Common use of Exchange of Certificates Clause in Contracts

Exchange of Certificates. (a) Prior to the Closing Date, Parent shall select a reputable bank or trust company to act as exchange agent in the Merger (the "Exchange Agent"). Promptly after the Effective Time, Parent shall deposit with the Exchange Agent (i) certificates representing the shares of Parent Common Stock issuable pursuant to this Section 1 and (ii) cash sufficient to make payments in lieu of fractional shares in accordance with Section 1.5(d). The shares of Parent Common Stock and cash amounts so deposited with the Exchange Agent, together with any dividends or distributions received by the Exchange Agent with respect to such shares, are referred to collectively as the "Exchange Fund." (b) As soon as practicable after the Effective Time, the Exchange Agent will mail to the registered holders of Company Stock Certificates (i) a letter of transmittal in customary form and containing such provisions as Parent may reasonably specify (including a provision confirming that delivery of Company Stock Certificates shall be effected, and risk of loss and title to Company Stock Certificates shall pass, only upon delivery of such Company Stock Certificates to the Exchange Agent), and (ii) instructions for use in effecting the surrender of Company Stock Certificates in exchange for certificates representing Parent Common Stock. Subject to Section 1.5(d), upon surrender of a Company Stock Certificate to the Exchange Agent for exchange, together with a duly executed letter of transmittal and such other documents as may be reasonably required by the Exchange Agent or Parent, (A) the holder of such Company Stock Certificate shall be entitled to receive in exchange therefor a certificate representing the number of shares of Parent Common Stock that such holder has the right to receive pursuant to the provisions of Section 1.5(a)(iii) together with any cash in lieu of fractional share(s) pursuant to the provisions of Section 1.5(d), and (B) the Company Stock Certificate so surrendered shall be canceled. Until surrendered as contemplated by this Section 1.8(b), each Company Stock Certificate shall be deemed, from and after the Effective Time, to represent only the right to receive shares of Parent Common Stock (and cash in lieu of any fractional share of Parent Common Stock) 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 the Exchange Agent, Parent or the Surviving Corporation with respect to such Company Stock Certificate. (c) No dividends or other distributions declared or made with respect to Parent Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Company Stock Certificate with respect to the shares of Parent Common Stock represented thereby, until such holder surrenders such Company Stock Certificate in accordance with this Section 1.8 (at which time such holder shall be entitled to receive all such dividends and distributions, without interest). (d) Any portion of the Exchange Fund that remains undistributed to holders of Company Stock Certificates as of the date 180 days after the date on which the Merger becomes effective shall be delivered to Parent upon demand, and any holders of Company Stock Certificates who have not theretofore surrendered their Company Stock Certificates in accordance with this Section 1.8 shall thereafter look only to Parent for satisfaction of their claims for Parent Common Stock, cash in lieu of fractional shares of Parent Common Stock and any dividends or distributions with respect to Parent Common Stock. (e) Each of the Exchange Agent, Parent and the Surviving Corporation shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable pursuant to this Agreement to any holder or former holder of Company Common Stock such amounts as may be required to be deducted or withheld therefrom under the Code or under any provision of state, local or foreign tax law or under any other applicable Legal Requirement. 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 Person to whom such amounts would otherwise have been paid. (f) Neither Parent nor the Surviving Corporation shall be liable to any holder or former holder of Company Common Stock with respect to any shares of Parent Common Stock (or dividends or distributions with respect thereto), or for any cash amounts, delivered to any public official pursuant to any applicable abandoned property, escheat or similar Legal Requirement.

Exchange of Certificates. (a) Prior Promptly after the Effective Time, CIBER shall deposit, or shall cause to the Closing Date, Parent shall select be deposited with CIBER's Corporate Secretary or a reputable bank or trust company to act as exchange agent in the Merger third party selected by CIBER (the "Exchange Agent"). Promptly after the Effective Time, Parent shall deposit with the Exchange Agent ) (i) certificates representing the shares of Parent CIBER Common Stock issuable pursuant to this Section 1 Article II, and (ii) cash sufficient to pay the Cash Consideration and to make payments in lieu of fractional shares in accordance with Section 1.5(d2.5(g). The shares of Parent CIBER Common Stock and cash amounts so deposited with the Exchange Agent, together with any dividends or distributions received by the Exchange Agent with respect to such shares, are referred to collectively as the "Exchange Fund." (b) As soon as reasonably practicable after the Effective Time, the Exchange Agent will shall mail to the registered record holders of Company SCB Stock Certificates (i) a letter of transmittal in customary form and containing such provisions as Parent CIBER may reasonably specify (including a provision confirming that delivery of Company SCB Stock Certificates shall be effected, and risk of loss and title to Company SCB Stock Certificates shall pass, only upon delivery of such Company SCB Stock Certificates to the Exchange Agent), and (ii) instructions for use in effecting the surrender of Company SCB Stock Certificates in exchange for certificates representing Parent CIBER Common StockStock and cash. Subject to Section 1.5(d), upon Upon surrender of a Company an SCB Stock Certificate to the Exchange Agent for exchange, together with a duly executed letter of transmittal transmittal, and such other documents as may be reasonably required by the Exchange Agent or ParentCIBER, (A1) the holder of such Company SCB Stock Certificate shall be entitled to receive in exchange therefor a certificate representing the number of whole shares of Parent CIBER Common Stock constituting the Stock Consideration (together with cash in lieu of any fractional share of CIBER Common Stock) and the Cash Consideration that such holder has the right to receive pursuant to the provisions of Section 1.5(a)(iii) together with any cash in lieu of fractional share(s) pursuant to the provisions of Section 1.5(d)2.5, and (B2) the Company SCB Stock Certificate so surrendered shall be canceled. Until surrendered as contemplated by this Section 1.8(b)2.7, each Company SCB Stock Certificate shall be deemed, from and after the Effective Time, to represent only the right to receive shares of Parent Common Stock (and cash in lieu of any fractional share of Parent Common Stock) the Merger Consideration as contemplated by Section 1.52.5. If any Company SCB Stock Certificate shall have been lost, stolen or destroyed, Parent CIBER may, in its discretion and as a condition precedent to the issuance of any certificate representing Parent CIBER Common Stock, require the owner of such lost, stolen or destroyed Company SCB Stock Certificate to provide an appropriate affidavit and to deliver a bond (in such sum as Parent CIBER may reasonably direct) as indemnity against any claim that may be made against the Exchange Agent, Parent Agent or the Surviving Corporation CIBER with respect to such Company SCB Stock Certificate. (c) No dividends or other distributions declared or made with respect to Parent CIBER Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Company SCB Stock Certificate with respect to the shares of Parent CIBER Common Stock represented thereby, that such holder has the right to receive in the Merger until such holder surrenders such Company SCB Stock Certificate in accordance with this Section 1.8 2.7 (at which time such holder shall be entitled entitled, subject to the effect of applicable escheat or similar laws, to receive all such dividends and distributions, without interest). (d) Any portion of the Exchange Fund that remains undistributed to holders of Company SCB Stock Certificates as of the date 180 days after the date on which Effective Time shall become the Merger becomes effective shall be delivered to Parent upon demand, and any holders general funds of Company Stock Certificates who have not theretofore surrendered their Company Stock Certificates in accordance with this Section 1.8 shall thereafter look only to Parent for satisfaction of their claims for Parent Common Stock, cash in lieu of fractional shares of Parent Common Stock and any dividends or distributions with respect to Parent Common StockCIBER. (e) Each of the The Exchange Agent, Parent and the Surviving Corporation Agent shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable pursuant to this Agreement to any holder or former holder of Company SCB Common Stock such amounts as may be required to be deducted or withheld therefrom under the Code or under any provision of state, local or foreign tax law or under any other applicable Legal Requirement. 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 Person to whom such amounts would otherwise have been paid. (f) Neither Parent CIBER nor the Surviving Corporation shall be liable to any holder or former holder of Company SCB Common Stock or to any other Person with respect to any shares of Parent CIBER Common Stock (or dividends or distributions with respect thereto), or for any cash amounts, delivered to any public official pursuant to any applicable abandoned propertyproperty law, escheat law or similar Legal Requirement.

Exchange of Certificates. (a) Prior From time to the Closing Date, Parent shall select a reputable bank or trust company to act as exchange agent in the Merger (the "Exchange Agent"). Promptly after time following the Effective Time, as required by subsections (b) and (c) below, Parent shall deposit deliver to the Surviving Corporation for the benefit of the holders of Class A Shares and Class B Shares for exchange in accordance with this Article 2 through the Exchange Agent Surviving Corporation: (i) certificates representing the shares appropriate number of Parent Common Stock issuable pursuant to this Section 1 and (ii) cash sufficient to make payments in lieu of fractional shares in accordance with Section 1.5(d). The shares of Parent Common Stock and (ii) cash amounts so deposited with the Exchange Agent, together with any dividends or distributions received by the Exchange Agent with respect to be paid in lieu of fractional shares of Parent Common Stock (such shares, shares of Parent Common Stock and such cash are hereinafter referred to collectively as the "Exchange Fund") issuable pursuant to Sections 2.9 and 2.10 in exchange for outstanding Class A Shares and Class B Shares, respectively." (b) As soon as reasonably practicable after the Effective Time, the Exchange Agent will Surviving Corporation shall mail to each holder of a certificate or certificates (each a "Preferred Certificate") which immediately prior to the registered holders Effective Time represented outstanding Class A Shares or Class B Shares whose shares were converted into the right to receive shares of Company Parent Common Stock Certificates pursuant to Section 2.9 or 2.10: (i) a letter of transmittal in customary form and containing such provisions as Parent may reasonably (which shall specify (including a provision confirming that delivery of Company Stock Certificates shall be effected, effected and risk of loss and title to Company Stock the Preferred Certificates shall pass, pass only upon delivery of such Company Stock the Preferred Certificates to the Exchange Agent), Surviving Corporation and shall be in such form and have such other provisions as Parent and the Company may reasonably specify) and (ii) instructions for use in effecting the surrender of Company Stock the Preferred Certificates in exchange for certificates representing shares of Parent Common Stock. Subject Upon surrender to Section 1.5(d), upon surrender the Surviving Corporation of a Company Stock Preferred Certificate to the Exchange Agent for exchangecancellation, together with a duly executed such letter of transmittal and such other documents as may be reasonably required by the Exchange Agent or Parentduly executed, (A) the holder of such Company Stock Preferred Certificate shall be entitled to receive in exchange therefor a certificate representing the that number of whole shares of Parent Common Stock that and, if applicable, a check representing the cash consideration to which such holder may be entitled on account of a fractional share of Parent Common Stock which such holder has the right to receive pursuant to the provisions of Section 1.5(a)(iii) together with any cash in lieu of fractional share(s) pursuant to this Article 2 and the provisions of Section 1.5(d), and (B) the Company Stock Preferred Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Class A or Class B Shares which are not registered in the transfer records of the Company, a certificate representing the proper number of shares of Parent Common Stock may be issued to a transferee if the Preferred Certificate representing such Class A Shares or Class B Shares is presented to the Surviving Corporation 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 1.8(b)2.13, each Company Stock Preferred Certificate shall be deemed, from and deemed at any time after the Effective Time, Time to represent only the right to receive upon such surrender the certificate representing shares of Parent Common Stock (and cash in lieu of any fractional share shares of Parent Common Stock) Stock as contemplated by this 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 the Exchange Agent, Parent or the Surviving Corporation with respect to such Company Stock Certificate2.13. (c) 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 Company Stock Preferred Certificate with respect to the shares of Parent Common Stock represented thereby, until thereby and no cash payment in lieu of fractional shares shall be paid to any such holder surrenders pursuant to Section 2.13(f) until the holder of record of such Company Preferred Certificate shall surrender such Preferred Certificate. Subject to the effect of applicable laws, following surrender of any such Preferred Certificate there shall be paid to the record holder of the certificates representing whole shares of Parent Common Stock Certificate issued in accordance with this Section 1.8 exchange therefor without interest (i) at the time of such surrender the amount of any cash payable in lieu of a fractional share of Parent Common Stock to which time such holder shall be is entitled pursuant to receive all Section 2.13(f) and the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of Parent Common Stock and (ii) at the appropriate payment date the amount of dividends or other distributions with a record date after the Effective Time but prior to surrender and distributions, without interest)a payment date subsequent to surrender payable with respect to such whole shares of Parent Common Stock. (d) Any portion In the event that any Preferred Certificate shall have been lost, stolen or destroyed, the Surviving Corporation shall issue in exchange therefor, upon the making of an affidavit of that fact by the Exchange Fund that remains undistributed to holders holder thereof, certificates representing such shares of Company Stock Certificates as of the date 180 days after the date on which the Merger becomes effective shall be delivered to Parent upon demand, and any holders of Company Stock Certificates who have not theretofore surrendered their Company Stock Certificates in accordance with this Section 1.8 shall thereafter look only to Parent for satisfaction of their claims for Parent Common Stock, Stock and cash in lieu of fractional shares if any as may be required pursuant to this Agreement provided, however, that Parent or its Surviving Corporation may, in its discretion, require the delivery of Parent Common Stock and any dividends a suitable bond or distributions with respect to Parent Common Stockindemnity. (e) Each All shares of Parent Common Stock issued upon the Exchange Agentsurrender for exchange of Preferred Certificates in accordance with the terms hereof (including any cash paid pursuant to Section 2.13(c) or 2.13(f)) shall be deemed to have been issued in full satisfaction of all rights pertaining to such Class A Shares or Class B Shares; subject, Parent however, to the Surviving Corporation's obligation to pay any dividends or make any other distributions with a record date prior to the Effective Time which may have been declared or made by the Company on such Class A Shares or Class B Shares in accordance with the terms of this Agreement, and which remain unpaid at the Effective Time, and there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the Class A Shares or Class B Shares which were outstanding immediately prior to the Effective Time. If after the Effective Time Preferred Certificates are presented to the Surviving Corporation for any reason they shall be entitled to deduct canceled and withhold from any consideration payable or otherwise deliverable pursuant to exchanged as provided in this Agreement to any holder or former holder of Company Common Stock such amounts as may be required to be deducted or withheld therefrom under the Code or under any provision of state, local or foreign tax law or under any other applicable Legal Requirement. 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 Person to whom such amounts would otherwise have been paidArticle 2. (f) No fractions of a share of Parent Common Stock shall be issued in the Merger but in lieu thereof each holder of Class A Shares or Class B Shares otherwise entitled to a fraction of a share of Parent Common Stock shall upon surrender of his or her Preferred Certificate or Preferred Certificates be entitled to receive an amount of cash (without interest) determined by multiplying the closing price for Parent Common Stock as reported on the NYSE Composite Transactions reporting system on the business day five days prior to the Effective Time by the fractional share interest to which such holder would otherwise be entitled. The parties acknowledge that payment of the cash consideration in lieu of issuing fractional shares was not separately bargained for consideration but merely represents a mechanical rounding off for purposes of simplifying the corporate and accounting complexities which would otherwise be caused by the issuance of fractional shares. (g) Neither Parent nor the Surviving Corporation Company shall be liable to any holder of Class A Shares or former holder of Company Common Stock with respect to any shares of Class B Shares or Parent Common Stock as the case may be for such shares (or dividends or distributions with respect thereto), ) or for any cash amounts, from the Exchange Fund delivered to any a public official pursuant to any applicable abandoned property, escheat or similar Legal Requirementlaw.

Exchange of Certificates. (a) Prior On or prior to the Closing Date, Parent shall select a reputable bank or trust company to act as exchange agent in the Merger (the "Exchange Agent"). Promptly Within 15 business days after the Effective Time, Parent shall deposit with the Exchange Agent Agent, for the benefit of the holders of shares of the Company Common Stock, (i) certificates representing the shares of Parent Common Stock issuable pursuant to this Section 1 1, and (ii) cash sufficient to make payments in lieu of fractional shares in accordance with Section 1.5(d1.6(d). The shares of Parent Common Stock and cash amounts so deposited with the Exchange Agent, together with any dividends or distributions received by the Exchange Agent with respect to such shares, are referred to collectively as the "Exchange Fund." (b) As soon as reasonably practicable after the Effective Time, the Exchange Agent will mail to the registered record holders of Company Stock Certificates (i) a letter of transmittal in customary form and containing such provisions as Parent and the Company may reasonably specify (including a provision confirming that delivery of Company Stock Certificates shall be effected, and risk of loss and title to Company Stock Certificates shall pass, only upon delivery of such Company Stock Certificates to the Exchange Agent), and (ii) instructions for use in effecting the surrender of Company Stock Certificates in exchange for certificates representing Parent Common Stock (plus cash in lieu of fractional shares, if any, of Parent Common Stock). Subject to Section 1.5(d), upon Upon surrender of a Company Stock Certificate to the Exchange Agent for exchange, together with a duly executed letter of transmittal and such other documents as may be reasonably required by the Exchange Agent or Parent, (A1) the holder of such Company Stock Certificate shall be entitled to receive in exchange therefor a certificate representing 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(a)(iii) together with any 1.6 (and cash in lieu of any fractional share(s) pursuant to the provisions share of Section 1.5(dParent Common Stock), and (B2) the Company Stock Certificate so surrendered shall be immediately canceled. Until surrendered as contemplated by this Section 1.8(b), 1.8 each Company Stock Certificate shall be deemed, from and after the Effective Time, to represent only the right to receive shares of Parent Common Stock (and cash in lieu of any fractional share of Parent Common Stock) as contemplated by Section 1.51. 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 the Exchange Agent, Parent or the Surviving Corporation with respect to such Company Stock Certificate, and, in such case, the Exchange Agent will issue in exchange for such lost, stolen or destroyed Company Stock Certificates the shares of Parent Common Stock and any cash in lieu of fractional shares. (c) No dividends or other distributions declared or made with respect to Parent Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Company Stock Certificate with respect to the shares of Parent Common Stock represented thereby, that such holder has the right to receive in the Merger until such holder surrenders such Company Stock Certificate in accordance with this Section 1.8 (at which time such holder shall be entitled entitled, subject to the effect of applicable escheat or similar laws, to receive all such dividends and distributions, without interest). (d) Any portion of the Exchange Fund that remains undistributed to holders of Company Stock Certificates as of the date 180 days after the date on which the Merger becomes effective Effective Time shall be delivered to Parent upon demand, and any holders of Company Stock Certificates who have not theretofore surrendered their Company Stock Certificates in accordance with this Section 1.8 shall thereafter look only to Parent for satisfaction of their claims for Parent Common Stock, cash in lieu of fractional shares of Parent Common Stock and any dividends or distributions with respect to Parent Common Stock. (e) Each of the Exchange Agent, Parent and the Surviving Corporation shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable pursuant to this Agreement to any holder or former holder of Company Common Stock such amounts as may be required to be deducted or withheld therefrom under the Code or under any provision of state, local or foreign tax law or under any other applicable Legal Requirement. 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 Person to whom such amounts would otherwise have been paid. (f) Neither Parent nor the Surviving Corporation shall be liable to any holder or former holder of Company Common Stock or to any other Person with respect to any shares of Parent Common Stock (or dividends or distributions with respect thereto), or for any cash amounts, delivered to any public official pursuant to any applicable abandoned propertyproperty law, escheat law or similar Legal Requirement.

Exchange of Certificates. (a) Prior to the Closing Date, Parent shall select a reputable bank or trust company to act as exchange agent in the Merger (the "Exchange Agent"). Promptly after the Effective Time, Parent shall deposit with the Exchange Agent (i) certificates representing the shares of Parent Common Stock issuable pursuant to this Section 1 and (ii) cash sufficient to make payments in lieu of fractional shares in accordance with Section 1.5(d). The shares of Parent Common Stock and cash amounts so deposited with the Exchange Agent, together with any dividends or distributions received by the Exchange Agent with respect to such shares, are referred to collectively as the "Exchange Fund." (b) As soon as practicable after the Effective Time, the Exchange Agent will mail to the registered holders of Company Stock Certificates (i) a letter of transmittal in customary form and containing such provisions as Parent may reasonably specify (including a provision confirming that delivery of Company Stock Certificates shall be effected, and risk of loss and title to Company Stock Certificates shall pass, only upon delivery of such Company Stock Certificates to the Exchange Agent), and (ii) instructions for use in effecting the Upon surrender of Company Stock Certificates in exchange for certificates representing Parent Common Stock. Subject to Section 1.5(d), upon surrender of a Company Stock Certificate to the Exchange Agent of a Certificate for exchangecancellation, together with a such letter of transmittal, duly executed letter of transmittal and completed in accordance with the instructions thereto, and such other documents as may be reasonably required by the Exchange Agent or Parentpursuant to such instructions, (A) the holder of such Company Stock Certificate shall be entitled to receive in exchange therefor a certificate representing the that number of whole shares of Parent Common Stock that which such holder has the right to receive holder's shares of Company Common Stock have been converted into pursuant to the provisions of Section 1.5(a)(iii) together with this Article II (and any cash in lieu of any fractional share(s) shares of Parent Common Stock to which such holder is entitled pursuant to the provisions of Section 1.5(d2.4(f)) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.4(d)), and (B) the Company Stock 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, shares of Parent Common Stock, cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.4(f) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.4(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 1.8(b)2.4, each Company Stock Certificate shall be deemed, from and deemed at all times after the Effective Time, Time to represent only the right to receive upon such surrender the number of whole shares of Parent Common Stock (and into which the shares of Company Common Stock formerly represented thereby have been converted, cash in lieu of any fractional share of Parent Common Stock) 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 the Exchange Agent, Parent or the Surviving Corporation with respect to such Company Stock Certificate. (c) No dividends or other distributions declared or made with respect to Parent Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Company Stock Certificate with respect to the shares of Parent Common Stock represented thereby, until to which such holder surrenders such Company Stock Certificate in accordance with this is entitled pursuant to Section 1.8 (at which time such holder shall be entitled to receive all such dividends and distributions, without interest). (d2.4(f) Any portion of the Exchange Fund that remains undistributed to holders of Company Stock Certificates as of the date 180 days after the date on which the Merger becomes effective shall be delivered to Parent upon demand, and any holders of Company Stock Certificates who have not theretofore surrendered their Company Stock Certificates in accordance with this Section 1.8 shall thereafter look only to Parent for satisfaction of their claims for Parent Common Stock, cash in lieu of fractional shares of Parent Common Stock and any dividends or other distributions with respect to Parent Common Stock. (e) Each of the Exchange Agent, Parent and the Surviving Corporation shall be which such holder is entitled to deduct and withhold from any consideration payable or otherwise deliverable pursuant to this Agreement to any holder or former holder of Company Common Stock such amounts as may be required to be deducted or withheld therefrom under the Code or under any provision of state, local or foreign tax law or under any other applicable Legal Requirement. 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 Person to whom such amounts would otherwise have been paidSection 2.4(d). (f) Neither Parent nor the Surviving Corporation shall be liable to any holder or former holder of Company Common Stock with respect to any shares of Parent Common Stock (or dividends or distributions with respect thereto), or for any cash amounts, delivered to any public official pursuant to any applicable abandoned property, escheat or similar Legal Requirement.

Exchange of Certificates. (a) Prior On or prior to the Closing Date, Parent shall select a reputable bank or trust company reasonably acceptable to the Company to act as exchange agent in the Merger (the "Exchange Agent"). Promptly As promptly as practicable after the Effective Time, Parent shall deposit with the Exchange Agent Agent: (i) certificates representing the shares of Parent Common Stock issuable pursuant to this Section 1 1.5; and (ii) cash sufficient to make payments in lieu of fractional shares in accordance with Section 1.5(d). The shares of Parent Common Stock and cash amounts so deposited with the Exchange Agent, together with any dividends or distributions received by the Exchange Agent with respect to such sharesshares of Parent Common Stock, are referred to collectively as the "Exchange Fund." (b) As soon promptly as practicable after the Effective Time, the Exchange Agent will mail to the registered Persons who were record holders of Company Stock Certificates immediately prior to the Effective Time: (i) a letter of transmittal in customary form and containing such provisions as Parent may reasonably specify and the Company shall reasonably approve prior to the Effective Time (including a provision confirming that delivery of Company Stock Certificates shall be effected, and risk of loss and title to Company Stock Certificates shall pass, only upon delivery of such Company Stock Certificates to the Exchange Agent), ; and (ii) instructions for use in effecting the surrender of Company Stock Certificates in exchange for certificates representing Parent Common Stock. Subject to Section 1.5(d), upon Upon surrender of a Company Stock Certificate to the Exchange Agent for exchange, together with a duly executed letter of transmittal and such other documents as may be reasonably required by the Exchange Agent or Parent, : (A) the holder of such Company Stock Certificate shall be entitled to receive in exchange therefor a certificate representing 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(a)(iii) together with any 1.5 (and cash in lieu of any fractional share(s) pursuant to the provisions share of Section 1.5(dParent Common Stock), ; and (B) the Company Stock Certificate so surrendered shall be canceled. Until surrendered as contemplated by this Section 1.8(b1.7(b), each Company Stock Certificate shall be deemed, from and after the Effective Time, to represent only the right to receive shares of Parent Common Stock (and cash in lieu of any fractional share of Parent Common Stock) as contemplated by Section 1.5. If any Company Stock Certificate shall have been lost, stolen or destroyed, Parent may, in its reasonable 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 the Exchange Agent, Parent or the Surviving Corporation with respect to such Company Stock Certificate. (c) Notwithstanding anything to the contrary contained in this Agreement, no shares of Parent Common Stock (or certificates therefor) shall be issued in exchange for any Company Stock Certificate to any Person who was an "affiliate" (as that term is used in Rule 145 under the Securities Act) of the Company at the time of the Company Stockholders' Meeting (as defined in Section 5.2(a)) until such Person shall have delivered to Parent and the Company a duly executed Affiliate Agreement required by Section 5.9. (d) No dividends or other distributions declared or made with respect to Parent Common Stock with a record date after the Effective Time shall be paid or otherwise delivered to the holder of any unsurrendered Company Stock Certificate with respect to the shares of Parent Common Stock represented thereby, that such holder has the right to receive in the Merger until such holder surrenders such Company Stock Certificate in accordance with this Section 1.8 1.7. Subject to applicable Legal Requirements (at which time including applicable abandoned property, escheat or similar laws), following surrender of any such Company Stock Certificate, the Exchange Agent will deliver to the record holder shall be entitled to receive all such dividends and distributionsthereof, without interest): (i) a certificate representing the number of whole shares of Parent Common Stock issued in exchange therefor along with cash in lieu of any fractional share pursuant to Section 1.5(d) and the amount of any such dividends or other distributions with a record date after the Effective Time (and with a payment date prior to the date of surrender of such Company Stock Certificate) payable with respect to such whole shares of Parent Common Stock; and (ii) on the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time (and with a payment date on or subsequent to the date of surrender of such Company Stock Certificate) payable with respect to such whole shares of Parent Common Stock. (de) Any portion of the Exchange Fund that remains undistributed to holders of Company Stock Certificates as of the date 180 days after the date on which the Merger becomes effective shall be delivered to Parent upon demand, and any holders of Company Stock Certificates who have not theretofore surrendered their Company Stock Certificates in accordance with this Section 1.8 1.7 shall thereafter look only to Parent for satisfaction of their claims for Parent Common Stock, cash in lieu of fractional shares of Parent Common Stock and any dividends or distributions with respect to shares of Parent Common Stock. (ef) Each of the Exchange Agent, Parent and the Surviving Corporation shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable pursuant to this Agreement to any holder or former holder of Company Common Stock such amounts as may be required to be deducted or withheld therefrom from such consideration under the Code or under any provision of state, local or foreign tax law or under any other applicable Legal Requirement. 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 Person to whom such amounts would otherwise have been paid. (fg) Neither Parent nor the Surviving Corporation shall be liable to any holder or former holder of Company Common Stock or to any other Person with respect to any shares of Parent Common Stock (or dividends or distributions with respect thereto), or for any cash amounts, delivered to any public official pursuant to any applicable abandoned propertyproperty law, escheat law or other similar Legal Requirement.

Exchange of Certificates. As soon as practicable after the Milestone Date (aand in no event later than thirty (30) Prior to days after the Closing Milestone Date), Parent shall select a reputable bank notify the Rights Agent of the occurrence of the Milestone Date, the aggregate Milestone Payments received by the Company or trust company to act as exchange agent in its affiliates (including Parent) and the Merger (Per Share Price, and the "Exchange Agent"). Promptly after the Effective TimeRights Agent shall, Parent shall deposit upon being provided with the Exchange Agent notice and instructions for surrender referred to below, promptly thereafter mail to all Holders of record of CVRs (i) certificates representing notice of the shares occurrence of Parent Common Stock issuable pursuant the Milestone Date and of the number of Rights Shares per CVR that Holders are entitled to this Section 1 receive upon surrender of their CVR Certificates and (ii) cash sufficient to make payments instructions for surrendering their CVR Certificates in lieu of fractional shares in accordance with Section 1.5(d). The exchange for a certificate representing shares of Parent Common Stock and cash amounts so deposited 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 Exchange Rights Agent, together with any dividends or distributions received by the Exchange Agent with respect to such shares, are referred to collectively as the "Exchange Fund." (b) As soon as practicable after the Effective Time, the Exchange Agent will mail to the registered holders of Company Stock Certificates (i) a letter of transmittal in customary form and containing such provisions as Parent may reasonably (which shall specify (including a provision confirming that delivery of Company Stock Certificates shall be effected, and risk of loss of, and title to Company Stock to, the CVR Certificates shall pass, only upon delivery of such Company Stock the CVR Certificates to the Exchange Rights Agent)) and other requested documents and in accordance with the instructions thereon, and (ii) instructions for use in effecting the surrender of Company Stock Certificates in exchange for certificates representing Parent Common Stock. Subject to Section 1.5(d), upon surrender of a Company Stock Certificate to the Exchange Agent for exchange, together with a duly executed letter of transmittal and such other documents as may be reasonably required by the Exchange Agent or Parent, (A) the holder Holder of such Company Stock Certificate Certificates shall be entitled to receive in exchange therefor (a) a certificate representing the that number of whole shares of Parent Common Stock that such holder has into which the right to receive CVRs theretofore represented by the CVR Certificates so surrendered shall have been converted pursuant to the provisions of Section 1.5(a)(iiithis Agreement and (b) together with a check in the amount of any cash in lieu of fractional share(s) due pursuant to Section 4.1(b) or Section 4.4. No interest shall be paid or shall accrue on any such amounts. Until surrendered in accordance with the provisions of Section 1.5(d), and (B) the Company Stock Certificate so surrendered shall be canceled. Until surrendered as contemplated by this Section 1.8(b)Section, each Company Stock CVR Certificate shall be deemed, from and after the Effective Time, to 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 (and cash are to be issued in lieu of any fractional share of Parent Common Stock) as contemplated by Section 1.5. If any Company Stock a name other than that in which the CVR Certificate surrendered is registered, it shall have been lost, stolen or destroyed, Parent may, in its discretion and as be a condition precedent 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 any a 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 the Exchange Agent, Parent or the Surviving Corporation with respect to such Company Stock Certificate. (c) No dividends or other distributions declared or made with respect to Parent Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Company Stock Certificate with respect to the shares of Parent Common Stock represented therebyin a name other than that of the registered Holder of the CVR Certificate surrendered, until or establish to the satisfaction of the Rights Agent that such tax has been paid or 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 surrenders of an unsurrendered CVR Certificate shall look solely to Parent for any amounts to which such Company Stock Certificate in accordance with Holder may be due, subject to applicable law. Notwithstanding any other provisions of this Section 1.8 (at which time such holder shall be entitled to receive all such dividends and distributionsAgreement, without interest). (d) Any any portion of the Exchange Fund that remains undistributed to holders of Company Stock Certificates as of the date 180 days CVR Consideration remaining unclaimed five years after the Milestone Date (or such earlier date on which the Merger becomes effective shall be delivered immediately prior to Parent upon demand, and any holders of Company Stock Certificates who have not theretofore surrendered their Company Stock Certificates in accordance with this Section 1.8 shall thereafter look only to Parent for satisfaction of their claims for Parent Common Stock, cash in lieu of fractional shares of Parent Common Stock and any dividends or distributions with respect to Parent Common Stock. (e) Each of the Exchange Agent, Parent and the Surviving Corporation shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable pursuant to this Agreement to any holder or former holder of Company Common Stock such amounts time as may be required to be deducted or withheld therefrom under the Code or under any provision of state, local or foreign tax law or under any other applicable Legal Requirement. 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 Person to whom such amounts would otherwise have been paid. (fescheat to, or become property of, any governmental entity) Neither Parent nor the Surviving Corporation shall be liable returned to any holder or former holder of Company Common Stock with respect to any shares of Parent Common Stock (or dividends or distributions with respect thereto), or for any cash amounts, delivered to any public official pursuant to any applicable abandoned property, escheat or similar Legal Requirementthe Parent.

Exchange of Certificates. (a) Prior On or prior to the Closing Date, Parent shall select a reputable bank or trust company to act as exchange agent in the Merger (the "“Exchange Agent"”). Promptly after the Effective Time, but in no event later than two business days thereafter, Parent shall deposit with the Exchange Agent (i) certificates representing the shares of Parent Common Stock issuable pursuant to this Section 1 1, and (ii) cash sufficient to make payments in lieu of fractional shares in accordance with Section 1.5(d1.5(c). The shares of Parent Common Stock and cash amounts so deposited with the Exchange Agent, together with any dividends or distributions received by the Exchange Agent with respect to such shares, are referred to collectively as the "“Exchange Fund."” (b) As soon as reasonably practicable after the Effective Time but in any event not later than five business days after the Effective Time, the Exchange Agent will mail to the registered record holders of Company Stock Certificates (i) a letter of transmittal in customary the form and containing such provisions attached hereto as Parent may reasonably specify (including a provision confirming that delivery of Company Stock Certificates shall be effected, and risk of loss and title to Company Stock Certificates shall pass, only upon delivery of such Company Stock Certificates to the Exchange Agent)Exhibit F, and (ii) instructions for use in effecting the surrender of Company Stock Certificates in exchange for certificates representing Parent Common Stock. Subject to Section 1.5(d), upon Upon surrender of a Company Stock Certificate to the Exchange Agent for exchange, together with a duly executed letter of transmittal and such other documents as may be reasonably required by the Exchange Agent or Parent, (A1) the holder of such Company Stock Certificate shall be entitled to receive in exchange therefor a certificate or evidence of shares in book entry form representing 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(a)(iii) together with any 1.5 (and cash in lieu of any fractional share(s) pursuant to the provisions share of Section 1.5(dParent Common Stock), and (B2) the Company Stock Certificate so surrendered shall be canceled. Until surrendered as contemplated by this Section 1.8(b)1.7, each Company Stock Certificate shall be deemed, from and after the Effective Time, to represent only the right to receive shares of Parent Common Stock (and cash in lieu of any fractional share of Parent Common Stock) as contemplated by this Section 1.51. 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 the Exchange Agent, Parent or the Surviving Corporation with respect to such Company Stock Certificate. (c) No dividends or other distributions declared or made with respect to Parent Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Company Stock Certificate with respect to the shares of Parent Common Stock represented thereby, until such holder surrenders such Company Stock Certificate in accordance with this Section 1.8 (at which time such holder shall be entitled to receive all such dividends and distributions, without interest). (d) Any portion of the Exchange Fund that remains undistributed to holders of Company Stock Certificates as of the date 180 days after the date on which the Merger becomes effective shall be delivered to Parent upon demand, and any holders of Company Stock Certificates who have not theretofore surrendered their Company Stock Certificates in accordance with this Section 1.8 shall thereafter look only to Parent for satisfaction of their claims for Parent Common Stock, cash in lieu of fractional shares of Parent Common Stock and any dividends or distributions with respect to Parent Common Stock. (e) Each of the Exchange Agent, Parent and the Surviving Corporation shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable pursuant to this Agreement to any holder or former holder of Company Common Stock such amounts as may be required to be deducted or withheld therefrom under the Code or under any provision of state, local or foreign tax law or under any other applicable Legal Requirement. 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 Person to whom such amounts would otherwise have been paid. (f) Neither Parent nor the Surviving Corporation shall be liable to any holder or former holder of Company Common Stock with respect to any shares of Parent Common Stock (or dividends or distributions with respect thereto), or for any cash amounts, delivered to any public official pursuant to any applicable abandoned property, escheat or similar Legal Requirement.

Exchange of Certificates. (a) Prior to the Closing Datetime of the mailing of the Joint Proxy Statement/Prospectus to holders of record of shares of Company Common Stock entitled to vote at the Company Shareholders Meeting, Parent shall select a reputable bank or trust company to act as exchange agent in the Merger (the "“Exchange Agent"”). Promptly As soon as practicable after the Effective Time, Parent shall deposit with the Exchange Agent (i) certificates representing the shares of Parent Common Stock issuable pursuant to this Section 1 1, and (ii) $25,000,000 to pay the aggregate cash consideration and (iii) cash sufficient to make payments in lieu of fractional shares in accordance with Section 1.5(d). The shares of Parent Common Stock and cash amounts so deposited with the Exchange Agent, together with any dividends or distributions received by the Exchange Agent with respect to such shares, are referred to collectively as the "“Exchange Fund."” (b) As soon as reasonably practicable after the Effective Time, the Exchange Agent will mail to the registered record holders of Company Stock Certificates (i) a letter of transmittal in customary form and containing such provisions as Parent may reasonably specify (including a provision confirming that delivery of Company Stock Certificates shall be effected, and risk of loss and title to Company Stock Certificates shall pass, only upon delivery of such Company Stock Certificates to the Exchange Agent), and (ii) instructions for use in effecting the surrender of Company Stock Certificates in exchange for certificates representing Parent Common StockStock and/or the Cash Consideration, as applicable. Subject to Section 1.5(d), upon Upon surrender of a Company Stock Certificate to the Exchange Agent for exchange, together with a duly executed letter of transmittal and such other documents as may be reasonably required by the Exchange Agent or Parent, (A1) the holder of such Company Stock Certificate shall be entitled to receive in exchange therefor a certificate representing 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(a)(iii) together with any 1.5 and the aggregate amount of Cash Consideration that such holder has the right to receive pursuant to the provision of Section 1.5 (and cash in lieu of any fractional share(s) pursuant to the provisions share of Section 1.5(dParent Common Stock), and (B2) the Company Stock Certificate so surrendered shall be canceled. Until surrendered as contemplated by this Section 1.8(b), each Company Stock Certificate shall be deemed, from and after the Effective Time, to represent only the right to receive shares of Parent Common Stock and/or Cash Consideration (and cash in lieu of any fractional share of Parent Common Stock) 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 the Exchange Agent, Parent or the Surviving Corporation with respect to such Company Stock Certificate. (c) Notwithstanding anything to the contrary contained in this Agreement, no shares of Parent Common Stock (or certificates therefor) shall be issued in exchange for any Certificate to any Person who may be an “affiliate” (as that term is used in Rule 145 under the Securities Act) of the Company until such Person shall have delivered to Parent and the Company a duly executed Affiliate Agreement as contemplated by Section 5.10. (d) No dividends or other distributions declared or made with respect to Parent Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Company Stock Certificate with respect to the shares of Parent Common Stock represented thereby, that such holder has the right to receive in the Merger until such holder surrenders such Company Stock Certificate in accordance with this Section 1.8 (at which time such holder shall be entitled entitled, subject to the effect of applicable escheat or similar laws, to receive all such dividends and distributions, without interest). (de) Any portion of the Exchange Fund that remains undistributed to holders of Company Stock Certificates as of the date 180 days after the date on which the Merger becomes effective shall be delivered to Parent upon demand, and any holders of Company Stock Certificates who have not theretofore surrendered their Company Stock Certificates in accordance with this Section 1.8 1.7 shall thereafter look only to Parent for satisfaction of their claims for Parent Common Stock, Cash Consideration, cash in lieu of fractional shares of Parent Common Stock and any dividends or distributions with respect to Parent Common Stock. (ef) Each of the Exchange Agent, Parent and the Surviving Corporation shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable pursuant to this Agreement to any holder or former holder of Company Common Stock such amounts as may be required to be deducted or withheld therefrom under the Code or under any provision of state, local or foreign tax law or under any other applicable Legal Requirement. 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 Person to whom such amounts would otherwise have been paid. (fg) Neither Parent nor the Surviving Corporation shall be liable to any holder or former holder of Company Common Stock or to any other Person with respect to any shares of Parent Common Stock (or dividends or distributions with respect thereto), or for any cash amounts, delivered to any public official pursuant to any applicable abandoned propertyproperty law, escheat law or similar Legal Requirement.

Exchange of Certificates. (a) Prior On or prior to the Closing Date, Parent shall select a reputable bank appoint Xxxxx Fargo Shareowner Services or trust company another institution reasonably satisfactory to the Company to act as exchange agent Payment Agent in the Merger (the "Exchange “Payment Agent"”). Promptly after the Effective Time, Parent shall deposit cause to be deposited with the Exchange Payment Agent (ifor the benefit of the holders of Company Common Stock, subject to Sections 1.5(c) certificates representing and 1.8, the shares of Parent Common Stock issuable cash consideration payable pursuant to this Section 1 and (ii) cash sufficient to make payments in lieu of fractional shares in accordance with Section 1.5(d)1.5. The shares of Parent Common Stock and cash amounts amount so deposited with the Exchange Agent, together with any dividends or distributions received by the Exchange Payment Agent with respect to such shares, are is referred to collectively as the "Exchange “Payment Fund."” (b) As soon as reasonably practicable after the Effective Time, Parent shall cause the Exchange Payment Agent will to mail to the registered Persons who were record holders of Company Stock Certificates immediately prior to the Effective Time: (i) a letter of transmittal in customary form and containing such provisions as Parent may reasonably specify (including a provision confirming that delivery of Company Stock Certificates shall be effected, and risk of loss and title to Company Stock Certificates shall pass, only upon delivery of such Company Stock Certificates to the Exchange Payment Agent), ; and (ii) instructions for use in effecting the surrender of Company Stock Certificates in exchange for certificates representing Parent Common StockMerger Consideration. Subject to Section 1.5(d), upon Upon surrender of a Company Stock Certificate to the Exchange Payment Agent for exchange, together with a duly executed letter of transmittal and such other documents as may be reasonably required by the Exchange Payment Agent or Parent, : (A) subject to Section 1.5(c), the holder of such Company Stock Certificate shall be entitled to receive in exchange therefor a certificate representing the number of shares of Parent Common Stock Merger Consideration that such holder has the right to receive pursuant to the provisions of Section 1.5(a)(iii) together with any cash in lieu of fractional share(s) pursuant to the provisions of Section 1.5(d), 1.5; and (B) the Company Stock Certificate so surrendered shall be canceled. Until surrendered as contemplated by this Section 1.8(b1.7(b), each Company Stock Certificate shall be deemed, from and after the Effective Time, to represent only the right to receive shares of Parent Common Stock (and cash in lieu of any fractional share of Parent Common Stock) 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 delivery of any certificate representing Parent Merger Consideration with respect to the shares of Company Common StockStock previously represented by such Company Stock 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 directcustomary amount) as indemnity against any claim that may be made against the Exchange Payment Agent, Parent or the Surviving Corporation with respect to such Company Stock Certificate. (c) No dividends or other distributions declared or made with respect to Parent Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Company Stock Certificate with respect to the shares of Parent Common Stock represented thereby, until such holder surrenders such Company Stock Certificate in accordance with this Section 1.8 (at which time such holder shall be entitled to receive all such dividends and distributions, without interest). (d) Any portion of the Exchange Payment Fund that remains undistributed to holders of Company Stock Certificates as of the date 180 days after first anniversary of the date on which the Merger becomes effective Effective Time shall be delivered to Parent upon demand, and any holders of Company Stock Certificates who have not theretofore surrendered their Company Stock Certificates in accordance with this Section 1.8 1.7 shall thereafter look only to Parent for satisfaction of their claims for Parent Common Stock, cash in lieu of fractional shares of Parent Common Stock and any dividends or distributions with respect to Parent Common StockMerger Consideration. (ed) Each of the Exchange Payment Agent, Parent and the Surviving Corporation shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable pursuant to this Agreement to any holder or former holder of Company Common Stock or Company Equity Award such amounts as may be required to be deducted or withheld therefrom from such consideration under the Code or under any provision of state, local or foreign tax law or under any other applicable Legal Requirement. 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 Person to whom such amounts would otherwise have been paid. (fe) Neither Parent nor the Surviving Corporation shall be liable to any holder or former holder of Company Common Stock or to any other Person with respect to any shares of Parent Common Stock (or dividends or distributions with respect thereto), or for any cash amounts, Merger Consideration delivered to any public official pursuant to any applicable abandoned propertyproperty law, escheat law or similar Legal Requirement.” 2.9 Amendment to Sections 2.23 and 3.4 of the Merger Agreement. Section 3.4 of the Merger Agreement and the final paragraph of Section 2.23 of the Merger Agreement shall each be amended by replacing the words “(as they relate to the Form S-4 Registration Statement and the Prospectus/Proxy Statement)” with the words “(as they relate to the Proxy Statement)”. 2.10 Amendment to Section 2.24

Exchange of Certificates. (a) Prior to the Closing DateEffective Time, as required by subsections (b) and (c) below, Parent shall select deliver to its transfer agent, or a reputable bank depository or trust company institution of recognized standing selected by Parent and Acquisition and reasonably satisfactory to act as exchange agent in the Merger Company (the "“Exchange Agent"). Promptly after ”) for the Effective Time, Parent shall deposit benefit of the holders of Shares for exchange in accordance with the Exchange Agent this Article 2: (i) certificates representing the appropriate number of shares of Parent Common Stock issuable pursuant to this Section 1 2.8 and (ii) cash sufficient to make payments be paid in lieu of fractional shares in accordance with Section 1.5(d). The of Parent Common Stock (such shares of Parent Common Stock and such cash amounts so deposited with the Exchange Agent, together with any dividends or distributions received by the Exchange Agent with respect to such shares, are hereinafter referred to collectively as the "“Exchange Fund”), in exchange for outstanding Shares." (b) As soon as practicable Promptly after the Effective Time, the Exchange Agent will shall mail to each holder of record of a certificate or certificates that immediately prior to the registered holders Effective Time represented outstanding Shares (the “Certificates”) and whose shares were converted into the right to receive shares of Company Parent Common Stock Certificates pursuant to Section 2.8: (i) a letter of transmittal in customary form and containing such provisions as Parent may reasonably (which shall specify (including a provision confirming that delivery of Company Stock Certificates shall be effected, effected and risk of loss and title to Company Stock the Certificates shall pass, pass only upon delivery of such Company Stock the Certificates to the Exchange Agent), Agent and shall be in such form and have such other customary provisions as Parent and the Company may reasonably specify) and (ii) instructions for use in effecting the surrender of Company Stock the Certificates in exchange for certificates representing shares of Parent Common Stock. Subject to Section 1.5(d), upon Upon surrender of a Company Stock Certificate for cancellation to the Exchange Agent for exchangeAgent, together with a duly executed such letter of transmittal and such other documents as may be reasonably required by the Exchange Agent or Parentduly executed, (A) the holder of such Company Stock Certificate shall be entitled to receive in exchange therefor a certificate representing the that number of whole shares of Parent Common Stock and, if applicable, a check representing the cash consideration to which such holder may be entitled on account of a fractional share of Parent Common Stock that such holder has the right to receive pursuant to the provisions of Section 1.5(a)(iii) together with any cash in lieu of fractional share(s) pursuant to the provisions of Section 1.5(d)this Article 2, and (B) the Company Stock Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Shares that is not registered in the transfer records of the Company, a certificate representing the proper number of shares of Parent Common Stock may be issued to a transferee if the Certificate representing such Shares 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 1.8(b)2.10, each Company Stock Certificate shall be deemed, from and deemed at any time after the Effective Time, Time to represent only the right to receive upon such surrender the certificate representing shares of Parent Common Stock (and cash in lieu of any fractional share shares of Parent Common Stock) Stock as contemplated by this 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 the Exchange Agent, Parent or the Surviving Corporation with respect to such Company Stock Certificate2.10. (c) 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 Company Stock Certificate with respect to the shares of Parent Common Stock represented thereby, until and no cash payment in lieu of fractional shares shall be paid to any such holder surrenders pursuant to Section 2.10(f), until the holder of record of such Company Certificate shall surrender such Certificate. Subject to the effect of applicable laws, following surrender of any such Certificate there shall be paid to the record holder of the certificates representing whole shares of Parent Common Stock issued in exchange therefor without interest (i) the amount of any cash payable in lieu of a fractional share of Parent Common Stock to which such holder is entitled pursuant to Section 2.10(f) and the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such number of 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 subsequent to surrender payable with respect to such whole shares of Parent Common Stock. (d) In the event that any Certificate for Shares shall have been lost, stolen or destroyed, the Exchange Agent shall issue in exchange therefor upon the making of an affidavit of that fact by the holder thereof such shares of Parent Common Stock and cash in lieu of fractional shares, if any, as may be required pursuant to this Agreement; provided, however, that Parent or the Exchange Agent may, in its discretion, require the delivery of a suitable bond or indemnity. (e) All shares of Parent Common Stock issued upon the surrender for exchange of Shares in accordance with the terms hereof (including any cash paid pursuant to Section 2.10(c) or 2.10(f)) shall be deemed to have been issued in full satisfaction of all rights pertaining to such Shares and there shall be no further registration of transfers on the stock transfer books of the Surviving Company of the Shares that were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates are presented to the Surviving Company for any reason, they shall be canceled and exchanged as provided in this Section 1.8 Article 2. (at which time such f) No fractions of a share of Parent Common Stock shall be issued in the Merger, but in lieu thereof each holder of Shares otherwise entitled to a fraction of a share of Parent Common Stock shall upon surrender of his or her Certificate or Certificates be entitled to receive all such dividends and distributions, an amount of cash (without interest)) determined by multiplying the closing price of a share of Parent Common Stock on the NYSE (as reported in the New York City edition of the Wall Street Journal or, if not reported thereby, another nationally recognized source) on the date of the Effective Time by the fractional share interest to which such holder would otherwise be entitled. The parties acknowledge that payment of the cash consideration in lieu of issuing fractional shares was not separately bargained for consideration, but merely represents a mechanical rounding off for purposes of simplifying the corporate and accounting complexities that would otherwise be caused by the issuance of fractional shares. (dg) Any portion of the Exchange Fund that remains undistributed to holders of Company Stock Certificates as the stockholders of the date 180 days after Company upon the date on which one year anniversary the Merger becomes effective Effective Time shall be delivered to Parent upon demand, and any holders stockholders of the Company Stock Certificates who have not theretofore surrendered their Company Stock Certificates in accordance complied with this Section 1.8 Article 2 shall thereafter look only to Parent for satisfaction payment of their claims claim for Parent Common Stock, Stock and cash in lieu of fractional shares of Parent Common Stock shares, as the case may be, and any applicable dividends or distributions with respect to Parent Common Stock. (e) Each of the Exchange Agent, Parent and the Surviving Corporation shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable pursuant to this Agreement to any holder or former holder of Company Common Stock such amounts as may be required to be deducted or withheld therefrom under the Code or under any provision of state, local or foreign tax law or under any other applicable Legal Requirement. 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 Person to whom such amounts would otherwise have been paid. (fh) Neither Parent nor the Surviving Corporation Company shall be liable to any holder or former holder of Company Common Stock with respect to any Shares for shares of Parent Common Stock (or dividends or distributions with respect thereto), ) or for any cash amounts, from the Exchange Fund delivered to any a public official pursuant to and as required by any applicable abandoned property, escheat or similar Legal Requirementlaw. (i) Notwithstanding anything herein to the contrary, Parent or Exchange Agent may withhold Merger Consideration as they reasonably deem necessary to satisfy their withholding obligations under applicable law, and the withholding of any such Merger Consideration for such purpose shall be treated as the payment thereof to the person from whom such amount was withheld for purposes of determining whether such person received amounts to which such person is entitled hereunder.

Exchange of Certificates. (a) Prior At the Closing, each Stockholder shall deliver certificates which immediately prior to the Closing DateEffective Time represented outstanding Shares of the Company (each, Parent shall select a reputable bank or trust company to act as exchange agent in the Merger (the "Exchange AgentCertificate"). Promptly after the Effective Time, Parent shall deposit with the Exchange Agent (i) certificates representing the shares of Parent Common Stock issuable pursuant to this Section 1 and (ii) cash sufficient to make payments in lieu of fractional shares in accordance with Section 1.5(d). The shares of Parent Common Stock and cash amounts so deposited with the Exchange Agent, together with any dividends or distributions received by the Exchange Agent with respect to such shares, are referred to collectively as the "Exchange Fund." (b) As soon as practicable after the Effective Time, the Exchange Agent will mail to the registered holders of Company Stock Certificates (i) a letter of transmittal in customary form and containing such provisions as Parent may reasonably specify (including a provision confirming that delivery of Company Stock Certificates shall be effected, and risk of loss and title to Company Stock Certificates shall pass, only upon delivery of such Company Stock Certificates to the Exchange Agent), and (ii) instructions for use in effecting the surrender of Company Stock Certificates in exchange for certificates representing Parent Common Stock. Subject to Section 1.5(d), upon Upon surrender of a Company Stock Certificate for cancellation to the Exchange Agent for exchangeSurviving Corporation at the Closing, together with a duly executed letter of transmittal the Certificate so surrendered shall forthwith be canceled and such other documents as may be reasonably required by the Exchange Agent or Parent, (A) the holder of such Company Stock Certificate shall be entitled to receive in exchange therefor a certificate representing the number (A) an amount of shares of Parent Common Stock that such holder has the right to receive pursuant cash for each Cash Share equal to the provisions of Section 1.5(a)(iii) together with any cash in lieu of fractional share(s) pursuant to the provisions of Section 1.5(d)Per Share Merger Consideration, and (B) for each Retained Share, the Common Stock Units due in respect thereof calculated in accordance with Section 1.5(f). In the event of a transfer of ownership of shares of Company Stock which is not registered in the transfer records of the Company Stock as of the Effective Time, the Applicable Merger Consideration may be paid in accordance with this Article I to a transferee if the Certificate so surrendered shall be canceled. Until surrendered as contemplated evidencing such Shares is presented to the Surviving Corporation, accompanied by all documents required to evidence and effect such transfer pursuant to this Section 1.8(b)1.6(a) and by evidence that any applicable stock transfer taxes have been paid. Anything herein to the contrary notwithstanding, each Company Stock Certificate no interest or dividends shall accrue or be deemed, from payable or paid on any portion of the Applicable Merger Consideration payable to any person hereunder. At and after the Effective Time, each holder of a Certificate to represent only be canceled pursuant to this Section 1.6 shall cease to have any rights as a stockholder of the Company, except for the right to receive shares surrender Certificates in the manner prescribed by this Section 1.6 in exchange for payment of Parent Common Stock (and the Applicable Merger Consideration. All required cash in lieu of any fractional share of Parent Common Stock) 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 payments 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 the Exchange Agent, Parent or the Surviving Corporation with respect to such Company Stock Certificate. (c) No dividends or other distributions declared or made with respect to Parent Common Stock with a record date after the Effective Time Stockholders shall be paid by wire transfer of immediately available funds at the Closing to the holder of any unsurrendered Company Stock Certificate with respect accounts specified by the Stockholders not later than two days prior to the shares of Parent Common Stock represented thereby, until such holder surrenders such Company Stock Certificate in accordance with this Section 1.8 (at which time such holder shall be entitled to receive all such dividends and distributions, without interest)Closing Date. (d) Any portion of the Exchange Fund that remains undistributed to holders of Company Stock Certificates as of the date 180 days after the date on which the Merger becomes effective shall be delivered to Parent upon demand, and any holders of Company Stock Certificates who have not theretofore surrendered their Company Stock Certificates in accordance with this Section 1.8 shall thereafter look only to Parent for satisfaction of their claims for Parent Common Stock, cash in lieu of fractional shares of Parent Common Stock and any dividends or distributions with respect to Parent Common Stock. (e) Each of the Exchange Agent, Parent and the Surviving Corporation shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable pursuant to this Agreement to any holder or former holder of Company Common Stock such amounts as may be required to be deducted or withheld therefrom under the Code or under any provision of state, local or foreign tax law or under any other applicable Legal Requirement. 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 Person to whom such amounts would otherwise have been paid. (f) Neither Parent nor the Surviving Corporation shall be liable to any holder or former holder of Company Common Stock with respect to any shares of Parent Common Stock (or dividends or distributions with respect thereto), or for any cash amounts, delivered to any public official pursuant to any applicable abandoned property, escheat or similar Legal Requirement.

Exchange of Certificates. (a) Prior On or prior to the Closing Date, Parent shall select a reputable bank or trust company to act as exchange agent in the Merger (the "Exchange Agent"). Promptly From time to time after the Effective Time, as required to effect the deliveries contemplated by Section 1.7(b), (i) Parent shall deposit with make available to the Exchange Agent (i) certificates representing the shares of Parent Common Stock Subordinate Voting Shares issuable pursuant to this Section 1 and 1, (ii) Parent, or a wholly owned subsidiary of Parent, shall make available to the Exchange Agent cash sufficient to fund the cash consideration payable to holders of Series A Preferred and Series B Preferred in accordance with Sections 1.5(a)(v),1.5(a)(vi) and, if and to the extent applicable, 1.5(a)(viii), and (iii) Parent, or a wholly owned subsidiary of Parent, shall make available to the Exchange Agent cash sufficient to make payments in lieu of fractional shares in accordance with Section 1.5(d1.5(c) and dividend and distribution payments in accordance with Section 1.7(c). The shares of Parent Common Stock and cash amounts so deposited with the Exchange Agent, together with any dividends or distributions received by the Exchange Agent with respect to such shares, are referred to collectively as the "Exchange Fund." (b) As soon as reasonably practicable and in any event within ten (10) days after the Effective Time, Parent shall cause the Exchange Agent will to mail to the registered record holders of Company Stock Certificates (i) a letter of transmittal in customary form and containing such provisions as Parent may reasonably specify (including a provision confirming that delivery of Company Stock Certificates shall be effected, and risk of loss and title to Company Stock Certificates shall pass, only upon delivery of such Company Stock Certificates to the Exchange Agent), and (ii) instructions for use in effecting the surrender of Company Stock Certificates in exchange for (x) certificates representing Parent Subordinate Voting Shares in the case of Company Common StockStock and Series A Preferred and Series B Preferred with respect to which a valid Stock Election was made and cash in the amount that a holder of Series B Preferred Shares has the right to receive if such holder has made a valid Stock Election and there has not been an election made to pay the Optional Make Whole Payment in Parent Subordinate Shares and (y) cash in the case of Series A Preferred and Series B Preferred with respect to which a valid Stock Election was not made. Subject to Section 1.5(d), upon Upon surrender of a Company Stock Certificate to the Exchange Agent for exchange, together with a duly executed letter of transmittal and such other documents as may be reasonably required by the Exchange Agent or Parent, (Ax) the holder of such Company Stock Certificate shall be entitled to receive in exchange therefor (1) a certificate representing the number of shares whole Parent Subordinate Voting Shares that such holder has the right to receive, (2) in the case of Parent Common Stock Series A Preferred and Series B Preferred, cash in the amount that such holder has the right to receive pursuant if such holder has not made a valid Stock Election, or in the case of Series B Preferred Shares, cash in the amount that such holder has the right to receive if such holder has made a valid Stock Election and there has not been an election made to pay the provisions of Section 1.5(a)(iiiOptional Make Whole Payment in Parent Subordinate Voting Shares, (3) together with any cash in lieu of any fractional share(sParent Subordinate Voting Share and (4) pursuant to the provisions of any cash payable in accordance with Section 1.5(d1.7(d), and (By) the Company Stock Certificate so surrendered shall be canceled. Until surrendered as contemplated by this Section 1.8(b)1.7, each Company Stock Certificate shall be deemed, from and after the Effective Time, to represent only the right to receive shares (1) Parent Subordinate Voting Shares in the case of Parent Company Common Stock and Series A Preferred and Series B Preferred with respect to which a valid Stock Election was made and cash in the amount that a holder of Series B Preferred Shares has the right to receive if such holder has made a valid Stock Election and there has not been an election made to pay the Optional Make Whole Payment in Parent Subordinate Shares, (2) cash in the case of Series A Preferred and Series B Preferred with respect to which a valid Stock Election was not made, (3) cash in lieu of any fractional share of Parent Common Stock) Subordinate Voting Share as contemplated by this Section 1.51 and (4) any cash payable in accordance with Section 1.7(d). 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 StockSubordinate Voting Shares and/or cash, 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 the Exchange Agent, Parent or the Surviving Corporation with respect to such Company Stock Certificate. (c) If any Person who is an "affiliate" (as that term is used in Rule 145 under the Securities Act) of the Company has not delivered to Parent and the Company a duly executed Affiliate Agreement as contemplated by Section 5.10, then, with respect to Parent Subordinate Voting Shares issuable to such Person pursuant to the Merger, Parent may affix a legend to any certificate representing such shares describing the transfer restrictions of Rule 145 and issue related "stop transfer" instructions with respect thereto. (d) No dividends or other distributions declared or made with respect to Parent Common Stock Subordinate Voting Shares with a record date after the Effective Time shall be paid to the holder of any unsurrendered Company Stock Certificate with respect to the shares of Parent Common Stock represented thereby, Subordinate Voting Shares that such holder has the right to receive in connection with the Merger until such holder surrenders such Company Stock Certificate in accordance with this Section 1.8 (at which time 1.7. Following surrender of any such holder Company Stock Certificate, there shall be entitled paid to receive all such dividends and distributionsholder, without interest). (di) Any portion at the time of such surrender, the Exchange Fund that remains undistributed to holders amount of Company Stock Certificates as of the date 180 days after the date on which the Merger becomes effective shall be delivered to Parent upon demand, and any holders of Company Stock Certificates who have not theretofore surrendered their Company Stock Certificates in accordance with this Section 1.8 shall thereafter look only to Parent for satisfaction of their claims for Parent Common Stock, cash payable in lieu of a fractional shares Parent Subordinate Voting Share to which such holder is entitled pursuant to Section 1.5(c) and the proportionate amount of Parent Common Stock and any dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole Parent Common StockSubordinate Voting Shares, and (ii) at the appropriate payment date, the proportionate amount of any 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 whole Parent Subordinate Voting Shares. (e) Each of the Exchange Agent, Parent and the Surviving Corporation shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable pursuant to this Agreement to any holder or former holder of Company Common Stock Stock, Series A Preferred or Series B Preferred such amounts as may be required to be deducted or withheld therefrom under the Code or under any provision of state, local or foreign tax law or under any other applicable Legal Requirement. 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 Person to whom such amounts would otherwise have been paid. (f) Neither Parent nor the Surviving Corporation shall be liable to any holder or former holder of Company Common Stock Stock, Series A Preferred or Series B Preferred or to any other Person with respect to any shares of Parent Common Stock Subordinate Voting Shares (or dividends or distributions with respect thereto), or for any cash amounts, delivered to any public official pursuant to any applicable abandoned propertyproperty law, escheat law or similar Legal Requirement.

Exchange of Certificates. (a) Prior to the Closing Date, Parent shall select a reputable bank or trust company to act as exchange agent in the Merger (the "Exchange Agent"). Promptly after As of the Effective Time, Parent shall deposit with ChaseMellon Shareholder Services, L.L.C., or, following consultation with the Company, such other agent or agents (the "Exchange Agent") as may be appointed by Parent and Acquisition, for the benefit of the holders of Shares, for exchange in accordance with this Article 1, through the Exchange Agent Agent: (i) certificates representing the shares appropriate number of Parent Common Stock issuable pursuant to this Section 1 and (ii) cash sufficient to make payments in lieu of fractional shares in accordance with Section 1.5(d). The shares of Parent Common Stock and (ii) cash amounts so deposited with the Exchange Agent, together with any dividends or distributions received by the Exchange Agent with respect to be paid in lieu of fractional shares of Parent Common Stock (such shares, shares of Parent Common Stock and such cash are hereinafter referred to collectively as the "Exchange Fund") issuable pursuant to Section 1.8 in exchange for outstanding Shares." (b) As soon as reasonably practicable after the Effective Time, the Exchange Agent will shall mail to each holder of record of a certificate or certificates which immediately prior to the registered holders Effective Time represented outstanding Shares (the "Certificates") whose shares were converted into the right to receive shares of Company Parent Common Stock Certificates pursuant to Section 1.8: (i) a letter of transmittal in customary form and containing such provisions as Parent may reasonably (which shall specify (including a provision confirming that delivery of Company Stock Certificates shall be effected, and risk of loss and title to Company Stock the Certificates shall pass, only upon delivery of such Company Stock the Certificates to the Exchange Agent), Agent and shall be in such form and have such other provisions as Parent and the Company may reasonably specify) and (ii) instructions for use in effecting the surrender of Company Stock the Certificates in exchange for certificates representing shares of Parent Common Stock. Subject to Section 1.5(d), upon Upon surrender of a Company Stock Certificate to the Exchange Agent for exchangeAgent, together with a duly executed such letter of transmittal and such other documents as may be reasonably required by the Exchange Agent or Parenttransmittal, (A) duly executed, the holder of such Company Stock Certificate shall be entitled to receive in exchange therefor a certificate representing the that number of whole shares of Parent Common Stock that and, if applicable, a check representing the cash consideration to which such holder may be entitled on account of a fractional share of Parent Common Stock, which such holder has the right to receive pursuant to the provisions of Section 1.5(a)(iii) together with any cash in lieu of fractional share(s) pursuant to the provisions of Section 1.5(d)this Article 1, and (B) the Company Stock Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Shares which is not registered in the transfer records of the Company, a certificate representing the proper number of shares of Parent Common Stock may be issued to a transferee if the Certificate representing such Shares 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 1.8(b)1.10, each Company Stock Certificate shall be deemed, from and deemed at any time after the Effective Time, Time to represent only the right to receive upon such surrender the certificate representing shares of Parent Common Stock (and cash in lieu of any fractional share shares of Parent Common Stock) Stock as contemplated by this 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 the Exchange Agent, Parent or the Surviving Corporation with respect to such Company Stock Certificate1.10. (c) 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 Company Stock Certificate with respect to the shares of Parent Common Stock represented thereby, until thereby and no cash payment in lieu of fractional shares shall be paid to any such holder surrenders pursuant to Section 1.10(f) until the holder of record of such Company Stock Certificate in accordance with this Section 1.8 (at which time shall surrender such holder Certificate. Subject to the effect of applicable laws, following surrender of any such Certificate, there shall be entitled paid to receive all such dividends and distributionsthe record holder of the certificates representing whole shares of Parent Common Stock issued in exchange therefor, without interest), (i) at the time of such surrender, the amount of any cash payable in lieu of a fractional share of Parent Common Stock to which such holder is entitled pursuant to Section 1.10(f) and the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of Parent Common Stock, and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time but prior to surrender and a payment date subsequent to surrender payable with respect to such whole shares of Parent Common Stock. (d) Any portion of In the event that any Certificate for Shares shall have been lost, stolen or destroyed, the Exchange Fund Agent shall issue in exchange therefor, upon the making of an affidavit of that remains undistributed to holders of Company Stock Certificates as of fact by the date 180 days after the date on which the Merger becomes effective shall be delivered to Parent upon demandholder thereof, and any holders of Company Stock Certificates who have not theretofore surrendered their Company Stock Certificates in accordance with this Section 1.8 shall thereafter look only to Parent for satisfaction of their claims for Parent Common Stock, cash in lieu of fractional such shares of Parent Common Stock and any dividends cash in lieu of fractional shares, if any, as may be required pursuant to this Agreement; provided, however, that Parent or distributions with respect to Parent Common Stockthe Exchange Agent, may, in its discretion, require the delivery of a suitable bond and/or indemnity. (e) Each All shares of Parent Common Stock issued upon the Exchange Agentsurrender for exchange of Shares in accordance with the terms hereof (including any cash paid pursuant to Section 1.10(c) or 1.10(f)) shall be deemed to have been issued in full satisfaction of all rights pertaining to such Shares, Parent subject, however, to the Surviving Corporation's obligation to pay any dividends or make any other distributions with a record date prior to the Effective Time which may have been declared or made by the Company on such Shares in accordance with the terms of this Agreement or prior to the date hereof and which remain unpaid at the Effective Time, and there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the Shares which were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates are presented to the Surviving Corporation for any reason, they shall be entitled to deduct canceled and withhold from any consideration payable or otherwise deliverable pursuant to exchanged as provided in this Agreement to any holder or former holder of Company Common Stock such amounts as may be required to be deducted or withheld therefrom under the Code or under any provision of state, local or foreign tax law or under any other applicable Legal Requirement. 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 Person to whom such amounts would otherwise have been paidArticle 1. (f) Neither Parent nor the Surviving Corporation shall be liable to any holder or former holder No fractions of Company Common Stock with respect to any shares a share of Parent Common Stock shall be issued in the Merger, but in lieu thereof each holder of Shares otherwise entitled to a fraction of a share of Parent Common Stock shall, upon surrender of his or her Certificate or Certificates, be entitled to receive an amount of cash (or dividends or distributions with respect thereto), or without interest) determined by multiplying the closing price for any cash amounts, delivered to any public official pursuant to any applicable abandoned property, escheat or similar Legal Requirement.Parent Common Stock as reported on the New York

Exchange of Certificates. (a) Prior to the Closing Date, Parent shall select a reputable bank or trust company to act As soon as exchange agent practicable but in the Merger any event within seven (the "Exchange Agent"). Promptly 7) days after the Effective Time, Parent shall deposit with the Exchange Agent (i) certificates representing the shares will send to each of Parent Common Stock issuable pursuant to this Section 1 and (ii) cash sufficient to make payments in lieu of fractional shares in accordance with Section 1.5(d). The shares of Parent Common Stock and cash amounts so deposited with the Exchange Agent, together with any dividends or distributions received by the Exchange Agent with respect to such shares, are referred to collectively as the "Exchange Fund." (b) As soon as practicable after the Effective Time, the Exchange Agent will mail to the registered holders of Company Stock Certificates (i) a letter of transmittal in customary form and containing such provisions as Parent may reasonably specify (including a provision confirming that delivery of Company Stock Certificates shall be effected, and risk of loss and title to Company Stock Certificates shall pass, only upon delivery of such Company Stock Certificates to the Exchange Agent), and (ii) instructions for use in effecting the surrender of Company Stock Certificates in exchange for certificates representing Parent Common Stockthe Closing Per Share Consideration calculated in accordance with Section 1.8(a). Subject to Section 1.5(d), upon Upon surrender of a Company Stock Certificate to the Exchange Agent Parent for exchange, together with a duly executed letter of transmittal and such other documents as may be reasonably required by Parent, Parent shall deliver to (i) the Exchange Agent or Parentholder of such Company Stock Certificate, (A) that portion, if any, of the Closing Per Share Consideration that such holder has the right to receive at such time pursuant to Section 1.8(a) in cash, via wire transfer in immediately available funds, and (B) a certificate representing that number of shares of Parent Common Stock, if any, that such holder has the right to receive at such time pursuant to Section 1.8(a), less such holder’s Per Share Initial Escrow Amount, and (ii) deliver to the Escrow Agent (as defined herein) under the Escrow Agreement on behalf of such holder (A) that portion, if any, of such holder’s Per Share Initial Escrow Amount payable in cash, and (B) a certificate representing that number of shares of Parent Common Stock, if any, comprising such holder’s Per Share Initial Escrow Amount, provided that any certificates representing Parent Common Stock to be delivered to the holder of a Company Stock Certificate under clause (i) above and to the Escrow Agent under clause (ii) above shall, in each case, represent only whole shares of Parent Common Stock. In lieu of any fractional shares to which such holder would otherwise be entitled, after combining any fractional interests of such holder into as many whole shares as is possible, the holder of such Company Stock Certificate shall be entitled to receive cash in exchange therefor an amount equal to the sum of (1) the dollar amount (rounded to the nearest whole cent) determined by multiplying the Applicable Parent Share Price by the fraction of a share of Parent Common Stock that would otherwise be deliverable to such holder under clause (i) above and (2) the dollar amount (rounded to the nearest whole cent) determined by multiplying the Applicable Parent Share Price by the fraction of a share of Parent Common Stock that would otherwise be deliverable to the Escrow Agent under clause (ii) above. Notwithstanding the foregoing, Parent may deliver to the Escrow Agent one certificate representing the total number of shares of Parent Common Stock that such holder has the right to receive be held in escrow pursuant to the provisions of this Section 1.5(a)(iii1.11(a) together with any cash in lieu of fractional share(s) pursuant to the provisions issuing separate certificates representing any shares of Section 1.5(d), and (B) the Parent Common Stock comprising such holder’s Per Share Initial Escrow Amount. All Company Stock Certificate Certificates so surrendered shall be canceled. Until surrendered as contemplated by this Section 1.8(b)1.11, each Company Stock Certificate shall be deemed, from and after the Effective Time, to represent only the right to receive shares of Parent Common Stock (and cash the Closing Per Share Consideration in lieu of any fractional share of Parent Common Stock) as contemplated by Section 1.5accordance 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 the payment of any cash or issuance of any certificate representing Parent Common StockStock or the payment of cash in lieu of fractional shares, 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 the Exchange Agent, Parent or the Surviving Corporation with respect to such Company Stock Certificate. (cb) No dividends or other distributions declared or made with respect to Parent Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Company Stock Certificate with respect to the shares of Parent Common Stock represented thereby, and no cash payment in lieu of any fractional share shall be paid to any such holder, until such holder surrenders such Company Stock Certificate in accordance with this Section 1.8 1.11 (at which time such holder shall be entitled to receive all such dividends and distributions, without interestdistributions and such cash payment). (d) Any portion of the Exchange Fund that remains undistributed to holders of Company Stock Certificates as of the date 180 days after the date on which the Merger becomes effective shall be delivered to Parent upon demand, and any holders of Company Stock Certificates who have not theretofore surrendered their Company Stock Certificates in accordance with this Section 1.8 shall thereafter look only to Parent for satisfaction of their claims for Parent Common Stock, cash in lieu of fractional shares of Parent Common Stock and any dividends or distributions with respect to Parent Common Stock. (ec) Each of the Exchange Agent, Parent and the Surviving Corporation shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable pursuant to this Agreement to any holder or former holder of Company Common Stock such amounts as may be it reasonably determines that it is required to be deducted deduct or withheld withhold therefrom under the Code or under any provision of state, local or foreign tax law and to collect Forms W-8 or under W-9, as applicable, or similar information from the holders of Company Common Stock and any other applicable Legal Requirementrecipients of payments hereunder. 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 Person to whom such amounts would otherwise have been paid. (fd) Any portion of the Adjusted Total Merger Consideration which remains undistributed to the holders of Company Common Stock for one hundred eighty (180) days after the Effective Time shall be retained by Parent, and any holder of Company Common Stock who has not previously complied with this Section 1.11 shall thereafter look only to Parent, as a general unsecured creditor, for payment of its claim for cash, shares of Parent Common Stock, any cash in lieu of fractional shares of Parent Common Stock and any dividends or distributions with respect to shares of Parent Common Stock. (e) Neither Parent nor the Surviving Corporation shall be liable to any holder or former holder of capital stock of the Company Common Stock with respect to for any shares of Parent Common Stock (or dividends or distributions with respect thereto), or for any cash amounts, delivered to any public official pursuant to any applicable abandoned property, escheat or similar Legal Requirementlaw. If any Company Stock Certificate shall not have been surrendered prior to one (1) year after the Effective Time (or immediately prior to such earlier date on which any shares of Parent Common Stock and any cash payable to the holder of such Company Stock Certificate or any dividends or distributions payable to the holder of such Company Stock Certificate pursuant to this Section 1.11 would otherwise escheat to or become the property of any Governmental Body), any such shares of Parent Common Stock, or cash, dividends or distributions in respect of such Company Stock Certificate, shall, to the extent permitted by applicable Law, become the property of Parent, free and clear of all claims or interest of any Person previously entitled thereto. (f) The Company will calculate the proper amount of Taxes required to be withheld for each holder of Company Common Stock and/or required to be paid by the Surviving Corporation with respect to each distribution of the Closing Per Share Consideration, which such Taxes shall include, if applicable, full FICA, full FUTA, full Employment Insurance, federal income taxes and any applicable state and provincial income taxes. Such withholding information shall be certified by the Company and be provided to Parent at least five (5) Business Days prior to the Closing to facilitate the distributions by Parent to holders of Company Common Stock required by this Agreement and shall be subject to the review and reasonable approval of Parent in all respects. The Company shall provide Parent and its Representatives with reasonable access to all relevant information and documentation relating to the Tax withholding calculation and the preparation thereof, including, without limitation, access to supporting detail and schedules. Parent shall or shall cause the Surviving Corporation to remit such Tax withholdings on a timely basis to the relevant taxing authorities.

Exchange of Certificates. (a) Prior to BMBC shall cause the Closing Date, Parent shall select a reputable bank or trust company to act as exchange agent in the Merger (the "Exchange Agent"). Promptly , within ten (10) Business Days after the Effective Time, Parent shall deposit with Time (subject to extension as the Exchange Agent may reasonably request), to mail to each holder of a Certificate or Certificates, a letter of transmittal for return to the Exchange Agent and instructions for use in effecting the surrender of the Certificates for the Merger Consideration (i) certificates representing the shares of Parent Common Stock issuable pursuant to this Section 1 and (ii) cash sufficient to make payments in lieu of fractional shares in accordance with Section 1.5(dshares), if any, into which the RBPI Common Stock represented by such Certificates shall have been converted as a result of the Merger. The shares of Parent Common Stock and cash amounts so deposited with the Exchange Agent, together with any dividends or distributions received by the Exchange Agent with respect to such shares, are referred to collectively as the "Exchange Fund." (b) As soon as practicable after the Effective Time, the Exchange Agent will mail to the registered holders of Company Stock Certificates (i) a letter of transmittal in customary form shall be subject to the approval of RBPI (which shall not be unreasonably withheld, conditioned or delayed) and containing such provisions as Parent may reasonably specify (including a provision confirming that delivery of Company Stock Certificates shall be effected, and risk of loss and title to Company Stock the Certificates shall pass, only upon delivery of such Company Stock the Certificates to the Exchange Agent), and (ii) instructions for use in effecting the surrender of Company Stock Certificates in exchange for certificates representing Parent Common Stock. Subject to Section 1.5(d), upon Upon proper surrender of a Company Stock Certificate for exchange and cancellation to the Exchange Agent for exchangeAgent, together with a duly executed properly completed letter of transmittal and such other documents as may be reasonably required by the Exchange Agent or Parenttransmittal, (A) duly executed, the holder of such Company Stock Certificate shall be entitled to receive in exchange therefor therefor, as applicable, (a) a certificate representing the number aggregate amount of shares Per Share Merger Consideration to which such former holder of Parent RBPI Common Stock that such holder has the right to receive shall have become entitled pursuant to the provisions of Section 1.5(a)(iii3.1 hereof, and (b) together with any a check representing the aggregate amount of cash (if any) payable in lieu of fractional share(s) shares of BMBC Common Stock (rounded to the nearest whole cent), to which such former holder of RBPI Common Stock shall have become entitled pursuant to the provisions of Section 1.5(d)3.1 hereof, and (B) the Company Stock Certificate so surrendered shall forthwith be canceledcancelled. Until surrendered as contemplated by this Section 1.8(b), each Company Stock Certificate shall be deemed, from and after the Effective Time, to represent only the right to receive shares of Parent Common Stock (and cash in lieu of any fractional share of Parent Common Stock) 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 the Exchange Agent, Parent or the Surviving Corporation with respect to such Company Stock Certificate. (c) No dividends or other distributions declared or made with respect to Parent Common Stock with a record date after the Effective Time shall interest will be paid to or accrued on the holder of any unsurrendered Company Stock Certificate with respect to the shares of Parent Common Stock represented thereby, until such holder surrenders such Company Stock Certificate in accordance with this Section 1.8 (at which time such holder shall be entitled to receive all such dividends and distributions, without interest). (d) Any portion of the Exchange Fund that remains undistributed to holders of Company Stock Certificates as of the date 180 days after the date on which the Merger becomes effective shall be delivered to Parent upon demand, and any holders of Company Stock Certificates who have not theretofore surrendered their Company Stock Certificates in accordance with this Section 1.8 shall thereafter look only to Parent for satisfaction of their claims for Parent Common Stock, cash payable in lieu of fractional shares of Parent Common Stock and any dividends or distributions with respect to Parent Common Stockshares. (e) Each of the Exchange Agent, Parent and the Surviving Corporation shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable pursuant to this Agreement to any holder or former holder of Company Common Stock such amounts as may be required to be deducted or withheld therefrom under the Code or under any provision of state, local or foreign tax law or under any other applicable Legal Requirement. 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 Person to whom such amounts would otherwise have been paid. (f) Neither Parent nor the Surviving Corporation shall be liable to any holder or former holder of Company Common Stock with respect to any shares of Parent Common Stock (or dividends or distributions with respect thereto), or for any cash amounts, delivered to any public official pursuant to any applicable abandoned property, escheat or similar Legal Requirement.

Exchange of Certificates. (a) Prior to the Closing Date, The Parent shall select a reputable bank or trust company to act as exchange agent in enter into an agreement with the Merger (Exchange Agent which shall provide that the "Exchange Agent"). Promptly after the Effective Time, Parent shall deposit with the Exchange Agent (i) at the Effective Time, for the benefit of the holders of shares of Company Common Stock issued and outstanding immediately prior to the Effective Time, for exchange in accordance with this Article 2, certificates representing the shares of Parent Common Stock issuable pursuant to this Section 1 and the Cash Consideration (ii) cash sufficient to make payments in lieu of fractional shares in accordance with Section 1.5(d). The such shares of Parent Common Stock and cash amounts so deposited with the Exchange AgentStock, together with any dividends or distributions received by the Exchange Agent with respect to such sharesthereto with a record date after the Effective Time, are the Cash Consideration and any cash payable in lieu of any fractional shares of Parent Common Stock being hereinafter referred to collectively as the "Exchange Fund") issuable or payable pursuant to Section 2.1 in exchange for outstanding shares of Company Common Stock." (b) As soon as reasonably practicable after the Effective Time, the Exchange Agent will shall mail to each Holder whose shares were converted into the registered holders right to receive Merger Consideration pursuant to Section 2.1 and who did not properly complete a Form of Company Stock Certificates Election, (i) a letter of transmittal in customary form and containing such provisions as Parent may reasonably (which shall specify (including a provision confirming that delivery of Company Stock Certificates shall be effected, and risk of loss and title to Company Stock the Certificates shall pass, only upon delivery of such Company Stock the Certificates to the Exchange Agent), Agent and shall be in such form and have such other provisions as the Parent and the Company may reasonably specify) and (ii) instructions for use in effecting surrendering the surrender of Company Stock Certificates in exchange for certificates representing Parent Common StockMerger Consideration. Subject to Section 1.5(d), upon Upon surrender of a Company Stock Certificate for cancellation to the Exchange Agent for exchangeAgent, together with a duly executed either (x) an Election by Holders making an effective Election or (y) letter of transmittal by Holders not making an effective Election, in each case duly executed, and such other documents as may reasonably be reasonably required by the Exchange Agent or ParentAgent, (A) the holder of such Company Stock Certificate shall be entitled to receive in exchange therefor either (A) (1) a certificate representing the that number of whole shares of Parent Common Stock that which such holder has the right to receive pursuant to the provisions of this Article 2, (2) dividends or other distributions, if any, in accordance with Section 1.5(a)(iii) together with any cash in lieu of fractional share(s) pursuant to the provisions of Section 1.5(d2.3(c), and (B3) the Company Stock Certificate so surrendered shall be canceled. Until surrendered as contemplated by this Section 1.8(b), each Company Stock Certificate shall be deemed, from and after the Effective Time, to represent only the right to receive shares of Parent Common Stock (and cash in lieu of any fractional share of Parent Common StockStock in accordance with Section 2.3(e) as contemplated or (B) a check representing that portion of the Cash Consideration issuable in respect of the shares of Company Common Stock formerly represented by Section 1.5such Certificate, and, in either case, the Certificate so surrendered shall forthwith be canceled. If any a transfer of ownership of shares of Company Common Stock has not then been registered in the transfer records of the Company, the Merger Consideration issuable in respect of the shares of Company Common Stock formerly represented by such Certificate may be issued to a Person other than the Person in whose name the Certificate so surrendered is registered if such Certificate shall have been lostbe properly endorsed or otherwise be in proper form for transfer, stolen and the Person requesting such issuance shall pay any transfer or destroyed, Parent may, in its discretion and as a condition precedent to other Taxes required by reason of the issuance of any certificate representing shares of Parent Common Stock, require Stock to a Person other than the owner registered holder of such lost, stolen Certificate or destroyed Company Stock Certificate establish to provide an appropriate affidavit and to deliver a bond (in the reasonable satisfaction of the Parent that such sum as Parent may reasonably direct) as indemnity against any claim that may be made against the Exchange Agent, Parent Tax has been paid or the Surviving Corporation with respect to such Company Stock Certificateis not applicable. (c) No dividends or other distributions declared or made with respect to shares of Parent Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Company Stock Certificate with respect to the shares of Parent Common Stock represented thereby, until and no cash payment in lieu of fractional shares shall be paid to any such holder surrenders pursuant to Section 2.3(e), and all such Company dividends, other distributions and cash in lieu of fractional shares of Parent Common Stock shall be paid by the Parent to the Exchange Agent and shall be included in the Exchange Fund, in each case until the surrender of such Certificate in accordance with this Section 1.8 (at which time Article 2. Subject to the effect of applicable escheat or similar laws, following surrender of any such holder Certificate there shall be entitled paid to receive all such dividends and distributionsthe holder of the certificate representing whole shares of Parent Common Stock issued in exchange therefor, without interest), (i) at the time of such surrender, the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of Parent Common Stock, and the amount of any cash payable in lieu of a fractional share of Parent Common Stock to which such holder is entitled pursuant to Section 2.3(e) 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 with a payment date subsequent to such surrender payable with respect to such whole shares of Parent Common Stock. (d) All shares of Parent Common Stock issued and any cash paid pursuant to this Article 2 upon the surrender for exchange of Certificates in accordance with the terms of this Article 2 shall be deemed to have been issued (and paid) in full satisfaction of all rights pertaining to the shares of Company Common Stock theretofore represented by such Certificates, subject, however, to the Surviving Corporation's obligation to pay any dividends or make any other distributions with a record date prior to the Effective Time that may have been declared or made by the Company on such shares of Company Common Stock that remain unpaid at the Effective Time, and there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the shares of Company Common Stock that were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates are presented to the Surviving Corporation or the Exchange Agent for any reason, they shall be canceled and exchanged as provided in this Article 2, except as otherwise provided by law. (e) No certificates or scrip representing fractional shares of Parent Common Stock shall be issued upon the surrender for exchange of Certificates, no dividend or distribution of the 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 Parent. The Parent shall pay each former holder of shares of Company Common Stock an amount in cash equal to (i) the fractional share interest to which such former holder (after taking into account all shares of Company Common Stock held at the Effective Time by such holder) would otherwise be entitled multiplied by (ii) the Closing Parent Share Value. (f) Any portion of the Exchange Fund that remains undistributed to the holders of Company Stock the Certificates as of the date 180 days for six months after the date on which the Merger becomes effective Effective Time shall be delivered to Parent the Parent, upon demand, and any holders of Company Stock the Certificates who have not theretofore surrendered their Company Stock Certificates in accordance complied with this Section 1.8 Article 2 shall thereafter look only to the Parent for satisfaction payment of their claims claim for Merger Consideration, any dividends or distributions with respect to the Parent Common Stock and any cash in lieu of fractional shares of Parent Common Stock. (g) None of the Parent, Merger Sub, the Company or the Exchange Agent shall be liable to any Person in respect of any shares of Parent Common Stock, any dividends or distributions with respect thereto, any cash in lieu of fractional shares of Parent Common Stock and or any dividends or distributions with respect to Parent Common Stock. (e) Each of cash from the Exchange AgentFund, Parent and the Surviving Corporation shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable pursuant to this Agreement to any holder or former holder of Company Common Stock such amounts as may be required to be deducted or withheld therefrom under the Code or under any provision of state, local or foreign tax law or under any other applicable Legal Requirement. 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 Person to whom such amounts would otherwise have been paid. (f) Neither Parent nor the Surviving Corporation shall be liable to any holder or former holder of Company Common Stock with respect to any shares of Parent Common Stock (or dividends or distributions with respect thereto), or for any cash amounts, in each case delivered to any a public official pursuant to any applicable abandoned property, escheat or similar Legal Requirementlaw. If any Certificate shall not have been surrendered immediately prior to the date on which any amounts payable pursuant to this Article 2 would otherwise escheat to or become the property of any Governmental Entity, any such amounts 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. (h) The Exchange Agent shall invest any cash included in the Exchange Fund, as directed by the Parent, on a daily basis. Any interest and other income resulting from such investments shall be paid to the Parent. Any losses resulting from such investments shall not reduce the right of any holder of a Certificate to receive the amounts otherwise payable pursuant to this Article 2. (i) If 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 the Parent, the posting by such Person of a bond in such reasonable amount as the Parent may direct as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent shall issue in exchange for such lost, stolen or destroyed Certificate the Merger Consideration with respect thereto and, if applicable, any unpaid dividends and distributions on shares of Parent Common Stock deliverable in respect thereof and any cash in lieu of fractional shares, in each case pursuant to this Agreement. (j) The Parent, the Surviving Corporation and the Exchange Agent shall be entitled to deduct and withhold from the amounts otherwise payable to a holder of shares of Company Common Stock pursuant to this Article 2 such amounts as any of them reasonably determine to be required to be deducted and withheld under the Internal Revenue Code of 1986 (the "Code") or provisions of other Tax law. To the extent that such amounts are so withheld, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the former holder of shares of Company Common Stock in respect of which such deduction and withholding was made by the Parent, the Surviving Corporation or the Exchange Agent.

Exchange of Certificates. (a) Prior On or prior to the Closing Date, Parent shall select a reputable bank or trust company reasonably acceptable to the Company to act as payment and exchange agent in the First Merger (the "“Exchange Agent"”). Promptly As promptly as practicable after the First Effective Time, Parent shall deposit with the Exchange Agent Agent: (i) subject to Section 1.5(c), cash sufficient to make the aggregate payments pursuant to Section 1.5(a)(iii)(A); (ii) subject to Section 1.5(c), certificates representing the shares of Parent Common Stock issuable pursuant to this Section 1 1.5(a)(iii)(B); and (iiiii) cash sufficient to make payments in lieu of fractional shares in accordance with Section 1.5(d). The shares of Parent Common Stock and cash amounts so deposited with the Exchange Agent, together with any dividends or distributions received by the Exchange Agent with respect to such sharesshares of Parent Common Stock, are referred to collectively as the "“Exchange Fund."” To the extent that the cash in the Exchange Fund diminishes for any reason below the level required for the Exchange Agent to promptly pay the cash amounts contemplated by this Agreement (including with respect to former shares held by Company stockholders who shall have failed to perfect or who shall have effectively withdrawn or lost their rights to appraisal of such shares under Section 262 of the DGCL), Parent shall promptly replace or restore the cash in the Exchange Fund so as to ensure that the Exchange Fund is at all times maintained at a level sufficient for the Exchange Agent to make such payments contemplated by this Agreement. (b) As soon promptly as practicable after the First Effective Time, the Exchange Agent will mail to the registered Persons who were record holders of Company Stock Certificates immediately prior to the First Effective Time: (i) a letter of transmittal in customary form and containing such provisions as Parent may reasonably specify (including a provision confirming that delivery of Company Stock Certificates shall be effected, and risk of loss and title to Company Stock Certificates shall pass, only upon delivery of such Company Stock Certificates to the Exchange Agent), ; and (ii) instructions for use in effecting the surrender of Company Stock Certificates in exchange for cash and certificates representing Parent Common Stock. Subject to Section 1.5(d), upon Upon surrender of a Company Stock Certificate to the Exchange Agent for exchange, together with a duly executed letter of transmittal and such other documents as may be reasonably required by the Exchange Agent or Parent, : (A) the holder of such Company Stock Certificate shall be entitled to receive in exchange therefor therefor: (1) subject to Section 1.5(c), the cash amount that such holder has the right to receive pursuant to the provisions of Section 1.5(a)(iii)(A); and (2) subject to Section 1.5(c), a certificate representing 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(a)(iii1.5(a)(iii)(B) together with any (and cash in lieu of any fractional share(s) share of Parent Common Stock pursuant to the provisions of Section 1.5(d), ); and (B) the Company Stock Certificate so surrendered shall be canceled. Until surrendered as contemplated by this Section 1.8(b1.7(b), each Company Stock Certificate shall be deemed, from and after the Effective Time, to represent only the right to receive shares of Parent Common Stock (and cash in lieu of any fractional share of Parent Common Stock) 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 the Exchange Agent, Parent or the Surviving Corporation with respect to such Company Stock Certificate. (c) No dividends or other distributions declared or made with respect to Parent Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Company Stock Certificate with respect to the shares of Parent Common Stock represented thereby, until such holder surrenders such Company Stock Certificate in accordance with this Section 1.8 (at which time such holder shall be entitled to receive all such dividends and distributions, without interest). (d) Any portion of the Exchange Fund that remains undistributed to holders of Company Stock Certificates as of the date 180 days after the date on which the Merger becomes effective shall be delivered to Parent upon demand, and any holders of Company Stock Certificates who have not theretofore surrendered their Company Stock Certificates in accordance with this Section 1.8 shall thereafter look only to Parent for satisfaction of their claims for Parent Common Stock, cash in lieu of fractional shares of Parent Common Stock and any dividends or distributions with respect to Parent Common Stock. (e) Each of the Exchange Agent, Parent and the Surviving Corporation shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable pursuant to this Agreement to any holder or former holder of Company Common Stock such amounts as may be required to be deducted or withheld therefrom under the Code or under any provision of state, local or foreign tax law or under any other applicable Legal Requirement. 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 Person to whom such amounts would otherwise have been paid. (f) Neither Parent nor the Surviving Corporation shall be liable to any holder or former holder of Company Common Stock with respect to any shares of Parent Common Stock (or dividends or distributions with respect thereto), or for any cash amounts, delivered to any public official pursuant to any applicable abandoned property, escheat or similar Legal Requirement.

Exchange of Certificates. (a) Prior On or prior to the Closing Date, Parent shall select a reputable bank or trust company reasonably satisfactory to the Company to act as exchange agent in the Merger (the "“Exchange Agent"”). Promptly after the Effective Time, but in no event later than two (2) business days thereafter, Parent shall deposit with the Exchange Agent (i) certificates representing the shares of Parent Common Stock issuable pursuant to this Section 1 1, and (ii) cash sufficient to make payments in lieu of fractional shares in accordance with Section 1.5(d1.5(c). The shares of Parent Common Stock and cash amounts so deposited with the Exchange Agent, together with any dividends or distributions received by the Exchange Agent with respect to such shares, are referred to collectively as the "“Exchange Fund."” (b) As soon as reasonably practicable after the Effective Time, but in no event later than two (2) business days thereafter, the Exchange Agent will mail to the registered record holders of Company Stock Certificates (i) a letter of transmittal in customary form and containing such provisions as Parent Parent, in consultation with the Company, may reasonably specify (including a provision confirming that delivery of Company Stock Certificates shall be effected, and risk of loss and title to Company Stock Certificates shall pass, only upon delivery of such Company Stock Certificates to the Exchange Agent), and (ii) instructions for use in effecting the surrender of Company Stock Certificates in exchange for certificates representing Parent Common Stock. Subject to Section 1.5(d), upon Upon surrender of a Company Stock Certificate to the Exchange Agent for exchange, together with a duly executed letter of transmittal and such other documents as may be reasonably required by the Exchange Agent or Parent, (A1) the holder of such Company Stock Certificate shall be entitled to receive in exchange therefor a certificate or evidence of shares in book entry form representing 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(a)(iii) together with any 1.5 (and cash in lieu of any fractional share(s) pursuant to the provisions share of Section 1.5(dParent Common Stock), and (B2) the Company Stock Certificate so surrendered shall be canceled. Until surrendered as contemplated by this Section 1.8(b)1.7, each Company Stock Certificate shall be deemed, from and after the Effective Time, to represent only the right to receive shares of Parent Common Stock (and cash in lieu of any fractional share of Parent Common Stock) as contemplated by this Section 1.51. 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 the Exchange Agent, Parent or the Surviving Corporation with respect to such Company Stock Certificate. (c) No dividends or other distributions declared or made with respect to Parent Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Company Stock Certificate with respect to the shares of Parent Common Stock represented thereby, until such holder surrenders such Company Stock Certificate in accordance with this Section 1.8 (at which time such holder shall be entitled to receive all such dividends and distributions, without interest). (d) Any portion of the Exchange Fund that remains undistributed to holders of Company Stock Certificates as of the date 180 days after the date on which the Merger becomes effective shall be delivered to Parent upon demand, and any holders of Company Stock Certificates who have not theretofore surrendered their Company Stock Certificates in accordance with this Section 1.8 shall thereafter look only to Parent for satisfaction of their claims for Parent Common Stock, cash in lieu of fractional shares of Parent Common Stock and any dividends or distributions with respect to Parent Common Stock. (e) Each of the Exchange Agent, Parent and the Surviving Corporation shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable pursuant to this Agreement to any holder or former holder of Company Common Stock such amounts as may be required to be deducted or withheld therefrom under the Code or under any provision of state, local or foreign tax law or under any other applicable Legal Requirement. 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 Person to whom such amounts would otherwise have been paid. (f) Neither Parent nor the Surviving Corporation shall be liable to any holder or former holder of Company Common Stock with respect to any shares of Parent Common Stock (or dividends or distributions with respect thereto), or for any cash amounts, delivered to any public official pursuant to any applicable abandoned property, escheat or similar Legal Requirement.

Exchange of Certificates. (a) Prior to the Closing Date, Parent shall select a reputable bank or trust company to act as exchange agent in the Merger (the "Exchange Agent"). Promptly after the Effective Time, Parent shall deposit with the Exchange Agent (i) certificates representing the shares of Parent Common Stock issuable pursuant to this Section 1 and (ii) cash sufficient to make payments in lieu of fractional shares in accordance with Section 1.5(d). The shares of Parent Common Stock and cash amounts so deposited with the Exchange Agent, together with any dividends or distributions received by the Exchange Agent with respect to such shares, are referred to collectively as the "Exchange Fund." (b) As soon as practicable after the Effective Time, the Exchange Agent will mail to the registered holders of Company Stock Certificates (i) a letter of transmittal in customary form and containing such provisions as Parent may reasonably specify (including a provision confirming that delivery of Company Stock Certificates shall be effected, and risk of loss and title to Company Stock Certificates shall pass, only upon delivery of such Company Stock Certificates to the Exchange Agent), and (ii) instructions for use in effecting the Upon surrender of Company Stock Certificates in exchange for certificates representing Parent Common Stock. Subject to Section 1.5(d), upon surrender of a Company Stock Certificate to the Exchange Agent of a Certificate for exchangecancellation, together with a letter of transmittal, duly executed letter of transmittal and completed in accordance with the instructions thereto, and such other documents as may be reasonably required by the Exchange Agent or Parentpursuant to such instructions, (A) the holder of such Company Stock Certificate shall be entitled to receive in exchange therefor a certificate representing the that number of whole shares of Parent Common Stock that which such holder has the right to receive holder's shares of Company Common Stock shall have been converted into pursuant to the provisions of Section 1.5(a)(iii) together with this Article 2 (and any cash in lieu of any fractional share(s) shares of Parent Common Stock to which such holder is entitled pursuant to the provisions of Section 1.5(d2.4(f) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.4(d)), and (B) the Company Stock 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, shares of Parent Common Stock, cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.4(f) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.4(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 1.8(b)2.4, each Company Stock Certificate shall be deemed, from and deemed at all times after the Effective Time, Time to represent only the right to receive upon such surrender the number of whole shares of Parent Common Stock (and into which the shares of Company Common Stock formerly represented thereby have been converted, cash in lieu of any fractional share of Parent Common Stock) 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 the Exchange Agent, Parent or the Surviving Corporation with respect to such Company Stock Certificate. (c) No dividends or other distributions declared or made with respect to Parent Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Company Stock Certificate with respect to the shares of Parent Common Stock represented thereby, until to which such holder surrenders such Company Stock Certificate in accordance with this is entitled pursuant to Section 1.8 (at which time such holder shall be entitled to receive all such dividends and distributions, without interest). (d2.4(f) Any portion of the Exchange Fund that remains undistributed to holders of Company Stock Certificates as of the date 180 days after the date on which the Merger becomes effective shall be delivered to Parent upon demand, and any holders of Company Stock Certificates who have not theretofore surrendered their Company Stock Certificates in accordance with this Section 1.8 shall thereafter look only to Parent for satisfaction of their claims for Parent Common Stock, cash in lieu of fractional shares of Parent Common Stock and any dividends or other distributions with respect to Parent Common Stock. (e) Each of the Exchange Agent, Parent and the Surviving Corporation shall be which such holder is entitled to deduct and withhold from any consideration payable or otherwise deliverable pursuant to this Agreement to any holder or former holder of Company Common Stock such amounts as may be required to be deducted or withheld therefrom under the Code or under any provision of state, local or foreign tax law or under any other applicable Legal Requirement. 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 Person to whom such amounts would otherwise have been paidSection 2.4(d). (f) Neither Parent nor the Surviving Corporation shall be liable to any holder or former holder of Company Common Stock with respect to any shares of Parent Common Stock (or dividends or distributions with respect thereto), or for any cash amounts, delivered to any public official pursuant to any applicable abandoned property, escheat or similar Legal Requirement.

Exchange of Certificates. (a) Prior to the Closing Date, Parent shall select a reputable bank or trust company to act as exchange agent in the Merger (the "Exchange Agent"). Promptly after the Effective Time, Parent but no later than one (1) Business Day following the Closing Date, Intermediate Corp shall deposit with cause the Escrow & Exchange Agent (i) to mail or otherwise deliver to each record holder as of the Effective Time of certificates representing or option grants which immediately prior to the Effective Time represented shares of Parent Common Stock issuable pursuant to this Section 1 and or Options, respectively (ii) cash sufficient to make payments in lieu of fractional shares in accordance with Section 1.5(d). The shares of Parent Common Stock and cash amounts so deposited with the Exchange Agent, together with any dividends or distributions received by the Exchange Agent with respect to such shares, are referred to collectively as the "Exchange Fund." (b) As soon as practicable after the Effective Timecollectively, the Exchange Agent will mail to the registered holders of Company Stock Certificates (i“Certificates”) a letter of transmittal in customary form and containing such provisions as Parent may reasonably (which shall (i) specify (including a provision confirming that delivery of Company Stock Certificates shall be effected, and risk of loss and title to Company Stock the Certificates shall pass, only upon proper delivery of such Company Stock the Certificates to the Escrow & Exchange AgentAgent (if such Certificates represent shares of Common Stock) or to the Company (if such Certificates represent Options), and (ii) include provisions appointing the Shareholders’ Representative and acknowledging the obligations of the Equity Holders under ARTICLE X), and instructions for use in effecting the surrender of Company Stock the Certificates in exchange for certificates representing Parent Common Stockand payment therefor. Subject Upon surrender to Section 1.5(d)the Escrow & Exchange Agent or the Company, upon surrender as applicable, of a Company Stock Certificate to the Exchange Agent for exchangeCertificate, together with a duly executed such letter of transmittal properly completed and such other documents as may be reasonably required by the Exchange Agent or Parentduly executed, (A) the holder of such Company Stock Certificate shall be entitled to receive the following: (i) with respect to Common Stock, excluding the shares of Common Stock subject to the Contribution, an amount in exchange therefor a certificate representing cash equal to the sum of (A) the product of (i) the Common Stock Closing Consideration, multiplied by (ii) the number of shares of Parent Common Stock that represented by such holder has Certificate, minus, with respect to any Company Shareholder who is party to an Executive Note, the right to receive pursuant amount of such Executive Note outstanding as of immediately prior to the provisions of Section 1.5(a)(iii) together with any cash in lieu of fractional share(s) pursuant to the provisions of Section 1.5(d)Effective Time, and (B) the Company product of (i) any Common Stock Escrow Amount, multiplied by (ii) the number of shares of Common Stock represented by such Certificate; and (ii) with respect to Options, an amount in cash equal to the sum of (A) the product of (i) the Option Closing Consideration, multiplied by (ii) the number of Options represented by such Certificate, and (B) the product of (i) any Common Stock Escrow Amount, multiplied by (ii) the number of Options represented by such Certificate. Each Certificate so surrendered shall be canceledcancelled. Until surrendered as contemplated by this Section 1.8(b), each Company Stock Certificate shall be deemed, from All payments of Option Closing Consideration and after the Effective Time, to represent only the right to receive shares of Parent Common Stock (and cash in lieu of any fractional share of Parent Common Stock) 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 the Exchange Agent, Parent or the Surviving Corporation Closing Consideration with respect to such Company Stock Certificate. (c) No dividends or other distributions declared or made with respect to Parent Common Stock with a record date after the Effective Time cancelled Certificates shall be paid to made by the holder of any unsurrendered Company Stock Certificate with respect to Escrow & Exchange Agent or the shares of Parent Common Stock represented therebyCompany, until such holder surrenders such Company Stock Certificate respectively, as promptly as reasonably practicable in accordance with this Section 1.8 (at which time such holder shall be entitled to receive all such dividends and distributions, without interest)3.4(a) from the Aggregate Merger Consideration. (d) Any portion of the Exchange Fund that remains undistributed to holders of Company Stock Certificates as of the date 180 days after the date on which the Merger becomes effective shall be delivered to Parent upon demand, and any holders of Company Stock Certificates who have not theretofore surrendered their Company Stock Certificates in accordance with this Section 1.8 shall thereafter look only to Parent for satisfaction of their claims for Parent Common Stock, cash in lieu of fractional shares of Parent Common Stock and any dividends or distributions with respect to Parent Common Stock. (e) Each of the Exchange Agent, Parent and the Surviving Corporation shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable pursuant to this Agreement to any holder or former holder of Company Common Stock such amounts as may be required to be deducted or withheld therefrom under the Code or under any provision of state, local or foreign tax law or under any other applicable Legal Requirement. 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 Person to whom such amounts would otherwise have been paid. (f) Neither Parent nor the Surviving Corporation shall be liable to any holder or former holder of Company Common Stock with respect to any shares of Parent Common Stock (or dividends or distributions with respect thereto), or for any cash amounts, delivered to any public official pursuant to any applicable abandoned property, escheat or similar Legal Requirement.

Exchange of Certificates. (a) Prior On or prior to the Closing Date, Parent shall select a reputable bank or trust company reasonably acceptable to the Company to act as exchange agent in the Merger (the "Exchange Agent"). Promptly after the Effective TimeTime and in any event within three (3) business days, Parent shall deposit with the Exchange Agent (i) a sufficient number of certificates representing to cover the shares of Parent Common Stock issuable pursuant to this Section 1 1, and (ii) cash sufficient to make payments in lieu of fractional shares in accordance with Section 1.5(d1.5(e). The shares of Parent Common Stock and cash amounts so deposited with the Exchange Agent, together with any dividends or distributions received by the Exchange Agent with respect to such shares, are referred to collectively as the "Exchange Fund." (b) As soon as reasonably practicable after the Effective Time, the Exchange Agent will mail to the registered record holders of Company Stock Certificates (i) a letter of transmittal in customary form and containing such provisions as Parent may reasonably specify (including a provision confirming that delivery of Company Stock Certificates shall be effected, and risk of loss and title to Company Stock Certificates shall pass, only upon delivery of such Company Stock Certificates to the Exchange Agent), and (ii) instructions for use in effecting the surrender of Company Stock Certificates in exchange for certificates representing Parent Common Stock. Subject to Section 1.5(d), upon Upon surrender of a Company Stock Certificate to the Exchange Agent for exchange, together with a duly executed letter of transmittal and such other documents as may be reasonably required by the Exchange Agent or Parent, (A1) the holder of such Company Stock Certificate shall be entitled to receive in exchange therefor a certificate representing 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(a)(iii) together with any 1.5 (and cash in lieu of any fractional share(s) pursuant to the provisions share of Section 1.5(dParent Common Stock), and (B2) the Company Stock Certificate so surrendered shall be canceled. Until surrendered as contemplated by this Section 1.8(b)1.7, each Company Stock Certificate shall be deemed, from and after the Effective Time, to represent only the right to receive shares of Parent Common Stock (and cash in lieu of any fractional share of Parent Common Stock) as contemplated by Section 1.51. 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 the Exchange Agent, Parent or the Surviving Corporation with respect to such Company Stock Certificate. (c) No dividends or other distributions declared or made with respect to Parent Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Company Stock Certificate with respect to the shares of Parent Common Stock represented thereby, that such holder has the right to receive in the Merger until such holder surrenders such Company Stock Certificate in accordance with this Section 1.8 1.7 (at which time such holder shall be entitled entitled, subject to the effect of applicable escheat or similar laws, to receive all such dividends and distributions, without interest). (d) Any portion of the Exchange Fund that remains undistributed to holders of Company Stock Certificates as of the date 180 days after the date on which the Merger becomes effective shall be delivered to Parent upon demand, and any holders of Company Stock Certificates who have not theretofore surrendered their Company Stock Certificates in accordance with this Section 1.8 1.7 shall thereafter look only to Parent for satisfaction of their claims for Parent Common Stock, cash in lieu of fractional shares of Parent Common Stock and any dividends or distributions with respect to Parent Common Stock. (e) Each of the Exchange Agent, Parent and the Surviving Corporation shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable pursuant to this Agreement to any holder or former holder of Company Common Stock such amounts as may be required to be deducted or withheld therefrom under the Code or under any provision of state, local or foreign tax law or under any other applicable Legal Requirement. 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 Person to whom such amounts would otherwise have been paid. (f) Neither Parent nor the Surviving Corporation shall be liable to any holder or former holder of Company Common Stock or to any other Person with respect to any shares of Parent Common Stock (or dividends or distributions with respect thereto), or for any cash amounts, delivered to any public official pursuant to any applicable abandoned propertyproperty law, escheat law or similar Legal Requirement.

Exchange of Certificates. (a) Prior to the Closing Date, Parent shall select a reputable bank or trust company to act as exchange agent in the Merger (the "Exchange Agent"). Promptly after As of the Effective Time, Parent shall deposit with Parent’s transfer agent, Xxxxxxxx Stock Transfer, or a nationally reputable bank or trust company in the United States as may be designated by Parent (the "Exchange Agent (i) certificates representing Agent"), for the benefit of the holders of shares of Parent Company Common Stock issuable pursuant to this Section 1 and (ii) cash sufficient to make payments in lieu of fractional shares for exchange in accordance with this Section 1.5(d). The shares of Parent Common Stock and cash amounts so deposited with 2.4, the Exchange Agent, together with any dividends or distributions received by the Exchange Agent with respect Merger Consideration assumable pursuant to such shares, are referred to collectively as the "Exchange FundSection 2.1." (b) As soon as reasonably practicable after the Effective Time, and in no event later than ten (10) business days thereafter, Parent shall cause the Exchange Agent will shall mail to each holder of record of a certificate (or certificates) which immediately prior to the registered holders Effective Time represented outstanding shares of Company Common Stock, as the case may be (the "Company Stock Certificates Certificates"), (i) a letter of transmittal in customary form and containing such provisions as Parent may reasonably (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 Certificate(s) shall pass, only upon delivery of such the Company Stock Certificates Certificate(s) (or affidavits of loss in lieu of such certificates) (the "Letter of Transmittal”) to the Exchange Agent)Agent and shall be in such form and have such other provisions as Parent or the Exchange Agent reasonably may specify, together with a substitute Form W-9) and (ii) instructions for use thereof in effecting the surrender of surrendering Company Stock Certificates Certificate(s) in exchange for certificates representing Parent Common Stockthe Merger Consideration. Subject Upon surrender to Section 1.5(d), upon surrender the Exchange Agent of a Company Stock Certificate to the Exchange Agent in proper form for exchangecancellation, together with a duly executed letter of transmittal and such other documents as may be reasonably required by the Exchange Agent or Parenttransmittal, (A) the holder of such Company Stock Certificate shall be entitled to receive in exchange therefor therefore a certificate (or certificates) representing the such whole number of shares of Parent Common Stock that such holder has the right Company shareholder is entitled to receive pursuant to the provisions of Section 1.5(a)(iii) together with any cash 2.1 in lieu of fractional share(s) pursuant to the provisions of Section 1.5(d)such denominations and registered in such names as such holder may request, and Exchange Agent shall mail such certificate (Bor certificates) to such holder in accordance with the Letter of Transmittal. The shares represented by the Company Stock Certificate so surrendered shall forthwith be canceledcancelled. Without limiting the generality of the foregoing (and notwithstanding any other provisions of this Agreement), no interest shall be paid or accrued in respect of any of the Merger Consideration. The Letter of Transmittal shall provide (i) procedures for holders whose Company Stock Certificates are lost, stolen or destroyed to receive the Merger Consideration and (ii) procedures for the transfer of ownership of shares of the Company Common Stock that is not registered on the stock transfer books and records of the Company. Until surrendered as contemplated by in accordance with this Section 1.8(b)2.4 and as specified in the Letter of Transmittal, each Company Stock Certificate shall be deemed, deemed at all times from and after the Effective Time, Time to represent only the right to receive shares of Parent Common Stock (and cash upon such surrender the Merger Consideration as provided in lieu of any fractional share of Parent Common Stock) 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 the Exchange Agent, Parent or the Surviving Corporation with respect to such Company Stock Certificatethis Article II. (c) No Notwithstanding any other provisions of this Agreement, no dividends or other distributions declared or made with after the Effective Time in respect to of shares of Parent Common Stock with having a record date after the Effective Time shall be paid to the holder of any unsurrendered Company Stock Certificate with respect until the holder shall surrender such Company Stock Certificate as provided in this Section 2.3. Subject to applicable law, following surrender of any such Company Stock Certificate, there shall be paid to the holder of the certificates representing shares of Parent Common Stock represented therebyissued in exchange therefore, until in each case without any interest thereon, (i) at the time of such holder surrenders such Company Stock Certificate in accordance with this Section 1.8 (at which time such holder shall be entitled to receive all such surrender, the amount of dividends and or other distributions, without interest)if any, having a record date after the Effective Time theretofore payable with respect to such shares of Parent Common Stock and not paid, less the amount of all required withholding Taxes in respect thereof, and (ii) at the appropriate payment date subsequent to surrender, the amount of dividends or other distributions having a record date after the Effective Time but prior to the date of such surrender and having a payment date subsequent to the date of such surrender and payable with respect to such shares of Parent Common Stock, less the amount of all required withholding Taxes in respect thereof. (d) Any portion All shares of the Exchange Fund that remains undistributed to holders Parent Common Stock issued upon surrender of Company Stock Certificates as of the date 180 days after the date on which the Merger becomes effective shall be delivered to Parent upon demand, and any holders of Company Stock Certificates who have not theretofore surrendered their Company Stock Certificates in accordance with this Article II and as specified in the Letter of Transmittal shall be deemed to have been issued and paid in full satisfaction of all rights pertaining to such shares of Company Common Stock represented thereby and, as of the Effective Time, the stock transfer books and records of the Company shall be closed and there shall be no further registration of transfers on the stock transfer books and records of the Company of shares of Company Common Stock outstanding immediately prior to the Effective Time. If, after the Effective Time, Company Stock Certificates are properly presented to the Surviving Corporation for any reason (but otherwise in accordance with this Article II and as specified in the Letter of Transmittal), they shall be cancelled and exchanged as provided in this Section 1.8 2.3. (e) At any time following the twelve-month anniversary of the Effective Time, Parent shall thereafter be entitled to require the Exchange Agent to deliver to it any remaining portion of the Merger Consideration not theretofore distributed to former holders of shares of Company Common Stock (including any interest, if any, received with respect thereto and other income resulting from investments thereof by the Exchange Agent, as directed by Parent), and such former holders shall be entitled to look only to the Parent for satisfaction of their claims for Parent Common Stock(subject to abandoned property, cash in lieu of fractional shares of Parent Common Stock escheat and any other similar laws) with respect to the Merger Consideration and dividends or other distributions with respect to Parent Common Stock. (e) Each , if any, payable upon due surrender of their Company Stock Certificates, in all cases without any interest thereon and less all required withholding Taxes. Notwithstanding the Exchange Agentforegoing, Parent and neither the Surviving Corporation shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable pursuant to this Agreement to any holder or former holder of Company Common Stock such amounts as may be required to be deducted or withheld therefrom under the Code or under any provision of state, local or foreign tax law or under any other applicable Legal Requirement. 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 Person to whom such amounts would otherwise have been paid. (f) Neither Parent nor the Surviving Corporation Exchange Agent shall be liable to any holder or former holder of a Company Common Stock with respect to any shares of Parent Common Stock Certificate for Merger Consideration (or dividends or distributions with in respect thereto), or for any cash amounts, thereof) delivered to any a public official pursuant to any applicable abandoned property, escheat or similar Legal Requirementlaw.

Exchange of Certificates. (a) Prior to the Closing DateAmerican Securities Transfer & Trust, Parent shall select a Inc. or such other reputable bank or trust company selected by Parent (and reasonably acceptable to the Company) prior to the Closing Date shall act as exchange agent in the Merger (the "Exchange Agent"). Promptly after the Effective Time, Parent shall deposit with the Exchange Agent (i) certificates representing the shares of Parent Common Stock issuable pursuant to this Section 1 1, (ii) the certificates representing the shares of Parent Preferred Stock issuable pursuant to this Section 1, and (iiiii) cash sufficient to make payments in lieu of fractional shares in accordance with Section 1.5(d). The shares of Parent Common Stock and cash amounts so deposited with the Exchange Agent, together with any dividends or distributions received by the Exchange Agent with respect to such shares, are referred to collectively as the "Exchange Fund." (b) As soon as reasonably practicable after the Effective Time, the Exchange Agent will mail to the registered record holders of Company Stock Certificates (i) a letter of transmittal in customary form and containing such provisions as Parent may reasonably specify (including a provision confirming that delivery of Company Stock Certificates shall be effected, and risk of loss and title to Company Stock Certificates shall pass, only upon delivery of such Company Stock Certificates to the Exchange Agent), and (ii) instructions for use in effecting the surrender of Company Stock Certificates in exchange for certificates representing Parent Common StockStock or Parent Preferred Stock (as the case may be). Subject to Section 1.5(d), upon Upon surrender of a Company Stock Certificate to the Exchange Agent for exchange, together with a duly executed letter of transmittal and such other documents as may be reasonably required by the Exchange Agent or Parent, (A1) the holder of such Company Stock Certificate shall be entitled to receive in exchange therefor a certificate representing the number of whole shares of Parent Common Stock or Parent Preferred Stock that such holder has the right to receive pursuant to the provisions of Section 1.5(a)(iii) together with any 1.5 (and cash in lieu of any fractional share(s) pursuant to the provisions share of Section 1.5(dParent Common Stock or Parent Preferred Stock), and (B2) the Company Stock Certificate so surrendered shall be canceled. Until surrendered as contemplated by this Section 1.8(b1.9(b), each Company Stock Certificate shall be deemed, from and after the Effective Time, to represent only the right to receive shares of Parent Common Stock (and cash in lieu of any fractional share of Parent Common Stock) or Parent Preferred Stock (and cash in lieu of any fractional share of Parent Preferred Stock), as the case may be, as contemplated by Section 1.51. 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 or Parent Preferred Stock, require the owner of such lostlot, 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 the Exchange Agent, Parent or the Surviving Corporation with respect to such Company Stock Certificate. (c) No dividends or other distributions declared or made with respect to Parent Common Stock or Parent Preferred Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Company Stock Certificate with respect to the shares of Parent Common Stock represented thereby, or Parent Preferred Stock which such holder has the right to receive upon surrender thereof until such holder surrenders such Company Stock Certificate in accordance with this Section 1.8 1.9 (at which time such holder shall be entitled entitled, subject to the effect of applicable escheat or similar laws, to receive all such dividends and distributions, without interest). (d) Any portion of the Exchange Fund that remains undistributed to holders of Company Stock Certificates as of the date 180 days one year after the date on which the Merger becomes effective shall be delivered to Parent upon demand, and any holders of Company Stock Certificates who have not theretofore surrendered their Company Stock Certificates in accordance with this Section 1.8 1.9 shall thereafter look only to Parent for satisfaction of their claims for Parent Common Stock or Parent Preferred Stock, cash in lieu of fractional shares of Parent Common or Parent Preferred Stock and any dividends or distributions with respect to Parent Common Stock or Parent Preferred Stock. (e) Each of the Exchange Agent, Parent and the Surviving Corporation shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable pursuant to this Agreement to any holder or former holder of Company Common Stock or Company Preferred Stock such amounts as may be required to be deducted or withheld therefrom under the Code or under any provision of state, local or foreign tax law or under any other applicable Legal Requirement. 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 Person to whom such amounts would otherwise have been paid. (f) Neither Parent nor the Surviving Corporation shall be liable to any holder or former holder of Company Common Stock or Company Preferred Stock or to any other Person with respect to any shares of Parent Common Stock or Parent Preferred Stock (or dividends or distributions with respect thereto), or for any cash amounts, delivered to any public official pursuant to any applicable abandoned propertyproperty law, escheat law or similar Legal Requirement.

Exchange of Certificates. (a) Prior The parties to this Agreement agree: (i) that Computershare Trust Company, N.A. shall serve, pursuant to the Closing Date, Parent shall select a reputable bank or trust company to act as terms of an exchange agent in agreement, as the Merger exchange agent for purposes of this Agreement (the "“Exchange Agent"”); and (ii) that Acquiror shall execute and deliver the exchange agent agreement at or prior to the Effective Time. Promptly after Acquiror shall be solely responsible for the payment of any fees and expenses of the Exchange Agent. (b) At or prior to the Effective Time, Parent Acquiror shall deposit with authorize the issuance of and shall make available to the Exchange Agent Agent, for the benefit of the holders of Company Common Stock for exchange in accordance with this Article 2: (i) certificates representing the aggregate number of shares of Parent Acquiror Common Stock issuable deliverable pursuant to this Section 1 and 2.1, (ii) the aggregate cash consideration to be paid as Per Share Value pursuant to Section 2.1; and (iii) sufficient to make payments cash for payment of cash in lieu of fractional shares in accordance with of Acquiror Common Stock pursuant to Section 1.5(d)2.6. The Such amount of cash and shares of Parent Acquiror Common Stock and cash amounts so deposited with the Exchange AgentStock, together with any dividends or distributions received by the Exchange Agent with respect to such shares, are referred to collectively as the "Exchange Fund." (b) As soon as practicable thereto paid after the Effective Time, are referred to in this Article 2 as the “Conversion Fund.” (c) Within two (2) Business Days after the Closing Date, Acquiror shall cause the Exchange Agent will to mail to the registered holders each holder of record of one or more certificates representing shares of Company Common Stock Certificates (i“Company Stock Certificates”) who has not previously returned a Form of Election in accordance with Section 2.10 a letter of transmittal (“Letter of Transmittal”), in customary a form and containing such provisions as Parent may reasonably specify (including a provision confirming to be agreed by the parties, which specifies, among other things, that delivery of Company Stock Certificates shall be effected, and risk of loss and title to Company Stock Certificates shall pass, only upon delivery of such Company Stock Certificates certificates to the Exchange Agent), and (ii) together with instructions for use in effecting the surrender of Company Stock Certificates in exchange for certificates representing Parent Common Stock. Subject pursuant to Section 1.5(d), upon this Agreement. (d) Upon proper surrender of a Company Stock Certificate for exchange to the Exchange Agent for exchangeAgent, together with a properly completed and duly executed letter Letter of transmittal and such other documents as may be reasonably required by the Exchange Agent or ParentTransmittal, (A) the holder of such Company Stock Certificate shall be entitled to receive in exchange therefor a certificate representing the number of shares of Parent his, her or its Common Stock that such holder has the right to receive pursuant to the provisions of Section 1.5(a)(iii) together with any cash in lieu of fractional share(s) pursuant to the provisions of Section 1.5(d), and (B) the Company Stock Certificate so surrendered shall be canceled. Until surrendered as contemplated by this Section 1.8(b), each Company Stock Certificate shall be deemed, from and after the Effective Time, to represent only the right to receive shares of Parent Common Stock (and Merger Consideration plus cash in lieu of any fractional share shares of Parent Acquiror Common Stock) as contemplated Stock in accordance with Section 2.6 deliverable in respect of the shares of Company Common Stock represented by Section 1.5. If any such Company Stock Certificate; thereupon such Company Stock Certificate shall have been lost, stolen forthwith be cancelled. No interest will be paid or destroyed, Parent may, in its discretion and as accrued on any portion of the Common Stock Merger Consideration deliverable upon surrender of 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 the Exchange Agent, Parent or the Surviving Corporation with respect to such Company Stock Certificate. (ce) After the Effective Time, there shall be no transfers on the stock transfer books of the Company of Company Common Stock. (f) No dividends or other distributions declared or made with respect to Parent Acquiror Common Stock with a and payable to the holders of record date thereof after the Effective Time shall be paid to the holder of any unsurrendered Company Stock Certificate with respect to until the shares of Parent Common Stock represented thereby, until such holder surrenders thereof shall surrender such Company Stock Certificate in accordance with this Section 1.8 (at which time such Article 2. Promptly after the surrender of a Company Stock Certificate in accordance with this Article 2, the record holder thereof shall be entitled to receive all any such dividends and or other distributions, without interest)interest thereon, which theretofore had become payable with respect to shares of Acquiror Common Stock into which the shares of Company Common Stock represented by such Company Stock Certificate were converted at the Effective Time pursuant to Section 2.1. No holder of an unsurrendered Company Stock Certificate shall be entitled, until the surrender of such Company Stock Certificate, to vote the shares of Acquiror Common Stock into which such holder’s Company Common Stock shall have been converted. (dg) Any portion of the Exchange Conversion Fund that remains undistributed to holders of Company Stock Certificates as unclaimed by the stockholders of the date 180 days Company twelve (12) months after the date on which the Merger becomes effective Effective Time shall be delivered paid to Parent upon demandthe Surviving Entity, and any holders or its successors in interest. Any stockholders of the Company Stock Certificates who have not theretofore surrendered their Company Stock Certificates in accordance complied with this Section 1.8 Article 2 shall thereafter look only to Parent the Surviving Entity, or its successors in interest, for satisfaction issuance and payment of their claims for Parent the Common Stock, Stock Merger Consideration (including the payment of cash in lieu of any fractional shares deliverable in respect of Parent such stockholders’ shares of Company Common Stock Stock), as well as any accrued and any unpaid dividends or distributions with respect to Parent on shares of such Acquiror Common Stock. (e) Each . Notwithstanding the foregoing, none of the Surviving Entity, the Exchange Agent, Parent and the Surviving Corporation shall be entitled to deduct and withhold from any consideration payable Agent or otherwise deliverable pursuant to this Agreement to any holder or former holder of Company Common Stock such amounts as may be required to be deducted or withheld therefrom under the Code or under any provision of state, local or foreign tax law or under any other applicable Legal Requirement. 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 Person to whom such amounts would otherwise have been paid. (f) Neither Parent nor the Surviving Corporation person shall be liable to any holder or former holder of shares of Company Common Stock with respect to any shares of Parent Common Stock (or dividends or distributions with respect thereto), or for any cash amounts, amount delivered in good faith to any a public official pursuant to any applicable abandoned property, escheat or similar Legal Requirementlaws. (h) In the event any Company Stock Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Company Stock Certificate to be lost, stolen or destroyed and, if required by the Exchange Agent, the posting by such person of a bond in such amount as the Exchange Agent may determine is reasonably necessary as indemnity against any claim that may be made against it with respect to such Company Stock Certificate, the Exchange Agent will issue in exchange for such lost, stolen or destroyed Company Stock Certificate, and in accordance with this Article 2, the Common Stock Merger Consideration (including cash in lieu of any fractional shares deliverable in respect of such stockholders’ shares of Company Common Stock, as well as any accrued and unpaid dividends or distributions on shares of such Acquiror Common Stock).

Exchange of Certificates. (a) Prior to Upon the Closing DateEffective Time, Parent shall select a reputable bank or trust company to act as exchange agent in be designated by the Merger Parent (the "Exchange Payment Agent") shall act as 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 Parent or the Purchaser shall deposit cause to be mailed to each record holder of Certificates that immediately prior to the Effective Time represented Shares a form of letter of transmittal and instructions for use in surrendering such Certificates and receiving the Merger Consideration therefor. Upon the surrender of each such Certificate together with a duly completed and executed letter of transmittal, the Exchange Payment Agent shall promptly pay the holder of such Certificate the Merger 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. Until so surrendered and exchanged, each such Certificate (iother than Certificates representing Shares held by the Parent, the Purchaser or the Company or any direct or indirect subsidiary of the Parent, the Purchaser or the Company or Dissenting Shares) certificates shall represent solely the 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 shares person requesting such payment shall pay to the Payment Agent any transfer or other taxes required by reason of Parent Common Stock issuable 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 of Shares for any Merger Consideration delivered to a public official pursuant to this Section 1 applicable abandoned property, escheat and (ii) cash sufficient to make payments in lieu of fractional shares in accordance with Section 1.5(d). The shares of Parent Common Stock and cash amounts so deposited with the Exchange Agent, together with any dividends or distributions received by the Exchange Agent with respect to such shares, are referred to collectively as the "Exchange Fundsimilar laws." (b) As soon To the extent not immediately required for payment for surrendered Shares as practicable provided in Section 2.6(a), the Payment Fund shall be invested by the Payment Agent, as directed by the Parent (so long as such directions do not impair the rights of holders of Shares or the ability of the Payment Agent to timely pay the Merger Consideration), in direct obligations of the United States of America, obligations for which the full faith and credit of the United States of America is pledged to provide for the payment of principal and interest, commercial paper rated of the highest quality by Moodx'x Xxxestors Services, Inc. or Standard & Poor's Corporation, or certificates of deposit issued by a commercial bank having at least $300,000,000 in assets (a "Qualified Commercial Bank"); and any net earnings with respect thereto shall be paid to the Parent as and when requested by the Parent. (c) The Payment Agent shall, pursuant to irrevocable instructions, make the payments referred to in Section 2.5(a)(i) out of the Payment Fund. Promptly following the date that is six months after the date of the Effective Time, the Exchange Payment Agent will mail shall deliver to the registered holders of Company Stock Certificates (i) a letter of transmittal Parent all cash, certificates and other documents in customary form and containing such provisions as Parent may reasonably specify (including a provision confirming that delivery of Company Stock Certificates shall be effectedits possession relating to the transactions described in this Agreement, and risk of loss and title to Company Stock Certificates the Payment Agent's duties shall passterminate. Thereafter, only upon delivery of such Company Stock Certificates to the Exchange Agent), and (ii) instructions for use in effecting the surrender of Company Stock Certificates in exchange for certificates representing Parent Common Stock. Subject to Section 1.5(d), upon surrender each holder of a Company Stock Certificate formerly representing a Share may surrender such Certificate to the Exchange Agent for exchange, together with a duly executed letter of transmittal and such other documents as may be reasonably required by Surviving Corporation or the Exchange Agent or Parent, (A) the holder of such Company Stock Certificate shall be entitled to receive in exchange therefor a certificate representing the number of shares of Parent Common Stock that such holder has the right to receive pursuant to the provisions of Section 1.5(a)(iii) together with any cash in lieu of fractional share(s) pursuant to the provisions of Section 1.5(d), and (B) the Company Stock Certificate so surrendered shall be canceled. Until surrendered as contemplated by this Section 1.8(b), each Company Stock Certificate shall be deemed, from and after the Effective Time, subject to represent only the right to receive shares of Parent Common Stock (and cash in lieu of any fractional share of Parent Common Stock) 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 the Exchange Agent, Parent or the Surviving Corporation with respect to such Company Stock Certificate. (c) No dividends or other distributions declared or made with respect to Parent Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Company Stock Certificate with respect to the shares of Parent Common Stock represented thereby, until such holder surrenders such Company Stock Certificate in accordance with this Section 1.8 (at which time such holder shall be entitled to receive all such dividends and distributions, without interest). (d) Any portion of the Exchange Fund that remains undistributed to holders of Company Stock Certificates as of the date 180 days after the date on which the Merger becomes effective shall be delivered to Parent upon demand, and any holders of Company Stock Certificates who have not theretofore surrendered their Company Stock Certificates in accordance with this Section 1.8 shall thereafter look only to Parent for satisfaction of their claims for Parent Common Stock, cash in lieu of fractional shares of Parent Common Stock and any dividends or distributions with respect to Parent Common Stock. (e) Each of the Exchange Agent, Parent and the Surviving Corporation shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable pursuant to this Agreement to any holder or former holder of Company Common Stock such amounts as may be required to be deducted or withheld therefrom under the Code or under any provision of state, local or foreign tax law or under any other applicable Legal Requirement. 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 Person to whom such amounts would otherwise have been paid. (f) Neither Parent nor the Surviving Corporation shall be liable to any holder or former holder of Company Common Stock with respect to any shares of Parent Common Stock (or dividends or distributions with respect thereto), or for any cash amounts, delivered to any public official pursuant to any applicable abandoned property, escheat and similar laws) receive in exchange therefor the Merger Consideration, without any interest thereon, but shall have no greater rights against the Surviving Corporation or similar Legal Requirementthe Parent than may be accorded to general creditors of the Surviving Corporation or the Parent under applicable law.

Exchange of Certificates. (a) Prior On or prior to the Closing Date, Parent shall select a reputable bank or trust company reasonably satisfactory to the Company to act as exchange agent in the Merger (the "“Exchange Agent"”). Promptly after the Effective Time, Parent shall deposit cause to be deposited with the Exchange Agent Agent: (i) certificates representing the shares of Parent Common Stock issuable pursuant to this Section 1 1.5; and (ii) cash sufficient to make payments in lieu of fractional shares in accordance with Section 1.5(d). The shares of Parent Common Stock and cash amounts so deposited with the Exchange Agent, together with any dividends or distributions received by the Exchange Agent with respect to such sharesshares of Parent Common Stock, are referred to collectively as the "“Exchange Fund."” (b) As soon as practicable Promptly after the Effective Time, the Exchange Agent will mail to the registered Persons who were record holders of Company Stock Certificates or Book Entry Shares immediately prior to the Effective Time: (i) a letter of transmittal in customary form and containing such provisions as Parent may reasonably specify and the Company shall reasonably approve prior to the Effective Time (including a provision confirming that delivery of Company Stock Certificates or Book Entry Shares shall be effected, and risk of loss and title to Company Stock Certificates or Book Entry Shares shall pass, only upon delivery of such Company Stock Certificates or Book Entry Shares to the Exchange Agent), ; and (ii) instructions for use in effecting the surrender of Company Stock Certificates or Book Entry Shares in exchange for certificates representing Parent Common Stock. Subject to Section 1.5(d), upon Upon surrender of a Company Stock Certificate or Book Entry Shares to the Exchange Agent for exchange, together with a duly executed letter of transmittal and such other documents as may be reasonably required by the Exchange Agent or Parent, : (A) the holder of such Company Stock Certificate or Book Entry Shares shall be entitled to receive in exchange therefor a certificate representing 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(a)(iii) together with any 1.5 (and cash in lieu of any fractional share(s) share of Parent Common Stock pursuant to the provisions of Section 1.5(d) and any dividends or other distributions pursuant to Section 1.7(c), ); and (B) the Company Stock Certificate or Book Entry Shares so surrendered shall be canceled. Until surrendered as contemplated by this Section 1.8(b1.7(b), each Company Stock Certificate and Book Entry Share shall be deemed, from and after the Effective Time, to represent only the right to receive shares of Parent Common Stock (and cash in lieu of any fractional share of Parent Common Stock) as contemplated by Section 1.5. If any Company Stock Certificate shall have been lost, stolen or destroyed, Parent may, in its reasonable 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 indemnification obligation against any claim that may be made against the Exchange Agent, Parent or the Surviving Corporation with respect to such Company Stock Certificate. (c) No dividends or other distributions declared or made with respect to Parent Common Stock with a record date after the Effective Time shall be paid or otherwise delivered to the holder of any unsurrendered Company Stock Certificate or Book Entry Share with respect to the shares of Parent Common Stock represented thereby, that such holder has the right to receive in the Merger until such holder surrenders such Company Stock Certificate or Book Entry Share in accordance with this Section 1.8 1.7 (at which time such holder shall be entitled entitled, subject to the effect of applicable abandoned property, escheat or similar laws, to receive all such dividends and distributions, without interest). (d) Any portion of the Exchange Fund that remains undistributed to holders of Company Stock Certificates and Book Entry Shares as of the date 180 days that is one year after the date on which the Merger becomes effective shall be delivered to Parent upon demand, and any holders of Company Stock Certificates or Book Entry Shares who have not theretofore surrendered their Company Stock Certificates or Book Entry Shares in accordance with this Section 1.8 1.7 shall thereafter look only to Parent for satisfaction of their claims for Parent Common Stock, cash in lieu of fractional shares of Parent Common Stock and any dividends or distributions with respect to shares of Parent Common Stock. (e) Each of the Exchange Agent, Parent and the Surviving Corporation shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable pursuant to this Agreement to any holder or former holder of Company Common Stock such amounts as may be required to be deducted or withheld therefrom from such consideration under the Code or under any provision of state, local or foreign tax law or under any other applicable Legal Requirement. To the extent such amounts are so deducted or withheldwithheld and timely paid to the appropriate Governmental Body, such amounts shall be treated for all purposes under this Agreement as having been paid to the Person to whom such amounts would otherwise have been paid. (f) Neither Parent nor the Surviving Corporation shall be liable to any holder or former holder of Company Common Stock or to any other Person with respect to any shares of Parent Common Stock (or dividends or distributions with respect thereto), or for any cash amounts, delivered to any public official pursuant to any applicable abandoned propertyproperty law, escheat law or similar other Legal Requirement.

Exchange of Certificates. (a) Prior to the Closing Date, Parent shall select a reputable bank or trust company to act as exchange agent in the Merger (the "Exchange Agent"). Promptly after the Effective Time, Parent shall deposit with the Exchange Agent (i) certificates representing the shares of Parent Common Stock issuable pursuant to this Section 1 and (ii) cash sufficient to make payments in lieu of fractional shares in accordance with Section 1.5(d). The shares of Parent Common Stock and cash amounts so deposited with the Exchange Agent, together with any dividends or distributions received by the Exchange Agent with respect to such shares, are referred to collectively as the "Exchange Fund." (b) As soon as practicable after the Effective Time, the Exchange Agent will mail to the registered holders of Company Stock Certificates (i) a letter of transmittal in customary form and containing such provisions as Parent may reasonably specify (including a provision confirming that delivery of Company Stock Certificates shall be effected, and risk of loss and title to Company Stock Certificates shall pass, only upon delivery of such Company Stock Certificates to the Exchange Agent), and (ii) instructions for use in effecting the Upon surrender of Company Stock Certificates in exchange for certificates representing Parent Common Stock. Subject to Section 1.5(d), upon surrender of a Company Stock Certificate to the Exchange Agent of a Certificate for exchangecancellation, together with a such letter of transmittal, duly executed letter of transmittal and completed in accordance with the instructions thereto, and such other documents as may be reasonably required by the Exchange Agent or Parentpursuant to such instructions, (A) the holder of such Company Stock Certificate shall be entitled to receive in exchange therefor a certificate representing the that number of whole shares of Parent Common Stock that which such holder has the right to receive holder's shares of Company Common Stock have been converted into pursuant to the provisions of Section 1.5(a)(iii) together with this Article II (and any cash in lieu of any fractional share(s) shares of Parent Common Stock to which such holder is entitled pursuant to the provisions of Section 1.5(d2.4(f) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.4(d)), and (B) the Company Stock Certificate so surrendered shall forthwith be canceledcancelled. 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, shares of Parent Common Stock, cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.4(f) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.4(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 1.8(b)2.4, each Company Stock Certificate shall be deemed, from and deemed at all times after the Effective Time, Time to represent only the right to receive upon such surrender the number of whole shares of Parent Common Stock (and into which the shares of Company Common Stock formerly represented thereby have been converted, cash in lieu of any fractional share of Parent Common Stock) 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 the Exchange Agent, Parent or the Surviving Corporation with respect to such Company Stock Certificate. (c) No dividends or other distributions declared or made with respect to Parent Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Company Stock Certificate with respect to the shares of Parent Common Stock represented thereby, until to which such holder surrenders such Company Stock Certificate in accordance with this is entitled pursuant to Section 1.8 (at which time such holder shall be entitled to receive all such dividends and distributions, without interest). (d2.4(f) Any portion of the Exchange Fund that remains undistributed to holders of Company Stock Certificates as of the date 180 days after the date on which the Merger becomes effective shall be delivered to Parent upon demand, and any holders of Company Stock Certificates who have not theretofore surrendered their Company Stock Certificates in accordance with this Section 1.8 shall thereafter look only to Parent for satisfaction of their claims for Parent Common Stock, cash in lieu of fractional shares of Parent Common Stock and any dividends or other distributions with respect to Parent Common Stock. (e) Each of the Exchange Agent, Parent and the Surviving Corporation shall be which such holder is entitled to deduct and withhold from any consideration payable or otherwise deliverable pursuant to this Agreement to any holder or former holder of Company Common Stock such amounts as may be required to be deducted or withheld therefrom under the Code or under any provision of state, local or foreign tax law or under any other applicable Legal Requirement. 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 Person to whom such amounts would otherwise have been paidSection 2.4(d). (f) Neither Parent nor the Surviving Corporation shall be liable to any holder or former holder of Company Common Stock with respect to any shares of Parent Common Stock (or dividends or distributions with respect thereto), or for any cash amounts, delivered to any public official pursuant to any applicable abandoned property, escheat or similar Legal Requirement.

Exchange of Certificates. (a) Prior to the Closing Date, Parent shall select a reputable bank or trust company to act as exchange agent in the Merger (the "Exchange Agent"). Promptly after the Effective Time, Parent (on behalf of US Corp. and Merger Sub) shall deposit with a nationally recognized financial institution designated by Parent (on behalf of US Corp. and Merger Sub) and reasonably acceptable to the Company (the “Exchange Agent”), for the benefit of the holders of shares of Company Common Stock whose shares are converted into the right to receive the Merger Consideration pursuant to this Article II, for exchange in accordance with this Article II, through the Exchange Agent (i) certificates representing the Agent, shares of Parent Common Stock (which shall be in non-certificated book entry form unless a physical certificate is requested) issuable pursuant to this Section 1 2.01 in exchange for outstanding shares of Company Common Stock. Prior to the Effective Time, Merger Sub shall provide to the Exchange Agent all of the cash necessary to pay the cash portion of the aggregate Merger Consideration for the shares of Company Common Stock converted into the right to receive the Merger Consideration pursuant to Section 2.01 and shall, after the Effective Time on the appropriate payment date, if applicable, provide or cause to be provided to the Exchange Agent any dividends or other distributions payable on such shares of Parent Common Stock pursuant to Section 2.02(c) (ii) such shares of Parent Common Stock and cash provided to the Exchange Agent, together with any dividends or other distributions with respect thereto, being hereinafter referred to as the “Exchange Fund”). For the purposes of such deposit, Merger Sub shall assume that there will not be any fractional shares of Parent Common Stock. Merger Sub shall make available to the Exchange Agent, for addition to the Exchange Fund, from time to time as needed, cash sufficient to make payments pay cash in lieu of fractional shares in accordance with Section 1.5(d2.02(e). The shares Exchange Agent shall, pursuant to irrevocable instructions, deliver the Merger Consideration in accordance with this Section 2.02 out of Parent Common Stock and cash amounts so deposited with the Exchange Agent, together with Fund. The Exchange Fund shall not be used for any dividends or distributions received by the Exchange Agent with respect to such shares, are referred to collectively as the "Exchange Fundother purpose." (b) As Parent (on behalf of US Corp. and Merger Sub) shall instruct the Exchange Agent to mail, as soon as reasonably practicable after the Effective Time, to each holder of record of a Certificate whose shares were converted into the Exchange Agent will mail right to receive the registered holders of Company Stock Certificates Merger Consideration pursuant to Section 2.01(c), (i) a letter of transmittal in customary form and containing such provisions as Parent may reasonably (which shall specify (including a provision confirming that delivery of Company Stock Certificates shall be effected, and risk of loss and title to Company Stock the Certificates shall pass, only upon delivery of such Company Stock the Certificates to the Exchange Agent), Agent and shall be in such form and have such other provisions as Parent (on behalf of US Corp. and Merger Sub) may reasonably specify) and (ii) instructions for use in effecting the surrender of Company Stock the Certificates in exchange for certificates representing Parent Common Stockthe Merger Consideration. Subject to Section 1.5(d), upon Upon surrender of a Company Stock Certificate for cancellation to the Exchange Agent for exchangeor to such other agent or agents as may be appointed by Parent (on behalf of US Corp. and Merger Sub), together with a duly executed such letter of transmittal transmittal, duly executed, and such other documents as may reasonably be reasonably required by the Exchange Agent or ParentAgent, (A) the holder of such Company Stock Certificate shall be entitled to receive in exchange therefor a certificate representing (A) the Per Share Cash Amount with respect to which the aggregate number of shares of Company Common Stock previously represented by such Certificate shall have been converted pursuant to Section 2.01(c) into the right to receive, (B) the number of whole shares of Parent Common Stock that (which shall be in non-certificated book entry form unless a physical certificate is requested) which the aggregate number of shares of Company Common Stock previously represented by such holder has Certificate shall have been converted pursuant to Section 2.01(c) into the right to receive pursuant to the provisions of Section 1.5(a)(iiiand (C) together with any cash in lieu of fractional share(s) pursuant to the provisions shares of Parent Common Stock as set forth in Section 1.5(d2.02(e), and (B) the Company Stock Certificate so surrendered shall forthwith be canceledcancelled. Until In the event of a transfer of ownership of Company Common Stock that is not registered in the transfer records of the Company, payment may be made and shares may be issued 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 payment shall pay any transfer or 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 Parent that such tax has been paid or is not applicable. Subject to the last sentence of Section 2.02(c), until surrendered as contemplated by this Section 1.8(b)2.02, each Company Stock Certificate shall be deemed, from and deemed at any time after the Effective Time, Time to represent only the right to receive upon such surrender the Merger Consideration into which the shares of Parent Company Common Stock (and theretofore represented by such Certificate have been converted pursuant to Section 2.01(c). No interest shall be paid or accrue on any cash in lieu payable upon surrender of any fractional share of Parent Common Stock) 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 the Exchange Agent, Parent or the Surviving Corporation with respect to such Company Stock Certificate. (c) No dividends or other distributions declared or made with respect to Parent Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered certificate formerly representing Company Common Stock Certificate with respect to the shares of Parent Common Stock represented therebyissuable upon surrender thereof, until and no cash payment in lieu of fractional shares shall be paid to any such holder surrenders pursuant to Section 2.02(e), in each case until the surrender of such Company Stock Certificate in accordance with this Section 1.8 Article II. Subject to applicable Law, following surrender of any such Certificate, there shall be paid to the holder of the shares of Company Common Stock issued in exchange therefor, without interest, (i) at the time of such surrender, the amount of any cash payable in lieu of a fractional share of Parent Common Stock to which time such holder is entitled pursuant to Section 2.02(e) and the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of Parent Common Stock and (ii) at the appropriate payment date, the amount of dividends or other distributions 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 whole shares of Parent Common Stock. (d) The Merger Consideration issued (and paid) in accordance with the terms of this Article II upon conversion of any shares of Company Common Stock shall be deemed to have been issued (and paid) in full satisfaction of all rights pertaining to such shares of Company Common Stock. After the Effective Time there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of shares of Company Common Stock that were outstanding immediately prior to the Effective Time. If, after the Effective Time, any certificates formerly representing shares of Company Common Stock are presented to the Surviving Corporation or the Exchange Agent for any reason, they shall be cancelled and exchanged as provided in this Article II. (e) No certificates or scrip representing fractional shares of Parent Common Stock shall be issued upon the conversion of Company Common Stock pursuant to Section 2.01, and such fractional share interests shall not entitle the owner thereof to vote or to any rights of a holder of Parent Common Stock. For purposes of this Section 2.02(e), all fractional shares to which a single record holder would be entitled shall be aggregated and calculations shall be rounded to three decimal places. In lieu of any such fractional shares, each holder of Company Common Stock who would otherwise be entitled to such fractional shares shall be entitled to receive all such dividends and distributionsan amount in cash, without interest, rounded down to the nearest cent, equal to the product of (A) the amount of the fractional share interest in a share of Parent Common Stock to which such holder is entitled under Section 2.01(c) (or would be entitled but for this Section 2.02(e)) and (B) an amount equal to the average of the closing sale prices of the Parent Common Stock on Nasdaq for each of the five (5) trading days immediately prior to the Closing Date. As soon as practicable after the determination of the amount of cash, if any, to be paid to holders of Company Common Stock in lieu of any fractional share interests in Parent Common Stock, the Exchange Agent shall make available such amounts, without interest, to the holders of Company Common Stock entitled to receive such cash. (df) Any portion of the Exchange Fund that remains undistributed to the holders of Company Common Stock Certificates as of the date 180 days for six months after the date on which the Merger becomes effective Effective Time shall be delivered to Parent (on behalf of the Surviving Corporation), upon demand, and any holders holder of Company Common Stock Certificates who have has not theretofore surrendered their Company Stock Certificates in accordance complied with this Section 1.8 Article II shall thereafter look only to Parent (on behalf of the Surviving Corporation) for satisfaction payment of their claims its claim for Parent Common Stock, cash in lieu of fractional shares of Parent Common Stock Merger Consideration and any dividends or distributions with respect to Parent Common StockStock as contemplated by Section 2.02(c)(ii). (eg) Each None of Parent, US Corp., Merger Sub, Merger LLC, the Company, the Surviving Corporation, the Surviving Company or the Exchange Agent, Parent and the Surviving Corporation shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable pursuant to this Agreement to any holder or former holder of Company Common Stock such amounts as may be required to be deducted or withheld therefrom under the Code or under any provision of state, local or foreign tax law or under any other applicable Legal Requirement. 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 Person to whom such amounts would otherwise have been paid. (f) Neither Parent nor the Surviving Corporation Agent shall be liable to any holder or former holder Person in respect of Company Common Stock with respect to any shares of Parent Common Stock (or dividends or distributions with respect thereto), ) or for cash from the Exchange Fund (including any cash amounts, amounts delivered to any Parent in accordance with Section 2.02(f)) delivered to a public official pursuant to any applicable abandoned property, escheat or similar Legal RequirementLaw. If any Certificate has not been surrendered prior to five years after the Effective Time (or immediately prior to such earlier date on which Merger Consideration or any dividends or distributions with respect to Parent Common Stock as contemplated by Section 2.02(c)(i) in respect of such Certificate would otherwise escheat to or become the property of any Governmental Entity), any such shares, cash, dividends or distributions in respect of such Certificate shall, to the extent permitted by Law, become the property of the Surviving Corporation, free and clear of all claims or interest of any Person previously entitled thereto. (h) In the event any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by Parent (on behalf of US Corp. and Merger Sub), the posting by such Person of a bond in customary amount as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate the shares of Parent Common Stock and any cash, unpaid dividends or other distributions that would be payable or deliverable in respect thereof pursuant to this Agreement had such lost, stolen or destroyed Certificate been surrendered. (i) The Exchange Agent shall invest any cash included in the Exchange Fund, as directed by Parent (on behalf of Merger Sub), on a daily basis; provided, however, that any investment of cash in the Exchange Fund shall in all events be limited to investment in direct short-term obligations of, or short-term obligations fully guaranteed as to principal and interest by, the United States government, or in funds investing solely in such obligations, and that no such investment or loss thereon shall affect the amounts payable to holders of Company Common Stock pursuant to Article II. Any interest and other income resulting from such investments shall be paid to Merger Sub. If for any reason (including losses) the Exchange Fund is inadequate to pay the amounts to which holders of shares of Company Common Stock shall be entitled under this Article II, Parent shall take all steps necessary to promptly deposit with the Exchange Agent additional Merger Consideration or other cash sufficient to make all payments required under this Agreement, and Parent shall in any event be liable for payment thereof. (j) Parent (on behalf of Merger Sub) shall be entitled to deduct and withhold from the consideration otherwise payable in respect of the Transactions such amounts as may be required to be deducted and withheld with respect to the making of such payment under the Code, or under any provision of state, federal, provincial, territorial, local or foreign Tax Law. To the extent that amounts are so withheld and paid over to the appropriate taxing authority, such amounts shall be treated as paid to the Persons otherwise entitled to such amounts. If the amount withheld and paid over is in respect of consideration other than cash, the Surviving Corporation or other payor will be treated as though it withheld an appropriate amount of the type of consideration otherwise payable to the Person entitled to such amount, sold such consideration on behalf of such Person for an amount of cash equal to the fair market value of such consideration at the time of such deemed sale and paid such cash proceeds to the appropriate taxing authority.

Exchange of Certificates. (a) Prior to the Closing DateEffective Time, Parent shall select a reputable bank or trust company to act as exchange agent in be designated by the Merger Purchaser (the "Exchange Agent"). Promptly after ) shall act as exchange agent in effecting the exchange of the Per Share Merger Consideration for Certificates which, prior to the Effective Time, Parent represented Shares entitled to payment pursuant to Section 1.6 hereof. Prior to the Effective Time, the Purchaser shall deposit with the Exchange Agent the aggregate Per Share Merger Consideration necessary to make the payments contemplated hereby on a timely basis (ithe "Deposit Amount") certificates representing in trust for the shares benefit of Parent Common Stock issuable the holders of Certificates. Pending distribution pursuant to this Section 1 and (ii1.9(a) cash sufficient to make payments in lieu of fractional shares in accordance with Section 1.5(d). The shares of Parent Common Stock and cash amounts so the Deposit Amount deposited with the Exchange Agent, together the Surviving Corporation may direct the Exchange Agent to invest such Deposit Amount, provided that such investments (i) shall be obligations of or guaranteed by the United States of America, in commercial paper obligations receiving the highest rating from either Xxxxx'x Investors Services, Inc. or Standard & Poor's Ratings Services, a division of The McGraw Hill Companies, Inc., or in certificates of deposit, bank repurchase agreements or bankers acceptances of commercial banks with any dividends capital exceeding $500,000,000 (collectively "Permitted Investments") or distributions received in money market funds which are invested solely in Permitted Investments and (ii) shall have maturities that will not prevent or delay payments to be made pursuant to this Section 1.9(a). Upon the surrender of each such Certificate and the issuance and delivery by the Exchange Agent with respect of the Per Share Merger Consideration in exchange therefor, such Certificate shall forthwith be cancelled. Until so surrendered and exchanged, each such Certificate (other than Certificates representing Shares held by the Company or the Purchaser and by Dissenting Shares) shall represent solely the right to receive the Per Share Merger Consideration, without interest, multiplied by the number of Shares represented by such shares, are referred to collectively as the "Exchange Fund." (b) As soon as practicable Certificate. Promptly after the Effective Time, the Exchange Agent will shall mail to each record holder of Certificates which immediately prior to the registered holders Effective Time represented Shares a form of Company Stock Certificates (i) a letter of transmittal in customary form and containing such provisions as Parent may reasonably specify (including a provision confirming that delivery of Company Stock Certificates shall be effected, and risk of loss and title to Company Stock Certificates shall pass, only upon delivery of such Company Stock Certificates to the Exchange Agent), and (ii) instructions for use in effecting surrendering such Certificates and receiving the Per Share Merger Consideration therefor. Upon the surrender of Company Stock Certificates in exchange for certificates representing Parent Common Stock. Subject to Section 1.5(d), upon surrender of a Company Stock Certificate to the Exchange Agent for exchange, of such an outstanding Certificate together with a duly executed 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 by pursuant to such instructions, the holder shall receive the Per Share Merger Consideration, without any interest thereon. If any Per Share Merger Consideration is to be paid to a name other than the name in which the Certificate representing Shares surrendered in exchange therefor is registered, it shall be a condition to such payment or exchange that the Person requesting such payment or exchange shall pay to the Exchange Agent any transfer or Parent, (A) other taxes required by reason of the payment of such Per Share Merger Consideration to a name other than that of the registered holder of the Certificate surrendered, or such Company Stock Certificate Person shall be entitled to receive in exchange therefor a certificate representing the number of shares of Parent Common Stock that such holder has the right to receive pursuant establish to the provisions of Section 1.5(a)(iii) together with any cash in lieu of fractional share(s) pursuant to the provisions of Section 1.5(d), and (B) the Company Stock Certificate so surrendered shall be canceled. Until surrendered as contemplated by this Section 1.8(b), each Company Stock Certificate shall be deemed, from and after the Effective Time, to represent only the right to receive shares of Parent Common Stock (and cash in lieu of any fractional share of Parent Common Stock) 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 the Exchange Agent, Parent or the Surviving Corporation with respect to such Company Stock Certificate. (c) No dividends or other distributions declared or made with respect to Parent Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Company Stock Certificate with respect to the shares of Parent Common Stock represented thereby, until such holder surrenders such Company Stock Certificate in accordance with this Section 1.8 (at which time such holder shall be entitled to receive all such dividends and distributions, without interest). (d) Any portion satisfaction of the Exchange Fund Agent that remains undistributed to holders of Company Stock Certificates as of such tax has been paid or is not applicable. Notwithstanding the date 180 days after the date on which the Merger becomes effective shall be delivered to Parent upon demandforegoing, and any holders of Company Stock Certificates who have not theretofore surrendered their Company Stock Certificates in accordance with this Section 1.8 shall thereafter look only to Parent for satisfaction of their claims for Parent Common Stock, cash in lieu of fractional shares of Parent Common Stock and any dividends or distributions with respect to Parent Common Stock. (e) Each of neither the Exchange Agent, Parent and the Surviving Corporation shall be entitled to deduct and withhold from Agent nor any consideration payable or otherwise deliverable pursuant to this Agreement to any holder or former holder of Company Common Stock such amounts as may be required to be deducted or withheld therefrom under the Code or under any provision of state, local or foreign tax law or under any other applicable Legal Requirement. 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 Person to whom such amounts would otherwise have been paid. (f) Neither Parent nor the Surviving Corporation party hereto shall be liable to any holder or former a holder of Company Common Stock with respect to any shares of Parent Common Stock (or dividends or distributions with respect thereto), or Shares for any cash amounts, Per Share Merger Consideration delivered to any a public official pursuant to any applicable abandoned property, escheat or similar Legal Requirementlaws. (b) The Surviving Corporation shall not be entitled to the return of any amount in the possession of the Exchange Agent relating to the transactions described in this Agreement until the date which is 180 days after the Effective Time. Thereafter, each holder of a Certificate representing a Share may surrender such Certificate to the Surviving Corporation and (subject to applicable abandoned property, escheat and similar laws) receive in exchange therefor the Per Share Merger Consideration, without any interest thereon, but shall have no greater rights against the Surviving Corporation than may be accorded to general creditors of the Surviving Corporation. (c) At and after the Effective Time, the holders of Certificates to be exchanged for the Per Share Merger Consideration pursuant to this Agreement shall cease to have any rights as stockholders of the Company except for the right to surrender such holder's Certificates in exchange for payment of the Per Share Merger Consideration, and after the Effective Time there shall be no transfers on the stock transfer books of the Surviving Corporation of the Shares which were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates are presented to the Surviving Corporation or the Exchange Agent, they shall be cancelled and exchanged for the Per Share Merger Consideration, as provided in this Article I, subject to applicable law in the case of Dissenting Shares. (d) The provisions of this Section 1.9 shall also apply to Dissenting Shares that lose their status as such, except that the obligations of the Exchange Agent under this Section 1.9 shall commence on the date of loss of such status.

Exchange of Certificates. (a) Prior to the Closing Date, Parent shall select a reputable bank or trust company reasonably acceptable to the Company to act as exchange agent in the Merger (the "“Exchange Agent"”). Promptly Within five (5) business days after the Effective Time, Parent shall deposit with the Exchange Agent Agent, for the benefit of the holders of Shares, (i) certificates representing the shares of Parent Common Stock issuable pursuant to this Section 1 1, and (ii) cash sufficient to make payments in lieu of fractional shares in accordance with Section 1.5(d). The 1.5(c) (such cash and shares of Parent Common Stock and cash amounts so deposited with the Exchange AgentStock, together with any dividends or distributions received by the Exchange Agent with respect to such sharesthereto, are being referred to collectively as the "“Exchange Fund”)." (b) As soon as reasonably practicable after the Effective Time, the Exchange Agent will mail to the registered record holders of Company Stock Certificates (i) a letter of transmittal in customary form and containing such provisions as Parent and the Company may reasonably specify (including a provision confirming that delivery of Company Stock Certificates shall be effected, and risk of loss and title to Company Stock Certificates shall pass, only upon delivery of such Company Stock Certificates to the Exchange Agent), and (ii) instructions for use in effecting the surrender of Company Stock Certificates in exchange for certificates representing Parent Common Stockthe Merger Consideration. Subject to Section 1.5(d), upon Upon surrender of a Company Stock Certificate to the Exchange Agent for exchange, together with a duly executed letter of transmittal and such other documents as may be reasonably required by the Exchange Agent or Parent, (A) the holder of such Company Stock Certificate shall be entitled to receive in exchange therefor a certificate representing therefore the number of shares of Parent Common Stock that such holder has the right to receive pursuant to the provisions of Section 1.5(a)(iii) together with any cash in lieu of fractional share(s) pursuant to the provisions of Section 1.5(d)Merger Consideration, and (B) the Company Stock Certificate so surrendered shall be immediately canceled. Until surrendered as contemplated by this Section 1.8(b)1.7, each Company Stock Certificate shall be deemed, from and after the Effective Time, to represent only the right to receive shares of Parent Common Stock (the Merger Consideration and cash in lieu of any fractional share of Parent Common Stock) as contemplated by Section 1.5distribution or dividend the record date for which is after the Effective Time. If any Company Stock Certificate shall have been lost, stolen or destroyed, the Exchange Agent will issue in exchange for such lost, stolen or destroyed Company Stock Certificates the Merger Consideration; provided, however, that 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 the Exchange Agent, Parent or the Surviving Corporation with respect to such Company Stock Certificate. (c) No dividends or other distributions declared or made with respect to Parent Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Company Stock Certificate with respect to the shares of Parent Common Stock represented thereby, that such holder has the right to receive in the Merger until such holder surrenders such Company Stock Certificate in accordance with this Section 1.8 (at which time such holder shall be entitled to receive all such dividends and distributions, without interest)1.7. (d) Any portion of the Exchange Fund that remains undistributed to holders of Company Stock Certificates as of the date 180 days one (1) year after the date on which the Merger becomes effective Effective Time shall be delivered to Parent upon demand, and any holders of Company Stock Certificates who have not theretofore surrendered their Company Stock Certificates to the Exchange Agent in accordance with this Section 1.8 1.7 shall thereafter look only to Parent for satisfaction of their claims for Parent Common Stock, cash in lieu of fractional shares of Parent Common Stock and any dividends or distributions with respect the Merger Consideration to Parent Common Stockwhich such holder is entitled pursuant hereto. (e) Each of the Exchange Agent, Parent and the Surviving Corporation shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable pursuant to this Agreement to any holder or former holder of Company Common Stock such amounts as may be required to be deducted or withheld therefrom under the Code or under any provision of state, local or foreign tax law or under any other applicable Legal Requirement. 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 Person to whom such amounts would otherwise have been paid. (f) Neither Parent nor the Surviving Corporation shall be liable to any holder or former holder of Company Common Stock or to any other Person with respect to any shares of Parent Common Stock (or dividends or distributions with respect thereto), or for any cash amounts, properly delivered to any public official pursuant to in compliance with any applicable abandoned propertyproperty law, escheat law or similar Legal Requirement.

Exchange of Certificates. (a) Prior to the Closing Date, Parent shall select a reputable bank or trust company to act as exchange agent in the Merger (the "Exchange AgentEXCHANGE AGENT"). Promptly after the Effective Time, Parent shall deposit with the Exchange Agent (i) certificates representing the shares of Parent Common Stock issuable pursuant to this Section 1 and (ii) cash sufficient to make payments in lieu of fractional shares in accordance with Section 1.5(d). The shares of Parent Common Stock and cash amounts so deposited with the Exchange Agent, together with any dividends or distributions received by the Exchange Agent with respect to such shares, are referred to collectively as the "Exchange FundEXCHANGE FUND." (b) As soon as practicable after the Effective Time, the Exchange Agent will mail to the registered holders of Company Stock Certificates (i) a letter of transmittal in customary form and containing such customary provisions as Parent may reasonably specify (including a provision confirming that delivery of Company Stock Certificates shall be effected, and risk of loss and title to Company Stock Certificates shall pass, only upon delivery of such Company Stock Certificates to the Exchange Agent), and (ii) instructions for use in effecting the surrender of Company Stock Certificates in exchange for certificates representing Parent Common Stock. Subject to Section 1.5(d), upon surrender of a Company Stock Certificate to the Exchange Agent for exchange, together with a duly executed letter of transmittal and such other documents as may be reasonably required by the Exchange Agent or Parent, (A) the holder of such Company Stock Certificate shall be entitled to receive in exchange therefor a certificate representing the number of shares of Parent Common Stock that such holder has the right to receive pursuant to the provisions of Section 1.5(a)(iii) together with any cash in lieu of fractional share(s) pursuant to the provisions of Section 1.5(d), and (B) the Company Stock Certificate so surrendered shall be canceled. Until surrendered as contemplated by this Section 1.8(b), each Company Stock Certificate shall be deemed, from and after the Effective Time, to represent only the right to receive shares of Parent Common Stock (and cash in lieu of any fractional share of Parent Common Stock) 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 the Exchange Agent, Parent or the Surviving Corporation with respect to such Company Stock Certificate. (c) No dividends or other distributions declared or made with respect to Parent Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Company Stock Certificate with respect to the shares of Parent Common Stock represented thereby, until such holder surrenders such Company Stock Certificate in accordance with this Section 1.8 (at which time such holder shall be entitled to receive all such dividends and distributions, without interest). (d) Any portion of the Exchange Fund that remains undistributed to holders of Company Stock Certificates as of the date 180 days after the date on which the Merger becomes effective shall be delivered to Parent upon demand, and any holders of Company Stock Certificates who have not theretofore surrendered their Company Stock Certificates in accordance with this Section 1.8 shall thereafter look only to Parent for satisfaction of their claims for Parent Common Stock, cash in lieu of fractional shares of Parent Common Stock and any dividends or distributions with respect to Parent Common Stock. (e) Each of the Exchange Agent, Parent and the Surviving Corporation shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable pursuant to this Agreement to any holder or former holder of Company Common Stock such amounts as may be required to be deducted or withheld therefrom under the Code or under any provision of state, local or foreign tax law or under any other applicable Legal Requirement. 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 Person to whom such amounts would otherwise have been paid. (f) Neither Parent nor the Surviving Corporation shall be liable to any holder or former holder of Company Common Stock with respect to any shares of Parent Common Stock (or dividends or distributions with respect thereto), or for any cash amounts, delivered to any public official pursuant to any applicable abandoned property, escheat or similar Legal Requirement.be

Exchange of Certificates. (a) Prior Promptly after the Effective Time, CIBER shall deposit, or shall cause to the Closing Date, Parent shall select a reputable bank or trust company to act as exchange agent in the Merger be deposited with CIBER's Corporate Secretary (the "Exchange Agent"). Promptly after the Effective Time, Parent shall deposit with the Exchange Agent ) (i) certificates representing the shares of Parent CIBER Common Stock issuable pursuant to this Section 1 Article II, and (ii) cash sufficient to pay the Cash Consideration and to make payments in lieu of fractional shares in accordance with Section 1.5(d2.5(k). The shares of Parent CIBER Common Stock and cash amounts so deposited with the Exchange Agent, together with any dividends or distributions received by the Exchange Agent with respect to such shares, are referred to collectively as the "Exchange Fund." (b) As soon as reasonably practicable after the Effective Time, the Exchange Agent will mail to the registered record holders of Company ALPHANET Stock Certificates (i) a letter of transmittal in customary form and containing such provisions as Parent CIBER may reasonably specify (including a provision confirming that delivery of Company ALPHANET Stock Certificates shall be effected, and risk of loss and title to Company ALPHANET Stock Certificates shall pass, only upon delivery of such Company ALPHANET Stock Certificates to the Exchange Agent), (ii) an election form (the "Election Form") providing for such holders to make the Stock Election or the Cash Election with respect to each ALPHANET Stock Certificate, and (iiiii) instructions for use in effecting the surrender of Company ALPHANET Stock Certificates in exchange for certificates representing Parent CIBER Common StockStock or for cash. Subject Any election other than a deemed Cash Election shall be validly made only if the Exchange Agent shall have received by noon on a date (the "Election Deadline") to Section 1.5(d)be decided upon by CIBER (which date shall not be later than 20 days after the mailing of the letter of transmittal, upon Election Form and instructions) an Election form properly completed and executed by such holder accompanied by such holders Certificates, or by an appropriate guarantee of delivery of such Certificates. Any holder of ALPHANET Common Stock who has made an election by submitting an Election Form to the Exchange Agent may at any time prior to the Election Deadline change such holder's election by submitting a revised Election Form, properly completed and executed, or revoke an election by written notice to the Exchange Agent, if the revised Election Form or the written notice, as the case may be, is received by the Exchange Agent prior to the Election Deadline. Upon surrender of a Company an ALPHANET Stock Certificate to the Exchange Agent for exchange, together with a duly executed letter of transmittal transmittal, Election Form and such other documents as may be reasonably required by the Exchange Agent or ParentCIBER, (A1) the holder of such Company ALPHANET Stock Certificate shall be entitled to receive in exchange therefor a certificate representing the number of whole shares of Parent CIBER Common Stock constituting the Stock Consideration (together with cash in lieu of any fractional share of CIBER Common Stock) or the Cash Consideration that such holder has the right to receive pursuant to the provisions of Section 1.5(a)(iii) together with any cash in lieu of fractional share(s) pursuant to the provisions of Section 1.5(d)2.5, and (B2) the Company ALPHANET Stock Certificate so surrendered shall be canceled. Until surrendered as contemplated by this Section 1.8(b)2.7, each Company ALPHANET Stock Certificate shall be deemed, from and after the Effective Time, to represent only the right to receive shares of Parent Common the Stock Consideration (and together with cash in lieu of any fractional share of Parent CIBER Common Stock) or the Cash Consideration as contemplated by Section 1.52.5. If any Company ALPHANET Stock Certificate shall have been lost, stolen or destroyed, Parent CIBER may, in its discretion and as a condition precedent to the issuance of any certificate representing Parent CIBER Common Stock, require the owner of such lost, stolen or destroyed Company ALPHANET Stock Certificate to provide an appropriate affidavit and to deliver a bond (in such sum as Parent CIBER may reasonably direct) as indemnity against any claim that may be made against the Exchange Agent, Parent Agent or the Surviving Corporation CIBER with respect to such Company ALPHANET Stock Certificate. (c) No dividends or other distributions declared or made with respect to Parent CIBER Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Company ALPHANET Stock Certificate with respect to the shares of Parent CIBER Common Stock represented therebyStock, if any, that such holder has the right to receive in the Merger until such holder surrenders such Company ALPHANET Stock Certificate in accordance with this Section 1.8 2.7 (at which time such holder shall be entitled entitled, subject to the effect of applicable escheat or similar laws, to receive all such dividends and distributions, without interest). (d) Any portion of the Exchange Fund that remains undistributed to holders of Company ALPHANET Stock Certificates as of the date 180 days after the date on which Effective Time shall become the Merger becomes effective shall be delivered to Parent upon demand, and any holders general funds of Company Stock Certificates who have not theretofore surrendered their Company Stock Certificates in accordance with this Section 1.8 shall thereafter look only to Parent for satisfaction of their claims for Parent Common Stock, cash in lieu of fractional shares of Parent Common Stock and any dividends or distributions with respect to Parent Common StockCIBER. (e) Each of the The Exchange Agent, Parent and the Surviving Corporation Agent shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable pursuant to this Agreement to any holder or former holder of Company ALPHANET Common Stock such amounts as may be required to be deducted or withheld therefrom under the Code or under any provision of state, local or foreign tax law or under any other applicable Legal Requirement. 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 Person to whom such amounts would otherwise have been paid. (f) Neither Parent CIBER nor the Surviving Corporation shall be liable to any holder or former holder of Company ALPHANET Common Stock or to any other Person with respect to any shares of Parent CIBER Common Stock (or dividends or distributions with respect thereto), or for any cash amounts, delivered to any public official pursuant to any applicable abandoned propertyproperty law, escheat law or similar Legal Requirement.

Exchange of Certificates. (a) Prior to the Closing Date, Parent HCC shall select a reputable bank or trust company appoint U.S. Stock Transfer Corporation to act as exchange agent in the Merger (the "Exchange Agent"). ) in the Merger. (b) Promptly after the Effective TimeClosing Date, Parent but in no event later than three business days thereafter, HCC shall deposit with give instructions to the Exchange Agent (i) certificates representing to make available within three business days thereafter for exchange in accordance with this Section 2.6, the shares of Parent Common Stock HCC common stock issuable pursuant to this Section 1 and (ii) cash sufficient to make payments 2.3 in lieu of fractional shares in accordance with Section 1.5(d). The exchange for outstanding shares of Parent Common Stock and cash amounts so deposited with capital stock of VCI, subject to the Exchange Agent, together with any dividends or distributions received by issuance of 10% of the Exchange Agent with respect shares of HCC common stock issuable to such shares, are referred the Holders into escrow pursuant to collectively as the "Exchange FundSection 2.4 hereof." (bc) As soon as practicable after the Effective Time, the Exchange Agent will shall mail to each Holder of record of a stock certificate that, immediately prior to the registered holders Effective Time, represented outstanding shares of Company Stock Certificates capital stock of VCI (a "Certificate"), whose shares are being converted into HCC common stock pursuant to Section 2.3, (i) a letter of transmittal in customary form and containing such provisions as Parent may reasonably (which shall specify (including a provision confirming that delivery of Company Stock Certificates shall be effected, and risk of loss and title to Company Stock the Certificates shall pass, only upon delivery of such Company Stock the Certificates to the Exchange Agent), Agent and shall be in such form and have such other customary provisions as HCC may reasonably specify) and (ii) instructions for use in effecting the surrender of Company Stock the Certificates in exchange for certificates representing Parent Common Stockevidencing HCC common stock. Subject to Section 1.5(d), upon Upon surrender of a Company Stock Certificate for cancellation to the Exchange Agent for exchangeAgent, together with a duly executed such letter of transmittal and such other documents as may be reasonably required by transmittal, duly executed, the Exchange Agent or Parent, (A) the holder Holder of such Company Stock Certificate shall be entitled to receive in exchange therefor a certificate representing and HCC shall cause the Exchange Agent to deliver to such Holder the number of shares of Parent Common Stock that such holder has HCC common stock and payments in lieu of fractional shares to which the right Holder is entitled pursuant to receive pursuant Section 2.3 hereof, subject to the provisions of Section 1.5(a)(iii) together with any cash in lieu of fractional share(s) pursuant to the provisions of Section 1.5(d), and (B) the Company Stock Certificate so surrendered shall be canceled2.4 hereof. Until surrendered as contemplated by this Section 1.8(b2.6(c), each Company Stock Certificate shall be deemed, from and deemed at any time after the Effective Time, Time to represent only the right to receive upon such surrender such whole number of shares of Parent Common Stock (HCC common stock and cash payments for fractional shares as is provided for in lieu of any fractional share of Parent Common Stock) 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 the Exchange Agent, Parent or the Surviving Corporation with respect to such Company Stock Certificate2.3. (cd) No dividends or other distributions declared or made with respect payable to Parent Common Stock with a holders of record date of HCC common stock after the Effective Time Time, or cash payable in lieu of fractional shares, shall be paid to the holder Holder of any unsurrendered Company Stock Certificate with respect to until the shares of Parent Common Stock represented thereby, until such holder surrenders such Company Stock Certificate in accordance with this Section 1.8 (at which time such holder shall be entitled to receive all such dividends and distributions, without interest). (d) Any portion Holder of the Exchange Fund that remains undistributed to holders of Company Stock Certificates as of the date 180 days after the date on which the Merger becomes effective Certificate shall be delivered to Parent upon demand, and any holders of Company Stock Certificates who have not theretofore surrendered their Company Stock Certificates in accordance with this Section 1.8 shall thereafter look only to Parent for satisfaction of their claims for Parent Common Stock, cash in lieu of fractional shares of Parent Common Stock and any dividends or distributions with respect to Parent Common Stocksurrender such Certificate. (e) Each of the Exchange Agent, Parent and the Surviving Corporation shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable pursuant to this Agreement to any holder or former holder of Company Common Stock such amounts as may be required to be deducted or withheld therefrom under the Code or under any provision of state, local or foreign tax law or under any other applicable Legal Requirement. 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 Person to whom such amounts would otherwise have been paid. (f) Neither Parent nor the Surviving Corporation shall be liable to any holder or former holder of Company Common Stock with respect to any shares of Parent Common Stock (or dividends or distributions with respect thereto), or for any cash amounts, delivered to any public official pursuant to any applicable abandoned property, escheat or similar Legal Requirement.

Exchange of Certificates. (a) Prior to the Closing Date, Parent shall select a reputable bank or trust company to act As promptly as exchange agent in the Merger (the "Exchange Agent"). Promptly practicable after the Effective Time (but in any event within sixty (60) days following the Effective Time), Parent shall deposit with the Exchange Agent shall: (i) certificates representing cause the shares of Parent Common Stock issuable pursuant to this Section 1 1.5(a)(i) to be issued in book-entry form; and (ii) cash sufficient to make payments in lieu of fractional shares in accordance with Section 1.5(d1.5(c). The shares of Parent Common Stock and cash amounts so deposited with the Exchange Agent, together with any dividends or distributions received by the Exchange Agent with respect to such shares, are referred to collectively as the "Exchange Fund." (b) As soon promptly as practicable after the Effective Time, the Exchange Agent Parent will mail or otherwise provide to the registered Persons who were record holders of Company Stock Share Certificates (i) a letter of transmittal in customary form and containing such provisions as Parent may reasonably specify (including a provision confirming that delivery of Company Stock Certificates shall be effected, and risk of loss and title to Company Stock Certificates shall pass, only upon delivery of such Company Stock Certificates immediately prior to the Exchange Agent), and (ii) Effective Time instructions for use in effecting the surrender of Company Stock Share Certificates in exchange for certificates cash in respect of fractional shares pursuant to Section 1.5(c), if any, and book-entry shares representing Parent Common Stock. Subject to Section 1.5(d), upon Upon surrender of a Company Stock Share Certificate to the Exchange Agent Parent for exchange, together with a duly executed letter of transmittal and such other documents as may be reasonably required by the Exchange Agent or Parent, : (A) the holder of such Company Stock Share Certificate shall be entitled to receive in exchange therefor a certificate therefor, book-entry shares representing 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(a)(iii1.5(a)(i) together with any (and cash in lieu of any fractional share(s) share of Parent Common Stock pursuant to the provisions of Section 1.5(d1.5(c), ); and (B) the Company Stock Share Certificate so surrendered shall be canceled. Until surrendered as contemplated by this Section 1.8(b1.7(b), each Company Stock Share Certificate shall be deemed, from and after the Effective Time, to represent only the right to receive book-entry shares of Parent Common Stock pursuant to the provisions of Section 1.5(a)(i) (and cash in lieu of any fractional share of Parent Common Stock) as contemplated by Stock pursuant to Section 1.51.5(c)). If any Company Stock Share Certificate shall have been lost, stolen or destroyed, Parent may, in its discretion and as a condition precedent to the payment of any cash or the issuance of any certificate book-entry shares representing Parent Common Stock, require the owner of such lost, stolen or destroyed Company Stock Share Certificate to provide an appropriate lost affidavit and to deliver a bond (in such sum as Parent may reasonably direct) as indemnity against any claim that may be made against the Exchange Agent, Parent or the Surviving Corporation with respect to such Company Stock Share Certificate. (c) No dividends or other distributions declared or made with respect to Parent Common Stock with a record date after the Effective Time shall be paid or otherwise delivered to the holder of any unsurrendered Company Stock Share Certificate with respect to the shares of Parent Common Stock represented thereby, that such holder has the right to receive in the Merger until such holder surrenders such Company Stock Share Certificate in accordance with this Section 1.8 1.7 (at which time such holder shall be entitled entitled, subject to the effect of applicable abandoned property, escheat or similar laws, to receive all such dividends and distributions, without interest). (d) Any portion of the Exchange Fund that remains undistributed to holders of Company Stock Share Certificates who have not surrendered their Company Share Certificates in accordance with this Section 1.7 as of the date 180 days after the date on which the Merger becomes effective shall be delivered to Parent upon demand, and any holders of Company Stock Certificates who have not theretofore surrendered their Company Stock Certificates in accordance with this Section 1.8 shall thereafter look only to Parent for satisfaction of their claims for shares of Parent Common StockStock pursuant to the provisions of Section 1.5(a)(i), cash in lieu of fractional shares of Parent Common Stock pursuant to Section 1.5(c) and any dividends or distributions with respect to shares of Parent Common Stock. (e) Each Subject to applicable law, each of the Exchange Agent, Parent and the Surviving Corporation shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable pursuant to this Agreement to any holder or former holder of Company Common Stock such amounts as may be required to be deducted or withheld therefrom from such consideration under the Code or under any provision of state, local or foreign tax non-U.S. Tax law or under any other applicable Legal Requirement. To the extent such amounts are so deducted or withheldwithheld and paid to or deposited with the appropriate Governmental Body, such amounts shall be treated for all purposes under this Agreement as having been paid to the Person to whom such amounts would otherwise have been paid. Parent shall take commercially reasonable efforts to reduce or eliminate any required withholding. (f) Neither Parent nor the Surviving Corporation shall be liable to any holder or former holder of Company Common Stock Share Capital or to any other Person with respect to any shares of Parent Common Stock (or dividends or distributions with respect thereto), or for any cash amounts, delivered to any public official pursuant to any applicable abandoned propertyproperty law, escheat law or other similar Legal Requirement.

Exchange of Certificates. (a) Prior to As promptly as practicable after the Closing DateEffective Time (but in any event within thirty (30) days following the Effective Time), Parent shall select a reputable bank cause the shares of Parent Preferred A Stock issuable pursuant to Section 1.5(a)(i) to be issued in certificated or trust company book-entry form at Parent’s election. (b) Prior to act as exchange agent in the Merger (the "Exchange Agent"). Promptly after the Effective Time, Parent shall deposit with the Exchange Agent (i) certificates representing the shares of Parent Common Stock issuable pursuant to this Section 1 and (ii) cash sufficient to make payments in lieu of fractional shares in accordance with Section 1.5(d). The shares of Parent Common Stock and cash amounts so deposited with the Exchange Agent, together with any dividends or distributions received by the Exchange Agent with respect to such shares, are referred to collectively as the "Exchange Fund." (b) As soon as practicable after the Effective Time, the Exchange Agent will mail or otherwise provide to the registered Persons who were record holders of Company Capital Stock Certificates (i) a letter of transmittal in customary form and containing such provisions as Parent may reasonably specify (including a provision confirming that delivery of Company Stock Certificates shall be effected, and risk of loss and title to Company Stock Certificates shall pass, only upon delivery of such Company Stock Certificates immediately prior to the Exchange Agent), and (ii) Effective Time instructions for use in effecting the surrender of Company Stock Certificates in exchange for certificates book-entry or certificated shares representing Parent Common Stock; provided, however, that, at the Company’s discretion, such instructions may be provided to record holders of Company Capital Stock by the Company prior to the Effective Time. Subject to Section 1.5(d), upon Upon surrender of a Company Stock Certificate to the Exchange Agent Parent for exchange, together with a duly executed letter of transmittal and such other documents as may be reasonably required by the Exchange Agent or Parent, : (A) the holder of such Company Stock Certificate shall be entitled to receive in exchange therefor a certificate therefor, book-entry or certificated shares representing the number of whole shares of Parent Common Series A Preferred Stock that such holder has the right to receive pursuant to the provisions of Section 1.5(a)(iii) together with any cash in lieu of fractional share(s) pursuant to the provisions of Section 1.5(d1.5(a)(i), ; and (B) the Company Stock Certificate so surrendered shall be canceled. Until surrendered as contemplated by this Section 1.8(b)Section, each Company Stock Certificate shall be deemed, from and after the Effective Time, to represent only the right to receive shares of Parent Common Series A Preferred Stock (and cash in lieu pursuant to the provisions of any fractional share of Parent Common Stock) as contemplated by Section 1.51.5(a)(i). 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 book-entry or certificated shares representing Parent Common Series A Preferred Stock, require the owner of such lost, stolen or destroyed Company Stock Certificate to provide an appropriate lost affidavit and to deliver a bond (in such sum as Parent may reasonably direct) as indemnity against any claim that may be made against the Exchange Agent, Parent or the Surviving Corporation with respect to such Company Stock Certificate. (c) No dividends or other distributions declared or made with respect to Parent Common Series A Preferred Stock with a record date after the Effective Time shall be paid or otherwise delivered to the holder of any unsurrendered Company Stock Certificate with respect to the shares of Parent Common Series A Preferred Stock represented thereby, that such holder has the right to receive in the Merger until such holder surrenders such Company Stock Certificate in accordance with this Section 1.8 1.7 (at which time such holder shall be entitled entitled, subject to the effect of applicable abandoned property, escheat or similar laws, to receive all such dividends and distributions, without interest). (d) Any portion of the Exchange Fund that remains undistributed to holders of Company Stock Certificates as of the date 180 days after the date on which the Merger becomes effective shall be delivered to Parent upon demand, and any holders of Company Stock Certificates who have not theretofore surrendered their Company Stock Certificates in accordance with this Section 1.8 shall thereafter look only to Parent for satisfaction of their claims for Parent Common Stock, cash in lieu of fractional shares of Parent Common Stock and any dividends or distributions with respect to Parent Common Stock. (e) Each of the Exchange Agent, Parent and the Surviving Corporation shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable pursuant to this Agreement to any holder or former holder of Company Common Stock such amounts as may be required to be deducted or withheld therefrom from such consideration under the Code or under any provision of state, local or foreign tax non-U.S. Tax law or under any other applicable Legal Requirement. To the extent such amounts are so deducted or withheldwithheld and paid to or deposited with the appropriate Governmental Body, such amounts shall be treated for all purposes under this Agreement as having been paid to the Person to whom such amounts would otherwise have been paid. Parent shall take commercially reasonable efforts to reduce or eliminate any required withholding. (fe) Neither Parent nor the Surviving Corporation shall be liable to any holder or former holder of Company Common Stock or to any other Person with respect to any shares of Parent Common Series A Preferred Stock (or dividends or distributions with respect thereto), or for any cash amounts, delivered to any public official pursuant to any applicable abandoned propertyproperty law, escheat law or other similar Legal Requirement.

Exchange of Certificates. (a) Prior On or prior to the Closing Date, Parent shall select a reputable bank or trust company to act as exchange agent in the Merger (the "Exchange Agent"). Promptly after the Effective Time, Parent shall deposit with the Exchange Agent (i) certificates representing the shares of Parent Common Stock issuable pursuant to this Section 1 1, and (ii) cash sufficient to make payments in lieu of fractional shares in accordance with Section 1.5(d). The shares of Parent Common Stock and cash amounts so deposited with the Exchange Agent, together with any dividends or distributions received by the Exchange Agent with respect to such shares, are referred to collectively as the "Exchange Fund." (b) As soon as reasonably practicable after the Effective Time, Parent will cause the Exchange Agent will mail to the registered record holders of Company Stock Certificates (i) a letter of transmittal in customary form and containing such provisions as Parent may reasonably specify (including a provision confirming that delivery of Company Stock Certificates shall be effected, and risk of loss and title to Company Stock Certificates shall pass, only upon delivery of such Company Stock Certificates to the Exchange Agent), and (ii) instructions for use in effecting the surrender of Company Stock Certificates in exchange for certificates representing Parent Common Stock. Subject to Section 1.5(d), upon Upon surrender of a Company Stock Certificate to the Exchange Agent for exchange, together with a duly executed letter of transmittal and such other documents as may be reasonably required by the Exchange Agent or Parent, (A) the holder of such Company Stock Certificate shall be entitled to receive in exchange therefor a certificate representing 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(a)(iii) together with any 1.5 (and cash in lieu of any fractional share(s) pursuant to the provisions share of Section 1.5(dParent Common Stock), and (B) the Company Stock Certificate so surrendered shall be canceled. Until surrendered as contemplated by this Section 1.8(b1.7(b), each Company Stock Certificate shall be deemed, from and after the Effective Time, to represent only the right to receive shares of Parent Common Stock (and cash in lieu of any fractional share of Parent Common Stock) as contemplated by Section 1.51. 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 the Exchange Agent, Parent or the Surviving Corporation with respect to such Company Stock Certificate. (c) No dividends or other distributions declared or made with respect to Parent Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Company Stock Certificate with respect to the shares of Parent Common Stock represented thereby, that such holder has the right to receive in the Merger until such holder surrenders such Company Stock Certificate in accordance with this Section 1.8 1.7 (at which time such holder shall be entitled entitled, subject to the effect of applicable escheat or similar laws, to receive all such dividends and distributions, without interest). (d) Any portion of the Exchange Fund that remains undistributed to holders of Company Stock Certificates as of the date 180 days after first anniversary of the date on which the Merger becomes effective shall be delivered to Parent upon demand, and any holders of Company Stock Certificates who have not theretofore surrendered their Company Stock Certificates in accordance with this Section 1.8 1.7 shall thereafter look only to Parent for satisfaction of their claims for Parent Common Stock, cash in lieu of fractional shares of Parent Common Stock and any dividends or distributions with respect to Parent Common Stock. (e) Each of the Exchange Agent, Parent and the Surviving Corporation shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable pursuant to this Agreement to any holder or former holder of Company Common Stock such amounts as may be required to be deducted or withheld therefrom under the Code or under any provision of state, local or foreign tax law or under any other applicable Legal Requirement. 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 Person to whom such amounts would otherwise have been paid. (f) Neither Parent nor the Surviving Corporation shall be liable to any holder or former holder of Company Common Stock or to any other Person with respect to any shares of Parent Common Stock (or dividends or distributions with respect thereto), or for any cash amounts, delivered to any public official pursuant to any applicable abandoned propertyproperty law, escheat law or similar Legal Requirement.

Exchange of Certificates. (a) Prior to the Closing Datemailing of the Proxy Statement, Parent shall select enter into an agreement with a reputable bank or trust company to act as exchange agent in the Merger designated by Parent (the "Exchange Agent"). Promptly after the Effective Time, providing that Parent shall deposit with the Exchange Agent as of the Effective Time, for the benefit of the holders of the Company Shares, for exchange in accordance with Sections 2.3 and 2.4 and this Section 2.7 through the Exchange Agent, (i) cash in an amount equal to the aggregate amount payable pursuant to Sections 2.3 and 2.5, (ii) certificates representing the shares of Parent Common Stock issuable pursuant to this Section 1 Sections 2.3 and 2.5 and (iiiii) cash sufficient in an amount equal to make payments the aggregate amount required to be paid in lieu of fractional shares in accordance with interests of Parent Common Stock pursuant to Section 1.5(d). The 2.10 (such cash and shares of Parent Common Stock and cash amounts so deposited with the Exchange AgentStock, together with any dividends or distributions received by the Exchange Agent with respect to such shares, are thereto with a record date after the Effective Time and the cash referred to collectively in clause (iii) of this Section 2.7 being hereinafter referred to as the "Exchange Fund"). The Exchange Agent shall, pursuant to irrevocable instructions, deliver the cash and the Parent Common Stock contemplated to be issued pursuant to this Article II from the Exchange Fund in accordance with this Agreement. Until they are distributed, the shares of Parent Common Stock held by the Exchange Agent shall be deemed to be outstanding, but the Exchange Agent shall not vote such shares or exercise any rights of a stockholder with regard thereto." (b) As soon as practicable after the Effective Time, the Exchange Agent will shall mail to the registered holders each holder of record of a certificate representing shares of Company Common Stock Certificates (a "Certificate") whose shares were converted into the right to receive the Merger Consideration, (i) a letter of transmittal in customary form and containing such provisions as Parent may reasonably specify (including a provision confirming that delivery of Company Stock Certificates shall be effected, and risk of loss and title to Company Stock Certificates shall pass, only upon delivery of such Company Stock Certificates to the Exchange Agent), and (ii) instructions for use in effecting the surrender of Company Stock Certificates the Certificate(s) in exchange for certificates representing Parent Common Stockthe Merger Consideration. Subject to Section 1.5(d), upon Upon surrender of a Company Stock Certificate such Certificate(s) for cancellation to the Exchange Agent for exchangeAgent, together with a duly executed such letter of transmittal transmittal, duly executed, and such other documents as may reasonably be reasonably required by the Exchange Agent or ParentAgent, (A) the holder of such Company Stock Certificate Certificate(s) shall be entitled to receive in exchange therefor a certificate representing the that number of whole shares of Parent Common Stock that and cash which such holder has the right to receive pursuant to the provisions of Section 1.5(a)(iiiSections 2.3 and 2.10, and the Certificate(s) together with so surrendered shall forthwith be canceled. (c) If any cash or any certificate representing Parent Shares is to be paid to or issued in lieu a name other than that in which a Certificate surrendered in exchange therefor is registered, a certificate representing the proper number of fractional share(s) pursuant shares of Parent Common Stock may be issued to a person other than the provisions of Section 1.5(d), and (B) person in whose name the Company Stock Certificate so surrendered is registered, if such Certificate shall be canceledproperly endorsed or otherwise be in proper form for transfer and the person requesting such payment shall pay to the Exchange Agent any transfer or other Taxes required by reason of the payment of cash or the issuance of shares of Parent Common Stock to a person other than the registered holder of such Certificate or 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 1.8(b)2.7, each Company Stock Certificate shall be deemed, from and deemed at any time after the Effective Time, Time to represent only the right to receive upon such surrender the cash, the certificate representing shares of Parent Common Stock (and or cash in lieu of any fractional share shares of Parent Common Stock) , as contemplated by Section 1.5applicable. 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 the Exchange Agent, Parent or the Surviving Corporation with respect to such Company Stock Certificate. (c) No dividends or other distributions declared or made with respect to Parent Common Stock with a record date after the Effective Time shall interest will be paid to the holder of or will accrue on any unsurrendered Company Stock Certificate with respect to the shares of Parent Common Stock represented thereby, until such holder surrenders such Company Stock Certificate in accordance with this Section 1.8 (at which time such holder shall be entitled to receive all such dividends and distributions, without interest)cash so payable. (d) Any portion If any holder of the Exchange Fund that remains undistributed to holders of converted Company Stock Certificates as of the date 180 days after the date on which the Merger becomes effective Shares shall be delivered unable to Parent upon demandsurrender such holder's Certificates because such Certificates shall have been lost or destroyed, and any holders of Company Stock Certificates who have not theretofore surrendered their Company Stock Certificates in accordance with this Section 1.8 shall thereafter look only to Parent for satisfaction of their claims for Parent Common Stock, cash such holder may deliver in lieu of fractional shares of Parent Common Stock thereof an affidavit and any dividends or distributions indemnity bond in form and substance and with respect surety reasonably satisfactory to Parent Common StockParent. (e) Each of the Exchange Agent, Parent and the Surviving Corporation shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable pursuant to this Agreement to any holder or former holder of Company Common Stock such amounts as may be required to be deducted or withheld therefrom under the Code or under any provision of state, local or foreign tax law or under any other applicable Legal Requirement. 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 Person to whom such amounts would otherwise have been paid. (f) Neither Parent nor the Surviving Corporation shall be liable to any holder or former holder of Company Common Stock with respect to any shares of Parent Common Stock (or dividends or distributions with respect thereto), or for any cash amounts, delivered to any public official pursuant to any applicable abandoned property, escheat or similar Legal Requirement.

Exchange of Certificates. (a) Prior to the Closing DateEffective Time, as required by subsections (b) and (c) below, Parent shall select deliver to its transfer agent, or a reputable bank depository or trust company institution of recognized standing selected by Parent and Acquisition and reasonably satisfactory to act as exchange agent in the Merger Company (the "Exchange AgentEXCHANGE AGENT"). Promptly after ) for the Effective Time, Parent shall deposit benefit of the holders of Shares for exchange in accordance with the Exchange Agent this Article 2: (i) certificates representing the appropriate number of shares of Parent Common Stock issuable pursuant to this Section 1 2.8 and (ii) cash sufficient to make payments be paid in lieu of fractional shares in accordance with Section 1.5(d). The of Parent Common Stock (such shares of Parent Common Stock and such cash amounts so deposited with the Exchange Agent, together with any dividends or distributions received by the Exchange Agent with respect to such shares, are hereinafter referred to collectively as the "Exchange FundEXCHANGE FUND"), in exchange for outstanding Shares." (b) As soon as practicable Promptly after the Effective Time, the Exchange Agent will shall mail to each holder of record of a certificate or certificates that immediately prior to the registered holders Effective Time represented outstanding Shares (the "CERTIFICATES") and whose shares were converted into the right to receive shares of Company Parent Common Stock Certificates pursuant to Section 2.8: (i) a letter of transmittal in customary form and containing such provisions as Parent may reasonably (which shall specify (including a provision confirming that delivery of Company Stock Certificates shall be effected, effected and risk of loss and title to Company Stock the Certificates shall pass, pass only upon delivery of such Company Stock the Certificates to the Exchange Agent), Agent and shall be in such form and have such other customary provisions as Parent and the Company may reasonably specify) and (ii) instructions for use in effecting the surrender of Company Stock the Certificates in exchange for certificates representing shares of Parent Common Stock. Subject to Section 1.5(d), upon Upon surrender of a Company Stock Certificate for cancellation to the Exchange Agent for exchangeAgent, together with a duly executed such letter of transmittal and such other documents as may be reasonably required by the Exchange Agent or Parentduly executed, (A) the holder of such Company Stock Certificate shall be entitled to receive in exchange therefor a certificate representing the that number of whole shares of Parent Common Stock and, if applicable, a check representing the cash consideration to which such holder may be entitled on account of a fractional share of Parent Common Stock that such holder has the right to receive pursuant to the provisions of Section 1.5(a)(iii) together with any cash in lieu of fractional share(s) pursuant to the provisions of Section 1.5(d)this Article 2, and (B) the Company Stock Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Shares that is not registered in the transfer records of the Company, a certificate representing the proper number of shares of Parent Common Stock may be issued to a transferee if the Certificate representing such Shares 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 1.8(b)2.10, each Company Stock Certificate shall be deemed, from and deemed at any time after the Effective Time, Time to represent only the right to receive upon such surrender the certificate representing shares of Parent Common Stock (and cash in lieu of any fractional share shares of Parent Common Stock) Stock as contemplated by this 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 the Exchange Agent, Parent or the Surviving Corporation with respect to such Company Stock Certificate2.10. (c) 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 Company Stock Certificate with respect to the shares of Parent Common Stock represented thereby, until and no cash payment in lieu of fractional shares shall be paid to any such holder surrenders pursuant to Section 2.10(f), until the holder of record of such Company Certificate shall surrender such Certificate. Subject to the effect of applicable laws, following surrender of any such Certificate there shall be paid to the record holder of the certificates representing whole shares of Parent Common Stock issued in exchange therefor without interest (i) the amount of any cash payable in lieu of a fractional share of Parent Common Stock to which such holder is entitled pursuant to Section 2.10(f) and the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such number of 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 subsequent to surrender payable with respect to such whole shares of Parent Common Stock. (d) In the event that any Certificate for Shares shall have been lost, stolen or destroyed, the Exchange Agent shall issue in exchange therefor upon the making of an affidavit of that fact by the holder thereof such shares of Parent Common Stock and cash in lieu of fractional shares, if any, as may be required pursuant to this Agreement; provided, however, that Parent or the Exchange Agent may, in its discretion, require the delivery of a suitable bond or indemnity. (e) All shares of Parent Common Stock issued upon the surrender for exchange of Shares in accordance with the terms hereof (including any cash paid pursuant to Section 2.10(c) or 2.10(f)) shall be deemed to have been issued in full satisfaction of all rights pertaining to such Shares and there shall be no further registration of transfers on the stock transfer books of the Surviving Company of the Shares that were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates are presented to the Surviving Company for any reason, they shall be canceled and exchanged as provided in this Section 1.8 Article 2. (at which time such f) No fractions of a share of Parent Common Stock shall be issued in the Merger, but in lieu thereof each holder of Shares otherwise entitled to a fraction of a share of Parent Common Stock shall upon surrender of his or her Certificate or Certificates be entitled to receive all such dividends and distributions, an amount of cash (without interest)) determined by multiplying the closing price of a share of Parent Common Stock on the NYSE (as reported in the New York City edition of the Wall Street Journal or, if not reported thereby, another nationally recognized source) on the date of the Effective Time by the fractional share interest to which such holder would otherwise be entitled. The parties acknowledge that payment of the cash consideration in lieu of issuing fractional shares was not separately bargained for consideration, but merely represents a mechanical rounding off for purposes of simplifying the corporate and accounting complexities that would otherwise be caused by the issuance of fractional shares. (dg) Any portion of the Exchange Fund that remains undistributed to holders of Company Stock Certificates as the stockholders of the date 180 days after Company upon the date on which one year anniversary the Merger becomes effective Effective Time shall be delivered to Parent upon demand, and any holders stockholders of the Company Stock Certificates who have not theretofore surrendered their Company Stock Certificates in accordance complied with this Section 1.8 Article 2 shall thereafter look only to Parent for satisfaction payment of their claims claim for Parent Common Stock, Stock and cash in lieu of fractional shares of Parent Common Stock shares, as the case may be, and any applicable dividends or distributions with respect to Parent Common Stock. (e) Each of the Exchange Agent, Parent and the Surviving Corporation shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable pursuant to this Agreement to any holder or former holder of Company Common Stock such amounts as may be required to be deducted or withheld therefrom under the Code or under any provision of state, local or foreign tax law or under any other applicable Legal Requirement. 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 Person to whom such amounts would otherwise have been paid. (fh) Neither Parent nor the Surviving Corporation Company shall be liable to any holder or former holder of Company Common Stock with respect to any Shares for shares of Parent Common Stock (or dividends or distributions with respect thereto), ) or for any cash amounts, from the Exchange Fund delivered to any a public official pursuant to and as required by any applicable abandoned property, escheat or similar Legal Requirementlaw. (i) Notwithstanding anything herein to the contrary, Parent or Exchange Agent may withhold Merger Consideration as they reasonably deem necessary to satisfy their withholding obligations under applicable law, and the withholding of any such Merger Consideration for such purpose shall be treated as the payment thereof to the person from whom such amount was withheld for purposes of determining whether such person received amounts to which such person is entitled hereunder.

Exchange of Certificates. (a) Prior At or prior to the Closing Date, Parent shall select a reputable bank or trust company to act as exchange agent in the Merger (the "Exchange Agent"). Promptly after the Effective Time, Parent shall deposit with authorize the issuance of and shall make available to Computershare Trust Company, N.A., Parent’s Exchange Agent (the “Exchange Agent”), for the benefit of the holders of Company Stock Certificates for exchange in accordance with this ARTICLE I, (i) certificates representing a sufficient number of shares of Parent Common Stock, to be issued by book-entry transfer, for payment of the Parent Stock Consideration pursuant to Section 1.4(a)(ii), (ii) sufficient cash for payment of the Cash Consideration pursuant to Section 1.4(a)(i) and (iii) sufficient cash for payment of cash in lieu of any fractional shares of Parent Common Stock issuable pursuant to this Section 1 and (ii) cash sufficient to make payments in lieu of fractional shares in accordance with Section 1.5(d)1.7. The Such amount of cash and shares of Parent Common Stock and cash amounts so deposited with the Exchange AgentStock, together with any dividends or distributions received by the Exchange Agent with respect to such shares, are referred to collectively as the "Exchange Fund." (b) As soon as practicable thereto paid after the Effective Time, are referred to as the “Conversion Fund.” Parent shall be solely responsible for the payment of any fees and expenses of the Exchange Agent. (b) Within three Business Days after the Closing Date, Parent shall cause the Exchange Agent will to mail to the registered holders each holder of record of one or more Company Stock Certificates (i) a letter of transmittal in customary form and containing such provisions as Parent may reasonably specify (including a provision confirming “Letter of Transmittal”) which will specify, among other things, that delivery of Company Stock Certificates shall be effected, and risk of loss and title to Company Stock Certificates shall pass, only upon delivery of such Company Stock Certificates certificates to the Exchange Agent), and (ii) together with instructions for use in effecting the surrender of the Company Stock Certificates pursuant to this Agreement. As used in exchange for certificates representing Parent Common Stock. Subject this Agreement, “Business Day” means any day except Saturday, Sunday and any day on which banks in Mattoon, Illinois, or Edwardsville, Illinois, are authorized or required by law or other government action to Section 1.5(d), upon close. (c) Upon proper surrender of a Company Stock Certificate for exchange to the Exchange Agent for exchangeAgent, together with a properly completed Letter of Transmittal, duly executed letter of transmittal and such other documents as may be reasonably required by the Exchange Agent or Parentexecuted, (A) the holder of such Company Stock Certificate shall be entitled to receive in exchange therefor a certificate representing Cash Consideration and Parent Stock Consideration deliverable in respect of the number of shares of Parent Company Common Stock that represented by such holder has the right to receive pursuant to the provisions of Section 1.5(a)(iii) together with any cash in lieu of fractional share(s) pursuant to the provisions of Section 1.5(d), and (B) the Company Stock Certificate so surrendered shall be canceled. Until surrendered as contemplated by this Section 1.8(b), each Certificate; thereupon such Company Stock Certificate shall forthwith be deemed, from and after cancelled. No interest will be paid or accrued on the Effective Time, to represent only the right to receive shares Merger Consideration deliverable upon surrender of Parent Common Stock (and cash in lieu of any fractional share of Parent Common Stock) 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 the Exchange Agent, Parent or the Surviving Corporation with respect to such Company Stock Certificate. (cd) After the Effective Time, there shall be no transfers on the stock transfer books of the Company of the shares of Company Common Stock that were issued and outstanding immediately prior to the Effective Time. (e) No dividends or other distributions declared or made with respect to Parent Common Stock with a and payable to the holders of record date thereof after the Effective Time shall be paid to the holder of any unsurrendered Company Stock Certificate with respect to until the shares of Parent Common Stock represented thereby, until such holder surrenders thereof shall surrender such Company Stock Certificate in accordance with this Section 1.8 (at which time such ARTICLE I. Promptly after the surrender of a Company Stock Certificate in accordance with this ARTICLE I, the record holder thereof shall be entitled to receive all any such dividends and or other distributions, without interest)interest thereon, which theretofore had become payable with respect to shares of Parent Common Stock into which the shares of Company Common Stock represented by such Company Stock Certificate were converted at the Effective Time pursuant to Section 1.4. No holder of an unsurrendered Company Stock Certificate shall be entitled, until the surrender of such Company Stock Certificate, to vote the shares of Parent Common Stock into which such holder’s Company Common Stock shall have been converted. (df) Any portion of the Exchange Conversion Fund that remains undistributed to holders of Company Stock Certificates as unclaimed by the stockholders of the date 180 days Company twelve months after the date on which the Merger becomes effective Effective Time shall be delivered paid to Parent upon demandthe Surviving Corporation, and any holders or its successors in interest. Any stockholders of the Company Stock Certificates who have not theretofore surrendered their Company Stock Certificates in accordance complied with this Section 1.8 ARTICLE I shall thereafter look only to the Surviving Corporation, or its successors in interest, for the issuance of the Cash Consideration, the payment of the Parent for satisfaction Stock Consideration and the payment of their claims for Parent Common Stock, cash in lieu of any fractional shares deliverable in respect of Parent such stockholders’ shares of Company Common Stock Stock, as well as any accrued and any unpaid dividends or distributions with respect to on such Parent Common Stock. (e) Each Stock Consideration. Notwithstanding the foregoing, none of Parent, the Surviving Corporation, the Exchange Agent, Parent and the Surviving Corporation shall be entitled to deduct and withhold from any consideration payable Agent or otherwise deliverable pursuant to this Agreement to any holder or former holder of Company Common Stock such amounts as may be required to be deducted or withheld therefrom under the Code or under any provision of state, local or foreign tax law or under any other applicable Legal Requirement. 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 Person to whom such amounts would otherwise have been paid. (f) Neither Parent nor the Surviving Corporation shall be liable to any holder or former holder of shares of Company Common Stock with respect to any shares of Parent Common Stock (or dividends or distributions with respect thereto), or for any cash amounts, amount delivered in good faith to any a public official pursuant to any applicable abandoned property, escheat or similar Legal Requirementlaws. (g) In the event any Company Stock Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Company Stock Certificate to be lost, stolen or destroyed and the posting by such person of a bond in such amount as the Exchange Agent may determine is reasonably necessary as indemnity against any claim that may be made against it with respect to such Company Stock Certificate, the Exchange Agent will issue in exchange for such lost, stolen or destroyed Company Stock Certificate, and in accordance with this ARTICLE I, the Cash Consideration or the Parent Stock Consideration and cash in lieu of any fractional shares deliverable in respect thereof pursuant to this Agreement, as applicable.

Exchange of Certificates. (a) Prior From time to time following the Closing DateEffective Time, as required by subsections (b) and (c) below, Parent shall select deliver to its transfer agent, or a reputable bank depository or trust company to act as exchange agent in the Merger institution of recognized standing selected by Parent and Acquisition (the "Exchange Agent"). Promptly after ) for the Effective Time, Parent shall deposit benefit of the holders of Shares for exchange in accordance with the Exchange Agent this Article 1: (i) certificates representing the appropriate number of shares of Parent Common Stock issuable pursuant to this Section 1 1.8; and (ii) cash sufficient to make payments be paid in lieu of fractional shares in accordance with Section 1.5(d). The of Parent Common Stock (such shares of Parent Common Stock and such cash amounts so deposited with the Exchange Agent, together with any dividends or distributions received by the Exchange Agent with respect to such shares, are hereinafter referred to collectively as the "Exchange Fund"), in exchange for outstanding Shares." (b) As soon as practicable Not later than three (3) business days after the Effective Time, the Exchange Agent will shall mail to each holder of record of a certificate or certificates that immediately prior to the registered holders Effective Time represented outstanding Shares (the "Certificates") and whose shares were converted into the right to receive shares of Company Parent Common Stock Certificates pursuant to Section 1.8: (i) a letter of transmittal in customary form and containing such provisions as Parent may reasonably (which shall specify (including a provision confirming that delivery of Company Stock Certificates shall be effected, effected and risk of loss and title to Company Stock the Certificates shall pass, pass only upon delivery of such Company Stock the Certificates to the Exchange Agent), Agent and shall be in such form and have such other provisions as Parent and the Company may reasonably specify) and (ii) instructions for use in effecting the surrender of Company Stock the Certificates in exchange for certificates representing shares of Parent Common Stock and, if applicable, cash to be paid for fractional shares of Parent Common Stock. Subject to Section 1.5(d), upon Upon surrender of a Company Stock Certificate for cancellation to the Exchange Agent for exchange, together with a duly executed such letter of transmittal and such other documents as may be reasonably required by the Exchange Agent or Parentduly executed, (A) the holder of such Company Stock Certificate shall be entitled to receive in exchange therefor issued a certificate representing the that number of whole shares of Parent Common Stock and, if applicable, a check representing the cash consideration to which such holder is entitled on account of a fractional share of Parent Common Stock that such holder has the right to receive pursuant to the provisions of Section 1.5(a)(iii) together with any cash this Article 1, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Shares that is not registered in the transfer records of the Company, a certificate representing the proper number of shares of Parent Common Stock and a check representing the amount of consideration payable in lieu of fractional share(s) pursuant shares shall be issued to a transferee if the Certificate representing such Shares is presented to the provisions of Section 1.5(d), Exchange Agent accompanied by all documents required to evidence and (B) the Company Stock Certificate so surrendered shall be canceledeffect such transfer and by evidence that any applicable stock transfer taxes have been paid. Until surrendered as contemplated by this Section 1.8(b)1.10, each Company Stock Certificate shall be deemed, from and deemed at any time after the Effective Time, Time to represent only the right to receive upon such surrender the certificate representing shares of Parent Common Stock (and cash in lieu of any fractional share shares of Parent Common Stock) Stock as contemplated by this 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 the Exchange Agent, Parent or the Surviving Corporation with respect to such Company Stock Certificate1.10. (c) 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 Company Stock Certificate with respect to the shares of Parent Common Stock represented thereby, until and no cash payment in lieu of fractional shares shall be paid to any such holder surrenders pursuant to Section 1.10(f), until the holder of record of such Company Certificate shall surrender such Certificate. Subject to the effect of Applicable Law, following surrender of any such Certificate there shall be paid to the record holder of the certificates representing whole shares of Parent Common Stock issued in exchange therefor without interest (i) the amount of any cash payable in lieu of a fractional share of Parent Common Stock to which such holder is entitled pursuant to Section 1.10(f) and the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such number of 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 subsequent to surrender payable with respect to such whole shares of Parent Common Stock. (d) In the event that any Certificate for Shares shall have been lost, stolen or destroyed, the Exchange Agent shall issue in exchange therefor upon the making of an affidavit of that fact by the holder thereof such shares of Parent Common Stock and cash in lieu of fractional shares, if any, as may be required pursuant to this Agreement; provided, however, that Parent or the Exchange Agent may, in its discretion, require the delivery of a customary bond or indemnity reasonably satisfactory to Parent and the Exchange Agent. (e) All shares of Parent Common Stock issued upon the surrender for exchange of Shares in accordance with the terms hereof (including any cash paid pursuant to Section 1.10(c) or 1.10(f)) shall be deemed to have been issued in full satisfaction of all rights pertaining to such Shares; subject, however, to the Surviving Corporation's obligation to pay any dividends or make any other distributions with a record date prior to the date hereof that remain unpaid at the Effective Time, and there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the Shares that were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates are presented to the Surviving Corporation for any reason, they shall be canceled and exchanged as provided in this Section 1.8 Article 1. (at which time such f) No fractions of a share of Parent Common Stock shall be issued in the Merger but in lieu thereof each holder of Shares otherwise entitled to a fraction of a share of Parent Common Stock shall upon surrender of his or her Certificate or Certificates be entitled to receive all such dividends and distributions, an amount of cash (without interest)) equal to such fractional part of a share of Parent Common Stock multiplied by the average of the last reported sales prices for Parent Common Stock as reported on the Nasdaq National Market on the ten (10) trading days immediately preceding the Effective Time. The parties acknowledge that payment of the cash consideration in lieu of issuing fractional shares was not separately bargained for consideration, but merely represents a mechanical rounding off for purposes of simplifying the corporate and accounting complexities that would otherwise be caused by the issuance of fractional shares. (dg) Any portion of the Exchange Fund that remains undistributed to holders of Company Stock Certificates as the stockholders of the date 180 days Company upon the expiration of one (1) year after the date on which the Merger becomes effective Effective Time shall be delivered to Parent upon demand, demand and any holders stockholders of the Company Stock Certificates who have not theretofore surrendered their Company Stock Certificates in accordance complied with this Section 1.8 Article 1 shall thereafter look only to Parent as general creditors for satisfaction payment of their claims claim for Parent Common Stock, Stock and cash in lieu of fractional shares of Parent Common Stock shares, as the case may be, and any applicable dividends or distributions with respect to Parent Common Stock. (e) Each of the Exchange Agent, Parent and the Surviving Corporation shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable pursuant to this Agreement to any holder or former holder of Company Common Stock such amounts as may be required to be deducted or withheld therefrom under the Code or under any provision of state, local or foreign tax law or under any other applicable Legal Requirement. 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 Person to whom such amounts would otherwise have been paid. (fh) Neither Parent nor the Surviving Corporation Company shall be liable to any holder of Shares or former holder of Company Common Stock with respect to any shares of Parent Common Stock for such shares (or dividends or distributions with respect thereto), ) or for any cash amounts, from the Exchange Fund delivered to any a public official pursuant to any applicable abandoned property, escheat or similar Legal RequirementApplicable Law.

Exchange of Certificates. (a) Prior to the Closing DateEffective Time, as required by subsections (b) and (c) below, Parent shall select deliver to its transfer agent, or a reputable bank depository or trust company institution of recognized standing selected by Parent and Acquisition and reasonably satisfactory to act as exchange agent in the Merger Company (the "Exchange AgentEXCHANGE AGENT"). Promptly after ) for the Effective Time, Parent shall deposit benefit of the holders of Shares for exchange in accordance with the Exchange Agent this Article 1: (i) certificates representing the appropriate number of shares of Parent Common Stock issuable pursuant to this Section 1 1.8, and (ii) cash sufficient to make payments be paid in lieu of fractional shares in accordance with Section 1.5(d). The of Parent Common Stock (such shares of Parent Common Stock and such cash amounts so deposited with the Exchange Agent, together with any dividends or distributions received by the Exchange Agent with respect to such shares, are hereinafter referred to collectively as the "Exchange FundEXCHANGE FUND"), in exchange for outstanding Shares." (b) As soon as practicable Promptly after the Effective Time, the Exchange Agent will shall mail to each holder of record of a certificate or certificates that immediately prior to the registered holders Effective Time represented outstanding Shares (the "CERTIFICATES") and whose shares were converted into the right to receive shares of Company Parent Common Stock Certificates pursuant to Section 1.8: (i) a letter of transmittal in customary form and containing such provisions as Parent may reasonably (which shall specify (including a provision confirming that delivery of Company Stock Certificates shall be effected, effected and risk of loss and title to Company Stock the Certificates shall pass, pass only upon delivery of such Company Stock the Certificates to the Exchange Agent), Agent and shall be in such form and have such other customary provisions as Parent and the Company may reasonably specify) and (ii) instructions for use in effecting the surrender of Company Stock the Certificates in exchange for certificates representing shares of Parent Common Stock. Subject to Section 1.5(d), upon Upon surrender of a Company Stock Certificate for cancellation to the Exchange Agent for exchangeAgent, together with a duly executed such letter of transmittal and such other documents as may be reasonably required by the Exchange Agent or Parentduly executed, (A) the holder of such Company Stock Certificate shall be entitled to receive in exchange therefor a certificate representing the that number of whole shares of Parent Common Stock and, if applicable, a check representing the cash consideration to which such holder may be entitled on account of a fractional share of Parent Common Stock that such holder has the right to receive pursuant to the provisions of Section 1.5(a)(iii) together with any cash in lieu of fractional share(s) pursuant to the provisions of Section 1.5(d)this Article 1, and (B) the Company Stock Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Shares that is not registered in the transfer records of the Company, a certificate representing the proper number of shares of Parent Common Stock may be issued to a transferee if the Certificate representing such Shares 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 1.8(b)1.10, each Company Stock Certificate shall be deemed, from and deemed at any time after the Effective Time, Time to represent only the right to receive upon such surrender the certificate representing shares of Parent Common Stock (and cash in lieu of any fractional share shares of Parent Common Stock) Stock as contemplated by this 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 the Exchange Agent, Parent or the Surviving Corporation with respect to such Company Stock Certificate1.10. (c) 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 Company Stock Certificate with respect to the shares of Parent Common Stock represented thereby, until and no cash payment in lieu of fractional shares shall be paid to any such holder surrenders pursuant to Section 1.10(f), until the holder of record of such Company Certificate shall surrender such Certificate. Subject to the effect of applicable laws, following surrender of any such Certificate there shall be paid to the record holder of the certificates representing whole shares of Parent Common Stock issued in exchange therefor without interest (i) the amount of any cash payable in lieu of a fractional share of Parent Common Stock to which such holder is entitled pursuant to Section 1.10(f) and the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such number of 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 subsequent to surrender payable with respect to such whole shares of Parent Common Stock. (d) In the event that any Certificate for Shares shall have been lost, stolen or destroyed, the Exchange Agent shall issue in exchange therefor upon the making of an affidavit of that fact by the holder thereof such shares of Parent Common Stock and cash in lieu of fractional shares, if any, as may be required pursuant to this Agreement; provided, however, that Parent or the Exchange Agent may, in its discretion, require the delivery of a suitable bond or indemnity. (e) All shares of Parent Common Stock issued upon the surrender for exchange of Shares in accordance with the terms hereof (including any cash paid pursuant to Section 1.10(c) or 1.10(f)) shall be deemed to have been issued in full satisfaction of all rights pertaining to such Shares and there shall be no further registration of transfers on the stock transfer books of the Surviving Company of the Shares that were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates are presented to the Surviving Company for any reason, they shall be canceled and exchanged as provided in this Section 1.8 Article 1. (at which time such f) No fractions of a share of Parent Common Stock shall be issued in the Merger, but in lieu thereof each holder of Shares otherwise entitled to a fraction of a share of Parent Common Stock shall upon surrender of his or her Certificate or Certificates be entitled to receive all such dividends and distributions, an amount of cash (without interest)) determined by multiplying the Average Stock Price by the fractional share interest to which such holder would otherwise be entitled. The parties acknowledge that payment of the cash consideration in lieu of issuing fractional shares was not separately bargained for consideration, but merely represents a mechanical rounding off for purposes of simplifying the corporate and accounting complexities that would otherwise be caused by the issuance of fractional shares. (dg) Any portion of the Exchange Fund that remains undistributed to holders of Company Stock Certificates as the stockholders of the date 180 days after Company upon the date on which one year anniversary the Merger becomes effective Effective Time shall be delivered to Parent upon demand, and any holders stockholders of the Company Stock Certificates who have not theretofore surrendered their Company Stock Certificates in accordance complied with this Section 1.8 Article 1 shall thereafter look only to Parent for satisfaction payment of their claims claim for Parent Common Stock, Stock and cash in lieu of fractional shares of Parent Common Stock shares, as the case may be, and any applicable dividends or distributions with respect to Parent Common Stock. (e) Each of the Exchange Agent, Parent and the Surviving Corporation shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable pursuant to this Agreement to any holder or former holder of Company Common Stock such amounts as may be required to be deducted or withheld therefrom under the Code or under any provision of state, local or foreign tax law or under any other applicable Legal Requirement. 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 Person to whom such amounts would otherwise have been paid. (fh) Neither Parent nor the Surviving Corporation Company shall be liable to any holder or former holder of Company Common Stock with respect to any Shares for shares of Parent Common Stock (or dividends or distributions with respect thereto), ) or for any cash amounts, from the Exchange Fund delivered to any a public official pursuant to and as required by any applicable abandoned property, escheat or similar Legal Requirementlaw.

Exchange of Certificates. (a) Prior On or prior to the Closing Date, Parent shall select a reputable bank or trust company to act as an exchange agent in the Merger (the "“Exchange Agent"”). Promptly Parent shall make available to the Exchange Agent (by instruction to Parent’s transfer agent) (i) promptly after the Effective Time, Parent shall deposit with the Exchange Agent (i) certificates representing the shares of Parent Common Stock issuable pursuant to this Section 1 1.5 (or make appropriate alternative arrangements if uncertificated shares of Parent Common Stock represented by a book entry will be issued) and (ii) as needed, cash sufficient to make payments in lieu of fractional shares in accordance with Section 1.5(d1.5(c). The shares of Parent Common Stock and cash amounts so deposited with the Exchange Agent, together with any dividends or distributions received by the Exchange Agent with respect to such shares, are referred to collectively as the "“Exchange Fund."” (b) As soon as reasonably practicable after the Effective Time, the Exchange Agent will shall mail to the registered record holders of Company Stock Certificates Equity (i) a letter of transmittal in customary form and containing such provisions as Parent may reasonably specify (including a provision confirming that delivery of Company Stock Certificates shall be effected, and risk of loss and title to Company Stock Certificates shall pass, only upon proper delivery of such the Company Stock Equity Certificates to the Exchange AgentAgent or, in the case of Book Entry Equity, upon adherence to the procedures set forth in the letter of transmittal), and (ii) instructions for use in effecting the surrender of such holder’s Company Stock Equity Certificates and Book Entry Equity in exchange for certificates representing Parent Common StockStock (or appropriate alternative arrangements if uncertificated shares of Parent Common Stock represented by a book entry will be issued). Subject Exchange of any Book Entry Equity shall be effected in accordance with the Exchange Agent’s customary procedures with respect to Section 1.5(d), upon securities represented by book entry. Upon surrender of a Company Stock Equity Certificate or Book Entry Equity to the Exchange Agent for exchange, together with a duly executed letter of transmittal and such other documents as may be reasonably required by the Exchange Agent or Parent, (A) the holder of such Company Stock Equity Certificate or Book Entry Equity shall be entitled to receive in exchange therefor a certificate representing the number of whole shares of Parent Common Stock (or uncertificated shares of Parent Common Stock represented by a book entry) that such holder has the right to receive pursuant to the provisions of Section 1.5(a)(iii) together with any 1.5 (and cash in lieu of any fractional share(s) pursuant to the provisions share of Section 1.5(dParent Common Stock), and (B) the . The Company Stock Equity Certificate or Book Entry Equity so surrendered shall be canceled. Until surrendered as contemplated by this Section 1.8(b)1.7, each Company Stock Equity Certificate or Book Entry Equity shall be deemed, from and after the Effective Time, to represent only the right to receive shares of Parent Common Stock (and cash in lieu of any fractional share of Parent Common Stock) as contemplated by Section 1.5. If any Company Stock Equity Certificate shall have been lost, stolen stolen, or destroyed, Parent or the Exchange Agent 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 stolen, or destroyed Company Stock Equity Certificate to provide an appropriate affidavit and to deliver a bond (in such sum as Parent or the Exchange Agent may reasonably direct) as indemnity against any claim that may be made against the Exchange Agent, Parent Parent, or the Surviving Corporation with respect to such Company Stock Equity Certificate. (c) No dividends or other distributions declared or made with respect to Parent Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Company Stock Equity Certificate or Book Entry Equity with respect to the shares of Parent Common Stock represented thereby, that such holder has the right to receive in the Merger until such holder surrenders such Company Stock Equity Certificate or Book Entry Equity in accordance with this Section 1.8 1.7 (at which time such holder shall be entitled entitled, subject to the effect of applicable escheat law or similar Legal Requirement, to receive all such dividends and distributions, without interest). (d) Any portion of the Exchange Fund that remains undistributed to holders of Company Stock Equity Certificates or Book Entry Equity as of the date 180 days after the date on which the Merger becomes effective Effective Time shall be delivered to Parent upon demand, and any holders of Company Stock Equity Certificates or Book Entry Equity who have not theretofore surrendered their Company Stock Equity Certificates or Book Entry Equity in accordance with this Section 1.8 1.7 shall thereafter look only to Parent for satisfaction of their claims for Parent Common Stock, cash in lieu of fractional shares of Parent Common Stock Stock, and any dividends or distributions with respect to Parent Common Stock, in each case without interest thereon. (e) Each of the Exchange Agent, Parent Parent, and the Surviving Corporation shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable pursuant to this Agreement to any holder or former holder of Company Common Stock Equity such amounts as may be required to be deducted or withheld therefrom under the Code or under any provision of state, local local, or foreign tax Tax law or under any other applicable Legal Requirement. 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 Person to whom such amounts would otherwise have been paid. (f) Neither Parent nor the Surviving Corporation shall be liable to any holder or former holder of Company Common Stock Equity or to any other Person with respect to any shares of Parent Common Stock (or dividends or distributions with respect thereto), or for any cash amounts, properly delivered to any public official pursuant to any applicable abandoned propertyproperty law, escheat law, or similar Legal Requirement.

Exchange of Certificates. (a) Prior No later than 10 business days prior to the Closing Date, Parent shall select a reputable bank or trust company to act as exchange agent in the Merger (the "EXCHANGE AGENT") to the extent that such Exchange Agent")Agent is different than the exchange agent named in the letter of transmittal sent to the stockholders of the Company in connection with the Offer. Promptly Within 5 business days after the Effective Time, Parent shall deposit with the Exchange Agent Agent, for the benefit of the holders of Shares, (i) certificates representing the shares of Parent Common Stock issuable pursuant to this Section 1 (other than Shares purchased pursuant to the Offer which shall have been paid for in accordance with Section 1.1 of this Agreement), and (ii) cash sufficient to make payments in lieu of fractional shares in accordance with Section 1.5(d1.8(c). The shares of Parent Common Stock and cash amounts so deposited with the Exchange Agent, together with any dividends or distributions received by the Exchange Agent with respect to such shares, are referred to collectively as the "Exchange FundEXCHANGE FUND." (b) As soon as reasonably practicable after the Effective Time, the Exchange Agent will mail to the registered record holders of Company Stock Certificates (i) a letter of transmittal in customary form and containing such provisions as Parent and the Company may reasonably specify (including a provision confirming that delivery of Company Stock Certificates shall be effected, and risk of loss and title to Company Stock Certificates shall pass, only upon delivery of such Company Stock Certificates to the Exchange Agent), and (ii) instructions for use in effecting the surrender of Company Stock Certificates in exchange for certificates representing Parent Common Stock (plus cash in lieu of fractional shares, if any, of Parent Common Stock). Subject to Section 1.5(d), upon Upon surrender of a Company Stock Certificate to the Exchange Agent for exchange, together with a duly executed letter of transmittal and such other documents as may be reasonably required by the Exchange Agent or Parent, (A1) the holder of such Company Stock Certificate shall be entitled to receive in exchange therefor a certificate representing 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(a)(iii) together with any 1.8 (and cash in lieu of any fractional share(s) pursuant to the provisions share of Section 1.5(dParent Common Stock), and (B2) the Company Stock Certificate so surrendered shall be immediately canceled. Until surrendered as contemplated by this Section 1.8(b)1.10, each Company Stock Certificate shall be deemed, from and after the Effective Time, to represent only the right to receive shares of Parent Common Stock (the Merger Consideration and cash in lieu of any fractional share of Parent Common Stock) as contemplated by Section 1.5distribution or dividend the record date for which is after the Effective Time. 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 the Exchange Agent, Parent or the Surviving Corporation with respect to such Company Stock Certificate, and, in such case, the Exchange Agent will issue in exchange for such lost, stolen or destroyed Company Stock Certificates the shares of Parent Common Stock and any cash in lieu of fractional shares. (c) No dividends or other distributions declared or made with respect to Parent Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Company Stock Certificate with respect to the shares of Parent Common Stock represented thereby, that such holder has the right to receive in the Merger until such holder surrenders such Company Stock Certificate in accordance with this Section 1.8 1.10 (at which time such holder shall be entitled entitled, subject to the effect of applicable escheat or similar laws, to receive all such dividends and distributions, without interest). (d) Any portion of the Exchange Fund that remains undistributed to holders of Company Stock Certificates as of the date 180 days after the date on which the Merger becomes effective Effective Time shall be delivered to Parent upon demand, and any holders of Company Stock Certificates who have not theretofore surrendered their Company Stock Certificates in accordance with this Section 1.8 1.10 shall thereafter look only to Parent for satisfaction of their claims for Parent Common Stock, cash in lieu of fractional shares of Parent Common Stock and any dividends or distributions with respect to Parent Common Stock. (e) Each of the Exchange Agent, Parent and the Surviving Corporation shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable pursuant to this Agreement to any holder or former holder of Company Common Stock such amounts as may be required to be deducted or withheld therefrom under the Code or under any provision of state, local or foreign tax law or under any other applicable Legal Requirement. 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 Person to whom such amounts would otherwise have been paid. (f) Neither Parent nor the Surviving Corporation shall be liable to any holder or former holder of Company Common Stock or to any other Person with respect to any shares of Parent Common Stock (or dividends or distributions with respect thereto), or for any cash amounts, delivered to any public official pursuant to any applicable abandoned propertyproperty law, escheat law or similar Legal Requirement.

Exchange of Certificates. (a) Prior to As of the Closing DateEffective Time, Parent shall select a reputable 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 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 AgentAgent 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 Fund"). Promptly after the Effective TimeTime (but in any event within three business days thereof), the New Parent shall deposit cause to be mailed to each record holder of Certificates that immediately prior to the Effective Time represented Company Shares (and which shall not previously have been surrendered in connection with a Stock Election) a form of letter of transmittal and instructions for use in surrendering such Certificates and receiving the Company Merger Consideration therefor. Subject to any applicable withholding tax requirements, upon the surrender of each such Certificate together with a duly completed and executed letter of transmittal, the Exchange Agent shall (ix) certificates pay to the holder of such Certificate formerly representing Company Shares cash equal to 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 issuable pursuant equal to this Section 1 the number of shares of New Parent Common Stock due under the Company Merger Consideration elected by such holder, and (ii) such Certificate shall forthwith be cancelled. Only certificates for whole shares of New Parent Common Stock shall be issued, with cash sufficient to make payments paid in lieu of fractional shares as provided in accordance with Section 1.5(d)2.4(b) below. The shares of Until so surrendered and exchanged, each such Certificate (other than Certificates representing Company Shares held by New Parent or the Company or Dissenting Shares) shall represent solely the right to receive the Company Merger Consideration therefor. If any certificates for New Parent Common Stock and cash amounts so deposited with are to be issued to a person other than the Exchange Agentholder in whose name the Certificate formerly representing Company Shares surrendered in exchange therefor is registered, together with any dividends or distributions received by it shall be a condition to such issuance that the person requesting such issuance shall pay to the Exchange Agent with respect any transfer or other taxes required by reason of the issuance of such certificates for New Parent Common Stock to a person other than the registered holder of the Certificate surrendered, or such sharesperson shall establish to the satisfaction of the Exchange Agent that such tax has been paid or is not applicable. Notwithstanding the foregoing, are referred neither the Exchange Agent nor any party hereto shall be liable to collectively as the "Exchange Funda holder of Company Shares for any Company Merger Consideration delivered to a public official pursuant to applicable abandoned property, escheat and 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 soon promptly as practicable after following the Effective Time, the Exchange Agent will mail New Parent shall pay to each record holder of Company Shares an amount in cash, if any, equal to the registered holders of Company Stock Certificates product obtained by multiplying (i) a letter of transmittal in customary form and containing such provisions as Parent may reasonably specify (including a provision confirming that delivery of Company Stock Certificates shall be effected, and risk of loss and title the fractional share interest to Company Stock Certificates shall pass, only upon delivery of such Company Stock Certificates to the Exchange Agent), and (ii) instructions for use in effecting the surrender of Company Stock Certificates in exchange for certificates representing Parent Common Stock. Subject to Section 1.5(d), upon surrender of a Company Stock Certificate to the Exchange Agent for exchange, together with a duly executed letter of transmittal and such other documents as may be reasonably required by the Exchange Agent or Parent, (A) the holder of such Company Stock Certificate shall be entitled to receive in exchange therefor a certificate representing the number of shares of Parent Common Stock that which such holder has the right to receive pursuant to the provisions of Section 1.5(a)(iii) together with any cash in lieu of fractional share(s) pursuant to the provisions of Section 1.5(d), and (B) the after taking into account all Company Stock Certificate so surrendered shall be canceled. Until surrendered as contemplated by this Section 1.8(b), each Company Stock Certificate shall be deemed, from and after the Effective Time, to represent only the right to receive shares of Parent Common Stock (and cash in lieu of any fractional share of Parent Common Stock) 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 the Exchange Agent, Parent or the Surviving Corporation with respect to such Company Stock Certificate. (c) No dividends or other distributions declared or made with respect to Parent Common Stock with a record date after Shares held at the Effective Time shall be paid to the holder of any unsurrendered Company Stock Certificate with respect to the shares of Parent Common Stock represented thereby, until by such holder surrenders such Company Stock Certificate in accordance with this Section 1.8 (at which time such holder shall holder) would otherwise be entitled to receive all such dividends and distributions, without interestby (ii). (d) Any portion of the Exchange Fund that remains undistributed to holders of Company Stock Certificates as of the date 180 days after the date on which the Merger becomes effective shall be delivered to Parent upon demand, and any holders of Company Stock Certificates who have not theretofore surrendered their Company Stock Certificates in accordance with this Section 1.8 shall thereafter look only to Parent for satisfaction of their claims for Parent Common Stock, cash in lieu of fractional shares of Parent Common Stock and any dividends or distributions with respect to Parent Common Stock. (e) Each of the Exchange Agent, Parent and the Surviving Corporation shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable pursuant to this Agreement to any holder or former holder of Company Common Stock such amounts as may be required to be deducted or withheld therefrom under the Code or under any provision of state, local or foreign tax law or under any other applicable Legal Requirement. 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 Person to whom such amounts would otherwise have been paid. (f) Neither Parent nor the Surviving Corporation shall be liable to any holder or former holder of Company Common Stock with respect to any shares of Parent Common Stock (or dividends or distributions with respect thereto), or for any cash amounts, delivered to any public official pursuant to any applicable abandoned property, escheat or similar Legal Requirement.

Exchange of Certificates. (a) Prior to the Closing DateAmerican Securities Transfer & Trust, Parent shall select a Inc. or such other reputable bank or trust company selected by Parent (and reasonably acceptable to the Company) prior to the Closing Date shall act as exchange agent in the Merger (the "Exchange Agent"). Promptly after the Effective Time, Parent shall deposit with the Exchange Agent (i) certificates representing the shares of Parent Common Stock issuable pursuant to this Section 1 1, (ii) the certificates representing the shares of Parent Preferred Stock issuable pursuant to this Section 1, and (iiiii) cash sufficient to make payments in lieu of fractional shares in accordance with Section 1.5(d). The shares of Parent Common Stock and cash amounts so deposited with the Exchange Agent, together with any dividends or distributions received by the Exchange Agent with respect to such shares, are referred to collectively as the "Exchange Fund." (b) As soon as reasonably practicable after the Effective Time, the Exchange Agent will mail to the registered record holders of Company Stock Certificates (i) a letter of transmittal in customary form and containing such provisions as Parent may reasonably specify (including a provision confirming that delivery of Company Stock Certificates shall be effected, and risk of loss and title to Company Stock Certificates shall pass, only upon delivery of such Company Stock Certificates to the Exchange Agent), and (ii) instructions for use in effecting the surrender of Company Stock Certificates in exchange for certificates representing Parent Common StockStock or Parent Preferred Stock (as the case may be). Subject to Section 1.5(d), upon Upon surrender of a Company Stock Certificate to the Exchange Agent for exchange, together with a duly executed letter of transmittal and such other documents as may be reasonably required by the Exchange Agent or Parent, (A1) the holder of such Company Stock Certificate shall be entitled to receive in exchange therefor a certificate representing the number of whole shares of Parent Common Stock or Parent Preferred Stock that such holder has the right to receive pursuant to the provisions of Section 1.5(a)(iii) together with any 1.5 (and cash in lieu of any fractional share(s) pursuant to the provisions share of Section 1.5(dParent Common Stock or Parent Preferred Stock), and (B2) the Company Stock Certificate so surrendered shall be canceled. Until surrendered as contemplated by this Section 1.8(b1.9(b), each Company Stock Certificate shall be deemed, from and after the Effective Time, to represent only the right to receive shares of Parent Common Stock (and cash in lieu of any fractional share of Parent Common Stock) or Parent Preferred Stock (and cash in lieu of any fractional share of Parent Preferred Stock), as the case may be, as contemplated by Section 1.51. 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 or Parent Preferred 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 the Exchange Agent, Parent or the Surviving Corporation with respect to such Company Stock Certificate. (c) No dividends or other distributions declared or made with respect to Parent Common Stock or Parent Preferred Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Company Stock Certificate with respect to the shares of Parent Common Stock represented thereby, or Parent Preferred Stock which such holder has the right to receive upon surrender thereof until such holder surrenders such Company Stock Certificate in accordance with this Section 1.8 1.9 (at which time such holder shall be entitled entitled, subject to the effect of applicable escheat or similar laws, to receive all such dividends and distributions, without interest). (d) Any portion of the Exchange Fund that remains undistributed to holders of Company Stock Certificates as of the date 180 days one year after the date on which the Merger becomes effective shall be delivered to Parent upon demand, and any holders of Company Stock Certificates who have not theretofore surrendered their Company Stock Certificates in accordance with this Section 1.8 1.9 shall thereafter look only to Parent for satisfaction of their claims for Parent Common Stock or Parent Preferred Stock, cash in lieu of fractional shares of Parent Common or Parent Preferred Stock and any dividends or distributions with respect to Parent Common Stock or Parent Preferred Stock. (e) Each of the Exchange Agent, Parent and the Surviving Corporation shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable pursuant to this Agreement to any holder or former holder of Company Common Stock or Company Preferred Stock such amounts as may be required to be deducted or withheld therefrom under the Code or under any provision of state, local or foreign tax law or under any other applicable Legal Requirement. 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 Person to whom such amounts would otherwise have been paid. (f) Neither Parent nor the Surviving Corporation shall be liable to any holder or former holder of Company Common Stock or Company Preferred Stock or to any other Person with respect to any shares of Parent Common Stock or Parent Preferred Stock (or dividends or distributions with respect thereto), or for any cash amounts, delivered to any public official pursuant to any applicable abandoned propertyproperty law, escheat law or similar Legal Requirement.

Exchange of Certificates. (a) Prior to the Closing Date, Parent shall select a reputable bank or trust company to act as exchange agent in the Merger (the "Exchange Agent"). Promptly No later than 3 Business Days after the Effective Time, Parent NewAlliance shall deposit with take all steps necessary to cause the Exchange Agent (i) to mail to each holder of a Certificate or Certificates, a form letter of transmittal for return to the Exchange Agent and instructions for use in effecting the surrender of the Certificates for, as the case may be, certificates representing the shares of Parent NewAlliance Common Stock issuable pursuant to this Section 1 Stock, cash in respect of the Cash Election Price, and (ii) cash sufficient to make payments in lieu respect of fractional shares in accordance with Section 1.5(d)the Fractional Share Price. The shares of Parent Common Stock and cash amounts so deposited with the Exchange Agent, together with any dividends or distributions received by the Exchange Agent with respect to such shares, are referred to collectively as the "Exchange Fund." (b) As soon as practicable after the Effective Time, the Exchange Agent will mail to the registered holders of Company Stock Certificates (i) a letter of transmittal in customary form and containing such provisions as Parent may reasonably (which shall be subject to the reasonable approval of Westbank) shall specify (including a provision confirming that delivery of Company Stock Certificates shall be effected, and risk of loss and title to Company Stock the Certificates shall pass, only upon delivery of such Company Stock the Certificates to the Exchange Agent), and (ii) instructions for use in effecting the surrender of Company Stock Certificates in exchange for certificates representing Parent Common Stock. Subject to Section 1.5(d), upon Upon proper surrender of a Company Stock Certificate for exchange and cancellation to the Exchange Agent for exchangeAgent, together with a duly executed properly completed letter of transmittal and such other documents as may be reasonably required by the Exchange Agent or Parenttransmittal, (A) duly executed, the holder of such Company Stock Certificate shall be entitled to receive in exchange therefor therefor, as applicable, (i) a certificate representing the that number of shares (if any) of Parent NewAlliance Common Stock to which such former holder of Westbank Common Stock shall have become entitled pursuant to the provisions of Section 3.1.2 hereof, (ii) a check representing that amount of cash (if any) to which such former holder of Westbank Common Stock shall have become entitled in respect of the Cash Election Price pursuant to the provisions of Section 3.1.3 hereof, and (iii) a check representing the amount of cash (if any) payable in respect of the Fractional Share Price, which such former holder has the right to receive in respect of the Certificate surrendered pursuant to the provisions of Section 1.5(a)(iii) together with any 3.1.5, and the Certificate so surrendered shall forthwith be cancelled. No interest will be paid or accrued on the cash payable in lieu of fractional share(sshares. Certificates surrendered for exchange by any person who is an "affiliate" of Westbank for purposes of Rule 145(c) pursuant to under the provisions of Section 1.5(d), and (B) the Company Stock Certificate so surrendered Securities Act shall not be canceled. Until surrendered as contemplated by this Section 1.8(b), each Company Stock Certificate shall be deemed, from and after the Effective Time, to represent only the right to receive exchanged for certificates representing shares of Parent NewAlliance Common Stock (and cash in lieu until NewAlliance has received the written agreement of any fractional share of Parent Common Stock) as such Person 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 the Exchange Agent, Parent or the Surviving Corporation with respect to such Company Stock Certificate8.4 hereof. (c) No dividends or other distributions declared or made with respect to Parent Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Company Stock Certificate with respect to the shares of Parent Common Stock represented thereby, until such holder surrenders such Company Stock Certificate in accordance with this Section 1.8 (at which time such holder shall be entitled to receive all such dividends and distributions, without interest). (d) Any portion of the Exchange Fund that remains undistributed to holders of Company Stock Certificates as of the date 180 days after the date on which the Merger becomes effective shall be delivered to Parent upon demand, and any holders of Company Stock Certificates who have not theretofore surrendered their Company Stock Certificates in accordance with this Section 1.8 shall thereafter look only to Parent for satisfaction of their claims for Parent Common Stock, cash in lieu of fractional shares of Parent Common Stock and any dividends or distributions with respect to Parent Common Stock. (e) Each of the Exchange Agent, Parent and the Surviving Corporation shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable pursuant to this Agreement to any holder or former holder of Company Common Stock such amounts as may be required to be deducted or withheld therefrom under the Code or under any provision of state, local or foreign tax law or under any other applicable Legal Requirement. 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 Person to whom such amounts would otherwise have been paid. (f) Neither Parent nor the Surviving Corporation shall be liable to any holder or former holder of Company Common Stock with respect to any shares of Parent Common Stock (or dividends or distributions with respect thereto), or for any cash amounts, delivered to any public official pursuant to any applicable abandoned property, escheat or similar Legal Requirement.

Exchange of Certificates. (a) Prior to On the Closing Effective Date, Parent Nu Skin shall select a reputable bank or trust company deliver instructions to act as exchange agent in the Merger (the "Exchange Agent"). Promptly after the Effective Time, Parent shall deposit with the Exchange Agent to hold in trust for the benefit of the holders of Company Securities (i) certificates representing other than Dissenting Shares), pursuant to the terms of the Exchange Agent Agreement attached hereto as Exhibit E, for exchange and payment in accordance with this Section 2.09 the number of shares of Parent Class A Common Stock issuable pursuant to this Section 1 Article II and (ii) the cash sufficient to make payments payable in lieu of fractional shares in accordance with Section 1.5(d). The shares of Parent Common Stock and cash amounts so deposited with the Exchange Agent, together with any dividends or distributions received by the Exchange Agent with respect to such shares, are referred to collectively as the "Exchange Fundif any, in each case in exchange for outstanding Company Securities." (b) As soon as practicable The Surviving Corporation shall, promptly after the Effective Date, cause to be mailed to each holder of record of a certificate or certificates (each, a "Company Certificate") which, immediately prior to the Effective Time, represented outstanding Company Securities whose shares were converted into the Exchange Agent will mail right to the registered holders of Company receive Class A Common Stock Certificates pursuant to this Article II (i) a letter of transmittal in customary form and containing such provisions as Parent may reasonably (which shall specify (including a provision confirming that delivery of Company Stock Certificates shall be effected, and risk of loss and title to Company Stock Certificates shall pass, only upon delivery of such Company Stock Certificates to the Exchange Agent), Agent and shall be in such form and have such other provisions as Nu Skin may reasonably specify) and (ii) instructions for use in effecting the surrender of the Company Stock Certificates in exchange for Class A Common Stock pursuant to this Article II and the cash payable in lieu of fractional shares, if any. (c) At any time on or after the Effective Date, a holder of Company Certificates may surrender such certificates representing Parent Common Stock. Subject to Section 1.5(d), upon surrender of a Company Stock Certificate to the Exchange Agent Agent. Upon surrender of Company Certificates for exchangecancellation to the Exchange Agent, together with a duly executed the letter of transmittal transmittal, duly completed and such other documents as may be reasonably required by validly executed in accordance with the Exchange Agent or Parent, instructions thereto: (Ai) the holder of such Company Stock Certificate Certificates shall be entitled to receive in exchange therefor a certificate representing therefor: (A) one or more certificates representing, in the aggregate, that whole number of shares of Parent Class A Common Stock that such holder has the right to receive pursuant to the provisions of Section 1.5(a)(iii2.06 in respect of the Company Securities represented by such Company Certificates, (1) together with any cash minus such holder's proportionate interest in lieu the Total Escrow Shares (rounded up to the nearest whole share) (the "Escrow Shares"), which shall be equal to the product of fractional share(s(x) the Total Escrow Shares multiplied by (y) the quotient of (a) the number of shares of Class A Common Stock that such holder has the right to receive pursuant to the provisions of Section 1.5(d), and 2.06 divided by (Bb) the Company Stock Certificate so surrendered shall be canceled. Until surrendered as contemplated by this Section 1.8(b)Nu Skin Class A Shares, each Company Stock Certificate shall be deemed, from and after and (2) minus such holder's proportionate interest in the Effective Time, to represent only the right to receive shares of Parent Common Stock Total Cholestin Escrow Shares (and cash in lieu of any fractional share of Parent Common Stock) 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 rounded up to the issuance of any certificate representing Parent Common Stock, require nearest whole share) (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 the Exchange Agent, Parent or the Surviving Corporation with respect to such Company Stock Certificate. (c) No dividends or other distributions declared or made with respect to Parent Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Company Stock Certificate with respect to the shares of Parent Common Stock represented thereby, until such holder surrenders such Company Stock Certificate in accordance with this Section 1.8 (at which time such holder shall be entitled to receive all such dividends and distributions, without interest). (d) Any portion of the Exchange Fund that remains undistributed to holders of Company Stock Certificates as of the date 180 days after the date on which the Merger becomes effective shall be delivered to Parent upon demand, and any holders of Company Stock Certificates who have not theretofore surrendered their Company Stock Certificates in accordance with this Section 1.8 shall thereafter look only to Parent for satisfaction of their claims for Parent Common Stock, cash in lieu of fractional shares of Parent Common Stock and any dividends or distributions with respect to Parent Common Stock. (e) Each of the Exchange Agent, Parent and the Surviving Corporation shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable pursuant to this Agreement to any holder or former holder of Company Common Stock such amounts as may be required to be deducted or withheld therefrom under the Code or under any provision of state, local or foreign tax law or under any other applicable Legal Requirement. 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 Person to whom such amounts would otherwise have been paid. (f) Neither Parent nor the Surviving Corporation shall be liable to any holder or former holder of Company Common Stock with respect to any shares of Parent Common Stock (or dividends or distributions with respect thereto), or for any cash amounts, delivered to any public official pursuant to any applicable abandoned property, escheat or similar Legal Requirement."Cholestin Escrow

Exchange of Certificates. (a) Prior On or prior to the Closing Date, Parent shall select a reputable bank or trust company to act as exchange agent in the Merger (the "“Exchange Agent"”). Promptly after the Effective Time, Parent shall deposit with the Exchange Agent (i) at or prior to the Effective Time, certificates representing the shares of Parent Common Stock issuable pursuant to this Section 1 1, and (ii) at, prior to or promptly after the Effective Time, but in no event later than two (2) business days thereafter, cash sufficient to make payments in lieu of fractional shares of Parent Common Stock in accordance with Section 1.5(d1.5(c). The shares of Parent Common Stock and cash amounts so deposited with the Exchange Agent, together with any dividends or distributions received by the Exchange Agent with respect to such shares, are referred to collectively as the "“Exchange Fund."” (b) As soon as reasonably practicable after the Effective Time, the Exchange Agent will mail to the registered record holders of Company Stock Certificates and uncertificated shares of Company Common Stock (“Uncertificated Shares”) (i) a letter of transmittal in customary form and containing such provisions as Parent may reasonably specify (including a provision confirming that delivery of Company Stock Certificates shall be effected, and risk of loss and title to Company Stock Certificates shall pass, only upon delivery of such Company Stock Certificates or transfer of such Uncertificated Shares to the Exchange Agent), and (ii) instructions for use in effecting the surrender of Company Stock Certificates and Uncertificated Shares in exchange for certificates representing Parent Common Stock. Subject to Section 1.5(d), upon Upon surrender of a Company Stock Certificate or Uncertificated Shares to the Exchange Agent for exchange, together with a duly executed letter of transmittal and such other documents as may be reasonably required by the Exchange Agent or Parent, (A1) the holder of such EXECUTION COPY Company Stock Certificate or Uncertificated Shares shall be entitled to receive in exchange therefor a certificate or evidence of shares in book entry form representing 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(a)(iii) together with any 1.5 (and cash in lieu of any fractional share(s) pursuant to the provisions share of Section 1.5(dParent Common Stock), and (B2) the Company Stock Certificate or Uncertificated Shares so surrendered shall be canceled. Until surrendered as contemplated by this Section 1.8(b)1.7, each Company Stock Certificate and Uncertificated Share shall be deemed, from and after the Effective Time, to represent only the right to receive shares of Parent Common Stock (and cash in lieu of any fractional share of Parent Common Stock) as contemplated by this Section 1.51. 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 the Exchange Agent, Parent or the Surviving Corporation with respect to such Company Stock Certificate. (c) No dividends or other distributions declared or made with respect to Parent Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Company Stock Certificate with respect to the shares of Parent Common Stock represented thereby, until such holder surrenders such Company Stock Certificate in accordance with this Section 1.8 (at which time such holder shall be entitled to receive all such dividends and distributions, without interest). (d) Any portion of the Exchange Fund that remains undistributed to holders of Company Stock Certificates as of the date 180 days after the date on which the Merger becomes effective shall be delivered to Parent upon demand, and any holders of Company Stock Certificates who have not theretofore surrendered their Company Stock Certificates in accordance with this Section 1.8 shall thereafter look only to Parent for satisfaction of their claims for Parent Common Stock, cash in lieu of fractional shares of Parent Common Stock and any dividends or distributions with respect to Parent Common Stock. (e) Each of the Exchange Agent, Parent and the Surviving Corporation shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable pursuant to this Agreement to any holder or former holder of Company Common Stock such amounts as may be required to be deducted or withheld therefrom under the Code or under any provision of state, local or foreign tax law or under any other applicable Legal Requirement. 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 Person to whom such amounts would otherwise have been paid. (f) Neither Parent nor the Surviving Corporation shall be liable to any holder or former holder of Company Common Stock with respect to any shares of Parent Common Stock (or dividends or distributions with respect thereto), or for any cash amounts, delivered to any public official pursuant to any applicable abandoned property, escheat or similar Legal Requirement.

Exchange of Certificates. (a) Prior On or prior to the Closing Date, Parent shall select a reputable bank or trust company to act as exchange agent in the Merger (the "Exchange Agent"). Promptly As soon as practicable after the Effective Time, Parent shall deposit with the Exchange Agent (i) certificates representing the shares of Parent Common Stock issuable pursuant to this Section 1 and (ii) cash sufficient to make payments in lieu of fractional shares in accordance with Section 1.5(d1.5(f). The shares of Parent Common Stock and cash amounts so deposited with the Exchange Agent, together with any dividends or distributions received by the Exchange Agent with respect to such shares, are referred to collectively as the "Exchange Fund." (b) As soon as reasonably practicable after the Effective Time, the Exchange Agent will mail to the registered record holders of Company Stock Certificates (i) a letter of transmittal in customary form and containing such provisions as Parent may reasonably specify (including a provision confirming that delivery of Company Stock Certificates shall be effected, and risk of loss and title to Company Stock Certificates shall pass, only upon delivery of such Company Stock Certificates to the Exchange Agent), ) and (ii) instructions for use in effecting the surrender of Company Stock Certificates in exchange for certificates representing Parent Common Stock. Subject to Section 1.5(d), upon Upon surrender of a Company Stock Certificate to the Exchange Agent for exchange, together with a duly executed letter of transmittal and such other documents as may be reasonably required by the Exchange Agent or Parent, (A1) the holder of such Company Stock Certificate shall be entitled to receive in exchange therefor a certificate representing 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(a)(iii) together with any 1.5 (and cash in lieu of any fractional share(sshare of Parent Common Stock) pursuant to the provisions of Section 1.5(d), and (B2) the Company Stock Certificate so surrendered shall be canceled. Until surrendered as contemplated by this Section 1.8(b1.7(b), each Company Stock Certificate shall be deemed, from and after the Effective Time, to represent only the right to receive shares of Parent Common Stock (and cash in lieu of any fractional share of Parent Common Stock) as contemplated by Section 1.51. 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 the Exchange Agent, Parent or the Surviving Corporation with respect to such Company Stock Certificate. (c) Notwithstanding anything to the contrary contained in this Agreement, no shares of Parent Common Stock (or certificates therefor) shall be issued in exchange for any Company Stock Certificate to any Person who may be an "affiliate" (as that term is used in Rule 145 under the Securities Act) of the Company until such Person shall have delivered to Parent and the Company a duly executed Affiliate Agreement as contemplated by Section 5.10. (d) No dividends or other distributions declared or made with respect to Parent Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Company Stock Certificate with respect to the shares of Parent Common Stock represented thereby, that such holder has the right to receive in the Merger until such holder surrenders such Company Stock Certificate in accordance with this Section 1.8 1.7 (at which time such holder shall be entitled entitled, subject to the effect of applicable escheat or similar laws, to receive all such dividends and distributions, without interest). (de) Any portion of the Exchange Fund that remains undistributed to holders of Company Stock Certificates as of the date 180 days after the date on which the Merger becomes effective Effective Time shall be delivered to Parent upon demand, and any holders of Company Stock Certificates who have not theretofore surrendered their Company Stock Certificates in accordance with this Section 1.8 1.7 shall thereafter look only to Parent for satisfaction of their claims for Parent Common Stock, cash in lieu of fractional shares of Parent Common Stock and any dividends or distributions with respect to Parent Common Stock. (ef) Each of the Exchange Agent, Parent and the Surviving Corporation shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable pursuant to this Agreement to any holder or former holder of Company Common Stock such amounts as may be required to be deducted or withheld therefrom under the Code or under any provision of state, local or foreign tax law or under any other applicable Legal Requirement. 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 Person to whom such amounts would otherwise have been paid. (fg) Neither Parent nor the Surviving Corporation shall be liable to any holder or former holder of Company Common Stock or to any other Person with respect to any shares of Parent Common Stock (or dividends or distributions with respect thereto), or for any cash amounts, delivered to any public official pursuant to any applicable abandoned propertyproperty law, escheat law or similar Legal Requirement.

Exchange of Certificates. (a) Prior to the Closing DateEffective Time, as required by subsections (b) and (c) below, Parent shall select deliver to its transfer agent, or a reputable bank depository or trust company institution of recognized standing selected by Parent and Acquisition and reasonably satisfactory to act as exchange agent in the Merger Company (the "“Exchange Agent"). Promptly after ”) for the Effective Time, Parent shall deposit benefit of the holders of Shares for exchange in accordance with the Exchange Agent this Article 2: (i) certificates representing the appropriate number of shares of Parent Common Stock issuable pursuant to this Section 1 2.8 hereof and (ii) cash sufficient to make payments be paid in lieu of fractional shares in accordance with Section 1.5(d). The of Parent Common Stock (such shares of Parent Common Stock and such cash amounts so deposited with the Exchange Agent, together with any dividends or distributions received by the Exchange Agent with respect to such shares, are hereinafter referred to collectively as the "“Exchange Fund”), in exchange for outstanding Shares." (b) As soon as practicable Promptly after the Effective Time, the Exchange Agent will shall mail to each holder of record of a certificate or certificates that immediately prior to the registered holders Effective Time represented outstanding Shares (the “Certificates”) and whose shares were converted into the right to receive shares of Company Parent Common Stock Certificates pursuant to Section 2.8 hereof: (i) a letter of transmittal in customary form and containing such provisions as Parent may reasonably (which shall specify (including a provision confirming that delivery of Company Stock Certificates shall be effected, effected and risk of loss and title to Company Stock the Certificates shall pass, pass only upon delivery of such Company Stock the Certificates to the Exchange Agent), Agent and shall be in such form and have such other customary provisions as Parent and the Company may reasonably specify) and (ii) instructions for use in effecting the surrender of Company Stock the Certificates in exchange for certificates representing shares of Parent Common Stock. Subject to Section 1.5(d), upon Upon surrender of a Company Stock Certificate for cancellation to the Exchange Agent for exchangeAgent, together with a duly executed such letter of transmittal and such other documents as may be reasonably required by the Exchange Agent or Parentduly executed, (A) the holder of such Company Stock Certificate shall be entitled to receive in exchange therefor a certificate representing the that number of whole shares of Parent Common Stock and, if applicable, a check representing the cash consideration to which such holder may be entitled on account of a fractional share of Parent Common Stock that such holder has the right to receive pursuant to the provisions of Section 1.5(a)(iii) together with any cash in lieu of fractional share(s) pursuant to the provisions of Section 1.5(d)this Article 2, and (B) the Company Stock Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Shares that is not registered in the transfer records of the Company, a certificate representing the proper number of shares of Parent Common Stock may be issued to a transferee if the Certificate representing such Shares 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 1.8(b)2.10, each Company Stock Certificate shall be deemed, from and deemed at any time after the Effective Time, Time to represent only the right of the holder thereof to receive shares upon such surrender the certificate representing share of Parent Common Stock (and cash in lieu of any fractional share shares of Parent Common Stock) Stock to which such holder is entitled as contemplated by this 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 the Exchange Agent, Parent or the Surviving Corporation with respect to such Company Stock Certificate2.10. (c) 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 Company Stock Certificate with respect to the shares of Parent Common Stock represented thereby, until and no cash payment in lieu of a fractional share shall be paid to any such holder surrenders pursuant to Section 2.10(f) hereof, until the holder of record of such Company Certificate shall surrender such Certificate. Subject to the effect of applicable laws, following surrender of any such Certificate there shall be paid to the record holder of the certificates representing whole shares of Parent Common Stock issued in exchange therefor without interest (i) the amount of any cash payable in lieu of a fractional share of Parent Common Stock to which such holder is entitled pursuant to Section 2.10(f) hereof and the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such number of 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 subsequent to surrender payable with respect to such whole shares of Parent Common Stock. (d) In the event that any Certificate for Shares shall have been lost, stolen or destroyed, the Exchange Agent shall issue in exchange therefor upon the making of an affidavit of that fact by the holder thereof such shares of Parent Common Stock and cash in lieu of fractional shares, if any, as may be required pursuant to this Agreement; provided, that Parent or the Exchange Agent may, in its discretion, require the delivery of a suitable bond or indemnity. (e) All shares of Parent Common Stock issued upon the surrender for exchange of Shares in accordance with the terms hereof (including any cash paid pursuant to Section 2.10(c) or 2.10(f) hereof ) shall be deemed to have been issued in full satisfaction of all rights pertaining to such Shares and there shall be no further registration of transfers on the stock transfer books of the Surviving Company of the Shares that were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates are presented to the Surviving Company for any reason, they shall be canceled and exchanged as provided in this Section 1.8 Article 2. (at which time such f) No fractions of a share of Parent Common Stock shall be issued in the Merger, but in lieu thereof each holder of Shares otherwise entitled to a fraction of a share of Parent Common Stock shall upon surrender of his or her Certificate or Certificates be entitled to receive all such dividends and distributions, an amount of cash (without interest)) determined by multiplying the closing price of a share of Parent Common Stock as reported on the NASDAQ on the date of the Effective Time by the fractional share interest to which such holder would otherwise be entitled. The parties acknowledge that payment of the cash consideration in lieu of issuing fractional shares was not separately bargained for consideration, but merely represents a mechanical rounding off for purposes of simplifying the corporate and accounting complexities that would otherwise be caused by the issuance of fractional shares. (dg) Any portion of the Exchange Fund that remains undistributed to holders of Company Stock Certificates as the stockholders of the date 180 days after Company upon the date on which one year anniversary the Merger becomes effective Effective Time shall be delivered to Parent upon demand, and any holders stockholders of the Company Stock Certificates who have not theretofore surrendered their Company Stock Certificates in accordance complied with this Section 1.8 Article 2 shall thereafter look only to Parent for satisfaction payment of their claims claim for Parent Common Stock, Stock and cash in lieu of fractional shares of Parent Common Stock shares, as the case may be, and any applicable dividends or distributions with respect to Parent Common Stock. (e) Each of the Exchange Agent, Parent and the Surviving Corporation shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable pursuant to this Agreement to any holder or former holder of Company Common Stock such amounts as may be required to be deducted or withheld therefrom under the Code or under any provision of state, local or foreign tax law or under any other applicable Legal Requirement. 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 Person to whom such amounts would otherwise have been paid. (fh) Neither Parent nor the Surviving Corporation Company shall be liable to any holder or former holder of Company Common Stock with respect to any Shares for shares of Parent Common Stock (or dividends or distributions with respect thereto), ) or for any cash amounts, from the Exchange Fund delivered to any a public official pursuant to and as required by any applicable abandoned property, escheat or similar Legal Requirementlaw. (i) Notwithstanding anything herein to the contrary, Parent or the Exchange Agent may withhold Merger Consideration as they reasonably deem necessary to satisfy their withholding obligations under applicable law, and the withholding of any such Merger Consideration for such purpose shall be treated as the payment thereof to the person from whom such amount was withheld for purposes of determining whether such person received amounts to which such person is entitled hereunder.

Exchange of Certificates. (a) Prior to the Closing Date, Parent shall select a reputable bank or trust company to act as exchange agent in the Merger (the "Exchange Agent"). Promptly after At the Effective Time, Intracel Parent shall deposit with make available to Perkins, Coie, as the exchange agent (the "EXCHANGE AGENT"), certificates representing the aggregate number of Intracel Parent Shares issuable pursuant to Section 2.05 in exchange for Company Shares, and the Exchange Agent (i) shall hold such certificates representing in trust for the shares benefit of Parent Common Stock issuable pursuant to this Section 1 and (ii) cash sufficient to make payments in lieu the holders of fractional shares Company Shares for exchange in accordance with Section 1.5(d). The shares of Parent Common Stock and cash amounts so deposited with the Exchange Agent, together with any dividends or distributions received by the Exchange Agent with respect to such shares, are referred to collectively as the "Exchange Fundthis Article III." (b) As soon as practicable Promptly after the Effective Time, the Exchange Agent will shall mail to each holder of record of a certificate or certificates which immediately prior to the registered holders of Effective Time represented Company Stock Certificates Shares (ithe "CERTIFICATES") a letter of transmittal in customary form and containing such provisions as Parent may reasonably (which shall specify (including a provision confirming that delivery of Company Stock Certificates shall be effected, and risk of loss and title to Company Stock the Certificates shall pass, only upon delivery of such Company Stock the Certificates to the Exchange Agent), Agent and (iishall be in such form and have such other provisions as Intracel Parent and the Company may reasonably specify) and instructions for use in effecting the surrender of Company Stock the Certificates in exchange for certificates representing Intracel Parent Common StockShares and any dividends payable on such Intracel Parent Shares as provided in Section 3.01(c) and cash in lieu of fractional shares as provided in clause (e) of this Section 3.01, if applicable. Subject to Section 1.5(d), upon Upon surrender of a Company Stock Certificate to the Exchange Agent for exchangeAgent, together with a duly executed such letter of transmittal and such other documents as may be reasonably required by the Exchange Agent or Parenttransmittal, (A) duly executed, the holder of such Company Stock Certificate shall be entitled to receive in exchange therefor a certificate the certificates representing the number whole Intracel Parent Shares and cash in lieu of fractional shares as provided in clause (e) of Parent Common Stock that this Section 3.01, if applicable, which such holder has the right to receive pursuant to the provisions of Section 1.5(a)(iii) together with any cash in lieu of fractional share(s) pursuant to the provisions of Section 1.5(d)this Agreement, and (B) the Company Stock Certificate so surrendered shall forthwith be canceledcancelled. If a certificate representing Intracel Parent Shares is to be issued in a name other than that in which the Certificate surrendered in exchange therefor is registered, it shall be a condition to the issuance that such Certificate be properly endorsed (or accompanied by an appropriate instrument of transfer) and accompanied by evidence that any applicable stock transfer taxes have been paid or provided for. Until surrendered as contemplated by this Section 1.8(b)3.01, each Company Stock Certificate shall be deemed, from and deemed at any time after the Effective Time, Time to represent only the right to receive shares the consideration specified herein; provided that in the event any holder exercises his appraisal rights, if any, under Section 262 of the GCL and becomes entitled to receive the appraised value of his Company Shares instead of the Intracel Parent Common Stock (and cash in lieu of any fractional share of Parent Common Stock) as contemplated by Section 1.5. If any Shares into which such Company Stock Certificate Shares shall have been lostconverted, stolen or destroyedIntracel Parent shall pay such holder the appraised value of such Company Shares, Parent may, in its discretion and together with any other sums which it may owe him as a condition precedent result of the appraisal proceeding, upon his surrender to the issuance Exchange Agent of any the certificate representing Parent Common Stock, require the owner of such lost, stolen or destroyed Company Stock Certificate certificates which immediately prior 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 the Exchange Agent, Parent or the Surviving Corporation with respect to such Company Stock Certificate. (c) No dividends or other distributions declared or made with respect to Parent Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Company Stock Certificate with respect to the shares of Parent Common Stock represented thereby, until such holder surrenders such Company Stock Certificate in accordance with this Section 1.8 (at which time such holder shall be entitled to receive all such dividends and distributions, without interest). (d) Any portion of the Exchange Fund that remains undistributed to holders of Company Stock Certificates as of the date 180 days after the date on which the Merger becomes effective shall be delivered to Parent upon demand, and any holders of Company Stock Certificates who have not theretofore surrendered their Company Stock Certificates in accordance with this Section 1.8 shall thereafter look only to Parent for satisfaction of their claims for Parent Common Stock, cash in lieu of fractional shares of Parent Common Stock and any dividends or distributions with respect to Parent Common Stock. (e) Each of the Exchange Agent, Parent and the Surviving Corporation shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable pursuant to this Agreement to any holder or former holder of Company Common Stock such amounts as may be required to be deducted or withheld therefrom under the Code or under any provision of state, local or foreign tax law or under any other applicable Legal Requirement. 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 Person to whom such amounts would otherwise have been paid. (f) Neither Parent nor the Surviving Corporation shall be liable to any holder or former holder of Company Common Stock with respect to any shares of Parent Common Stock (or dividends or distributions with respect thereto), or for any cash amounts, delivered to any public official pursuant to any applicable abandoned property, escheat or similar Legal Requirement.represented

Exchange of Certificates. (a) Prior At or prior to the Closing Date, Parent shall select a reputable bank or trust company to act as exchange agent in the Merger (the "Exchange Agent"). Promptly after the Effective Time, Parent shall deposit authorize the issuance of and shall make available to Computershare Trust Company, N.A., Parent’s exchange agent (the “Exchange Agent”), for the benefit of the holders of Company Stock Certificates and holders of Company Stock issued by book entry for exchange in accordance with the Exchange Agent this ARTICLE I, (i) certificates representing a sufficient number of shares of Parent Common Stock, to be issued by book-entry transfer, for payment of the Merger Consideration pursuant to Section 1.4(a) and (ii) sufficient cash for payment of cash in lieu of any fractional shares of Parent Common Stock issuable pursuant to this Section 1 and (ii) cash sufficient to make payments in lieu of fractional shares in accordance with Section 1.5(d)1.8. The Such amount of cash and shares of Parent Common Stock and cash amounts so deposited with the Exchange AgentStock, together with any dividends or distributions received by the Exchange Agent with respect to such shares, are referred to collectively as the "Exchange Fund." (b) As soon as practicable thereto paid after the Effective Time, are referred to as the “Conversion Fund.” Parent shall be solely responsible for the payment of any fees and expenses of the Exchange Agent. (b) Within two Business Days after the Closing Date, Parent shall cause the Exchange Agent will to mail to the registered holders each holder of record of Company Stock Certificates (iexcluding Dissenting Shares) a letter of transmittal (“Letter of Transmittal”) in customary a form and containing such provisions as Parent may reasonably specify (including a provision confirming and the Company mutually agree, which specifies, among other things, that delivery of Company Stock Certificates shall be effected, and risk of loss and title to Company Stock Certificates shall pass, only upon delivery of such Company Stock Certificates certificates to the Exchange Agent), and (ii) together with instructions for use in effecting the surrender of the Company Stock Certificates pursuant to this Agreement. Holders of record of shares of Company Common Stock who hold such shares as nominees, trustees or in exchange other representative capacities (“Share Representatives.”) may submit multiple Letters of Transmittal, provided that such Share Representative certifies that each such Letter of Transmittal covers all the shares of Company Common Stock held by each such Share Representative for certificates representing Parent a particular beneficial owner. Any holder of Company Stock issued by book entry shall not be required to deliver a Company Stock Certificate but shall be required to deliver an executed Letter of Transmittal to receive the Merger Consideration with respect to such book entry shares of Company Common Stock. Subject As used in this Agreement, “Business Day.” means any day except Saturday, Sunday and any day on which banks in Mattoon, Illinois, or Paris, Illinois, are authorized or required by law or other government action to Section 1.5(d), upon close. (c) Upon proper surrender of a Company Stock Certificate for exchange to the Exchange Agent for exchangeAgent, together with a properly completed Letter of Transmittal, duly executed letter of transmittal and such other documents as may be reasonably required by the Exchange Agent or Parentexecuted, (A) the holder of such Company Stock Certificate shall be entitled to receive in exchange therefor a certificate representing the number Merger Consideration deliverable in respect of the shares of Parent Company Common Stock that represented by such holder has the right to receive pursuant to the provisions of Section 1.5(a)(iii) together with any cash in lieu of fractional share(s) pursuant to the provisions of Section 1.5(d), and (B) the Company Stock Certificate so surrendered shall be canceled. Until surrendered as contemplated by this Section 1.8(b), each Certificate; thereupon such Company Stock Certificate shall forthwith be deemed, from and after cancelled. No interest will be paid or accrued on the Effective Time, to represent only the right to receive shares Merger Consideration deliverable upon surrender of Parent Common Stock (and cash in lieu of any fractional share of Parent Common Stock) 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 the Exchange Agent, Parent or the Surviving Corporation with respect to such Company Stock Certificate. (cd) After the Effective Time, there shall be no transfers on the stock transfer books of the Company of the shares of Company Common Stock that were issued and outstanding immediately prior to the Effective Time. (e) No dividends or other distributions declared or made with respect to Parent Common Stock with a and payable to the holders of record date thereof after the Effective Time shall be paid to the holder of any unsurrendered Company Stock Certificate with respect to until the shares of Parent Common Stock represented thereby, until such holder surrenders thereof shall surrender such Company Stock Certificate in accordance with this Section 1.8 (at which time such ARTICLE I. Promptly after the surrender of a Company Stock Certificate in accordance with this ARTICLE I, the record holder thereof shall be entitled to receive all any such dividends and or other distributions, without interest)interest thereon, which theretofore had become payable with respect to shares of Parent Common Stock into which the shares of Company Common Stock represented by such Company Stock Certificate were converted at the Effective Time pursuant to Section 1.4. No holder of an unsurrendered Company Stock Certificate shall be entitled, until the surrender of such Company Stock Certificate, to vote the shares of Parent Common Stock into which such holder’s Company Common Stock shall have been converted. (df) Any portion of the Exchange Conversion Fund that remains undistributed to holders of Company Stock Certificates as unclaimed by the shareholders of the date 180 days Company twelve months after the date on which the Merger becomes effective Effective Time shall be delivered paid to Parent upon demandthe Surviving Company, and any holders or its successors in interest. Any shareholders of the Company Stock Certificates who have not theretofore surrendered their Company Stock Certificates in accordance complied with this Section 1.8 ARTICLE I shall thereafter look only to Parent the Surviving Company, or its successors in interest, for satisfaction the issuance of their claims for Parent Common Stock, the Merger Consideration and the payment of cash in lieu of any fractional shares deliverable in respect of Parent such shareholders’ shares of Company Common Stock Stock, as well as any accrued and any unpaid dividends or distributions with respect to Parent Common Stock. (e) Each on such Merger Consideration. Notwithstanding the foregoing, none of Parent, the Surviving Company, the Exchange Agent, Parent and the Surviving Corporation shall be entitled to deduct and withhold from any consideration payable Agent or otherwise deliverable pursuant to this Agreement to any holder or former holder of Company Common Stock such amounts as may be required to be deducted or withheld therefrom under the Code or under any provision of state, local or foreign tax law or under any other applicable Legal Requirement. 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 Person to whom such amounts would otherwise have been paid. (f) Neither Parent nor the Surviving Corporation shall be liable to any holder or former holder of shares of Company Common Stock with respect to any shares of Parent Common Stock (or dividends or distributions with respect thereto), or for any cash amounts, amount delivered in good faith to any a public official pursuant to any applicable abandoned property, escheat or similar Legal Requirementlaws. (g) In the event any Company Stock Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Company Stock Certificate to be lost, stolen or destroyed and the posting by such Person of a bond in such amount as the Exchange Agent may determine is reasonably necessary as indemnity against any claim that may be made against it with respect to such Company Stock Certificate, the Exchange Agent will issue in exchange for such lost, stolen or destroyed Company Stock Certificate, and in accordance with this ARTICLE I, the Merger Consideration and cash in lieu of any fractional shares deliverable in respect thereof pursuant to this Agreement, as applicable.

Exchange of Certificates. (a) Prior to the Closing DateEffective Time, Parent shall select designate a reputable bank or commercial bank, trust company or other financial institution, which may include Parent's stock transfer agent, to act as exchange agent in the Merger (the "Exchange Agent"). ) in the Merger. (b) Promptly after the Effective Time, Parent shall deposit with make available to the Exchange Agent for exchange in accordance with this Article II, (i) certificates representing the aggregate number of shares of Parent Common Stock issuable pursuant to this Section 1 2.1 in exchange for outstanding shares of Company Common Stock, and (ii) cash in an amount sufficient to make payments permit payment of cash in lieu of fractional shares in accordance with pursuant to Section 1.5(d). The shares of Parent Common Stock and cash amounts so deposited with the Exchange Agent, together with any dividends or distributions received by the Exchange Agent with respect to such shares, are referred to collectively as 2.1(f) (the "Exchange Fund")." (bc) As soon as practicable Promptly, and in any event no later than ten business days after the Effective Time, the Exchange Agent will mail Parent shall cause to be mailed to each holder of record of a certificate or certificates which immediately prior to the registered holders Effective Time represented outstanding shares of Company Common Stock Certificates (the "Certificates") (i) a letter of transmittal in customary form and containing such provisions as Parent may reasonably (which shall specify (including a provision confirming that delivery of Company Stock Certificates shall be effected, and risk of loss and title to Company Stock the Certificates shall pass, only upon proper delivery of such Company Stock the Certificates to the Exchange Agent), and shall be in such form and have such other provisions as Parent may reasonably specify and which shall be reasonably acceptable to the Company) and (ii) instructions for use in effecting the surrender of Company Stock the Certificates in exchange for certificates representing Parent Common Stock. Subject to Section 1.5(d), upon surrender of a Company Stock Certificate to the Exchange Agent for exchange, together with a duly executed letter of transmittal and such other documents as may be reasonably required by the Exchange Agent or Parent, (A) the holder of such Company Stock Certificate shall be entitled to receive in exchange therefor a certificate representing the number of shares of Parent Common Stock that such holder has the right to receive pursuant to the provisions of Section 1.5(a)(iii) together with any cash in lieu of fractional share(s) pursuant to the provisions of Section 1.5(d), and (B) the Company Stock Certificate so surrendered shall be canceled. Until surrendered as contemplated by this Section 1.8(b), each Company Stock Certificate shall be deemed, from and after the Effective Time, to represent only the right to receive shares of Parent Common Stock (and cash in lieu of any fractional share shares). Upon surrender of a Certificate for cancellation to the Exchange Agent, together with such letter of transmittal, duly completed and validly executed, 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 a certificate representing the number of whole shares of Parent Common Stock) , plus cash in lieu of fractional shares in accordance with Section 2.1(f), to which such holder is entitled pursuant to Section 2.1, and the Certificate so surrendered shall forthwith be canceled. Until surrendered as contemplated by this Section 1.5. If any 2.5, each Certificate that, prior to the Effective Time, represented shares of Company Common Stock Certificate will be deemed from and after the Effective Time, for all corporate purposes, other than the payment of dividends, to evidence the right to receive the number of full shares of Parent Common Stock into which such shares of Company Common Stock shall have been lost, stolen or destroyed, Parent may, so converted and the right to receive an amount of cash in its discretion and as a condition precedent to lieu of 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 (fractional shares in such sum as Parent may reasonably direct) as indemnity against any claim that may be made against the Exchange Agent, Parent or the Surviving Corporation accordance with respect to such Company Stock CertificateSection 2.1(f). (cd) 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 will be paid to the holder of any unsurrendered Company Stock Certificate with respect to the shares of Parent Common Stock represented therebythereby until the holder of record of such Certificate shall surrender such Certificate. Subject to applicable law, until following surrender of any such holder surrenders such Company Stock Certificate in accordance with this Section 1.8 (at which time such holder Certificate, there shall be entitled paid to receive all such dividends and distributions, without interest). (d) Any portion the record holder of the Exchange Fund that remains undistributed to holders of Company Stock Certificates as of the date 180 days after the date on which the Merger becomes effective shall be delivered to Parent upon demand, and any holders of Company Stock Certificates who have not theretofore surrendered their Company Stock Certificates in accordance with this Section 1.8 shall thereafter look only to Parent for satisfaction of their claims for Parent Common Stock, cash in lieu of fractional certificates representing whole shares of Parent Common Stock and any issued in exchange therefor, without interest, at the time of such surrender, the amount of dividends or distributions with respect to Parent Common Stock. (e) Each of the Exchange Agent, Parent and the Surviving Corporation shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable pursuant to this Agreement to any holder or former holder of Company Common Stock such amounts as may be required to be deducted or withheld therefrom under the Code or under any provision of state, local or foreign tax law or under any other applicable Legal Requirement. 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 Person to whom such amounts would otherwise have been paid. (f) Neither Parent nor the Surviving Corporation shall be liable to any holder or former holder of Company Common Stock with respect to any shares of Parent Common Stock (or dividends or distributions with respect thereto), or for any cash amounts, delivered to any public official pursuant to any applicable abandoned property, escheat or similar Legal Requirement.other

Exchange of Certificates. (a) Prior to the Closing Date, Parent shall select a reputable bank bank, stock transfer agent or trust company to act as exchange agent in the Merger (the "Exchange Agent"). Promptly after the Effective Time, Parent shall deposit with the Exchange Agent (i) certificates representing 90% of the shares of Parent Common Stock issuable pursuant to this Section 1 and (ii) cash sufficient to pay 90% of the Cash Consideration, if applicable, and to make payments in lieu of fractional shares in accordance with Section 1.5(d1.5(c). The shares of Parent Common Stock and cash amounts so deposited with the Exchange Agent, together with any dividends or distributions received by the Exchange Agent with respect to such shares, are referred to collectively as the "Exchange Fund." (b) As soon as practicable after the Effective Time, the Exchange Agent will mail to the registered holders of Company Stock Certificates (i) a letter of transmittal in customary form and containing such provisions as Parent may reasonably specify (including a provision confirming that delivery of Company Stock Certificates shall be effected, and risk of loss and title to Company Stock Certificates shall pass, only upon delivery of such Company Stock Certificates to the Exchange Agent), and (ii) instructions for use in effecting the surrender of Company Stock Certificates in exchange for certificates representing Parent Common StockStock and Cash Consideration, if applicable. Subject to Section 1.5(d1.5(c), upon surrender of a Company Stock Certificate to the Exchange Agent for exchange, together with a duly executed letter of transmittal and such other documents as may be reasonably required by the Exchange Agent or Parent, (A) the holder of such Company Stock Certificate shall be entitled to receive in exchange therefor a certificate representing 90% of the number of shares of Parent Common Stock that such holder has the right to receive pursuant to the provisions of Section 1.5(a)(iii) together with any cash in lieu 1.5(a), and the remaining 10% of fractional share(s) that number of shares of Parent Common Stock that such holder has the right to receive pursuant to the provisions of Section 1.5(d1.5(a) shall be held by the Escrow Agent (as defined below) subject to the terms hereof and of the Escrow Agreement (as defined below), provided that the certificates representing Parent Common Stock to be delivered to the holder of a Company Stock Certificate and to the Escrow Agent shall, in each case, represent only whole shares of Parent Common Stock; (B) the Company Stock Certificate so surrendered shall be canceled; and (C) the holder of such Company Stock Certificate shall be entitled to receive 90% of the Cash Consideration, if any, that such holder has the right to receive pursuant to the provisions of Section 1.5(a), and the remaining 10% of the Cash Consideration, if any, that such holder has the right to receive pursuant to the provisions of Section 1.5(a) shall be held by the Escrow Agent subject to the terms hereof and of the Escrow Agreement. In lieu of any fractional shares to which such holder would otherwise be entitled, after combining any fractional interests of such holder into as many whole shares as is possible, the holder of such Company Stock Certificate shall be paid in cash an amount equal to the sum of (1) the dollar amount (rounded to the nearest whole cent) determined by multiplying the Fair Market Value of the Parent Common Stock by the fraction of a share of Parent Common Stock that would otherwise be deliverable to such holder under clause (ii)(A) above and (2) the dollar amount (rounded to the nearest whole cent) determined by multiplying the Fair Market Value of the Parent Common Stock by the fraction of a share of Parent Common Stock that would otherwise be deliverable to the Escrow Agent under clause (ii)(A) above. Parent may deliver to the Escrow Agent one certificate representing the total number of shares of Parent Common Stock to be held in escrow pursuant to Section 1.9 in lieu of issuing separate certificates representing each such holder's Escrow Shares (as defined in Section 1.9). Until surrendered as contemplated by this Section 1.8(b)1.7, each Company Stock Certificate shall be deemed, from and after the Effective Time, to represent only the right to receive shares of Parent Common Stock (and cash in lieu of any fractional share of Parent Common Stock) and Cash Consideration, if any, as contemplated by this Section 1.51. 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 StockStock and Cash Consideration, if any, 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 the Exchange Agent, Parent or the Surviving Corporation with respect to such Company Stock Certificate. In the event of a transfer of ownership of Company Capital Stock that is not registered in the transfer records of the Company, a certificate representing the proper number of shares of Parent Common Stock, and Cash Consideration, if any, may be issued to a transferee if the certificate representing such Company Capital 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. (c) Any portion of the Exchange Fund that remains undistributed to former stockholders of the Company 180 days after the Effective Time shall be delivered by the Exchange Agent to Parent upon demand, and any former stockholders of the Company who have not theretofore surrendered their Company Stock Certificates in accordance with this Section 1.7 shall thereafter look only to Parent for satisfaction of their claims for Parent Common Stock, cash in lieu of fractional shares of Parent Common Stock, any dividends or distributions with respect to Parent Common Stock and Cash Consideration, if any. (d) Each of the Exchange Agent, the Escrow Agent, Parent and the Surviving Corporation shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable pursuant to this Agreement to any holder or former holder of Company Capital Stock such amounts as may be required to be deducted or withheld therefrom under the Code or under any provision of state, local or foreign tax law or any other applicable Legal Requirement. 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 Person to whom such amounts would otherwise have been paid. (e) Neither Parent nor the Surviving Corporation shall be liable to any holder or former holder of Company Capital Stock for any shares of Parent Common Stock (or dividends or distributions with respect thereto), or for any cash amounts, delivered to any public official pursuant to any applicable abandoned property, escheat or similar law. (f) No dividends or other distributions declared or made with respect to Parent Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Company Stock Certificate with respect to the shares of Parent Common Stock represented thereby, until such holder surrenders such Company Stock Certificate in accordance with this Section 1.8 1.7 (at which time such holder shall be entitled to receive all such dividends and distributions, without interest). (dg) Any portion of No interest shall accrue on the Exchange Fund that remains undistributed to holders of Company Stock Certificates as of the date 180 days after the date on which the Merger becomes effective shall be delivered to Parent upon demand, and any holders of Company Stock Certificates who have not theretofore surrendered their Company Stock Certificates in accordance with this Section 1.8 shall thereafter look only to Parent for satisfaction of their claims for Parent Common Stock, cash in lieu of fractional shares of Parent Common Stock and any dividends or distributions with respect to Parent Common StockCash Consideration. (e) Each of the Exchange Agent, Parent and the Surviving Corporation shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable pursuant to this Agreement to any holder or former holder of Company Common Stock such amounts as may be required to be deducted or withheld therefrom under the Code or under any provision of state, local or foreign tax law or under any other applicable Legal Requirement. 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 Person to whom such amounts would otherwise have been paid. (f) Neither Parent nor the Surviving Corporation shall be liable to any holder or former holder of Company Common Stock with respect to any shares of Parent Common Stock (or dividends or distributions with respect thereto), or for any cash amounts, delivered to any public official pursuant to any applicable abandoned property, escheat or similar Legal Requirement.

Exchange of Certificates. (a) Prior to As promptly as practicable after the Closing Effective Date, Parent each holder of an outstanding certificate or certificates that prior thereto represented shares of Target Common Stock shall select a reputable bank or trust company surrender the same to act as ChaseMellon Shareholder Services, L.L.C., exchange agent in the Merger for all such holders (the "Exchange Agent"). Promptly after the Effective Time, Parent and such holders shall deposit with the Exchange Agent (i) be entitled upon such surrender to receive in exchange therefor certificates representing the number of whole shares of Parent Common Stock issuable pursuant 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 this Section 1 and the Effective Date, represented Target Common Stock, shall be deemed for all corporate purposes (iiexcept the payment of dividends) cash sufficient to make payments in lieu evidence ownership of fractional shares in accordance with Section 1.5(d). The the number of whole shares of Parent Common Stock and cash amounts so deposited with into which the Exchange Agent, together with any dividends or distributions received by the Exchange Agent with respect shares of Target Common Stock represented thereby prior to such shares, are referred to collectively as the "Exchange Fund." (b) As soon as practicable after Effective Date shall have been converted. After the Effective TimeDate and until the outstanding certificates formerly representing shares of Target Common Stock are so surrendered, the Exchange Agent will mail no dividend payable to the registered holders of Company Stock Certificates (i) a letter record of transmittal in customary form and containing such provisions as Parent may reasonably specify (including a provision confirming that delivery of Company Stock Certificates shall be effected, and risk of loss and title to Company Stock Certificates shall pass, only upon delivery of such Company Stock Certificates to the Exchange Agent), and (ii) instructions for use in effecting the surrender of Company Stock Certificates in exchange for certificates representing Parent Common Stock. Subject to Section 1.5(d), upon surrender of a Company Stock Certificate to the Exchange Agent for exchange, together with a duly executed letter of transmittal and such other documents as may be reasonably required by the Exchange Agent or Parent, (A) the holder of such Company Stock Certificate shall be entitled to receive in exchange therefor a certificate representing the number of shares of Parent Common Stock that such holder has the right to receive pursuant to the provisions of Section 1.5(a)(iii) together with any cash in lieu of fractional share(s) pursuant to the provisions of Section 1.5(d), and (B) the Company Stock Certificate so surrendered shall be canceled. Until surrendered as contemplated by this Section 1.8(b), each Company Stock Certificate shall be deemed, from and after the Effective Time, to represent only the right to receive shares of Parent Common Stock (and cash in lieu of any fractional share of Parent Common Stock) 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 the Exchange Agent, Parent or the Surviving Corporation with respect to such Company Stock Certificate. (c) No dividends or other distributions declared or made with respect to Parent Common Stock with a record date after the Effective Time shall be paid to the holder holders of any unsurrendered Company 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 Certificate 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 shares payment of Parent Common Stock represented therebyany dividends. The holder of a fractional share interest, until such holder surrenders such Company Stock Certificate in accordance with this Section 1.8 (at which time such holder as such, shall only be entitled to receive all such dividends a cash distribution as provided in Section 2.5 and distributions, without interest). (d) Any portion of the Exchange Fund that remains undistributed to holders of Company Stock Certificates as of the date 180 days after the date on which the Merger becomes effective shall be delivered to Parent upon demand, and any holders of Company Stock Certificates who have not theretofore surrendered their Company Stock Certificates in accordance with this Section 1.8 shall thereafter look only to Parent for satisfaction of their claims for Parent Common Stock, cash in lieu of fractional shares of Parent Common Stock and any dividends or distributions with respect to Parent Common Stock. (e) Each of the Exchange Agent, Parent and the Surviving Corporation shall be entitled to deduct and withhold from any consideration payable dividends, or otherwise deliverable pursuant to this Agreement to any holder distribution ----------- in the event of a liquidation, or former holder of Company Common Stock such amounts as may be required to be deducted or withheld therefrom under the Code or under any provision of state, local or foreign tax law or under any other applicable Legal Requirement. 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 Person to whom such amounts would otherwise have been paid. (f) Neither Parent nor the Surviving Corporation shall be liable to any holder voting or former holder other privileges of Company Common Stock with respect to any shares a shareholder of Parent Common Stock (or dividends or distributions with in respect thereto), or for any cash amounts, delivered to any public official pursuant to any applicable abandoned property, escheat or similar Legal Requirementof such fractional share interest.

Exchange of Certificates. (a) Prior On or prior to the Closing Date, Parent shall select a reputable bank or trust company to act as exchange agent in the Merger (the "Exchange Agent"). Promptly after the Effective Time, Parent shall deposit with the Exchange Agent (i) certificates representing the shares of Parent Common Stock issuable pursuant to this Section 1 1, and (ii) cash sufficient to make payments in lieu of fractional shares in accordance with Section 1.5(d). The shares of Parent Common Stock and cash amounts so deposited with the Exchange Agent, together with any dividends or distributions received by the Exchange Agent with respect to such shares, are referred to collectively as the "Exchange Fund." (b) As soon as reasonably practicable after the Effective Time, the Exchange Agent will mail to the registered record holders of Company Stock Certificates (i) a letter of transmittal in customary form and containing such provisions as Parent may reasonably specify (including a provision confirming that delivery of Company Stock Certificates shall be effected, and risk of loss and title to Company Stock Certificates shall pass, only upon delivery of such Company Stock Certificates to the Exchange Agent), and (ii) instructions for use in effecting the surrender of Company Stock Certificates in exchange for certificates representing Parent Common Stock. Subject to Section 1.5(d), upon Upon surrender of a Company Stock Certificate to the Exchange Agent for exchange, together with a duly executed letter of transmittal and such other documents as may be reasonably required by the Exchange Agent or Parent, (A1) the holder of such Company Stock Certificate shall be entitled to receive in exchange therefor a certificate representing 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(a)(iii) together with any 1.5 (and cash in lieu of any fractional share(s) pursuant to the provisions share of Section 1.5(dParent Common Stock), and (B2) the Company Stock Certificate so surrendered shall be canceled. Until surrendered as contemplated by this Section 1.8(b1.7(b), each Company Stock Certificate shall be deemed, from and after the Effective Time, to represent only the right to receive shares of Parent Common Stock (and cash in lieu of any fractional share of Parent Common Stock) as contemplated by this Section 1.51. 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 the Exchange Agent, Parent or the Surviving Corporation with respect to such Company Stock Certificate. (c) Notwithstanding anything to the contrary contained in this Agreement, no shares of Parent Common Stock (or certificates therefor) shall be issued in exchange for any Company Stock Certificate to any Person who may be an "affiliate" (as that term is used in Rule 145 under the Securities Act) of the Company until such Person shall have delivered to Parent a duly executed Affiliate Agreement as contemplated by Section 5.10. (d) No dividends or other distributions declared or made with respect to Parent Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Company Stock Certificate with respect to the shares of Parent Common Stock represented thereby, that such holder has the right to receive in the Merger until such holder surrenders such Company Stock Certificate in accordance with this Section 1.8 1.7 (at which time such holder shall be entitled entitled, subject to the effect of applicable escheat or similar laws, to receive all such dividends and distributions, without interest). (de) Any portion of the Exchange Fund that remains undistributed to holders of Company Stock Certificates as of the date 180 days after the date on which the Merger becomes effective shall be delivered to Parent upon demand, and any holders of Company Stock Certificates who have not theretofore surrendered their Company Stock Certificates in accordance with this Section 1.8 1.7 shall thereafter look only to Parent for satisfaction of their claims for Parent Common Stock, cash in lieu of fractional shares of Parent Common Stock and any dividends or distributions with respect to Parent Common Stock. (ef) Each of the Exchange Agent, Parent and the Surviving Corporation shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable pursuant to this Agreement to any holder or former holder of Company Common Stock such amounts as may be required to be deducted or withheld therefrom under the Code or under any provision of state, local or foreign tax law or under any other applicable Legal Requirement. 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 Person to whom such amounts would otherwise have been paid. (fg) Neither Parent nor the Surviving Corporation shall be liable to any holder or former holder of Company Common Stock or to any other Person with respect to any shares of Parent Common Stock (or dividends or distributions with respect thereto), or for any cash amounts, delivered to any public official pursuant to any applicable abandoned propertyproperty law, escheat law or similar Legal Requirement.

Exchange of Certificates. (a) At the Closing (as defined in Section 4.1 hereof), each Stockholder shall receive a certificate or certificates representing the aggregate number of shares of Vertex Common to which such Stockholder is entitled as a holder of the shares of ATS Stock immediately prior to the Effective Date of the Merger reduced, in the case of each Stockholder, by such Stockholder's Pro Rata Share of the Escrow Shares (as defined below) to be deposited in escrow as set forth below (the amount of Vertex Shares to which such Stockholder is so entitled and such Stockholder's Pro Rata Share of the Escrow Shares is set forth on Exhibit A hereto). On the Effective Date of the Merger, certificates representing 7% of each Stockholder's shares (the "Escrow Shares") shall be delivered to the Escrow Agent as provided in the Escrow Agreement (as both of those terms are defined in Section 8.8). (b) Prior to the Closing DateEffective Date of the Merger, Parent Vertex shall select mail or otherwise deliver to each holder of record of a reputable bank certificate or trust company certificates which immediately prior to act as exchange agent in the Effective Date of the Merger represented outstanding shares of ATS Stock (the "Exchange AgentCertificates"). Promptly after ) whose shares are to be converted pursuant to Section 3.1(b) into the Effective Time, Parent shall deposit with the Exchange Agent (i) certificates representing the right to receive shares of Parent Vertex Common Stock issuable pursuant to this Section 1 and (ii) cash sufficient to make payments in lieu of fractional shares in accordance with Section 1.5(d). The shares of Parent Common Stock and cash amounts so deposited with the Exchange Agent, together with any dividends or distributions received by the Exchange Agent with respect to such shares, are referred to collectively as the "Exchange Fund." (b) As soon as practicable after the Effective Time, the Exchange Agent will mail to the registered holders of Company Stock Certificates (i) a letter of transmittal in customary form and containing such provisions as Parent may reasonably (which shall specify (including a provision confirming that delivery of Company Stock Certificates shall be effected, and risk of loss and title to Company Stock the Certificates shall pass, only upon delivery of such Company Stock the Certificates to the Exchange Agent), Vertex and shall be in such form and have such other provisions as Vertex may reasonably specify) and (ii) instructions for use in effecting the surrender of Company Stock the Certificates in exchange for certificates representing Parent Common Stockshares of Vertex Common. Subject to Section 1.5(d)At the Closing, upon surrender of a Company Stock Certificate for cancellation to the Exchange Agent for exchangeVertex, together with a duly executed such letter of transmittal duly executed and such other documents as may be reasonably required by the Exchange Agent or Parentcompleted in accordance with its terms, (A) the holder of such Company Stock Certificate each Stockholder shall be entitled to receive in exchange therefor a certificate representing the that number of shares of Parent Vertex Common Stock that which such holder Stockholder has the right to receive pursuant to the provisions of Section 1.5(a)(iii) together with any cash in lieu of fractional share(s) pursuant to the provisions of Section 1.5(d)this Article III, and (B) the Company Stock Certificate so surrendered shall forthwith be canceled. Until surrendered as contemplated by this Section 1.8(b), each Company Stock Certificate In no event shall be deemed, from and after the Effective Time, to represent only the right to receive shares of Parent Common Stock (and cash in lieu of any fractional share of Parent Common Stock) 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 the Exchange Agent, Parent or the Surviving Corporation with respect to such Company Stock Certificate. (c) No dividends or other distributions declared or made with respect to Parent Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Company Stock Certificate with respect to the shares of Parent Common Stock represented thereby, until such holder surrenders such Company Stock Certificate in accordance with this Section 1.8 (at which time such holder shall be entitled to receive all such dividends and distributionsinterest on any funds to be received in the Merger. In the event of a transfer of ownership of ATS Stock which is not registered in the transfer records of ATS, without interest). (d) Any portion a certificate representing that number of the Exchange Fund that remains undistributed to holders of Company Stock Certificates as of the date 180 days after the date on which the Merger becomes effective shall be delivered to Parent upon demand, and any holders of Company Stock Certificates who have not theretofore surrendered their Company Stock Certificates in accordance with this Section 1.8 shall thereafter look only to Parent for satisfaction of their claims for Parent Common Stock, cash in lieu of fractional shares of Parent Vertex Common Stock and any dividends or distributions with respect to Parent Common Stock. (e) Each of the Exchange Agent, Parent and the Surviving Corporation shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable pursuant to this Agreement to any holder or former holder of Company Common Stock such amounts as may be issued to a transferee if the Certificate representing such ATS Stock is presented to Vertex accompanied by all documents required to be deducted or withheld therefrom under the Code or under evidence and effect such transfer and by evidence that any provision of state, local or foreign tax law or under any other applicable Legal Requirement. 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 Person to whom such amounts would otherwise stock transfer taxes have been paid. (f) Neither Parent nor the Surviving Corporation shall be liable to any holder or former holder of Company Common Stock with respect to any shares of Parent Common Stock (or dividends or distributions with respect thereto), or for any cash amounts, delivered to any public official pursuant to any applicable abandoned property, escheat or similar Legal Requirement.

Exchange of Certificates. (a) Prior to the Closing Date, Parent shall select a reputable The Bank of New York, Parent’s transfer agent or another bank or trust company reasonably satisfactory to the Company to act as exchange agent in the Merger (the "“Exchange Agent"”). Promptly after the Effective Time, Parent shall deposit cause to be deposited with the Exchange Agent Agent: (i) certificates representing the shares of Parent Common Stock issuable pursuant to this Section 1 1.5; and (ii) cash sufficient to make payments in lieu of fractional shares in accordance with Section 1.5(d). The shares of Parent Common Stock and cash amounts so deposited with the Exchange Agent, together with any dividends or distributions received by the Exchange Agent with respect to such sharesshares of Parent Common Stock, are referred to collectively as the "“Exchange Fund."” (b) As soon as practicable Promptly after the Effective Time, Parent shall cause the Exchange Agent will to mail to the registered Persons who were record holders of Company Stock Certificates or Book Entry Shares immediately prior to the Effective Time: (i) a letter of transmittal in customary form and containing such provisions as Parent may reasonably specify and the Company shall reasonably approve prior to the Effective Time (including a provision confirming that delivery of Company Stock Certificates or Book Entry Shares shall be effected, and risk of loss and title to Company Stock Certificates or Book Entry Shares shall pass, only upon delivery of such Company Stock Certificates or Book Entry Shares to the Exchange Agent), ; and (ii) instructions for use in effecting the surrender of Company Stock Certificates or Book Entry Shares in exchange for certificates representing Parent Common Stock. Subject , cash in lieu of any fractional shares pursuant to Section 1.5(d1.5(e) and any dividends or other distributions pursuant to Section 1.7(c), upon . Upon surrender of a Company Stock Certificate or Book Entry Shares to the Exchange Agent for exchange, together with a duly executed letter of transmittal and such other documents as may be reasonably required by the Exchange Agent or Parent, : (A) the holder of such Company Stock Certificate or Book Entry Shares shall be entitled to receive in exchange therefor a certificate representing 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(a)(iii) together with any 1.5 (and cash in lieu of any fractional share(s) share of Parent Common Stock pursuant to the provisions of Section 1.5(d1.5(e) and any dividends or other distributions pursuant to Section 1.7(c), ); and (B) the Company Stock Certificate or Book Entry Shares so surrendered shall be canceled. Until surrendered as contemplated by this Section 1.8(b1.7(b), each Company Stock Certificate or Book Entry Shares shall be deemed, from and after the Effective Time, to represent only the right to receive shares of Parent Common Stock (and cash in lieu of any fractional share of Parent Common StockStock pursuant to Section 1.5(e) and any dividends or other distributions pursuant to Section 1.7(c)) as contemplated by Section 1.5. If any Company Stock Certificate shall have been lost, stolen or destroyed, Parent may, in its reasonable 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 the Exchange Agent, Parent or the Surviving Corporation with respect to such Company Stock Certificate. (c) No dividends or other distributions declared or made with respect to Parent Common Stock with a record date after the Effective Time shall be paid or otherwise delivered to the holder of any unsurrendered Company Stock Certificate or Book Entry Shares with respect to the shares of Parent Common Stock represented thereby, that such holder has the right to receive in the Merger until such holder surrenders such Company Stock Certificate or Book Entry Shares in accordance with this Section 1.8 1.7 (at which time such holder shall be entitled entitled, subject to the effect of applicable abandoned property, escheat or similar laws, to receive all such dividends and distributions, without interest). (d) Any portion of the Exchange Fund that remains undistributed to holders of Company Stock Certificates or Book Entry Shares as of the date 180 days that is one (1) year after the date on which the Merger becomes effective shall be delivered to Parent upon demand, and any holders of Company Stock Certificates or Book Entry Shares who have not theretofore surrendered their Company Stock Certificates or Book Entry Shares in accordance with this Section 1.8 1.7 shall thereafter look only to Parent for for, and be entitled to receive from Parent, satisfaction of their claims for Parent Common Stock, cash in lieu of fractional shares of Parent Common Stock and any dividends or distributions with respect to shares of Parent Common Stock. (e) Each of the Exchange Agent, Parent and the Surviving Corporation shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable pursuant to this Agreement to any holder or former holder of Company Common Stock such amounts as may be required to be deducted or withheld therefrom from such consideration under the Code or under any provision of state, local or foreign tax Tax law or under any other applicable Legal Requirement. To the extent such amounts are so deducted or withheldwithheld and timely paid over to the appropriate Governmental Body, (i) such amounts shall be treated for all purposes under this Agreement as having been paid to the Person to whom such amounts would otherwise have been paid, and (ii) Parent, the Exchange Agent or the Surviving Corporation, as the case may be, shall promptly deliver the amounts so deducted or withheld to the applicable taxing or other authority. (f) Neither Parent nor the Surviving Corporation shall be liable to any holder or former holder of Company Common Stock or to any other Person with respect to any shares of Parent Common Stock (or dividends or distributions with respect thereto), or for any cash amounts, delivered to any public official pursuant to any applicable abandoned propertyproperty law, escheat law or other similar Legal Requirement.

Exchange of Certificates. (a) Prior to the Closing DateEffective Time, Parent shall select designate a reputable bank or commercial bank, trust company or other financial institution, which may include Parent's stock transfer agent, to act as exchange agent in the Merger (the "Exchange Agent"). Promptly ) in the Merger. (b) Within five business days after the Effective Time, Parent shall deposit with make available to the Exchange Agent for exchange in accordance with this Article II, (i) certificates representing the aggregate number of shares of Parent Common Stock issuable pursuant to this Section 1 and (ii) cash sufficient to make payments 2.01 in lieu of fractional shares in accordance with Section 1.5(d). The exchange for outstanding shares of Parent Common Company Capital Stock and cash amounts so deposited with the Exchange Agent, together with any dividends or distributions received by the Exchange Agent with respect thereto, and (ii) cash in an amount sufficient to such shares, are referred permit payment of cash in lieu of fractional shares pursuant to collectively as Section 2.01(h) (the "Exchange Fund"); provided, however, that, on behalf of the holders of Company Capital Stock, and pursuant to Article X hereof, Parent shall deposit into an escrow account a number of shares of Parent Common Stock equal to the Escrow Amount out of the aggregate number of shares of Parent Common Stock otherwise issuable pursuant to Section 2.01 (the "Escrow Fund"). The portion of the Escrow Amount contributed on behalf of each holder of Company Capital Stock shall be in proportion to the aggregate number of shares of Parent Common Stock which such holder would otherwise be entitled to receive under Section 2.01 by virtue of ownership of outstanding shares of Company Capital Stock." (bc) As soon as practicable Within five business days after the Effective Time, the Exchange Agent will mail Parent shall cause to be mailed to each holder of record of a certificate or certificates which immediately prior to the registered holders Effective Time represented outstanding shares of Company Capital Stock Certificates (the "Certificates") (i) a letter of transmittal in customary form and containing such provisions as Parent may reasonably (which shall specify (including a provision confirming that delivery of Company Stock Certificates shall be effected, and risk of loss and title to Company Stock the Certificates shall pass, only upon proper delivery of such Company Stock the Certificates to the Exchange Agent), and which shall be in customary form) and (ii) instructions for use in effecting the surrender of Company Stock the Certificates in exchange for certificates representing shares of Parent Common Stock. Subject to Section 1.5(d), upon Upon surrender of a Company Stock Certificate for cancellation to the Exchange Agent for exchangeAgent, together with a duly executed such letter of transmittal transmittal, duly completed and validly executed, and such other documents as may be reasonably required by the Exchange Agent or Parentpursuant to such instructions, (A) the holder of such Company Stock Certificate shall be entitled to receive in exchange therefor a certificate representing the number of whole shares of Parent Common Stock that (less the number of shares of Parent Common Stock to be deposited in the Escrow Fund on such holder has the right to receive holder's behalf pursuant to the provisions of Section 1.5(a)(iii) together with any 2.01(d)), plus cash in lieu of fractional share(s) pursuant to the provisions of shares in accordance with Section 1.5(d)2.01, and (B) the Company Stock Certificate so surrendered shall forthwith be canceled. Until surrendered as contemplated by this Section 1.8(b)2.01, each Certificate that, prior to the Effective Time, represented shares of Company Capital Stock Certificate shall will be deemed, deemed from and after the Effective Time, for all corporate purposes other than the payment of dividends, to represent only evidence the right to receive the number of full shares of Parent Common Stock (into which such shares of Company Capital Stock shall have been so converted and the right to receive an amount in cash in lieu of any fractional share of Parent Common Stock) 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 (fractional shares in such sum as Parent may reasonably direct) as indemnity against any claim that may be made against the Exchange Agent, Parent or the Surviving Corporation accordance with respect to such Company Stock CertificateSection 2.01(h). (cd) 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 will be paid to the holder of any unsurrendered Company Stock Certificate with respect to the shares of Parent Common Stock represented therebythereby until the holder of record of such Certificate shall surrender such Certificate. Subject to applicable law, until following surrender of any such holder surrenders such Company Stock Certificate in accordance with this Section 1.8 (at which time such holder Certificate, there shall be entitled paid to receive all such dividends and distributionsthe record holder of the certificates representing whole shares of Parent Common Stock issued in exchange therefor, without interest), at the time of such surrender, the amount of dividends or other distributions with a record date on or after the Effective Time theretofore paid with respect to such whole shares of Parent Common Stock. (de) Any None of Parent, the Surviving Corporation or the Exchange Agent shall be liable to any holder of shares of Company Capital Stock for any amount properly delivered to a public official in compliance with any abandoned property, escheat or similar law. (f) At the Effective Time, the stock transfer books of the Company shall be closed and there shall be no further registration of transfers of shares of Company Capital Stock thereafter on the records of the Company. From and after the Effective Time, the holders of certificates representing shares of Company Capital Stock outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such shares of Company Capital Stock except as otherwise provided in this Agreement or by law. (g) Subject to any applicable escheat or similar laws, any portion of the Exchange Fund that remains undistributed to holders of Company Stock Certificates as unclaimed by the former stockholders of the date 180 days Company for one year after the date on which the Merger becomes effective Effective Date shall be delivered by the Exchange Agent to Parent Parent, upon demanddemand of Parent, and any holders former stockholders of the Company Stock Certificates who have not theretofore surrendered their Company Stock Certificates in accordance with this Section 1.8 shall thereafter look only to Parent for satisfaction of their claims claim for certificates representing shares of Parent Common StockStock in exchange for their shares of Company Capital Stock pursuant to the terms of Section 2.01 hereof. (h) If any Certificate shall have been lost, cash stolen or destroyed, upon the making of an affidavit of that fact, in lieu form and substance acceptable to the Exchange Agent, by the person claiming such Certificate to be lost, stolen or destroyed, and complying with such other conditions as the Exchange Agent may reasonably impose (including the execution of fractional an indemnification undertaking or the posting of an indemnity bond or other surety in favor of the Exchange Agent and Parent with respect to the Certificate alleged to be lost, stolen or destroyed), the Exchange Agent will deliver to such person such shares of Parent Common Stock and any dividends or distributions with respect to Parent Common Stock. (e) Each of the Exchange Agentcash for fractional shares, Parent and the Surviving Corporation shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable pursuant to this Agreement to any holder or former holder of Company Common Stock such amounts if any, as may be required to be deducted or withheld therefrom under the Code or under any provision of state, local or foreign tax law or under any other applicable Legal Requirement. 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 Person to whom such amounts would otherwise have been paid. (f) Neither Parent nor the Surviving Corporation shall be liable to any holder or former holder of Company Common Stock with respect to any shares of Parent Common Stock (or dividends or distributions with respect thereto), or for any cash amounts, delivered to any public official pursuant to any applicable abandoned property, escheat or similar Legal RequirementSection 2.01 hereof.

Exchange of Certificates. (a) Prior to the Closing DateParent's registrar and transfer agent, Parent shall select a reputable or such other bank or trust company to as may be selected by Parent, will act as exchange paying agent in the Merger (the "Exchange Paying Agent") for the holders of Shares in connection with the First 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 be reasonably satisfactory to Parent and the Company, to receive the funds to which holders of Shares become entitled pursuant to Section 2.1(a). Promptly after Following the Effective Time, Parent shall will deposit in trust with the Exchange Paying Agent (i) certificates representing for the shares benefit of Parent holders of Company Common Stock issuable pursuant the funds necessary to this pay the aggregate Merger Consideration as contemplated by Section 1 and (ii2.1(a) cash sufficient to make payments in lieu of fractional shares in accordance with Section 1.5(d). The shares of Parent Common Stock and cash amounts so deposited with the Exchange Agent, together with any dividends or distributions received by the Exchange Agent with respect to such shares, are referred to collectively as the "Exchange Fundshares of Company Common Stock." (b) As soon as practicable after At the Effective TimeTime of the First Merger, Parent will instruct the Exchange Paying Agent will to promptly, and in any event not later than three business days following the Effective Time of the First Merger, mail (and to make available for collection by hand) to each holder of record of a certificate or certificates, which immediately prior to the registered holders Effective Time of the First Merger represented outstanding shares of Company Common Stock Certificates (the "Certificates"), whose Shares were converted pursuant to Section 2.1(a) into the right to receive the Merger Consideration (i) a letter of transmittal in customary form and containing such provisions as Parent may reasonably (which shall specify (including a provision confirming that delivery of Company Stock Certificates shall be effected, and risk of loss and title to Company Stock the Certificates shall pass, only upon delivery of such Company Stock the Certificates to the Exchange Agent), Paying Agent and shall be in such form and have such other provisions as Parent may reasonably specify) and (ii) instructions (which shall provide that at the election of the surrendering holder Certificates may be surrendered, and payment therefor collected, by hand delivery) for use in effecting the surrender of Company Stock the Certificates in exchange for certificates representing Parent Common Stockpayment of the Merger Consideration. Subject to Section 1.5(d), upon Upon surrender of a Company Stock Certificate for cancellation to the Exchange Paying Agent for exchangeor to such other agent or agents as may be appointed by Parent, together with a duly executed such letter of transmittal and such other documents as may be reasonably required by the Exchange Agent or Parenttransmittal, (A) duly executed, the holder of such Company Stock Certificate shall be entitled to receive in exchange therefor a certificate representing the number Merger Consideration for each share of shares of Parent Company Common Stock that formerly represented by such holder has Certificate, to be mailed (or made available for collection by hand if so elected by the right to receive pursuant to the provisions surrendering holder) within three business days of Section 1.5(a)(iii) together with any cash in lieu of fractional share(s) pursuant to the provisions of Section 1.5(d)receipt thereof, and (B) the Company Stock Certificate so surrendered shall forthwith be canceled. If payment of the Merger Consideration is to be made to a Person other than the Person in whose name the surrendered Certificate is registered, it shall be a condition of payment that the Certificate so surrendered shall be canceledproperly 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 Merger Consideration to a Person other than the registered holder of the Certificate surrendered or shall have established to the satisfaction of the Company, as the surviving corporation in the First Merger, or the Surviving Corporation that such tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 1.8(b)2.2, each Certificate (other than Certificates representing Company Common Stock Certificate held by Parent or Merger Sub, or any subsidiary of Parent or Merger Sub, or Dissenting Shares) shall be deemed, from and deemed at any time after the Effective Time, Time of the First Merger to represent only the right to receive shares of Parent Common Stock (and the Merger Consideration in cash in lieu of any fractional share of Parent Common Stock) as contemplated by this Section 1.52.2. (c) The Paying Agent shall invest the funds, as directed by Parent, in (i) direct obligations of the United States of America, (ii) obligations for which the full faith and credit of the United States of America is pledged to provide for the payment of principal and interest or (iii) commercial paper rated the highest quality by either Moody's Investors Services, Inc. or Standard & Poor's Corporation. If Xxx xxx earnings with respect to such funds shall be the property of and paid over to Parent as and when requested by Parent; provided, however, that any Company Stock such investment or any such payment of earnings may not delay the receipt by holders of Certificates of the Merger Consideration. (d) In the event any Certificate shall have been lost, stolen or destroyed, Parent mayupon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed, the Paying Agent will issue in its discretion and exchange for such lost, stolen or destroyed Certificate the Merger Consideration deliverable in respect thereof as determined in accordance with this Article II, provided that the Person to whom the Merger Consideration is paid shall, as a condition precedent to the issuance of any certificate representing Parent Common Stockpayment thereof, require give the owner of such lostCompany or the Surviving Corporation, stolen or destroyed Company Stock Certificate to provide an appropriate affidavit and to deliver as the case may be, a bond (in such sum as Parent it may reasonably direct) direct or otherwise indemnify the Company or the Surviving Corporation, as indemnity the case may be, in a manner satisfactory to it against any claim that may be made against the Exchange AgentCompany or the Surviving Corporation, Parent as the case may be, with respect to the Certificate claimed to have been lost, stolen or destroyed. (e) After the Effective Time of the First Merger, the stock transfer books of the Company shall be closed and there shall be no transfers on the stock transfer books of the Company, as the surviving corporation in the First Merger, or the Surviving Corporation with respect of Shares that were outstanding immediately prior to such Company Stock Certificatethe Effective Time of the First Merger. If, after the Effective Time of the First Merger, Certificates are presented to the Company, as the surviving corporation in the First Merger, or the Surviving Corporation, they shall be canceled and exchanged for the Merger Consideration as provided in this Article II. (cf) No dividends or other distributions declared or made with respect Any portion of the funds held by the Paying Agent that remain undistributed to Parent Common Stock with a record date the former shareholders of the Company for one year after the Effective Time shall be paid delivered by the Paying Agent to the holder of any unsurrendered Company Stock Certificate with respect to Surviving Corporation, which shall thereafter act as the shares of Parent Common Stock represented thereby, until such holder surrenders such Company Stock Certificate in accordance with this Section 1.8 (at which time such holder shall be entitled to receive all such dividends and distributions, without interest). (d) Any portion of the Exchange Fund that remains undistributed to holders of Company Stock Certificates as of the date 180 days after the date on which the Merger becomes effective shall be delivered to Parent upon demandPaying Agent, and any holders former shareholders of the Company Stock Certificates who have not theretofore surrendered their Company Stock Certificates in accordance complied with this Section 1.8 Article II prior to one year after the Effective Time shall thereafter look only as a general creditor to Parent the Surviving Corporation for satisfaction payment of their claims claim for Parent Common Stock, cash in lieu of fractional shares of Parent Common Stock and any dividends or distributions with respect to Parent Common Stockthe Merger Consideration. (eg) Each of the Exchange Agent, Parent and the The Surviving Corporation shall not be entitled to deduct and withhold from any consideration payable or otherwise deliverable pursuant to this Agreement liable to any holder or former holder of Company Common Stock such amounts as may be required to be deducted or withheld therefrom under the Code or under any provision of state, local or foreign tax law or under any other applicable Legal Requirement. 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 Person to whom such amounts would otherwise have been paid. (f) Neither Parent nor the Surviving Corporation shall be liable to any holder or former holder of Company Common Stock with respect to any shares of Parent Common Stock (or dividends or distributions with respect thereto), or for any cash amounts, Merger Consideration delivered to any a public official pursuant to any applicable abandoned propertyabandonment, escheat or similar Legal Requirementlaw. Any amounts remaining unclaimed by holders of any such shares six years after the Effective Time (or such earlier date immediately prior to the time at which such amounts would otherwise escheat to or become property of any Governmental Authority) shall, to the extent permitted by applicable law, become the property of the Surviving Corporation, free and clear of any claims or interests of any such holders or their successors, assigns or personal representatives previously entitled thereto.

Exchange of Certificates. (a) Prior On or prior to the Closing Date, Parent shall select a reputable bank or trust company to act as exchange agent in the Merger (the "Exchange Agent"). Promptly As soon as practicable after the Effective Time, Parent shall deposit with the Exchange Agent (i) certificates representing the shares of Parent Common Stock issuable pursuant to this Section 1 1, and (ii) cash sufficient to make payments in lieu of fractional shares in accordance with Section 1.5(d). The shares of Parent Common Stock and cash amounts so deposited with the Exchange Agent, together with any dividends or distributions received by the Exchange Agent with respect to such shares, are referred to collectively as the "Exchange Fund." (b) As soon as reasonably practicable after the Effective Time, the Exchange Agent will mail to the registered record holders of Company Stock Certificates (i) a letter of transmittal in customary form and containing such provisions as Parent may reasonably specify (including a provision confirming that delivery of Company Stock Certificates shall be effected, and risk of loss and title to Company Stock Certificates shall pass, only upon delivery of such Company Stock Certificates to the Exchange Agent), and (ii) instructions for use in effecting the surrender of Company Stock Certificates in exchange for certificates representing Parent Common Stock. Subject to Section 1.5(d), upon Upon surrender of a Company Stock Certificate to the Exchange Agent for exchange, together with a duly executed letter of transmittal and such other documents as may be reasonably required by the Exchange Agent or Parent, (A1) the holder of such Company Stock Certificate shall be entitled to receive in exchange therefor a certificate representing 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(a)(iii) together with any cash in lieu of fractional share(s) pursuant to the provisions of Section 1.5(d), and (B) the Company Stock Certificate so surrendered shall be canceled. Until surrendered as contemplated by this Section 1.8(b), each Company Stock Certificate shall be deemed, from and after the Effective Time, to represent only the right to receive shares of Parent Common Stock 1.5 (and cash in lieu of any fractional share of Parent Common Stock), and (2) as contemplated by Section 1.5the Company Stock Certificate so surrendered shall be canceled. 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 the Exchange Agent, Parent or the Surviving Corporation with respect to such Company Stock Certificate. (c) No dividends or other distributions declared or made with respect to Parent Common Stock with a record date after the Effective Time shall be paid Notwithstanding anything to the holder of any unsurrendered Company Stock Certificate with respect to the shares of Parent Common Stock represented therebycontrary contained in this Agreement, until such holder surrenders such Company Stock Certificate in accordance with this Section 1.8 (at which time such holder shall be entitled to receive all such dividends and distributions, without interest). (d) Any portion of the Exchange Fund that remains undistributed to holders of Company Stock Certificates as of the date 180 days after the date on which the Merger becomes effective shall be delivered to Parent upon demand, and any holders of Company Stock Certificates who have not theretofore surrendered their Company Stock Certificates in accordance with this Section 1.8 shall thereafter look only to Parent for satisfaction of their claims for Parent Common Stock, cash in lieu of fractional shares of Parent Common Stock and any dividends or distributions with respect to Parent Common Stock. (e) Each of the Exchange Agent, Parent and the Surviving Corporation shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable pursuant to this Agreement to any holder or former holder of Company Common Stock such amounts as may be required to be deducted or withheld therefrom under the Code or under any provision of state, local or foreign tax law or under any other applicable Legal Requirement. 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 Person to whom such amounts would otherwise have been paid. (f) Neither Parent nor the Surviving Corporation shall be liable to any holder or former holder of Company Common Stock with respect to any no shares of Parent Common Stock (or dividends or distributions with respect thereto), or certificates therefor) shall be issued in exchange for any cash amounts, delivered Company Stock Certificate to any public official pursuant to any applicable abandoned property, escheat or similar Legal Requirement.Person who may be an "affiliate" (as that

Exchange of Certificates. (a) Prior From and after the Effective Time, each holder of an outstanding certificate, which immediately prior to the Closing DateEffective Time represented shares of Company Stock (the "Company Certificates"), Parent shall select cease to have any right as a reputable bank or trust company stockholder of the Company and such holder's sole rights shall be to act as receive in exchange for such holder's Company Certificates, upon surrender thereof to an exchange agent in the Merger selected by Parent (the "Exchange Agent"), a certificate or certificates (with the legend referred to in Section 4.29 endorsed thereon) representing the number of whole shares of Parent Common Stock which such holder is entitled to receive pursuant to Section 3.1(a) plus cash in lieu of fractional shares, as provided in Section 3.1(d) hereof (collectively, the "Merger Consideration"). Notwithstanding any other provision of this Agreement, (i) until the holders of Company Certificates theretofore representing shares of Company Stock have surrendered such certificates for exchange as provided herein, (A) no dividends shall be paid by the Parent with respect to any shares of Parent Common Stock represented by such Company Certificates and (B) no payment for fractional shares shall be made, provided, in each case, that upon surrender of each such Company Certificate, -------- the surrendering holder shall receive all such dividends and payments for fractional shares and (ii) without regard to when such Company Certificate is surrendered for exchange as provided herein, no interest shall be paid on any such dividend or payment for fractional shares. If any certificate for shares of Parent Common Stock is to be issued in a name other than that in which the Company Certificate surrendered in exchange therefor is registered, it shall be a condition of such exchange that the person requesting such exchange shall pay 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 of the Company Certificate surrendered, or shall establish to the satisfaction of Parent that such tax has been paid or is not applicable. No transfers of Company Common Stock shall be made on the stock transfer books of the Company after the close of business on the day prior to the date of the Effective Time. (b) At or before the Effective Time, Parent shall make available to the Exchange Agent (i) a sufficient number of certificates representing shares of Parent Common Stock required to effect the exchange referred to in Section 3.3(a) and (ii) sufficient funds to permit payment in lieu of fractional shares. (c) Promptly after the Effective Time, Parent shall deposit with cause the Exchange Agent (i) certificates representing the shares of Parent Common Stock issuable pursuant to this Section 1 and (ii) cash sufficient to make payments in lieu of fractional shares in accordance with Section 1.5(d). The shares of Parent Common Stock and cash amounts so deposited with the Exchange Agent, together with any dividends or distributions received by the Exchange Agent with respect to such shares, are referred to collectively as the "Exchange Fund." (b) As soon as practicable after the Effective Time, the Exchange Agent will mail to each holder of record of the registered holders of Company Stock Certificates (i) a form letter of transmittal in customary form and containing such provisions as Parent may reasonably (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 actual delivery of such the Company Stock Certificates to the Exchange Agent), ) and (ii) instructions for use in effecting the surrender of the Company Stock Certificates in exchange for certificates representing shares of Parent Common StockStock (and cash in lieu of fractional shares). Subject to Section 1.5(d), upon Upon surrender of a the Company Stock Certificate Certificates for cancellation to the Exchange Agent for exchangeAgent, together with a duly executed letter of transmittal and such other documents as may be reasonably required by the Exchange Agent or Parentshall reasonably require, (A) the holder of such Company Stock Certificate Certificates shall be entitled to receive in exchange therefor a certificate one or more certificates representing the that number of whole shares of Parent Common Stock that such holder has into which the right to receive shares of Company Stock theretofore represented by the Company Certificates so surrendered shall have been converted pursuant to the provisions of Section 1.5(a)(iii) together with any cash in lieu of fractional share(s) pursuant to the provisions of Section 1.5(d3.1(a), in addition to payment for any fractional share or dividend of Parent Common Stock, and (B) the Company Stock Certificate Certificates so surrendered shall forthwith be canceledcancelled. Until surrendered as contemplated by this Section 1.8(b)so surrendered, each the Company Stock Certificate shall be deemed, Certificates from and after the Effective Time, to for all purposes other than the payment of dividends and distributions shall represent only solely the right to receive the number of whole shares of Parent Common Stock (that shall be issued in exchange for such shares of Company Stock and any cash in lieu of any fractional share of Parent Common Stock) Stock as contemplated by Section 1.53.1(d). Notwithstanding the foregoing, neither the Exchange Agent nor any party hereto shall be liable to a holder of shares of Company Stock for any shares of Parent Common Stock delivered to a public official as required by applicable abandoned property, escheat or similar laws. The Exchange Agent shall not be entitled to vote or exercise any rights of ownership with respect to Parent Common Stock held by it from time to time hereunder. (d) From and after the Effective Time, Parent shall be entitled to treat outstanding certificates which immediately prior to the Effective Time represented shares of Subsidiary Common Stock as evidencing the ownership of the number of full shares of Surviving Corporation Common Stock, which the holder of the shares of Subsidiary Common Stock represented by such certificates is entitled to receive pursuant to Section 3.2, and the holder of such certificates shall not be required to surrender such certificates for exchange. Shares of Surviving Corporation Common Stock which the holder of shares of Subsidiary Common Stock is entitled to receive in the Merger shall be deemed to have been issued at the Effective Time. (e) If any Company Stock Certificate shall have been lost, stolen or destroyed, Parent may, in its discretion and as a condition precedent upon delivery to the issuance Exchange Agent of any certificate representing Parent Common Stock, require (i) an affidavit of that fact by the owner of person claiming such Company Certificate to be lost, stolen or destroyed Company and (ii) an indemnification undertaking in favor of Parent and the transfer agent for Parent's Common 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 the Exchange Agent, Parent or the Surviving Corporation them with respect to such Company Stock Certificate. (c) No dividends , the Exchange Agent will deliver in exchange for such lost, stolen or other distributions declared or made with respect to Parent Common Stock with a record date after destroyed Company Certificate the Effective Time shall be paid to the holder of any unsurrendered Company Stock Certificate applicable Merger Consideration with respect to the shares of Parent Common Company Stock formerly represented thereby, until thereby to which such holder surrenders such Company Stock Certificate in accordance with this Section 1.8 (at which time such holder shall be is entitled to receive all such dividends and distributions, without interest). (d) Any portion of the Exchange Fund that remains undistributed to holders of Company Stock Certificates as of the date 180 days after the date on which the Merger becomes effective shall be delivered to Parent upon demand, and any holders of Company Stock Certificates who have not theretofore surrendered their Company Stock Certificates in accordance with this Section 1.8 shall thereafter look only to Parent for satisfaction of their claims for Parent Common Stock, cash in lieu of fractional shares of Parent Common Stock and any dividends or distributions with respect to Parent Common Stock. (e) Each of the Exchange Agent, Parent and the Surviving Corporation shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable pursuant to this Agreement to any holder or former holder of Company Common Stock such amounts as may be required to be deducted or withheld therefrom under the Code or under any provision of state, local or foreign tax law or under any other applicable Legal Requirement. 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 Person to whom such amounts would otherwise have been paidSection 3.1. (f) Neither Parent nor the Surviving Corporation shall be liable to any holder or former holder of Company Common Stock with respect to any shares of Parent Common Stock (or dividends or distributions with respect thereto), or for any cash amounts, delivered to any public official pursuant to any applicable abandoned property, escheat or similar Legal Requirement.