLP in accordance with GAAPSection 6 below or any required tax withholdings. Until ________ __, 1997, the Company shall make weekly remittances to the Exchange Agent in an amount sufficient, as of the close of business on the fifth business day prior to Closing (the "Measurement Date") minus (ii) consolidated cash, cash equivalents and marketable securities (valued equal to their market value) of Seller and its Subsidiaries, determined by Ernst & Young LLP in accordance with GAAP, as of June 30, 1999; minus (iii) the aggregate proceeds received by Seller and its Subsidiaries during the period after June 30, 1999 and on or prior communicated to the Measurement Date of (x) any sales or other dispositions of assets of Seller or any of its SubsidiariesCompany by the Exchange Agent, (y) any incurrence of indebtedness or other nonto satisfy the Post-equity financing by Seller or any of its Subsidiaries or (z) any issuances of equity interests by Seller orEscrow Payments.

Merger Consideration. As of the Effective Time: (a) At the Effective TimeAll shares of Tessera Stock owned by Tessera shall, by virtue of the Merger and without any action on the part of any stockholder, officer or director of Tessera or Sub, be canceled and retired and shall cease to exist, and no consideration shall be delivered in exchange therefor. (b) Each issued and outstanding share of Tessera common stock owned by the stockholders of Tessera other than Tessera (including all outstanding shares of Tessera Series A and Series D Preferred Stock, which shall have been converted into Tessera common stock in accordance with Section 6.6(d)) shall, upon surrender to Sub (or Parent's designated transfer agent), at the Closing, of the underlying share certificates ("Certificates"), be converted into, and become exchangeable for, a number of shares of validly issued, fully paid and nonassessable Common Stock of Parent, Buyer$.01 par value ("Parent Stock") based on the following equation: PS = $120 million [(D - $732,000) + F + B + C] ------------------------------------------ PSV x (S + O) where: PS = the number of shares of Parent Stock for which each share of Tessera Stock owned by a stockholder of Tessera other than Tessera shall be exchanged pursuant to the Merger; D = any debt for borrowed money of Tessera and accrued interest thereon (the "Tessera Debt"), Seller to be determined as of three business days prior to the Closing Date; F = any banker's, legal, accounting, broker's, finder's or other agency or advisory fees and expenses of Tessera related to the holders Merger, to be paid off by Parent at the Closing; B = the aggregate amount of cash, including accrued dividends, required to redeem all of Tessera's outstanding Series B Preferred Stock immediately prior to Closing in accordance with the provisions of Article IV, Section C.2.c of Tessera's Articles of Organization; C = the aggregate amount of cash required to be paid to the holder of Tessera's outstanding Series C Preferred Stock at the Closing in accordance with the provisions of Articles IV, Section D.2.c.ii.A of Tessera's Articles of Organization; PSV = $29.49, the price per share of Parent Stock, based on the average of the daily closing price thereof, as reflected in The Wall Street Journal for the 30 business days prior to the date hereof; S = the total number of shares of Tessera common stock which would be issued and outstanding on the Closing Date if all the outstanding shares of Tessera Series A, Series C and Series D Preferred Stock were converted into Tessera common stock immediately prior thereto but excluding any shares of Series B Preferred Stock; and O = 803,768, representing the total number of options to purchase Tessera Stock outstanding on the date hereof, pursuant to Tessera's stock option plan(s) which, subject to Sections 6.1 and 6.6(b), will be assumed by Parent at the Effective Time. (c) Each issued and outstanding share of Series C Preferred Stock shall, up on surrender to Sub (or Parent's designated transfer agent), at the Closing, of the Certificates therefor, be converted into, and become exchangeable for (i) a number of shares of validly issued, fully paid and nonassessable Parent Stock equal to PS multiplied by the number of shares of Tessera common stock issuable upon conversion of such Series C Preferred Stock, plus (ii) the amount payable as item "C" under Section 3.1(b) above. (d) With respect to the exchange of Certificates for Parent Stock, the following securitiesprovisions shall apply: (i) each Seller Common Share (as defined in Section 2.3(a)) issued If any Certificate has been lost, stolen or destroyed, then Parent's policies generally concerning lost, stolen or destroyed certificates of Parent Stock, which may include requirements of affidavits, bonds and outstanding immediately prior to the Effective Time indemnities, shall be converted into the right to receive $10.35 in cash as adjusted pursuant to Section 1.7(c) ("Common Merger Consideration"), without interest thereon, upon surrender of the certificate formerly representing such Share; andapply. (ii) each Seller Preferred Share (as defined in Section 2.3(a)) issued and outstanding immediately prior to the Effective Time (other than Seller Preferred Shares held by Parent, Buyer or any wholly-owned Subsidiary No fractional shares of Parent or Buyer, which shares by virtue of the Merger and without any action The Preferred Merger Consideration, together with the Common Merger Consideration, is hereinafter referred to as the "Merger Consideration." (b) Each outstanding Seller Option (as defined in Section 2.3(b)) Stock shall be subject to the terms issued; in lieu thereof, a stockholder of this Agreement. As of the Effective Time, each outstanding Seller Option, whether or not then vested or exercisable, shall have the expiration date thereof accelerated to the Closing Date, and Seller shall use its reasonable best efforts to cause each such Seller Option to be converted into the right to Tessera will receive from the Surviving Company an amount of cash equal to the product of (ix) such fraction, multiplied by (y) PSV. (iii) Parent Stock certificates shall not be issued in a name other than that in which the number Certificates surrendered in exchange therefor are registered absent compliance with Parent's policies concerning proper endorsements and evidence of Seller Common Shares subject to the Seller Option payment of applicable transfer or other taxes. (e) Each issued and (ii) the excessoutstanding share of common stock of Sub shall, if any, by virtue of the Common Merger Consideration over and without any action on the exercise price per Seller Common Share part of such option (the "Option Consideration"). Each outstanding agreement for the issuance any stockholder, officer or director of warrants ("Warrants") and the shares which would be issuable upon the exercise of such warrants (such sharesTessera or Sub, "Warrant Shares") shall be subject to the terms of this Agreement. Seller shall use its reasonable best efforts to cause each Warrant to be converted into the right to receive from and become one fully paid and nonassessable share of common stock of the Surviving Company an amount of cash equal to the product of (i) the number of Warrant Shares and (ii) the excess, if any, of the Common Merger Consideration over the exercise price per Warrant Share of such Warrants (the "Warrant Consideration"). Prior to the Effective Time, Seller shall take all steps necessary to give written notice to each holder of a Seller Option and Warrant that all Seller Options and Warrants shall expire effective as of the Effective Time and be converted into the right to receive the Option Consideration or Warrant Consideration, as the case may be. The Surviving Company shall cause the Paying Agent (as defined below) to pay each holder of Seller Options and Warrants, promptly following the Effective Time, the Option Consideration or Warrant Consideration, as the case may be, for all Seller Options and of Warrant Shares held by such holder. The Seller Board or any committee thereof responsible for the administration of Seller's stock option plans or warrant plans shall take any and all action necessary to effectuate the matters described in this Section 1.7(b) on or before the Effective Time. Any amounts payable pursuant to this Section 1.7(b) shall be subject to any required withholding of taxes and shall be paid without interest. Parent agrees to provide the Surviving Company with sufficient funds to permit the Surviving Company to satisfy its obligations under this Section 1.7(b)Corporation. (c) The Common Merger Consideration shall be decreased to the extent and in the circumstances described in Section 5.3 (a)(ii)(y) and (z), Section 5.3(c), Section 5.3(d), the last sentence of Section 5.8 or the last sentence of Section 6.2(f). The Common Merger Consideration shall be increased by an amount (the "Closing Adjustment Amount") equal to: 50% of (i) consolidated cash, cash equivalents and marketable securities (valued equal to their market value) of Seller and its Subsidiaries, determined by Ernst & Young, LLP in accordance with GAAP, as of the close of business on the fifth business day prior to Closing (the "Measurement Date") minus (ii) consolidated cash, cash equivalents and marketable securities (valued equal to their market value) of Seller and its Subsidiaries, determined by Ernst & Young LLP in accordance with GAAP, as of June 30, 1999; minus (iii) the aggregate proceeds received by Seller and its Subsidiaries during the period after June 30, 1999 and on or prior to the Measurement Date of (x) any sales or other dispositions of assets of Seller or any of its Subsidiaries, (y) any incurrence of indebtedness or other non-equity financing by Seller or any of its Subsidiaries or (z) any issuances of equity interests by Seller or

Merger Consideration. (a) At the Effective Time, by virtue of the Merger and without any further action on the part of ParentHead Acquisition LP, BuyerHead Acquisition Corp, Seller Urban, the Urban stockholders or the holders of LP Unitholders, the following securitiesshall occur: (ia) each Seller share of Urban Common Share (as defined in Section 2.3(a)) Stock issued and outstanding immediately prior to the Effective Time shall be converted into the right to receive $10.35 the greater of the Per Common Share Amount, or any higher price paid per share of Urban Common Stock in cash as adjusted pursuant to Section 1.7(c) ("Common Merger Consideration")the Offer, in cash, without interest thereonthereon (the "COMMON STOCK MERGER CONSIDERATION"), upon surrender of the certificate Certificate (as defined in SECTION 3.2(b)) formerly representing such Shareshare; and (iib) each Seller share of Urban Preferred Share (as defined in Section 2.3(a)) Stock issued and outstanding immediately prior to the Effective Time (other than Seller Preferred Shares held by Parent, Buyer or any wholly-owned Subsidiary of Parent or Buyer, which shares by virtue of the Merger and without any action The Preferred Merger Consideration, together with the Common Merger Consideration, is hereinafter referred to as the "Merger Consideration." (b) Each outstanding Seller Option (as defined in Section 2.3(b)) shall be subject to the terms of this Agreement. As of the Effective Time, each outstanding Seller Option, whether or not then vested or exercisable, shall have the expiration date thereof accelerated to the Closing Date, and Seller shall use its reasonable best efforts to cause each such Seller Option to be converted into the right to receive from the Surviving Company an amount of cash equal to the product of (i) the number of Seller Common Shares subject to the Seller Option and (ii) the excess, if any, of the Common Merger Consideration over the exercise price per Seller Common Share of such option (the "Option Consideration"). Each outstanding agreement for the issuance of warrants ("Warrants") and the shares which would be issuable upon the exercise of such warrants (such shares, "Warrant Shares") shall be subject to the terms of this Agreement. Seller shall use its reasonable best efforts to cause each Warrant to be converted into the right to receive from the Surviving Company an amount of cash equal to the product of (i) the number of Warrant Shares and (ii) the excess, if any, of the Common Merger Consideration over the exercise price per Warrant Share of such Warrants (the "Warrant Consideration"). Prior to the Effective Time, Seller shall take all steps necessary to give written notice to each holder of a Seller Option and Warrant that all Seller Options and Warrants shall expire effective as of the Effective Time and be converted into the right to receive the Option Per Preferred Share Amount, or any higher price paid per share of Urban Preferred Stock in the Offer, in cash, without interest thereon (the "PREFERRED STOCK MERGER CONSIDERATION" and, together with the Common Stock Merger Consideration, the "MERGER CONSIDERATION"), upon surrender of the Certificate formerly representing such share. All such shares of Urban Stock, when so converted, shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each holder of a Certificate representing any such shares shall cease to have any rights with respect thereto, except the right to receive the Common Stock Merger Consideration or Warrant the Preferred Stock Merger Consideration, as the case may be. The Surviving Company shall cause the Paying Agent (as defined below) applicable, to pay each holder of Seller Options and Warrants, promptly following the Effective Time, the Option Consideration or Warrant Consideration, as the case may be, for all Seller Options and of Warrant Shares held by such holder. The Seller Board or any committee thereof responsible for the administration of Seller's stock option plans or warrant plans shall take any and all action necessary to effectuate the matters described in this Section 1.7(b) on or before the Effective Time. Any amounts payable pursuant to this Section 1.7(b) shall be subject to any required withholding of taxes and shall be paid without interest. Parent agrees to provide in consideration therefor upon the Surviving Company with sufficient funds to permit the Surviving Company to satisfy its obligations under this Section 1.7(b). (c) The Common Merger Consideration shall be decreased to the extent and in the circumstances described in Section 5.3 (a)(ii)(y) and (z), Section 5.3(c), Section 5.3(d), the last sentence surrender of Section 5.8 or the last sentence of Section 6.2(f). The Common Merger Consideration shall be increased by an amount (the "Closing Adjustment Amount") equal to: 50% of (i) consolidated cash, cash equivalents and marketable securities (valued equal to their market value) of Seller and its Subsidiaries, determined by Ernst & Young, LLP such Certificates in accordance with GAAPSECTION 3.2, as of the close of business on the fifth business day prior to Closing (the "Measurement Date") minus (ii) consolidated cash, cash equivalents and marketable securities (valued equal to their market value) of Seller and its Subsidiaries, determined by Ernst & Young LLP in accordance with GAAP, as of June 30, 1999; minus (iii) the aggregate proceeds received by Seller and its Subsidiaries during the period after June 30, 1999 and on or prior to the Measurement Date of (x) any sales or other dispositions of assets of Seller or any of its Subsidiaries, (y) any incurrence of indebtedness or other non-equity financing by Seller or any of its Subsidiaries or (z) any issuances of equity interests by Seller orwithout interest.

Merger Consideration. (a) 3.1.1 At the Effective TimeTime of the Merger, by virtue of the Merger and without any action on the part of Parent▇▇▇▇▇▇, Buyerthe Acquisition Corporation, Seller CMS Bancorp or the holders of any of the following securities: (i) shares of CMS Bancorp Common Stock, each Seller share of CMS Bancorp Common Share (as defined in Section 2.3(a)) Stock issued and outstanding immediately prior to the Effective Time of the Merger (other than any Excluded Shares and Dissenting Shares) shall be converted into the right to receive a cash payment of $10.35 in cash as adjusted pursuant to Section 1.7(c) 13.25 ("Common the “Merger Consideration"”). 3.1.2 Each share of CMS Bancorp Common Stock (i) held in the treasury of CMS Bancorp, without interest thereon, upon surrender of the certificate formerly representing such Share; and (ii) each Seller Preferred Share owned by ▇▇▇▇▇▇ or any direct or indirect wholly owned subsidiary of CMS Bancorp immediately prior to the Effective Time of the Merger (other than shares held in a fiduciary capacity or in connection with debts previously contracted), or (iii) reserved for issuance under the CMS Bancorp Stock Option Plans which has not been granted or allocated, shall, at the Effective Time of the Merger, cease to exist, and the certificates for such shares shall be cancelled as defined promptly as practicable thereafter, and no payment or distribution shall be made in Section 2.3(aconsideration therefor (collectively, the “Excluded Shares”)) . 3.1.3 Each Option issued and outstanding immediately prior to the Effective Time (other than Seller Preferred Shares held by Parentof the Merger shall, Buyer or any wholly-owned Subsidiary of Parent or Buyer, which shares by virtue of the Merger and without any action The Preferred Merger Consideration, together with on the Common Merger Consideration, is hereinafter referred to as the "Merger Consideration." (b) Each outstanding Seller Option (as defined in Section 2.3(b)) shall be subject to the terms of this Agreement. As part of the Effective Timeholder thereof and without regard to any future vesting date thereof, each outstanding Seller Option, whether or not then vested or exercisable, shall have the expiration date thereof accelerated to the Closing Date, be cancelled and Seller shall use its reasonable best efforts to cause each such Seller Option to be converted into the right to receive from the Surviving Company a cash payment in an amount of cash equal to the product of determined by multiplying (i) the positive difference, if any, between the Merger Consideration and the exercise price of such Option for each share of CMS Bancorp Common Stock covered by such Option (the “Option Price”) by (ii) the number of Seller shares of CMS Bancorp Common Shares Stock subject to such Option (the Seller “Option Consideration”). The payment of the Option Consideration referred to in the immediately preceding sentence to each holder of an Option shall be approved by ▇▇▇▇▇▇ and made by CMS Bancorp immediately prior to the Effective Time of the Merger, subject to such holder executing such instruments of cancellation as ▇▇▇▇▇▇ may reasonably deem appropriate and provided to such holders at least five (5) days before the Effective Time of the Merger. CMS Bancorp will be entitled to deduct and withhold from the Option Consideration such amounts as CMS Bancorp will be required to deduct and withhold with respect to the making of such payment under the Code, or any applicable provision of U.S. federal, state, local or non-U.S. tax law. To the extent that such amounts are properly withheld by CMS Bancorp, such withheld amounts (i) will be treated for all purposes of this Agreement as having been paid to the holder of the Option in respect of which such deduction and withholding was made by CMS Bancorp and (ii) shall be timely paid by CMS Bancorp to the excess, if any, relevant government authority. CMS Bancorp shall take all reasonable actions to cooperate with ▇▇▇▇▇▇ with respect to the termination and extinguishment of unexercised Options by Option holders. 3.1.4 After the Effective Time of the Merger, shares of CMS Bancorp Common Merger Consideration over the exercise price per Seller Common Share of such option (the "Option Consideration"). Each Stock issued and outstanding agreement for the issuance of warrants ("Warrants") and the shares which would be issuable upon the exercise of such warrants (such shares, "Warrant Shares") shall be subject to the terms of this Agreement. Seller shall use its reasonable best efforts to cause each Warrant to be converted into the right to receive from the Surviving Company an amount of cash equal to the product of (i) the number of Warrant Shares and (ii) the excess, if any, of the Common Merger Consideration over the exercise price per Warrant Share of such Warrants (the "Warrant Consideration"). Prior immediately prior to the Effective Time, Seller shall take all steps necessary to give written notice to each holder of a Seller Option and Warrant that all Seller Options and Warrants shall expire effective as Time of the Effective Time Merger shall be no longer outstanding and shall automatically be converted into canceled and shall cease to exist, and, except as to Excluded Shares and Dissenting Shares, shares held by CMS Bancorp Stockholders shall thereafter by operation of this section represent the right to receive the Option Consideration or Warrant Merger Consideration, as the case may be. The Surviving Company shall cause the Paying Agent (as defined below) to pay each holder of Seller Options and Warrants, promptly following the Effective Time, the Option Consideration or Warrant Consideration, as the case may be, for all Seller Options and of Warrant Shares held by such holder. The Seller Board or any committee thereof responsible for the administration of Seller's stock option plans or warrant plans shall take any and all action necessary to effectuate the matters described in this Section 1.7(b) on or before the Effective Time. Any amounts payable pursuant to this Section 1.7(b) shall be subject to any required withholding of taxes and shall be paid without interest. Parent agrees to provide the Surviving Company with sufficient funds to permit the Surviving Company to satisfy its obligations under this Section 1.7(b). (c) The Common Merger Consideration shall be decreased to the extent and in the circumstances described in Section 5.3 (a)(ii)(y) and (z), Section 5.3(c), Section 5.3(d), the last sentence of Section 5.8 or the last sentence of Section 6.2(f). The Common Merger Consideration shall be increased by an amount (the "Closing Adjustment Amount") equal to: 50% of (i) consolidated cash, cash equivalents and marketable securities (valued equal to their market value) of Seller and its Subsidiaries, determined by Ernst & Young, LLP in accordance with GAAP, as of the close of business on the fifth business day prior to Closing (the "Measurement Date") minus (ii) consolidated cash, cash equivalents and marketable securities (valued equal to their market value) of Seller and its Subsidiaries, determined by Ernst & Young LLP in accordance with GAAP, as of June 30, 1999; minus (iii) the aggregate proceeds received by Seller and its Subsidiaries during the period after June 30, 1999 and on or prior to the Measurement Date of (x) any sales or other dispositions of assets of Seller or any of its Subsidiaries, (y) any incurrence of indebtedness or other non-equity financing by Seller or any of its Subsidiaries or (z) any issuances of equity interests by Seller or

Merger Consideration. (a) At the Effective Time, by virtue Each share of the Merger and without any action on the part of Parent, Buyer, Seller or the holders of the following securities: (i) each Seller Common Share Stock (as defined in Section 2.3(a)) issued and outstanding immediately prior to the Effective Time shall be converted into the right to receive $10.35 in cash as adjusted pursuant to Section 1.7(c) ("Common Merger Consideration"), without interest thereon, upon surrender of the certificate formerly representing such Share; and (ii) each Seller Preferred Share (as defined in Section 2.3(a)below) issued and outstanding immediately prior to the Effective Time (each such share, a “Share”) (other than Seller Preferred (i) Shares held owned by Parent, Buyer Merger Sub or any other direct or indirect wholly owned subsidiary of Parent immediately prior to the Effective Time and Shares owned by the Company, including Shares held in treasury by the Company or owned by any direct or indirect wholly-owned Subsidiary of Parent or Buyer, which shares by virtue subsidiary of the Merger and without any action The Preferred Merger Consideration, together with the Common Merger Consideration, is hereinafter referred to as the "Merger Consideration." (b) Each outstanding Seller Option (as defined in Section 2.3(b)) shall be subject to the terms of this Agreement. As of the Effective Time, each outstanding Seller Option, whether or not then vested or exercisable, shall have the expiration date thereof accelerated to the Closing DateCompany, and Seller shall use its reasonable best efforts to cause in each such Seller Option to be converted into case not held on behalf of third parties (collectively, the right to receive from the Surviving Company an amount of cash equal to the product of (i“Cancelled Shares”) the number of Seller Common Shares subject to the Seller Option and (ii) the excess, if any, of the Common Merger Consideration over the exercise price per Seller Common Share of such option Dissenting Shares (the "Option Consideration"as defined below). Each outstanding agreement for the issuance of warrants ("Warrants") and the shares which would be issuable upon the exercise of such warrants (such shares, "Warrant Shares") shall be subject to the terms of this Agreement. Seller converted automatically into and shall use its reasonable best efforts to cause each Warrant to be converted into thereafter represent the right to receive from the Surviving Company an amount of cash equal $42.00 per Share in cash, without interest and subject to the product of (iany applicable withholding Taxes as provided in Section 2.3(e) the number of Warrant Shares and (ii) the excess, if any, of the Common Merger Consideration over the exercise price per Warrant Share of such Warrants (the "Warrant “Per Share Merger Consideration"”), upon the surrender of any non-certificated shares represented by a book-entry (each, a “Book-Entry Share”) in the manner provided in this Article II. Prior to At the Effective Time, Seller all of the Shares that have been converted into a right to receive the Per Share Merger Consideration (other than Cancelled Shares and Dissenting Shares) as provided in this Section 2.1(a) shall take all steps necessary no longer be outstanding and shall be cancelled and extinguished automatically and shall cease to give written notice to each exist. Each former holder of a Seller Option and Warrant Book-Entry Share that all Seller Options and Warrants shall expire effective as of was outstanding immediately prior to the Effective Time and be converted into will cease to have any rights with respect to such Share, except for the right to receive the Option Consideration or Warrant Per Share Merger Consideration, as without interest and subject to applicable withholding Taxes, to be paid in consideration therefor upon surrender of such Book-Entry Shares in accordance with this Article II. Any Per Share Merger Consideration paid upon the case may besurrender of any Book-Entry Share shall be deemed to have been paid in full satisfaction of all rights pertaining to such Book-Entry Share and the respective non-certificated Share formerly represented thereby. The Surviving Company shall cause As provided in Section 2.3(e), the Paying Agent (as defined below) to pay each right of any holder of Seller Options and Warrants, promptly following a Share to receive the Effective Time, the Option Per Share Merger Consideration or Warrant Consideration, as the case may be, for all Seller Options and of Warrant Shares held by such holder. The Seller Board or any committee thereof responsible for the administration of Seller's stock option plans or warrant plans shall take any and all action necessary to effectuate the matters described in this Section 1.7(b) on or before the Effective Time. Any amounts payable pursuant to this Section 1.7(b) shall be subject to and reduced by the amount of any required withholding of taxes and shall be paid without interest. Parent agrees to provide the Surviving Company with sufficient funds to permit the Surviving Company to satisfy its obligations under this Section 1.7(b)applicable tax Law. (c) The Common Merger Consideration shall be decreased to the extent and in the circumstances described in Section 5.3 (a)(ii)(y) and (z), Section 5.3(c), Section 5.3(d), the last sentence of Section 5.8 or the last sentence of Section 6.2(f). The Common Merger Consideration shall be increased by an amount (the "Closing Adjustment Amount") equal to: 50% of (i) consolidated cash, cash equivalents and marketable securities (valued equal to their market value) of Seller and its Subsidiaries, determined by Ernst & Young, LLP in accordance with GAAP, as of the close of business on the fifth business day prior to Closing (the "Measurement Date") minus (ii) consolidated cash, cash equivalents and marketable securities (valued equal to their market value) of Seller and its Subsidiaries, determined by Ernst & Young LLP in accordance with GAAP, as of June 30, 1999; minus (iii) the aggregate proceeds received by Seller and its Subsidiaries during the period after June 30, 1999 and on or prior to the Measurement Date of (x) any sales or other dispositions of assets of Seller or any of its Subsidiaries, (y) any incurrence of indebtedness or other non-equity financing by Seller or any of its Subsidiaries or (z) any issuances of equity interests by Seller or

Merger Consideration. (a) Class A Common Stock -------------------- (i) At the Effective Time, by virtue Time of the Merger and without any action on the part Merger, each share of Parent, Buyer, Seller or the holders Class A common stock of the following securities: MPI Three (i"Class A Common Stock") each Seller Common Share (as defined in Section 2.3(a)) issued and outstanding -------------------- immediately prior to the Effective Time of the Merger, shall automatically be converted into into, and shall become, one (1) share of MPI's common stock, par value $.01 per share (the right to receive $10.35 in cash as adjusted pursuant to Section 1.7(c) ("Common Class A Merger Consideration"), without interest thereon, upon surrender of the certificate formerly representing such Share; and. ------------------------------ (ii) Upon surrender of the certificates representing shares of Class A Common Stock (collectively, the "MPI Three A Stock Certificates") for ------------------------------ cancellation to MPI, the holder of such certificates shall be entitled to receive in exchange therefor certificates representing shares of MPI's common stock issued pursuant to the provisions of this Section 10(a), and the MPI Three A Stock Certificates so surrendered shall forthwith be cancelled. (iii) The Class A Merger Consideration shall be deemed to have been paid or provided in full satisfaction of all rights pertaining to the shares of Class A Common Stock theretofore represented by such MPI Three A Stock Certificates. (b) Class B Common Stock -------------------- (i) At the Effective Time of the Merger, each Seller Preferred Share share of Class B common stock of MPI Three (as defined in Section 2.3(a)"Class B Common Stock") issued and outstanding -------------------- immediately prior to the Effective Time (other than Seller Preferred Shares held by Parent, Buyer or any wholly-owned Subsidiary of Parent or Buyer, which shares by virtue of the Merger and without any action The Preferred Merger Consideration, together with the Common Merger Consideration, is hereinafter referred to as the "Merger Consideration." (b) Each outstanding Seller Option (as defined in Section 2.3(b)) shall be subject to the terms of this Agreement. As of the Effective Time, each outstanding Seller Option, whether or not then vested or exercisableMerger, shall have the expiration date thereof accelerated to the Closing Dateautomatically be converted into, and Seller shall use its reasonable best efforts to cause each such Seller Option to be converted into the right to receive from the Surviving Company an amount become, one (1) share of cash equal to the product of (i) the number of Seller Common Shares subject to the Seller Option and (ii) the excessMPI's preferred stock, if any, of the Common Merger Consideration over the exercise price per Seller Common Share of such option no par value (the "Option Class B Merger Consideration"). Each outstanding agreement for the issuance of warrants ("Warrants") and the shares which would be issuable upon the exercise of such warrants (such shares, "Warrant Shares") shall be subject to the terms of this Agreement. Seller shall use its reasonable best efforts to cause each Warrant to be converted into the right to receive from the Surviving Company an amount of cash equal to the product of (i) the number of Warrant Shares and ---------------------------- (ii) the excess, if any, Upon surrender of the certificates representing shares of Class B Common Merger Consideration over Stock (collectively, the exercise price per Warrant Share "MPI Three B Stock Certificates") for ------------------------------ cancellation to MPI, the holder of such Warrants (the "Warrant Consideration"). Prior certificates shall be entitled to receive in exchange therefor certificates representing shares of MPI's preferred stock pursuant to the Effective Time, Seller shall take all steps necessary to give written notice to each holder provisions of a Seller Option and Warrant that all Seller Options and Warrants shall expire effective as of the Effective Time and be converted into the right to receive the Option Consideration or Warrant Consideration, as the case may be. The Surviving Company shall cause the Paying Agent (as defined below) to pay each holder of Seller Options and Warrants, promptly following the Effective Time, the Option Consideration or Warrant Consideration, as the case may be, for all Seller Options and of Warrant Shares held by such holder. The Seller Board or any committee thereof responsible for the administration of Seller's stock option plans or warrant plans shall take any and all action necessary to effectuate the matters described in this Section 1.7(b) on or before 10(b), and the Effective Time. Any amounts payable pursuant to this Section 1.7(b) MPI Three B Stock Certificates so surrendered shall forthwith be subject to any required withholding of taxes and shall be paid without interest. Parent agrees to provide the Surviving Company with sufficient funds to permit the Surviving Company to satisfy its obligations under this Section 1.7(b)cancelled. (ciii) The Common Class B Merger Consideration shall be decreased deemed to have been paid or provided in full satisfaction of all rights pertaining to the extent and in the circumstances described in Section 5.3 (a)(ii)(y) and (z), Section 5.3(c), Section 5.3(d), the last sentence shares of Section 5.8 or the last sentence of Section 6.2(f). The Class B Common Merger Consideration shall be increased Stock theretofore represented by an amount (the "Closing Adjustment Amount") equal to: 50% of (i) consolidated cash, cash equivalents and marketable securities (valued equal to their market value) of Seller and its Subsidiaries, determined by Ernst & Young, LLP in accordance with GAAP, as of the close of business on the fifth business day prior to Closing (the "Measurement Date") minus (ii) consolidated cash, cash equivalents and marketable securities (valued equal to their market value) of Seller and its Subsidiaries, determined by Ernst & Young LLP in accordance with GAAP, as of June 30, 1999; minus (iii) the aggregate proceeds received by Seller and its Subsidiaries during the period after June 30, 1999 and on or prior to the Measurement Date of (x) any sales or other dispositions of assets of Seller or any of its Subsidiaries, (y) any incurrence of indebtedness or other non-equity financing by Seller or any of its Subsidiaries or (z) any issuances of equity interests by Seller orsuch MPI Three B Stock Certificates.

Merger Consideration. As of the Effective Time: (a) At the Effective TimeAll shares of CommerceWAVE Stock owned by CommerceWAVE shall, by virtue of the Merger and without any action on the part of Parentany shareholder, Buyerofficer or director of CommerceWAVE or Sub, Seller or the holders of the following securities:be canceled and retired and shall cease to exist, and no consideration shall be delivered in exchange therefor. (ib) each Seller Each issued and outstanding share of CommerceWAVE common stock, no par value ("CommerceWAVE Common Share Stock") (other than any Dissenting Shares, as defined in Section 2.3(a3.2 hereof) shall, upon surrender to Sub, at the Closing, of the underlying share certificates, be converted into, and become exchangeable for, a number of shares of validly issued, fully paid and nonassessable Class B Common Stock of Parent, $.01 par value (the "Parent Stock") based on the following equation: PSc = 910,000 - D - ([C + (90% x ARc)]) ----------------------- $10 --------------------------------- S + O where: PSc = the number of shares of Parent Stock (valued, as of the Closing, at $10 per share) for which each share of CommerceWAVE Common Stock shall be exchanged pursuant to the Merger D = the outstanding indebtedness of CommerceWAVE (the "CommerceWAVE Debt"), including debt for borrowed money and accrued interest thereon, capital leases, accounts payable and accrued expenses, and any unpaid legal, accounting or other fees of Commerce, but excluding convertible debt instruments to be converted into shares of CommerceWAVE Common Stock at or prior to the Closing, all to be determined as of three business days prior to the Closing Date and all as determined in accordance with generally accepted accounting principles ("GAAP") C = the cash balance of CommerceWAVE, to be determined as of three business days prior to the Closing Date in accordance with GAAP S = the number of issued and outstanding immediately shares of CommerceWAVE Common Stock, plus the number of shares of CommerceWAVE Common Stock issuable on conversion of CommerceWAVE Series A Preferred Stock ("CommerceWAVE Preferred Stock") and convertible notes, on the Closing Date O = the total number of options to purchase CommerceWAVE Stock outstanding on the Closing Date, to be exchanged for options to acquire Parent Stock pursuant to Section 6.6(c) hereof ARc = CommerceWAVE's accounts receivable less than 90 days' old, to be determined as of three business days prior to the Effective Time shall be converted into the right to receive $10.35 Closing Date in cash as adjusted pursuant to Section 1.7(c) ("Common Merger Consideration"), without interest thereon, upon surrender of the certificate formerly representing such Share; andaccordance with GAAP; (iic) each Seller Each issued and outstanding share of CommerceWAVE Preferred Share Stock (other than any Dissenting Shares, as defined in Section 2.3(a3.2 hereof) shall, upon surrender to Sub, at the Closing, of the underlying share certificates, be converted into, and become exchangeable for, a number of shares of validly issued, fully paid and nonassessable Parent Stock based on the following equation: PSp= 910,000 - (D - [C + (90% x ARc)]) ----------------------- .02222 + $10 --------------------------------- S + O where: PSp = the number of shares of Parent Stock (valued, as of the Closing, at $10 per share) for which each share of CommerceWAVE Preferred Stock shall be exchanged pursuant to the Merger and all other terms are as defined above; provided, however, that for the purpose of the above formula, regardless of whether D exceeds the sum of C plus 90% of ARc, the maximum, aggregate Parent Stock issuable pursuant to both this Section and Section 3.1(b) is one million shares. (d) Each issued and outstanding immediately prior to the Effective Time (other than Seller Preferred Shares held by Parentshare of common stock of Sub shall, Buyer or any wholly-owned Subsidiary of Parent or Buyer, which shares by virtue of the Merger and without any action The Preferred Merger Considerationon the part of any shareholder, together with the Common Merger Considerationofficer or director of CommerceWAVE or Sub, is hereinafter referred to as the "Merger Consideration." (b) Each outstanding Seller Option (as defined in Section 2.3(b)) shall be subject to the terms of this Agreement. As of the Effective Time, each outstanding Seller Option, whether or not then vested or exercisable, shall have the expiration date thereof accelerated to the Closing Date, and Seller shall use its reasonable best efforts to cause each such Seller Option to be converted into the right to receive from and become one fully paid and nonassessable share of common stock of the Surviving Company an amount of cash equal to the product of (i) the number of Seller Common Shares subject to the Seller Option and (ii) the excess, if any, of the Common Merger Consideration over the exercise price per Seller Common Share of such option (the "Option Consideration"). Each outstanding agreement for the issuance of warrants ("Warrants") and the shares which would be issuable upon the exercise of such warrants (such shares, "Warrant Shares") shall be subject to the terms of this Agreement. Seller shall use its reasonable best efforts to cause each Warrant to be converted into the right to receive from the Surviving Company an amount of cash equal to the product of (i) the number of Warrant Shares and (ii) the excess, if any, of the Common Merger Consideration over the exercise price per Warrant Share of such Warrants (the "Warrant Consideration"). Prior to the Effective Time, Seller shall take all steps necessary to give written notice to each holder of a Seller Option and Warrant that all Seller Options and Warrants shall expire effective as of the Effective Time and be converted into the right to receive the Option Consideration or Warrant Consideration, as the case may be. The Surviving Company shall cause the Paying Agent (as defined below) to pay each holder of Seller Options and Warrants, promptly following the Effective Time, the Option Consideration or Warrant Consideration, as the case may be, for all Seller Options and of Warrant Shares held by such holder. The Seller Board or any committee thereof responsible for the administration of Seller's stock option plans or warrant plans shall take any and all action necessary to effectuate the matters described in this Section 1.7(b) on or before the Effective Time. Any amounts payable pursuant to this Section 1.7(b) shall be subject to any required withholding of taxes and shall be paid without interest. Parent agrees to provide the Surviving Company with sufficient funds to permit the Surviving Company to satisfy its obligations under this Section 1.7(b)Corporation. (c) The Common Merger Consideration shall be decreased to the extent and in the circumstances described in Section 5.3 (a)(ii)(y) and (z), Section 5.3(c), Section 5.3(d), the last sentence of Section 5.8 or the last sentence of Section 6.2(f). The Common Merger Consideration shall be increased by an amount (the "Closing Adjustment Amount") equal to: 50% of (i) consolidated cash, cash equivalents and marketable securities (valued equal to their market value) of Seller and its Subsidiaries, determined by Ernst & Young, LLP in accordance with GAAP, as of the close of business on the fifth business day prior to Closing (the "Measurement Date") minus (ii) consolidated cash, cash equivalents and marketable securities (valued equal to their market value) of Seller and its Subsidiaries, determined by Ernst & Young LLP in accordance with GAAP, as of June 30, 1999; minus (iii) the aggregate proceeds received by Seller and its Subsidiaries during the period after June 30, 1999 and on or prior to the Measurement Date of (x) any sales or other dispositions of assets of Seller or any of its Subsidiaries, (y) any incurrence of indebtedness or other non-equity financing by Seller or any of its Subsidiaries or (z) any issuances of equity interests by Seller or

Merger Consideration. (a) At Subject to SECTIONS 2.2, 2.4, 2.5 and 2.6, at the Effective Time of the Holding Company Merger, the holders of Company Shares outstanding at such Effective Time, by virtue of other than the Merger Buyer and without any action on its Affiliates, shall be entitled to receive, and the part of ParentBuyer shall pay or issue and deliver, Buyerin the aggregate, Seller or the holders of the following securities: (i) a number of shares of the Buyer's Stock for each Seller Common Company Share based on the Exchange Ratio (as defined in Section 2.3(a)) issued and outstanding immediately prior to the Effective Time shall be converted into the right to receive $10.35 in cash as adjusted pursuant to Section 1.7(c) ("Common Merger ConsiderationPER SHARE STOCK CONSIDERATION"), without interest thereon, upon surrender of the certificate formerly representing such Share; and or (ii) an amount equal to $20.00 in cash for each Seller Preferred such Company Share (as defined the "PER SHARE CASH CONSIDERATION"). The foregoing consideration, collectively and in Section 2.3(a)) issued and outstanding immediately prior to the Effective Time (other than Seller Preferred Shares held by Parentaggregate, Buyer or any wholly-owned Subsidiary of Parent or Buyer, which shares by virtue of the Merger and without any action The Preferred Merger Consideration, together with the Common Merger Consideration, is hereinafter shall be referred to herein as the "Merger ConsiderationMERGER CONSIDERATION." (b) Each outstanding Seller Option (as defined in Section 2.3(b)) Subject to the allocation provisions of SECTION 2.4, each holder of a Company Share may elect to receive the Per Share Stock Consideration or the Per Share Cash Consideration for each such Company Share; provided, however, that the aggregate number of Company Shares with respect to which the Per Share Stock Consideration shall be paid as the Merger Consideration shall be 439,819 shares (subject to equitable adjustment for any stock dividend, stock split or other stock payment by the terms of this Agreement. As of Company after the Effective Time, each outstanding Seller Option, whether or not then vested or exercisable, shall have the expiration date thereof accelerated to the Closing Date, and Seller shall use its reasonable best efforts to cause each such Seller Option to be converted into the right to receive from the Surviving Company an amount of cash equal to the product of (i) the number of Seller Common Shares subject to the Seller Option and (ii) the excess, if any, of the Common Merger Consideration over the exercise price per Seller Common Share of such option (the "Option Consideration"). Each outstanding agreement for the issuance of warrants ("Warrants") and the shares which would be issuable upon the exercise of such warrants (such shares, "Warrant Shares") shall be subject to the terms of this Agreement. Seller shall use its reasonable best efforts to cause each Warrant to be converted into the right to receive from the Surviving Company an amount of cash equal to the product of (i) the number of Warrant Shares and (ii) the excess, if any, of the Common Merger Consideration over the exercise price per Warrant Share of such Warrants (the "Warrant Consideration"). Prior hereof but prior to the Effective Time), Seller subject to adjustment so that the amount of the Merger Consideration paid in shares of the Buyer's Stock shall take all steps not be less than the amount (currently 40%) necessary to give written notice to each holder qualify the Holding Company Merger as a reorganization under Section 368 of a Seller Option and Warrant that all Seller Options and Warrants shall expire effective the Code, as of determined by the Company at or immediately after the Effective Time upon consultation with its independent accountants and counsel. Such amount of the Buyer's Stock paid as Merger Consideration shall be converted into the right referred to receive the Option Consideration or Warrant Consideration, in this Agreement as the case may be. The Surviving Company "TOTAL STOCK MERGER CONSIDERATION," and such amount of cash paid as Merger Consideration shall cause the Paying Agent (as defined below) be referred to pay each holder of Seller Options and Warrants, promptly following the Effective Time, the Option Consideration or Warrant Consideration, as the case may be, for all Seller Options and of Warrant Shares held by such holder. The Seller Board or any committee thereof responsible for the administration of Seller's stock option plans or warrant plans shall take any and all action necessary to effectuate the matters described in this Section 1.7(b) on or before the Effective Time. Any amounts payable pursuant to this Section 1.7(b) shall be subject to any required withholding of taxes and shall be paid without interest. Parent agrees to provide the Surviving Company with sufficient funds to permit the Surviving Company to satisfy its obligations under this Section 1.7(b)"TOTAL CASH MERGER CONSIDERATION." (c) The Common Merger Consideration No fractional shares of the Buyer's Stock shall be decreased to issued or delivered in connection with the extent and in the circumstances described in Section 5.3 (a)(ii)(y) and (z)Holding Company Merger. In lieu of any such fractional share, Section 5.3(c), Section 5.3(d), the last sentence of Section 5.8 or the last sentence of Section 6.2(f). The Common Merger Consideration shall be increased by an amount (the "Closing Adjustment Amount") equal subject to: 50% of (i) consolidated cash, cash equivalents and marketable securities (valued equal to their market value) of Seller and its Subsidiaries, determined by Ernst & Young, LLP in accordance with GAAP, as of the close of business on the fifth business day prior to Closing (the "Measurement Date") minus (ii) consolidated cash, cash equivalents and marketable securities (valued equal to their market value) of Seller and its Subsidiaries, determined by Ernst & Young LLP in accordance with GAAP, as of June 30, 1999; minus (iii) the aggregate proceeds received by Seller and its Subsidiaries during the period after June 30, 1999 and on or prior to the Measurement Date of (x) any sales or other dispositions of assets of Seller or any of its Subsidiaries, (y) any incurrence of indebtedness or other non-equity financing by Seller or any of its Subsidiaries or (z) any issuances of equity interests by Seller or

Merger Consideration. (a) At the Merger Effective Time, by virtue of the Merger and without any further action on the part of ParentRooster Acquisition Corp., Buyer, Seller Cabot or the holders of the following securities: (i) Cabot Common Shareholders, each Seller Cabot Common Share (as defined in Section 2.3(a)) issued and outstanding immediately prior to the Merger Effective Time (other than any Cabot Common Shares that are owned by the CalWest Parties, which Cabot Common Shares shall be cancelled as provided below) shall be converted into the right to receive $10.35 the greater of the Per Share Amount, or any higher price paid per Cabot Common Share in cash as adjusted pursuant to Section 1.7(c) the Offer, in cash, without interest thereon (the "Common Merger Consideration"), without interest thereon, upon surrender of the certificate formerly representing such Share; and (ii) each Seller Preferred Share Certificate (as defined in Section 2.3(a3.2(b)) issued formerly evidencing such share. All such Cabot Common Shares, when so converted, shall no longer be outstanding and outstanding immediately prior shall automatically be canceled and retired and shall cease to exist, and each holder of a Certificate representing any such shares shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration to be paid in consideration therefor upon the surrender of such Certificates in accordance with Section 3.2, without interest. (b) At the Merger Effective Time (other than Seller Preferred Shares held by ParentTime, Buyer or any wholly-owned Subsidiary of Parent or Buyer, which shares by virtue of the Merger and without any further action The Preferred Merger Considerationon the part of Rooster Acquisition Corp., together with Cabot or the Cabot Common Merger Consideration, is hereinafter referred to as the "Merger Consideration."Shareholders: (b) Each outstanding Seller Option (as defined in Section 2.3(b)) shall be subject to the terms of this Agreement. As of the Effective Time, each outstanding Seller Option, whether or not then vested or exercisable, shall have the expiration date thereof accelerated to the Closing Date, and Seller shall use its reasonable best efforts to cause each such Seller Option to be converted into the right to receive from the Surviving Company an amount of cash equal to the product of (i) the number of Seller Each Cabot Common Shares subject Share issued and outstanding immediately prior to the Seller Option Merger Effective Time that is owned by the CalWest Parties shall automatically be canceled and (ii) the excessretired and shall cease to exist, if any, of the Common Merger Consideration over the exercise price per Seller Common Share of such option (the "Option Consideration"). Each outstanding agreement for the issuance of warrants ("Warrants") and the shares which would be issuable upon the exercise of such warrants (such shares, "Warrant Shares") shall be subject to the terms of this Agreement. Seller shall use its reasonable best efforts to cause each Warrant to be converted into the right to receive from the Surviving Company an amount of cash equal to the product of (i) the number of Warrant Shares and (ii) the excess, if any, of the Common Merger Consideration over the exercise price per Warrant Share of such Warrants (the "Warrant Consideration"). Prior to the Effective Time, Seller shall take all steps necessary to give written notice to each holder of a Seller Option Certificate evidencing any such shares shall cease to have any rights with respect thereto, and Warrant that all Seller Options no payment, distribution or other consideration shall be made with respect thereto; and (ii) Each share of common stock, par value $1.00 per share, of Rooster Acquisition Corp. issued and Warrants shall expire effective as of outstanding immediately prior to the Merger Effective Time and shall be converted into and become one validly issued, fully paid and nonassessable common share of beneficial interest, par value $.01 per share, of the right to receive the Option Consideration or Warrant Consideration, as the case may be. The Surviving Company shall cause the Paying Agent (as defined below) to pay each holder of Seller Options and Warrants, promptly following the Effective Time, the Option Consideration or Warrant Consideration, as the case may be, for all Seller Options and of Warrant Shares held by such holder. The Seller Board or any committee thereof responsible for the administration of Seller's stock option plans or warrant plans shall take any and all action necessary to effectuate the matters described in this Section 1.7(b) on or before the Effective Time. Any amounts payable pursuant to this Section 1.7(b) shall be subject to any required withholding of taxes Entity and shall be paid without interest. Parent agrees to provide constitute the only outstanding common shares of beneficial interest of the Surviving Company with sufficient funds to permit the Surviving Company to satisfy its obligations under this Section 1.7(b)Entity. (c) The Common Merger Consideration shall be decreased to the extent and in the circumstances described in Section 5.3 (a)(ii)(y) and (z), Section 5.3(c), Section 5.3(d), the last sentence of Section 5.8 or the last sentence of Section 6.2(f). The Common Merger Consideration shall be increased by an amount (the "Closing Adjustment Amount") equal to: 50% of (i) consolidated cash, cash equivalents and marketable securities (valued equal to their market value) of Seller and its Subsidiaries, determined by Ernst & Young, LLP in accordance with GAAP, as of the close of business on the fifth business day prior to Closing (the "Measurement Date") minus (ii) consolidated cash, cash equivalents and marketable securities (valued equal to their market value) of Seller and its Subsidiaries, determined by Ernst & Young LLP in accordance with GAAP, as of June 30, 1999; minus (iii) the aggregate proceeds received by Seller and its Subsidiaries during the period after June 30, 1999 and on or prior to the Measurement Date of (x) any sales or other dispositions of assets of Seller or any of its Subsidiaries, (y) any incurrence of indebtedness or other non-equity financing by Seller or any of its Subsidiaries or (z) any issuances of equity interests by Seller or

Merger Consideration. (a) At Subject to the Effective Timeprovisions of Section 1.3(d) hereafter, by virtue the Merger Consideration, consisting of the Merger and without any action on the part of Parent, Buyer, Seller or the holders of the following securities: (i) each Seller Common Share (as defined in Section 2.3(a)) issued and outstanding immediately prior total purchase price payable to the Effective Time P2i Newspaper Stockholder in connection with the acquisition by merger of P2i Newspaper, shall be converted into delivered and shall consist exclusively of a maximum of 19,383,531 newly issued shares of common stock, no par value per share, of Acquiror (the right to receive $10.35 in cash as adjusted pursuant to Section 1.7(c) ("Acquiror Common Merger ConsiderationStock"), without interest thereonsubject to adjustments as set forth herein. The Merger Consideration shall be reduced by such number of shares of Acquiror Common Stock as equal the total fees incurred to audit the financial statements of P2i or P2i Newspaper, upon surrender of divided by $.50. In the certificate formerly representing such Share; and (ii) each Seller Preferred Share (as defined in Section 2.3(a)) issued and outstanding immediately prior to the Effective Time (event this agreement is terminated for any reason other than Seller Preferred Shares held a breach solely by ParentAcquiror or Newco, Buyer or any wholly-owned Subsidiary of Parent or Buyer, which shares by virtue of the Merger and without any action The Preferred Merger Consideration, together P2i shall immediately reimburse Acquiror for all accounting c▇▇▇▇ ▇▇▇▇▇red in connection with the Common Merger Consideration, is hereinafter referred to as the "Merger Considerationpreparation of financial statements of P2i or P2i Newspaper which were paid by Acquiror." (b) Each outstanding Seller Option (The Merger Consideration, as defined in Section 2.3(b)) adjusted, shall be subject payable to P2i as follows: Commencing with the terms first calendar quarter of this Agreement. As 2003, the total gross revenues of the Effective TimeNewco (gross sales income, each outstanding Seller Optionwithout regard to cost, whether or not then vested or exercisablewhich shall be known as "Gross Income"), as determined by Aquiror's regularly engaged auditors, shall have be calculated quarterly within 30 days after the expiration date thereof accelerated to end of each calendar quarter during the Closing Dateyears 2003, 2004 and Seller 2005. For each $1.00 of Gross Income, P2i shall use its reasonable best efforts to cause each such Seller Option to be converted into the right entitled to receive from the Surviving Company an amount ten shares of cash Acquiror Common Stock, up to a maximum aggregate number of shares for all periods equal to the product of (i) the number of Seller Common Shares subject to the Seller Option and (ii) the excess, if any, of the Common Merger Consideration over the exercise price per Seller Common Share of such option (the "Option Consideration"). Each outstanding agreement for the issuance of warrants ("Warrants") and the shares which would be issuable upon the exercise of such warrants (such shares, "Warrant Shares") shall be subject to the terms of this Agreement. Seller shall use its reasonable best efforts to cause each Warrant to be converted into the right to receive from the Surviving Company an amount of cash equal to the product of (i) the number of Warrant Shares and (ii) the excess, if any, of the Common Merger Consideration over the exercise price per Warrant Share of such Warrants (the "Warrant Consideration"). Prior to the Effective Time, Seller shall take all steps necessary to give written notice to each holder of a Seller Option and Warrant that all Seller Options and Warrants shall expire effective as of the Effective Time and be converted into the right to receive the Option Consideration or Warrant Consideration, as the case may beadjusted. The Surviving Company shall cause the Paying Agent (as defined below) to pay each holder of Seller Options and Warrants, promptly following the Effective Time, the Option Consideration or Warrant Consideration, as the case may be, for all Seller Options and of Warrant Shares held by such holder. The Seller Board or any committee thereof responsible for the administration of Seller's stock option plans or warrant plans shall take any and all action necessary to effectuate the matters described in this Section 1.7(b) on or before the Effective Time. Any amounts payable pursuant to this Section 1.7(b) Such shares shall be subject delivered to any required withholding P2i within ten business days after the calculation of taxes and Gross Income for each calendar quarter. It is intended that the delivery of the Merger Consideration shall be paid without interest. Parent agrees to provide qualify as a tax-free exchange under the Surviving Company with sufficient funds to permit the Surviving Company to satisfy its obligations under this Section 1.7(b)Code. (c) The Common shares constituting the Merger Consideration shall be decreased to the extent fully paid and in the circumstances described in Section 5.3 (a)(ii)(y) non-assessable and (z), Section 5.3(c), Section 5.3(d), the last sentence of Section 5.8 or the last sentence of Section 6.2(f). The Common Merger Consideration shall be increased by an amount free and clear of all liens, levies and encumbrances except that such shares shall be "restricted securities" pursuant to Rule 144, promulgated under the Securities Act of 1933, as amended (the "Closing Adjustment AmountSecurities Act"). (d) equal to: 50% Acquiror shall deliver certificates evidencing the Merger Consideration to P2i upon the execution and delivery of (ia copy of an investment letter in the form attached hereto as Exhibit 1.3(d) consolidated cash, cash equivalents and marketable securities (valued equal to their market value) of Seller and its Subsidiaries, determined by Ernst & Young, LLP in accordance with GAAP, as of the close of business on the fifth business day prior to Closing (the "Measurement DateInvestment Letter") minus to comply with applicable federal and state securities laws. Certificates representing the Merger Consideration will contain a customary legend concerning the restricted nature of the securities. (iie) consolidated cashExcept as otherwise set forth herein, cash equivalents the Merger Consideration will be subject to a three year Lock-Up agreement which may be released earlier upon 1) Acquiror Common Stock closing at or above $4.50 per share for 20 consecutive trading days, or 2) Acquiror Common Stock trading 500,000 or more shares per week for 20 consecutive trading days at the closing price of at least $3.50 per share. Certificates representing the Merger Consideration will contain a legend evidencing the foregoing. Notwithstanding the foregoing, at P2i's request, up to 15% of the Merger Consideration may be included in a registration statement filed by Acquiror with the Securities and marketable securities (valued equal to their market value) Exchange Commission, in the event the Acquiror undertakes an underwritten public offering and the underwriter of Seller and its Subsidiaries, determined by Ernst & Young LLP in accordance with GAAP, as such offering approves the inclusion of June 30, 1999; minus (iii) the aggregate proceeds received by Seller and its Subsidiaries during the period after June 30, 1999 and on or prior to the Measurement Date of (x) any sales or other dispositions of assets of Seller or any of its Subsidiaries, (y) any incurrence of indebtedness or other non-equity financing by Seller or any of its Subsidiaries or (z) any issuances of equity interests by Seller orMerger Consideration.