Common use of Exchange of Certificates; Exchange Agent and Exchange Procedures Clause in Contracts

Exchange of Certificates; Exchange Agent and Exchange Procedures. (a) Prior to the Merger Closing, VIALOG will deposit or cause to be deposited with a bank, trust company or other Entity designated by VIALOG (the "Exchange Agent"), for the benefit of the holders of Shares for exchange in accordance with this Article, through the Exchange Agent, the stock portion of the Merger Consideration multiplied by the number of all Shares issued and outstanding immediately prior to the Effective Time (other than Shares to be canceled pursuant to Section 2.1(b)) (said number of Shares less Shares to be canceled to be referred to as the "Net Shares"), and within one (1) business day of the Public Offering Closing Date, a check or checks representing next day funds from the Underwriter in (or, pursuant to instructions reasonably satisfactory to the Exchange Agent, wire transfer of) an amount equal to the Cash Merger Consideration multiplied by the number of Net Shares plus cash in an amount sufficient to make payment for fractional shares, in exchange for all of the outstanding Shares (collectively the "Exchange Fund"). The Exchange Agent will, pursuant to irrevocable instructions from VIALOG, deliver the Exchange Merger Consideration to be issued pursuant to Section 2.1(a) out of the Exchange Fund to holders of Shares upon transmittal of Certificates for exchange as provided therein and in Section 2.2(b). The Exchange Fund will not be used for any other purposes. Any interest, dividends or other income earned by the Exchange Fund will be for the account of VIALOG. (b) As soon as reasonably practicable after the date as of which the Stockholders act to approve and adopt this Agreement, the Merger and the Transactions, the Company will notify VIALOG thereof and VIALOG will promptly instruct the Exchange Agent to deliver to the Stockholders, for the purpose of accepting Certificates for exchange on the terms provided in Section 2.1(a) at the Effective Time, and subject to withdrawal of Certificates by their holders prior thereto, (i) a 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 will be in such form and have such other provisions as VIALOG may reasonably specify), and (ii) instructions to effect the surrender of the Certificates in exchange for the Exchange Merger Consideration. Subject to the occurrence of the Effective Time, upon surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by VIALOG together with such letter of transmittal, duly executed, and such other customary documents as may be reasonably required pursuant to such instructions (collectively, the "Transmittal Documents"), the holder of such Certificate will become entitled to receive, as of the Effective Time, in exchange therefor the Exchange Merger Consideration which such holder has the right to receive pursuant to Sections 2.1(a) and 2.1(d), and the Certificate so surrendered will be canceled. In the event of a transfer of ownership of Shares which is not registered in the transfer records of the Company, the Exchange Merger Consideration may be issued and paid in accordance with this Article to a transferee if the Certificate evidencing such Shares is presented to the Exchange Agent, accompanied by all documents reasonably required to evidence and effect such transfer and by evidence that any applicable stock transfer taxes have been paid. The Exchange Merger Consideration will be delivered by the Exchange Agent within two business days (or such greater period not to exceed five business days as may be customarily required by the Exchange Agent) following the later of (i) two business days after the Public Offering Closing Date, or (ii) surrender of a Certificate and the related Transmittal Documents, and cash payments for fractional shares and the cash portion of the Exchange Merger Consideration may be made by check (or, pursuant to instructions reasonably satisfactory to the Exchange Agent, by wire transfer). No interest will be payable on the Exchange Merger Consideration regardless of any delay in making payments. Until surrendered as contemplated by this Section, each Certificate will be deemed at any time after the Effective Time to evidence only the right to receive, upon such surrender, the Exchange Merger Consideration, without interest. (c) If any Certificate is lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and subject to such other conditions as VIALOG may impose, the Surviving Corporation will issue in exchange for such lost, stolen or destroyed Certificate the Exchange Merger Consideration deliverable in respect thereof as determined in accordance with Sections 2.1(a) and 2.1(d). VIALOG may, in its discretion and as a condition precedent to authorizing the issuance thereof by the Surviving Corporation, require the owner of such lost, stolen or destroyed Certificate to provide a bond or other surety to VIALOG and the Surviving Corporation in such sum as VIALOG may reasonably direct as indemnity against any claim that may be made against VIALOG, VIALOG Merger Subsidiary or the Surviving Corporation (and their Affiliates) with respect to the Certificate alleged to have been lost, stolen or destroyed. (d) Any portion of the Exchange Fund which remains undistributed to the holders of the Company Stock for thirty (30) days after the Effective Time will be delivered to VIALOG upon demand by VIALOG, and any holders of Certificates who have not theretofore complied with this Article will thereafter look only to VIALOG for the Exchange Merger Consideration to which they are entitled pursuant to this Article. (e) None of VIALOG, VIALOG Merger Subsidiary, the Company or the Surviving Corporation will be liable to any holder of Shares for any shares of VIALOG Stock or cash from the Exchange Fund delivered to a public official pursuant to any applicable abandoned property, escheat or similar law. (f) Each of VIALOG, the Surviving Corporation and the Exchange Agent will be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any holder of Shares such amounts as VIALOG, the Surviving Corporation or the Exchange Agent 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 VIALOG, the Surviving Corporation or the Exchange Agent, such withheld amounts will be treated for all purposes of this Agreement as having been paid to the holder of the Shares in respect of which such deduction and withholding was made by VIALOG, the Surviving Corporation or the Exchange Agent.

Exchange of Certificates; Exchange Agent and Exchange Procedures. (a) Prior to the Merger Closing, VIALOG will deposit or cause to be deposited with a bank, trust company or other Entity designated by VIALOG (the "Exchange Agent"), for the benefit of the holders of Shares for exchange in accordance with this Article, through the Exchange Agent, the stock portion of the Merger Consideration multiplied by the number of all Shares issued and outstanding immediately prior to the Effective Time (other than Shares to be canceled pursuant to Section 2.1(b)) (said number of Shares less Shares to be canceled to be referred to as the "Net Shares"), and within one (1) business day of the Public Offering Financing Closing Date, a check or checks representing next day funds from the Underwriter in (or, pursuant to instructions reasonably satisfactory to the Exchange Agent, wire transfer of) an amount equal to the Cash Merger Consideration multiplied by the number of Net Shares plus cash in an amount sufficient to make payment for fractional shares, in exchange for all of the outstanding Shares (collectively the "Exchange Fund"). The Exchange Agent will, pursuant to irrevocable instructions from VIALOG, deliver the Exchange Merger Consideration to be issued pursuant to Section 2.1(a) out of the Exchange Fund to holders of Shares upon transmittal of Certificates for exchange as provided therein and in Section 2.2(b). The Exchange Fund will not be used for any other purposes. Any interest, dividends or other income earned by the Exchange Fund will be for the account of VIALOG. (b) As soon as reasonably practicable after the date as of which the Stockholders act to approve and adopt this Agreement, the Merger and the Transactions, the Company will notify VIALOG thereof and VIALOG will promptly instruct the Exchange Agent to deliver to the Stockholders, for the purpose of accepting Certificates for exchange on the terms provided in Section 2.1(a) at the Effective Time, and subject to withdrawal of Certificates by their holders prior thereto, (i) a 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 will be in such form and have such other provisions as VIALOG may reasonably specify), and (ii) instructions to effect the surrender of the Certificates in exchange for the Exchange Merger Consideration. Subject to the occurrence of the Effective Time, upon surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by VIALOG together with such letter of transmittal, duly executed, and such other customary documents as may be reasonably required pursuant to such instructions (collectively, the "Transmittal Documents"), the holder of such Certificate will become entitled to receive, as of the Effective Time, in exchange therefor the Exchange Merger Consideration which such holder has the right to receive pursuant to Sections 2.1(a) and 2.1(d), and the Certificate so surrendered will be canceled. In the event of a transfer of ownership of Shares which is not registered in the transfer records of the Company, the Exchange Merger Consideration may be issued and paid in accordance with this Article to a transferee if the Certificate evidencing such Shares is presented to the Exchange Agent, accompanied by all documents reasonably required to evidence and effect such transfer and by evidence that any applicable stock transfer taxes have been paid. The Exchange Merger Consideration will be delivered by the Exchange Agent within two business days (or such greater period not to exceed five business days as may be customarily required by the Exchange Agent) following the later of (i) two business days after the Public Offering Financing Closing Date, or (ii) surrender of a Certificate and the related Transmittal Documents, and cash payments for fractional shares and the cash portion of the Exchange Merger Consideration may be made by check (or, pursuant to instructions reasonably satisfactory to the Exchange Agent, by wire transfer). No interest will be payable on the Exchange Merger Consideration regardless of any delay in making payments. Until surrendered as contemplated by this Section, each Certificate will be deemed at any time after the Effective Time to evidence only the right to receive, upon such surrender, the Exchange Merger Consideration, without interest. (c) If any Certificate is lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and subject to such other conditions as VIALOG may impose, the Surviving Corporation will issue in exchange for such lost, stolen or destroyed Certificate the Exchange Merger Consideration deliverable in respect thereof as determined in accordance with Sections 2.1(a) and 2.1(d). VIALOG may, in its discretion and as a condition precedent to authorizing the issuance thereof by the Surviving Corporation, require the owner of such lost, stolen or destroyed Certificate to provide a bond or other surety to VIALOG and the Surviving Corporation in such sum as VIALOG may reasonably direct as indemnity against any claim that may be made against VIALOG, VIALOG Merger Subsidiary or the Surviving Corporation (and their Affiliates) with respect to the Certificate alleged to have been lost, stolen or destroyed. (d) Any portion of the Exchange Fund which remains undistributed to the holders of the Company Stock for thirty (30) days after the Effective Time will be delivered to VIALOG upon demand by VIALOG, and any holders of Certificates who have not theretofore complied with this Article will thereafter look only to VIALOG for the Exchange Merger Consideration to which they are entitled pursuant to this Article. (e) None of VIALOG, VIALOG Merger Subsidiary, the Company or the Surviving Corporation will be liable to any holder of Shares for any shares of VIALOG Stock or cash from the Exchange Fund delivered to a public official pursuant to any applicable abandoned property, escheat or similar law. (f) Each of VIALOG, the Surviving Corporation and the Exchange Agent will be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any holder of Shares such amounts as VIALOG, the Surviving Corporation or the Exchange Agent 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 VIALOG, the Surviving Corporation or the Exchange Agent, such withheld amounts will be treated for all purposes of this Agreement as having been paid to the holder of the Shares in respect of which such deduction and withholding was made by VIALOG, the Surviving Corporation or the Exchange Agent.

Exchange of Certificates; Exchange Agent and Exchange Procedures. (a) Prior As soon as reasonably practicable after the Effective Time (it being understood that Acquiror shall use reasonable best efforts to deposit the Cash Merger ClosingConsideration with the Exchange Agent on the Closing Date), VIALOG will Acquiror shall deposit or cause to be deposited with a bank, bank or trust company or other Entity designated by VIALOG Acquiror (the "Exchange Agent"), for the benefit of the holders of Shares (other than Dissenting Shares), for exchange in accordance with this Article, through the Exchange Agent, (i) cash (by wire transfer of federal funds pursuant to instructions reasonably satisfactory to the stock portion Exchange Agent) in an amount equal to the sum of (a) the Class A Cash Merger Consideration multiplied by the number of all Shares of Class A Company Stock issued and outstanding immediately prior to the Effective Time (other than Shares of Class A Company Stock to be canceled cancelled pursuant to Section 2.1(b)) and any Dissenting Shares of Class A Company Stock) (said number of Shares less said Shares to be canceled cancelled and less said Dissenting Shares hereafter to be referred to as the "Net Class A Shares"), and within one (1b) business day of the Public Offering Closing Date, a check or checks representing next day funds from the Underwriter in (or, pursuant to instructions reasonably satisfactory to the Exchange Agent, wire transfer of) an amount equal to the Class B Cash Merger Consideration multiplied by the number of all Shares of Class B Company Stock issued and outstanding immediately prior to the Effective Time (other than Shares of Class B Company Stock to be cancelled pursuant to Section 2.1(b) and any Dissenting Shares of Class B Company Stock) (said number of Shares less said Shares to be cancelled and less said Dissenting Shares hereafter to be referred to as the "Net Shares Class B Shares"), and (ii) the sum of (a) the Class A Stock Merger Consideration multiplied by the Net Class A Shares, and (b) the Class B Stock Merger Consideration multiplied by the Net Class B Shares, (x) less the number of shares of Acquiror Stock constituting the Escrow Indemnity Funds and (y) plus cash in an amount sufficient to make payment for fractional shares, in exchange for all of the outstanding Shares (collectively collectively, the "Exchange Fund"). The Subject to Article 8 hereof, the Exchange Agent willshall, pursuant to irrevocable instructions from VIALOGAcquiror, deliver the Exchange Merger Consideration to be issued pursuant to Section 2.1(a) out of the Exchange Fund to holders of Shares upon transmittal of Certificates for exchange as provided therein and in Section 2.2(b). The Exchange Fund will shall not be used for any other purposespurpose. Any interest, dividends or other income earned by the Exchange Fund will shall be for the account of VIALOGAcquiror. (b) As soon as reasonably practicable after the date as of which the Stockholders act to approve and adopt this AgreementEffective Time, the Merger and the Transactions, the Company Acquiror will notify VIALOG thereof and VIALOG will promptly instruct the Exchange Agent to deliver issue (pursuant to instructions from each holder of record reasonably satisfactory to Acquiror and the Exchange Agent, and otherwise by mail to the Stockholders, for the purpose most recent address of accepting Certificates for exchange such holder as shown on the terms provided in Section 2.1(aCompany's books and records) at to such holder of a Certificate or Certificates which immediately prior to the Effective TimeTime evidenced outstanding Shares (other than Shares to be cancelled pursuant to Section 2.1(b) and any Dissenting Shares), and subject to withdrawal of Certificates by their holders prior thereto, (i) a letter of transmittal (which will shall specify that delivery will shall be effected, and risk of loss and title to the Certificates will shall pass, only upon proper delivery of the Certificates to the Exchange Agent and will shall be in such form and have such other provisions as VIALOG Acquiror and the Company may reasonably specify), ) and (ii) instructions to effect the surrender of the Certificates in exchange for the Exchange Merger Consideration. Subject to the occurrence of the Effective Time, upon Upon surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by VIALOG Acquiror together with such letter of transmittal, duly executed, and such other customary documents as may be reasonably required pursuant to such instructions (collectively, the "Transmittal Documents"), the holder of such Certificate will become shall be entitled to receive, as of the Effective Time, receive in exchange therefor the Exchange Merger Consideration which such holder has the right to receive receive, subject to Article 8 hereof, pursuant to Sections 2.1(a) and 2.1(d)) hereof, and the Certificate so surrendered will shall forthwith be canceledcancelled. In the event of a transfer of ownership of Shares which is not registered in the transfer records of the Company, the Exchange Merger Consideration may be issued and paid in accordance with this Article to a transferee if the Certificate evidencing such Shares is presented to the Exchange Agent, accompanied by all documents reasonably required to evidence and effect such transfer and by evidence that any applicable stock transfer taxes have been paid. The Exchange Merger Consideration will be delivered by the Exchange Agent within two business days (or such greater period not to exceed five business days as may be customarily required by the Exchange Agent) promptly following the later of (i) two business days after the Public Offering Closing Date, or (ii) surrender of a Certificate and the related Transmittal Documents, and cash payments for fractional shares and the cash portion of the Exchange Merger Consideration may be made by check (or, pursuant to instructions reasonably satisfactory to the Exchange Agent, by wire transfer). No interest will be payable on the Exchange Merger Consideration regardless of any delay in making payments. Until surrendered as contemplated by this Section, each Certificate will shall be deemed at any time after the Effective Time to evidence only the right to receive, upon such surrender, the Exchange Merger Consideration, without interest. Notwithstanding the foregoing, any Stockholder may, prior to the Effective Time, request a letter of transmittal from Acquiror, and, if proper delivery of all applicable Transmittal Documents is made to the Exchange Agent prior to the Effective Time, the Exchange Agent shall deliver to the holder thereof by wire transfer of immediately available funds in accordance with instructions contained in such Stockholder's Transmittal Documents as promptly as is practicable after the Exchange Agent's receipt from Acquiror of the Cash Merger Consideration the full amount of Cash Merger Consideration to which such Stockholder is entitled. (c) If In the event any Certificate is shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and subject to such other conditions as VIALOG Acquiror reasonably may impose, the Surviving Corporation will shall issue in exchange for such lost, stolen or destroyed Certificate the Exchange Merger Consideration deliverable in respect thereof as determined in accordance with Sections 2.1(a) and 2.1(d), subject to Article 8 hereof. VIALOG Acquiror may, in its discretion and as a condition precedent to authorizing the issuance thereof by the Surviving Corporation, require the owner of such lost, stolen or destroyed Certificate to provide a bond or other surety to VIALOG Acquiror and the Surviving Corporation in such sum as VIALOG Acquiror may reasonably direct as indemnity against any claim that may be made against VIALOG, VIALOG Merger Subsidiary Acquiror or the Surviving Corporation (and their Affiliates) with respect to the Certificate alleged to have been lost, stolen or destroyed. (d) Any portion of the Exchange Fund which remains undistributed to the holders of the Company Stock for thirty ninety (3090) days after the Effective Time will shall be delivered to VIALOG Acquiror upon demand by VIALOGAcquiror, and any holders of Certificates who have not theretofore complied with this Article will shall thereafter look only to VIALOG Acquiror for the Exchange Merger Consideration to which they are entitled pursuant to this Article. (e) None of VIALOGAcquiror, VIALOG Acquiror Merger Subsidiary, the Company or the Surviving Corporation will shall be liable to any holder of Shares for any shares of VIALOG Acquiror Stock or cash from the Exchange Fund delivered to a public official pursuant to any applicable abandoned property, escheat or similar law. (f) Each of VIALOGAcquiror, the Surviving Corporation and the Exchange Agent will shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any holder of Shares such amounts as VIALOGAcquiror, the Surviving Corporation or the Exchange Agent is required to deduct and withhold with respect to the making of such payment under the Code, or any provision of federal, state, local or foreign tax law. To the extent that amounts are so withheld by VIALOGAcquiror, the Surviving Corporation or the Exchange Agent, such withheld amounts will shall be treated for all purposes of this Agreement as having been paid to the holder of the Shares in respect of which such deduction and withholding was made by VIALOGAcquiror, the Surviving Corporation or the Exchange Agent.

Exchange of Certificates; Exchange Agent and Exchange Procedures. (a) Prior to On the Merger ClosingFinancing Closing Date, VIALOG will deposit or cause deliver to be deposited with a bank, trust company or other Entity designated by VIALOG (the "Exchange Agent"), for the benefit of the holders of Shares for exchange in accordance with this ArticleArticle by wire transfer of immediately available funds to the bank accounts designated by the respective Stockholders, through the Exchange Agent, the stock portion of an amount equal to the Merger Consideration multiplied by the number of all Shares shares issued and outstanding immediately prior to the Effective Time (other than Shares to be canceled pursuant to Section 2.1(b)) (said number of Shares less Shares to be canceled to be referred to as the "Net Shares"), and within one (1) business day of the Public Offering Closing Date, a check or checks representing next day funds from the Underwriter in (or, pursuant to instructions reasonably satisfactory to the Exchange Agent, wire transfer of) an amount equal to the Cash Merger Consideration multiplied by the number of Net Shares plus cash in an amount sufficient to make payment for fractional shares, in exchange for all of the outstanding Shares (collectively the "Exchange Fund"). The Exchange Agent will, pursuant to irrevocable instructions from VIALOG, deliver the Exchange Merger Consideration to be issued pursuant to Section 2.1(a) out of the Exchange Fund to holders of Shares upon transmittal of Certificates for exchange as provided therein and in Section 2.2(b). The Exchange Fund will not be used for any other purposes. Any interest, dividends or other income earned by the Exchange Fund will be for the account of VIALOG. (b) As soon as reasonably practicable after the date as of which the Stockholders act to approve and adopt this Agreement, the Merger and the Transactions, the Company will notify VIALOG thereof and VIALOG will promptly instruct the Exchange Agent to deliver to the Stockholders, for the purpose of accepting Certificates for exchange on the terms provided in Section 2.1(a) at the Effective Time, and subject to withdrawal of Certificates by their holders prior thereto, (i) a 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 will be in such form and have such other provisions as VIALOG may reasonably specify), and (ii) instructions to effect the surrender of the Certificates in exchange for the Exchange Merger Consideration. Subject to the occurrence of the Effective Time, upon Upon surrender of a Certificate for cancellation to the Exchange Agent VIALOG or to such other agent or agents as may be appointed by VIALOG together with such letter of transmittal, duly executed, and such other customary documents as may be reasonably required pursuant to such instructions (collectively, the "Transmittal Documents"), the holder of such Certificate will become entitled to receive, as of the Effective Time, in exchange therefor the Exchange Merger Consideration which such holder has the right to receive pursuant to Sections Section 2.1(a) and 2.1(d), and the Certificate so surrendered will be canceled. In the event of a transfer of ownership of Shares which is not registered in the transfer records of the Company, the Exchange Merger Consideration may be issued and paid in accordance with this Article to a transferee if the Certificate evidencing such Shares is presented to the Exchange Agent, accompanied by all documents reasonably required to evidence and effect such transfer and by evidence that any applicable stock transfer taxes have been paid. The Exchange Merger Consideration will be delivered by the Exchange Agent within two business days (or such greater period not to exceed five business days as may be customarily required by the Exchange Agent) following the later of (i) two business days after the Public Offering Closing Date, or (ii) surrender of a Certificate and the related Transmittal Documents, and cash payments for fractional shares and the cash portion of the Exchange Merger Consideration may be made by check (or, pursuant to instructions reasonably satisfactory to the Exchange Agent, by wire transfer). No interest will be payable on the Exchange Merger Consideration regardless of any delay in making payments. Until surrendered as contemplated by this Section, each Certificate will be deemed at any time after the Effective Time to evidence only the right to receive, upon such surrender, the Exchange Merger Consideration, without interest. (c) If any Certificate is lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and subject to such other conditions as VIALOG may impose, the Surviving Corporation will issue in exchange for such lost, stolen or destroyed Certificate the Exchange Merger Consideration deliverable in respect thereof as determined in accordance with Sections Section 2.1(a) and 2.1(d). VIALOG may, in its discretion and as a condition precedent to authorizing the issuance thereof by the Surviving Corporation, require the owner of such lost, stolen or destroyed Certificate to provide a bond or other surety to VIALOG and the Surviving Corporation in such sum as VIALOG may reasonably direct as indemnity against any claim that may be made against VIALOG, VIALOG Merger Subsidiary or the Surviving Corporation (and their Affiliates) with respect to the Certificate alleged to have been lost, stolen or destroyed. (d) Any portion of the Exchange Fund which remains undistributed to the holders of the Company Stock for thirty (30) days after the Effective Time will be delivered to VIALOG upon demand by VIALOG, and any holders of Certificates who have not theretofore complied with this Article will thereafter look only to VIALOG for the Exchange Merger Consideration to which they are entitled pursuant to this Article. (e) None of VIALOG, VIALOG Merger Subsidiary, the Company or the Surviving Corporation will be liable to any holder of Shares for any shares of VIALOG Stock or cash from the Exchange Fund delivered to a public official pursuant to any applicable abandoned property, escheat or similar law. (fe) Each of VIALOG, VIALOG and the Surviving Corporation and the Exchange Agent will be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any holder of Shares such amounts as VIALOG, VIALOG or the Surviving Corporation or the Exchange Agent 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. If any holder of Shares who has the right under the Code (or other Applicable Law) to elect to receive the Exchange Merger Consideration without any deduction or withholding therefrom, notifies VIALOG of such election to do so and the form and content of the election is reasonably acceptable to VIALOG, neither VIALOG nor the Surviving Corporation will deduct or withhold any amount from the consideration payable to any such holder of Shares. To the extent that amounts are so withheld by VIALOG, VIALOG or the Surviving Corporation or the Exchange AgentCorporation, such withheld amounts will be treated for all purposes of this Agreement as having been paid to the holder of the Shares in respect of which such deduction and withholding was made by VIALOG, VIALOG or the Surviving Corporation or the Exchange AgentCorporation.

Exchange of Certificates; Exchange Agent and Exchange Procedures. (a) Prior At or immediately prior to the Merger ClosingEffective Time, VIALOG will Parent shall deposit or cause to be deposited with a bank, bank or trust company or other Entity designated by VIALOG Parent and reasonably acceptable to the Company (the "Exchange Agent"), for the benefit of the holders of Shares (other than Dissenting Shares) and Vested Options, for exchange in accordance with this Article, through the Exchange Agent, for all of the stock outstanding Shares and Vested Options (i) cash in an amount equal to the sum of (w) the Preferred Stock Merger Consideration, (x) the Cash Merger Consideration (other than any portion thereof in respect of Shares to be canceled pursuant to Section 2.1(b) and any Dissenting Shares), (y) the Option Merger Consideration, and (z) an amount sufficient to make payment for fractional shares, and (ii) a number of shares of Parent Stock equal to the Stock Merger Consideration minus the Escrow Deposit (collectively, the "Exchange Fund"). The Exchange Agent shall, pursuant to irrevocable instructions from Parent, deliver out of the Exchange Fund to each holder of Shares and Vested Options such holder's pro rata portion of the Exchange Merger Consideration multiplied payable to such holder in accordance with the provisions of Sections 2.1 and 2.2 upon transmittal of Certificates for exchange as provided therein and in Section 2.3(b). The Exchange Fund shall not be used for any other purpose. Any interest, dividends or other income earned on the Exchange Fund shall be for the account of Parent. (b) Concurrently with the Company's mailing of proxy materials for the Company Meeting, Parent and the Company will or will instruct the Exchange Agent to issue (pursuant to instructions from each holder of record reasonably satisfactory to Parent and the Exchange Agent, and otherwise by the number of all Shares issued and outstanding immediately prior mail to the Effective Time most recent address of such holder as shown on the Company's books and records) to such holder of a Certificate or Certificates which at that time evidence outstanding Shares (other than Shares to be canceled pursuant to Section 2.1(b)) (said number of Shares less Shares to be canceled to be referred to as the "Net Shares")or Vested Options, and within one (1) business day of the Public Offering Closing Date, a check or checks representing next day funds from the Underwriter in (or, pursuant to instructions reasonably satisfactory to the Exchange Agent, wire transfer of) an amount equal to the Cash Merger Consideration multiplied by the number of Net Shares plus cash in an amount sufficient to make payment for fractional shares, in exchange for all of the outstanding Shares (collectively the "Exchange Fund"). The Exchange Agent will, pursuant to irrevocable instructions from VIALOG, deliver the Exchange Merger Consideration to be issued pursuant to Section 2.1(a) out of the Exchange Fund to holders of Shares upon transmittal of Certificates for exchange as provided therein and in Section 2.2(b). The Exchange Fund will not be used for any other purposes. Any interest, dividends or other income earned by the Exchange Fund will be for the account of VIALOG. (b) As soon as reasonably practicable after the date as of which the Stockholders act to approve and adopt this Agreement, the Merger and the Transactions, the Company will notify VIALOG thereof and VIALOG will promptly instruct the Exchange Agent to deliver to the Stockholders, for the purpose of accepting Certificates for exchange on the terms provided in Section 2.1(a) at the Effective Time, and subject to withdrawal of Certificates by their holders prior thereto, (i) a letter of transmittal (which will shall specify that delivery will shall be effected, and risk of loss and title to the Certificates will shall pass, only upon proper delivery of the Certificates to the Exchange Agent and will shall be in such form and have such other provisions as VIALOG Parent and the Company may reasonably specify), ) and (ii) instructions to effect the surrender of the Certificates in exchange for such holder's pro rata portion of the Exchange Merger Consideration. Subject to the occurrence of the Effective Time, upon Upon surrender of a Certificate for cancellation to Parent, the Exchange Agent or to such other agent or agents as may be appointed by VIALOG Parent and reasonably acceptable to the Company, together with such letter of transmittal, duly executed, and such other customary documents as may be reasonably required pursuant to such instructions (collectively, the "Transmittal Documents"), the holder of such Certificate will become shall from and after the Effective Time be entitled to receive, as of the Effective Time, receive in exchange therefor such holder's pro rata portion of the Exchange Merger Consideration which such holder has the right to receive receive, pursuant to Sections 2.1(a) 2.1 and 2.1(d)2.2, and the Certificate so surrendered will shall forthwith be canceled. In the event of a transfer of ownership of Shares which is not registered in the transfer records of the Company, the Exchange Merger Consideration may be issued and paid in accordance with this Article to a transferee if the Certificate evidencing such Shares is presented to the Exchange Agent, accompanied by all documents reasonably required to evidence and effect such transfer and by evidence that any applicable stock transfer taxes have been paid. The Exchange Merger Consideration will be delivered by the Exchange Agent within two business days (or such greater period not to exceed five business days as may be customarily required by the Exchange Agent) promptly following the later to occur of (i) two business days after the Public Offering Closing Date, or (ii) surrender of a Certificate and the related Transmittal Documents and (ii) the Effective Time; provided, however, that each holder of a Certificate or Certificates who returns such Certificate or Certificates for cancellation, along with the related Transmittal Documents, and cash at least five (5) business days prior to the Closing Date shall be paid his or her pro rata portion of the Exchange Merger Consideration at the Closing. Cash payments for fractional shares and the cash portion of the Exchange Merger Consideration may be made by check (oror in the case of any cash payment in excess of $50,000, pursuant to instructions reasonably satisfactory to the Exchange Agent, by wire transfer). No interest will be payable on the Exchange Merger Consideration regardless of any delay in making payments. Until surrendered as contemplated by this Section, each Certificate will shall be deemed at any time after the Effective Time to evidence only the right to receive, upon such surrender, the Exchange Merger Consideration, without interest. (c) If In the event any Certificate is shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and subject to such other conditions as VIALOG Parent reasonably may impose, the Surviving Corporation will shall issue in exchange for such lost, stolen or destroyed Certificate the pro rata portion of the Exchange Merger Consideration deliverable in respect thereof as determined in accordance with Sections 2.1(a) 2.1 and 2.1(d). VIALOG may, in its discretion and as a condition precedent to authorizing the issuance thereof by the Surviving Corporation, require the owner of such lost, stolen or destroyed Certificate to provide a bond or other surety to VIALOG and the Surviving Corporation in such sum as VIALOG may reasonably direct as indemnity against any claim that may be made against VIALOG, VIALOG Merger Subsidiary or the Surviving Corporation (and their Affiliates) with respect to the Certificate alleged to have been lost, stolen or destroyed2. (d) Any portion of the Exchange Fund which remains undistributed to the holders of the Company Stock for thirty (30) days after the Effective Time will be delivered to VIALOG upon demand by VIALOG, and any holders of Certificates who have not theretofore complied with this Article will thereafter look only to VIALOG for the Exchange Merger Consideration to which they are entitled pursuant to this Article. (e) None of VIALOG, VIALOG Merger Subsidiary, the Company or the Surviving Corporation will be liable to any holder of Shares for any shares of VIALOG Stock or cash from the Exchange Fund delivered to a public official pursuant to any applicable abandoned property, escheat or similar law. (f) Each of VIALOG, the Surviving Corporation and the Exchange Agent will be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any holder of Shares such amounts as VIALOG, the Surviving Corporation or the Exchange Agent 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 VIALOG, the Surviving Corporation or the Exchange Agent, such withheld amounts will be treated for all purposes of this Agreement as having been paid to the holder of the Shares in respect of which such deduction and withholding was made by VIALOG, the Surviving Corporation or the Exchange Agent.

Exchange of Certificates; Exchange Agent and Exchange Procedures. (a) Prior to Within one (1) business day of the Merger ClosingFinancing Closing Date, VIALOG will deposit or cause to be deposited with a bank, trust company or other Entity designated by VIALOG (the "Exchange Agent"), for the benefit of the holders of Shares for exchange in accordance with this Article, through the Exchange Agent, a check or checks representing next day funds from the stock portion of Underwriter in (or, pursuant to instructions reasonably satisfactory to the Exchange Agent, wire transfer of) an amount equal to the Merger Consideration multiplied by the number of all Shares shares issued and outstanding immediately prior to the Effective Time (other than Shares to be canceled pursuant to Section 2.1(b)) (said number of Shares less Shares to be canceled to be referred to as the "Net Shares"), and within one (1) business day of the Public Offering Closing Date, a check or checks representing next day funds from the Underwriter in (or, pursuant to instructions reasonably satisfactory to the Exchange Agent, wire transfer of) an amount equal to the Cash Merger Consideration multiplied by the number of Net Shares plus cash in an amount sufficient to make payment for fractional shares, in exchange for all of the outstanding Shares (collectively the "Exchange Fund"). The Exchange Agent will, pursuant to irrevocable instructions from VIALOG, deliver the Exchange Merger Consideration to be issued pursuant to Section 2.1(a) out of the Exchange Fund to holders of Shares upon transmittal of Certificates for exchange as provided therein and in Section 2.2(b). The Exchange Fund will not be used for any other purposes. Any interest, dividends or other income earned by the Exchange Fund will be for the account of VIALOG. (b) As soon as reasonably practicable after the date as of which the Stockholders act to approve and adopt this Agreement, the Merger and the Transactions, the Company will notify VIALOG thereof and VIALOG will promptly instruct the Exchange Agent to deliver to the Stockholders, for the purpose of accepting Certificates for exchange on the terms provided in Section 2.1(a) at the Effective Time, and subject to withdrawal of Certificates by their holders prior thereto, (i) a 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 will be in such form and have such other provisions as VIALOG may reasonably specify), and (ii) instructions to effect the surrender of the Certificates in exchange for the Exchange Merger Consideration. Subject to the occurrence of the Effective Time, upon surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by VIALOG together with such letter of transmittal, duly executed, and such other customary documents as may be reasonably required pursuant to such instructions (collectively, the "Transmittal Documents"), the holder of such Certificate will become entitled to receive, as of the Effective Time, in exchange therefor the Exchange Merger Consideration which such holder has the right to receive pursuant to Sections 2.1(a) and 2.1(d), and the Certificate so surrendered will be canceled. In the event of a transfer of ownership of Shares which is not registered in the transfer records of the Company, the Exchange Merger Consideration may be issued and paid in accordance with this Article to a transferee if the Certificate evidencing such Shares is presented to the Exchange Agent, accompanied by all documents reasonably required to evidence and effect such transfer and by evidence that any applicable stock transfer taxes have been paid. The Exchange Merger Consideration will be delivered by the Exchange Agent within two business days (or such greater period not to exceed five business days as may be customarily required by the Exchange Agent) following the later of (i) two business days after the Public Offering Financing Closing Date, or (ii) surrender of a Certificate and the related Transmittal Documents, and cash payments for fractional shares and the cash portion of the Exchange Merger Consideration may be made by check (or, pursuant to instructions reasonably satisfactory to the Exchange Agent, by wire transfer). No interest will be payable on the Exchange Merger Consideration regardless of any delay in making payments. Until surrendered as contemplated by this Section, each Certificate will be deemed at any time after the Effective Time to evidence only the right to receive, upon such surrender, the Exchange Merger Consideration, without interest. (c) If any Certificate is lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and subject to such other conditions as VIALOG may impose, the Surviving Corporation will issue in exchange for such lost, stolen or destroyed Certificate the Exchange Merger Consideration deliverable in respect thereof as determined in accordance with Sections 2.1(a) and 2.1(d). VIALOG may, in its discretion and as a condition precedent to authorizing the issuance thereof by the Surviving Corporation, require the owner of such lost, stolen or destroyed Certificate to provide a bond or other surety to VIALOG and the Surviving Corporation in such sum as VIALOG may reasonably direct as indemnity against any claim that may be made against VIALOG, VIALOG Merger Subsidiary or the Surviving Corporation (and their Affiliates) with respect to the Certificate alleged to have been lost, stolen or destroyed. (d) Any portion of the Exchange Fund which remains undistributed to the holders of the Company Stock for thirty (30) days after the Effective Time will be delivered to VIALOG upon demand by VIALOG, and any holders of Certificates who have not theretofore complied with this Article will thereafter look only to VIALOG for the Exchange Merger Consideration to which they are entitled pursuant to this Article. (e) None of VIALOG, VIALOG Merger Subsidiary, the Company or the Surviving Corporation will be liable to any holder of Shares for any shares of VIALOG Stock or cash from the Exchange Fund delivered to a public official pursuant to any applicable abandoned property, escheat or similar law. (f) Each of VIALOG, the Surviving Corporation and the Exchange Agent will be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any holder of Shares such amounts as VIALOG, the Surviving Corporation or the Exchange Agent 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 VIALOG, the Surviving Corporation or the Exchange Agent, such withheld amounts will be treated for all purposes of this Agreement as having been paid to the holder of the Shares in respect of which such deduction and withholding was made by VIALOG, the Surviving Corporation or the Exchange Agent.

Exchange of Certificates; Exchange Agent and Exchange Procedures. (a) Prior to Within one (1) business day of the Merger ClosingFinancing Closing Date, VIALOG will deposit or cause to be deposited with a bank, trust company or other Entity designated by VIALOG (the "Exchange Agent"), for the benefit of the holders of Shares for exchange in accordance with this Article, through the Exchange Agent, a check or checks representing next day funds from the stock portion of Underwriter in (or, pursuant to instructions reasonably satisfactory to the Exchange Agent, wire transfer of) an amount equal to the Merger Consideration multiplied by the number of all Shares issued and outstanding immediately prior to the Effective Time (other than Shares to be canceled pursuant to Section 2.1(b)) (said number of Shares less Shares to be canceled to be referred to as the "Net Shares"), and within one (1) business day of the Public Offering Closing Date, a check or checks representing next day funds from the Underwriter in (or, pursuant to instructions reasonably satisfactory to the Exchange Agent, wire transfer of) an amount equal to the Cash Merger Consideration multiplied by the number of Net Shares plus cash in an amount sufficient to make payment for fractional shares, in exchange for all of the outstanding Shares (collectively the "Exchange Fund"). The Exchange Agent will, pursuant to irrevocable instructions from VIALOG, deliver the Exchange Merger Consideration to be issued pursuant to Section 2.1(a) out of the Exchange Fund to holders of Shares upon transmittal of Certificates for exchange as provided therein and in Section 2.2(b). The Exchange Fund will not be used for any other purposes. Any interest, dividends or other income earned by the Exchange Fund will be for the account of VIALOG. (b) As soon as reasonably practicable after the date as of which the Stockholders act to approve and adopt this Agreement, the Merger and the Transactions, the Company will notify VIALOG thereof and VIALOG will promptly instruct the Exchange Agent to deliver to the Stockholders, for the purpose of accepting Certificates for exchange on the terms provided in Section 2.1(a) at the Effective Time, and subject to withdrawal of Certificates by their holders prior thereto, (i) a 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 will be in such form and have such other provisions as VIALOG may reasonably specify), and (ii) instructions to effect the surrender of the Certificates in exchange for the Exchange Merger Consideration. Subject to the occurrence of the Effective Time, upon surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by VIALOG together with such letter of transmittal, duly executed, and such other customary documents as may be reasonably required pursuant to such instructions (collectively, the "Transmittal Documents"), the holder of such Certificate will become entitled to receive, as of the Effective Time, in exchange therefor the Exchange Merger Consideration which such holder has the right to receive pursuant to Sections 2.1(a) and 2.1(d), and the Certificate so surrendered will be canceled. In the event of a transfer of ownership of Shares which is not registered in the transfer records of the Company, the Exchange Merger Consideration may be issued and paid in accordance with this Article to a transferee if the Certificate evidencing such Shares is presented to the Exchange Agent, accompanied by all documents reasonably required to evidence and effect such transfer and by evidence that any applicable stock transfer taxes have been paid. The Exchange Merger Consideration will be delivered by the Exchange Agent within two business days (or such greater period not to exceed five business days as may be customarily required by the Exchange Agent) following the later of (i) two business days after the Public Offering Financing Closing Date, or (ii) surrender of a Certificate and the related Transmittal Documents, and cash payments for fractional shares and the cash portion of the Exchange Merger Consideration may be made by check (or, pursuant to instructions reasonably satisfactory to the Exchange Agent, by wire transfer). No interest will be payable on the Exchange Merger Consideration regardless of any delay in making payments. Until surrendered as contemplated by this Section, each Certificate will be deemed at any time after the Effective Time to evidence only the right to receive, upon such surrender, the Exchange Merger Consideration, without interest. (c) If any Certificate is lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and subject to such other conditions as VIALOG may impose, the Surviving Corporation will issue in exchange for such lost, stolen or destroyed Certificate the Exchange Merger Consideration deliverable in respect thereof as determined in accordance with Sections 2.1(a) and 2.1(d). VIALOG may, in its discretion and as a condition precedent to authorizing the issuance thereof by the Surviving Corporation, require the owner of such lost, stolen or destroyed Certificate to provide a bond or other surety to VIALOG and the Surviving Corporation in such sum as VIALOG may reasonably direct as indemnity against any claim that may be made against VIALOG, VIALOG Merger Subsidiary or the Surviving Corporation (and their Affiliates) with respect to the Certificate alleged to have been lost, stolen or destroyed. (d) Any portion of the Exchange Fund which remains undistributed to the holders of the Company Stock for thirty (30) days after the Effective Time will be delivered to VIALOG upon demand by VIALOG, and any holders of Certificates who have not theretofore complied with this Article will thereafter look only to VIALOG for the Exchange Merger Consideration to which they are entitled pursuant to this Article. (e) None of VIALOG, VIALOG Merger Subsidiary, the Company or the Surviving Corporation will be liable to any holder of Shares for any shares of VIALOG Stock or cash from the Exchange Fund delivered to a public official pursuant to any applicable abandoned property, escheat or similar law. (f) Each of VIALOG, the Surviving Corporation and the Exchange Agent will be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any holder of Shares such amounts as VIALOG, the Surviving Corporation or the Exchange Agent 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 VIALOG, the Surviving Corporation or the Exchange Agent, such withheld amounts will be treated for all purposes of this Agreement as having been paid to the holder of the Shares in respect of which such deduction and withholding was made by VIALOG, the Surviving Corporation or the Exchange Agent.

Exchange of Certificates; Exchange Agent and Exchange Procedures. (a) Prior to As soon as reasonably practicable after the Merger ClosingEffective Time, VIALOG will Acquiror shall deposit or cause to be deposited with a bank, bank or trust company or other Entity designated by VIALOG Acquiror (the "Exchange Agent"), for the benefit of the holders of Shares (other than Dissenting Shares), for exchange in accordance with this Article, through the Exchange Agent, (i) cash (by wire transfer of federal funds pursuant to instructions reasonably satisfactory to the stock portion of Exchange Agent) in an amount equal to the Cash Merger Consideration multiplied by the number of all Shares issued and outstanding immediately prior to the Effective Time (other than Shares to be canceled cancelled pursuant to Section 2.1(b)) and any Dissenting Shares) (said number of Shares less said Shares to be canceled cancelled and less said Dissenting Shares hereafter to be referred to as the "Net Shares"), less the amount of cash constituting the Escrow Indemnity Funds, and within one (1ii) business day of the Public Offering Closing Date, a check or checks representing next day funds from the Underwriter in (or, pursuant to instructions reasonably satisfactory to the Exchange Agent, wire transfer of) an amount equal to the Cash Stock Merger Consideration multiplied by the number of Net Shares Shares, plus cash in an amount sufficient to make payment for fractional shares, in exchange for all of the outstanding Shares (collectively collectively, the "Exchange Fund"). The Subject to Article 8 hereof, the Exchange Agent willshall, pursuant to irrevocable instructions from VIALOGAcquiror, deliver the Exchange Merger Consideration to be issued pursuant to Section 2.1(a) out of the Exchange Fund to holders of Shares upon transmittal of Certificates for exchange as provided therein and in Section 2.2(b). The Exchange Fund will shall not be used for any other purposespurpose. Any interest, dividends or other income earned by the Exchange Fund will shall be for the account of VIALOGAcquiror. (b) As soon as reasonably practicable after the date as of which the Stockholders act to approve and adopt this AgreementEffective Time, the Merger and the Transactions, the Company Acquiror will notify VIALOG thereof and VIALOG will promptly instruct the Exchange Agent to deliver issue (pursuant to instructions from each holder of record reasonably satisfactory to Acquiror and the Exchange Agent, and otherwise by mail to the Stockholders, for the purpose most recent address of accepting Certificates for exchange such holder as shown on the terms provided in Section 2.1(aCompany's books and records) at to such holder of a Certificate or Certificates which immediately prior to the Effective TimeTime evidenced outstanding Shares (other than Shares to be cancelled pursuant to Section 2.1(b) and any Dissenting Shares), and subject to withdrawal of Certificates by their holders prior thereto, (i) a letter of transmittal (which will shall specify that delivery will shall be effected, and risk of loss and title to the Certificates will shall pass, only upon proper delivery of the Certificates to the Exchange Agent and will shall be in such form and have such other provisions as VIALOG Acquiror and the Company may reasonably specify), ) and (ii) instructions to effect the surrender of the Certificates in exchange for the Exchange Merger Consideration. Subject to the occurrence of the Effective Time, upon Upon surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by VIALOG Acquiror together with such letter of transmittal, duly executed, and such other customary documents as may be reasonably required pursuant to such instructions (collectively, the "Transmittal Documents"), the holder of such Certificate will become shall be entitled to receive, as of the Effective Time, receive in exchange therefor the Exchange Merger Consideration which such holder has the right to receive receive, subject to Article 8 hereof, pursuant to Sections 2.1(a) and 2.1(d)) hereof, and the Certificate so surrendered will shall forthwith be canceledcancelled. In the event of a transfer of ownership of Shares which is not registered in the transfer records of the Company, the Exchange Merger Consideration may be issued and paid in accordance with this Article to a transferee if the Certificate evidencing such Shares is presented to the Exchange Agent, accompanied by all documents reasonably required to evidence and effect such transfer and by evidence that any applicable stock transfer taxes have been paid. The Exchange Merger Consideration will be delivered by the Exchange Agent within two business days (or such greater period not to exceed five business days as may be customarily required by the Exchange Agent) promptly following the later of (i) two business days after the Public Offering Closing Date, or (ii) surrender of a Certificate and the related Transmittal Documents, and cash payments for fractional shares and the cash portion of the Exchange Merger Consideration may be made by check (or, pursuant to instructions reasonably satisfactory to the Exchange Agent, by wire transfer). No interest will be payable on the Exchange Merger Consideration regardless of any delay in making payments. Until surrendered as contemplated by this Section, each Certificate will shall be deemed at any time after the Effective Time to evidence only the right to receive, upon such surrender, the Exchange Merger Consideration, without interest. (c) If In the event any Certificate is shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and subject to such other conditions as VIALOG Acquiror reasonably may impose, the Surviving Corporation will shall issue in exchange for such lost, stolen or destroyed Certificate the Exchange Merger Consideration deliverable in respect thereof as determined in accordance with Sections 2.1(a) and 2.1(d). VIALOG Acquiror may, in its discretion and as a condition precedent to authorizing the issuance thereof by the Surviving Corporation, require the owner of such lost, stolen or destroyed Certificate to provide a bond or other surety to VIALOG Acquiror and the Surviving Corporation in such sum as VIALOG Acquiror may reasonably direct as indemnity against any claim that may be made against VIALOG, VIALOG Merger Subsidiary Acquiror or the Surviving Corporation (and their Affiliates) with respect to the Certificate alleged to have been lost, stolen or destroyed. (d) Any portion of the Exchange Fund which remains undistributed to the holders of the Company Stock for thirty ninety (3090) days after the Effective Time will shall be delivered to VIALOG Acquiror upon demand by VIALOGAcquiror, and any holders of Certificates who have not theretofore complied with this Article will shall thereafter look only to VIALOG Acquiror for the Exchange Merger Consideration to which they are entitled pursuant to this Article. (e) None of VIALOGAcquiror, VIALOG Acquiror Merger Subsidiary, the Company or the Surviving Corporation will shall be liable to any holder of Shares for any shares of VIALOG Acquiror Stock or cash from the Exchange Fund delivered to a public official pursuant to any applicable abandoned property, escheat or similar law. (f) Each of VIALOGAcquiror, the Surviving Corporation and the Exchange Agent will shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any holder of Shares such amounts as VIALOGAcquiror, the Surviving Corporation or the Exchange Agent is required to deduct and withhold with respect to the making of such payment under the Code, or any provision of federal, state, local or foreign tax law. To the extent that amounts are so withheld by VIALOGAcquiror, the Surviving Corporation or the Exchange Agent, such withheld amounts will shall be treated for all purposes of this Agreement as having been paid to the holder of the Shares in respect of which such deduction and withholding was made by VIALOGAcquiror, the Surviving Corporation or the Exchange Agent.

Exchange of Certificates; Exchange Agent and Exchange Procedures. (a) Prior to the Effective Time, the Company and Acquiror shall designate Boston Equiserve (or such other bank or trust company as may be reasonably satisfactory to the Company and Acquiror) to act as Exchange Agent in the Merger Closing(the "Exchange Agent"). As soon as reasonably practicable after the Effective Time, VIALOG will Acquiror shall deposit or cause to be deposited with a bank, trust company or other Entity designated by VIALOG (the "Exchange Agent"), for the benefit of the holders of Shares for exchange in accordance with this Article, through the Exchange Agent, for the stock portion benefit of (i) the Merger Consideration multiplied by the number holders of all Shares issued and outstanding immediately prior to the Effective Time (other than Shares to be canceled cancelled pursuant to Section 2.1(b)2.1(c) (said number of Shares less Shares to be canceled to be referred to as the "Net and Dissenting Shares"), and within one (1A) business day cash (by wire transfer of the Public Offering Closing Date, a check or checks representing next day federal funds from the Underwriter in (or, pursuant to instructions reasonably satisfactory to the Exchange Agent, wire transfer of) in an amount equal to the Cash Merger Consideration multiplied by the number of all Shares (other than Shares to be cancelled pursuant to Section 2.1(c) and Dissenting Shares) (such number of Shares less Shares to be so cancelled and less Dissenting Shares, the "Net Shares Shares") less (1) the Common Stock Escrow Indemnity Contribution, (2) the Common Stock Expense Fund Contribution and (3) the Escrow Holdback Amount, if any, and (B) the Stock Merger Consideration multiplied by the Net Shares, plus cash in an amount sufficient to make payment for fractional shares, pursuant to Section 2.1(e), in exchange for all of the outstanding Net Shares (collectively the "Share Exchange Fund") and (ii) the holders of Preferred Shares (other than Preferred Shares to be cancelled pursuant to Section 2.1(c)) (A) cash (by wire transfer of federal funds pursuant to instructions reasonably satisfactory to the Exchange Agent) in an amount equal to the Preferred Cash Merger Consideration multiplied by the number of all Preferred Shares (other than Preferred Shares to be cancelled pursuant to Section 2.1(c)) (such number of Preferred Shares less Preferred Shares to be so cancelled, the "Net Preferred Shares") and (B) the Preferred Stock Merger Consideration multiplied by the Net Preferred Shares, plus cash in an amount sufficient to make payment for fractional shares pursuant to Section 2.1(e), in exchange for all Net Preferred Shares (the "Preferred Exchange Fund" and, together with the Share Exchange Fund, the "Exchange Fund"). The Exchange Agent will, pursuant to irrevocable instructions from VIALOG, deliver the Exchange Merger Consideration to be issued pursuant to Section 2.1(a) out of the Exchange Fund to holders of Shares upon transmittal of Certificates for exchange as provided therein and in Section 2.2(b). The Exchange Fund will not be used for any other purposes. Any interest, dividends or other income earned by the Exchange Fund will be for the account of VIALOG. (b) As soon as reasonably practicable after the date as of which the Stockholders act to approve and adopt this AgreementEffective Time, the Merger and the Transactions, the Company Acquiror will notify VIALOG thereof and VIALOG will promptly instruct the Exchange Agent to deliver issue (pursuant to instructions from each holder of record reasonably satisfactory to Acquiror, the Company and the Exchange Agent, and otherwise by mail to the Stockholders, for the purpose most recent address of accepting Certificates for exchange such holder as shown on the terms provided in Section 2.1(abooks and records of the applicable Arcus Entity) at to each holder of a Certificate which immediately prior to the Effective TimeTime evidenced Net Shares or Net Preferred Shares, and subject to withdrawal of Certificates by their holders prior thereto, (i) a letter of transmittal (which will shall specify that delivery will shall be effected, and risk of loss and title to the such Certificates will shall pass, only upon proper delivery of the Certificates to the Exchange Agent and will shall be in such form and have such other provisions as VIALOG Acquiror and the Company may reasonably specify), ) and (ii) instructions to effect the surrender of the such Certificates in exchange for the Exchange Merger Consideration. Subject to the occurrence of the Effective Time, upon Upon surrender of a Certificate which immediately prior to the Effective Time evidenced Net Shares or Net Preferred Shares for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by VIALOG Acquiror together with such letter of transmittal, duly executed, and such other customary documents as may be reasonably required pursuant to such instructions (collectively, the "Transmittal Documents"), the holder of such Certificate will become shall be entitled to receive, as of the Effective Time, receive in exchange therefor the Exchange Merger Consideration which such holder has the right to receive receive, subject to Article 8 hereof, pursuant to Sections 2.1(a) and 2.1(d)2.1(b) hereof, and the Certificate so surrendered will shall forthwith be canceledcancelled. In the event of a transfer of ownership of Shares which or Preferred Shares that is not registered in the transfer records of the Company, UAC or ATSI, the Exchange Merger Consideration which a transferee has the right to receive may be issued and paid in accordance with this Article to a such transferee if the Certificate evidencing such Shares is presented to the Exchange Agent, accompanied by all documents reasonably required to evidence and effect such transfer and by evidence that any applicable stock transfer taxes have been paid. The Exchange appropriate Merger Consideration will be delivered by the Exchange Agent within two business days (or such greater period not to exceed five business days as may be customarily required by the Exchange Agent) promptly following the later of (i) two business days after the Public Offering Closing Date, or (ii) surrender of a Certificate and delivery of the related Transmittal Documents, and cash payments for fractional shares and the cash portion of the Exchange Merger Consideration may be made by check (or, pursuant to instructions reasonably satisfactory to the Exchange Agent, by wire transfer). No interest will Each Certificate (other than Certificates representing Shares or Preferred Shares to be payable on the Exchange Merger Consideration regardless of any delay in making payments. Until surrendered as contemplated by this Section, each Certificate will cancelled pursuant to Section 2.1(c) or Dissenting Shares) shall be deemed at any time all times after the Effective Time to evidence only the right to receive, upon such surrender, the Exchange Merger Common Consideration or the Exchange Preferred Consideration, as appropriate, without interestinterest from the Effective Time. (c) If In the event any Share Certificate is or Preferred Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and subject to such other conditions as VIALOG Acquiror and the Company reasonably may impose, the Surviving Corporation will shall issue in exchange for such lost, stolen or destroyed Certificate the Exchange Merger Common Consideration or Exchange Preferred Consideration deliverable in respect thereof as determined in accordance with Sections 2.1(a) and 2.1(d2.1(b). VIALOG Acquiror may, in its discretion and as a condition precedent to authorizing the issuance thereof by the Surviving Corporation, require the owner of such lost, stolen or destroyed Certificate to provide a bond or other surety to VIALOG Acquiror and the Surviving Corporation in such sum as VIALOG Acquiror may reasonably direct as indemnity against any claim that may be made against VIALOG, VIALOG Merger Subsidiary Acquiror or the Surviving Corporation (and their Affiliates) with respect to the Certificate alleged to have been lost, stolen or destroyed. (d) Any portion of the Exchange Fund which remains undistributed to the holders of the Company Stock or the Company Preferred, as the case may be, for thirty ninety (3090) days after the Effective Time will shall be delivered to VIALOG Acquiror upon demand by VIALOGAcquiror, and any holders of Certificates who have not theretofore complied with this Article will shall thereafter look only to VIALOG Acquiror for the Exchange Merger Consideration or Exchange Preferred Consideration to which they are entitled pursuant to this Article. (e) None of VIALOG, VIALOG Merger SubsidiaryAcquiror, the Company or Company, UAC, ATSI, the Surviving Corporation will or the Exchange Agent shall be liable to any holder of Shares or Preferred Shares for any shares of VIALOG Acquiror Stock or cash from the Exchange Fund delivered to a public official pursuant to any applicable abandoned property, escheat or similar law. (f) Each of VIALOG, the Surviving Corporation Acquiror and the Exchange Agent will shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any holder of Shares or Preferred Shares such amounts as VIALOG, the Surviving Corporation Acquiror or the Exchange Agent is required to deduct and withhold with respect to the making of such payment under the Code, or any provision of federal, state, local or foreign tax law. To the extent that amounts are so withheld by VIALOG, the Surviving Corporation Acquiror or the Exchange Agent, such withheld amounts will shall be treated for all purposes of this Agreement as having been paid to the holder of the Shares or Preferred Shares in respect of which such deduction and withholding was made by VIALOG, the Surviving Corporation Acquiror or the Exchange Agent.