Common use of Exchange of Certificates Clause in Contracts

Exchange of Certificates. (a) As soon as reasonably practicable after the Effective Time, the Exchange Agent shall mail to each holder of record of a Certificate immediately prior to the Effective Time whose shares of Company Common Stock were converted into the right to receive shares of Acquiror Common Stock pursuant to Section 2.1 a customary form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent) containing instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon proper surrender of a Certificate for exchange and cancellation to the Exchange Agent, together with a letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration that such holder has the right to receive in respect of the shares of Company Common Stock formerly represented by such Certificate, and such Certificate so surrendered shall forthwith be cancelled. No interest will be paid or accrued for the benefit of holders of the Certificates on the Merger Consideration payable upon the surrender of the Certificates. Notwithstanding anything to the contrary contained in this Agreement, no holder of Book-Entry Shares shall be required to deliver a Certificate or an executed letter of transmittal to the Exchange Agent in order to receive the Merger Consideration that such holder is entitled to receive pursuant to Article II. In lieu thereof, each holder of record of Book-Entry Shares whose shares of Company Common Stock were converted into the right to receive shares of Acquiror Common Stock pursuant to Section 2.1 shall automatically upon the Effective Time (or, at any later time at which such Book-Entry Shares shall be so converted) be entitled to receive, and Acquiror shall cause the Exchange Agent to pay and deliver as promptly as practicable after the Effective Time, the Merger Consideration that such holder is entitled to receive pursuant to Article II, and the Book Entry Shares of such holder shall forthwith be cancelled.

Exchange of Certificates. (a) Prior to the Effective ------------------------ Time, a bank or trust company shall be designated by Parent which shall be reasonably acceptable to the Company (the "Exchange Agent") to act as exchange agent in effecting the exchange of the Per Share Amount for certificates (the "Certificates") that, immediately prior to the Effective Time, evidenced Shares entitled to payment pursuant to Section 2.07(a) hereof. As soon as reasonably practicable after the Effective Time, the Surviving Corporation shall instruct the Exchange Agent shall to mail or otherwise deliver to each holder record holder, immediately prior to the Effective Time, of record of a an outstanding Certificate or Certificates which immediately prior to the Effective Time whose shares of Company Common Stock were converted into the right to receive shares of Acquiror Common Stock pursuant to Section 2.1 evidenced Shares, a customary form of letter of transmittal and instructions for use in effecting the surrender of the Certificates for payment thereof (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent) containing instructions for use Agent and shall be in effecting such form and have such other provisions as Parent may reasonably specify). Upon the surrender of the Certificates in exchange for the Merger Consideration. Upon proper surrender of a Certificate for exchange and cancellation to the Exchange Agenteach such Certificate, together with a duly executed letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, transmittal and such other customary documents as may be required pursuant to such the instructions, the Exchange Agent shall pay the holder of such Certificate shall be entitled an amount in cash equal to receive in exchange therefor the Merger Consideration that such holder has Per Share Amount multiplied by the right to receive in respect number of the shares of Company Common Stock Shares formerly represented evidenced by such Certificate, in exchange therefor, and such Certificate so surrendered shall forthwith be cancelled. Until so surrendered and exchanged, each such Certificate (other than Certificates representing Dissenting Shares or Shares held by Parent, Acquisition or the Company, or any direct or indirect subsidiary thereof) shall represent solely the right to receive the Per Share Amount multiplied by the number of Shares formerly evidenced by such Certificate. No interest will shall be paid or accrued for the benefit of holders of the Certificates accrue on the Merger Consideration payable upon Per Share Amount. If the surrender of Per Share Amount (or any portion thereof) is to be delivered to any person other than the Certificates. Notwithstanding anything to person in whose name the contrary contained Certificate evidencing Shares surrendered in this Agreementexchange therefor is registered, no holder of Book-Entry Shares it shall be required a condition to deliver a such exchange that the Certificate so surrendered shall be properly endorsed or an executed letter of transmittal otherwise be in proper form for transfer and that the person requesting such exchange shall pay to the Exchange Agent in order any transfer or other taxes required by reason of the payment of the Per Share Amount to receive a person other than the Merger Consideration that such holder is entitled to receive pursuant to Article II. In lieu thereof, each registered holder of record the Certificate surrendered, or shall establish to the satisfaction of Book-Entry Shares whose shares of Company Common Stock were converted into the right to receive shares of Acquiror Common Stock pursuant to Section 2.1 shall automatically upon the Effective Time (or, at any later time at which such Book-Entry Shares shall be so converted) be entitled to receive, and Acquiror shall cause the Exchange Agent to pay that such tax has been paid or is not applicable. From and deliver as promptly as practicable after the Effective Time, the Merger Consideration that such holder is entitled holders of Certificates shall cease to receive pursuant have any rights with respect to Article IIShares, and the Book Entry Shares of such holder shall forthwith be cancelledexcept as otherwise provided herein or by law.

Exchange of Certificates. (a) As soon as reasonably practicable after the Effective Time, the Exchange Agent Wireless shall mail to each holder of record of a Certificate certificate or certificates (the "Certificates") that immediately prior to the Effective Time whose evidenced outstanding shares of Company Common Capital Stock which were converted into the right to receive shares of Acquiror Common Stock pursuant to Section 2.1 a customary form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery such holder's ratable portion of the Certificates to the Exchange Agent) containing Initial Wireless Merger Stock instructions for use in effecting the surrender of the Certificates in exchange for such holder's ratable portion of the Initial Wireless Merger ConsiderationStock. Upon proper surrender of a Certificate for exchange and cancellation to the Exchange AgentWireless or to other agent or agents as may be appointed by Wireless, together with a such letter of transmittal, duly completed and validly executed in accordance with the instructions theretoexecuted, and such other documents as reasonably may be required pursuant to such instructionsby Wireless, the holder of such Certificate shall be entitled to receive in exchange therefor therefore the ratable portion of the Initial Wireless Merger Consideration Stock into which the shares of Company Capital Stock theretofore evidenced by such Certificate shall have been converted pursuant to this Agreement, and the Certificate so surrendered forthwith shall be canceled. In the event of a transfer of ownership of Company Capital Stock that is not registered in the transfer records of the Company, delivery may be made to a Person other than the Person in whose name the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the Person requesting such delivery shall pay all transfer and other Taxes required by reason of the payment to a Person other than the registered holder of such Certificate or establish to the satisfaction of Wireless that such holder Tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.08, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive in respect upon such surrender the ratable portion of the Initial Wireless Merger Stock and any Additional Wireless Merger Stock which may hereafter be issued purusant to Section 2.06, without interest, into which the shares of Company Common Capital Stock formerly represented theretofore evidenced by such Certificate, and such Certificate so surrendered shall forthwith be cancelledhave been converted pursuant to Section 2.03. No interest will shall be paid or accrued for the benefit of holders of the Certificates accrue on the any Wireless Merger Consideration Stock payable upon the surrender of the Certificates. Notwithstanding anything to the contrary contained in this Agreement, no holder of Book-Entry Shares shall be required to deliver a Certificate or an executed letter of transmittal to the Exchange Agent in order to receive the Merger Consideration that such holder is entitled to receive pursuant to Article II. In lieu thereof, each holder of record of Book-Entry Shares whose shares of Company Common Stock were converted into the right to receive shares of Acquiror Common Stock pursuant to Section 2.1 shall automatically upon the Effective Time (or, at any later time at which such Book-Entry Shares shall be so converted) be entitled to receive, and Acquiror shall cause the Exchange Agent to pay and deliver as promptly as practicable after the Effective Time, the Merger Consideration that such holder is entitled to receive pursuant to Article II, and the Book Entry Shares of such holder shall forthwith be cancelledCertificate.

Exchange of Certificates. (a) As soon At the Closing, certificates (the “Certificates”) representing all of the issued and outstanding shares of Common Stock shall be surrendered for cancellation and termination in the Merger. At the Effective Time, each Certificate shall be canceled in exchange for the amount of Merger Consideration pursuant to Section 2.2(a). After payment of all fees and expenses incurred by the Company in connection with this Agreement in accordance with Section 7.5 from the Cash Consideration portion of the Merger Consideration, the Merger Consideration shall be distributed as reasonably practicable follows to the extent Certificates have been surrendered, at Closing (or thereafter upon surrender of Certificates): (i) Parent shall cause the remaining Cash Consideration to be wired to an account designated by the Sole Stockholder, less $822,975 which shall be placed in escrow to satisfy the obligations pursuant to Article XII hereof (the “Cash Escrow”), and (ii) Parent shall cause the Equity Consideration to be distributed to the Sole Stockholder in the amount set forth on Schedule 2.2, less that number of shares of Parent Common Stock issued as part of the Equity Consideration as shall be obtained by dividing $425,000 by the Closing Market Price which shall be placed in escrow to satisfy the obligations pursuant to Article XII hereof (the “Equity Escrow”). Until surrendered, each outstanding Certificate which immediately prior to the Effective Time represented shares of Common Stock shall be deemed for all corporate purposes to evidence ownership of the amount of cash and shares of Parent Common Stock issuable upon conversion of such shares of Common Stock, but shall, have no other rights. From and after the Effective Time, the Exchange Agent shall mail to each holder holders of record of a Certificate immediately prior to the Effective Time whose shares of Company Common Stock were converted into the right shall cease to receive have any rights in respect of such shares of Acquiror Common Stock pursuant to Section 2.1 a customary form of letter of transmittal (which shall specify that delivery and their rights shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent) containing instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon proper surrender of a Certificate for exchange and cancellation to the Exchange Agent, together with a letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration that such holder has the right to receive solely in respect of the amount of cash and shares of Company Parent Common Stock formerly represented by into which such Certificate, and such Certificate so surrendered shall forthwith be cancelled. No interest will be paid or accrued for the benefit of holders of the Certificates on the Merger Consideration payable upon the surrender of the Certificates. Notwithstanding anything to the contrary contained in this Agreement, no holder of Book-Entry Shares shall be required to deliver a Certificate or an executed letter of transmittal to the Exchange Agent in order to receive the Merger Consideration that such holder is entitled to receive pursuant to Article II. In lieu thereof, each holder of record of Book-Entry Shares whose shares of Company Common Stock were converted into the right to receive shares of Acquiror Common Stock pursuant to Section 2.1 shall automatically upon the Effective Time (or, at any later time at which such Book-Entry Shares shall be so have been converted) be entitled to receive, and Acquiror shall cause the Exchange Agent to pay and deliver as promptly as practicable after the Effective Time, the Merger Consideration that such holder is entitled to receive pursuant to Article II, and the Book Entry Shares of such holder shall forthwith be cancelled.

Exchange of Certificates. (a) At or promptly following the Effective Time, Buyer shall deposit, or cause to be deposited with the Exchange Agent for the benefit of holders of shares of Company Common Stock, cash and certificates representing shares of Buying Entities' Common Stock, constituting the Merger Consideration. For purposes of this Section 1.5, holders of Company OP Units shall be treated in the same manner as holders of shares of Company Common Stock. (b) As soon as reasonably practicable after of or promptly after, and in any event not later than one business day following, the Effective Time, the Surviving Entity shall cause the Exchange Agent shall to mail (and to make available for collection by hand) to each holder of record of a Certificate certificate or certificates, which immediately prior to the Effective Time whose represented outstanding shares of Company Common Stock were converted into (the right to receive shares of Acquiror Common Stock pursuant to Section 2.1 "Certificates"), (i) a customary form of letter of transmittal and a Form of Election (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange AgentAgent and which shall be in the form and have such other provisions as Buyer and the Company may reasonably specify) containing and (ii) instructions for use in effecting the surrender of the Certificates in exchange for (A) a certificate or certificates representing the number of full shares of Buying Entities' Common Stock, if any, into which all or a portion of the number of shares of Company Common Stock previously represented by such Certificate have been converted pursuant to this Agreement and (B) the amount of cash, if any, into which all or a portion of the number of shares of Company Common Stock previously represented by such Certificate shall have been converted pursuant to this Agreement (which instructions shall provide that at the election of the surrendering holder, Certificates may be surrendered, and the Merger ConsiderationConsideration in exchange therefor collected, by hand delivery). Upon proper surrender of a Certificate for exchange and cancellation to the Exchange Agent, together with a Form of Election and a letter of transmittal, transmittal duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration that such holder has the right to receive in respect of the shares for each share of Company Common Stock formerly represented by such Certificate, to be mailed (or made available for collection by hand if so elected by the surrendering holder) within three business days of receipt thereof, and such the Certificate so surrendered shall be forthwith be cancelled. The Exchange Agent shall accept such Certificates upon compliance with such reasonable terms and conditions as the Exchange Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. No interest will shall be paid or accrued for the benefit of holders of the Certificates on the Merger Consideration payable upon the surrender of the Certificates. Notwithstanding anything (c) No dividends or other distributions with respect to shares of Buying Entities' Common Stock with a record date after the Effective Time shall be paid to the contrary contained in this Agreement, no holder of Book-Entry Shares shall be required to deliver a any unsurrendered Certificate or an executed letter of transmittal with respect to the Exchange Agent in order to receive shares of Buying Entities' Common Stock represented thereby by reason of the Merger Consideration that such holder is entitled to receive pursuant to Article II. In lieu thereof, each holder conversion of record of Book-Entry Shares whose shares of Company Common Stock were converted into the right pursuant to receive Sections 1.2(a), 1.3 and 1.4 hereof and no cash payment in lieu of fractional shares of Acquiror Common Stock shall be paid to any such holder pursuant to Section 2.1 1.5(d) hereof until the surrender of such Certificate in accordance with this Article I. Subject to the effect of applicable laws, following surrender of any such Certificate, there shall automatically be paid to the person in whose name the shares of Buying Entities' Common Stock are registered (i) at the time of such surrender or as promptly after the sale of the Excess Shares (as defined in Section 1.5(d) hereof) as practicable, the amount of any cash payable in lieu of fractional shares of Buying Entities' Common Stock to which such holder is entitled pursuant to Section 1.5(d) hereof and the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such Buying Entities' Common Stock issued upon conversion of Company Common Stock, and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time but prior to such surrender and a payment date subsequent to such surrender payable with respect to such Buying Entities' Common Stock. (d) Notwithstanding any other provision of this Agreement, no fraction of a share of Buying Entities' Common Stock shall be issued in connection with the Merger, and such fractional interest shall not entitle the owner thereof to vote or to any rights as a security holder of the Buying Entities. In lieu of any such fractional security, each holder of shares of Company Common Stock otherwise entitled to a fraction of a share of Buying Entities' Common Stock will be entitled to receive in accordance with the provisions of this Section 1.5 from the Exchange Agent, a cash payment representing such holder's proportionate interest in the net proceeds from the sale by the Exchange Agent on behalf of all such holders of the aggregate of the fractions of Buying Entities' Common Stock which would otherwise be issued (the "Excess Shares"). The sale of the Excess Shares by the Exchange Agent shall be executed on the NYSE through one or more member firms of the NYSE and shall be executed in round lots to the extent practicable. Until the net proceeds of such sale or sales have been distributed to the holders of shares of Company Common Stock, the Exchange Agent will, subject to Section 1.5(e) hereof, hold such proceeds in trust for the holders of shares of Company Common Stock (the "Excess Shares Trust"). Buyer shall pay all commissions, transfer taxes and other out-of- pocket transaction costs, including the expenses and compensation, of the Exchange Agent incurred in connection with such sale of the Excess Shares. As soon as practicable after the determination of the amount of cash, if any, to be paid to holders of shares of Company Common Stock in lieu of any fractional Buying Entities' Common Stock, the Exchange Agent shall make available such amounts to such holders of shares of Company Common Stock. (e) Any portion of the Merger Consideration deposited with the Exchange Agent pursuant to this Section 1.5 (the "Exchange Fund") which remains undistributed to the holders of the Certificates for one year after the Effective Time shall be delivered to Buyer, upon demand, and any holders of shares of Company Common Stock prior to the Merger who have not theretofore complied with this Article I shall thereafter look only to Buyer and only as general creditors thereof for payment of their claim for (i) cash, if any, (ii) shares of Buying Entities' Common Stock, if any, (iii) any cash in lieu of fractional shares of Buying Entities' Common Stock and (iv) any dividends or distributions with respect to shares of Buying Entities' Common Stock to which such holders may be entitled. (f) None of Buyer, the Buying Entities, the Company or the Exchange Agent shall be liable to any Person in respect of shares of Buying Entities' Common Stock or cash from the Exchange Fund delivered to a public official pursuant to any applicable abandoned property, escheat or similar law. If any Certificates shall not have been surrendered prior to one year after the Effective Time (oror immediately prior to such earlier date on which (i) any cash, at (ii) any later time at cash in lieu of fractional shares of retained shares of Buying Entities' Common Stock, (iii) any shares of Buying Entities' Common Stock or (iv) any dividends or distributions with respect to shares of Buying Entities' Common Stock in respect of which such Book-Entry Shares Certificate would otherwise escheat to or become the property of any Governmental Entity (as defined in Section 3.3(b) hereof)), any such shares of Buying Entities' Common Stock, cash, dividends or distributions in respect of such Certificate shall, to the extent permitted by applicable law, become the property of Buyer, free and clear of all claims or interest of any Person previously entitled thereto. (g) The Exchange Agent shall invest any cash included in the Exchange Fund, as directed by Buyer on a daily basis. Any interest and other income resulting from such investments shall be so convertedpaid to the Company. Nothing contained in this Section 1.5(g) be entitled to receiveshall relieve Buyer, and Acquiror shall cause the Buying Entities or the Exchange Agent from making the payments required by this Article I to pay be made to the holders of shares of Company Common Stock and deliver to holders of Company Stock Options (as promptly as practicable after the Effective Time, the Merger Consideration that such holder is entitled to receive pursuant to Article II, and the Book Entry Shares of such holder shall forthwith be cancelled.defined in Section 1.9 hereof). SECTION 1.6

Exchange of Certificates. Promptly following the Effective Time (abut in no event later than three (3) As soon as reasonably practicable after Business Days following the Effective Time), Parent shall cause the Exchange Paying Agent shall to mail to each holder of record of a Certificate or Certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (the “Certificates”, it being understood that any references herein to “Certificates” shall be deemed to include references to book-entry account statements relating to the ownership of shares of Company Common Stock) and whose shares of Company Common Stock were have been converted into the right to receive shares of Acquiror Common Stock Merger Consideration pursuant to Section 2.1 Article I (i) a customary form of letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates Certificates, or appropriate affidavits of loss in lieu thereof as provided below, to the Exchange Paying Agent) containing and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon proper surrender of a Certificate for exchange and cancellation (or, subject to Section 2.6 below, an appropriate affidavit of loss in lieu thereof) to the Exchange Agent, Paying Agent together with a such letter of transmittal, duly properly completed and validly executed in accordance with the instructions theretoduly executed, and such other documents as may be reasonably required pursuant to such instructionsinstructions (or, if such shares are held in book-entry or other uncertificated form, upon the entry through a book-entry transfer agent of the surrender of such shares on a book-entry account statement), the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration that which such holder has the right to receive in respect of the shares of Company Common Stock formerly represented by such Certificate, and such the Certificate so surrendered shall forthwith be cancelled. No interest will be paid or accrued for the benefit of holders of the Certificates on the any Merger Consideration payable upon the surrender to holders of the Certificates. Notwithstanding anything to In the contrary contained in this Agreement, no holder event of Book-Entry Shares shall be required to deliver a Certificate or an executed letter transfer of transmittal to the Exchange Agent in order to receive the Merger Consideration that such holder is entitled to receive pursuant to Article II. In lieu thereof, each holder ownership of record of Book-Entry Shares whose shares of Company Common Stock were converted into which is not registered in the transfer records of the Company, the Merger Consideration may be issued to a transferee if the Certificate representing such shares of Company Common Stock is presented to the Paying 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 Article II, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive shares of Acquiror Common Stock pursuant to Section 2.1 shall automatically upon the Effective Time (or, at any later time at which such Book-Entry Shares shall be so converted) be entitled to receive, and Acquiror shall cause the Exchange Agent to pay and deliver as promptly as practicable after the Effective Time, surrender the Merger Consideration that such holder is entitled or the right to receive pursuant demand to be paid the “fair value” of the shares represented thereby as contemplated by Article II, and the Book Entry Shares of such holder shall forthwith be cancelled.I.

Exchange of Certificates. (a) As soon as reasonably practicable after the Effective TimeMilestone Date (and in no event later than thirty (30) days after the Milestone Date), Parent shall notify the Rights Agent of the occurrence of the Milestone Date, the Exchange aggregate Milestone Payments received by the Company or its affiliates (including Parent) and the Per Share Price, and the Rights Agent shall shall, upon being provided with the notice and instructions for surrender referred to below, promptly thereafter mail to each holder all Holders of record of CVRs (i) notice of the occurrence of the Milestone Date and of the number of Rights Shares per CVR that Holders are entitled to receive upon surrender of their CVR Certificates and (ii) instructions for surrendering their CVR Certificates in exchange for a Certificate immediately prior certificate representing shares of Parent Common Stock and cash in lieu of fractional shares (calculated in accordance with Section 4.1(a) and 4.1(b), respectively). Upon surrender of CVR Certificates for cancellation to the Effective Time whose shares of Company Common Stock were converted into the right to receive shares of Acquiror Common Stock pursuant to Section 2.1 Rights Agent, together with a customary form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss of, and title to to, the CVR Certificates shall pass, only upon delivery of the CVR Certificates to the Exchange Rights Agent) containing instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon proper surrender of a Certificate for exchange and cancellation to the Exchange Agent, together with a letter of transmittal, duly completed other requested documents and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructionsthereon, the holder Holder of such Certificate Certificates shall be entitled to receive in exchange therefor (a) a certificate representing that number of whole shares of Parent Common Stock into which the Merger Consideration that CVRs theretofore represented by the CVR Certificates so surrendered shall have been converted pursuant to the provisions of this Agreement and (b) a check in the amount of any cash due pursuant to Section 4.1(b) or Section 4.4. No interest shall be paid or shall accrue on any such holder has amounts. Until surrendered in accordance with the provisions of this Section, each CVR Certificate shall represent for all purposes only the right to receive the CVR Consideration and, if applicable, amounts under Section 4.4. Shares of Parent Common Stock into which the CVRs shall be converted at the Milestone Date shall be deemed to have been issued on the Milestone Date. Subject to Section 6 hereof, if any certificates representing shares of Parent Common Stock are to be issued in respect a name other than that in which the CVR Certificate surrendered is registered, it shall be a condition of such exchange that the person requesting such exchange shall deliver to the Rights Agent all documents necessary to evidence and effect such transfer and shall pay to the Rights Agent any transfer or other taxes required by reason of the issuance of a certificate representing shares of Company Parent Common Stock formerly represented by in a name other than that of the registered Holder of the CVR Certificate surrendered, or establish to the satisfaction of the Rights Agent that such Certificate, and such Certificate so surrendered shall forthwith be cancelled. No interest will be tax has been paid or accrued is not applicable. Beginning the date which is six months following the Milestone Date, Parent shall act as the Rights Agent and thereafter any holder of an unsurrendered CVR Certificate shall look solely to Parent for the benefit of holders of the Certificates on the Merger Consideration payable upon the surrender of the Certificatesany amounts to which such Holder may be due, subject to applicable law. Notwithstanding anything to the contrary contained in any other provisions of this Agreement, no holder any portion of Book-Entry Shares the CVR Consideration remaining unclaimed five years after the Milestone Date (or such earlier date immediately prior to such time as such amounts would otherwise escheat to, or become property of, any governmental entity) shall be required to deliver a Certificate or an executed letter of transmittal returned to the Exchange Agent in order to receive the Merger Consideration that such holder is entitled to receive pursuant to Article II. In lieu thereof, each holder of record of Book-Entry Shares whose shares of Company Common Stock were converted into the right to receive shares of Acquiror Common Stock pursuant to Section 2.1 shall automatically upon the Effective Time (or, at any later time at which such Book-Entry Shares shall be so converted) be entitled to receive, and Acquiror shall cause the Exchange Agent to pay and deliver as promptly as practicable after the Effective Time, the Merger Consideration that such holder is entitled to receive pursuant to Article II, and the Book Entry Shares of such holder shall forthwith be cancelledParent.

Exchange of Certificates. (a) As soon as reasonably practicable On or after the Effective Timeeffective date of the merger, the Exchange Agent shall mail to each holder of record of a Certificate immediately prior to the Effective Time whose certificate theretofore evidencing outstanding shares of Company Common Stock were converted into the right to receive common stock of CASINO (other than shares of Acquiror Common Stock pursuant to Section 2.1 a customary form of letter of transmittal (which shall specify held by dissenting stockholders and shares that delivery shall be effectedare automatically cancelled as hereinafter provided), and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent) containing instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon proper surrender of a Certificate for exchange and cancellation same to the Exchange Agent, together with a letter transfer agent of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents agent or agents as may shall be required pursuant to such instructionsappointed by AIC, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate or certificates evidencing the Merger Consideration that such holder has the right to receive in respect pro-rata number of full AIC shares for which the shares of Company Common Stock formerly common stock of CASINO theretofore represented by such Certificate, and such Certificate the certificate or certificates so surrendered shall forthwith be cancelledand exchanged. No interest will be paid or accrued for the benefit of holders of the Certificates on the Merger Consideration payable upon the surrender of the Certificates. Notwithstanding anything to the contrary contained in this Agreement, no holder of Book-Entry Shares shall be required to deliver a Certificate or an executed letter of transmittal to the Exchange Agent in order to receive the Merger Consideration that such holder is entitled to receive pursuant to Article II. In lieu thereof, each holder of record of Book-Entry Shares whose shares of Company Common Stock were converted into the right to receive shares of Acquiror Common Stock pursuant to Section 2.1 shall automatically upon the Effective Time (or, at any later time at which such Book-Entry Shares shall be so converted) be entitled to receive, and Acquiror shall cause the Exchange Agent to pay and deliver as promptly As soon as practicable after the Effective Timeeffective date of the merger, the Merger Consideration Transfer Agent will send a notice and transmittal form to each holder of an outstanding certificate which immediately prior to the effective time of such merger evidenced shares of common stock of CASINO and which is to be exchanged for AIC as provided for herein, advising such stockholder of the terms of the exchange effected by such merger and the procedure for surrendering to the Transfer Agent (which may appoint forwarding agents) such certificate for exchange into one or more certificates evidencing AIC shares. Until so surrendered, each outstanding certificate which, prior to the effective date of such merger, represented common stock of CASINO (other than shares previously held by dissenting stockholders) will be deemed for all corporate purposes of AIC to evidence ownership of the pro-rata number of full AIC shares for which the shares of common stock of CASINO represented thereby were exchanged; provided, however, that until such holder is entitled outstanding certificates formerly evidencing common stock of CASINO are surrendered, no dividend payable to receive holders of record of AIC shares as of any date subsequent to the effective date of such merger or any cash in lieu of any fraction of a AIC share payable pursuant to Article II, and Section 1,05 hereof shall be paid to the Book Entry Shares holder of such holder outstanding certificates in respect thereof. After the effective date of such merger there shall forthwith be cancelledno further registry of transfers on the records of CASINO of shares of common stock of CASINO and, if a certificate evidencing such shares is presented to AIC, it shall be canceled and exchanged for a certificate evidencing shares of AIC common stock as herein provided.

Exchange of Certificates. (a) As soon as reasonably practicable after the Effective Time, and in no event later than ten (10) business days thereafter, the Surviving Corporation shall cause the Exchange Agent shall to mail to each holder of record of a Certificate immediately prior to the Effective Time whose shares of Company one or more OSB Common Stock were converted into the right to receive shares of Acquiror Common Stock pursuant to Section 2.1 Certificates a customary form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the OSB Common Stock Certificates shall pass, only upon delivery of the OSB Common Stock Certificates to the Exchange Agent) containing and instructions for use in effecting the surrender of the OSB Common Stock Certificates in exchange for FCB Common Stock Certificates and any cash in lieu of fractional shares into which the Merger Considerationshares of OSB Common Stock represented by such OSB Common Stock Certificate or Certificates shall have been converted pursuant to this Agreement and the Plan of Merger. Upon proper surrender of a an OSB Common Stock Certificate for exchange and cancellation to the Exchange Agent, together with a such properly completed letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructionsexecuted, the holder of such OSB Common Stock Certificate shall be entitled to receive in exchange therefor therefor, as applicable, (i) a FCB Common Stock Certificate representing that number of whole shares of FCB Common Stock to which such holder of OSB Common Stock shall have become entitled pursuant to the Merger Consideration provisions of Section 1.4 hereof, and (ii) a check representing the amount of any cash in lieu of fractional shares that such holder has the right to receive in respect of the shares of Company such OSB Common Stock formerly represented by such Certificate, and such the OSB Common Stock Certificate so surrendered shall forthwith be cancelledcanceled. No interest will be paid or accrued for the benefit on any cash in lieu of fractional shares payable to holders of the Certificates on the Merger Consideration payable upon the surrender of the Certificates. Notwithstanding anything to the contrary contained in this Agreement, no holder of Book-Entry Shares shall be required to deliver a Certificate or an executed letter of transmittal to the Exchange Agent in order to receive the Merger Consideration that such holder is entitled to receive pursuant to Article II. In lieu thereof, each holder of record of Book-Entry Shares whose shares of Company OSB Common Stock were converted into the right to receive shares of Acquiror Common Stock pursuant to Section 2.1 shall automatically upon the Effective Time (or, at any later time at which such Book-Entry Shares shall be so converted) be entitled to receive, and Acquiror shall cause the Exchange Agent to pay and deliver as promptly as practicable after the Effective Time, the Merger Consideration that such holder is entitled to receive pursuant to Article II, and the Book Entry Shares of such holder shall forthwith be cancelledCertificates.

Exchange of Certificates. (a) As soon as reasonably practicable From and after the Effective Time, the Exchange Agent shall mail to each holder of record of a Certificate certificate which immediately prior to the Effective Time whose represented issued and outstanding shares of Company Common Stock were converted into the right to receive (other than shares of Acquiror Common Stock pursuant to described in Section 2.1 a customary form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent3.1(b)) containing instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon proper surrender of a Certificate for exchange and cancellation to the Exchange Agent, together with a letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor therefor, upon surrender thereof to an exchange agent reasonably satisfactory to Parent and the Merger Consideration that Company (the "EXCHANGE AGENT"), a certificate or certificates representing the number of whole shares of Parent Stock to which such holder has the right is entitled pursuant to receive Section 3.1(a), any dividends and distributions in respect of the such shares of Parent Stock and any cash in lieu of a fractional share, as contemplated by Sections 3.3 and 3.4 hereof. Notwithstanding any other provision of this Agreement, (i) until holders or transferees of certificates formerly representing shares of Company Common Stock formerly represented by such Certificatehave surrendered them for exchange as provided herein, and such Certificate so surrendered no dividends or distributions on shares of Parent Stock shall forthwith be cancelled. No interest will be paid or accrued for with respect to any shares of Parent Stock to which the benefit holder of holders of the Certificates on the Merger Consideration payable upon the surrender of the Certificates. Notwithstanding anything any such certificate would be entitled pursuant to the contrary contained in this Agreement, terms hereof and no holder of Book-Entry Shares payment for fractional shares shall be required made and (ii) without regard to deliver a Certificate or an executed letter of transmittal to the Exchange Agent in order to receive the Merger Consideration that when such holder is entitled to receive pursuant to Article II. In lieu thereof, each holder of record of Book-Entry Shares whose certificates formerly representing shares of Company Common Stock were converted into the right are surrendered for exchange as provided herein, no interest shall be paid on any dividends or distributions or any payment for fractional shares. Upon surrender of a certificate which immediately prior to receive shares of Acquiror Common Stock pursuant to Section 2.1 shall automatically upon the Effective Time represented issued and outstanding shares of Company Common Stock (orother than shares described in Section 3.1(b)), at any later time at which such Book-Entry Shares there shall be so convertedpaid to the holder of such certificate (i) be entitled to receive, and Acquiror shall cause at the Exchange Agent to pay and deliver as promptly as practicable after the Effective Timetime of such surrender, the Merger Consideration that amount of any cash payable in lieu of a fractional share of Parent Stock to which such holder is entitled to receive pursuant to Article IISection 3.4 and the amount of any dividends or other distributions with a record date after the Effective Time theretofore paid with respect to the whole shares of Parent Stock issuable upon surrender of such certificate, and (ii) at the Book Entry Shares appropriate payment date, the amount of any dividends or other distributions with a record date after the Effective Time but prior to such holder shall forthwith be cancelledsurrender and a payment date subsequent to such surrender payable with respect to such whole shares of Parent Stock.

Exchange of Certificates. (a) As soon as reasonably practicable after the Effective Time, the Exchange Agent shall mail to each holder of record of a Certificate immediately prior to the Effective Time whose shares of Company Common Stock were converted into the right to receive shares of Acquiror Common Stock pursuant to Section 2.1 a customary form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent) containing instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon proper surrender of a Certificate for exchange and cancellation to the Exchange Agent, together with a letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration that which such holder has the right to receive in respect of the shares of Company Common Stock formerly represented by such Certificate, Certificate and such Certificate so surrendered shall forthwith be cancelled. No interest will be paid or accrued for the benefit of holders of the Certificates on the Merger Consideration payable upon the surrender of the Certificates. Notwithstanding anything to the contrary contained in this Agreement, no any holder of BookCompany Common Stock that holds such shares in book-Entry Shares entry form (rather than through a Certificate) shall not be required to deliver a Certificate or an executed letter of transmittal to the Exchange Agent in order to receive the Merger Consideration that such holder is entitled to receive pursuant to Article II. In lieu thereof, each holder of record of Book-Entry Shares whose shares of Company Common Stock were converted into the right to receive shares of Acquiror Common Stock pursuant to Section 2.1 shall automatically upon the Effective Time (or, at any later time at which such Book-Entry Shares shall be so converted) be entitled to receive, and Acquiror shall cause the Exchange Agent to pay and deliver as promptly as practicable after the Effective Time, the Merger Consideration that such holder is entitled to receive pursuant to Article II, and the Book Entry Shares of such holder shall forthwith be cancelled.

Exchange of Certificates. (a) As soon From and after the Effective Time, a bank or trust company to be designated by Buyer (the "EXCHANGE AGENT") shall act as reasonably practicable exchange agent in effecting the exchange of the Merger Consideration for Certificates which, prior to the Effective Time, represented shares of Seller Common Stock or Seller Preferred Stock, as the case may be, entitled to payment pursuant to Section 2.05 hereof. At or immediately prior to the Effective Time, Buyer shall deposit with the Exchange Agent the aggregate Merger Consideration necessary to make the payments contemplated hereby on a timely basis (the "DEPOSIT AMOUNT") in trust for the benefit of the holders of Certificates. Upon the surrender of each such Certificate and the issuance and delivery by the Exchange Agent of the Merger Consideration applicable thereto in exchange therefor, such Certificate shall forthwith be cancelled. Until so surrendered and exchanged, each such Certificate (other than Certificates representing shares held by Buyer or Seller or any direct or indirect Subsidiary of Buyer or Seller and Dissenting Shares) shall represent solely the right to receive the Merger Consideration applicable thereto, without interest, multiplied by the number of shares represented by such Certificate. Promptly after the Effective Time, the Exchange Agent shall mail to each record holder of record of a Certificate Certificates which immediately prior to the Effective Time whose represented shares of Company Common Stock were converted into the right to receive shares of Acquiror Common Stock pursuant to Section 2.1 a customary form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent) containing instructions for use in effecting surrendering such Certificates and receiving the Merger Consideration applicable thereto. Upon the surrender of the Certificates in exchange for the Merger Consideration. Upon proper surrender of a Certificate for exchange and cancellation to the Exchange Agent, Agent of such an outstanding Certificate together with a such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, the holder of shall receive the Merger Consideration applicable thereto, without any interest thereon and such Certificate shall be entitled cancelled. If any Merger Consideration is to receive be paid to a name other than the name in which the Certificate representing shares surrendered in exchange therefor the Merger Consideration that such holder has the right to receive in respect of the shares of Company Common Stock formerly represented by such Certificateis registered, and such Certificate so surrendered shall forthwith be cancelled. No interest will be paid or accrued for the benefit of holders of the Certificates on the Merger Consideration payable upon the surrender of the Certificates. Notwithstanding anything to the contrary contained in this Agreement, no holder of Book-Entry Shares it shall be required a condition to deliver a Certificate such payment or an executed letter of transmittal exchange that the Person requesting such payment or exchange shall pay to the Exchange Agent in order to receive any transfer or other taxes required by reason of the payment of such Merger Consideration to a name other than that such holder is entitled to receive pursuant to Article II. In lieu thereof, each of the registered holder of record the Certificate surrendered, or such Person shall establish to the satisfaction of Book-Entry Shares whose shares of Company Common Stock were converted into the right to receive shares of Acquiror Common Stock pursuant to Section 2.1 shall automatically upon the Effective Time (or, at any later time at which such Book-Entry Shares shall be so converted) be entitled to receive, and Acquiror shall cause the Exchange Agent that such tax has been paid or is not applicable. Notwithstanding the foregoing, neither the Exchange Agent nor any party hereto shall be liable to pay and deliver as promptly as practicable after the Effective Time, the a holder of shares for any Merger Consideration that such holder is entitled delivered to receive a public official pursuant to Article IIapplicable abandoned property, and the Book Entry Shares of such holder shall forthwith be cancelledescheat or similar laws.

Exchange of Certificates. (a) As soon as reasonably practicable after After the Effective TimeDate, the Exchange Agent shall mail to each holder of record of a Certificate immediately prior to ------------------------ an outstanding certificate or certificates (the Effective Time whose "ViComp Stock Certificates") theretofore representing shares of Company ViComp Common Stock were converted into the right and/or ViComp Preferred Stock, upon surrender thereof to receive shares of Acquiror Common Stock pursuant to Section 2.1 a customary form of letter of transmittal (which shall specify that delivery such bank, trust company or other person as shall be effecteddesignated by Digital (the "Transfer Agent"), and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent) containing instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon proper surrender of a Certificate for exchange and cancellation to the Exchange Agent, together with a letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate or certificates representing the Merger Consideration that number of whole shares of Digital Common Stock into which the shares of ViComp Common Stock and ViComp Preferred Stock theretofore represented by such holder has the right to receive surrendered certificate or certificates shall have been converted. Until so surrendered, each outstanding certificate theretofore representing shares of ViComp Common Stock and ViComp Preferred Stock shall be deemed for all purposes in respect of Digital Common Stock, to represent the number of whole shares of Digital Common Stock into which the shares of Company ViComp Common Stock formerly and ViComp Preferred Stock theretofore represented by such Certificate, and such Certificate so surrendered thereby shall forthwith be cancelledhave been converted. No interest will dividend or distribution, if any, payable to holders of shares of Digital Common Stock shall be paid to the holders of certificates theretofore representing shares of ViComp Common Stock or accrued for ViComp Preferred Stock; provided, -------- however, that upon surrender and exchange of such ViComp Stock Certificates, ------- there shall be paid to the benefit of record holders of the Certificates on stock certificate or certificates issued in exchange therefor, the Merger Consideration payable upon the surrender amount, without interest thereon, of the Certificates. Notwithstanding anything dividends or other distributions, if any, which theretofore but subsequent to the contrary contained in this Agreement, no holder of Book-Entry Shares shall be required to deliver a Certificate or an executed letter of transmittal Effective Date have been declared and become payable with respect to the Exchange Agent in order to receive the Merger Consideration that such holder is entitled to receive pursuant to Article II. In lieu thereof, each holder number of record of Book-Entry Shares whose whole shares of Company Digital Common Stock were converted into which the right to receive shares of Acquiror ViComp Common Stock pursuant to Section 2.1 and ViComp Preferred Stock theretofore represented thereby shall automatically upon have been converted. The certificate or certificates representing the Effective Time shares of Digital Common Stock into which the shares of ViComp Common Stock and ViComp Preferred Stock shall have been converted shall bear the following legend: "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED AND ARE SUBJECT TO A REGISTRATION RIGHTS AGREEMENT (orA COPY OF WHICH IS ON FILE WITH SECRETARY OF THE COMPANY). SUCH SHARES MAY NOT BE SOLD, at any later time at which such Book-Entry Shares shall be so converted) be entitled to receive, and Acquiror shall cause the Exchange Agent to pay and deliver as promptly as practicable after the Effective Time, the Merger Consideration that such holder is entitled to receive pursuant to Article II, and the Book Entry Shares of such holder shall forthwith be cancelledTRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF SUCH REGISTRATION RIGHTS AGREEMENT AND UNLESS REGISTERED UNDER SAID ACT OR UNLESS AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE IN THE OPINION OF COUNSEL FOR THE ISSUER."

Exchange of Certificates. Certificates representing (ai) As soon shares of Pubco Common Stock shall be issued to the holders of Company Units and Parent Common Stock, (ii) shares of Pubco Common Stock and Pubco Investor Warrants shall be issued to holders of Parent Financing Sub Preferred Stock and (iii) shares of Pubco Common Stock, Pubco Series A Preferred Stock (if applicable) and Pubco Investor Warrants shall be issued to the holders of Company Financing Sub Preferred Stock, in each case, upon surrender of the applicable Stock Certificates (if such Stock Certificates were issued) as reasonably practicable provided for herein or otherwise agreed by the Parties. Upon surrender of the applicable Stock Certificates (if such Stock Certificates were issued) (or in the case of a lost, stolen or destroyed Stock Certificate, upon delivery of an affidavit (and indemnity, if required) in the manner provided in Section 1.10(f)) for cancellation to Pubco or to such other agent or agents as may be appointed by Pubco, Pubco shall issue, or cause to be issued, to each holder of the Stock Certificates such certificates representing the number of shares of Pubco Common Stock, shares of Pubco Series A Preferred Stock and Pubco Investor Warrants, as applicable, for which their Company Units, Parent Common Stock, Parent Financing Sub Preferred Stock and Company Financing Sub Preferred Stock are exchangeable at the Effective Time and any dividends or distributions payable pursuant to Section 1.10(e), and the Stock Certificates so surrendered shall forthwith be canceled. Until so surrendered, (i) outstanding Company Certificates will be deemed, from and after the Effective Time, the Exchange Agent shall mail to each holder of record of a Certificate immediately prior to the Effective Time whose shares of Company Common Stock were converted into evidence only the right to receive shares of Acquiror Common Stock the Per Company Unit Consideration (as it may be adjusted after the Closing pursuant to Section 2.1 a customary form of letter of transmittal (which shall specify that delivery shall be effected1.15) plus the Earnout Consideration, and risk of loss and title to the Certificates shall passif any, only upon delivery of the Certificates to the Exchange Agent) containing instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon proper surrender of a Certificate for exchange and cancellation to the Exchange Agent, together with a letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructionsthis Article I, (ii) outstanding Parent Certificates will be deemed, from and after the holder of such Certificate shall be entitled Effective Time, to receive in exchange therefor the Merger Consideration that such holder has evidence only the right to receive Pubco Common Stock in respect accordance with Section 1.8(a) (subject to the last sentence of Section 1.8(a)), (iii) outstanding Parent Financing Sub Certificates will be deemed, from and after the Effective Time, to evidence only the right to receive the Per Parent Financing Sub Preferred Stock Consideration pursuant to this Article I, (iv) outstanding Company Financing Sub Certificates will be deemed, from and after the Effective Time, to evidence only the right to receive the Per Company Financing Sub Preferred Stock Consideration pursuant to this Article I. For the avoidance of doubt, in the event that any of the shares of Company Common Financing Sub Preferred Stock formerly represented by or Parent Financing Sub Preferred Stock are kept in book entry form and Stock Certificates are not issued with respect to such Certificateshares, and such Certificate so surrendered shall forthwith be cancelled. No interest will be paid or accrued for the benefit of holders of such shares shall not be required to provide Stock Certificates with respect to such shares in order to receive the Certificates on the Merger Consideration payable upon the surrender of the Certificatesconsideration for such shares under this Agreement. Notwithstanding anything to the contrary contained in this AgreementSection 1.10, no holder in lieu of Book-Entry Shares receiving stock certificates, holders of Company Financing Sub Preferred Stock and Parent Financing Sub Preferred Stock shall be required to deliver a Certificate or an executed letter of transmittal to the Exchange Agent in order to receive the Merger Consideration that such holder is entitled to receive pursuant to Article II. In lieu thereof, each holder of record of Book-Entry Shares whose their shares of Company Pubco Common Stock were converted into the right to receive shares through electronic crediting of Acquiror Common Stock pursuant to Section 2.1 shall automatically upon the Effective Time (or, at any later time at which such Book-Entry Shares shall be so converted) be entitled to receive, and Acquiror shall cause the Exchange Agent to pay and deliver securities as promptly as practicable after the Effective Time, the Merger Consideration that designated by such holder is entitled to receive pursuant to Article II, and through the Book Entry Shares of such holder shall forthwith be cancelledDepository Trust Company’s Deposit/Withdrawal at Custodian (DWAC) service.”

Exchange of Certificates. (a) As soon as reasonably practicable Promptly after the Effective Time, the Exchange Agent Terra Tech shall mail to each holder of record of a Certificate certificate or certificates ("Certificates") that immediately prior to the Effective Time whose shares of Company Common Stock represented outstanding Shares that were converted into the right to receive Payment Securities or cash in lieu of any fractional shares of Acquiror Common Stock pursuant to Section 2.1 this Agreement, (i) a customary form of letter of transmittal in customary form and (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agentii) containing instructions for use in effecting the surrender of the Certificates in exchange for the Merger Considerationcertificates representing shares of Payment Securities. Upon proper surrender of a Certificate Certificates for exchange and cancellation to the Exchange Agent, Terra Tech together with a such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may reasonably be required pursuant to such instructionsby Terra Tech (including any required Form W-9 or Form W-8), the each holder of such Certificate Certificates shall be entitled to receive in exchange therefor (x) one or more certificates representing the Merger Consideration number of whole shares of Payment Securities (after aggregating all Certificates surrendered by such holder) to which such holder is entitled pursuant to this Agreement, less the number of shares of Payment Securities to be deposited into escrow pursuant to the Reorganization Agreement and (y) a check in the amount of dollars in lieu of fractional shares that such holder has the right to receive in respect of the shares of Company Common Stock formerly represented by such Certificatepursuant to this Merger Agreement, and such Certificate the Certificates so surrendered shall forthwith be cancelledcanceled. Until so surrendered, outstanding Certificates will be deemed, from and after the Effective Time, for all corporate purposes, to evidence only the right to receive upon surrender thereof the number of whole shares of Payment Securities to which such holder is entitled pursuant to this Agreement and an amount in cash in lieu of the issuance of any fractional shares. No interest will be paid or accrued for on any cash payable in lieu of fractional shares of Payment Securities. In the benefit event of holders a transfer of ownership of Shares that was not registered in the Certificates on transfer records of Company, a certificate representing the Merger Consideration proper number of shares of Payment Securities and cash payable upon in lieu of fractional shares may be issued to such transferee if the surrender of the Certificates. Notwithstanding anything Certificate representing such Shares is presented to the contrary contained in this Agreement, no holder of Book-Entry Shares shall be Terra Tech and is accompanied by all documents required to deliver a Certificate or an executed letter of transmittal to the Exchange Agent in order to receive the Merger Consideration evidence and effect such transfer and by evidence that such holder is entitled to receive pursuant to Article II. In lieu thereof, each holder of record of Book-Entry Shares whose shares of Company Common Stock were converted into the right to receive shares of Acquiror Common Stock pursuant to Section 2.1 shall automatically upon the Effective Time (or, at any later time at which such Book-Entry Shares shall be so converted) be entitled to receive, and Acquiror shall cause the Exchange Agent to pay and deliver as promptly as practicable after the Effective Time, the Merger Consideration that such holder is entitled to receive pursuant to Article II, and the Book Entry Shares of such holder shall forthwith be cancelledapplicable stock transfer taxes have been paid.

Exchange of Certificates. (a) As Subject to Section 1.6 hereof, as soon as reasonably practicable after the Effective Time, the Exchange Agent TeleSpectrum shall mail to each person who was, at the Effective Time, a holder of record of a Certificate certificate or certificates that immediately prior to the Effective Time whose evidenced outstanding shares of Company IDRC Common Stock were converted into the right to receive or shares of Acquiror Common Series A Preferred Stock pursuant to Section 2.1 (the "Certificates") (i) a customary form of letter of ------------ transmittal (which shall specify specifying that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange AgentTeleSpectrum, which shall be in a form and contain any other provisions as TeleSpectrum and IDRC may reasonably agree, and (ii) containing instructions for use in effecting the surrender of the Certificates in exchange for the Merger ConsiderationConsideration receivable on account of each share of IDRC Common Stock represented thereby or the cash receivable on account of each share of Series A Preferred Stock represented thereby. Upon the proper surrender of a Certificate for exchange and cancellation Certificates to the Exchange AgentTeleSpectrum, together with a properly completed and duly executed letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, transmittal and such other documents as may be required pursuant to such instructionsby TeleSpectrum, the holder of such Certificate shall be entitled to receive in exchange therefor therefor, in the Merger Consideration case of holders of IDRC Common Stock, certificates representing the shares of TeleSpectrum Common Stock and Warrants that such holder has the right to receive pursuant to the terms hereof (together with any dividend or distribution with respect thereto made after the Effective Time and any cash paid in respect lieu of fractional shares pursuant to Section 1.4(g)), and, in the case of holders of Series A Preferred Stock, cash in payment of the shares of Company Common Stock formerly represented by such Certificate, full exchange price and such accrued and unpaid dividends. Each Certificate so surrendered shall forthwith be cancelledcanceled. No interest will be paid or accrued for the benefit If any portion of holders of the Certificates on the Merger Consideration payable upon on account of IDRC Common Stock or cash on account of Series A Preferred Stock is to be paid to a person other than the surrender person who is the record holder of the Certificates. Notwithstanding anything to the contrary contained in this Agreement, no holder of Book-Entry Shares shall be required to deliver a Certificate or an executed letter of transmittal to the Exchange Agent in order to receive the Merger Consideration that such holder is entitled to receive pursuant to Article II. In lieu thereof, each holder of record of Book-Entry Shares whose shares of Company IDRC Common Stock were converted into the right to receive shares of Acquiror Common Stock pursuant to Section 2.1 shall automatically upon the Effective Time (oror Series A Preferred Stock, as applicable, at any later time at which such Book-Entry Shares shall be so converted) be entitled to receive, and Acquiror shall cause the Exchange Agent to pay and deliver as promptly as practicable after the Effective Time, it shall be a condition to such payment that the Merger Consideration Certificate evidencing the IDRC Common Stock or Series A Preferred Stock so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that it be accompanied by all documents required to evidence and effect such holder is entitled transfer and by evidence reasonably satisfactory to receive pursuant to Article II, the TeleSpectrum and the Book Entry Shares of such holder shall forthwith be cancelledIDRC that any applicable stock transfer tax has been paid.

Exchange of Certificates. (aA) As soon as reasonably practicable after the Effective Time, the Exchange Agent Parent shall mail to each holder of record of a Certificate certificate (or certificates) which immediately prior to the Effective Time whose represented outstanding shares of Company Common Stock were converted into or Company Preferred Stock (the right to receive shares of Acquiror Common "Company Stock pursuant to Section 2.1 Certificates") (i) a customary form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates Company Stock Certificate(s) shall pass, only upon delivery of the Certificates Company Stock Certificate(s) (or affidavits of loss in lieu of such certificates) (the "Letter of Transmittal") to the Exchange AgentParent and shall be in such form and have such other provisions as Parent reasonably may specify, and (ii) containing instructions for use thereof in effecting the surrender of the Certificates surrendering Company Stock Certificate(s) in exchange for the Merger Consideration. Upon proper surrender to the Parent of a Company Stock Certificate in proper form for exchange and cancellation to the Exchange Agentcancellation, together with a duly executed letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, the holder of such Company Stock Certificate shall be entitled to receive in exchange therefor the Merger Consideration that (i) a certificate (or certificates) representing such holder has the right to receive in respect whole number of the shares of Company Parent Common Stock formerly represented by such Certificate, and such Certificate so surrendered shall forthwith be cancelled. No interest will be paid or accrued for the benefit of holders of the Certificates on the Merger Consideration payable upon the surrender of the Certificates. Notwithstanding anything to the contrary contained in this Agreement, no holder of Book-Entry Shares shall be required to deliver a Certificate or an executed letter of transmittal to the Exchange Agent in order to receive the Merger Consideration that and/or Parent Series A Preferred Stock as such holder is entitled to receive pursuant to Article IIII in such denominations and registered in such names as such holder may request. In lieu thereofThe shares represented by the Company Stock Certificate so surrendered shall forthwith be cancelled. Without limiting the generality of the foregoing (and notwithstanding any other provisions of this Agreement), each holder no interest shall be paid or accrued in respect of record any of Book-Entry Shares whose shares the Merger Consideration payable to holders of Company Common Stock were converted into or Company Preferred Stock in accordance with this Article II. The Letter of Transmittal shall provide (A) procedures for holders whose Company Stock Certificates are lost, stolen or destroyed to receive the Merger Consideration, and (B) procedures for the transfer of ownership of shares of the Company Common Stock or Company Preferred Stock that is not registered on the stock transfer books and records of the Company. Until surrendered in accordance with this Section 2.3 and as specified in the Letter of Transmittal, each Company Stock Certificate shall be deemed at all times from and after the Effective Time to represent only the right to receive shares of Acquiror Common Stock pursuant to Section 2.1 shall automatically upon the Effective Time (or, at any later time at which such Book-Entry Shares shall be so converted) be entitled to receive, and Acquiror shall cause the Exchange Agent to pay and deliver as promptly as practicable after the Effective Time, surrender the Merger Consideration that such holder is entitled to receive pursuant to Article II, and the Book Entry Shares of such holder shall forthwith be cancelledConsideration.

Exchange of Certificates. Prior to the Effective Time, PFS shall designate a bank or trust company reasonably acceptable to SBBX to act as the exchange agent in connection with the Merger (a) the “Exchange Agent”). As soon promptly as reasonably practicable after the Effective Time, but in no event later than five (5) business days thereafter, PFS shall cause the Exchange Agent shall to mail to each holder of record of a Certificate one or more Old Certificates representing shares of SBBX Common Stock immediately prior to the Effective Time whose shares of Company Common Stock were that have been converted at the Effective Time into the right to receive shares of Acquiror Common Stock the Merger Consideration pursuant to Section 2.1 3.1 (i) a customary form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Old Certificates shall pass, only upon proper delivery of the Old Certificates (or affidavits of loss in lieu thereof) to the Exchange AgentAgent and (ii) containing instructions for use in effecting the surrender of the Old Certificates (or affidavits of loss in lieu thereof) in exchange for the Merger ConsiderationConsideration that such holder shall have become entitled to receive in accordance with, and subject to, Section 3.1.3, and any cash in lieu payable in respect of Fractional Share Consideration in accordance with Section 3.1.4, and any dividends or distributions to be paid pursuant to Section 3.2.3. Upon From and after the Effective Time, upon proper surrender of a Certificate the Old Certificates (or an affidavit of loss in lieu thereof) for exchange and cancellation to the Exchange Agent, together with a such properly completed letter of transmittal, transmittal duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructionsexecuted, the holder of such Old Certificate shall be entitled to receive in exchange therefor therefor, as applicable, (i) a New Certificate representing the Merger Consideration to which such holder of SBBX Common Stock shall have become entitled to receive in accordance with, and subject to, Section 3.1.3, and (ii) a check representing the amount of (A) any cash in lieu of fractional shares that such holder has the right to receive in respect of the shares surrendered Old Certificate pursuant to Section 3.1.4 and (B) any dividends or distributions that such holder has the right to receive in respect of Company Common Stock formerly represented by such Certificatethe surrendered Old Certificate pursuant to Section 3.2.3, and such the Old Certificate so surrendered shall forthwith be cancelled. No interest will be paid or accrued for the benefit accrue on any cash in lieu of fractional shares payable to holders of Old Certificates or any dividends payable under Section 3.2.3. Until each Old Certificate is surrendered as contemplated by this Section 3.2.1, such Old Certificate shall be deemed at all times after the Certificates on Effective Time to represent only the right to receive, upon surrender, the Merger Consideration payable (together with any dividends or distributions with respect thereto and cash in lieu of fractional shares issued in consideration therefor, without interest), subject to all applicable withholding of Tax in accordance with Section 3.2.7. The Exchange Agent shall accept such Old Certificates (or affidavits of loss in lieu thereof) upon compliance with such reasonable terms and conditions as the surrender Exchange Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. If any New Certificate representing shares of PFS Common Stock is to be issued in a name other than that in which the Old Certificate surrendered in exchange therefor is registered, it shall be a condition of the Certificates. Notwithstanding anything to issuance thereof that the contrary contained in this Agreement, no holder of Book-Entry Shares Old Certificate so surrendered shall be required to deliver a Certificate properly endorsed (or accompanied by an executed letter appropriate instrument of transmittal transfer) and otherwise in proper form for transfer, and that the person requesting such exchange shall pay to the Exchange Agent in order to receive advance any transfer or other similar Taxes required by reason of the Merger Consideration issuance of a New Certificate representing shares of PFS Common Stock in any name other than that such holder is entitled to receive pursuant to Article II. In lieu thereof, each of the registered holder of record the Old Certificate surrendered, or required for any other reason, or shall establish to the satisfaction of Book-Entry Shares whose shares of Company Common Stock were converted into the right to receive shares of Acquiror Common Stock pursuant to Section 2.1 shall automatically upon the Effective Time (or, at any later time at which such Book-Entry Shares shall be so converted) be entitled to receive, and Acquiror shall cause the Exchange Agent to pay and deliver as promptly as practicable after the Effective Time, the Merger Consideration that such holder Tax has been paid or is entitled to receive pursuant to Article II, and the Book Entry Shares of such holder shall forthwith be cancellednot payable.

Exchange of Certificates. (a) As soon as reasonably practicable From and after the Effective Time, each holder of an outstanding certificate or certificates ("Certificates") which represented shares of RTI Common Stock or RTI Preferred Stock immediately prior to the Effective Time shall have the right to surrender each Certificate to Mpath (or at Mpath's option, an exchange agent to be appointed by Mpath), and receive promptly in exchange for all Certificates held by such holder a certificate representing the number of whole shares of Mpath Common Stock (other than the Escrow Shares) plus the Cash Payment, if applicable, into which the RTI Common Stock or RTI Preferred Stock evidenced by the Certificates so surrendered shall have been converted pursuant to the provisions of Article II of this Agreement. The surrender of Certificates shall be accompanied by duly completed and executed Letters of Transmittal in the form mutually agreed upon by the parties hereto. Until surrendered, each outstanding Certificate which prior to the Effective Time represented shares of RTI Common Stock or RTI Preferred Stock shall be deemed for all corporate purposes to evidence ownership of the number of whole shares of Mpath Common Stock plus any Cash Payment, if applicable, into which the shares of RTI Common Stock and RTI Preferred Stock have been converted but shall, subject to applicable appraisal rights under Delaware Law, have no other rights. Subject to applicable appraisal rights under Delaware Law, from and after the Effective Time, the Exchange Agent holders of shares of RTI Common Stock and RTI Preferred Stock shall mail cease to each holder have any rights in respect of record such shares and their rights shall be solely in respect of a Certificate the Mpath Common Stock and the Cash Payment, if applicable, into which such shares of RTI Common Stock or RTI Preferred Stock have been converted. From and after the Effective Time, there shall be no further registration of transfers on the records of RTI of shares of RTI Common Stock and RTI Preferred Stock outstanding immediately prior to the Effective Time whose shares of Company Common Stock were converted into the right to receive shares of Acquiror Common Stock pursuant to Section 2.1 a customary form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent) containing instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon proper surrender of a Certificate for exchange and cancellation to the Exchange Agent, together with a letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration that such holder has the right to receive in respect of the shares of Company Common Stock formerly represented by such Certificate, and such Certificate so surrendered shall forthwith be cancelled. No interest will be paid or accrued for the benefit of holders of the Certificates on the Merger Consideration payable upon the surrender of the Certificates. Notwithstanding anything to the contrary contained in this Agreement, no holder of Book-Entry Shares shall be required to deliver a Certificate or an executed letter of transmittal to the Exchange Agent in order to receive the Merger Consideration that such holder is entitled to receive pursuant to Article II. In lieu thereof, each holder of record of Book-Entry Shares whose shares of Company Common Stock were converted into the right to receive shares of Acquiror Common Stock pursuant to Section 2.1 shall automatically upon the Effective Time (or, at any later time at which such Book-Entry Shares shall be so converted) be entitled to receive, and Acquiror shall cause the Exchange Agent to pay and deliver as promptly as practicable after the Effective Time, the Merger Consideration that such holder is entitled to receive pursuant to Article II, and the Book Entry Shares of such holder shall forthwith be cancelled.

Exchange of Certificates. (a) As soon as reasonably practicable Promptly after the Effective TimeTime (but in no event more than five business days thereafter), the Exchange Agent Parent shall require its transfer agent to mail to each record holder of record of a Certificate certificates that immediately prior to the Effective Time whose effectiveness of the Parent Amended and Restated Charter represented shares of Company Capstar Common Stock were which have been reclassified, converted into the right to receive shares of Acquiror Common Stock and exchanged pursuant to Section 2.1 the filing of the Parent Amended and Restated Charter (the "Reclassification"), a customary form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates certificates representing shares of Capstar Common Stock to the Exchange Agenttransfer agent, and which shall be in such form and have such provisions as Parent reasonably may specify) containing and instructions for use in effecting surrendering such certificates and receiving the shares of Parent Common Stock to which such holder shall be entitled therefor pursuant to Section 1.9(a) as a result of the filing and effectiveness of the Parent Amended and Restated Charter. Pursuant to the terms of the Parent Amended and Restated Charter, no certificates or scrip representing fractional shares of Parent Voting Common Stock or Parent Nonvoting Common Stock shall be issued upon the surrender of the Certificates in exchange for the Merger Consideration. Upon proper surrender of a Certificate for exchange and cancellation of certificates that immediately prior to the Exchange AgentReclassification represented shares of Capstar Class A Common Stock, together with a letter of transmittal, duly completed and validly executed in accordance with Capstar Class B Common Stock or Capstar Class C Common Stock which have been converted pursuant to the instructions theretoReclassification, and such other documents as may be required pursuant fractional share interests will not entitle the owner thereof to such instructions, the holder vote or any rights of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration that such holder has the right to receive in respect a stockholder of the shares of Company Common Stock formerly represented by such Certificate, and such Certificate so surrendered shall forthwith be cancelled. No interest will be paid or accrued for the benefit of holders of the Certificates on the Merger Consideration payable upon the surrender of the Certificates. Notwithstanding anything to the contrary contained in this Agreement, no holder of Book-Entry Shares shall be required to deliver a Certificate or an executed letter of transmittal to the Exchange Agent in order to receive the Merger Consideration that such holder is entitled to receive pursuant to Article IIParent. In lieu thereofof any such fractional shares, each holder Parent shall satisfy payment with respect to such fractional shares by delivering to the transfer agent for distribution to the holders of record such fractional shares reasonably promptly following the Reclassification cash (without interest) in an amount equal to the aggregate amount of Book-Entry Shares whose all such fractional shares multiplied by the closing price per share of Company the Capstar Class A Common Stock were converted into on the right New York Stock Exchange on the trading day immediately prior to receive shares of Acquiror Common Stock pursuant to Section 2.1 shall automatically upon the Effective Time (or, at any later time at which such Book-Entry Shares shall be so converted) be entitled to receive, and Acquiror shall cause the Exchange Agent to pay and deliver as promptly as practicable after the Effective Time, the Merger Consideration that such holder is entitled to receive pursuant to Article II, and the Book Entry Shares of such holder shall forthwith be cancelledReclassification.

Exchange of Certificates. (a) As At or as soon as reasonably practicable after the Effective Time, Bank of New Yorkor its designee (the Exchange Agent shall mail to each holder of record of a Certificate immediately prior "Disbursement Agent") will send to the Effective Time whose shares holders of Company Common Stock were converted into the right to receive shares of Acquiror Common Stock pursuant to Section 2.1 Certificates: (i) a customary form of letter of transmittal in customary form and containing such provisions as Parent may reasonably specify and (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agentii) containing instructions for use in effecting the surrender of the Company Stock Certificates in exchange for the Merger Consideration. Upon proper surrender of a Company Stock Certificate for exchange and cancellation to the Exchange AgentDisbursement Agent for exchange, together with a duly executed letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, transmittal and such other documents as may be reasonably required pursuant to such instructionsby Parent or the Disbursement Agent, the holder of such Company Stock Certificate shall be entitled to receive in exchange therefor a portion of the Merger Consideration that such holder has the right to receive in respect pursuant to the provisions of the shares of Company Common Stock formerly represented by such CertificateSection 1.5 above, and such the Company Stock Certificate so surrendered shall forthwith be cancelledcanceled. No interest will be paid or accrued for the benefit of holders of the Certificates on the Merger Consideration cash payable upon the surrender of the Company Stock Certificates. Notwithstanding anything If payment is to be made to a person other than the person in whose name the Company Stock Certificate surrendered is registered, it shall be a condition of payment that the Company Stock Certificate so surrendered be properly endorsed or otherwise be in proper form for transfer and that the person requesting such payment pay any transfer or other taxes required by reason of the payment to a person other than the registered holder of the Company Stock Certificate surrendered or establish to the contrary contained in satisfaction of the Surviving Corporation that such tax has been paid or is not applicable. Until surrendered as contemplated by this AgreementSection 1.8, no holder of Book-Entry Shares each Company Stock Certificate shall be required to deliver a Certificate or an executed letter of transmittal to the Exchange Agent in order to receive the Merger Consideration that such holder is entitled to receive pursuant to Article II. In lieu thereofdeemed, each holder of record of Book-Entry Shares whose shares of Company Common Stock were converted into the right to receive shares of Acquiror Common Stock pursuant to Section 2.1 shall automatically upon the Effective Time (or, at any later time at which such Book-Entry Shares shall be so converted) be entitled to receive, from and Acquiror shall cause the Exchange Agent to pay and deliver as promptly as practicable after the Effective Time, to represent only the right to receive upon such surrender the portion of the Merger Consideration as contemplated by this Section 1. If any Company Stock Certificate shall have been lost, stolen or destroyed, Parent may, in its discretion and as a condition precedent to the delivery of the Merger Consideration applicable to such certificate, require the owner of such lost, stolen or destroyed Company Stock Certificate to provide an appropriate affidavit and to deliver a bond (in such sum as Parent may reasonably direct) as indemnity against any claim that may be made against Parent or the Surviving Corporation with respect to such holder is entitled Company Stock Certificate. As of the Effective Time, Parent shall deposit with the Disbursement Agent (or an escrow agent affiliated with the Disbursement Agent) the total amount of the Merger Consideration (such amount, being hereinafter referred to receive as the "Disbursement Fund"). The Disbursement Fund shall be distributed pursuant to Article II, an agreement by and among Parent and the Book Entry Shares Disbursement Agent in a form reasonably satisfactory to the Company (the "Disbursement Agent Agreement") which shall be designed with the intent of such holder shall forthwith be cancelledeffecting the provisions of this Agreement.

Exchange of Certificates. (a) As soon At the Closing, certificates representing not less than ninety percent (90%) of the issued and outstanding shares of Company Common Stock shall be surrendered for cancellation and termination in the Step One Merger (accompanied, as reasonably practicable to any certificates delivered at Closing by a Shareholder other than a Primary Shareholder, by the surrender of a duly completed and executed letter of transmittal in the form of Exhibit B attached hereto (each, a “Letter of Transmittal”). At the Effective Time, each certificate representing issued and outstanding shares of Company Common Stock (each, a “Certificate”) shall be canceled in exchange for the amount of Merger Consideration pursuant to Section 2.1. After payment by the Company (or by Parent as directed by the Company) of all fees and expenses incurred by the Company in connection with this Agreement in accordance with Section 7.5 from the Cash Consideration portion of the Merger Consideration, the remaining Merger Consideration shall be distributed as follows (as set forth on Schedule 2.3) to the extent Certificates have been surrendered at Closing (and, as to Shareholders other than the Primary Shareholders, to the extent Letters of Transmittal have been delivered at Closing) (or thereafter upon surrender of Certificates) (and if applicable, Letters of Transmittal): (i) the remaining Cash Consideration payable to the Primary Shareholders shall be wired to an account or accounts designated by the Primary Shareholders and the Cash Consideration payable to the Shareholders other than the Primary Shareholders shall be paid by overnight or hand delivery of a check representing immediately available funds to such Shareholders at their address set forth in their respective Letters of Transmittal, less $2,475,000 which shall be placed in escrow to satisfy the obligations pursuant to Article XII hereof (the “Cash Escrow”), and (ii) the Equity Consideration shall be distributed to the Shareholders (in accordance with the written instructions provided by the Primary Shareholders as to their Equity Consideration and in the Letters of Transmittal as to the Equity Consideration to be received by the Shareholders other than the Primary Shareholders) in the amount set forth on Schedule 2.3 (including the Restricted Equity Consideration to be distributed to Employee Shareholders), less that number of shares of Parent Common Stock issued as part of the Equity Consideration as shall be obtained by dividing $2,250,000 by the Closing Market Price which shall be placed in escrow to satisfy the obligations pursuant to Article XII hereof (the “Stock Escrow”). Until surrendered with an executed Letter of Transmittal, each outstanding Certificate which immediately prior to the Effective Time represented shares of Common Stock shall be deemed for all corporate purposes to evidence ownership of the amount of cash and shares of Parent Common Stock issuable upon conversion of such shares of Common Stock, but shall, subject to applicable appraisal rights under the NYBC, have no other rights. Subject to appraisal rights under the NYBC, from and after the Effective Time, the Exchange Agent shall mail to each holder holders of record of a Certificate immediately prior to the Effective Time whose shares of Company Common Stock were converted into the right shall cease to receive have any rights in respect of such shares of Acquiror Common Stock pursuant to Section 2.1 a customary form of letter of transmittal (which shall specify that delivery and their rights shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent) containing instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon proper surrender of a Certificate for exchange and cancellation to the Exchange Agent, together with a letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration that such holder has the right to receive solely in respect of the amount of cash and shares of Company Parent Common Stock formerly represented by into which such Certificate, and such Certificate so surrendered shall forthwith be cancelled. No interest will be paid or accrued for the benefit of holders of the Certificates on the Merger Consideration payable upon the surrender of the Certificates. Notwithstanding anything to the contrary contained in this Agreement, no holder of Book-Entry Shares shall be required to deliver a Certificate or an executed letter of transmittal to the Exchange Agent in order to receive the Merger Consideration that such holder is entitled to receive pursuant to Article II. In lieu thereof, each holder of record of Book-Entry Shares whose shares of Company Common Stock were converted into the right to receive shares of Acquiror Common Stock pursuant to Section 2.1 shall automatically upon the Effective Time (or, at any later time at which such Book-Entry Shares shall be so have been converted) be entitled to receive, and Acquiror shall cause the Exchange Agent to pay and deliver as promptly as practicable after the Effective Time, the Merger Consideration that such holder is entitled to receive pursuant to Article II, and the Book Entry Shares of such holder shall forthwith be cancelled.

Exchange of Certificates. FNFG shall take all steps necessary to cause the Exchange Agent, within five (a5) As soon as reasonably practicable business days after the Effective Time, the Exchange Agent shall to mail to each holder of record of a Certificate immediately prior or Certificates, a form letter of transmittal for return to the Effective Time whose shares Exchange Agent and instructions for use in effecting the surrender of Company the Certificates for the Merger Consideration and cash in lieu of fractional shares, if any, into which the HRB Common Stock were represented by such Certificates shall have been converted into as a result of the right to receive shares of Acquiror Common Stock pursuant to Section 2.1 a customary form of Merger. The letter of transmittal (which shall be subject to the reasonable approval of HRB) shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent) containing instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon proper surrender of a Certificate for exchange and cancellation to the Exchange Agent, together with a properly completed letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructionsexecuted, the holder of such Certificate shall be entitled to receive in exchange therefor therefor, as applicable, (i) a certificate representing that number of shares of FNFG Common Stock (if any) to which such former holder of HRB Common Stock shall have become entitled pursuant to the Merger Consideration provisions of Section 3.1 or 3.2 hereof, (ii) a check representing that amount of cash (if any) to which such former holder of HRB Common Stock shall have become entitled pursuant to the provisions of Section 3.1 or 3.2 hereof and (iii) a check representing the amount of cash (if any) payable in lieu of fractional shares of FNFG Common Stock, which such former holder has the right to receive in respect of the shares Certificate surrendered pursuant to the provisions of Company Common Stock formerly represented by such CertificateSection 3.2, and such the Certificate so surrendered shall forthwith be cancelled. No interest will be paid or accrued for the benefit of holders of the Certificates on the Merger Consideration cash payable upon in lieu of fractional shares. Certificates surrendered for exchange by any person who is an "affiliate" of HRB for purposes of Rule 145(c) under the surrender of the Certificates. Notwithstanding anything to the contrary contained in this Agreement, no holder of Book-Entry Shares Securities Act shall not be required to deliver a Certificate or an executed letter of transmittal to the Exchange Agent in order to receive the Merger Consideration that such holder is entitled to receive pursuant to Article II. In lieu thereof, each holder of record of Book-Entry Shares whose exchanged for certificates representing shares of Company FNFG Common Stock were converted into until FNFG has received the right to receive shares of Acquiror Common Stock pursuant to Section 2.1 shall automatically upon the Effective Time (or, at any later time at which such Book-Entry Shares shall be so converted) be entitled to receive, and Acquiror shall cause the Exchange Agent to pay and deliver as promptly as practicable after the Effective Time, the Merger Consideration that such holder is entitled to receive pursuant to Article II, and the Book Entry Shares written agreement of such holder shall forthwith be cancelledperson contemplated by Section 8.4 hereof.

Exchange of Certificates. (a) As of the Effective Time, Parent shall deposit with Parent's transfer agent or such other bank or trust company designated by Parent and reasonably acceptable to the Company (the "Exchange Agent") (i) certificates evidencing a number of shares of Parent Common Stock equal to the Aggregate Stock Number and (ii) cash in the amount equal to the sum of the Aggregate Cash Amount and the aggregate Kansas Sale Consideration (such certificates for shares of Parent Common Stock and cash being hereinafter referred to as the "Exchange Fund"). From time to time as necessary, Parent shall deposit with the Exchange Agent cash to be paid in lieu of fractional shares as contemplated by Section 2.6 and any dividends or other distributions to which holders of Certificates are entitled pursuant to Section 2.7(d). The Exchange Fund shall not be used for any other purpose. As soon as reasonably practicable after the Effective TimeTime but in no event later than five business days thereafter, Parent and the Surviving Corporation shall cause the Exchange Agent shall to mail to each holder of record of a Certificate certificate or certificates which represented shares of Company Common Stock immediately prior to the Effective Time whose shares and each holder of Company Common Restricted Stock were converted into as to which the right applicable forfeiture restrictions lapse as of the Effective Time (the "Certificates") (other than any holder that previously submitted a properly completed and signed Form of Election accompanied by the Certificates as to receive shares of Acquiror Common Stock pursuant to Section 2.1 a customary form of letter of which the Election was made) appropriate transmittal materials and instructions (which shall specify that delivery shall be effected, and risk of loss and title to the such Certificates shall pass, only upon proper delivery of the such Certificates to the Exchange Agent) containing instructions for use ). The Certificate or Certificates so delivered shall be duly endorsed as the Exchange Agent may reasonably require. The Exchange Agent shall not accept guarantee of delivery of Certificates in effecting lieu of physical delivery of Certificates. In the surrender event of a transfer of ownership of shares of Company Common Stock represented by Certificates that is not registered in the transfer records of the Certificates in exchange for Company, the Merger Consideration. Upon proper surrender of Consideration may be issued to a Certificate for exchange and cancellation transferee if the Certificates representing such shares are delivered to the Exchange Agent, together with a letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other accompanied by all documents as may be required pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration that such holder has the right to receive in respect of the shares of Company Common Stock formerly represented by such Certificate, and such Certificate so surrendered shall forthwith be cancelled. No interest will be paid or accrued for the benefit of holders of the Certificates on the Merger Consideration payable upon the surrender of the Certificates. Notwithstanding anything to the contrary contained in this Agreement, no holder of Book-Entry Shares shall be required to deliver a Certificate or an executed letter of transmittal evidence such transfer and by evidence reasonably satisfactory to the Exchange Agent in order that any applicable stock transfer taxes have been paid. If any Certificate shall have been lost, stolen, mislaid or destroyed, upon receipt of (i) an affidavit of that fact from the holder claiming such Certificate to receive the Merger Consideration that be lost, mislaid, stolen or destroyed, (ii) such holder is entitled to receive pursuant to Article II. In lieu thereofbond, each holder of record of Book-Entry Shares whose shares of Company Common Stock were converted into the right to receive shares of Acquiror Common Stock pursuant to Section 2.1 shall automatically upon the Effective Time (or, at any later time at which such Book-Entry Shares shall be so converted) be entitled to receive, security or indemnity as Parent and Acquiror shall cause the Exchange Agent may reasonably require and (iii) any other documents necessary to pay evidence and deliver as promptly as practicable after effect the Effective Timebona fide exchange thereof, the Merger Consideration that Exchange Agent shall issue to such holder the consideration into which the shares represented by such lost, stolen, mislaid or destroyed Certificate shall have been converted. The Exchange Agent may establish such other reasonable and customary rules and procedures in connection with its duties as it may deem appropriate. For purposes of this Agreement, "business day" means any day that is entitled not a Saturday or Sunday or other day on which banks are required or authorized by law to receive pursuant to Article IIbe closed in New York, and the Book Entry Shares of such holder shall forthwith be cancelledNew York.

Exchange of Certificates. (a) As soon From and after the Effective Time, each holder of an outstanding certificate or certificates ("CERTIFICATES") which represented shares of Target Common Stock or Target Preferred Stock immediately prior to the Effective Time shall have the right to surrender each Certificate to Acquiror (or at Acquiror's option, an exchange agent to be appointed by Acquiror), and receive promptly in exchange for all Certificates held by such holder a certificate representing the number of whole shares of Acquiror Common Stock (other than the Escrow Shares) into which the Target Common Stock or Target Preferred Stock evidenced by the Certificates so surrendered shall have been converted pursuant to the provisions of Article II of this Agreement. The surrender of Certificates shall be accompanied by duly completed and executed Letters of Transmittal in such form as may be reasonably practicable specified by Acquiror. Until surrendered, each outstanding Certificate which prior to the Effective Time represented shares of Target Common Stock or Target Preferred Stock shall be deemed for all corporate purposes to evidence ownership of the number of whole shares of Acquiror Common Stock into which the shares of Target Common Stock have been converted but shall, subject to applicable appraisal rights under Delaware Law and Section 2.3, have no other rights. Subject to applicable appraisal rights under Delaware Law and Section 2.3, from and after the Effective Time, the Exchange Agent holders of shares of Target Common Stock and Target Preferred Stock shall mail cease to each holder have any rights in respect of record such shares and their rights shall be solely in respect of a Certificate the Acquiror Common Stock into which such shares of Target Common Stock or Target Preferred Stock have been converted. From and after the Effective Time, there shall be no further registration of transfers on the records of Target of shares of Target Common Stock and Target Preferred Stock outstanding immediately prior to the Effective Time whose shares of Company Common Stock were converted into the right to receive shares of Acquiror Common Stock pursuant to Section 2.1 a customary form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent) containing instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon proper surrender of a Certificate for exchange and cancellation to the Exchange Agent, together with a letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration that such holder has the right to receive in respect of the shares of Company Common Stock formerly represented by such Certificate, and such Certificate so surrendered shall forthwith be cancelled. No interest will be paid or accrued for the benefit of holders of the Certificates on the Merger Consideration payable upon the surrender of the Certificates. Notwithstanding anything to the contrary contained in this Agreement, no holder of Book-Entry Shares shall be required to deliver a Certificate or an executed letter of transmittal to the Exchange Agent in order to receive the Merger Consideration that such holder is entitled to receive pursuant to Article II. In lieu thereof, each holder of record of Book-Entry Shares whose shares of Company Common Stock were converted into the right to receive shares of Acquiror Common Stock pursuant to Section 2.1 shall automatically upon the Effective Time (or, at any later time at which such Book-Entry Shares shall be so converted) be entitled to receive, and Acquiror shall cause the Exchange Agent to pay and deliver as promptly as practicable after the Effective Time, the Merger Consideration that such holder is entitled to receive pursuant to Article II, and the Book Entry Shares of such holder shall forthwith be cancelled.

Exchange of Certificates. (a) As soon as reasonably practicable after the Effective Time, and in no event later than ten (10) business days thereafter, the Surviving Corporation shall cause the Exchange Agent shall to mail to each holder of record of a Certificate immediately prior to the Effective Time whose shares of Company one or more OSB Common Stock were converted into the right to receive shares of Acquiror Common Stock pursuant to Section 2.1 Certificates a customary form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the OSB Common Stock Certificates shall pass, only upon delivery of the OSB Common Stock Certificates to the Exchange Agent) containing and instructions for use in effecting the surrender of the OSB Common Stock Certificates in exchange for FCB Common Stock Certificates and any cash in lieu of fractional shares into which the Merger Considerationshares of OSB Common Stock represented by such OSB Common Stock Certificate or Certificates shall have been converted pursuant to the Agreement and this Plan. Upon proper surrender of a an OSB Common Stock Certificate for exchange and cancellation to the Exchange Agent, together with a such properly completed letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructionsexecuted, the holder of such OSB Common Stock Certificate shall be entitled to receive in exchange therefor therefor, as applicable, (i) an FCB Common Stock Certificate representing that number of whole shares of FCB Common Stock to which such holder of OSB Common Stock shall have become entitled pursuant to the Merger Consideration provisions of Section 1.4 hereof, and (ii) a check representing the amount of any cash in lieu of fractional shares that such holder has the right to receive in respect of the shares of Company such OSB Common Stock formerly represented by such Certificate, and such the OSB Common Stock Certificate so surrendered shall forthwith be cancelledcanceled. No interest will be paid or accrued for the benefit on any cash in lieu of fractional shares payable to holders of the Certificates on the Merger Consideration payable upon the surrender of the Certificates. Notwithstanding anything to the contrary contained in this Agreement, no holder of Book-Entry Shares shall be required to deliver a Certificate or an executed letter of transmittal to the Exchange Agent in order to receive the Merger Consideration that such holder is entitled to receive pursuant to Article II. In lieu thereof, each holder of record of Book-Entry Shares whose shares of Company OSB Common Stock were converted into the right to receive shares of Acquiror Common Stock pursuant to Section 2.1 shall automatically upon the Effective Time (or, at any later time at which such Book-Entry Shares shall be so converted) be entitled to receive, and Acquiror shall cause the Exchange Agent to pay and deliver as promptly as practicable after the Effective Time, the Merger Consideration that such holder is entitled to receive pursuant to Article II, and the Book Entry Shares of such holder shall forthwith be cancelledCertificates.

Exchange of Certificates. (a) As soon From and after the Effective Time, a bank or trust company to be designated by Parent with the concurrence of the Company shall act as reasonably practicable exchange agent (the "Exchange Agent") in effecting the exchange of the Merger Price for certificates which prior to the Effective Time represented Shares and which as of the Effective Time represent the right to receive the Merger Price (the "Certificates"). Promptly after the Effective Time, the Exchange Agent shall mail to each record holder of record of Certificates a Certificate immediately prior to the Effective Time whose shares of Company Common Stock were converted into the right to receive shares of Acquiror Common Stock pursuant to Section 2.1 a customary form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent) containing instructions for use in effecting surrendering such Certificates and receiving the Merger Price therefor in a form approved by Parent and the Company. At or prior to the Effective Time, the Purchaser shall deposit in trust with the Exchange Agent immediately available funds in an amount sufficient to pay the Merger Price for all such Shares to the Company's stockholders as contemplated by this Section 2.3. Such funds shall be invested by the Exchange Agent as directed by Parent or the Surviving Corporation, PROVIDED that such investments shall be in obligations of or guaranteed by the United States of America or of any agency thereof and backed by the full faith and credit of the United States of America, in commercial paper obligations rated A-1 or P-1 or better by Xxxxx'x Investors Services, Inc. or Standard & Poor's Corporation, respectively, or in deposit accounts, certificates of deposit or banker's acceptances of, repurchase or reverse repurchase agreements with, or Eurodollar time deposits purchased from, commercial banks with capital, surplus and undivided profits aggregating in excess of $250 million (based on the most recent financial statements of such bank which are then publicly available at the SEC or otherwise). Upon the surrender of each Certificate and the Certificates issuance and delivery by the Exchange Agent of the Merger Price for the Shares represented thereby in exchange for the Merger Consideration. Upon proper surrender of a Certificate for exchange and cancellation to the Exchange Agent, together with a letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructionstherefor, the holder of such Certificate shall forthwith be entitled to receive in exchange therefor the Merger Consideration that such holder has cancelled. Until so surrendered and exchanged, each Certificate shall represent solely the right to receive in respect the Merger Price for the Shares represented thereby, without any interest thereon. Upon the surrender and exchange of such an outstanding Certificate, the shares holder thereof shall receive the Merger Price multiplied by the number of Company Common Stock formerly Shares represented by such Certificate, and such Certificate so surrendered shall forthwith be cancelledwithout any interest thereon. No interest will If any cash is to be paid or accrued for to a name other than that in which the benefit of holders of the Certificates on the Merger Consideration payable upon the surrender of the Certificates. Notwithstanding anything to the contrary contained Certificate surrendered in this Agreementexchange therefor is registered, no holder of Book-Entry Shares it shall be required a condition to deliver a Certificate such payment or an executed letter of transmittal exchange that the person requesting such payment or exchange shall pay to the Exchange Agent in order any transfer or other taxes required by reason of the payment of such cash to receive a name other than that of the Merger Consideration that such holder is entitled to receive pursuant to Article II. In lieu thereof, each registered holder of record the Certificate surrendered, or such person shall establish to the satisfaction of Book-Entry Shares whose shares of Company Common Stock were converted into the right to receive shares of Acquiror Common Stock pursuant to Section 2.1 shall automatically upon the Effective Time (or, at any later time at which such Book-Entry Shares shall be so converted) be entitled to receive, and Acquiror shall cause the Exchange Agent that such tax has been paid or is not applicable. Notwithstanding the foregoing, neither the Exchange Agent nor any party hereto shall be liable to pay and deliver as promptly as practicable after the Effective Time, a holder of Certificates for any part of the Merger Consideration that such holder is entitled Price payments made to receive a public official pursuant to Article IIapplicable abandoned property, and the Book Entry Shares of such holder shall forthwith be cancelledescheat or similar laws.

Exchange of Certificates. (a) As soon Upon the Effective Time, a bank or trust company to be designated by the Parent (the "Payment Agent") shall act as reasonably practicable payment agent in effecting the exchange, for the Merger Consideration multiplied by the number of Shares formerly represented thereby, of certificates (the "Certificates") that, prior to the Effective Time, represented Shares entitled to payment pursuant to Section 2.5(a)(i). Upon the Effective Time, the Parent shall, or shall 16 cause the Purchaser to, deposit with the Payment Agent in trust for the benefit of the holders of Certificates, as needed to pay for surrendered Shares as provided in this Section 2.6, within such time as is necessary for the Payment Agent to make the requisite payments for Shares, immediately available funds in an aggregate amount (the "Payment Fund") equal to the product of the Merger Consideration multiplied by the number of Shares entitled to payment pursuant to Section 2.5(a)(i). Promptly after the Effective Time, the Exchange Agent Parent or the Purchaser shall mail cause to be mailed to each record holder of record of a Certificate Certificates that immediately prior to the Effective Time whose shares of Company Common Stock were converted into the right to receive shares of Acquiror Common Stock pursuant to Section 2.1 represented Shares a customary form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent) containing instructions for use in effecting surrendering such Certificates and receiving the Merger Consideration therefor. Upon the surrender of the Certificates in exchange for the Merger Consideration. Upon proper surrender of a each such Certificate for exchange and cancellation to the Exchange Agent, together with a duly completed and executed letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, Payment Agent shall promptly pay the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration that such holder has multiplied by the right to receive in respect number of the shares of Company Common Stock Shares formerly represented by such Certificate, without any interest thereon, in exchange therefor, and such Certificate so surrendered shall forthwith be cancelled. No interest will be paid Until so surrendered and exchanged, each such Certificate (other than Certificates representing Shares held by the Parent, the Purchaser or accrued for the benefit of holders Company or any direct or indirect subsidiary of the Certificates on Parent, the Merger Consideration payable upon Purchaser or the surrender of Company or Dissenting Shares) shall represent solely the Certificates. Notwithstanding anything to the contrary contained in this Agreement, no holder of Book-Entry Shares shall be required to deliver a Certificate or an executed letter of transmittal to the Exchange Agent in order right to receive the Merger Consideration multiplied by the number of Shares represented by such Certificate, without any interest thereon. If any cash is to be paid to a person other than the holder in whose name the Certificate representing Shares surrendered in exchange therefor is registered, it shall be a condition to such payment that the person requesting such payment shall pay to the Payment Agent any transfer or other taxes required by reason of the payment of such cash to a person other than the registered holder of the Certificate surrendered, or such person shall establish to the satisfaction of the Payment Agent that such tax has been paid or is not applicable. Notwithstanding the foregoing, neither the Payment Agent nor any party hereto shall be liable to a holder is entitled of Shares for any Merger Consideration delivered to receive a public official pursuant to Article II. In lieu thereofapplicable abandoned property, each holder of record of Book-Entry Shares whose shares of Company Common Stock were converted into the right to receive shares of Acquiror Common Stock pursuant to Section 2.1 shall automatically upon the Effective Time (or, at any later time at which such Book-Entry Shares shall be so converted) be entitled to receive, escheat and Acquiror shall cause the Exchange Agent to pay and deliver as promptly as practicable after the Effective Time, the Merger Consideration that such holder is entitled to receive pursuant to Article II, and the Book Entry Shares of such holder shall forthwith be cancelledsimilar laws.

Exchange of Certificates. Promptly after the Effective Time, Parent shall authorize a bank or trust company to act as exchange agent hereunder, which bank or trust company shall be reasonably acceptable to the Company (a) the “Exchange Agent”). As soon as reasonably practicable after the Effective Time, Parent shall cause the Exchange Agent shall mail to each holder mail, to all former holders of record of a Certificate (i) an outstanding certificate or certificates which immediately prior to the Effective Time whose represented shares of Company Common Stock or Company Series A Preferred Stock that were converted into the right to receive Merger Consideration pursuant to this Agreement (the “Certificates”) or (ii) shares represented by book-entry which immediately prior to the Effective Time represented shares of Acquiror Company Common Stock that were converted into the right to receive Merger Consideration pursuant to Section 2.1 this Agreement (“Book-Entry Shares”), (A) instructions for surrendering their Certificates, or in the case of Book-Entry Shares, for surrendering such shares, in exchange for a customary form certificate representing shares of Parent Common Stock and cash in lieu of fractional shares and, in the case of former holders of record of Company Common Stock, a certificate representing a Contingent Value Right, and (B) a letter of transmittal (the “Letter of Transmittal”), which shall specify that delivery shall be effected, and risk of loss of, and title to to, the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent) containing instructions for use , or in effecting the case of Book-Entry Shares, upon adherence to the procedures set forth in the Letter of Transmittal. Upon surrender of the Certificates in exchange or Book-Entry Shares, for the Merger Consideration. Upon proper surrender of a Certificate for exchange and cancellation to the Exchange Agent, together with a letter Letter of transmittal, duly completed Transmittal and validly executed such other customary documents reasonably requested by Parent and in accordance with the instructions theretothereon, and such other documents as may be required pursuant to such instructions, the each holder of such Certificate Certificates and Book-Entry Shares shall be entitled to receive in exchange therefor (a) a certificate representing that number of whole shares of Parent Common Stock into which the Merger Consideration shares of Company Common Stock or Company Series A Preferred Stock theretofore represented by the Certificates or Book-Entry Shares so surrendered shall have been converted pursuant to the provisions of this Agreement applying the Minimum Exchange Ratio under Section 1.6(a)(i) and with respect to Company Series A Preferred Stock the Preferred Stock Exchange Ratio, (b) any cash in lieu of fractional shares pursuant to Section 1.6(a)(ii) hereof, (c) a certificate representing that number of Contingent Value Rights, if any, to which such holder has is entitled under this Agreement, (d) a check in the amount of any cash due pursuant to Section 1.12 hereof, and (e) in the case of Company Common Stock only the right to receive a certificate representing that number of whole shares of Parent Common Stock into which the shares of Company Common Stock theretofore represented by the Certificates or Book-Entry Shares so surrendered shall have been converted pursuant to the provisions of this Agreement applying the Exchange Ratio (as opposed to the Minimum Exchange Ratio) under Section 1.6(a)(i) less any shares of Parent Common Stock issued and delivered to former holders of Company Common Stock in respect accordance with clause (a) of this sentence, but in the case of this clause (e) only to the extent that it is determined pursuant to Section 1.13 that the Exchange Ratio is greater than the Minimum Exchange Ratio. No interest shall be paid or shall accrue on any such amounts. Until surrendered in accordance with the provisions of this Section 1.8, each Certificate and each Book-Entry Share shall represent for all purposes only the right to receive Merger Consideration together with cash in lieu of any fractional shares to which such holder is entitled pursuant to Section 1.6(a)(ii) hereof and, if applicable, amounts under Section 1.12 hereof. Shares of Parent Common Stock into which shares of Company Common Stock and shares of Company Series A Preferred Stock shall be converted in the Merger at the Effective Time shall be deemed to have been issued at the Effective Time. If any certificates representing shares of Parent Common Stock are to be issued in a name other than that in which the Certificate surrendered is registered, it shall be a condition of such exchange that the person requesting such exchange shall deliver to the Exchange Agent all documents necessary to evidence and effect such transfer and shall pay to the Exchange Agent any transfer or other taxes required by reason of the issuance of a certificate representing shares of Parent Common Stock in a name other than that of the registered holder of the Certificate surrendered, or establish to the satisfaction of the Exchange Agent that such tax has been paid or is not applicable. Beginning on the date which is twelve (12) months following the Effective Time, Parent shall act as the Exchange Agent and thereafter any holder of an unsurrendered Certificate or Book-Entry Share shall look solely to Parent and the Surviving Corporation for any amounts to which such holder may be due, subject to applicable law. The Surviving Corporation shall pay all charges and expenses, including those of the Exchange Agent, in connection with the exchange of the shares of Company Common Stock formerly represented by such Certificate, and such Certificate so surrendered shall forthwith be cancelled. No interest will be paid or accrued Company Series A Preferred Stock for the benefit of holders of the Certificates on the Merger Consideration payable upon the surrender of the Certificates. Notwithstanding anything to the contrary contained in this Agreement, no holder of Book-Entry Shares shall be required to deliver a Certificate or an executed letter of transmittal to the Exchange Agent in order to receive the Merger Consideration that such holder is entitled to receive pursuant to Article II. In lieu thereof, each holder of record of Book-Entry Shares whose shares of Company Common Stock were converted into the right to receive shares of Acquiror Common Stock pursuant to Section 2.1 shall automatically upon the Effective Time (or, at any later time at which such Book-Entry Shares shall be so converted) be entitled to receive, and Acquiror shall cause the Exchange Agent to pay and deliver as promptly as practicable after the Effective Time, the Merger Consideration that such holder is entitled to receive pursuant to Article II, and the Book Entry Shares of such holder shall forthwith be cancelledConsideration.

Exchange of Certificates. (a) As soon as reasonably practicable Within three business days after the Effective Time, Buyer shall take all steps necessary to cause the Exchange Agent shall to mail to each holder of record Record Holder of a Certificate immediately prior or Certificates, a form letter of transmittal for return to the Effective Time whose Exchange Agent and instructions for use in effecting the surrender of the Certificates for certificates representing the Buyer Common Stock and the cash in lieu of fractional shares of into which the Company Common Stock were represented by such Certificates shall have been converted into as a result of the right to receive shares of Acquiror Common Stock pursuant to Section 2.1 a customary Merger. The form of letter of transmittal (which shall be subject to the reasonable approval of the Company) shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent) containing instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon proper surrender of a Certificate for exchange and cancellation to the Exchange Agent, together with a such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructionsexecuted, the holder of such Certificate shall be entitled to receive in exchange therefor (x) a certificate for the Merger Consideration that number of whole shares of Buyer Common Stock to which such holder of the Company Common Stock shall have become entitled pursuant to the provisions of this Section 3.06 and (y) a check representing the amount of cash in lieu of the fractional shares, if any, which such holder has the right to receive in respect of Certificates surrendered pursuant to the shares provisions of Company Common Stock formerly represented by such Certificatethis Section 3.06, and such Certificate the Certificates so surrendered shall forthwith be cancelled. No interest In the event any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Certificate to be lost, stolen or destroyed and, if required by Buyer, the posting by such person of a bond in such amount as Buyer may direct as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent will be paid issue in exchange for such lost, stolen or accrued for the benefit of holders of the Certificates on destroyed Certificate the Merger Consideration payable upon the surrender deliverable in respect thereof. Certificates surrendered for exchange by any person who is an "affiliate" of the Certificates. Notwithstanding anything to Company for purposes of Rule 145(c) under the contrary contained in this AgreementSecurities Act of 1933, no holder of Book-Entry Shares as amended (the "SECURITIES ACT"), shall not be required to deliver a Certificate or an executed letter of transmittal to the Exchange Agent in order to receive the Merger Consideration that such holder is entitled to receive pursuant to Article II. In lieu thereof, each holder of record of Book-Entry Shares whose exchanged for certificates representing shares of Company Buyer Common Stock were converted into until Buyer has received the right to receive shares of Acquiror Common Stock pursuant to Section 2.1 shall automatically upon the Effective Time (or, at any later time at which such Book-Entry Shares shall be so converted) be entitled to receive, and Acquiror shall cause the Exchange Agent to pay and deliver as promptly as practicable after the Effective Time, the Merger Consideration that such holder is entitled to receive pursuant to Article II, and the Book Entry Shares written agreement of such holder shall forthwith be cancelledperson contemplated by Section 8.04 hereof.

Exchange of Certificates. (a) As soon of the Effective Time, a bank or trust company to be designated by the Parent or the New Parent prior to the record date for the Special Meeting and consented to by the Company (such consent not to be unreasonably withheld or delayed) (the "Exchange Agent") shall act as reasonably practicable exchange agent in effecting the exchange, for the Company Merger Consideration, of certificates (the "Certificates") that, prior to the Effective Time, represented Company Shares entitled to exchange pursuant to Section 2.1(a)(i). The New Parent shall deposit with the Exchange Agent in trust for the benefit of the holders of Certificates formerly representing Company Shares, cash together with certificates for such number of shares of New Parent Common Stock into which the Company Shares are converted pursuant to Section 2.1(a)(i)(together with any dividends or distributions with respect thereto with a record date after the Effective Time, the "Exchange Agent Fund"). Promptly after the Effective Time (but in any event within three business days thereof), the New Parent shall mail cause to be mailed to each record holder of record of a Certificate Certificates that immediately prior to the Effective Time whose shares of represented Company Common Shares (and which shall not previously have been surrendered in connection with a Stock were converted into the right to receive shares of Acquiror Common Stock pursuant to Section 2.1 Election) a customary form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent) containing instructions for use in effecting surrendering such Certificates and receiving the Company Merger Consideration therefor. Subject to any applicable withholding tax requirements, upon the surrender of the Certificates in exchange for the Merger Consideration. Upon proper surrender of a each such Certificate for exchange and cancellation to the Exchange Agent, together with a duly completed and executed letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant Exchange Agent shall (x) pay to such instructions, the holder of such Certificate shall be entitled formerly representing Company Shares cash equal to receive in exchange therefor the amount of cash due such holder after giving effect to any Stock Election made by such holder and (y) issue to the holder of such Certificate a certificate for that number of shares of the New Parent Common Stock equal to the number of shares of New Parent Common Stock due under the Company Merger Consideration that such holder has the right to receive in respect of the shares of Company Common Stock formerly represented elected by such Certificateholder, and such Certificate so surrendered shall forthwith be cancelled. No interest will Only certificates for whole shares of New Parent Common Stock shall be issued, with cash paid in lieu of fractional shares as provided in Section 2.4(b) below. Until so surrendered and exchanged, each such Certificate (other than Certificates representing Company Shares held by New Parent or accrued for the benefit of holders of Company or Dissenting Shares) shall represent solely the Certificates on right to receive the Company Merger Consideration payable upon therefor. If any certificates for New Parent Common Stock are to be issued to a person other than the surrender of holder in whose name the Certificates. Notwithstanding anything to the contrary contained Certificate formerly representing Company Shares surrendered in this Agreementexchange therefor is registered, no holder of Book-Entry Shares it shall be required a condition to deliver a Certificate or an executed letter of transmittal such issuance that the person requesting such issuance shall pay to the Exchange Agent in order any transfer or other taxes required by reason of the issuance of such certificates for New Parent Common Stock to receive a person other than the Merger Consideration that such holder is entitled to receive pursuant to Article II. In lieu thereof, each registered holder of record the Certificate surrendered, or such person shall establish to the satisfaction of Book-Entry Shares whose shares of Company Common Stock were converted into the right to receive shares of Acquiror Common Stock pursuant to Section 2.1 shall automatically upon the Effective Time (or, at any later time at which such Book-Entry Shares shall be so converted) be entitled to receive, and Acquiror shall cause the Exchange Agent that such tax has been paid or is not applicable. Notwithstanding the foregoing, neither the Exchange Agent nor any party hereto shall be liable to pay and deliver as promptly as practicable after the Effective Time, the a holder of Company Shares for any Company Merger Consideration that such holder is entitled delivered to receive a public official pursuant to Article IIapplicable abandoned property, escheat and the Book Entry Shares of such holder shall forthwith be cancelledsimilar laws.

Exchange of Certificates. (a) As soon as reasonably practicable Promptly after the Effective Time, the Exchange Agent Surviving Corporation shall mail cause to be mailed to each Person who was, at the Effective Time, a holder of record of a Certificate immediately prior to the Effective Time whose shares of Company Common Stock were converted into the right Shares entitled to receive shares of Acquiror Common Stock the Per Share Merger Consideration pursuant to Section 2.1 1.07(a) a customary form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates certificates evidencing such Shares (the “Certificates”) shall pass, only upon proper delivery of the Certificates to the Exchange Paying Agent) containing and instructions for use in effecting the surrender of the Certificates in exchange for the Merger Considerationpursuant to such letter of transmittal. Upon proper surrender to the Paying Agent of a Certificate for exchange and cancellation to the Exchange AgentCertificate, together with a such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor therefore the Per Share Merger Consideration that such holder has the right to receive in respect of the shares of Company Common Stock for each Share formerly represented evidenced by such Certificate, and such Certificate so surrendered shall forthwith then be cancelledcanceled. No interest will shall accrue or be paid or accrued for the benefit of holders of the Certificates on the Per Share Merger Consideration payable upon the surrender of any Certificate for the Certificatesbenefit of the holder of such Certificate. Notwithstanding anything If the payment equal to the contrary contained Per Share Merger Consideration is to be made to a Person other than the Person in this Agreementwhose name the surrendered Certificate is registered on the stock transfer books of the Company, no it shall be a condition of payment that the Certificate so surrendered shall be endorsed properly or otherwise be in proper form for transfer and that the Person requesting such payment shall have paid all transfer and other taxes required by reason of the payment of the Per Share Merger Consideration to a Person other than the registered holder of Book-Entry the Certificate surrendered, or shall have established to the satisfaction of TAS that such taxes either have been paid or are not applicable. If any holder of Shares is unable to surrender such holder’s Certificates because such Certificates have been lost, stolen, mutilated or destroyed, such holder may deliver in lieu thereof an affidavit and indemnity bond in form and substance and with surety reasonably satisfactory to the Surviving Corporation. Comparable procedures shall be required established to deliver a Certificate or an executed letter of transmittal to disburse the Exchange Agent in order to receive the Merger Option Consideration that such holder is entitled to receive pursuant to Article II. In lieu thereof, each holder of record of Book-Entry Shares whose shares of Company Common Stock were converted into the right to receive shares of Acquiror Common Stock pursuant to Section 2.1 shall automatically upon the Effective Time (or, at any later time at which such Book-Entry Shares shall be so converted) be entitled to receive, and Acquiror shall cause the Exchange Agent to pay and deliver as promptly as practicable after the Effective Time, the Merger Consideration that such holder is entitled to receive pursuant to Article II, and the Book Entry Shares of such holder shall forthwith be cancelledPurchase Right Consideration.

Exchange of Certificates. (a) As soon as reasonably practicable after On or prior to the Effective TimeClosing Date, the Exchange Agent each Shareholder shall mail to each holder of record of a Certificate surrender all outstanding certificates which immediately prior to the Effective Time whose shares of represented Company Common Stock were converted into Shares (the right to receive shares of Acquiror Common Stock pursuant to Section 2.1 a customary form of letter of transmittal (which shall specify that delivery "Certificate" or "Certificates") for payment therefor and conversion thereof. Delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent) containing instructions for use in effecting the surrender of the Certificates in exchange for the Merger ConsiderationParent. Upon proper surrender to Parent of a Certificate for exchange and cancellation to the Exchange Agent, together with a letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructionsCertificate, the holder of such Certificate shall be entitled to receive in exchange therefor (i) one or more certificates as requested by the Merger Consideration holder (properly issued, executed and countersigned, as appropriate) representing that number of whole shares of fully paid and nonassessable shares of Parent Common Stock to which such holder has the right to receive in respect of the shares of Company Shares shall have become entitled pursuant to the provisions of Section 2.1 hereof; (ii) as to any fractional share of Parent Common Stock formerly represented by Stock, a check representing the cash consideration to which such Certificateholder shall have become entitled pursuant to Section 2.2 hereof; and (iii) any dividend or other distribution to which such holder is entitled pursuant to Section 2.3(b) hereof, and such the Certificate so surrendered shall forthwith be cancelledcanceled. No interest will be paid or accrued for the benefit of holders of the Certificates on the Merger Consideration cash payable upon the surrender of the Certificates. Notwithstanding anything If any portion of the consideration to be received pursuant to Sections 2.1, 2.2 and 2.3(b) upon exchange of a Certificate (whether a certificate representing shares of Parent Common Stock or by check representing cash for a fractional share) is to be issued or paid to a person other than the contrary contained person in this Agreementwhose name the Certificate surrendered in exchange therefor is registered, no holder of Book-Entry Shares it shall be a condition of such issuance and payment that the Certificate so surrendered shall be properly endorsed or otherwise in proper form for transfer and that the person requesting such exchange shall pay in advance any transfer or other taxes required to deliver by reason of the issuance of a Certificate or an executed letter of transmittal a check representing cash for a fractional share to such other person, or established to the Exchange Agent in order to receive the Merger Consideration satisfaction of Parent that such holder tax has been paid or that such tax is entitled to receive pursuant to Article IInot applicable. In lieu thereofFrom the Effective Time until surrender in accordance with the provisions of this Section 2.3, each holder of record of Book-Entry Shares whose shares of Company Common Stock were converted into Certificate shall represent for all purposes only the right to receive the consideration provided in Sections 2.1, 2.2 and 2.3(b). All payments of respective shares of Acquiror Parent Common Stock pursuant to Section 2.1 shall automatically that are made upon surrender of Certificates in accordance with the Effective Time (or, at any later time at which such Book-Entry Shares terms hereof shall be so converted) be entitled deemed to receive, and Acquiror shall cause have been made in full satisfaction of rights pertaining to the Exchange Agent to pay and deliver as promptly as practicable after the Effective Time, the Merger Consideration that Company Shares evidenced by such holder is entitled to receive pursuant to Article II, and the Book Entry Shares of such holder shall forthwith be cancelledCertificates.

Exchange of Certificates. (a) As soon promptly as reasonably practicable after the Effective Time, but in no event later than five (5) Business Days thereafter, GWBI shall cause the Exchange Agent shall to mail to each holder of record of a Certificate one or more Old Certificates representing shares of Company Common Stock immediately prior to the Effective Time whose shares of Company Common Stock were that have been converted at the Effective Time into the right to receive shares of Acquiror Common Stock pursuant to Section 2.1 the applicable Merger Consideration and that has not theretofore submitted its Old Certificates with an Election Form, a customary form of letter of transmittal (“Letter of Transmittal”) which shall specify that delivery shall be effected, and risk of loss and title to the Old Certificates shall pass, only upon proper delivery of the Old Certificates to the Exchange Agent) containing Agent and instructions for use in effecting the surrender of the Old Certificates in exchange for the Merger ConsiderationStock Consideration and/or the Cash Consideration which such holder shall have become entitled to receive in accordance with, and subject to, Sections 1.4(c)(i), 1.5 and 1.6, and any cash in lieu of fractional shares which the shares of Company Common Stock represented by such Old Certificate or Old Certificates shall have been converted into the right to receive pursuant to this Agreement as well as any dividends or distributions to be paid pursuant to Section 1.8(b). Upon A Letter of Transmittal shall be deemed properly completed with respect to a holder of Company Common Stock only if accompanied by one or more Old Certificates (or customary affidavits and indemnification regarding a loss or destruction of such Old Certificates or the guaranteed delivery of such Old Certificates) representing all shares of Company Common Stock covered by such Letter of Transmittal. From and after the Effective Time and the completion of the allocation procedure set forth in Section 1.5, upon proper surrender of a an Old Certificate or Old Certificates for exchange and cancellation to the Exchange Agent, together with a letter such properly completed Letter of transmittalTransmittal or Election Form, as applicable, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructionsexecuted, the holder of such Old Certificate or Old Certificates shall be entitled to receive in exchange therefor therefor, as applicable, (i) a New Certificate representing the Merger Stock Consideration that to which such holder of Company Common Stock shall have become entitled to receive in accordance with, and subject to, Sections 1.4(c)(i), 1.5 and 1.6 and/or (ii) a check representing the amount of (A) the Cash Consideration which such holder has the right to receive in respect of the shares of Company Common Stock formerly represented by such Certificatesurrendered Old Certificate or Old Certificates in accordance with, and subject to, Sections 1.4(c)(i), 1.5 and 1.6, (B) any cash in lieu of fractional shares which such holder has the right to receive in respect of the surrendered Old Certificate or Old Certificates pursuant to Section 1.4(c)(iii) and (C) any dividends or distributions which the holder thereof has the right to receive pursuant to Section 1.8(b), and the Old Certificate or Old Certificates so surrendered shall forthwith be cancelled. No interest will be paid or accrued for on the benefit Cash Consideration or any cash in lieu of fractional shares payable to holders of the Certificates on the Merger Consideration payable upon the surrender of the Old Certificates. Notwithstanding anything Subject to the contrary contained in terms of this AgreementAgreement and the Letter of Transmittal, no holder of Book-Entry Shares shall be required to deliver a Certificate or an executed letter of transmittal to the Exchange Agent in order shall have discretion to receive the Merger Consideration that such holder is entitled to receive pursuant to Article IIdetermine whether any Letter of Transmittal has been properly completed and any Old Certificates properly surrendered or exchanged hereunder. In lieu thereofUntil surrendered as contemplated by this Section 1.8(a), each holder of record of Book-Entry Shares whose shares of Company Common Stock were converted into Old Certificate shall be deemed at any time after the Effective Time to represent only the right to receive shares of Acquiror Common Stock pursuant to Section 2.1 shall automatically upon the Effective Time (or, at any later time at which such Book-Entry Shares shall be so converted) be entitled to receive, and Acquiror shall cause the Exchange Agent to pay and deliver as promptly as practicable after the Effective Timeupon surrender, the applicable Merger Consideration that such holder is entitled to receive pursuant to Article II, and the Book Entry Shares any cash in lieu of such holder shall forthwith be cancelledfractional shares or in respect of dividends or distributions as contemplated by this Agreement.

Exchange of Certificates. (a) As soon as reasonably practicable after the Effective Time, the Exchange Agent Each Company Stockholder shall mail complete and provide to each holder of record of a Certificate immediately prior to the Effective Time whose shares of Company Common Stock were converted into the right to receive shares of Acquiror Common Stock pursuant to Section 2.1 a customary form of Parent an executed letter of transmittal in substantially the form attached hereto as EXHIBIT E (which a “Letter of Transmittal”) and Investment Rep Letter and shall specify that delivery shall be effected, and risk deliver to Parent such Company Stockholder’s share certificates evidencing the Company Capital Stock held by such Company Stockholder (or an affidavit of loss and title to the Certificates shall passas described below) duly endorsed in blank, only upon delivery of the Certificates to the Exchange Agent) containing instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon proper surrender of a Certificate for exchange and cancellation to the Exchange Agent, together with a letter of transmittal, or accompanied by share powers duly completed and validly executed in accordance blank, in a form satisfactory to Parent and with the instructions theretoall required share transfer tax stamps affixed, and such other documents as Parent may be required pursuant reasonably request (the “Eligible Company Securities Documents”). After the Effective Time, subject to the holder’s delivery to Parent of a duly executed Letter of Transmittal and the Eligible Company Securities Documents, Parent shall promptly deliver to such instructions, Company Stockholder the holder cash amount and share certificates evidencing the shares of Parent Common Stock that such Certificate shall be Company Stockholder is entitled to receive in exchange therefor the Merger Consideration that such holder has the right at Closing pursuant to receive in respect of the shares of Company Common Stock formerly represented by such CertificateSection 1.5(c) or Section 1.5(d), as applicable, and such Certificate the share certificates so surrendered shall forthwith be cancelled. No interest will canceled; provided that Parent may elect to pay cash in lieu of shares of Parent Common Stock any amounts payable from time to time hereunder that would otherwise be paid or accrued in shares of Parent Common Stock to any Company Stockholder that is an Unaccredited Stockholder. For clarity, any such shares of Parent Common Stock that would otherwise have been delivered to such Company Stockholder if not for the benefit of holders of the Certificates on the Merger Consideration payable upon the surrender of the Certificates. Notwithstanding anything to the contrary contained in this Agreement, no holder of Book-Entry Shares foregoing sentence shall be required to deliver a Certificate or an executed letter of transmittal to deducted from the Exchange Agent in order to receive the Merger Consideration that such holder is entitled to receive pursuant to Article II. In lieu thereof, each holder of record of Book-Entry Shares whose aggregate shares of Company Parent Common Stock were converted into otherwise payable hereunder and not from the right to receive shares of Acquiror Common Stock pursuant to Section 2.1 shall automatically upon the Effective Time (or, at any later time at which such Book-Entry Shares shall be so converted) be entitled to receive, Closing Stockholder Cash Consideration. From and Acquiror shall cause the Exchange Agent to pay and deliver as promptly as practicable after the Effective Time, each share certificate shall be deemed to represent only the Merger Consideration that such holder is entitled right to receive the consideration payable pursuant to Article IISection 1.5(c) or Section 1.5(d), as applicable, and the Book Entry Shares holder of each such holder share certificates shall forthwith cease to have any rights with respect to the Eligible Company Securities formerly represented thereby. No certificates representing fractional shares of Parent Common Stock shall be cancelledissued upon the surrender for exchange of Eligible Company Securities Documents.

Exchange of Certificates. (a) As soon as practicable after the execution and delivery of this Agreement and, in any event, not less than five Trading Days prior to the mailing to holders of Common Shares of the Registration Statement (as defined in Section 8.4), Parent shall designate a bank or trust company (or such other person or persons as shall be reasonably practicable acceptable to Parent and the Company) to act as exchange agent (the "Exchange Agent") in effecting the exchange of Certificates that, prior to the Effective Time, represented Common Shares (other than Certificates representing Common Shares to be canceled pursuant to Section 3.1(b) or Dissenting Shares) for Merger Consideration pursuant to Section 3.1(a) hereof. Promptly after the Effective Time, the Exchange Agent Surviving Corporation shall mail cause to be mailed to each person who was, at the Effective Time, a holder of record of a Certificate immediately prior to the Effective Time whose shares of Company Common Stock were converted into the right Shares entitled to receive shares of Acquiror Common Stock the Merger Consideration pursuant to Section 2.1 3.1(a) a customary form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the such Certificates to the Exchange Agent) containing and instructions for use in effecting the surrender of the Certificates in exchange for the Merger Considerationpursuant to such letter of transmittal. Upon proper the surrender of a Certificate for exchange and cancellation to the Exchange Agenteach such Certificate, together with a such letter of transmittal, transmittal duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, the Exchange Agent shall pay the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration that multiplied by the number of Common Shares formerly represented by such holder has Certificate in exchange therefor, and such Certificate shall forthwith be canceled. Until so surrendered and exchanged, each such Certificate (other than Certificates representing Dissenting Shares or Common Shares to be canceled in accordance with Section 3.1(b)) shall represent solely the right to receive Merger Consideration. In the event any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Certificate to be lost, stolen or destroyed and, if required by Parent, the posting by such person of a bond in customary form and amount as indemnity against any claim that may be made against it with respect of the shares of Company Common Stock formerly represented by to such Certificate, and such Certificate so surrendered shall forthwith be cancelled. No interest will be paid or accrued for the benefit of holders of the Certificates on the Merger Consideration payable upon the surrender of the Certificates. Notwithstanding anything to the contrary contained in this Agreement, no holder of Book-Entry Shares shall be required to deliver a Certificate or an executed letter of transmittal to the Exchange Agent will issue in order to receive exchange for such lost, stolen or destroyed Certificate the Merger Consideration that Consideration, without any interest or dividends or other payments thereon, otherwise deliverable upon due surrender of any such holder is entitled to receive Certificate pursuant to Article II. In lieu thereof, each holder of record of Book-Entry Shares whose shares of Company Common Stock were converted into the right to receive shares of Acquiror Common Stock pursuant to Section 2.1 shall automatically upon the Effective Time (or, at any later time at which such Book-Entry Shares shall be so converted) be entitled to receive, and Acquiror shall cause the Exchange Agent to pay and deliver as promptly as practicable after the Effective Time, the Merger Consideration that such holder is entitled to receive pursuant to Article II, and the Book Entry Shares of such holder shall forthwith be cancelledthis Agreement.

Exchange of Certificates. (a) As soon as reasonably practicable after After the Effective Time, the Exchange Agent shall mail to each holder of record of a Certificate immediately prior to the Effective Time whose certificate formerly evidencing shares of Company ACI Common Stock were which have been converted into the right to receive shares of Acquiror Common Stock pursuant to Section 2.1 2.1(b), each holder of a customary form certificate formerly evidencing shares of letter ACI Class B Preferred Stock which have been converted pursuant to Section 2.1(c), each holder of transmittal (a certificate formerly evidencing shares of ACI Class C Preferred Stock which shall specify that delivery shall be effectedhave been converted pursuant to Section 2.1(d), and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent) containing instructions for use in effecting the surrender of the Certificates same to First Chicago Trust Company of New York or another exchange agent selected by the Company (the "EXCHANGE AGENT") as provided in exchange for the Merger Consideration. Upon proper surrender of a Certificate for exchange and cancellation to the Exchange AgentSection 2.2(b) hereof, together with a letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor (i) a certificate or certificates representing the Merger Consideration number of shares of Company Common Stock into which such shares of ACI Common Stock, ACI Class B Preferred Stock or ACI Class C Preferred Stock shall have been so converted. Until so surrendered, each certificate formerly evidencing shares of ACI Common Stock, ACI Class B Preferred Stock or ACI Class C Preferred Stock which have been so converted will be deemed for all corporate purposes of the Company to evidence ownership of the number of shares of Company Common Stock for which the shares of ACI Common Stock, ACI Class B Preferred Stock or ACI Class C Preferred Stock formerly represented thereby were exchanged; provided, however, that until such certificate is so surrendered, no dividend payable to holders of record of Company Common Stock as of any date subsequent to the Effective Time shall be paid to the holder has the right to receive of such certificate in respect of the shares of Company Common Stock formerly represented by such Certificate, evidenced thereby and such Certificate holder shall not be entitled to vote such shares of Company Common Stock. Upon surrender of a certificate formerly evidencing shares of ACI Common Stock , ACI Class B Preferred Stock or ACI Class C Preferred Stock which have been so surrendered converted, there shall forthwith be cancelled. No interest will be paid or accrued for to the benefit of holders record holder of the Certificates on certificates of Company Common Stock issued in exchange therefor (i) at the Merger Consideration payable upon time of such surrender, the surrender amount of the Certificates. Notwithstanding anything dividends and any other distributions theretofore paid with respect to the contrary contained in this Agreement, no holder of Book-Entry Shares shall be required to deliver a Certificate or an executed letter of transmittal to the Exchange Agent in order to receive the Merger Consideration that such holder is entitled to receive pursuant to Article II. In lieu thereof, each holder of record of Book-Entry Shares whose shares of Company Common Stock were converted into the right as of any date subsequent to receive shares of Acquiror Common Stock pursuant to Section 2.1 shall automatically upon the Effective Time to the extent the same has not yet been paid to a public official pursuant to abandoned property, escheat or similar laws and (orii) at the appropriate payment date, at the amount of dividends and any later time at which such Book-Entry Shares shall be so converted) be entitled to receive, and Acquiror shall cause the Exchange Agent to pay and deliver as promptly as practicable other distributions with a record date after the Effective Time, Time but prior to surrender and a payment date subsequent to surrender payable with respect to such shares. No interest shall be payable with respect to the Merger Consideration that such holder is entitled to receive pursuant to Article II, and the Book Entry Shares payment of such holder shall forthwith be cancelleddividends.

Exchange of Certificates. (a) On the Closing Date, to the extent that the Company shall have delivered a written request to Parent and the relevant Company Stock Certificates have been surrendered for cancellation to Parent no later than five (5) business days prior to the Closing Date and Parent has received a letter of transmittal from the relevant holder of Company Capital Stock in customary form and containing such customary provisions (as reasonably agreed to by Parent and Company within 10 days after the date of this Agreement), Parent shall deliver certificates representing shares of Parent Common Stock to each such holder of record of a Company Stock Certificate that immediately prior to the Effective Time represented outstanding shares of Company Capital Stock whose shares were converted into the right to receive shares of Parent Common Stock pursuant to Section 1.5(c). As soon as reasonably practicable after the Effective Time, the Exchange Agent shall mail Parent will send (or cause to each holder of record of a Certificate immediately prior be sent) to the Effective Time whose shares record holders of Company Stock Certificates (other than record holders of Company Stock Certificates as to which certificates representing Parent Common Stock were converted into the right to receive shares of Acquiror Common Stock pursuant to Section 2.1 are delivered at Closing) (i) a customary form of letter of transmittal in customary form and containing such customary provisions as Parent or its transfer agent may reasonably specify (which shall specify including a provision confirming that delivery of Company Stock Certificates shall be effected, and risk of loss and title to the Company Stock Certificates shall pass, only upon delivery of the such Company Stock Certificates to the Exchange AgentParent), and (ii) containing instructions for use in effecting the surrender of the Company Stock Certificates in exchange for the Merger Consideration. Upon proper surrender of a Company Stock Certificate to Parent or its transfer agent for exchange and cancellation to the Exchange Agentexchange, together with a duly executed letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, transmittal and such other documents as may be reasonably required pursuant by Parent, Parent shall cause to such instructions, be delivered to the holder of such Company Stock Certificate shall be entitled to receive in exchange therefor the Merger Consideration a certificate representing that number of shares of Parent Common Stock that such holder has the right to receive in respect of pursuant to Section 1.5(c) rounded up to the shares of nearest whole number. All Company Common Stock formerly represented by such Certificate, and such Certificate Certificates so surrendered shall forthwith be cancelledcanceled. No interest will be paid or accrued for the benefit of holders of the Certificates on the Merger Consideration payable upon the surrender of the Certificates. Notwithstanding anything to the contrary contained in Until surrendered as contemplated by this AgreementSection 1.9, no holder of Book-Entry Shares each Company Stock Certificate shall be required deemed, from and after the Effective Time, to deliver a Certificate or an executed letter of transmittal to represent only the Exchange Agent in order right to receive the Merger Consideration that such holder is entitled in accordance with this Agreement. If any Company Stock Certificate shall have been lost, stolen or destroyed, Parent may, in its discretion and as a condition precedent to receive pursuant to Article II. In lieu thereof, each holder the issuance of record of Book-Entry Shares whose shares of Company any certificate representing Parent Common Stock were converted into or the right to receive shares payment of Acquiror Common Stock pursuant to Section 2.1 shall automatically upon cash in lieu of fractional shares, require the Effective Time (or, at any later time at which such Book-Entry Shares shall be so converted) be entitled to receive, and Acquiror shall cause the Exchange Agent to pay and deliver as promptly as practicable after the Effective Time, the Merger Consideration that such holder is entitled to receive pursuant to Article II, and the Book Entry Shares owner of such holder shall forthwith lost, stolen or destroyed Company Stock Certificate to provide an appropriate affidavit and indemnity and to deliver a bond (in such sum as Parent may reasonably direct) as indemnity to Parent against any claim that may be cancelledmade against Parent or the Surviving Corporation with respect to such Company Stock Certificate.

Exchange of Certificates. (a) As soon as reasonably practicable after Prior to the Effective Time, Purchaser ------------------------ shall designate a bank or trust company to act as agent (the Exchange Agent shall mail "Paying Agent") for the holders of Shares and Preferred Shares to each holder receive the funds necessary to effect the exchange for cash of record of a Certificate certificates which, immediately prior to the Effective Time whose shares of Company Common Stock were converted into the right Time, represented Shares or Preferred Shares entitled to receive shares of Acquiror Common Stock payment pursuant to Section 2.1 a customary form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent2.5(a) containing instructions for use in effecting the surrender of the Certificates in exchange for the Merger Considerationor 2.5(b). Upon proper surrender of a Certificate for exchange and cancellation to the Exchange Agent, together with a letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration that such holder has the right to receive in respect of the shares of Company Common Stock formerly represented by such Certificate, and such Certificate so surrendered shall forthwith be cancelled. No interest will be paid or accrued for the benefit of holders of the Certificates on the Merger Consideration payable upon the surrender of the Certificates. Notwithstanding anything to the contrary contained in this Agreement, no holder of Book-Entry Shares shall be required to deliver a Certificate or an executed letter of transmittal to the Exchange Agent in order to receive the Merger Consideration that such holder is entitled to receive pursuant to Article II. In lieu thereof, each holder of record of Book-Entry Shares whose shares of Company Common Stock were converted into the right to receive shares of Acquiror Common Stock pursuant to Section 2.1 shall automatically upon the Effective Time (or, at any later time at which such Book-Entry Shares shall be so converted) be entitled to receive, and Acquiror shall cause the Exchange Agent to pay and deliver as promptly As soon as practicable after the Effective Time, the Paying Agent shall mail a transmittal form (the "Letter of Transmittal") to each holder of record of certificates theretofore representing such Shares or Preferred Shares advising such holder of the procedure for surrendering to the Paying Agent such certificates. If a check for the Merger Consideration is to be issued in the name of a person other than the person in whose name the certificates for Shares or Preferred Shares surrendered for exchange are registered on the books of the Company, it shall be a condition of the exchange that the person requesting such exchange shall pay to the Paying Agent all transfer or other taxes required by reason of the issuance of such check in the name of a person other than the registered owner of the certificates surrendered, or shall establish to the satisfaction of the Paying Agent that such taxes have been paid or are not applicable. Notwithstanding the foregoing, neither the Paying Agent nor any party hereto shall be liable to a holder of certificates theretofore representing Shares or Preferred Shares for any amount paid to a public official pursuant to any applicable abandoned property, escheat or similar laws. Upon the surrender and exchange of a certificate theretofore representing Shares or Preferred Shares, the holder shall be paid by check, without interest thereon, the Merger Consideration to which he or she is entitled hereunder, less only such amount required to receive pursuant to Article IIbe withheld under applicable backup withholding federal income tax regulations, and the Book Entry Shares of such holder certificate shall forthwith be cancelled. The Company shall take all steps necessary and appropriate to promptly effect the conversion of the Preferred Shares upon surrender by the holders thereof to the Company for conversion. Until so surrendered and exchanged, each such certificate shall represent solely the right to receive the Merger Consideration into which the Shares or Preferred Shares it theretofore represented shall have been converted pursuant to Sections 2.5(a) and (b), without interest, and the Surviving Corporation shall not be required to pay the holder thereof the Merger Consideration to which such holder otherwise would be entitled; provided that -------- customary and appropriate certifications and indemnities allowing for payment against lost or destroyed certificates shall be permitted. If any certificates representing any Shares or Preferred Shares shall not have been surrendered prior to five years after the Effective Time (or immediately prior to such earlier date on which any payment in respect thereof would otherwise escheat to or become the property of any governmental unit or agency), the payment in respect of such certificates shall, to the extent permitted by applicable law, become the property of the Surviving Corporation, free and clear of all claims or interest of any person previously entitled thereto .

Exchange of Certificates. (a) As soon as reasonably practicable Within five (5) business days after the Effective TimeClosing, the Exchange Agent shall Parent will mail to each holder of record of a Certificate immediately prior to the Effective Time whose shares of Company Common Stock were converted into the right stockholder that does not perfect its dissenters’ rights and is otherwise entitled to receive shares of Acquiror Common Stock Merger Consideration pursuant to Section 2.1 1.5 (i) a customary form of letter of transmittal in customary form and containing such provisions as Parent deems reasonable (which shall specify including a provision confirming that delivery of Company Stock Certificates shall be effected, and risk of loss and title to the Company Stock Certificates shall pass, only upon delivery of the such Company Stock Certificates to the Exchange AgentParent) containing and (ii) instructions for use in effecting the surrender of the Company Stock Certificates in exchange for the Merger Consideration. Upon proper surrender of a Company Stock Certificate to Parent for exchange and cancellation to the Exchange Agentexchange, together with a duly executed letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, transmittal and such other documents as may be reasonably required pursuant to such instructionsby Parent, the (1) each holder of such Company Stock Certificate that does not perfect its dissenters’ rights, if any, pursuant to Section 1.10 shall be entitled to receive in exchange therefor (A) a certificate representing the Merger Consideration Closing Percentage of the number of whole shares of Parent Common Stock that such holder has the right to receive pursuant to the provisions of Section 1.5 (and cash in respect lieu of any fractional share of Parent Common Stock) and (B) an amount in cash representing the Closing Percentage of the cash that such holder has the right to receive pursuant to the provisions of Section 1.5, (2) Parent shall deliver to the escrow agent under the Escrow Agreement, on behalf and in the name of each such holder, (A) a certificate representing the Escrow Percentage of the number of whole shares of Company Parent Common Stock formerly represented by such Certificate, and such Certificate so surrendered shall forthwith be cancelled. No interest will be paid or accrued for the benefit of holders of the Certificates on the Merger Consideration payable upon the surrender of the Certificates. Notwithstanding anything to the contrary contained in this Agreement, no holder of Book-Entry Shares shall be required to deliver a Certificate or an executed letter of transmittal to the Exchange Agent in order to receive the Merger Consideration that such holder is entitled to receive pursuant (together with the Warrant Escrow Shares, the “Escrow Shares”), which Escrow Shares shall include the same proportion of vested and unvested shares of Parent Common Stock as were held by such holder with respect to Article IICompany Capital Stock immediately prior to the Effective Time of Merger I, and (B) an amount in cash representing the Escrow Percentage of the cash that such holder has the right to receive (together with the Warrant Escrow Cash, the “Escrow Cash”) and (3) the Company Stock Certificate so surrendered shall be canceled. In lieu thereof, each holder the event of record a transfer of Book-Entry Shares whose shares ownership of Company Common Stock were converted into that is not registered in the transfer records of the Company, Merger Consideration may be issued to a transferee if the Company Stock Certificate is presented to Parent, 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 1.9, each Company Stock Certificate shall be deemed, from and after the Effective Time of Merger I, to represent only the right to receive the Merger Consideration as contemplated by Section 1.5. If any Company Stock Certificate shall have been lost, stolen or destroyed, Parent may, in its discretion and as a condition precedent to the issuance of any certificate representing Parent Common Stock, require the owner of such lost, stolen or destroyed Company Stock Certificate to provide an appropriate affidavit and to deliver a bond (in such sum as Parent may reasonably direct) as indemnity against any claim that may be made against Parent or the Surviving Corporation with respect 13. Table of Contents to such Company Stock Certificate. If Parent’s transfer agent requires that a legal opinion be delivered to it in connection with the issuance of shares of Acquiror Parent Common Stock pursuant in accordance with this Section 1.9, Parent shall use commercially reasonable efforts to Section 2.1 shall automatically upon cause such a legal opinion to be delivered to its transfer agent at the Effective Time (or, at any later time at which such Book-Entry Shares of Merger I. Parent shall be so converted) be use commercially reasonable efforts to cause its transfer agent or paying agent to deliver the proper portion of the Merger Consideration to each stockholder of the Company entitled to receive, and Acquiror shall cause receive Merger Consideration pursuant to the Exchange Agent to pay and deliver terms of this Agreement as promptly as reasonably practicable after receipt by such transfer agent of the Effective Time, the Merger Consideration that such holder is entitled to receive pursuant to Article II, and the Book Entry Shares of such holder shall forthwith be cancelleddocumentation set forth above.

Exchange of Certificates. 7.2.1 At the Effective Time, Digital Content Membership Interests that are outstanding immediately prior thereto (a) other than Dissenting Membership Interests for which dissenters rights have been or will be perfected in accordance with Texas law), will, by virtue of the Merger and without further action, cease to exist, and all such Membership Interests will be converted into the right to receive from Keynote the Initial Per Membership Interest Consideration and the Additional Per Membership Interest Consideration to which such holder is entitled pursuant to Section 2.1.2, subject to the provisions of Section 2.2 (regarding the withholding of Escrow Consideration). As soon as reasonably practicable after the Effective Time (and in any event no later than ten (10) business days after the Effective Time), the Exchange Agent Surviving Corporation shall mail cause to be mailed to each holder of record of a Certificate certificate which immediately prior to the Effective Time whose shares of Company Common Stock represented outstanding Digital Content Membership Interests (the "Digital Content Certificates") and which Membership Interests were converted into the right to receive shares of Acquiror Common Stock the Initial Per Membership Interest Consideration pursuant to Section 2.1 2.1.2, (a) a customary form of letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Digital Content Certificates shall pass, only upon delivery of the Digital Content Certificates to the Exchange AgentKeynote and shall be in such form and have such other provisions as Keynote may reasonably specify) containing and (b) instructions for use in effecting the surrender of the Digital Content Certificates in exchange for the Merger Initial Per Membership Interest Consideration and the Additional Per Membership Interest Consideration. Upon proper surrender of a Digital Content Certificate for exchange cancellation or upon delivery of an affidavit of lost certificate and cancellation an indemnity in form and substance satisfactory to Keynote (the Exchange Agent"Affidavit") to Keynote or to such other agent or agents as may be appointed by Keynote, together with a such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant (a) Keynote will pay by check to such instructions, the each tendering holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration that such holder has the right to receive in respect of the shares of Company Common Stock formerly represented by such Certificate, and such Certificate so surrendered shall forthwith be cancelled. No interest will be paid or accrued for the benefit of holders of the Certificates on the Merger Consideration payable upon the surrender of the Certificates. Notwithstanding anything to the contrary contained in this Agreement, no holder of Book-Entry Shares shall be required to deliver a Digital Content Certificate or an executed letter Affidavit (a "Tendering Digital Content Holder") cash in the amounts of transmittal the Initial Per Membership Interest Consideration and the Additional Per Membership Interest Consideration to the Exchange Agent in order to receive the Merger Consideration that which such holder is entitled to receive pursuant to Article II. In lieu thereof, each holder of record of Book-Entry Shares whose shares of Company Common Stock were converted into the right to receive shares of Acquiror Common Stock pursuant to Section 2.1 shall automatically upon 2.1.2, subject to the Effective Time provisions of Section 2.2 (or, at any later time at which such Book-Entry Shares shall be so converted) be entitled to receive, and Acquiror shall cause regarding the Exchange Agent to pay and deliver as promptly as practicable after the Effective Time, the Merger Consideration that such holder is entitled to receive pursuant to Article II, and the Book Entry Shares withholding of such holder shall forthwith be cancelledEscrow Consideration).

Exchange of Certificates. (a) As soon as reasonably practicable of or promptly after the Effective Time, the Exchange Agent Parent shall mail to each holder of record of a Certificate immediately prior invest in or lend to the Effective Time whose Surviving Corporation sufficient funds to permit the Surviving Corporation to, and the Surviving Corporation shall deposit with the Paying Agent (as defined in Section 2.13) for the benefit of the holders of shares of Company Common Stock were converted into Stock, for exchange in accordance with this Article II, the right to receive shares cash portion of Acquiror Common Stock pursuant to Section 2.1 a customary form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent) containing instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon proper surrender of a Certificate for exchange and cancellation to the Exchange Agent, together with a letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration that such holder has the right to receive in respect of the shares of Company Common Stock formerly represented by such Certificate, and such Certificate so surrendered shall forthwith be cancelled. No interest will be paid or accrued for the benefit of holders of the Certificates on the Merger Consideration payable upon the surrender of the Certificates. Notwithstanding anything to the contrary contained in this Agreement, no holder of Book-Entry Shares shall be required to deliver a Certificate or an executed letter of transmittal to the Exchange Agent in order to receive the Merger Consideration that such holder is entitled to receive pursuant to Article II. In lieu thereof, each holder of record of Book-Entry Shares whose shares of Company Common Stock were converted into the right to receive shares of Acquiror Common Stock pursuant to Section 2.1 shall automatically upon the Effective Time (or, at any later time at which such Book-Entry Shares shall be so convertedb) be entitled to receive, and Acquiror shall cause the Exchange Agent to pay and deliver as promptly As soon as practicable after the Effective Time, each holder of an outstanding certificate or certificates which prior thereto represented shares of Company Common Stock shall, upon surrender to the Merger Consideration that Paying Agent of such holder is certificate or certificates and acceptances thereof by the Paying Agent, be entitled to receive a certificate or certificates representing the number of full shares of Parent Common Stock, if any, received and the amount of cash, if any, into which the number of shares of Company Common Stock previously represented by such certificate or certificates surrendered shall have been converted pursuant to Article IIthis Agreement. The Paying Agent shall accept such certificates upon compliance with such reasonable terms and conditions as the Paying Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. After the Effective Time, there shall be no further transfer on the records of the Company or its transfer agent of certificates representing shares of Company Common Stock, and if such certificates are presented to the Book Entry Shares Surviving Corporation for transfer, they shall be cancelled against delivery of cash and/or certificates for shares of Parent Common Stock in accordance with this Agreement. If any certificate for such shares of Parent Common Stock is to be used in, or if cash is to be remitted to, a name other than that in which the certificate for shares of Company Common Stock surrendered for exchange is registered, it shall be a condition of such exchange that the certificate so surrendered shall be properly endorsed, with signature guaranteed or otherwise in proper form for transfer and that the person requesting such exchange shall pay to the Surviving Corporation or its transfer agent any transfer or other taxes required by reason of the issuance of certificates for such shares of Parent Common Stock in a name other than that of the registered holder shall forthwith be cancelled.of the certificate surrendered, or establish to II-5

Exchange of Certificates. (ai) As soon as reasonably practicable after Upon the Effective Time, the Exchange Agent shall mail to each holder of record surrender and exchange of a Certificate immediately prior to the Effective Time whose stock certificate representing shares of Company Common Stock were converted into the right to receive shares of Acquiror Common Stock pursuant to Section 2.1 a customary form of letter of transmittal (which shall specify that delivery shall be effectedNHG Shares, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent) containing instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon proper surrender of a Certificate for exchange and cancellation to the Exchange Agent, together with a letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, the holder of such Certificate each NHG Shareholder shall be entitled to receive the respective Merger Consideration to which such Person is entitled pursuant to Section 3(a), and the certificate(s) theretofore representing shares of NHG Shares shall forthwith be canceled. At the Closing, NHG shall deliver to Capital whatever stock certificates evidencing NHG shares that NHG may have been able to obtain prior to the Closing, each in form suitable for transfer, endorsed in blank or with executed blank stock transfer powers ("ENDORSED NHG STOCK CERTIFICATES"), along with stock book, stock transfer, ledger, minute book and any corporate seal of NHG, and Capital shall deliver to the Shareholders' Attorney-in-Fact (A) bank cashier's checks made payable to each NHG Shareholder who is entitled to receive Cash Consideration at the Closing and whose Endorsed NGH Stock Certificate has been delivered to Capital at the Closing, such checks to be in such cash amounts as such NHG Shareholders may be entitled to based upon the number of NHG Shares evidenced by their Endorsed NGH Stock Certificates delivered to Capital at the Closing, and (B) a stock certificate or certificates evidencing the Share Consideration in exchange therefor for the Merger delivery at the Closing of all FinWest Group's Endorsed NHG Stock Certificates. In the event that any stock certificates evidencing NHG Shares (other than the stock certificates of FinWest Group) are not delivered to Capital at the Closing, Capital shall at the Closing deliver the Cash Consideration that owing on such holder has NHG Shares to the Indemnity Escrow Agent for delivery to the Shareholders' Attorney-in-Fact upon delivery to the Indemnity Escrow Agent of such Endorsed NHG Stock Certificates not delivered to Capital at the Closing, all in accordance with the terms of the Indemnity Escrow Agreement, which Agreement shall (if and to the extent necessary) be amended to provide for the exchange of Cash Consideration for Endorsed NHG Stock Certificates not delivered at the Closing through the indemnity escrow. Until surrendered and exchanged as provided above, each certificate theretofore representing shares of NHG Shares shall represent solely the right to receive in respect of the shares of Company Common Stock formerly represented by such CertificateMerger Consideration, and such Certificate so surrendered the NHG Shareholder thereof shall forthwith be cancelled. No interest will be paid or accrued for the benefit of holders of the Certificates on the Merger Consideration payable upon the surrender of the Certificates. Notwithstanding anything to the contrary contained in this Agreement, have no holder of Book-Entry Shares shall be required to deliver a Certificate or an executed letter of transmittal to the Exchange Agent in order right to receive the Merger Consideration to which such Shareholder otherwise would be entitled; provided that such holder is entitled at and after the Closing customary procedures allowing for payment against lost or destroyed NHG stock certificates against receipt of customary and appropriate certifications and indemnities shall be honored by Capital and/or the Indemnity Escrow Agent (as the case may be). All certificates of Capital Preferred Stock issued pursuant hereto, shall bear the following legend: "The securities evidenced by this certificate have not been registered under the Securities Act of 1933, as amended, and have been taken for investment purposes only and not with a view to receive pursuant to Article II. In lieu the distribution thereof, each and, except as stated in an agreement between the holder of record of Book-Entry Shares whose shares of Company Common Stock were converted into the right to receive shares of Acquiror Common Stock pursuant to Section 2.1 shall automatically upon the Effective Time (orthis certificate, at any later time at which such Book-Entry Shares shall be so converted) be entitled to receive, and Acquiror shall cause the Exchange Agent to pay and deliver as promptly as practicable after the Effective Time, the Merger Consideration that such holder is entitled to receive pursuant to Article IIor its predecessor in interest, and the Book Entry Shares issuer corporation, such securities may not be sold or transferred unless there is an effective registration statement under said Act covering such securities or such sale or transfer is exempt from the registration and prospectus delivery requirements of such holder shall forthwith be cancelledsaid Act."

Exchange of Certificates. Prior to the Effective Time, HoldingCo shall deposit with American Stock Transfer (athe "Exchange Agent") As soon as reasonably practicable certificates representing HoldingCo Common Stock. Promptly after the Effective Time, HoldingCo shall cause the Exchange Agent shall to mail to each holder of record the shareholders of a Certificate the Company immediately prior to the Effective Time whose shares of Company Common Stock were converted into the right to receive shares of Acquiror Common Stock pursuant to Section 2.1 Time: (i) a customary form of letter of transmittal and (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agentii) containing instructions for use in effecting the surrender of the Certificates Company Common Stock certificates in exchange for HoldingCo Common Stock certificates. From and after the Merger Consideration. Upon proper Effective Time, each shareholder of the Company immediately prior to the Effective Time shall surrender the certificate or certificates representing the Shares of a Certificate for exchange Company Common Stock owned by such person, duly endorsed as the Exchange Agent may require, together with the transmittal materials properly and cancellation duly executed, to the Exchange Agent, together with and shall promptly receive in exchange therefore a letter certificate representing an equal number of transmittalshares of HoldingCo Common Stock. The Company Common Stock certificates so surrendered shall forthwith be canceled. HoldingCo shall not be obligated to deliver the certificates representing HoldingCo Common Stock to any shareholder of the Company immediately prior to the Effective Time until such shareholder has surrender its certificate or certificates representing Shares of Company Common Stock for exchange, duly completed and validly executed as provided herein. Until surrendered for exchange in accordance with the instructions theretothis Agreement, and such other documents as may be required pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration that such holder has the right to receive in respect of the each certificate representing shares of Company Common Stock formerly represented by such Certificateshall, from and such Certificate so surrendered shall forthwith be cancelled. No interest will be paid or accrued after the Effective Time, represent for the benefit of holders of the Certificates on the Merger Consideration payable upon the surrender of the Certificates. Notwithstanding anything to the contrary contained in this Agreement, no holder of Book-Entry Shares shall be required to deliver a Certificate or an executed letter of transmittal to the Exchange Agent in order to receive the Merger Consideration that such holder is entitled to receive pursuant to Article II. In lieu thereof, each holder of record of Book-Entry Shares whose shares of Company Common Stock were converted into all purposes only the right to receive an equal number of shares of Acquiror HoldingCo Common Stock pursuant to Section 2.1 shall automatically upon Stock. Whenever a dividend or other distribution is declared by the Effective Time (orCompany, the record date for which is at any later time at which such Book-Entry Shares shall be so converted) be entitled to receive, and Acquiror shall cause the Exchange Agent to pay and deliver as promptly as practicable or after the Effective Time, the Merger Consideration that declaration shall include dividends or other distributions on all shares issuable pursuant to this Agreement, but no dividend or other distribution payable to the holders of record of Company Common Stock at or subsequent to the Effective Time shall be delivered to the holder of any certificate representing Shares of Company Common Stock issued and outstanding immediately prior to the Effective Time until such holder is entitled to receive pursuant to Article IIphysically surrenders such certificate for exchange as provided in this Agreement, and the Book Entry Shares of promptly after which time all such holder dividends or distributions shall forthwith be cancelledpaid (without any interest thereon).

Exchange of Certificates. Prior to the Effective Time, Purchaser shall designate a bank or trust company, reasonably satisfactory to the Company, to act as agent (athe "PAYING AGENT") for the holders of Shares to receive the funds and certificates necessary to effect the exchange for the Merger Consideration of certificates which, immediately prior to the Effective Time, represented Shares entitled to payment pursuant to Section 2.5(a), 2.5(b) or 2.5(c). As soon as reasonably practicable after the Effective Time, the Exchange Surviving Corporation shall cause the Paying Agent shall to mail to each holder of record of a Certificate immediately prior to transmittal form (the Effective Time whose shares of Company Common Stock were converted into the right to receive shares of Acquiror Common Stock pursuant to Section 2.1 a customary form of letter of transmittal "LETTER OF TRANSMITTAL") (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates certificates theretofore representing such Shares shall pass, only upon proper delivery to the Paying Agent) to each holder of record of certificates theretofore representing such Shares advising such holder of the Certificates procedure for surrendering to the Exchange Agent) containing instructions Paying Agent such certificates for use payment of the Merger Consideration in effecting respect thereof. If any certificate of Parent Stock is to be issued in the name of, or if cash is to be remitted to, a person other than the person in whose name the certificates for Shares surrendered for exchange are registered on the books of the Company, it shall be a condition of the exchange that the certificate so surrendered shall be properly endorsed and the person requesting such exchange shall pay to the Paying Agent all transfer or other taxes required by reason of the issuance of such check in the name of a person other than the registered owner of the certificates surrendered, or shall establish to the satisfaction of the Paying Agent that such taxes have been paid or are not applicable. Notwithstanding the foregoing, neither the Paying Agent nor any party hereto shall be liable to a holder of certificates theretofore representing Shares for any amount paid to a public official pursuant to any applicable abandoned property, escheat or similar laws. Upon the surrender of the Certificates in and exchange for the Merger Consideration. Upon proper surrender of a Certificate for exchange and cancellation to the Exchange Agentcertificate theretofore representing Shares, together with a letter such Letter of transmittal, Transmittal duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate for the Merger Consideration that such holder has the right to receive in respect number of the full shares of Company Common Parent Stock formerly represented by and the amount of cash, if any, without interest thereon, to which he or she is entitled hereunder, less only such Certificateamount required to be withheld under applicable backup withholding federal income tax regulations, and such Certificate so surrendered certificate shall forthwith be cancelled. No interest will be paid or accrued for Until so surrendered and exchanged, each such certificate shall represent solely the benefit of holders of the Certificates on the Merger Consideration payable upon the surrender of the Certificates. Notwithstanding anything to the contrary contained in this Agreement, no holder of Book-Entry Shares shall be required to deliver a Certificate or an executed letter of transmittal to the Exchange Agent in order right to receive the Merger Consideration that into which the Shares it theretofore represented shall have been converted pursuant to Sections 2.5(a), 2.5(b) or 2.5(c), without interest, and the Surviving Corporation shall not be required to pay the holder thereof the Merger Consideration to which such holder is entitled otherwise would be entitled; provided that customary and appropriate certifications and indemnities allowing for payment against lost or destroyed certificates shall be permitted. If any certificates representing any Shares shall not have been surrendered prior to receive pursuant to Article II. In lieu thereof, each holder of record of Book-Entry Shares whose shares of Company Common Stock were converted into the right to receive shares of Acquiror Common Stock pursuant to Section 2.1 shall automatically upon five years after the Effective Time (or, at or immediately prior to such earlier date on which any later time at which such Book-Entry Shares shall be so converted) be entitled payment in respect thereof would otherwise escheat to receive, and Acquiror shall cause or become the Exchange Agent to pay and deliver as promptly as practicable after the Effective Timeproperty of any governmental unit or agency), the Merger Consideration that such holder is entitled to receive pursuant to Article II, and the Book Entry Shares payment in respect of such holder shall forthwith be cancelledcertificates shall, to the extent permitted by applicable law, become the property of the Surviving Corporation, free and clear of all claims or interest of any person previously entitled thereto.

Exchange of Certificates. (a) As soon as reasonably practicable after At the Effective TimeClosing, the Exchange Agent Shareholders and the Company shall mail deliver to the Parent stock certificates evidencing all the Company Common Stock, each holder in form suitable for transfer, endorsed in blank or with executed blank stock transfer powers, along with stock book, stock transfer ledger, minute book and any corporate seal of record the Company. Upon the surrender and exchange of a Certificate immediately prior certificate theretofore representing shares of Company Common Stock, each Shareholder shall be issued a certificate representing the number of shares of Parent Class A Common Stock to which such person is entitled pursuant to Section 1.5(a), and each such certificate shall bear a legend stating that the Effective Time whose shares represented by such certificate are subject to recalculation pursuant to this Agreement, and the certificate theretofore representing shares of Company Common Stock were converted into the right to receive shares of Acquiror Common Stock pursuant to Section 2.1 a customary form of letter of transmittal (which shall specify that delivery shall forthwith be effectedcanceled. Until so surrendered and exchanged, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent) containing instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon proper surrender of a Certificate for exchange and cancellation to the Exchange Agent, together with a letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration that such holder has the right to receive in respect of the each certificate theretofore representing shares of Company Common Stock formerly represented by such Certificate, and such Certificate so surrendered shall forthwith be cancelled. No interest will be paid or accrued for the benefit of holders of the Certificates on the Merger Consideration payable upon the surrender of the Certificates. Notwithstanding anything to the contrary contained in this Agreement, no holder of Book-Entry Shares shall be required to deliver a Certificate or an executed letter of transmittal to the Exchange Agent in order to receive the Merger Consideration that such holder is entitled to receive pursuant to Article II. In lieu thereof, each holder of record of Book-Entry Shares whose shares of Company Common Stock were converted into represent solely the right to receive shares of Acquiror the Parent Class A Common Stock into which the shares it theretofore represented shall have been converted and the pro-rata portion of the $1,000,000 to be paid pursuant to Section 2.1 shall automatically upon the Effective Time (or, at any later time at which such Book-Entry Shares shall be so converted) be entitled to receive, and Acquiror shall cause the Exchange Agent to pay and deliver as promptly as practicable after the Effective Time, the Merger Consideration that such holder is entitled to receive pursuant to Article II1.5(a), and the Book Entry Shares Surviving Corporation shall not be required to pay the Shareholder thereof the Parent Class A Common Stock to which such Shareholder otherwise would be entitled; provided that procedures allowing for payment against lost or destroyed certificates against receipt of customary and appropriate certifications and indemnities shall be provided. Each Shareholder shall be issued new Parent Class A Common Stock certificates within five (5) business days following the Recalculation Date, evidencing the adjustment, if any, made pursuant to Section 1.5(f) and such certificates will not bear the legend regarding recalculation. All certificates of Parent Class A Common Stock issued pursuant hereto, issued prior to their registration pursuant to Section 1.5(e) above, shall bear the following legend: "The securities evidenced by this certificate have not been registered under the Securities Act of 1933, as amended, and have been taken for investment purposes only and not with a view to the distribution thereof, and, except as stated in an agreement between the holder shall forthwith of this certificate, or its predecessor in interest, and the issuer corporation, such securities may not be cancelledsold or transferred unless there is an effective registration statement under said Act covering such securities or such sale or transfer is exempt from the registration and prospectus delivery requirements of said Act."

Exchange of Certificates. (a) As soon Prior to the Effective Time, Acquiror shall designate a bank or trust company (the "Exchange Agent") to act as reasonably practicable exchange agent in effecting the exchange of the Merger Consideration for certificates representing shares of Company Common Stock entitled to payment pursuant to section 2.01 (the "Certificates"). Immediately prior to the Effective Time, Acquiror shall deposit with the Exchange Agent an amount equal to the aggregate Merger Consideration (assuming there are no Dissenting Shares). The deposit will consist of cash sufficient in the aggregate for the Exchange Agent to make full payment of the Merger Consideration to the holders of all of the outstanding shares of Company Common Stock. The Exchange Agent shall hold such sums in escrow for the purposes set forth in section 2.01(b). (b) Promptly after the Effective Time, the Exchange Agent shall mail to each record holder of record Certificates a letter of a Certificate immediately transmittal and instructions for use in surrendering Certificates and receiving the applicable Merger Consideration therefor. The form of the transmittal letter shall have been prepared by Acquiror, subject to the approval of the Company, prior to the Effective Time whose shares Time. Upon the surrender of Company Common Stock were converted into the right to receive shares of Acquiror Common Stock pursuant to Section 2.1 a customary form of each Certificate, together with such letter of transmittal (which shall specify that delivery shall be effected, duly executed and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent) containing instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon proper surrender of a Certificate for exchange and cancellation to the Exchange Agent, together with a letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor an amount equal to the applicable Merger Consideration that such holder has multiplied by the right to receive in respect number of the shares of Company Common Stock formerly represented by such Certificate, and such Certificate shall be canceled. Until so surrendered and exchanged, each such Certificate shall forthwith be cancelledrepresent solely the right to receive an amount equal to the Merger Consideration multiplied by the number of shares of Company Common Stock represented by such Certificate. No interest will shall be paid or accrued for the benefit of holders of the Certificates on the Merger Consideration payable upon the surrender of the Certificates. Notwithstanding anything If any Merger Consideration is to be paid to a person other than the contrary contained person in this Agreementwhose name the Certificate surrendered in exchange therefor is registered, no holder of Book-Entry Shares it shall be required a condition to deliver a Certificate or an executed letter of transmittal such exchange that the person requesting such exchange shall pay to the Exchange Agent in order to receive any transfer or other similar taxes required by reason of the payment of such Merger Consideration to a person other than the registered holder of the Certificate surrendered, or such person shall establish to the satisfaction of the Exchange Agent that such holder tax has been paid or is entitled not applicable. Notwithstanding the foregoing, neither the Exchange Agent nor any party hereto shall be liable to receive pursuant to Article II. In lieu thereof, each a holder of record of Book-Entry Shares whose shares of Company Common Stock were converted into the right for any Merger Consideration delivered to receive shares of Acquiror Common Stock a public official pursuant to Section 2.1 shall automatically upon applicable abandoned property, escheat and similar laws. (c) Promptly following the Effective Time (or, at any later time at date which such Book-Entry Shares shall be so converted) be entitled to receive, and Acquiror shall cause the Exchange Agent to pay and deliver as promptly as practicable is 180 days after the Effective Time, the Exchange Agent's duties shall terminate and any portion of the fund not disbursed pursuant to section 2.01(b) shall be released to the Surviving Corporation. Thereafter, each holder of a Certificate may surrender Certificates to the Surviving Corporation and (subject to applicable abandoned property, escheat and similar laws) receive in exchange therefor an amount equal to the Merger Consideration that multiplied by the number of shares of Company Common Stock represented by such holder is entitled Certificate, without any interest thereon, but shall have no greater rights against the Surviving Corporation than may be accorded to receive pursuant general creditors of the Surviving Corporation. 3 7 (d) After the Effective Time there shall be no transfers on the stock transfer books of the Surviving Corporation of any shares of Company Common Stock. If, after the Effective Time, Certificates are presented to the Surviving Corporation or the Exchange Agent, they shall be canceled and exchanged for the Merger Consideration, as provided in this Article II, and subject to applicable law in the Book Entry Shares case of such holder shall forthwith be cancelled.Dissenting Shares. 2.04

Exchange of Certificates. (a) As soon promptly as reasonably practicable after the Effective Time, but in no event later than five (5) Business Days thereafter, CCBI shall cause the Exchange Agent shall to mail to each holder of record of a Certificate one or more Old Certificates representing shares of Company Common Stock immediately prior to the Effective Time whose shares of Company Common Stock were that have been converted at the Effective Time into the right to receive shares of Acquiror Common Stock pursuant to Section 2.1 the Merger Consideration and that has not theretofore submitted such holder’s Old Certificates, a customary form of letter of transmittal (“Letter of Transmittal”) which shall specify that delivery shall be effected, and risk of loss and title to the Old Certificates shall pass, only upon proper delivery of the Old Certificates to the Exchange Agent) containing Agent and instructions for use in effecting the surrender of the Old Certificates in exchange for the Merger ConsiderationStock Consideration and the Cash Consideration which such holder shall have become entitled to receive in accordance with, and subject to, Section 1.4(c)(i), and any cash in lieu of fractional shares which the shares of Company Common Stock represented by such Old Certificate or Old Certificates shall have been converted into the right to receive pursuant to this Agreement as well as any dividends or distributions to be paid pursuant to Section 1.6(b). Upon A Letter of Transmittal shall be deemed properly completed with respect to a holder of Company Common Stock only if accompanied by one or more Old Certificates (or customary affidavits and indemnification regarding a loss or destruction of such Old Certificates or the guaranteed delivery of such Old Certificates) representing all shares of Company Common Stock covered by such Letter of Transmittal. From and after the Effective Time, upon proper surrender of a an Old Certificate or Old Certificates for exchange and cancellation to the Exchange Agent, together with a letter such properly completed Letter of transmittal, Transmittal duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructionsexecuted, the holder of such Old Certificate or Old Certificates shall be entitled to receive in exchange therefor (i) a New Certificate representing the Merger Stock Consideration that to which such holder of Company Common Stock shall have become entitled to receive in accordance with, and subject to, Section 1.4(c)(i) and, as applicable, (ii) a check representing the amount of (A) the Cash Consideration which such holder has the right to receive in respect of the shares of Company Common Stock formerly represented by such Certificatesurrendered Old Certificate or Old Certificates in accordance with, and subject to, Section 1.4(c)(i), (B) any cash in lieu of fractional shares which such holder has the right to receive in respect of the surrendered Old Certificate or Old Certificates pursuant to Section 1.4(c)(iii) and (C) any dividends or distributions which the holder thereof has the right to receive pursuant to Section 1.6(b), and the Old Certificate or Old Certificates so surrendered shall forthwith be cancelled. No interest will be paid or accrued for on the benefit Cash Consideration or any cash in lieu of fractional shares payable to holders of the Certificates on the Merger Consideration payable upon the surrender of the Old Certificates. Notwithstanding anything Subject to the contrary contained in terms of this AgreementAgreement and the Letter of Transmittal, no holder of Book-Entry Shares shall be required to deliver a Certificate or an executed letter of transmittal to the Exchange Agent in order shall have discretion to receive the Merger Consideration that such holder is entitled to receive pursuant to Article IIdetermine whether any Letter of Transmittal has been properly completed and any Old Certificates properly surrendered or exchanged hereunder. In lieu thereofUntil surrendered as contemplated by this Section 1.6, each holder of record of Book-Entry Shares whose shares of Company Common Stock were converted into Old Certificate shall be deemed at any time after the Effective Time to represent only the right to receive shares of Acquiror Common Stock pursuant to Section 2.1 shall automatically upon the Effective Time (or, at any later time at which such Book-Entry Shares shall be so converted) be entitled to receive, and Acquiror shall cause the Exchange Agent to pay and deliver as promptly as practicable after the Effective Timeupon surrender, the Merger Consideration that such holder is entitled to receive pursuant to Article II, and the Book Entry Shares any cash in lieu of such holder shall forthwith be cancelledfractional shares or in respect of dividends or distributions as contemplated by this Agreement.

Exchange of Certificates. (a) As soon as reasonably practicable after After the Effective Time, a disbursing agent mutually acceptable to Capital and NCC (which may not be Capital or NCC or a subsidiary of Capital or NCC) shall act as disbursing agent (the Exchange Agent shall mail to each holder "Disbursing Agent") in effecting the exchange of record of a Certificate Capital Common Stock for certificates which, immediately prior to the Effective Time whose Time, represented shares of Company NCC Common Stock were converted into the right to receive shares of Acquiror Common Stock pursuant to Section 2.1 a customary form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent) containing instructions for use in effecting the surrender of the Certificates in exchange for the Merger ConsiderationStock. Upon proper surrender of a Certificate for exchange and cancellation to the Exchange Agent, together with a letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration that such holder has the right to receive in respect of the shares of Company Common Stock formerly represented by such Certificate, and such Certificate so surrendered shall forthwith be cancelled. No interest will be paid or accrued for the benefit of holders of the Certificates on the Merger Consideration payable upon the surrender of the Certificates. Notwithstanding anything to the contrary contained in this Agreement, no holder of Book-Entry Shares shall be required to deliver a Certificate or an executed letter of transmittal to the Exchange Agent in order to receive the Merger Consideration that such holder is entitled to receive pursuant to Article II. In lieu thereof, each holder of record of Book-Entry Shares whose shares of Company Common Stock were converted into the right to receive shares of Acquiror Common Stock pursuant to Section 2.1 shall automatically upon the Effective Time (or, at any later time at which such Book-Entry Shares shall be so converted) be entitled to receive, and Acquiror shall cause the Exchange Agent to pay and deliver as promptly As soon as practicable after the Effective Time, the Disbursing Agent shall mail a transmittal form to each holder of certificates theretofore representing such shares advising such holder of the procedure for surrendering such certificates to the Disbursing Agent. If a certificate for Capital Common Stock issued pursuant to Section 1.6(a) is to be issued in the name of a person other than the person in whose name the certificates for shares surrendered for exchange are registered, it shall be a condition of the exchange that the person requesting such exchange shall pay to the Disbursing Agent any transfer or other taxes required by reason of the issuance of such certificate in the name of a person other than the registered owner of the certificates surrendered, or shall establish to the satisfaction of the Disbursing Agent that such tax has been paid or is not applicable. Notwithstanding the foregoing, neither the Disbursing Agent nor any party hereto shall be liable to a holder of certificates theretofore representing shares of NCC Common Stock for any amount paid to a public official pursuant to any applicable abandoned property, escheat or similar law. Upon the surrender and exchange of a certificate theretofore representing shares of NCC Common Stock, the holder shall be issued the Merger Consideration that to which such holder person is entitled pursuant to Section 1.6(a) (subject to the escrow arrangement to be established pursuant to Section 8.3) and the certificate theretofore representing shares of NCC Common Stock shall forthwith be canceled. Until so surrendered and exchanged, each Certificate theretofore representing shares of NCC Common Stock shall represent solely the right to receive the Merger Consideration into which the shares it theretofore represented shall have been converted pursuant to Article IISection 1.5(a), and the Book Entry Shares of Surviving Corporation shall not be required to pay the holder thereof the Merger Consideration to which such holder otherwise would be entitled; provided that procedures allowing for payment against lost or destroyed certificates against receipt of customary and appropriate certifications and indemnities shall forthwith be cancelledprovided.

Exchange of Certificates. (a) As soon At least five Business Days prior to the Effective Time, Merger Company shall designate the Company's registrar and transfer agent, or such other bank or trust company as is reasonably practicable after satisfactory to the Company, to act as exchange agent for the holders of Common Shares and Class TM Shares (collectively, the "Shares") in connection with the Merger, pursuant to an agreement providing for the matters set forth in this Section 2.2 and such other matters as may be appropriate and the terms of which are reasonably satisfactory to the Company (the "Exchange Agent"), for the payment of the applicable Merger Consideration. Immediately prior to the Effective Time, Finance Company and the Company will cause to be deposited in trust with the Exchange Agent for the benefit of holders of the Shares, as applicable, (i) the amount of cash, (ii) certificates representing the number of whole shares of Surviving Corporation Preferred Stock, (iii) certificates representing the number of whole shares of Surviving Corporation Junior Preferred Stock and (iv) certificates representing the number of whole shares of Surviving Corporation Common Stock necessary to complete the transactions contemplated by this Section 2.2 on a timely basis (the "Exchange Fund"). At the Effective Time, the Surviving Corporation will instruct the Exchange Agent shall to promptly, and in any event not later than three Business Days following the Effective Time, mail (and to make available for collection by hand) to each holder of record of a Certificate immediately prior to Common Stock Certificates or Class TM Certificates (collectively, the Effective Time "Certificates"), whose shares of Company Common Stock were converted pursuant to Section 2.1 into the right to receive shares of Acquiror Common Stock pursuant to Section 2.1 the applicable Merger Consideration (i) a customary form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the such Certificates shall pass, only upon delivery of the such Certificates to the Exchange AgentAgent and shall be in such form and have such other provisions as Merger Company and the Company may reasonably specify) containing and (ii) instructions for use in effecting the surrender of the Certificates in exchange for payment of the applicable Merger ConsiderationConsideration (which shall provide that, at the election of the surrendering holder, Certificates may be surrendered, and the applicable Merger Consideration therefor collected, by hand delivery). At least two Business Days prior to the Effective Time, Merger Company will cause the Exchange Agent to make available for collection by hand at its offices in New York, New York, the letter of transmittal and instructions referred to in the immediately preceding sentence. Upon proper surrender of a Certificate for exchange and cancellation to the Exchange AgentAgent or to such other agent or agents as may be appointed by the Company, together with a such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructionsexecuted, the holder of such Certificate shall be entitled to receive in exchange therefor the applicable Merger Consideration that such holder has the right to receive in respect of the shares for each share of Company Common Stock or Class TM Preferred Stock, as the case may be, formerly represented by such Certificate, to be mailed within three Business Days of receipt thereof (and such made available for collection by hand immediately following the Effective Time if the completed letter of transmittal is received at least one Business Day prior to the Effective Time), and the Certificate so surrendered shall forthwith be cancelled. No interest will If payment of the applicable Merger Consideration is to be made to a person or stock certificates are to be issued to a person other than the person in whose name the surrendered Certificate is registered, it shall be a condition of payment or issuance that the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and that the person requesting such payment shall have paid any transfer and other taxes required by reason of the payment of the applicable Merger Consideration to a person other than the registered holder of the Certificate surrendered or shall have established to the satisfaction of the Surviving Corporation that such tax either has been paid or accrued for is not applicable. In the benefit event of holders a transfer of ownership of Company Common Stock which is not registered in the transfer records of the Certificates on Company, the applicable Merger Consideration payable upon and a check in the surrender proper amount of cash in lieu of any fractional shares of Surviving Corporation Preferred Stock pursuant to Section 2.2(d) and any dividends or other distributions to which such holder is entitled, may be issued with respect to such Company Common Stock to such a transferee if the Certificates. Notwithstanding anything to the contrary contained in this Agreement, no holder of Book-Entry Shares shall be required to deliver a Certificate or an executed letter of transmittal Certificates representing such Company Common Stock are presented to the Exchange Agent in order to receive the Merger Consideration that such holder is entitled to receive pursuant to Article II. In lieu thereof(or if lost, each holder of record of Book-Entry Shares whose shares of Company Common Stock were converted into the right to receive shares of Acquiror Common Stock pursuant to Section 2.1 shall automatically upon the Effective Time (or, at any later time at which such Book-Entry Shares shall be so converted) be entitled to receive, and Acquiror shall cause the Exchange Agent to pay and deliver as promptly as practicable after the Effective Timestolen or destroyed, the Merger Consideration procedures set forth in Section 2.2(e) are complied with), accompanied by all documents required to evidence and effect such transfer and to evidence that such holder is entitled to receive pursuant to Article II, and the Book Entry Shares of such holder shall forthwith be cancelledany applicable stock transfer taxes have been paid.

Exchange of Certificates. (a) As soon as reasonably practicable after At the Effective Time, the Exchange Agent all Company Shares converted into Egghead Common Shares pursuant to Section 4.1 shall mail cease to be outstanding, shall be canceled and retired and shall cease to exist, and each holder of record Company Shares shall thereafter cease to have any rights as a Shareholder with respect to such Company Shares, except the right to receive in exchange therefor at the Closing, upon surrender at the Closing of a Certificate one or more certificates that immediately prior to the Effective Time whose represented issued and outstanding Company Shares ("Certificates") in accordance with this Section 4.2, and subject to the pledge by the Shareholders of the Holdback Shares as provided above and in Section 10.6, a certificate evidencing a number of whole Egghead Common Shares equal to the number of shares of Company Common Stock were converted into or Company Preferred Stock, as the case may be, represented by such surrendered Certificate multiplied by the Common Exchange Ratio or the Preferred Exchange Ratio, as the case may be, less the Common Holdback Shares or Preferred Holdback Shares, as the case may be, and cash in lieu of fractional Egghead Common Shares as contemplated by Section 4.3. The Certificates so surrendered shall forthwith be canceled. Certificates representing the Common Holdback Shares or Preferred Holdback Shares, as the case may be, shall be retained by Egghead in accordance with Section 10.6 of this Agreement. The Egghead Common Shares that each Shareholder shall be entitled to receive pursuant to the Merger shall be deemed to have been issued at the Effective Time. Until surrendered, each outstanding Certificate shall, upon and after the Effective Time, be deemed for all purposes (other than to the extent provided in the following two sentences) to evidence only the right to receive shares of Acquiror Common Stock pursuant to Section 2.1 a customary form of letter of transmittal (which shall specify that delivery shall be effectedreceive, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent) containing instructions for use in effecting the surrender of the Certificates in exchange for Certificate, the Merger Consideration. Upon proper surrender number of a Certificate for exchange and cancellation to the Exchange Agent, together with a letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, Egghead Common Shares which the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration that such holder has the right to receive in respect of the shares of Company Common Stock formerly represented by such Certificate, and such Certificate so surrendered shall forthwith be cancelled. No interest will be paid or accrued for the benefit of holders of the Certificates on the Merger Consideration payable upon the surrender of the Certificates. Notwithstanding anything to the contrary contained in this Agreement, no holder of Book-Entry Shares shall be required to deliver a Certificate or an executed letter of transmittal to the Exchange Agent in order to receive the Merger Consideration that such holder is then entitled to receive pursuant to Article IIthe terms of this Agreement. In lieu thereofUnless and until such outstanding Certificates are so surrendered, each holder the holders thereof shall not be entitled to receive any dividends or distributions of any kind payable to the holders of record of Book-Entry Shares whose shares Egghead Common Shares. Upon the surrender of Company Common Stock were converted into the right to receive shares of Acquiror Common Stock pursuant to Section 2.1 shall automatically upon the Effective Time (orany such Certificate, at any later time at which such Book-Entry Shares however, there shall be so converted) be entitled paid to receivethe record holder of the certificate issued in exchange therefor the aggregate amount of dividends and distributions (without interest), and Acquiror shall cause if any, which theretofore became payable in respect of the Exchange Agent Egghead Common Shares to pay and deliver as promptly as practicable after the Effective Time, the Merger Consideration that which such holder is entitled to receive pursuant to Article IIunder Section 4.1, and the Book Entry Shares of such holder surrendered Certificate shall forthwith be cancelledduly canceled.

Exchange of Certificates. (a) As soon of the Effective Time, a bank or trust company to be designated by the Parent or the New Parent prior to the record date for the Special Meeting and consented to by the Company (such consent not to be unreasonably withheld or delayed) (the "Exchange Agent") shall act as reasonably practicable exchange agent in effecting the exchange, for the Company Merger Consideration, of certificates (the "Certificates") that, prior to the Effective Time, represented Company Shares entitled to exchange pursuant to Section 2.1(a)(i). The New Parent shall deposit with the Exchange Agent in trust for the benefit of the holders of Certificates formerly representing Company Shares, cash together with certificates for such number of shares of New Parent Common Stock into which the Company Shares are converted pursuant to Section 2.1(a)(i)(together with any dividends or distributions with respect thereto with a record date after the Effective Time, the "Exchange Agent Fund"). Promptly after the Effective Time (but in any event within three business days thereof), the New Parent shall mail cause to be mailed to each record holder of record of a Certificate Certificates that immediately prior to the Effective Time whose shares of represented Company Common Shares (and which shall not previously have been surrendered in connection with a Stock were converted into the right to receive shares of Acquiror Common Stock pursuant to Section 2.1 Election) a customary form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent) containing instructions for use in effecting surrendering such Certificates and receiving the Company Merger Consideration therefor. Subject to any applicable withholding tax requirements, upon the surrender of the Certificates in exchange for the Merger Consideration. Upon proper surrender of a each such Certificate for exchange and cancellation to the Exchange Agent, together with a duly completed and executed letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant Exchange Agent shall (x) pay to such instructions, the holder of such Certificate shall be entitled formerly representing Company Shares cash equal to receive in exchange therefor the amount of cash due such holder after giving effect to any Stock Election made by such holder and (y) issue to the holder of such Certificate a certificate for that number of shares of the New Parent Common Stock equal to the number of shares of New Parent Common Stock due under the Company Merger Consideration that such holder has the right to receive in respect of the shares of Company Common Stock formerly represented elected by such Certificateholder, and such Certificate so surrendered shall forthwith be cancelled. No interest will Only certificates for whole shares of New Parent Common Stock shall be issued, with cash paid in lieu of fractional shares as provided in Section 2.4(b) below. Until so surrendered and exchanged, each such Certificate (other than Certificates representing Company Shares held by New Parent or accrued for the benefit of holders of Company or Dissenting Shares) shall represent solely the Certificates on right to receive the Company Merger Consideration payable upon therefor. If any certificates for New Parent Common Stock are to be issued to a person other than the surrender of holder in whose name the Certificates. Notwithstanding anything to the contrary contained Certificate formerly representing Company Shares surrendered in this Agreementexchange therefor is registered, no holder of Book-Entry Shares it shall be required a condition to deliver a Certificate or an executed letter of transmittal such issuance that the person requesting such issuance shall pay to the Exchange Agent in order any transfer or other taxes required by reason of the issuance of such certificates for New Parent Common Stock to receive a person other than the Merger Consideration that such holder is entitled to receive pursuant to Article II. In lieu thereof, each registered holder of record the Certificate surrendered, or such person shall establish to the satisfaction of Book-Entry Shares whose shares of Company Common Stock were converted into the right to receive shares of Acquiror Common Stock pursuant to Section 2.1 shall automatically upon the Effective Time (or, at any later time at which such Book-Entry Shares shall be so converted) be entitled to receive, and Acquiror shall cause the Exchange Agent that such tax has been paid or is not applicable. Notwithstanding the foregoing, neither the Exchange Agent nor any party hereto shall be liable to pay a holder of Company Shares for any Company Merger Consideration delivered to a public official pursuant to applicable abandoned property, escheat and deliver as similar laws. (b) No fractional shares of New Parent Common Stock shall be issued upon the surrender for exchange of Certificates, no dividend or distribution of the New Parent shall relate to such fractional share interests and such fractional share interests will not entitle the owner thereof to vote or to any rights of a stockholder of the New Parent. As promptly as practicable after following the Effective Time, the Merger Consideration that New Parent 6 12 shall pay to each record holder of Company Shares an amount in cash, if any, equal to the product obtained by multiplying (i) the fractional share interest to which such holder is (after taking into account all Company Shares held at the Effective Time by such holder) would otherwise be entitled to receive pursuant to Article II, and the Book Entry Shares of such holder shall forthwith be cancelled.by (ii)

Exchange of Certificates. (a) As soon as reasonably practicable after On or before the Effective TimeTime of the Merger, the Exchange Agent Parent shall mail to each holder of record of a Certificate certificate or certificates that immediately prior to the Effective Time whose of the Merger represented outstanding shares of Company Home Account Common Stock were converted into (the right to receive "Common Certificates") or outstanding shares of Acquiror Common Home Account Preferred Stock pursuant to Section 2.1 (the "Preferred Certificates"), other than Parent, Home Account and any wholly owned subsidiary of Home Account or Parent, (i) a customary form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to Parent and shall be in a form and have such other provisions as Parent may reasonably specify), (ii) to holders of Preferred Certificates only, a stock power to be executed by such holder to provide for the Exchange Agentdeposit into and payment out of escrow in accordance with the Indemnity Escrow Agreement, the Merger Consideration Escrow Agreement and Section 2.7 of this Agreement and (iii) containing instructions for use in effecting the surrender of (A) the Common Certificates in exchange for the Common Cash Consideration and (B) the Preferred Certificates in exchange for the right to receive Merger ConsiderationConsideration in accordance with the terms of the Merger Consideration Escrow Agreement. Upon proper surrender of a Common Certificate for exchange and cancellation to Parent or to such other agent or agents as may be appointed by the Exchange AgentSurviving Corporation, together with a such letter of transmittal, duly completed and validly executed in accordance with the instructions theretoexecuted, and such other documents as may reasonably be required pursuant to such instructionsby Parent, (i) the holder of such Common Certificate shall be entitled receive from Parent, as soon as reasonably practicable, the Common Cash Consideration payable with respect to receive in exchange therefor the Merger Consideration that such holder has the right to receive in respect number of the shares of Company Home Account Common Stock formerly represented by such Certificate, Common Certificate and such (ii) the Common Certificate so surrendered shall forthwith be cancelledcanceled. No interest will be paid or accrued for the benefit of holders of the Certificates on the Merger Consideration payable upon the Upon surrender of a Preferred Certificate to Parent or to such other agent or agents as may be appointed by the Certificates. Notwithstanding anything to Surviving Corporation, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by Parent, (i) the contrary contained in this Agreement, no holder of Book-Entry Shares such Preferred Certificate shall be required to deliver a Certificate or an executed letter of transmittal to the Exchange Agent in order to receive the Merger Consideration that such holder is entitled to receive pursuant to Article II. In lieu thereof, each holder of record of Book-Entry Shares whose shares of Company Common Stock were converted into have the right to receive Merger Consideration in accordance with the terms of the Merger Consideration Escrow Agreement, (ii) the Preferred Certificate so surrendered shall forthwith be canceled and (iii) the Stock Consideration and Requisite Cash Amount, if any, shall be deposited into escrow pursuant to the terms of the Merger Consideration Escrow Agreement and Section 2.7 of this Agreement. If any shares of Acquiror Parent Common Stock pursuant that a holder of a Preferred Certificate has a right to receive are to be issued to a Person other than the Person in whose name such Preferred Certificate so surrendered is registered, it shall be a condition of exchange that such Preferred Certificate shall be properly endorsed or otherwise in proper form for transfer and that the Person requesting such exchange shall pay any transfer or other taxes required by reason of the exchange to a Person other than the registered holder of such Preferred Certificate or establish to the reasonable satisfaction of Parent and the Surviving Corporation that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.1 2.6, each Certificate shall automatically upon be deemed as of the Effective Time (or, at any later time at which such Book-Entry Shares shall be so converted) be entitled of the Merger to represent only the right to receive, and Acquiror shall cause the Exchange Agent to pay and deliver as promptly as practicable after the Effective Time, the Merger Consideration that such holder is entitled to receive pursuant to Article II, and the Book Entry Shares upon surrender of such holder shall forthwith be cancelledCertificate in accordance with this Section 2.6((a)), Merger Consideration.

Exchange of Certificates. OFC shall take all steps necessary to cause the Exchange Agent, within five (a5) As soon as reasonably practicable business days after the Effective Time, the Exchange Agent shall to mail to each holder of record of a Certificate immediately prior or Certificates (other than those holders who submitted to the Effective Time whose shares of Company Common Stock were converted into the right to receive shares of Acquiror Common Stock Exchange Agent all Certificates held by such holder pursuant to Section 2.1 a customary properly completed Election Form, which was not revoked), a form of letter of transmittal (for return to the Exchange Agent and instructions for use in effecting the surrender of the Certificates for the Merger Consideration and cash in lieu of fractional shares, if any, into which the GCB Common Stock represented by such Certificates shall have been converted as a result of the Merger. The letter of transmittal shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent) containing instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon proper surrender of a Certificate for exchange and cancellation to the Exchange Agent, together with pursuant to a properly completed Election Form or letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructionsexecuted, the holder of such Certificate shall be entitled to receive in exchange therefor therefor, as applicable, (i) a certificate representing that number of shares of OFC Common Stock (if any) to which such former holder of GCB Common Stock shall have become entitled pursuant to the Merger Consideration provisions of Section 3.1 or 3.2 hereof, (ii) a check representing that amount of cash (if any) to which such former holder of GCB Common Stock shall have become entitled pursuant to the provisions of Section 3.1 or 3.2 hereof and (iii) a check representing the amount of cash (if any) payable in lieu of fractional shares of OFC Common Stock, which such former holder has the right to receive in respect of the shares Certificate surrendered pursuant to the provisions of Company Common Stock formerly represented by such CertificateSection 3.2, and such the Certificate so surrendered shall forthwith be cancelled. No interest will be paid or accrued for the benefit of holders of the Certificates on the Merger Consideration cash payable upon in lieu of fractional shares. Certificates surrendered for exchange by any person who is an "affiliate" of GCB for purposes of Rule 145(c) under the surrender of the Certificates. Notwithstanding anything to the contrary contained in this Agreement, no holder of Book-Entry Shares Securities Act shall not be required to deliver a Certificate or an executed letter of transmittal to the Exchange Agent in order to receive the Merger Consideration that such holder is entitled to receive pursuant to Article II. In lieu thereof, each holder of record of Book-Entry Shares whose exchanged for certificates representing shares of Company OFC Common Stock were converted into until OFC has received the right to receive shares of Acquiror Common Stock pursuant to Section 2.1 shall automatically upon the Effective Time (or, at any later time at which such Book-Entry Shares shall be so converted) be entitled to receive, and Acquiror shall cause the Exchange Agent to pay and deliver as promptly as practicable after the Effective Time, the Merger Consideration that such holder is entitled to receive pursuant to Article II, and the Book Entry Shares written agreement of such holder shall forthwith be cancelledperson contemplated by Section 8.4 hereof.

Exchange of Certificates. (a) As soon as reasonably practicable after No fractional shares of Parent Common Stock shall be issued in connection with the Effective TimeMerger, the Exchange Agent and no certificates for any such fractional shares shall mail to each be issued. In lieu of such fractional shares, any holder of record capital stock of the Company who would otherwise be entitled to receive a fraction of a Certificate immediately prior to the Effective Time whose shares share of Company Common Stock were converted into the right to receive shares of Acquiror Parent Common Stock pursuant to Section 2.1 a customary form 1.5 hereof (after aggregating all fractional shares of letter Parent Common Stock issuable to such holder pursuant to Section 1.5 hereof) shall, upon surrender of transmittal such holder's Company Stock Certificate(s), be paid in cash the dollar amount (which shall specify that delivery shall be effected, and risk of loss and title rounded to the Certificates shall passnearest whole cent), only upon delivery of without interest, determined by multiplying such fraction by $36.09375. (b) Parent and the Certificates to the Exchange Agent) containing instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon proper surrender of a Certificate for exchange and cancellation to the Exchange Agent, together with a letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, the holder of such Certificate Surviving Corporation shall be entitled to receive in exchange therefor the Merger Consideration that such deduct and withhold from any consideration payable or otherwise deliverable to any holder has the right to receive in respect or former holder of capital stock of the shares of Company Common Stock formerly represented by pursuant to this Agreement such Certificate, and such Certificate so surrendered shall forthwith be cancelled. No interest will be paid amounts as Parent or accrued for the benefit of holders of the Certificates on the Merger Consideration payable upon the surrender of the Certificates. Notwithstanding anything to the contrary contained in this Agreement, no holder of Book-Entry Shares shall Surviving Corporation may be required to deliver a Certificate deduct or an executed letter withhold therefrom under the Code or under any provision of transmittal state, local or foreign tax law. To the extent such amounts are so deducted or withheld, such amounts shall be treated for all purposes under this Agreement as having been paid to the Exchange Agent in order Person to receive whom such amounts would otherwise have been paid. (c) Neither Parent nor the Merger Consideration that such Surviving Corporation shall be liable to any holder is entitled or former holder of capital stock of the Company for any shares of Parent Common Stock (or dividends or distributions with respect thereto), or for any cash amounts, delivered to receive any public official pursuant to Article IIany applicable abandoned property, escheat or similar law. In lieu thereof, each holder of record of Book-Entry Shares whose (d) The shares of Company Parent Common Stock were converted into to be issued pursuant to this Agreement shall be characterized as "Restricted Securities" under the right to receive federal securities laws, and under such laws such shares may be resold without registration under the Securities Act of 1933, as amended (the "Securities Act"), only in certain limited sets of circumstances. Each certificate evidencing shares of Acquiror Parent Common Stock to be issued pursuant to Section 2.1 this Agreement shall automatically upon bear the Effective Time following legend (or, at together with any later time at which such Book-Entry Shares shall be so converted) be entitled to receive, and Acquiror shall cause the Exchange Agent to pay and deliver as promptly as practicable after the Effective Time, the Merger Consideration that such holder is entitled to receive pursuant to Article II, and the Book Entry Shares of such holder shall forthwith be cancelledlegend required by applicable state securities laws): "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. SUCH SHARES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT. COPIES OF THE AGREEMENT COVERING THE ISSUANCE OF THESE SHARES AND RESTRICTING THEIR TRANSFER MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE SECRETARY OF THE CORPORATION." 1.12

Exchange of Certificates. (a) As soon as reasonably practicable after Prior to the Effective Time, Kappa, Kappa, Inc. and Theta shall appoint a commercial bank or trust company to be mutually agreed upon to act as exchange agent (the "Exchange Agent shall mail to each holder Agent") for the purpose of record of a Certificate exchanging (i) certificates that immediately prior to the Effective Time whose evidenced shares of Company Theta Common Stock were converted into the right to receive ("Certificates") or (ii) uncertificated shares of Acquiror Theta Common Stock represented by book-entry ("Book-Entry Shares"), in each case, for the aggregate Merger Consideration issuable and payable with respect to such shares of Theta Common Stock pursuant to Section 2.1 a customary form an exchange agent agreement that is reasonably acceptable to Theta, Kappa and Kappa, Inc. Kappa, on behalf of letter of transmittal (which Kappa, Inc., shall specify that delivery deposit, or shall cause to be effecteddeposited, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent) containing instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon proper surrender of a Certificate for exchange and cancellation to the Exchange Agent, together with a letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration that such holder has the right to receive in respect of the shares of Company Common Stock formerly represented by such Certificate, and such Certificate so surrendered shall forthwith be cancelled. No interest will be paid or accrued for the benefit of holders of the Certificates on the Merger Consideration payable upon the surrender of the Certificates. Notwithstanding anything to the contrary contained in this Agreement, no holder of Book-Entry Shares shall be required to deliver a Certificate or an executed letter of transmittal to the Exchange Agent at or prior to the Effective Time, (x) evidence of deposit of Kappa Shares, that will be issued in order to receive the Merger Consideration that such holder is entitled to receive pursuant to Article II. In lieu thereof, each holder of record of Bookbook-Entry Shares whose shares of Company Common Stock were converted into the right to receive shares of Acquiror Common Stock entry form pursuant to Section 2.1 shall automatically upon the Effective Time (or, at any later time at which such Book-Entry Shares shall be so converted) be entitled to receive, and Acquiror shall cause the Exchange Agent to pay and deliver as promptly as practicable 3.1 immediately after the Effective Time, in the form of (A) a resolution of the Kappa Shareholders Meeting on the Share Issuance, (B) a resolution of the Kappa Board on the Share Issuance, (C) a draft confirmation by Kappa's auditor that adequate consideration for the Kappa Shares to be issued under the Share Issuance will be received as of the Effective Time and (D) a draft notification to the Finnish Trade Register cleared in advance with the Finnish Trade Register with respect to such Kappa Shares, and (y) Kappa, Inc. shall deposit, or shall cause to be deposited, with the Exchange Agent at or prior to the Effective Time, cash sufficient for the payment of cash in lieu of fractional Kappa Shares pursuant to Section 3.2(e). Immediately after the Effective Time, Kappa, on behalf of Kappa, Inc., shall deposit, or shall cause to be deposited, with the Exchange Agent, for the benefit of the holders of Theta Common Stock that have the right to receive the Merger Consideration that Consideration, all of such holder is entitled Kappa Shares referenced to receive in item (x) of the immediately preceding sentence. All such Kappa Shares and cash deposited with the Exchange Agent pursuant to Article II, and this Section 3.2(a) is hereinafter referred to as the Book Entry Shares of such holder shall forthwith be cancelled"Exchange Fund."

Exchange of Certificates. (a) As soon as reasonably practicable Within three business days after the Effective Time, Buyer shall take all steps necessary to cause the Exchange Agent shall to mail to each holder of record Record Holder of a Certificate immediately prior or Certificates, a form letter of transmittal for return to the Effective Time whose Exchange Agent and instructions for use in effecting the surrender of the Certificates for certificates representing the Buyer Common Stock and the cash in lieu of fractional shares of into which the Company Common Stock were represented by such Certificates shall have been converted into as a result of the right to receive shares of Acquiror Common Stock pursuant to Section 2.1 a customary Merger. The form of letter of transmittal (which shall be subject to the reasonable approval of the Company) shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent) containing instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon proper surrender of a Certificate for exchange and cancellation to the Exchange Agent, together with a such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructionsexecuted, the holder of such Certificate shall be entitled to receive in exchange therefor (x) a certificate for the Merger Consideration that number of whole shares of Buyer Common Stock to which such holder of the Company Common Stock shall have become entitled pursuant to the provisions of this Section 3.06 and (y) a check representing the amount of cash in lieu of the fractional shares, if any, which such holder has the right to receive in respect of Certificates surrendered pursuant to the shares provisions of Company Common Stock formerly represented by such Certificatethis Section 3.06, and such Certificate the Certificates so surrendered shall forthwith be cancelled. No interest In the event any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Certificate to be lost, stolen or destroyed and, if required by Xxxxx, the posting by such person of a bond in such amount as Buyer may direct as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent will be paid issue in exchange for such lost, stolen or accrued for the benefit of holders of the Certificates on destroyed Certificate the Merger Consideration payable upon the surrender deliverable in respect thereof. Certificates surrendered for exchange by any person who is an "affiliate" of the Certificates. Notwithstanding anything to Company for purposes of Rule 145(c) under the contrary contained in this AgreementSecurities Act of 1933, no holder of Book-Entry Shares as amended (the "SECURITIES ACT"), shall not be required to deliver a Certificate or an executed letter of transmittal to the Exchange Agent in order to receive the Merger Consideration that such holder is entitled to receive pursuant to Article II. In lieu thereof, each holder of record of Book-Entry Shares whose exchanged for certificates representing shares of Company Buyer Common Stock were converted into until Xxxxx has received the right to receive shares of Acquiror Common Stock pursuant to Section 2.1 shall automatically upon the Effective Time (or, at any later time at which such Book-Entry Shares shall be so converted) be entitled to receive, and Acquiror shall cause the Exchange Agent to pay and deliver as promptly as practicable after the Effective Time, the Merger Consideration that such holder is entitled to receive pursuant to Article II, and the Book Entry Shares written agreement of such holder shall forthwith be cancelledperson contemplated by Section 8.04 hereof.

Exchange of Certificates. (a) As soon Prior to the Effective Time, Parent shall appoint a bank or trust company to act as disbursing agent (the "Disbursing Agent") for the payment of Merger Consideration upon surrender of certificates representing the shares of Common Stock. Parent will enter into a disbursing agent agreement with the Disbursing Agent, in form and substance reasonably practicable acceptable to the Company, and at such times, and from time to time, as the Disbursing Agent requires funds to make the payments or the disbursements pursuant to Section 1.06, Parent shall deposit or cause to be deposited with the Disbursing Agent in trust for the benefit of the Company's shareholders cash in an aggregate amount necessary to make the cash payments pursuant to Section 1.06 and/or such number of shares of PMI Common Stock necessary to exchange the Common Stock of Holders for PMI Common Stock pursuant to Section 1.06 to holders of shares of Common Stock (such amounts being hereinafter referred to as the "Exchange Fund"). (b) Promptly after the Effective Time, the Exchange Surviving Corporation shall cause the Disbursing Agent shall to mail to each person who was a record holder as of record the Effective Time of a Certificate an outstanding certificate or certificates which immediately prior to the Effective Time represented shares of Common Stock (the "Certificates"), and whose shares of Company Common Stock were converted into the right to receive shares of Acquiror Common Stock Merger Consideration pursuant to Section 2.1 1.06, a customary form of letter of transmittal (which shall specify that delivery shall be effected, and risk 3 7 of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Disbursing Agent) containing and instructions for use in effecting the surrender of the Certificates in exchange for payment of the Merger Consideration, all in a form reasonably approved by the Company and Parent prior to the Effective Time. The letter will also provide information about the Holders' opportunity to elect Merger Consideration as set forth in Section 1.06(b). Upon proper surrender to the Disbursing Agent of a Certificate for exchange and cancellation to the Exchange AgentCertificate, together with a such letter of transmittal, transmittal duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be reasonably required pursuant to such instructionsby the Disbursing Agent, the holder of such Certificate shall be entitled to receive paid in exchange therefor the Merger Consideration that such holder has elected by the right to receive Holder in respect of the shares of Company Common Stock formerly represented by such Certificateaccordance with Section 1.06, and such Certificate so surrendered shall forthwith be cancelledcanceled. No interest will be paid or accrued for the benefit of holders of the Certificates on the Merger Consideration payable upon the surrender of the Certificates. Notwithstanding anything If payment is to be made to a person other than the person in whose name the Certificate surrendered is registered, it shall be a condition of payment that the Certificate so surrendered be properly endorsed or otherwise be in proper form for transfer and that the person requesting such payment pay any transfer or other taxes required by reason of the payment to a person other than the registered holder of the Certificate surrendered or establish to the contrary contained satisfaction of the Surviving Corporation that such tax has been paid or is not applicable. Until surrendered in accordance with the provisions of this AgreementSection 2.02, no holder each Certificate (other than Certificates representing shares of Book-Entry Shares Common Stock owned by Parent, Merger Sub or any other subsidiary of Parent, shares of Common Stock held in the treasury of the Company, shares of Common Stock held by any subsidiary of the Company and Dissenting Shares) shall be required to deliver a Certificate or an executed letter of transmittal to represent for all purposes only the Exchange Agent in order right to receive the Merger Consideration that such holder is entitled to receive pursuant to Article IIwithout any interest thereon. In lieu thereof(c) At and after the Effective Time, each holder there shall be no registration of record transfers of Book-Entry Shares whose shares of Company Common Stock which were converted into the right outstanding immediately prior to receive shares of Acquiror Common Stock pursuant to Section 2.1 shall automatically upon the Effective Time (or, at any later time at which such Book-Entry Shares shall be so converted) be entitled to receive, on the stock transfer books of the Surviving Corporation. From and Acquiror shall cause the Exchange Agent to pay and deliver as promptly as practicable after the Effective Time, the holders of shares of Common Stock outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such shares of Common Stock except as otherwise provided in this Agreement or by applicable law. All cash paid upon the surrender of Certificates in accordance with the terms of this Article II shall be deemed to have been paid in full satisfaction of all rights pertaining to the shares of Common Stock previously represented by such Certificates. If, after the Effective Time, Certificates are presented to the Surviving Corporation for any reason, such Certificates shall be canceled and exchanged for Merger Consideration as provided in this Article II. At the close of business on the day of the Effective Time, the stock ledger of the Company shall be closed. (d) At any time more than one year after the Effective Time, the Surviving Corporation shall be entitled to require the Disbursing Agent to deliver to it any funds which had been made available to the Disbursing Agent and not disbursed in exchange for Certificates (including, without limitation, all interest and other income received by the Disbursing Agent in respect of all such funds). Thereafter, holders of shares of Common Stock shall look only to the Surviving Corporation (subject to the terms of this Agreement, abandoned property, escheat and other similar laws) as general creditors thereof with respect to any Merger Consideration that may be payable, without interest, upon due surrender of the Certificates held by them. If any Certificates shall not have been surrendered prior to three years after the Effective Time (or immediately prior to such time on which any payment in respect hereof would otherwise escheat or become the property of any governmental unit or agency), the payment in respect of such Certificates shall, to the extent permitted by applicable law, become the property of the Surviving Corporation, free and clear of all claims or interest of any person previously entitled thereto. Notwithstanding the foregoing, none of Parent, the Company, the Surviving Corporation nor the Disbursing Agent shall be liable to any holder is entitled of a share of Common Stock for any Merger Consideration delivered in respect of such share of Common Stock to receive a public official pursuant to Article IIany abandoned property, and the Book Entry Shares of such holder shall forthwith be cancelled.escheat or other similar law. 4 8 ARTICLE III

Exchange of Certificates. (a) Exchange Agent. Prior to the Effective Time, Parent shall appoint such exchange agent reasonably acceptable to Target (the “Exchange Agent”) for the purpose of exchanging Certificates representing Target Common Shares converted into the Merger Consideration pursuant to Section 2.1, and non-certificated Target Common Shares converted into the Merger Consideration pursuant to Section 2.1 and represented by book entries (“Book Entry Shares”), for the Merger Consideration. The Exchange Agent shall also be responsible for paying the Stock Option Consideration and the ESPP Consideration as contemplated in Section 2.4. At or prior to the Effective Time, Parent shall deposit, or shall cause to be deposited, with the Exchange Agent, for the benefit of the Target Stockholders, cash sufficient to pay the aggregate Merger Consideration to be delivered in respect of the Target Common Shares, plus cash sufficient to pay the Stock Option Consideration and the ESPP Consideration (such aggregate amount being hereinafter referred to as the “Exchange Fund”). The Exchange Fund shall not be used for any other purpose. As soon as reasonably practicable after following the Effective Timedate of this Agreement and in any event not less than ten (10) Business Days prior to the Closing Date, Parent and the Exchange Agent shall mail to each holder of record of agree upon a Certificate immediately prior to the Effective Time whose shares of Company Common Stock were converted into the right to receive shares of Acquiror Common Stock pursuant to Section 2.1 a customary final form of letter of transmittal (which shall specify that (i) delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the such Certificates to the Exchange AgentAgent or by appropriate guarantee of delivery in the form customarily used in transactions of this nature from a member of a national securities exchange, a member of the National Association of Securities Dealers, Inc., or a commercial bank or trust company in the United States, that is a member in good standing of the Securities Transfer Agents’ Medallion Program and (ii) containing instructions the signature thereof must be guaranteed by such a member or bank or trust company in the form customarily used in transactions of this nature) (the “Letter of Transmittal”), for use in effecting the surrender delivery of the Certificates in exchange for the Merger Consideration. Upon proper surrender of a Certificate for exchange and cancellation Target Common Shares to the Exchange AgentAgent and instructions related thereto (the “Instructions”). Promptly after the Letter of Transmittal and Instructions have been finalized, together with the Exchange Agent shall make the Letter of Transmittal and Instructions available, upon request, to holders of Target Common Stock, and promptly (and in any event within three (3) Business Days) after the Effective Time, Parent will send, or will cause the Exchange Agent to send, to each holder of record of Target Common Shares as of the Effective Time, who has not previously submitted a letter of transmittal, duly properly completed and validly duly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructionsLetter of Transmittal, the holder Letter of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration that such holder has the right to receive in respect Transmittal and Instructions. Exchange of the shares of Company Common Stock formerly represented by such Certificate, and such Certificate so surrendered shall forthwith be cancelled. No interest will be paid or accrued for the benefit of holders of the Certificates on the Merger Consideration payable upon the surrender of the Certificates. Notwithstanding anything to the contrary contained in this Agreement, no holder of any Book-Entry Shares shall be required effected in accordance with Exchange Agent’s customary procedures with respect to deliver a Certificate or an executed letter of transmittal to the Exchange Agent in order to receive the Merger Consideration that such holder is entitled to receive pursuant to Article II. In lieu thereof, each holder of record of Book-Entry Shares whose shares of Company Common Stock were converted into the right to receive shares of Acquiror Common Stock pursuant to Section 2.1 shall automatically upon the Effective Time (or, at any later time at which such Book-Entry Shares shall be so converted) be entitled to receive, and Acquiror shall cause the Exchange Agent to pay and deliver as promptly as practicable after the Effective Time, the Merger Consideration that such holder is entitled to receive pursuant to Article II, and the Book Entry Shares of such holder shall forthwith be cancelledsecurities represented by book entry.

Exchange of Certificates. (a) Prior to the Effective Time, VITAL shall enter into an agreement with, and shall deposit with, Sperry Young & Xxxxxxxxxx, or such other agent or agents as may be satisfactory to VITAL and VCM (the"Exchange Agent'), for the benefit of the holders of VCM Shares, for exchange through the Exchange Agent in accordance with this Article I: (i) certificates representing the appropriate number of VITAL Shares to be issued to holders of VCM Shares issuable pursuant to Section 1.6 in exchange for outstanding VCM Shares. (b) As soon as reasonably practicable after the Effective Time, the Exchange Agent shall mail to each holder of record of a Certificate certificate or certificates which immediately prior to the Effective Time represented outstanding VCM Shares (the "Certificates") whose shares of Company Common Stock were converted into the right to receive shares of Acquiror Common Stock VITAL Shares pursuant to Section 2.1 1.6: (i) a customary form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange AgentAgent and shall be in such form and have such other provisions as VCM and VITAL may reasonably specify) containing and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Considerationcertificates representing VITAL Shares. Upon proper surrender of a Certificate for exchange and cancellation to the Exchange Agent, together with a such letter of transmittal, duly completed and validly executed in accordance with the instructions theretoexecuted, and such any other documents as may be required pursuant to such instructionsdocuments, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration therefore a certificate representing that number of whole VITAL Shares, which such holder has the right to receive in respect pursuant to the provisions of the shares of Company Common Stock formerly represented by such Certificatethis Article I, and such the Certificate so surrendered shall forthwith be cancelledcanceled. No interest will In the event of a transfer of ownership of VCM Shares which are not registered in the transfer records of VCM, a certificate representing the proper number of VITAL Shares may be paid or accrued for issued to a transferee if the benefit of holders of the Certificates on the Merger Consideration payable upon the surrender of the Certificates. Notwithstanding anything to the contrary contained in this Agreement, no holder of Book-Entry Certificate representing such VCM Shares shall be required to deliver a Certificate or an executed letter of transmittal is presented to the Exchange Agent in order accompanied by all documents required by the Exchange Agent or VITAL to evidence and effect such transfer and by evidence that any applicable stock transfer or other taxes have been paid. Until surrendered as contemplated by this Section 1.7, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration that such certificate representing VITAL Shares as contemplated by this Section 1.7. (c) No dividends or other distributions declared or made after the Effective Time with respect to VITAL Shares with a record date after the Effective Time shall be paid to the holder is entitled of any unsurrendered Certificate with respect to receive pursuant to Article II. In lieu thereof, each the VITAL Shares represented thereby until the holder of record of Book-Entry such Certificate shall surrender such Certificate. (d) In the event that any Certificate for VCM Shares whose shares of Company Common Stock were converted into the right to receive shares of Acquiror Common Stock pursuant to Section 2.1 shall automatically upon the Effective Time (or, at any later time at which such Book-Entry or VITAL Shares shall be so converted) be entitled to receivehave been lost, and Acquiror shall cause stolen or destroyed, the Exchange Agent to pay shall issue in exchange therefore, upon the making of an affidavit of that fact by the holder thereof such VITAL Shares and deliver cash in lieu of fractional VITAL Shares, if any, as promptly as practicable after the Effective Time, the Merger Consideration that such holder is entitled to receive may be required pursuant to Article IIthis Agreement; provided, and however, that VITAL or the Book Entry Shares Exchange Agent, may, in its respective discretion, require the delivery of such holder shall forthwith be cancelleda suitable bond, opinion or indemnity.

Exchange of Certificates. (a) As soon From and after the Effective Time, a bank or trust company to be designated by Parent shall act as reasonably practicable exchange agent (the "Exchange Agent") in -------------- effecting the exchange of the Merger Price for certificates which prior to the Effective Time represented Shares (and associated Rights) and which as of the Effective Time represent the right to receive the Merger Price (the "Certificates"). Promptly after the Effective Time, the Exchange Agent shall ------------- mail to each record holder of record of Certificates a Certificate immediately prior to the Effective Time whose shares of Company Common Stock were converted into the right to receive shares of Acquiror Common Stock pursuant to Section 2.1 a customary form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent) containing instructions for use in effecting surrendering such Certificates and receiving the Merger Price therefor in a form approved by Parent and the Company. At or prior to the Effective Time, the Purchaser shall deposit in trust with the Exchange Agent immediately available funds in an amount sufficient to pay the Merger Price for all such Shares (and associated Rights) to the Company's stockholders as contemplated by this Section 2.3. Upon the surrender of each Certificate and the Certificates issuance and delivery by the Exchange Agent of the Merger Price for the Shares (and associated Rights) represented thereby in exchange for the Merger Consideration. Upon proper surrender of a Certificate for exchange and cancellation to the Exchange Agent, together with a letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructionstherefor, the holder of such Certificate shall forthwith be entitled to receive in exchange therefor the Merger Consideration that such holder has canceled. Until so surrendered and exchanged, each Certificate shall represent solely the right to receive in respect the Merger Price for the Shares (and associated Rights) represented thereby, without any interest thereon. Upon the surrender and exchange of such an outstanding Certificate, the shares holder thereof shall receive the Merger Price multiplied by the number of Company Common Stock formerly Shares (and associated Rights) represented by such Certificate, and such Certificate so surrendered shall forthwith be cancelledwithout any interest thereon. No interest will If any cash is to be paid or accrued for to a name other than that in which the benefit of holders of the Certificates on the Merger Consideration payable upon the surrender of the Certificates. Notwithstanding anything to the contrary contained Certificate surrendered in this Agreementexchange therefor is registered, no holder of Book-Entry Shares it shall be required a condition to deliver a Certificate such payment or an executed letter of transmittal exchange that the person requesting such payment or exchange shall pay to the Exchange Agent in order any transfer or other taxes required by reason of the payment of such cash to receive a name other than that of the Merger Consideration that such holder is entitled to receive pursuant to Article II. In lieu thereof, each registered holder of record the Certificate surrendered, or such person shall establish to the satisfaction of Book-Entry Shares whose shares of Company Common Stock were converted into the right to receive shares of Acquiror Common Stock pursuant to Section 2.1 shall automatically upon the Effective Time (or, at any later time at which such Book-Entry Shares shall be so converted) be entitled to receive, and Acquiror shall cause the Exchange Agent that such tax has been paid or is not applicable. Notwithstanding the foregoing, neither the Exchange Agent nor any party hereto shall be liable to pay and deliver as promptly as practicable after the Effective Time, a holder of Certificates for any part of the Merger Consideration that such holder is entitled Price payments made to receive a public official pursuant to Article IIapplicable abandoned property, and the Book Entry Shares of such holder shall forthwith be cancelledescheat or similar laws.

Exchange of Certificates. (a) As soon as reasonably practicable after Prior to the Effective Time, Parent shall designate the Exchange Agent Company's registrar and transfer agent, or such other bank or trust company as agreed in writing by the parties, to act as paying agent for the holders of Shares in connection with the Merger, pursuant to an agreement providing for the matters set forth in this Section 2.2 and such other matters as may be appropriate and the terms of which shall mail be reasonably satisfactory to each holder the Company (the "Paying Agent"), to receive the funds to which holders of record of a Certificate immediately prior Shares shall become entitled pursuant to Sections 2.1(a) and 2.3. Prior to the Effective Time whose shares of Company Common Stock were converted into the right Time, Parent will deposit or cause to receive shares of Acquiror Common Stock pursuant to Section 2.1 a customary form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent) containing instructions for use deposited in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon proper surrender of a Certificate for exchange and cancellation to the Exchange Agent, together with a letter of transmittal, duly completed and validly executed in accordance trust with the instructions thereto, and such other documents as may be required pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration that such holder has the right to receive in respect of the shares of Company Common Stock formerly represented by such Certificate, and such Certificate so surrendered shall forthwith be cancelled. No interest will be paid or accrued Paying Agent for the benefit of holders of Company Common Stock the Certificates funds necessary to complete the payments contemplated by Section 2.1(a) (the "Exchange Fund") on a timely basis; provided, that no such deposit shall relieve Parent of its obligation to pay the -------- Merger Consideration payable upon the surrender of the Certificatespursuant to Section 2.1(a). Notwithstanding anything to the contrary contained in this AgreementSection 2.2, no holder of Book-Entry Shares shall be required to deliver a Certificate or an executed letter of transmittal Parent and the Company will make arrangements with the Paying Agent to the Exchange reasonable satisfaction of Dow such that Dow, and any other stockholder of the Company that is present at the office of the Paying Agent in order person or through a personal representative (it being understood that Dow need not be present at the office of the Paying Agent because it will be present at the Closing) and gives the Company at least two days prior written notice that it will be present at that office, will receive, as soon as possible after the Effective Time (but in any event on the same date as the Effective Time) in same day funds by wire transfer to receive such accounts as Dow or such stockholders shall specify with at least two days prior written notice, the Merger Consideration that such holder is entitled to receive pursuant to Article II. In lieu thereof(in the case of Dow without any deduction or offset whatsoever for any purpose, including deductions for withholding taxes so long as Dow has complied with applicable tax law in completing and delivering any required forms) for each holder of record of Book-Entry Shares whose its or their shares of Company Common Stock were converted into (provided that Dow and any such stockholders have surrendered the right to receive Certificates (as defined below) for their shares of Acquiror Company Common Stock pursuant to the Paying Agent and, with respect to stockholders other than Dow, complied with the terms and conditions of Section 2.1 shall automatically upon the Effective Time (or, at any later time at which such Book-Entry Shares shall be so converted2.2(b) be entitled to receive, and Acquiror shall cause the Exchange Agent to pay and deliver as promptly as practicable after the Effective Time, the Merger Consideration that such holder is entitled to receive pursuant to Article II, and the Book Entry Shares of such holder shall forthwith be cancelledhereof).

Exchange of Certificates. (a) As At or as soon as reasonably practicable after the Effective Time, TTIS, or a transfer agent designated by TTIS (the Exchange Agent shall mail "Transfer Agent") will send to each registered holder of record of a Certificate immediately prior to the Effective Time whose shares of Company Common Stock were converted into on the right to receive shares Schedule of Acquiror Common Stock pursuant to Section 2.1 Stockholders (i) a customary form of letter of transmittal (which shall specify that delivery shall be effectedin customary form and containing such provisions as TTIS may reasonably specify, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent(ii) containing instructions for use in effecting the surrender of the Company Stock Certificates in exchange for payment of the Per Share Merger ConsiderationConsideration for each share of Company Common Stock or Preferred Stock then due and payable. Upon proper surrender of a Company Stock Certificate for exchange and cancellation to TTIS or the Exchange Transfer Agent, as the case may be, together with a duly executed letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, transmittal and such other documents as may be reasonably required pursuant to such instructionsby TTIS or the Transfer Agent, the holder of the Company Common Stock or Preferred Stock represented by such Company Stock Certificate shall be entitled to receive in exchange therefor the cash portion of the Per Share Merger Consideration for each share then due and payable that such holder has the right to receive in respect pursuant to the provisions of the shares of Company Common Stock formerly represented by such Certificatethis Section 1, and such the Company Stock Certificate so surrendered shall forthwith be cancelledcanceled. No interest will be paid or accrued for the benefit of holders of the Certificates on the Merger Consideration payable upon the surrender of the Certificates. Notwithstanding anything to the contrary contained in Until surrendered as contemplated by this AgreementSection 1.8, no holder of Book-Entry Shares each Company Stock Certificate shall be required to deliver a Certificate or an executed letter of transmittal to the Exchange Agent in order to receive the Merger Consideration that such holder is entitled to receive pursuant to Article II. In lieu thereofdeemed, each holder of record of Book-Entry Shares whose shares of Company Common Stock were converted into the right to receive shares of Acquiror Common Stock pursuant to Section 2.1 shall automatically upon the Effective Time (or, at any later time at which such Book-Entry Shares shall be so converted) be entitled to receive, from and Acquiror shall cause the Exchange Agent to pay and deliver as promptly as practicable after the Effective Time, to represent only the right to receive for each share held by such Stockholder upon such surrender payment of the cash portion of the Per Share Merger Consideration that such holder is entitled then due and payable and the right to receive pursuant on the First Payment Date or Second Payment Date as applicable, cash in the amount of the Per Share Merger Consideration payable in the First Payment or the Second Payment, as applicable. If any Company Stock Certificate shall have been lost, stolen or destroyed, TTIS may, in its discretion and as a condition precedent to Article IIpayment of the Per Share Merger Consideration then due and payable for any shares represented by such lost, and stolen or destroyed Company Stock Certificate, require the Book Entry Shares holder of such holder shall forthwith lost, stolen or destroyed Company Stock Certificate to provide an appropriate affidavit and to deliver a bond (in such sum as TTIS may reasonably direct) as indemnity against any claim that may be cancelledmade against TTIS or the Surviving Corporation with respect to such Company Stock Certificate.

Exchange of Certificates. (a) American Stock Transfer & Trust Company (or another bank or trust company selected by Parent and reasonably acceptable to the Company) shall act as exchange agent (the "Exchange Agent") in connection with the surrender of certificates evidencing shares of Company Common Stock converted into shares of Parent Common Stock pursuant to the Merger. On or prior to the Closing Date, Parent shall deposit with the Exchange Agent one or more certificates representing the shares of Parent Common Stock to be issued in the Merger (the "Merger Stock"), which shares of Merger Stock shall be deemed to be issued at the Effective Time. At and following the Effective Time, Parent shall deliver to the Exchange Agent such cash as may be required from time to time to make payments of cash in lieu of fractional shares in accordance with Section 1.4(i) hereof. 2 4 (b) As soon as reasonably practicable after the Effective Time, Parent shall cause the Exchange Agent shall to mail to each person who was, at the Effective Time, a holder of record of a Certificate certificate or certificates that immediately prior to the Effective Time whose evidenced outstanding shares of Company Common Stock were converted into (the right to receive shares of Acquiror Common Stock pursuant to Section 2.1 "Certificates") (i) a customary form of letter of transmittal (which shall specify specifying that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent, which shall be in a form and contain any other provisions as Parent and the Surviving Corporation may reasonably agree and (ii) containing instructions for use in effecting the surrender of the Certificates in exchange for certificates representing the Merger ConsiderationStock. Upon the proper surrender of a Certificate for exchange and cancellation Certificates to the Exchange Agent, together with a properly completed and duly executed letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, transmittal and such other documents as may be required pursuant to such instructionsby the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor certificates representing the shares of Merger Consideration Stock that such holder has the right to receive pursuant to the terms hereof (together with any dividend or distribution with respect thereto made after the Effective Time and any cash paid in respect lieu of fractional shares pursuant to Section 1.4(i) hereof), and the Certificate so surrendered shall be canceled. In the event of a transfer of ownership of Company Common Stock that is not registered in the transfer records of the Company, a certificate representing the proper number of shares of Merger Stock may be issued to a transferee if the Certificate representing such Company Common Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence reasonably satisfactory to the Surviving Corporation and Parent that any applicable stock transfer tax has been paid. (c) After the Effective Time, each outstanding Certificate which theretofore represented shares of Company Common Stock shall, until surrendered for exchange in accordance with this Section 1.4, be deemed for all purposes to evidence ownership of the number of full shares of Parent Common Stock into which the shares of Company Common Stock formerly (which, prior to the Effective Time, were represented by such Certificatethereby) shall have been so converted. (d) Except as otherwise expressly provided herein, Parent shall pay all charges and expenses, including those of the Exchange Agent, in connection with the exchange of Certificates for shares of Merger Stock. Any Merger Stock deposited with the Exchange Agent pursuant to Section 1.4(a) hereof, and such Certificate so surrendered not exchanged pursuant to Section 1.4(b) hereof for Company Common Stock within six months after the Effective Time, shall forthwith be cancelled. No interest will be paid or accrued for returned by the benefit Exchange Agent to Parent, which shall thereafter act as exchange agent subject to the rights of holders of Company Common Stock hereunder. (e) At the Certificates on Effective Time, the Merger Consideration payable upon the surrender stock transfer books of the Certificates. Notwithstanding anything to the contrary contained in this Agreement, no holder of Book-Entry Shares Company shall be required to deliver a Certificate or an executed letter closed and no transfer of transmittal to the Exchange Agent in order to receive the Merger Consideration that such holder is entitled to receive pursuant to Article II. In lieu thereof, each holder of record of Book-Entry Shares whose shares of Company Common Stock were converted into shall thereafter be made. (f) None of Parent, Merger Sub, the right Company, the Surviving Corporation or the Exchange Agent will be liable to receive any holder of shares of Acquiror Company Common Stock for any shares of Merger Stock, dividends or distributions with respect thereto or cash payable in lieu of fractional shares pursuant to Section 2.1 1.4(i) hereof delivered to a state abandoned property administrator or other public official pursuant to any applicable abandoned property, escheat or similar law. (g) If any Certificates shall automatically have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Certificates to be lost, stolen or destroyed, and delivery of such bond or other indemnity as the Exchange Agent may reasonably request, the Exchange Agent will deliver in exchange for such lost, stolen or destroyed Certificates one or more certificates representing the Merger Stock deliverable in respect thereof, as determined in accordance with the terms hereof. (h) No dividend or other distribution declared or made after the Effective Time with respect to the Merger Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate with respect to the shares of Merger Stock issuable upon surrender thereof until the holder of such Certificate shall surrender such Certificate in accordance with Section 1.4(b). Subject to the effect of applicable law, following surrender of any such Certificate there shall be paid, without interest, to the record holder of certificates representing whole shares of Merger Stock issued in exchange therefor: (i) at the time of such surrender, the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of Merger Stock; and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time but prior to 3 5 surrender of such Certificate and a payment date subsequent to such surrender payable with respect to such whole shares of Merger Stock. (i) No certificates or scrip evidencing fractional shares of Merger Stock shall be issued upon the surrender for exchange of Certificates, and such fractional share interests shall not entitle the owner thereof to any rights of a stockholder of Parent. In lieu of any such fractional shares, each holder of a Certificate previously evidencing Company Common Stock, upon surrender of such Certificate for exchange pursuant to this Article I, shall be 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 Composite Tape of Parent Common Stock on the date of the Effective Time (or, at any later time at which if shares of Parent Common Stock do not trade on the New York Stock Exchange (the "NYSE") on such Book-Entry Shares shall be so converted) be entitled to receivedate, and Acquiror shall cause the Exchange Agent to pay and deliver as promptly as practicable first date of trading of Parent Common Stock on the NYSE after the Effective Time, ) by (b) the Merger Consideration that fractional interest to which such holder is would otherwise be entitled to receive pursuant to Article II, and the Book Entry Shares (after taking into account all shares of Company Common Stock held of record by such holder shall forthwith be cancelledat the Effective Time). SECTION 1.5.

Exchange of Certificates. Prior to the Effective Time, Bridge Bancorp shall designate a bank or trust company reasonably acceptable to DCB to act as the exchange agent in connection with the Merger (a) the “Exchange Agent”). As soon promptly as reasonably practicable after the Effective Time, but in no event later than five (5) business days thereafter, Bridge Bancorp shall cause the Exchange Agent shall to mail to each holder of record of a Certificate one or more Old Certificates (for purposes of this Section 3.3 Old Certificates shall be deemed to include certificates or book-entry account statements representing DCB Preferred Stock) representing shares of DCB Common Stock or DCB Preferred Stock immediately prior to the Effective Time whose shares of Company Common Stock were that have been converted at the Effective Time into the right to receive shares of Acquiror Common the Merger Consideration pursuant to Section 3.1 or the New Bridge Bancorp Preferred Stock pursuant to Section 2.1 3.2, as applicable, (i) a customary form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Old Certificates shall pass, only upon proper delivery of the Old Certificates (or affidavits of loss in lieu thereof) to the Exchange AgentAgent and (ii) containing instructions for use in effecting the surrender of the Old Certificates (or affidavits of loss in lieu thereof) in exchange for the Merger ConsiderationConsideration that such holder of DCB Common Stock shall have become entitled to receive in accordance with, and subject to, Section 3.1.3, and any cash in lieu payable in respect of Fractional Share Consideration in accordance with Section 3.1.4, and any dividends or distributions to be paid pursuant to Section 3.3.4, or the New Bridge Bancorp Preferred Stock, as applicable, pursuant to Section 3.2 and any dividends or distributions to be paid pursuant to Section 3.3.4. Upon From and after the Effective Time, upon proper surrender of a Certificate the Old Certificates (or an affidavit of loss in lieu thereof) for exchange and cancellation to the Exchange Agent, together with a such properly completed letter of transmittal, transmittal duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructionsexecuted, the holder of such Old Certificate shall be entitled to receive in exchange therefor therefor, as applicable, (i)(A) a New Certificate representing the Merger Consideration to which such holder of DCB Common Stock shall have become entitled to receive in accordance with, and subject to, Section 3.1.3, and (B) a check representing the amount of (x) any cash in lieu of fractional shares that such holder has the right to receive in respect of the surrendered Old Certificate pursuant to Section 3.1.4 and (y) any dividends or distributions that such holder has the right to receive in respect of the surrendered Old Certificate pursuant to Section 3.3.4, or (ii)(A) a New Certificate representing that number of shares of Company Common New Bridge Bancorp Preferred Stock formerly represented by to which such Certificateholder of DCB Preferred Stock shall have become entitled pursuant to the Section 3.2, and such Certificate (B) a check representing the amount of any dividends or distributions which the holder thereof has the right to receive pursuant to Section 3.3.4, and the Old Certificates so surrendered shall forthwith be cancelled. No interest will be paid or accrued for the benefit accrue on any cash in lieu of fractional shares payable to holders of the Old Certificates on the Merger Consideration or any dividends payable upon the surrender of the Certificatesunder Section 3.3.4. Notwithstanding anything to the contrary contained in Until surrendered as contemplated by this AgreementSection 3.3.1, no holder of Book-Entry Shares each Old Certificate shall be required deemed at any time after the Effective Time to deliver a Certificate or an executed letter represent only the right to receive, upon surrender, the number of transmittal to the Exchange Agent in order to receive the Merger Consideration that such holder is entitled to receive pursuant to Article II. In lieu thereof, each holder of record of Book-Entry Shares whose whole shares of Company Bridge Bancorp Common Stock were or shares of New Bridge Bancorp Preferred Stock which the shares of DCB Common Stock or DCB Preferred Stock, as applicable, represented by such Old Certificate have been converted into the right to receive and any cash in lieu of fractional shares or in respect of Acquiror Common Stock pursuant to dividends or distributions as contemplated by this Section 2.1 shall automatically upon the Effective Time (or, at any later time at which such Book-Entry Shares shall be so converted) be entitled to receive, 3.3.1 and Acquiror shall cause the Exchange Agent to pay and deliver as promptly as practicable after the Effective Time, the Merger Consideration that such holder is entitled to receive pursuant to Article II, and the Book Entry Shares of such holder shall forthwith be cancelled3.3.4.

Exchange of Certificates. (a) As soon as reasonably practicable after After the Effective Time, the Exchange Agent shall mail to each holder of record of a Certificate immediately prior to the Effective Time whose ------------------------ certificate theretofore evidencing outstanding PTM capital stock (other than shares of Company Common Stock were converted into the right to receive held by dissenting shareholders and shares of Acquiror Common Stock pursuant to Section 2.1 a customary form of letter of transmittal (which shall specify that delivery shall be effectedare automatically canceled as hereinafter provided), and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent) containing instructions for use in effecting the surrender of the Certificates in exchange for same to FSI's transfer agent (the Merger Consideration. Upon proper surrender of a Certificate for exchange and cancellation to the Exchange "Transfer Agent, together with a letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and ") or such other documents agent or agents as may shall be required pursuant to such instructionsappointed by FSI, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate or certificates evidencing the Merger Consideration that such holder has the right to receive in respect number of the full shares of Company Common Stock formerly FSI for which the PTM capital stock theretofore represented by such Certificate, and such Certificate the certificate or certificates so surrendered shall forthwith be cancelledhave been exchanged. No interest Until so surrendered, each outstanding certificate which, prior to the Effective Time, represented PTM capital stock (other than shares previously held by dissenting shareholders) will be paid or accrued deemed for all corporate purposes to evidence ownership of the benefit number of full FSI Shares for which the PTM capital stock represented thereby were exchanged; provided, however, that until such outstanding certificates formerly evidencing PTM capital stock are so surrendered, no dividend payable to holders of record of FSI Shares as of any date subsequent to the Certificates on Effective Time shall be paid to the Merger Consideration payable upon holder of such outstanding certificates in respect thereof, and all such amounts shall be held in trust by FSI pending the surrender of such certificates. After the Certificates. Notwithstanding anything to the contrary contained in this AgreementEffective Time, no holder of Book-Entry Shares there shall be required no further registry of transfers on the records of PTM of PTM capital stock outstanding prior to deliver a Certificate or an executed letter of transmittal to the Exchange Agent in order to receive the Merger Consideration that such holder is entitled to receive pursuant to Article II. In lieu thereof, each holder of record of Book-Entry Shares whose shares of Company Common Stock were converted into the right to receive shares of Acquiror Common Stock pursuant to Section 2.1 shall automatically upon the Effective Time (orand, at any later time at which if a certificate evidencing such Book-Entry Shares PTM capital stock is presented to FSI, it shall be so converted) be entitled to receive, canceled and Acquiror shall cause the Exchange Agent to pay and deliver exchanged for a certificate evidencing shares of FSI Shares as promptly as practicable after herein provided. After the Effective Time, the Merger Consideration that holder of the certificate theretofore evidencing outstanding Sub Shares, upon surrender of the same to PTM or such holder is other agent or agents as shall be appointed by PTM, shall be entitled to receive pursuant in exchange therefor a certificate or certificates evidencing the number of full shares of PTM Shares for which the Sub Shares theretofore represented by the certificate or certificates so surrendered shall have been exchanged. Until so surrendered, each outstanding certificate which, prior to Article IIthe Effective Time, represented Sub Shares will be deemed for all corporate purposes to evidence ownership of the number of full PTM Shares for which the Sub Shares represented thereby were exchanged; provided, however, that until such outstanding certificates formerly evidencing Sub Shares are so surrendered, no dividend payable to holders of record of PTM Shares as of any date subsequent to the Effective Time shall be paid to the holder of such outstanding certificates in respect thereof, and all such amounts shall be held in trust by PTM pending the Book Entry Shares surrender of such holder shall forthwith be cancelledcertificates.

Exchange of Certificates. (a) As soon as reasonably practicable after Prior to receiving any portion of the Effective TimeMerger Consideration, the Exchange Agent shall mail to each holder of record of a Certificate certificate or certificates that immediately prior to the Effective Time whose shares of represented issued and outstanding Company Common Stock were converted into Shares (each, a “Certificate” and, collectively, the right “Certificates”), shall have delivered to receive shares of Acquiror Common Stock pursuant to Section 2.1 the Exchange Agent (i) a customary form of properly completed and duly executed letter of transmittal (which a “Letter of Transmittal”) and (ii) the Certificates held of record by such holder. Such Letter of Transmittal shall specify have been previously delivered by the Exchange Agent to such holder along with instructions thereto and a notice to the effect that delivery of the Certificates shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent) containing instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon proper surrender of a Certificate for exchange and cancellation to the Exchange AgentCompany, together with a letter such Letter of transmittalTransmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructionsexecuted, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration that such holder has the right to receive in respect of consideration into which the shares of Company Common Stock formerly represented by such CertificateCertificate shall have been converted pursuant to Section 2.4, and such the Certificate so surrendered shall forthwith be cancelledcanceled. No interest will be paid or accrued for If the benefit portion of holders of the Certificates on the Merger Consideration payable is to be paid to a Person other than the Person in whose name the Certificate so surrendered is registered, it shall be a condition of exchange that such Certificate shall be properly endorsed or otherwise in proper form for transfer and that the Person requesting such exchange shall pay any transfer or other Taxes required by reason of the exchange to a Person other than the registered holder of such Certificate or establish to the reasonable satisfaction of the Surviving Company that such Tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.7, each Certificate shall be deemed as of the Effective Time of the Merger to represent only the right to receive, upon the surrender of such Certificate in accordance with this Section 2.7, the Certificatesconsideration into which the shares represented by such Certificate shall have been converted pursuant to Section 2.3. Notwithstanding anything to the contrary contained in this AgreementIf any certificate evidencing any Company Share shall have been lost, no holder of Book-Entry Shares shall be required to deliver a Certificate stolen or an executed letter of transmittal to destroyed, the Exchange Agent may, in order its discretion and as a condition precedent to receive the Merger Consideration that such holder is entitled to receive pursuant to Article II. In lieu thereof, each holder issuance of record of Book-Entry Shares whose shares of Company Common Stock were converted into the right to receive shares of Acquiror Common Stock any consideration pursuant to Section 2.1 shall automatically upon 2.3, require the Effective Time (or, at any later time at which such Book-Entry Shares shall be so converted) be entitled to receive, and Acquiror shall cause the Exchange Agent to pay and deliver as promptly as practicable after the Effective Time, the Merger Consideration that such holder is entitled to receive pursuant to Article II, and the Book Entry Shares owner of such holder shall forthwith be cancelledlost, stolen or destroyed certificate to provide an appropriate affidavit with respect to such certificate.

Exchange of Certificates. (a) As soon as reasonably practicable after At the Effective TimeClosing, certificates (the Exchange Agent shall mail to each holder of record of a Certificate "Certificates"), which immediately prior to the Effective Time whose represented the issued and outstanding shares of Company Common Stock and Company Preferred Stock that were converted into the right to receive shares of Acquiror Common Stock Merger Shares pursuant to Section 2.1 a customary form of letter of transmittal (which shall specify that delivery 2.1(a) shall be effectedsurrendered for cancellation and termination in the Merger. At the Effective Time, and risk of loss and title to the Certificates each Certificate shall pass, only upon delivery of the Certificates to the Exchange Agent) containing instructions for use in effecting the surrender of the Certificates be canceled in exchange for certificates representing, in the Merger Considerationaggregate, the number of whole shares of Parent Common Stock and the number of Retained Shares into which the Company Common Stock and Company Preferred Stock evidenced by the Certificates so surrendered has been converted pursuant to Section 2.1(a) of this Agreement. Upon proper surrender of a Certificate for exchange and cancellation Such certificates, other than certificates representing Escrow Shares, which certificates shall be delivered to the Exchange Agent, together with a letter of transmittal, duly completed and validly executed in accordance with Escrow Agent on the instructions thereto, and such other documents as may be required Closing Date pursuant to such instructionsSection 2.1(b), the holder of such Certificate shall be entitled delivered to receive in exchange therefor the Merger Consideration that such holder has Stockholders on the right Closing Date. Until surrendered, each outstanding Certificate which prior to receive in respect the Effective Time represented shares of Company Common Stock or Company Preferred Stock shall be deemed for all corporate purposes to evidence ownership of the number of whole shares of Parent Common Stock and the number of Retained Shares into which the shares of Company Common Stock formerly represented by such Certificate, and such Certificate so surrendered Company Preferred Stock have been converted but shall forthwith be cancelledhave no other rights. No interest will be paid or accrued for the benefit of holders of the Certificates on the Merger Consideration payable upon the surrender of the Certificates. Notwithstanding anything to the contrary contained in this Agreement, no holder of Book-Entry Shares shall be required to deliver a Certificate or an executed letter of transmittal to the Exchange Agent in order to receive the Merger Consideration that such holder is entitled to receive pursuant to Article II. In lieu thereof, each holder of record of Book-Entry Shares whose shares of Company Common Stock were converted into the right to receive shares of Acquiror Common Stock pursuant to Section 2.1 shall automatically upon the Effective Time (or, at any later time at which such Book-Entry Shares shall be so converted) be entitled to receive, From and Acquiror shall cause the Exchange Agent to pay and deliver as promptly as practicable after the Effective Time, the Merger Consideration that such holder is entitled holders of shares of Company Common Stock and Company Preferred Stock shall cease to receive pursuant to Article II, and the Book Entry Shares have any rights in respect of such holder shares and their rights shall forthwith be cancelledsolely in respect of the number of shares of Parent Common Stock and Surviving Corporation Class A Common Stock into which such shares of Company Common Stock and Company Preferred Stock have been converted.

Exchange of Certificates. (a) As soon as reasonably practicable after After the Effective TimeDate, the Exchange Agent shall mail to each holder of record of a Certificate immediately prior to the Effective Time whose shares of Company Common Stock were converted into the right to receive shares of Acquiror Common Stock pursuant to Section 2.1 a customary form of letter of transmittal (which shall specify that delivery shall be effectedcertificate evidencing outstanding MFC Shares, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent) containing instructions for use in effecting the surrender of the Certificates in exchange for same to Pacific Stock Transfer Company located at 0000 Xxxxx Xxxxx Xxxx, Xxxxx X, Xxx Xxxxx, Xxxxxx 00000, (the Merger Consideration. Upon proper surrender of a Certificate for exchange and cancellation to the Exchange "Transfer Agent, together with a letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and ") or such other documents agent or agents as may shall be required pursuant to such instructionsappointed by CYNG, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate or certificates evidencing the Merger Consideration that such holder has number of full New CYNG Shares for which the right to receive in respect of the shares of Company Common Stock formerly MFC Shares represented by such Certificate, and such Certificate the certificate or certificates so surrendered shall forthwith be cancelled. No interest will be paid or accrued for the benefit of holders of the Certificates on the Merger Consideration payable upon the surrender of the Certificates. Notwithstanding anything to the contrary contained have been exchanged as provided in this Agreement, no holder of Book-Entry Shares shall be required to deliver a Certificate or an executed letter of transmittal to the Exchange Agent in order to receive the Merger Consideration that such holder is entitled to receive pursuant to Article IISection 1.4. In lieu thereof, each holder of record of Book-Entry Shares whose shares of Company Common Stock were converted into the right to receive shares of Acquiror Common Stock pursuant to Section 2.1 shall automatically upon the Effective Time (or, at any later time at which such Book-Entry Shares shall be so converted) be entitled to receive, and Acquiror shall cause the Exchange Agent to pay and deliver as promptly As soon as practicable after the Effective TimeDate, the Transfer Agent will send a notice and transmittal form to each holder of an outstanding certificate evidencing MFC Shares immediately prior to the Effective Date which is to be exchanged for New CYNG Shares as provided in Section 1.3 herein, advising such shareholder of the terms of the exchange effected by such Merger Consideration and the procedure for surrendering to the Transfer Agent (which may appoint forwarding agents) such certificate for exchange into one or more certificates of New CYNG Shares. Until so surrendered, each outstanding certificate which, prior to the Effective Date, represented MFC Shares (other than shares previously held by dissenting shareholders) will be deemed for all corporate purposes of CYNG to evidence ownership of the number of full New CYNG Shares for which the MFC Shares represented thereby were exchanged; provided, however, that until such holder is entitled outstanding certificates formerly evidencing MFC Shares are so surrendered, no dividend payable to receive holders of record of New CYNG Shares as of any date subsequent to the Effective Date or any cash in lieu of any fraction of New CYNG Shares payable pursuant to Article II, and Section 1.5 herein shall be paid to the Book Entry Shares holder of such holder outstanding certificates in respect thereof. After the Effective Date there shall forthwith be cancelledno further registry of transfers on the records of MFC of MFC Shares and if a certificate evidencing such shares is presented to CYNG, it shall be canceled and exchanged for a certificate evidencing New CYNG Shares as provided in Section 1 herein.

Exchange of Certificates. (a) As soon as reasonably practicable after At the Effective Time, the Exchange Agent Holdco shall mail make available to each record holder who, as of the Effective Time, was a holder of record of a Certificate an outstanding certificate or certificates which immediately prior to the Effective Time whose shares of represented Company Common Stock were converted into (the right to receive shares of Acquiror Common Stock pursuant to Section 2.1 “Certificate” or “Certificates”), a customary form of letter of transmittal and instructions (which shall specify that delivery "Letter of Transmittal") for use in effecting the surrender of the Certificates for conversion thereof. Delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to Holdco and the Exchange Agent) containing instructions for use in effecting the surrender form of the Certificates in exchange for the Merger ConsiderationLetter of Transmittal shall so reflect. Upon proper surrender to Holdco of a Certificate for exchange and cancellation to the Exchange AgentCertificate, together with a letter such Letter of transmittal, Transmittal duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructionsexecuted, the holder of such Certificate shall be entitled to receive in exchange therefor one or more certificates as requested by the Merger Consideration holder (properly issued, executed and countersigned, as appropriate) representing that number of shares of fully paid and nonassessable shares of Holdco Common Stock to which such holder has the right to receive in respect of the shares of Company Common Stock formerly represented by such Certificate, shall have become entitled pursuant to the provisions of Section 1.8 hereof and such the Certificate so surrendered shall forthwith be cancelledcanceled. No interest will be paid or accrued for the benefit of holders of the Certificates on the Merger Consideration consideration payable upon the surrender of the Certificates. Notwithstanding anything If any portion of the consideration to be received upon exchange of a Certificate is to be issued or paid to a person other than the person in whose name the Certificate surrendered in exchange therefor is registered, it shall be a condition of such issuance and payment that the Certificate so surrendered shall be properly endorsed or otherwise in proper form for transfer and that the person requesting such exchange shall pay in advance any transfer or other taxes required by reason of the issuance of a certificate for Holdco Common Stock to such other person, or established to the contrary contained in this Agreement, no holder satisfaction of Book-Entry Shares shall be required to deliver a Certificate or an executed letter of transmittal to the Exchange Agent in order to receive the Merger Consideration Holdco that such holder tax has been paid or that such tax is entitled to receive pursuant to Article IInot applicable. In lieu thereofFrom the Effective Time until surrender in accordance with the provisions of this Section 1.9, each holder of record of Book-Entry Shares whose shares of Company Common Stock were converted into Certificate shall represent for all purposes only the right to receive the consideration provided in Section 1.8. All payments of respective shares of Acquiror Holdco Common Stock pursuant to Section 2.1 shall automatically that are made upon surrender of Certificates in accordance with the Effective Time (or, at any later time at which such Book-Entry Shares terms hereof shall be so converted) be entitled deemed to receive, and Acquiror shall cause have been made in full satisfaction of rights pertaining to the Exchange Agent to pay and deliver as promptly as practicable after the Effective Time, the Merger Consideration that Company Common Stock evidenced by such holder is entitled to receive pursuant to Article II, and the Book Entry Shares of such holder shall forthwith be cancelledCertificates.

Exchange of Certificates. (a) As soon Pursuant to an agreement, to be entered into on or before the Closing Date among Bionova U.S., the Company, and such designee, Bionova U.S. shall designate a bank or trust company reasonably acceptable to the Company to act as reasonably practicable after exchange agent in the Merger (the "Exchange Agent") for purposes of effecting the exchange for the Merger Consideration of certificates that, immediately prior to the Effective Time, represented shares of Company Stock entitled to receive the Merger Consideration pursuant to Section 2.1 ("Certificates"). Upon the surrender to the Exchange Agent of each Certificate, together with the letter of transmittal contemplated by Section 2.3(f) duly completed and executed, the Exchange Agent shall mail to each holder of record of a Certificate immediately prior to the Effective Time whose shares of Company Common Stock were converted into the right to receive shares of Acquiror Common Stock pursuant to Section 2.1 a customary form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent) containing instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon proper surrender of a Certificate for exchange and cancellation to the Exchange Agent, together with a letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, pay the holder of such Certificate shall be entitled to receive the applicable Merger Consideration in exchange therefor the Merger Consideration that such holder has the right to receive in respect of the shares of Company Common Stock formerly represented by such Certificatetherefor, and such Certificate so surrendered shall forthwith be cancelled. Until so surrendered and exchanged, each such Certificate shall represent solely the right to receive the applicable Merger Consideration and any amounts to which the holder thereof is entitled pursuant to Sections 2.3(c) and (d). No interest will shall be paid or accrued for the benefit of holders of the Certificates accrue on the Merger Consideration. If the Merger Consideration payable (or any portion thereof) is to be delivered to any person other than the person in whose name the Certificate surrendered in exchange therefor is registered, it shall be a condition to such exchange that (i) the Certificate so surrendered shall be properly endorsed or otherwise be in proper form for transfer and (ii) the person requesting such exchange shall pay to the Exchange Agent any transfer or other Taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of the Certificate surrendered or establish to the satisfaction of the Exchange Agent that such Tax has been paid or is not applicable. Bionova U.S. may impose such other reasonable conditions upon the surrender exchange of Certificates as it may deem necessary or desirable and as are consistent with the Certificates. Notwithstanding anything to the contrary contained in provisions of this Agreement. Bionova U.S. Common Stock into which Company Stock shall be converted pursuant to this Agreement and the Merger shall be deemed to have been issued at the Effective Time; provided, however, that, subject to Applicable Law, no holder of Book-Entry Shares an unsurrendered Certificate shall be required entitled, until the surrender of such Certificate, to deliver a Certificate or an executed letter of transmittal to vote the Exchange Agent in order to receive the Merger Consideration that such holder is entitled to receive pursuant to Article II. In lieu thereof, each holder of record of Book-Entry Shares whose shares of Company Bionova U.S. Common Stock were converted into the right to receive shares of Acquiror Common which his or her Company Stock pursuant to Section 2.1 shall automatically upon the Effective Time (or, at any later time at which such Book-Entry Shares shall be so have been converted) be entitled to receive, and Acquiror shall cause the Exchange Agent to pay and deliver as promptly as practicable after the Effective Time, the Merger Consideration that such holder is entitled to receive pursuant to Article II, and the Book Entry Shares of such holder shall forthwith be cancelled.

Exchange of Certificates. (a) As soon as reasonably practicable after After the Effective Time, the Exchange Agent shall mail to each holder of record of a Certificate immediately prior to the Effective Time whose certificate formerly evidencing shares of Company Common Stock were which have been converted into the right to receive shares of Acquiror Common Stock pursuant to Section 2.1 a customary form of letter of transmittal (which shall specify that delivery shall be effected2.01(b), and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent) containing instructions for use in effecting the surrender of the Certificates in same to American Stock Transfer & Trust Company or another exchange for the Merger Consideration. Upon proper surrender of a Certificate for exchange agent selected by USF and cancellation reasonably satisfactory to the Company (the "Exchange Agent") as provided in Section 2.02(b) hereof, together with a letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor (i) a certificate or certificates representing the Merger Consideration that number of whole shares of USF Common Stock into which such holder has shares of Company Common Stock shall have been converted as provided in this Article II and (ii) as provided in Section 2.04, cash in lieu of any fractional share of USF Common Stock into which such shares of Company Common Stock would have otherwise been converted, without any interest thereon. Until so surrendered, each certificate formerly evidencing shares of Company Common Stock which have been so converted will be deemed for all corporate purposes of USF to evidence ownership of the right to receive in respect number of whole shares of USF Common Stock for which the shares of Company Common Stock formerly represented by thereby were exchanged and the right to receive cash as herein provided, without any interest thereon; PROVIDED, HOWEVER, that until such Certificate, and such Certificate certificate is so surrendered shall forthwith be cancelled. No interest will be paid or accrued for the benefit of holders of the Certificates on the Merger Consideration payable upon the surrender of the Certificates. Notwithstanding anything to the contrary contained in this Agreementsurrendered, no holder of Book-Entry Shares shall be required dividend payable to deliver a Certificate or an executed letter of transmittal to the Exchange Agent in order to receive the Merger Consideration that such holder is entitled to receive pursuant to Article II. In lieu thereof, each holder holders of record of Book-Entry Shares whose USF Common Stock as of any date subsequent to the Effective Time shall be paid to the holder of such certificate in respect of the shares of USF Common Stock evidenced thereby and such holder shall not be entitled to vote such shares of USF Common Stock. Upon surrender of a certificate formerly evidencing shares of Company Common Stock were converted into which have been so converted, there shall be paid to the right to receive shares record holder of Acquiror the certificates of USF Common Stock pursuant to Section 2.1 shall automatically upon issued in exchange therefor (i) at the time of such surrender, the amount of dividends and any other distributions with a record date after the Effective Time and theretofore paid with respect to such shares of USF Common Stock to the extent the same has not yet been paid to a public official pursuant to abandoned property, escheat or similar laws and (orii) at the appropriate payment date, at the amount of dividends and any later time at which such Book-Entry Shares shall be so converted) be entitled to receive, and Acquiror shall cause the Exchange Agent to pay and deliver as promptly as practicable other distributions with a record date after the Effective Time, Time but prior to surrender and a payment date subsequent to surrender payable with respect to such shares of USF Common Stock. No interest shall be payable with respect to the Merger Consideration that such holder is entitled to receive pursuant to Article II, and the Book Entry Shares payment of such holder shall forthwith be cancelleddividends or distributions.

Exchange of Certificates. (a) As soon From and after the Effective Time, each holder of an outstanding certificate or certificates ("Certificates") which represented BF Acquisition Group common stock or series A preferred stock, FundraisingDirect common stock or Imprints Plus common stock immediately prior to the Effective Time shall have the right to surrender each Certificate to the Acquiror (or at Acquiror's option, another exchange agent to be appointed by Acquiror), and receive in exchange for all Certificates held by such holder a certificate representing the number of whole shares of Acquiror Common Stock or Acquiror Preferred Stock into which the shares of BF Acquisition Group common stock or series A preferred stock, FundraisingDirect common stock or Imprints Plus common stock evidenced by the Certificates so surrendered shall have been converted pursuant to the provisions of Article II of this Agreement. The surrender of Certificates shall be accompanied by duly completed and executed Letters of Transmittal in such form as may be reasonably practicable specified by Acquiror. Until surrendered, each outstanding Certificate which prior to the Effective Time represented shares of BF Acquisition Group common stock or series A preferred stock, FundraisingDirect common stock or Imprints Plus common stock shall be deemed for all corporate purposes to evidence ownership of the number of whole shares of Acquiror Common Stock or Acquiror Preferred Stock into which the shares of BF Acquisition Group common stock or series A preferred stock, FundraisingDirect common stock or Imprints Plus common stock have been converted, subject to applicable dissenter's rights under Delaware Law, Florida Law and Section 2.2, have no other rights. Subject to dissenter's rights under Delaware Law, Florida Law and Section 2.2, from and after the Effective Time, the Exchange Agent holders of shares of BF Acquisition Group common stock or series A preferred stock, FundraisingDirect common stock or Imprints Plus common stock shall mail cease to each holder have any rights in respect of record such shares and their rights shall be solely in respect of a Certificate the Acquiror Common Stock or Acquiror Preferred Stock into which such shares have been converted. From and after the Effective Time, there shall be no further registration of transfers on the records of BF Acquisition Group common stock or series A preferred stock, FundraisingDirect common stock or Imprints Plus common stock outstanding immediately prior to the Effective Time whose shares of Company Common Stock were converted into the right to receive shares of Acquiror Common Stock pursuant to Section 2.1 a customary form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent) containing instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon proper surrender of a Certificate for exchange and cancellation to the Exchange Agent, together with a letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration that such holder has the right to receive in respect of the shares of Company Common Stock formerly represented by such Certificate, and such Certificate so surrendered shall forthwith be cancelled. No interest will be paid or accrued for the benefit of holders of the Certificates on the Merger Consideration payable upon the surrender of the Certificates. Notwithstanding anything to the contrary contained in this Agreement, no holder of Book-Entry Shares shall be required to deliver a Certificate or an executed letter of transmittal to the Exchange Agent in order to receive the Merger Consideration that such holder is entitled to receive pursuant to Article II. In lieu thereof, each holder of record of Book-Entry Shares whose shares of Company Common Stock were converted into the right to receive shares of Acquiror Common Stock pursuant to Section 2.1 shall automatically upon the Effective Time (or, at any later time at which such Book-Entry Shares shall be so converted) be entitled to receive, and Acquiror shall cause the Exchange Agent to pay and deliver as promptly as practicable after the Effective Time, the Merger Consideration that such holder is entitled to receive pursuant to Article II, and the Book Entry Shares of such holder shall forthwith be cancelled.

Exchange of Certificates. Within five (a5) As soon as reasonably practicable business days after the Effective Time, First Clover Leaf Financial shall take all steps necessary to cause the Exchange Agent shall to mail to each holder of record of a Certificate immediately prior or Certificates, a form letter of transmittal for return to the Effective Time whose Exchange Agent and instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration and cash in lieu of fractional shares of Company into which the CLFC Common Stock were represented by such Certificates shall have been converted into as a result of the right to receive shares of Acquiror Common Stock pursuant to Section 2.1 a customary form of Merger. The letter of transmittal (which shall be subject to the reasonable approval of CLFC) shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent) containing instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon Promptly upon proper surrender of a Certificate for exchange and cancellation to the Exchange Agent, together with a properly completed letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructionsexecuted, the holder of such Certificate shall be entitled to receive in exchange therefor therefor, as applicable, (i) a certificate representing that number of shares of First Clover Leaf Financial Common Stock (if any) to which such former holder of CLFC Common Stock shall have become entitled pursuant to the Merger Consideration provisions of Section 3.1.2, (ii) a check representing that amount of cash (if any) to which such former holder of CLFC Common Stock shall have become entitled pursuant to the provisions of Section 3.1.2, and (iii) a check representing the amount of cash (if any) payable in lieu of fractional shares of First Clover Leaf Financial Common Stock, which such former holder has the right to receive in respect of the shares Certificate surrendered pursuant to the provisions of Company Common Stock formerly represented by such Certificatethis Section 3.3.2, and such the Certificate so surrendered shall forthwith be cancelledcanceled. No interest will be paid or accrued for the benefit of holders of the Certificates on the Merger Consideration cash payable upon in lieu of fractional shares. Certificates surrendered for exchange by any person who is an "affiliate" of CLFC for purposes of Rule 145(c) under the surrender of the Certificates. Notwithstanding anything to the contrary contained in this Agreement, no holder of Book-Entry Shares Securities Act shall not be required to deliver a Certificate or an executed letter of transmittal to the Exchange Agent in order to receive the Merger Consideration that such holder is entitled to receive pursuant to Article II. In lieu thereof, each holder of record of Book-Entry Shares whose exchanged for certificates representing shares of Company First Clover Leaf Financial Common Stock were converted into until First Clover Leaf Financial or First Federal Financial has received the right to receive shares of Acquiror Common Stock pursuant to Section 2.1 shall automatically upon the Effective Time (or, at any later time at which such Book-Entry Shares shall be so converted) be entitled to receive, and Acquiror shall cause the Exchange Agent to pay and deliver as promptly as practicable after the Effective Time, the Merger Consideration that such holder is entitled to receive pursuant to Article II, and the Book Entry Shares written agreement of such holder shall forthwith be cancelledperson contemplated by Section 8.5.

Exchange of Certificates. (a) As soon as reasonably practicable after Prior to receiving any portion of the Effective TimeMerger Consideration, the Exchange Agent shall mail to each holder of record of a Certificate certificate or certificates that immediately prior to the Effective Time whose represented issued and outstanding shares of Company Common Stock were converted into (the right “Certificates”) shall have delivered to receive shares of Acquiror Common Stock pursuant to Section 2.1 the Paying Agent (i) a customary form of properly completed and duly executed letter of transmittal in a form and substance reasonably satisfactory to the Purchaser and the Paying Agent (which a “Letter of Transmittal”) and (ii) the Certificates held of record by such holder. Such Letter of Transmittal shall specify have been previously delivered by the Paying Agent to such holder along with instructions thereto and a notice to the effect that delivery of the Certificates shall be effected, and risk of loss and title to the Certificates shall pass, pass only upon delivery of the Certificates to the Exchange Paying Agent) containing instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon proper surrender of a Certificate for exchange and cancellation to the Exchange Paying Agent, together with a letter such Letter of transmittalTransmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructionsexecuted, the holder of such Certificate shall be entitled to receive in exchange therefor the consideration into which the shares represented by such Certificate shall have been converted pursuant to Section 2.5(a), and the Certificate so surrendered shall be canceled. If the portion of the Merger Consideration to be paid with respect to such shares is to be paid to a Person other than the Person in whose name the Certificate so surrendered is registered, it shall be a condition of exchange that such Certificate shall be properly endorsed or otherwise in proper form for transfer and that the Person requesting such exchange shall pay any transfer or other Taxes required by reason of the exchange to a Person other than the registered holder of such Certificate or establish to the reasonable satisfaction of the Company that such Tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.6, each Certificate shall be deemed as of the Effective Time of the Merger to represent only the right or the contingent right, as applicable, to receive receive, upon surrender of such Certificate in respect accordance with this Section 2.6(a), the portion of the Merger Consideration into which the shares of Company Common Stock formerly represented by such Certificate, and such Certificate so surrendered shall forthwith be cancelled. No interest will be paid or accrued for the benefit of holders of the Certificates on the Merger Consideration payable upon the surrender of the Certificates. Notwithstanding anything to the contrary contained in this Agreement, no holder of Book-Entry Shares shall be required to deliver a Certificate or an executed letter of transmittal to the Exchange Agent in order to receive the Merger Consideration that such holder is entitled to receive pursuant to Article II. In lieu thereof, each holder of record of Book-Entry Shares whose shares of Company Common Stock were have been converted into the right to receive shares of Acquiror Common Stock pursuant to Section 2.1 2.5(a). If any Certificate shall automatically upon the Effective Time (orhave been lost, at any later time at which such Book-Entry Shares shall be so converted) be entitled to receive, and Acquiror shall cause the Exchange Agent to pay and deliver as promptly as practicable after the Effective Timestolen or destroyed, the Paying Agent may, in its discretion and as a condition precedent to the issuance of any Merger Consideration that such holder is entitled to receive in respect thereof pursuant to Article IISection 2.5(a), and require the Book Entry Shares owner of such holder shall forthwith be cancelledlost, stolen or destroyed Certificate to provide an appropriate affidavit or indemnity agreement with respect to such Certificate.

Exchange of Certificates. (a) As soon as reasonably practicable after Prior to receiving any portion of the Effective TimeMerger Consideration, the Exchange Agent shall mail to each holder of record of a Certificate certificate or certificates that immediately prior to the Effective Time whose represented issued and outstanding shares of Company Common Stock were converted into (the right “Certificates”) shall have delivered to receive shares of Acquiror Common Stock pursuant to Section 2.1 the Paying Agent (i) a customary form of properly completed and duly executed letter of transmittal in a form and substance reasonably satisfactory to the Paying Agent and the Purchaser (which a “Letter of Transmittal”) and (ii) the Certificates held of record by such holder. Such Letter of Transmittal shall specify have been previously delivered by the Paying Agent to such holder along with instructions thereto and a notice providing that delivery of the Certificates shall be effected, and that risk of loss and title to the Certificates shall pass, pass only upon delivery of the Certificates to the Exchange Paying Agent) containing instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon proper surrender of a Certificate for exchange and cancellation to the Exchange Paying Agent, together with a letter such Letter of transmittalTransmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructionsexecuted, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration that such holder has the right to receive in respect of into which the shares of Company Common Stock formerly represented by such CertificateCertificate shall have been converted pursuant to Section 2.5(a), and such the Certificate so surrendered shall forthwith be cancelledcanceled. No interest will be paid or accrued for If the benefit portion of holders of the Certificates on the Merger Consideration payable upon to be paid with respect to such shares is to be paid to a Person other than the surrender Person in whose name the Certificate so surrendered is registered, it shall be a condition of exchange that such Certificate shall be properly endorsed or otherwise in proper form for transfer, and that the Person requesting such exchange shall pay any transfer or other Taxes required by reason of the Certificates. Notwithstanding anything exchange to a Person other than the registered holder of such Certificate or establish to the contrary contained in reasonable satisfaction of the Paying Agent that such Tax has been paid or is not applicable. Until surrendered as contemplated by this AgreementSection 2.6(a), no holder of Book-Entry Shares each Certificate shall be required deemed as of the Effective Time to deliver a Certificate or an executed letter of transmittal to the Exchange Agent in order to receive the Merger Consideration that such holder is entitled to receive pursuant to Article II. In lieu thereof, each holder of record of Book-Entry Shares whose shares of Company Common Stock were converted into represent only the right to receive shares of Acquiror Common Stock pursuant to Section 2.1 shall automatically upon the Effective Time (or, at any later time at which such Book-Entry Shares shall be so converted) be entitled to receive, and Acquiror shall cause the Exchange Agent to pay and deliver as promptly as practicable after the Effective Timeupon surrender of such Certificate in accordance with this Section 2.6(a), the Merger Consideration that such holder is entitled to receive into which the shares of Common Stock shall have been converted pursuant to Article IISection 2.5(a). If any Certificate shall have been lost, stolen or destroyed, the Paying Agent may, in its discretion and as a condition precedent to the Book Entry Shares issuance of any Merger Consideration in respect thereof pursuant to Section 2.5(a), require the owner of such holder shall forthwith be cancelledlost, stolen or destroyed Certificate to provide an appropriate affidavit or indemnity agreement with respect to such Certificate.

Exchange of Certificates. (a) As soon promptly as reasonably practicable after the Effective Time, the Exchange Agent shall mail or deliver to each holder of record of a Certificate certificate or certificates which immediately prior to the Effective Time represented outstanding shares of ATMI Common Stock whose shares of Company Common Stock were converted into the right to receive shares of Acquiror Holdings Common Stock pursuant to Section 2.1 1.9 hereof and the Certificate of Merger, (i) a customary form of letter of transmittal (which shall specify that delivery shall be effected, and risk of risk, loss and title to the Certificates such certificates shall pass, only upon delivery of the Certificates certificates to the Exchange AgentAgent and shall be in such form and have such other provisions as Holdings may reasonably specify) containing and (ii) instructions for use in effecting the surrender of the Certificates such certificates in exchange for the Merger Considerationa certificate representing Holdings Common Stock. Upon proper surrender of a Certificate certificate for exchange and cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Holdings, together with such letter of transmittal, duly executed, such agent shall promptly deliver in accordance with the instructions properly contained in such letter of transmittal a certificate for the number of shares of Holdings Common Stock to which such holder is entitled pursuant to Section 1.9. (b) At the Effective Time, each holder of an outstanding certificate or certificates for shares of ATMI Common Stock shall cease to have any rights as a stockholder of ATMI. Each such holder of an outstanding certificate or certificates for shares of ATMI Common Stock converted in the Merger, upon surrender of each such certificate to the Exchange Agent, together with a letter shall receive promptly in exchange for each such certificate the shares of transmittal, duly completed and validly executed in accordance with the instructions thereto, and Holdings Common Stock to which such other documents as may be required holder is entitled pursuant to Section 1.9 of this Agreement. Pending such instructionssurrender and exchange, such holder's certificate or certificates for shares of ATMI Common Stock shall be deemed for all corporate purposes, by virtue of the Merger and without any action on the part of the holder thereof, to evidence only the right to receive the shares of Holdings Common Stock provided for under this Agreement. Unless and until any such outstanding certificates for shares of ATMI Common Stock shall be so surrendered, no dividend (cash or stock) payable to holders of record of shares of Holdings Common Stock as of A-11 12 any date subsequent to the Effective Time shall be paid to the holder of any such Certificate outstanding certificate, but upon such surrender of such outstanding certificate there shall be entitled paid to receive the record holder of the certificate for shares of Holdings Common Stock issued in exchange therefor the Merger Consideration amount of dividends, if any, without interest and less any taxes which may have been imposed thereon, that such holder has have theretofore become payable with respect to the right to receive in respect number of the those shares of Company Holdings Common Stock formerly represented by such Certificate, certificate issued upon such surrender and such Certificate so surrendered shall forthwith be cancelledexchange. No interest will be paid or accrued for the benefit of holders of the Certificates on the Merger Consideration payable upon the surrender of the Certificates. Notwithstanding anything to the contrary contained in this Agreement, no holder of Book-Entry Shares shall be required to deliver a Certificate or an executed letter of transmittal to the Exchange Agent in order to receive the Merger Consideration that such holder is entitled to receive pursuant to Article II. In lieu thereof, each holder of record of Book-Entry Shares whose shares of Company Common Stock were converted into the right to receive shares of Acquiror Common Stock pursuant to Section 2.1 shall automatically upon the Effective Time (or, at any later time at which such Book-Entry Shares shall be so converted) be entitled to receive, and Acquiror shall cause the Exchange Agent to pay and deliver as promptly as practicable after the Effective Time, the Merger Consideration that such holder is entitled to receive pursuant to Article II, and the Book Entry Shares of such holder shall forthwith be cancelled1.12.

Exchange of Certificates. (a) As soon Following the date hereof, the parties will engage Xxxxxxxxx Shaham Trusts Ltd. (the “Paying Agent”), to act as reasonably practicable after Paying Agent under this Agreement for the purpose of effecting the exchange of consideration for Company certificates that, immediately prior to the Effective Time, represented Company Shares entitled to payment pursuant to ‎Section 2.3. Promptly following the Effective Time, the Exchange Paying Agent shall mail send to each Equityholder a Letter of Transmittal, together with instructions for the completion and return thereof. The Paying Agent shall pay each holder of record certificates representing Company Shares who has surrendered his, her or its certificates representing such Company Shares, together with a duly executed and completed letter of transmittal substantially in the form which will be reasonably agreed between the Parties (“Letter of Transmittal”), and, with respect to Company Shareholders who are individuals and residents in a Certificate immediately prior jurisdiction that follows the community property regime, a duly executed Spousal Consent, the amount of Purchaser Share Consideration to which he, she or it is entitled under ‎Section 2.3 as of the Effective Time whose shares (to avoid doubt, excluding any Post-Closing Payment Amounts or Earn-out Payment Amounts), which amount shall be transferred to the Paying Agent within two Business Days after the later of Company Common Stock were converted into (A) the Effective Time and (B) the date on which the Paying Agent receives such Equityholder’s duly completed Letter of Transmittal, certificate(s) and other documents, if any, reasonably required by the Paying Agent for the purposes of making such transfer (“Transmittal Documents”). Until so surrendered and exchanged, each such certificate shall represent solely the right to receive shares the applicable portion of Acquiror Common Stock the Merger Consideration pursuant to Section 2.1 ‎Section 2.3. Notwithstanding the foregoing, if any such certificate shall have been lost, stolen or destroyed, then, upon the making of an affidavit of such fact and the granting of a customary form of letter of transmittal (which standard indemnity with respect thereto by the Person claiming such certificate to be lost, stolen or destroyed, the Paying Agent shall specify that delivery shall be effecteddisburse, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent) containing instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon proper surrender of a Certificate for exchange and cancellation to the Exchange Agentsuch lost, together with a letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructionsstolen or destroyed certificate, the holder applicable portion of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration that such holder has the right to receive be paid in respect of the shares of Company Common Stock formerly Shares represented by such Certificate, and such Certificate so surrendered shall forthwith be cancelled. No interest will be paid or accrued for the benefit of holders of the Certificates on the Merger Consideration payable upon the surrender of the Certificates. Notwithstanding anything to the contrary contained in this Agreement, no holder of Book-Entry Shares shall be required to deliver a Certificate or an executed letter of transmittal to the Exchange Agent in order to receive the Merger Consideration that such holder is entitled to receive certificate pursuant to Article II. In lieu thereof‎Section 2.3, each holder of record of Book-Entry Shares whose shares of Company Common Stock were converted into the right to receive shares of Acquiror Common Stock pursuant to Section 2.1 shall automatically upon the Effective Time (or, at any later time at which such Book-Entry Shares shall be so converted) be entitled to receive, and Acquiror shall cause the Exchange Agent to pay and deliver as promptly as practicable after the Effective Time, the Merger Consideration that such holder is entitled to receive pursuant to Article II, and the Book Entry Shares of such holder shall forthwith be cancelledcontemplated by this ‎Section 2.8(a).

Exchange of Certificates. (a) As At or as soon as reasonably practicable after the Effective Time, BankBoston N.A. or its designee (the Exchange Agent shall mail to each holder of record of a Certificate immediately prior "Disbursement Agent") will send to the Effective Time whose shares holders of Company Common Stock were converted into the right to receive shares of Acquiror Common Stock pursuant to Section 2.1 Certificates: (i) a customary form of letter of transmittal in customary form and containing such provisions as Parent may reasonably specify and (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agentii) containing instructions for use in effecting the surrender of the Company Stock Certificates in exchange for the Merger Consideration. Upon proper surrender of a Company Stock Certificate for exchange and cancellation to the Exchange AgentDisbursement Agent for exchange, together with a duly executed letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, transmittal and such other documents as may be reasonably required pursuant to such instructionsby Parent or the Disbursement Agent, the holder of such Company Stock Certificate shall be entitled to receive in exchange therefor the Merger Consideration that such holder has the right to receive in respect pursuant to the provisions of the shares of Company Common Stock formerly represented by such CertificateSection 1.5 above, and such the Company Stock Certificate so surrendered shall forthwith be cancelledcanceled. No interest will be paid or accrued for the benefit of holders of the Certificates on the Merger Consideration cash payable upon the surrender of the Company Stock Certificates. Notwithstanding anything If payment is to be made to a person other than the person in whose name the Company Stock Certificate surrendered is registered, it shall be a condition of payment that the Company Stock Certificate so surrendered be properly endorsed or otherwise be in proper form for transfer and that the person requesting such payment pay any transfer or other taxes required by reason of the payment to a person other than the registered holder of the Company Stock Certificate surrendered or establish to the contrary contained in satisfaction of the Surviving Corporation that such tax has been paid or is not applicable. Until surrendered as contemplated by this AgreementSection 1.8, no holder of Book-Entry Shares each Company Stock Certificate shall be required to deliver a Certificate or an executed letter of transmittal to the Exchange Agent in order to receive the Merger Consideration that such holder is entitled to receive pursuant to Article II. In lieu thereofdeemed, each holder of record of Book-Entry Shares whose shares of Company Common Stock were converted into the right to receive shares of Acquiror Common Stock pursuant to Section 2.1 shall automatically upon the Effective Time (or, at any later time at which such Book-Entry Shares shall be so converted) be entitled to receive, from and Acquiror shall cause the Exchange Agent to pay and deliver as promptly as practicable after the Effective Time, to represent only the right to receive upon such surrender the Merger Consideration as contemplated by this Section 1. If any Company Stock Certificate shall have been lost, stolen or destroyed, Parent may, in its discretion and as a condition precedent to the delivery of the Merger Consideration, require the owner of such lost, stolen or destroyed Company Stock Certificate to provide an appropriate affidavit and to deliver a bond (in such sum as Parent may reasonably direct) as indemnity against any claim that may be made against Parent or the Surviving Corporation with respect to such holder is Company Stock Certificate. As of the Effective Time, the Company shall deposit with the Disbursement Agent (or an escrow agent affiliated with the Disbursement Agent) the total amount of the Deposit. (The Company shall be entitled to receive all interest and other amounts earned on the Deposit and such amounts shall not be applied to the Aggregate Merger Consideration.) As of the Effective Time, Parent shall deposit with the Disbursement Agent (or an escrow agent affiliated with the Disbursement Agent) the total amount of the Initial Merger Consideration plus the BFC Net Proceeds (subject to any applicable reserves) plus the Option Exercise Proceeds plus the Contingent Asset Distribution Amount at the Effective Time (subject to any applicable reserves) plus the Unrestricted Cash minus the Company Transaction Expenses and minus the Option Cancellation Amount, net of the Deposit and net of any amount deposited for use by the Shareholders' Representative pursuant to Article IISection 4.10(b) (such amount, being hereinafter referred to as the "Disbursement Fund"). The Disbursement Fund shall be distributed pursuant to an agreement by and among Parent and the Book Entry Shares of such holder shall forthwith be cancelledDisbursement Agent in a form reasonably satisfactory to the Company (the "Disbursement Agent Agreement").

Exchange of Certificates. (a) As soon as reasonably practicable after the Effective Time, the Exchange Agent shall mail to each holder of record of a Certificate immediately an outstanding certificate or certificates which prior to the Effective Time whose thereto represented shares of Company Common Stock were converted into shall, upon surrender to the right to receive shares Exchange Agent of Acquiror Common Stock pursuant to Section 2.1 a customary form of such certificate(s) and acceptance thereof by the Exchange Agent (together with the letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent) containing instructions for use described in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon proper surrender of a Certificate for exchange and cancellation to the Exchange Agent, together with a letter of transmittalSection 2.2(b), duly completed and validly executed in accordance with the instructions theretoexecuted, and such other documents as may reasonably be required pursuant to such instructionsby the Exchange Agent), the holder of such Certificate shall be entitled to receive in exchange therefor the amount of the Merger Consideration that such holder has into which the right to receive in respect number of the shares of Company Common Stock formerly previously represented by such Certificate, and such Certificate certificate(s) so surrendered shall forthwith have been converted pursuant to this Agreement. After the Effective Time, there shall be cancelledno further transfer on the records of the Company or its transfer agent of certificates representing shares of Company Common Stock which have been converted pursuant to this Agreement into the right to receive the Merger Consideration, and if such certificates are presented for transfer, they shall be canceled against delivery of the Merger Consideration. If the Merger Consideration is to be delivered to any person other than the person in whose name the certificate(s) representing shares of Company Common Stock surrendered for exchange is registered, it shall be a condition of such exchange that the certificate(s) so surrendered shall be properly endorsed with the signature guaranteed or otherwise in proper form for transfer, and that the person requesting such exchange shall pay to the Exchange Agent any transfer or other taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder thereof, or shall establish to the satisfaction of the Exchange Agent that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.2(a), each certificate which, prior to the Effective Time, represented outstanding shares of Company Common Stock (other than shares canceled pursuant to Section 1.8(b), shares of Restricted Stock not converted into the Merger Consideration pursuant to Section 1.8(d) and Dissenting Shares) shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration in accordance with Section 1.8. No interest will be paid or accrued for the benefit of holders of the Certificates will accrue on the any cash payable as Merger Consideration payable upon the surrender of the Certificates. Notwithstanding anything to the contrary contained in this Agreement, no any holder of Book-Entry Shares shall be required to deliver a Certificate or an executed letter of transmittal to the Exchange Agent in order to receive the Merger Consideration that such holder is entitled to receive pursuant to Article II. In lieu thereof, each holder of record of Book-Entry Shares whose shares of Company Common Stock were converted into the right to receive shares of Acquiror Common Stock pursuant to Section 2.1 shall automatically upon the Effective Time (or, at any later time at which such Book-Entry Shares shall be so converted) be entitled to receive, and Acquiror shall cause the Exchange Agent to pay and deliver as promptly as practicable after the Effective Time, the Merger Consideration that such holder is entitled to receive pursuant to Article II, and the Book Entry Shares of such holder shall forthwith be cancelledStock.

Exchange of Certificates. At the Closing, (a) As soon the Stockholders' Committee shall deliver to Purchaser certificates evidencing the Shares held by the Principal Stockholders duly endorsed in blank, or accompanied by valid stock powers duly executed in blank, and (b) Purchaser shall deliver (i) to the Stockholders' Committee for the benefit of the Equityholders, by wire transfer of immediately available funds to such bank account as reasonably practicable after the Effective TimeStockholders' Committee shall specify by written notice to Purchaser delivered before the Closing Date, the Exchange Agent shall mail to each holder of record of a Certificate immediately prior Net Closing Amount, and (ii) to the Effective Time whose shares of Company Common Stock were converted into Escrow Agent the right to receive shares of Acquiror Common Stock pursuant to Section 2.1 a customary form of letter of transmittal (Escrow Amount, which shall specify that delivery secure the payment of the Principal Stockholders' indemnification obligations hereunder and which shall be effected, held in escrow and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent) containing instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon proper surrender of a Certificate for exchange and cancellation to the Exchange Agent, together with a letter of transmittal, duly completed and validly executed disbursed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration that such holder has the right to receive in respect terms of the shares of Company Common Stock formerly represented by such Certificate, and such Certificate so surrendered shall forthwith be cancelledEscrow Agreement. No interest will be paid or accrued for the benefit of on any sums payable to holders of certificates representing Shares. Until surrendered in accordance with the Certificates on the Merger Consideration payable upon the surrender provisions of the Certificates. Notwithstanding anything to the contrary contained in this Agreement, no holder of Book-Entry Shares shall be required to deliver a Certificate or an executed letter of transmittal to the Exchange Agent in order to receive the Merger Consideration that such holder is entitled to receive pursuant to Article II. In lieu thereofSection 2.10, each holder of record of Book-Entry Shares whose shares of Company Common Stock were converted into stock certificate representing a Share shall represent for all purposes only the right to receive shares the merger consideration described in Section 2.5, without interest. Other than the payments to the Stockholders' Committee of Acquiror Common Stock the Net Closing Amount and to the Escrow Agent of the Escrow Amount pursuant to this Section 2.10, and the payment to the Stockholders' Committee of the IBNR Adjustment pursuant to Section 2.1 2.7, if applicable, Purchaser shall automatically upon have no liability or obligation whatsoever with respect to the Effective Time (or, at any later time at which payment to Equityholders for such Book-Entry Shares shall be so converted) be entitled to receive, and Acquiror shall cause Equityholders' allocated share of the Exchange Agent to pay and deliver as promptly as practicable after the Effective TimeNet Closing Amount, the Merger Consideration that such holder is entitled to receive pursuant to Article II, and Escrow Amount or the Book Entry Shares of such holder shall forthwith be cancelledIBNR Adjustment.

Exchange of Certificates. (a) As soon as reasonably practicable Promptly after the Effective Time, the Exchange Company shall cause the Paying Agent shall to mail or otherwise deliver to each holder Equity Holder of record as of a Certificate the Effective Time of certificates or Restricted Stock Awards or Warrants which immediately prior to the Effective Time whose represented shares of Company Common Stock were converted into Stock, Preferred Stock, or Warrants, respectively (collectively, the right to receive shares of Acquiror Common Stock pursuant to Section 2.1 “Certificates”) a customary form of letter of transmittal in the form attached hereto as Exhibit E (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange AgentPaying Agent (if such Certificates represent shares of Preferred Stock or Common Stock or Warrants) containing or to the Company (if such Certificates represent Warrants)), and instructions for use in effecting the surrender of the Certificates in exchange for the Merger Considerationand payment therefor. Upon proper surrender to the Paying Agent or the Company, as applicable, of a Certificate for exchange and cancellation to the Exchange Agentor an Affidavit of Lost Certificate (as defined below), together with a such letter of transmittal, duly transmittal properly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructionsduly executed, the holder of such Certificate shall be entitled to receive in exchange therefor the applicable portion of the Common Stock Merger Consideration, Preferred Stock Merger Consideration that such holder has or the right Warrant Merger Consideration, as applicable (after giving effect to receive any required Tax withholdings pursuant to Section 3.6(f)), in respect accordance with the terms of this Agreement and the shares of Company Common Stock formerly represented by such Certificate, and such Allocation Statement. Each Certificate so surrendered shall forthwith be cancelled. No interest will be paid or accrued for All payments of Common Stock Merger Consideration, the benefit of holders of Preferred Stock Merger Consideration, and the Certificates on the Warrant Merger Consideration payable upon the surrender with respect to such cancelled Certificates or Affidavits of the Certificates. Notwithstanding anything to the contrary contained in this Agreement, no holder of Book-Entry Shares Lost Certificate shall be required to deliver a Certificate made by the Paying Agent or an executed letter of transmittal to the Exchange Agent in order to receive the Merger Consideration that such holder is entitled to receive pursuant to Article II. In lieu thereofCompany, each holder of record of Book-Entry Shares whose shares of Company Common Stock were converted into the right to receive shares of Acquiror Common Stock pursuant to Section 2.1 shall automatically upon the Effective Time (orrespectively, at any later time at which such Book-Entry Shares shall be so converted) be entitled to receive, and Acquiror shall cause the Exchange Agent to pay and deliver as promptly as reasonably practicable in accordance with Section 3.6(a). If, after the Effective Time, any Certificate is presented to the Merger Consideration that such holder is entitled to receive pursuant to Article IISurviving Corporation or Parent, it shall be cancelled and exchanged as provided in this Section 3.6. No interest shall be paid or accrued on any amount payable upon due surrender of the Book Entry Shares of such holder shall forthwith be cancelledCertificates.

Exchange of Certificates. (a) As soon as reasonably practicable after Letter of Transmittal – Capital Stock. Not later than five (5) business days following the Effective Time, the Exchange Agent Parent shall mail mail, or cause to be mailed, to each record holder of record of a Certificate Company Capital Stock immediately prior to the Effective Time whose shares of Company Common Stock were converted into the right to receive shares of Acquiror Common Stock pursuant to Section 2.1 Time: (i) a customary form of letter of transmittal to be mutually agreed to by Parent and the Company (which shall specify that delivery of Company Stock Certificates shall be effected, and risk of loss and title to the Company Stock Certificates shall pass, only upon delivery of the such Company Stock Certificates to Parent, and a provision whereby such holder agrees to be bound by the Exchange Agentprovisions of Articles 5 and 6 and Section 10.1, including, without limitation, an acknowledgement that the Stockholders’ Agent has signed the Stockholders’ Agreement on behalf of the Eligible Stockholders, and an agreement to be bound by the terms thereof) containing (a “Letter of Transmittal”); and (ii) instructions for use in effecting the surrender exchange of the Company Stock Certificates in exchange for the Merger ConsiderationConsideration payable with respect to such Company Capital Stock. Upon proper the surrender to Parent of a Company Stock Certificate for exchange and cancellation to the Exchange Agent(or an indemnity agreement as described in Section 1.11(d)), together with a letter duly executed Letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructionsTransmittal, the holder of such Company Stock Certificate shall be entitled to receive in exchange therefor the Merger Consideration that such holder has the right to receive in respect of the shares of Company Common Stock formerly represented by such Certificatepursuant to this Agreement, and such the Company Stock Certificate so surrendered shall forthwith be cancelledcanceled. No interest will be paid or accrued for From and after the benefit of holders of the Certificates on the Merger Consideration payable upon the surrender of the Certificates. Notwithstanding anything Effective Time, each Company Stock Certificate which prior to the contrary contained in this Agreement, no holder Effective Time represented shares of Book-Entry Shares Company Capital Stock shall be required deemed to deliver a Certificate or an executed letter of transmittal to represent only the Exchange Agent in order right to receive the Merger Consideration that payable with respect to such holder is entitled to receive pursuant to Article II. In lieu thereofshares, each and the holder of record of Book-Entry Shares whose each such Company Stock Certificate shall cease to have any rights with respect to the shares of Company Common Capital Stock were converted into formerly represented thereby. Parent shall have the right option of appointing an exchange agent approved by the Stockholders’ Agent, which approval shall not be unreasonably withheld or delayed, to receive shares carry out the provisions of Acquiror Common Stock pursuant to this Section 2.1 shall automatically upon the Effective Time (or, at any later time at which such Book-Entry Shares shall be so converted) be entitled to receive, and Acquiror shall cause the Exchange Agent to pay and deliver as promptly as practicable after the Effective Time, the Merger Consideration that such holder is entitled to receive pursuant to Article II, and the Book Entry Shares of such holder shall forthwith be cancelled1.11.

Exchange of Certificates. (a) As soon as reasonably practicable after the Effective Time, the Exchange Agent shall mail to each holder of record of a Certificate immediately prior to the Effective Time whose shares of Company Common Stock were converted into the right to receive shares of Acquiror Common Stock pursuant to Section 2.1 a customary form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent) containing instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon proper surrender of a Certificate for exchange and cancellation to the Exchange Agent, together with a letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration that such holder has the right to receive in respect of the shares of Company Common Stock formerly represented by such Certificate, and such Certificate so surrendered shall forthwith be cancelled. No interest will be paid or accrued for the benefit of holders of the Certificates on the Merger Consideration payable upon the surrender of the Certificates. Notwithstanding anything to the contrary contained in this Agreement, no holder of Book-Entry Shares shall be required to deliver a Certificate or an executed letter of transmittal to the Exchange Agent in order to receive the Merger Consideration that such holder is entitled to receive pursuant to Article II. In lieu thereof, each holder of record of Book-Entry Shares whose shares of Company Common Stock were converted into the right to receive shares of Acquiror Common Stock pursuant to Section 2.1 shall automatically upon the Effective Time (or, at any later time at which such Book-Entry Shares shall be so converted) be entitled to receive, and Acquiror shall cause the Exchange Agent to pay and deliver as promptly as practicable after the Effective TimeDate, each holder of an outstanding certificate or certificates that prior thereto represented shares of Target Common Stock shall surrender the Merger Consideration same to ChaseMellon Shareholder Services, L.L.C., exchange agent for all such holders (the "Exchange Agent"), and such holders shall be entitled upon such surrender to receive in exchange therefor certificates representing the number of whole shares of Parent Common Stock into which the shares theretofore represented by the certificate or certificates so surrendered shall have been converted. Adoption of this Agreement by the shareholders of Target shall constitute ratification of the appointment of such Exchange Agent. Until so surrendered, each outstanding certificate that, prior to the Effective Date, represented Target Common Stock, shall be deemed for all corporate purposes (except the payment of dividends) to evidence ownership of the number of whole shares of Parent Common Stock into which the shares of Target Common Stock represented thereby prior to such Effective Date shall have been converted. After the Effective Date and until the outstanding certificates formerly representing shares of Target Common Stock are so surrendered, no dividend payable to holders of record of the Parent Common Stock shall be paid to the holders of such outstanding Target certificates in respect thereof. Upon surrender of such outstanding certificates, however, there shall be paid to the holders of the certificates for Parent Common Stock issued in exchange therefor the amount of dividends, if any, that theretofore became payable with respect to such full shares of Parent Common Stock, but that have not theretofore been paid on such stock. No interest shall be payable with respect to the payment of any dividends. The holder is of a fractional share interest, as such, shall only be entitled to receive pursuant a cash distribution as provided in Section 2.5 and shall not be entitled to Article IIany dividends, and or to any distribution ----------- in the Book Entry Shares event of a liquidation, or to any voting or other privileges of a shareholder of Parent in respect of such holder shall forthwith be cancelledfractional share interest.

Exchange of Certificates. (a) As soon From and after the Effective Time, a bank or trust company to be designated by Parent shall act as reasonably practicable exchange agent (the "Exchange Agent") in effecting the exchange of the Merger Price for certificates which prior to the Effective Time represented Shares and which as of the Effective Time represent the right to receive the Merger Price (the "Certificates"). Promptly after the Effective Time, the Exchange Agent shall mail to each record holder of record of Certificates a Certificate immediately prior to the Effective Time whose shares of Company Common Stock were converted into the right to receive shares of Acquiror Common Stock pursuant to Section 2.1 a customary form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent) containing instructions for use in effecting surrendering such Certificates and receiving the Merger Price therefor in a form approved by Parent and the Company. At or prior to the Effective Time, the Purchaser shall deposit in trust with the Exchange Agent immediately available funds in an amount sufficient to pay the Merger Price for all such Shares to the Company's stockholders as contemplated by this Section 2.3. Upon the surrender of each Certificate and the Certificates issuance and delivery by the Exchange Agent of the Merger Price for the Shares represented thereby in exchange for the Merger Consideration. Upon proper surrender of a Certificate for exchange and cancellation to the Exchange Agent, together with a letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructionstherefor, the holder of such Certificate shall forthwith be entitled to receive in exchange therefor the Merger Consideration that such holder has canceled. Until so surrendered and exchanged, each Certificate shall represent solely the right to receive in respect the Merger Price for the Shares represented thereby, without any interest thereon. Upon the surrender and exchange of such an outstanding Certificate, the shares holder thereof shall receive the Merger Price multiplied by the number of Company Common Stock formerly Shares represented by such Certificate, and such Certificate so surrendered shall forthwith be cancelledwithout any interest thereon. No interest will If any cash is to be paid or accrued for to a name other than that in which the benefit of holders of the Certificates on the Merger Consideration payable upon the surrender of the Certificates. Notwithstanding anything to the contrary contained Certificate surrendered in this Agreementexchange therefor is registered, no holder of Book-Entry Shares it shall be required a condition to deliver a Certificate such payment or an executed letter of transmittal exchange that the person requesting such payment or exchange shall pay to the Exchange Agent in order any transfer or other taxes required by reason of the payment of such cash to receive a name other than that of the Merger Consideration that such holder is entitled to receive pursuant to Article II. In lieu thereof, each registered holder of record the Certificate surrendered, or such person shall establish to the satisfaction of Book-Entry Shares whose shares of Company Common Stock were converted into the right to receive shares of Acquiror Common Stock pursuant to Section 2.1 shall automatically upon the Effective Time (or, at any later time at which such Book-Entry Shares shall be so converted) be entitled to receive, and Acquiror shall cause the Exchange Agent that such tax has been paid or is not applicable. Notwithstanding the foregoing, neither the Exchange Agent nor any party hereto shall be liable to pay and deliver as promptly as practicable after the Effective Time, a holder of Certificates for any part of the Merger Consideration that such holder is entitled Price payments made to receive a public official pursuant to Article IIapplicable abandoned property, and the Book Entry Shares of such holder shall forthwith be cancelledescheat or similar laws.

Exchange of Certificates. (a) As soon as reasonably practicable after Immediately following the Effective Time, the Exchange Agent Holdco shall mail make available to each record holder who, as of the Effective Time, was a holder of record of a Certificate an outstanding certificate or certificates which immediately prior to the Effective Time whose shares of represented Company Common Stock were converted into (the right to receive shares of Acquiror Common Stock pursuant to Section 2.1 “Certificate” or “Certificates”), a customary form of letter of transmittal and instructions (which shall specify that delivery “Letter of Transmittal”) for use in effecting the surrender of the Certificates for conversion thereof. Delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to Holdco and the Exchange Agent) containing instructions for use in effecting the surrender form of the Certificates in exchange for the Merger ConsiderationLetter of Transmittal shall so reflect. Upon proper surrender to Holdco of a Certificate for exchange and cancellation to the Exchange AgentCertificate, together with a letter such Letter of transmittal, Transmittal duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructionsexecuted, the holder of such Certificate shall be entitled to receive in exchange therefor one or more certificates as requested by the Merger Consideration holder (properly issued, executed and countersigned, as appropriate) representing that number of shares of fully paid and nonassessable shares of Holdco Common Stock to which such holder has the right to receive in respect of the shares of Company Common Stock formerly represented by such Certificate, shall have become entitled pursuant to the provisions of Section 1.8 hereof and such the Certificate so surrendered shall forthwith be cancelledcanceled. No interest will be paid or accrued for the benefit of holders of the Certificates on the Merger Consideration consideration payable upon the surrender of the Certificates. Notwithstanding anything If any portion of the consideration to be received upon exchange of a Certificate is to be issued or paid to a person other than the person in whose name the Certificate surrendered in exchange therefor is registered, it shall be a condition of such issuance and payment that the Certificate so surrendered shall be properly endorsed or otherwise in proper form for transfer and that the person requesting such exchange shall pay in advance any transfer or other taxes required by reason of the issuance of a certificate for Holdco Common Stock to such other person, or established to the contrary contained in this Agreement, no holder satisfaction of Book-Entry Shares shall be required to deliver a Certificate or an executed letter of transmittal to the Exchange Agent in order to receive the Merger Consideration Holdco that such holder tax has been paid or that such tax is entitled to receive pursuant to Article IInot applicable. In lieu thereofFrom the Effective Time until surrender in accordance with the provisions of this Section 1.9, each holder of record of Book-Entry Shares whose shares of Company Common Stock were converted into Certificate shall represent for all purposes only the right to receive the consideration provided in Section 1.8. All payments of respective shares of Acquiror Holdco Common Stock pursuant to Section 2.1 shall automatically that are made upon surrender of Certificates in accordance with the Effective Time (or, at any later time at which such Book-Entry Shares terms hereof shall be so converted) be entitled deemed to receive, and Acquiror shall cause have been made in full satisfaction of rights pertaining to the Exchange Agent to pay and deliver as promptly as practicable after the Effective Time, the Merger Consideration that Company Common Stock evidenced by such holder is entitled to receive pursuant to Article II, and the Book Entry Shares of such holder shall forthwith be cancelledCertificates.

Exchange of Certificates. (a) As soon At the Closing, certificates (the "Certificates") representing all of the issued and outstanding shares of Company Common Stock shall be surrendered for cancellation and termination in the Merger. At the Effective Time, each Certificate shall be canceled in exchange for the amount in cash and a certificate representing the number of whole shares of Parent Common Stock (other than the Escrow Shares, as reasonably practicable defined below) into which the Company Common Stock evidenced by the Certificates so surrendered shall have been converted pursuant to Section 2.2(a) of this Agreement. Such certificates representing shares of Parent Common Stock will be delivered to the Shareholders within ten (10) business days after the Closing. The cash component of the Initial Merger Consideration shall, at Closing, be wired to an account designated by the Shareholder Representatives (as such term is defined in the Escrow Agreement) for further distribution by the Shareholder Representatives pro rata to the Shareholders (as herein defined) in the amounts set forth on Schedule 2.2 attached hereto, less any expenses allocated to the Shareholders pursuant to Section 7.5. The surrender of Certificates shall be accompanied by duly completed and executed Letters of Transmittal in the form of Exhibit B attached hereto. Until surrendered, each outstanding Certificate which prior to the Effective Time represented shares of Company Common Stock shall be deemed for all corporate purposes to evidence ownership of (A) the number of whole shares of Parent Common Stock into which the shares of Company Common Stock have been converted and (B) the amount of cash issuable upon conversion of such shares of Company Common Stock, but shall, subject to applicable appraisal rights under the UBCA and Section 2.2(e), have no other rights. Subject to appraisal rights under the UBCA and Section 2.2(e), from and after the Effective Time, the Exchange Agent shall mail to each holder holders of record of a Certificate immediately prior to the Effective Time whose shares of Company Common Stock were converted into the right shall cease to receive have any rights in respect of such shares of Acquiror Common Stock pursuant to Section 2.1 a customary form of letter of transmittal (which shall specify that delivery and their rights shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent) containing instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon proper surrender of a Certificate for exchange and cancellation to the Exchange Agent, together with a letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration that such holder has the right to receive solely in respect of the amount of cash and Parent Common Stock into which such shares of Company Common Stock formerly represented by such Certificate, and such Certificate so surrendered shall forthwith be cancelled. No interest will be paid or accrued for the benefit of holders of the Certificates on the Merger Consideration payable upon the surrender of the Certificates. Notwithstanding anything to the contrary contained in this Agreement, no holder of Book-Entry Shares shall be required to deliver a Certificate or an executed letter of transmittal to the Exchange Agent in order to receive the Merger Consideration that such holder is entitled to receive pursuant to Article II. In lieu thereof, each holder of record of Book-Entry Shares whose shares of Company Common Stock were converted into the right to receive shares of Acquiror Common Stock pursuant to Section 2.1 shall automatically upon the Effective Time (or, at any later time at which such Book-Entry Shares shall be so have been converted) be entitled to receive, and Acquiror shall cause the Exchange Agent to pay and deliver as promptly as practicable after the Effective Time, the Merger Consideration that such holder is entitled to receive pursuant to Article II, and the Book Entry Shares of such holder shall forthwith be cancelled.

Exchange of Certificates. (a) As soon as reasonably practicable after the Effective TimeDate, Escrow Agent, as exchange agent, shall make available, and each shareholder of the Exchange Agent shall mail to each holder of record of a Certificate Company immediately prior to the Effective Time will be entitled to receive, in no event more than five business days after surrender to Escrow Agent of a letter of transmittal in the form set forth at EXHIBIT 1.7.2 hereto (the "LETTER OF TRANSMITTAL") together with documents delivered as required therein including one or more certificates representing Company Common Stock for cancellation, certificates representing the number of shares of Parent Common Stock that such shareholder is entitled to receive as Fixed Shares pursuant to Section 1.7.1 hereof. The certificates representing the Escrow Shares shall be delivered to and retained by the Escrow Agent in accordance with the Escrow Agreement. The shares of Parent Common Stock that each such shareholder shall be entitled to receive pursuant to the Merger shall be deemed to have been issued at the Effective Time. No interest shall accrue on the Merger Consideration. If the Merger Consideration (or any portion thereof) is to be delivered to any person other than the person in whose name the certificate or certificates representing shares of Company Common Stock were converted into the right to receive shares of Acquiror Common Stock pursuant to Section 2.1 a customary form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent) containing instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon proper surrender of a Certificate for exchange and cancellation to the Exchange Agent, together with a letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, the holder of such Certificate shall be entitled to receive surrendered in exchange therefor is registered, it shall be a condition to such exchange that the person requesting such exchange shall pay to Parent any transfer or other taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of the certificate or certificates so surrendered, or shall establish to the satisfaction of Parent that such tax has been paid or is not applicable. Notwithstanding the foregoing, neither Parent nor any other party hereto shall be liable to a holder has the right to receive in respect of the shares of Company Common Stock formerly represented by such Certificate, and such Certificate so surrendered shall forthwith be cancelled. No interest will be paid or accrued for the benefit of holders of the Certificates on the any Merger Consideration payable delivered to a public official pursuant to applicable abandoned property, escheat and similar laws. In the event that any certificates representing shares of Company Common Stock shall have been lost, stolen or destroyed, upon the surrender making of an affidavit of that fact by the Certificates. Notwithstanding anything shareholder claiming such certificate to be lost, stolen or destroyed, Parent shall cause to be issued in exchange for such lost, stolen or destroyed certificate the contrary contained in this Agreement, no holder shares of Book-Entry Shares shall be required to deliver a Certificate or an executed letter of transmittal to the Exchange Agent in order to receive the Merger Consideration Parent Common Stock that such holder shareholder is entitled to receive pursuant to Article II. In lieu Section 1.7.1; provided, however, that Parent may in its discretion and as a condition precedent to the issuance thereof, each holder of record of Book-Entry Shares whose shares of Company Common Stock were converted into require such shareholder to provide Parent with an indemnity agreement without bond against any claim that may be made against Parent with respect to the right certificate alleged to receive shares of Acquiror Common Stock pursuant to Section 2.1 shall automatically upon the Effective Time (orhave been lost, at any later time at which such Book-Entry Shares shall be so converted) be entitled to receive, and Acquiror shall cause the Exchange Agent to pay and deliver as promptly as practicable after the Effective Time, the Merger Consideration that such holder is entitled to receive pursuant to Article II, and the Book Entry Shares of such holder shall forthwith be cancelledstolen or destroyed.

Exchange of Certificates. (a) As soon as reasonably practicable after the Effective TimeDate, Parent shall make available, and each shareholder of the Exchange Agent shall mail to each holder of record of a Certificate Company immediately prior to the Effective Time whose shares will be entitled to receive, upon surrender to Parent of one or more certificates representing Company Common Stock were converted into or Company Preferred Stock for cancellation, certificates representing the right to receive number of shares of Acquiror Parent Common Stock pursuant to Section 2.1 a customary form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent) containing instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon proper surrender of a Certificate for exchange and cancellation to the Exchange Agent, together with a letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration that such holder has the right to receive in respect of the shares of Company Common Stock formerly represented by such Certificate, and such Certificate so surrendered shall forthwith be cancelled. No interest will be paid or accrued for the benefit of holders of the Certificates on the Merger Consideration payable upon the surrender of the Certificates. Notwithstanding anything to the contrary contained in this Agreement, no holder of Book-Entry Shares shall be required to deliver a Certificate or an executed letter of transmittal to the Exchange Agent in order to receive the Merger Consideration that such holder shareholder is entitled to receive pursuant to Article IISection 1.7.1 hereof; provided, however, that the certificates representing the Holdback Shares shall be delivered to Parent in accordance with this Agreement. In lieu The shares of Parent Common Stock that each such shareholder shall be entitled to receive pursuant to the Merger shall be deemed to have been issued at the Effective Time. No interest shall accrue on the Merger Consideration. If the Merger Consideration (or any portion thereof, each holder of record of Book-Entry Shares ) is to be delivered to any person other than the person in whose name the certificate or certificates representing shares of Company Common Stock were converted into the right to receive shares of Acquiror Common or Company Preferred Stock pursuant to Section 2.1 shall automatically upon the Effective Time (orsurrendered in exchange therefor is registered, at any later time at which such Book-Entry Shares it shall be so converted) be entitled a condition to receive, and Acquiror such exchange that the person requesting such exchange shall cause pay to Parent any transfer or other taxes required by reason of the Exchange Agent to pay and deliver as promptly as practicable after the Effective Time, payment of the Merger Consideration to a person other than the registered holder of the certificate or certificates so surrendered, or shall establish to the satisfaction of Parent that such tax has been paid or is not applicable. Notwithstanding the foregoing, neither Parent nor any other party hereto shall be liable to a holder of shares of Company Common Stock or Company Preferred Stock for any Merger Consideration delivered to a public official pursuant to applicable abandoned property, escheat and similar laws. In the event that any certificates representing shares of Company Common Stock shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the shareholder claiming such certificate to be lost, stolen or destroyed, Parent shall issue in exchange for such lost, stolen or destroyed certificate the shares of Parent Common Stock that such shareholder is entitled to receive pursuant to Article IISection 1.7.1; provided, however, that Parent may in its discretion and as a condition precedent to the Book Entry Shares of issuance thereof, require such holder shall forthwith shareholder to provide Parent with an indemnity agreement against any claim that may be cancelledmade against Parent with respect to the certificate alleged to have been lost, stolen or destroyed.

Exchange of Certificates. (a) As soon as reasonably practicable after the Effective TimeDate, Parent shall make available, and each shareholder of the Exchange Agent shall mail to each holder of record of a Certificate Company immediately prior to the Effective Time whose shares will be entitled to receive, upon surrender to Parent of one or more certificates representing Company Common Stock were converted into or Company Preferred Stock for cancellation, certificates representing the right to receive number of shares of Acquiror Parent Common Stock pursuant to Section 2.1 a customary form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent) containing instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon proper surrender of a Certificate for exchange and cancellation to the Exchange Agent, together with a letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration that such holder has the right to receive in respect of the shares of Company Common Stock formerly represented by such Certificate, and such Certificate so surrendered shall forthwith be cancelled. No interest will be paid or accrued for the benefit of holders of the Certificates on the Merger Consideration payable upon the surrender of the Certificates. Notwithstanding anything to the contrary contained in this Agreement, no holder of Book-Entry Shares shall be required to deliver a Certificate or an executed letter of transmittal to the Exchange Agent in order to receive the Merger Consideration that such holder shareholder is entitled to receive pursuant to Article IISection 1.7.1 hereof; provided, however, that the certificates representing the Holdback Shares shall be delivered to the Escrow Agent in accordance with this Agreement. In lieu The shares of Parent Common Stock that each such shareholder shall be entitled to receive pursuant to the Merger shall be deemed to have been issued at the Effective Time. No interest shall accrue on the Total Merger Consideration. If the Total Merger Consideration (or any portion thereof, each holder of record of Book-Entry Shares ) is to be delivered to any person other than the person in whose name the certificate or certificates representing shares of Company Common Stock were converted into or Company Preferred Stock surrendered in exchange therefor is registered, it shall be a condition to such exchange that the right person requesting such exchange shall pay to receive Parent any transfer or other taxes required by reason of the payment of the Total Merger Consideration (or any portion thereof) to a person other than the registered holder of the certificate or certificates so surrendered, or shall establish to the satisfaction of Parent that such tax has been paid or is not applicable. Notwithstanding the foregoing, neither Parent nor any other party hereto shall be liable to a holder of shares of Acquiror Company Common Stock or Company Preferred Stock for any portion of the Total Merger Consideration delivered to a public official pursuant to Section 2.1 applicable abandoned property, escheat and similar laws. In the event that any certificates representing shares of Company Common Stock or Company Preferred Stock shall automatically have been lost, stolen or destroyed, upon the Effective Time (ormaking of an affidavit of that fact by the shareholder claiming such certificate to be lost, at any later time at which stolen or destroyed, Parent shall issue in exchange for such Book-Entry Shares shall be so converted) be entitled to receivelost, and Acquiror shall cause stolen or destroyed certificate the Exchange Agent to pay and deliver as promptly as practicable after the Effective Time, the Merger Consideration shares of Parent Common Stock that such holder shareholder is entitled to receive pursuant to Article IISection 1.7.1; provided, however, that Parent may in its discretion and as a condition precedent to the Book Entry Shares of issuance thereof, require such holder shall forthwith shareholder to provide Parent with an indemnity agreement against any claim that may be cancelledmade against Parent with respect to the certificate alleged to have been lost, stolen or destroyed.

Exchange of Certificates. (a) As soon as reasonably practicable Promptly after the Effective Time, the Exchange Agent Surviving Corporation shall mail cause to be mailed to each Person who was, at the Effective Time, a holder of record of a Certificate immediately prior to the Effective Time whose shares of Company Common Stock were converted into the right Shares entitled to receive shares of Acquiror Common Stock the Per Share Merger Consideration pursuant to Section 2.1 1.07(i) a customary form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates certificates evidencing such Shares (the “Certificates”) shall pass, only upon proper delivery of the Certificates to the Exchange Paying Agent) containing and instructions for use in effecting the surrender of the Certificates in exchange for the Merger Considerationpursuant to such letter of transmittal. Upon proper surrender to the Paying Agent of a Certificate for exchange and cancellation to the Exchange AgentCertificate, together with a such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor therefore the Per Share Merger Consideration that such holder has the right to receive in respect of the shares of Company Common Stock for each Share formerly represented evidenced by such Certificate, and such Certificate so surrendered shall forthwith then be cancelledcanceled. No interest will shall accrue or be paid or accrued for the benefit of holders of the Certificates on the Per Share Merger Consideration payable upon the surrender of any Certificate for the Certificatesbenefit of the holder of such Certificate. Notwithstanding anything If the payment equal to the contrary contained Per Share Merger Consideration is to be made to a Person other than the Person in this Agreementwhose name the surrendered Certificate is registered on the stock transfer books of the Company, no it shall be a condition of payment that the Certificate so surrendered shall be endorsed properly or otherwise be in proper form for transfer and that the Person requesting such payment shall have paid all transfer and other taxes required by reason of the payment of the Per Share Merger Consideration to a Person other than the registered holder of Book-Entry Shares the Certificate surrendered, or shall be required to deliver a Certificate or an executed letter of transmittal have established to the Exchange Agent in order to receive the satisfaction of Merger Consideration Sub that such holder is entitled to receive pursuant to Article IItaxes either have been paid or are not applicable. In lieu thereof, each If any holder of record of Book-Entry Shares whose shares of Company Common Stock were converted into the right is unable to receive shares of Acquiror Common Stock pursuant to Section 2.1 shall automatically upon the Effective Time (orsurrender such holder’s Certificates because such Certificates have been lost, at any later time at which such Book-Entry Shares shall be so converted) be entitled to receivestolen, and Acquiror shall cause the Exchange Agent to pay and deliver as promptly as practicable after the Effective Timemutilated or destroyed, the Merger Consideration that such holder is entitled may deliver in lieu thereof an affidavit and indemnity bond in form and substance and with surety reasonably satisfactory to receive pursuant to Article II, and the Book Entry Shares of such holder shall forthwith be cancelledSurviving Corporation.

Exchange of Certificates. (a) As soon as reasonably practicable From and after the Effective Time, a bank or trust company to be designated by the Exchange Parent or the Purchaser and consented to by the Company (such consent not to be unreasonably withheld, delayed or conditioned) (the "Payment Agent") shall act as payment agent in effecting the exchange, for the Cash Consideration multiplied by the number of Shares formerly represented thereby, of certificates (the "Certificates") that, prior to the Effective Time, represented Shares entitled to payment pursuant to Section 1.5(a)(i). From time to time, the Parent shall, or shall cause the Purchaser to, deposit with the Payment Agent in trust for the benefit of the holders of Certificates, such amount of the Cash Consideration in immediately available funds needed to pay promptly for surrendered Shares as provided in this Section 1.7 (the "Payment Fund"). Promptly after the Effective Time (but in any event within two business days thereof), the Payment Agent shall mail to each record holder of record of a Certificate Certificates that immediately prior to the Effective Time whose shares of Company Common Stock were converted into the right to receive shares of Acquiror Common Stock pursuant to Section 2.1 represented Shares a customary form of letter of transmittal (which in form and substance reasonably satisfactory to the Parent) and instructions for use in surrendering such Certificates and receiving the Cash Consideration therefor. Upon the surrender of each such Certificate together with a duly completed and executed letter of transmittal, the Payment Agent shall specify that delivery pay the holder of such Certificate the Cash Consideration multiplied by the number of Shares formerly represented by such Certificate, without any interest thereon, in exchange therefor, and such Certificate shall forthwith be cancelled. Delivery shall be effected, and risk of loss and title to the Certificates Certificate shall pass, only upon proper delivery of the Certificates Certificate to the Exchange Payment Agent) containing instructions for use in effecting , and the surrender letter of transmittal shall so reflect. Until so surrendered and exchanged, each such Certificate (other than Certificates representing Shares held by the Parent, the Purchaser or the Company or any direct or indirect subsidiary of the Certificates in exchange for the Merger Consideration. Upon proper surrender of a Certificate for exchange and cancellation to the Exchange Agent, together with a letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructionsParent, the holder of such Certificate Purchaser or the Company or Dissenting Shares) shall be entitled to receive in exchange therefor the Merger Consideration that such holder has represent solely the right to receive in respect the Cash Consideration multiplied by the number of the shares of Company Common Stock formerly Shares represented by such Certificate, and such Certificate so surrendered shall forthwith be cancelledwithout any interest thereon. No interest will If any cash is to be paid to a person other than the holder in whose name the Certificate representing Shares surrendered in exchange therefor is registered, it shall be a condition to such payment that the person requesting such payment shall pay to the Payment Agent any transfer or accrued for the benefit of holders other taxes required by reason of the Certificates on payment of such cash to a person other than the Merger Consideration payable upon the surrender registered holder of the CertificatesCertificate surrendered, or such person shall establish to the satisfaction of the Payment Agent that such tax has been paid or is not applicable. Notwithstanding anything the foregoing, neither the Payment Agent nor any party hereto shall be liable to the contrary contained in this Agreement, no a holder of Book-Entry Shares shall be required for any Cash Consideration delivered to deliver a Certificate or an executed letter of transmittal to the Exchange Agent in order to receive the Merger Consideration that such holder is entitled to receive public official pursuant to Article II. In lieu thereofapplicable abandoned property, each holder of record of Book-Entry Shares whose shares of Company Common Stock were converted into the right to receive shares of Acquiror Common Stock pursuant to Section 2.1 shall automatically upon the Effective Time (or, at any later time at which such Book-Entry Shares shall be so converted) be entitled to receive, escheat and Acquiror shall cause the Exchange Agent to pay and deliver as promptly as practicable after the Effective Time, the Merger Consideration that such holder is entitled to receive pursuant to Article II, and the Book Entry Shares of such holder shall forthwith be cancelledsimilar laws.

Exchange of Certificates. (a) At or prior to the Closing, the Parent shall cause the Exchange Agent to deliver to Company the Exchange Agent Instruction Letter. As soon as reasonably practicable after the Effective Time, the Exchange Agent Parent shall mail cause to be mailed to each Person who was, at the Effective Time, a holder of record of a Certificate immediately prior to the Effective Time whose shares of Company Common Stock were converted into the right Shares entitled to receive shares of Acquiror Parent Common Stock pursuant to Section 2.1 1.07(i), a customary form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates certificates evidencing such Shares (the “Certificates”) shall pass, only upon proper delivery of the Certificates to the Exchange Agent) containing and instructions for use in effecting the surrender of the Certificates in exchange for pursuant to such letter of transmittal. Such letter of transmittal shall include investment representations under the Merger ConsiderationSecurities Act, as requested by Parent, to be made by holders of the Company Common Stock. Upon proper surrender of a Certificate for exchange and cancellation to the Exchange AgentAgent of a Certificate, together with a such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be reasonably required pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration that such holder has the right to receive in respect of the shares of Company therefore Parent Common Stock for each Share formerly represented evidenced by such Certificate, and such Certificate so surrendered shall forthwith then be cancelledcanceled. No interest will shall accrue or be paid or accrued for the benefit of holders of the Certificates on the Merger Consideration Parent Common Stock payable upon the surrender of any Certificate for the Certificatesbenefit of the holder of such Certificate. Notwithstanding anything If the Parent Common Stock is to be registered to a Person other than the Person in whose name the surrendered Certificate is registered, it shall be a condition of exchange that the Certificate so surrendered shall be endorsed properly or otherwise be in proper form for transfer and that the Person requesting such payment shall have paid all transfer and other taxes required by reason of the transfer of the Parent Common Stock to a Person other than the registered holder of the Certificate surrendered, or shall have established to the contrary contained in this Agreement, no satisfaction of Parent that such taxes either have been paid or are not applicable. If any holder of Book-Entry Shares shall be required is unable to deliver a Certificate surrender such holder’s Certificates because such Certificates have been lost, stolen, mutilated or an executed letter of transmittal to the Exchange Agent in order to receive the Merger Consideration that destroyed, such holder is entitled may deliver in lieu thereof an affidavit and indemnity bond in form and substance and with surety reasonably satisfactory to receive pursuant to Article II. In lieu thereof, each holder of record of Book-Entry Shares whose shares of Company Common Stock were converted into the right to receive shares of Acquiror Common Stock pursuant to Section 2.1 shall automatically upon the Effective Time (or, at any later time at which such Book-Entry Shares shall be so converted) be entitled to receive, and Acquiror shall cause the Exchange Agent to pay and deliver as promptly as practicable after the Effective Time, the Merger Consideration that such holder is entitled to receive pursuant to Article II, and the Book Entry Shares of such holder shall forthwith be cancelledParent.

Exchange of Certificates. (a) As soon as reasonably practicable after the Effective Time, but in no event later than the tenth Business Day thereafter, Placer shall cause the Exchange Agent shall to mail to each former holder of record of Shares (i) a Certificate immediately prior to the Effective Time whose shares of Company Common Stock were converted into the right to receive shares of Acquiror Common Stock pursuant to Section 2.1 a customary form of letter of transmittal (which shall specify specifying that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates (or customary affidavits and indemnification regarding the loss or destruction of such Certificates in accordance with Section 3.04(g)), in such form and substance as designated by Placer and reasonably acceptable to the Exchange AgentCompany, and (ii) containing instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon proper surrender Each holder of a Certificate for exchange and cancellation to the Exchange Agentwho surrenders or has surrendered such Certificate, together with a letter duly executed transmittal letter, to the Exchange Agent shall, upon acceptance thereof, be entitled to a certificate representing Placer Common Stock, as well as cash in lieu of transmittal, duly completed any fractional shares of Placer Common Stock pursuant to Section 3.03 and validly executed any dividends or other distributions pursuant to Section 3.04(e) (in each case after giving effect to any required Tax deductions and withholdings in accordance with the instructions theretoSection 3.04(h)), and any Certificates so surrendered shall automatically be cancelled and retired and shall cease to exist. The Exchange Agent shall accept Certificates upon compliance with such other documents reasonable and customary terms and conditions as the Exchange Agent may be required pursuant impose to such instructionseffect an orderly exchange thereof in accordance with normal practices. Until surrendered as contemplated by this Section 3.04(b), the holder of such each Certificate shall be entitled deemed from and after the Effective Time to receive in exchange therefor the Merger Consideration that such holder has evidence only the right to receive the Merger Consideration (including any cash in respect lieu of any fractional share and unpaid dividends or distributions on Placer Common Stock) upon surrender thereof. Placer shall not be obligated to deliver the Merger Consideration (or any cash in lieu of any fractional share or unpaid dividends or distributions on Placer Common Stock) to which any former holder of Shares is entitled as a result of the Merger until such holder surrenders his Certificate or Certificates for exchange as provided in this Article III. If any certificate representing shares of Company Placer Common Stock formerly represented by such CertificateStock, and such or any check representing cash and/or declared but unpaid dividends, is to be issued in a name other than that in which a Certificate surrendered for exchange is issued, the Certificate so surrendered shall forthwith be cancelledaccompanied by all documents required to evidence and effect such transfer and to evidence that any applicable Taxes have been paid. No interest will be paid or accrued for the benefit of holders of the Certificates on the Merger Consideration any amount payable upon the due surrender of the Certificates. Notwithstanding anything to the contrary contained in this Agreement, no holder of Book-Entry Shares shall be required to deliver a Certificate or an executed letter of transmittal to the Exchange Agent in order to receive the Merger Consideration that such holder is entitled to receive pursuant to Article II. In lieu thereof, each holder of record of Book-Entry Shares whose shares of Company Common Stock were converted into the right to receive shares of Acquiror Common Stock pursuant to Section 2.1 shall automatically upon the Effective Time (or, at any later time at which such Book-Entry Shares shall be so converted) be entitled to receive, and Acquiror shall cause the Exchange Agent to pay and deliver as promptly as practicable after the Effective Time, the Merger Consideration that such holder is entitled to receive pursuant to Article II, and the Book Entry Shares of such holder shall forthwith be cancelled.

Exchange of Certificates. (a) As soon as reasonably practicable after the Effective Time, Upon surrender to the Exchange Agent shall mail to each holder of record of a Certificate immediately prior to the Effective Time whose shares of Company Common Stock were converted into the right to receive shares of Acquiror Common Stock pursuant to Section 2.1 a customary form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent) containing instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon proper surrender of a Certificate for exchange and cancellation to the Exchange Agentcancellation, together with a such letter of transmittal, duly executed and completed and validly executed in accordance with the instructions thereto, and such other documents as may be reasonably required pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration (i) a Certificate representing that number of whole shares of Parent Common Stock, if any, which such holder has the right to receive pursuant to this Article II and (ii) a check in the amount equal to the cash, if any, which such holder has the right to receive pursuant to the provisions of this Article II (including any cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.04(f) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.04(d)), and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of shares of Company Common Stock which is not registered in the transfer records of the Company, the applicable Merger Consideration, cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.04(f) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.04(d) may be issued to a transferee if the Certificate representing such shares of Company 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 2.04, each Certificate shall be deemed at all times after the Effective Time to represent only the right to receive upon such surrender the applicable Merger Consideration with respect of to the shares of Company Common Stock formerly represented by such Certificatethereby, and such Certificate so surrendered shall forthwith be cancelled. No interest will be paid or accrued for the benefit cash in lieu of holders any fractional shares of the Certificates on the Merger Consideration payable upon the surrender of the Certificates. Notwithstanding anything Parent Common Stock to the contrary contained in this Agreement, no holder of Book-Entry Shares shall be required to deliver a Certificate or an executed letter of transmittal to the Exchange Agent in order to receive the Merger Consideration that which such holder is entitled to receive pursuant to Article II. In lieu thereof, each holder of record of Book-Entry Shares whose shares of Company Common Stock were converted into the right to receive shares of Acquiror Common Stock pursuant to Section 2.1 shall automatically upon the Effective Time (or, at 2.04(f) and any later time at dividends or other distributions to which such Book-Entry Shares shall be so converted) be entitled to receive, and Acquiror shall cause the Exchange Agent to pay and deliver as promptly as practicable after the Effective Time, the Merger Consideration that such holder is entitled to receive pursuant to Article IISection 2.04(d). (d) Distributions with Respect to Unexchanged Shares of Parent Common Stock. No dividends or other distributions declared or made after the Effective Time with respect to Parent Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate with respect to the shares of Parent Common Stock represented thereby, and no cash payment in lieu of any fractional shares shall be paid to any such holder pursuant to Section 2.04(f), until the Book Entry Shares holder of such Certificate shall surrender such Certificate. Subject to the effect of escheat, tax or other applicable laws, following surrender of any such Certificate, there shall be paid to the holder shall forthwith be cancelled.of the certificates representing whole shares of Parent Common Stock issued in exchange therefor, without interest, (i) promptly, the amount of any cash payable with respect to a fractional share of Parent Common Stock to which such holder is entitled pursuant to Section 2.04(f) and the amount of dividends or other distributions with a record date after the Effective Time and 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, with a record date 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. 7 (e)

Exchange of Certificates. (a) As soon as reasonably practicable after the Effective TimeSigning Date, the Exchange Agent Stockholders’ Representative shall mail and otherwise make available to each record holder who, as of the Signing Date, was a holder of record of a BXI Certificate immediately prior to the Effective Time whose shares of Company Common Stock were converted into the right to receive shares of Acquiror Common Stock pursuant to Section 2.1 a customary form of letter of transmittal and instructions (which shall specify that delivery in the form of Exhibit 1.6(d)) for use in effecting the surrender of the BXI Certificate for payment and exchange therefore. Delivery shall be effected, and risk of loss and title to the Certificates BXI Certificate shall pass, only upon proper delivery of the Certificates BXI Certificate to the Exchange Escrow Agent) containing instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon proper surrender to the Escrow Agent of a Certificate for exchange and cancellation to the Exchange AgentBXI Certificate, together with a such letter of transmittal, transmittal duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructionsexecuted, the holder of such BXI Certificate shall be entitled to receive as of the Effective Time in payment and exchange therefor the Merger Consideration that to which such holder has the right to receive in respect of the shares of Company BXI Common Stock formerly represented by such Certificate, and such Certificate so surrendered shall forthwith be cancelledhave become entitled pursuant to the provisions of this Article 1. No interest will be paid or accrued for on the benefit of holders cash payable upon surrender of the Certificates on BXI Certificate. If any portion of the Merger Consideration payable to be received pursuant to this Article 1 upon exchange of a BXI Certificate is to be paid or issued to a person other than the surrender person in whose name the BXI Certificate surrendered in exchange therefor is registered, it shall be a condition of such payment and issuance that the BXI Certificate so surrendered shall be properly endorsed or otherwise in proper form for transfer and that the person requesting such exchange shall pay in advance any transfer or other taxes required by reason of the Certificates. Notwithstanding anything issuance of the Note, or establish to the contrary contained satisfaction of the Escrow Agent that such tax has been paid or that no such tax is applicable. All payments of cash and issuances of Notes in this Agreement, no holder respect of Book-Entry Shares shares of BXI Common Stock that are made in accordance with the terms hereof shall be required deemed to deliver a have been made in full satisfaction of all rights pertaining to such securities. Until surrendered and exchanged as provided above, each BXI Certificate or an executed letter of transmittal shall represent solely the right to receive the Exchange Agent in order Merger Consideration, and the holder thereof shall have no right to receive the Merger Consideration that to which such holder is entitled to receive pursuant to Article IIotherwise would be entitled. In lieu thereofcase of any lost, each stolen or destroyed BXI Certificate, the holder thereof may be required, as a condition precedent to the delivery to such holder of record the consideration described in Section 1.6 and in accordance with Section 167 of Book-Entry Shares whose shares the Delaware GCL, to indemnify ITEX against any claim that may be made against the Escrow Agent, ITEX, or the Surviving Corporation with respect to the BXI Certificate alleged to have been lost, stolen or destroyed. Any portion of Company the Exchange Fund that remains unclaimed by the BXI stockholders for six months after the Effective Time shall be returned to ITEX, upon demand, and any holder of BXI Common Stock were converted into who has not theretofore complied with this Section 1.6(d) shall thereafter look only to ITEX for issuance and payment of the right consideration to receive shares of Acquiror Common Stock which such holder has become entitled pursuant to Section 2.1 shall automatically upon 1.6, provided, however, that neither the Effective Time (or, at Escrow Agent nor any later time at which such Book-Entry Shares party hereto shall be so converted) liable to a holder of shares of BXI Common Stock for any amount required to be entitled paid to receivea public official pursuant to any applicable abandoned property, and Acquiror shall cause escheat, or similar law. Notwithstanding any of the Exchange Agent provisions of this Section 1.6 to pay and deliver as promptly as practicable after the Effective Timecontrary, the Merger Consideration Notes shall remain in the possession of the Escrow Agent until such time as the conditions for their release to the BXI Stockholders have been met (provided that such holder is entitled ITEX shall remain obligated to receive pursuant make interest payments on the Notes to Article II, and the Book Entry Shares of such holder shall forthwith be cancelledBXI Stockholders).

Exchange of Certificates. The Shareholders agree to deliver to the Trustee certificates representing all shares of Common Stock owned by the Shareholders, duly endorsed (aor accompanied by duly endorsed stock powers) As soon for transfer and agree to take all actions necessary for the transfer to the Trustee of their shares of Common Stock. The Trustee agrees that he will cause the certificates representing the shares of Common Stock delivered hereunder to be transferred on the books of the Corporation into the name of the Trustee acting in his capacity as reasonably practicable after the Effective Time, the Exchange Agent shall mail such. The Trustee ------------------------------------------------------------------------------- JORE/ESTATE/VOTING CERTIFICATES/VOTING TRUST AGREEMENT PAGE 1 agrees to issue and deliver to each holder Shareholder a Voting Trust Certificate in the form attached hereto as Exhibit A ("Voting Trust Certificate"), which shall evidence receipt by the Trustee of record of a Certificate immediately prior to the Effective Time whose certificates representing shares of Company Common Stock were converted into the right to receive shares of Acquiror Common Stock pursuant to Section 2.1 a customary form the terms of letter of transmittal (which shall specify that delivery this Agreement. Voting Trust Certificates shall be effected, and risk of loss and title subject to the Certificates restrictions on the transferability thereof contained in the Shareholders' Agreement. The Trustee shall pass, only upon delivery of the Certificates to the Exchange Agent) containing instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon proper surrender of keep a Certificate for exchange and cancellation to the Exchange Agent, together with a letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration that such holder has the right to receive in respect list of the shares of Company Common Stock formerly represented by such Certificatetransferred to him and shall keep a record of the name, address and beneficial interest of the holders of Voting Trust Certificates issued hereunder. Such list and record shall be open at all reasonable times to the inspection of the holders of Voting Trust Certificates. A copy of this Agreement shall be available for inspection at the registered office of the Corporation during the existence of the trust, and certificates issued to the Trustee in his capacity as such Certificate so surrendered shall forthwith be cancelled. No interest will be paid or accrued for bear a legend reflecting the benefit of holders existence of the Certificates on the Merger Consideration payable upon the surrender of the Certificates. Notwithstanding anything to the contrary contained in this Agreement, no holder of Book-Entry Shares shall be required to deliver a Certificate or an executed letter of transmittal to the Exchange Agent in order to receive the Merger Consideration that such holder is entitled to receive pursuant to Article II. In lieu thereof, each holder of record of Book-Entry Shares whose shares of Company Common Stock were converted into the right to receive shares of Acquiror Common Stock pursuant to Section 2.1 shall automatically upon the Effective Time (or, at any later time at which such Book-Entry Shares shall be so converted) be entitled to receive, and Acquiror shall cause the Exchange Agent to pay and deliver as promptly as practicable after the Effective Time, the Merger Consideration that such holder is entitled to receive pursuant to Article II, and the Book Entry Shares of such holder shall forthwith be cancelledtrust created hereby.