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2.1. ISSUANCE OF WARRANTS. In exchange for the relinquishment of the JJJ Purchase Rights and the Disputed JJJ Purchase Rights and in consideration for the additional covenants and agreements of KKK contained herein, AAA agrees to issue to JJJ upon execution of this Agreement: (i) a warrant to purchase 1,837,417 shares of the Common Stock Series F, no par value per share, of AAA (the "SERIES F COMMON STOCK") (which (A) shall be exercisable at a per share price of $ _________, or (B) if exercised after the closing of the Reorganization (the "DDD-AAA CLOSING"), and subject to adjustment as described below, shall be exercisable for: (x) _________ shares of common stock, par value $ _________ per share, of DDD/AAA (the "DDD/AAA COMMON STOCK"), at a per share price of $ _________ in the event the Reorganization is effected through Reorganization Structure One, or (y) _________ shares of common stock, par value $ _________ per share, of DDD (the "DDD COMMON STOCK"), at a per share price of $ _________ in the event the Reorganization is effected through Reorganization Structure Two, (ii) a warrant to purchase _________ shares of Series F Common Stock (which (A) shall be exercisable at a price per share equal to $ _________, or (B) if exercised after the DDD-AAA Closing, and subject to adjustment as described below, shall be exercisable for: (x) _________ shares of DDD/AAA Common Stock at a price per share equal to $ _________ in the event the Reorganization is effected through Reorganization Structure One, or (y) _________ shares of DDD Common Stock at a price per share equal to $ _________ the event the Reorganization is effected through Reorganization Structure Two) and (iii) a warrant to purchase _________ shares of Series F Common Stock (which (A) shall be exercisable at a price per share equal to $ _________, or (B) if exercised after the DDD-AAA Closing, and subject to adjustment as described below, shall be exercisable for: (x) _________ shares of DDD/AAA Common Stock at a price per share equal to $ _________ in the event the Reorganization is effected through Reorganization Structure One, or (y) _________ shares of DDD Common Stock at a price per share equal to $ _________ in the event the Reorganization is effected through Reorganization Structure Two)(collectively, the "NEW WARRANTS"), each of which shall be in the form of EXHIBIT 2.1 hereto. The number of shares of DDD/AAA Common Stock or DDD Common Stock to be issued upon exercise of the New Warrants in the event the New Warrants are exercised after the DDD-AAA Closing and the exercise price thereof as set forth in this Section 2.1 gives effect, in each case, to the reduction in the exchange ratio resulting from the transactions described in this Agreement as set forth in Section 3.6. To the extent the exchange ratio is changed by agreement among the parties to the DDD-AAA Reorganization Agreement after the date hereof, the number of shares of DDD/AAA Common Stock or DDD Common Stock for which the New Warrants may be exercised and the exercise price thereof shall be adjusted to reflect the revised exchange ratio, except that any further reduction in the exchange ratio as a result of or arising out of this Agreement shall not result in any modification of the number of shares of DDD/AAA Common Stock or DDD Common Stock to be issued upon the exercise of the New Warrants or any adjustment to the exercise price. AAA shall reserve and keep available for issuance at all times, free from any liens or encumbrances, preemptive rights, rights of first refusal or redemption rights, such number of its authorized but unissued shares of Series F Common Stock (or Common Stock without Series designation if the New Warrants become exercisable for such stock pursuant to Section 2.4 below) as is sufficient to permit exercise in full of each of the New Warrants in accordance with the terms thereof. All shares of Series F Common Stock that are so issuable shall, when issued upon exercise and payment therefor, be fully and validly issued and fully paid and non-assessable. Upon the DDD-AAA Closing, DDD/AAA (in the event the Reorganization is effected through Reorganization Structure One) or DDD (in the event the Reorganization is effected through Reorganization Structure Two) shall assume all obligations of AAA with respect to the New Warrants, and the New Warrants shall be exercisable for shares of DDD/AAA Common Stock or DDD Common Stock, as applicable, as provided in this Section 2.1.

2.2. DELIVERY OF WARRANTS. Subject to Section 3.2 below, AAA shall deliver the New Warrants to JJJ concurrently with the execution of this Agreement.

2.3. REGISTRATION RIGHTS AGREEMENT. Upon the issuance of the New Warrants, AAA shall enter into a Registration Rights Agreement with JJJ substantially in the form of EXHIBIT 2.3 hereto.

2.4. CREATION OF SERIES F COMMON STOCK. Prior to the execution of this Agreement, the Board of Directors of AAA approved the Articles of Amendment to the Amended and Restated Articles of Incorporation of AAA in the form attached hereto as EXHIBIT 2.4 ("Articles of Amendment") and called a meeting of the holders of AAA's Common Stock without Series designation and Series A Preferred Stock for the purpose of adopting such Articles of Amendment. AAA shall use its best commercial efforts to hold such meeting and cause such Articles of Amendment to be adopted and when adopted shall file such Articles of Amendment with the Secretary of State of the State of _________(PLACENAME). JJJ agrees to vote its shares of Series A Preferred Stock in favor of the adoption of such Articles of Amendment and to waive notice of the shareholders meeting if requested to do so by AAA. In the event such Articles of Amendment are not so filed prior to _________,_________,_________(M/D/Y), then anything in this Agreement or the New Warrants to the contrary notwithstanding, the New Warrants shall be exercisable for Common Stock of AAA without Series designation if exercised prior to the DDD-AAA Closing and all references to "Common Stock" in the New Warrant shall mean Common Stock of AAA without Series designation.

3. DDD/AAA REORGANIZATION.

3.1. VOTING AGREEMENT. JJJ agrees to execute, simultaneously with the execution of this Agreement, a Voting Agreement substantially in the form of EXHIBIT 3.1 hereof.

3.2. HART-SCOTT-RODINO. In the event that the acquisition of the New Warrants or the shares issuable upon exercise of the New Warrants by JJJ pursuant to this Agreement would require any filing by KKK under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the "HSR ACT"), then before such New Warrants or shares shall be issued to JJJ, BBB shall prepare and file with the United States Federal Trade Commission and the Antitrust Division of the United States Department of Justice Notification and Report Forms as an "acquiring person" as required by the HSR Act. Each of AAA, DDD and DDD/AAA shall cooperate with BBB in making any such filing, and shall make any filing required of any of them in connection therewith, promptly and shall furnish BBB such information and commercially reasonable assistance as necessary for any such filing.

3.3. TERMINATION OF CERTAIN AGREEMENTS; SPECIAL COVENANTS.

(a) Effective on the date hereof, (i) JJJ agrees to take all such action requested by AAA so that each of the Restated Stockholders Agreement dated _________,_________,_________(M/D/Y), as amended (the "AAA RESTATED STOCKHOLDERS AGREEMENT"), and the Shareholders Agreement dated _________,_________,_________(M/D/Y), as amended (the "AAA SHAREHOLDERS AGREEMENT"), shall be terminated and of no further force and effect without the need for any further action on the part of any party thereto and (ii) subject to Section 3.3(b) below, all rights and obligations of the parties pursuant to each of the AAA Investment Documents (including, without limitation, the Performance Warrant and the JJJ Purchase Rights) shall be terminated and of no further force and effect. AAA and KKK hereby waive any claim that such party may have with respect to any alleged breach of any of the Strategic Agreements, the Product Agreements, the AAA Restated Stockholders Agreement, the AAA Shareholders Agreement and the AAA Investment Documents arising prior to the date hereof.

(b) AAA acknowledges that KKK has agreed to the termination of the AAA Restated Stockholders Agreement, the AAA Shareholders Agreement and the AAA Investment Documents prior to the DDD-AAA Closing based on its understanding that, as of the date hereof, (i) AAA has not granted any currently outstanding preemptive rights to purchase its capital stock to any person, and (ii) AAA has not granted to any person registration rights with respect to its capital stock which are more favorable than the registration rights currently held by KKK. If at any time after the date hereof, AAA grants preemptive rights to acquire any of its capital stock, and if the DDD-AAA Reorganization Agreement is terminated, AAA shall grant to KKK preemptive rights on terms equivalent to those granted to such other person(s). AAA further covenants that if the DDD-AAA Reorganization Agreement is terminated, then KKK shall continue to have the information and access rights set forth in Sections 7.1.1, 7.1.2 and 7.1.4(a) and (c) of the Series A Investment Agreement as long as it owns at least 1% of the capital stock of AAA on a fully diluted basis and KKK agrees that it shall continue to be bound by the confidentiality obligations in Section 7.3 of the Series A Investment Agreement. AAA further covenants that if the DDD-AAA Reorganization Agreement is terminated, and if at any time after the date hereof AAA grants any registration rights to any person with respect to its capital stock, then AAA shall promptly (and in any event within five days after being requested by KKK) provide KKK with copies of all agreements pertaining to the registration of shares of AAA's capital stock under the Securities Act of 1933, as amended, and applicable state securities laws, and permit KKK to elect in writing within 30 days after AAA has provided such copies to KKK to have the AAA capital stock owned by it treated as registrable securities under or otherwise covered by the provisions of any one of such agreements as KKK shall elect in lieu of the Registration Rights Agreement, it being understood that if KKK does not make such election, it shall retain all of its rights pursuant to the Registration Rights Agreement. Upon any such election AAA shall enter into a new registration rights agreement with KKK and the Registration Rights Agreement shall thereafter be of no further force and effect.

3.4. VOTING; FURTHER ACTIONS. Pursuant and subject to the terms of the Voting Agreement, JJJ agrees to vote all of its shares of capital stock of AAA entitled to vote "for" the Reorganization and all transactions contemplated thereby upon which such shares may be entitled to vote. KKK agrees to take any further action reasonably requested by AAA to facilitate the DDD-AAA Closing. Each of AAA, DDD and DDD/AAA shall use its commercial best efforts to obtain and assist JJJ in obtaining promptly all necessary waivers, consents and approvals from any governmental authority or any other person for any exercise by JJJ of its rights under this Agreement, or the New Warrants, and to take such other actions as may reasonably be requested by JJJ to effect the purposes of this Agreement, or the New Warrants. The period of time provided for any closing of the transactions pursuant to such rights may, at the option of JJJ, be extended as necessary in order to obtain any such waivers, consents and approvals.

3.5. ADDITIONAL DELAY SHARES. AAA hereby agrees that, notwithstanding any other provision of this Agreement to the contrary, JJJ shall have the right to receive the Additional Delay Shares if AAA has not completed an Initial Public Offering prior to _________,_________,_________(M/D/Y).

3.6. ADJUSTMENT TO EXCHANGE RATIO. The transactions contemplated by this Agreement will result in a change in the ratio at which shares of AAA common stock will be exchanged for shares of DDD/AAA Common Stock (in the event the Reorganization is effected through Reorganization Structure One) or DDD Common Stock (in the event the Reorganization is effected through Reorganization Structure Two) such that, upon consummation of the Reorganization and subject to any other changes in the Exchange Ratio agreed to among the parties to the DDD-AAA Reorganization Agreement after the date hereof, each share of AAA common stock and each share of AAA preferred stock (following its conversion to common stock) will be exchanged for (x) 1.796 shares of DDD/AAA Common Stock, in the event the Reorganization is effected through Reorganization Structure One, or (y) _________ shares of DDD Common Stock, in the event the Reorganization is effected through Reorganization Structure Two. Nothing in this Agreement shall preclude the amendment of the DDD-AAA Reorganization Agreement or require the consent or approval of KKK to any such amendment, including any amendment to the Exchange Ratio, provided, however, that without the written consent of KKK no amendment to the DDD-AAA Reorganization Agreement shall amend, modify or change the shares of capital stock obtainable upon the exercise of the warrants to be delivered hereunder in a manner that is adverse to the holder of such warrants unless such amendment, modification or change is uniformly applicable to all of the holders of such class and series of capital stock.

4. REPRESENTATIONS AND WARRANTIES.