Common use of Delivery of Merger Consideration Clause in Contracts

Delivery of Merger Consideration. (a) As soon as reasonably practicable after the Effective Time, the Exchange Agent shall mail to each holder of record of Certificate(s) which immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into the right to receive the Merger Consideration pursuant to Section 2.7 and any cash in lieu of fractional shares of Parent Common Stock to be issued or paid in consideration therefor who did not properly complete and submit an Election Form, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to Certificate(s) shall pass, only upon delivery of Certificate(s) (or affidavits of loss in lieu of such Certificate(s))) (the “Letter of Transmittal”) to the Exchange Agent and shall be substantially in such form and have such other provisions as shall be prescribed by the Exchange Agent Agreement and (ii) instructions for use in surrendering Certificate(s) in exchange for the Merger Consideration and any cash in lieu of fractional shares of Parent Common Stock to be issued or paid in consideration therefor in accordance with Section 2.14(f) upon surrender of such Certificate and any dividends or distributions to which such holder is entitled pursuant to Section 2.14(c). (b) Upon surrender to the Exchange Agent of its Certificate(s), accompanied by a properly completed Form of Election or a properly completed Letter of Transmittal, a holder of Company Common Stock will be entitled to receive, promptly after the Effective Time, the Merger Consideration (elected or deemed elected by it, subject to, and in accordance with Sections 2.7 and 2.8) and any cash in lieu of fractional shares of Parent Common Stock to be issued or paid in consideration therefor in respect of the shares of Company Common Stock represented by its Certificate(s). Until so surrendered, each such Certificate shall represent after the Effective Time, for all purposes, only the right to receive, without interest, the Merger Consideration and any cash in lieu of fractional shares of Parent Common Stock to be issued or paid in consideration therefor upon surrender of such Certificate in accordance with, and any dividends or distributions to which such holder is entitled pursuant to, this Article II. (c) No dividends or other distributions with respect to Parent Common Stock shall be paid to the holder of any unsurrendered Certificate with respect to the shares of Parent Common Stock represented thereby, in each case unless and until the surrender of such Certificate in accordance with this Article II. Subject to the effect of applicable abandoned property, escheat or similar laws, following surrender of any such Certificate in accordance with this Article II the record holder thereof shall be entitled to receive, without interest, (i) the amount of dividends or other distributions with a record date after the Effective Time theretofore payable with respect to the whole shares of Parent Common Stock represented by such Certificate and not paid and/or (ii) at the appropriate payment date, the amount of dividends or other distributions payable with respect to shares of Parent Common Stock represented by such Certificate with a record date after the Effective Time (but before such surrender date) and with a payment date subsequent to the issuance of the Parent Common Stock issuable with respect to such Certificate. (d) In the event of a transfer of ownership of a Certificate representing Company Common Stock that is not registered in the stock transfer records of Company, the proper amount of cash and/or shares of Parent Common Stock shall be paid or issued in exchange therefor to a person other than the person in whose name the Certificate so surrendered is registered if the Certificate formerly representing such Company Common Stock shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment or issuance shall pay any transfer or other similar Taxes required by reason of the payment or issuance to a person other than the registered holder of the Certificate or establish to the satisfaction of Parent that the Tax has been paid or is not applicable. The Exchange Agent (or, subsequent to the first anniversary of the Effective Time, Parent) shall be entitled to deduct and withhold from any cash portion of the Merger Consideration, any cash in lieu of fractional shares of Parent Common Stock, cash dividends or distributions payable pursuant to Section 2.14(c) hereof and any other cash amounts otherwise payable pursuant to this Agreement to any holder of Company Common Stock (including with respect to any Dissenting Shares) such amounts as the Exchange Agent or Parent, as the case may be, is required to deduct and withhold under the Code, or any provision of state, local or foreign Tax law, with respect to the making of such payment. To the extent the amounts are so withheld by the Exchange Agent or Parent, as the case may be, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of shares of Company Common Stock in respect of whom such deduction and withholding was made by the Exchange Agent or Parent, as the case may be. (e) After the Effective Time, there shall be no transfers on the stock transfer books of Company of any shares of Company Common Stock that were issued and outstanding immediately prior to the Effective Time other than to settle transfers of Company Common Stock that occurred prior to the Effective Time. If, after the Effective Time, Certificates representing such shares are presented for transfer to the Exchange Agent, they shall be cancelled and exchanged for the Merger Consideration and any cash in lieu of fractional shares of Parent Common Stock to be issued or paid in consideration therefor in accordance with Section 2.7 and the procedures set forth in this Article II. (f) Notwithstanding anything to the contrary contained in this Agreement, no certificates or scrip representing fractional shares of Parent Common Stock shall be issued upon the surrender of Certificates for exchange, no dividend or distribution with respect to Parent Common Stock shall be payable on or with respect to any fractional share, and such fractional share interests shall not entitle the owner thereof to vote or to any other rights of a shareholder of Parent. In lieu of the issuance of any such fractional share, Parent shall pay to each former shareholder of Company who otherwise would be entitled to receive such fractional share, an amount in cash (rounded to the nearest whole cent) determined by multiplying (i) the Parent Share Price by (ii) the fraction of a share (after taking into account all shares of Company Common Stock held by such holder at the Effective Time and rounded to the nearest one thousandth when expressed in decimal form) of Parent Common Stock to which such holder would otherwise be entitled to receive pursuant to Section 2.7. The parties acknowledge that payment of the cash consideration in lieu of issuing fractional shares was not separately bargain-for consideration but merely represents a mechanical rounding off for purposes of avoiding the expense and inconvenience to Parent that would otherwise be caused by the issuance of fractional shares. (g) Any portion of the Exchange Fund that remains unclaimed by the shareholders of Company as of the first anniversary of the Effective Time shall be paid to Parent. Any former shareholders of Company who have not theretofore complied with this Article II shall thereafter look only to Parent with respect to the Merger Consideration, any cash in lieu of any fractional shares and any unpaid dividends and distributions on the Parent Common Stock deliverable in respect of each share of Company Common Stock such shareholder holds as determined pursuant to this Agreement, in each case, without any interest thereon. Any Merger Consideration remaining unclaimed as of a date which is immediately prior to such time as such amounts would otherwise escheat to or become property of any Governmental Entity shall, to the extent permitted by applicable law, become the property of Parent free and clear of any claims or interest of any Person previously entitled thereto. Notwithstanding the foregoing, none of Parent, Company, the Exchange Agent or any other person shall be liable to any former holder of shares of Company Common Stock for any amount delivered in good faith to a public official pursuant to applicable abandoned property, escheat or similar laws. (h) In the event any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Certificate to be lost, stolen or destroyed and, if reasonably required by Parent or the Exchange Agent, the posting by such person of a bond in such amount as Parent may determine is reasonably necessary as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate the Merger Consideration deliverable in respect thereof pursuant to this Agreement.

Delivery of Merger Consideration. (a) As soon as reasonably practicable after the Effective Time, the Exchange Agent shall mail to each holder of record of Certificate(s) which immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into the right to receive the Merger Consideration pursuant to Section 2.7 1.4 and any cash in lieu of fractional shares of Parent Common Stock to be issued or paid in consideration therefor who did not properly complete and submit an Election Form, therefor (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to Certificate(s) shall pass, only upon delivery of Certificate(s) (or affidavits of loss in lieu of such Certificate(sCertificates))) (the “Letter of Transmittal”) to the Exchange Agent and shall be substantially in such form and have such other provisions as shall be prescribed by the Exchange Agent Agreement (the “Letter of Transmittal”) and (ii) instructions for use in surrendering Certificate(s) in exchange for the Merger Consideration and Consideration, any cash in lieu of fractional shares of Parent Common Stock to be issued or paid in consideration therefor in accordance with Section 2.14(f) upon surrender of such Certificate and any dividends or distributions to which such holder is entitled pursuant to Section 2.14(c2.3(c). (b) Upon surrender to the Exchange Agent of its Certificate(s)Certificate or Certificates, accompanied by a properly completed Form of Election or a properly completed Letter of Transmittal, a holder of Company Common Stock will be entitled to receive, receive promptly after the Effective Time, Time the Merger Consideration (elected or deemed elected by it, subject to, and in accordance with Sections 2.7 and 2.8) and any cash in lieu of fractional shares of Parent Common Stock to be issued or paid in consideration therefor in respect of the shares of Company Common Stock represented by its Certificate(s)Certificate or Certificates. Until so surrendered, each such Certificate shall represent after the Effective Time, for all purposes, only the right to receive, without interest, the Merger Consideration and any cash in lieu of fractional shares of Parent Common Stock to be issued or paid in consideration therefor upon surrender of such Certificate in accordance with, and any dividends or distributions to which such holder is entitled pursuant to, this Article II. (c) No dividends or other distributions with respect to Parent Common Stock shall be paid to the holder of any unsurrendered Certificate with respect to the shares of Parent Common Stock represented thereby, in each case unless and until the surrender of such Certificate in accordance with this Article II. Subject to the effect of applicable abandoned property, escheat or similar laws, following surrender of any such Certificate in accordance with this Article II II, the record holder thereof shall be entitled to receive, without interest, (i) the amount of dividends or other distributions with a record date after the Effective Time theretofore payable with respect to the whole shares of Parent Common Stock represented by such Certificate and not paid and/or (ii) at the appropriate payment date, the amount of dividends or other distributions payable with respect to shares of Parent Common Stock represented by such Certificate with a record date after the Effective Time (but before such surrender date) and with a payment date subsequent to the issuance of the Parent Common Stock issuable with respect to such Certificate. (d) In the event of a transfer of ownership of a Certificate representing Company Common Stock that is not registered in the stock transfer records of Company, the proper amount of cash and/or shares of Parent Common Stock and cash in lieu of fractional shares of Parent Common Stock comprising the Merger Consideration shall be issued or paid or issued in exchange therefor to a person other than the person in whose name the Certificate so surrendered is registered if the Certificate formerly representing such Company Common Stock shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment or issuance shall pay any transfer or other similar Taxes required by reason of the payment or issuance to a person other than the registered holder of the Certificate or establish to the satisfaction of Parent that the Tax has been paid or is not applicable. The Exchange Agent (or, subsequent to the first earlier of (x) the one-year anniversary of the Effective TimeTime and (y) the expiration or termination of the Exchange Agent Agreement, Parent) shall be entitled to deduct and withhold from any cash portion of the Merger Consideration, any cash in lieu of fractional shares of Parent Common Stock, cash dividends or distributions payable pursuant to Section 2.14(c) hereof and any other cash amounts Stock otherwise payable pursuant to this Agreement to any holder of Company Common Stock (including with respect to any Dissenting Shares) such amounts as the Exchange Agent or Parent, as the case may be, is required to deduct and withhold under the Code, or any provision of state, local or foreign Tax law, with respect to the making of such payment. To the extent the amounts are so withheld by the Exchange Agent or Parent, as the case may be, and timely paid over to the appropriate Governmental Entity, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of shares of Company Common Stock in respect of whom such deduction and withholding was made by the Exchange Agent or Parent, as the case may be. (e) After the Effective Time, there shall be no transfers on the stock transfer books of Company of any the shares of Company Common Stock that were issued and outstanding immediately prior to the Effective Time other than to settle transfers of Company Common Stock that occurred prior to the Effective Time. If, after the Effective Time, Certificates representing such shares are presented for transfer to the Exchange Agent, they shall be cancelled and exchanged for the Merger Consideration and any cash in lieu of fractional shares of Parent Common Stock to be issued or paid in consideration therefor in accordance with Section 2.7 and the procedures set forth in this Article II. (f) Notwithstanding anything to the contrary contained in this Agreement, no certificates or scrip representing fractional shares of Parent Common Stock shall be issued upon the surrender of Certificates for exchange, no dividend or distribution with respect to Parent Common Stock shall be payable on or with respect to any fractional share, and such fractional share interests shall not entitle the owner thereof to vote or to any other rights of a shareholder stockholder of Parent. In lieu of the issuance of any such fractional share, Parent shall pay to each former shareholder stockholder of Company who otherwise would be entitled to receive such fractional share, share an amount in cash (rounded to the nearest whole cent) determined by multiplying (i) the average, rounded to the nearest one ten thousandth, of the closing sale prices of Parent Share Price Common Stock on the New York Stock Exchange (the “NYSE”) as reported by The Wall Street Journal for the five trading days immediately preceding the date of the Effective Time by (ii) the fraction of a share (after taking into account all shares of Company Common Stock held by such holder at the Effective Time and rounded to the nearest one thousandth when expressed in decimal form) of Parent Common Stock to which such holder would otherwise be entitled to receive pursuant to Section 2.7. The parties acknowledge that payment of the cash consideration in lieu of issuing fractional shares was not separately bargain-for consideration but merely represents a mechanical rounding off for purposes of avoiding the expense and inconvenience to Parent that would otherwise be caused by the issuance of fractional shares1.4. (g) Any portion of the Exchange Fund that remains unclaimed by the shareholders stockholders of Company as of the first anniversary of the Effective Time shall may be paid to Parent. Any In such event, any former shareholders stockholders of Company who have not theretofore complied with this Article II shall thereafter look only to Parent with respect to the Merger Consideration, any cash in lieu of any fractional shares and any unpaid dividends and distributions on the Parent Common Stock deliverable in respect of each share of Company Common Stock such shareholder stockholder holds as determined pursuant to this Agreement, in each case, without any interest thereon. Any Merger Consideration remaining unclaimed as of a date which is immediately prior to such time as such amounts would otherwise escheat to or become property of any Governmental Entity shall, to the extent permitted by applicable law, become the property of Parent free and clear of any claims or interest of any Person previously entitled thereto. Notwithstanding the foregoing, none of Parent, the Surviving Company, the Exchange Agent or any other person shall be liable to any former holder of shares of Company Common Stock for any amount delivered in good faith to a public official pursuant to applicable abandoned property, escheat or similar laws. (h) In the event any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Certificate to be lost, stolen or destroyed and, if reasonably required by Parent or the Exchange Agent, the posting by such person of a bond in such amount as Parent may determine is reasonably necessary as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate the Merger Consideration deliverable in respect thereof pursuant to this Agreement.

Delivery of Merger Consideration. (ai) As soon as reasonably practicable after the Effective Time, the Exchange Agent shall mail to each holder of record of Certificate(s) which immediately prior to the Effective Time represented outstanding shares of Company CBKN Common Stock whose shares were converted into the right to receive the Merger Consideration pursuant to Section 2.7 1 and any cash in lieu of fractional shares of Parent NAFH Class A Common Stock to be issued or paid in consideration therefor who did not properly complete and submit an Election Form, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to Certificate(s) shall pass, only upon delivery of Certificate(s) (or affidavits of loss in lieu of such Certificate(sCertificates))) (the “Letter of Transmittal”) to the Exchange Agent and shall be substantially in such form and have such other provisions as shall be prescribed by the Exchange Agent Agreement and (the “Letter of Transmittal”), (ii) instructions for use in surrendering Certificate(s) in exchange for the Merger Consideration and (iii) on the Fractional Share Deposit Date (or as soon as reasonably practicable thereafter), any cash in lieu of fractional shares of Parent NAFH Class A Common Stock to be issued or paid in consideration therefor in accordance with Section 2.14(f) upon surrender of such Certificate and any dividends or distributions to which such holder is entitled pursuant to Section 2.14(c)therefor. (bii) Upon surrender to the Exchange Agent of its Certificate(s)Certificate or Certificates, accompanied by a properly completed Form of Election or a properly completed Letter of Transmittal, a holder of Company CBKN Common Stock will be entitled to receive, receive promptly after the Effective Time, Time the Merger Consideration (elected or deemed elected by it, subject to, and in accordance with Sections 2.7 and 2.8) and any cash in lieu of fractional shares of Parent NAFH Class A Common Stock to be issued or paid in consideration therefor in respect of the shares of Company CBKN Common Stock represented by its Certificate(s)Certificate or Certificates. Until so surrendered, each such Certificate shall represent after the Effective Time, for all purposes, only the right to receive, without interest, the Merger Consideration and any cash in lieu of fractional shares of Parent NAFH Class A Common Stock to be issued or paid in consideration therefor upon surrender of such Certificate in accordance with, and any dividends or distributions to which such holder is entitled pursuant to, with this Article IISection 2.2. (c) No dividends or other distributions with respect to Parent Common Stock shall be paid to the holder of any unsurrendered Certificate with respect to the shares of Parent Common Stock represented thereby, in each case unless and until the surrender of such Certificate in accordance with this Article II. Subject to the effect of applicable abandoned property, escheat or similar laws, following surrender of any such Certificate in accordance with this Article II the record holder thereof shall be entitled to receive, without interest, (i) the amount of dividends or other distributions with a record date after the Effective Time theretofore payable with respect to the whole shares of Parent Common Stock represented by such Certificate and not paid and/or (ii) at the appropriate payment date, the amount of dividends or other distributions payable with respect to shares of Parent Common Stock represented by such Certificate with a record date after the Effective Time (but before such surrender date) and with a payment date subsequent to the issuance of the Parent Common Stock issuable with respect to such Certificate. (diii) In the event of a transfer of ownership of a Certificate representing Company CBKN Common Stock that is not registered in the stock transfer records of CompanyCBKN, the proper amount of cash and/or shares of Parent NAFH Class A Common Stock and cash in lieu of fractional shares of NAFH Class A Common Stock comprising the Merger Consideration shall be issued or paid or issued in exchange therefor to a person other than the person in whose name the Certificate so surrendered is registered if the Certificate formerly representing such Company CBKN Common Stock shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment or issuance shall pay any transfer or other similar Taxes taxes required by reason of the payment or issuance to a person other than the registered holder of the Certificate or establish to the satisfaction of Parent NAFH that the Tax tax has been paid or is not applicable. The Exchange Agent (or, subsequent to the first earlier of (x) the one-year anniversary of the Effective TimeTime and (y) the expiration or termination of the Exchange Agent Agreement, ParentNAFH) shall be entitled to deduct and withhold from any cash portion of the Merger Consideration, any cash in lieu of fractional shares of Parent NAFH Class A Common Stock, cash dividends or distributions payable pursuant to Section 2.14(c) hereof and any other cash amounts Stock otherwise payable pursuant to this Agreement to any holder of Company CBKN Common Stock (including with respect to any Dissenting Shares) such amounts as the Exchange Agent or ParentNAFH, as the case may be, is required to deduct and withhold under the Code, or any provision of state, local or foreign Tax tax law, with respect to the making of such payment. To the extent the amounts are so withheld by the Exchange Agent or ParentNAFH, as the case may be, and timely paid over to the appropriate governmental authority, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of shares of Company CBKN Common Stock in respect of whom such deduction and withholding was made by the Exchange Agent or ParentNAFH, as the case may be. (eiv) After the Effective Time, there shall be no transfers on the stock transfer books of Company CBKN of any the shares of Company CBKN Common Stock that were issued and outstanding immediately prior to the Effective Time other than to settle transfers of Company CBKN Common Stock that occurred prior to the Effective Time. If, after the Effective Time, Certificates representing such shares are presented for transfer to the Exchange Agent, they shall be cancelled and exchanged for the Merger Consideration and any cash in lieu of fractional shares of Parent NAFH Class A Common Stock to be issued or paid in consideration therefor in accordance with Section 2.7 and the procedures set forth in this Article IISection 2.2. (f) Notwithstanding anything to the contrary contained in this Agreement, no certificates or scrip representing fractional shares of Parent Common Stock shall be issued upon the surrender of Certificates for exchange, no dividend or distribution with respect to Parent Common Stock shall be payable on or with respect to any fractional share, and such fractional share interests shall not entitle the owner thereof to vote or to any other rights of a shareholder of Parent. In lieu of the issuance of any such fractional share, Parent shall pay to each former shareholder of Company who otherwise would be entitled to receive such fractional share, an amount in cash (rounded to the nearest whole cent) determined by multiplying (i) the Parent Share Price by (ii) the fraction of a share (after taking into account all shares of Company Common Stock held by such holder at the Effective Time and rounded to the nearest one thousandth when expressed in decimal form) of Parent Common Stock to which such holder would otherwise be entitled to receive pursuant to Section 2.7. The parties acknowledge that payment of the cash consideration in lieu of issuing fractional shares was not separately bargain-for consideration but merely represents a mechanical rounding off for purposes of avoiding the expense and inconvenience to Parent that would otherwise be caused by the issuance of fractional shares. (gv) Any portion of the Exchange Fund that remains unclaimed by the shareholders stockholders of Company CBKN as of the first anniversary of the Effective Time shall may be paid to ParentNAFH. Any In such event, any former shareholders stockholders of Company CBKN who have not theretofore complied with this Article II Section 2.2 shall thereafter look only to Parent NAFH with respect to the Merger Consideration, Consideration and any cash in lieu of any fractional shares and any unpaid dividends and distributions on the Parent Common Stock deliverable in respect of each share of Company Common Stock such shareholder holds as determined pursuant to this Agreementshares, in each case, without any interest thereon. Any Merger Consideration remaining unclaimed as of a date which is immediately prior to such time as such amounts would otherwise escheat to or become property of any Governmental Entity shall, to the extent permitted by applicable law, become the property of Parent free and clear of any claims or interest of any Person previously entitled thereto. Notwithstanding the foregoing, none of ParentNAFH, CompanyCBKN, the Exchange Agent or any other person shall be liable to any former holder of shares of Company CBKN Common Stock for any amount delivered in good faith to a public official pursuant to applicable abandoned property, escheat or similar laws. (hvi) In the event any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Certificate to be lost, stolen or destroyed and, if reasonably required by Parent NAFH or the Exchange Agent, the posting by such person of a bond in such amount as Parent NAFH may determine is reasonably necessary as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate the Merger Consideration deliverable in respect thereof pursuant to this Agreement.

Delivery of Merger Consideration. (a) As soon as reasonably practicable after the Effective Time, the Exchange Agent shall mail to each holder of record of Certificate(s) which immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into the right to receive the Merger Consideration pursuant to Section 2.7 and any cash in lieu of fractional shares of Parent Common Stock to be issued or paid in consideration therefor who did not properly complete and submit an Election Form, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to Certificate(s) shall pass, only upon delivery of Certificate(s) (or affidavits of loss in lieu of such Certificate(s))) (the “Letter of Transmittal”) Upon surrender to the Exchange Agent and shall be substantially in such form and have such other provisions as shall be prescribed of its Certificate(s) or Book-Entry Share(s), accompanied by a properly completed Letter of Transmittal timely delivered to the Exchange Agent Agreement and (ii) instructions for use in surrendering Certificate(s) in exchange for Agent, a Holder will be entitled to receive such Holder’s pro rata portion of the Merger Consideration and any cash in lieu of fractional shares of Parent CenterState Common Stock to be issued or paid in consideration therefor in accordance (with Section 2.14(f) upon surrender of such Certificate and any dividends or distributions to which such holder is entitled pursuant to Section 2.14(c). (b) Upon surrender cash rounded to the Exchange Agent of its Certificate(s), accompanied by a properly completed Form of Election or a properly completed Letter of Transmittal, a holder of Company Common Stock will be entitled to receive, promptly after the Effective Time, the Merger Consideration (elected or deemed elected by it, subject to, and in accordance with Sections 2.7 and 2.8nearest whole cent) and any cash in lieu of fractional shares of Parent Common Stock to be issued or paid in consideration therefor in respect of the shares of Company HCBF Common Stock represented by its Certificate(s)such Holder’s Certificates or Book-Entry Shares. Until so surrendered, CenterState shall use commercially reasonable efforts to cause the Exchange Agent to provide to each such Certificate shall represent after the Effective Time, for all purposes, only the right to receive, without interest, Holder their pro rata portion of the Merger Consideration and any cash in lieu of fractional shares of Parent CenterState Common Stock to be issued or paid in consideration therefor upon surrender (with such cash rounded to the nearest whole cent) in respect of the shares of HCBF Common Stock represented by such Certificate in accordance withHolder’s Certificates or Book-Entry Shares promptly after the Effective Time. The Exchange Agent and CenterState, and any dividends or distributions as the case may be, shall not be obligated to deliver cash and/or shares of CenterState Common Stock to a Holder to which such holder is Holder would otherwise be entitled pursuant to, as a result of the Merger until such Holder surrenders the Certificates or Book-Entry Shares representing the shares of HCBF Common Stock for exchange as provided in this Article II, or, an appropriate affidavit of loss and indemnity agreement and/or a bond in such amount as may be reasonably required in each case by CenterState or the Exchange Agent. (cb) All shares of CenterState Common Stock to be issued pursuant to the Merger shall be deemed issued and outstanding as of the Effective Time and if ever a dividend or other distribution is declared by CenterState in respect of the CenterState Common Stock, the record date for which is at or after the Effective Time, that declaration shall include dividends or other distributions in respect of all shares of CenterState Common Stock issuable pursuant to this Agreement. No dividends or other distributions with in respect to Parent of the CenterState Common Stock shall be paid to the any holder of any unsurrendered Certificate with respect to the shares of Parent Common Stock represented thereby, in each case unless and or Book-Entry Share until the surrender of such Certificate or Book-Entry Share is surrendered for exchange in accordance with this Article II. Subject to the effect of applicable abandoned property, escheat or similar lawsLaws, following surrender of any such Certificate in accordance with this Article II the record holder thereof or Book-Entry Share, there shall be entitled issued and/or paid to receivethe holder of the certificates representing whole shares of CenterState Common Stock issued in exchange therefor, without interest, (i) at the amount time of such surrender, the dividends or other distributions with a record date after the Effective Time theretofore payable with respect to the such whole shares of Parent CenterState Common Stock represented by such Certificate and not paid and/or and (ii) at the appropriate payment date, the amount of dividends or other distributions payable with respect to such whole shares of Parent CenterState Common Stock represented by such Certificate with a record date after the Effective Time (but before such surrender date) and with a payment date subsequent to the issuance of the Parent Common Stock issuable with respect to such Certificatesurrender. (dc) In CenterState or the event of a transfer of ownership of a Certificate representing Company Common Stock that is not registered in the stock transfer records of CompanyExchange Agent, the proper amount of cash and/or shares of Parent Common Stock shall be paid or issued in exchange therefor to a person other than the person in whose name the Certificate so surrendered is registered if the Certificate formerly representing such Company Common Stock shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment or issuance shall pay any transfer or other similar Taxes required by reason of the payment or issuance to a person other than the registered holder of the Certificate or establish to the satisfaction of Parent that the Tax has been paid or is not as applicable. The Exchange Agent (or, subsequent to the first anniversary of the Effective Time, Parent) shall be entitled to deduct and withhold from any cash portion of the Merger Consideration, any cash in lieu of fractional shares of Parent Common Stock, cash dividends or distributions payable pursuant to Section 2.14(c) hereof and any other cash amounts otherwise payable pursuant to this Agreement to any holder of Company Common Stock (including with respect to any Dissenting Shares) Holder such amounts as the Exchange Agent or Parent, as the case may be, CenterState is required to deduct and withhold under the Code, or any provision of state, local or foreign Tax law, with respect applicable Law. Any amounts so deducted and withheld shall be remitted to the making of appropriate Governmental Authority and upon such payment. To the extent the amounts are so withheld by the Exchange Agent or Parent, as the case may be, such withheld amounts remittance shall be treated for all purposes of this Agreement as having been paid to the holder of shares of Company Common Stock Holder in respect of whom which such deduction and withholding was made by the Exchange Agent or Parent, as the case may be. (e) After the Effective Time, there shall be no transfers on the stock transfer books of Company of any shares of Company Common Stock that were issued and outstanding immediately prior to the Effective Time other than to settle transfers of Company Common Stock that occurred prior to the Effective Time. If, after the Effective Time, Certificates representing such shares are presented for transfer to the Exchange Agent, they shall be cancelled and exchanged for the Merger Consideration and any cash in lieu of fractional shares of Parent Common Stock to be issued or paid in consideration therefor in accordance with Section 2.7 and the procedures set forth in this Article II. (f) Notwithstanding anything to the contrary contained in this Agreement, no certificates or scrip representing fractional shares of Parent Common Stock shall be issued upon the surrender of Certificates for exchange, no dividend or distribution with respect to Parent Common Stock shall be payable on or with respect to any fractional share, and such fractional share interests shall not entitle the owner thereof to vote or to any other rights of a shareholder of Parent. In lieu of the issuance of any such fractional share, Parent shall pay to each former shareholder of Company who otherwise would be entitled to receive such fractional share, an amount in cash (rounded to the nearest whole cent) determined by multiplying (i) the Parent Share Price by (ii) the fraction of a share (after taking into account all shares of Company Common Stock held by such holder at the Effective Time and rounded to the nearest one thousandth when expressed in decimal form) of Parent Common Stock to which such holder would otherwise be entitled to receive pursuant to Section 2.7. The parties acknowledge that payment of the cash consideration in lieu of issuing fractional shares was not separately bargain-for consideration but merely represents a mechanical rounding off for purposes of avoiding the expense and inconvenience to Parent that would otherwise be caused by the issuance of fractional shares. (g) Any portion of the Exchange Fund that remains unclaimed by the shareholders of Company as of the first anniversary of the Effective Time shall be paid to Parent. Any former shareholders of Company who have not theretofore complied with this Article II shall thereafter look only to Parent with respect to the Merger Consideration, any cash in lieu of any fractional shares and any unpaid dividends and distributions on the Parent Common Stock deliverable in respect of each share of Company Common Stock such shareholder holds as determined pursuant to this Agreement, in each case, without any interest thereon. Any Merger Consideration remaining unclaimed as of a date which is immediately prior to such time as such amounts would otherwise escheat to or become property of any Governmental Entity shall, to the extent permitted by applicable law, become the property of Parent free and clear of any claims or interest of any Person previously entitled thereto. Notwithstanding the foregoing, none of Parent, Company, the Exchange Agent or any other person shall be liable to any former holder of shares of Company Common Stock for any amount delivered in good faith to a public official pursuant to applicable abandoned property, escheat or similar laws. (h) In the event any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Certificate to be lost, stolen or destroyed and, if reasonably required by Parent CenterState or the Exchange Agent, the posting by such person of a bond in such amount as Parent may determine is reasonably necessary as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate the Merger Consideration deliverable in respect thereof pursuant to this Agreementapplicable.

Delivery of Merger Consideration. (a) Promptly after the Effective Time, Parent shall deposit or cause to be deposited in trust (the "PAYMENT FUND") with an agent designated by Parent (the "PAYMENT AGENT") for the benefit of the holders of certificates representing the shares of Company Common Stock issued and outstanding as of the Effective Time (collectively "CERTIFICATES"), the aggregate Merger Consideration, as and when needed, to be paid in respect of the shares of Company Common Stock. The Payment Fund shall not be used for any other purpose. The Payment Fund may be invested by the Payment Agent, as directed by Surviving Corporation, in (i) obligations of or guaranteed by the United States, (ii) commercial paper rated A-1, P-1 or A-2, P-2, and (iii) certificates of deposit, bank repurchase agreements and bankers acceptances of any bank or trust company organized under federal law or under the law of any state of the United States or of the District of Columbia that has capital, surplus and undivided profits of at least $1 billion or in money market funds which are invested substantially in such investments. Any net earnings with respect thereto shall be paid to the Surviving Corporation as and when requested by the Surviving Corporation. (b) As soon as reasonably practicable after the Effective Time, Parent will instruct the Exchange Payment Agent shall to mail to each holder of record of Certificate(s) which Company Common Stock immediately prior to before the Effective Time represented outstanding (excluding any shares of Company Common Stock whose shares were converted into the right to receive the Merger Consideration cancelled pursuant to Section 2.7 and any cash in lieu of fractional shares of Parent Common Stock to be issued or paid in consideration therefor who did not properly complete and submit an Election Form, 2.8): (i1) a letter of transmittal (the "LETTER OF TRANSMITTAL") (which shall will specify that delivery shall will be effected, and risk of loss and title to Certificate(s) shall the Certificates will pass, only upon delivery of Certificate(s) (or affidavits of loss in lieu of such Certificate(s))) (the “Letter of Transmittal”) Certificates to the Exchange Payment Agent and shall will be substantially in such form and have such other provisions as shall be prescribed by the Exchange Agent Agreement and Parent reasonably specifies), and (ii2) instructions for use in surrendering Certificate(s) effecting the surrender of each Certificate in exchange for the aggregate Merger Consideration and any cash in lieu of fractional shares of Parent Common Stock with respect to be issued or paid in consideration therefor in accordance with Section 2.14(f) upon surrender of such Certificate and any dividends or distributions to which such holder is entitled pursuant to Section 2.14(c). (b) Upon surrender to the Exchange Agent of its Certificate(s), accompanied by a properly completed Form of Election or a properly completed Letter of Transmittal, a holder of Company Common Stock will be entitled to receive, promptly after the Effective Time, the Merger Consideration (elected or deemed elected by it, subject to, and in accordance with Sections 2.7 and 2.8) and any cash in lieu of fractional shares of Parent Common Stock to be issued or paid in consideration therefor in respect of the shares of Company Common Stock formerly represented by its Certificate(s). Until so surrendered, each such Certificate shall represent after the Effective Time, for all purposes, only the right to receive, without interest, the Merger Consideration and any cash in lieu of fractional shares of Parent Common Stock to be issued or paid in consideration therefor upon surrender of such Certificate in accordance with, and any dividends or distributions to which such holder is entitled pursuant to, this Article IIthereby. (c) No dividends or other distributions with respect Parent and the Surviving Corporation shall cause the Payment Agent to Parent Common Stock shall be paid pay to the holder holders of a Certificate, as soon as practicable after receipt of any unsurrendered Certificate with respect to the shares of Parent Common Stock represented thereby, (or in each case unless and until the surrender of such Certificate in accordance with this Article II. Subject to the effect of applicable abandoned property, escheat or similar laws, following surrender lieu of any such Certificate which has been lost, stolen or destroyed, an affidavit of lost, stolen or destroyed share certificates (including customary indemnity or bond against loss) in form and substance reasonably satisfactory to Parent) together with the Letter of Transmittal, duly executed, and such other documents as Parent or the Payment Agent reasonably request, in exchange therefor a check in the amount equal to the cash, if any, which such holder has the right to receive pursuant to the provisions of this ARTICLE II. No interest shall be paid or accrued on any cash payable upon the surrender of any Certificate. Each Certificate surrendered in accordance with the provisions of this Article II the record holder thereof Section 2.9(c) shall be entitled to receive, without interest, (i) the amount of dividends or other distributions with a record date after the Effective Time theretofore payable with respect to the whole shares of Parent Common Stock represented by such Certificate and not paid and/or (ii) at the appropriate payment date, the amount of dividends or other distributions payable with respect to shares of Parent Common Stock represented by such Certificate with a record date after the Effective Time (but before such surrender date) and with a payment date subsequent to the issuance of the Parent Common Stock issuable with respect to such Certificatecancelled forthwith. (d) In the event of a transfer of ownership of a Certificate representing shares of Company Common Stock that which is not registered in the stock transfer records of the Company, the proper amount of cash and/or Merger Consideration may be paid to the transferee only if (i) the Certificate representing such shares of Parent Company Common Stock shall be surrendered to the Payment Agent in accordance with Section 2.9(c) hereof is properly endorsed for transfer or is accompanied by appropriate and properly endorsed stock powers and is otherwise in proper form to effect such transfer, (ii) the person requesting such transfer pays to the Payment Agent any transfer or other taxes payable by reason of such transfer or establishes to the satisfaction of the Payment Agent that such taxes have been paid or are not required to be paid, and (iii) such person establishes to the reasonable satisfaction of Parent that such transfer would not violate any applicable federal or state securities laws. (e) At and after the Effective Time, each holder of a Certificate that represented issued and outstanding shares of Company Common Stock immediately prior to the Effective Time shall cease to have any rights as a stockholder of the Company, except for the right to surrender his or her Certificate in exchange therefor to a person other than for the person in whose name Merger Consideration multiplied by the number of shares represented by such Certificate so surrendered is registered if the Certificate formerly representing such and except as otherwise provided by applicable law, and no transfer of shares of Company Common Stock shall be properly endorsed or otherwise be in proper form for made on the stock transfer and the person requesting such payment or issuance shall pay any transfer or other similar Taxes required by reason books of the payment or issuance to a person other than the registered holder of the Certificate or establish to the satisfaction of Parent that the Tax has been paid or is not applicableSurviving Corporation. The Exchange Agent (orIf, subsequent to the first anniversary of after the Effective Time, ParentCertificates are presented to the Surviving Corporation or the Payment Agent for any reason, they will be canceled and exchanged as provided in this ARTICLE II, except as otherwise provided by applicable law. (f) The Merger Consideration paid in the Merger shall be entitled to deduct and withhold from any cash portion of the Merger Consideration, any cash in lieu of fractional shares of Parent Common Stock, cash dividends or distributions payable pursuant to Section 2.14(c) hereof and any other cash amounts otherwise payable pursuant to this Agreement to any holder of Company Common Stock (including with respect to any Dissenting Shares) such amounts as the Exchange Agent or Parent, as the case may be, is required to deduct and withhold under the Code, or any provision of state, local or foreign Tax law, with respect to the making of such payment. To the extent the amounts are so withheld by the Exchange Agent or Parent, as the case may be, such withheld amounts shall be treated for all purposes of this Agreement as having been paid net to the holder of shares of Company Common Stock in respect of whom cash, and without interest thereon, subject to reduction only for any applicable withholding taxes and, but only if the Merger Consideration is to be paid other than to the registered holder, any applicable stock transfer taxes payable by such deduction and withholding was made by the Exchange Agent or Parent, as the case may beholder. (eg) After Promptly following the date which is one year after the Effective Time, there the Payment Agent shall be no transfers on deliver to the stock transfer books Surviving Corporation all cash, certificates and other documents in its possession relating to the transactions contemplated hereby, and the Payment Agent's duties shall terminate. Thereafter, each holder of Company of any a certificate representing shares of Company Common Stock that were issued and outstanding immediately prior (other than certificates representing Dissenting Shares) may surrender such certificate to the Effective Time other than Surviving Corporation and (subject to settle transfers of Company Common Stock that occurred prior to the Effective Time. Ifany applicable abandoned property, after the Effective Time, Certificates representing such shares are presented for transfer to the Exchange Agent, they shall be cancelled and exchanged for the Merger Consideration and any cash in lieu of fractional shares of Parent Common Stock to be issued escheat or paid similar law) receive in consideration therefor in accordance with Section 2.7 and the procedures set forth in this Article II. (f) Notwithstanding anything to the contrary contained in this Agreement, no certificates or scrip representing fractional shares of Parent Common Stock shall be issued upon the surrender of Certificates for exchange, no dividend or distribution with respect to Parent Common Stock shall be payable on or with respect to any fractional share, and such fractional share interests shall not entitle the owner thereof to vote or to any other rights of a shareholder of Parent. In lieu of the issuance of any such fractional share, Parent shall pay to each former shareholder of Company who otherwise would be entitled to receive such fractional share, an amount in cash (rounded to the nearest whole cent) determined by multiplying (i) the Parent Share Price by (ii) the fraction of a share (after taking into account all shares of Company Common Stock held by such holder at the Effective Time and rounded to the nearest one thousandth when expressed in decimal form) of Parent Common Stock to which such holder would otherwise be entitled to receive pursuant to Section 2.7. The parties acknowledge that payment of the cash consideration in lieu of issuing fractional shares was not separately bargain-for consideration but merely represents a mechanical rounding off for purposes of avoiding the expense and inconvenience to Parent that would otherwise be caused by the issuance of fractional shares. (g) Any portion of the Exchange Fund that remains unclaimed by the shareholders of Company as of the first anniversary of the Effective Time shall be paid to Parent. Any former shareholders of Company who have not theretofore complied with this Article II shall thereafter look only to Parent with respect to the aggregate Merger Consideration, any cash in lieu of any fractional shares and any unpaid dividends and distributions on the Parent Common Stock deliverable in respect of each share of Company Common Stock such shareholder holds as determined pursuant to this Agreement, in each caseConsideration relating thereto, without any interest thereon. Any Merger Consideration remaining unclaimed as of a date which is immediately prior to such time as such amounts would otherwise escheat to or become property of any Governmental Entity shall, to the extent permitted by applicable law, become the property of Parent free and clear of any claims or interest of any Person previously entitled thereto. Notwithstanding the foregoing, none of Parent, Companythe Surviving Corporation, the Exchange Company or the Payment Agent or any other person shall be liable to any former a holder of shares of Company Common Stock a Certificate for any amount Merger Consideration properly delivered in good faith to a public official pursuant to any applicable abandoned property, escheat or similar lawslaw. (h) In the event any Certificate shall have been lost, stolen or destroyed, upon the making Any portion of an affidavit of that fact by the person claiming such Certificate to be lost, stolen or destroyed and, if reasonably required by Parent or the Exchange Agent, the posting by such person of a bond in such amount as Parent may determine is reasonably necessary as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate the Merger Consideration deliverable in respect thereof made available to the Payment Agent pursuant to this AgreementSection 2.9(a) to pay for shares of Company Common Stock for which appraisal rights have been perfected shall be returned to Parent upon demand.

Delivery of Merger Consideration. (a) As soon as reasonably practicable after the Effective Time, the Exchange Agent shall mail to each holder of record of Certificate(s) which immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into the right to receive the Merger Consideration pursuant to Section 2.7 and any cash in lieu of fractional shares of Parent Common Stock to be issued or paid in consideration therefor who did not properly complete and submit an Election Form, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to Certificate(s) shall pass, only upon delivery of Certificate(s) (or affidavits of loss in lieu of such Certificate(s))) (the “Letter of Transmittal”) Upon surrender to the Exchange Agent and shall be substantially in such form and have such other provisions as shall be prescribed by the Exchange Agent Agreement and (ii) instructions for use in surrendering of its Certificate(s) in exchange for or Book-Entry Share(s), accompanied by a properly completed Letter of Transmittal, a Holder will be entitled to receive the Merger Consideration and any cash in lieu of fractional shares of Parent Common Stock to be issued or paid in consideration therefor in accordance with Section 2.14(f) upon surrender of such Certificate and any dividends or distributions to which such holder is entitled pursuant to Section 2.14(c). (b) Upon surrender to the Exchange Agent of its Certificate(s), accompanied by a properly completed Form of Election or a properly completed Letter of Transmittal, a holder of Company Common Stock will be entitled to receive, promptly after the Effective Time, the Merger Consideration (elected or deemed elected by it, subject to, and in accordance with Sections 2.7 and 2.8) and any cash in lieu of fractional shares of Parent CenterState Common Stock to be issued or paid in consideration therefor in respect of the shares of Company Sunshine Common Stock represented by its Certificate(s)such Holder’s Certificates or Book-Entry Shares. Until so surrenderedThe Exchange Agent and CenterState, as the case may be, shall not be obligated to deliver cash and/or shares of CenterState Common Stock to a Holder to which such Holder would otherwise be entitled as a result of the Merger until such Holder surrenders the Certificates or Book-Entry Shares representing the shares of Sunshine Common Stock for exchange as provided in this Article II, or, an appropriate affidavit of loss and indemnity agreement and/or a bond in such amount as may be required in each such Certificate case by CenterState or the Exchange Agent. (b) All shares of CenterState Common Stock to be issued pursuant to the Merger shall represent be deemed issued and outstanding as of the Effective Time and if ever a dividend or other distribution is declared by CenterState in respect of the CenterState Common Stock, the record date for which is at or after the Effective Time, for that declaration shall include dividends or other distributions in respect of all purposes, only the right to receive, without interest, the Merger Consideration and any cash in lieu of fractional shares of Parent CenterState Common Stock issuable pursuant to be issued or paid in consideration therefor upon surrender of such Certificate in accordance with, and any dividends or distributions to which such holder is entitled pursuant to, this Article II. (c) Agreement. No dividends or other distributions with in respect to Parent of the CenterState Common Stock shall be paid to the any holder of any unsurrendered Certificate with respect to the shares of Parent Common Stock represented thereby, in each case unless and or Book-Entry Share until the surrender of such Certificate or Book-Entry Share is surrendered for exchange in accordance with this Article II. Subject to the effect of applicable abandoned property, escheat or similar lawsLaws, following surrender of any such Certificate in accordance with this Article II the record holder thereof or Book-Entry Share, there shall be entitled issued and/or paid to receivethe holder of the certificates representing whole shares of CenterState Common Stock issued in exchange therefor, without interest, (i) at the amount time of such surrender, the dividends or other distributions with a record date after the Effective Time theretofore payable with respect to the such whole shares of Parent CenterState Common Stock represented by such Certificate and not paid and/or and (ii) at the appropriate payment date, the amount of dividends or other distributions payable with respect to such whole shares of Parent CenterState Common Stock represented by such Certificate with a record date after the Effective Time (but before such surrender date) and with a payment date subsequent to the issuance of the Parent Common Stock issuable with respect to such Certificatesurrender. (dc) In CenterState (through the event of a transfer of ownership of a Certificate representing Company Common Stock that is not registered in the stock transfer records of CompanyExchange Agent, the proper amount of cash and/or shares of Parent Common Stock shall be paid or issued in exchange therefor to a person other than the person in whose name the Certificate so surrendered is registered if the Certificate formerly representing such Company Common Stock shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment or issuance shall pay any transfer or other similar Taxes required by reason of the payment or issuance to a person other than the registered holder of the Certificate or establish to the satisfaction of Parent that the Tax has been paid or is not applicable. The Exchange Agent (or, subsequent to the first anniversary of the Effective Time, Parent) shall be entitled to deduct and withhold from any cash portion of the Merger Consideration, any cash in lieu of fractional shares of Parent Common Stock, cash dividends or distributions payable pursuant to Section 2.14(c) hereof and any other cash amounts otherwise payable pursuant to this Agreement to any holder of Company Common Stock (including with respect to any Dissenting Shares) Holder such amounts as the Exchange Agent or Parent, as the case may be, CenterState is required to deduct and withhold under the Code, or any provision of state, local or foreign Tax law, with respect applicable Law. Any amounts so deducted and withheld shall be remitted to the making of appropriate Governmental Authority and upon such payment. To the extent the amounts are so withheld by the Exchange Agent or Parent, as the case may be, such withheld amounts remittance shall be treated for all purposes of this Agreement as having been paid to the holder of shares of Company Common Stock Holder in respect of whom which such deduction and withholding was made by the Exchange Agent or Parent, as the case may be. (e) After the Effective Time, there shall be no transfers on the stock transfer books of Company of any shares of Company Common Stock that were issued and outstanding immediately prior to the Effective Time other than to settle transfers of Company Common Stock that occurred prior to the Effective Time. If, after the Effective Time, Certificates representing such shares are presented for transfer to the Exchange Agent, they shall be cancelled and exchanged for the Merger Consideration and any cash in lieu of fractional shares of Parent Common Stock to be issued or paid in consideration therefor in accordance with Section 2.7 and the procedures set forth in this Article II. (f) Notwithstanding anything to the contrary contained in this Agreement, no certificates or scrip representing fractional shares of Parent Common Stock shall be issued upon the surrender of Certificates for exchange, no dividend or distribution with respect to Parent Common Stock shall be payable on or with respect to any fractional share, and such fractional share interests shall not entitle the owner thereof to vote or to any other rights of a shareholder of Parent. In lieu of the issuance of any such fractional share, Parent shall pay to each former shareholder of Company who otherwise would be entitled to receive such fractional share, an amount in cash (rounded to the nearest whole cent) determined by multiplying (i) the Parent Share Price by (ii) the fraction of a share (after taking into account all shares of Company Common Stock held by such holder at the Effective Time and rounded to the nearest one thousandth when expressed in decimal form) of Parent Common Stock to which such holder would otherwise be entitled to receive pursuant to Section 2.7. The parties acknowledge that payment of the cash consideration in lieu of issuing fractional shares was not separately bargain-for consideration but merely represents a mechanical rounding off for purposes of avoiding the expense and inconvenience to Parent that would otherwise be caused by the issuance of fractional shares. (g) Any portion of the Exchange Fund that remains unclaimed by the shareholders of Company as of the first anniversary of the Effective Time shall be paid to Parent. Any former shareholders of Company who have not theretofore complied with this Article II shall thereafter look only to Parent with respect to the Merger Consideration, any cash in lieu of any fractional shares and any unpaid dividends and distributions on the Parent Common Stock deliverable in respect of each share of Company Common Stock such shareholder holds as determined pursuant to this Agreement, in each case, without any interest thereon. Any Merger Consideration remaining unclaimed as of a date which is immediately prior to such time as such amounts would otherwise escheat to or become property of any Governmental Entity shall, to the extent permitted by applicable law, become the property of Parent free and clear of any claims or interest of any Person previously entitled thereto. Notwithstanding the foregoing, none of Parent, Company, the Exchange Agent or any other person shall be liable to any former holder of shares of Company Common Stock for any amount delivered in good faith to a public official pursuant to applicable abandoned property, escheat or similar laws. (h) In the event any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Certificate to be lost, stolen or destroyed and, if reasonably required by Parent CenterState or the Exchange Agent, the posting by such person of a bond in such amount as Parent may determine is reasonably necessary as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate the Merger Consideration deliverable in respect thereof pursuant to this Agreementapplicable.

Delivery of Merger Consideration. (a) As soon as reasonably practicable after the Effective Time, the Exchange Agent shall mail to each holder of record of Certificate(s) which that immediately prior to before the Effective Time represented outstanding shares of Company Target Common Stock whose shares were converted into the right to receive the Merger Consideration pursuant to Section 2.7 1.4 and any cash in lieu of fractional shares of Parent Buyer Common Stock to be issued or paid in consideration therefor who did not properly complete and submit an Election Form, pursuant to Section 2.3(f): (i) a letter of transmittal (transmittal, which shall specify that delivery shall be effected, and risk of loss and title to Certificate(s) shall pass, only upon delivery of Certificate(s) (or customary affidavits of loss in lieu of such Certificate(s))) (Certificates and indemnification regarding the “Letter loss or destruction of Transmittal”such Certificates) to the Exchange Agent and shall be substantially in such form and have having such other provisions as shall be prescribed by the Exchange Agent Agreement (the “Letter of Transmittal”), and (ii) instructions for use in surrendering Certificate(s) (or customary affidavits of loss in lieu of such Certificates and indemnification regarding the loss or destruction of such Certificates) in exchange for the Merger Consideration and any cash in lieu of fractional shares of Parent Buyer Common Stock to be issued or paid in consideration therefor in accordance with Section 2.14(f2.3(f) upon surrender of such Certificate and any dividends or distributions to which such holder is entitled pursuant to Section 2.14(c2.3(c). (b) Upon surrender to the Exchange Agent of its Certificate(s)Certificate or Certificates, accompanied by a properly completed Form of Election or a properly completed Letter of Transmittal, a holder of Company Target Common Stock will be entitled to receive, receive promptly after the Effective Time, Time the Merger Consideration (elected or deemed elected by it, subject to, and in accordance with Sections 2.7 and 2.8the aggregate Cash Consideration paid to each such holder rounded to the nearest whole cent) and any cash in lieu of fractional shares of Parent Buyer Common Stock to be issued or paid in consideration therefor (with such cash rounded to the nearest whole cent) in respect of the shares of Company Target Common Stock represented by its Certificate(s)Certificate or Certificates. Until so surrendered, each such Certificate shall represent after the Effective Time, for all purposes, only the right to receive, without interest, receive the Merger Consideration and any cash in lieu of fractional shares of Parent Buyer Common Stock to be issued or paid in consideration therefor upon surrender of such Certificate in accordance with, and any dividends or distributions to which such holder is entitled pursuant to, this Article II. (c) No dividends or other distributions distributions, if any, payable with respect to Parent Buyer Common Stock shall be paid to the holder of any unsurrendered Certificate with respect to the shares of Parent Buyer Common Stock represented thereby, in each case unless and until the surrender of such Certificate in accordance with this Article II. Subject to the effect of applicable abandoned property, escheat or similar laws, following surrender of any such Certificate in accordance with this Article II II, the record holder thereof shall be entitled to receive, without interest, (i) the amount of dividends or other distributions distributions, if any, with a record date after the Effective Time theretofore payable with respect to the whole shares of Parent Buyer Common Stock represented by such Certificate and not paid and/or (ii) at the appropriate payment date, the amount of dividends or other distributions distributions, if any, payable with respect to shares of Parent Buyer Common Stock represented by such Certificate with a record date after the Effective Time (but before such surrender date) and with a payment date subsequent to the issuance of the Parent Buyer Common Stock issuable with respect to such Certificate. (d) In the event of a transfer of ownership of a Certificate representing Company Target Common Stock that is not registered in the stock transfer records of CompanyTarget, the proper amount of cash and/or shares of Parent Buyer Common Stock shall be paid or issued in exchange therefor to a person other than the person in whose name the Certificate so surrendered is registered if the Certificate formerly representing such Company Target Common Stock shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment or issuance shall pay any transfer or other similar Taxes required by reason of the payment or issuance to a person other than the registered holder of the Certificate or establish to the satisfaction of Parent Buyer that the Tax has been paid or is not applicable. The Exchange Agent (or, subsequent to the first anniversary of the Effective Time, ParentBuyer) shall be entitled to deduct and withhold from any the cash portion of the Merger Consideration, Consideration and any cash in lieu of fractional shares of Parent Buyer Common Stock, cash dividends or distributions payable pursuant to Section 2.14(c) hereof and any other cash amounts Stock otherwise payable pursuant to this Agreement to any holder of Company Target Common Stock (including with respect to any Dissenting Shares) such amounts as the Exchange Agent or ParentBuyer, as the case may be, is required to deduct and withhold under the Code, or any provision of state, local or foreign Tax law, with respect to the making of such payment. To the extent the amounts are so withheld by the Exchange Agent or ParentBuyer, as the case may be, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder Holder of shares of Company Target Common Stock in respect of whom such deduction and withholding was made by the Exchange Agent or ParentBuyer, as the case may be. (e) After the Effective Time, there shall be no transfers on the stock transfer books of Company Target of any the shares of Company Target Common Stock that were issued and outstanding immediately prior to before the Effective Time other than to settle transfers of Company Target Common Stock that occurred prior to before the Effective Time. If, after the Effective Time, Certificates representing such shares are presented for transfer to the Exchange Agent, they shall be cancelled and exchanged for the Merger Consideration and any cash in lieu of fractional shares of Parent Buyer Common Stock to be issued or paid in consideration therefor in accordance with Section 2.7 and the procedures set forth in this Article II. (f) Notwithstanding anything to the contrary contained in this Agreement, no certificates or scrip representing fractional shares of Parent Buyer Common Stock shall be issued upon the surrender of Certificates for exchange, no dividend or distribution with respect to Parent Buyer Common Stock shall be payable on or with respect to any fractional share, and such fractional share interests shall not entitle the owner thereof to vote or to any other rights of a shareholder of ParentBuyer. In lieu of the issuance of any such fractional share, Parent Buyer shall pay to each former shareholder of Company Target who otherwise would be entitled to receive such fractional share, share an amount in cash (rounded to the nearest whole cent) determined by multiplying (i) the Parent Per Share Price Amount by (ii) the fraction of a share (after taking into account all shares of Company Target Common Stock held by such holder at the Effective Time and rounded to the nearest one thousandth when expressed in decimal form) of Parent Buyer Common Stock to which such holder would otherwise be entitled to receive pursuant to Section 2.7. The parties acknowledge that payment of the cash consideration in lieu of issuing fractional shares was not separately bargain-for consideration but merely represents a mechanical rounding off for purposes of avoiding the expense and inconvenience to Parent that would otherwise be caused by the issuance of fractional shares1.4. (g) Any portion of the Exchange Fund that remains unclaimed by the shareholders of Company Target as of the first anniversary of the Effective Time shall be paid to ParentBuyer; provided, however, that Buyer shall comply with any applicable state escheat laws related to any such unclaimed portion of the Exchange Fund. Any In such event, any former shareholders of Company Target who have not theretofore complied with this Article II shall thereafter look only to Parent Buyer with respect to the Merger Consideration, any cash in lieu of any fractional shares and any unpaid dividends and distributions on the Parent Buyer Common Stock deliverable in respect of each share of Company Target Common Stock such shareholder holds as determined pursuant to this Agreement, in each case, without any interest thereon. Any Merger Consideration remaining unclaimed as of a date which is immediately prior to such time as such amounts would otherwise escheat to or become property of any Governmental Entity shall, to the extent permitted by applicable law, become the property of Parent free and clear of any claims or interest of any Person previously entitled thereto. Notwithstanding the foregoing, none of ParentBuyer, CompanyTarget, the Exchange Agent or any other person shall be liable to any former holder of shares of Company Target Common Stock for any amount delivered in good faith to a public official pursuant to applicable abandoned property, escheat or similar laws. (h) In the event If any Certificate shall have has been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Certificate to be lost, stolen or destroyed and, if reasonably required by Parent Buyer or the Exchange Agent, the posting by such person of a bond in such amount as Parent Buyer may determine is reasonably necessary as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate the Merger Consideration deliverable in respect thereof pursuant to this Agreement.

Delivery of Merger Consideration. (a) As soon as reasonably practicable after the Effective TimeTime (and in any event within five (5) days thereafter), and subject to the receipt by the Exchange Agent of a list of Seller's shareholders in a format that is reasonably acceptable to the Exchange Agent, the Exchange Agent shall mail to each holder of record of Certificate(s) which immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into the right to receive the Merger Consideration pursuant to Section 2.7 and any cash in lieu of fractional shares of Parent Common Stock to be issued or paid in consideration therefor who did not properly complete and submit an Election Forma Certificate, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to Certificate(s) each Certificate shall pass, only upon delivery of Certificate(s) such Certificate (or affidavits an affidavit of loss in lieu of such Certificate(s))) (the “Letter of Transmittal”Certificate) to the Exchange Agent and shall be substantially Agent) in such form and have such other provisions substance as shall be prescribed by the Exchange Agent Agreement (the "Letter of Transmittal") and (ii) instructions for use in surrendering Certificate(s) each Certificate in exchange for the Merger Consideration and Consideration, any cash in lieu of a fractional shares share of Parent Buyer Common Stock to be issued or paid in consideration therefor in accordance with Section 2.14(f) upon surrender of such Certificate and any dividends or distributions to which such holder is entitled pursuant to Section 2.14(c2.3(c). (b) Upon Within five (5) days after surrender to the Exchange Agent of its Certificate(s)Certificate or Certificates, accompanied by a properly completed Form of Election or a properly completed Letter of Transmittal, a such holder of Company Seller Common Stock will be entitled to receive, promptly after the Effective Time, receive the Merger Consideration (elected or deemed elected by itConsideration, subject to, and in accordance with Sections 2.7 and 2.8) and any cash in lieu of a fractional shares share of Parent Buyer Common Stock to be issued or paid in consideration therefor therefor, and any dividends or distributions to which such holder is entitled pursuant to Section 2.3(c), in respect of the shares of Company Seller Common Stock represented by its Certificate(s)such holder's Certificate or Certificates. Until so surrendered, each such Certificate shall represent after the Effective Time, for all purposes, only the right to receive, without interest, the Merger Consideration and Consideration, any cash in lieu of a fractional shares share of Parent Buyer Common Stock to be issued or paid in consideration therefor upon surrender of such Certificate in accordance with, and any dividends or distributions to which such holder is entitled pursuant to, this Article II. (c) No dividends or other distributions with respect to Parent Buyer Common Stock shall be paid to the holder of any unsurrendered Certificate with respect to the shares of Parent Buyer Common Stock represented thereby, in each case unless and until the surrender of such Certificate in accordance with this Article II. Subject to the effect of applicable abandoned property, escheat or similar laws, following surrender of any such Certificate in accordance with this Article II II, the record holder thereof shall be entitled to receive, without interest, and in addition to the other amounts set forth herein, (i) the amount of dividends or other distributions with a record date after the Effective Time theretofore payable with respect to the whole shares of Parent Buyer Common Stock represented by such Certificate and not paid and/or and (ii) at the appropriate payment date, the amount of dividends or other distributions payable with respect to whole shares of Parent Buyer Common Stock represented by such Certificate with a record date after the Effective Time (but before such surrender date) and with a payment date subsequent to the issuance of the Parent Buyer Common Stock issuable with respect to such Certificate. (d) In the event of a transfer of ownership of a Certificate representing Company Seller Common Stock prior to the Effective Time that is not registered in the stock transfer records of CompanySeller, the proper amount Merger Consideration, any cash in lieu of cash and/or shares a fractional share of Parent Buyer Common Stock to be issued or paid in consideration therefor, and any dividends or distributions to which such holder is entitled, shall be issued or paid or issued in exchange therefor to a person other than the person in whose name the Certificate so surrendered is registered if the Certificate formerly representing such Company Seller Common Stock shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment or issuance shall pay any transfer or other similar Taxes (as defined in Section 3.18) required by reason of the payment or issuance to a person other than the registered holder of the Certificate or establish to the satisfaction of Parent Buyer that the Tax has been paid or is not applicable. The Exchange Agent (or, subsequent to the first anniversary earlier of (x) six months after the Effective Time and (y) the expiration or termination of the Effective TimeExchange Agent Agreement, ParentBuyer) shall be entitled to deduct and withhold from any the cash portion of the Merger Consideration, Consideration and any cash in lieu of a fractional shares share of Parent Buyer Common Stock, cash dividends or distributions payable pursuant to Section 2.14(c) hereof and any other cash amounts Stock otherwise payable pursuant to this Agreement to any holder of Company Seller Common Stock (including with respect to any Dissenting Shares) such amounts as the Exchange Agent or ParentBuyer, as the case may be, is required to deduct and withhold under the Code, or any provision of state, local or foreign Tax tax law, with respect to the making of such payment. To the extent the amounts are so withheld by the Exchange Agent or ParentBuyer, as the case may be, and timely paid over to the appropriate Governmental Entity (as defined in Section 3.6), such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of shares of Company Seller Common Stock in respect of whom such deduction and withholding was made by the Exchange Agent or ParentBuyer, as the case may be. (e) After the Effective Time, there shall be no transfers on the stock transfer books of Company Seller of any the shares of Company Seller Common Stock that were issued and outstanding immediately prior to the Effective Time other than to settle transfers of Company Seller Common Stock that occurred prior to the Effective Time. If, after the Effective Time, Certificates representing such shares are presented for transfer to the Exchange Agent, they shall be cancelled and exchanged for the Merger Consideration and Consideration, any cash in lieu of fractional shares of Parent Buyer Common Stock to be issued or paid in consideration therefor therefor, and any dividends or distributions to which such holder is entitled, in accordance with Section 2.7 and the procedures set forth in this Article II. (f) Notwithstanding anything to the contrary contained in this Agreement, no certificates or scrip representing fractional shares of Parent Buyer Common Stock shall be issued upon the surrender of Certificates for exchange, no dividend or distribution with respect to Parent Buyer Common Stock shall be payable on or with respect to any fractional share, and such fractional share interests interest shall not entitle the owner thereof to vote or to any other rights of a shareholder of ParentBuyer. In lieu of the issuance of any such fractional share, Parent Buyer shall pay to each former shareholder of Company Seller who otherwise would be entitled to receive such fractional share, share an amount in cash (rounded to the nearest whole cent) determined by multiplying (i) the Parent Share Average Closing Price by (ii) the fraction of a share (after taking into account all shares of Company Seller Common Stock held by such holder at the Effective Time and rounded to the nearest one ten thousandth when expressed in decimal form) of Parent Buyer Common Stock to which such holder would otherwise be entitled to receive pursuant to Section 2.7. The parties acknowledge that payment of the cash consideration in lieu of issuing fractional shares was not separately bargain-for consideration but merely represents a mechanical rounding off for purposes of avoiding the expense and inconvenience to Parent that would otherwise be caused by the issuance of fractional shares1.4(b). (g) Any portion of the Exchange Fund that remains unclaimed by the shareholders of Company as Seller at the expiration of the first anniversary of six months after the Effective Time shall be paid to ParentBuyer. Any In such event, any former shareholders of Company Seller who have not theretofore complied with this Article II shall thereafter look only to Parent Buyer with respect to the Merger Consideration, any cash in lieu of any fractional shares share interest and any unpaid dividends and distributions on the Parent Buyer Common Stock deliverable in respect of each share of Company Common Stock the shares represented by a Certificate such shareholder holds as determined pursuant to this Agreement, in each case, without any interest thereon. Any Merger Consideration remaining unclaimed as of a date which is immediately prior to such time as such amounts would otherwise escheat to or become property of any Governmental Entity shall, to the extent permitted by applicable law, become the property of Parent free and clear of any claims or interest of any Person previously entitled thereto. Notwithstanding the foregoing, none of ParentBuyer, Merger Sub, Seller, the Surviving Company, the Exchange Agent or any other person shall be liable to any former holder of shares of Company Seller Common Stock for any amount delivered in good faith to a public official pursuant to applicable abandoned property, escheat or similar laws. (h) In the event any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Certificate to be lost, stolen or destroyed and, if reasonably required by Parent Buyer or the Exchange Agent, the posting by such person of a bond in such amount as Parent Buyer or the Exchange Agent may determine is reasonably necessary as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate the Merger Consideration deliverable Consideration, any cash in lieu of any fractional share interest and any dividends and distributions to which such person is entitled in respect thereof pursuant to this Agreement.

Delivery of Merger Consideration. (a) As soon as reasonably practicable Promptly following the Effective Time, and in any event no later than five (5) Business Days after the Effective Time, Parent shall cause the Exchange Agent shall to mail to each holder of record of Certificate(scertificate(s) which immediately prior to the Effective Time represented outstanding representing shares of Company Common Stock whose shares were converted into the right to receive the Merger Consideration who theretofore has not submitted such holder’s Election Form pursuant to Section 2.7 and any cash in lieu of fractional 2.3 (all such certificates, together with certificate(s) representing shares of Parent Company Common Stock to be issued or paid in consideration therefor who did not properly complete and submit previously submitted with an Election Form, “Certificates”) (i) a letter of transmittal (which shall specify to the holders of Certificates that delivery shall be effected, and risk of loss and title to Certificate(s) shall pass, only upon delivery of Certificate(s) (or affidavits of loss in lieu of such Certificate(s))) to the Exchange Agent in a form to be mutually agreed upon by Company and Parent (the “Letter of Transmittal”) to the Exchange Agent and shall be substantially in such form and have such other provisions as shall be prescribed by the Exchange Agent Agreement ), and (ii) instructions for use in surrendering Certificate(s) for shares in exchange for the Merger Consideration and Consideration, any cash amounts in lieu respect of fractional shares of Parent Common Stock to be issued or paid in consideration therefor in accordance with Section 2.14(f2.2(e) upon surrender of such Certificate and any dividends or distributions to which such holder is entitled pursuant to Section 2.14(c2.2(c). (b) Upon surrender by a holder of Company Common Stock to the Exchange Agent of its Certificate(s), accompanied by a properly completed Form Letter of Transmittal or, to the extent received prior to the Election or Deadline, a properly completed Letter of TransmittalElection Form, a such holder of Company Common Stock will be entitled to receivereceive (and Parent shall cause the Exchange Agent to deliver to each such holder) promptly after the Effective Time, promptly and in any event no later than five (5) Business Days after the Effective Time, the Merger Consideration (elected or deemed elected by it, subject to, and in accordance with Sections 2.7 and 2.8) and any cash amounts in lieu respect of fractional shares of Parent Common Stock to be issued or paid in consideration therefor accordance with the procedures set forth in this Article II in respect of the shares of Company Common Stock represented by its such holder’s Certificate(s). Until so surrendered, each such Certificate shall represent after the Effective Time, for all purposes, only the right to receive, without interest, the Merger Consideration and any cash in lieu of fractional shares of Parent Common Stock to be issued or paid in consideration therefor upon surrender of such Certificate in accordance with, and any dividends or distributions to which such holder is entitled pursuant to, to this Article II. (c) No dividends or other distributions with respect to Parent Common Stock shall be paid to the holder of any unsurrendered Certificate with respect to the shares of Parent Common Stock represented thereby, in each case unless and until the surrender of such Certificate (or affidavits of loss in lieu of such Certificate as provided in Section 2.2(g)) in accordance with this Article II. Subject to the effect of applicable abandoned property, escheat or similar lawsLaws, following surrender of any such Certificate in accordance with this Article II II, the record holder thereof shall be entitled to receive, without interest, (i) the amount of dividends or other distributions with a record date after the Effective Time theretofore payable with respect to the whole shares of Parent Common Stock represented by such Certificate and not paid and/or (ii) at the appropriate payment date, the amount of dividends or other distributions payable with respect to shares of Parent Common Stock represented by such Certificate with a record date after the Effective Time (but before such surrender date) and with a payment date subsequent to the issuance of the Parent Common Stock issuable with respect to such Certificate. (d) In the event of a transfer of ownership of a Certificate representing Company Common Stock that is not registered in the stock transfer records of Company, the proper amount of cash and/or shares of Parent Common Stock shall be paid or issued in exchange therefor to a person other than the person in whose name the Certificate so surrendered is registered if the Certificate formerly representing such Company Common Stock shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment or issuance shall pay any transfer or other similar Taxes required by reason of the payment or issuance to a person other than the registered holder of the Certificate or establish to the satisfaction of Parent that the Tax has been paid or is not applicable. The Exchange Agent (or, subsequent to the first anniversary of the Effective Time, Parent) shall be entitled to deduct and withhold from any cash portion of the Merger Consideration, any cash in lieu of fractional shares of Parent Common Stock, cash dividends or distributions payable pursuant to Section 2.14(c) hereof and any other cash amounts otherwise payable pursuant to this Agreement to any holder of Company Common Stock (including with respect to any Dissenting Shares) such amounts as the Exchange Agent or Parent, as the case may be, is required to deduct and withhold under the Code, or any provision of state, local or foreign Tax law, with respect to the making of such payment. To the extent the amounts are so withheld by the Exchange Agent or Parent, as the case may be, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of shares of Company Common Stock in respect of whom such deduction and withholding was made by the Exchange Agent or Parent, as the case may be. (e) After the Effective Time, there shall be no transfers on the stock transfer books of the Company of any shares of the Company Common Stock that were was issued and outstanding immediately prior to the Effective Time other than to settle transfers of Company Common Stock that occurred prior to the Effective Time. If, after the Effective Time, Certificates representing such shares are presented for transfer to the Exchange Agent, they such Certificates shall be cancelled canceled and exchanged for the Merger Consideration (and any cash amounts in lieu respect of fractional shares of Parent Common Stock to be issued or paid in consideration therefor in accordance with Section 2.7 and the procedures set forth in this Article II2.2(e)). (fe) Notwithstanding anything to the contrary contained in this Agreement, no No certificates or scrip representing fractional shares of Parent Common Stock shall be issued upon the surrender for exchange of Certificates for exchange, no dividend or distribution with respect to Parent Certificates. Each holder of Company Common Stock shall be payable on or with respect to any fractional share, and such fractional share interests shall not entitle the owner thereof to vote or to any other rights of a shareholder of Parent. In lieu of the issuance of any such fractional share, Parent shall pay to each former shareholder of Company who that would otherwise would be entitled to receive such a fractional share, share interest shall be paid an amount in cash (rounded without interest and subject to the nearest whole centamount of any withholding taxes as contemplated in Section 2.2(i)) determined equal to such holder’s proportionate interest in the net proceeds from the sale or sales by multiplying the Exchange Agent in accordance with the provisions of this Section 2.2(e), on behalf of all such holders, of the Excess Securities. As soon as reasonably practicable following the Effective Time, the Exchange Agent shall determine the excess of (ix) the Parent Share Price by (ii) the fraction number of a share (after taking into account all shares of Parent Common Stock into which the Company Common Stock held by such holder at was converted pursuant to Section 1.6(a)(iii) over (y) the Effective Time and rounded to the nearest one thousandth when expressed in decimal form) aggregate number of whole shares of Parent Common Stock to which such holder would otherwise be the former holders of Company Common Stock are entitled to receive pursuant to Section 2.71.6(a)(iii) (such excess being herein called the “Excess Securities”) and the Exchange Agent, as agent for the former holders of Company Common Stock, shall sell the Excess Securities at the prevailing prices on NASDAQ. The parties acknowledge that payment sale of the cash consideration in lieu of issuing fractional shares was not separately bargain-for consideration but merely represents a mechanical rounding off for purposes of avoiding the expense and inconvenience to Parent that would otherwise be caused Excess Securities by the issuance Exchange Agent shall be executed on NASDAQ through one or more member firms of NASDAQ and shall be executed in round lots to the extent practicable. The Exchange Agent shall deduct from the proceeds of sale of the Excess Securities all commissions, transfer taxes and other out-of-pocket transaction costs, including the expenses and compensation of the Exchange Agent, incurred in connection with such sale of Excess Securities. Until the net proceeds of such sale of Excess Securities have been distributed to the former stockholders of the Company, the Exchange Agent shall hold such proceeds and dividends in trust for such former stockholders. As soon as reasonably practicable after the determination of the amount of cash to be paid to former stockholders of the Company for any fractional sharesinterests, the Exchange Agent shall make available in accordance with this Agreement such amounts to such former stockholders. (gf) Any portion of the Exchange Fund that remains unclaimed by the shareholders former stockholders of the Company as of the first (1st) anniversary of the Effective Time shall may, at Parent’s option, be paid to ParentParent (together with any dividends in respect thereof). Any In such event, any former shareholders holder of Company Common Stock who have has not theretofore complied with this Article II shall thereafter look only to Parent with respect to the Merger Consideration, any cash amounts in lieu respect of any fractional shares and any unpaid dividends and distributions on the Parent Common Stock deliverable in respect of each such share of Company Common Stock such shareholder former holder holds as determined pursuant to this Agreement, in each case, without any interest thereon. Any Merger Consideration remaining unclaimed as of a date which is immediately The Exchange Agent will notify Parent prior to the time that any portion of the Exchange Fund that remains unclaimed would have to be delivered to a public official pursuant to applicable abandoned property, escheat or similar Laws and, at Parent’s option, such time as such amounts would otherwise escheat portion shall be paid to or become property of any Governmental Entity shall, to the extent permitted by applicable law, become the property of Parent free and clear of any claims or interest of any Person previously entitled theretoParent. Notwithstanding the foregoing, none of Parent, the Company, the Exchange Agent or any other person shall be liable to any former holder of shares of Company Common Stock for any amount delivered in good faith to a public official pursuant to applicable abandoned property, escheat or similar lawsLaws. (hg) In the event any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Certificate to be lost, stolen or destroyed and, if reasonably required by Parent or the Exchange Agent, the posting by such person of a bond in such amount as Parent may determine is reasonably necessary as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate the Merger Consideration deliverable in respect thereof pursuant to this Agreement. (h) The Exchange Agent shall invest any cash included in the Exchange Fund, as directed by Parent, on a daily basis. Any interest and other income resulting from such investments shall be paid to Parent upon termination of the Exchange Fund pursuant to Section 2.2(f) and any losses resulting from such investments will be made up by Parent to the extent that such losses cause the total amount of cash in the Exchange Fund to fall below the amount necessary to pay the cash portion of the Merger Consideration. (i) Parent, the Company, the Intermediate Surviving Entity and the Exchange Agent shall be entitled to deduct and withhold from any consideration payable pursuant to this Agreement to any Person such amounts as Parent, the Company, the Intermediate Surviving Entity and the Exchange Agent may be required to deduct and withhold with respect to the making of such payment under the Code, or any other provision of applicable federal, state, local or foreign tax Law. To the extent that amounts are so withheld by Parent, the Company, the Intermediate Surviving Entity or the Exchange Agent and duly paid over to the applicable taxing authority, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Person to whom such consideration would otherwise have been paid.

Delivery of Merger Consideration. (a) As soon as reasonably practicable after Subject to Section 2.1, not later than twenty (20) Business Days prior to the Effective TimeClosing Date, the Exchange Paying Agent shall mail to each holder of record (collectively, the “Holders”) of Certificate(s) which immediately prior to the Effective Time represented outstanding certificates representing shares of Company Common Stock whose shares were (“Certificates”) that will be converted into the right to receive the Per Share Merger Consideration pursuant to Section 2.7 and any cash in lieu of fractional shares of Parent Common Stock to be issued or paid in consideration therefor who did not properly complete and submit an Election Form, 1.7 (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to Certificate(s) shall pass, only upon delivery of Certificate(s) (or affidavits of loss substantially in lieu of such Certificate(s))) the form attached as Exhibit B (the “Letter of Transmittal”) to the Exchange Agent and shall be substantially in such form and have such other provisions as shall be prescribed by the Exchange Agent Agreement and (ii) instructions for use in surrendering Certificate(s) in exchange for the Per Share Merger Consideration and any cash in lieu of fractional shares of Parent Common Stock to be issued or paid in consideration therefor in accordance with Section 2.14(f) upon surrender of such Certificate and any dividends or distributions to which such holder is entitled pursuant to Section 2.14(c)Certificate. (b) Upon the occurrence of (i) five (5) Business Days after surrender to the Exchange Paying Agent of its Certificate(s), accompanied by a properly completed Form Letter of Election Transmittal, if such surrender occurs after the Closing, or (ii) the Closing, if its Certificate(s), accompanied by a properly completed Letter of TransmittalTransmittal are submitted no later than five (5) Business Days prior to the Closing Date in accordance with Section 2.2(i), a holder the Paying Agent shall pay and distribute to such Holder of Company Common Stock will be entitled to receive, promptly after the Effective Time, the Per Share Merger Consideration (elected or deemed elected by it, subject to, and in accordance with Sections 2.7 and 2.8) and any cash in lieu of fractional shares of Parent Common Stock to be issued or paid in consideration therefor in respect of the shares of Company Common Stock represented by its Certificate(s). Until so surrendered, each such Certificate shall represent after the Effective Time, for all purposes, only the right to receive, without interest, the Per Share Merger Consideration and any cash in lieu of fractional shares of Parent Common Stock to be issued or paid in consideration therefor upon surrender of such Certificate in accordance with, and any dividends or distributions to which such holder Holder is entitled pursuant to, this Article II. (c) No dividends or other distributions with respect to Parent Common Stock shall be paid to the holder of any unsurrendered Certificate with respect to the shares of Parent Common Stock represented thereby, in each case unless and until the surrender of such Certificate in accordance with this Article II. Subject to the effect of applicable abandoned property, escheat or similar laws, following surrender of any such Certificate in accordance with this Article II the record holder thereof shall be entitled to receive, without interest, (i) the amount of dividends or other distributions with a record date after the Effective Time theretofore payable with respect to the whole shares of Parent Common Stock represented by such Certificate and not paid and/or (ii) at the appropriate payment date, the amount of dividends or other distributions payable with respect to shares of Parent Common Stock represented by such Certificate with a record date after the Effective Time (but before such surrender date) and with a payment date subsequent to the issuance of the Parent Common Stock issuable with respect to such Certificate. (d) In the event of a transfer of ownership of a Certificate representing Company Common Stock that is not registered in the stock transfer records of Company, the proper amount of cash and/or shares of Parent Common Stock Per Share Merger Consideration shall be paid or issued delivered pursuant to Section 2.2(b) in exchange therefor to a person Person other than the person Person in whose name the Certificate so surrendered is registered if the Certificate formerly representing such Company Common Stock shall be properly endorsed or otherwise be in proper form for transfer and the person Person requesting such payment or issuance shall pay any transfer or other similar Taxes required by reason of the payment or issuance to a person Person other than the registered holder Holder of the Certificate or and establish to the satisfaction of Parent that the Tax has been paid or is not applicable. The Exchange Agent ; provided that any transfer or other similar Taxes payable in connection with the Merger (or, subsequent other than such Taxes required to the first anniversary be paid by reason of the Effective Time, Parentpayment of the Per Share Merger Consideration to a Person other than the registered Holder of the Company Common Stock) shall be entitled to deduct borne and withhold from any cash portion of the Merger Consideration, any cash in lieu of fractional shares of Parent Common Stock, cash dividends or distributions payable pursuant to Section 2.14(c) hereof and any other cash amounts otherwise payable pursuant to this Agreement to any holder of Company Common Stock (including with respect to any Dissenting Shares) such amounts as the Exchange Agent or paid by Parent, as the case may be, is required to deduct and withhold under the Code, or any provision of state, local or foreign Tax law, with respect to the making of such payment. To the extent the amounts are so withheld by the Exchange Agent or Parent, as the case may be, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of shares of Company Common Stock in respect of whom such deduction and withholding was made by the Exchange Agent or Parent, as the case may be. (ed) After the Effective Time, there shall be no transfers on the stock transfer books of Company of any shares of Company Common Stock that were issued and outstanding immediately prior to the Effective Time other than to settle transfers of Company Common Stock that occurred prior to the Effective Time. If, after the Effective Time, Certificates representing such shares are presented for transfer to the Exchange Paying Agent, they shall be cancelled and exchanged for the Per Share Merger Consideration and any cash in lieu of fractional shares of Parent Common Stock to be issued or paid in consideration therefor in accordance with Section 2.7 1.7 and the procedures set forth in this Article II. (f) Notwithstanding anything to the contrary contained in this Agreement, no certificates or scrip representing fractional shares of Parent Common Stock shall be issued upon the surrender of Certificates for exchange, no dividend or distribution with respect to Parent Common Stock shall be payable on or with respect to any fractional share, and such fractional share interests shall not entitle the owner thereof to vote or to any other rights of a shareholder of Parent. In lieu of the issuance of any such fractional share, Parent shall pay to each former shareholder of Company who otherwise would be entitled to receive such fractional share, an amount in cash (rounded to the nearest whole cent) determined by multiplying (i) the Parent Share Price by (ii) the fraction of a share (after taking into account all shares of Company Common Stock held by such holder at the Effective Time and rounded to the nearest one thousandth when expressed in decimal form) of Parent Common Stock to which such holder would otherwise be entitled to receive pursuant to Section 2.7. The parties acknowledge that payment of the cash consideration in lieu of issuing fractional shares was not separately bargain-for consideration but merely represents a mechanical rounding off for purposes of avoiding the expense and inconvenience to Parent that would otherwise be caused by the issuance of fractional shares. (ge) Any portion of the Exchange Fund that remains unclaimed by the shareholders of Company as of the first anniversary of the Effective Time shall be paid to Parent; provided that to the extent at any time prior to such first anniversary any portion of the Exchange Fund that remains unclaimed would have to be delivered to a public official pursuant to applicable abandoned property, escheat or similar Laws, the Paying Agent shall first notify Parent and, at Parent’s option, such portion shall instead be paid to Parent. Any former shareholders of Company who have not theretofore complied with this Article II shall thereafter look only to Parent with respect to the Per Share Merger Consideration, any cash in lieu of any fractional shares and any unpaid dividends and distributions on the Parent Common Stock deliverable in respect of each share of Company Common Stock such shareholder holds as determined pursuant to this Agreement, in each case, without any interest thereon. Any Merger Consideration remaining unclaimed as of a date which is immediately prior to such time as such amounts would otherwise escheat to or become property of any Governmental Entity shall, to the extent permitted by applicable law, become the property of Parent free and clear of any claims or interest of any Person previously entitled thereto. Notwithstanding the foregoing, none None of Parent, Company, the Exchange Paying Agent or any other person shall be liable to any former holder of shares of Company Common Stock for any amount delivered in good faith to a public official pursuant to applicable abandoned property, escheat or similar lawsLaws. (hf) In the event that any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Certificate to be lost, stolen or destroyed and, if reasonably required by Parent or the Exchange Paying Agent, the posting by such person of a bond in such amount as Parent or Paying Agent may determine is reasonably necessary as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Paying Agent will issue in exchange for such lost, stolen or destroyed Certificate the Per Share Merger Consideration deliverable in respect thereof pursuant to this Agreement. (g) Subject to Section 2.2(i) and the terms of the Paying Agent Agreement, Parent, in the exercise of its reasonable discretion, shall have the right to make all determinations, not inconsistent with the terms of this Agreement, governing (i) the validity of any Letter of Transmittal and compliance by any Company shareholder with the procedures and instructions set forth herein and therein and (ii) the method of payment of the Per Share Merger Consideration. (h) In the case of outstanding shares of Company Common Stock that are not represented by Certificates, the parties shall make such adjustments to the requirements and procedures of Article I and Article II as are necessary or appropriate to implement the same purpose and effect that Article I and Article II have with respect to shares of Company Common Stock that are represented by Certificates. (i) In order to facilitate the payment on the Closing Date of the Merger Consideration to Company’s shareholders, the Letter of Transmittal and accompanying materials shall provide shareholders with the option, without prejudice to any other rights they may have, to submit a completed Letter of Transmittal accompanied by Certificates to be surrendered with the Letter of Transmittal to Company (with a copy to Parent and the Paying Agent) at least five (5) Business Days prior to the Closing Date, such documents to be held in escrow pending, and released immediately upon, the Closing. Once such documents have been released at Closing, Parent shall or shall cause the Paying Agent to pay on the Closing Date the Merger Consideration applicable to the shares so surrendered.

Delivery of Merger Consideration. (a) As soon as reasonably practicable after the Effective Time, the Exchange Agent shall mail to each holder of record of Certificate(s) which immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into the right to receive the Merger Consideration pursuant to Section 2.7 2.1 and any cash in lieu of fractional shares of Parent Acquiror Common Stock to be issued or paid in consideration therefor who did not properly complete and submit an Election Form, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to Certificate(s) shall pass, only upon delivery of Certificate(s) (or affidavits of loss in lieu of such Certificate(s))) (the “Letter of Transmittal”) to the Exchange Agent and shall be substantially in such form and have such other provisions as shall be prescribed by the Exchange Agent Agreement and (ii) instructions for use in surrendering Certificate(s) in exchange for the Merger Consideration and any cash in lieu of fractional shares of Parent Acquiror Common Stock to be issued or paid in consideration therefor in accordance with Section 2.14(f3.3(f) upon surrender of such Certificate and any dividends or distributions to which such holder is entitled pursuant to Section 2.14(c3.3(c). (b) Upon surrender to the Exchange Agent of its Certificate(s), accompanied by a properly completed Form of Election or a properly completed Letter of Transmittal, a holder of Company Common Stock will be entitled to receive, promptly after the Effective Time, the Merger Consideration (elected or deemed elected by it, subject to, and in accordance with Sections 2.7 2.1 and 2.82.3) and any cash in lieu of fractional shares of Parent Acquiror Common Stock to be issued or paid in consideration therefor in respect of the shares of Company Common Stock represented by its Certificate(s). Until so surrendered, each such Certificate shall represent after the Effective Time, for all purposes, only the right to receive, without interest, the Merger Consideration and any cash in lieu of fractional shares of Parent Acquiror Common Stock to be issued or paid in consideration therefor upon surrender of such Certificate in accordance with, and any dividends or distributions to which such holder is entitled pursuant to, this Article IIIII. (c) No dividends or other distributions with respect to Parent Acquiror Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate with respect to the shares of Parent Acquiror Common Stock represented thereby, in each case unless and until the that such holder would be entitled to receive upon surrender of such Certificate and no cash payment in lieu of fractional shares shall be paid to any such holder pursuant to Section 2.4 until such holder shall surrender such Certificate in accordance with this Article IIIII. Subject to After the effect of applicable abandoned property, escheat or similar laws, following surrender of any such a Certificate in accordance with this Article II the record III, such holder thereof entitled to receive shares of Acquiror Common Stock shall be entitled to receive, without interest, (i) the amount of receive any such dividends or other distributions distributions, without any interest thereon, with a record date after the Effective Time and which theretofore had become payable with respect to the whole shares of Parent Common Stock represented by such Certificate and not paid and/or (ii) at the appropriate payment date, the amount of dividends or other distributions payable with respect to shares of Parent Common Stock represented by such Certificate with a record date after the Effective Time (but before such surrender date) and with a payment date subsequent to the issuance of the Parent Acquiror Common Stock issuable with to such holder in respect to of such Certificate. (d) In If the event of a transfer of ownership of a Certificate representing Company Common Stock that is not registered in the stock transfer records of Company, the proper amount of cash and/or shares of Parent Common Stock shall be paid or issued in exchange therefor to a person other than the person in whose name the Certificate so surrendered is registered if the Certificate formerly representing such Company Common Stock shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment or issuance shall pay any transfer or other similar Taxes required by reason of the payment or issuance Merger Consideration is to be made to a person other than the registered holder of the Certificate surrendered in exchange therefor, it shall be a condition of payment that the Certificate so surrendered shall be properly endorsed (or accompanied by an appropriate instrument of transfer) and otherwise in proper form for transfer, and that the person requesting such payment shall pay to the Exchange Agent in advance any applicable stock transfer or other Taxes or shall establish to the reasonable satisfaction of Parent the Exchange Agent that the Tax has such Taxes have been paid or is are not applicable. The Exchange Agent (or, subsequent to the first anniversary of the Effective Time, Parent) shall be entitled to deduct and withhold from any cash portion of the Merger Consideration, any cash in lieu of fractional shares of Parent Common Stock, cash dividends or distributions payable pursuant to Section 2.14(c) hereof and any other cash amounts otherwise payable pursuant to this Agreement to any holder of Company Common Stock (including with respect to any Dissenting Shares) such amounts as the Exchange Agent or Parent, as the case may be, is required to deduct and withhold under the Code, or any provision of state, local or foreign Tax law, with respect to the making of such payment. To the extent the amounts are so withheld by the Exchange Agent or Parent, as the case may be, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of shares of Company Common Stock in respect of whom such deduction and withholding was made by the Exchange Agent or Parent, as the case may bepayable. (e) After At and after the Effective Time, there shall be no transfers on the stock transfer books of the Surviving Company of any the shares of Company Common Stock that were issued and outstanding immediately prior to the Effective Time other than to settle transfers of Company Common Stock that occurred prior to the Effective Time. If, after the Effective Time, Certificates representing such shares are presented for transfer to the Exchange Agenttransfer, they shall be cancelled and exchanged for the Merger Consideration and any cash in lieu of fractional shares of Parent Common Stock to be issued or paid in consideration therefor in accordance with Section 2.7 and the procedures set forth as provided in this Article IIIII. (f) Notwithstanding anything to the contrary contained in this Agreement, no certificates or scrip representing fractional shares of Parent Common Stock shall be issued upon the surrender of Certificates for exchange, no dividend or distribution with respect to Parent Common Stock shall be payable on or with respect to any fractional share, and such fractional share interests shall not entitle the owner thereof to vote or to any other rights of a shareholder of Parent. In lieu of the issuance of any such fractional share, Parent shall pay to each former shareholder of Company who otherwise would be entitled to receive such fractional share, an amount in cash (rounded to the nearest whole cent) determined by multiplying (i) the Parent Share Price by (ii) the fraction of a share (after taking into account all shares of Company Common Stock held by such holder at the Effective Time and rounded to the nearest one thousandth when expressed in decimal form) of Parent Common Stock to which such holder would otherwise be entitled to receive pursuant to Section 2.7. The parties acknowledge that payment of the cash consideration in lieu of issuing fractional shares was not separately bargain-for consideration but merely represents a mechanical rounding off for purposes of avoiding the expense and inconvenience to Parent that would otherwise be caused by the issuance of fractional shares. (g) Any portion of the property deposited with the Exchange Fund Agent pursuant to Section 3.2 that remains unclaimed by the shareholders of Company as stockholders of the first anniversary of Company for nine (9) months after the Effective Time shall be paid paid, at the request of Acquiror, to Parentor as directed by Acquiror. Any former shareholders stockholders of the Company who have not theretofore complied with this Article II III shall thereafter look only to Parent with respect to Acquiror for payment of the Merger Consideration, any cash in lieu of any fractional shares Consideration and any unpaid dividends and distributions on the Parent Acquiror Common Stock deliverable in respect of each share of Company Common Stock held by such shareholder holds stockholder at the Effective Time as determined pursuant to this Agreement, in each case, without any interest thereon. Any Merger Consideration remaining unclaimed as of a date which is immediately prior to such time as such amounts would otherwise escheat to or become property of any Governmental Entity shall, Notwithstanding anything to the extent permitted by applicable law, become the property of Parent free and clear of any claims or interest of any Person previously entitled thereto. Notwithstanding the foregoingcontrary contained herein, none of ParentAcquiror, the Company, the Exchange Agent or any other person shall be liable to any former holder of shares of Company Common Stock for any amount properly delivered in good faith to a public official pursuant to applicable abandoned property, escheat or similar lawsLaws. (hg) In the event any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Certificate to be lost, stolen or destroyed and, if reasonably required by Parent or the Exchange AgentAcquiror, the posting by such person of a bond in such amount as Parent Acquiror or one of its Subsidiaries may determine is reasonably necessary as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate the Merger Consideration deliverable in respect thereof pursuant to this Agreement.

Delivery of Merger Consideration. (a) As soon as reasonably practicable after the Effective Time, and in any event not later than the second Business Day following the Effective Time, the Exchange Agent shall mail (or in the case of the Depository Trust Company on behalf of “street” holders, deliver) to each holder of record of Certificate(s) or Book Entry Shares which immediately prior to the Effective Time represented outstanding shares of Company Common Stock and Company Preferred Stock whose shares were converted into the right to receive the Merger Consideration pursuant to Section 2.7 and any cash in lieu of fractional shares of Parent Common Stock to be issued or paid in consideration therefor who did not properly complete and submit an Election Form1.4, (i) a letter of transmittal (which shall be in customary form and shall specify that delivery shall be effected, and risk of loss and title to Certificate(s) or Book-Entry Shares shall pass, only upon delivery of Certificate(s) (or affidavits of loss in lieu of such Certificate(s)Certificates)) or Book-Entry Shares to the Exchange Agent (the “Letter of Transmittal”) to the Exchange Agent and shall be substantially in such form and have such other provisions as shall be prescribed by the Exchange Agent Agreement and (ii) instructions for use in surrendering Certificate(s) or Book-Entry Shares in exchange for the Merger Consideration and any cash in lieu of fractional shares of Parent Common Stock to be issued or paid in consideration therefor in accordance with Section 2.14(f) upon surrender of such Certificate and any dividends or distributions to which such holder is entitled pursuant to Section 2.14(c2.3(c). (b) Upon surrender to the Exchange Agent of its Certificate(s)Certificate or Certificates or Book-Entry Shares, accompanied by a properly completed Form of Election or a properly completed Letter of Transmittal, a holder of Company Common Stock will be entitled to receive, receive promptly after the Effective Time, Time the Merger Consideration (elected or deemed elected by it, subject to, and in accordance with Sections 2.7 and 2.8) and any cash in lieu of fractional shares of Parent Common Stock to be issued or paid in consideration therefor in respect of the shares of Company Common Stock and a holder of Company Preferred Stock will be entitled to receive promptly after the Effective Time the Merger Consideration in respect of the shares of Company Preferred Stock represented by its Certificate(s)Certificate or Certificates or Book Entry Shares. Until so surrendered, each such Certificate or Book Entry Shares shall represent after the Effective Time, for all purposes, only the right to receive, without interest, the Merger Consideration and any cash in lieu of fractional shares of Parent Common Stock to be issued or paid in consideration therefor upon surrender of such Certificate or Book Entry Shares in accordance with, and any dividends or distributions to which such holder is entitled pursuant to, to this Article II. (c) No dividends or other distributions with respect to Parent Common Stock or Parent Preferred Stock shall be paid to the holder of any unsurrendered Certificate or Book Entry Shares with respect to the shares of Parent Common Stock or Parent Preferred Stock represented thereby, in each case unless and until the surrender of such Certificate or Book Entry Shares in accordance with this Article II. Subject to the effect of applicable abandoned property, escheat or similar laws, following surrender of any such Certificate or Book Entry Shares in accordance with this Article II II, the record holder thereof shall be entitled to receive, without interest, (i) the amount of dividends or other distributions with a record date after the Effective Time theretofore payable with respect to the whole shares of Parent Common Stock or Parent Preferred Stock represented by such Certificate or Book Entry Shares and not paid and/or (ii) at the appropriate payment date, the amount of dividends or other distributions payable with respect to shares of Parent Common Stock or Parent Preferred Stock represented by such Certificate or Book Entry Shares with a record date after the Effective Time (but before such surrender date) and with a payment date subsequent to the issuance of the Parent Common Stock or Parent Preferred Stock, as applicable, issuable with respect to such CertificateCertificate or Book Entry Shares. (d) In the event of a transfer of ownership of a Certificate or Book Entry Shares representing Company Common Stock or Company Preferred Stock that is not registered in the stock transfer records of Company, the proper amount of cash and/or shares of Parent Common Stock or Parent Preferred Stock, as applicable, comprising the Merger Consideration shall be paid or issued in exchange therefor to a person other than the person in whose name the Certificate or Book Entry Shares so surrendered is registered if the Certificate or Book Entry Shares formerly representing such Company Common Stock or Company Preferred Stock shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment or issuance shall pay any transfer or other similar Taxes required by reason of the payment or issuance to a person other than the registered holder of the Certificate or Book Entry Shares or establish to the satisfaction of Parent that the Tax has been paid or is not applicable. The Exchange Agent (or, subsequent to the first anniversary Each of the Effective TimeExchange Agent, Parent) Parent and the Surviving Corporation shall be entitled to deduct and withhold from any cash portion of the Merger Consideration, any cash in lieu of fractional shares of Parent Common Stock, cash dividends Stock or distributions payable pursuant to Section 2.14(c) hereof and any other cash amounts Parent Preferred Stock otherwise payable pursuant to this Agreement to any holder of Company Common Stock (including with respect to any Dissenting Shares) or Parent Preferred Stock such amounts as the Exchange Agent or Parent, as the case may be, is required to deduct and withhold under the Code, or any provision of state, local or foreign Tax lawtax Law, with respect to the making of such payment. To the extent the amounts are so withheld by the Exchange Agent or Parent, as the case may be, and timely paid over to the appropriate Governmental Entity, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of shares of Company Common Stock or Company Preferred Stock in respect of whom such deduction and withholding was made by the Exchange Agent or Parent, as the case may be. (e) After the Effective Time, there shall be no transfers on the stock transfer books of the Company of any the shares of Company Common Stock or Company Preferred Stock that were issued and outstanding immediately prior to the Effective Time other than to settle transfers of Company Common Stock or Company Preferred Stock, as the case may be, that occurred prior to the Effective Time. If, after the Effective Time, Certificates or Book Entry Shares representing such shares are presented for transfer to the Exchange Agent, they shall be cancelled and exchanged for the Merger Consideration and any cash in lieu of fractional shares of Parent Common Stock to be issued or paid in consideration therefor therefore in accordance with Section 2.7 and the procedures set forth in this Article II. (f) Notwithstanding anything The Exchange Agent shall aggregate all fractional interests in Parent Common Stock and sell all such shares, in one or more transactions executed on one or more stock exchanges through one or more brokers nominated by Parent with the proceeds of such sale being remitted to the contrary contained Exchange Agent as soon as practicable thereafter. The Exchange Agent shall deliver the cash proceeds of any such sales to the holders of Company Common Stock in this Agreement, no certificates or scrip representing lieu of their fractional interest in shares of Parent Common Stock. The proceeds to any holder of Company Common Stock of shares of Parent Common Stock sold by the Exchange Agent pursuant to this Section 2.3(f) shall be issued upon the surrender of Certificates for exchangeproceeds before any costs associated with any such sale, no dividend or distribution and any costs incurred in connection with respect to Parent Common Stock any such sale (including any commissions, currency exchange fees, transfer taxes and other transaction costs) shall be payable on or with respect to any fractional share, and such fractional share interests shall not entitle the owner thereof to vote or to any other rights of a shareholder of borne by Parent. In lieu of the issuance of any such fractional share, Parent shall pay to each former shareholder of Company who otherwise would be entitled to receive such fractional share, an amount in cash (rounded to the nearest whole cent) determined by multiplying (i) the Parent Share Price by (ii) the fraction of a share (after taking into account all shares of Company Common Stock held by such holder at the Effective Time and rounded to the nearest one thousandth when expressed in decimal form) of Parent Common Stock to which such holder would otherwise be entitled to receive pursuant to Section 2.7. The parties acknowledge that payment of the cash consideration in lieu of issuing fractional shares was not separately bargain-for consideration but merely represents a mechanical rounding off for purposes of avoiding the expense and inconvenience to Parent that would otherwise be caused by the issuance of fractional shares. (g) Any portion of the Exchange Fund that remains unclaimed by the shareholders stockholders of the Company as of the first anniversary of the Effective Time shall may be paid to Parent. Any In such event, any former shareholders stockholders of the Company who have not theretofore complied with this Article II shall thereafter look only to Parent with respect to the Merger Consideration, any cash in lieu of any fractional shares Consideration and any unpaid dividends and distributions on the Parent Common Stock or Parent Preferred Stock deliverable in respect of each share of Company Common Stock such shareholder holds as determined pursuant to this Agreement, in each case, or Company Preferred Stock without any interest thereon. Any Merger Consideration remaining unclaimed as of a date which is immediately prior to such time as such amounts would otherwise escheat to or become property of any Governmental Entity shall, to the extent permitted by applicable law, become the property of Parent free and clear of any claims or interest of any Person previously entitled thereto. Notwithstanding the foregoing, none of Parent, Companythe Surviving Corporation, the Exchange Agent or any other person shall be liable to any former holder of shares of Company Common Stock or Parent Preferred Stock for any amount delivered in good faith to a public official pursuant to applicable abandoned property, escheat or similar lawsLaws. (h) In the event any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Certificate to be lost, stolen or destroyed and, if reasonably required by Parent or the Exchange Agent, the posting by such person of a bond in such amount as Parent may determine is reasonably necessary as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate the Merger Consideration deliverable in respect thereof pursuant to this Agreement.

Delivery of Merger Consideration. (a) As soon as reasonably practicable after the Effective Time, the Exchange Agent shall mail to each holder of record of Certificate(s) which immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into the right to receive the Merger Consideration pursuant to Section 2.7 and any cash in lieu of fractional shares of Parent Common Stock to be issued one or paid in consideration therefor who did not properly complete and submit an Election Form, (i) more Certificates a letter of transmittal in customary form as reasonably agreed by the parties (which shall specify that delivery shall be effected, and risk of loss and title to Certificate(s) the Certificates shall pass, only upon delivery of Certificate(s) (or affidavits of loss in lieu of such Certificate(s))) (the “Letter of Transmittal”) Certificates to the Exchange Agent Agent) and shall be substantially in such form and have such other provisions as shall be prescribed by the Exchange Agent Agreement and (ii) instructions for use in surrendering Certificate(s) effecting the surrender of the Certificates in exchange for certificates representing the Merger Consideration shares of GCBS Common Stock and any cash in lieu of fractional into which the shares of Parent CVBG Common Stock to be issued or paid in consideration therefor in accordance with Section 2.14(f) upon surrender of represented by such Certificate and any dividends or distributions to which such holder is entitled Certificates shall have been converted pursuant to Section 2.14(c). (b) this Agreement. Upon proper surrender to the Exchange Agent of its Certificate(s)a Certificate or Certificates for exchange and cancellation, accompanied by a together with such properly completed Form and duly executed letter of Election or a properly completed Letter of Transmittaltransmittal as the Exchange Agent may reasonable require, a the holder of Company Common Stock will such Certificate or Certificates shall be entitled to receivereceive in exchange therefore, promptly after the Effective Timeas applicable, the Merger Consideration (elected or deemed elected by it, subject to, and in accordance with Sections 2.7 and 2.8i) and any cash in lieu a certificate representing that number of fractional whole shares of Parent GCBS Common Stock to be issued or paid in consideration therefor which such holder of CVBG Common Stock shall have become entitled pursuant to the provisions of Article I and (ii) a check representing the amount of any cash which such holder has the right to receive in respect of the shares Certificate or Certificates surrendered pursuant to the provisions of Company Common Stock represented by its Certificate(s)Article I, and the Certificate or Certificates so surrendered shall forthwith be canceled. Until so surrendered, each such Certificate shall represent after the Effective Time, for all purposes, only the right to receive, without interest, the Merger Consideration and No interest will be paid or accrued on any cash in lieu or on any unpaid dividends and distributions payable to holders of fractional shares of Parent Common Stock to be issued or paid in consideration therefor upon surrender of such Certificate in accordance with, and any dividends or distributions to which such holder is entitled pursuant to, this Article IICertificates. (cb) No dividends or other distributions declared with respect to Parent GCBS Common Stock shall be paid to the holder of any unsurrendered Certificate with respect to the shares of Parent Common Stock represented thereby, in each case unless and until the holder thereof shall surrender of such Certificate in accordance with this Article II. Subject to After the effect of applicable abandoned property, escheat or similar laws, following surrender of any such a Certificate in accordance with this Article II II, the record holder thereof shall be entitled to receive, without interest, (i) the amount of receive any such dividends or other distributions with a record date after the Effective Time distributions, without any interest thereon, which theretofore payable with respect to the whole shares of Parent Common Stock represented by such Certificate and not paid and/or (ii) at the appropriate payment date, the amount of dividends or other distributions had become payable with respect to shares of Parent GCBS Common Stock represented by such Certificate with a record date after the Effective Time (but before such surrender date) and with a payment date subsequent to the issuance of the Parent Common Stock issuable with respect to such Certificate. (dc) In the event If any certificate representing shares of a transfer of ownership of a Certificate representing Company GCBS Common Stock is to be issued in a name other than that is not registered in which the stock transfer records of Company, the proper amount of cash and/or shares of Parent Common Stock shall be paid Certificate or issued Certificates surrendered in exchange therefor to is or are registered, it shall be a person other than condition of the person in whose name issuance thereof that the Certificate or Certificates so surrendered is registered if the Certificate formerly representing such Company Common Stock shall be properly endorsed (or accompanied by an appropriate instrument of transfer) and otherwise be in proper form for transfer transfer, and that the person requesting such payment or issuance exchange shall pay to the Exchange Agent in advance any transfer or other similar Taxes taxes required by reason of the payment or issuance to of a person certificate representing shares of GCBS Common Stock in any name other than that of the registered holder of the Certificate or Certificates surrendered, or required for any other reason, or shall establish to the satisfaction of Parent the Exchange Agent that the Tax such tax has been paid or is not applicable. The Exchange Agent (or, subsequent to the first anniversary of the Effective Time, Parent) shall be entitled to deduct and withhold from any cash portion of the Merger Consideration, any cash in lieu of fractional shares of Parent Common Stock, cash dividends or distributions payable pursuant to Section 2.14(c) hereof and any other cash amounts otherwise payable pursuant to this Agreement to any holder of Company Common Stock (including with respect to any Dissenting Shares) such amounts as the Exchange Agent or Parent, as the case may be, is required to deduct and withhold under the Code, or any provision of state, local or foreign Tax law, with respect to the making of such payment. To the extent the amounts are so withheld by the Exchange Agent or Parent, as the case may be, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of shares of Company Common Stock in respect of whom such deduction and withholding was made by the Exchange Agent or Parent, as the case may bepayable. (ed) After the Effective Time, there shall be no transfers on the stock transfer books of Company CVBG of any the shares of Company CVBG Common Stock that were issued and outstanding immediately prior to the Effective Time other than to settle transfers of Company Common Stock that occurred prior to the Effective Time. If, after the Effective Time, Certificates certificates representing such shares are presented for transfer to the Exchange Agent, they shall be cancelled canceled and exchanged for the Merger Consideration and any cash in lieu of fractional certificates representing shares of Parent GCBS Common Stock to be issued or paid and cash as provided in consideration therefor in accordance with Section 2.7 and the procedures set forth in this Article II.I. (f) Notwithstanding anything to the contrary contained in this Agreement, no certificates or scrip representing fractional shares of Parent Common Stock shall be issued upon the surrender of Certificates for exchange, no dividend or distribution with respect to Parent Common Stock shall be payable on or with respect to any fractional share, and such fractional share interests shall not entitle the owner thereof to vote or to any other rights of a shareholder of Parent. In lieu of the issuance of any such fractional share, Parent shall pay to each former shareholder of Company who otherwise would be entitled to receive such fractional share, an amount in cash (rounded to the nearest whole cent) determined by multiplying (i) the Parent Share Price by (ii) the fraction of a share (after taking into account all shares of Company Common Stock held by such holder at the Effective Time and rounded to the nearest one thousandth when expressed in decimal form) of Parent Common Stock to which such holder would otherwise be entitled to receive pursuant to Section 2.7. The parties acknowledge that payment of the cash consideration in lieu of issuing fractional shares was not separately bargain-for consideration but merely represents a mechanical rounding off for purposes of avoiding the expense and inconvenience to Parent that would otherwise be caused by the issuance of fractional shares. (ge) Any portion of the Exchange Fund that remains unclaimed by the shareholders of Company CVBG as of the first anniversary of the Effective Time shall be paid to ParentGCBS. Any former shareholders of Company CVBG who have not theretofore complied with this Article II shall thereafter look only to Parent with respect to GCBS for payment of the Merger Consideration, any shares of GCBS Common Stock and cash in lieu of any fractional shares and any unpaid dividends and distributions on the Parent GCBS Common Stock deliverable in respect of each share of Company CVBG Common Stock such shareholder holds as determined pursuant to this Agreement, in each case, without any interest thereon. Any Merger Consideration remaining unclaimed as of a date which is immediately prior to such time as such amounts would otherwise escheat to or become property of any Governmental Entity shall, to the extent permitted by applicable law, become the property of Parent free and clear of any claims or interest of any Person previously entitled thereto. Notwithstanding the foregoing, none of ParentCVBG, CompanyGCBS, the Exchange Agent or any other person shall be liable to any former holder of shares of Company CVBG Common Stock for any amount delivered in good faith to a public official pursuant to applicable abandoned property, escheat or similar laws. (hf) In the event any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Certificate to be lost, stolen or destroyed and, if reasonably required by Parent or the Exchange AgentGCBS, the posting by such person of a bond in such amount as Parent GCBS may determine is reasonably necessary as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate the Merger Consideration shares of GCBS Common Stock, and any cash deliverable in respect thereof pursuant to this Agreement.

Delivery of Merger Consideration. (a) As soon as reasonably practicable after the Effective Time, the Exchange Agent shall mail to each holder of record of Certificate(s) which immediately prior to the Effective Time represented outstanding shares of Company Yardville Common Stock whose shares were converted into the right to receive the Merger Consideration pursuant to Section 2.7 3.1 and any cash in lieu of fractional shares of Parent Acquirer Common Stock to be issued or paid in consideration therefor who did not properly complete and submit an Election Form, Form (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to Certificate(s) shall pass, only upon delivery of Certificate(s) (or affidavits of loss in lieu of such Certificate(s))) (the “Letter of Transmittal”Certificates) to the Exchange Agent and shall be substantially in such form and have such other provisions as shall be prescribed by the Exchange Agent Agreement (the “Letter of Transmittal”) and (ii) instructions for use in surrendering Certificate(s) in exchange for the Merger Consideration and any cash in lieu of fractional shares of Parent Acquirer Common Stock to be issued or paid in consideration therefor in accordance with Section 2.14(f3.2.3(f) upon surrender of such Certificate and any dividends or distributions to which such holder is entitled pursuant to Section 2.14(c3.2.3(c). (b) Upon surrender to the Exchange Agent of its Certificate(s)Certificate or Certificates, accompanied by a properly completed Form of Election or a properly completed Letter of Transmittal, a holder of Company Yardville Common Stock will be entitled to receive, receive promptly after the Effective Time, Time the Merger Consideration (elected or deemed elected by it, subject to, and in accordance with Sections 2.7 and 2.8the aggregate Cash Consideration paid to each such holder rounded to the nearest whole cent) and any cash in lieu of fractional shares of Parent Acquirer Common Stock to be issued or paid in consideration therefor in respect of the shares of Company Yardville Common Stock represented by its Certificate(s)Certificate or Certificates. Until so surrendered, each such Certificate shall represent after the Effective Time, for all purposes, only the right to receive, without interest, receive the Merger Consideration and any cash in lieu of fractional shares of Parent Acquirer Common Stock to be issued or paid in consideration therefor upon surrender of such Certificate in accordance with, and any dividends or distributions to which such holder is entitled pursuant to, this Article IISection 3.2. (c) No dividends or other distributions with respect to Parent Acquirer Common Stock shall be paid to the holder of any unsurrendered Certificate with respect to the shares of Parent Acquirer Common Stock represented thereby, in each case unless and until the surrender of such Certificate in accordance with this Article IISection 3.2. Subject to the effect of applicable abandoned property, escheat or similar laws, following surrender of any such Certificate in accordance with this Article II Section 3.2, the record holder thereof shall be entitled to receive, without interest, (i) the amount of dividends or other distributions with a record date after the Effective Time theretofore payable with respect to the whole shares of Parent Acquirer Common Stock represented by such Certificate and not paid and/or (ii) at the appropriate payment date, the amount of dividends or other distributions payable with respect to shares of Parent Acquirer Common Stock represented by such Certificate with a record date after the Effective Time (but before such surrender date) and with a payment date subsequent to the issuance of the Parent Acquirer Common Stock issuable with respect to such Certificate. (d) In the event of a transfer of ownership of a Certificate representing Company Yardville Common Stock that is not registered in the stock transfer records of CompanyYardville, the proper amount of cash and/or shares of Parent Acquirer Common Stock shall be paid or issued in exchange therefor to a person Person other than the person Person in whose name the Certificate so surrendered is registered if the Certificate formerly representing such Company Yardville Common Stock shall be properly endorsed or otherwise be in proper form for transfer and the person Person requesting such payment or issuance shall pay any transfer or other similar Taxes required by reason of the payment or issuance to a person Person other than the registered holder of the Certificate or establish to the satisfaction of Parent Acquirer that the Tax has been paid or is not applicable. The Exchange Agent (or, subsequent to the first anniversary of the Effective Time, Parent) shall be entitled to deduct and withhold from any cash portion of the Merger Consideration, any cash in lieu of fractional shares of Parent Common Stock, cash dividends or distributions payable pursuant to Section 2.14(c) hereof and any other cash amounts otherwise payable pursuant to this Agreement to any holder of Company Common Stock (including with respect to any Dissenting Shares) such amounts as the Exchange Agent or Parent, as the case may be, is required to deduct and withhold under the Code, or any provision of state, local or foreign Tax law, with respect to the making of such payment. To the extent the amounts are so withheld by the Exchange Agent or Parent, as the case may be, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of shares of Company Common Stock in respect of whom such deduction and withholding was made by the Exchange Agent or Parent, as the case may be. (e) After the Effective Time, there shall be no transfers on the stock transfer books of Company Yardville of any the shares of Company Yardville Common Stock that were issued and outstanding immediately prior to the Effective Time other than to settle transfers of Company Yardville Common Stock that occurred prior to the Effective Time. If, after the Effective Time, Certificates representing such shares are presented for transfer to the Exchange Agent, they shall be cancelled and exchanged for the Merger Consideration and any cash in lieu of fractional shares of Parent Acquirer Common Stock to be issued or paid in consideration therefor in accordance with Section 2.7 and the procedures set forth in this Article IISection 3.2. (f) Notwithstanding anything to the contrary contained in this Agreement, no certificates or scrip representing fractional shares of Parent Acquirer Common Stock shall be issued upon the surrender of Certificates for exchange, no dividend or distribution with respect to Parent Acquirer Common Stock shall be payable on or with respect to any fractional share, and such fractional share interests shall not entitle the owner thereof to vote or to any other rights of a shareholder stockholder of ParentAcquirer. In lieu of the issuance of any such fractional share, Parent Acquirer shall pay to each former shareholder stockholder of Company Yardville who otherwise would be entitled to receive such fractional share, share an amount in cash (rounded to the nearest whole cent) determined by multiplying (i) the Parent Share Acquirer Closing Price by (ii) the fraction of a share (after taking into account all shares of Company Yardville Common Stock held by such holder at the Effective Time and rounded to the nearest one thousandth when expressed in decimal form) of Parent Acquirer Common Stock to which such holder would otherwise be entitled to receive pursuant to Section 2.7. The parties acknowledge that payment of the cash consideration in lieu of issuing fractional shares was not separately bargain-for consideration but merely represents a mechanical rounding off for purposes of avoiding the expense and inconvenience to Parent that would otherwise be caused by the issuance of fractional shares3.1. (g) Any portion of the Exchange Fund that remains unclaimed by the shareholders stockholders of Company Yardville as of the first anniversary of the Effective Time shall may, to the extent permitted by applicable law, be paid to ParentAcquirer. Any In such event, any former shareholders stockholders of Company Yardville who have not theretofore complied with this Article II Section 3.2 shall thereafter look only to Parent Acquirer with respect to the Merger Consideration, any cash in lieu of any fractional shares and any unpaid dividends and distributions on the Parent Acquirer Common Stock deliverable in respect of each share of Company Yardville Common Stock such shareholder stockholder holds as determined pursuant to this Agreement, in each case, without any interest thereon. Any Merger Consideration remaining unclaimed as of a date which is immediately prior to such time as such amounts would otherwise escheat to or become property of any Governmental Entity shall, to the extent permitted by applicable law, become the property of Parent free and clear of any claims or interest of any Person previously entitled thereto. Notwithstanding the foregoing, none of ParentAcquirer, CompanyYardville, the Exchange Agent or any other person Person shall be liable to any former holder of shares of Company Yardville Common Stock for any amount delivered in good faith to a public official pursuant to applicable abandoned property, escheat or similar laws. (h) In the event any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person Person claiming such Certificate to be lost, stolen or destroyed and, if reasonably required by Parent Acquirer or the Exchange Agent, the posting by such person Person of a bond in such amount as Parent Acquirer may determine is reasonably necessary as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate the Merger Consideration deliverable in respect thereof pursuant to this Agreement.

Delivery of Merger Consideration. (a) As soon as reasonably practicable after the Effective Time, the Exchange Agent shall mail to each holder of record of Certificate(s) which that immediately prior to the Effective Time represented outstanding shares of Company GBC Common Stock whose shares were converted into the right to receive the Merger Consideration pursuant to Section 2.7 1.4 and any cash in lieu of fractional shares of Parent First Charter Common Stock to be issued or paid in consideration therefor who did not properly complete and submit an Election Form, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to Certificate(s) shall pass, only upon delivery of Certificate(s) (or affidavits of loss in lieu of such Certificate(s))) (the “Letter of Transmittal”Certificates) to the Exchange Agent and shall be substantially in such form and have such other provisions as shall be prescribed by the Exchange Agent Agreement (the “Letter of Transmittal”) and (ii) instructions for use in surrendering Certificate(s) in exchange for the Merger Consideration and any cash in lieu of fractional shares of Parent First Charter Common Stock to be issued or paid in consideration therefor in accordance with Section 2.14(f2.4(f) upon surrender of such Certificate and any dividends or distributions to which such holder is entitled pursuant to Section 2.14(c2.4(c). (b) Upon surrender to the Exchange Agent of its Certificate(s)Certificate or Certificates, accompanied by a properly completed Form of Election or a properly completed Letter of Transmittal, a holder of Company GBC Common Stock will be entitled to receive, receive promptly after the Effective Time, Time the Merger Consideration (elected or deemed elected by it, subject to, and in accordance with Sections 2.7 and 2.8the aggregate Cash Consideration paid to each such holder rounded to the nearest whole cent) and any cash in lieu of fractional shares of Parent First Charter Common Stock to be issued or paid in consideration therefor in respect of the shares of Company GBC Common Stock represented by its Certificate(s)Certificate or Certificates. Until so surrendered, each such Certificate shall represent after the Effective Time, for all purposes, only the right to receive, without interest, receive the Merger Consideration and any cash in lieu of fractional shares of Parent First Charter Common Stock to be issued or paid in consideration therefor upon surrender of such Certificate in accordance with, and any dividends or distributions to which such holder is entitled pursuant to, this Article II. (c) No dividends or other distributions with respect to Parent First Charter Common Stock shall be paid to the holder of any unsurrendered Certificate with respect to the shares of Parent First Charter Common Stock represented thereby, in each case unless and until the surrender of such Certificate in accordance with this Article II. Subject to the effect of applicable abandoned property, escheat or similar laws, following surrender of any such Certificate in accordance with this Article II II, the record holder thereof shall be entitled to receive, without interest, (i) the amount of dividends or other distributions with a record date after the Effective Time theretofore payable with respect to the whole shares of Parent First Charter Common Stock represented by such Certificate and not paid and/or (ii) at the appropriate payment date, the amount of dividends or other distributions payable with respect to shares of Parent First Charter Common Stock represented by such Certificate with a record date after the Effective Time (but before such surrender date) and with a payment date subsequent to the issuance of the Parent First Charter Common Stock issuable with respect to such Certificate. (d) In the event of a transfer of ownership of a Certificate representing Company GBC Common Stock that is not registered in the stock transfer records of CompanyGBC, the proper amount of cash and/or shares of Parent First Charter Common Stock shall be paid or issued in exchange therefor to a person other than the person in whose name the Certificate so surrendered is registered if the Certificate formerly representing such Company GBC Common Stock shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment or issuance shall pay any transfer or other similar Taxes required by reason of the payment or issuance to a person other than the registered holder of the Certificate or establish to the satisfaction of Parent First Charter that the Tax has been paid or is not applicable. The Exchange Agent (or, subsequent to the first anniversary of the Effective Time, ParentFirst Charter) shall be entitled to deduct and withhold from any the cash portion of the Merger Consideration, Consideration and any cash in lieu of fractional shares of Parent First Charter Common Stock, cash dividends or distributions payable pursuant to Section 2.14(c) hereof and any other cash amounts Stock otherwise payable pursuant to this Agreement to any holder of Company GBC Common Stock (including with respect to any Dissenting Shares) such amounts as the Exchange Agent or ParentFirst Charter, as the case may be, is required to deduct and withhold under the Code, or any provision of state, local or foreign Tax law, with respect to the making of such payment. To the extent the amounts are so withheld by the Exchange Agent or ParentFirst Charter, as the case may be, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of shares of Company GBC Common Stock in respect of whom such deduction and withholding was made by the Exchange Agent or ParentFirst Charter, as the case may be. (e) After the Effective Time, there shall be no transfers on the stock transfer books of Company GBC of any the shares of Company GBC Common Stock that were issued and outstanding immediately prior to the Effective Time other than to settle transfers of Company GBC Common Stock that occurred prior to the Effective Time. If, after the Effective Time, Certificates representing such shares are presented for transfer to the Exchange Agent, they shall be cancelled and exchanged for the Merger Consideration and any cash in lieu of fractional shares of Parent First Charter Common Stock to be issued or paid in consideration therefor in accordance with Section 2.7 and the procedures set forth in this Article II. (f) Notwithstanding anything to the contrary contained in this Agreement, no certificates or scrip representing fractional shares of Parent First Charter Common Stock shall be issued upon the surrender of Certificates for exchange, no dividend or distribution with respect to Parent First Charter Common Stock shall be payable on or with respect to any fractional share, and such fractional share interests shall not entitle the owner thereof to vote or to any other rights of a shareholder of ParentFirst Charter. In lieu of the issuance of any such fractional share, Parent First Charter shall pay to each former shareholder of Company GBC who otherwise would be entitled to receive such fractional share, share an amount in cash (rounded to the nearest whole cent) determined by multiplying (i) the Parent Share Price closing price of a share of First Charter Common Stock on the Nasdaq National Market on the date of the Effective Time (the “First Charter Closing Price”) by (ii) the fraction of a share (after taking into account all shares of Company GBC Common Stock held by such holder at the Effective Time and rounded to the nearest one thousandth when expressed in decimal form) of Parent First Charter Common Stock to which such holder would otherwise be entitled to receive pursuant to Section 2.7. The parties acknowledge that payment of the cash consideration in lieu of issuing fractional shares was not separately bargain-for consideration but merely represents a mechanical rounding off for purposes of avoiding the expense and inconvenience to Parent that would otherwise be caused by the issuance of fractional shares1.4. (g) Any portion of the Exchange Fund that remains unclaimed by the shareholders of Company GBC as of the first anniversary of the Effective Time shall may be paid to ParentFirst Charter. Any In such event, any former shareholders of Company GBC who have not theretofore complied with this Article II shall thereafter look only to Parent First Charter with respect to the Merger Consideration, any cash in lieu of any fractional shares and any unpaid dividends and distributions on the Parent First Charter Common Stock deliverable in respect of each share of Company GBC Common Stock such shareholder holds as determined pursuant to this Agreement, in each case, without any interest thereon. Any Merger Consideration remaining unclaimed as of a date which is immediately prior to such time as such amounts would otherwise escheat to or become property of any Governmental Entity shall, to the extent permitted by applicable law, become the property of Parent free and clear of any claims or interest of any Person previously entitled thereto. Notwithstanding the foregoing, none of ParentFirst Charter, CompanyGBC, the Exchange Agent or any other person shall be liable to any former holder of shares of Company GBC Common Stock for any amount delivered in good faith to a public official pursuant to applicable abandoned property, escheat or similar laws. (h) In the event any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Certificate to be lost, stolen or destroyed and, if reasonably required by Parent First Charter or the Exchange Agent, the posting by such person of a bond in such amount as Parent First Charter may determine is reasonably necessary as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate the Merger Consideration deliverable in respect thereof pursuant to this Agreement.

Delivery of Merger Consideration. (a) As soon as reasonably practicable practicable, but no later than seven business days after the Effective Time, the Exchange Agent shall mail to each holder of record of a Company Stock Certificate(s) which immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into the right to receive the Merger Consideration pursuant to Section 2.7 1.4 and any cash in lieu of fractional shares of Parent Common Stock to be issued or paid in consideration therefor who did not properly complete and submit an Election Form, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to Company Stock Certificate(s) shall pass, only upon delivery of Company Stock Certificate(s) (or affidavits of loss in lieu of such Certificate(s)certificates)) (the “"Letter of Transmittal”") to the Exchange Agent and shall be substantially in such form and have such other provisions as shall be prescribed by the Exchange Agent Agreement and (ii) instructions for use in surrendering Company Stock Certificate(s) in exchange for the Merger Consideration and any cash in lieu of fractional shares of Parent Common Stock to be issued or paid in consideration therefor upon surrender of such certificate in accordance with Section 2.14(f2.3(f) upon surrender of such Certificate and any dividends or distributions to which such holder is entitled pursuant to Section 2.14(c2.3(c). (b) Upon surrender to the Exchange Agent of its Certificate(s)Company Stock Certificate or Certificates, accompanied by a properly completed Form of Election or a properly completed Letter of Transmittal, a holder of Company Common Stock will be entitled to receive, receive promptly after the Effective Time, Time the Merger Consideration (elected or deemed elected by it, subject to, to Sections 1.4 and in accordance with Sections 2.7 and 2.81.6) and any cash in lieu of fractional shares of Parent Common Stock to be issued or paid in consideration therefor in respect of the shares of Company Common Stock represented by its Certificate(s)Company Stock Certificate or Certificates. Until so surrendered, each such Company Stock Certificate shall represent after the Effective Time, for all purposes, only the right to receive, without interest, receive the Merger Consideration and any cash in lieu of fractional shares of Parent Common Stock to be issued or paid in consideration therefor upon surrender of such Certificate certificate in accordance with, and any dividends or distributions to which such holder is entitled pursuant to, this Article II. (c) No dividends or other distributions with respect to Parent Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Company Stock Certificate with respect to the shares of Parent Common Stock represented thereby, and no cash payment in lieu of fractional shares shall be paid to any such holder pursuant to subsection (f) below, and all such dividends, other distributions and cash in lieu of fractional shares of Parent Common Stock shall be paid by Parent to the Exchange Agent and shall be included in the Exchange Fund, in each case unless and until the surrender of such Company Stock Certificate in accordance with this Article II. Subject to the effect of applicable abandoned property, escheat or similar laws, following surrender of any such Company Stock Certificate in accordance with this Article II the record holder thereof there shall be entitled paid to receivethe Holder of a Parent Stock Certificate representing whole shares of Parent Common Stock issued in exchange therefor, without interest, (i) at the time of such surrender, the amount of dividends or other distributions with a record date after the Effective Time theretofore payable paid with respect to the such whole shares of Parent Common Stock represented by and the amount of any cash payable in lieu of a fractional share of Parent Common Stock to which such Certificate Holder is entitled pursuant to subsection (f), and not paid and/or (ii) at the appropriate payment date, the amount of dividends or other distributions payable with respect to shares of Parent Common Stock represented by such Certificate with a record date after the Effective Time (but before prior to such surrender date) and with a payment date subsequent to the issuance of the Parent Common Stock issuable such surrender payable with respect to such Certificatewhole shares of Parent Common Stock. Parent shall make available to the Exchange Agent cash for these purposes, if necessary. (d) In If any portion of the event of a transfer of ownership of a Certificate representing Company Common Stock that Merger Consideration is not registered in the stock transfer records of Company, the proper amount of cash and/or shares of Parent Common Stock shall to be paid or issued in exchange therefor to a person Person other than the person Person in whose name the a Company Stock Certificate so surrendered is registered if the Certificate formerly representing registered, it shall be a condition to such payment that such Company Common Stock Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person Person requesting such payment or issuance shall pay to the Exchange Agent any transfer or other similar Taxes (as defined herein) required by reason as a result of the such payment or issuance to a person Person other than the registered holder of the Certificate such Company Stock Certificate, or establish to the reasonable satisfaction of Parent the Exchange Agent that the such Tax has been paid or is not applicablepayable. The Exchange Agent (or, subsequent to the first anniversary of the Effective Time, Parent) shall be entitled to deduct and withhold from any cash portion of the Merger Consideration, any Consideration (including cash in lieu of fractional shares of Parent Common Stock, cash dividends or distributions payable pursuant to Section 2.14(c) hereof and any other cash amounts otherwise payable pursuant to this Agreement to any holder of Company Common Stock (including with respect to any Dissenting Shares) such amounts as the Exchange Agent or Parent, as the case may be, is required to deduct and withhold under the Code, or any provision of state, local or foreign Tax law, with respect to the making of such payment. To the extent the amounts are so withheld by the Exchange Agent or Parent, as the case may be, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of shares of Company Common Stock in respect of whom such deduction and withholding was made by the Exchange Agent or Parent, as the case may be. (e) After the Effective Time, Time there shall be no further registration or transfers on the stock transfer books of Company of any shares of Company Common Stock that were issued and outstanding immediately prior to the Effective Time other than to settle transfers of Company Common Stock that occurred prior to the Effective TimeStock. If, If after the Effective Time, Company Stock Certificates representing such shares are presented for transfer to the Exchange AgentSurviving Corporation, they shall be cancelled and exchanged for the Merger Consideration and any cash in lieu of fractional shares of Parent Common Stock to be issued or paid in consideration therefor in accordance with Section 2.7 and the procedures set forth in this Article II. (f) Notwithstanding anything to the contrary contained in this Agreement, no certificates or scrip No Parent Stock Certificates representing fractional shares of Parent Common Stock shall be issued upon the surrender for exchange of Certificates for exchange, Company Stock Certificates; no dividend or distribution with respect by Parent shall relate to Parent Common Stock shall be payable on or with respect to any such fractional share, share interests; and such fractional share interests shall will not entitle the owner thereof to vote or to any other rights of as a shareholder of Parent. In lieu of the issuance of any such fractional shareshares, Parent shall pay to each former shareholder Holder of a Company Stock Certificate who would otherwise would be have been entitled to receive a fractional share interest in exchange for such fractional share, Company Stock Certificate shall receive from the Exchange Agent an amount in cash (rounded equal to the nearest whole cent) determined product obtained by multiplying (iA) the Parent Share Price by (ii) the fraction of a fractional share interest to which such Holder (after taking into account all shares of Company Common Stock held by such holder at the Effective Time and rounded to the nearest one thousandth when expressed in decimal formTime) of Parent Common Stock to which such holder would otherwise be entitled by (B) the Parent Closing Price. Notwithstanding any other provision contained in this Agreement, funds utilized to receive pursuant to Section 2.7. The parties acknowledge that payment acquire fractional shares as aforesaid shall be furnished by Parent on a timely basis and shall in no event be derived from or diminish the Cash Consideration available for distribution as part of the cash consideration in lieu of issuing fractional shares was not separately bargain-for consideration but merely represents a mechanical rounding off for purposes of avoiding the expense and inconvenience to Parent that would otherwise be caused by the issuance of fractional sharesMerger Consideration. (g) Any portion of the Exchange Fund that remains unclaimed by the shareholders of Company as of At any time following the first anniversary of the Effective Time Time, Parent shall be paid entitled to Parent. Any former shareholders require the Exchange Agent to deliver to it any remaining portion of the Merger Consideration not distributed to holders of Company who have not theretofore complied Stock Certificates that was deposited with this Article II the Exchange Agent at the Effective Time (the "Exchange Fund") (including any interest received with respect thereto and other income resulting from investments by the Exchange Agent, as directed by Parent), and holders shall thereafter be entitled to look only to Parent (subject to abandoned property, escheat or other similar laws) with respect to the Merger Consideration, any cash in lieu of any fractional shares and any unpaid dividends and distributions on the of Parent Common Stock deliverable in and any dividends or other distributions with respect of each share of Company to Parent Common Stock such shareholder holds as determined pursuant to this Agreement, in each casepayable upon due surrender of their Company Stock Certificates, without any interest thereon. Any Merger Consideration remaining unclaimed as of a date which is immediately prior to such time as such amounts would otherwise escheat to or become property of any Governmental Entity shall, to the extent permitted by applicable law, become the property of Parent free and clear of any claims or interest of any Person previously entitled thereto. Notwithstanding the foregoing, none of Parent, Company, neither Parent nor the Exchange Agent or any other person shall be liable to any former holder of shares of a Company Common Stock Certificate for any amount Merger Consideration (or dividends or distributions with respect thereto) or cash from the Exchange Fund in each case delivered in good faith to a public official pursuant to any applicable abandoned property, escheat or similar lawslaw. (h) In the event any Certificate Company Stock Certificates shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person Person claiming such Certificate Company Stock Certificate(s) to be lost, stolen or destroyed and, if reasonably required by Parent or the Exchange Agent, the posting by such person Person of a bond in such amount sum as Parent may determine is reasonably necessary direct as indemnity against any claim that may be made against it or the Surviving Corporation with respect to such CertificateCompany Stock Certificate(s), the Exchange Agent will issue the Merger Consideration deliverable in exchange for respect of the shares of Company Common Stock represented by such lost, stolen or destroyed Certificate the Merger Consideration deliverable in respect thereof pursuant to this AgreementCompany Stock Certificates.

Delivery of Merger Consideration. (a) As soon as reasonably practicable and in no event more than five business days after the Effective Timedate the Exchange Agent has effected the allocation of Merger Consideration and consideration for the Target Warrants pursuant to Sections 1.5 and 1.7(b), the Exchange Agent shall mail a Letter of Transmittal and Surrender Instructions to each holder of record of Certificate(s) which and/or Target Warrants that immediately prior to before the Effective Time represented either (i) outstanding shares of Company Target Common Stock whose shares were converted into the right to receive the Merger Consideration pursuant to Section 2.7 1.4 and any cash in lieu of fractional shares of Parent Buyer Common Stock to be issued or paid in consideration therefor who did pursuant to Section 2.3(g) or (ii) outstanding Target Warrants that were converted into the right to receive either the Warrant Cash Consideration or Warrant Stock Consideration pursuant to Section 1.7; provided, however, that the foregoing shall not properly complete and submit an Election Form, (i) a letter apply with respect to any holder of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to Certificate(s) shall pass, only upon delivery record of Certificate(s) (or affidavits of loss in lieu of such Certificate(s))) (and/or Warrant Holders who, before the “Letter of Transmittal”) Election Deadline, surrendered to the Exchange Agent and shall be substantially in such form and have such other provisions as shall be prescribed by the Exchange Agent Agreement and (ii) instructions for use in surrendering Certificate(s) in exchange for the Merger Consideration and any cash in lieu or Target Warrants, as applicable, accompanied by a properly completed Letter of fractional shares of Parent Common Stock to be issued or paid in consideration therefor in accordance with Section 2.14(f) upon surrender of such Certificate and any dividends or distributions to which such holder is entitled pursuant to Section 2.14(c)Transmittal. (b) Upon surrender to the Exchange Agent of its Certificate(s)Certificate or Certificates, accompanied by a properly completed Form of Election or a properly completed Letter of Transmittal, a holder of Company Target Common Stock will be entitled to receive, receive promptly after the Effective Time, Time the Merger Consideration (elected or deemed elected by it, subject to, and in accordance with Sections 2.7 and 2.8the aggregate Cash Consideration paid to each such holder rounded to the nearest whole cent) and any cash in lieu of fractional shares of Parent Buyer Common Stock to be issued or paid in consideration therefor (with such cash rounded to the nearest whole cent) in respect of the shares of Company Target Common Stock represented by its Certificate(s)Certificate or Certificates. Until so surrendered, each such Certificate shall represent after the Effective Time, for all purposes, only the right to receive, without interest, receive the Merger Consideration and any cash in lieu of fractional shares of Parent Buyer Common Stock to be issued or paid in consideration therefor upon surrender of such Certificate in accordance with, and any dividends or distributions to which such holder is entitled pursuant to, this Article II. (c) Upon surrender to the Exchange Agent of its Target Warrants, accompanied by a properly completed Letter of Transmittal, a Warrant Holder will be entitled to receive promptly after the Effective Time the consideration for the Target Warrants (with the aggregate Warrant Cash Consideration paid to each such Warrant Holder rounded to the nearest whole cent) and any cash in lieu of fractional shares of Buyer Common Stock to be issued or paid in consideration therefor (with such cash rounded to the nearest whole cent) in respect of the Target Warrants. Until so surrendered, each such Target Warrant shall represent after the Effective Time, for all purposes, only the right to receive the consideration for the Target Warrants and any cash in lieu of fractional shares of Buyer Common Stock to be issued or paid in consideration therefor upon surrender of such Target Warrant in accordance with, and any dividends or distributions to which such holder is entitled pursuant to, this Article II. (d) No dividends or other distributions distributions, if any, payable with respect to Parent Buyer Common Stock shall be paid to the holder of any unsurrendered Certificate or Target Warrant with respect to the shares of Parent Buyer Common Stock represented thereby, in each case unless and until the surrender of such Certificate or Target Warrant in accordance with this Article II. Subject to the effect of applicable abandoned property, escheat or similar laws, following surrender of any such Certificate or Target Warrant in accordance with this Article II II, the record holder thereof shall be entitled to receive, without interest, (i) the amount of dividends or other distributions distributions, if any, with a record date after the Effective Time theretofore payable with respect to the whole shares of Parent Buyer Common Stock represented by such Certificate or Target Warrant and not paid and/or (ii) at the appropriate payment date, the amount of dividends or other distributions distributions, if any, payable with respect to shares of Parent Buyer Common Stock represented by such Certificate or Target Warrant with a record date after the Effective Time (but before such surrender date) and with a payment date subsequent to the issuance of the Parent Buyer Common Stock issuable with respect to such CertificateCertificate or Target Warrant. (de) In the event of a transfer of ownership of a Certificate representing Company Target Common Stock or Target Warrant that is not registered in the stock transfer records of CompanyTarget, the proper amount of cash and/or shares of Parent Buyer Common Stock shall be paid or issued in exchange therefor to a person other than the person in whose name the Certificate or Target Warrant so surrendered is registered if the Certificate formerly representing such Company Target Common Stock or Target Warrant shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment or issuance shall pay any transfer or other similar Taxes required by reason of the payment or issuance to a person other than the registered holder of the Certificate or Target Warrant or establish to the satisfaction of Parent Buyer that the Tax has been paid or is not applicable. The Exchange Agent (or, subsequent to the first anniversary of the Effective Time, ParentBuyer) shall be entitled to deduct and withhold from any the cash portion of the Merger Consideration or Warrant Cash Consideration, as applicable, and any cash in lieu of fractional shares of Parent Buyer Common Stock, cash dividends or distributions payable pursuant to Section 2.14(c) hereof and any other cash amounts Stock otherwise payable pursuant to this Agreement to any holder of Company Target Common Stock (including with respect to any Dissenting Shares) or Target Warrants such amounts as the Exchange Agent or ParentBuyer, as the case may be, is required to deduct and withhold under the Code, or any provision of state, local or foreign Tax law, with respect to the making of such payment. To the extent the amounts are so withheld by the Exchange Agent or ParentBuyer, as the case may be, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder Holder of shares of Company Target Common Stock or Warrant Holder in respect of whom such deduction and withholding was made by the Exchange Agent or ParentBuyer, as the case may be. (ef) After the Effective Time, there shall be no transfers on the stock transfer books of Company Target of any the shares of Company Target Common Stock that were issued and outstanding immediately prior to before the Effective Time other than to settle transfers of Company Target Common Stock that occurred prior to before the Effective Time. If, after the Effective Time, Certificates representing such shares are presented for transfer to the Exchange Agent, they shall be cancelled and exchanged for the Merger Consideration and any cash in lieu of fractional shares of Parent Buyer Common Stock to be issued or paid in consideration therefor in accordance with Section 2.7 and the procedures set forth in this Article II. (fg) Notwithstanding anything to the contrary contained in this Agreement, no certificates or scrip representing fractional shares of Parent Buyer Common Stock shall be issued upon the surrender of Certificates or Target Warrants for exchange, no dividend or distribution with respect to Parent Buyer Common Stock shall be payable on or with respect to any fractional share, and such fractional share interests shall not entitle the owner thereof to vote or to any other rights of a shareholder of ParentBuyer. In lieu of the issuance of any such fractional share, Parent Buyer shall pay to each former shareholder of Company Target or Warrant Holder who otherwise would be entitled to receive such fractional share, share an amount in cash (rounded to the nearest whole cent) determined by multiplying (i) the Parent Per Share Price Amount by (ii) the fraction of a share (after taking into account all shares of Company Target Common Stock held by such holder at the Effective Time or issuable to such holder upon the exercise of such holder’s Target Warrants immediately before the Effective Time and rounded to the nearest one thousandth when expressed in decimal form) of Parent Buyer Common Stock to which such holder would otherwise be entitled to receive pursuant to Section 2.7. The parties acknowledge that payment of the cash consideration in lieu of issuing fractional shares was not separately bargain-for consideration but merely represents a mechanical rounding off for purposes of avoiding the expense and inconvenience to Parent that would otherwise be caused by the issuance of fractional sharesSections 1.4 or 1.7. (gh) Any portion of the Exchange Fund that remains unclaimed by the shareholders of Company Target or Warrant Holders as of the first anniversary of the Effective Time shall be paid to ParentBuyer; provided, however, that Buyer shall comply with any applicable state escheat laws related to any such unclaimed portion of the Exchange Fund. Any In such event, any former shareholders of Company Target or Warrant Holders who have not theretofore complied with this Article II shall thereafter look only to Parent Buyer with respect to the Merger ConsiderationConsideration or consideration for the Target Warrants, any cash in lieu of any fractional shares and any unpaid dividends and distributions on the Parent Buyer Common Stock deliverable in respect of each share of Company Target Common Stock such shareholder holds or Target Warrant such Warrant Holder holds as determined pursuant to this Agreement, in each case, without any interest thereon. Any Merger Consideration remaining unclaimed as of a date which is immediately prior to such time as such amounts would otherwise escheat to or become property of any Governmental Entity shall, to the extent permitted by applicable law, become the property of Parent free and clear of any claims or interest of any Person previously entitled thereto. Notwithstanding the foregoing, none of ParentBuyer, CompanyTarget, the Exchange Agent or any other person shall be liable to any former holder of shares of Company Target Common Stock or Target Warrants for any amount delivered in good faith to a public official pursuant to applicable abandoned property, escheat or similar laws. (hi) In the event If any Certificate shall have or Target Warrant has been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Certificate or Target Warrant to be lost, stolen or destroyed and, if reasonably required by Parent Buyer or the Exchange Agent, the posting by such person of a bond in such amount as Parent Buyer may determine is reasonably necessary as indemnity against any claim that may be made against it with respect to such CertificateCertificate or Target Warrant, as applicable, the Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate or Target Warrant the Merger Consideration or consideration for the Target Warrants, as applicable, deliverable in respect thereof pursuant to this Agreement.

Delivery of Merger Consideration. (a) As soon as reasonably practicable after Promptly following the Effective Time, the Company shall cause the Exchange Agent shall to mail to each holder of record of Certificate(scertificate(s) which immediately prior to the Effective Time represented outstanding representing shares of Company Knight Preferred Stock, GETCO Units or Blocker Units or to each holder of record of certificate(s) representing shares of Knight Common Stock whose who theretofore has not submitted such holder’s Election Form (all such certificates, together with certificate(s) representing shares of Knight Common Stock previously submitted with an Election Form, “Certificates”) that were converted into the right to receive the Merger Consideration pursuant to Section 2.7 and any cash in lieu of fractional shares of Parent Common Stock to be issued or paid in consideration therefor who did not properly complete and submit an Election Form, 1.11 (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to Certificate(s) shall pass, only upon delivery of Certificate(s) (or affidavits of loss in lieu of such Certificate(s))) to the Exchange Agent in a form to be mutually agreed upon by GETCO and Knight (the “Letter of Transmittal”) to the Exchange Agent and shall be substantially in such form and have such other provisions as shall be prescribed by the Exchange Agent Agreement ), and (ii) instructions for use in surrendering Certificate(s) for shares in exchange for the Merger Consideration and Consideration, any cash in lieu of fractional shares of Parent Company Common Stock to be issued or paid in consideration therefor in accordance with Section 2.14(f) upon surrender of such Certificate and any dividends or distributions to which such holder is entitled pursuant to Section 2.14(c2.2(c). (b) Upon surrender to the Exchange Agent of its Certificate(s), accompanied by a properly completed Form Letter of Transmittal or, to the extent received prior to the Election or Deadline, a properly completed Letter Election Form (in the case of Transmittalholders of Knight Common Stock), a holder of Company Knight Common Stock Stock, Knight Preferred Stock, GETCO Units or Blocker Units will be entitled to receive, receive promptly after the Effective Time, Time the Merger Consideration (elected or deemed elected by it, subject to, and in accordance with Sections 2.7 and 2.8) and any cash in lieu of fractional shares of Parent Company Common Stock to be issued or paid in consideration therefor in accordance with the procedures set forth in this Article II in respect of the shares of Company Knight Common Stock Stock, Knight Preferred Stock, GETCO Units or Blocker Units represented by its such holder’s Certificate(s). Until so surrendered, each such Certificate shall represent after the Effective Time, for all purposes, only the right to receive, without interest, the Merger Consideration and any cash in lieu of fractional shares of Parent Common Stock to be issued or paid in consideration therefor upon surrender of such Certificate in accordance with, and any dividends or distributions to which such holder is entitled pursuant to, to this Article II. (c) No dividends or other distributions with respect to Parent Company Common Stock or Company Preferred Stock shall be paid to the holder of any unsurrendered Certificate with respect to the shares of Parent Company Common Stock or Company Preferred Stock represented thereby, in each case unless and until the surrender of such Certificate in accordance with this Article II. Subject to the effect of applicable abandoned property, escheat or similar laws, following surrender of any such Certificate in accordance with this Article II II, the record holder thereof shall be entitled to receive, without interest, (i) the amount of dividends or other distributions with a record date after the Effective Time theretofore payable with respect to the whole shares of Parent Company Common Stock or Company Preferred Stock represented by such Certificate and not paid and/or (ii) at the appropriate payment date, the amount of dividends or other distributions payable with respect to shares of Parent Company Common Stock or Company Preferred Stock represented by such Certificate with a record date after the Effective Time (but before such surrender date) and with a payment date subsequent to the issuance of the Parent Company Common Stock or Company Preferred Stock issuable with respect to such Certificate. (d) In the event of a transfer of ownership of a Certificate representing Company Common Stock that is not registered in the stock transfer records of Company, the proper amount of cash and/or shares of Parent Common Stock shall be paid or issued in exchange therefor to a person other than the person in whose name the Certificate so surrendered is registered if the Certificate formerly representing such Company Common Stock shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment or issuance shall pay any transfer or other similar Taxes required by reason of the payment or issuance to a person other than the registered holder of the Certificate or establish to the satisfaction of Parent that the Tax has been paid or is not applicable. The Exchange Agent (or, subsequent to the first anniversary of the Effective Time, Parent) shall be entitled to deduct and withhold from any cash portion of the Merger Consideration, any cash in lieu of fractional shares of Parent Common Stock, cash dividends or distributions payable pursuant to Section 2.14(c) hereof and any other cash amounts otherwise payable pursuant to this Agreement to any holder of Company Common Stock (including with respect to any Dissenting Shares) such amounts as the Exchange Agent or Parent, as the case may be, is required to deduct and withhold under the Code, or any provision of state, local or foreign Tax law, with respect to the making of such payment. To the extent the amounts are so withheld by the Exchange Agent or Parent, as the case may be, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of shares of Company Common Stock in respect of whom such deduction and withholding was made by the Exchange Agent or Parent, as the case may be. (e) After the Effective Time, there shall be no transfers on the stock transfer books of Company Knight, Blocker or GETCO of any shares of Company the Knight Common Stock Stock, Knight Preferred Stock, Blocker Units or GETCO Units, respectively, that were issued and outstanding immediately prior to the Effective Time other than to settle transfers of Company Common Stock that occurred prior to the Effective Time. If, after the Effective Time, Certificates representing such shares or units are presented for transfer to the Exchange Agent, they such Certificates shall be cancelled canceled and exchanged for the Merger Consideration (and any cash in lieu of fractional shares of Parent Common Stock to be issued or paid in consideration therefor in accordance with Section 2.7 and the procedures set forth in this Article II. (f) Notwithstanding anything to the contrary contained in this Agreement, no certificates or scrip representing fractional shares of Parent Common Stock shall be issued upon the surrender of Certificates for exchange, no dividend or distribution with respect to Parent Common Stock shall be payable on or with respect to any fractional share, and such fractional share interests shall not entitle the owner thereof to vote or to any other rights of a shareholder of Parent. In lieu of the issuance of any such fractional share, Parent shall pay to each former shareholder of Company who otherwise would be entitled to receive such fractional share, an amount in cash (rounded to the nearest whole cent) determined by multiplying (i) the Parent Share Price by (ii) the fraction of a share (after taking into account all shares of Company Common Stock held by such holder at the Effective Time and rounded to the nearest one thousandth when expressed in decimal form) of Parent Common Stock to which such holder would otherwise be entitled to receive pursuant to Section 2.7. The parties acknowledge that payment of the cash consideration in lieu of issuing fractional shares was not separately bargain-for consideration but merely represents a mechanical rounding off for purposes of avoiding the expense and inconvenience to Parent that would otherwise be caused by the issuance of fractional sharesStock). (g) Any portion of the Exchange Fund that remains unclaimed by the shareholders of Company as of the first anniversary of the Effective Time shall be paid to Parent. Any former shareholders of Company who have not theretofore complied with this Article II shall thereafter look only to Parent with respect to the Merger Consideration, any cash in lieu of any fractional shares and any unpaid dividends and distributions on the Parent Common Stock deliverable in respect of each share of Company Common Stock such shareholder holds as determined pursuant to this Agreement, in each case, without any interest thereon. Any Merger Consideration remaining unclaimed as of a date which is immediately prior to such time as such amounts would otherwise escheat to or become property of any Governmental Entity shall, to the extent permitted by applicable law, become the property of Parent free and clear of any claims or interest of any Person previously entitled thereto. Notwithstanding the foregoing, none of Parent, Company, the Exchange Agent or any other person shall be liable to any former holder of shares of Company Common Stock for any amount delivered in good faith to a public official pursuant to applicable abandoned property, escheat or similar laws. (h) In the event any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Certificate to be lost, stolen or destroyed and, if reasonably required by Parent or the Exchange Agent, the posting by such person of a bond in such amount as Parent may determine is reasonably necessary as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate the Merger Consideration deliverable in respect thereof pursuant to this Agreement.

Delivery of Merger Consideration. (a) As soon as reasonably practicable after the Effective TimeTime but in no event later than five Business Days thereafter, Park Sterling shall cause the Exchange Paying Agent shall to mail to each holder of record of Certificate(scertificate(s) which (a “Certificate”; it being understood that any reference herein to a “Certificate” shall be deemed to include reference to book-entry account statements relating to the ownership of shares of Company Common Stock) that immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into the right to receive the Merger Consideration pursuant to Section 2.7 and any cash in lieu of fractional shares of Parent Common Stock to be issued or paid in consideration therefor who did not properly complete and submit an Election Form, (i2.7(i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to Certificate(s) shall pass, only upon delivery of Certificate(s) (or affidavits of loss in lieu of such Certificate(s))) (the “Letter of Transmittal”) to the Exchange Agent and ), which shall be substantially in such form and have such other provisions as Park Sterling and the Company shall be prescribed by the Exchange Agent Agreement reasonably agree and (ii) instructions for use in surrendering Certificate(s) in exchange for the Merger Consideration and any cash in lieu of fractional shares of Parent Common Stock to be issued or paid in consideration therefor in accordance with Section 2.14(f) upon surrender of such Certificate and any dividends or distributions to which such holder is entitled pursuant to Section 2.14(c)Consideration. (b) Upon surrender to the Exchange Paying Agent of its Certificate(s), accompanied by a properly completed Form of Election or a properly completed Letter of Transmittal, a holder of Company Common Stock will be entitled to receive, promptly after the Effective Time, receive the Merger Consideration (elected or deemed elected by it, subject to, and in accordance with Sections 2.7 and 2.8) and any cash in lieu of fractional shares of Parent Common Stock to be issued or paid in consideration therefor in respect of the shares of Company Common Stock represented by its Certificate(s)Consideration. Until so surrendered, each such Certificate shall represent after the Effective Time, for all purposes, only the right to receive, without interest, the Merger Consideration and any cash in lieu of fractional shares of Parent Common Stock to be issued or paid in consideration therefor upon surrender of such Certificate in accordance with, and any dividends or distributions to which such holder is entitled pursuant to, this Article IIConsideration. (c) No dividends or other distributions with respect to Parent Common Stock shall be paid to the holder of any unsurrendered Certificate with respect to the shares of Parent Common Stock represented thereby, in each case unless and until the surrender of such Certificate in accordance with this Article II. Subject to the effect of applicable abandoned property, escheat or similar laws, following surrender of any such Certificate in accordance with this Article II the record holder thereof shall be entitled to receive, without interest, (i) the amount of dividends or other distributions with a record date after the Effective Time theretofore payable with respect to the whole shares of Parent Common Stock represented by such Certificate and not paid and/or (ii) at the appropriate payment date, the amount of dividends or other distributions payable with respect to shares of Parent Common Stock represented by such Certificate with a record date after the Effective Time (but before such surrender date) and with a payment date subsequent to the issuance of the Parent Common Stock issuable with respect to such Certificate. (d) In the event of a transfer of ownership of a Certificate representing Company Common Stock that is not registered in the stock transfer records of the Company, the proper amount of cash and/or shares of Parent Common Stock shall be paid or issued in exchange therefor to a person other than the person in whose name the Certificate so surrendered is registered if the Certificate formerly representing such Company Common Stock shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment or issuance shall pay any transfer or other similar Taxes required by reason of the payment or issuance to a person other than the registered holder of the Certificate or establish to the satisfaction of Parent Park Sterling that the Tax has been paid or is not applicable. The Exchange Paying Agent (or, subsequent to the first anniversary of the Effective Time, Parent) and Park Sterling shall be entitled to deduct and withhold from any cash portion of the Merger Consideration, any cash in lieu of fractional shares of Parent Common Stock, cash dividends or distributions payable pursuant to Section 2.14(c) hereof Consideration and any other cash amounts otherwise payable pursuant to this Agreement to any holder of Company Common Stock (including with respect to any Dissenting Shares) such amounts as the Exchange Paying Agent or ParentPark Sterling, as the case may be, is required to deduct and withhold under the Code, or any provision of state, local or foreign Tax lawLaw, with respect to the making of such payment. To the extent the amounts are so withheld by the Exchange Paying Agent or ParentPark Sterling, as the case may be, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of shares of Company Common Stock in respect of whom such deduction and withholding was made by the Exchange Paying Agent or ParentPark Sterling, as the case may be. (ed) After the Effective Time, there shall be no transfers on the stock transfer books of the Company of any shares of Company Common Stock that were issued and outstanding immediately prior to the Effective Time other than to settle transfers of Company Common Stock that occurred prior to the Effective Time. If, after the Effective Time, Certificates representing such shares are presented for transfer to the Exchange Paying Agent, they shall be cancelled and exchanged for the Merger Consideration and any cash in lieu of fractional shares of Parent Common Stock to be issued or paid in consideration therefor in accordance with Section 2.7 and the procedures set forth in this Article IIConsideration. (f) Notwithstanding anything to the contrary contained in this Agreement, no certificates or scrip representing fractional shares of Parent Common Stock shall be issued upon the surrender of Certificates for exchange, no dividend or distribution with respect to Parent Common Stock shall be payable on or with respect to any fractional share, and such fractional share interests shall not entitle the owner thereof to vote or to any other rights of a shareholder of Parent. In lieu of the issuance of any such fractional share, Parent shall pay to each former shareholder of Company who otherwise would be entitled to receive such fractional share, an amount in cash (rounded to the nearest whole cent) determined by multiplying (i) the Parent Share Price by (ii) the fraction of a share (after taking into account all shares of Company Common Stock held by such holder at the Effective Time and rounded to the nearest one thousandth when expressed in decimal form) of Parent Common Stock to which such holder would otherwise be entitled to receive pursuant to Section 2.7. The parties acknowledge that payment of the cash consideration in lieu of issuing fractional shares was not separately bargain-for consideration but merely represents a mechanical rounding off for purposes of avoiding the expense and inconvenience to Parent that would otherwise be caused by the issuance of fractional shares. (ge) Any portion of the Exchange Fund that remains unclaimed by the shareholders stockholders of the Company as of the first anniversary of the Effective Time shall be paid to ParentPark Sterling upon Park Sterling’s demand. Any former shareholders stockholders of the Company who that have not theretofore complied with this Article ARTICLE II shall thereafter look only to Parent Park Sterling with respect to the Merger Consideration, any cash in lieu of any fractional shares and any unpaid dividends and distributions on the Parent Common Stock deliverable in respect of each share of Company Common Stock such shareholder holds as determined pursuant to this Agreement, in each case, without any interest thereon. Any Merger Consideration remaining unclaimed as of a date which is immediately prior to such time as such amounts would otherwise escheat to or become property of any Governmental Entity shall, to the extent permitted by applicable lawLaw, become the property of Parent Park Sterling free and clear of any claims or interest of any Person previously entitled thereto. Notwithstanding the foregoing, none of ParentPark Sterling, the Company, the Exchange Paying Agent or any other person shall be liable to any former holder of shares of Company Common Stock for any amount delivered in good faith to a public official pursuant to applicable abandoned property, escheat or similar lawsLaws. (hf) In the event any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Certificate to be lost, stolen or destroyed and, if reasonably required by Parent Park Sterling or the Exchange Paying Agent, the posting by such person of a bond in such amount as Parent Park Sterling may determine is reasonably necessary as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Paying Agent will issue in exchange for such lost, stolen or destroyed Certificate the Merger Consideration deliverable in respect thereof pursuant to this Agreement.

Delivery of Merger Consideration. (a) As soon Within five (5) Business Days (as reasonably practicable defined herein) after the Effective TimeTime and subject to the receipt by Computershare Trust Company, N.A. (the “Exchange Agent”) of a list of Oakwood shareholders in a format that is acceptable to the Exchange Agent, the Exchange Agent shall mail to each holder of record of Certificate(s) which immediately prior to the Effective Time represented outstanding of certificates (other than with respect to Cancelled Shares and Dissenting Shares) representing shares of Company Common Oakwood Stock whose shares were converted into the right to receive the Merger Consideration pursuant to Section 2.7 and any cash in lieu of fractional shares of Parent Common Stock to be issued or paid in consideration therefor who did not properly complete and submit an Election Form(each, a “Certificate”), (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to Certificate(s) each Certificate shall pass, only upon delivery of Certificate(s) such Certificate (or affidavits an affidavit of loss in lieu of such Certificate(sCertificate))) (the “Letter of Transmittal”) to the Exchange Agent and shall be substantially in such form and have such other provisions as shall be prescribed by the Exchange Agent Agreement (the “Letter of Transmittal”) and (ii) instructions for use in surrendering Certificate(s) each Certificate in exchange for the Merger Consideration and any cash in lieu of fractional shares of Parent Common Stock to be issued or paid in consideration therefor in accordance with Section 2.14(f) upon surrender of such Certificate and any dividends or distributions to which such holder is entitled pursuant to Section 2.14(c2.6(c). (b) Upon Within ten (10) days after surrender to the Exchange Agent of its Certificate(s)Certificate or Certificates, accompanied by a properly completed Form of Election or a properly completed Letter of Transmittal, a such holder of Company Common Oakwood Stock will be entitled to receive, promptly after receive the Effective Time, the Per Share Merger Consideration (elected or deemed elected by it, subject to, and in accordance with Sections 2.7 and 2.8) and any cash in lieu of fractional shares of Parent Common Stock to be issued or paid in consideration therefor in respect of the shares of Company Common Oakwood Stock represented by its Certificate(s)such holder’s Certificate or Certificates. Until so surrendered, each such Certificate (other than Certificates representing Cancelled Shares, which shall be treated as provided in Section 2.1(c), and Dissenting Shares, which shall be treated as provided in Section 2.4) shall represent after the Effective Time, for all purposes, only the right to receive, without interest, the Per Share Merger Consideration and any cash in lieu of fractional shares of Parent Common Stock to be issued or paid in consideration therefor upon surrender of such Certificate in accordance withwith this Section 2.6, and any dividends or distributions to which such holder is entitled pursuant to, to this Article IISection 2.6. (c) No dividends or other distributions with respect to Parent BFST Common Stock shall be paid to the holder of any unsurrendered Certificate with respect to the shares of Parent BFST Common Stock represented thereby, in each case unless and until the surrender of such Certificate in accordance with this Article IISection 2.6. Subject to the effect of applicable abandoned property, escheat or similar laws, following surrender of any such Certificate in accordance with this Article II Section 2.6, the record holder thereof shall be entitled to receive, without interest, (i) the amount of dividends or other distributions with a record date after the Effective Time theretofore payable with respect to the whole shares of Parent Common Stock represented by such Certificate and not paid and/or (ii) at the appropriate payment date, the amount of dividends or other distributions payable with respect to shares of Parent BFST Common Stock represented by such Certificate with a record date after the Effective Time (but before such surrender date) and with a payment date subsequent to the issuance of the Parent Common Stock issuable with respect to such Certificate). (d) In the event of a transfer of ownership of a Certificate representing Company Common Oakwood Stock prior to the Effective Time that is not registered in the stock transfer records of CompanyOakwood, the proper amount of cash and/or shares of Parent Common Stock Per Share Merger Consideration to be issued or paid in consideration therefor shall be issued or paid or issued in exchange therefor to a person other than the person in whose name the Certificate so surrendered is registered if the Certificate formerly representing such Company Common Oakwood Stock shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment or issuance shall pay any transfer or other similar Taxes required by reason of the payment or issuance to a person other than the registered holder of the Certificate or establish to the satisfaction of Parent BFST and the Exchange Agent that the Tax has been paid or is not applicable. The Exchange Agent (or, subsequent to the first anniversary of the Effective Time, Parent) shall be entitled to deduct and withhold from any cash portion of the Merger Consideration, any cash in lieu of fractional shares of Parent Common Stock, cash dividends or distributions payable pursuant to Section 2.14(c) hereof and any other cash amounts otherwise payable pursuant to this Agreement to any holder of Company Common Stock (including with respect to any Dissenting Shares) such amounts as the Exchange Agent or Parent, as the case may be, is required to deduct and withhold under the Code, or any provision of state, local or foreign Tax law, with respect to the making of such payment. To the extent the amounts are so withheld by the Exchange Agent or Parent, as the case may be, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of shares of Company Common Stock in respect of whom such deduction and withholding was made by the Exchange Agent or Parent, as the case may be. (e) After the Effective Time, there shall be no transfers on the stock transfer books of Company Oakwood of any the shares of Company Common Oakwood Stock that were issued and outstanding immediately prior to the Effective Time other than to settle transfers of Company Common Oakwood Stock that occurred prior to the Effective Time. If, after the Effective Time, Certificates representing such shares are presented for transfer to BFST, they shall be promptly presented to the Exchange AgentAgent for exchange as provided in this Section 2.6, they and shall be cancelled and exchanged for the Per Share Merger Consideration and any cash in lieu of fractional shares of Parent Common Stock to be issued or paid in consideration therefor in accordance with Section 2.7 and the procedures set forth in this Article IISection 2.6. (f) Notwithstanding anything to the contrary contained in this Agreement, no certificates or scrip representing fractional shares of Parent BFST Common Stock shall be issued upon the surrender of Certificates for exchange, no dividend or distribution with respect to Parent BFST Common Stock shall be payable on or with respect to any fractional share, and such fractional share interests shall not entitle the owner thereof to vote or to any other rights of a shareholder of Parent. In lieu of the issuance of any such fractional share, Parent shall pay to each former shareholder of Company who otherwise would be entitled to receive such fractional share, an amount in cash (rounded to the nearest whole cent) determined by multiplying (i) the Parent Share Price by (ii) the fraction of a share (after taking into account all shares of Company Common Stock held by such holder at the Effective Time and rounded to the nearest one thousandth when expressed in decimal form) of Parent Common Stock to which such holder would otherwise be entitled to receive pursuant to Section 2.7. The parties acknowledge that payment of the cash consideration in lieu of issuing fractional shares was not separately bargain-for consideration but merely represents a mechanical rounding off for purposes of avoiding the expense and inconvenience to Parent that would otherwise be caused by the issuance of fractional sharesBFST. (g) Any portion of the Exchange Fund that remains unclaimed by the shareholders of Company as Oakwood at the expiration of the first anniversary of six (6) months after the Effective Time shall be paid to ParentBFST. Any In such event, any former shareholders of Company Oakwood who have not theretofore complied with the exchange procedures in this Article II Section 2.6 shall thereafter look only to Parent BFST with respect to the Merger Consideration, any cash in lieu of any fractional shares Consideration and any unpaid dividends and distributions on the Parent BFST Common Stock deliverable in respect of each share of Company Common Stock represented by a Certificate such shareholder holds as determined pursuant to this Agreement, in each case, without any interest thereon. Any Merger Consideration remaining unclaimed as of a date which is immediately prior to such time as such amounts would otherwise escheat to or become property of any Governmental Entity shall, to the extent permitted by applicable law, become the property of Parent free and clear of any claims or interest of any Person previously entitled thereto. Notwithstanding the foregoing, none of ParentBFST, CompanyOakwood, the Continuing Corporation, the Exchange Agent or any other person shall be liable to any former holder of shares of Company Common Oakwood Stock for any amount delivered in good faith to a public official pursuant to applicable abandoned property, escheat or similar laws. (h) In the event any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Certificate to be lost, stolen or destroyed and, if reasonably required by Parent BFST or the Exchange Agent, the posting by such person of a bond in such amount as Parent BFST or the Exchange Agent may determine is reasonably necessary as indemnity against any claim that may be made against it with respect to such Certificate, BFST or the Exchange Agent will Agent, as the case may be, shall issue in exchange for such lost, stolen or destroyed Certificate the Merger Consideration allocable to such Certificate deliverable in respect thereof pursuant to this Agreement and subject to the Escrow Agreement.

Delivery of Merger Consideration. (a) As soon as reasonably practicable Subject to Section 2.1, not later than five (5) Business Days after the Effective TimeClosing Date, the Exchange Paying Agent shall mail to each holder of record (collectively, the “Holders”) of Certificate(s) which immediately prior to the Effective Time represented outstanding certificates representing shares of Company Common Stock whose shares (“Certificates”) that were converted into the right to receive the Per Share Merger Consideration pursuant to Section 2.7 and any cash in lieu of fractional shares of Parent Common Stock to be issued or paid in consideration therefor who did not properly complete and submit an Election Form, 1.7 (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to Certificate(s) shall pass, only upon delivery of Certificate(s) (or affidavits of loss substantially in lieu of such Certificate(s))) the form attached as Exhibit B (the “Letter of Transmittal”) to the Exchange Agent and shall be substantially in such form and have such other provisions as shall be prescribed by the Exchange Agent Agreement and (ii) instructions for use in surrendering Certificate(s) in exchange for the Merger Per Share Closing Consideration and any cash in lieu of fractional shares of Parent Common Stock to be issued or paid in consideration therefor in accordance with Section 2.14(f) upon surrender of such Certificate and any dividends or distributions to which such holder is entitled pursuant to Section 2.14(c)Certificate. (b) Upon the later of (i) five (5) Business Days after surrender to the Exchange Paying Agent of its Certificate(s), accompanied by a properly completed Form of Election or a properly completed Letter of Transmittal, a holder or (ii) the Closing Date, the Paying Agent shall pay and distribute to such Holder of Company Common Stock will be entitled to receive, promptly after the Effective Time, the Merger Per Share Closing Consideration (elected or deemed elected by it, subject to, and in accordance with Sections 2.7 and 2.8) and any cash in lieu of fractional shares of Parent Common Stock to be issued or paid in consideration therefor in respect of the shares of Company Common Stock represented by its Certificate(s), and upon surrender to the Paying Agent of its Certificate(s), accompanied by a properly completed Letter of Transmittal, a Holder of Company Common Stock will be entitled to receive, subject to and in accordance with Article IX and the Escrow Agreement, the Per Share Holdback Consideration. Until so surrendered, each such Certificate shall represent after the Effective Time, for all purposes, only the right to receive, without interest, the Per Share Merger Consideration and any cash in lieu of fractional shares of Parent Common Stock to be issued or paid in consideration therefor upon surrender of such Certificate in accordance with, and any dividends or distributions to which such holder Holder is entitled pursuant to, this Article II. (c) No dividends or other distributions with respect to Parent Common Stock shall be paid to the holder of any unsurrendered Certificate with respect to the shares of Parent Common Stock represented thereby, in each case unless and until the surrender of such Certificate in accordance with this Article II. Subject to the effect of applicable abandoned property, escheat or similar laws, following surrender of any such Certificate in accordance with this Article II the record holder thereof shall be entitled to receive, without interest, (i) the amount of dividends or other distributions with a record date after the Effective Time theretofore payable with respect to the whole shares of Parent Common Stock represented by such Certificate and not paid and/or (ii) at the appropriate payment date, the amount of dividends or other distributions payable with respect to shares of Parent Common Stock represented by such Certificate with a record date after the Effective Time (but before such surrender date) and with a payment date subsequent to the issuance of the Parent Common Stock issuable with respect to such Certificate. (d) In the event of a transfer of ownership of a Certificate representing Company Common Stock that is not registered in the stock transfer records of Company, the proper amount of cash and/or shares of Parent Common Stock Per Share Merger Consideration shall be paid or issued delivered pursuant to Section 2.2(b) in exchange therefor to a person Person other than the person Person in whose name the Certificate so surrendered is registered if the Certificate formerly representing such Company Common Stock shall be properly endorsed or otherwise be in proper form for transfer and the person Person requesting such payment or issuance shall pay any transfer or other similar Taxes required by reason of the payment or issuance to a person Person other than the registered holder Holder of the Certificate or and establish to the satisfaction of Parent that the Tax has been paid or is not applicable. The Exchange Agent (orPaying Agent, subsequent to the first anniversary of the Effective Time, Parent and Parent) ’s Affiliates shall be entitled to deduct and or withhold (or cause to be deducted or withheld) from any cash portion of the Per Share Merger Consideration, any cash in lieu of fractional shares of Parent Common Stock, cash dividends or distributions payable pursuant to Section 2.14(c) hereof Consideration and any other cash amounts otherwise payable pursuant to this Agreement to any holder of Company Common Stock (including with respect to any Dissenting Shares) such amounts as the Exchange Agent Paying Agent, Parent or Parent’s applicable Affiliate, as the case may be, is required to deduct and or withhold under the Internal Revenue Code of 1986, as amended (the “Code”), or any provision of state, local or foreign Tax lawLaw, with respect to the making of such payment. To the extent the amounts are so deducted or withheld by and paid over to the Exchange Agent or Parent, as the case may beapplicable Tax authorities, such deducted or withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of shares of Company Common Stock Person in respect of whom such deduction and withholding was made by the Exchange Agent or Parent, as the case may bemade. (ed) After the Effective Time, there shall be no transfers on the stock transfer books of Company of any shares of Company Common Stock that were issued and outstanding immediately prior to the Effective Time other than to settle transfers of Company Common Stock that occurred prior to the Effective Time. If, after the Effective Time, Certificates representing such shares are presented for transfer to the Exchange Paying Agent, they shall be cancelled and exchanged for the Per Share Merger Consideration and any cash in lieu of fractional shares of Parent Common Stock to be issued or paid in consideration therefor in accordance with Section 2.7 1.7 and the procedures set forth in this Article II. (f) Notwithstanding anything to the contrary contained in this Agreement, no certificates or scrip representing fractional shares of Parent Common Stock shall be issued upon the surrender of Certificates for exchange, no dividend or distribution with respect to Parent Common Stock shall be payable on or with respect to any fractional share, and such fractional share interests shall not entitle the owner thereof to vote or to any other rights of a shareholder of Parent. In lieu of the issuance of any such fractional share, Parent shall pay to each former shareholder of Company who otherwise would be entitled to receive such fractional share, an amount in cash (rounded to the nearest whole cent) determined by multiplying (i) the Parent Share Price by (ii) the fraction of a share (after taking into account all shares of Company Common Stock held by such holder at the Effective Time and rounded to the nearest one thousandth when expressed in decimal form) of Parent Common Stock to which such holder would otherwise be entitled to receive pursuant to Section 2.7. The parties acknowledge that payment of the cash consideration in lieu of issuing fractional shares was not separately bargain-for consideration but merely represents a mechanical rounding off for purposes of avoiding the expense and inconvenience to Parent that would otherwise be caused by the issuance of fractional shares. (ge) Any portion of the Exchange Fund that remains unclaimed by the shareholders of Company as of the first anniversary of the Effective Time shall be paid to Parent; provided that to the extent at any time prior to such first anniversary any portion of the Exchange Fund that remains unclaimed would have to be delivered to a public official pursuant to applicable abandoned property, escheat or similar Laws, the Paying Agent shall first notify Parent and, at Parent’s option, such portion shall instead be paid to Parent. Any former shareholders of Company who have not theretofore complied with this Article II shall thereafter look only to Parent with respect to the Merger Per Share Closing Consideration, any cash in lieu of any fractional shares and any unpaid dividends and distributions on the Parent Common Stock deliverable in respect of each share of Company Common Stock such shareholder holds as determined pursuant to this Agreement, in each case, without any interest thereon. Any Merger Consideration remaining unclaimed as of a date which is immediately prior to such time as such amounts would otherwise escheat to or become property of any Governmental Entity shall, to the extent permitted by applicable law, become the property of Parent free and clear of any claims or interest of any Person previously entitled thereto. Notwithstanding the foregoing, none None of Parent, Company, the Exchange Paying Agent or any other person shall be liable to any former holder of shares of Company Common Stock for any amount delivered in good faith to a public official pursuant to applicable abandoned property, escheat or similar lawsLaws. (hf) In the event that any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Certificate to be lost, stolen or destroyed and, if reasonably required by Parent or the Exchange Paying Agent, the posting by such person of a bond in such amount as Parent or Paying Agent may determine is reasonably necessary as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Paying Agent will issue in exchange for such lost, stolen or destroyed Certificate the Merger Per Share Closing Consideration deliverable in respect thereof pursuant to this Agreement. (g) Subject to the terms of the Paying Agent Agreement, Parent, in the exercise of its reasonable discretion, shall have the right to make all determinations, not inconsistent with the terms of this Agreement, governing (i) the validity of any Letter of Transmittal and compliance by any Company shareholder with the procedures and instructions set forth herein and therein and (ii) the method of payment of the Per Share Closing Consideration. (h) In the case of outstanding shares of Company Common Stock that are not represented by Certificates, the parties shall make such adjustments to Article I and Article II as are necessary or appropriate to implement the same purpose and effect that Article I and Article II have with respect to shares of Company Common Stock that are represented by Certificates.

Delivery of Merger Consideration. (a) As soon as reasonably practicable after the Effective TimeTime (and in any event within ten (10) days thereafter), and subject to the receipt by the Exchange Agent of a list of Jefferson’s shareholders in a format that is reasonably acceptable to the Exchange Agent, the Exchange Agent shall mail to each holder of record of Certificate(s) which immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into the right to receive the Merger Consideration pursuant to Section 2.7 and any cash in lieu of fractional shares of Parent Common Stock to be issued or paid in consideration therefor who did not properly complete and submit an Election Forma Certificate, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to Certificate(s) each Certificate shall pass, only upon delivery of Certificate(s) such Certificate (or affidavits an affidavit of loss in lieu of such Certificate(sCertificate))) (the “Letter of Transmittal”) to the Exchange Agent and shall be substantially in such form and have such other provisions as shall be prescribed by the Exchange Agent Agreement (the “Letter of Transmittal”) and (ii) instructions for use in surrendering Certificate(s) each Certificate in exchange for the Merger Consideration and Consideration, any cash in lieu of a fractional shares share of Parent HomeTrust Common Stock to be issued or paid in consideration therefor in accordance with Section 2.14(f) upon surrender of such Certificate and any dividends or distributions to which such holder is entitled pursuant to Section 2.14(c2.3(c). (b) Upon As soon as reasonably practicable after surrender to the Exchange Agent of its Certificate(s)Certificate or Certificates, accompanied by a properly completed Form of Election or a properly completed Letter of Transmittal, a such holder of Company Jefferson Common Stock will be entitled to receive, promptly after the Effective Time, receive the Merger Consideration (elected or deemed elected by itConsideration, subject to, and in accordance with Sections 2.7 and 2.8) and any cash in lieu of a fractional shares share of Parent HomeTrust Common Stock to be issued or paid in consideration therefor therefor, and any dividends or distributions to which such holder is entitled pursuant to Section 2.3(c), in respect of the shares of Company Jefferson Common Stock represented by its Certificate(s)such holder’s Certificate or Certificates. Until so surrendered, each such Certificate shall represent after the Effective Time, for all purposes, only the right to receive, without interest, the Merger Consideration and Consideration, any cash in lieu of a fractional shares share of Parent HomeTrust Common Stock to be issued or paid in consideration therefor upon surrender of such Certificate in accordance with, and any dividends or distributions to which such holder is entitled pursuant to, this Article II. (c) No dividends or other distributions with respect to Parent HomeTrust Common Stock shall be paid to the holder of any unsurrendered Certificate with respect to the shares of Parent HomeTrust Common Stock represented thereby, in each case unless and until the surrender of such Certificate in accordance with this Article II. Subject to the effect of applicable abandoned property, escheat or similar laws, following surrender of any such Certificate in accordance with this Article II II, the record holder thereof shall be entitled to receive, without interest, and in addition to the other amounts set forth herein, (i) the amount of dividends or other distributions with a record date after the Effective Time theretofore payable with respect to the whole shares of Parent HomeTrust Common Stock represented by such Certificate and not paid and/or and (ii) at the appropriate payment date, the amount of dividends or other distributions payable with respect to whole shares of Parent HomeTrust Common Stock represented by such Certificate with a record date after the Effective Time (but before such surrender date) and with a payment date subsequent to the issuance of the Parent HomeTrust Common Stock issuable with respect to such Certificate. (d) In the event of a transfer of ownership of a Certificate representing Company Jefferson Common Stock prior to the Effective Time that is not registered in the stock transfer records of CompanyJefferson, the proper amount Merger Consideration, any cash in lieu of cash and/or shares a fractional share of Parent HomeTrust Common Stock to be issued or paid in consideration therefor, and any dividends or distributions to which such holder is entitled, shall be issued or paid or issued in exchange therefor to a person other than the person in whose name the Certificate so surrendered is registered if the Certificate formerly representing such Company Jefferson Common Stock shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment or issuance shall pay any transfer or other similar Taxes (as defined in Section 3.10(b)) required by reason of the payment or issuance to a person other than the registered holder of the Certificate or establish to the satisfaction of Parent HomeTrust that the Tax has been paid or is not applicable. The Exchange Agent (or, subsequent to the first anniversary earlier of (x) six months after the Effective Time and (y) the expiration or termination of the Effective TimeExchange Agent Agreement, ParentHomeTrust) shall be entitled to deduct and withhold from any the cash portion of the Merger Consideration, Consideration and any cash in lieu of a fractional shares share of Parent HomeTrust Common Stock, cash dividends or distributions payable pursuant to Section 2.14(c) hereof and any other cash amounts Stock otherwise payable pursuant to this Agreement to any holder of Company Jefferson Common Stock (including with respect to any Dissenting Shares) such amounts as the Exchange Agent or ParentHomeTrust, as the case may be, is required to deduct and withhold under the Code, or any provision of state, local or foreign Tax tax law, with respect to the making of such payment. To the extent the amounts are so withheld by the Exchange Agent or ParentHomeTrust, as the case may be, and timely paid over to the appropriate Governmental Entity (as defined in Section 3.4), such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of shares of Company Jefferson Common Stock in respect of whom such deduction and withholding was made by the Exchange Agent or ParentHomeTrust, as the case may be. (e) After the Effective Time, there shall be no transfers on the stock transfer books of Company Jefferson of any the shares of Company Jefferson Common Stock that were issued and outstanding immediately prior to the Effective Time other than to settle transfers of Company Jefferson Common Stock that occurred prior to the Effective Time. If, after the Effective Time, Certificates representing such shares are presented for transfer to the Exchange Agent, they shall be cancelled and exchanged for the Merger Consideration and Consideration, any cash in lieu of fractional shares of Parent HomeTrust Common Stock to be issued or paid in consideration therefor therefor, and any dividends or distributions to which such holder is entitled, in accordance with Section 2.7 and the procedures set forth in this Article II. (f) Notwithstanding anything to the contrary contained in this Agreement, no certificates or scrip representing fractional shares of Parent HomeTrust Common Stock shall be issued upon the surrender of Certificates for exchange, no dividend or distribution with respect to Parent HomeTrust Common Stock shall be payable on or with respect to any fractional share, and such fractional share interests interest shall not entitle the owner thereof to vote or to any other rights of a shareholder of ParentHomeTrust. In lieu of the issuance of any such fractional share, Parent HomeTrust shall pay to each former shareholder of Company Jefferson who otherwise would be entitled to receive such fractional share, share an amount in cash (rounded to the nearest whole cent) determined by multiplying (i) the Parent Share HomeTrust Average Closing Price by (ii) the fraction of a share (after taking into account all shares of Company Jefferson Common Stock held by such holder at the Effective Time and rounded to the nearest one ten thousandth when expressed in decimal form) of Parent HomeTrust Common Stock to which such holder would otherwise be entitled to receive pursuant to Section 2.7. The parties acknowledge that payment of the cash consideration in lieu of issuing fractional shares was not separately bargain-for consideration but merely represents a mechanical rounding off for purposes of avoiding the expense and inconvenience to Parent that would otherwise be caused by the issuance of fractional shares1.4(b). (g) Any portion of the Exchange Fund that remains unclaimed by the shareholders of Company as Jefferson at the expiration of the first anniversary of six months after the Effective Time shall be paid to ParentHomeTrust. Any In such event, any former shareholders of Company Jefferson who have not theretofore complied with this Article II shall thereafter look only to Parent HomeTrust with respect to the Merger Consideration, any cash in lieu of any fractional shares share interest and any unpaid dividends and distributions on the Parent HomeTrust Common Stock deliverable in respect of each share of Company Common Stock the shares represented by a Certificate such shareholder holds as determined pursuant to this Agreement, in each case, without any interest thereon. Any Merger Consideration remaining unclaimed as of a date which is immediately prior to such time as such amounts would otherwise escheat to or become property of any Governmental Entity shall, to the extent permitted by applicable law, become the property of Parent free and clear of any claims or interest of any Person previously entitled thereto. Notwithstanding the foregoing, none of ParentHomeTrust, Jefferson, the Surviving Company, the Exchange Agent or any other person shall be liable to any former holder of shares of Company Jefferson Common Stock for any amount delivered in good faith to a public official pursuant to applicable abandoned property, escheat or similar laws. (h) In the event any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Certificate to be lost, stolen or destroyed and, if reasonably required by Parent HomeTrust or the Exchange Agent, the posting by such person of a bond in such amount as Parent HomeTrust may determine is reasonably necessary as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate the Merger Consideration deliverable Consideration, any cash in lieu of any fractional share interest and any dividends and distributions to which such person is entitled in respect thereof pursuant to this Agreement.

Delivery of Merger Consideration. (a) As soon Upon surrender to the Exchange Agent of its Certificate(s) or Book-Entry Share(s), accompanied by a properly completed Letter of Transmittal timely delivered to the Exchange Agent, a Holder will be entitled to receive as reasonably promptly as practicable after the Effective Time, the Exchange Agent shall mail to each holder of record of Certificate(s) which immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into the right to receive the Merger Consideration pursuant to Section 2.7 and any cash in lieu of fractional shares of Parent Common Stock to be issued or paid in consideration therefor who did not properly complete and submit an Election Form, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to Certificate(s) shall pass, only upon delivery of Certificate(s) (or affidavits of loss in lieu of such Certificate(s))) (the “Letter of Transmittal”) to the Exchange Agent and shall be substantially in such form and have such other provisions as shall be prescribed by the Exchange Agent Agreement and (ii) instructions for use in surrendering Certificate(s) in exchange for the Merger Consideration and any cash in lieu of fractional shares of Parent Buyer Common Stock to be issued or paid in consideration therefor in accordance (with Section 2.14(f) upon surrender of such Certificate and any dividends or distributions to which such holder is entitled pursuant to Section 2.14(c). (b) Upon surrender cash rounded to the Exchange Agent of its Certificate(s), accompanied by a properly completed Form of Election or a properly completed Letter of Transmittal, a holder of Company Common Stock will be entitled to receive, promptly after the Effective Time, the Merger Consideration (elected or deemed elected by it, subject to, and in accordance with Sections 2.7 and 2.8nearest whole cent) and any cash in lieu of fractional shares of Parent Common Stock to be issued or paid in consideration therefor in respect of the shares of Company Common Stock represented by its Certificate(s) or Book-Entry Share(s). Until so surrenderedThe Exchange Agent and Buyer, as the case may be, shall not be obligated to deliver cash and/or shares of Buyer Common Stock to a Holder to which such Holder would otherwise be entitled as a result of the Merger until such Holder surrenders the Certificates or Book-Entry Shares representing the shares of Company Common Stock for exchange as provided in this ARTICLE II, or, an appropriate affidavit of loss and indemnity agreement and/or a bond in such amount as may be required in each such Certificate case by Buyer (but not more than the customary amount required under Buyer’s agreement with its transfer agent). (b) All shares of Buyer Common Stock to be issued pursuant to the Merger shall represent be deemed issued and outstanding as of the Effective Time and if ever a dividend or other distribution is declared by Buyer in respect of the Buyer Common Stock, the record date for which is at or after the Effective Time, for that declaration shall include dividends or other distributions in respect of all purposes, only the right to receive, without interest, the Merger Consideration and any cash in lieu of fractional shares of Parent Buyer Common Stock issuable pursuant to be issued or paid in consideration therefor upon surrender of such Certificate in accordance with, and any dividends or distributions to which such holder is entitled pursuant to, this Article II. (c) Agreement. No dividends or other distributions with in respect to Parent of the Buyer Common Stock shall be paid to the any holder of any unsurrendered Certificate with respect to the shares of Parent Common Stock represented thereby, in each case unless and or Book-Entry Shares until the surrender of such Certificate or Book-Entry Shares are surrendered for exchange in accordance with this Article ARTICLE II. Subject to the effect of applicable abandoned property, escheat or similar lawsLaws, following surrender of any such Certificate in accordance with this Article II the record holder thereof or Book-Entry Shares, there shall be entitled issued and/or paid to receivethe holder of the certificates representing whole shares of Buyer Common Stock issued in exchange therefor, without interest, (i) at the amount time of such surrender, the dividends or other distributions with a record date after the Effective Time theretofore payable with respect to the such whole shares of Parent Buyer Common Stock represented by such Certificate and not paid and/or and (ii) at the appropriate payment date, the amount of dividends or other distributions payable with respect to such whole shares of Parent Buyer Common Stock represented by such Certificate with a record date after the Effective Time (but before such surrender date) and with a payment date subsequent to the issuance of the Parent Common Stock issuable with respect to such Certificatesurrender. (dc) In Buyer (through the event of a transfer of ownership of a Certificate representing Company Common Stock that is not registered in the stock transfer records of CompanyExchange Agent, the proper amount of cash and/or shares of Parent Common Stock shall be paid or issued in exchange therefor to a person other than the person in whose name the Certificate so surrendered is registered if the Certificate formerly representing such Company Common Stock shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment or issuance shall pay any transfer or other similar Taxes required by reason of the payment or issuance to a person other than the registered holder of the Certificate or establish to the satisfaction of Parent that the Tax has been paid or is not applicable. The Exchange Agent (or, subsequent to the first anniversary of the Effective Time, Parent) shall be entitled to deduct and withhold from any cash portion of the Merger Consideration, any cash in lieu of fractional shares of Parent Common Stock, cash dividends or distributions payable pursuant to Section 2.14(c) hereof and any other cash amounts otherwise payable pursuant to this Agreement to any holder of shares of Company Common Stock (including with respect to any Dissenting Shares) such amounts as the Exchange Agent or Parent, as the case may be, Buyer is required to deduct and withhold under the Code, or any provision of state, local or foreign Tax law, with respect applicable Law. Any amounts so deducted and withheld shall be remitted to the making of appropriate Governmental Authority and upon such payment. To the extent the amounts are so withheld by the Exchange Agent or Parent, as the case may be, such withheld amounts remittance shall be treated for all purposes of this Agreement as having been paid to the holder of shares of Company Common Stock in respect of whom which such deduction and withholding was made by the Exchange Agent or Parent, as the case may beBuyer. (e) After the Effective Time, there shall be no transfers on the stock transfer books of Company of any shares of Company Common Stock that were issued and outstanding immediately prior to the Effective Time other than to settle transfers of Company Common Stock that occurred prior to the Effective Time. If, after the Effective Time, Certificates representing such shares are presented for transfer to the Exchange Agent, they shall be cancelled and exchanged for the Merger Consideration and any cash in lieu of fractional shares of Parent Common Stock to be issued or paid in consideration therefor in accordance with Section 2.7 and the procedures set forth in this Article II. (f) Notwithstanding anything to the contrary contained in this Agreement, no certificates or scrip representing fractional shares of Parent Common Stock shall be issued upon the surrender of Certificates for exchange, no dividend or distribution with respect to Parent Common Stock shall be payable on or with respect to any fractional share, and such fractional share interests shall not entitle the owner thereof to vote or to any other rights of a shareholder of Parent. In lieu of the issuance of any such fractional share, Parent shall pay to each former shareholder of Company who otherwise would be entitled to receive such fractional share, an amount in cash (rounded to the nearest whole cent) determined by multiplying (i) the Parent Share Price by (ii) the fraction of a share (after taking into account all shares of Company Common Stock held by such holder at the Effective Time and rounded to the nearest one thousandth when expressed in decimal form) of Parent Common Stock to which such holder would otherwise be entitled to receive pursuant to Section 2.7. The parties acknowledge that payment of the cash consideration in lieu of issuing fractional shares was not separately bargain-for consideration but merely represents a mechanical rounding off for purposes of avoiding the expense and inconvenience to Parent that would otherwise be caused by the issuance of fractional shares. (g) Any portion of the Exchange Fund that remains unclaimed by the shareholders of Company as of the first anniversary of the Effective Time shall be paid to Parent. Any former shareholders of Company who have not theretofore complied with this Article II shall thereafter look only to Parent with respect to the Merger Consideration, any cash in lieu of any fractional shares and any unpaid dividends and distributions on the Parent Common Stock deliverable in respect of each share of Company Common Stock such shareholder holds as determined pursuant to this Agreement, in each case, without any interest thereon. Any Merger Consideration remaining unclaimed as of a date which is immediately prior to such time as such amounts would otherwise escheat to or become property of any Governmental Entity shall, to the extent permitted by applicable law, become the property of Parent free and clear of any claims or interest of any Person previously entitled thereto. Notwithstanding the foregoing, none of Parent, Company, the Exchange Agent or any other person shall be liable to any former holder of shares of Company Common Stock for any amount delivered in good faith to a public official pursuant to applicable abandoned property, escheat or similar laws. (h) In the event any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Certificate to be lost, stolen or destroyed and, if reasonably required by Parent or the Exchange Agent, the posting by such person of a bond in such amount as Parent may determine is reasonably necessary as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate the Merger Consideration deliverable in respect thereof pursuant to this Agreement.

Delivery of Merger Consideration. (a) As soon as reasonably practicable after the Effective Time, the Exchange Agent shall mail to each holder of record of Certificate(s) which immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into the right to receive the Merger Consideration pursuant to Section 2.7 1.4 and any cash in lieu of fractional shares of Parent Common Stock to be issued or paid in consideration therefor who did not properly complete and submit an Election Form, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to Certificate(s) shall pass, only upon actual delivery of Certificate(s) (or affidavits of loss in lieu of such Certificate(s))) (the “Letter of Transmittal”Certificates) to the Exchange Agent and shall be substantially in such form and have such other provisions as shall be prescribed by the Exchange Agent Agreement (the “Letter of Transmittal”)) and (ii) instructions for use in surrendering Certificate(s) in exchange for the Merger Consideration and Consideration, any cash in lieu of fractional shares of Parent Common Stock to be issued or paid in consideration therefor in accordance with Section 2.14(f) upon surrender of such Certificate and any dividends or distributions to which such holder is entitled pursuant to Section 2.14(c2.3(c). (b) Upon surrender to the Exchange Agent of its Certificate(s)Certificate or Certificates, accompanied by a properly completed Form of Election or a properly completed Letter of Transmittal, a holder of Company Common Stock will be entitled to receive, receive promptly after the Effective Time, Time the Merger Consideration (elected or deemed elected by it, subject to, and in accordance with Sections 2.7 and 2.8) and any cash in lieu of fractional shares of Parent Common Stock to be issued or paid in consideration therefor in respect of the shares of Company Common Stock represented by its Certificate(s)Certificate or Certificates. Until so surrendered, each such Certificate shall represent after the Effective Time, for all purposes, only the right to receive, without interest, the Merger Consideration and any cash in lieu of fractional shares of Parent Common Stock to be issued or paid in consideration therefor upon surrender of such Certificate in accordance with, and any dividends or distributions to which such holder is entitled pursuant to, this Article II. (c) No dividends or other distributions with respect to Parent Common Stock shall be paid to the holder of any unsurrendered Certificate with respect to the shares of Parent Common Stock represented thereby, in each case unless and until the surrender of such Certificate in accordance with this Article II. Subject to the effect of applicable abandoned property, escheat or similar laws, following surrender of any such Certificate in accordance with this Article II II, the record holder thereof shall be entitled to receive, without interest, (i) the amount of dividends or other distributions with a record date after the Effective Time theretofore payable with respect to the whole shares of Parent Common Stock represented by such Certificate and not paid and/or (ii) at the appropriate payment date, the amount of dividends or other distributions payable with respect to shares of Parent Common Stock represented by such Certificate with a record date after the Effective Time (but before such surrender date) and with a payment date subsequent to the issuance of the Parent Common Stock issuable with respect to such Certificate. (d) In the event of a transfer of ownership of a Certificate representing Company Common Stock that is not registered in the stock transfer records of Company, the proper amount of cash and/or fractional shares of Parent Common Stock and cash in lieu of fractional shares of Parent Common Stock comprising the Merger Consideration shall be issued or paid or issued in exchange therefor to a person other than the person in whose name the Certificate so surrendered is registered if the Certificate formerly representing such Company Common Stock shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment or issuance shall pay any transfer or other similar Taxes required by reason of the payment or issuance to a person other than the registered holder of the Certificate or establish to the satisfaction of Parent that the Tax has been paid or is not applicable. The Exchange Agent (or, subsequent to the first earlier of (i) the one-year anniversary of the Effective TimeTime and (ii) the expiration or termination of the Exchange Agent Agreement, Parent) shall be entitled to deduct and withhold from any cash portion of the Merger Consideration, any cash in lieu of fractional shares of Parent Common Stock, cash dividends or distributions payable pursuant to Section 2.14(c) hereof and any other cash amounts Stock otherwise payable pursuant to this Agreement to any holder of Company Common Stock (including with respect to any Dissenting Shares) such amounts as the Exchange Agent or Parent, as the case may be, is required to deduct and withhold under the Code, or any provision of state, local or foreign Tax law, with respect to the making of such payment. To the extent the amounts are so withheld by the Exchange Agent or Parent, as the case may be, and timely paid over to the appropriate Governmental Entity, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of shares of Company Common Stock in respect of whom such deduction and withholding was made by the Exchange Agent or Parent, as the case may be. (e) After the Effective Time, there shall be no transfers on the stock transfer books of Company of any the shares of Company Common Stock that were issued and outstanding immediately prior to the Effective Time other than to settle transfers of Company Common Stock that occurred prior to the Effective Time. If, after the Effective Time, Certificates representing such shares are presented for transfer to the Exchange Agent, they shall be cancelled and exchanged for the Merger Consideration and any cash in lieu of fractional shares of Parent Common Stock to be issued or paid in consideration therefor in accordance with Section 2.7 and the procedures set forth in this Article II. (f) Notwithstanding anything to the contrary contained in this Agreement, no certificates or scrip representing fractional shares of Parent Common Stock shall be issued upon the surrender of Certificates for exchange, no dividend or distribution with respect to Parent Common Stock shall be payable on or with respect to any fractional share, and such fractional share interests shall not entitle the owner thereof to vote or to any other rights of a shareholder of Parent. In lieu of the issuance of any such fractional share, Parent shall pay to each former shareholder of Company who otherwise would be entitled to receive such fractional share, share shall be paid an amount in cash (rounded to the nearest whole cent) determined equal to such holder’s proportionate interest in the net proceeds from the sale or sales in the open market by multiplying the Exchange Agent, on behalf of all such holders, of the aggregate fractional shares of Parent Common Stock that would otherwise have been issued pursuant to this Article II. As soon as practicable following the Closing Date, the Exchange Agent shall determine the excess of (i) the number of full shares of Parent Share Price Common Stock delivered to the Exchange Agent by Parent over (ii) the aggregate number of full shares of Parent Common Stock to be distributed to holders of shares of Company Common Stock (such excess, the “Excess Shares”), and the Exchange Agent, as agent for the former holders of Company Common Stock, shall sell the Excess Shares at the prevailing prices on the NYSE. The sale of the Excess Shares by the Exchange Agent shall be executed on the NYSE through one or more member firms of the NYSE and shall be executed in round lots to the extent practicable. All commissions, transfer taxes and other out-of-pocket transaction costs, including the expenses and compensation of the Exchange Agent, incurred in connection with such sale of Excess Shares shall reduce, but not below zero, the amount of cash paid to former shareholders of Company in respect of fractional shares. The Exchange Agent shall determine the portion of the proceeds of such sale to which each former holder of Company Common Stock shall be entitled, if any, by multiplying the amount of the proceeds of such sale by a fraction the numerator of a which is the amount of fractional share interests to which such holder of Company Common Stock is entitled (after taking into account all shares of Company Common Stock held by such holder at the Effective Time by such holder) and rounded the denominator of which is the aggregate amount of fractional share interests to which all holders of Company Common Stock are entitled. Until the proceeds of such sale have been distributed to the nearest one thousandth when expressed former holders of shares of Company Common Stock, the Exchange Agent will hold such proceeds in decimal form) trust for such former holders. As soon as practicable after the determination of Parent the amount of cash to be paid to such former holders of shares of Company Common Stock to which such holder would otherwise be entitled to receive pursuant to Section 2.7. The parties acknowledge that payment of the cash consideration in lieu of issuing any fractional interests, the Exchange Agent shall make available in accordance with this Agreement such amounts to such former holders of shares was not separately bargain-for consideration but merely represents a mechanical rounding off for purposes of avoiding the expense and inconvenience to Parent that would otherwise be caused by the issuance of fractional sharesCompany Common Stock. (g) Any portion of the Exchange Fund that remains unclaimed by the shareholders of Company as of the first anniversary of the Effective Time shall will be paid to Parent. Any In such event, any former shareholders of Company who have not theretofore complied with this Article II shall thereafter look only to Parent with respect to the Merger Consideration, any cash in lieu of any fractional shares and any unpaid dividends and distributions on the Parent Common Stock deliverable in respect of each share of Company Common Stock such shareholder holds as determined pursuant to this Agreement, in each case, without any interest thereon. Any Merger Consideration remaining unclaimed as of a date which is immediately prior to such time as such amounts would otherwise escheat to or become property of any Governmental Entity shall, to the extent permitted by applicable law, become the property of Parent free and clear of any claims or interest of any Person previously entitled thereto. Notwithstanding the foregoing, none of Parent, the Surviving Company, the Exchange Agent or any other person shall be liable to any former holder of shares of Company Common Stock for any amount delivered in good faith to a public official pursuant to applicable abandoned property, escheat or similar laws. Any portion of the Merger Consideration remaining unclaimed by holders of Company Common Stock as of a date that is immediately prior to such time as such amounts would otherwise escheat to or become property of any Governmental Entity will, to the extent permitted by applicable Law, become the property of the Surviving Company free and clear of any claims or interest of any person previously entitled thereto. (h) In the event any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Certificate to be lost, stolen or destroyed and, if reasonably required by Parent or the Exchange Agent, the posting by such person of a bond in such amount as Parent may determine is reasonably necessary as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate the Merger Consideration deliverable in respect thereof pursuant to this Agreement.

Delivery of Merger Consideration. (a) As soon as reasonably practicable after the Effective Time, the Exchange Agent shall mail to each holder of record of Certificate(s) which immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into the right to receive the Merger Consideration pursuant to Section 2.7 1.4 and any cash in lieu of fractional shares of Parent Purchaser Common Stock to be issued or paid in consideration therefor who did not properly complete and submit an Election Form, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to Certificate(s) shall pass, only upon delivery of Certificate(s) (or affidavits of loss in lieu of such Certificate(sCertificates))) (the “Letter of Transmittal”) to the Exchange Agent and shall be substantially in such form and have such other provisions as shall be prescribed by the Exchange Agent Agreement (the “Letter of Transmittal”) and (ii) instructions for use in surrendering Certificate(s) in exchange for the Merger Consideration and Consideration, any cash in lieu of fractional shares of Parent Purchaser Common Stock to be issued or paid in consideration therefor in accordance with Section 2.14(f) upon surrender of such Certificate and any dividends or distributions to which such holder is entitled pursuant to Section 2.14(c2.3(c). (b) Upon surrender to the Exchange Agent of its Certificate(s)Certificate or Certificates, accompanied by a properly completed Form of Election or a properly completed Letter of Transmittal, a holder of Company Common Stock will be entitled to receive, receive promptly after the Effective Time, Time the Merger Consideration (elected or deemed elected by it, subject to, and in accordance with Sections 2.7 and 2.8) and any cash in lieu of fractional shares of Parent Purchaser Common Stock to be issued or paid in consideration therefor in respect of the shares of Company Common Stock represented by its Certificate(s)Certificate or Certificates. Until so surrendered, each such Certificate shall represent after the Effective Time, for all purposes, only the right to receive, without interest, the Merger Consideration and any cash in lieu of fractional shares of Parent Purchaser Common Stock to be issued or paid in consideration therefor upon surrender of such Certificate in accordance with, and any dividends or distributions to which such holder is entitled pursuant to, this Article II. (c) No dividends or other distributions with respect to Parent Purchaser Common Stock shall be paid to the holder of any unsurrendered Certificate with respect to the shares of Parent Purchaser Common Stock represented thereby, in each case unless and until the surrender of such Certificate in accordance with this Article II. Subject to the effect of applicable abandoned property, escheat or similar laws, following surrender of any such Certificate in accordance with this Article II II, the record holder thereof shall be entitled to receive, without interest, (i) the amount of dividends or other distributions with a record date after the Effective Time theretofore payable with respect to the whole shares of Parent Purchaser Common Stock represented by such Certificate and not paid and/or (ii) at the appropriate payment date, the amount of dividends or other distributions payable with respect to shares of Parent Purchaser Common Stock represented by such Certificate with a record date after the Effective Time (but before such surrender date) and with a payment date subsequent to the issuance of the Parent Purchaser Common Stock issuable with respect to such Certificate. (d) In the event of a transfer of ownership of a Certificate representing Company Common Stock that is not registered in the stock transfer records of Company, the proper amount of cash and/or shares of Parent Purchaser Common Stock and cash in lieu of fractional shares of Purchaser Common Stock comprising the Merger Consideration shall be issued or paid or issued in exchange therefor to a person other than the person in whose name the Certificate so surrendered is registered if the Certificate formerly representing such Company Common Stock shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment or issuance shall pay any transfer or other similar Taxes taxes required by reason of the payment or issuance to a person other than the registered holder of the Certificate or establish to the satisfaction of Parent Purchaser that the Tax tax has been paid or is not applicable. The Exchange Agent (or, subsequent to the first earlier of (x) the one-year anniversary of the Effective TimeTime and (y) the expiration or termination of the Exchange Agent Agreement, ParentPurchaser) shall be entitled to deduct and withhold from any cash portion of the Merger Consideration, any cash in lieu of fractional shares of Parent Purchaser Common Stock, cash dividends or distributions payable pursuant to Section 2.14(c) hereof and any other cash amounts Stock otherwise payable pursuant to this Agreement to any holder of Company Common Stock (including with respect to any Dissenting Shares) such amounts as the Exchange Agent or ParentPurchaser, as the case may be, is required to deduct and withhold under the Code, or any provision of state, local or foreign Tax tax law, with respect to the making of such payment. To the extent the amounts are so withheld by the Exchange Agent or ParentPurchaser, as the case may be, and timely paid over to the appropriate Governmental Entity, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of shares of Company Common Stock in respect of whom such deduction and withholding was made by the Exchange Agent or ParentPurchaser, as the case may be. (e) After the Effective Time, there shall be no transfers on the stock transfer books of Company of any the shares of Company Common Stock that were issued and outstanding immediately prior to the Effective Time other than to settle transfers of Company Common Stock that occurred prior to the Effective Time. If, after the Effective Time, Certificates representing such shares are presented for transfer to the Exchange Agent, they shall be cancelled and exchanged for the Merger Consideration and any cash in lieu of fractional shares of Parent Purchaser Common Stock to be issued or paid in consideration therefor in accordance with Section 2.7 and the procedures set forth in this Article II. (f) Notwithstanding anything to the contrary contained in this Agreement, no certificates or scrip representing fractional shares of Parent Purchaser Common Stock shall be issued upon the surrender of Certificates for exchange, no dividend or distribution with respect to Parent Purchaser Common Stock shall be payable on or with respect to any fractional share, and such fractional share interests shall not entitle the owner thereof to vote or to any other rights of a shareholder stockholder of ParentPurchaser. In lieu of the issuance of any such fractional share, Parent Purchaser shall pay to each former shareholder stockholder of Company who otherwise would be entitled to receive such fractional share, share an amount in cash (rounded to the nearest whole cent) determined by multiplying (i) the Parent Share Price average, rounded to the nearest one ten thousandth, of the closing sale prices of Purchaser Common Stock on the New York Stock Exchange (the “NYSE”) as reported by The Wall Street Journal for the five trading days immediately preceding the date of the Effective Time by (ii) the fraction of a share (after taking into account all shares of Company Common Stock held by such holder at the Effective Time and rounded to the nearest one thousandth when expressed in decimal form) of Parent Purchaser Common Stock to which such holder would otherwise be entitled to receive pursuant to Section 2.7. The parties acknowledge that payment of the cash consideration in lieu of issuing fractional shares was not separately bargain-for consideration but merely represents a mechanical rounding off for purposes of avoiding the expense and inconvenience to Parent that would otherwise be caused by the issuance of fractional shares1.4. (g) Any portion of the Exchange Fund that remains unclaimed by the shareholders stockholders of Company as of the first anniversary of the Effective Time shall may be paid to ParentPurchaser. Any In such event, any former shareholders stockholders of Company who have not theretofore complied with this Article II shall thereafter look only to Parent Purchaser with respect to the Merger Consideration, any cash in lieu of any fractional shares and any unpaid dividends and distributions on the Parent Purchaser Common Stock deliverable in respect of each share of Company Common Stock such shareholder stockholder holds as determined pursuant to this Agreement, in each case, without any interest thereon. Any Merger Consideration remaining unclaimed as of a date which is immediately prior to such time as such amounts would otherwise escheat to or become property of any Governmental Entity shall, to the extent permitted by applicable law, become the property of Parent free and clear of any claims or interest of any Person previously entitled thereto. Notwithstanding the foregoing, none of ParentPurchaser, the Surviving Company, the Exchange Agent or any other person shall be liable to any former holder of shares of Company Common Stock for any amount delivered in good faith to a public official pursuant to applicable abandoned property, escheat or similar laws. (h) In the event any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Certificate to be lost, stolen or destroyed and, if reasonably required by Parent Purchaser or the Exchange Agent, the posting by such person of a bond in such amount as Parent Purchaser may determine is reasonably necessary as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate the Merger Consideration deliverable in respect thereof pursuant to this Agreement.

Delivery of Merger Consideration. (a) As soon as reasonably practicable after the Effective Time, the Exchange Agent shall mail to each holder of record of Certificate(s) which immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into the right to receive the Merger Consideration pursuant to Section 2.7 1.4 and any cash in lieu of fractional shares of Parent Common Stock to be issued or paid in consideration therefor who did not properly complete and submit an Election Form, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to Certificate(s) shall pass, only upon delivery of Certificate(s) (or affidavits of loss in lieu of such Certificate(s))) (the “Letter of Transmittal”Certificates) to the Exchange Agent and shall be substantially in such form and have such other provisions as shall be prescribed by the Exchange Agent Agreement (the “Letter of Transmittal”)) and (ii) instructions for use in surrendering Certificate(s) in exchange for the Merger Consideration and Consideration, any cash in lieu of fractional shares of Parent Common Stock to be issued or paid in consideration therefor in accordance with Section 2.14(f) upon surrender of such Certificate and any dividends or distributions to which such holder is entitled pursuant to Section 2.14(c2.3(c). (b) Upon surrender to the Exchange Agent of its Certificate(s)Certificate or Certificates, accompanied by a properly completed Form of Election or a properly completed Letter of Transmittal, a holder of Company Common Stock will be entitled to receive, receive promptly after the Effective Time, Time the Merger Consideration (elected or deemed elected by it, subject to, and in accordance with Sections 2.7 and 2.8) and any cash in lieu of fractional shares of Parent Common Stock to be issued or paid in consideration therefor in respect of the shares of Company Common Stock represented by its Certificate(s)Certificate or Certificates. Until so surrendered, each such Certificate shall represent after the Effective Time, for all purposes, only the right to receive, without interest, the Merger Consideration and any cash in lieu of fractional shares of Parent Common Stock to be issued or paid in consideration therefor upon surrender of such Certificate in accordance with, and any dividends or distributions to which such holder is entitled pursuant to, this Article II. (c) No dividends or other distributions with respect to Parent Common Stock shall be paid to the holder of any unsurrendered Certificate with respect to the shares of Parent Common Stock represented thereby, in each case unless and until the surrender of such Certificate in accordance with this Article II. Subject to the effect of applicable abandoned property, escheat or similar laws, following surrender of any such Certificate in accordance with this Article II II, the record holder thereof shall be entitled to receive, without interest, (i) the amount of dividends or other distributions with a record date after the Effective Time theretofore payable with respect to the whole shares of Parent Common Stock represented by such Certificate and not paid and/or (ii) at the appropriate payment date, the amount of dividends or other distributions payable with respect to shares of Parent Common Stock represented by such Certificate with a record date after the Effective Time (but before such surrender date) and with a payment date subsequent to the issuance of the Parent Common Stock issuable with respect to such Certificate. (d) In the event of a transfer of ownership of a Certificate representing Company Common Stock that is not registered in the stock transfer records of Company, the proper amount of cash and/or fractional shares of Parent Common Stock and cash in lieu of fractional shares of Parent Common Stock comprising the Merger Consideration shall be issued or paid or issued in exchange therefor to a person other than the person in whose name the Certificate so surrendered is registered if the Certificate formerly representing such Company Common Stock shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment or issuance shall pay any transfer or other similar Taxes required by reason of the payment or issuance to a person other than the registered holder of the Certificate or establish to the satisfaction of Parent that the Tax has been paid or is not applicable. The Exchange Agent (or, subsequent to the first earlier of (x) the one-year anniversary of the Effective TimeTime and (y) the expiration or termination of the Exchange Agent Agreement, Parent) shall be entitled to deduct and withhold from any cash portion of the Merger Consideration, any cash in lieu of fractional shares of Parent Common Stock, cash dividends or distributions payable pursuant to Section 2.14(c) hereof and any other cash amounts Stock otherwise payable pursuant to this Agreement to any holder of Company Common Stock (including with respect to any Dissenting Shares) such amounts as the Exchange Agent or Parent, as the case may be, is required to deduct and withhold under the Code, or any provision of state, local or foreign Tax law, with respect to the making of such payment. To the extent the amounts are so withheld by the Exchange Agent or Parent, as the case may be, and timely paid over to the appropriate Governmental Entity, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of shares of Company Common Stock in respect of whom such deduction and withholding was made by the Exchange Agent or Parent, as the case may be. (e) After the Effective Time, there shall be no transfers on the stock transfer books of Company of any the shares of Company Common Stock that were issued and outstanding immediately prior to the Effective Time other than to settle transfers of Company Common Stock that occurred prior to the Effective Time. If, after the Effective Time, Certificates representing such shares are presented for transfer to the Exchange Agent, they shall be cancelled and exchanged for the Merger Consideration and any cash in lieu of fractional shares of Parent Common Stock to be issued or paid in consideration therefor in accordance with Section 2.7 and the procedures set forth in this Article II. (f) Notwithstanding anything to the contrary contained in this Agreement, no certificates or scrip representing fractional shares of Parent Common Stock shall be issued upon the surrender of Certificates for exchange, no dividend or distribution with respect to Parent Common Stock shall be payable on or with respect to any fractional share, and such fractional share interests shall not entitle the owner thereof to vote or to any other rights of a shareholder stockholder of Parent. In lieu of the issuance of any such fractional share, Parent shall pay to each former shareholder stockholder of Company who otherwise would be entitled to receive such fractional share, share shall be paid an amount in cash (rounded to the nearest whole cent) determined equal to such holder’s proportionate interest in the net proceeds from the sale or sales in the open market by multiplying the Exchange Agent, on behalf of all such holders, of the aggregate fractional shares of Parent Common Stock that would otherwise have been issued pursuant to this Article II. As soon as practicable following the Closing Date, the Exchange Agent shall determine the excess of (i) the number of full shares of Parent Share Price Common Stock delivered to the Exchange Agent by Parent over (ii) the aggregate number of full shares of Parent Common Stock to be distributed to holders of shares of Company Common Stock (such excess, the “Excess Shares”), and the Exchange Agent, as agent for the former holders of Company Common Stock, shall sell the Excess Shares at the prevailing prices on the New York Stock Exchange (the “NYSE”). The sale of the Excess Shares by the Exchange Agent shall be executed on the NYSE through one or more member firms of the NYSE and shall be executed in round lots to the extent practicable. All commissions, transfer taxes and other out-of-pocket transaction costs, including the expenses and compensation of the Exchange Agent, incurred in connection with such sale of Excess Shares shall reduce, but not below zero, the amount of cash paid to former stockholders of Company in respect of fractional shares. The Exchange Agent shall determine the portion of the proceeds of such sale to which each former holder of Company Common Stock shall be entitled, if any, by multiplying the amount of the proceeds of such sale by a fraction the numerator of a which is the amount of fractional share interests to which such holder of Company Common Stock is entitled (after taking into account all shares of Company Common Stock held by such holder at the Effective Time by such holder) and rounded the denominator of which is the aggregate amount of fractional share interests to which all holders of Company Common Stock are entitled. Until the proceeds of such sale have been distributed to the nearest one thousandth when expressed former holders of shares of Company Common Stock, the Exchange Agent will hold such proceeds in decimal form) trust for such former holders. As soon as practicable after the determination of Parent the amount of cash to be paid to such former holders of shares of Company Common Stock to which such holder would otherwise be entitled to receive pursuant to Section 2.7. The parties acknowledge that payment of the cash consideration in lieu of issuing any fractional interests, the Exchange Agent shall make available in accordance with this Agreement such amounts to such former holders of shares was not separately bargain-for consideration but merely represents a mechanical rounding off for purposes of avoiding the expense and inconvenience to Parent that would otherwise be caused by the issuance of fractional sharesCompany Common Stock. (g) Any portion of the Exchange Fund that remains unclaimed by the shareholders stockholders of Company as of the first anniversary of the Effective Time shall may be paid to Parent. Any In such event, any former shareholders stockholders of Company who have not theretofore complied with this Article II shall thereafter look only to Parent with respect to the Merger Consideration, any cash in lieu of any fractional shares and any unpaid dividends and distributions on the Parent Common Stock deliverable in respect of each share of Company Common Stock such shareholder stockholder holds as determined pursuant to this Agreement, in each case, without any interest thereon. Any Merger Consideration remaining unclaimed as of a date which is immediately prior to such time as such amounts would otherwise escheat to or become property of any Governmental Entity shall, to the extent permitted by applicable law, become the property of Parent free and clear of any claims or interest of any Person previously entitled thereto. Notwithstanding the foregoing, none of Parent, the Surviving Company, the Exchange Agent or any other person shall be liable to any former holder of shares of Company Common Stock for any amount delivered in good faith to a public official pursuant to applicable abandoned property, escheat or similar laws. (h) In the event any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Certificate to be lost, stolen or destroyed and, if reasonably required by Parent or the Exchange Agent, the posting by such person of a bond in such amount as Parent may determine is reasonably necessary as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate the Merger Consideration deliverable in respect thereof pursuant to this Agreement.

Delivery of Merger Consideration. (a) As soon as reasonably practicable after the Effective Time, but in any event within five Business Days, the Exchange Agent shall mail to each holder of record of Certificate(s) which that immediately prior to the Effective Time represented outstanding shares of the Company Common Stock whose shares that were converted into the right to receive the Merger Consideration pursuant to Section 2.7 1.5(c) and any cash in lieu of fractional shares of the Parent Common Stock to be issued or paid in consideration therefor who did not properly complete and submit an Election Formany dividends and other distributions pursuant to Section 2.3(c), (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to Certificate(s) shall pass, only upon delivery of Certificate(s) (or affidavits of loss in lieu of such Certificate(sCertificates))) (the “Letter of Transmittal”) to the Exchange Agent and shall be substantially in such form and have such other provisions as shall be prescribed by Parent and the Exchange Agent Agreement (the “Letter of Transmittal”) and (ii) instructions for use in surrendering Certificate(s) in exchange for the Merger Consideration and Consideration, any cash in lieu of fractional shares of the Parent Common Stock to be issued or paid in consideration therefor in accordance with Section 2.14(f) upon surrender of such Certificate and any dividends or other distributions to which such holder is entitled pursuant to Section 2.14(c2.3(c). (b) Upon Subject to Section 2.3(f), upon surrender to the Exchange Agent of its Certificate(s)Certificate or Certificates, accompanied by a properly completed Form of Election or a properly completed Letter of Transmittal, a holder of the Company Common Stock will shall be entitled to receive, receive promptly after the Effective Time, Time the Merger Consideration (elected or deemed elected by it, subject to, and in accordance with Sections 2.7 and 2.8) and any cash in lieu of fractional shares of the Parent Common Stock to be issued or paid in consideration therefor in respect of the shares of the Company Common Stock represented by its Certificate(sCertificate or Certificates and any dividends or other distributions to which such holder is entitled to pursuant to Section 2.3(c). The Exchange Fund shall not be used for any other purpose other than the purposes provided for in the immediately preceding sentence. Until so surrendered, each such Certificate shall represent after the Effective Time, for all purposes, only the right to receive, without interest, the Merger Consideration and and, subject to Section 2.3(f), any cash in lieu of fractional shares of the Parent Common Stock to be issued or paid in consideration therefor upon surrender of such Certificate in accordance withwith this Article II, and any dividends or other distributions to which such holder is entitled pursuant to, to this Article II. (c) No dividends or other distributions with respect to the Parent Common Stock shall be paid to the holder of any unsurrendered Certificate with respect to the shares of the Parent Common Stock represented thereby, in each case unless and until the surrender of such Certificate in accordance with this Article II. Subject to the effect of applicable abandoned property, escheat or similar lawsLaws, following surrender of any such Certificate in accordance with this Article II II, the record holder thereof shall be entitled to receive, without interest, (i) the amount of dividends or other distributions with a record date after the Effective Time theretofore payable with respect to the whole shares of the Parent Common Stock represented by such Certificate and not paid and/or (ii) at the appropriate payment date, the amount of dividends or other distributions payable with respect to shares of the Parent Common Stock represented by such Certificate with a record date after the Effective Time (but before such surrender date) and with a payment date subsequent to the issuance of the Parent Common Stock issuable with respect to such Certificate. (d) In Notwithstanding anything herein to the contrary, in the event of a transfer of ownership of a Certificate representing the Company Common Stock that is not registered in the stock transfer records of the Company, the proper amount of cash and/or shares of the Parent Common Stock and cash in lieu of fractional shares of the Parent Common Stock comprising the Merger Consideration, and any dividends or other distributions payable pursuant to Section 2.3(c), shall be issued or paid or issued in exchange therefor to a person Person other than the person Person in whose name the Certificate so surrendered is registered if the Certificate formerly representing such Company Common Stock shall be properly endorsed or otherwise be in proper form for transfer and transfer. To the person requesting such payment or issuance shall pay extent Parent reasonably determines that any transfer or other similar Taxes required by reason of the payment or issuance to a person Person other than the registered holder of the Certificate are required to be paid, the Person requesting such payment or issuance shall establish to the reasonable satisfaction of Parent that the Tax has been paid by such Person or is not applicable. The Exchange Agent (or, subsequent to the first anniversary of the Effective Time, Parent) shall be entitled to deduct and withhold from any cash portion of the Merger Consideration, any cash in lieu of fractional shares of Parent Common Stock, cash dividends or distributions payable pursuant to Section 2.14(c) hereof and any other cash amounts otherwise payable pursuant to this Agreement to any holder of Company Common Stock (including with respect to any Dissenting Shares) such amounts as the Exchange Agent or Parent, as the case may be, is required to deduct and withhold under the Code, or any provision of state, local or foreign Tax law, with respect to the making of such payment. To the extent the amounts are so withheld by the Exchange Agent or Parent, as the case may be, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of shares of Company Common Stock in respect of whom such deduction and withholding was made by the Exchange Agent or Parent, as the case may be. (e) After the Effective Time, there shall be no transfers on the stock transfer books of the Company of any the shares of the Company Common Stock that were issued and outstanding immediately prior to the Effective Time other than to settle transfers of the Company Common Stock that occurred prior to the Effective Time. IfSubject to Section 2.3(d), if, after the Effective Time, Certificates representing such shares are presented for transfer to the Exchange Agent, they shall be cancelled and exchanged for the Merger Consideration and and, subject to Section 2.3(f), any cash in lieu of fractional shares of the Parent Common Stock to be issued or paid in consideration therefor in accordance with Section 2.7 and the procedures set forth in this Article II, and any dividends or other distributions to which such holder is entitled pursuant to this Article II. (f) Notwithstanding anything to the contrary contained in this Agreement, no No certificates or scrip representing fractional shares of the Parent Common Stock shall be issued upon the surrender conversion of Certificates for exchange, no dividend or distribution with respect to Parent the Company Common Stock shall be payable on or with respect pursuant to any fractional shareSection 1.5(c), and such fractional share interests shall not entitle the owner thereof to vote or to any other rights of a shareholder of Parent. In lieu holder of the issuance Parent Common Stock. Each holder of any such fractional share, Parent shall pay shares of the Company Common Stock exchanged pursuant to each former shareholder of Company the Merger who would otherwise would be have been entitled to receive such fractional share, an amount in cash (rounded to the nearest whole cent) determined by multiplying (i) the Parent Share Price by (ii) the a fraction of a share of the Parent Common Stock (after taking into account all shares of Company Common Stock held Certificates delivered by such holder at the Effective Time and rounded holder) shall receive, in lieu thereof, cash (without interest) in an amount equal to the nearest one thousandth when expressed in decimal formproduct of (i) such fractional part of a share of the Parent Common Stock multiplied by (ii) the Reference Price. For purposes of this Section 2.3(f), all fractional shares to which such a single record holder would otherwise be entitled shall be aggregated and calculations shall be rounded to receive pursuant to Section 2.7. The parties acknowledge that payment of the cash consideration in lieu of issuing fractional shares was not separately bargain-for consideration but merely represents a mechanical rounding off for purposes of avoiding the expense and inconvenience to Parent that would otherwise be caused by the issuance of fractional sharesthree decimal places. (g) Any portion of the Exchange Fund that remains unclaimed by the shareholders stockholders of the Company as of the first anniversary of the Effective Time shall may be paid to Parent, upon Parent’s written demand to the Exchange Agent. Any In such event, any former shareholders stockholders of the Company who have not theretofore complied with this Article II shall thereafter look only to Parent with respect to the Merger Consideration, any cash in lieu of any fractional shares and any unpaid dividends and other distributions on the Parent Common Stock deliverable in respect of each share of the Company Common Stock such shareholder stockholder holds as determined pursuant to this Agreement, in each case, without any interest thereon. Any Merger Consideration remaining unclaimed as of a date which is immediately prior to such time as such amounts would otherwise escheat to or become property of any Governmental Entity shall, to the extent permitted by applicable law, become the property of Parent free and clear of any claims or interest of any Person previously entitled thereto. Notwithstanding the foregoing, none of Parent, the Company, the Surviving Company, Merger Sub, the Exchange Agent or any other person Person shall be liable to any former holder of shares of the Company Common Stock for any amount delivered in good faith to a public official pursuant to applicable abandoned property, escheat or similar lawsLaws. (h) In the event any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person Person claiming such Certificate to be lost, stolen or destroyed and, if reasonably required by Parent or the Exchange Agent, the posting by such person Person of a bond in such amount as Parent may determine is reasonably necessary as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent will shall issue in exchange for such lost, stolen or destroyed Certificate Certificate, the Merger Consideration Consideration, any cash in lieu of any fractional shares and any unpaid dividends and other distributions on the Parent Common Stock, in each case, deliverable in respect thereof pursuant to this Agreement. (i) Parent or the Exchange Agent shall be entitled to deduct and withhold from amounts payable pursuant to this Agreement, including the Merger Consideration, to any holder of the Company Common Stock such amounts as it determines in good faith are required to be deducted and withheld with respect to the making of such payment under the Code, or under any provision of state, local or foreign Tax Law. To the extent that amounts are so withheld and paid over to the appropriate Governmental Entity, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the recipient.

Delivery of Merger Consideration. (a) As soon as reasonably practicable practicable, but no later than seven business days after the Effective Time, the Exchange Agent shall mail to each holder of record of a NCF Stock Certificate(s) which immediately prior to the Effective Time represented outstanding shares of Company NCF Common Stock whose shares were converted into the right to receive the Merger Consideration pursuant to Section 2.7 1.4 and any cash in lieu of fractional shares of Parent STI Common Stock to be issued or paid in consideration therefor who did not properly complete and submit an Election Form, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to NCF Stock Certificate(s) shall pass, only upon delivery of NCF Stock Certificate(s) (or affidavits of loss in lieu of such Certificate(s))certificates) (the “"Letter of Transmittal”") to the Exchange Agent and shall be substantially in such form and have such other provisions as shall be prescribed by the Exchange Agent Agreement and (ii) instructions for use in surrendering NCF Stock Certificate(s) in exchange for the Merger Consideration and any cash in lieu of fractional shares of Parent STI Common Stock to be issued or paid in consideration therefor upon surrender of such certificate in accordance with Section 2.14(f2.3(f) upon surrender of such Certificate and any dividends or distributions to which such holder is entitled pursuant to Section 2.14(c2.3(c). (b) Upon surrender to the Exchange Agent of its Certificate(s)NCF Stock Certificate or Certificates, accompanied by a properly completed Form of Election or a properly completed Letter of Transmittal, a holder of Company NCF Common Stock will be entitled to receive, receive promptly after the Effective Time, Time the Merger Consideration (elected or deemed elected by it, subject to, to Sections 1.4 and in accordance with Sections 2.7 and 2.81.6) and any cash in lieu of fractional shares of Parent Common Stock to be issued or paid in consideration therefor in respect of the shares of Company NCF Common Stock represented by its Certificate(s)NCF Stock Certificate or Certificates. Until so surrendered, each such NCF Stock Certificate shall represent after the Effective Time, for all purposes, only the right to receive, without interest, receive the Merger Consideration and any cash in lieu of fractional shares of Parent STI Common Stock to be issued or paid in consideration therefor upon surrender of such Certificate certificate in accordance with, and any dividends or distributions to which such holder is entitled pursuant to, this Article II. (c) No dividends or other distributions with respect to Parent STI Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered NCF Stock Certificate with respect to the shares of Parent STI Common Stock represented thereby, and no cash payment in lieu of fractional shares shall be paid to any such holder pursuant to subsection (f) below, and all such dividends, other distributions and cash in lieu of fractional shares of STI Common Stock shall be paid by STI to the Exchange Agent and shall be included in the Exchange Fund, in each case unless and until the surrender of such NCF Stock Certificate in accordance with this Article II. Subject to the effect of applicable abandoned property, escheat or similar laws, following surrender of any such NCF Stock Certificate in accordance with this Article II the record holder thereof there shall be entitled paid to receivethe Holder of a STI Stock Certificate representing whole shares of STI Common Stock issued in exchange therefor, without interest, (i) at the time of such surrender, the amount of dividends or other distributions with a record date after the Effective Time theretofore payable paid with respect to the such whole shares of Parent STI Common Stock represented by and the amount of any cash payable in lieu of a fractional share of STI Common Stock to which such Certificate Holder is entitled pursuant to subsection (f), and not paid and/or (ii) at the appropriate payment date, the amount of dividends or other distributions payable with respect to shares of Parent Common Stock represented by such Certificate with a record date after the Effective Time (but before prior to such surrender date) and with a payment date subsequent to the issuance of the Parent Common Stock issuable such surrender payable with respect to such Certificatewhole shares of STI Common Stock. STI shall make available to the Exchange Agent cash for these purposes, if necessary. (d) In If any portion of the event of a transfer of ownership of a Certificate representing Company Common Stock that Merger Consideration is not registered in the stock transfer records of Company, the proper amount of cash and/or shares of Parent Common Stock shall to be paid or issued in exchange therefor to a person other than the person in whose name the a NCF Stock Certificate so surrendered is registered if the registered, it shall be a condition to such payment that such NCF Stock Certificate formerly representing such Company Common Stock shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment or issuance shall pay to the Exchange Agent any transfer or other similar Taxes (as defined herein) required by reason as a result of the such payment or issuance to a person other than the registered holder of the Certificate such NCF Stock Certificate, or establish to the reasonable satisfaction of Parent the Exchange Agent that the such Tax has been paid or is not applicablepayable. The Exchange Agent (or, subsequent to the first anniversary of the Effective Time, ParentSTI) shall be entitled to deduct and withhold from any cash portion of the Merger Consideration, any Consideration (including cash in lieu of fractional shares of Parent STI Common Stock, cash dividends or distributions payable pursuant to Section 2.14(c) hereof and any other cash amounts otherwise payable pursuant to this Agreement to any holder of Company NCF Common Stock (including with respect to any Dissenting Shares) such amounts as the Exchange Agent or ParentSTI, as the case may be, is required to deduct and withhold under the Code, or any provision of state, local or foreign Tax law, with respect to the making of such payment. To the extent the amounts are so withheld by the Exchange Agent or ParentSTI, as the case may be, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of shares of Company NCF Common Stock in respect of whom such deduction and withholding was made by the Exchange Agent or ParentSTI, as the case may be. (e) After the Effective Time, Time there shall be no further registration or transfers on the stock transfer books of Company of any shares of Company NCF Common Stock that were issued and outstanding immediately prior to the Effective Time other than to settle transfers of Company Common Stock that occurred prior to the Effective TimeStock. If, If after the Effective Time, NCF Stock Certificates representing such shares are presented for transfer to the Exchange AgentSurviving Corporation, they shall be cancelled and exchanged for the Merger Consideration and any cash in lieu of fractional shares of Parent Common Stock to be issued or paid in consideration therefor in accordance with Section 2.7 and the procedures set forth in this Article II. (f) Notwithstanding anything to the contrary contained in this Agreement, no certificates or scrip No STI Stock Certificates representing fractional shares of Parent STI Common Stock shall be issued upon the surrender for exchange of Certificates for exchange, NCF Stock Certificates; no dividend or distribution with respect by STI shall relate to Parent Common Stock shall be payable on or with respect to any such fractional share, share interests; and such fractional share interests shall will not entitle the owner thereof to vote or to any other rights of as a shareholder of ParentSTI. In lieu of the issuance of any such fractional shareshares, Parent shall pay to each former shareholder Holder of Company a NCF Stock Certificate who would otherwise would be have been entitled to receive a fractional share interest in exchange for such fractional share, NCF Stock Certificate shall receive from the Exchange Agent an amount in cash (rounded equal to the nearest whole cent) determined product obtained by multiplying (iA) the Parent Share Price by (ii) the fraction of a fractional share interest to which such Holder (after taking into account all shares of Company NCF Common Stock held by such holder at the Effective Time and rounded to the nearest one thousandth when expressed in decimal formTime) of Parent Common Stock to which such holder would otherwise be entitled by (B) the STI Closing Price. Notwithstanding any other provision contained in this Agreement, funds utilized to receive pursuant to Section 2.7. The parties acknowledge that payment acquire fractional shares as aforesaid shall be furnished by STI on a timely basis and shall in no event be derived from or diminish the Cash Consideration available for distribution as part of the cash consideration in lieu of issuing fractional shares was not separately bargain-for consideration but merely represents a mechanical rounding off for purposes of avoiding the expense and inconvenience to Parent that would otherwise be caused by the issuance of fractional sharesMerger Consideration. (g) Any portion of the Exchange Fund that remains unclaimed by the shareholders of Company as of At any time following the first anniversary of the Effective Time Time, STI shall be paid entitled to Parent. Any former shareholders require the Exchange Agent to deliver to it any remaining portion of Company who have the Merger Consideration not theretofore complied distributed to holders of NCF Stock Certificates that was deposited with this Article II the Exchange Agent at the Effective Time (the "Exchange Fund") (including any interest received with respect thereto and other income resulting from investments by the Exchange Agent, as directed by STI), and holders shall thereafter be entitled to look only to Parent STI (subject to abandoned property, escheat or other similar laws) with respect to the Merger Consideration, any cash in lieu of any fractional shares of STI Common Stock and any unpaid dividends and or other distributions on the Parent with respect to STI Common Stock deliverable in respect payable upon due surrender of each share of Company Common their NCF Stock such shareholder holds as determined pursuant to this Agreement, in each caseCertificates, without any interest thereon. Any Merger Consideration remaining unclaimed as of a date which is immediately prior to such time as such amounts would otherwise escheat to or become property of any Governmental Entity shall, to the extent permitted by applicable law, become the property of Parent free and clear of any claims or interest of any Person previously entitled thereto. Notwithstanding the foregoing, none of Parent, Company, neither STI nor the Exchange Agent or any other person shall be liable to any former holder of shares of Company Common a NCF Stock Certificate for any amount Merger Consideration (or dividends or distributions with respect thereto) or cash from the Exchange Fund in each case delivered in good faith to a public official pursuant to any applicable abandoned property, escheat or similar lawslaw. (h) In the event any Certificate NCF Stock Certificates shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person Person claiming such Certificate NCF Stock Certificate(s) to be lost, stolen or destroyed and, if reasonably required by Parent STI or the Exchange Agent, the posting by such person of a bond in such amount sum as Parent STI may determine is reasonably necessary direct as indemnity against any claim that may be made against it or the Surviving Corporation with respect to such CertificateNCF Stock Certificate(s), the Exchange Agent will issue the Merger Consideration deliverable in exchange for respect of the shares of NCF Common Stock represented by such lost, stolen or destroyed Certificate the Merger Consideration deliverable in respect thereof pursuant to this AgreementNCF Stock Certificates.

Delivery of Merger Consideration. (a) As soon as reasonably practicable after Prior to the Effective Time, Merger Sub will designate a bank or trust company, with the Exchange Company’s prior approval (not to be unreasonably withheld, conditioned or delayed), to act as Distribution Agent shall mail to each holder of record of Certificate(sin connection with the Merger (the “Distribution Agent”). At, or immediately before, the Effective Time, Parent will (i) which immediately prior provide to the Effective Time represented outstanding Distribution Agent, or instruct the transfer agent for the Parent Class A Stock to deliver to the Distribution Agent upon request, the number of shares of Parent Class A Stock required to be distributed to the holders of Company Common Stock whose Stock, and (ii) cash in an amount reasonably estimated to be sufficient to enable the Distribution Agent to make all required payments of cash in lieu of fractional shares were converted into (and additional cash at later dates to the right extent it is required for payments in lieu of fractional shares), in each case in trust for the benefit of the holders of Company Common Stock. Until the Distribution Agent uses funds provided to receive it to pay cash in lieu of fractional shares, the Merger Consideration pursuant to Section 2.7 funds will be invested by the Distribution Agent, as directed by the Surviving Corporation, in short-term obligations of or guaranteed by the United States of America or obligations of an agency of the United States of America which are backed by the full faith and any credit of the United States of America, in commercial paper obligations rated A-1 or P-1 or better by Xxxxx’x Investors Services Inc. or Standard & Poor’s Corporation, respectively, or in certificates of deposit or banker’s acceptances issued by commercial banks, each of which has capital, surplus and undivided profits aggregating more than $500 million (based on the most recent financial statements of the banks which are then publicly available). No such investment (or losses thereon) shall affect the amount of the cash in lieu of fractional shares of Parent Class A Stock, or cash pursuant to Section 1.15, payable by Parent to the holders of Company Common Stock pursuant to be issued or paid in consideration therefor who did not properly complete and submit an Election Formthis Agreement. If, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to Certificate(s) shall pass, only upon delivery of Certificate(s) (or affidavits of loss in lieu of such Certificate(s))) (the “Letter of Transmittal”) to the Exchange Agent and shall be substantially in such form and have such other provisions as shall be prescribed by the Exchange Agent Agreement and (ii) instructions for use in surrendering Certificate(s) in exchange for the Merger Consideration and any cash in lieu of fractional after Parent has delivered shares of Parent Common Class A Stock to be issued or paid in consideration therefor in accordance with Section 2.14(f) upon surrender of such Certificate and any dividends or distributions to which such holder the Distribution Agent, it is entitled pursuant to Section 2.14(c). (b) Upon surrender to the Exchange Agent of its Certificate(s), accompanied by a properly completed Form of Election or a properly completed Letter of Transmittal, a holder reasonably determined that holders of Company Common Stock will be entitled to receivefewer shares of Parent Class A Stock, promptly after the Effective Time, the Merger Consideration (elected or deemed elected by it, subject to, and in accordance with Sections 2.7 and 2.8) and any less cash in lieu of fractional shares or less cash pursuant to Section 1.15, than the number of shares or amount of cash the Distribution Agent is holding, the Distribution Agent will promptly return the excess shares or cash to Parent. In the event that the number of shares of Parent Common Stock Class A stock delivered to the Distribution Agent will not be issued or paid in consideration therefor in respect of the shares of Company Common Stock represented by its Certificate(s). Until so surrendered, each such Certificate shall represent after the Effective Time, for all purposes, only the right sufficient to receive, without interest, pay the Merger Consideration and any dividends and distributions payable under Section 1.16(b), or that the amount of cash in lieu of distributed to the Distribution Agent and held by the Distribution Agent will not be sufficient to pay for fractional shares of Parent Class A Stock or will not be sufficient to pay for all validly made and not withdrawn Cash Elections (in any case whether because of losses on the funds invested by the Distribution Agent pursuant to this Section 1.16(a) or otherwise), Parent shall deliver (or cause to be delivered) additional shares of Parent Class A Stock and/or additional funds to the Distribution Agent in an amount equal to the deficiency. (b) The Distribution Agent will be deemed to be the agent for the holders of the Company Common Stock for the purpose of receiving the Merger Consideration, and delivery of shares of Parent Class A Stock to the Distribution Agent will be deemed to be issued delivery to the holders of the Company Common Stock (except that delivery to the Distribution Agent before the Effective Time will be deemed to be delivery to the holders of the Company Common Stock at the Effective Time). Until they are distributed, the shares of Parent Class A Stock held by the Distribution Agent will be deemed to be outstanding from and after the Effective Time (except that excess shares returned to Parent as provided in Section 1.16(a) will be deemed never to have been outstanding), but the Distribution Agent will not vote those shares or paid in consideration therefor upon surrender exercise any rights of such Certificate in accordance with, and a stockholder with regard to them. If any dividends or distributions are paid with regard to shares of Parent Class A Stock while they are held by the Distribution Agent, the Distribution Agent will hold the dividends or distributions, uninvested, until shares of Parent Class A Stock are distributed to particular former holders of Company Common Stock, at which such holder is time the Distribution Agent will distribute the dividends or distributions that have been paid with regard to those shares of Parent Class A Stock to the former holders of Company Common Stock who are entitled pursuant to, this Article IIto receive the shares. (c) No dividends or other distributions with respect to Parent Common Stock shall be paid to the holder of any unsurrendered Certificate with respect to the shares of Parent Common Stock represented thereby, in each case unless and until the surrender of such Certificate in accordance with this Article II. Subject to the effect of applicable abandoned property, escheat or similar laws, following surrender of any such Certificate in accordance with this Article II the record holder thereof shall be entitled to receive, without interest, (i) the amount of dividends or other distributions with a record date after the Effective Time theretofore payable with respect to the whole shares of Parent Common Stock represented by such Certificate and not paid and/or (ii) at the appropriate payment date, the amount of dividends or other distributions payable with respect to shares of Parent Common Stock represented by such Certificate with a record date Promptly after the Effective Time (but before in no event later than two business days after the date on which the Effective Time occurs), the Surviving Corporation will cause the Distribution Agent to mail to each person who was a record holder of Company Common Stock at the Effective Time, a form of letter of transmittal for use in effecting the surrender of stock certificates representing Company Common Stock (“Certificates”) in order to receive the Merger Consideration, such surrender dateletter of transmittal to be in customary form and to have such other provisions as Parent and the Company may reasonably agree. When the Distribution Agent receives either (i) and a Certificate, together with a properly completed and executed letter of transmittal and any other documents required thereunder, or (ii) an Agent’s Notice from The Depositary Trust Company (an “Agent’s Notice”) stating that shares of Company Common Stock have been transferred by book entry transfer into an account established by the Distribution Agent for the purpose of receiving Company Common Stock, the Distribution Agent will promptly arrange for the delivery of the applicable Merger Consideration (or a cash payment date subsequent if required under Section 1.15) to the issuance holder of the Parent Common Stock issuable with respect shares formerly represented by the Certificate or transferred by book entry to such Certificatethe Distribution Agent’s account or as otherwise directed in the letter of transmittal or the Agent’s Notice. (d) In the event of a transfer of ownership of a Certificate representing Company Common Stock that is not registered in the stock transfer records of Company, the proper amount of cash and/or shares of Parent Common Stock shall No interest will be paid or issued in exchange therefor accrued on the Merger Consideration issuable upon the surrender of Certificates or book entry transfer of shares. If Merger Consideration is to be distributed to a person other than the person in whose name a surrendered Certificate is registered, the surrendered Certificate so surrendered is registered if the Certificate formerly representing such Company Common Stock shall must be properly endorsed or otherwise be in proper form for transfer transfer, and the person requesting such who surrenders the Certificate must provide funds for payment or issuance shall pay of any transfer or other similar Taxes taxes required by reason of the payment or issuance of Merger Consideration to a person other than the registered holder of the surrendered Certificate or establish to the satisfaction of Parent the Surviving Corporation that the Tax tax has been paid or is not applicablepaid. The Exchange Agent (or, subsequent to the first anniversary of After the Effective Time, Parent) shall be entitled to deduct a Certificate which has not been surrendered will no longer represent, and withhold from any cash portion uncertificated shares reflected on the records of the Company’s transfer agent will no longer constitute, stock of the Company, and instead will represent or constitute only the right to receive the Merger Consideration, any cash in lieu of fractional Consideration with regard to what had been shares of Parent Common Stock, cash dividends or distributions payable pursuant to Section 2.14(c) hereof and any other cash amounts otherwise payable pursuant to this Agreement to any holder of Company Common Stock (including and any dividends paid to holders of record after the Effective Time with respect regard to any Dissenting Sharesthe Parent Class A Stock that constitutes the Merger Consideration). (e) such amounts as If the Exchange Distribution Agent believes, or ParentParent notifies the Distribution Agent that it believes, as that the case may be, Distribution Agent is required to deduct and withhold any portion of the Merger Consideration (or any cash amount) payable to any person under the Code, or any provision of any state, local or foreign Tax tax law, the Distribution Agent will withhold Merger Consideration with respect a Closing Date Market Value equal to the making sum the Distribution Agent is required (or that the Distribution Agent or Parent believes the Distribution Agent is required) to withhold and Parent will provide the Distribution Agent, in exchange for the withheld Merger Consideration, cash with which to pay the required withholding taxes to the applicable Taxing authorities. Any Merger Consideration that constitutes a compensatory payment to the recipient may, at the direction of such paymentthe Distribution Agent, be processed through the Surviving Corporation’s payroll system. To Any Merger Consideration that is withheld as permitted by this Section 1.16(e) will be deemed to have been distributed to the extent person from whom it is withheld. (f) If a Certificate has been lost, stolen or destroyed, the amounts are so withheld Surviving Corporation will accept, and will instruct the Distribution Agent to accept, an affidavit and indemnification reasonably satisfactory to it instead of the Certificate. (g) At any time which is more than six months after the Effective Time, Parent may require the Distribution Agent to return to Parent any funds and any shares of Parent Class A Stock which have been provided to the Distribution Agent but have not been disbursed to former holders of Company Common Stock (including, without limitation, dividends received by the Exchange Distribution Agent or in respect of those shares of Parent Class A Stock), and after the funds and shares have been returned to Parent, as former stockholders of the case may beCompany must look to Parent for issuance of the Merger Consideration upon surrender of the Certificates that formerly represented, such withheld amounts shall or book entry transfer of, shares of Company Common Stock. (h) Neither the Surviving Corporation nor the Distribution Agent will be treated liable to any former stockholder of the Company for all purposes of this Agreement as having been paid any Merger Consideration or cash payment amount which is delivered to a public official pursuant to any abandoned property, escheat or similar law. (i) After the holder Effective Time, the Surviving Corporation will not record any transfers of shares of Company Common Stock in respect of whom such deduction and withholding was made by the Exchange Agent or Parent, as the case may be. (e) After the Effective Time, there shall be no transfers on the stock transfer books of the Company or the Surviving Corporation, and the stock ledger of any shares of the Company Common Stock that were issued and outstanding immediately prior to the Effective Time other than to settle transfers of Company Common Stock that occurred prior to the Effective Timewill be closed. If, after the Effective Time, Certificates representing such or uncertificated shares are presented for transfer to the Exchange Agenttransfer, they shall will be cancelled and exchanged treated as having been surrendered for the Merger Consideration (which will be paid upon receipt of a properly completed letter of transmittal or an Agent’s Notice and any cash in lieu of fractional shares of Parent Common Stock to be issued or paid in consideration therefor in accordance with Section 2.7 and the procedures set forth in this Article IIother documents required thereby). (f) Notwithstanding anything to the contrary contained in this Agreement, no certificates or scrip representing fractional shares of Parent Common Stock shall be issued upon the surrender of Certificates for exchange, no dividend or distribution with respect to Parent Common Stock shall be payable on or with respect to any fractional share, and such fractional share interests shall not entitle the owner thereof to vote or to any other rights of a shareholder of Parent. In lieu of the issuance of any such fractional share, Parent shall pay to each former shareholder of Company who otherwise would be entitled to receive such fractional share, an amount in cash (rounded to the nearest whole cent) determined by multiplying (i) the Parent Share Price by (ii) the fraction of a share (after taking into account all shares of Company Common Stock held by such holder at the Effective Time and rounded to the nearest one thousandth when expressed in decimal form) of Parent Common Stock to which such holder would otherwise be entitled to receive pursuant to Section 2.7. The parties acknowledge that payment of the cash consideration in lieu of issuing fractional shares was not separately bargain-for consideration but merely represents a mechanical rounding off for purposes of avoiding the expense and inconvenience to Parent that would otherwise be caused by the issuance of fractional shares. (g) Any portion of the Exchange Fund that remains unclaimed by the shareholders of Company as of the first anniversary of the Effective Time shall be paid to Parent. Any former shareholders of Company who have not theretofore complied with this Article II shall thereafter look only to Parent with respect to the Merger Consideration, any cash in lieu of any fractional shares and any unpaid dividends and distributions on the Parent Common Stock deliverable in respect of each share of Company Common Stock such shareholder holds as determined pursuant to this Agreement, in each case, without any interest thereon. Any Merger Consideration remaining unclaimed as of a date which is immediately prior to such time as such amounts would otherwise escheat to or become property of any Governmental Entity shall, to the extent permitted by applicable law, become the property of Parent free and clear of any claims or interest of any Person previously entitled thereto. Notwithstanding the foregoing, none of Parent, Company, the Exchange Agent or any other person shall be liable to any former holder of shares of Company Common Stock for any amount delivered in good faith to a public official pursuant to applicable abandoned property, escheat or similar laws. (h) In the event any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Certificate to be lost, stolen or destroyed and, if reasonably required by Parent or the Exchange Agent, the posting by such person of a bond in such amount as Parent may determine is reasonably necessary as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate the Merger Consideration deliverable in respect thereof pursuant to this Agreement.

Delivery of Merger Consideration. (a) As soon as reasonably practicable after the Effective Time, Parent shall direct the Exchange Agent shall to mail to each holder of record of Certificate(s) which immediately prior to the Effective Time represented outstanding (each, a “Holder,” and collectively, “Holders”) of certificates representing shares of Company Common Stock whose (each, a “Certificate”) and uncertificated shares were of Common Company Stock represented by book-entry form (“Book-Entry Shares”) that have been converted into the right to receive the Merger Consideration pursuant to Section 2.7 1.8 and any cash in lieu of fractional shares of Parent Common Stock (subject to be issued or paid in consideration therefor who did not properly complete and submit an Election FormSection 1.9(d)) Section 1.9, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to Certificate(s) or Book-Entry Share(s) shall pass, pass only upon delivery of Certificate(s) (or affidavits of loss in lieu of such Certificate(s))) (the “Letter or transfer of Transmittal”such Book-Entry Share(s) to the Exchange Agent and shall be substantially in such form and have such other provisions as shall be prescribed determined by the Exchange Agent Agreement and Parent and reasonably acceptable to the Company) (the “Letter of Transmittal”) and (ii) instructions for use in surrendering Certificate(s) or Book-Entry Share(s) in exchange for the Merger Consideration and any cash in lieu of a fractional shares of Parent Common Stock to be issued or paid in consideration therefor in accordance with Section 2.14(f) upon surrender of such Certificate share and any dividends or distributions to which such holder Holder is entitled pursuant to Section 2.14(c2.2(c). (b) Upon proper surrender to the Exchange Agent of its Certificate(s) or transfer of its Book-Entry Share(s), accompanied by a properly completed Form of Election or a properly completed Letter of Transmittal, a holder Holder of Company Common Stock will shall be entitled to receive, promptly after the Effective Time, the Merger Consideration (elected or deemed elected by it, subject to, and in accordance with Sections 2.7 and 2.8) and any cash in lieu of fractional shares of Parent Common Stock to be issued or paid in consideration therefor in respect of the shares of Company Common Stock represented by its Certificate(s) or Book-Entry Share(s), as applicable. Until so surrendered, each such Certificate or Book-Entry Share shall represent after the Effective Time, for all purposes, only the right to receive, without interest, the applicable Merger Consideration and upon surrender of such Certificate or Book-Entry Share in accordance with this Article II, together with any cash in lieu of a fractional shares of Parent Common Stock to be issued or paid in consideration therefor upon surrender of such Certificate in accordance with, share and any dividends or distributions to which such holder Holder is entitled pursuant to, this Article IIto Section 2.2(c). (c) No dividends or other distributions declared with respect to Parent Common Stock shall be paid to the holder Holder of any unsurrendered Certificate with respect to the shares of Parent Common Stock represented thereby, in each case unless and or untransferred Book-Entry Share until the Holder thereof shall surrender of such Certificate or transfer such Book-Entry Share in accordance with this Article II. Subject to the effect of applicable abandoned property, escheat or similar lawsLaws, following surrender of any such Certificate or transfer of such Book-Entry Share in accordance with this Article II II, the record holder Holder thereof shall be entitled to receive, without interest, (i) the amount of any dividends or other distributions with a record date after the Effective Time that theretofore had become payable with respect to the whole shares of Parent Common Stock represented by such Certificate and not paid and/or (ii) at to which the appropriate payment date, the amount of dividends or other distributions payable with respect to shares of Parent Company Common Stock represented by such Certificate with a record date after or Book-Entry Share have been converted into the Effective Time (but before such surrender date) right to receive and with a payment date subsequent to the issuance of the Parent Common Stock issuable with respect to such Certificatenot paid. (d) In If the event of a transfer of ownership of Merger Consideration is to be delivered in exchange for a Certificate representing Company Common Stock that is not registered in the stock transfer records of Company, the proper amount of cash and/or shares of Parent Common Stock shall be paid or issued in exchange therefor to a person Person other than the person Person in whose name the Certificate so surrendered is registered if in the stock transfer records of the Company, it shall be a condition to such exchange that (i) the Certificate formerly representing such Company Common Stock so surrendered shall be properly endorsed or otherwise be in proper form for transfer and (ii) the person Person requesting such payment or issuance shall pay any transfer or other similar Taxes required by reason of the payment or issuance to a person Person other than the registered holder Holder of the Certificate or establish to the reasonable satisfaction of Parent that the Tax has been paid or is not applicable. The Exchange Agent (or, subsequent to the first anniversary of the Effective Time, Parent) shall be entitled to deduct and withhold from any cash portion of the Merger Consideration, any cash in lieu of fractional shares of Parent Common Stock, cash dividends or distributions payable pursuant to Section 2.14(c) hereof and any other cash amounts otherwise payable pursuant to this Agreement to any holder of Company Common Stock (including with respect to any Dissenting Shares) Consideration such amounts as the Exchange Agent or Parent, as the case may be, is required to deduct and withhold under the Code, or any provision of state, local or foreign Tax lawLaw, with respect to the making of such payment. To the extent that the amounts are so withheld by the Exchange Agent or Parent, as the case may be, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder Holder of shares of Company Common Stock in respect of whom such deduction and withholding was made by the Exchange Agent or Parent, as the case may be. (e) After the Effective Time, there shall be no transfers on the stock transfer books of the Company of any shares of Company Common Stock that were issued and outstanding immediately prior to the Effective Time other than to settle transfers of Company Common Stock that occurred prior to the Effective Time. If, after the Effective Time, Certificates representing such shares or Book-Entry Shares are presented for transfer to the Exchange Agent, they shall be cancelled and exchanged for the Merger Consideration and any Consideration, cash in lieu of a fractional shares of Parent Common Stock share and any dividends or distributions to be issued or paid in consideration therefor which such Holder is entitled pursuant to Section 2.2(c), in accordance with Section 2.7 and the procedures set forth in this Article II. (f) Notwithstanding anything to the contrary contained in this Agreement, no certificates or scrip representing fractional shares of Parent Common Stock shall be issued upon the surrender of Certificates or transfer of Book-Entry Shares for exchange, no dividend or distribution with respect to Parent Common Stock shall be payable on or with respect to any fractional share, and such fractional share interests shall not entitle the owner thereof to vote or to any other rights of a shareholder of Parent. In lieu of the issuance of any such fractional share, Parent shall pay to each former shareholder Holder of Company Common Stock who otherwise would be entitled to receive such fractional share, share an amount in cash (rounded to the nearest whole cent) determined by multiplying (i) the Parent Share Price Value by (ii) the fraction of a share (after taking into account all shares of Company Common Stock held by such holder Holder at the Effective Time and rounded to the nearest one ten-thousandth when expressed in decimal form) of Parent Common Stock to which such holder Holder would otherwise be entitled to receive pursuant to Section 2.71.8. The parties acknowledge that payment of the such cash consideration in lieu of issuing fractional shares was not separately bargainbargained-for consideration consideration, but merely represents a mechanical rounding off for purposes of avoiding the expense and inconvenience to Parent that would otherwise be caused by the issuance of fractional shares. (g) Any portion of the Exchange Fund that remains unclaimed by the shareholders Holders of Company Common Stock as of the first anniversary of the Effective Time shall be paid returned to Parentthe Surviving Corporation. Any former shareholders Holders of Company Common Stock who have not theretofore complied with this Article II shall thereafter look only to Parent the Surviving Corporation with respect to the Merger Consideration, any cash in lieu of any fractional shares and any unpaid dividends and distributions on the Parent Common Stock deliverable in respect of each former share of Company Common Stock such shareholder Holder holds as determined pursuant to this Agreement, in each case, without any interest thereon. Any Merger Consideration remaining unclaimed as of a date which is immediately prior to such time as such amounts would otherwise escheat to or become property of any Governmental Entity shall, to the extent permitted by applicable lawLaw, become the property of Parent the Surviving Corporation free and clear of any claims or interest of any Person previously entitled thereto. Notwithstanding the foregoing, none of Parent, the Company, the Surviving Corporation, the Exchange Agent or any other person Person shall be liable to any former holder of shares of Company Common Stock for any amount delivered in good faith to a public official pursuant to applicable abandoned property, escheat or similar lawsLaws. (h) In the event that any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person Person claiming such Certificate to be lost, stolen or destroyed and, if reasonably required by Parent or the Exchange Agent, the posting by such person Person of a bond in such amount as Parent may determine is reasonably necessary as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent will shall issue in exchange for such lost, stolen or destroyed Certificate the Merger Consideration Consideration, cash in lieu of fractional shares and any dividends or distributions to which such Holder is entitled pursuant to Section 2.2(c) deliverable in respect thereof pursuant to this Agreement. (i) Subject to the terms of this Agreement and the Exchange Agent Agreement, Parent, in the exercise of its reasonable discretion, shall have the right to make all determinations, not inconsistent with the terms of this Agreement, governing (i) the validity of any Letter of Transmittal and compliance by any Holder of Company Common Stock with the procedures and instructions set forth herein and therein, (ii) the issuance and delivery of the whole number of shares of the Parent Common Stock portion of the Merger Consideration, into which shares of Company Common Stock are converted in the Merger and (iii) the method of payment of cash in lieu of fractional shares of Parent Common Stock.

Delivery of Merger Consideration. (a) As soon as reasonably practicable Within five (5) business days after the Effective TimeTime and subject to the receipt by the Exchange Agent of a list of Home’s shareholders in a format that is acceptable to the Exchange Agent, the Exchange Agent shall mail to each holder of record of Certificate(s) which immediately prior to the Effective Time represented outstanding of certificates (other than with respect to Cancelled Shares and Restricted Shares) representing shares of Company Home Common Stock whose shares were converted into the right to receive the Merger Consideration pursuant to Section 2.7 and any cash in lieu of fractional shares of Parent Common Stock to be issued or paid in consideration therefor who did not properly complete and submit an Election Form(each a “Certificate”), (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to Certificate(s) each Certificate shall pass, only upon delivery of Certificate(s) such Certificate (or affidavits an affidavit of loss in lieu of such Certificate(sCertificate))) (the “Letter of Transmittal”) to the Exchange Agent and shall be substantially in such form and have such other provisions as shall be prescribed by the Exchange Agent Agreement (the “Letter of Transmittal”) and (ii) instructions for use in surrendering Certificate(s) each Certificate in exchange for the Merger Consideration and Consideration, any cash in lieu of a fractional shares share of Parent Banner Common Stock to be issued or paid in consideration therefor in accordance with Section 2.14(f) upon surrender of such Certificate and any dividends or distributions to which such holder is entitled pursuant to Section 2.14(c2.3(c). (b) Upon Within ten (10) days after surrender to the Exchange Agent of its Certificate(s)Certificate or Certificates, accompanied by a properly completed Form of Election or a properly completed Letter of Transmittal, a or within five (5) business days after the Effective Time for any uncertificated shares of Home Common Stock, such holder of Company Home Common Stock will be entitled to receive, promptly after the Effective Time, receive the Merger Consideration (elected or deemed elected by it, subject to, and in accordance with Sections 2.7 and 2.8) and any cash in lieu of a fractional shares share of Parent Banner Common Stock to be issued or paid in consideration therefor in respect of the shares of Company Home Common Stock represented by its Certificate(s)such holder’s Certificate or Certificates. Until so surrendered, each such Certificate shall represent after the Effective Time, for all purposes, only the right to receive, without interest, the Merger Consideration and any cash in lieu of a fractional shares share of Parent Banner Common Stock to be issued or paid in consideration therefor upon surrender of such Certificate in accordance with, and any dividends or distributions to which such holder is entitled pursuant to, to this Article II. (c) No dividends or other distributions with respect to Parent Banner Common Stock shall be paid to the holder of any unsurrendered Certificate with respect to the shares of Parent Banner Common Stock represented thereby, in each case unless and until the surrender of such Certificate in accordance with this Article II. Subject to the effect of applicable abandoned property, escheat or similar laws, following surrender of any such Certificate in accordance with this Article II II, the record holder thereof shall be entitled to receive, without interest, (i) the amount of dividends or other distributions with a record date after the Effective Time theretofore payable with respect to the whole shares of Parent Banner Common Stock represented by such Certificate and not paid and/or (ii) at the appropriate payment date, the amount of dividends or other distributions payable with respect to shares of Parent Banner Common Stock represented by such Certificate with a record date after the Effective Time (but before such surrender date) and with a payment date subsequent to the issuance of the Parent Banner Common Stock issuable with respect to such Certificate. (d) In the event of a transfer of ownership of a Certificate representing Company Home Common Stock prior to the Effective Time that is not registered in the stock transfer records of CompanyHome, the proper amount Merger Consideration and any cash in lieu of cash and/or shares a fractional share of Parent Banner Common Stock to be issued or paid in consideration therefor shall be issued or paid or issued in exchange therefor to a person other than the person in whose name the Certificate so surrendered is registered if the Certificate formerly representing such Company Home Common Stock shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment or issuance shall pay any transfer or other similar Taxes (as defined in Section 3.10(b)) required by reason of the payment or issuance to a person other than the registered holder of the Certificate or establish to the satisfaction of Parent Banner that the Tax has been paid or is not applicable. The Exchange Agent (or, subsequent to the first anniversary earlier of (x) six (6) months after the Effective Time and (y) the expiration or termination of the Effective TimeExchange Agent Agreement, ParentBanner) shall be entitled to deduct and withhold from any the cash portion of the Merger Consideration, Consideration and any cash in lieu of a fractional shares share of Parent Banner Common Stock, cash dividends or distributions payable pursuant to Section 2.14(c) hereof and any other cash amounts Stock otherwise payable pursuant to this Agreement to any holder of Company Home Common Stock (including with respect to any Dissenting Shares) such amounts as the Exchange Agent or ParentBanner, as the case may be, is required to deduct and withhold under the Code, or any provision of state, local or foreign Tax tax law, with respect to the making of such payment. To the extent the amounts are so withheld by the Exchange Agent or ParentBanner, as the case may be, and timely paid over to the appropriate Governmental Entity (as defined in Section 3.4), such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of shares of Company Home Common Stock in respect of whom such deduction and withholding was made by the Exchange Agent or ParentBanner, as the case may be. (e) After the Effective Time, there shall be no transfers on the stock transfer books of Company Home of any the shares of Company Home Common Stock that were issued and outstanding immediately prior to the Effective Time other than to settle transfers of Company Home Common Stock that occurred prior to the Effective Time. If, after the Effective Time, Certificates representing such shares are presented for transfer to the Exchange Agent, they shall be cancelled and exchanged for the Merger Consideration and any cash in lieu of fractional shares of Parent Banner Common Stock to be issued or paid in consideration therefor in accordance with Section 2.7 and the procedures set forth in this Article II. (f) Notwithstanding anything to the contrary contained in this Agreement, no certificates or scrip representing fractional shares of Parent Banner Common Stock shall be issued upon the surrender of Certificates for exchange, no dividend or distribution with respect to Parent Banner Common Stock shall be payable on or with respect to any fractional share, and such fractional share interests shall not entitle the owner thereof to vote or to any other rights of a shareholder of ParentBanner. In lieu of the issuance of any such fractional share, Parent Banner shall pay to each former shareholder of Company Home who otherwise would be entitled to receive such fractional share, share an amount in cash (rounded to the nearest whole cent) determined by multiplying (i) the Parent Share Banner Average Closing Price by (ii) the fraction of a share (after taking into account all shares of Company Home Common Stock held by such holder at the Effective Time and rounded to the nearest one ten thousandth when expressed in decimal form) of Parent Banner Common Stock to which such holder would otherwise be entitled to receive pursuant to Section 2.71.4(b). The parties acknowledge that payment of the cash consideration in lieu of issuing fractional shares was not separately bargain-for consideration but merely represents a mechanical rounding off for For purposes of avoiding the expense and inconvenience to Parent that would otherwise be caused by the issuance of fractional shares. (g) Any portion of the Exchange Fund that remains unclaimed by the shareholders of Company as of the first anniversary of the Effective Time shall be paid to Parent. Any former shareholders of Company who have not theretofore complied with this Article II shall thereafter look only to Parent with respect to the Merger Consideration, any cash in lieu of any fractional shares and any unpaid dividends and distributions on the Parent Common Stock deliverable in respect of each share of Company Common Stock such shareholder holds as determined pursuant to this Agreement, in each case, without any interest thereon. Any Merger Consideration remaining unclaimed as the term “Banner Average Closing Price” means the average of a date which is the volume weighted closing price (rounded to the nearest one ten thousandth) of Banner Common Stock on the NASDAQ Global Select Market (“NASDAQ”) for the twenty (20) trading days immediately preceding the tenth (10th) day prior to such time the Closing Date (as such amounts would otherwise escheat to or become property of any Governmental Entity shall, to the extent permitted by applicable law, become the property of Parent free and clear of any claims or interest of any Person previously entitled thereto. Notwithstanding the foregoing, none of Parent, Company, the Exchange Agent or any other person shall be liable to any former holder of shares of Company Common Stock for any amount delivered defined in good faith to a public official pursuant to applicable abandoned property, escheat or similar lawsSection 9.1). (h) In the event any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Certificate to be lost, stolen or destroyed and, if reasonably required by Parent or the Exchange Agent, the posting by such person of a bond in such amount as Parent may determine is reasonably necessary as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate the Merger Consideration deliverable in respect thereof pursuant to this Agreement.

Delivery of Merger Consideration. (a) As soon as reasonably practicable after the Effective Time, the Exchange Agent shall mail to each holder of record of Certificate(s) which immediately prior to the Effective Time represented outstanding shares of Company MBNA Common Stock whose shares were converted into the right to receive the Merger Consideration pursuant to Section 2.7 1.4 and any cash in lieu of fractional shares of Parent Bank of America Common Stock to be issued or paid in consideration therefor who did not properly complete and submit an Election Form, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to Certificate(s) shall pass, only upon delivery of Certificate(s) (or affidavits of loss in lieu of such Certificate(s))) (the “Letter of Transmittal”Certificates) to the Exchange Agent and shall be substantially in such form and have such other provisions as shall be prescribed by the Exchange Agent Agreement (the “Letter of Transmittal”) and (ii) instructions for use in surrendering Certificate(s) in exchange for the Merger Consideration and any cash in lieu of fractional shares of Parent Bank of America Common Stock to be issued or paid in consideration therefor in accordance with Section 2.14(f2.3(f) upon surrender of such Certificate and any dividends or distributions to which such holder is entitled pursuant to Section 2.14(c2.3(c). (b) Upon surrender to the Exchange Agent of its Certificate(s)Certificate or Certificates, accompanied by a properly completed Form of Election or a properly completed Letter of Transmittal, a holder of Company MBNA Common Stock will be entitled to receive, receive promptly after the Effective Time, Time the Merger Consideration (elected or deemed elected by it, subject to, and in accordance with Sections 2.7 and 2.8the aggregate Cash Consideration paid to each such holder rounded to the nearest whole cent) and any cash in lieu of fractional shares of Parent Bank of America Common Stock to be issued or paid in consideration therefor in respect of the shares of Company MBNA Common Stock represented by its Certificate(s)Certificate or Certificates. Until so surrendered, each such Certificate shall represent after the Effective Time, for all purposes, only the right to receive, without interest, receive the Merger Consideration and any cash in lieu of fractional shares of Parent Bank of America Common Stock to be issued or paid in consideration therefor upon surrender of such Certificate in accordance with, and any dividends or distributions to which such holder is entitled pursuant to, this Article II. (c) No dividends or other distributions with respect to Parent Bank of America Common Stock shall be paid to the holder of any unsurrendered Certificate with respect to the shares of Parent Bank of America Common Stock represented thereby, in each case unless and until the surrender of such Certificate in accordance with this Article II. Subject to the effect of applicable abandoned property, escheat or similar laws, following surrender of any such Certificate in accordance with this Article II II, the record holder thereof shall be entitled to receive, without interest, (i) the amount of dividends or other distributions with a record date after the Effective Time theretofore payable with respect to the whole shares of Parent Bank of America Common Stock represented by such Certificate and not paid and/or (ii) at the appropriate payment date, the amount of dividends or other distributions payable with respect to shares of Parent Bank of America Common Stock represented by such Certificate with a record date after the Effective Time (but before such surrender date) and with a payment date subsequent to the issuance of the Parent Bank of America Common Stock issuable with respect to such Certificate. (d) In the event of a transfer of ownership of a Certificate representing Company MBNA Common Stock that is not registered in the stock transfer records of CompanyMBNA, the proper amount of cash and/or shares of Parent Bank of America Common Stock shall be paid or issued in exchange therefor to a person other than the person in whose name the Certificate so surrendered is registered if the Certificate formerly representing such Company MBNA Common Stock shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment or issuance shall pay any transfer or other similar Taxes required by reason of the payment or issuance to a person other than the registered holder of the Certificate or establish to the satisfaction of Parent Bank of America that the Tax has been paid or is not applicable. The Exchange Agent (or, subsequent to the first anniversary of the Effective Time, ParentBank of America) shall be entitled to deduct and withhold from any the cash portion of the Merger Consideration, Consideration and any cash in lieu of fractional shares of Parent Bank of America Common Stock, cash dividends or distributions payable pursuant to Section 2.14(c) hereof and any other cash amounts Stock otherwise payable pursuant to this Agreement to any holder of Company MBNA Common Stock (including with respect to any Dissenting Shares) such amounts as the Exchange Agent or ParentBank of America, as the case may be, is required to deduct and withhold under the Code, or any provision of state, local or foreign Tax law, with respect to the making of such payment. To the extent the amounts are so withheld by the Exchange Agent or ParentBank of America, as the case may be, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of shares of Company MBNA Common Stock in respect of whom such deduction and withholding was made by the Exchange Agent or ParentBank of America, as the case may be. (e) After the Effective Time, there shall be no transfers on the stock transfer books of Company MBNA of any the shares of Company MBNA Common Stock that were issued and outstanding immediately prior to the Effective Time other than to settle transfers of Company MBNA Common Stock that occurred prior to the Effective Time. If, after the Effective Time, Certificates representing such shares are presented for transfer to the Exchange Agent, they shall be cancelled and exchanged for the Merger Consideration and any cash in lieu of fractional shares of Parent Bank of America Common Stock to be issued or paid in consideration therefor in accordance with Section 2.7 and the procedures set forth in this Article II. (f) Notwithstanding anything to the contrary contained in this Agreement, no certificates or scrip representing fractional shares of Parent Bank of America Common Stock shall be issued upon the surrender of Certificates for exchange, no dividend or distribution with respect to Parent Bank of America Common Stock shall be payable on or with respect to any fractional share, and such fractional share interests shall not entitle the owner thereof to vote or to any other rights of a shareholder stockholder of ParentBank of America. In lieu of the issuance of any such fractional share, Parent Bank of America shall pay to each former shareholder stockholder of Company MBNA who otherwise would be entitled to receive such fractional share, share an amount in cash (rounded to the nearest whole cent) determined by multiplying (i) the Parent Share Bank of America Closing Price by (ii) the fraction of a share (after taking into account all shares of Company MBNA Common Stock held by such holder at the Effective Time and rounded to the nearest one thousandth when expressed in decimal form) of Parent Bank of America Common Stock to which such holder would otherwise be entitled to receive pursuant to Section 2.7. The parties acknowledge that payment of the cash consideration in lieu of issuing fractional shares was not separately bargain-for consideration but merely represents a mechanical rounding off for purposes of avoiding the expense and inconvenience to Parent that would otherwise be caused by the issuance of fractional shares1.4. (g) Any portion of the Exchange Fund that remains unclaimed by the shareholders stockholders of Company MBNA as of the first anniversary of the Effective Time shall may be paid to ParentBank of America. Any In such event, any former shareholders stockholders of Company MBNA who have not theretofore complied with this Article II shall thereafter look only to Parent Bank of America with respect to the Merger Consideration, any cash in lieu of any fractional shares and any unpaid dividends and distributions on the Parent Bank of America Common Stock deliverable in respect of each share of Company MBNA Common Stock such shareholder stockholder holds as determined pursuant to this Agreement, in each case, without any interest thereon. Any Merger Consideration remaining unclaimed as of a date which is immediately prior to such time as such amounts would otherwise escheat to or become property of any Governmental Entity shall, to the extent permitted by applicable law, become the property of Parent free and clear of any claims or interest of any Person previously entitled thereto. Notwithstanding the foregoing, none of ParentBank of America, CompanyMBNA, the Exchange Agent or any other person shall be liable to any former holder of shares of Company MBNA Common Stock for any amount delivered in good faith to a public official pursuant to applicable abandoned property, escheat or similar laws. (h) In the event any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Certificate to be lost, stolen or destroyed and, if reasonably required by Parent Bank of America or the Exchange Agent, the posting by such person of a bond in such amount as Parent Bank of America may determine is reasonably necessary as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate the Merger Consideration deliverable in respect thereof pursuant to this Agreement.

Delivery of Merger Consideration. (a) Immediately prior to the Closing, Parent shall make available for immediate use (i) certificates representing shares of Parent Stock and (ii) cash in an aggregate amount sufficient to make the appropriate cash payments (A) of the Cash Consideration and (B) to holders of Dissenting Shares pursuant to Section 2.4 hereof, if any (such certificates and cash being referred to as the “Exchange Fund”). The Exchange Fund shall not be used for any other purpose except as provided in this Agreement. (b) As soon as reasonably practicable after the Effective Time, the Exchange Agent Parent shall mail to each record holder of record an outstanding certificate or certificates that as of Certificate(s) which immediately prior to the Effective Time represented outstanding shares of Company Common Bank Stock whose shares were converted into (the right to receive the Merger Consideration pursuant to Section 2.7 and any cash in lieu of fractional shares of Parent Common Stock to be issued or paid in consideration therefor who did not properly complete and submit an Election Form, (i“Certificates”) a letter of transmittal (which shall a “Letter of Transmittal”) that will specify that delivery shall be effected, and risk of loss and title to Certificate(s) the Certificates shall pass, only upon proper delivery of Certificate(s) (or affidavits of loss in lieu of such Certificate(s))) (the “Letter of Transmittal”) Certificates to the Exchange Agent Parent and shall be substantially in such form and have such other provisions as shall be prescribed by the Exchange Agent Agreement and (ii) contain instructions for use in surrendering Certificate(s) effecting the surrender of the Certificates for payment therefor. Upon surrender to Parent of a Certificate, together with such duly executed Letter of Transmittal (and, if applicable, a duly executed Voting Agreement), the holder of such Certificate shall be entitled to receive in exchange for therefor the Merger amount of Cash Consideration and any cash in lieu or number of fractional shares of Parent Common Stock provided in Section 2.3 hereof, and such Certificate shall forthwith be cancelled. No interest will be paid or accrued with respect to be issued the shares of Parent Stock or paid in consideration therefor Cash Consideration payable upon surrender of the Certificates. Until surrendered in accordance with the provisions of this Section 2.14(f) upon surrender of such Certificate and any dividends or distributions to which such holder is entitled pursuant to Section 2.14(c). (b) Upon surrender to the Exchange Agent of its Certificate(s), accompanied by a properly completed Form of Election or a properly completed Letter of Transmittal, a holder of Company Common Stock will be entitled to receive, promptly after the Effective Time, the Merger Consideration (elected or deemed elected by it, subject to, and in accordance with Sections 2.7 and 2.8) and any cash in lieu of fractional shares of Parent Common Stock to be issued or paid in consideration therefor in respect of the shares of Company Common Stock represented by its Certificate(s). Until so surrendered2.5, each such Certificate (other than Certificates representing Dissenting Shares) shall represent after the Effective Time, for all purposes, purposes only the right to receive, without interest, receive the Merger Consideration and without any cash in lieu of fractional shares of Parent Common Stock to be issued or paid in consideration therefor upon surrender of such Certificate in accordance with, and any dividends or distributions to which such holder is entitled pursuant to, this Article IIinterest thereon. (c) No dividends or other distributions declared after the Effective Time with respect to shares of Parent Common Stock and payable to the holders thereof shall be paid to the holder of a Certificate until such holder surrenders such Certificate to Parent in accordance with this Section 2.5. After the surrender of a Certificate in accordance with this Section 2.5, the holder thereof shall be entitled to receive any unsurrendered Certificate such dividends or other distributions, without interest thereon, that had become payable after the Effective Time with respect to the shares of Parent Common Stock represented thereby, in each case unless and until the surrender of such Certificate in accordance with this Article II. Subject to the effect of applicable abandoned property, escheat or similar laws, following surrender of any such Certificate in accordance with this Article II the record holder thereof shall be entitled to receive, without interest, (i) the amount of dividends or other distributions with a record date after the Effective Time theretofore payable with respect to the whole shares of Parent Common Stock represented by such Certificate and not paid and/or (ii) at the appropriate payment date, the amount of dividends or other distributions payable with respect to shares of Parent Common Stock represented by such Certificate with a record date after the Effective Time (but before such surrender date) and with a payment date subsequent to the issuance of the Parent Common Stock issuable with respect to such Certificate. (d) In the event of a transfer of ownership of a Certificate representing Company Common Stock that is not registered in the stock transfer records of Company, the proper amount of cash and/or shares of Parent Common Stock shall be paid or issued in exchange therefor to a person other than the person in whose name the Certificate so surrendered is registered if the Certificate formerly representing such Company Common Stock shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment or issuance shall pay any transfer or other similar Taxes required by reason of the payment or issuance to a person other than the registered holder of the Certificate or establish to the satisfaction of Parent that the Tax has been paid or is not applicable. The Exchange Agent (or, subsequent to the first anniversary of the Effective Time, Parent) shall be entitled to deduct and withhold from any cash portion of the Merger Consideration, any cash in lieu of fractional shares of Parent Common Stock, cash dividends or distributions payable pursuant to Section 2.14(c) hereof and any other cash amounts otherwise payable pursuant to this Agreement to any holder of Company Common Stock (including with respect to any Dissenting Shares) such amounts as the Exchange Agent or Parent, as the case may be, is required to deduct and withhold under the Code, or any provision of state, local or foreign Tax law, with respect to the making of such payment. To the extent the amounts are so withheld by the Exchange Agent or Parent, as the case may be, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of shares of Company Common Stock in respect of whom such deduction and withholding was made by the Exchange Agent or Parent, as the case may be. (e) After the Effective Time, the stock transfer ledger of the Bank shall be closed and there shall be no transfers on the stock transfer books of Company the Bank of any the shares of Company Common Bank Stock that were issued and outstanding immediately prior to the Effective Time other than to settle transfers of Company Common Stock that occurred prior to the Effective Time. If, after the Effective Time, Certificates representing such shares are presented for transfer to the Exchange AgentParent, they shall be cancelled and promptly exchanged for the Merger Consideration and any cash in lieu of fractional shares of Parent Common Stock to be issued or paid in consideration therefor in accordance with Section 2.7 and the procedures set forth as provided in this Article IISection 2.5. (f) Notwithstanding anything to the contrary contained in this Agreement, no certificates or scrip representing fractional shares of Parent Common Stock shall be issued upon the surrender of Certificates for exchange, no dividend or distribution with respect to Parent Common Stock shall be payable on or with respect to any fractional share, and such fractional share interests shall not entitle the owner thereof to vote or to any other rights of a shareholder of Parent. In lieu of the issuance of any such fractional share, Parent shall pay to each former shareholder of Company who otherwise would be entitled to receive such fractional share, an amount in cash (rounded to the nearest whole cent) determined by multiplying (i) the Parent Share Price by (ii) the fraction of a share (after taking into account all shares of Company Common Stock held by such holder at the Effective Time and rounded to the nearest one thousandth when expressed in decimal form) of Parent Common Stock to which such holder would otherwise be entitled to receive pursuant to Section 2.7. The parties acknowledge that payment of the cash consideration in lieu of issuing fractional shares was not separately bargain-for consideration but merely represents a mechanical rounding off for purposes of avoiding the expense and inconvenience to Parent that would otherwise be caused by the issuance of fractional shares. (ge) Any portion of the Exchange Fund (including the proceeds of any investments thereof) that remains unclaimed by the shareholders of Company as the Bank for six months after Parent mails the Letter of Transmittal pursuant to Section 2.5 shall be retained by Parent, and any shareholders of the first anniversary of the Effective Time shall be paid to Parent. Any former shareholders of Company Bank who have not theretofore complied with the exchange procedures in this Article II shall thereafter look only to Parent with respect to only for the Merger Consideration, any cash in lieu payment of any fractional shares and any unpaid dividends and distributions on the Parent Common Stock deliverable Merger Consideration in respect of each share such shares. (f) If any certificate representing shares of Company Common Parent Stock is to be issued in a name other than that in which the Certificate surrendered in exchange therefor is registered, it shall be a condition of the issuance thereof that the Certificate so surrendered shall be appropriately endorsed (or accompanied by an appropriate instrument of transfer) and otherwise in proper form (reasonably satisfactory to Parent) for transfer, and that the Person requesting such shareholder holds as determined pursuant exchange shall pay to this Agreement, Parent in each case, without advance any interest thereon. Any Merger Consideration remaining unclaimed as transfer or other taxes required by reason of the issuance of a date which is immediately prior to such time as such amounts would otherwise escheat to certificate representing shares of Parent Stock in any name other than that of the registered holder of the Certificate surrendered, or become property of required for any Governmental Entity shallother reason, or shall establish to the extent permitted by applicable law, become the property satisfaction of Parent free and clear of any claims that such tax has been paid or interest of any Person previously entitled thereto. Notwithstanding the foregoing, none is not payable. (g) None of Parent, Company, the Exchange Agent Bank or any other person Person shall be liable to any former holder of shares of Company Common Bank Stock for any amount Parent Stock (or dividends or distributions with respect thereto) or cash properly delivered in good faith to a public official pursuant to applicable abandoned property, escheat or similar laws. (h) In the event any Certificate shall have been lost, stolen or destroyed, then upon the making of an affidavit of that fact by the person Person claiming such Certificate to be lost, stolen or destroyed and, if reasonably required by Parent or the Exchange AgentParent, the posting by such person delivery of a bond in such amount as Parent may determine is reasonably necessary as customary and reasonable indemnity agreement against any claim that may be made against it Parent with respect to such Certificate, the Exchange Agent Parent will issue in exchange for such lost, stolen or destroyed Certificate the Merger Consideration deliverable in respect thereof pursuant to this Agreement.

Delivery of Merger Consideration. (a) As soon as reasonably practicable after the Effective Time, the Exchange Agent shall mail to each holder of record of Certificate(s) which immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into the right to receive the Merger Consideration pursuant to Section 2.7 1.4 and any cash in lieu of fractional shares of Parent Common Stock to be issued or paid in consideration therefor who did not properly complete and submit an Election Form, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to Certificate(s) shall pass, only upon delivery of Certificate(s) (or affidavits of loss in lieu of such Certificate(sCertificates))) (the “Letter of Transmittal”) to the Exchange Agent and shall be substantially in such form and have such other provisions as shall be prescribed by the Exchange Agent Agreement (the “Letter of Transmittal”) and (ii) instructions for use in surrendering Certificate(s) in exchange for the Merger Consideration and Consideration, any cash in lieu of fractional shares of Parent Common Stock to be issued or paid in consideration therefor in accordance with Section 2.14(f) upon surrender of such Certificate and any dividends or distributions to which such holder is entitled pursuant to Section 2.14(c2.3(c). (b) Upon surrender to the Exchange Agent of its Certificate(s)Certificate or Certificates, accompanied by a properly completed Form of Election or a properly completed Letter of Transmittal, a holder of Company Common Stock will be entitled to receive, receive promptly after the Effective Time, Time the Merger Consideration (elected or deemed elected by it, subject to, and in accordance with Sections 2.7 and 2.8) and any cash in lieu of fractional shares of Parent Common Stock to be issued or paid in consideration therefor in respect of the shares of Company Common Stock represented by its Certificate(s)Certificate or Certificates. Until so surrendered, each such Certificate shall represent after the Effective Time, for all purposes, only the right to receive, without interest, the Merger Consideration and any cash in lieu of fractional shares of Parent Common Stock to be issued or paid in consideration therefor upon surrender of such Certificate in accordance with, and any dividends or distributions to which such holder is entitled pursuant to, this Article II. (c) No dividends or other distributions with respect to Parent Common Stock shall be paid to the holder of any unsurrendered Certificate with respect to the shares of Parent Common Stock represented thereby, in each case unless and until the surrender of such Certificate in accordance with this Article II. Subject to the effect of applicable abandoned property, escheat or similar laws, following surrender of any such Certificate in accordance with this Article II II, the record holder thereof shall be entitled to receive, without interest, (i) the amount of dividends or other distributions with a record date after the Effective Time theretofore payable with respect to the whole shares of Parent Common Stock represented by such Certificate and not paid and/or (ii) at the appropriate payment date, the amount of dividends or other distributions payable with respect to shares of Parent Common Stock represented by such Certificate with a record date after the Effective Time (but before such surrender date) and with a payment date subsequent to the issuance of the Parent Common Stock issuable with respect to such Certificate. (d) In the event of a transfer of ownership of a Certificate representing Company Common Stock that is not registered in the stock transfer records of Company, the proper amount of cash and/or shares of Parent Common Stock and cash in lieu of fractional shares of Parent Common Stock comprising the Merger Consideration shall be issued or paid or issued in exchange therefor to a person other than the person in whose name the Certificate so surrendered is registered if the Certificate formerly representing such Company Common Stock shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment or issuance shall pay any transfer or other similar Taxes taxes required by reason of the payment or issuance to a person other than the registered holder of the Certificate or establish to the satisfaction of Parent that the Tax tax has been paid or is not applicable. The Exchange Agent (or, subsequent to the first earlier of (x) the one-year anniversary of the Effective TimeTime and (y) the expiration or termination of the Exchange Agent Agreement, Parent) shall be entitled to deduct and withhold from any cash portion of the Merger Consideration, any cash in lieu of fractional shares of Parent Common Stock, cash dividends or distributions payable pursuant to Section 2.14(c) hereof and any other cash amounts Stock otherwise payable pursuant to this Agreement to any holder of Company Common Stock (including with respect to any Dissenting Shares) such amounts as the Exchange Agent or Parent, as the case may be, is required to deduct and withhold under the Code, or any provision of state, local or foreign Tax tax law, with respect to the making of such payment. To the extent the amounts are so withheld by the Exchange Agent or Parent, as the case may be, and timely paid over to the appropriate Governmental Entity, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of shares of Company Common Stock in respect of whom such deduction and withholding was made by the Exchange Agent or Parent, as the case may be. (e) After the Effective Time, there shall be no transfers on the stock transfer books of Company of any the shares of Company Common Stock that were issued and outstanding immediately prior to the Effective Time other than to settle transfers of Company Common Stock that occurred prior to the Effective Time. If, after the Effective Time, Certificates representing such shares are presented for transfer to the Exchange Agent, they shall be cancelled and exchanged for the Merger Consideration and any cash in lieu of fractional shares of Parent Common Stock to be issued or paid in consideration therefor in accordance with Section 2.7 and the procedures set forth in this Article II. (f) Notwithstanding anything to the contrary contained in this Agreement, no certificates or scrip representing fractional shares of Parent Common Stock shall be issued upon the surrender of Certificates for exchange, no dividend or distribution with respect to Parent Common Stock shall be payable on or with respect to any fractional share, and such fractional share interests shall not entitle the owner thereof to vote or to any other rights of a shareholder of Parent. In lieu of the issuance of any such fractional share, Parent shall pay to each former shareholder of Company who otherwise would be entitled to receive such fractional share, share an amount in cash (rounded to the nearest whole cent) determined by multiplying (i) the average, rounded to the nearest one ten thousandth, of the closing sale prices of Parent Share Price Common Stock on the New York Stock Exchange (the “NYSE”) as reported by The Wall Street Journal for the five trading days immediately preceding the date of the Effective Time by (ii) the fraction of a share (after taking into account all shares of Company Common Stock held by such holder at the Effective Time and rounded to the nearest one thousandth when expressed in decimal form) of Parent Common Stock to which such holder would otherwise be entitled to receive pursuant to Section 2.7. The parties acknowledge that payment of the cash consideration in lieu of issuing fractional shares was not separately bargain-for consideration but merely represents a mechanical rounding off for purposes of avoiding the expense and inconvenience to Parent that would otherwise be caused by the issuance of fractional shares1.4. (g) Any portion of the Exchange Fund that remains unclaimed by the shareholders of Company as of the first anniversary of the Effective Time shall may be paid to Parent. Any In such event, any former shareholders of Company who have not theretofore complied with this Article II shall thereafter look only to Parent with respect to the Merger Consideration, any cash in lieu of any fractional shares and any unpaid dividends and distributions on the Parent Common Stock deliverable in respect of each share of Company Common Stock such shareholder holds as determined pursuant to this Agreement, in each case, without any interest thereon. Any Merger Consideration remaining unclaimed as of a date which is immediately prior to such time as such amounts would otherwise escheat to or become property of any Governmental Entity shall, to the extent permitted by applicable law, become the property of Parent free and clear of any claims or interest of any Person previously entitled thereto. Notwithstanding the foregoing, none of Parent, the Surviving Company, the Exchange Agent or any other person shall be liable to any former holder of shares of Company Common Stock for any amount delivered in good faith to a public official pursuant to applicable abandoned property, escheat or similar laws. (h) In the event any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Certificate to be lost, stolen or destroyed and, if reasonably required by Parent or the Exchange Agent, the posting by such person of a bond in such amount as Parent may determine is reasonably necessary as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate the Merger Consideration deliverable in respect thereof pursuant to this Agreement.

Delivery of Merger Consideration. (ai) As soon as reasonably practicable after the Merger Effective Time, the Exchange Agent shall mail to each holder of record of Certificate(s) which immediately prior to the Effective Time represented outstanding shares of Company Common Stock Holder whose shares were converted into the right to receive the Merger Consideration pursuant to Section 2.7 and any cash in lieu of fractional shares of Parent Common Stock to be issued or paid in consideration therefor who did not properly complete and submit an Election Form1.6, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to Certificate(scertificates which immediately prior to the Merger Effective Time represented outstanding shares of Company Common Stock (the “Certificates”) shall pass, only upon delivery of Certificate(s) (or affidavits of loss in lieu of such Certificate(s))) (the “Letter of Transmittal”) to the Exchange Agent and shall be substantially in such form and have such other provisions as shall be prescribed by the Exchange Agent Agreement and (ii) instructions for use in surrendering Certificate(s) in exchange for the Merger Consideration and any cash in lieu of fractional shares of Parent Common Stock to be issued or paid in consideration therefor in accordance with Section 2.14(f) upon surrender of such Certificate and any dividends or distributions to which such holder is entitled pursuant to Section 2.14(c)Certificate. (bii) Upon surrender to the Exchange Agent of its Certificate(s), accompanied by a properly completed Form of Election or a properly completed Letter of Transmittal, a holder of Company Common Stock will Holder shall be entitled to receive, promptly after the Merger Effective Time, the Merger Consideration (elected or deemed elected by it, subject to, and in accordance with Sections 2.7 1.6 and 2.81.9) and any cash in lieu of fractional shares of Parent Common Stock to be issued or paid in consideration therefor in respect of the shares of Company Common Stock represented by its Certificate(s). Until so surrendered, each such Certificate shall represent after the Merger Effective Time, for all purposes, only the right to receive, without interest, the applicable Merger Consideration and any cash in lieu of fractional shares of Parent Common Stock to be issued or paid in consideration therefor upon surrender of such Certificate in accordance with, and any dividends or distributions to which such holder is entitled pursuant to, this Article II. (c) No dividends or other distributions with respect to Parent Common Stock shall be paid to the holder of any unsurrendered Certificate with respect to the shares of Parent Common Stock represented thereby, in each case unless and until the surrender of such Certificate in accordance with this Article II. Subject to the effect of applicable abandoned property, escheat or similar laws, following surrender of any such Certificate in accordance with this Article II the record holder thereof shall be entitled to receive, without interest, (i) the amount of dividends or other distributions with a record date after the Effective Time theretofore payable with respect to the whole shares of Parent Common Stock represented by such Certificate and not paid and/or (ii) at the appropriate payment date, the amount of dividends or other distributions payable with respect to shares of Parent Common Stock represented by such Certificate with a record date after the Effective Time (but before such surrender date) and with a payment date subsequent to the issuance of the Parent Common Stock issuable with respect to such Certificate.I. (diii) In the event of a transfer of ownership of a Certificate representing Company Common Stock that is not registered in the stock transfer records of the Company, the proper amount of cash and/or shares of Parent Common Stock Convertible Notes shall be paid or issued in exchange therefor to a person other than the person in whose name the Certificate so surrendered is registered if the Certificate formerly representing such Company Common Stock shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment or issuance shall pay any transfer or other similar Taxes required by reason of the payment or issuance to a person other than the registered holder Holder of the Certificate or establish to the reasonable satisfaction of Parent that the Tax has been paid or is not applicable. The Exchange Agent (or, subsequent to the first anniversary of the Effective Timedate referred to in Section 1.9(e), Parent) shall be entitled to deduct and withhold from any cash portion of the Merger Consideration, any cash in lieu of fractional shares of Parent Common Stock, cash dividends or distributions payable pursuant to Section 2.14(c) hereof Consideration and any other cash amounts otherwise payable pursuant to this Agreement to any holder of Company Common Stock (including with respect to any Dissenting Shares) Holder such amounts as the Exchange Agent or Parent, as the case may be, is required to deduct and withhold under the Internal Revenue Code of 1986, as amended, (the “Code, ”) or any provision of state, local or foreign Tax law, with respect to the making of such payment. To the extent the amounts are so deducted and withheld by the Exchange Agent or Parent, as the case may be, and paid or to be paid to the appropriate Taxing Authority, such deducted and withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of shares of Company Common Stock Holder in respect of whom such deduction and withholding was made by the Exchange Agent or Parent, as the case may be. (eiv) After the Merger Effective Time, there shall be no transfers on the stock transfer books of Company of any shares of Company Common Stock that were issued and outstanding immediately prior to the Merger Effective Time other than to settle transfers of Company Common Stock that occurred prior to the Merger Effective Time. If, after the Merger Effective Time, Certificates representing such shares are presented for transfer to the Exchange Agent, they shall be cancelled and exchanged for the Merger Consideration and any cash in lieu of fractional shares of Parent Common Stock to be issued or paid in consideration therefor in accordance with Section 2.7 1.6 and the procedures set forth in this Article IISection 1.9. (f) Notwithstanding anything to the contrary contained in this Agreement, no certificates or scrip representing fractional shares of Parent Common Stock shall be issued upon the surrender of Certificates for exchange, no dividend or distribution with respect to Parent Common Stock shall be payable on or with respect to any fractional share, and such fractional share interests shall not entitle the owner thereof to vote or to any other rights of a shareholder of Parent. In lieu of the issuance of any such fractional share, Parent shall pay to each former shareholder of Company who otherwise would be entitled to receive such fractional share, an amount in cash (rounded to the nearest whole cent) determined by multiplying (i) the Parent Share Price by (ii) the fraction of a share (after taking into account all shares of Company Common Stock held by such holder at the Effective Time and rounded to the nearest one thousandth when expressed in decimal form) of Parent Common Stock to which such holder would otherwise be entitled to receive pursuant to Section 2.7. The parties acknowledge that payment of the cash consideration in lieu of issuing fractional shares was not separately bargain-for consideration but merely represents a mechanical rounding off for purposes of avoiding the expense and inconvenience to Parent that would otherwise be caused by the issuance of fractional shares. (gv) Any portion of the Exchange Fund that remains unclaimed by the shareholders of Company stockholders as of the first anniversary of the Effective Time date referred to in Section 1.9(e) shall be paid to Parent. Any former shareholders of Company stockholders who have not theretofore complied with this Article II Section 1.9 shall thereafter look only to Parent with respect to the Merger Consideration, any cash in lieu of any fractional shares Consideration and any unpaid dividends and distributions on the Parent Common Stock Convertible Notes deliverable in respect of each share of Company Common Stock such shareholder stockholder holds as determined pursuant to this Agreement, in each case, without any interest thereon. Any Merger Consideration remaining unclaimed as of a date which is immediately prior to such time as such amounts would otherwise escheat to or become property of any Governmental Entity shall, to the extent permitted by applicable law, become the property of Parent free and clear of any claims or interest of any Person previously entitled thereto. Notwithstanding the foregoing, none of Parent, Company, the Exchange Agent or any other person shall be liable to any former holder of shares of Company Common Stock stockholder for any amount delivered in good faith to a public official pursuant to applicable abandoned property, escheat or similar laws. (h) In the event any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Certificate to be lost, stolen or destroyed and, if reasonably required by Parent or the Exchange Agent, the posting by such person of a bond in such amount as Parent may determine is reasonably necessary as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate the Merger Consideration deliverable in respect thereof pursuant to this Agreement.

Delivery of Merger Consideration. (a) As soon as reasonably practicable after the Effective Time, the Exchange Agent shall mail to each holder of record of Certificate(s) which immediately prior to the Effective Time represented outstanding shares of Company Mercantile Bankshares Common Stock whose shares were converted into the right to receive the Merger Consideration pursuant to Section 2.7 1.4 and any cash in lieu of fractional shares of Parent PNC Common Stock to be issued or paid in consideration therefor who did not properly complete and submit an Election Form, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to Certificate(s) shall pass, only upon delivery of Certificate(s) (or affidavits of loss in lieu of such Certificate(s))) (the “Letter of Transmittal”Certificates) to the Exchange Agent and shall be substantially in such form and have such other provisions as shall be prescribed by the Exchange Agent Agreement (the "LETTER OF TRANSMITTAL") and (ii) instructions for use in surrendering Certificate(s) in exchange for the Merger Consideration and any cash in lieu of fractional shares of Parent PNC Common Stock to be issued or paid in consideration therefor in accordance with Section 2.14(f2.3(f) upon surrender of such Certificate and any dividends or distributions to which such holder is entitled pursuant to Section 2.14(c2.3(c). (b) Upon surrender to the Exchange Agent of its Certificate(s)Certificate or Certificates, accompanied by a properly completed Form of Election or a properly completed Letter of Transmittal, a holder of Company Mercantile Bankshares Common Stock will be entitled to receive, receive promptly after the Effective Time, Time the Merger Consideration (elected or deemed elected by it, subject to, and in accordance with Sections 2.7 and 2.8the aggregate Cash Consideration paid to each such holder rounded to the nearest whole cent) and any cash in lieu of fractional shares of Parent PNC Common Stock to be issued or paid in consideration therefor in respect of the shares of Company Mercantile Bankshares Common Stock represented by its Certificate(s)Certificate or Certificates. Until so surrendered, each such Certificate shall represent after the Effective Time, for all purposes, only the right to receive, without interest, receive the Merger Consideration and any cash in lieu of fractional shares of Parent PNC Common Stock to be issued or paid in consideration therefor upon surrender of such Certificate in accordance with, and any dividends or distributions to which such holder is entitled pursuant to, this Article II. (c) No dividends or other distributions with respect to Parent PNC Common Stock shall be paid to the holder of any unsurrendered Certificate with respect to the shares of Parent PNC Common Stock represented thereby, in each case unless and until the surrender of such Certificate in accordance with this Article II. Subject to the effect of applicable abandoned property, escheat or similar laws, following surrender of any such Certificate in accordance with this Article II II, the record holder thereof shall be entitled to receive, without interest, (i) the amount of dividends or other distributions with a record date after the Effective Time theretofore payable with respect to the whole shares of Parent PNC Common Stock represented by such Certificate and not paid and/or (ii) at the appropriate payment date, the amount of dividends or other distributions payable with respect to shares of Parent PNC Common Stock represented by such Certificate with a record date after the Effective Time (but before such surrender date) and with a payment date subsequent to the issuance of the Parent PNC Common Stock issuable with respect to such Certificate. (d) In the event of a transfer of ownership of a Certificate representing Company Mercantile Bankshares Common Stock that is not registered in the stock transfer records of CompanyMercantile Bankshares, the proper amount of cash and/or shares of Parent PNC Common Stock shall be paid or issued in exchange therefor to a person other than the person in whose name the Certificate so surrendered is registered if the Certificate formerly representing such Company Mercantile Bankshares Common Stock shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment or issuance shall pay any transfer or other similar Taxes required by reason of the payment or issuance to a person other than the registered holder of the Certificate or establish to the satisfaction of Parent PNC that the Tax has been paid or is not applicable. The Exchange Agent (or, subsequent to the first anniversary of the Effective Time, Parent) shall be entitled to deduct and withhold from any cash portion of the Merger Consideration, any cash in lieu of fractional shares of Parent Common Stock, cash dividends or distributions payable pursuant to Section 2.14(c) hereof and any other cash amounts otherwise payable pursuant to this Agreement to any holder of Company Common Stock (including with respect to any Dissenting Shares) such amounts as the Exchange Agent or Parent, as the case may be, is required to deduct and withhold under the Code, or any provision of state, local or foreign Tax law, with respect to the making of such payment. To the extent the amounts are so withheld by the Exchange Agent or Parent, as the case may be, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of shares of Company Common Stock in respect of whom such deduction and withholding was made by the Exchange Agent or Parent, as the case may be. (e) After the Effective Time, there shall be no transfers on the stock transfer books of Company Mercantile Bankshares of any the shares of Company Mercantile Bankshares Common Stock that were issued and outstanding immediately prior to the Effective Time other than to settle transfers of Company Mercantile Bankshares Common Stock that occurred prior to the Effective Time. If, after the Effective Time, Certificates representing such shares are presented for transfer to the Exchange Agent, they shall be cancelled and exchanged for the Merger Consideration and any cash in lieu of fractional shares of Parent PNC Common Stock to be issued or paid in consideration therefor in accordance with Section 2.7 and the procedures set forth in this Article II. (f) Notwithstanding anything to the contrary contained in this Agreement, no certificates or scrip representing fractional shares of Parent PNC Common Stock shall be issued upon the surrender of Certificates for exchange, no dividend or distribution with respect to Parent PNC Common Stock shall be payable on or with respect to any fractional share, and such fractional share interests shall not entitle the owner thereof to vote or to any other rights of a shareholder stockholder of ParentPNC. In lieu of the issuance of any such fractional share, Parent PNC shall pay to each former shareholder stockholder of Company Mercantile Bankshares who otherwise would be entitled to receive such fractional share, share an amount in cash (rounded to the nearest whole cent) determined by multiplying (i) the Parent Share PNC Closing Price by (ii) the fraction of a share (after taking into account all shares of Company Mercantile Bankshares Common Stock held by such holder at the Effective Time and rounded to the nearest one thousandth when expressed in decimal form) of Parent PNC Common Stock to which such holder would otherwise be entitled to receive pursuant to Section 2.7. The parties acknowledge that payment of the cash consideration in lieu of issuing fractional shares was not separately bargain-for consideration but merely represents a mechanical rounding off for purposes of avoiding the expense and inconvenience to Parent that would otherwise be caused by the issuance of fractional shares1.4. (g) Any portion of the Exchange Fund that remains unclaimed by the shareholders stockholders of Company Mercantile Bankshares as of the first anniversary of the Effective Time shall may, to the extent permitted by applicable law, be paid to ParentPNC. Any In such event, any former shareholders stockholders of Company Mercantile Bankshares who have not theretofore complied with this Article II shall thereafter look only to Parent PNC with respect to the Merger Consideration, any cash in lieu of any fractional shares and any unpaid dividends and distributions on the Parent PNC Common Stock deliverable in respect of each share of Company Mercantile Bankshares Common Stock such shareholder stockholder holds as determined pursuant to this Agreement, in each case, without any interest thereon. Any Merger Consideration remaining unclaimed as of a date which is immediately prior to such time as such amounts would otherwise escheat to or become property of any Governmental Entity shall, to the extent permitted by applicable law, become the property of Parent free and clear of any claims or interest of any Person previously entitled thereto. Notwithstanding the foregoing, none of ParentPNC, CompanyMercantile Bankshares, the Exchange Agent or any other person shall be liable to any former holder of shares of Company Mercantile Bankshares Common Stock for any amount delivered in good faith to a public official pursuant to applicable abandoned property, escheat or similar laws. (h) In the event any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Certificate to be lost, stolen or destroyed and, if reasonably required by Parent PNC or the Exchange Agent, the posting by such person of a bond in such amount as Parent PNC may determine is reasonably necessary as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate the Merger Consideration deliverable in respect thereof pursuant to this Agreement.

Delivery of Merger Consideration. (a) As soon as reasonably practicable after the Effective Time, the Exchange Agent shall mail to each holder of record of Certificate(s) which immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into the right to receive the Merger Consideration pursuant to Section 2.7 and any cash in lieu of fractional shares of Parent Common Stock to be issued or paid in consideration therefor who did not properly complete and submit an Election Form, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to Certificate(s) shall pass, only upon delivery of Certificate(s) (or affidavits of loss in lieu of such Certificate(s))) (the “Letter of Transmittal”) Upon surrender to the Exchange Agent and shall be substantially in such form and have such other provisions as shall be prescribed of its Certificate(s) or Book-Entry Share(s), accompanied by a properly completed Letter of Transmittal timely delivered to the Exchange Agent Agreement and (ii) instructions for use in surrendering Certificate(s) in exchange for Agent, a Holder will be entitled to receive such Holder’s pro rata portion of the Merger Consideration and any cash in lieu of fractional shares of Parent Buyer Common Stock to be issued or paid in consideration therefor in accordance (with Section 2.14(f) upon surrender of such Certificate and any dividends or distributions to which such holder is entitled pursuant to Section 2.14(c). (b) Upon surrender cash rounded to the Exchange Agent of its Certificate(s), accompanied by a properly completed Form of Election or a properly completed Letter of Transmittal, a holder of Company Common Stock will be entitled to receive, promptly after the Effective Time, the Merger Consideration (elected or deemed elected by it, subject to, and in accordance with Sections 2.7 and 2.8nearest whole cent) and any cash in lieu of fractional shares of Parent Common Stock to be issued or paid in consideration therefor in respect of the shares of Company Common Stock represented by its Certificate(s)such Holder’s Certificates or Book-Entry Shares. Until so surrenderedThe Exchange Agent and Buyer, as the case may be, shall not be obligated to deliver cash and/or shares of Buyer Common Stock to a Holder to which such Holder would otherwise be entitled as a result of the Merger until such Holder surrenders the Certificates or Book-Entry Shares representing the shares of Company Common Stock for exchange as provided in this ARTICLE II, or, an appropriate affidavit of loss and indemnity agreement and/or a bond in such amount as may be required in each such Certificate case by Buyer or the Exchange Agent. (b) All shares of Buyer Common Stock to be issued pursuant to the Merger, including shares issued with respect to Company Stock Options, Company RSUs, Company DSUs and Company Warrants in accordance with Section 5.21, shall represent be deemed issued and outstanding as of the Effective Time and if ever a dividend or other distribution is declared by Buyer in respect of the Buyer Common Stock, the record date for which is at or after the Effective Time, for that declaration shall include dividends or other distributions in respect of all purposes, only the right to receive, without interest, the Merger Consideration and any cash in lieu of fractional shares of Parent Buyer Common Stock issuable pursuant to be issued or paid in consideration therefor upon surrender of such Certificate in accordance with, and any dividends or distributions to which such holder is entitled pursuant to, this Article II. (c) Agreement. No dividends or other distributions with in respect to Parent of the Buyer Common Stock shall be paid to the any holder of any unsurrendered Certificate with respect to the shares of Parent Common Stock represented thereby, in each case unless and or Book-Entry Share until the surrender of such Certificate or Book-Entry Share is surrendered for exchange in accordance with this Article ARTICLE II. Subject to the effect of applicable abandoned property, escheat or similar lawsLaws, following surrender of any such Certificate in accordance with this Article II the record holder thereof or Book-Entry Share, there shall be entitled issued and/or paid to receivethe holder of the certificates representing whole shares of Buyer Common Stock issued in exchange therefor, without interest, (i) at the amount time of such surrender, the dividends or other distributions with a record date after the Effective Time theretofore payable with respect to the such whole shares of Parent Buyer Common Stock represented by such Certificate and not paid and/or and (ii) at the appropriate payment date, the amount of dividends or other distributions payable with respect to such whole shares of Parent Buyer Common Stock represented by such Certificate with a record date after the Effective Time (but before such surrender date) and with a payment date subsequent to the issuance of the Parent Common Stock issuable with respect to such Certificatesurrender. (dc) In Buyer (through the event of a transfer of ownership of a Certificate representing Company Common Stock that is not registered in the stock transfer records of CompanyExchange Agent, the proper amount of cash and/or shares of Parent Common Stock shall be paid or issued in exchange therefor to a person other than the person in whose name the Certificate so surrendered is registered if the Certificate formerly representing such Company Common Stock shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment or issuance shall pay any transfer or other similar Taxes required by reason of the payment or issuance to a person other than the registered holder of the Certificate or establish to the satisfaction of Parent that the Tax has been paid or is not applicable. The Exchange Agent (or, subsequent to the first anniversary of the Effective Time, Parent) shall be entitled to deduct and withhold from any cash portion of the Merger Consideration, any cash in lieu of fractional shares of Parent Common Stock, cash dividends or distributions payable pursuant to Section 2.14(c) hereof and any other cash amounts otherwise payable pursuant to this Agreement to any holder of Company Common Stock (including with respect to any Dissenting Shares) Holder such amounts as the Exchange Agent or Parent, as the case may be, Buyer is required to deduct and withhold under the Code, or any provision of state, local or foreign Tax law, with respect applicable Law. Any amounts so deducted and withheld shall be remitted to the making of appropriate Governmental Authority and upon such payment. To the extent the amounts are so withheld by the Exchange Agent or Parent, as the case may be, such withheld amounts remittance shall be treated for all purposes of this Agreement as having been paid to the holder of shares of Company Common Stock Holder in respect of whom which such deduction and withholding was made by the Exchange Agent or Parent, as the case may be. (e) After the Effective Time, there shall be no transfers on the stock transfer books of Company of any shares of Company Common Stock that were issued and outstanding immediately prior to the Effective Time other than to settle transfers of Company Common Stock that occurred prior to the Effective Time. If, after the Effective Time, Certificates representing such shares are presented for transfer to the Exchange Agent, they shall be cancelled and exchanged for the Merger Consideration and any cash in lieu of fractional shares of Parent Common Stock to be issued or paid in consideration therefor in accordance with Section 2.7 and the procedures set forth in this Article II. (f) Notwithstanding anything to the contrary contained in this Agreement, no certificates or scrip representing fractional shares of Parent Common Stock shall be issued upon the surrender of Certificates for exchange, no dividend or distribution with respect to Parent Common Stock shall be payable on or with respect to any fractional share, and such fractional share interests shall not entitle the owner thereof to vote or to any other rights of a shareholder of Parent. In lieu of the issuance of any such fractional share, Parent shall pay to each former shareholder of Company who otherwise would be entitled to receive such fractional share, an amount in cash (rounded to the nearest whole cent) determined by multiplying (i) the Parent Share Price by (ii) the fraction of a share (after taking into account all shares of Company Common Stock held by such holder at the Effective Time and rounded to the nearest one thousandth when expressed in decimal form) of Parent Common Stock to which such holder would otherwise be entitled to receive pursuant to Section 2.7. The parties acknowledge that payment of the cash consideration in lieu of issuing fractional shares was not separately bargain-for consideration but merely represents a mechanical rounding off for purposes of avoiding the expense and inconvenience to Parent that would otherwise be caused by the issuance of fractional shares. (g) Any portion of the Exchange Fund that remains unclaimed by the shareholders of Company as of the first anniversary of the Effective Time shall be paid to Parent. Any former shareholders of Company who have not theretofore complied with this Article II shall thereafter look only to Parent with respect to the Merger Consideration, any cash in lieu of any fractional shares and any unpaid dividends and distributions on the Parent Common Stock deliverable in respect of each share of Company Common Stock such shareholder holds as determined pursuant to this Agreement, in each case, without any interest thereon. Any Merger Consideration remaining unclaimed as of a date which is immediately prior to such time as such amounts would otherwise escheat to or become property of any Governmental Entity shall, to the extent permitted by applicable law, become the property of Parent free and clear of any claims or interest of any Person previously entitled thereto. Notwithstanding the foregoing, none of Parent, Company, the Exchange Agent or any other person shall be liable to any former holder of shares of Company Common Stock for any amount delivered in good faith to a public official pursuant to applicable abandoned property, escheat or similar laws. (h) In the event any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Certificate to be lost, stolen or destroyed and, if reasonably required by Parent Buyer or the Exchange Agent, the posting by such person of a bond in such amount as Parent may determine is reasonably necessary as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate the Merger Consideration deliverable in respect thereof pursuant to this Agreementapplicable.

Delivery of Merger Consideration. (a) As soon as reasonably practicable after the Effective TimeTime (and in any event within ten (10) days thereafter), and subject to the receipt by the Exchange Agent of a list of South Sound Bank's shareholders in a format that is reasonably acceptable to the Exchange Agent, the Exchange Agent shall mail to each holder of record of Certificate(s) which immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into the right to receive the Merger Consideration pursuant to Section 2.7 and any cash in lieu of fractional shares of Parent Common Stock to be issued an Existing Certificate or paid in consideration therefor who did not properly complete and submit an Election FormExisting Certificates, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to Certificate(s) such Existing Certificate or Existing Certificates shall pass, only upon delivery of Certificate(s) such Existing Certificate or Existing Certificates (or affidavits an affidavit of loss in lieu of such Certificate(sthereof))) (the “Letter of Transmittal”) to the Exchange Agent and shall be substantially in such form and have such other provisions as shall be prescribed by the Exchange Agent Agreement (the "Letter of Transmittal") and (ii) instructions for use in surrendering Certificate(s) such Existing Certificate or Existing Certificates in exchange for the Merger Consideration and Consideration, any cash in lieu of a fractional shares share of Parent Timberland Common Stock to be issued or paid in consideration therefor in accordance with Section 2.14(f) upon surrender of such Certificate and any dividends or distributions to which such holder is entitled pursuant to Section 2.14(c2.3(c). (b) Upon As soon as reasonably practicable after surrender to the Exchange Agent of its Certificate(s)Existing Certificate or Existing Certificates, accompanied by a properly completed Form of Election or a properly completed Letter of Transmittal, a such holder of Company South Sound Bank Common Stock will be entitled to receive, promptly after the Effective Time, receive the Merger Consideration (elected or deemed elected by itConsideration, subject to, and in accordance with Sections 2.7 and 2.8) and any cash in lieu of a fractional shares share of Parent Timberland Common Stock to be issued or paid in consideration therefor therefor, and any dividends or distributions to which such holder is entitled pursuant to Section 2.3(c), in respect of the shares of Company South Sound Bank Common Stock represented by its Certificate(s)such holder's Existing Certificate or Existing Certificates. Until so surrendered, each such Existing Certificate or Existing Certificates shall represent after the Effective Time, for all purposes, only the right to receive, without interest, the Merger Consideration and Consideration, any cash in lieu of a fractional shares share of Parent Timberland Common Stock to be issued or paid in consideration therefor upon surrender of such Existing Certificate or Existing Certificates in accordance with, and any dividends or distributions to which such holder is entitled pursuant to, this Article II. (c) No dividends or other distributions with respect to Parent Timberland Common Stock shall be paid to the holder of any unsurrendered Existing Certificate with respect to the shares of Parent Timberland Common Stock represented thereby, in each case unless and until the surrender of such Existing Certificate in accordance with this Article II. Subject to the effect of applicable abandoned property, escheat or similar laws, following surrender of any such Existing Certificate or Existing Certificates in accordance with this Article II II, the record holder thereof shall be entitled to receive, without interest, and in addition to the other amounts set forth herein, (i) the amount of dividends or other distributions with a record date after the Effective Time theretofore payable with respect to the whole shares of Parent Timberland Common Stock represented by such Existing Certificate or Existing Certificates and not paid and/or and (ii) at the appropriate payment date, the amount of dividends or other distributions payable with respect to whole shares of Parent Timberland Common Stock represented by such Existing Certificate or Existing Certificates with a record date after the Effective Time (but before such surrender date) and with a payment date subsequent to the issuance of the Parent Timberland Common Stock issuable with respect to such CertificateExisting Certificate or Existing Certificates. (d) In the event of a transfer of ownership of a an Existing Certificate representing Company South Sound Bank Common Stock prior to the Effective Time that is not registered in the stock transfer records of CompanySouth Sound Bank, the proper amount Merger Consideration, any cash in lieu of cash and/or shares a fractional share of Parent Timberland Common Stock to be issued or paid in consideration therefor, and any dividends or distributions to which such holder is entitled, shall be issued or paid or issued in exchange therefor to a person other than the person in whose name the Existing Certificate so surrendered is registered if the Existing Certificate formerly representing such Company South Sound Bank Common Stock shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment or issuance shall pay any transfer or other similar Taxes (as defined in Section 3.10(b)) required by reason of the payment or issuance to a person other than the registered holder of the Existing Certificate or establish to the satisfaction of Parent Timberland that the Tax has been paid or is not applicable. The Exchange Agent (or, subsequent to the first anniversary earlier of (x) six months after the Effective Time and (y) the expiration or termination of the Effective TimeExchange Agent Agreement, ParentTimberland or Timberland Bank, as applicable) shall be entitled to deduct and withhold from any the cash portion of the Merger Consideration, Consideration and any cash in lieu of a fractional shares share of Parent Timberland Common Stock, cash dividends Stock or distributions payable pursuant to Section 2.14(c) hereof and any other cash amounts otherwise payable pursuant to this Agreement to any holder of Company South Sound Bank Common Stock (including with respect to any Dissenting Shares) such amounts as the Exchange Agent Agent, Timberland or ParentTimberland Bank, as the case may be, is required to deduct and withhold under the Code, or any provision of state, local or foreign Tax tax law, with respect to the making of such payment. To the extent the amounts are so withheld by the Exchange Agent Agent, Timberland or ParentTimberland Bank, as the case may be, and timely paid over to the appropriate Governmental Entity (as defined in Section 3.4), such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of shares of Company South Sound Bank Common Stock in respect of whom such deduction and withholding was made by the Exchange Agent Agent, Timberland or ParentTimberland Bank, as the case may be. (e) After the Effective Time, there shall be no transfers on the stock transfer books of Company South Sound Bank of any the shares of Company South Sound Bank Common Stock that were issued and outstanding immediately prior to the Effective Time other than to settle transfers of Company South Sound Bank Common Stock that occurred prior to the Effective Time. If, after the Effective Time, Existing Certificates representing such shares are presented for transfer to the Exchange Agent, they shall be cancelled and exchanged for the Merger Consideration and Consideration, any cash in lieu of fractional shares of Parent Timberland Common Stock to be issued or paid in consideration therefor therefor, and any dividends or distributions to which such holder is entitled, in accordance with Section 2.7 and the procedures set forth in this Article II. (f) Notwithstanding anything to the contrary contained in this Agreement, no certificates or scrip representing fractional shares of Parent Timberland Common Stock shall be issued upon the surrender of Existing Certificates for exchange, no dividend or distribution with respect to Parent Timberland Common Stock shall be payable on or with respect to any fractional share, and such fractional share interests interest shall not entitle the owner thereof to vote or to any other rights of a shareholder of ParentTimberland. In lieu of the issuance of any such fractional share, Parent Timberland or Timberland Bank shall pay to each former shareholder of Company South Sound Bank who otherwise would be entitled to receive such fractional share, share an amount in cash (rounded to the nearest whole cent) determined by multiplying (i) the Parent Share Price average of the daily volume weighted closing price of Timberland Common Stock, rounded to the nearest cent, as reported on the Nasdaq for the five (5) consecutive trading days immediately preceding the Closing Date by (ii) the fraction of a share (after taking into account all shares of Company South Sound Bank Common Stock held by such holder at the Effective Time and rounded to the nearest one ten thousandth when expressed in decimal form) of Parent Timberland Common Stock to which such holder would otherwise be entitled to receive pursuant to Section 2.7. The parties acknowledge that payment of the cash consideration in lieu of issuing fractional shares was not separately bargain-for consideration but merely represents a mechanical rounding off for purposes of avoiding the expense and inconvenience to Parent that would otherwise be caused by the issuance of fractional shares1.4(b). (g) Any portion of the Exchange Fund that remains unclaimed by the shareholders of Company as South Sound Bank at the expiration of the first anniversary of six months after the Effective Time shall be paid to ParentTimberland in the case of the stock consideration and Timberland Bank in the case of the cash consideration. Any In such event, any former shareholders of Company South Sound Bank who have not theretofore complied with this Article II shall thereafter look only to Parent Timberland and Timberland Bank with respect to the Merger Consideration, any cash in lieu of any fractional shares share interest and any unpaid dividends and distributions on the Parent Timberland Common Stock deliverable in respect of each share of Company Common Stock the shares represented by an Existing Certificate such shareholder holds as determined pursuant to this Agreement, in each case, without any interest thereon. Any Merger Consideration remaining unclaimed as of a date which is immediately prior to such time as such amounts would otherwise escheat to or become property of any Governmental Entity shall, to the extent permitted by applicable law, become the property of Parent free and clear of any claims or interest of any Person previously entitled thereto. Notwithstanding the foregoing, none of ParentTimberland, CompanyTimberland Bank, South Sound Bank, the Surviving Bank, the Exchange Agent or any other person shall be liable to any former holder of shares of Company South Sound Bank Common Stock for any amount delivered in good faith to a public official pursuant to applicable abandoned property, escheat or similar laws. (h) In the event any Existing Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Existing Certificate to be lost, stolen or destroyed and, if reasonably required by Parent Timberland or the Exchange Agent, the posting by such person of a bond in such amount as Parent Timberland may determine is reasonably necessary as indemnity against any claim that may be made against it and/or Timberland Bank with respect to such Existing Certificate, the Exchange Agent will issue in exchange for such lost, stolen or destroyed Existing Certificate the Merger Consideration deliverable Consideration, any cash in lieu of any fractional share interest and any dividends and distributions to which such person is entitled in respect thereof pursuant to this Agreement.

Delivery of Merger Consideration. (a) As soon as reasonably practicable after the Effective Time, the Exchange Agent shall mail to each holder of record of Certificate(s) which immediately prior to the Effective Time represented outstanding shares of Company Hibernia Common Stock whose shares were converted into the right to receive the Merger Consideration pursuant to Section 2.7 1.4 and any cash in lieu of fractional shares of Parent Capital One Common Stock to be issued or paid in consideration therefor who did not properly complete and submit an Election Form, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to Certificate(s) shall pass, only upon delivery of Certificate(s) (or affidavits of loss in lieu of such Certificate(s)certificates)) (the “Letter of Transmittal”) to the Exchange Agent and shall be substantially in such form and have such other provisions as shall be prescribed by the Exchange Agent Agreement and (ii) instructions for use in surrendering Certificate(s) in exchange for the Merger Consideration and any cash in lieu of fractional shares of Parent Capital One Common Stock to be issued or paid in consideration therefor in accordance with Section 2.14(f2.3(f) upon surrender of such Certificate and any dividends or distributions to which such holder is entitled pursuant to Section 2.14(c2.3(c). (b) Upon surrender to the Exchange Agent of its Certificate(s)Certificate or Certificates, accompanied by a properly completed Form of Election or a properly completed Letter of Transmittal, a holder of Company Hibernia Common Stock will be entitled to receive, receive promptly after the Effective Time, Time the Merger Consideration (elected or deemed elected by it, subject to, to Sections 1.4 and in accordance with Sections 2.7 and 2.81.5) and any cash in lieu of fractional shares of Parent Capital One Common Stock to be issued or paid in consideration therefor in respect of the shares of Company Hibernia Common Stock represented by its Certificate(s)Certificate or Certificates. Until so surrendered, each such Certificate shall represent after the Effective Time, for all purposes, only the right to receive, without interest, receive the Merger Consideration and any cash in lieu of fractional shares of Parent Capital One Common Stock to be issued or paid in consideration therefor upon surrender of such Certificate in accordance with, and any dividends or distributions to which such holder is entitled pursuant to, this Article II. (c) No dividends or other distributions with respect to Parent Capital One Common Stock shall be paid to the holder of any unsurrendered Certificate with respect to the shares of Parent Capital One Common Stock represented thereby, in each case unless and until the surrender of such Certificate in accordance with this Article II. Subject to the effect of applicable abandoned property, escheat or similar laws, following surrender of any such Certificate in accordance with this Article II the record holder thereof shall be entitled to receive, without interest, (i) the amount of dividends or other distributions with a record date after the Effective Time theretofore payable with respect to the whole shares of Parent Capital One Common Stock represented by such Certificate and not paid and/or (ii) ), at the appropriate payment date, the amount of dividends or other distributions payable with respect to shares of Parent Capital One Common Stock represented by such Certificate with a record date after the Effective Time (but before such surrender date) and with a payment date subsequent to the issuance of the Parent Capital One Common Stock issuable with respect to such Certificate. (d) In the event of a transfer of ownership of a Certificate representing Company Hibernia Common Stock that is not registered in the stock transfer records of CompanyHibernia, the proper amount of cash and/or shares of Parent Capital One Common Stock shall be paid or issued in exchange therefor to a person other than the person in whose name the Certificate so surrendered is registered if the Certificate formerly representing such Company Hibernia Common Stock shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment or issuance shall pay any transfer or other similar Taxes required by reason of the payment or issuance to a person other than the registered holder of the Certificate or establish to the satisfaction of Parent Capital One that the Tax has been paid or is not applicable. The Exchange Agent (or, subsequent to the first anniversary of the Effective Time, ParentCapital One) shall be entitled to deduct and withhold from any cash portion of the Merger Consideration, Consideration and any cash in lieu of fractional shares of Parent Capital One Common Stock, cash dividends or distributions payable pursuant to Section 2.14(c) hereof and any other cash amounts Stock otherwise payable pursuant to this Agreement to any holder of Company Hibernia Common Stock (including with respect to any Dissenting Shares) such amounts as the Exchange Agent or ParentCapital One, as the case may be, is required to deduct and withhold under the Code, or any provision of state, local or foreign Tax law, with respect to the making of such payment. To the extent the amounts are so withheld by the Exchange Agent or ParentCapital One, as the case may be, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of shares of Company Hibernia Common Stock in respect of whom such deduction and withholding was made by the Exchange Agent or ParentCapital One, as the case may be. (e) After the Effective Time, there shall be no transfers on the stock transfer books of Company Hibernia of any the shares of Company Hibernia Common Stock that were issued and outstanding immediately prior to the Effective Time other than to settle transfers of Company Hibernia Common Stock that occurred prior to the Effective Time. If, after the Effective Time, Certificates representing such shares are presented for transfer to the Exchange Agent, they shall be cancelled and exchanged for the Merger Consideration and any cash in lieu of fractional shares of Parent Capital One Common Stock to be issued or paid in consideration therefor in accordance with Section 2.7 and the procedures set forth in this Article II. (f) Notwithstanding anything to the contrary contained in this Agreement, no certificates or scrip representing fractional shares of Parent Capital One Common Stock shall be issued upon the surrender of Certificates for exchange, no dividend or distribution with respect to Parent Capital One Common Stock shall be payable on or with respect to any fractional share, and such fractional share interests shall not entitle the owner thereof to vote or to any other rights of a shareholder stockholder of ParentCapital One. In lieu of the issuance of any such fractional share, Parent Capital One shall pay to each former shareholder stockholder of Company Hibernia who otherwise would be entitled to receive such fractional share, share an amount in cash (rounded to the nearest whole cent) determined by multiplying (i) the Parent Share Capital One Closing Price by (ii) the fraction of a share (after taking into account all shares of Company Hibernia Common Stock held hold by such holder at the Effective Time and rounded to the nearest one thousandth when expressed in decimal form) of Parent Capital One Common Stock to which such holder would otherwise be entitled to receive pursuant to Section 2.7. The parties acknowledge that payment of the cash consideration in lieu of issuing fractional shares was not separately bargain-for consideration but merely represents a mechanical rounding off for purposes of avoiding the expense and inconvenience to Parent that would otherwise be caused by the issuance of fractional shares1.4. (g) Any portion of the Exchange Fund that remains unclaimed by the shareholders stockholders of Company Hibernia as of the first anniversary of the Effective Time shall be paid to ParentCapital One. Any former shareholders stockholders of Company Hibernia who have not theretofore complied with this Article II shall thereafter look only to Parent Capital One with respect to the Merger Consideration, any cash in lieu of any fractional shares and any unpaid dividends and distributions on the Parent Capital One Common Stock deliverable in respect of each share of Company Hibernia Common Stock such shareholder stockholder holds as determined pursuant to this Agreement, in each case, without any interest thereon. Any Merger Consideration remaining unclaimed as of a date which is immediately prior to such time as such amounts would otherwise escheat to or become property of any Governmental Entity shall, to the extent permitted by applicable law, become the property of Parent free and clear of any claims or interest of any Person previously entitled thereto. Notwithstanding the foregoing, none of ParentCapital One, CompanyHibernia, the Exchange Agent or any other person shall be liable to any former holder of shares of Company Hibernia Common Stock for any amount delivered in good faith to a public official pursuant to applicable abandoned property, escheat or similar laws. (h) In the event any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Certificate to be lost, stolen or destroyed and, if reasonably required by Parent Capital One or the Exchange Agent, the posting by such person of a bond in such amount as Parent Capital One may determine is reasonably necessary as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate the Merger Consideration deliverable in respect thereof pursuant to this Agreement.

Delivery of Merger Consideration. (a) As soon as reasonably practicable after the Effective Time, the Exchange Agent shall mail to each holder of record of Certificate(s) which immediately prior to the Effective Time represented outstanding (collectively, the “Holders”) of certificates representing shares of Company Common Stock whose shares (“Certificates”) that were converted into the right to receive the Merger Consideration pursuant to Section 2.7 and any cash in lieu of fractional shares of Parent Common Stock to be issued or paid in consideration therefor who did not properly complete and submit an Election Form, 1.7: (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to Certificate(s) shall pass, only upon delivery of Certificate(s) (or affidavits of loss in lieu of such Certificate(s))) (the “Letter of Transmittal”) to the Exchange Agent and shall be substantially in such form and have such other provisions as shall be prescribed by the Exchange Agent Agreement and Parent) (the “Letter of Transmittal”) and (ii) instructions for use in surrendering Certificate(s) in exchange for the Merger Consideration and any cash in lieu of fractional shares of Parent Common Stock to be issued or paid in consideration therefor in accordance with Section 2.14(f) upon surrender of such Certificate and any dividends or distributions to which such holder Holder is entitled pursuant to Section 2.14(c2.2(c). (b) Upon surrender to the Exchange Agent of its Certificate(s), accompanied by a properly completed Form of Election or a properly completed Letter of Transmittal, a holder Holder of Company Common Stock will be entitled to receive, promptly after the Effective Time, the Merger Consideration (elected or deemed elected by it, subject to, and in accordance with Sections 2.7 and 2.8) and any cash in lieu of fractional shares of Parent Common Stock to be issued or paid in consideration therefor in respect of the shares of Company Common Stock represented by its Certificate(s). Until so surrendered, each such Certificate shall represent after the Effective Time, for all purposes, only the right to receive, without interest, the Merger Consideration and any cash in lieu of fractional shares of Parent Common Stock to be issued or paid in consideration therefor upon surrender of such Certificate in accordance with, and any dividends or distributions to which such holder Holder is entitled pursuant to, this Article II. (c) No dividends or other distributions with respect to Parent Voting Common Stock shall be paid to the holder Holder of any unsurrendered Certificate with respect to the shares of Parent Voting Common Stock portion (if any) of the Merger Consideration represented thereby, in each case unless and until the surrender of such Certificate in accordance with this Article II. Subject to the effect of applicable abandoned property, escheat or similar lawsLaws, following surrender of any such Certificate in accordance with this Article II II, the record holder Holder thereof shall be entitled to receive, without interest, (i) the amount of dividends or other distributions with a record date after the Effective Time theretofore payable with respect to the whole shares of the Parent Voting Common Stock portion of the Merger Consideration, if any, represented by such Certificate and not paid and/or (ii) at the appropriate payment date, the amount of dividends or other distributions payable with respect to the whole shares of the Parent Voting Common Stock portion of the Merger Consideration, if any, represented by such Certificate with a record date after the Effective Time (but before such surrender date) and with a payment date subsequent to the issuance of the Parent Voting Common Stock portion of the Merger Consideration, if any, issuable with respect to such Certificate. (d) In the event of a transfer of ownership of a Certificate representing Company Common Stock that is not registered in the stock transfer records of Company, the proper amount of cash and/or shares of Parent Common Stock Merger Consideration shall be paid or issued delivered in exchange therefor to a person Person other than the person Person in whose name the Certificate so surrendered is registered if the Certificate formerly representing such Company Common Stock shall be properly endorsed or otherwise be in proper form for transfer and the person Person requesting such payment or issuance shall pay any transfer or other similar Taxes required by reason of the payment or issuance to a person other than the registered holder Holder of the Certificate or establish to the satisfaction of Parent that the Tax has been paid or is not applicable. The Exchange Agent (or, subsequent to the first anniversary of the Effective Time, Parent) shall be entitled to deduct and withhold from any cash portion of the Merger Consideration, any cash in lieu of fractional shares of Parent Common Stock, cash dividends or distributions payable pursuant to Section 2.14(c2.2(c) hereof and any other cash amounts otherwise payable pursuant to this Agreement to any holder Holder of Company Common Stock (including with respect to any Dissenting Shares) such amounts as the Exchange Agent or Parent, as the case may be, is required to deduct and withhold under the Code, or any provision of state, local or foreign Tax lawLaw, with respect to the making of such payment. To the extent the amounts are so withheld by the Exchange Agent or Parent, as the case may be, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder Holder of shares of Company Common Stock in respect of whom such deduction and withholding was made by the Exchange Agent or Parent, as the case may be. (e) After the Effective Time, there shall be no transfers on the stock transfer books of Company of any shares of Company Common Stock that were issued and outstanding immediately prior to the Effective Time other than to settle transfers of Company Common Stock that occurred prior to the Effective Time. If, after the Effective Time, Certificates representing such shares are presented for transfer to the Exchange Agent, they shall be cancelled and exchanged for the Merger Consideration and any cash in lieu of fractional shares of Parent Common Stock to be issued or paid in consideration therefor in accordance with Section 2.7 1.7 and the procedures set forth in this Article II. (f) Notwithstanding anything to the contrary contained in this Agreement, no certificates or scrip representing fractional shares of Parent Voting Common Stock shall be issued upon the surrender of Certificates for exchange, no dividend or distribution with respect to Parent Voting Common Stock shall be payable on or with respect to any fractional share, and such fractional share interests shall not entitle the owner thereof to vote or to any other rights of a shareholder of Parent. In lieu of the issuance of any such fractional share, Parent shall pay to each former shareholder of Company who otherwise would be entitled to receive such fractional share, an amount in cash (rounded to the nearest whole cent) determined by multiplying (i) the Parent Share Price Value by (ii) the fraction of a share (after taking into account all shares of Company Common Stock held by such holder Holder at the Effective Time and rounded to the nearest one ten-thousandth when expressed in decimal form) of Parent Voting Common Stock to which such holder Holder would otherwise be entitled to receive pursuant to Section 2.71.7. The parties acknowledge that payment of the cash consideration in lieu of issuing fractional shares was not separately bargainbargained-for consideration but merely represents a mechanical rounding off for purposes of avoiding the expense and inconvenience to Parent that would otherwise be caused by the issuance of fractional shares. (g) Any portion of the Exchange Fund that remains unclaimed by the shareholders of Company as of the first anniversary of the Effective Time shall be paid to Parent. Any former shareholders of Company who have not theretofore complied with this Article II shall thereafter look only to Parent with respect to the Merger Consideration, any cash in lieu of any fractional shares Consideration and any unpaid dividends and distributions on the Parent Voting Common Stock deliverable in respect of each share of Company Common Stock such shareholder holds as determined pursuant to this Agreement, in each case, without any interest thereon. Any Merger Consideration remaining unclaimed as of a date which is immediately prior to such time as such amounts would otherwise escheat to or become property of any Governmental Entity shall, to the extent permitted by applicable law, become the property of Parent free and clear of any claims or interest of any Person previously entitled thereto. Notwithstanding the foregoing, none of Parent, Company, the Exchange Agent or any other person shall be liable to any former holder of shares of Company Common Stock for any amount delivered in good faith to a public official pursuant to applicable abandoned property, escheat or similar lawsLaws. (h) In the event that any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Certificate to be lost, stolen or destroyed and, if reasonably required by Parent or the Exchange Agent, the posting by such person of a bond in such amount as Parent may determine is reasonably necessary as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate the Merger Consideration deliverable in respect thereof pursuant to this Agreement. (i) Subject to the terms of the Exchange Agent Agreement, Parent, in the exercise of its reasonable discretion, shall have the right to make all determinations, not inconsistent with the terms of this Agreement, governing (i) the validity of any Letter of Transmittal and compliance by any Company shareholder with the procedures and instructions set forth herein and therein, (ii) the issuance and delivery of the whole number of shares of the Parent Common Stock portion of the Merger Consideration into which shares of Company Common Stock are converted in the Merger, if any, and (iii) the method of payment of the Per Share Cash Consideration portion of the Merger Consideration and cash in lieu of fractional shares of Parent Common Stock. (j) In the case of outstanding shares of Company Common Stock that are not represented by Certificates, the parties shall make such adjustments to Article I and Article II as are necessary or appropriate to implement the same purpose and effect that Article I and Article II have with respect to shares of Company Common Stock that are represented by Certificates.

Delivery of Merger Consideration. (a) As soon as reasonably practicable after the Effective Time, the Exchange Agent shall mail to each holder of record (collectively, the “Holders”) of Certificate(s) which immediately prior to the Effective Time represented outstanding certificates representing shares of Company Common Stock whose shares (“Certificates”) that were converted into the right to receive the Merger Consideration pursuant to Section 2.7 and any cash in lieu of fractional shares of Parent Common Stock to be issued or paid in consideration therefor who did not properly complete and submit an Election Form, 1.7 (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to Certificate(s) shall pass, only upon delivery of Certificate(s) (or affidavits of loss in lieu of such Certificate(s))) (the “Letter of Transmittal”) to the Exchange Agent and shall be substantially in such form and have such other provisions as shall be prescribed by the Exchange Agent Agreement and Parent) (the “Letter of Transmittal”) and (ii) instructions for use in surrendering Certificate(s) in exchange for the Merger Consideration and any cash in lieu of fractional shares of Parent Common Stock to be issued or paid in consideration therefor in accordance with Section 2.14(f) upon surrender of such Certificate and any dividends or distributions to which such holder Holder is entitled pursuant to Section 2.14(c2.2(c). (b) Upon surrender to the Exchange Agent of its Certificate(s), accompanied by a properly completed Form of Election or a properly completed Letter of Transmittal, a holder Holder of Company Common Stock will be entitled to receive, promptly after the Effective Time, the Merger Consideration (elected or deemed elected by it, subject to, and in accordance with Sections 2.7 and 2.8) and any cash in lieu of fractional shares of Parent Common Stock to be issued or paid in consideration therefor in respect of the shares of Company Common Stock represented by its Certificate(s). Until so surrendered, each such Certificate shall represent after the Effective Time, for all purposes, only the right to receive, without interest, the Merger Consideration and any cash in lieu of fractional shares of Parent Common Stock to be issued or paid in consideration therefor upon surrender of such Certificate in accordance with, and any dividends or distributions to which such holder Holder is entitled pursuant to, this Article II. (c) No dividends or other distributions with respect to Parent Voting Common Stock shall be paid to the holder Holder of any unsurrendered Certificate with respect to the shares of Parent Voting Common Stock portion of the Merger Consideration represented thereby, in each case unless and until the surrender of such Certificate in accordance with this Article II. Subject to the effect of applicable abandoned property, escheat or similar lawsLaws, following surrender of any such Certificate in accordance with this Article II II, the record holder Holder thereof shall be entitled to receive, without interest, (i) the amount of dividends or other distributions with a record date after the Effective Time theretofore payable with respect to the whole shares of the Parent Voting Common Stock portion of the Merger Consideration represented by such Certificate and not paid and/or (ii) at the appropriate payment date, the amount of dividends or other distributions payable with respect to the whole shares of the Parent Voting Common Stock portion of the Merger Consideration represented by such Certificate with a record date after the Effective Time (but before such surrender date) and with a payment date subsequent to the issuance of the Parent Voting Common Stock portion of the Merger Consideration issuable with respect to such Certificate. (d) In the event of a transfer of ownership of a Certificate representing Company Common Stock that is not registered in the stock transfer records of Company, the proper amount of cash and/or shares of Parent Common Stock Merger Consideration shall be paid or issued delivered in exchange therefor to a person Person other than the person Person in whose name the Certificate so surrendered is registered if the Certificate formerly representing such Company Common Stock shall be properly endorsed or otherwise be in proper form for transfer and the person Person requesting such payment or issuance shall pay any transfer or other similar Taxes required by reason of the payment or issuance to a person other than the registered holder Holder of the Certificate or establish to the satisfaction of Parent that the Tax has been paid or is not applicable. The Exchange Agent (or, subsequent to the first anniversary of the Effective Time, Parent) shall be entitled to deduct and withhold from any cash portion of the Merger Consideration, any cash in lieu of fractional shares of Parent Common Stock, cash dividends or distributions payable pursuant to Section 2.14(c2.2(c) hereof and any other cash amounts otherwise payable pursuant to this Agreement to any holder Holder of Company Common Stock (including with respect to any Dissenting Shares) such amounts as the Exchange Agent or Parent, as the case may be, is required to deduct and withhold under the Code, or any provision of state, local or foreign Tax lawLaw, with respect to the making of such payment. To the extent the amounts are so withheld by the Exchange Agent or Parent, as the case may be, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder Holder of shares of Company Common Stock in respect of whom such deduction and withholding was made by the Exchange Agent or Parent, as the case may be. (e) After the Effective Time, there shall be no transfers on the stock transfer books of Company of any shares of Company Common Stock that were issued and outstanding immediately prior to the Effective Time other than to settle transfers of Company Common Stock that occurred prior to the Effective Time. If, after the Effective Time, Certificates representing such shares are presented for transfer to the Exchange Agent, they shall be cancelled and exchanged for the Merger Consideration and any cash in lieu of fractional shares of Parent Common Stock to be issued or paid in consideration therefor in accordance with Section 2.7 1.7 and the procedures set forth in this Article II. (f) Notwithstanding anything to the contrary contained in this Agreement, no certificates or scrip representing fractional shares of Parent Voting Common Stock shall be issued upon the surrender of Certificates for exchange, no dividend or distribution with respect to Parent Voting Common Stock shall be payable on or with respect to any fractional share, and such fractional share interests shall not entitle the owner thereof to vote or to any other rights of a shareholder of Parent. In lieu of the issuance of any such fractional share, Parent shall pay to each former shareholder of Company who otherwise would be entitled to receive such fractional share, an amount in cash (rounded to the nearest whole cent) determined by multiplying (i) the Parent Share Price Value by (ii) the fraction of a share (after taking into account all shares of Company Common Stock held by such holder Holder at the Effective Time and rounded to the nearest one ten-thousandth when expressed in decimal form) of Parent Voting Common Stock to which such holder Holder would otherwise be entitled to receive pursuant to Section 2.71.7. The parties acknowledge that payment of the cash consideration in lieu of issuing fractional shares was not separately bargainbargained-for consideration but merely represents a mechanical rounding off for purposes of avoiding the expense and inconvenience to Parent that would otherwise be caused by the issuance of fractional shares. (g) Any portion of the Exchange Fund that remains unclaimed by the shareholders of Company as of the first anniversary of the Effective Time shall be paid to Parent. Any former shareholders of Company who have not theretofore complied with this Article II shall thereafter look only to Parent with respect to the Merger Consideration, any cash in lieu of any fractional shares Consideration and any unpaid dividends and distributions on the Parent Voting Common Stock deliverable in respect of each share of Company Common Stock such shareholder holds as determined pursuant to this Agreement, in each case, without any interest thereon. Any Merger Consideration remaining unclaimed as of a date which is immediately prior to such time as such amounts would otherwise escheat to or become property of any Governmental Entity shall, to the extent permitted by applicable law, become the property of Parent free and clear of any claims or interest of any Person previously entitled thereto. Notwithstanding the foregoing, none None of Parent, Company, the Exchange Agent or any other person shall be liable to any former holder of shares of Company Common Stock for any amount delivered in good faith to a public official pursuant to applicable abandoned property, escheat or similar lawsLaws. (h) In the event that any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Certificate to be lost, stolen or destroyed and, if reasonably required by Parent or the Exchange Agent, the posting by such person of a bond in such amount as Parent may determine is reasonably necessary as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate the Merger Consideration deliverable in respect thereof pursuant to this Agreement. (i) Subject to the terms of the Exchange Agent Agreement, Parent, in the exercise of its reasonable discretion, shall have the right to make all determinations, not inconsistent with the terms of this Agreement, governing (i) the validity of any Letter of Transmittal and compliance by any Company shareholder with the procedures and instructions set forth herein and therein, (ii) the issuance and delivery of the whole number of shares of the Parent Common Stock (or of the Warrant, if and as applicable) portion of the Merger Consideration into which shares of Company Common Stock are converted in the Merger and (iii) the method of payment of the Cash Consideration portion of the Merger Consideration and cash in lieu of fractional shares of Parent Common Stock. (j) In the case of outstanding shares of Company Common Stock that are not represented by Certificates, the parties shall make such adjustments to Article I and Article II as are necessary or appropriate to implement the same purpose and effect that Article I and Article II have with respect to shares of Company Common Stock that are represented by Certificates.

Delivery of Merger Consideration. (a) As soon as reasonably practicable after the Effective Time, the Exchange Agent shall mail to each holder of record of Certificate(s) which immediately prior to the Effective Time represented outstanding (collectively, the “Holders”) of shares of Company Common Stock whose shares represented by certificates (“Certificates”) as well as those not represented by a Certificate (a “Book-Entry Share”), that were converted into the right to receive the Merger Consideration pursuant to Section 2.7 and any cash in lieu of fractional shares of Parent Common Stock to be issued or paid in consideration therefor who did not properly complete and submit an Election Form, 3.01(b): (i) a letter of transmittal (transmittal, which shall specify that delivery shall be effected, and risk of loss and title to Certificate(s) shall pass, only upon delivery of Certificate(s) (or affidavits of loss in lieu of such Certificate(s))) (the “Letter of Transmittal”) to the Exchange Agent and Agent, which shall be substantially in such form and have such other provisions as shall be prescribed by the Exchange Agent Agreement and HEOP (the “Letter of Transmittal”) and (ii) instructions for use in surrendering Certificate(s) in exchange for the Merger Consideration and any cash in lieu of fractional shares of Parent Common Stock to be issued or paid in consideration therefor in accordance with Section 2.14(f) upon surrender of such Certificate Certificate, or, in the case of shares of Company Common Stock held as Book-Entry Shares, upon adherence to the procedures set forth in the Letter of Transmittal (which shall include customary provisions with respect to delivery of an “agent’s message” with respect to Book-Entry Shares and to be in such form and have such provisions as HEOP and the Exchange Agent may reasonably require), and, if applicable, after the Effective Time, any dividends or distributions with respect to Company Common Stock to which such holder Holder is entitled pursuant to Section 2.14(c3.06(c). (b) Upon surrender to the Exchange Agent of its a Holder’s Certificate(s)) or Book-Entry Shares, accompanied by a properly completed Form of Election or a properly completed Letter of Transmittal, a holder such Holder of Company Common Stock will be entitled to receive, promptly after the Effective Time, the Merger Consideration (elected or deemed elected by it, subject to, and in accordance with Sections 2.7 and 2.8) and any cash in lieu of fractional shares of Parent Common Stock to be issued or paid in consideration therefor in respect of the shares of Company Common Stock represented by its such Holder’s Certificate(s)) or Book-Entry Shares. Until so surrendered, each such Certificate or Book-Entry Share shall represent after the Effective Time, for all purposes, only the right to receive, without interest, the Merger Consideration and any cash in lieu of fractional shares of Parent Common Stock to be issued or paid in consideration therefor upon surrender of such Certificate Certificate(s) or Book Entry Shares in accordance with, and and, if applicable, after the Effective Time, any dividends or distributions to which such holder Holder is entitled pursuant to, this Article IIIII. (c) No dividends or other distributions with respect to Parent HEOP Common Stock shall be paid to the holder Holder of any unsurrendered un-surrendered Certificate or Book-Entry Shares with respect to the shares of Parent HEOP Common Stock portion (if any) of the Merger Consideration represented thereby, in each case unless and until the surrender of such Certificate or Book-Entry Shares in accordance with this Article IIIII. Subject to the effect of applicable abandoned property, escheat or similar lawsLaws, following surrender of any such Certificate or Book-Entry Shares in accordance with this Article II III, the record holder thereof Holder of such shares of Company Common Stock shall be entitled to receive, without interest, (i) the amount of dividends or other distributions with a record date after the Effective Time theretofore payable with respect to the whole shares of Parent the HEOP Common Stock portion of the Merger Consideration, if any, represented by such Certificate or Book-Entry Shares and not paid and/or (ii) at the appropriate payment date, the amount of dividends or other distributions payable with respect to the whole shares of Parent the HEOP Common Stock portion of the Merger Consideration, if any, represented by such Certificate or Book-Entry Shares with a record date after the Effective Time (but before such surrender date) and with a payment date subsequent to the issuance of the Parent HEOP Common Stock portion of the Merger Consideration, if any, issuable with respect to such CertificateCertificate or Book-Entry Shares. (d) In the event of a transfer of ownership of a Certificate representing Company Common Stock prior to the Effective Time that is not registered in the stock transfer records of the Company, the proper amount of cash and/or shares of Parent Common Stock Merger Consideration shall be paid or issued delivered in exchange therefor to a person Person other than the person Person in whose name the Certificate so surrendered is registered if the Certificate formerly representing such Company Common Stock shall be properly endorsed or otherwise be in proper form for transfer and the person Person requesting such payment or issuance shall pay any transfer or other similar Taxes required by reason of the payment or issuance to a person other than the registered holder Holder of the Certificate or establish to the satisfaction of Parent HEOP that the Tax has been paid or is not applicable. The Exchange Agent (or, subsequent to the first anniversary of the Effective Time, ParentHEOP) shall be entitled to deduct and withhold from any cash portion of the Merger Consideration, any cash in lieu of fractional shares of Parent Common Stockand, if applicable, after the Effective Time, cash dividends or distributions payable pursuant to Section 2.14(c) hereof this Article III and any other cash amounts otherwise payable pursuant to this Agreement to any holder Holder of Company Common Stock (including with respect to any Dissenting Shares) such amounts as the Exchange Agent or ParentHEOP, as the case may be, is required to deduct and withhold under the Code, or any provision of state, local or foreign Tax lawLaw, with respect to the making of such payment. To the extent the amounts are so withheld by the Exchange Agent or ParentHEOP, as the case may be, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder Holder of shares of Company Common Stock in respect of whom such deduction and withholding was made by the Exchange Agent or ParentHEOP, as the case may be. (e) . After the Effective Time, there shall be no transfers on the stock transfer books of the Company of any shares of Company Common Stock that were issued and outstanding immediately prior to the Effective Time other than to settle transfers of Company Common Stock that occurred prior to the Effective Time. If, after the Effective Time, Certificates representing such shares are presented for transfer to the Exchange Agent, they shall be cancelled and exchanged for the Merger Consideration and any cash in lieu of fractional shares of Parent Common Stock to be issued or paid in consideration therefor in accordance with Section 2.7 3.01(b) and the procedures set forth in this Article IIIII. (e) HEOP and the Exchange Agent shall be entitled to rely upon the stock transfer books of the Company to establish the identity of those Persons entitled to receive the Merger Consideration specified in this Agreement, which books shall be conclusive with respect thereto. In the event of a dispute with respect to ownership of any Company Common Stock, HEOP and the Exchange Agent shall be entitled to deposit any Merger Consideration represented thereby in escrow with an independent third party and thereafter be relieved with respect to any claims thereto. (f) Notwithstanding anything to the contrary contained in this Agreement, no certificates or scrip representing fractional shares of Parent HEOP Common Stock shall be issued upon the surrender of Certificates or Book-Entry Shares for exchange, and, if applicable, after the Effective Time, no dividend or distribution with respect to Parent HEOP Common Stock shall be payable on or with respect to any fractional share, and such fractional share interests shall not entitle the owner thereof to vote or to any other rights of a shareholder of ParentHEOP. In lieu of the issuance of any such fractional share, Parent HEOP shall pay to each former shareholder of the Company who otherwise would be entitled to receive such fractional share, an amount in cash (rounded down to the nearest whole cent) determined by multiplying (i) the Parent Share Price value of the HEOP Stock on the day prior to the Closing Date by (ii) the fraction of a share (after taking into account all shares of Company Common Stock held by such holder Holder at the Effective Time and rounded down to the nearest one ten-thousandth when expressed in decimal form) of Parent HEOP Common Stock to which such holder Holder would otherwise be entitled to receive pursuant to Section 2.7. The parties acknowledge that payment of the cash consideration in lieu of issuing fractional shares was not separately bargain-for consideration but merely represents a mechanical rounding off for purposes of avoiding the expense and inconvenience to Parent that would otherwise be caused by the issuance of fractional shares. (g) Any portion of the Exchange Fund that remains unclaimed by the shareholders of Company as of the first anniversary of the Effective Time shall be paid to Parent. Any former shareholders of Company who have not theretofore complied with this Article II shall thereafter look only to Parent with respect to the Merger Consideration, any cash in lieu of any fractional shares and any unpaid dividends and distributions on the Parent Common Stock deliverable in respect of each share of Company Common Stock such shareholder holds as determined pursuant to this Agreement, in each case, without any interest thereon. Any Merger Consideration remaining unclaimed as of a date which is immediately prior to such time as such amounts would otherwise escheat to or become property of any Governmental Entity shall, to the extent permitted by applicable law, become the property of Parent free and clear of any claims or interest of any Person previously entitled thereto. Notwithstanding the foregoing, none of Parent, Company, the Exchange Agent or any other person shall be liable to any former holder of shares of Company Common Stock for any amount delivered in good faith to a public official pursuant to applicable abandoned property, escheat or similar laws. (h) In the event any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Certificate to be lost, stolen or destroyed and, if reasonably required by Parent or the Exchange Agent, the posting by such person of a bond in such amount as Parent may determine is reasonably necessary as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate the Merger Consideration deliverable in respect thereof pursuant to this Agreement.3.01

Delivery of Merger Consideration. (a) As soon Upon surrender to the Exchange Agent of its Certificate or Certificates, accompanied by a properly completed Election Form and Letter of Transmittal timely delivered to the Exchange Agent, a Holder will be entitled to receive as reasonably promptly as practicable after the Effective Time, the Exchange Agent shall mail to each holder of record of Certificate(s) which immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into the right to receive the Merger Consideration pursuant (with the aggregate Cash Consideration paid to Section 2.7 each such holder rounded to the nearest whole cent) and any cash in lieu of fractional shares of Parent Buyer Common Stock to be issued or paid in consideration therefor who did not properly complete and submit an Election Form, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to Certificate(s) shall pass, only upon delivery of Certificate(s) (or affidavits of loss in lieu of with such Certificate(s))) (the “Letter of Transmittal”) cash rounded to the Exchange Agent and shall be substantially in such form and have such other provisions as shall be prescribed by the Exchange Agent Agreement and (iinearest whole cent) instructions for use in surrendering Certificate(s) in exchange for the Merger Consideration and any cash in lieu of fractional shares of Parent Common Stock to be issued or paid in consideration therefor in accordance with Section 2.14(f) upon surrender of such Certificate and any dividends or distributions to which such holder is entitled pursuant to Section 2.14(c). (b) Upon surrender to the Exchange Agent of its Certificate(s), accompanied by a properly completed Form of Election or a properly completed Letter of Transmittal, a holder of Company Common Stock will be entitled to receive, promptly after the Effective Time, the Merger Consideration (elected or deemed elected by it, subject to, and in accordance with Sections 2.7 and 2.8) and any cash in lieu of fractional shares of Parent Common Stock to be issued or paid in consideration therefor in respect of the shares of Company FNB Common Stock represented by its Certificate(s)Certificate or Certificates. Until so surrenderedThe Exchange Agent and Buyer, each such Certificate as the case may be, shall represent after the Effective Time, for all purposes, only the right not be obligated to receive, without interest, the Merger Consideration and any deliver cash in lieu of fractional and/or shares of Parent Buyer Common Stock to be issued or paid in consideration therefor upon surrender a holder of such Certificate in accordance with, and any dividends or distributions FNB Common Stock to which such holder is would otherwise be entitled pursuant toas a result of the Merger until such holder surrenders the Certificate or Certificates representing the shares of FNB Common Stock for exchange as provided in this ARTICLE II, this Article IIor, an appropriate affidavit of loss and indemnity agreement and/or a bond in such amount as may be required in each case by Buyer (but not more than the customary amount required under Buyer’s agreement with its transfer agent). (cb) No dividends or other distributions with a record date on or after October 31, 2012 with respect to Parent FNB Common Stock shall be valid in any respect or paid to the holder of any unsurrendered Certificate with respect to the shares of Parent Common Stock represented thereby, in each case unless and until Certificate. After the surrender of such a Certificate in accordance with this Article II. Subject to the effect of applicable abandoned propertySection 2.08, escheat or similar laws, following surrender of any such Certificate in accordance with this Article II the record holder thereof shall be entitled to receive, without interest, (i) the amount of receive any theretofore unpaid dividends or other distributions with a record date after the Effective Time theretofore payable prior to October 31, 2012, without any interest thereon, with respect to the whole shares of Parent FNB Common Stock represented by such Certificate and not paid and/or (ii) at the appropriate payment date, the amount of dividends or other distributions payable with respect to shares of Parent Common Stock represented by such Certificate with a record date after the Effective Time (but before such surrender date) and with a payment date subsequent to the issuance of the Parent Common Stock issuable with respect to such Certificate. (dc) In Buyer (through the event of a transfer of ownership of a Certificate representing Company Common Stock that is not registered in the stock transfer records of CompanyExchange Agent, the proper amount of cash and/or shares of Parent Common Stock shall be paid or issued in exchange therefor to a person other than the person in whose name the Certificate so surrendered is registered if the Certificate formerly representing such Company Common Stock shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment or issuance shall pay any transfer or other similar Taxes required by reason of the payment or issuance to a person other than the registered holder of the Certificate or establish to the satisfaction of Parent that the Tax has been paid or is not applicable. The Exchange Agent (or, subsequent to the first anniversary of the Effective Time, Parent) shall be entitled to deduct and withhold from any cash portion of the Merger Consideration, any cash in lieu of fractional shares of Parent Common Stock, cash dividends or distributions payable pursuant to Section 2.14(c) hereof and any other cash amounts otherwise payable pursuant to this Agreement to any holder of Company shares of FNB Common Stock (including with respect to any Dissenting Shares) such amounts as the Exchange Agent or Parent, as the case may be, Buyer is required to deduct and withhold under the Code, or any provision of state, local or foreign Tax law, with respect to the making of such paymentapplicable Law. To the extent the Any amounts are so deducted and withheld by the Exchange Agent or Parent, as the case may be, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of shares of Company FNB Common Stock in respect of whom which such deduction and withholding was made by the Exchange Agent or Parent, as the case may beBuyer. (e) After the Effective Time, there shall be no transfers on the stock transfer books of Company of any shares of Company Common Stock that were issued and outstanding immediately prior to the Effective Time other than to settle transfers of Company Common Stock that occurred prior to the Effective Time. If, after the Effective Time, Certificates representing such shares are presented for transfer to the Exchange Agent, they shall be cancelled and exchanged for the Merger Consideration and any cash in lieu of fractional shares of Parent Common Stock to be issued or paid in consideration therefor in accordance with Section 2.7 and the procedures set forth in this Article II. (f) Notwithstanding anything to the contrary contained in this Agreement, no certificates or scrip representing fractional shares of Parent Common Stock shall be issued upon the surrender of Certificates for exchange, no dividend or distribution with respect to Parent Common Stock shall be payable on or with respect to any fractional share, and such fractional share interests shall not entitle the owner thereof to vote or to any other rights of a shareholder of Parent. In lieu of the issuance of any such fractional share, Parent shall pay to each former shareholder of Company who otherwise would be entitled to receive such fractional share, an amount in cash (rounded to the nearest whole cent) determined by multiplying (i) the Parent Share Price by (ii) the fraction of a share (after taking into account all shares of Company Common Stock held by such holder at the Effective Time and rounded to the nearest one thousandth when expressed in decimal form) of Parent Common Stock to which such holder would otherwise be entitled to receive pursuant to Section 2.7. The parties acknowledge that payment of the cash consideration in lieu of issuing fractional shares was not separately bargain-for consideration but merely represents a mechanical rounding off for purposes of avoiding the expense and inconvenience to Parent that would otherwise be caused by the issuance of fractional shares. (g) Any portion of the Exchange Fund that remains unclaimed by the shareholders of Company as of the first anniversary of the Effective Time shall be paid to Parent. Any former shareholders of Company who have not theretofore complied with this Article II shall thereafter look only to Parent with respect to the Merger Consideration, any cash in lieu of any fractional shares and any unpaid dividends and distributions on the Parent Common Stock deliverable in respect of each share of Company Common Stock such shareholder holds as determined pursuant to this Agreement, in each case, without any interest thereon. Any Merger Consideration remaining unclaimed as of a date which is immediately prior to such time as such amounts would otherwise escheat to or become property of any Governmental Entity shall, to the extent permitted by applicable law, become the property of Parent free and clear of any claims or interest of any Person previously entitled thereto. Notwithstanding the foregoing, none of Parent, Company, the Exchange Agent or any other person shall be liable to any former holder of shares of Company Common Stock for any amount delivered in good faith to a public official pursuant to applicable abandoned property, escheat or similar laws. (h) In the event any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Certificate to be lost, stolen or destroyed and, if reasonably required by Parent or the Exchange Agent, the posting by such person of a bond in such amount as Parent may determine is reasonably necessary as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate the Merger Consideration deliverable in respect thereof pursuant to this Agreement.

Delivery of Merger Consideration. (ai) As soon as reasonably practicable after the Effective Time and in any event not later than the second Business Day following the Effective Time, the Exchange Agent shall mail to each holder of record of Certificate(sShares whose Shares (together with associated Rights) which immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into the right to receive the Merger Consideration pursuant to Section 2.7 and any cash in lieu of fractional shares of Parent Common Stock to be issued or paid in consideration therefor who did not properly complete and submit an Election Form2.1, (iA) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to Certificate(sthe certificates that immediately prior to the Effective Time represented Shares (“Certificates”) shall pass, only upon delivery of Certificate(s) (or affidavits of loss in lieu of such Certificate(s))) (the “Letter of Transmittal”Certificates) to the Exchange Agent and shall be substantially in such form and have such other provisions as shall be prescribed specified by Parent and the Exchange Agent Agreement (the “Letter of Transmittal”) and (iiB) instructions for use in surrendering Certificate(s) or non-certificated Shares represented by book-entry (“Book-Entry Shares”) in exchange for the Merger Consideration and any cash in lieu of fractional shares of Parent Common Stock to be issued or paid in consideration therefor in accordance with Section 2.14(f) upon surrender of such Certificate and any dividends or distributions to which such holder is entitled pursuant to Section 2.14(c)Book-Entry Shares. (bii) Upon surrender to the Exchange Agent of its Certificate(s)Certificate or Certificates (or effective affidavits of loss and customary security bonds, to the extent required by Parent’s then-current policies, in lieu thereof) or Book-Entry Shares, accompanied by a properly completed Form of Election or a properly completed Letter of Transmittal, a holder of Company Common Stock will be entitled to receive, receive promptly after the Effective Time, Time (after giving effect to any required Tax withholdings) the Merger Consideration (elected or deemed elected by it, subject to, and in accordance with Sections 2.7 and 2.8) and any cash in lieu of fractional shares of Parent Common Stock to be issued or paid in consideration therefor in respect of the shares of Company Common Stock represented by its Certificate(s)Certificate or Certificates or Book-Entry Shares. No interest will be paid or accrued on any amount payable upon due surrender of Certificates or Book-Entry Shares. Until so surrendered, each such Certificate or Book-Entry Shares shall represent after the Effective Time, for all purposes, only the right to receive, without interest, receive the Merger Consideration and any cash in lieu of fractional shares of Parent Common Stock to be issued or paid in consideration therefor upon surrender of such Certificate or Book-Entry Shares in accordance with, and any dividends or distributions to which such holder is entitled pursuant to, with this Article ARTICLE II. (ciii) No dividends The Surviving Corporation, Parent and the Exchange Agent shall be entitled to deduct and withhold from the Merger Consideration such amounts as are required to be withheld or other distributions deducted under the Internal Revenue Code of 1986, as amended (the “Code”), or any provision of U.S. state, local or foreign Tax Law with respect to Parent Common Stock the making of such payment. To the extent that amounts are so withheld or deducted and paid over to the applicable Governmental Entity (as hereinafter defined), such withheld or deducted amounts shall be treated for all purposes of this Agreement as having been paid to the holder of any unsurrendered Certificate with the Shares in respect to the shares of Parent Common Stock represented thereby, in each case unless which such deduction and until the surrender of such Certificate in accordance with this Article II. Subject to the effect of applicable abandoned property, escheat or similar laws, following surrender of any such Certificate in accordance with this Article II the record holder thereof shall be entitled to receive, without interest, (i) the amount of dividends or other distributions with a record date after the Effective Time theretofore payable with respect to the whole shares of Parent Common Stock represented by such Certificate and not paid and/or (ii) at the appropriate payment date, the amount of dividends or other distributions payable with respect to shares of Parent Common Stock represented by such Certificate with a record date after the Effective Time (but before such surrender date) and with a payment date subsequent to the issuance of the Parent Common Stock issuable with respect to such Certificatewithholding were made. (div) In the event of a transfer of ownership of a Certificate representing Company Common Stock that is not registered in the stock transfer records of the Company, the proper amount of cash and/or shares of Parent Common Stock shall be paid or issued in exchange therefor to a person other than the person in whose name the Certificate so surrendered is registered if the Certificate formerly representing such Company Common Stock shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment or issuance shall pay any transfer or other similar Taxes required by reason of the payment or issuance to a person other than the registered holder of the Certificate or establish to the satisfaction of Parent that the Tax has been paid or is not applicable. The Exchange Agent (or, subsequent to the first anniversary of the Effective Time, Parent) shall be entitled to deduct and withhold from any cash portion of the Merger Consideration, any cash in lieu of fractional shares of Parent Common Stock, cash dividends or distributions payable pursuant to Section 2.14(c) hereof and any other cash amounts otherwise payable pursuant to this Agreement to any holder of Company Common Stock (including with respect to any Dissenting Shares) such amounts as the Exchange Agent or Parent, as the case may be, is required to deduct and withhold under the Code, or any provision of state, local or foreign Tax law, with respect to the making of such payment. To the extent the amounts are so withheld by the Exchange Agent or Parent, as the case may be, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of shares of Company Common Stock in respect of whom such deduction and withholding was made by the Exchange Agent or Parent, as the case may be. (e) After the Effective Time, there shall be no transfers on the stock transfer books of Company of any shares of Company Common Stock that were issued and outstanding immediately prior to the Effective Time other than to settle transfers of Company Common Stock that occurred prior to the Effective Time. If, after the Effective Time, Certificates representing such shares are presented for transfer to the Exchange Agent, they shall be cancelled and exchanged for the Merger Consideration and any cash in lieu of fractional shares of Parent Common Stock to be issued or paid in consideration therefor in accordance with Section 2.7 and the procedures set forth in this Article II. (f) Notwithstanding anything to the contrary contained in this Agreement, no certificates or scrip representing fractional shares of Parent Common Stock shall be issued upon the surrender of Certificates for exchange, no dividend or distribution with respect to Parent Common Stock shall be payable on or with respect to any fractional share, and such fractional share interests shall not entitle the owner thereof to vote or to any other rights of a shareholder of Parent. In lieu of the issuance of any such fractional share, Parent shall pay to each former shareholder of Company who otherwise would be entitled to receive such fractional share, an amount in cash (rounded to the nearest whole cent) determined by multiplying (i) the Parent Share Price by (ii) the fraction of a share (after taking into account all shares of Company Common Stock held by such holder at the Effective Time and rounded to the nearest one thousandth when expressed in decimal form) of Parent Common Stock to which such holder would otherwise be entitled to receive pursuant to Section 2.7. The parties acknowledge that payment of the cash consideration in lieu of issuing fractional shares was not separately bargain-for consideration but merely represents a mechanical rounding off for purposes of avoiding the expense and inconvenience to Parent that would otherwise be caused by the issuance of fractional shares. (g) Any portion of the Exchange Fund that remains unclaimed by the shareholders of Company as of the first anniversary of the Effective Time shall be paid to Parent. Any former shareholders of Company who have not theretofore complied with this Article II shall thereafter look only to Parent with respect to the Merger Consideration, any cash in lieu of any fractional shares and any unpaid dividends and distributions on the Parent Common Stock deliverable in respect of each share of Company Common Stock such shareholder holds as determined pursuant to this Agreement, in each case, without any interest thereon. Any Merger Consideration remaining unclaimed as of a date which is immediately prior to such time as such amounts would otherwise escheat to or become property of any Governmental Entity shall, to the extent permitted by applicable law, become the property of Parent free and clear of any claims or interest of any Person previously entitled thereto. Notwithstanding the foregoing, none of Parent, Company, the Exchange Agent or any other person shall be liable to any former holder of shares of Company Common Stock for any amount delivered in good faith to a public official pursuant to applicable abandoned property, escheat or similar laws. (h) In the event any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Certificate to be lost, stolen or destroyed and, if reasonably required by Parent or the Exchange Agent, the posting by such person of a bond in such amount as Parent may determine is reasonably necessary as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate the Merger Consideration deliverable in respect thereof pursuant to this Agreement.

Delivery of Merger Consideration. (a) As soon as reasonably practicable after the Effective Time, the Exchange Agent shall mail to each holder of record of Certificate(s) which immediately prior to the Effective Time represented outstanding (collectively, the “Holders”) of certificates representing shares of Company Common Stock whose shares or Company Series A Preferred Stock, as applicable (“Certificates”) that were converted into the right to receive the Merger Consideration or the Preferred Stock Merger Consideration pursuant to Section 2.7 and any cash in lieu of fractional shares of Parent Common Stock to be issued or paid in consideration therefor who did not properly complete and submit an Election Form, 1.7 (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to Certificate(s) shall pass, pass only upon delivery of Certificate(s) (or affidavits of loss in lieu of such Certificate(s))) (the “Letter of Transmittal”) to the Exchange Agent and shall be substantially in such form and have such other provisions as shall be prescribed by the Exchange Agent Agreement and Parent) (the “Letter of Transmittal”) and (ii) instructions for use in surrendering Certificate(s) in exchange for the Merger Consideration and any cash in lieu of fractional shares of Parent Common or the Preferred Stock to be issued or paid in consideration therefor in accordance with Section 2.14(f) upon surrender of such Certificate Merger Consideration, as applicable, and any dividends or distributions to which such holder Holder is entitled pursuant to Section 2.14(c2.2(c). (b) Upon surrender to the Exchange Agent of its Certificate(s), accompanied by a properly completed Form of Election or a properly completed Letter of Transmittal, a holder Holder of Company Common Stock will or Company Series A Preferred Stock, as applicable, shall be entitled to receive, promptly after the Effective Time, the Merger Consideration (elected or deemed elected by it, subject to, and in accordance with Sections 2.7 and 2.8) and any cash in lieu of fractional shares of Parent Common Stock to be issued or paid in consideration therefor in respect of the shares of Company Common Stock or the Preferred Stock Merger Consideration in respect of shares of Company Series A Preferred Stock represented by its Certificate(s), as applicable. Until so surrendered, each such Certificate shall represent after the Effective Time, for all purposes, only the right to receive, without interest, the Merger Consideration and any cash in lieu of fractional shares of Parent Common or the Preferred Stock to be issued or paid in consideration therefor Merger Consideration, as applicable, upon surrender of such Certificate in accordance with, and any dividends or distributions to which such holder Holder is entitled pursuant to, this Article II. (c) No dividends or other distributions with respect to Parent Common Stock or Parent Series A Preferred Stock (as applicable) shall be paid to the holder Holder of any unsurrendered Certificate with respect to the shares of Parent Common Stock or Parent Series A Preferred Stock (as applicable) represented thereby, in each case unless and until the surrender of such Certificate in accordance with this Article II. Subject to the effect of applicable abandoned property, escheat or similar lawsLaws, following surrender of any such Certificate in accordance with this Article II II, the record holder Holder thereof shall be entitled to receive, without interest, (i) the amount of dividends or other distributions with a record date after the Effective Time theretofore payable with respect to the whole shares of Parent Common Stock or Parent Series A Preferred Stock represented by such Certificate and not paid and/or (ii) at the appropriate payment date, the amount of dividends or other distributions payable with respect to whole shares of Parent Common Stock or Parent Series A Preferred Stock represented by such Certificate with a record date after the Effective Time (but before such surrender date) and with a payment date subsequent to the issuance of the Parent Common Stock or Parent Series A Preferred Stock issuable with respect to such Certificate. (d) In the event of a transfer of ownership of a Certificate representing Company Common Stock or Company Series A Preferred Stock that is not registered in the stock transfer records of Company, the proper amount of cash and/or shares of Parent Common Merger Consideration or Preferred Stock Merger Consideration (as applicable) shall be paid or issued delivered in exchange therefor to a person Person other than the person Person in whose name the Certificate so surrendered is registered if the Certificate formerly representing such Company Common Stock or Company Series A Preferred Stock (as applicable) shall be properly endorsed or otherwise be in proper form for transfer and the person Person requesting such payment or issuance shall pay any transfer or other similar Taxes required by reason of the payment or issuance to a person Person other than the registered holder Holder of the Certificate or establish to the satisfaction of Parent that the Tax has been paid or is not applicable. The Exchange Agent (or, subsequent to the first anniversary of the Effective Time, Parent) shall be entitled to deduct and withhold from any cash portion of the Merger Consideration, any cash in lieu of fractional shares of Parent Common Stock, cash dividends Consideration or distributions payable pursuant to Section 2.14(c) hereof and any other cash amounts otherwise payable pursuant to this Agreement to any holder of Company Common Preferred Stock Merger Consideration (including with respect to any Dissenting Sharesas applicable) such amounts as the Exchange Agent or Parent, as the case may be, is required to deduct and withhold under the Code, or any provision of state, local or foreign Tax lawLaw, with respect to the making of such payment. To the extent that the amounts are so withheld by the Exchange Agent or Parent, as the case may be, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder Holder of shares of Company Common Stock or Company Series A Preferred Stock (as applicable) in respect of whom such deduction and withholding was made by the Exchange Agent or Parent, as the case may be. (e) After the Effective Time, there shall be no transfers on the stock transfer books of Company of any shares of Company Common Stock or Company Series A Preferred Stock that were issued and outstanding immediately prior to the Effective Time other than to settle transfers of Company Common Stock or Company Series A Preferred Stock that occurred prior to the Effective Time. If, after the Effective Time, Certificates representing such shares are presented for transfer to the Exchange Agent, they shall be cancelled and exchanged for the Merger Consideration and any cash in lieu of fractional shares of Parent Common or the Preferred Stock to be issued or paid in consideration therefor Merger Consideration (as applicable), in accordance with Section 2.7 1.7 and the procedures set forth in this Article II. (f) Notwithstanding anything to the contrary contained in this Agreement, no certificates or scrip representing fractional shares of Parent Common Stock shall be issued upon the surrender of Certificates for exchange, no dividend or distribution with respect to Parent Common Stock shall be payable on or with respect to any fractional share, and such fractional share interests shall not entitle the owner thereof to vote or to any other rights of a shareholder of Parent. In lieu of the issuance of any such fractional share, Parent shall pay to each former shareholder stockholder of Company who otherwise would be entitled to receive such fractional share, an amount in cash (rounded to the nearest whole cent) determined by multiplying (i) the Parent Share Price Value by (ii) the fraction of a share (after taking into account all shares of Company Common Stock held by such holder Holder at the Effective Time and rounded to the nearest one ten-thousandth when expressed in decimal form) of Parent Common Stock to which such holder Holder would otherwise be entitled to receive pursuant to Section 2.7. The parties acknowledge that payment of the cash consideration in lieu of issuing fractional shares was not separately bargain-for consideration but merely represents a mechanical rounding off for purposes of avoiding the expense and inconvenience to Parent that would otherwise be caused by the issuance of fractional shares1. (g) Any portion of the Exchange Fund that remains unclaimed by the shareholders of Company as of the first anniversary of the Effective Time shall be paid to Parent. Any former shareholders of Company who have not theretofore complied with this Article II shall thereafter look only to Parent with respect to the Merger Consideration, any cash in lieu of any fractional shares and any unpaid dividends and distributions on the Parent Common Stock deliverable in respect of each share of Company Common Stock such shareholder holds as determined pursuant to this Agreement, in each case, without any interest thereon. Any Merger Consideration remaining unclaimed as of a date which is immediately prior to such time as such amounts would otherwise escheat to or become property of any Governmental Entity shall, to the extent permitted by applicable law, become the property of Parent free and clear of any claims or interest of any Person previously entitled thereto. Notwithstanding the foregoing, none of Parent, Company, the Exchange Agent or any other person shall be liable to any former holder of shares of Company Common Stock for any amount delivered in good faith to a public official pursuant to applicable abandoned property, escheat or similar laws. (h) In the event any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Certificate to be lost, stolen or destroyed and, if reasonably required by Parent or the Exchange Agent, the posting by such person of a bond in such amount as Parent may determine is reasonably necessary as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate the Merger Consideration deliverable in respect thereof pursuant to this Agreement.

Delivery of Merger Consideration. (a) As soon as reasonably practicable after On the Effective TimeClosing Date, Parent shall deposit the Exchange Agent shall mail to each holder of record of Certificate(s) which immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted Escrow Shares into the right to receive the Merger Consideration pursuant to Section 2.7 and any cash in lieu of fractional shares of Parent Common Stock to be issued or paid in consideration therefor who did not properly complete and submit an Election Form, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to Certificate(s) shall pass, only upon delivery of Certificate(s) (or affidavits of loss in lieu of such Certificate(s))) escrow account (the “Letter Escrow Account”) under the terms of Transmittala mutually agreeable escrow agreement (the “Escrow Agreement”) to be executed as of Closing Date by Parent, Global Investment Ventures LLC and the Exchange Agent and shall be substantially in such form and have such other provisions as shall be prescribed by the Exchange Agent Agreement and (ii) instructions for use in surrendering Certificate(s) in exchange for the Merger Consideration and any cash in lieu of fractional shares of Parent Common Stock to be issued or paid in consideration therefor in accordance with Section 2.14(f) upon surrender of such Certificate and any dividends or distributions to which such holder is entitled pursuant to Section 2.14(c)Escrow Agent. (b) Upon surrender to On the Exchange Agent of its Certificate(s), accompanied by a properly completed Form of Election or a properly completed Letter of Transmittal, a holder of Company Common Stock will be entitled to receive, promptly after the Effective TimeClosing Date, the Merger Consideration (elected Company shall deliver or deemed elected by it, subject tocause to be delivered to Parent the Certificates and fully-executed Letters of Transmittal of each Company Shareholder, and in accordance with Sections 2.7 upon surrender thereof to Parent, Parent shall deliver to each such Company Shareholder (i) the Per Founder Share Consideration for each Founder Share owned by such Company Shareholder, (ii) the Per Series A Share Consideration for each Series A Preferred Share owned by such Company Shareholder, (iii) the Per Waived Series A Share Consideration for each Waived Series A Preferred Share owned by such Company Shareholder, (iv) the Per Bridge Series B Share Consideration for each Bridge Series B Preferred Share owned by such Company Shareholder, (v) the Per Waived Series B Share Consideration for each Waived Series B Preferred Share owned by such Company Shareholder, (vi) the Per Series B Share Consideration for each Series B Preferred Share owned by such Company Shareholder, and 2.8(vii) and any cash in lieu of fractional shares of Parent Common Stock to be issued or paid in consideration therefor in respect of the shares of Per Ordinary Share Consideration for each Ordinary Share owned by such Company Common Stock represented by its Certificate(s)Shareholder. Until so surrenderedsurrendered to Parent, each such Certificate shall represent after the Effective Timebe deemed, for all corporate purposes, to evidence only the right to receive, without interest, receive upon such surrender the Merger Consideration and any cash consideration deliverable in lieu of fractional shares of Parent Common Stock to be issued or paid in consideration therefor upon surrender of such Certificate in accordance with, and any dividends or distributions respect thereof to which such holder Person is entitled pursuant to, to this Article II. (c) I. No dividends or other distributions with respect to Parent Common Stock shall be paid to the holder of any unsurrendered Certificate with respect to the shares of Parent Common Stock represented thereby, in each case unless and until the surrender of such Certificate in accordance with this Article II. Subject to the effect of applicable abandoned property, escheat or similar laws, following surrender of any such Certificate in accordance with this Article II the record holder thereof shall be entitled to receive, without interest, (i) the amount of dividends or other distributions with a record date after the Effective Time theretofore payable with respect to the whole shares of Parent Common Stock represented by such Certificate and not paid and/or (ii) at the appropriate payment date, the amount of dividends or other distributions payable with respect to shares of Parent Common Stock represented by such Certificate with a record date after the Effective Time (but before such surrender date) and with a payment date subsequent to the issuance of the Parent Common Stock issuable with respect to such Certificate. (d) In the event of a transfer of ownership of a Certificate representing Company Common Stock that is not registered in the stock transfer records of Company, the proper amount of cash and/or shares of Parent Common Stock interest shall be paid or issued accrued in exchange therefor respect of such consideration. If such consideration (or any portion thereof) is to be delivered to a person Person other than the person Person in whose name the Certificate Certificates surrendered in exchange therefor are registered, it shall be a condition to the delivery of such portion of any such consideration that the Certificates so surrendered is registered if the Certificate formerly representing such Company Common Stock shall be properly endorsed or accompanied by appropriate stock powers and otherwise be in proper form for transfer and that the person Person requesting such payment transfer pay to Parent, Merger Sub or issuance shall pay the Surviving Company any transfer or other similar Taxes required payable by reason of the payment or issuance to a person other than the registered holder of the Certificate foregoing or establish to the satisfaction of Parent Parent, Merger Sub or the Surviving Company that the Tax has such Taxes have been paid or is are not applicable. The Exchange Agent (or, subsequent to the first anniversary of the Effective Time, Parent) shall be entitled to deduct and withhold from any cash portion of the Merger Consideration, any cash in lieu of fractional shares of Parent Common Stock, cash dividends or distributions payable pursuant to Section 2.14(c) hereof and any other cash amounts otherwise payable pursuant to this Agreement to any holder of Company Common Stock (including with respect to any Dissenting Shares) such amounts as the Exchange Agent or Parent, as the case may be, is required to deduct and withhold under the Code, or any provision of state, local or foreign Tax law, with respect to the making of such paymentbe paid. To the extent the amounts are so withheld by the Exchange Agent or Parent, as the case may be, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of shares of Company Common Stock in respect of whom such deduction and withholding was made by the Exchange Agent or Parent, as the case may be. (e) After the Effective Time, there shall be no transfers on the stock transfer books of Company of any shares of Company Common Stock that were issued and outstanding immediately prior to the Effective Time other than to settle transfers of Company Common Stock that occurred prior to the Effective Time. If, after the Effective Time, Certificates representing such shares are presented for transfer to the Exchange Agent, they shall be cancelled and exchanged for the Merger Consideration and any cash in lieu of fractional shares of Parent Common Stock to be issued or paid in consideration therefor in accordance with Section 2.7 and the procedures set forth in this Article II. (f) Notwithstanding anything to the contrary contained in this Agreement, no certificates or scrip representing fractional shares of Parent Common Stock shall be issued upon the surrender of Certificates for exchange, no dividend or distribution with respect to Parent Common Stock shall be payable on or with respect to any fractional share, and such fractional share interests shall not entitle the owner thereof to vote or to any other rights of a shareholder of Parent. In lieu of the issuance of any such fractional share, Parent shall pay to each former shareholder of Company who otherwise would be entitled to receive such fractional share, an amount in cash (rounded to the nearest whole cent) determined by multiplying (i) the Parent Share Price by (ii) the fraction of a share (after taking into account all shares of Company Common Stock held by such holder at the Effective Time and rounded to the nearest one thousandth when expressed in decimal form) of Parent Common Stock to which such holder would otherwise be entitled to receive pursuant to Section 2.7. The parties acknowledge that payment of the cash consideration in lieu of issuing fractional shares was not separately bargain-for consideration but merely represents a mechanical rounding off for purposes of avoiding the expense and inconvenience to Parent that would otherwise be caused by the issuance of fractional shares. (g) Any portion of the Exchange Fund that remains unclaimed by the shareholders of Company as of the first anniversary of the Effective Time shall be paid to Parent. Any former shareholders of Company who have not theretofore complied with this Article II shall thereafter look only to Parent with respect to the Merger Consideration, any cash in lieu of any fractional shares and any unpaid dividends and distributions on the Parent Common Stock deliverable in respect of each share of Company Common Stock such shareholder holds as determined pursuant to this Agreement, in each case, without any interest thereon. Any Merger Consideration remaining unclaimed as of a date which is immediately prior to such time as such amounts would otherwise escheat to or become property of any Governmental Entity shall, to the extent permitted by applicable law, become the property of Parent free and clear of any claims or interest of any Person previously entitled thereto. Notwithstanding the foregoing, none of Parent, Company, the Exchange Agent or any other person shall be liable to any former holder of shares of Company Common Stock for any amount delivered in good faith to a public official pursuant to applicable abandoned property, escheat or similar laws. (h) In the event any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person Person claiming such Certificate to be lost, stolen or destroyed anddestroyed, if reasonably required by Parent Parent, Merger Sub or the Exchange Agent, the posting by such person of a bond in such amount as Parent may determine is reasonably necessary as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent Surviving Company will issue in exchange for such lost, stolen or destroyed Certificate the Merger consideration to which such holder is otherwise entitled in respect thereof as determined in accordance with this Article I. (c) On the Closing Date, the Company shall deliver to Parent documentation satisfactory to Parent evidencing the termination of the Company Options and full-executed Letters of Transmittal of each vested Company Option Holder, and upon receipt thereof, Parent shall deliver to each vested Company Option Holder the Company Option Consideration payable to such vested Company Option Holder as set forth in Schedule 2. Until so surrendered to Parent, each vested Company Option shall be deemed, for all corporate purposes, to evidence only the right to receive upon such surrender the consideration deliverable in respect thereof to which such Person is entitled pursuant to this AgreementArticle I. No interest shall be paid or accrued in respect of such consideration.

Delivery of Merger Consideration. (a) As soon as reasonably practicable after the Effective Time: (i) Parent shall deliver, to each holder of record identified in the Closing Certificate who immediately prior to the Effective Time represented a holder of outstanding shares of Company Class B Common Stock and whose shares of Company Class B Common Stock were converted into the right to receive shares of Parent Series B-1 Preferred Stock and Parent Series B-2 Preferred Stock, certificates representing the shares of Parent Series B-1 Preferred Stock and Parent Series B-2 Preferred Stock into which such shares of Company Class B Common Stock have been converted pursuant to Section 2.8(a)(i); and (ii) the Exchange Agent shall mail deliver, to each holder of record of Certificate(s) which immediately prior to the Effective Time represented outstanding shares of Company Class A Common Stock and whose shares of Company Class A Common Stock were converted into the right to receive the Merger Consideration pursuant to Section 2.7 and any cash in lieu of fractional shares of Parent Common Stock pursuant to be issued or paid in consideration therefor who did not properly complete and submit an Election Form, Section 2.8(a)(ii): (i1) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to Certificate(s) shall pass, only upon actual delivery of Certificate(s) (or affidavits of loss in lieu of such Certificate(s))) (the “Letter of Transmittal”) to the Exchange Agent Certificates and shall be substantially in such form and have such other provisions as shall be prescribed by the Exchange Agent Agreement Parent may reasonably specify), and (ii2) instructions for use in surrendering Certificate(s) in exchange for the Merger Consideration and any cash in lieu of fractional such shares of Parent Common Stock to be issued or paid in consideration therefor in accordance with Section 2.14(f) upon surrender of such Certificate and any dividends or distributions to which such holder is entitled pursuant to Section 2.14(c2.9(e). (b) . Upon surrender to the Parent or the Exchange Agent Agent, as the case may be, of its Certificate(s)Certificate or Certificates, accompanied by a properly completed Form of Election or a properly completed Letter of Transmittal, a holder of Company Common Stock will be entitled to receive, receive promptly after the Effective Time, the Merger Consideration (elected or deemed elected by it, subject to, and in accordance with Sections 2.7 and 2.8) and any cash in lieu of fractional shares of Parent Common Stock to be issued or paid in consideration therefor issuable in respect of the shares of Company Common Stock represented by its such Certificate or Certificate(s). Until so surrendered, each such Certificate shall represent after the Effective Time, for all purposes, only the right to receive, without interest, receive the Merger Consideration and any cash in lieu of fractional shares of Parent Common Stock to be issued or paid in consideration therefor upon surrender of such Certificate in accordance with, and any dividends or distributions to which such holder is entitled pursuant to, this Article II. (c) No dividends . In addition to any other legend required by applicable federal or other distributions with respect to Parent Common Stock shall be paid to the holder of any unsurrendered Certificate with respect to the state securities Laws, each certificate representing shares of Parent Common Stock represented therebywill be endorsed with the following legend: “THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, in each case unless and until the surrender of such Certificate in accordance with this Article II. Subject to the effect of applicable abandoned propertyAS AMENDED (THE “ACT”), escheat or similar lawsOR THE SECURITIES LAWS OF ANY STATE, following surrender of any such Certificate in accordance with this Article II the record holder thereof shall be entitled to receiveAND MAY NOT BE SOLD, without interestTRANSFERRED, (i) the amount of dividends or other distributions with a record date after the Effective Time theretofore payable with respect to the whole ASSIGNED, PLEDGED OR HYPOTHECATED UNLESS THEY HAVE FIRST BEEN REGISTERED UNDER THE ACT AND REGISTERED OR QUALIFIED UNDER ANY APPLICABLE STATE SECURITIES LAWS OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL SATISFACTORY TO IT THAT REGISTRATION UNDER THE ACT AND REGISTRATION OR QUALIFICATION UNDER ANY APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED.” Additionally, certificates representing shares of Parent Common Series B-1 Preferred Stock represented by such Certificate and not paid and/or or Parent Series B-2 Preferred Stock will be endorsed with the following legend: “THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE CONVERTED INTO SHARES OF SERIES C PREFERRED STOCK OR COMMON STOCK OF THE COMPANY, AS APPLICABLE, UNLESS AND UNTIL THE COMPANY HAS FILED (iiA) at the appropriate payment dateAN AMENDMENT TO ITS RESTATED CERTIFICATE OF INCORPORATION INCREASING ITS AUTHORIZED CAPITAL, the amount of dividends or other distributions payable with respect to shares of Parent Common Stock represented by such Certificate with a record date after the Effective Time AND (but before such surrender dateB) and with a payment date subsequent to the issuance of the Parent Common Stock issuable with respect to such CertificateTHE CERTIFICATE OF DESIGNATION, PREFERENCES, AND RIGHTS OF SERIES C CONVERTIBLE PREFERRED STOCK, WITH THE SECRETARY OF STATE OF THE STATE OF DELAWARE AND SUCH AMENDMENT AND CERTIFICATE OF DESIGNATION HAVE BECOME EFFECTIVE. (d) In the event of a transfer of ownership of a Certificate representing Company Common Stock that is not registered in the stock transfer records of Company, the proper amount of cash and/or shares of Parent Common Stock shall be paid or issued in exchange therefor to a person other than the person in whose name the Certificate so surrendered is registered if the Certificate formerly representing such Company Common Stock shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment or issuance shall pay any transfer or other similar Taxes required by reason of the payment or issuance to a person other than the registered holder of the Certificate or establish to the satisfaction of Parent that the Tax has been paid or is not applicable. The Exchange Agent (or, subsequent to the first anniversary of the Effective Time, Parent) shall be entitled to deduct and withhold from any cash portion of the Merger Consideration, any cash in lieu of fractional shares of Parent Common Stock, cash dividends or distributions payable pursuant to Section 2.14(c) hereof and any other cash amounts otherwise payable pursuant to this Agreement to any holder of Company Common Stock (including with respect to any Dissenting Shares) such amounts as the Exchange Agent or Parent, as the case may be, is required to deduct and withhold under the Code, or any provision of state, local or foreign Tax law, with respect to the making of such payment. To the extent the amounts are so withheld by the Exchange Agent or Parent, as the case may be, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of shares of Company Common Stock in respect of whom such deduction and withholding was made by the Exchange Agent or Parent, as the case may be. (e) After the Effective Time, there shall be no transfers on the stock transfer books of Company of any shares of Company Common Stock that were issued and outstanding immediately prior to the Effective Time other than to settle transfers of Company Common Stock that occurred prior to the Effective Time. If, after the Effective Time, Certificates representing such shares are presented for transfer to the Exchange Agent, they shall be cancelled and exchanged for the Merger Consideration and any cash in lieu of fractional shares of Parent Common Stock to be issued or paid in consideration therefor in accordance with Section 2.7 and the procedures set forth in this Article II. (f) Notwithstanding anything to the contrary contained in this Agreement, no certificates or scrip representing fractional shares of Parent Common Stock shall be issued upon the surrender of Certificates for exchange, no dividend or distribution with respect to Parent Common Stock shall be payable on or with respect to any fractional share, and such fractional share interests shall not entitle the owner thereof to vote or to any other rights of a shareholder of Parent. In lieu of the issuance of any such fractional share, Parent shall pay to each former shareholder of Company who otherwise would be entitled to receive such fractional share, an amount in cash (rounded to the nearest whole cent) determined by multiplying (i) the Parent Share Price by (ii) the fraction of a share (after taking into account all shares of Company Common Stock held by such holder at the Effective Time and rounded to the nearest one thousandth when expressed in decimal form) of Parent Common Stock to which such holder would otherwise be entitled to receive pursuant to Section 2.7. The parties acknowledge that payment of the cash consideration in lieu of issuing fractional shares was not separately bargain-for consideration but merely represents a mechanical rounding off for purposes of avoiding the expense and inconvenience to Parent that would otherwise be caused by the issuance of fractional shares. (g) Any portion of the Exchange Fund that remains unclaimed by the shareholders of Company as of the first anniversary of the Effective Time shall be paid to Parent. Any former shareholders of Company who have not theretofore complied with this Article II shall thereafter look only to Parent with respect to the Merger Consideration, any cash in lieu of any fractional shares and any unpaid dividends and distributions on the Parent Common Stock deliverable in respect of each share of Company Common Stock such shareholder holds as determined pursuant to this Agreement, in each case, without any interest thereon. Any Merger Consideration remaining unclaimed as of a date which is immediately prior to such time as such amounts would otherwise escheat to or become property of any Governmental Entity shall, to the extent permitted by applicable law, become the property of Parent free and clear of any claims or interest of any Person previously entitled thereto. Notwithstanding the foregoing, none of Parent, Company, the Exchange Agent or any other person shall be liable to any former holder of shares of Company Common Stock for any amount delivered in good faith to a public official pursuant to applicable abandoned property, escheat or similar laws. (h) In the event any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Certificate to be lost, stolen or destroyed and, if reasonably required by Parent or the Exchange Agent, the posting by such person of a bond in such amount as Parent may determine is reasonably necessary as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate the Merger Consideration deliverable in respect thereof pursuant to this Agreement.”