Common use of Exchange and Surrender of Certificates Clause in Contracts

Exchange and Surrender of Certificates. (a) Immediately after the Effective Time, 4Health shall deliver to each registered holder of a Converted Share Certificate against delivery by such holder of all of his Converted Share Certificates representing issued and outstanding shares of IN Common Stock a certificate representing that number of whole shares of 4Health Common Stock which such holder has the right to receive in exchange for the Converted Share Certificates surrendered pursuant to the provisions of this Article II (after taking into account all Converted Shares then held by such holder), and the Converted Share Certificates so surrendered shall forthwith be canceled. The certificate representing the 4Health Common Stock shall bear a restrictive legend in the form set forth in Exhibit B. Until surrendered as contemplated by this Section 2.02, each Converted Share Certificate shall be deemed at any time after the Effective Time to represent only the 4Health Common Stock into which the Converted Shares represented by such Converted Share Certificate have been converted as provided in this Article II. (b) After the Effective Time, there shall be no further registration of transfers of IN Common Stock. If, after the Effective Time, certificates representing shares of IN Common Stock are presented to the Surviving Corporation, they shall be canceled and exchanged for the Merger Consideration provided for in this Agreement in accordance with the procedures set forth herein. (c) Any portion of the Merger Consideration that remains unclaimed by the holders of shares of IN Common Stock, one year after the Effective Time shall be returned to the Surviving Corporation, upon demand, and any such holder who has not exchanged its shares of IN Common Stock in accordance with this Section 2.02 prior to that time shall thereafter look only to the Surviving Corporation for payment of the Merger Consideration in respect of its shares of IN Common Stock. Notwithstanding the foregoing, the Surviving Corporation shall not be liable to any holder of Converted Shares for any amount paid to a public official pursuant to applicable abandoned property, escheat or similar laws. (d) No dividends, interest or other distributions with respect to shares of 4Health Common Stock shall be paid to the holder of any unsurrendered Converted Share Certificates unless and until such Converted Share Certificates are surrendered as provided in this Section 2.02. Upon such surrender, 4Health shall pay, without interest, all dividends and other distributions payable in respect of such shares of 4Health Common Stock on a date subsequent to, and in respect of a record date after, the Effective Time. (e) No fractional shares or certificates or scrip evidencing fractional shares of 4Health Common Stock shall be issued in the Merger or upon the surrender for exchange of Converted Share Certificates, and the Exchange Ratio shall be appropriately adjusted if necessary so that only whole shares of 4Health Common Stock are issued in the Merger to holders of Converted Share Certificates.

Exchange and Surrender of Certificates. (a) Immediately Each Stockholder shall be entitled to receive, upon surrender to Buyer or its transfer agent of certificates previously evidencing Converted Shares, as soon as practicable after the Effective TimeClosing Date, 4Health shall deliver to each registered holder of a Converted Share Certificate against delivery by such holder of all of his Converted Share Certificates representing issued and outstanding shares of IN Common Stock a certificate representing that number the Converted Shares so surrendered, registered in the name of whole shares of 4Health Common Stock which such holder has Stockholder. Until so surrendered and exchanged, each certificate previously evidencing Converted Shares shall represent solely the right to receive in exchange for the Converted Share Certificates surrendered pursuant to the provisions of this Article II (after taking into account all Converted Shares then held by such holder), and the Converted Share Certificates so surrendered shall forthwith be canceled. The certificate representing the 4Health Buyer Common Stock shall bear a restrictive legend in the form set forth in Exhibit B. Until surrendered as contemplated by this Section 2.02, each Converted Share Certificate shall be deemed at any time after the Effective Time to represent only the 4Health Common Stock into which the Converted Shares represented by such Converted Share Certificate have been converted as provided in this Article IIStock. (b) After All shares of Buyer Common Stock issued upon the surrender for exchange of certificates previously representing Converted Shares in accordance with the terms hereof (including any adjustments pursuant to Section 2.02(c)) shall be deemed to have been issued in full satisfaction of all rights pertaining to such Converted Shares. At and after the Effective Time, there shall be no further registration of transfers on the stock transfer books of IN the Surviving Corporation of Company Common StockStock that was outstanding immediately prior to the Effective Time. If, after the Effective Time, certificates representing shares of IN Common Stock which previously evidenced Converted Shares are presented to the Surviving CorporationCorporation for any reason, they shall be canceled and exchanged for the Merger Consideration as provided for in this Agreement in accordance with the procedures set forth hereinArticle II. (c) Any portion of the Merger Consideration that remains unclaimed by the holders of shares of IN Common Stock, one year after the Effective Time shall be returned to the Surviving Corporation, upon demand, and any such holder who has not exchanged its shares of IN Common Stock in accordance with this Section 2.02 prior to that time shall thereafter look only to the Surviving Corporation for payment of the Merger Consideration in respect of its shares of IN Common Stock. Notwithstanding the foregoing, the Surviving Corporation shall not be liable to any holder of Converted Shares for any amount paid to a public official pursuant to applicable abandoned property, escheat or similar laws. (d) No dividends, interest or other distributions with respect to shares of 4Health Common Stock shall be paid to the holder of any unsurrendered Converted Share Certificates unless and until such Converted Share Certificates are surrendered as provided in this Section 2.02. Upon such surrender, 4Health shall pay, without interest, all dividends and other distributions payable in respect of such shares of 4Health Common Stock on a date subsequent to, and in respect of a record date after, the Effective Time. (e) No fractional shares or certificates or scrip evidencing fractional shares of 4Health Buyer Common Stock shall be issued in the Merger or upon the surrender for exchange of Converted Share Certificatescertificates, and such fractional share interests will not entitle the Exchange Ratio owner thereof to any rights as a stockholder of Buyer. In lieu of any such fractional shares, the number of shares of Buyer Common Stock issuable to any Stockholder in connection with the Merger shall be appropriately adjusted if necessary so that only rounded up to the nearest whole shares of 4Health Common Stock are issued in share. (d) Buyer shall be entitled to deduct and withhold from the Merger consideration otherwise payable pursuant to holders this Agreement to any former holder of Converted Share CertificatesShares such amounts as Buyer (or any affiliate thereof) is required to deduct and withhold with respect to the making of such payment under the Code, or any provision of state, local or foreign tax law. To the extent that amounts are so withheld by Buyer, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the former holder of the Converted Shares in respect of which such deduction and withholding was made by Buyer.

Exchange and Surrender of Certificates. (a) Immediately As of the Effective Time, TetriDyn shall deposit, or shall cause to be deposited with Interwest Transfer Company, Inc., 1000 Xxxxxx Xxxxxxx Road, Suite 100, P.X. Xxx 00000, Xxxx Xxxx Xxxx, XX 00000 (the “Exchange Agent”), for the benefit of the holders of shares of OTE Stock for exchange in accordance with this Article II, the certificates representing shares of New TetriDyn Stock issuable in the Merger. (b) As soon as reasonably practicable after the Effective Time, 4Health the Exchange Agent shall deliver mail to each registered holder of record of shares of OTE Stock a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Converted Share Certificates shall pass, only upon delivery of the Converted Share Certificates to the Exchange Agent, and which shall be in such form and have such other provisions as TetriDyn may reasonably specify) and instructions for use in effecting the surrender of the Converted Share Certificates in exchange for certificates representing shares of New TetriDyn Stock issuable pursuant to section 2.01. Upon surrender of a Converted Share Certificate to the Exchange Agent, together with the duly executed letter of transmittal, the holder of a Converted Share Certificate against delivery by such holder of all of his Converted Share Certificates representing issued and outstanding shares of IN Common Stock shall be entitled to receive in exchange therefor a certificate representing that number of whole shares of 4Health Common New TetriDyn Stock which that such holder has the right to receive in exchange for the Converted Share Certificates surrendered pursuant to the provisions of this Article II (after taking into account all Converted Shares then held by such holder)II. In the event of a transfer of ownership of OTE Stock that is not registered in OTE’s transfer records, and a certificate representing the proper number of shares of New TetriDyn Stock may be issued to a transferee if the Converted Share Certificates so surrendered shall forthwith be canceledCertificate representing such OTE Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer taxes have been paid. The certificate representing the 4Health Common Stock shall bear a restrictive legend in the form set forth in Exhibit B. Until surrendered as contemplated by this Section section 2.02, each Converted Share Certificate shall be deemed at any time after the Effective Time to represent only the 4Health Common New TetriDyn Stock into which the Converted Shares represented by such Converted Share Certificate have been would be converted as provided in this Article II. (bc) After the Effective Time, there shall be no further registration of transfers of IN Common OTE Stock. If, after the Effective Time, certificates representing shares of IN Common OTE Stock are presented to TetriDyn or the Surviving CorporationExchange Agent, they shall be canceled and exchanged for the Merger Consideration New TetriDyn Stock provided for in this Agreement in accordance with the procedures set forth herein. (cd) Any portion of the Merger Consideration New TetriDyn Stock made available to the Exchange Agent pursuant to this section 2.02 that remains unclaimed by the holders of shares of IN Common Stock, OTE Stock one year after the Effective Time shall be returned to the Surviving CorporationTetriDyn, upon demand, and any such holder who has not exchanged its shares his Converted Shares of IN Common OTE Stock in accordance with this Section section 2.02 prior to that time shall thereafter look only to the Surviving Corporation TetriDyn for payment exchange of the Merger Consideration in respect of its New TetriDyn Stock for his shares of IN Common OTE Stock. Notwithstanding the foregoing, the Surviving Corporation TetriDyn shall not be liable to any holder owner of Converted Shares OTE Stock for any amount paid to a public official pursuant to applicable abandoned property, escheat escheat, or similar lawsLaws (as defined herein). (de) No dividends, interest interest, or other distributions with respect to respecting shares of 4Health Common New TetriDyn Stock shall be paid to the holder of any unsurrendered Converted Share Certificates unless and until such Converted Share Certificates are surrendered as provided in this Section section 2.02. Upon such surrender, 4Health TetriDyn shall pay or cause the Exchange Agent to pay, without interest, all dividends and other distributions payable in respect of for such shares of 4Health Common New TetriDyn Stock on a date subsequent todate, and in respect of for a record date afterdate, after the Effective Time. (ef) No fractional shares or certificates or scrip evidencing fractional shares of 4Health Common New TetriDyn Stock shall be issued in the Merger or upon the surrender for exchange of Converted Share Certificates. In lieu of any fractional interests, and the Exchange Ratio TetriDyn shall issue to each holder of record of a Converted Share Certificate, upon surrender of such certificate for exchange pursuant to this Article II, a whole share of New TetriDyn Stock. (g) TetriDyn shall be appropriately adjusted if necessary entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any former holder of OTE Stock all amounts TetriDyn (or any affiliate thereof) is required to deduct and withhold respecting the making of such payment under the Code or any provision of state, local, or foreign tax law. To the extent that amounts are so that only whole shares withheld by TetriDyn, such withheld amounts shall be treated for all purposes of 4Health Common this Agreement as having been paid to the former holder of the OTE Stock are issued in for which such deduction and withholding was made. In the Merger event the amount withheld is insufficient to holders satisfy the withholding obligations of Converted Share CertificatesTetriDyn, (or any affiliate thereof), such former stockholder shall reimburse TetriDyn (or such affiliate), at its request, the amount of any such insufficiency.

Exchange and Surrender of Certificates. (a) Immediately As soon as practicable after the Effective Time, 4Health shall deliver to each registered holder of a certificate previously evidencing Converted Share Certificate against delivery by such holder Shares shall be entitled, upon surrender thereof to Parent or its transfer agent (as specified in the letter of all of his Converted Share Certificates representing issued and outstanding shares of IN Common Stock transmittal described in Section 2.02 (c)), to receive in exchange therefor a certificate or certificates representing that the number of whole shares of 4Health Common Stock which such holder has the right to receive in exchange for the Converted Share Certificates surrendered pursuant to the provisions of this Article II (after taking into account all Converted Shares then held by such holder), and the Converted Share Certificates so surrendered shall forthwith be canceled. The certificate representing the 4Health Common Stock shall bear a restrictive legend in the form set forth in Exhibit B. Until surrendered as contemplated by this Section 2.02, each Converted Share Certificate shall be deemed at any time after the Effective Time to represent only the 4Health Parent Common Stock into which the Converted Shares represented by such Converted Share Certificate so surrendered shall have been converted as provided aforesaid, in this Article II. (b) After such denominations and registered in such names as such holder may request. Each holder of Converted Shares who would otherwise be entitled to a fraction of a share of Parent Common Stock shall, upon surrender of the Effective Time, there shall be no further registration of transfers of IN Common Stock. If, after the Effective Time, certificates representing such shares of IN Common Stock are presented to the Surviving Corporationheld by such holder as aforesaid, they shall be canceled and exchanged for the Merger Consideration provided for paid an amount in this Agreement cash in accordance with the procedures set forth herein. (c) Any portion provisions of Section 2.02(e). Until so surrendered and exchanged, each certificate previously evidencing Converted Shares shall represent solely the Merger Consideration that remains unclaimed by right to receive Parent Common Stock and cash in lieu of fractional shares. Unless and until any such certificates shall be so surrendered and exchanged, no dividends or other distributions payable to the holders of shares record of IN Parent Common Stock, one year Stock as of any time on or after the Effective Time shall be returned paid to the Surviving Corporationholders of such certificates previously evidencing Converted Shares; provided, however, that, upon demandany such surrender and exchange of such certificates, there shall be paid to the record holders of the certificates issued and exchanged therefor (i) the amount, without interest thereon, of dividends and other distributions, if any, with a record date on or after the Effective Time theretofore paid with respect to such whole shares of Parent Common Stock, and any (ii) at the appropriate payment date, the amount of dividends or other distributions, if any, with a record date on or after the Effective Time but prior to surrender and a payment date occurring after surrender, payable with respect to such holder who has not exchanged its whole shares of IN Common Stock in accordance with this Section 2.02 prior to that time shall thereafter look only to the Surviving Corporation for payment of the Merger Consideration in respect of its shares of IN Parent Common Stock. Notwithstanding the foregoing, the Surviving Corporation no party hereto (or Parent's transfer agent) shall not be liable to any former holder of Converted Shares for any amount paid cash, Parent Common Stock or dividends or distributions thereon delivered to a public official pursuant to applicable abandoned property, escheat or similar lawslaw. (b) All shares of Parent Common Stock issued upon the surrender for exchange of certificates previously representing Converted Shares in accordance with the terms hereof (including any cash paid pursuant to Section 2.02 (e)) shall be deemed to have been issued in full satisfaction of all rights pertaining to such Converted Shares. At and after the Effective Time, there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of Company Common Stock that was outstanding immediately prior to the Effective Time. If, after the Effective Time, certificates which previously evidenced Converted Shares are presented to the Surviving Corporation for any reason, they shall be canceled and exchanged as provided in this Article II. (c) As promptly as practicable after the Effective Time, Parent will send or cause to be sent to each record holder of Company Common Stock at the Effective Time a letter of transmittal and other appropriate materials for use in surrendering certificates as contemplated hereby. (d) No dividendsIf any certificate for shares of Parent Common Stock is to be issued in a name other than that in which the certificate surrendered in exchange therefor is registered, interest it shall be a condition of the issuance thereof that the certificate so surrendered shall be properly endorsed, with signatures guaranteed, and otherwise in proper form for transfer and that the person requesting such exchange shall have paid to Parent or its transfer agent any transfer or other distributions with respect to taxes required by reason of the issuance of a certificate for shares of 4Health Parent Common Stock shall be paid in any name other than that of the registered holder of the certificate surrendered, or established to the holder satisfaction of any unsurrendered Converted Share Certificates unless and until Parent or its transfer agent that such Converted Share Certificates are surrendered as provided in this Section 2.02. Upon such surrender, 4Health shall pay, without interest, all dividends and other distributions payable in respect of such shares of 4Health Common Stock on a date subsequent to, and in respect of a record date after, the Effective Timetax has been paid or is not payable. (e) No fractional shares or certificates or scrip evidencing fractional shares of 4Health Parent Common Stock shall be issued in the Merger or upon the surrender for exchange of Converted Share Certificatescertificates, and such fractional share interests will not entitle the Exchange Ratio owner thereof to any rights of a stockholder of Parent. In lieu of any such fractional shares, each holder of a certificate previously evidencing Converted Shares, upon surrender of such certificate for exchange pursuant to this Article II, shall be appropriately adjusted paid an amount in cash (without interest), rounded to the nearest cent, determined by multiplying (a) the per share closing price as reported by the Wall Street Journal on the New York Stock Exchange Composite Tape of Parent Common Stock on the date of the Effective Time (or, if necessary so that only whole shares of 4Health Parent Common Stock are issued in do not trade on the Merger New York Stock Exchange (the "NYSE") on such date, the first date of trading of Parent Common Stock on the NYSE after the Effective Time) by (b) the fractional interest to holders which such holder would otherwise be entitled (after taking into account all Converted Shares held of record by such holder at the Effective Time). (f) Parent shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any former holder of Converted Share CertificatesShares such amounts as Parent (or any affiliate thereof) is required to deduct and withhold with respect to the making of such payment under the Code, or any provision of state, local or foreign tax law. To the extent that amounts are so withheld by Parent, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the former holder of the Converted Shares in respect of which such deduction and withholding was made by Parent.

Exchange and Surrender of Certificates. (a) Immediately Subject to Section 2.02(h) below, as of the Effective Time, Xxxxx shall deposit, or shall cause to be deposited with American Securities Transfer & Trust, Inc., 00000 Xxxx Xxxxxxx Xxxxxxx, Xxxxxxxx, XX 00000 (the "US Exchange Agent") and, if required by regulatory authorities, CIBC Mellon Trust Company (the "Canadian Exchange Agent"; the US Exchange and the Canadian Exchange Agent are collectively referred to herein as the "Exchange Agents"), for the benefit of the holders of Converted Share Certificates, for exchange in accordance with this Article II, the Merger Consideration, together with any dividends, distributions or payments pursuant to Section 2.02(e) with respect thereto (hereinafter referred to as the "Exchange Fund"). (b) As soon as reasonably practicable after the Effective Time, 4Health the Exchange Agents shall deliver mail to each registered holder of record of shares of Carpatsky Common Stock, Carpatsky Preferred Stock and Xxxxx Preferred Stock who have not exchanged their Converted Share Certificates as contemplated by Section 2.02(h), immediately prior to the Effective Time a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Converted Share Certificates shall pass, only upon delivery of the Converted Share Certificates to the Exchange Agents, and which shall be in such form and have such other provisions as Xxxxx may reasonably specify) and instructions for use in effecting the surrender of the Converted Share Certificates in exchange for certificates representing shares of Xxxxx Common Stock or New Xxxxx Preferred Stock issuable pursuant to Section 2.01 in exchange for such Converted Share Certificates. Upon surrender of a Converted Share Certificate against delivery by for cancellation to the Exchange Agents, together with such letter of transmittal, duly executed, the holder of all of his such Converted Share Certificates representing issued and outstanding shares of IN Common Stock Certificate shall be entitled to receive in exchange therefor a certificate representing that number of whole shares of 4Health Xxxxx Common Stock or New Xxxxx Preferred Stock (as the case may be) which such holder has the right to receive in exchange for the Converted Share Certificates Certificate surrendered pursuant to the provisions of this Article II (after taking into account all Converted Shares then held by such holder), and the Converted Share Certificates so surrendered shall forthwith be canceled. The In the event of a transfer of ownership of Carpatsky Common Stock, Carpatsky Preferred Stock or Xxxxx Preferred Stock which is not registered in the transfer records of Carpatsky or Xxxxx as the case may be, a certificate representing the 4Health proper number of shares of Xxxxx Common Stock shall bear or New Xxxxx Preferred Stock may be issued to a restrictive legend in transferee if the form set forth in Exhibit B. Converted Share Certificate representing such Carpatsky Common Stock, Carpatsky Preferred Stock or Xxxxx Preferred Stock is presented to the Exchange Agents, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer taxes have been paid. Until surrendered as contemplated by this Section 2.02, each Converted Share Certificate shall be deemed at any time after the Effective Time to represent only the 4Health Xxxxx Common Stock or New Xxxxx Preferred Stock into which the Converted Shares represented by such Converted Share Certificate have been converted as provided in this Article IIII and the right to receive upon such surrender cash in lieu of any fractional shares of Xxxxx Common Stock or New Xxxxx Preferred Stock as contemplated by Section 2.02(f). (bc) After the Effective Time, there shall be no further registration of transfers of IN Carpatsky Common Stock. If, after the Effective Time, certificates representing shares of IN Common Stock are presented to the Surviving Corporation, they shall be canceled and exchanged for the Merger Consideration provided for in this Agreement in accordance with the procedures set forth herein. (c) Any portion of the Merger Consideration that remains unclaimed by the holders of shares of IN Common Stock, one year after the Effective Time shall be returned to the Surviving Corporation, upon demand, and any such holder who has not exchanged its shares of IN Common Stock in accordance with this Section 2.02 prior to that time shall thereafter look only to the Surviving Corporation for payment of the Merger Consideration in respect of its shares of IN Common Stock. Notwithstanding the foregoing, the Surviving Corporation shall not be liable to any holder of Converted Shares for any amount paid to a public official pursuant to applicable abandoned property, escheat or similar laws. (d) No dividends, interest or other distributions with respect to shares of 4Health Common Stock shall be paid to the holder of any unsurrendered Converted Share Certificates unless and until such Converted Share Certificates are surrendered as provided in this Section 2.02. Upon such surrender, 4Health shall pay, without interest, all dividends and other distributions payable in respect of such shares of 4Health Common Stock on a date subsequent to, and in respect of a record date after, the Effective Time. (e) No fractional shares or certificates or scrip evidencing fractional shares of 4Health Common Stock shall be issued in the Merger or upon the surrender for exchange of Converted Share Certificates, and the Exchange Ratio shall be appropriately adjusted if necessary so that only whole shares of 4Health Common Stock are issued in the Merger to holders of Converted Share Certificates.,

Exchange and Surrender of Certificates. (a) Immediately As soon as practicable after the Effective Time, 4Health each record holder of certificates previously evidencing Converted Shares will be entitled to receive, and Parent shall deliver cause the Exchange Agent (as defined in Section 2.03(e) below) to issue and pay, as applicable, to each registered such record holder of a Converted Share Certificate against delivery by or to such persons as such holder may request upon surrender of all of his Converted Share Certificates representing issued and outstanding shares of IN Common Stock such certificates to the Exchange Agent, (i) a certificate or certificates representing that the number of whole shares of 4Health Common Stock which such holder has the right to receive in exchange for the Converted Share Certificates surrendered pursuant to the provisions of this Article II (after taking into account all Converted Shares then held by such holder), and the Converted Share Certificates so surrendered shall forthwith be canceled. The certificate representing the 4Health Common Stock shall bear a restrictive legend in the form set forth in Exhibit B. Until surrendered as contemplated by this Section 2.02, each Converted Share Certificate shall be deemed at any time after the Effective Time to represent only the 4Health Parent Common Stock into which the Converted Shares represented by such Converted Share Certificate so surrendered will have been converted as aforesaid, in such denominations and registered in such names as such holder may request, and (ii) the Cash Consideration into which the Converted Shares so surrendered will have been converted. If such holder would otherwise be entitled to fractional shares of Parent Common Stock, such holder will upon surrender of the certificates representing such shares held as aforesaid, be paid an amount in cash in accordance with the provisions of Section 2.03(c). Until so surrendered and exchanged, each certificate previously evidencing Converted Shares will represent solely the right to receive the Merger Consideration and cash in lieu of fractional shares. Unless and until any such certificates will be so surrendered and exchanged, no dividends or other distributions payable to the holders of record of Parent Common Stock as of any time on or after the Effective Time will be paid to the holders of record of Converted Shares; provided, however, that Parent will deposit with the Exchange Agent any such dividends or other distributions payable with respect to the Parent Common Stock represented by any unsurrendered certificates evidencing Converted Shares, and upon any such surrender and exchange of such certificates, Parent will cause the Exchange Agent to pay to the holders of record of Converted Shares (i) the amount, without interest thereon, of dividends and other distributions, if any, with a record date on or after the Effective Time theretofore paid with respect to such whole shares of Parent Common Stock, and (ii) at the appropriate payment date, the amount of dividends or other distributions, if any, with a record date on or after the Effective Time but prior to surrender and a payment date occurring after surrender, payable with respect to such whole shares of Parent Common Stock. (b) All shares of Parent Common Stock issued and all Cash Consideration paid upon the surrender for exchange of certificates previously representing Converted Shares in accordance with the terms hereof (including any cash paid pursuant to Section 2.03(c)) will be deemed to have been issued in full satisfaction of all rights pertaining to such Converted Shares. At and after the Effective Time, there will be no further registration of transfers on the stock transfer books of the Surviving Corporation of Company Common Stock that was outstanding immediately prior to the Effective Time. If, after the Effective Time, certificates that previously evidenced Converted Shares are presented to the Surviving Corporation for any reason, they will be canceled and exchanged as provided in this Article II. (bc) After No certificates or scrip evidencing fractional shares of Parent Common Stock will be issued upon the surrender for exchange of certificates, and such fractional share interests will not entitle the owner thereof to any rights of a stockholder of Parent. In lieu of any such fractional shares, Parent will cause the Exchange Agent to pay to the owner thereof, upon surrender of such certificate for exchange pursuant to this Article II, an amount in cash (without interest), rounded to the nearest cent, determined by multiplying (i) the Closing Price by (ii) the fractional interest to which the owner thereof would otherwise be entitled (after taking into account all Converted Shares held of record by such owner and all full shares of Parent Common Stock issued in respect thereof). (d) Parent will be entitled to cause the Exchange Agent to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any former holder of Converted Shares such amounts as Parent (or any affiliate thereof) is required to deduct and withhold with respect to the making of such payment under the Code, or any provision of state, local or foreign tax law. To the extent that amounts are so withheld, such withheld amounts will be treated for all purposes of this Agreement as having been paid to the former holder of the Converted Shares in respect of which such deduction and withholding was made by Parent. (e) At or prior to the Effective Time, there shall Merger Sub will appoint a bank or trust company reasonably acceptable to the Company as agent for the holders of Converted Shares (the "Exchange Agent") to receive and disburse the Merger Consideration to which holders of Converted Shares become entitled pursuant to Section 2.01. At the Effective Time, Merger Sub or Parent will provide the Exchange Agent with sufficient shares of Parent Common Stock and sufficient cash to allow the Merger Consideration to be no further registration paid by the Exchange Agent for each share of transfers of IN Company Common Stock. IfStock then entitled to receive the Merger Consideration (collectively, the "Payment Fund"). (f) Promptly after the Effective Time, Merger Sub or Parent will cause the Exchange Agent to mail to each record holder of a certificate or certificates representing shares of IN Common Stock are presented that immediately prior to the Surviving CorporationEffective Time represented Converted Shares (the "Certificates"), they shall a form of letter of transmittal (which will specify that delivery will be canceled effected, and exchanged risk of loss and title to the Certificates will pass, only upon proper delivery of the Certificates to the Exchange Agent) and instructions for use in effecting the surrender of the Certificates for payment. (i) Upon surrender to the Exchange Agent of a Certificate, together with such letter of transmittal duly executed and completed in accordance with its instructions and such other documents as may be requested, the holder of such Certificate will be entitled to receive in exchange for such Certificate, subject to any required withholding of taxes, the Merger Consideration provided and such Certificate will forthwith be canceled. No interest will be paid or accrued on the Merger Consideration upon the surrender of the Certificates. (ii) If payment or delivery is to be made to a person other than the person in whose name the Certificate surrendered is registered, it will be a condition of payment and delivery that the Certificate so surrendered be properly endorsed, with signature properly guaranteed, or otherwise be in proper form for in this Agreement transfer and that the person requesting such payment and delivery pay any transfer or other taxes required by reason of the payment or delivery to a person other than the registered holder of the Certificate surrendered or establish to the satisfaction of the Surviving Corporation that such tax has been paid or is not applicable. (iii) Subject to Section 2.01(d), until surrendered in accordance with the procedures set forth hereinprovisions of this Section 2.03, each Certificate (other than Certificates held by persons referred to in Sections 2.01(d)(i) and 2.01(d)(ii)) will represent for all purposes only the right to receive the applicable Merger Consideration, without interest and subject to any required withholding of taxes. (cg) Any portion of Promptly following the Merger Consideration date that remains unclaimed by the holders of shares of IN Common Stock, is one year after the Effective Time shall be returned to Time, the Surviving Corporation, upon demand, and any such holder who has not exchanged its shares of IN Common Stock in accordance with this Section 2.02 prior to that time shall thereafter look only Exchange Agent will return to the Surviving Corporation for payment all cash, certificates and other property in its possession that constitute any portion of the Payment Fund, and the duties of the Exchange Agent will terminate. Thereafter, each holder of a Certificate formerly representing a share of Company Common Stock may surrender such Certificate to the Surviving Corporation and (subject to applicable abandoned property, escheat, and similar laws) receive in exchange therefor the Merger Consideration in without any interest. At any time after the one year anniversary of the Effective Time, the Surviving Corporation will be entitled to require the Exchange Agent to deliver to it any funds (including any interest received with respect thereto) that had been made available to the Exchange Agent, and holders of its shares Certificates not surrendered prior to midnight on the day preceding the Surviving Corporation's request for such funds shall be entitled to look to the Surviving Corporation (subject to abandoned property, escheat or other similar laws) only as general creditors thereof with respect to the Merger Consideration payable upon due surrender of IN Common Stocktheir Certificates without any interest thereon. Notwithstanding the foregoing, neither the Parent, Merger Sub, the Surviving Corporation nor the Exchange Agent will be liable to any holder of a Certificate for Merger Consideration delivered to a public official pursuant to any applicable abandoned property, escheat or similar law. Notwithstanding the foregoing, the Surviving Corporation shall not will be liable entitled to any holder of Converted Shares for any amount paid receive from time to a public official pursuant time all interest or other amounts earned with respect to applicable abandoned property, escheat the Payment Fund as such amounts accrue or similar lawsbecome available. (dh) No dividendsParent and the Company shall cooperate in the preparation, interest execution and filing of all returns, applications or other distributions documents regarding any transfer, stamp, recording, documentary or other taxes and any other fees and similar taxes which become payable in connection with respect to shares of 4Health Common Stock shall be paid to the holder of any unsurrendered Converted Share Certificates unless Merger other than (i) transfer and until such Converted Share Certificates are surrendered as provided in this Section 2.02. Upon such surrender, 4Health shall pay, without interest, all dividends and other distributions stamp taxes payable in respect of such shares transfers pursuant to Section 2.03(f)(ii) and (ii) income or similar taxes payable by the stockholders of 4Health Common Stock on a date subsequent tothe Company (collectively, "Transfer Taxes"). From and in respect of a record date after, after the Effective Time. (e) No fractional shares , Parent shall pay or certificates cause to be paid, without deduction or scrip evidencing fractional shares of 4Health Common Stock shall be issued in withholding from any amounts payable to the Merger or upon the surrender for exchange of Converted Share Certificates, and the Exchange Ratio shall be appropriately adjusted if necessary so that only whole shares of 4Health Common Stock are issued in the Merger to holders of Converted Share CertificatesCompany Common Stock, all Transfer Taxes.

Exchange and Surrender of Certificates. (a) Immediately after At the Effective TimeClosing, 4Health IN shall deliver to each registered holder of a Converted Share Certificate against delivery by such holder of all of his Converted Share Certificates representing issued and outstanding shares of IN HVE Common Stock a certificate representing that number of whole shares of 4Health IN Common Stock which such holder has the right to receive in exchange for the Converted Share Certificates surrendered pursuant to the provisions of this Article II (after taking into account all Converted Shares then held by such holder), and the Converted Share Certificates so surrendered shall forthwith be canceled. The certificate representing the 4Health IN Common Stock shall bear a restrictive legend in the form set forth in Exhibit B. Until surrendered as contemplated by this Section 2.022.04, each Converted Share Certificate shall be deemed at any time after the Effective Time to represent only the 4Health IN Common Stock into which the Converted Shares represented by such Converted Share Certificate have been converted as provided in this Article II. (b) After the Effective Time, there shall be no further registration of transfers of IN HVE Common Stock. If, after the Effective Time, certificates representing shares of IN HVE Common Stock are presented to the Surviving Corporation, they shall be canceled and exchanged for the Merger Consideration provided for in this Agreement in accordance with the procedures set forth herein. (c) Any portion of the Merger Consideration that remains unclaimed by the holders of shares of IN HVE Common Stock, one year after the Effective Time shall be returned to the Surviving Corporation, upon demand, and any such holder who has not exchanged its his shares of IN HVE Common Stock in accordance with this Section 2.02 2.04 prior to that time shall thereafter look only to the Surviving Corporation for payment of the Merger Consideration in respect of its his shares of IN HVE Common Stock. Notwithstanding the foregoing, the Surviving Corporation shall not be liable to any holder of Converted Shares for any amount paid to a public official pursuant to applicable abandoned property, escheat or similar laws. (d) No dividends, interest or other distributions with respect to shares of 4Health IN Common Stock shall be paid to the holder of any unsurrendered Converted Share Certificates unless and until such Converted Share Certificates are surrendered as provided in this Section 2.022.04. Upon such surrender, 4Health IN shall pay, without interest, all dividends and other distributions payable in respect of such shares of 4Health IN Common Stock on a date subsequent to, and in respect of a record date after, the Effective Time. (e) No fractional shares or certificates or scrip evidencing fractional shares of 4Health Common Stock shall be issued in the Merger or upon the surrender for exchange of Converted Share Certificates, and the Exchange Ratio shall be appropriately adjusted if necessary so that only whole shares of 4Health Common Stock are issued in the Merger to holders of Converted Share Certificates.

Exchange and Surrender of Certificates. (a) Immediately As of the Effective Time, TetriDyn shall deposit, or shall cause to be deposited with Interwest Transfer Company, Inc., 0000 Xxxxxx Xxxxxxx Road, Suite 100, X.X. Xxx 00000, Xxxx Xxxx Xxxx, XX 00000 (the “Exchange Agent”), for the benefit of the holders of shares of OTE Stock for exchange in accordance with this Article II, the certificates representing shares of New TetriDyn Stock issuable in the Merger. (b) As soon as reasonably practicable after the Effective Time, 4Health the Exchange Agent shall deliver mail to each registered holder of record of shares of OTE Stock a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Converted Share Certificates shall pass, only upon delivery of the Converted Share Certificates to the Exchange Agent, and which shall be in such form and have such other provisions as TetriDyn may reasonably specify) and instructions for use in effecting the surrender of the Converted Share Certificates in exchange for certificates representing shares of New TetriDyn Stock issuable pursuant to section 2.01. Upon surrender of a Converted Share Certificate to the Exchange Agent, together with the duly executed letter of transmittal, the holder of a Converted Share Certificate against delivery by such holder of all of his Converted Share Certificates representing issued and outstanding shares of IN Common Stock shall be entitled to receive in exchange therefor a certificate representing that number of whole shares of 4Health Common New TetriDyn Stock which that such holder has the right to receive in exchange for the Converted Share Certificates surrendered pursuant to the provisions of this Article II (after taking into account all Converted Shares then held by such holder)II. In the event of a transfer of ownership of OTE Stock that is not registered in OTE’s transfer records, and a certificate representing the proper number of shares of New TetriDyn Stock may be issued to a transferee if the Converted Share Certificates so surrendered shall forthwith be canceledCertificate representing such OTE Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer taxes have been paid. The certificate representing the 4Health Common Stock shall bear a restrictive legend in the form set forth in Exhibit B. Until surrendered as contemplated by this Section section 2.02, each Converted Share Certificate shall be deemed at any time after the Effective Time to represent only the 4Health Common New TetriDyn Stock into which the Converted Shares represented by such Converted Share Certificate have been would be converted as provided in this Article II. (bc) After the Effective Time, there shall be no further registration of transfers of IN Common OTE Stock. If, after the Effective Time, certificates representing shares of IN Common OTE Stock are presented to TetriDyn or the Surviving CorporationExchange Agent, they shall be canceled and exchanged for the Merger Consideration New TetriDyn Stock provided for in this Agreement in accordance with the procedures set forth herein. (cd) Any portion of the Merger Consideration New TetriDyn Stock made available to the Exchange Agent pursuant to this section 2.02 that remains unclaimed by the holders of shares of IN Common Stock, OTE Stock one year after the Effective Time shall be returned to the Surviving CorporationTetriDyn, upon demand, and any such holder who has not exchanged its shares his Converted Shares of IN Common OTE Stock in accordance with this Section section 2.02 prior to that time shall thereafter look only to the Surviving Corporation TetriDyn for payment exchange of the Merger Consideration in respect of its New TetriDyn Stock for his shares of IN Common OTE Stock. Notwithstanding the foregoing, the Surviving Corporation TetriDyn shall not be liable to any holder owner of Converted Shares OTE Stock for any amount paid to a public official pursuant to applicable abandoned property, escheat escheat, or similar lawsLaws (as defined herein). (de) No dividends, interest interest, or other distributions with respect to respecting shares of 4Health Common New TetriDyn Stock shall be paid to the holder of any unsurrendered Converted Share Certificates unless and until such Converted Share Certificates are surrendered as provided in this Section section 2.02. Upon such surrender, 4Health TetriDyn shall pay or cause the Exchange Agent to pay, without interest, all dividends and other distributions payable in respect of for such shares of 4Health Common New TetriDyn Stock on a date subsequent todate, and in respect of for a record date afterdate, after the Effective Time. (ef) No fractional shares or certificates or scrip evidencing fractional shares of 4Health Common New TetriDyn Stock shall be issued in the Merger or upon the surrender for exchange of Converted Share Certificates. In lieu of any fractional interests, and the Exchange Ratio TetriDyn shall issue to each holder of record of a Converted Share Certificate, upon surrender of such certificate for exchange pursuant to this Article II, a whole share of New TetriDyn Stock. (g) TetriDyn shall be appropriately adjusted if necessary entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any former holder of OTE Stock all amounts TetriDyn (or any affiliate thereof) is required to deduct and withhold respecting the making of such payment under the Code or any provision of state, local, or foreign tax law. To the extent that amounts are so that only whole shares withheld by TetriDyn, such withheld amounts shall be treated for all purposes of 4Health Common this Agreement as having been paid to the former holder of the OTE Stock are issued in for which such deduction and withholding was made. In the Merger event the amount withheld is insufficient to holders satisfy the withholding obligations of Converted Share CertificatesTetriDyn, (or any affiliate thereof), such former stockholder shall reimburse TetriDyn (or such affiliate), at its request, the amount of any such insufficiency.

Exchange and Surrender of Certificates. (a) Immediately As soon as practicable after the Effective Time, 4Health shall deliver to each registered holder of a certificate previously evidencing Converted Share Certificate against delivery Shares shall be entitled, upon surrender thereof to Parent or an exchange agent designated by such holder Parent (as specified in the letter of all of his Converted Share Certificates representing issued and outstanding shares of IN Common Stock transmittal described in Section 2.02 (c)), to receive in exchange therefor a certificate or certificates representing that the number of whole shares of 4Health Common Stock which such holder has the right to receive in exchange for the Converted Share Certificates surrendered pursuant to the provisions of this Article II (after taking into account all Converted Shares then held by such holder), and the Converted Share Certificates so surrendered shall forthwith be canceled. The certificate representing the 4Health Common Stock shall bear a restrictive legend in the form set forth in Exhibit B. Until surrendered as contemplated by this Section 2.02, each Converted Share Certificate shall be deemed at any time after the Effective Time to represent only the 4Health Parent Common Stock into which the Converted Shares represented by such Converted Share Certificate so surrendered shall have been converted as provided aforesaid, in this Article II. (b) After such denominations and registered in such names as such holder may request. Each holder of Converted Shares who would otherwise be entitled to a fraction of a share of Parent Common Stock shall, upon surrender of the Effective Time, there shall be no further registration of transfers of IN Common Stock. If, after the Effective Time, certificate or certificates representing such shares of IN Common Stock are presented to the Surviving Corporationheld by such holder as aforesaid, they shall be canceled and exchanged for the Merger Consideration provided for paid an amount in this Agreement cash in accordance with the procedures set forth herein. (c) Any portion provisions of Section 2.02(e). Until so surrendered and exchanged, each certificate previously evidencing Converted Shares shall represent solely the Merger Consideration right to receive Parent Common Stock and cash in lieu of fractional shares that remains unclaimed by the holder thereof is entitled to receive hereunder. Unless and until any such certificates shall be so surrendered and exchanged, no dividends or other distributions payable to the holders of shares record of IN Parent Common Stock, one year Stock as of any time on or after the Effective Time shall be returned paid to the Surviving Corporationholders of such certificates previously evidencing Converted Shares; provided, however, that, upon demandany such surrender and exchange of such certificates, there shall be paid to the record holders of the certificates issued and exchanged therefor (i) the amount, without interest thereon, of dividends and other distributions, if any, with a record date on or after the Effective Time theretofore paid with respect to such whole shares of Parent Common Stock, and any (ii) at the appropriate payment date, the amount of dividends or other distributions, if any, with a record date on or after the Effective Time but prior to surrender and a payment date occurring after surrender, payable with respect to such holder who has not exchanged its whole shares of IN Common Stock in accordance with this Section 2.02 prior to that time shall thereafter look only to the Surviving Corporation for payment of the Merger Consideration in respect of its shares of IN Parent Common Stock. Notwithstanding the foregoing, the Surviving Corporation shall not be liable to any holder of Converted Shares for any amount paid to a public official pursuant to applicable abandoned property, escheat or similar laws. (d) No dividends, interest or other distributions with respect to shares of 4Health Common Stock shall be paid to the holder of any unsurrendered Converted Share Certificates unless and until such Converted Share Certificates are surrendered as provided in this Section 2.02. Upon such surrender, 4Health shall pay, without interest, all dividends and other distributions payable in respect of such shares of 4Health Common Stock on a date subsequent to, and in respect of a record date after, the Effective Time. (e) No fractional shares or certificates or scrip evidencing fractional shares of 4Health Common Stock shall be issued in the Merger or upon the surrender for exchange of Converted Share Certificates, and the Exchange Ratio shall be appropriately adjusted if necessary so that only whole shares of 4Health Common Stock are issued in the Merger to holders of Converted Share Certificates.except as

Exchange and Surrender of Certificates. (a) Immediately As soon as reasonably practicable after the Effective Time, 4Health Albion's transfer agent and registrar, Colonial Stock Transfer Corporation, 455 East 400 South, Suite 100, Xxxx Xxxx Xxxx, Xxxx (xxx "Xxxxxxxx Xxent"), shall deliver mail to each registered holder of record of shares of Aradyme Stock a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Converted Share Certificates shall pass, only upon delivery of the Converted Share Certificates to the Exchange Agent, and which shall be in such form and have such other provisions as Albion and Aradyme may reasonably specify) and instructions for use in effecting the surrender of the Converted Share Certificates in exchange for certificates representing shares of New Albion Stock issuable pursuant to Section 2.01. Upon surrender of a Converted Share Certificate against delivery by to the Exchange Agent, together with such letter of transmittal, duly executed, the holder of all of his such Converted Share Certificates representing issued and outstanding shares of IN Common Stock Certificate shall be entitled to receive in exchange therefor a certificate representing that number of whole shares of 4Health Common New Albion Stock which that such holder has the right to receive in exchange for the Converted Share Certificates surrendered pursuant to the provisions of this Article II (after taking into account all Converted Shares then held by such holder). In the event of a transfer of ownership of Aradyme Stock that is not registered in the transfer records of Aradyme, and a certificate representing the proper number of shares of New Albion Stock may be issued to a transferee if the Converted Share Certificates so surrendered shall forthwith be canceledCertificate representing such Aradyme Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer taxes have been paid. The certificate representing the 4Health Common Stock shall bear a restrictive legend in the form set forth in Exhibit B. Until surrendered as contemplated by this Section 2.02, each Converted Share Certificate shall be deemed at any time after the Effective Time to represent only the 4Health Common New Albion Stock into which the Converted Shares represented by such Converted Share Certificate have been converted would be converted, as provided in this Article II, and cash in lieu of any fractional shares of New Albion Stock as contemplated by Section 2.02(d). (b) After the Effective Time, there shall be no further registration of transfers of IN Common Aradyme Stock. If, after the Effective Time, certificates representing shares of IN Common Aradyme Stock are presented to Albion or the Surviving CorporationExchange Agent, they shall be canceled and exchanged for the Merger Consideration merger consideration provided for in this Agreement in accordance with the procedures set forth herein. (c) Any portion of the Merger Consideration that remains unclaimed by the holders of shares of IN Common Stock, one year after the Effective Time shall be returned to the Surviving Corporation, upon demand, and any such holder who has not exchanged its shares of IN Common Stock in accordance with this Section 2.02 prior to that time shall thereafter look only to the Surviving Corporation for payment of the Merger Consideration in respect of its shares of IN Common Stock. Notwithstanding the foregoing, the Surviving Corporation shall not be liable to any holder of Converted Shares for any amount paid to a public official pursuant to applicable abandoned property, escheat or similar laws. (d) No dividends, interest interest, or other distributions with respect to shares of 4Health Common New Albion Stock shall be paid to the holder of any unsurrendered Converted Share Certificates unless and until such Converted Share Certificates are surrendered as provided in this Section 2.02. Upon such surrender, 4Health Albion shall pay or cause the Exchange Agent to pay, without interest, all dividends and other distributions payable in respect of such shares of 4Health Common New Albion Stock on a date subsequent to, and in respect of a record date after, the Effective Time. (ed) No fractional shares or certificates or scrip evidencing fractional shares of 4Health Common New Albion Stock shall be issued in the Merger or upon the surrender for exchange of Converted Share Certificates, and such fractional share interests shall not entitle the Exchange Ratio owner thereof to any rights as a stockholder of Albion. In lieu of any such fractional interests, each holder of a Converted Share Certificate shall, upon surrender of such certificate for exchange pursuant to this Article II, be paid an amount in cash (without interest), rounded to the nearest cent, determined by multiplying the last reported sales price of the Albion Common Stock on the Nasdaq OTC Electronic Bulletin Board maintained by the National Association of Securities Dealers, Inc. by the fractional share of New Albion Stock to which such holder would otherwise be entitled (after taking into account all Converted Shares held of record by such holder at the Effective Time). (e) Albion shall be appropriately adjusted if necessary entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any former holder of Aradyme Stock such amounts as Albion (or any affiliate thereof) is required to deduct and withhold with respect to the making of such payment under the Code or any provision of state, local, or foreign tax law. To the extent that amounts are so that only whole shares withheld by Albion, such withheld amounts shall be treated for all purposes of 4Health Common this Agreement as having been paid to the former holder of the Aradyme Stock are issued in respect of which such deduction and withholding was made. In the Merger event the amount withheld is insufficient so to holders satisfy the withholding obligations of Converted Share CertificatesAlbion (or any affiliate thereof), such former stockholder shall reimburse Albion (or such affiliate), at its request, the amount of any such insufficiency.

Exchange and Surrender of Certificates. (a) Immediately As of the Effective Time, TetriDyn shall deposit, or shall cause to be deposited with Interwest Transfer Company, Inc., 0000 Xxxxxx Xxxxxxx Road, Suite 100, X.X. Xxx 00000, Xxxx Xxxx Xxxx, XX 00000 (the “Exchange Agent”), for the benefit of the holders of shares of OTE Stock for exchange in accordance with this Article II, the certificates representing shares of New TetriDyn Stock issuable in the Merger. (b) As soon as reasonably practicable after the Effective Time, 4Health the Exchange Agent shall deliver mail to each registered holder of record of shares of OTE Stock a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Converted Share Certificates shall pass, only upon delivery of the Converted Share Certificates to the Exchange Agent, and which shall be in such form and have such other provisions as TetriDyn may reasonably specify) and instructions for use in effecting the surrender of the Converted Share Certificates in exchange for certificates representing shares of New TetriDyn Stock issuable pursuant to Section 2.01. Upon surrender of a Converted Share Certificate to the Exchange Agent, together with the duly executed letter of transmittal, the holder of a Converted Share Certificate against delivery by such holder of all of his Converted Share Certificates representing issued and outstanding shares of IN Common Stock shall be entitled to receive in exchange therefor a certificate representing that number of whole shares of 4Health Common New TetriDyn Stock which that such holder has the right to receive in exchange for the Converted Share Certificates surrendered pursuant to the provisions of this Article II (after taking into account all Converted Shares then held by such holder)II. In the event of a transfer of ownership of OTE Stock that is not registered in OTE’s transfer records, and a certificate representing the proper number of shares of New TetriDyn Stock may be issued to a transferee if the Converted Share Certificates so surrendered shall forthwith be canceledCertificate representing such OTE Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer taxes have been paid. The certificate representing the 4Health Common Stock shall bear a restrictive legend in the form set forth in Exhibit B. Until surrendered as contemplated by this Section section 2.02, each Converted Share Certificate shall be deemed at any time after the Effective Time to represent only the 4Health Common New TetriDyn Stock into which the Converted Shares represented by such Converted Share Certificate have been would be converted as provided in this Article II. (bc) After the Effective Time, there shall be no further registration of transfers of IN Common OTE Stock. If, after the Effective Time, certificates representing shares of IN Common OTE Stock are presented to TetriDyn or the Surviving CorporationExchange Agent, they shall be canceled and exchanged for the Merger Consideration New TetriDyn Stock provided for in this Agreement in accordance with the procedures set forth herein. (cd) Any portion of the Merger Consideration New TetriDyn Stock made available to the Exchange Agent pursuant to this Section 2.02 that remains unclaimed by the holders of shares of IN Common Stock, OTE Stock one year after the Effective Time shall be returned to the Surviving CorporationTetriDyn, upon demand, and any such holder who has not exchanged its shares his Converted Shares of IN Common OTE Stock in accordance with this Section section 2.02 prior to that time shall thereafter look only to the Surviving Corporation TetriDyn for payment exchange of the Merger Consideration in respect of its New TetriDyn Stock for his shares of IN Common OTE Stock. Notwithstanding the foregoing, the Surviving Corporation TetriDyn shall not be liable to any holder owner of Converted Shares OTE Stock for any amount paid to a public official pursuant to applicable abandoned property, escheat escheat, or similar lawsLaws (as defined herein). (de) No dividends, interest interest, or other distributions with respect to respecting shares of 4Health Common New TetriDyn Stock shall be paid to the holder of any unsurrendered Converted Share Certificates unless and until such Converted Share Certificates are surrendered as provided in this Section section 2.02. Upon such surrender, 4Health TetriDyn shall pay or cause the Exchange Agent to pay, without interest, all dividends and other distributions payable in respect of for such shares of 4Health Common New TetriDyn Stock on a date subsequent todate, and in respect of for a record date afterdate, after the Effective Time. (ef) No fractional shares or certificates or scrip evidencing fractional shares of 4Health Common New TetriDyn Stock shall be issued in the Merger or upon the surrender for exchange of Converted Share Certificates. In lieu of any fractional interests, and the Exchange Ratio TetriDyn shall issue to each holder of record of a Converted Share Certificate, upon surrender of such certificate for exchange pursuant to this Article II, a whole share of New TetriDyn Stock. (g) TetriDyn shall be appropriately adjusted if necessary entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any former holder of OTE Stock all amounts TetriDyn (or any affiliate thereof) is required to deduct and withhold respecting the making of such payment under the Code or any provision of state, local, or foreign tax law. To the extent that amounts are so that only whole shares withheld by TetriDyn, such withheld amounts shall be treated for all purposes of 4Health Common this Agreement as having been paid to the former holder of the OTE Stock are issued in for which such deduction and withholding was made. In the Merger event the amount withheld is insufficient to holders satisfy the withholding obligations of Converted Share CertificatesTetriDyn, (or any affiliate thereof), such former stockholder shall reimburse TetriDyn (or such affiliate), at its request, the amount of any such insufficiency.

Exchange and Surrender of Certificates. (a) Immediately As of the Effective Time, Key shall deposit, or shall cause to be deposited with American Securities Transfer, Inc. (the "Exchange Agent"), for the benefit of the holders of certificates which immediately prior to the Effective Time evidenced shares of Xxxxx Common Stock (the "Xxxxx Certificates"), for exchange in accordance with this Article II, certificates representing the shares of Key Common Stock (such certificates for shares of Key Common Stock, together with any dividends or distributions with respect thereto, being hereinafter referred to as the "Exchange Fund") issuable pursuant to Section 2.01 in exchange for such shares of Xxxxx Common Stock. (b) As soon as reasonably practicable after the Effective Time, 4Health the Exchange Agent shall deliver mail to each registered holder of record of shares of Xxxxx Common Stock immediately prior to the Effective Time (i) a Converted Share letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Xxxxx Certificates shall pass, only upon delivery of the Xxxxx Certificates to the Exchange Agent, and which shall be in such form and have such other provisions as Key and Xxxxx may reasonably specify) and (ii) instructions for use in effecting the surrender of the Xxxxx Certificates in exchange for certificates representing shares of Key Common Stock. Upon surrender of a Xxxxx Certificate against delivery by for cancellation to the Exchange Agent together with such letter of transmittal, duly executed, the holder of all of his Converted Share Certificates representing issued and outstanding shares of IN Common Stock such Xxxxx Certificate shall be entitled to receive in exchange therefor a certificate representing that number of whole shares of 4Health Key Common Stock which such holder has the right to receive in exchange for respect of the Converted Share Certificates Xxxxx Certificate surrendered pursuant to the provisions of this Article II (after taking into account all Converted Shares shares of Xxxxx Common Stock then held by such holder), and the Converted Share Certificates Xxxxx Certificate so surrendered shall forthwith be canceled. The In the event of a transfer of ownership of Xxxxx Common Stock which is not registered in the transfer records of Xxxxx, a certificate representing the 4Health proper number of shares of Key Common Stock shall bear may be issued to a restrictive legend in transferee if the form set forth in Exhibit B. Xxxxx Certificate representing such Xxxxx Common Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer taxes have been paid. Until surrendered as contemplated by this Section 2.02, each Converted Share Xxxxx Certificate shall be deemed at any time after the Effective Time to represent only the 4Health Key Common Stock into which the Converted Shares shares of Xxxxx Common Stock represented by such Converted Share Xxxxx Certificate have been converted as provided in this Article IIII and the right to receive upon such surrender cash in lieu of any fractional shares of Key Common Stock as contemplated by this Section 2.02. (bc) After the Effective Time, there shall be no further registration of transfers of IN Xxxxx Common Stock. If, after the Effective Time, certificates representing shares of IN Xxxxx Common Stock are presented to Key or the Surviving CorporationExchange Agent, they shall be canceled and exchanged for the Merger Consideration provided for in this Agreement for, and in accordance with the procedures set forth hereinforth, in this Agreement. (cd) Any portion of the Merger Consideration made available to the Exchange Agent pursuant to Section 2.02(a) or the Exchange Fund that remains unclaimed by the holders of shares of IN Xxxxx Common Stock, Stock one year after the Effective Time shall be returned to the Surviving CorporationKey, upon demand, and any such holder who has not exchanged its shares of IN Xxxxx Common Stock in accordance with this Section 2.02 prior to that time shall thereafter look only to the Surviving Corporation Key for payment of the Merger Consideration in respect of its shares of IN Xxxxx Common Stock. Notwithstanding the foregoing, the Surviving Corporation Key shall not be liable to any holder of Converted Shares Xxxxx Common Stock for any amount paid to a public official pursuant to applicable abandoned property, property escheat or similar laws. (de) No dividends, interest or other distributions with respect to shares of 4Health Xxxxx Common Stock shall be paid to the holder of any unsurrendered Converted Share Xxxxx Certificates unless and until such Converted Share Xxxxx Certificates are surrendered as provided in this Section 2.02. Upon such surrender, 4Health there shall paybe paid, without interest, to the person in whose name the certificates representing the shares of Key Common Stock into which such shares of Xxxxx Common Stock were converted all dividends and other distributions payable in respect of such shares of 4Health Common Stock securities on a date subsequent to, and in respect of a record date after, the Effective Time. (ef) No fractional shares or certificates or scrip evidencing fractional shares of 4Health Key Common Stock shall be issued in the Merger or upon the surrender for exchange of Converted Share Certificatescertificates, and such fractional share interests shall not entitle the Exchange Ratio owner thereof to any rights of a stockholder of Key. In lieu of any such fractional shares, each holder of a certificate previously evidencing Converted Shares, upon surrender of such certificate for exchange pursuant to this Article II, shall be appropriately adjusted if necessary so that only whole shares paid an amount in cash (without interest), rounded to the nearest cent, determined by multiplying (i) the per share closing price of 4Health Key Common Stock are issued on the Nasdaq National Market as reported in the Merger Wall Street Journal for the date of the Effective Time (or, if there is no trading activity in Key Common Stock on the Nasdaq National Market on such date, the first date of trading of Key Common Stock on the Nasdaq National Market after the Effective Time) by (ii) the fractional interest to holders which such holder would otherwise be entitled (after taking into account all Converted Shares held of record by such holder at the Effective Time). (g) Key shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any former holder of Converted Share CertificatesShares such amounts as Key (or any affiliate thereof) is required to deduct and withhold with respect to the making of such payment under the Code, or any provision of state, local or foreign tax law. To the extent that amounts are so withheld by Key, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the former holder of the Converted Shares in respect of which such deduction and withholding was made by Key.

Exchange and Surrender of Certificates. (a) Immediately As soon as practicable after the Effective Time, 4Health shall deliver to each registered holder of a certificate previously evidencing Converted Share Certificate against delivery Shares shall be entitled, upon the surrender thereof to Parent or an exchange agent designated by such holder of all of his Converted Share Certificates representing issued and outstanding shares of IN Common Stock Parent, to receive a certificate representing that number of whole shares of 4Health Common Stock which such holder has the right to receive in exchange for the Converted Share Certificates surrendered pursuant to the provisions of this Article II (after taking into account all Converted Shares then held by such holder), and the Converted Share Certificates so surrendered shall forthwith be canceled. The certificate or certificates representing the 4Health Common Stock shall bear a restrictive legend in the form set forth in Exhibit B. Until surrendered as contemplated by this Section 2.02, each Converted Share Certificate shall be deemed at any time after the Effective Time to represent only the 4Health Common Stock Tyler Shares into which the Converted Shares represented by such Converted Share Certificate so surrendered have been converted as described in Section 2.01, in such denominations and registered in such names as such holder may request. (b) All shares of Parent Common Stock issued upon the surrender for exchange of certificates previously representing Converted Shares in accordance with the terms of this Agreement will be deemed to have been issued in full satisfaction of all rights pertaining to such Converted Shares. At and after the Effective Time, there will be no further registration of transfers on the stock transfer books of the Surviving Corporation of Company Stock that was outstanding immediately prior to the Effective Time. If, after the Effective Time, certificates that previously evidenced Converted Shares are presented to the Surviving Corporation for any reason, they will be canceled and exchanged as provided in this Article II. (bc) After the Effective Time, there shall be no further registration of transfers of IN Common Stock. If, As promptly as practicable after the Effective Time, certificates representing shares Parent will send or cause to be sent to each record holder of IN Company Common Stock are presented to the Surviving Corporation, they shall be canceled and exchanged for the Merger Consideration provided for in this Agreement in accordance with the procedures set forth herein. (c) Any portion of the Merger Consideration that remains unclaimed by the holders of shares of IN Common Stock, one year after at the Effective Time shall be returned to the Surviving Corporation, upon demand, a letter of transmittal and any such holder who has not exchanged its shares of IN Common Stock other appropriate materials for use in accordance with this Section 2.02 prior to that time shall thereafter look only to the Surviving Corporation for payment of the Merger Consideration in respect of its shares of IN Common Stock. Notwithstanding the foregoing, the Surviving Corporation shall not be liable to any holder of Converted Shares for any amount paid to a public official pursuant to applicable abandoned property, escheat or similar lawssurrendering certificates contemplated hereby. (d) No dividends, interest or other distributions with respect to shares of 4Health Common Stock shall be paid to the holder of any unsurrendered Converted Share Certificates unless and until such Converted Share Certificates are surrendered as provided in this Section 2.02. Upon such surrender, 4Health shall pay, without interest, all dividends and other distributions payable in respect of such shares of 4Health Common Stock on a date subsequent to, and in respect of a record date after, the Effective Time. (e) No fractional shares or certificates or scrip evidencing fractional shares of 4Health Parent Common Stock shall be issued in the Merger or upon the surrender for exchange of Converted Share Certificatescertificates, and such fractional share interests will not entitle the Exchange Ratio owner thereof to any rights of a stockholder of Parent. In lieu of any such fractional shares, each holder of a certificate previously representing Converted Shares, upon surrender of such certificate for exchange pursuant to this Article II, shall be appropriately adjusted if necessary so that only whole shares paid an amount in cash (without interest), rounded to the nearest cent, determined by multiplying (a) the per share closing price as reported on the New York Stock Exchange of 4Health Parent Common Stock on the date of the Effective Time by (b) the fractional interest to which such holder would otherwise be entitled (after taking into account all Converted Shares held of record by such holder at the Effective Time). (e) Parent will be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any former holder of Company Stock such amounts as Parent or any Affiliate of Parent is required to deduct and withhold with respect to the making of such payment under the Internal Revenue Code of 1986, as amended (the "Code"), or any provision of state, local, or foreign tax law. To the extent that amounts are issued so withheld by Parent, such withheld amounts will be treated for all purposes of this Agreement as having been paid to the former holder of Company Stock in the Merger to holders respect of Converted Share Certificateswhich such deduction and withholding was made by Parent.

Exchange and Surrender of Certificates. (a) Immediately As of the Effective Time, Xxxxx shall deposit, or shall cause to be deposited with American Securities Transfer & Trust, Inc., 00000 Xxxx Xxxxxxx Xxxxxxx, Xxxxxxxx, XX 00000 (the "US Exchange Agent") and, if required by regulatory authorities, CIBC Mellon Trust Company (the "Canadian Exchange Agent"; the US Exchange and the Canadian Exchange Agent are collectively referred to herein as the "Exchange Agents"), for the benefit of the holders of Converted Share Certificates, for exchange in accordance with this Article II, the Merger Consideration, together with any dividends, distributions or payments pursuant to Section 2.02(f) with respect thereto (hereinafter referred to as the "Exchange Fund"). (b) As soon as reasonably practicable after the Effective Time, 4Health the Exchange Agents shall deliver mail to each registered holder of record of shares of Carpatsky Common and Xxxxx Preferred Stock immediately prior to the Effective Time a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Converted Share Certificates shall pass, only upon delivery of the Converted Share Certificates to the Exchange Agents, and which shall be in such form and have such other provisions as Xxxxx may reasonably specify) and instructions for use in effecting the surrender of the Converted Share Certificates in exchange for certificates representing shares of Xxxxx Common Stock issuable pursuant to Section 2.01 in exchange for such Converted Share Certificates. Upon surrender of a Converted Share Certificate against delivery by for cancellation to the Exchange Agents, together with such letter of transmittal, duly executed, the holder of all of his such Converted Share Certificates representing issued and outstanding shares of IN Common Stock Certificate shall be entitled to receive in exchange therefor a certificate representing that number of whole shares of 4Health Xxxxx Common Stock which such holder has the right to receive in exchange for the Converted Share Certificates Certificate surrendered pursuant to the provisions of this Article II (after taking into account all Converted Shares then held by such holder), and the Converted Share Certificates so surrendered shall forthwith be canceled. The In the event of a transfer of ownership of Carpatsky Common or Xxxxx Preferred Stock which is not registered in the transfer records of Carpatsky or Xxxxx as the case may be, a certificate representing the 4Health proper number of shares of Xxxxx Common Stock shall bear may be issued to a restrictive legend in transferee if the form set forth in Exhibit B. Converted Share Certificate representing such Carpatsky Common or Xxxxx Preferred Stock is presented to the Exchange Agents, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer taxes have been paid. Until surrendered as contemplated by this Section 2.02, each Converted Share Certificate shall be deemed at any time after the Effective Time to represent only the 4Health Xxxxx Common Stock into which the Converted Shares represented by such Converted Share Certificate have been converted as provided in this Article IIII and the right to receive upon such surrender cash in lieu of any fractional shares of Xxxxx Common Stock as contemplated by Section 2.02(f). (bc) After the Effective Time, there shall be no further registration of transfers of IN Carpatsky Common Stock. If, after the Effective Time, certificates representing shares of IN Common Stock are presented to the Surviving Corporation, they shall be canceled and exchanged for the Merger Consideration provided for in this Agreement in accordance with the procedures set forth herein. (c) Any portion of the Merger Consideration that remains unclaimed by the holders of shares of IN Common Stock, one year after the Effective Time shall be returned to the Surviving Corporation, upon demand, and any such holder who has not exchanged its shares of IN Common Stock in accordance with this Section 2.02 prior to that time shall thereafter look only to the Surviving Corporation for payment of the Merger Consideration in respect of its shares of IN Common Stock. Notwithstanding the foregoing, the Surviving Corporation shall not be liable to any holder of Converted Shares for any amount paid to a public official pursuant to applicable abandoned property, escheat or similar laws. (d) No dividends, interest or other distributions with respect to shares of 4Health Common Stock shall be paid to the holder of any unsurrendered Converted Share Certificates unless and until such Converted Share Certificates are surrendered as provided in this Section 2.02. Upon such surrender, 4Health shall pay, without interest, all dividends and other distributions payable in respect of such shares of 4Health Common Stock on a date subsequent to, and in respect of a record date after, the Effective Time. (e) No fractional shares or certificates or scrip evidencing fractional shares of 4Health Common Stock shall be issued in the Merger or upon the surrender for exchange of Converted Share Certificates, and the Exchange Ratio shall be appropriately adjusted if necessary so that only whole shares of 4Health Common Stock are issued in the Merger to holders of Converted Share Certificates.or

Exchange and Surrender of Certificates. (a) Immediately At or as soon as practicable after the Effective Time, 4Health the holders of certificates previously evidencing Converted Shares shall deliver be entitled to each registered holder receive, upon surrender of such certificates to Company, a Converted Share Certificate against delivery by such holder certificate or certificates representing the number of all of his Converted Share Certificates representing issued and outstanding shares of IN Common Stock a certificate representing that number of whole shares of 4Health Common Stock which such holder has the right to receive in exchange for the Converted Share Certificates surrendered pursuant to the provisions of this Article II (after taking into account all Converted Shares then held by such holder), and the Converted Share Certificates so surrendered shall forthwith be canceled. The certificate representing the 4Health Common Stock shall bear a restrictive legend in the form set forth in Exhibit B. Until surrendered as contemplated by this Section 2.02, each Converted Share Certificate shall be deemed at any time after the Effective Time to represent only the 4Health Company Common Stock into which the Converted Shares represented by such Converted Share Certificate so surrendered shall have been converted as provided aforesaid, in this Article II. (b) After such denominations and registered in such names as the Effective Timeapplicable holder may request. Until so surrendered and exchanged, there each certificate previously evidencing Converted Shares shall be no further registration of transfers of IN Common Stock. If, after represent solely the Effective Time, certificates representing shares of IN right to receive Company Common Stock are presented to the Surviving Corporation, they shall be canceled and exchanged for the Merger Consideration provided for cash in this Agreement lieu of fractional shares in accordance with the procedures set forth herein. (c) Any portion provisions of the Merger Consideration that remains unclaimed by Section 2.02(d). Unless and until any such certificates representing Converted Shares shall be so surrendered and exchanged, no dividends or other distributions payable to the holders of shares record of IN Company Common Stock, one year Stock as of any time on or after the Effective Time shall be returned paid to the Surviving Corporationholders of record of Converted Shares; provided, however, that, upon demandany such surrender and exchange of such certificates, there shall be paid to the holders of record of Converted Shares (i) the amount, without interest thereon, of dividends and other distributions, if any, with a record date on or after the Effective Time paid with respect to such whole shares of Company Common Stock, and any (ii) at the appropriate payment date, the amount of dividends or other distributions, if any, with a record date on or after the Effective Time but prior to surrender and a payment date occurring after surrender, payable with respect to such holder who has not exchanged its shares of IN Common Stock in accordance with this Section 2.02 prior to that time shall thereafter look only to the Surviving Corporation for payment of the Merger Consideration in respect of its shares of IN Company Common Stock. Notwithstanding the foregoing, the Surviving Corporation no party hereto shall not be liable to any former holder of Converted Shares for any amount paid cash, Company Common Stock or dividends or distributions thereon delivered to a public official pursuant to applicable abandoned property, escheat or similar lawslaw. (b) All shares of Company Common Stock issued upon the surrender for exchange of certificates previously representing Converted Shares in accordance with the terms hereof (including any cash paid in lieu of fractional shares pursuant to Section 2.02(d)) shall be deemed to have been issued in full satisfaction of all rights pertaining to such Converted Shares. At and after the Effective Time, there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of Holdings Common Stock or Holdings Preferred Stock that was outstanding immediately prior to the Effective Time. If, after the Effective Time, certificates which previously evidenced Converted Shares are presented to the Surviving Corporation for any reason, they shall be canceled and exchanged as provided in this Article II. (c) If certificates for shares of Company Common Stock are to be issued in a name other than the holder of Converted Shares, it shall be a condition of the issuance thereof that the certificates so surrendered shall be properly endorsed, with signatures guaranteed, and otherwise in proper form for transfer and that such holder shall have paid to Company or its transfer agent any transfer or other taxes required by reason of the issuance of a certificate for shares of Company Common Stock in any name other than that of such holder, or established to the satisfaction of Company or its transfer agent that such tax has been paid or is not payable. (d) No dividends, interest or other distributions with respect to shares of 4Health Common Stock shall be paid to the holder of any unsurrendered Converted Share Certificates unless and until such Converted Share Certificates are surrendered as provided in this Section 2.02. Upon such surrender, 4Health shall pay, without interest, all dividends and other distributions payable in respect of such shares of 4Health Common Stock on a date subsequent to, and in respect of a record date after, the Effective Time. (e) No fractional shares or certificates or scrip evidencing fractional shares of 4Health Company Common Stock shall be issued in the Merger or upon the surrender for exchange of Converted Share Certificatescertificates representing Holdings Common Stock or Holdings Preferred Stock, and such fractional share interests will not entitle the Exchange Ratio holder thereof to any rights of a shareholder of Company. In lieu of any such fractional shares, the holder thereof, upon surrender of such certificate for exchange pursuant to this Article II, shall be appropriately adjusted if necessary so that only whole shares paid an amount in cash (without interest), rounded to the nearest cent, determined by multiplying (i) the closing price for a share of 4Health Company Common Stock are issued on the NASDAQ Stock Market ("NASDAQ") as reported in the Merger Wall Street Journal (Southwestern Edition) on the Closing Date, by (ii) the fractional interest to holders which the holder thereof would otherwise be entitled (after taking into account all Converted Shares held of record by such holder). (e) Company shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any former holder of Converted Share CertificatesShares such amounts as Company (or any affiliate thereof) is required to deduct and withhold with respect to the making of such payment under the Code, or any provision of state, local or foreign tax law. To the extent that amounts are so withheld by Company, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the former holder of the Converted Shares in respect of which such deduction and withholding was made by Company.

Exchange and Surrender of Certificates. (a) Immediately Each Stockholder shall be entitled to receive, upon surrender to Parent or its transfer agent of certificates previously evidencing Converted Shares, as soon as practicable after the Effective TimeClosing Date, 4Health shall deliver to each registered holder of a Converted Share Certificate against delivery by such holder of all of his Converted Share Certificates representing issued and outstanding shares of IN Common Stock a certificate representing that number the Converted Shares so surrendered, registered in the name of whole shares of 4Health Common Stock which such holder has Stockholder. Until so surrendered and exchanged, each certificate previously evidencing Converted Shares shall represent solely the right to receive in exchange for the Converted Share Certificates surrendered pursuant to the provisions of this Article II (after taking into account all Converted Shares then held by such holder), and the Converted Share Certificates so surrendered shall forthwith be canceled. The certificate representing the 4Health Parent Common Stock shall bear a restrictive legend in the form set forth in Exhibit B. Until surrendered as contemplated by this Section 2.02, each Converted Share Certificate shall be deemed at any time after the Effective Time to represent only the 4Health Common Stock into which the Converted Shares represented by such Converted Share Certificate have been converted as provided in this Article IIStock. (b) After All shares of Parent Common Stock issued upon the surrender for exchange of certificates previously representing Converted Shares in accordance with the terms hereof (including any adjustments pursuant to SECTION 2.02(c)) shall be deemed to have been issued in full satisfaction of all rights pertaining to such Converted Shares. At and after the Effective Time, there shall be no further registration of transfers on the stock transfer books of IN the Surviving Corporation of Company Common StockStock that was outstanding immediately prior to the Effective Time. If, after the Effective Time, certificates representing shares of IN Common Stock which previously evidenced Converted Shares are presented to the Surviving CorporationCorporation for any reason, they shall be canceled and exchanged for the Merger Consideration as provided for in this Agreement in accordance with the procedures set forth hereinARTICLE II. (c) Any portion of the Merger Consideration that remains unclaimed by the holders of shares of IN Common Stock, one year after the Effective Time shall be returned to the Surviving Corporation, upon demand, and any such holder who has not exchanged its shares of IN Common Stock in accordance with this Section 2.02 prior to that time shall thereafter look only to the Surviving Corporation for payment of the Merger Consideration in respect of its shares of IN Common Stock. Notwithstanding the foregoing, the Surviving Corporation shall not be liable to any holder of Converted Shares for any amount paid to a public official pursuant to applicable abandoned property, escheat or similar laws. (d) No dividends, interest or other distributions with respect to shares of 4Health Common Stock shall be paid to the holder of any unsurrendered Converted Share Certificates unless and until such Converted Share Certificates are surrendered as provided in this Section 2.02. Upon such surrender, 4Health shall pay, without interest, all dividends and other distributions payable in respect of such shares of 4Health Common Stock on a date subsequent to, and in respect of a record date after, the Effective Time. (e) No fractional shares or certificates or scrip evidencing fractional shares of 4Health Parent Common Stock shall be issued in the Merger or upon the surrender for exchange of Converted Share Certificatescertificates, and such fractional share interests will not entitle the Exchange Ratio owner thereof to any rights as a stockholder of Parent. In lieu of any such fractional shares, the number of shares of Parent Common Stock issuable to any Stockholder in connection with the Merger shall be appropriately adjusted if necessary so that only rounded up to the nearest whole shares of 4Health Common Stock are issued in share. (d) Parent shall be entitled to deduct and withhold from the Merger consideration otherwise payable pursuant to holders this Agreement to any former holder of Converted Share CertificatesShares such amounts as Parent (or any affiliate thereof) is required to deduct and withhold with respect to the making of such payment under the Code, or any provision of state, local or foreign tax law. To the extent that amounts are so withheld by Parent, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the former holder of the Converted Shares in respect of which such deduction and withholding was made by Parent.

Exchange and Surrender of Certificates. (a) Immediately As soon as practicable after the Effective Time, 4Health shall deliver to each registered holder of a certificate previously evidencing Converted Share Certificate against delivery Shares will be entitled, upon surrender thereof to Parent or an exchange agent mutually agreeable to Company and Parent (the "Exchange Agent"), to receive in exchange therefor such holder's pro rata share of the cash portion of the Closing Payment and a certificate or certificates representing such holder's pro rata share of the portion of the Closing Payment to be paid in shares of Parent Common Stock, and will be entitled to such holder's pro rata share of any future Merger Consideration that is payable on future dates, with any certificates to be issued in such denominations and registered in such names as reflected on Schedule 3.05 (as updated by Company immediately prior to the Effective Time) or as such holder of all of his Converted Share Certificates representing issued and outstanding may otherwise request in accordance with Section 2.02(d). No fractional shares of IN Parent Common Stock a will be issued in connection with the Merger. Until so surrendered and exchanged, each certificate representing that number of whole shares of 4Health Common Stock which such holder has previously evidencing Converted Shares will represent solely the right to receive in exchange for the Converted Share Certificates Merger Consideration that the holder thereof is entitled to receive under this Agreement. Unless and until any such certificates are so surrendered pursuant and exchanged, no dividends or other distributions payable to the provisions holders of this Article II (after taking into account all Converted Shares then held by such holder), and the Converted Share Certificates so surrendered shall forthwith be canceled. The certificate representing the 4Health record of Parent Common Stock shall bear a restrictive legend in the form set forth in Exhibit B. Until surrendered as contemplated by this Section 2.02, each Converted Share Certificate shall be deemed at of any time on or after the Effective Time to represent only the 4Health Common Stock into which the Converted Shares represented by such Converted Share Certificate have been converted as provided in this Article II. (b) After the Effective Time, there shall will be no further registration of transfers of IN Common Stock. If, after the Effective Time, certificates representing shares of IN Common Stock are presented paid to the Surviving Corporationholders of such certificates previously evidencing Converted Shares. Upon such surrender and exchange of such certificates, they shall such holders will be canceled and exchanged for paid, with respect to the Merger Consideration provided for in this Agreement in accordance with the procedures set forth herein. (c) Any portion of the Merger Consideration that remains unclaimed by the holders of shares of IN Closing Payment to be paid in Parent Common Stock, one year (i) the amount, without interest thereon, of dividends and other distributions, if any, with a record date on or after the Effective Time shall be returned previously paid with respect to the Surviving Corporation, upon demandsuch whole shares of Parent Common Stock, and any (ii) at the appropriate payment date, the amount of dividends or other distributions, if any, with a record date on or after the Effective Time but prior to surrender and a payment date occurring after surrender, payable with respect to such holder who has not exchanged its whole shares of IN Common Stock in accordance with this Section 2.02 prior to that time shall thereafter look only to the Surviving Corporation for payment of the Merger Consideration in respect of its shares of IN Parent Common Stock. Notwithstanding Except as otherwise provided by applicable law, neither any party to this Agreement nor the foregoing, the Surviving Corporation shall not Exchange Agent will be liable to any former holder of Converted Shares for any amount paid cash, Parent Common Stock or dividends or distributions thereon delivered to a public official pursuant to applicable abandoned property, escheat or similar lawslaw. Parent will pay all fees and expenses of the Exchange Agent. (b) The cash portion of the Closing Payment, and all shares of Parent Common Stock representing the portion of the Closing Payment to be paid in Parent Common Stock, in each case paid or issued upon the surrender for exchange of certificates previously evidencing Converted Shares, together with the rights to receive any future Merger Consideration, all in accordance with the terms of this Agreement, will be deemed to have been paid or issued in full satisfaction of all rights pertaining to such Converted Shares. At and after the Effective Time, there will be no registration of transfers on the stock transfer books of the Surviving Corporation of Company Common Stock that was outstanding immediately prior to the Effective Time. If, after the Effective Time, certificates previously evidencing Converted Shares are presented to the Surviving Corporation for any reason, they will be canceled and exchanged as provided in this Article II. (c) As promptly as practicable, and in no event more than five business days after the Effective Time, Parent will send or cause the Exchange Agent to send to each record holder of Company Common Stock at the Effective Time a letter of transmittal or other appropriate materials for use in surrendering certificates as contemplated by this Agreement. (d) No dividendsIf any certificate for shares of Parent Common Stock is to be issued in a name other than that in which the certificate surrendered in exchange for Merger Consideration is registered, interest the certificate so surrendered must be properly endorsed, with signatures guaranteed, and otherwise in proper form for transfer before the certificate for shares of Parent Common Stock will be issued, and the person requesting such exchange must have paid to Parent or the Exchange Agent any transfer or other distributions with respect to taxes required by reason of the issuance of a certificate for shares of 4Health Parent Common Stock shall be paid in any name other than that of the registered holder of the certificate surrendered, or established to the holder reasonable satisfaction of any unsurrendered Converted Share Certificates unless and until Parent or the Exchange Agent that such Converted Share Certificates are surrendered as provided in this Section 2.02. Upon such surrender, 4Health shall pay, without interest, all dividends and other distributions payable in respect of such shares of 4Health Common Stock on a date subsequent to, and in respect of a record date after, the Effective Timetax has been paid or is not payable. (e) No fractional shares or certificates or scrip evidencing fractional shares of 4Health Parent Common Stock shall will be issued in the Merger or upon the surrender for exchange of certificates previously evidencing Converted Share CertificatesShares, and such fractional share interests will not entitle their owner to any rights of a shareholder of Parent. The portion of the Exchange Ratio shall Merger Consideration to be appropriately adjusted if necessary so that only paid in Parent Common Stock will be paid in whole shares of 4Health Parent Common Stock are issued in Stock, rounded up or down to the Merger nearest whole share. (f) Parent is entitled to holders deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any former holder of Converted Share CertificatesShares such amounts as Parent (or any affiliate thereof) is required to deduct and withhold with respect to the making of such payment under the Code, or any provision of state, local or foreign tax law. To the extent that amounts are so withheld by Parent, such withheld amounts will be treated for all purposes of this Agreement as having been paid to the former holder of the Converted Shares in respect of which such deduction and withholding was made by Parent.

Exchange and Surrender of Certificates. (a1) Immediately after At the Effective TimeClosing, 4Health IN shall deliver to each registered holder of a Converted Share Certificate against delivery by such holder of all of his Converted Share Certificates representing issued and outstanding shares of IN HVE Common Stock a certificate representing that number of whole shares of 4Health IN Common Stock which such holder has the right to receive in exchange for the Converted Share Certificates surrendered pursuant to the provisions of this Article II (after taking into account all Converted Shares then held by such holder), and the Converted Share Certificates so surrendered shall forthwith be canceled. The certificate representing the 4Health IN Common Stock shall bear a restrictive legend in the form set forth in Exhibit B. Until surrendered as contemplated by this Section 2.022.04, each Converted Share Certificate shall be deemed at any time after the Effective Time to represent only the 4Health IN Common Stock into which the Converted Shares represented by such Converted Share Certificate have been converted as provided in this Article II. (b2) After the Effective Time, there shall be no further registration of transfers of IN HVE Common Stock. If, after the Effective Time, certificates representing shares of IN HVE Common Stock are presented to the Surviving Corporation, they shall be canceled and exchanged for the Merger Consideration provided for in this Agreement in accordance with the procedures set forth herein. (c3) Any portion of the Merger Consideration that remains unclaimed by the holders of shares of IN HVE Common Stock, one year after the Effective Time shall be returned to the Surviving Corporation, upon demand, and any such holder who has not exchanged its his shares of IN HVE Common Stock in accordance with this Section 2.02 2.04 prior to that time shall thereafter look only to the Surviving Corporation for payment of the Merger Consideration in respect of its his shares of IN HVE Common Stock. Notwithstanding the foregoing, the Surviving Corporation shall not be liable to any holder of Converted Shares for any amount paid to a public official pursuant to applicable abandoned property, escheat or similar laws. (d4) No dividends, interest or other distributions with respect to shares of 4Health IN Common Stock shall be paid to the holder of any unsurrendered Converted Share Certificates unless and until such Converted Share Certificates are surrendered as provided in this Section 2.022.04. Upon such surrender, 4Health IN shall pay, without interest, all dividends and other distributions payable in respect of such shares of 4Health IN Common Stock on a date subsequent to, and in respect of a record date after, the Effective Time. (e) No fractional shares or certificates or scrip evidencing fractional shares of 4Health Common Stock shall be issued in the Merger or upon the surrender for exchange of Converted Share Certificates, and the Exchange Ratio shall be appropriately adjusted if necessary so that only whole shares of 4Health Common Stock are issued in the Merger to holders of Converted Share Certificates.

Exchange and Surrender of Certificates. (a) Immediately Prior to the Effective Time, Xxxxx shall appoint Computershare Trust Company, Inc. or another or additional agent reasonably acceptable to Carpatsky (the "Exchange Agent") for the purpose of exchanging Converted Share Certificates for the Merger Consideration. Xxxxx will make available to the Exchange Agent, as needed, the Merger Consideration to be paid in respect of the Converted Shares. Promptly after the Effective Time, 4Health shall deliver Xxxxx will send, or will cause the Exchange Agent to send, to each registered holder of record at the Effective Time of Carpatsky Common Stock a Converted Share Certificate against letter of transmittal for use in such exchange (which shall specify that the delivery by shall be effected, and risk of loss and title shall pass, only upon proper delivery of the Canceled Certificates to the Exchange Agent) in such holder form as Carpatsky and Xxxxx may reasonably agree, for use in effecting delivery of all of his Converted Share Certificates representing issued and outstanding shares to the Exchange Agent. (b) Each holder of IN Carpatsky Common Stock and Carpatsky Preferred Stock that has been converted into a certificate representing that number of whole shares of 4Health Common Stock which such holder has the right to receive in exchange for the Converted Share Certificates surrendered pursuant Merger Consideration, upon surrender to the provisions Exchange Agent of this Article II (after taking into account all Converted Shares then held by such holder)a Canceled Share Certificate, and together with a properly completed letter of transmittal, will be entitled to receive the Converted Share Certificates so surrendered shall forthwith be canceled. The certificate representing the 4Health Common Stock shall bear a restrictive legend Merger Consideration in the form set forth in Exhibit B. Until surrendered as contemplated by this Section 2.02, each Converted Share Certificate shall be deemed at any time after the Effective Time to represent only the 4Health Common Stock into which respect of the Converted Shares represented by such Converted Certificate. Until so surrendered, each such Canceled Share Certificate have been converted as provided in this Article IIshall, after the Effective Time, represent for all purposes only the right to receive such Merger Consideration. (bc) If any portion of the Merger Consideration is to be paid to a Person other than the Person in whose name the Canceled Certificate is registered, it shall be a condition to such payment that the Canceled Certificate so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that the Person requesting such payment shall pay to the Exchange Agent any transfer or other taxes required as a result of such payment to a Person other than the registered holder of such Canceled Certificate or establish to the satisfaction of the Exchange Agent that such tax has been paid or is not payable. (d) After the Effective Time, there shall be no further registration of transfers of IN Carpatsky Common Stock. If, after the Effective Time, certificates representing shares of IN Common Stock Canceled Certificates are presented to the Surviving Corporation, they shall be canceled and exchanged for the Merger Consideration consideration provided for in this Agreement for, and in accordance with the procedures set forth hereinforth, in this Section 2.02. (ce) Any portion of the Merger Consideration made available to the Exchange Agent pursuant to Section 2.02(a) that remains unclaimed by the holders of shares of IN Common Stock, Converted Shares one year after the Effective Time shall be returned to the Surviving CorporationXxxxx, upon demand, and any such holder who has not exchanged its shares of IN Common Stock his Converted Shares for the Merger Consideration in accordance with this Section 2.02 prior to that time shall thereafter look only to the Surviving Corporation Xxxxx for payment of the Merger Consideration in respect of its shares of IN Common Stockhis Converted Shares. Notwithstanding the foregoing, the Surviving Corporation Xxxxx shall not be liable to any holder of Converted Shares for any amount paid to a public official pursuant to applicable abandoned propertyproperty laws. Any amounts remaining unclaimed by holders of Converted Shares three years after the Effective Time (or such earlier date immediately prior to such time as such amounts would otherwise escheat to or become property of any governmental entity) shall, escheat to the extent permitted by applicable law, become the property of Xxxxx free and clear of any claims or similar lawsinterest of any Person previously entitled thereto. (df) No dividends, interest dividends or other distributions with respect to shares of 4Health Xxxxx Common Stock issued in the Merger shall be paid to the holder of any unsurrendered Converted Canceled Share Certificates unless and until such Converted Canceled Share Certificates are surrendered as provided in this Section 2.02Section. Upon Subject to the effect of applicable laws, following such surrender, 4Health there shall paybe paid, without interest, to the record holder of the Xxxxx Common Stock, issued in exchange therefor (i) at the time of such surrender, all dividends and other distributions payable in respect of such shares of 4Health Xxxxx Common Stock with a record date after the Effective Time and a payment date on or prior to the date of such surrender and not previously paid and (ii) at the appropriate payment date, the dividends or other distributions payable with respect to such Xxxxx Common Stock with a record date after the Effective Time but with a payment date subsequent to, and to such surrender. For purposes of dividends or other distributions in respect of a record date afterXxxxx Common Stock, all Xxxxx Common Stock to be issued pursuant to the Merger (but not options unless actually exercised at the Effective Time) shall be entitled to dividends pursuant to the immediately preceding sentence as if issued and outstanding as of the Effective Time. (eg) No fractional shares or certificates or scrip evidencing fractional shares of 4Health Xxxxx Common Stock shall be issued in the Merger or upon the surrender for exchange of Converted Share Certificates, and such fractional share interests shall not entitle the Exchange Ratio owner thereof to any rights as a stockholder of Xxxxx. In lieu of any such fractional interests, each holder of a Converted Share Certificate shall, upon surrender of such certificate for exchange pursuant to this Article II, be paid an amount in cash (without interest), rounded to the nearest cent, determined by multiplying the last sale price of the Xxxxx Common Stock in the Over-the-Counter market prior to the Closing Date by the fractional share of Xxxxx Common Stock to which such holder would otherwise be entitled (after taking into account all Converted Shares held of record by such holder at the Effective Time). (h) Xxxxx shall be appropriately adjusted if necessary entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any former holder of Carpatsky Common or Xxxxx Preferred Stock such amounts as Xxxxx (or any affiliate thereof) is required to deduct and withhold with respect to the making of such payment under the Code, or any provision of state, local or foreign tax law. To the extent that amounts are so that only whole withheld by Xxxxx, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the former holder of the Carpatsky Common or Xxxxx Preferred Stock in respect of which such deduction and withholding was made. In the event the amount withheld is insufficient so to satisfy the withholding obligations of Xxxxx, (or any affiliate thereof), such former stockholder shall reimburse Xxxxx (or such affiliate), at its request, the amount of any such insufficiency. (i) At the Closing, Xxxxx shall deliver to Bellwether Exploration Company a certificate representing the number of shares of 4Health Common Xxxxx Preferred Stock are to which Bellwether is entitled, such certificate to be executed and otherwise in such form as to comply with the requirements of Nevada law and the Xxxxx Articles of Incorporation and bylaws for certificates representing duly authorized, validly issued in the Merger to holders fully paid and non-assessable shares of Converted Share Certificatesits preferred stock.

Exchange and Surrender of Certificates. (a) Immediately As soon as practicable after the Effective Time, 4Health each record holder of certificates previously evidencing Converted Shares will be entitled to receive, and Parent shall deliver cause the Exchange Agent (as defined in Section 2.03(e) below) to issue and pay, as applicable, to each registered such record holder of a Converted Share Certificate against delivery by or to such persons as such holder may request upon surrender of all of his Converted Share Certificates representing issued and outstanding shares of IN Common Stock such certificates to the Exchange Agent, (i) a certificate or certificates representing that the number of whole shares of 4Health Common Stock which such holder has the right to receive in exchange for the Converted Share Certificates surrendered pursuant to the provisions of this Article II (after taking into account all Converted Shares then held by such holder), and the Converted Share Certificates so surrendered shall forthwith be canceled. The certificate representing the 4Health Common Stock shall bear a restrictive legend in the form set forth in Exhibit B. Until surrendered as contemplated by this Section 2.02, each Converted Share Certificate shall be deemed at any time after the Effective Time to represent only the 4Health Parent Common Stock into which the Converted Shares represented by such Converted Share Certificate so surrendered will have been converted as aforesaid, in such denominations and registered in such names as such holder may request, and (ii) the Cash Consideration into which the Converted Shares so surrendered will have been converted. If such holder would otherwise be entitled to fractional shares of Parent Common Stock, such holder will upon surrender of the certificates representing such shares held as aforesaid, be paid an amount in cash in accordance with the provisions of Section 2.03(c). Until so surrendered and exchanged, each certificate previously evidencing Converted Shares will represent solely the right to receive the Merger Consideration and cash in lieu of fractional shares. Unless and until any such certificates will be so surrendered and exchanged, no dividends or other distributions payable to the holders of record of Parent Common Stock as of any time on or after the Effective Time will be paid to the holders of record of Converted Shares; provided, however, that Parent will deposit with the Exchange Agent any such dividends or other distributions payable with respect to the Parent Common Stock represented by any unsurrendered certificates evidencing Converted Shares, and upon any such surrender and exchange of such certificates, Parent will cause the Exchange Agent to pay to the holders of record of Converted Shares (i) the amount, without interest thereon, of dividends and other distributions, if any, with a record date on or after the Effective Time theretofore paid with respect to such whole shares of Parent Common Stock, and (ii) at the appropriate payment date, the amount of dividends or other distributions, if any, with a record date on or after the Effective Time but prior to surrender and a payment date occurring after surrender, payable with respect to such whole shares of Parent Common Stock. (b) All shares of Parent Common Stock issued and all Cash Consideration paid upon the surrender for exchange of certificates previously representing Converted Shares in accordance with the terms hereof (including any cash paid pursuant to Section 2.03(c)) will be deemed to have been issued in full satisfaction of all rights pertaining to such Converted Shares. At and after the Effective Time, there will be no further registration of transfers on the stock transfer books of the Surviving Corporation of Company Common Stock that was outstanding immediately prior to the Effective Time. If, after the Effective Time, certificates that previously evidenced Converted Shares are presented to the Surviving Corporation for any reason, they will be canceled and exchanged as provided in this Article II. (b) After the Effective Time, there shall be no further registration of transfers of IN Common Stock. If, after the Effective Time, certificates representing shares of IN Common Stock are presented to the Surviving Corporation, they shall be canceled and exchanged for the Merger Consideration provided for in this Agreement in accordance with the procedures set forth herein. (c) Any portion of the Merger Consideration that remains unclaimed by the holders of shares of IN Common Stock, one year after the Effective Time shall be returned to the Surviving Corporation, upon demand, and any such holder who has not exchanged its shares of IN Common Stock in accordance with this Section 2.02 prior to that time shall thereafter look only to the Surviving Corporation for payment of the Merger Consideration in respect of its shares of IN Common Stock. Notwithstanding the foregoing, the Surviving Corporation shall not be liable to any holder of Converted Shares for any amount paid to a public official pursuant to applicable abandoned property, escheat or similar laws. (d) No dividends, interest or other distributions with respect to shares of 4Health Common Stock shall be paid to the holder of any unsurrendered Converted Share Certificates unless and until such Converted Share Certificates are surrendered as provided in this Section 2.02. Upon such surrender, 4Health shall pay, without interest, all dividends and other distributions payable in respect of such shares of 4Health Common Stock on a date subsequent to, and in respect of a record date after, the Effective Time. (e) No fractional shares or certificates or scrip evidencing fractional shares of 4Health Parent Common Stock shall will be issued in the Merger or upon the surrender for exchange of certificates, and such fractional share interests will not entitle the owner thereof to any rights of a stockholder of Parent. In lieu of any such fractional shares, Parent will cause the Exchange Agent to pay to the owner thereof, upon surrender of such certificate for exchange pursuant to this Article II, an amount in cash (without interest), rounded to the nearest cent, determined by multiplying (i) the Closing Price by (ii) the fractional interest to which the owner thereof would otherwise be entitled (after taking into account all Converted Share Shares held of record by such owner and all full shares of Parent Common Stock issued in respect thereof). (d) Parent will be entitled to cause the Exchange Agent to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any former holder of Converted Shares such amounts as Parent (or any affiliate thereof) is required to deduct and withhold with respect to the making of such payment under the Code, or any provision of state, local or foreign tax law. To the extent that amounts are so withheld, such withheld amounts will be treated for all purposes of this Agreement as having been paid to the former holder of the Converted Shares in respect of which such deduction and withholding was made by Parent. (e) At or prior to the Effective Time, Merger Sub will appoint a bank or trust company reasonably acceptable to the Company as agent for the holders of Converted Shares (the "Exchange Agent") to receive and disburse the Merger Consideration to which holders of Converted Shares become entitled pursuant to Section 2.01. At the Effective Time, Merger Sub or Parent will provide the Exchange Agent with sufficient shares of Parent Common Stock and sufficient cash to allow the Merger Consideration to be paid by the Exchange Agent for each share of Company Common Stock then entitled to receive the Merger Consideration (collectively, the "Payment Fund"). (f) Promptly after the Effective Time, Merger Sub or Parent will cause the Exchange Agent to mail to each record holder of a certificate or certificates that immediately prior to the Effective Time represented Converted Shares (the "Certificates"), a form of letter of transmittal (which will specify that delivery will be effected, and risk of loss and title to the Certificates will pass, only upon proper delivery of the Certificates to the Exchange Agent) and instructions for use in effecting the surrender of the Certificates for payment. (i) Upon surrender to the Exchange Agent of a Certificate, together with such letter of transmittal duly executed and completed in accordance with its instructions and such other documents as may be requested, the holder of such Certificate will be entitled to receive in exchange for such Certificate, subject to any required withholding of taxes, the Merger Consideration and such Certificate will forthwith be canceled. No interest will be paid or accrued on the Merger Consideration upon the surrender of the Certificates. (ii) If payment or delivery is to be made to a person other than the person in whose name the Certificate surrendered is registered, it will be a condition of payment and delivery that the Certificate so surrendered be properly endorsed, with signature properly guaranteed, or otherwise be in proper form for transfer and that the person requesting such payment and delivery pay any transfer or other taxes required by reason of the payment or delivery to a person other than the registered holder of the Certificate surrendered or establish to the satisfaction of the Surviving Corporation that such tax has been paid or is not applicable. (iii) Subject to Section 2.01(d), until surrendered in accordance with the provisions of this Section 2.03, each Certificate (other than Certificates held by persons referred to in Sections 2.01(d)(i) and 2.01(d)(ii)) will represent for all purposes only the right to receive the applicable Merger Consideration, without interest and subject to any required withholding of taxes. (g) Promptly following the date that is one year after the Effective Time, the Exchange Agent will return to the Surviving Corporation all cash, certificates and other property in its possession that constitute any portion of the Payment Fund, and the duties of the Exchange Ratio Agent will terminate. Thereafter, each holder of a Certificate formerly representing a share of (h) Parent and the Company shall be appropriately adjusted if necessary so that only whole shares of 4Health Common Stock are issued cooperate in the preparation, execution and filing of all returns, applications or other documents regarding any transfer, stamp, recording, documentary or other taxes and any other fees and similar taxes which become payable in connection with the Merger other than (i) transfer and stamp taxes payable in respect of transfers pursuant to Section 2.03(f)(ii) and (ii) income or similar taxes payable by the stockholders of the Company (collectively, "Transfer Taxes"). From and after the Effective Time, Parent shall pay or cause to be paid, without deduction or withholding from any amounts payable to the holders of Converted Share CertificatesCompany Common Stock, all Transfer Taxes.

Exchange and Surrender of Certificates. (a) Immediately As soon as practicable after the Effective Time, 4Health shall deliver to each registered holder of a Converted Share Certificate against delivery by such holder of all of his Converted Share Certificates representing issued and outstanding shares of IN certificate previously evidencing Company Common Stock a will be entitled, upon surrender of such certificate representing that number of whole shares of 4Health Common Stock which such holder has the right to Telscape or its transfer agent, to receive in exchange for such certificate, a certificate or certificates representing the Converted Share Certificates number of the whole shares of Telscape Common Stock so surrendered pursuant to have been converted as described in Section 1.3, in such denominations and registered in such names as such holder may request consistent with the provisions of this Article II (after taking into account all Converted Shares then held by such holder), and the Converted Share Certificates Agreement. Until so surrendered shall forthwith be canceled. The and exchanged, each certificate representing the 4Health previously evidencing Company Common Stock shall bear a restrictive legend in will represent solely the form set forth in Exhibit B. Until right to receive the whole shares of Telscape Common Stock. Unless and until any such certificates are so surrendered and exchanged, no dividends or other distributions payable to the holders of record of Telscape Common Stock as contemplated by this Section 2.02, each Converted Share Certificate shall be deemed at of any time on or after the Effective Time will be paid to represent only the 4Health Common Stock into which the Converted Shares represented by such Converted Share Certificate have been converted as provided in this Article II. (b) After the Effective Time, there shall be no further registration of transfers of IN Common Stock. If, after the Effective Time, certificates representing shares of IN Common Stock are presented to the Surviving Corporation, they shall be canceled and exchanged for the Merger Consideration provided for in this Agreement in accordance with the procedures set forth herein. (c) Any portion of the Merger Consideration that remains unclaimed by the holders of shares of IN such certificates previously evidencing Company Common Stock; provided, one year however, that upon any such surrender and exchange of such certificates, there will be paid to the record holders of the certificates issued and exchanged therefor (i) the amount, without interest, of dividends and other distributions, if any, with a record date on or after the Effective Time shall be returned theretofore paid with respect to the Surviving Corporation, upon demand, and any such holder who has not exchanged its whole shares of IN Telscape Common Stock in accordance Stock; and (ii) at the appropriate payment date, the amount of dividends or other distributions or payments, if any, with this Section 2.02 a record date on or after the Effective Time but prior to that time shall thereafter look only surrender and a payment date occurring after surrender, payable with respect to the Surviving Corporation for payment of the Merger Consideration in respect of its such whole shares of IN Telscape Common Stock. Notwithstanding the foregoing, the Surviving Corporation shall not no party to this Agreement (or Telscape's transfer agent) will be liable to any former holder of Converted Shares Company Common Stock for any amount paid cash, Telscape Common Stock, or dividends or distributions delivered to a public official pursuant to applicable abandoned property, escheat escheat, or similar lawslaw. (db) No dividends, interest or other distributions with respect to shares All of 4Health the Telscape Common Stock shall be paid to the holder of any unsurrendered Converted Share Certificates unless and until such Converted Share Certificates are surrendered as provided in this Section 2.02. Upon such surrender, 4Health shall pay, without interest, all dividends and other distributions payable in respect of such shares of 4Health Common Stock on a date subsequent to, and in respect of a record date after, the Effective Time. (e) No fractional shares or certificates or scrip evidencing fractional shares of 4Health Common Stock shall be issued in the Merger or upon the surrender for exchange of Converted Share Certificatescertificates previously representing Company Common Stock in accordance with the terms of this Agreement will be deemed to have been issued in full satisfaction of all rights pertaining to such Company Common Stock. At and after the Effective Time, and there will be no further registration of transfers on the Exchange Ratio shall be appropriately adjusted if necessary so stock transfer books of the Surviving Corporation of Company Common Stock that only whole shares of 4Health was outstanding immediately prior to the Effective Time. If, after the Effective Time, certificates that previously evidenced Company Common Stock are issued presented to the Surviving Corporation for any reason, they will be cancelled and exchanged as provided in the Merger to holders of Converted Share Certificates.this Article I.

Exchange and Surrender of Certificates. (a) Immediately Subject to the Indemnity Holdback as described in Section 7.05, each Stockholder shall be entitled to receive, upon surrender to Buyer or its transfer agent of certificates previously evidencing Converted Shares, as soon as practicable after the Effective TimeClosing Date, 4Health shall deliver to each registered holder of a Converted Share Certificate against delivery by such holder of all of his Converted Share Certificates representing issued and outstanding shares of IN Common Stock a certificate representing that number the Converted Shares so surrendered, registered in the name of whole shares of 4Health Common Stock which such holder has Stockholder. Until so surrendered and exchanged, each certificate previously evidencing Converted Shares shall represent solely the right to receive in exchange for the Converted Share Certificates surrendered pursuant to the provisions of this Article II (after taking into account all Converted Shares then held by such holder), and the Converted Share Certificates so surrendered shall forthwith be canceled. The certificate representing the 4Health Buyer Common Stock shall bear a restrictive legend in the form set forth in Exhibit B. Until surrendered as contemplated by this Section 2.02, each Converted Share Certificate shall be deemed at any time after the Effective Time to represent only the 4Health Common Stock into which the Converted Shares represented by such Converted Share Certificate have been converted as provided in this Article IIStock. (b) After All shares of Buyer Common Stock issued upon the surrender for exchange of certificates previously representing Converted Shares in accordance with the terms hereof (including any adjustments pursuant to Section 2.02(c)) shall be deemed to have been issued in full satisfaction of all rights pertaining to such Converted Shares. At and after the Effective Time, there shall be no further registration of transfers on the transfer books of IN the Surviving Corporation of Company Common StockStock that was outstanding immediately prior to the Effective Time. If, after the Effective Time, certificates representing shares of IN Common Stock which previously evidenced Converted Shares are presented to the Surviving CorporationCorporation for any reason, they shall be canceled and exchanged for the Merger Consideration as provided for in this Agreement in accordance with the procedures set forth hereinArticle II. (c) Any portion No certificates or scrip evidencing fractional shares of Buyer Common Stock shall be issued upon the Merger Consideration that remains unclaimed by surrender for exchange of certificates, and such fractional share interests will not entitle the holders owner thereof to any rights as a stockholder of Buyer. In lieu of any such fractional shares, the number of shares of IN Buyer Common Stock, one year after Stock issuable to any Stockholder in connection with the Effective Time Merger shall be returned rounded up to the Surviving Corporation, upon demand, and any such holder who has not exchanged its shares of IN Common Stock in accordance with this Section 2.02 prior to that time shall thereafter look only to the Surviving Corporation for payment of the Merger Consideration in respect of its shares of IN Common Stock. Notwithstanding the foregoing, the Surviving Corporation shall not be liable to any holder of Converted Shares for any amount paid to a public official pursuant to applicable abandoned property, escheat or similar lawsnearest whole share. (d) No dividendsThe Conversion Ratio shall be adjusted to reflect fully the effect of any split, interest reverse split, dividend (including any dividend or distribution of securities convertible into Buyer Common Stock or Company Common Stock), reorganization, recapitalization or other distributions like change with respect to shares of 4Health Buyer Common Stock shall be paid to the holder of any unsurrendered Converted Share Certificates unless and until such Converted Share Certificates are surrendered as provided in this Section 2.02. Upon such surrender, 4Health shall pay, without interest, all dividends and other distributions payable in respect of such shares of 4Health or Company Common Stock on a occurring after the date subsequent to, of this Agreement and in respect of a record date after, prior to the Effective Time. (e) No fractional shares or certificates or scrip evidencing fractional shares of 4Health Common Stock Buyer shall be issued in entitled to deduct and withhold from the Merger or upon the surrender for exchange consideration otherwise payable pursuant to this Agreement to any former holder of Converted Share CertificatesShares such amounts as Buyer (or any affiliate thereof) is required to deduct and withhold with respect to the making of such payment under the Code, and or any provision of state, local or foreign tax law. To the Exchange Ratio extent that amounts are so withheld by Buyer, such withheld amounts shall be appropriately adjusted if necessary so that only whole shares treated for all purposes of 4Health Common Stock are issued this Agreement as having been paid to the former holder of the Converted Shares in the Merger to holders respect of Converted Share Certificateswhich such deduction and withholding was made by Buyer.

Exchange and Surrender of Certificates. (a) Immediately Each Stockholder shall be entitled to receive, upon surrender to Buyer or its transfer agent of certificates previously evidencing Converted Shares, as soon as practicable after the Effective TimeClosing Date, 4Health shall deliver to each registered holder of a Converted Share Certificate against delivery by such holder of all of his Converted Share Certificates representing issued and outstanding shares of IN Common Stock a certificate representing that number the Converted Shares so surrendered, registered in the name of whole shares of 4Health Common Stock which such holder has Stockholder. Until so surrendered and exchanged, each certificate previously evidencing Converted Shares shall represent solely the right to receive in exchange for the Converted Share Certificates surrendered pursuant to the provisions of this Article II (after taking into account all Converted Shares then held by such holder), and the Converted Share Certificates so surrendered shall forthwith be canceled. The certificate representing the 4Health Buyer Common Stock shall bear a restrictive legend in the form set forth in Exhibit B. Until surrendered as contemplated by this Section 2.02, each Converted Share Certificate shall be deemed at any time after the Effective Time to represent only the 4Health Common Stock into which the Converted Shares represented by such Converted Share Certificate have been converted as provided in this Article IIStock. (b) After All shares of Buyer Common Stock issued upon the surrender for exchange of certificates previously representing Converted Shares in accordance with the terms hereof (including any adjustments pursuant to Section 2.02(c)) shall be deemed to have been issued in full satisfaction of all rights pertaining to such Converted Shares. At and after the Effective Time, there shall be no further registration of transfers on the stock transfer books of IN the Surviving Corporation of Company Common StockStock that was outstanding immediately prior to the Effective Time. If, after the Effective Time, certificates representing shares of IN Common Stock which previously evidenced Converted Shares are presented to the Surviving CorporationCorporation for any reason, they shall be canceled and exchanged for the Merger Consideration as provided for in this Agreement in accordance with the procedures set forth hereinArticle II. (c) Any portion of the Merger Consideration that remains unclaimed by the holders of shares of IN Common Stock, one year after the Effective Time shall be returned to the Surviving Corporation, upon demand, and any such holder who has not exchanged its shares of IN Common Stock in accordance with this Section 2.02 prior to that time shall thereafter look only to the Surviving Corporation for payment of the Merger Consideration in respect of its shares of IN Common Stock. Notwithstanding the foregoing, the Surviving Corporation shall not be liable to any holder of Converted Shares for any amount paid to a public official pursuant to applicable abandoned property, escheat or similar laws. (d) No dividends, interest or other distributions with respect to shares of 4Health Common Stock shall be paid to the holder of any unsurrendered Converted Share Certificates unless and until such Converted Share Certificates are surrendered as provided in this Section 2.02. Upon such surrender, 4Health shall pay, without interest, all dividends and other distributions payable in respect of such shares of 4Health Common Stock on a date subsequent to, and in respect of a record date after, the Effective Time. (e) No fractional shares or certificates or scrip evidencing fractional shares of 4Health Buyer Common Stock shall be issued in the Merger or upon the surrender for exchange of Converted Share Certificatescertificates, and such fractional share interests will not entitle the Exchange Ratio owner thereof to any rights as a stockholder of Buyer. In lieu of any such fractional shares, the number of shares of Buyer Common Stock issuable to any Stockholder in connection with the Merger shall be appropriately adjusted if necessary so that only rounded to the nearest whole shares of 4Health Common Stock are issued in the Merger to holders of Converted Share Certificatesshare.

Exchange and Surrender of Certificates. (a) Immediately Subject to Section 2.04, as soon as practicable after the Effective Time, 4Health shall deliver to each registered holder of a Converted Share Certificate against delivery by such holder shall be entitled, upon surrender of all the Certificate to Buyer or its transfer agent (as specified in the letter of his Converted Share Certificates representing issued and outstanding shares of IN Common Stock transmittal described in Section 2.02(c)), to receive in exchange therefor a certificate or certificates representing that the number of whole shares of 4Health Buyer Common Stock which that such holder has the a right to receive in exchange accordance with Section 2.01(a) (less the shares of Buyer Common Stock that will be issued and deposited with the Escrow Agent for the Converted Share Certificates surrendered pursuant account of such person as Escrow Shares), certain dividends and other distributions to the provisions of this Article II (after taking into account all Converted Shares then held by such holder), and the Converted Share Certificates so surrendered shall forthwith be canceled. The certificate representing the 4Health Common Stock shall bear a restrictive legend in the form set forth in Exhibit B. Until surrendered as contemplated by this Section 2.02, each Converted Share Certificate shall be deemed at any time after the Effective Time to represent only the 4Health Common Stock into which the Converted Shares represented by such Converted Share Certificate have been converted as extent provided in this Article II. (bSection 2.02(a) After the Effective Time, there shall be no further registration and a cash payment in lieu of transfers fractional shares of IN Buyer Common Stock. If, after the Effective Timeif any, certificates representing shares of IN Common Stock are presented to the Surviving Corporation, they shall be canceled and exchanged for the Merger Consideration provided for in this Agreement in accordance with the procedures set forth herein. (c) Any portion of the Merger Consideration that remains unclaimed by Section 2.02(e). Unless and until any such Certificates shall be so surrendered and exchanged, no dividends or other distributions payable to the holders of shares record of IN Buyer Common Stock, one year after Stock as of any time subsequent to the Effective Time shall be returned paid to the Surviving Corporationholders of such Certificates. Upon the surrender and exchange of such Certificates, upon demandhowever, there shall be paid to the record holders of such Certificates the amount of dividends and any other distributions, if any, which as of a record date on or after the Effective Time and prior to such holder who has not exchanged its surrender shall have become payable with respect to such whole shares of IN Common Stock in accordance with this Section 2.02 prior to that time shall thereafter look only to the Surviving Corporation for payment of the Merger Consideration in respect of its shares of IN Buyer Common Stock. Notwithstanding the foregoing, the Surviving Corporation No party hereto (or Buyer's transfer agent) shall not be liable to any former holder of Converted Shares Units for any amount paid cash, Buyer Common Stock or dividends or other distributions thereon delivered to a public official pursuant to applicable abandoned property, escheat or similar lawsLaw. (b) All shares of Buyer Common Stock issued upon the surrender for exchange of Certificates in accordance with the terms hereof including any cash paid in accordance with Section 2.02(e) shall be deemed to have been issued and paid in full satisfaction of all rights pertaining to such Converted Units. (c) As promptly as practicable after the Effective Time, Buyer will send or cause to be sent to each record holder of the Company Membership Units at the Effective Time a letter of transmittal and other appropriate materials for use in surrendering Certificates as contemplated by Section 2.02(a). Such letter of transmittal shall be executed and delivered to Buyer and shall specify that, by surrendering such Certificate, subject only to such holder's receipt of the Merger Consideration and any dividends or other distributions to which such holder is entitled to receive pursuant to Section 2.02(a), such holder shall be deemed to have waived all rights and claims and to have released and discharged Buyer, Merger Sub, the Company and their respective officers, directors, management committee members and affiliates from any and all claims and liabilities whatsoever, whether known or unknown, both at Law and in equity, arising out of any matter, cause or event occurring contemporaneously with or prior to the Effective Time, that such holder would otherwise be entitled to assert against such persons solely by virtue of being or having been a member of the Company, other than such holders right to receive Escrow Shares pursuant to the terms and conditions contained herein and any other rights that may arise pursuant to this Agreement. (d) No dividendsIf any certificate for shares of Buyer Common Stock is to be issued in a name other than that in which the Certificate surrendered in exchange therefor is registered, interest it shall be a condition of the issuance thereof that the Certificate so surrendered shall be properly endorsed, with signatures guaranteed, and otherwise in proper form for transfer and that the person requesting such exchange shall have paid to Buyer or its transfer agent any transfer or other distributions with respect to Taxes required by reason of the issuance of a certificate for shares of 4Health Buyer Common Stock shall be paid in such other name, or established to the holder satisfaction of any unsurrendered Converted Share Certificates unless and until Buyer or its transfer agent that such Converted Share Certificates are surrendered as provided in this Section 2.02. Upon such surrender, 4Health shall pay, without interest, all dividends and other distributions payable in respect of such shares of 4Health Common Stock on a date subsequent to, and in respect of a record date after, the Effective TimeTax has been paid or is not payable. (e) No fraction of a share of Buyer Common Stock will be issued as a result of the Merger. In lieu of any such fractional shares or certificates or scrip evidencing fractional shares of 4Health Common Stock shall be that otherwise would have been issued in the Merger Merger, Buyer will pay each applicable holder an amount in cash (without interest and rounded to the nearest cent) determined by multiplying (a) the Average Pre-Closing Trading Price by (b) the fractional interest of a share of Buyer Common Stock to which such holder would otherwise be entitled (after taking into account all Converted Units held of record by such holder at the Effective Time). (f) If any Certificate shall have been lost, stolen or destroyed, upon the surrender making of an affidavit of that fact by the person claiming such Certificate to be lost, stolen or destroyed and, unless otherwise agreed by Buyer, the posting by such person of a bond, in such amount as Buyer may direct and in a form satisfactory to Buyer, as indemnity against any claim that may be made against it with respect to such Certificate, Buyer will issue, in exchange for exchange such lost, stolen or destroyed Certificate, the Merger Consideration (less the shares of Buyer Common Stock that will be issued and deposited with the Escrow Agent for the account of such person as Escrow Shares) and any dividends or other distributions to which the holder thereof is entitled to receive pursuant to Section 2.02(a) in the manner provided in this Article II. (g) Buyer shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any former holder of Converted Share CertificatesUnits such amounts as Buyer (or any affiliate thereof) is required to deduct and withhold with respect to the making of such payment under the Code, or any provision of state, local or foreign Tax Law. To the extent that amounts are so withheld by Buyer, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the former holder of the Converted Units in respect of which such deduction and withholding was made by Buyer (or any affiliate thereof). (h) Buyer and each of the Members agree that, for income tax purposes, Merger Sub is a transitory entity that was formed solely to engage in the Merger, which is intended solely to effect the acquisition of the Company Membership Units by Buyer from the Members. Buyer and the Exchange Ratio Members further agree that the Merger is not intended to be a merger of two partnerships that is governed by the provisions of Internal Revenue Code ss.708 and the Treasury Regulations for income tax purposes. Buyer and the Members further agree, however, that if it is finally determined that the Merger is subject to the provisions of the Internal Revenue Code ss.708, then the Merger shall be appropriately adjusted if necessary so that only whole shares treated by Buyer and the Members as a sale of 4Health Common Stock are issued exchange by each of the Members of its Company Membership Units for the Merger Consideration received in the Merger to holders transaction in accordance with the provisions of Converted Share CertificatesTreasury Regulation ss.1.708-1(c)(4).

Exchange and Surrender of Certificates. (a) Immediately Subject to Section 2.04, as soon as practicable after the Effective Time, 4Health shall deliver to each registered holder of a Converted Share Certificate against delivery by such holder shall be entitled, upon surrender of all the Certificate to USU or its transfer agent (as specified in the letter of his Converted Share Certificates representing issued and outstanding shares of IN Common Stock transmittal described in Section 2.02(c)), to receive in exchange therefor a certificate or certificates representing that the number of whole shares of 4Health USU Common Stock which that such holder has the a right to receive in exchange for the Converted Share Certificates surrendered pursuant accordance with Section 2.01(a), certain dividends and other distributions to the provisions extent provided in this Section 2.02(a) and a cash payment in lieu of this Article II (after taking into account all Converted Shares then held by fractional shares of USU Common Stock, if any, in accordance with Section 2.02(e). Unless and until any such holder), and the Converted Share Certificates shall be so surrendered shall forthwith be canceled. The certificate representing and exchanged, no dividends or other distributions payable to the 4Health holders of record of USU Common Stock shall bear a restrictive legend in as of any time subsequent to the form set forth in Exhibit B. Until surrendered as contemplated by this Section 2.02, each Converted Share Certificate Effective Time shall be deemed at any time paid to the holders of such Certificates. Upon the surrender and exchange of such Certificates, however, there shall be paid to the record holders of such Certificates the amount of dividends and other distributions, if any, which as of a record date on or after the Effective Time and prior to represent only the 4Health such surrender shall have become payable with respect to such whole shares of USU Common Stock. No party hereto (or USU's transfer agent) shall be liable to any former holder of Converted Shares for any cash, USU Common Stock into which the Converted Shares represented by such Converted Share Certificate have been converted as provided in this Article IIor dividends or other distributions thereon delivered to a public official pursuant to applicable abandoned property, escheat or similar Law. (b) After All shares of USU Common Stock issued upon the surrender for exchange of Certificates in accordance with the terms hereof including any cash paid in accordance with Section 2.02(e) shall be deemed to have been issued and paid in full satisfaction of all rights pertaining to such Converted Shares. From the Effective Time, there shall be no further registration of transfers of IN IWO Common StockStock on the stock transfer books of the Surviving Corporation. If, after the Effective Time, certificates representing shares of IN Common Stock Certificates are presented to the Surviving CorporationCorporation for any reason, they shall be canceled cancelled and exchanged for the Merger Consideration provided for in this Agreement in accordance with the procedures set forth hereinthis Article II. (c) Any portion of the Merger Consideration that remains unclaimed by the holders of shares of IN Common Stock, one year As promptly as practicable after the Effective Time shall Time, USU will send or cause to be returned sent to the Surviving Corporation, upon demand, and any such each record holder who has not exchanged its shares of IN IWO Common Stock at the Effective Time a letter of transmittal and other appropriate materials for use in accordance with this surrendering Certificates as contemplated by Section 2.02 prior to that time shall thereafter look only to the Surviving Corporation for payment of the Merger Consideration in respect of its shares of IN Common Stock. Notwithstanding the foregoing, the Surviving Corporation shall not be liable to any holder of Converted Shares for any amount paid to a public official pursuant to applicable abandoned property, escheat or similar laws2.02(a). (d) No dividendsIf any certificate for shares of USU Common Stock is to be issued in a name other than that in which the Certificate surrendered in exchange therefor is registered, interest it shall be a condition of the issuance thereof that the Certificate so surrendered shall be properly endorsed, with signatures guaranteed, and otherwise in proper form for transfer and that the person requesting such exchange shall have paid to USU or its transfer agent any transfer or other distributions with respect to Taxes required by reason of the issuance of a certificate for shares of 4Health USU Common Stock shall be paid in such other name, or established to the holder satisfaction of any unsurrendered Converted Share Certificates unless and until USU or its transfer agent that such Converted Share Certificates are surrendered as provided in this Section 2.02. Upon such surrender, 4Health shall pay, without interest, all dividends and other distributions payable in respect of such shares of 4Health Common Stock on a date subsequent to, and in respect of a record date after, the Effective TimeTax has been paid or is not payable. (e) No fraction of a share of USU Common Stock will be issued as a result of the Merger. In lieu of any such fractional shares or certificates or scrip evidencing fractional shares of 4Health Common Stock shall be that otherwise would have been issued in the Merger Merger, USU will pay each applicable holder an amount in cash (without interest and rounded to the nearest cent) determined by multiplying (a) the average per share last reported price of USU Common Stock as quoted by The Nasdaq National Market ("Nasdaq") as reported in The Wall Street Journal for the five trading day period ending two trading days immediately preceding the date on which the Effective Time occurs by (b) the fractional interest of a share of USU Common Stock to which such holder would otherwise be entitled (after taking into account all Converted Shares held of record by such holder at the Effective Time). (f) If any Certificate shall have been lost, stolen or destroyed, (i) upon the surrender making of an affidavit of that fact by the person claiming such Certificate to be lost, stolen or destroyed and (ii) unless otherwise agreed by USU, if such Certificate represents more than 5,000 Converted Shares, the posting by such person of a bond, in such amount as USU may direct and in a form satisfactory to USU, as indemnity from such person to USU against any claim that may be made against USU with respect to such Certificate, provided that Investcorp IWO Limited Partnership, Investcorp Investment Equity Limited, Odyssey (as defined in Section 9.03), TCW (as defined in Section 9.03) and Paribas (as defined in Section 9.03) shall only be required to provide an indemnity from such person to USU against any claim that may be made against USU with respect to such person's Certificate, USU will issue, in exchange for exchange such lost, stolen or destroyed Certificate, the Merger Consideration and any dividends or other distributions to which the holder thereof is entitled to receive pursuant to Section 2.02(a) in the manner provided in this Article II. (g) USU shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any former holder of Converted Share CertificatesShares such amounts as USU (or any affiliate thereof) is required to deduct and withhold with respect to the making of such payment under the Code, and or any provision of state, local or foreign Tax Law. To the Exchange Ratio extent that amounts are so withheld by USU, such withheld amounts shall be appropriately adjusted if necessary so that only whole shares treated for all purposes of 4Health Common Stock are issued this Agreement as having been paid to the former holder of the Converted Shares in the Merger to holders respect of Converted Share Certificateswhich such deduction and withholding was made by USU (or any affiliate thereof).

Exchange and Surrender of Certificates. (a) Immediately The Shareholder shall be entitled to receive, upon surrender to Buyer or its transfer agent of certificates previously evidencing Converted Shares, as soon as practicable after the Effective TimeClosing Date, 4Health shall deliver to each registered holder of a Converted Share Certificate against delivery by such holder of all of his Converted Share Certificates representing issued and outstanding shares of IN Common Stock a certificate representing that number the Converted Shares so surrendered, registered in the name of whole shares of 4Health Common Stock which such holder has the Shareholder. Until so surrendered and exchanged, each certificate previously evidencing Converted Shares shall represent solely the right to receive in exchange for the Converted Share Certificates surrendered pursuant to the provisions of this Article II (after taking into account all Converted Shares then held by such holder), and the Converted Share Certificates so surrendered shall forthwith be canceled. The certificate representing the 4Health Buyer Common Stock shall bear a restrictive legend in the form set forth in Exhibit B. Until surrendered as contemplated by this Section 2.02, each Converted Share Certificate shall be deemed at any time after the Effective Time to represent only the 4Health Common Stock into which the Converted Shares represented by such Converted Share Certificate have been converted as provided in this Article IIStock. (b) After All shares of Buyer Common Stock issued upon the surrender for exchange of certificates previously representing Converted Shares in accordance with the terms hereof (including any adjustments pursuant to Section 2.02(c)) shall be deemed to have been issued in full satisfaction of all rights pertaining to such Converted Shares. At and after the Effective Time, there shall be no further registration of transfers on the stock transfer books of IN the Surviving Corporation of Company Common StockStock that was outstanding immediately prior to the Effective Time. If, after the Effective Time, certificates representing shares of IN Common Stock which previously evidenced Converted Shares are presented to the Surviving CorporationCorporation for any reason, they shall be canceled and exchanged for the Merger Consideration as provided for in this Agreement in accordance with the procedures set forth hereinArticle II. (c) Any portion of the Merger Consideration that remains unclaimed by the holders of shares of IN Common Stock, one year after the Effective Time shall be returned to the Surviving Corporation, upon demand, and any such holder who has not exchanged its shares of IN Common Stock in accordance with this Section 2.02 prior to that time shall thereafter look only to the Surviving Corporation for payment of the Merger Consideration in respect of its shares of IN Common Stock. Notwithstanding the foregoing, the Surviving Corporation shall not be liable to any holder of Converted Shares for any amount paid to a public official pursuant to applicable abandoned property, escheat or similar laws. (d) No dividends, interest or other distributions with respect to shares of 4Health Common Stock shall be paid to the holder of any unsurrendered Converted Share Certificates unless and until such Converted Share Certificates are surrendered as provided in this Section 2.02. Upon such surrender, 4Health shall pay, without interest, all dividends and other distributions payable in respect of such shares of 4Health Common Stock on a date subsequent to, and in respect of a record date after, the Effective Time. (e) No fractional shares or certificates or scrip evidencing fractional shares of 4Health Buyer Common Stock shall be issued in the Merger or upon the surrender for exchange of Converted Share Certificatescertificates, and such fractional share interests will not entitle the Exchange Ratio owner thereof to any rights as a stockholder of Buyer. In lieu of any such fractional shares, the number of shares of Buyer Common Stock issuable to any Shareholder in connection with the Merger shall be appropriately adjusted if necessary so that only rounded to the nearest whole shares of 4Health Common Stock are issued in share. (d) Buyer shall be entitled to deduct and withhold from the Merger consideration otherwise payable pursuant to holders this Agreement to any former holder of Converted Share CertificatesShares such amounts as Buyer (or any affiliate thereof) is required to deduct and withhold with respect to the making of such payment under the Code, or any provision of state, local or foreign tax law. To the extent that amounts are so withheld by Buyer, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the former holder of the Converted Shares in respect of which such deduction and withholding was made by Buyer.