Common use of CERTIFICATE EXCHANGE Clause in Contracts

CERTIFICATE EXCHANGE. Subsequent to the Effective Date, the issuance and distribution of New Certificates (as hereinafter defined) in exchange for Old Certificates (as hereinafter defined) shall be implemented as follows: (a) On the Effective Date, GRMG shall deposit with a bank, trust company, or transfer agent designated by GRMG and Excalibur (the "REPRESENTATIVE"), for the benefit of the former holders of shares of Excalibur Common Stock and Excalibur Series A Preferred Stock, for exchange in accordance with this Section 5, through the Representative, stock certificates representing the shares of the GRMG Common Stock and GRMG Series A Preferred Stock (the "NEW CERTIFICATES") issuable pursuant to Section 4 in exchange for the holder's stock certificate representing the Excalibur Common Stock and Excalibur Series A Preferred Stock (the "OLD CERTIFICATES"). (b) As promptly after the Effective Date as shall be reasonably possible, the Representative shall be directed to, and shall, send written notification (the "STOCK NOTIFICATION") each holder of the Excalibur Common Stock and Excalibur Series A Preferred Stock of the consummation of the Merger, the availability of the New Certificates and provide (i) a description of the procedure to be followed in connection with the surrender of the Old Certificates and the issuance of the New Certificates, and (ii) a letter of transmittal (which shall be in customary form and have such provisions as GRMG and Excalibur may reasonably specify). Upon compliance by a holder thereof with the requirements for the certificate surrender and issuance specified in the Stock Notification, the Representative shall be directed to, and shall, issue and transmit to such holder New Certificates representing that number of shares of the GRMG Common Stock and GRMG Series A Preferred Stock, as the case may be, to which such holder shall be entitled as herein provided. (c) From and after the Effective Date, the sole rights of the holders of Old Certificates (except as otherwise provided by applicable law or Section 4(a) hereof) shall be those to which they are entitled as owners of the GRMG Common Stock or GRMG Series A Preferred Stock, as the case may be.

CERTIFICATE EXCHANGE. Subsequent to the Effective Date, Date the issuance and distribution of New Certificates (as hereinafter defined) in exchange for Old Certificates (as hereinafter defined) shall be implemented as follows: (a) On the Effective Date, GRMG shall deposit with a bank, trust company, or transfer agent designated by GRMG and Excalibur (the "REPRESENTATIVE"), for the benefit of the former holders of shares of Excalibur Common Stock and Excalibur Series A Preferred Stock, for exchange in accordance with this Section 5, through the Representative, stock certificates representing the shares of the GRMG Common Stock and GRMG Series A Preferred Stock (the "NEW CERTIFICATES") issuable pursuant to Section 4 in exchange for the holder's stock certificate representing the Excalibur Common Stock and Excalibur Series A Preferred Stock (the "OLD CERTIFICATES"). (b) As promptly after the Effective Date as shall be reasonably possible, the Representative Exchange Agent shall be directed to, and shall, send written notification notify (the "STOCK NOTIFICATIONNotification") each holder of the Excalibur Common Stock and Excalibur Series A Preferred Stock an Old Certificate of the consummation of the Merger, the availability of the New Certificates and provide (i) a description of the procedure to be followed (and documents to be executed and submitted) in connection with the surrender of the Old Certificates Certificate and the issuance of the New Certificates, and (ii) a letter of transmittal (which shall be in customary form and have such provisions as GRMG and Excalibur may reasonably specify)Certificate. Upon compliance by a holder thereof with the requirements for the certificate surrender and issuance specified in the Stock Notification, the Representative Exchange Agent shall be directed to, and shall, issue and transmit to such holder New Certificates (representing that number of shares of the GRMG SAT Common Stock and GRMG Series A Preferred Stock, as the case may be, to which such holder shall be entitled as herein provided). Until surrendered and replaced as aforesaid: (i) each Old Certificate shall, and be deemed to, represent and evidence (for all corporate purposes other than the payment of dividends and other distributions) that number of shares of the SAT Common Stock into which the shares of the Good Ideas Common Stock therein referred to are convertible and exchangeable as herein provided and (ii) each Old Certificate shall not be transferable on the books and records of Good Ideas and/or SAT. (cb) From and after the Effective DateDate any and all dividends and/or distributions of every kind, nature or description declared and payable by SAT on, or with respect to, the sole rights SAT Common Stock to any holder of the holders of an Old Certificates Certificate (except as otherwise provided by applicable law or Section 4(a) hereofcollectively "Distributions") shall be those paid, retained, invested and paid over as follows: (i) Until such time as the Old Certificate is surrendered for replacement by a New Certificate(s) as herein provided, no Distribution shall be paid over by SAT and/or the Exchange Agent to such holder on, or with respect to, the shares of the SAT Common Stock evidenced by such Old Certificate; (ii) All Distributions payable on, or with respect to, shares of the SAT Common Stock represented by Old Certificates shall be paid over by SAT to the Exchange Agent and dealt in and with by the Exchange Agent as follows: (A) All Distributions in cash shall be deposited by the Exchange Agent in an interest bearing account (the "Distribution Account") and retained and disposed of as hereinbelow provided; (B) Upon surrender by, or on behalf of, a holder of an Old Certificate for surrender and replacement as hereinabove provided (or satisfactory proof of loss and an indemnity in favor of, and acceptable to, SAT and the Exchange Agent), the Exchange Agent shall pay over and/or deliver to such holder (in addition to the New Certificate(s) to which they are entitled as owners such holder shall be entitled) (y) the principal amount of any cash dividends and any property (other than shares of the GRMG SAT Common Stock) previously received by the Exchange Agent with respect to the shares of the SAT Common Stock or GRMG Series A Preferred Stock, as evidenced by such Old Certificate and (z) a certificate representing any shares of the case may be.SAT Common Stock forming part of any Distribution made prior to the date of any such surrender;

CERTIFICATE EXCHANGE. Subsequent to the Effective Date, Date the issuance and distribution of New Certificates (as hereinafter defined) in exchange for Old Certificates (as hereinafter defined) shall be implemented as follows: (a) On the Effective Date, GRMG shall deposit with a bank, trust company, or transfer agent designated by GRMG and Excalibur (the "REPRESENTATIVE"), for the benefit of the former holders of shares of Excalibur Common Stock and Excalibur Series A Preferred Stock, for exchange in accordance with this Section 5, through the Representative, stock certificates representing the shares of the GRMG Common Stock and GRMG Series A Preferred Stock (the "NEW CERTIFICATES") issuable pursuant to Section 4 in exchange for the holder's stock certificate representing the Excalibur Common Stock and Excalibur Series A Preferred Stock (the "OLD CERTIFICATES"). (b) As promptly after the Effective Date as shall be reasonably possible, the Representative Exchange Agent shall be directed to, and shall, send written notification notify (the "STOCK NOTIFICATIONNotification") each holder of the Excalibur Common Stock and Excalibur Series A Preferred Stock an Old Certificate of the consummation of the Merger, the availability of the New Certificates and provide (i) a description of the procedure to be followed (and documents to be executed and submitted) in connection with the surrender of the Old Certificates Certificate and the issuance of the New Certificates, and (ii) a letter of transmittal (which shall be in customary form and have such provisions as GRMG and Excalibur may reasonably specify)Certificate. Upon compliance by a holder thereof with the requirements for the certificate surrender and issuance specified in the Stock Notification, the Representative Exchange Agent shall be directed to, and shall, issue and transmit to such holder New Certificates (representing that number of shares of the GRMG SAT Common Stock and GRMG Series A Preferred Stock, as the case may be, to which such holder shall be entitled as herein provided). Until surrendered and replaced as aforesaid: (i) each Old Certificate shall, and be deemed to, represent and evidence (for all corporate purposes other than the payment of dividends and other distributions) that number of shares of the SAT Common Stock into which the shares of the U.S. Drug Common Stock therein referred to are convertible and exchangeable as herein provided and (ii) each Old Certificate shall not be transferable on the books and records of U.S. Drug and/or SAT. (cb) From and after the Effective DateDate any and all dividends and/or distributions of every kind, nature or description declared and payable by SAT on, or with respect to, the sole rights SAT Common Stock to any holder of the holders of an Old Certificates Certificate (except as otherwise provided by applicable law or Section 4(a) hereofcollectively "Distributions") shall be those paid, retained, invested and paid over as follows: (i) Until such time as the Old Certificate is surrendered for replacement by a New Certificate(s) as herein provided, no Distribution shall be paid over by SAT and/or the Exchange Agent to such holder on, or with respect to, the shares of the SAT Common Stock evidenced by such Old Certificate; (ii) All Distributions payable on, or with respect to, shares of the SAT Common Stock represented by Old Certificates shall be paid over by SAT to the Exchange Agent and dealt in and with by the Exchange Agent as follows: (A) All Distributions in cash shall be deposited by the Exchange Agent in an interest bearing account (the "Distribution Account") and retained and disposed of as hereinbelow provided; (B) Upon surrender by, or on behalf of, a holder of an Old Certificate for surrender and replacement as hereinabove provided (or satisfactory proof of loss and an indemnity in favor of, and acceptable to, SAT and the Exchange Agent), the Exchange Agent shall pay over and/or deliver to such holder (in addition to the New Certificate(s) to which they are entitled as owners of the GRMG Common Stock or GRMG Series A Preferred Stock, as the case may be.such holder shall be entitled)

CERTIFICATE EXCHANGE. Subsequent to the Effective Date, Date the issuance and distribution of New Certificates (as hereinafter defined) in exchange for Old Certificates (as hereinafter defined) shall be implemented as follows: (a) On the Effective Date, GRMG shall deposit with a bank, trust company, or transfer agent designated by GRMG and Excalibur (the "REPRESENTATIVE"), for the benefit of the former holders of shares of Excalibur Common Stock and Excalibur Series A Preferred Stock, for exchange in accordance with this Section 5, through the Representative, stock certificates representing the shares of the GRMG Common Stock and GRMG Series A Preferred Stock (the "NEW CERTIFICATES") issuable pursuant to Section 4 in exchange for the holder's stock certificate representing the Excalibur Common Stock and Excalibur Series A Preferred Stock (the "OLD CERTIFICATES"). (b) As promptly after the Effective Date as shall be reasonably possible, the Representative Exchange Agent shall be directed to, and shall, send written notification notify (the "STOCK NOTIFICATIONNotification") each holder of the Excalibur Common Stock and Excalibur Series A Preferred Stock an Old Certificate of the consummation of the Merger, the availability of the New Certificates and provide (i) a description of the procedure to be followed (and documents to be executed and submitted) in connection with the surrender of the Old Certificates Certificate and the issuance of the New Certificates, and (ii) a letter of transmittal (which shall be in customary form and have such provisions as GRMG and Excalibur may reasonably specify)Certificate. Upon compliance by a holder thereof with the requirements for the certificate surrender and issuance specified in the Stock Notification, the Representative Exchange Agent shall be directed to, and shall, issue and transmit to such holder New Certificates (representing that number of shares of the GRMG SAT Common Stock and GRMG Series A Preferred Stock, as the case may be, to which such holder shall be entitled as herein provided). Until surrendered and replaced as aforesaid: (i) each Old Certificate shall, and be deemed to, represent and evidence (for all corporate purposes other than the payment of dividends and other distributions) that number of shares of the SAT Common Stock into which the shares of the U.S. Drug Common Stock therein referred to are convertible and exchangeable as herein provided and (ii) each Old Certificate shall not be transferable on the books and records of U.S. Drug and/or SAT. (b) From and after the Effective Date any and all dividends and/or distributions of every kind, nature or description declared and payable by SAT on, or with respect to, the SAT Common Stock to any holder of an Old Certificate (collectively "Distributions") shall be paid, retained, invested and paid over as follows: (i) Until such time as the Old Certificate is surrendered for replacement by a New Certificate(s) as herein provided, no Distribution shall be paid over by SAT and/or the Exchange Agent to such holder on, or with respect to, the shares of the SAT Common Stock evidenced by such Old Certificate; (ii) All Distributions payable on, or with respect to, shares of the SAT Common Stock represented by Old Certificates shall be paid over by SAT to the Exchange Agent and dealt in and with by the Exchange Agent as follows: (A) All Distributions in cash shall be deposited by the Exchange Agent in an interest bearing account (the "Distribution Account") and retained and disposed of as hereinbelow provided; (B) Upon surrender by, or on behalf of, a holder of an Old Certificate for surrender and replacement as hereinabove provided (or satisfactory proof of loss and an indemnity in favor of, and acceptable to, SAT and the Exchange Agent), the Exchange Agent shall pay over and/or deliver to such holder (in addition to the New Certificate(s) to which such holder shall be entitled) (y) the principal amount of any cash dividends and any property E-5 5 (other than shares of the SAT Common Stock) previously received by the Exchange Agent with respect to the shares of the SAT Common Stock evidenced by such Old Certificate and (z) a certificate representing any shares of the SAT Common Stock forming part of any Distribution made prior to the date of any such surrender; (C) Any and all interest earned and/or credited on, or with respect to, Distributions shall be applied by the Exchange Agent to the payment of its fees and disbursements and the remainder, if any, paid over to SAT upon the termination of the engagement of the Exchange Agent. (c) From and after the Effective Date, Date the sole rights of the holders of Old Certificates (except as otherwise provided by applicable law or Section 4(a) hereof) shall be those to which they are entitled as owners of the GRMG SAT Common Stock into which the shares of the U.S. Drug Common Stock evidenced by such Old Certificates shall have been converted as herein provided. (d) A holder of a Warrant shall, after the Effective Date, have no obligation to exchange the holder's certificate evidencing the Warrant for a new certificate evidencing the Merger Warrant. Whenever thereafter a holder wishes to exercise his, her or GRMG Series A Preferred Stockits Warrant, the holder shall present the Warrant, with the exercise form duly executed and with payment of the new exercise price per share determined in accordance with Section 4(b) hereof, to SAT and not to U.S. Drug or Acquisition Corp. SAT shall then cause the Exchange Agent as the case may betransfer agent for the SAT Common Stock to issue the shares of the SAT Common Stock as to which the Warrant is exercised. To the extent that the Warrant is not exercised for all of the shares of the SAT Common Stock subject thereto, SAT will issue a new certificate evidencing a Merger Warrant for the balance. 7.

CERTIFICATE EXCHANGE. Subsequent to the Effective Date, Date the issuance and distribution of New Certificates (as hereinafter defined) in exchange for Old Certificates (as hereinafter defined) shall be implemented as follows: (a) On the Effective Date, GRMG shall deposit with a bank, trust company, or transfer agent designated by GRMG and Excalibur (the "REPRESENTATIVE"), for the benefit of the former holders of shares of Excalibur Common Stock and Excalibur Series A Preferred Stock, for exchange in accordance with this Section 5, through the Representative, stock certificates representing the shares of the GRMG Common Stock and GRMG Series A Preferred Stock (the "NEW CERTIFICATES") issuable pursuant to Section 4 in exchange for the holder's stock certificate representing the Excalibur Common Stock and Excalibur Series A Preferred Stock (the "OLD CERTIFICATES"). (b) As promptly after the Effective Date as shall be reasonably possible, the Representative Exchange Agent shall be directed to, and shall, send written notification notify (the "STOCK NOTIFICATIONNotification") each holder of the Excalibur Common Stock and Excalibur Series A Preferred Stock an Old Certificate of the consummation of the MergerMerger and Share Exchange, the availability of the New Certificates and provide (i) a description of the procedure to be followed (and documents to be executed and submitted) in connection with the surrender of the Old Certificates Certificate and the issuance of the New Certificates, and (ii) a letter of transmittal (which shall be in customary form and have such provisions as GRMG and Excalibur may reasonably specify)Certificate. Upon compliance by a holder thereof with the requirements for the certificate surrender and issuance specified in the Stock Notification, the Representative Exchange Agent shall be directed to, and shall, issue and transmit to such holder New Certificates (representing that number of shares of the GRMG RAI Common Stock and GRMG Series A Preferred Stock, as the case may be, to which such holder shall be entitled as herein provided). Until surrendered and replaced as aforesaid: (i) each Old Certificate shall, and be deemed to, represent and evidence (for all corporate purposes other than the payment of dividends and other distributions) that number of shares of RAI Common Stock into which the shares of the IBUI Common Stock therein referred to are convertible and exchangeable as herein provided and (ii) each Old Certificate shall not be transferable on the books and records of IBUI and/or RAI. (cb) From and after the Effective DateDate any and all dividends and/or distributions of every kind, the sole rights nature or description declared and payable by RAI on, or with respect to, RAI Common Stock to any holder of the holders of an Old Certificates Certificate (except as otherwise provided by applicable law or Section 4(a) hereofcollectively "Distributions") shall be those paid, retained, invested and paid over as follows: (i) Until such time as the Old Certificate is surrendered for replacement by a New Certificate(s) as herein provided, no Distribution shall be paid over by RAI and/or the Exchange Agent to such holder on, or with respect to, the shares of RAI Common Stock evidenced by such Old Certificate; (ii) All Distributions payable on, or with respect to, shares of RAI Common Stock represented by Old Certificates shall be paid over by RAI to the Exchange Agent and dealt in and with by the Exchange Agent as follows: (A) All Distributions in cash shall be deposited by the Exchange Agent in an interest bearing account (the "Distribution Account") and retained and disposed of as hereinbelow provided; (B) Upon surrender by, or on behalf of, a holder of an Old Certificate for surrender and replacement as hereinabove provided (or satisfactory proof of loss and an indemnity in favor of, and acceptable to, RAI and the Exchange Agent), the Exchange Agent shall pay over and/or deliver to such holder (in addition to the New Certificate(s) to which they are entitled as owners of the GRMG Common Stock or GRMG Series A Preferred Stock, as the case may be.such holder shall be entitled)

CERTIFICATE EXCHANGE. Subsequent to the Effective Date, Date the issuance and distribution of New Certificates (as hereinafter defined) in exchange for Old Certificates (as hereinafter defined) shall be implemented as follows: (a) On the Effective Date, GRMG shall deposit with a bank, trust company, or transfer agent designated by GRMG and Excalibur (the "REPRESENTATIVE"), for the benefit of the former holders of shares of Excalibur Common Stock and Excalibur Series A Preferred Stock, for exchange in accordance with this Section 5, through the Representative, stock certificates representing the shares of the GRMG Common Stock and GRMG Series A Preferred Stock (the "NEW CERTIFICATES") issuable pursuant to Section 4 in exchange for the holder's stock certificate representing the Excalibur Common Stock and Excalibur Series A Preferred Stock (the "OLD CERTIFICATES"). (b) As promptly after the Effective Date as shall be reasonably possible, the Representative Exchange Agent shall be directed to, and shall, send written notification notify (the "STOCK NOTIFICATIONNotification") each holder of the Excalibur Common Stock and Excalibur Series A Preferred Stock an Old Certificate of the consummation of the Merger, the availability of the New Certificates and provide (i) a description of the procedure to be followed (and documents to be executed and submitted) in connection with the surrender of the Old Certificates Certificate and the issuance of the New Certificates, and (ii) a letter of transmittal (which shall be in customary form and have such provisions as GRMG and Excalibur may reasonably specify)Certificate. Upon compliance by a holder thereof with the requirements for the certificate surrender and issuance specified in the Stock Notification, the Representative Exchange Agent shall be directed to, and shall, issue and transmit to such holder New Certificates (representing that number of shares of the GRMG SAT Common Stock and GRMG Series A Preferred Stock, as the case may be, to which such holder shall be entitled as herein provided). Until surrendered and replaced as aforesaid: (i) each Old Certificate shall, and be deemed to, represent and evidence (for all corporate purposes other than the payment of dividends and other distributions) that number of shares of the SAT Common Stock into which the shares of the Good Ideas Common Stock therein referred to are convertible and exchangeable as herein provided and (ii) each Old Certificate shall not be transferable on the books and records of Good Ideas and/or SAT. (cb) From and after the Effective DateDate any and all dividends and/or distributions of every kind, nature or description declared and payable by SAT on, or with respect to, the sole rights SAT Common Stock to any holder of the holders of an Old Certificates Certificate (except as otherwise provided by applicable law or Section 4(a) hereofcollectively "Distributions") shall be those paid, retained, invested and paid over as follows: (i) Until such time as the Old Certificate is surrendered for replacement by a New Certificate(s) as herein provided, no Distribution shall be paid over by SAT and/or the Exchange Agent to such holder on, or with respect to, the shares of the SAT Common Stock evidenced by such Old Certificate; (ii) All Distributions payable on, or with respect to, shares of the SAT Common Stock represented by Old Certificates shall be paid over by SAT to the Exchange Agent and dealt in and with by the Exchange Agent as follows: (A) All Distributions in cash shall be deposited by the Exchange Agent in an interest bearing account (the "Distribution Account") and retained and disposed of as hereinbelow provided; (B) Upon surrender by, or on behalf of, a holder of an Old Certificate for surrender and replacement as hereinabove provided (or satisfactory proof of loss and an indemnity in favor of, and acceptable to, SAT and the Exchange Agent), the Exchange Agent shall pay over and/or deliver to such holder (in addition to the New Certificate(s) to which they are entitled as owners of the GRMG Common Stock or GRMG Series A Preferred Stock, as the case may be.such holder shall be entitled)

CERTIFICATE EXCHANGE. Subsequent to the Effective Date, the issuance and distribution of New Certificates (as hereinafter defineddefined in Section 5(a) hereof) in exchange for Old Certificates (as hereinafter defineddefined in Section 5(a) hereof) shall be implemented as follows: (a) On As promptly after the Effective DateDate as shall be reasonably possible, GRMG CMNW shall deposit with a bank, trust company, company or transfer agent attorney designated by GRMG CMNW and Excalibur OrthoSupply (the "REPRESENTATIVE"“Representative”), for the benefit of the former holders of shares of Excalibur OrthoSupply Common Stock and Excalibur OrthoSupply Series A Preferred Stock, for exchange through the Representative in accordance with this Section 5, through the Representative, stock certificates representing the shares of the GRMG CMNW Common Stock and GRMG CMNW Series A Preferred Stock (the "NEW CERTIFICATES"“New Certificates”) issuable pursuant to Section 4 hereof in exchange for the holder's such holders’ stock certificate certificates representing the Excalibur OrthoSupply Common Stock and Excalibur OrthoSupply Series A Preferred Stock (the "OLD CERTIFICATES"“Old Certificates”). (b) As promptly after the Effective Date as shall be reasonably possible, the Representative shall be directed to, and shall, send written notification (the "STOCK NOTIFICATION"each, a “Stock Notification”) to each holder of the Excalibur OrthoSupply Common Stock and Excalibur OrthoSupply Series A Preferred Stock of the consummation of the Merger, the availability of the New Certificates and provide (i) a description of the procedure to be followed in connection with the surrender of the Old Certificates and the issuance of the New Certificates, and (ii) a letter of transmittal (which shall be in customary form and have such provisions as GRMG CMNW and Excalibur OrthoSupply may reasonably specify). Upon compliance by a holder thereof with the requirements for the certificate surrender and issuance specified in the Stock Notification, the Representative shall be directed to, and shall, issue and transmit to such holder New Certificates representing that number of shares of the GRMG CMNW Common Stock and GRMG and/or CMNW Series A Preferred Stock, as the case may be, to which such holder shall be entitled as herein provided. (c) From and after Upon delivery of the Effective DateNew Certificates, the sole rights Old Certificates shall be deemed surrendered and cancelled. Notwithstanding anything to the contrary set forth herein, the representations, warranties, indemnities, agreements and other statements of OrthoSupply or its officers, directors, employees and agents, and of each purchaser of OrthoSupply Series A Preferred Stock or its officers, directors, employees, and agents, made in connection with the original issuance and purchase of the holders of Old Certificates (except as otherwise provided by applicable law or Section 4(a) hereof) shall be those to which they are entitled as owners of the GRMG Common Stock or GRMG OrthoSupply Series A Preferred Stock, as shall remain operative and in full force and effect regardless of the case may beexchange under this Section 5 and Section 11 hereof. (d) On the Effective Date, CMNW shall take all corporate action necessary to reserve for issuance a sufficient number of shares of CMNW Common Stock for delivery upon conversion of the CMNW Series A Preferred Stock exchanged in accordance with this Section 5.

CERTIFICATE EXCHANGE. Subsequent to the Effective Date, Date the issuance and distribution of New Certificates (as hereinafter defined) in exchange for Old Certificates (as hereinafter defined) shall be implemented as follows: (a) On the Effective Date, GRMG shall deposit with a bank, trust company, or transfer agent designated by GRMG and Excalibur (the "REPRESENTATIVE"), for the benefit of the former holders of shares of Excalibur Common Stock and Excalibur Series A Preferred Stock, for exchange in accordance with this Section 5, through the Representative, stock certificates representing the shares of the GRMG Common Stock and GRMG Series A Preferred Stock (the "NEW CERTIFICATES") issuable pursuant to Section 4 in exchange for the holder's stock certificate representing the Excalibur Common Stock and Excalibur Series A Preferred Stock (the "OLD CERTIFICATES"). (b) As promptly after the Effective Date as shall be reasonably possible, the Representative Exchange Agent shall be directed to, and shall, send written notification notify (the "STOCK NOTIFICATIONNotification") each holder of the Excalibur Common Stock and Excalibur Series A Preferred Stock an Old Certificate of the consummation of the Merger, the availability of the New Certificates and provide (i) a description of the procedure to be followed (and documents to be executed and submitted) in connection with the surrender of the Old Certificates Certificate and the issuance of the New Certificates, and (ii) a letter of transmittal (which shall be in customary form and have such provisions as GRMG and Excalibur may reasonably specify)Certificate. Upon compliance by a holder thereof with the requirements for the certificate surrender and issuance specified in the Stock Notification, the Representative Exchange Agent shall be directed to, and shall, issue and transmit to such holder New Certificates (representing that number of shares of the GRMG SAT Common Stock and GRMG Series A Preferred Stock, as the case may be, to which such holder shall be entitled as herein provided). Until surrendered and replaced as aforesaid: (i) each Old Certificate shall, and be deemed to, represent and evidence (for all corporate purposes other than the payment of dividends and other distributions) that number of shares of the SAT Common Stock into which the shares of the Good Ideas Common Stock therein referred to are convertible and exchangeable as herein provided and (ii) each Old Certificate shall not be transferable on the books and records of Good Ideas and/or SAT. (cb) From and after the Effective DateDate any and all dividends and/or distributions of every kind, nature or description declared and payable by SAT on, or with respect to, the sole rights SAT Common Stock to any holder of the holders of an Old Certificates Certificate (except as otherwise provided by applicable law or Section 4(a) hereofcollectively "Distributions") shall be those paid, retained, invested and paid over as follows: (i) Until such time as the Old Certificate is surrendered for replacement by a New Certificate(s) as herein provided, no Distribution shall be paid over by SAT and/or the Exchange Agent to such holder on, or with respect to, the shares of the SAT Common Stock evidenced by such Old Certificate; (ii) All Distributions payable on, or with respect to, shares of the SAT Common Stock represented by Old Certificates shall be paid over by SAT to the Exchange Agent and dealt in and with by the Exchange Agent as follows: (A) All Distributions in cash shall be deposited by the Exchange Agent in an interest bearing account (the "Distribution Account") and retained and disposed of as hereinbelow provided; (B) Upon surrender by, or on behalf of, a holder of an Old Certificate for surrender and replacement as hereinabove provided (or satisfactory proof of loss and an indemnity in E-5 5 favor of, and acceptable to, SAT and the Exchange Agent), the Exchange Agent shall pay over and/or deliver to such holder (in addition to the New Certificate(s) to which they are entitled as owners of the GRMG Common Stock or GRMG Series A Preferred Stock, as the case may be.such holder shall be entitled)

CERTIFICATE EXCHANGE. Subsequent to the Effective Date, Date the issuance and distribution of New Certificates (as hereinafter defined) in exchange for Old Certificates (as hereinafter defined) shall be implemented as follows: (a) On the Effective Date, GRMG shall deposit with a bank, trust company, or transfer agent designated by GRMG and Excalibur (the "REPRESENTATIVE"), for the benefit of the former holders of shares of Excalibur Common Stock and Excalibur Series A Preferred Stock, for exchange in accordance with this Section 5, through the Representative, stock certificates representing the shares of the GRMG Common Stock and GRMG Series A Preferred Stock (the "NEW CERTIFICATES") issuable pursuant to Section 4 in exchange for the holder's stock certificate representing the Excalibur Common Stock and Excalibur Series A Preferred Stock (the "OLD CERTIFICATES"). (b) As promptly after the Effective Date as shall be reasonably possible, the Representative Exchange Agent shall be directed to, and shall, send written notification notify (the "STOCK NOTIFICATIONNotification") each holder of the Excalibur Common Stock and Excalibur Series A Preferred Stock an Old Certificate of the consummation of the MergerMerger and Share Exchange, the availability of the New Certificates and provide (i) a description of the procedure to be followed (and documents to be executed and submitted) in connection with the surrender of the Old Certificates Certificate and the issuance of the New Certificates, and (ii) a letter of transmittal (which shall be in customary form and have such provisions as GRMG and Excalibur may reasonably specify)Certificate. Upon compliance by a holder thereof with the requirements for the certificate surrender and issuance specified in the Stock Notification, the Representative Exchange Agent shall be directed to, and shall, issue and transmit to such holder New Certificates (representing that number of shares of the GRMG RAI Common Stock and GRMG Series A Preferred Stock, as the case may be, to which such holder shall be entitled as herein provided). Until surrendered and replaced as aforesaid: (i) each Old Certificate shall, and be deemed to, represent and evidence (for all corporate purposes other than the payment of dividends and other distributions) that number of shares of RAI Common Stock into which the shares of the IBUI Common Stock therein referred to are convertible and exchangeable as herein provided and (ii) each Old Certificate shall not be transferable on the books and records of IBUI and/or RAI. (cb) From and after the Effective DateDate any and all dividends and/or distributions of every kind, the sole rights nature or description declared and payable by RAI on, or with respect to, RAI Common Stock to any holder of the holders of an Old Certificates Certificate (except as otherwise provided by applicable law or Section 4(a) hereofcollectively "Distributions") shall be those paid, retained, invested and paid over as follows: (i) Until such time as the Old Certificate is surrendered for replacement by a New Certificate(s) as herein provided, no Distribution shall be paid over by RAI and/or the Exchange Agent to such holder on, or with respect to, the shares of RAI Common Stock evidenced by such Old Certificate; (ii) All Distributions payable on, or with respect to, shares of RAI Common Stock represented by Old Certificates shall be paid over by RAI to the Exchange Agent and dealt in and with by the Exchange Agent as follows: (A) All Distributions in cash shall be deposited by the Exchange Agent in an interest bearing account (the "Distribution Account") and retained and disposed of as hereinbelow provided; (B) Upon surrender by, or on behalf of, a holder of an Old Certificate for surrender and replacement as hereinabove provided (or satisfactory proof of loss and an indemnity in favor of, and acceptable to, RAI and the Exchange Agent), the Exchange Agent shall pay over and/or deliver to such holder (in addition to the New Certificate(s) to which they are entitled as owners such holder shall be entitled) (y) the principal amount of any cash dividends and any property (other than shares of RAI Common Stock) previously received by the GRMG Exchange Agent with respect to the shares of RAI Common Stock or GRMG Series A Preferred Stock, as evidenced by such Old Certificate and (z) a certificate representing any shares of RAI Common Stock forming part of any Distribution made prior to the case may be.date of any such surrender; and

CERTIFICATE EXCHANGE. Subsequent to the Effective Date, Date the issuance and distribution of New Certificates (as hereinafter defined) in exchange for Old Certificates (as hereinafter defined) shall be implemented as follows: (a) On the Effective Date, GRMG shall deposit with a bank, trust company, or transfer agent designated by GRMG and Excalibur (the "REPRESENTATIVE"), for the benefit of the former holders of shares of Excalibur Common Stock and Excalibur Series A Preferred Stock, for exchange in accordance with this Section 5, through the Representative, stock certificates representing the shares of the GRMG Common Stock and GRMG Series A Preferred Stock (the "NEW CERTIFICATES") issuable pursuant to Section 4 in exchange for the holder's stock certificate representing the Excalibur Common Stock and Excalibur Series A Preferred Stock (the "OLD CERTIFICATES"). (b) As promptly after the Effective Date as shall be reasonably possible, the Representative Exchange Agent shall be directed to, and shall, send written notification notify (the "STOCK NOTIFICATIONNotification") each holder of the Excalibur Common Stock and Excalibur Series A Preferred Stock an Old Certificate of the consummation of the Merger, the availability of the New Certificates and provide (i) a description of the procedure to be followed (and documents to be executed and submitted) in connection with the surrender of the Old Certificates Certificate and the issuance of the New Certificates, and (ii) a letter of transmittal (which shall be in customary form and have such provisions as GRMG and Excalibur may reasonably specify)Certificate. Upon compliance by a holder thereof with the requirements for the certificate surrender and issuance specified in the Stock Notification, the Representative Exchange Agent shall be directed to, and shall, issue and transmit to such holder New Certificates (representing that number of shares of the GRMG SAT Common Stock and GRMG Series A Preferred Stock, as the case may be, to which such holder shall be entitled as herein provided). Until surrendered and replaced as aforesaid: (i) each Old Certificate shall, and be deemed to, represent and evidence (for all corporate purposes other than the payment of dividends and other distributions) that number of shares of the SAT Common Stock into which the shares of the U.S. Drug Common Stock therein referred to are convertible and exchangeable as herein provided and (ii) each Old Certificate shall not be transferable on the books and records of U.S. Drug and/or SAT. (cb) From and after the Effective DateDate any and all dividends and/or distributions of every kind, nature or description declared and payable by SAT on, or with respect to, the sole rights SAT Common Stock to any holder of the holders of an Old Certificates Certificate (except as otherwise provided by applicable law or Section 4(a) hereofcollectively "Distributions") shall be those paid, retained, invested and paid over as follows: (i) Until such time as the Old Certificate is surrendered for replacement by a New Certificate(s) as herein provided, no Distribution shall be paid over by SAT and/or the Exchange Agent to such holder on, or with respect to, the shares of the SAT Common Stock evidenced by such Old Certificate; (ii) All Distributions payable on, or with respect to, shares of the SAT Common Stock represented by Old Certificates shall be paid over by SAT to the Exchange Agent and dealt in and with by the Exchange Agent as follows: (A) All Distributions in cash shall be deposited by the Exchange Agent in an interest bearing account (the "Distribution Account") and retained and disposed of as hereinbelow provided; (B) Upon surrender by, or on behalf of, a holder of an Old Certificate for surrender and replacement as hereinabove provided (or satisfactory proof of loss and an indemnity in favor of, and acceptable to, SAT and the Exchange Agent), the Exchange Agent shall pay over and/or deliver to such holder (in addition to the New Certificate(s) to which they are entitled as owners such holder shall be entitled) (y) the principal amount of any cash dividends and any property (other than shares of the GRMG SAT Common Stock) previously received by the Exchange Agent with respect to the shares of the SAT Common Stock or GRMG Series A Preferred Stock, as evidenced by such Old Certificate and (z) a certificate representing any shares of the case may be.SAT Common Stock forming part of any Distribution made prior to the date of any such surrender;