Common use of Exchange of Certificates Clause in Contracts

Exchange of Certificates. (a) Prior to the mailing of the Proxy Statement, IHK shall appoint a bank or trust company to act as paying agent (the "Exchange Agent") for the payment of the Merger Consideration. As of or promptly after the Effective Time, IHK shall deposit the aggregate Merger Consideration with the Exchange Agent for the benefit of the holders of shares of Company Common Stock, for exchange in accordance with this Article II. (b) As soon as practicable after the Effective Time, each holder of an outstanding certificate or certificates which prior thereto represented shares of Company Common Stock shall, upon surrender to the Exchange Agent of such certificate or certificates and acceptances thereof by the Exchange Agent, be entitled to a certificate or certificates representing the number of full shares of IHK Common Stock received as Stock Consideration and the Cash Consideration, if any, into which the number of shares of Company Common Stock previously represented by such certificate or certificates surrendered shall have been converted pursuant to this Agreement. The Exchange Agent shall accept such certificates upon compliance with such reasonable terms and conditions as the Exchange Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. After the Effective Time, there shall be no further transfer on the records of the Company or its transfer agent of certificates representing shares of Company Common Stock, and if such certificates are presented to the Surviving Corporation for transfer, they shall be canceled against delivery of cash and/or certificates for shares of IHK Common Stock in accordance with this Agreement. If any certificate for such shares of IHK Common Stock is to be issued in, or if cash is to be remitted to, a name other than that in which the certificate for shares of Company Common Stock surrendered for exchange is registered, it shall be a condition of such exchange that the certificate so surrendered shall be properly endorsed, with signature guaranteed or otherwise in proper form for transfer and that the person requesting such exchange shall pay to the Surviving Corporation or its transfer agent any transfer or other taxes required by reason of the issuance of certificates for such shares of IHK Common Stock in a name other than that of the registered holder of the certificate surrendered, or establish to the satisfaction of the Surviving Corporation or its transfer agent that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.10(b), each certificate for shares of Company Common Stock shall be deemed at any time after the Effective Time of the Merger to represent only the right to receive upon such surrender the Merger Consideration as contemplated by Section 2.06. (c) No dividends or other distributions with respect to shares of IHK Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered certificate for shares of Company Common Stock with respect to the shares of IHK Common Stock represented thereby and no cash payment in lieu of fractional shares of IHK Common Stock shall be paid to any such holder pursuant to Section 2.10(e) until the surrender of the certificate for shares of Company Common Stock with respect to the shares of IHK Common Stock represented thereby in accordance with this Article II. Subject to the effect of applicable laws, following surrender of any such certificates, these shall be paid to the holder of the certificate representing whole shares of IHK Common Stock issued in connection therewith, without interest (i) at the time of such surrender the amount of any cash payable in lieu of fractional shares to which such holder is entitled pursuant to Section 2.10(e) and the proportionate amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such shares of IHK Common Stock, and (ii) at the appropriate payment date, the proportionate 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 IHK Common Stock. (d) All cash paid upon the surrender for exchange of certificates representing shares of Company Common Stock in accordance with the terms of this Article II (including any cash paid pursuant to Section 2.10(e)) shall be deemed to have been issued (and paid) in full satisfaction of all rights pertaining to the shares of Company Common Stock exchanged for cash theretofore represented by such certificates. (e) Notwithstanding any other provisions of this Agreement, each holder of shares of Company Common Stock after the Effective Time who would otherwise have been entitled to receive as Stock Consideration a fraction of a share of IHK Common Stock (after taking into account all shares of Company Common Stock delivered by such holder) shall receive, in lieu thereof, a cash payment (without interest) equal to such fraction multiplied by the Cash Consideration. (f) Any portion of the Merger Consideration deposited with the Exchange Agent pursuant to this Section 2.10 (the "Exchange Fund") which remains undistributed to the holders of the certificates representing shares of Company Common Stock for six months after the Effective Time shall be delivered to IHK, and any holders of shares of Company Common Stock prior to the Effective Time who have not theretofore complied with this Article II shall thereafter look only to IHK and only as general creditors thereof for payment of their claim for cash or shares of IHK Common Stock, if any. (g) None of Merger Sub, the Company, IHK or the Exchange Agent shall be liable to any person in respect of any cash or any shares of IHK Common Stock from the Exchange Fund delivered to a public office pursuant to any applicable abandoned property, escheat or similar law. If any certificates representing shares of Company Common Stock shall not have been surrendered immediately prior to the date on which any Merger Consideration in respect of such certificate would otherwise escheat to or become the property of any Government Authority, any such Merger Consideration in respect of such certificate shall, as such time and 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 IHK, on a daily basis, provided that such investments shall be in obligations of the United States of America or obligations fully guaranteed as to principal and interest by the United States of America, any of which may be made through a repurchase agreement in commercially reasonable form with any bank or other financial institution having capital, surplus and undivided profits of at least $500,000,000. Any interest and other income resulting from such investments shall be paid to IHK. To the extent that there are losses with respect to such investments, or the Exchange Fund diminishes for other reasons below the level required to make prompt payments of the Merger Consideration as contemplated hereby, IHK shall promptly replace or restore the portion of the Exchange Fund lost through investments or other events so as to ensure that the Exchange Fund is, at all times, maintained at a level sufficient to make such payments. (i) The Company shall pay all charges and expenses of the Exchange Agent.

Exchange of Certificates. (a) Prior to the mailing of the Proxy StatementEffective Date, IHK ITI and Lil Marc shall appoint a bank or trust company Pacific Stock Transfer Company to act as paying exchange agent in the Merger (the "Exchange Agent") for the payment of the Merger Consideration). As of or promptly after At the Effective Time, IHK Lil Marc shall deposit the aggregate Merger Consideration with the Exchange Agent Agent, for the benefit of the holders of shares of Company ITI Common Stock, for exchange in accordance with certificates representing the shares of Lil Marc Common Stock issuable pursuant to this Article IISection 1.8. (b) As soon as practicable after After the Effective Time, each holder of an outstanding certificate or certificates which prior thereto represented shares of Company Common Stock shall, upon surrender to the Exchange Agent of such certificate or certificates and acceptances thereof by the Exchange Agent, be entitled to a certificate or certificates representing that immediately prior to the number of full Effective Time represented issued and outstanding shares of IHK ITI Common Stock received as Stock Consideration and the Cash Consideration(other than Dissenting Shares, if any, into which the number of and other than shares of Company ITI Common Stock previously represented that are held by such certificate Lil Marc, Newco or certificates surrendered any other wholly owned subsidiary of Lil Marc or are held in the treasury of ITI) (the "Certificates") shall have been converted pursuant surrender the same to this Agreement. The Exchange Agent shall accept such certificates upon compliance with such reasonable terms and conditions as the Exchange Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practicesAgent. After the Effective Time, there shall be no further transfer on upon receipt by the records Exchange Agent of (i) the Company or its transfer agent of certificates representing shares of Company Common Stock, and if such certificates are presented to the Surviving Corporation for transfer, they shall be canceled against delivery of cash and/or certificates for shares of IHK Common Stock in accordance with this Agreement. If any certificate for such shares of IHK Common Stock is to be issued in, or if cash is to be remitted to, a name other than that in which the certificate for shares of Company Common Stock surrendered for exchange is registered, it shall be a condition of such exchange that the certificate so surrendered shall be properly endorsed, with signature guaranteed or otherwise Certificates duly endorsed in proper form for transfer and (ii) the federal taxpayer identification number of each holder of Certificates, the Exchange Agent shall issue, to each former holder of ITI Common Stock (other than Dissenting Shares, if any, and other than shares of ITI Common Stock that are held by Lil Marc, Newco or any other wholly owned subsidiary of Lil Marc or are held in the person requesting treasury of ITI), a certificate representing the number of shares of Lil Marc Common Stock that such exchange holder is entitled to receive pursuant to Section 1.6 hereof. Pending such surrender and exchange, each Certificate shall pay be deemed for all corporate purposes to evidence the Surviving Corporation or its transfer agent any transfer or other taxes required by reason number of the issuance whole shares of certificates for Lil Marc Common Stock into which such shares of IHK ITI Common Stock in a name other than that of evidenced by such Certificate shall have been so converted by the registered holder of the certificate surrendered, or establish to the satisfaction of the Surviving Corporation or its transfer agent that such tax has been paid or is not applicableMerger. Until surrendered as contemplated by this Section 2.10(b), each certificate All certificates for shares of Company Lil Marc Common Stock to be issued in the Merger shall be deemed at any time after issued in the Effective Time of same name in which the Merger to represent only the right to receive upon such surrender the Merger Consideration as contemplated by Section 2.06Certificate surrendered in exchange therefore is registered. (c) No dividends holder of a Certificate shall be entitled to receive any dividend or other distributions with distribution from Lil Marc in respect to shares of IHK the Lil Marc Common Stock with a record date after to be issued in respect thereof until the Effective Time surrender of such Certificate. Upon such surrender, there shall be paid to the holder of any unsurrendered certificate for shares of Company Common Stock with respect to the shares of IHK Common Stock represented thereby and no cash payment in lieu of fractional shares of IHK Common Stock shall be paid to any such holder pursuant to Section 2.10(e) until the surrender of the certificate for shares of Company Common Stock with respect to the shares of IHK Common Stock represented thereby in accordance with this Article II. Subject to the effect of applicable laws, following surrender of any such certificates, these shall be paid to the holder of the certificate representing whole shares of IHK Common Stock issued in connection therewith, without interest (i) at the time of such surrender the amount of any cash payable in lieu of fractional shares to which such holder is entitled pursuant to Section 2.10(e) and the proportionate amount of dividends or other distributions with a record date after (without interest) that theretofore became payable but that were not paid by reason of the Effective Time theretofore paid foregoing, with respect to such the number of shares of IHK Lil Marc Common Stock, and (ii) at Stock represented by the appropriate payment date, the proportionate amount of dividends or other distributions with a record date after the Effective Time but prior to certificates issued upon such surrender and a payment date subsequent to such surrender payable with respect to such whole shares of IHK Common Stocksurrender. (d) All cash paid upon the surrender for exchange of certificates representing shares of Company Common Stock in accordance with the terms of this Article II At any time following one (including any cash paid pursuant to Section 2.10(e)1) shall be deemed to have been issued (and paid) in full satisfaction of all rights pertaining to the shares of Company Common Stock exchanged for cash theretofore represented by such certificates. (e) Notwithstanding any other provisions of this Agreement, each holder of shares of Company Common Stock year after the Effective Time who would otherwise have been Time, the Surviving Corporation shall be entitled to receive as Stock Consideration a fraction require the Exchange Agent to deliver to the Surviving Corporation any shares of a share of IHK Lil Marc Common Stock (after taking into account all shares of Company Common Stock delivered by such holder) shall receive, in lieu thereof, a cash payment (without interest) equal to such fraction multiplied by the Cash Consideration. (f) Any portion of the Merger Consideration that had been deposited with the Exchange Agent pursuant by or on behalf of Lil Marc, Newco or the Surviving Corporation and have not been disbursed to this Section 2.10 (the "Exchange Fund") which remains undistributed to the holders of the certificates representing shares of Company Common Stock for six months after the Effective Time shall be delivered to IHK, and any Certificates. Any holders of shares of Company Common Stock prior to the Effective Time Certificates who have not theretofore complied with this Article II Section 1.8(b) hereof shall thereafter look (subject to applicable escheat and other similar laws) only to IHK and only as general creditors thereof the Surviving Corporation for payment of their claim for cash or shares of IHK Common Stockthe Merger Consideration, if any. (g) None of Merger Subwithout any interest thereon, and shall have no greater rights against the Company, IHK or the Exchange Agent shall Surviving Corporation than may be liable accorded to any person in respect of any cash or any shares of IHK Common Stock from the Exchange Fund delivered to a public office pursuant to any applicable abandoned property, escheat or similar law. If any certificates representing shares of Company Common Stock shall not have been surrendered immediately prior to the date on which any Merger Consideration in respect of such certificate would otherwise escheat to or become the property of any Government Authority, any such Merger Consideration in respect of such certificate shall, as such time and to the extent permitted by applicable law, become the property general creditors of the Surviving Corporation, free and clear of all claims or interest of any person previously entitled theretoCorporation under Delaware law. (h) The Exchange Agent shall invest any cash included in the Exchange Fund, as directed by IHK, on a daily basis, provided that such investments shall be in obligations of the United States of America or obligations fully guaranteed as to principal and interest by the United States of America, any of which may be made through a repurchase agreement in commercially reasonable form with any bank or other financial institution having capital, surplus and undivided profits of at least $500,000,000. Any interest and other income resulting from such investments shall be paid to IHK. To the extent that there are losses with respect to such investments, or the Exchange Fund diminishes for other reasons below the level required to make prompt payments of the Merger Consideration as contemplated hereby, IHK shall promptly replace or restore the portion of the Exchange Fund lost through investments or other events so as to ensure that the Exchange Fund is, at all times, maintained at a level sufficient to make such payments. (i) The Company shall pay all charges and expenses of the Exchange Agent.

Exchange of Certificates. (a) Prior to the mailing of the Proxy Statement, IHK shall appoint a bank or trust company to act As soon as paying agent (the "Exchange Agent") for the payment of the Merger Consideration. As of or promptly reasonably practicable after the Effective Time, IHK shall deposit the aggregate Merger Consideration with the Exchange Agent shall mail to each holder of record of a Certificate immediately prior to the Effective Time whose shares of Company Common Stock were converted into the right to receive shares of Acquiror Common Stock pursuant to Section 2.1 a customary form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent) containing instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon proper surrender of a Certificate for exchange and cancellation to the Exchange Agent, together with a letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration that such holder has the right to receive in respect of the shares of Company Common Stock formerly represented by such Certificate, and such Certificate so surrendered shall forthwith be cancelled. No interest will be paid or accrued for the benefit of the holders of the Certificates on the Merger Consideration payable upon the surrender of the Certificates. Notwithstanding anything to the contrary contained in this Agreement, no holder of Book-Entry Shares shall be required to deliver a Certificate or an executed letter of transmittal to the Exchange Agent in order to receive the Merger Consideration that such holder is entitled to receive pursuant to Article II. In lieu thereof, each holder of record of Book-Entry Shares whose shares of Company Common StockStock were converted into the right to receive shares of Acquiror Common Stock pursuant to Section 2.1 shall automatically upon the Effective Time (or, for exchange in accordance with this Article II. (bat any later time at which such Book-Entry Shares shall be so converted) As soon be entitled to receive, and Acquiror shall cause the Exchange Agent to pay and deliver as promptly as practicable after the Effective Time, each holder of an outstanding certificate or certificates which prior thereto represented shares of Company Common Stock shall, upon surrender to the Exchange Agent of such certificate or certificates and acceptances thereof by the Exchange Agent, be entitled to a certificate or certificates representing the number of full shares of IHK Common Stock received as Stock Consideration and the Cash Consideration, if any, into which the number of shares of Company Common Stock previously represented by such certificate or certificates surrendered shall have been converted pursuant to this Agreement. The Exchange Agent shall accept such certificates upon compliance with such reasonable terms and conditions as the Exchange Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. After the Effective Time, there shall be no further transfer on the records of the Company or its transfer agent of certificates representing shares of Company Common Stock, and if such certificates are presented to the Surviving Corporation for transfer, they shall be canceled against delivery of cash and/or certificates for shares of IHK Common Stock in accordance with this Agreement. If any certificate for such shares of IHK Common Stock is to be issued in, or if cash is to be remitted to, a name other than that in which the certificate for shares of Company Common Stock surrendered for exchange is registered, it shall be a condition of such exchange that the certificate so surrendered shall be properly endorsed, with signature guaranteed or otherwise in proper form for transfer and that the person requesting such exchange shall pay to the Surviving Corporation or its transfer agent any transfer or other taxes required by reason of the issuance of certificates for such shares of IHK Common Stock in a name other than that of the registered holder of the certificate surrendered, or establish to the satisfaction of the Surviving Corporation or its transfer agent that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.10(b), each certificate for shares of Company Common Stock shall be deemed at any time after the Effective Time of the Merger to represent only the right to receive upon such surrender the Merger Consideration as contemplated by Section 2.06that such holder is entitled to receive pursuant to Article II, and the Book Entry Shares of such holder shall forthwith be cancelled. (cb) No dividends or other distributions with respect to shares of IHK Acquiror Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered certificate for shares of Company Common Stock Certificate with respect to the shares of IHK Acquiror Common Stock represented thereby that such holder would be entitled to receive upon surrender of such Certificate and no cash payment in lieu of fractional shares of IHK Common Stock shall be paid to any such holder pursuant to Section 2.10(e) 2.2 until the such holder shall surrender of the certificate for shares of Company Common Stock with respect to the shares of IHK Common Stock represented thereby such Certificate in accordance with this Article IIIII. Subject to After the effect of applicable laws, following surrender of a Certificate in accordance with this Article III, such holder thereof entitled to receive shares of Acquiror Common Stock shall be entitled to receive any such certificates, these shall be paid to the holder of the certificate representing whole shares of IHK Common Stock issued in connection therewith, without interest (i) at the time of such surrender the amount of any cash payable in lieu of fractional shares to which such holder is entitled pursuant to Section 2.10(e) and the proportionate amount of dividends or other distributions distributions, without any interest thereon, with a record date after the Effective Time and which theretofore paid with respect to such shares of IHK Common Stock, and (ii) at the appropriate payment date, the proportionate 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 had become payable with respect to such whole shares of IHK Acquiror Common StockStock issuable to such holder in respect of such Certificate. (c) If the payment of the Merger Consideration is to be made to a person other than the registered holder of the Certificate surrendered in exchange therefor, it shall be a condition of payment that the Certificate so surrendered shall be properly endorsed (or accompanied by an appropriate instrument of transfer) and otherwise in proper form for transfer, and that the person requesting such payment shall pay to the Exchange Agent in advance any applicable stock transfer or other Taxes or shall establish to the reasonable satisfaction of the Exchange Agent that such Taxes have been paid or are not payable. (d) All cash paid upon At and after the surrender for exchange of certificates representing shares of Company Common Stock in accordance with the terms of this Article II (including any cash paid pursuant to Section 2.10(e)) Effective Time, there shall be deemed to have been issued (and paid) in full satisfaction no transfers on the stock transfer books of all rights pertaining to the Surviving Company of the shares of Company Common Stock that were issued and outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates representing such shares are presented for transfer, they shall be cancelled and exchanged for cash theretofore represented by such certificatesthe Merger Consideration as provided in this Article III. (e) Notwithstanding any other provisions of this Agreement, each holder of shares of Company Common Stock after the Effective Time who would otherwise have been entitled to receive as Stock Consideration a fraction of a share of IHK Common Stock (after taking into account all shares of Company Common Stock delivered by such holder) shall receive, in lieu thereof, a cash payment (without interest) equal to such fraction multiplied by the Cash Consideration. (f) Any portion of the Merger Consideration property deposited with the Exchange Agent pursuant to this Section 2.10 (3.1 that remains unclaimed by the "Exchange Fund") which remains undistributed to the holders stockholders of the certificates representing shares of Company Common Stock for six nine (9) months after the Effective Time shall be delivered returned, at the request of Acquiror, to IHK, and any holders Acquiror or transferred as directed by Acquiror. Any stockholders of shares of the Company Common Stock prior to the Effective Time who have not theretofore complied with this Article II III shall thereafter look only to IHK and only as general creditors thereof Acquiror for payment of their claim for cash or shares the Merger Consideration and unpaid dividends and distributions on the Acquiror Common Stock deliverable in respect of IHK each share of Company Common StockStock held by such stockholder at the Effective Time as determined pursuant to this Agreement, if any. (g) None in each case, without any interest thereon. Notwithstanding anything to the contrary contained herein, none of Acquiror, Merger Sub, the Company, IHK or the Exchange Agent or any other person shall be liable to any person in respect former holder of any cash or any shares of IHK Company Common Stock from the Exchange Fund for any amount properly delivered to a public office official pursuant to any applicable abandoned property, escheat or similar law. If any certificates representing shares of Company Common Stock shall not have been surrendered immediately prior to the date on which any Merger Consideration in respect of such certificate would otherwise escheat to or become the property of any Government Authority, any such Merger Consideration in respect of such certificate shall, as such time and 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 theretoLaws. (hf) The Exchange Agent In the event any Certificate shall invest any cash included in have been lost, stolen or destroyed, upon the Exchange Fund, as directed by IHK, on a daily basis, provided making of an affidavit of that such investments shall be in obligations of the United States of America or obligations fully guaranteed as to principal and interest fact by the United States person claiming such Certificate to be lost, stolen or destroyed and, if required by Acquiror, the posting by such person of America, a bond in such amount as Acquiror or one of its Subsidiaries may determine is reasonably necessary as indemnity against any of which claim that may be made through a repurchase agreement in commercially reasonable form with any bank or other financial institution having capital, surplus and undivided profits of at least $500,000,000. Any interest and other income resulting from such investments shall be paid to IHK. To the extent that there are losses against it with respect to such investmentsCertificate, or the Exchange Fund diminishes Agent will issue in exchange for other reasons below the level required to make prompt payments of such lost, stolen or destroyed Certificate the Merger Consideration as contemplated hereby, IHK shall promptly replace or restore the portion of the Exchange Fund lost through investments or other events so as deliverable in respect thereof pursuant to ensure that the Exchange Fund is, at all times, maintained at a level sufficient to make such paymentsthis Agreement. (i) The Company shall pay all charges and expenses of the Exchange Agent.

Exchange of Certificates. Each holder of a certificate formerly representing Bank Stock (a) Prior to the mailing of the Proxy Statement, IHK shall appoint a bank or trust company to act as paying agent (the "Exchange Agent") for the payment of the Merger Consideration. As of or promptly after the Effective Time, IHK shall deposit the aggregate Merger Consideration with the Exchange Agent for the benefit of the holders of shares of Company other than Dissenting Common Stock) who surrenders or has surrendered such certificate (or customary affidavits and indemnification regarding the loss or destruction of such certificate), for exchange in accordance together with this Article II. (b) As soon as practicable after the Effective Timeduly executed transmittal materials required by Section 2.10, each holder of an outstanding certificate or certificates which prior thereto represented shares of Company Common Stock shall, upon surrender to the Exchange Agent of such certificate or certificates and acceptances thereof by the Exchange Agentshall, upon acceptance thereof, be entitled to the Per Share Consideration of a certificate representing Company Stock or certificates representing the number proceeds of full shares the sale of IHK Common Stock received as Stock Consideration such stock in the Offering and the Cash Consideration, if any, Warrants into which the number of shares of Company Common Bank Stock previously represented by such certificate or certificates surrendered shall have been converted pursuant hereto, as well as cash in lieu of any fractional shares of Company Stock to this Agreementwhich such holder would otherwise be entitled. The Exchange Agent shall accept such certificates Bank certificate upon compliance with such reasonable and customary terms and conditions as the Exchange Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. After the Effective Time, there shall be no further transfer on the records of the Company or its transfer agent of certificates representing shares of Company Common Stock, and if such certificates are presented to the Surviving Corporation for transfer, they shall be canceled against delivery of cash and/or certificates for shares of IHK Common Stock in accordance with this Agreement. If any certificate for such shares of IHK Common Stock is to be issued in, or if cash is to be remitted to, a name other than that in which the certificate for shares of Company Common Stock surrendered for exchange is registered, it shall be a condition of such exchange that the certificate so surrendered shall be properly endorsed, with signature guaranteed or otherwise in proper form for transfer and that the person requesting such exchange shall pay to the Surviving Corporation or its transfer agent any transfer or other taxes required by reason of the issuance of certificates for such shares of IHK Common Stock in a name other than that of the registered holder of the certificate surrendered, or establish to the satisfaction of the Surviving Corporation or its transfer agent that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.10(b)3.4, each certificate representing Bank Stock shall be deemed from and after the Effective Time to evidence only the right to receive the Per Share Consideration Company Stock and a Warrant, as the case may be, upon such surrender. The Company shall not be obligated to deliver the consideration to which any former holder of Bank Stock is entitled as a result of the Merger until such holder surrenders his certificate or certificates representing shares of Bank Stock for exchange as provided in this Article III. If any certificate for shares of Company Common Stock Stock, or any check representing declared but unpaid dividends, is to be issued in a name other than that in which a certificate surrendered for exchange is issued, the certificate so surrendered shall be deemed at properly endorsed and otherwise in proper form for transfer and the person requesting such exchange shall affix any time after the Effective Time of the Merger to represent only the right to receive upon such surrender the Merger Consideration as contemplated by Section 2.06. (c) No dividends or other distributions with respect to shares of IHK Common Stock with a record date after the Effective Time shall be paid requisite stock transfer tax stamps to the holder of any unsurrendered certificate surrendered or provide funds for shares of Company Common Stock with respect their purchase or establish to the shares of IHK Common Stock represented thereby and no cash payment in lieu of fractional shares of IHK Common Stock shall be paid to any such holder pursuant to Section 2.10(e) until the surrender of the certificate for shares of Company Common Stock with respect to the shares of IHK Common Stock represented thereby in accordance with this Article II. Subject to the effect of applicable laws, following surrender of any such certificates, these shall be paid to the holder of the certificate representing whole shares of IHK Common Stock issued in connection therewith, without interest (i) at the time of such surrender the amount of any cash payable in lieu of fractional shares to which such holder is entitled pursuant to Section 2.10(e) and the proportionate amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such shares of IHK Common Stock, and (ii) at the appropriate payment date, the proportionate 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 IHK Common Stock. (d) All cash paid upon the surrender for exchange of certificates representing shares of Company Common Stock in accordance with the terms of this Article II (including any cash paid pursuant to Section 2.10(e)) shall be deemed to have been issued (and paid) in full satisfaction of all rights pertaining to the shares of Company Common Stock exchanged for cash theretofore represented by such certificates. (e) Notwithstanding any other provisions of this Agreement, each holder of shares of Company Common Stock after the Effective Time who would otherwise have been entitled to receive as Stock Consideration a fraction of a share of IHK Common Stock (after taking into account all shares of Company Common Stock delivered by such holder) shall receive, in lieu thereof, a cash payment (without interest) equal to such fraction multiplied by the Cash Consideration. (f) Any portion of the Merger Consideration deposited with the Exchange Agent pursuant to this Section 2.10 (the "Exchange Fund") which remains undistributed to the holders of the certificates representing shares of Company Common Stock for six months after the Effective Time shall be delivered to IHK, and any holders of shares of Company Common Stock prior to the Effective Time who have not theretofore complied with this Article II shall thereafter look only to IHK and only as general creditors thereof for payment of their claim for cash or shares of IHK Common Stock, if any. (g) None of Merger Sub, the Company, IHK or the Exchange Agent shall be liable to any person in respect of any cash or any shares of IHK Common Stock from the Exchange Fund delivered to a public office pursuant to any applicable abandoned property, escheat or similar law. If any certificates representing shares of Company Common Stock shall not have been surrendered immediately prior to the date on which any Merger Consideration in respect of such certificate would otherwise escheat to or become the property of any Government Authority, any such Merger Consideration in respect of such certificate shall, as such time and 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 IHK, on a daily basis, provided that such investments shall be in obligations of the United States of America or obligations fully guaranteed as to principal and interest by the United States of America, any of which may be made through a repurchase agreement in commercially reasonable form with any bank or other financial institution having capital, surplus and undivided profits of at least $500,000,000. Any interest and other income resulting from such investments shall be paid to IHK. To the extent that there taxes are losses with respect to such investments, or the Exchange Fund diminishes for other reasons below the level required to make prompt payments of the Merger Consideration as contemplated hereby, IHK shall promptly replace or restore the portion of the Exchange Fund lost through investments or other events so as to ensure that the Exchange Fund is, at all times, maintained at a level sufficient to make such paymentsnot payable. (i) The Company shall pay all charges and expenses of the Exchange Agent.

Exchange of Certificates. (a) Prior to the mailing of the Proxy StatementEffective Time, IHK Buyer shall appoint a bank or trust company paying agent reasonably acceptable to Seller to act as paying agent (the "Exchange Paying Agent") for the payment of the Merger Consideration. As Consideration upon surrender of certificates formerly representing issued and outstanding Seller Common Shares or promptly after Seller Preferred Shares and cash payable in respect of Seller Common OP Units, Seller Options and Warrants. (b) Parent and Buyer shall provide to the Paying Agent on or before the Effective Time, IHK shall deposit the aggregate Merger Consideration with the Exchange Agent for the benefit of the holders of shares Seller Common Shares, Seller Preferred Shares and Seller Common OP Units, cash payable in exchange for the issued and outstanding Seller Common Shares and Seller Preferred Shares and cash payable in respect of Company Seller Common Stock, for exchange in accordance with this Article IIOP Units. (bc) As soon as practicable Promptly after the Effective Time, the Surviving Company shall cause the Paying Agent to mail to each holder of an outstanding record of a certificate or certificates which immediately prior thereto represented shares of Company Common Stock shall, upon surrender to the Exchange Effective Time represented outstanding Seller Common Shares or Seller Preferred Shares (the "Certificates") (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Agent and shall be in such form and have such other provisions as Buyer may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent, together with such letter of transmittal, duly executed and completed in accordance with the instructions thereto, the holder of such certificate or certificates and acceptances thereof by the Exchange Agent, Certificate shall be entitled to a certificate or certificates representing receive in exchange therefor the number of full shares of IHK Common Stock received as Stock Consideration applicable Merger Consideration, and the Cash Consideration, if any, into which the number of shares of Company Common Stock previously represented by such certificate or certificates surrendered shall have been converted pursuant to this Agreement. The Exchange Agent shall accept such certificates upon compliance with such reasonable terms and conditions as the Exchange Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. After the Effective Time, there shall be no further transfer on the records of the Company or its transfer agent of certificates representing shares of Company Common Stock, and if such certificates are presented to the Surviving Corporation for transfer, they shall be canceled against delivery of cash and/or certificates for shares of IHK Common Stock in accordance with this Agreement. If any certificate for such shares of IHK Common Stock is to be issued in, or if cash is to be remitted to, a name other than that in which the certificate for shares of Company Common Stock surrendered for exchange is registered, it shall be a condition of such exchange that the certificate Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Seller Common Shares or Seller Preferred Shares which is not registered in the transfer records of Seller, payment may be made to a Person (as defined in Section 2.2(a)) other than the Person in whose name the Certificate so surrendered is registered if such Certificate shall be properly endorsed, with signature guaranteed endorsed or otherwise be in proper form for transfer and that the person Person requesting such exchange payment either shall pay to the Surviving Corporation or its transfer agent any transfer or other taxes Taxes (as defined in Section 2.14(a)) required by reason of the issuance of certificates for such shares of IHK Common Stock in payment being made to a name Person other than that of the registered holder of the certificate surrendered, such Certificate or establish to the satisfaction of the Surviving Corporation or its transfer agent Company that such tax has Tax or Taxes have been paid or is are not applicable. Until surrendered as contemplated by this Section 2.10(b)1.9, each certificate for shares of Company Common Stock Certificate shall be deemed at any time after the Effective Time of the Merger to represent only the right to receive upon such surrender the Merger Consideration as contemplated by Section 2.06. (c) Consideration, without interest. No dividends or other distributions with respect to shares of IHK Common Stock with a record date after the Effective Time shall interest will be paid to or will accrue on the holder of any unsurrendered certificate for shares of Company Common Stock with respect to the shares of IHK Common Stock represented thereby and no cash payment in lieu of fractional shares of IHK Common Stock shall be paid to any such holder pursuant to Section 2.10(e) until Merger Consideration upon the surrender of the certificate for shares any Certificate. Consideration payable in respect of Company Seller Common Stock with respect to the shares of IHK Common Stock represented thereby in accordance with this Article II. Subject to the effect of applicable laws, following surrender of any such certificates, these shall OP Units will be paid to as provided in the holder of the certificate representing whole shares of IHK Common Stock issued in connection therewith, without interest (i) at the time of such surrender the amount of any cash payable in lieu of fractional shares to which such holder is entitled pursuant to Section 2.10(e) and the proportionate amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such shares of IHK Common Stock, and (ii) at the appropriate payment date, the proportionate 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 IHK Common StockPartnership Merger Agreement. (d) All cash Merger Consideration paid upon the surrender for exchange of certificates representing shares of Company Common Stock Certificates in accordance with the terms of this Article II (including any cash paid pursuant to Section 2.10(e)) 1.9 shall be deemed to have been issued (and paid) paid in full satisfaction of all rights pertaining to the shares of Company Seller Common Stock exchanged for cash theretofore Shares or Seller Preferred Shares formerly represented by such certificatesCertificates; provided, however, that Seller shall transfer to the Paying Agent cash sufficient to pay any dividends or make any other distributions with a record date on or prior to the Effective Time which may have been declared or made by Seller on such Seller Common Shares or Seller Preferred Shares, including without limitation any dividends permitted by the second paragraph of Section 5.8 hereof, in accordance with the terms of this Agreement or prior to the date of this Agreement and which remain unpaid at the Effective Time and have not been paid prior to such surrender, and there shall be no further registration of transfers on the stock transfer books of Seller of the Seller Common Shares or Seller Preferred Shares which 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 1.9. (e) Notwithstanding any other provisions of this Agreement, each holder of shares of Company Common Stock after the Effective Time who would otherwise have been entitled to receive as Stock Consideration a fraction of a share of IHK Common Stock (after taking into account all shares of Company Common Stock delivered by such holder) shall receive, in lieu thereof, a cash payment (without interest) equal to such fraction multiplied by the Cash Consideration. (f) Any portion of the Merger Consideration deposited with the Exchange Agent pursuant to this Section 2.10 (the "Exchange Fund") which remains undistributed to the holders of the certificates representing shares of Company Common Stock for six months after the Effective Time shall be delivered to IHK, and any holders of shares of Company Common Stock prior to the Effective Time who have not theretofore complied with this Article II shall thereafter look only to IHK and only as general creditors thereof for payment of their claim for cash or shares of IHK Common Stock, if any. (g) None of Merger SubParent, Seller, Buyer, the Company, IHK Surviving Company or the Exchange Paying Agent shall be liable to any person Person in respect of any cash or any shares of IHK Common Stock from the Exchange Fund Merger Consideration delivered to a public office official pursuant to any applicable abandoned property, escheat or similar law. If any certificates representing shares of Company Common Stock shall not have been surrendered immediately prior to the date on which any Merger Consideration in respect of such certificate would otherwise escheat to or become the property of any Government Authority, any such Merger Consideration in respect of such certificate shall, as such time and 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 IHK, on a daily basis, provided that such investments shall be in obligations of the United States of America or obligations fully guaranteed as to principal and interest by the United States of America, any of which may be made through a repurchase agreement in commercially reasonable form with any bank or other financial institution having capital, surplus and undivided profits of at least $500,000,000. Any interest and other income resulting from such investments shall be paid to IHK. To the extent that there are losses with respect to such investments, or the Exchange Fund diminishes for other reasons below the level required to make prompt payments portion of the Merger Consideration as contemplated herebydelivered to the Paying Agent pursuant to this Agreement that remains unclaimed for 12 months after the Effective Time shall be redelivered by the Paying Agent to the Surviving Company, IHK upon demand, and any holders of Certificates who have not theretofore complied with Section 1.9(c) shall promptly replace or restore thereafter look only to the portion Surviving Company for delivery of the Exchange Fund lost through investments or Merger Consideration and any unpaid dividends, subject to applicable escheat and other events so similar Laws (as to ensure that the Exchange Fund is, at all times, maintained at a level sufficient to make such paymentsdefined below). (i) The Company shall pay all charges and expenses of the Exchange Agent.

Exchange of Certificates. (a) Prior Pursuant to the mailing of the Proxy StatementSection 1.03(d), IHK shall appoint a bank or trust company to act as paying agent (the "Exchange Agent") for the payment of the Merger Consideration. As of or promptly after the Effective Time, IHK shall deposit the aggregate Merger Consideration with the Exchange Agent shall hold, for the benefit account of the holders relevant Entergy shareholders, the global certificate(s) representing all of the outstanding TransCo Common Units distributed in the Distribution. Such TransCo Common Units shall be converted into shares of Company Common Stock, for exchange in accordance with this Article II. (b) As soon as practicable after the Effective Time, each holder of an outstanding certificate or certificates which prior thereto represented shares of Company Common Stock shall, upon surrender to the Exchange Agent of such certificate or certificates and acceptances thereof by the Exchange Agent, be entitled to a certificate or certificates representing the number of full shares of IHK Common Stock received as Stock Consideration and the Cash Consideration, if any, into which the number of shares of Company Common Stock previously represented by such certificate or certificates surrendered shall have been converted pursuant to this Agreement. The Exchange Agent shall accept such certificates upon compliance with such reasonable terms and conditions as the Exchange Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. After the Effective Time, there shall be no further transfer on the records of the Company or its transfer agent of certificates representing shares of Company Common Stock, and if such certificates are presented to the Surviving Corporation for transfer, they shall be canceled against delivery of cash and/or certificates for shares of IHK Common Stock in accordance with this Agreement. If any certificate for such shares of IHK Common Stock is to be issued in, or if cash is to be remitted to, a name other than that in which the certificate for shares of Company Common Stock surrendered for exchange is registered, it shall be a condition of such exchange that the certificate so surrendered shall be properly endorsed, with signature guaranteed or otherwise in proper form for transfer and that the person requesting such exchange shall pay to the Surviving Corporation or its transfer agent any transfer or other taxes required by reason of the issuance of certificates for such shares of IHK Common Stock in a name other than that of the registered holder of the certificate surrendered, or establish to the satisfaction of the Surviving Corporation or its transfer agent that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.10(b), each certificate for shares of Company Common Stock shall be deemed at any time after the Effective Time of the Merger to represent only the right to receive upon such surrender the Merger Consideration as contemplated by Section 2.06. (c) No dividends or other distributions with respect to shares of IHK Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered certificate for shares of Company Common Stock with respect to the shares of IHK Common Stock represented thereby and no cash payment in lieu of fractional shares of IHK Common Stock shall be paid to any such holder pursuant to Section 2.10(e) until the surrender of the certificate for shares of Company Common Stock with respect to the shares of IHK Common Stock represented thereby in accordance with this Article II. Subject to the effect of applicable laws, following surrender of any such certificates, these shall be paid to the holder of the certificate representing whole shares of IHK Common Stock issued in connection therewith, without interest (i) at the time of such surrender the amount of any cash payable in lieu of fractional shares to which such holder is entitled pursuant to Section 2.10(e) and the proportionate amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such shares of IHK Common Stock, and (ii) at the appropriate payment date, the proportionate 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 IHK Common Stock. (d) All cash paid upon the surrender for exchange of certificates representing shares of Company ITC Common Stock in accordance with the terms of this Article II I. (b) Prior to the Closing, Entergy shall appoint a bank or trust company reasonably acceptable to ITC as exchange agent (the “Exchange Agent”). Prior to or at the Effective Time, ITC shall deposit with the Exchange Agent, for the benefit of the holders of TransCo Common Units, for exchange in accordance with this Article I through the Exchange Agent, evidence in book entry form representing the shares of ITC Common Stock issuable pursuant to this Article I in exchange for outstanding TransCo Common Units. For the purposes of such deposit, ITC shall assume that there shall not be any fractional shares of ITC Common Stock. ITC shall make available to the Exchange Agent, for addition to the Exchange Fund, from time to time as needed or as reasonably requested by Entergy, cash sufficient to pay cash in lieu of fractional shares in accordance with Section 1.13 and cash sufficient to pay any dividends and other distributions pursuant to Section 1.14. All evidence in book entry form of ITC Common Stock including any cash in lieu of fractional shares of ITC Common Stock to be paid pursuant to Section 2.10(e)) shall be deemed to have been issued (1.13 and paid) in full satisfaction the amount of all rights pertaining any dividends or other distributions payable with respect to the shares of Company ITC Common Stock exchanged for cash theretofore represented by such certificatespursuant to Section 1.14 are hereinafter referred to as the “Exchange Fund. (e) Notwithstanding any other provisions of this Agreement, each holder of shares of Company Common Stock after ” Following the Effective Time who would otherwise have been entitled to receive as Stock Consideration a fraction of a share of IHK Common Stock (after taking into account all shares of Company Common Stock delivered by such holder) shall receiveTime, in lieu thereof, a cash payment (without interest) equal to such fraction multiplied by the Cash Consideration. (f) Any portion of the Merger Consideration deposited with the Exchange Agent shall, pursuant to irrevocable instructions, deliver the ITC Common Stock to be issued pursuant to this Section 2.10 (the "Exchange Fund") which remains undistributed to the holders Article I out of the certificates representing shares of Company Common Stock for six months after the Effective Time shall be delivered to IHK, and any holders of shares of Company Common Stock prior to the Effective Time who have not theretofore complied with this Article II shall thereafter look only to IHK and only as general creditors thereof for payment of their claim for cash or shares of IHK Common Stock, if any. (g) None of Merger Sub, the Company, IHK or the Exchange Agent shall be liable to any person in respect of any cash or any shares of IHK Common Stock from the Exchange Fund delivered to a public office pursuant to any applicable abandoned property, escheat or similar law. If any certificates representing shares of Company Common Stock shall not have been surrendered immediately prior to the date on which any Merger Consideration in respect of such certificate would otherwise escheat to or become the property of any Government Authority, any such Merger Consideration in respect of such certificate shall, as such time and 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 IHK, on a daily basis, provided that such investments shall be in obligations of the United States of America or obligations fully guaranteed as to principal and interest by the United States of America, any of which may be made through a repurchase agreement in commercially reasonable form with any bank or other financial institution having capital, surplus and undivided profits of at least $500,000,000. Any interest and other income resulting from such investments shall be paid to IHK. To the extent that there are losses with respect to such investments, or the The Exchange Fund diminishes shall not be used for any other reasons below the level required to make prompt payments of the Merger Consideration as contemplated hereby, IHK shall promptly replace or restore the portion of the Exchange Fund lost through investments or other events so as to ensure that the Exchange Fund is, at all times, maintained at a level sufficient to make such paymentspurpose. (i) The Company shall pay all charges and expenses of the Exchange Agent.

Exchange of Certificates. (a) Prior to the mailing of the Proxy Statement, IHK shall appoint a bank or trust company to act as paying agent (the "Exchange Agent") for the payment of the Merger Consideration. As of or promptly after the Effective Time, IHK shall deposit the aggregate Merger Consideration with the Exchange Agent for the benefit of the holders of shares of Company Common Stock, for exchange in accordance with this Article II. (b) As soon as practicable From and after the Effective Time, each holder of an outstanding certificate or certificates which immediately prior thereto to the Effective Time represented shares of Company Common Stock shallshall be entitled to receive in exchange therefor, upon surrender thereof to an exchange agent reasonably satisfactory to Parent and the Exchange Agent of such certificate or certificates and acceptances thereof by Company (the "Exchange Agent"), be entitled to a certificate or certificates representing the number of full whole shares of IHK Parent Common Stock received as Stock Consideration and the Cash Considerationto which such holder is entitled pursuant to Section 3.1(a). Notwithstanding any other provision of this Agreement, if any, into which the number (i) until holders or transferees of certificates theretofore representing shares of Company Common Stock previously have surrendered them for exchange as provided herein, no dividends or other distributions shall be paid with respect to any shares represented by such certificate or certificates surrendered shall have been converted pursuant to this Agreement. The Exchange Agent shall accept such certificates upon compliance with such reasonable terms and conditions as the Exchange Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. After the Effective Time, there no payment for fractional shares shall be no further transfer on the records of the Company or its transfer agent of made, and (ii) without regard to when such certificates representing shares of Company Common Stock are surrendered for exchange as provided herein, no interest shall be paid on any dividends or other distributions or any payment for fractional shares. Upon surrender of a certificate which immediately prior to the Effective Time represented shares of Company Common Stock, and if such certificates are presented there shall be paid to the Surviving Corporation for transferholder of such certificate the amount of any dividends or other distributions which theretofore became payable, they shall be canceled against delivery but which were not paid by reason of cash and/or certificates for the foregoing, with respect to the number of whole shares of IHK Parent Common Stock in accordance with this Agreement. represented by the certificate or certificates issued upon such surrender. (b) If any certificate for such shares of IHK Parent Common Stock is to be issued in, or if cash is to be remitted to, in a name other than that in which the certificate for shares of Company Common Stock surrendered for in exchange therefor is registered, it shall be a condition of such exchange that the certificate so surrendered shall be properly endorsed, with signature guaranteed or otherwise in proper form for transfer and that the person requesting such exchange shall pay to the Surviving Corporation or its transfer agent any applicable transfer or other taxes required by reason of such issuance. (c) Within five days after the issuance of Effective Time, Parent shall make available to the Exchange Agent the certificates for such representing shares of IHK Parent Common Stock required to effect the exchanges referred to in a name other than that paragraph (a) above and cash for payment of any fractional shares referred to in Section 3.4. (d) Within five days after the registered Effective Time, Parent shall cause the Exchange Agent to mail to each holder of the record of a certificate surrendered, or establish certificates that immediately prior to the satisfaction of the Surviving Corporation or its transfer agent that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.10(b), each certificate for Effective Time represented outstanding shares of Company Common Stock shall be deemed at any time after (the Effective Time of the Merger to represent only the right to receive upon such surrender the Merger Consideration as contemplated by Section 2.06. (c"Company Certificates") No dividends or other distributions with respect to shares of IHK Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered certificate for shares of Company Common Stock with respect to the shares of IHK Common Stock represented thereby and no cash payment in lieu of fractional shares of IHK Common Stock shall be paid to any such holder pursuant to Section 2.10(e) until the surrender of the certificate for shares of Company Common Stock with respect to the shares of IHK Common Stock represented thereby in accordance with this Article II. Subject to the effect of applicable laws, following surrender of any such certificates, these shall be paid to the holder of the certificate representing whole shares of IHK Common Stock issued in connection therewith, without interest (i) at a letter of transmittal satisfactory to the time Company (which shall specify that delivery shall be effected, and risk of such surrender loss and title to the amount Company Certificates shall pass, only upon actual delivery of any cash payable in lieu of fractional shares the Company Certificates to which such holder is entitled pursuant to Section 2.10(e) and the proportionate amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such shares of IHK Common StockExchange Agent), and (ii) at the appropriate payment date, the proportionate 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 IHK Common Stock. (d) All cash paid upon instructions for use in effecting the surrender of the Company Certificates in exchange for exchange of certificates representing shares of Parent Common Stock. Upon surrender of Company Certificates for cancellation to the Exchange Agent, together with a duly executed letter of transmittal and such other documents as the Exchange Agent shall reasonably require, the holder of such Company Certificates shall be entitled to receive in exchange therefor a certificate representing that number of whole shares of Parent Common Stock in accordance with the terms of this Article II (including any cash paid pursuant to Section 2.10(e)) shall be deemed to have been issued (and paid) in full satisfaction of all rights pertaining to into which the shares of Company Common Stock exchanged for cash theretofore represented by such certificates. (e) Notwithstanding any other the Company Certificates so surrendered shall have been converted pursuant to the provisions of this AgreementSection 3.1(a), each and the Company Certificates so surrendered shall be canceled. Notwithstanding the foregoing, neither the Exchange Agent nor any party hereto shall be liable to a holder of shares of Company Common Stock after the Effective Time who would otherwise have been entitled to receive as Stock Consideration a fraction of a share of IHK Common Stock (after taking into account all shares of Company Common Stock delivered by such holder) shall receive, in lieu thereof, a cash payment (without interest) equal to such fraction multiplied by the Cash Consideration. (f) Any portion of the Merger Consideration deposited with the Exchange Agent pursuant to this Section 2.10 (the "Exchange Fund") which remains undistributed to the holders of the certificates representing shares of Company Common Stock for six months after the Effective Time shall be delivered to IHK, and any holders of shares of Company Common Stock prior to the Effective Time who have not theretofore complied with this Article II shall thereafter look only to IHK and only as general creditors thereof for payment of their claim for cash or shares of IHK Common Stock, if any. (g) None of Merger Sub, the Company, IHK or the Exchange Agent shall be liable to any person in respect of any cash or any shares of IHK Parent Common Stock from the Exchange Fund or dividends or distributions thereon delivered to a public office official pursuant to any applicable abandoned property, escheat or similar lawlaws. (e) Promptly following the date which is twelve months after the Effective Time, the Exchange Agent shall deliver to Parent all cash, certificates (including any Parent Common Stock) and other documents in its possession relating to the transactions described in this Agreement, and the Exchange Agent's duties shall terminate. If Thereafter, each holder of a Company Certificate may surrender such Company Certificate to the Surviving Corporation or Parent and (subject to applicable abandoned property, escheat and similar laws) receive in exchange therefor the Parent Common Stock, together with cash for the payment of any certificates representing fractional shares referred to in Section 3.4, without any interest thereon. Notwithstanding the foregoing, none of the Exchange Agent, Parent, Subsidiary, the Company or the Surviving Corporation shall be liable to a holder of shares of Company Common Stock for any shares of Parent Common Stock, together with cash for the payment of any fractional shares referred to in Section 3.4, delivered to a public official pursuant to applicable abandoned property, escheat or similar laws. (f) In the event any Company Certificate shall not have been surrendered immediately prior lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Company Certificate to be lost, stolen or destroyed, the date on which any Merger Consideration Surviving Corporation shall issue in exchange for such lost, stolen or destroyed Company Certificate the Parent Common Stock deliverable in respect of such certificate would otherwise escheat to or become thereof determined in accordance with this Article III, together with cash for the property payment of any Government Authorityfractional shares referred to in Section 3.4. When authorizing such issuance in exchange therefor, any such Merger Consideration in respect the Board of such certificate shall, as such time and to the extent permitted by applicable law, become the property Directors of the Surviving CorporationCorporation may, free in its discretion and clear as a condition precedent to the issuance thereof, require the owner of all claims such lost, stolen or interest of destroyed Company Certificate to give the Surviving Corporation such indemnity as it may reasonably direct as protection against any person previously entitled thereto. (h) The Exchange Agent shall invest any cash included in the Exchange Fund, as directed by IHK, on a daily basis, provided claim that such investments shall be in obligations of the United States of America or obligations fully guaranteed as to principal and interest by the United States of America, any of which may be made through a repurchase agreement in commercially reasonable form with any bank or other financial institution having capital, surplus and undivided profits of at least $500,000,000. Any interest and other income resulting from such investments shall be paid to IHK. To against the extent that there are losses Surviving Corporation with respect to such investmentsthe Company Certificate alleged to have been lost, stolen or the Exchange Fund diminishes for other reasons below the level required to make prompt payments of the Merger Consideration as contemplated hereby, IHK shall promptly replace or restore the portion of the Exchange Fund lost through investments or other events so as to ensure that the Exchange Fund is, at all times, maintained at a level sufficient to make such paymentsdestroyed. (i) The Company shall pay all charges and expenses of the Exchange Agent.

Exchange of Certificates. (a) Prior to the mailing Each outstanding certificate theretofore representing shares of the Proxy Statement, IHK shall appoint a bank or trust company to act as paying agent Lions Gate common stock that are not Dissenting Shares (the "Exchange AgentNon-Dissenting Shares") shall be deemed for all purposes to represent the payment number of whole shares of the DOBI common stock into which such Non-Dissenting Shares of Lions Gate common stock were converted in the Merger Considerationand the holder thereof shall not be required to surrender such certificate for a certificate issued by DOBI. As of or promptly However, after the Effective Time, IHK shall deposit the aggregate Merger Consideration with the Exchange Agent for the benefit Date of the holders of shares of Company Common Stock, for exchange in accordance with this Article II. (b) As soon as practicable after the Effective TimeMerger, each holder of an outstanding certificate or certificates which prior thereto represented shares representing Non-Dissenting Shares of Lions Gate common stock may, at such stockholder's option and sole discretion, surrender the same for cancellation to The Nevada Agency and Trust Company Common Stock shallLimited, upon surrender to as the Exchange Agent sole stock transfer and registrar of such certificate or certificates the Lions Gate common stock and acceptances thereof by as exchange agent therefor (the "Exchange Agent"), and each such holder shall be entitled to receive in exchange therefor a certificate or certificates representing the number of full shares of IHK Common Stock received the DOBI common stock into which the surrendered shares were converted as Stock Consideration herein provided. The registered owner on the books and records of DOBI or the Cash ConsiderationExchange Agent of any such outstanding certificate representing Non-Dissenting Shares of Lions Gate common stock shall, until such certificate shall have been surrendered for transfer or conversion or otherwise accounted for to the Surviving Corporation or the Exchange Agent, have and be entitled to exercise any voting and other rights with respect to and to receive dividends and other distributions upon the shares of common stock of the Surviving Corporation represented by such outstanding certificate as provided above. Each certificate representing common stock of the Surviving Corporation so issued in the Merger shall bear the same legends, if any, into which with respect to the number of shares of Company Common Stock previously represented by such certificate or certificates surrendered shall have been converted pursuant to this Agreement. The Exchange Agent shall accept such certificates upon compliance with such reasonable terms and conditions restrictions on transferability as the Exchange Agent may impose to effect an orderly certificates of Lions Gate so converted and given in exchange thereof in accordance with normal exchange practices. After therefor, unless otherwise determined by the Effective Time, there shall be no further transfer on the records Board of the Company or its transfer agent Directors of certificates representing shares of Company Common Stock, and if such certificates are presented to the Surviving Corporation for transfer, they shall be canceled against delivery of cash and/or certificates for shares of IHK Common Stock in accordance compliance with this Agreementapplicable laws. If any certificate for such shares of IHK Common Stock DOBI stock is to be issued in, or if cash is to be remitted to, in a name other than that in which the certificate for shares of Company Common Stock surrendered for in exchange therefor is registered, it shall be a condition of such exchange issuance thereof that the certificate so surrendered shall be properly endorsed, with signature guaranteed or endorsed and otherwise in proper form for transfer, that such transfer otherwise be proper and that the person requesting such exchange shall transfer pay to the Surviving Corporation or its transfer agent Exchange Agent any transfer or other taxes required payable by reason of the issuance of certificates for such shares of IHK Common Stock new certificate in a name other than that of the registered holder of the certificate surrendered, surrendered or establish to the satisfaction of the Surviving Corporation or its transfer agent DOBI that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.10(b), each certificate for shares of Company Common Stock shall be deemed at any time after the Effective Time of the Merger to represent only the right to receive upon such surrender the Merger Consideration as contemplated by Section 2.06payable. (c) No dividends or other distributions with respect to shares of IHK Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered certificate for shares of Company Common Stock with respect to the shares of IHK Common Stock represented thereby and no cash payment in lieu of fractional shares of IHK Common Stock shall be paid to any such holder pursuant to Section 2.10(e) until the surrender of the certificate for shares of Company Common Stock with respect to the shares of IHK Common Stock represented thereby in accordance with this Article II. Subject to the effect of applicable laws, following surrender of any such certificates, these shall be paid to the holder of the certificate representing whole shares of IHK Common Stock issued in connection therewith, without interest (i) at the time of such surrender the amount of any cash payable in lieu of fractional shares to which such holder is entitled pursuant to Section 2.10(e) and the proportionate amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such shares of IHK Common Stock, and (ii) at the appropriate payment date, the proportionate 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 IHK Common Stock. (d) All cash paid upon the surrender for exchange of certificates representing shares of Company Common Stock in accordance with the terms of this Article II (including any cash paid pursuant to Section 2.10(e)) shall be deemed to have been issued (and paid) in full satisfaction of all rights pertaining to the shares of Company Common Stock exchanged for cash theretofore represented by such certificates. (e) Notwithstanding any other provisions of this Agreement, each holder of shares of Company Common Stock after the Effective Time who would otherwise have been entitled to receive as Stock Consideration a fraction of a share of IHK Common Stock (after taking into account all shares of Company Common Stock delivered by such holder) shall receive, in lieu thereof, a cash payment (without interest) equal to such fraction multiplied by the Cash Consideration. (f) Any portion of the Merger Consideration deposited with the Exchange Agent pursuant to this Section 2.10 (the "Exchange Fund") which remains undistributed to the holders of the certificates representing shares of Company Common Stock for six months after the Effective Time shall be delivered to IHK, and any holders of shares of Company Common Stock prior to the Effective Time who have not theretofore complied with this Article II shall thereafter look only to IHK and only as general creditors thereof for payment of their claim for cash or shares of IHK Common Stock, if any. (g) None of Merger Sub, the Company, IHK or the Exchange Agent shall be liable to any person in respect of any cash or any shares of IHK Common Stock from the Exchange Fund delivered to a public office pursuant to any applicable abandoned property, escheat or similar law. If any certificates representing shares of Company Common Stock shall not have been surrendered immediately prior to the date on which any Merger Consideration in respect of such certificate would otherwise escheat to or become the property of any Government Authority, any such Merger Consideration in respect of such certificate shall, as such time and 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 IHK, on a daily basis, provided that such investments shall be in obligations of the United States of America or obligations fully guaranteed as to principal and interest by the United States of America, any of which may be made through a repurchase agreement in commercially reasonable form with any bank or other financial institution having capital, surplus and undivided profits of at least $500,000,000. Any interest and other income resulting from such investments shall be paid to IHK. To the extent that there are losses with respect to such investments, or the Exchange Fund diminishes for other reasons below the level required to make prompt payments of the Merger Consideration as contemplated hereby, IHK shall promptly replace or restore the portion of the Exchange Fund lost through investments or other events so as to ensure that the Exchange Fund is, at all times, maintained at a level sufficient to make such payments. (i) The Company shall pay all charges and expenses of the Exchange Agent.

Exchange of Certificates. (a) Prior to After the mailing Effective Date of the Proxy Statement, IHK shall appoint a bank or trust company to act as paying agent (the "Exchange Agent") for the payment of the Merger Consideration. As of or promptly after the Effective Time, IHK shall deposit the aggregate Merger Consideration with the Exchange Agent for the benefit of the holders of shares of Company Common Stock, for exchange in accordance with this Article II. (b) As soon as practicable after the Effective TimeMerger, each holder of an outstanding certificate or certificates which prior thereto represented representing shares of Company Tomax Utah Common Stock shallmay, upon at such stockholder's option, surrender the same for cancellation to such institution as Tomax Delaware shall appoint at the Exchange Agent of time to act as exchange agent (the "EXCHANGE AGENT"), and each such certificate or certificates and acceptances thereof by the Exchange Agent, holder shall be entitled to receive in exchange therefor a certificate or certificates representing the number of full shares of IHK the Surviving Corporation's Common Stock received into which the surrendered shares were converted as herein provided. Until so surrendered, each outstanding certificate theretofore representing shares of Tomax Utah Common Stock Consideration shall be deemed for all purposes to represent the number of whole shares of the Surviving Corporation's Common Stock into which such shares of Tomax Utah Common Stock were converted in the Merger. The registered owner on the books and records of the Cash ConsiderationSurviving Corporation or the Exchange Agent of any such outstanding certificate shall, until such certificate shall have been surrendered for transfer or conversion or otherwise accounted for to the Surviving Corporation or the Exchange Agent, have and be entitled to exercise any voting and other rights with respect to and to receive dividends and other distributions upon the shares of Common Stock of the Surviving Corporation represented by such outstanding certificate as provided above. Each certificate representing Common Stock of the Surviving Corporation so issued in the Merger shall bear the same legends, if any, into which with respect to the number restrictions on transferability as the certificates of shares of Company Tomax Utah Common Stock previously represented so converted and given in exchange therefor, unless otherwise determined by such certificate or certificates surrendered shall have been converted pursuant to this Agreement. The Exchange Agent shall accept such certificates upon compliance with such reasonable terms and conditions as the Exchange Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. After the Effective Time, there shall be no further transfer on the records Board of the Company or its transfer agent Directors of certificates representing shares of Company Common Stock, and if such certificates are presented to the Surviving Corporation for transfer, they shall be canceled against delivery of cash and/or certificates for shares of IHK Common Stock in accordance compliance with this Agreementapplicable laws. If any certificate for such shares of IHK the Surviving Corporation's Common Stock is to be issued in, or if cash is to be remitted to, in a name other than that in which the certificate for shares of Company Common Stock surrendered for in exchange therefor is registered, it shall be a condition of such exchange issuance thereof that the certificate so surrendered shall be properly endorsed, with signature guaranteed or endorsed and otherwise in proper form for transfer, that such transfer otherwise be proper and that the person requesting such exchange shall transfer pay to the Surviving Corporation or its transfer agent Exchange Agent any transfer or other taxes required payable by reason of the issuance of certificates for such shares of IHK Common Stock new certificate in a name other than that of the registered holder of the certificate surrendered, surrendered or establish to the satisfaction of the Surviving Corporation or its transfer agent that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.10(b), each certificate for shares of Company Common Stock shall be deemed at any time after the Effective Time of the Merger to represent only the right to receive upon such surrender the Merger Consideration as contemplated by Section 2.06payable. (c) No dividends or other distributions with respect to shares of IHK Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered certificate for shares of Company Common Stock with respect to the shares of IHK Common Stock represented thereby and no cash payment in lieu of fractional shares of IHK Common Stock shall be paid to any such holder pursuant to Section 2.10(e) until the surrender of the certificate for shares of Company Common Stock with respect to the shares of IHK Common Stock represented thereby in accordance with this Article II. Subject to the effect of applicable laws, following surrender of any such certificates, these shall be paid to the holder of the certificate representing whole shares of IHK Common Stock issued in connection therewith, without interest (i) at the time of such surrender the amount of any cash payable in lieu of fractional shares to which such holder is entitled pursuant to Section 2.10(e) and the proportionate amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such shares of IHK Common Stock, and (ii) at the appropriate payment date, the proportionate 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 IHK Common Stock. (d) All cash paid upon the surrender for exchange of certificates representing shares of Company Common Stock in accordance with the terms of this Article II (including any cash paid pursuant to Section 2.10(e)) shall be deemed to have been issued (and paid) in full satisfaction of all rights pertaining to the shares of Company Common Stock exchanged for cash theretofore represented by such certificates. (e) Notwithstanding any other provisions of this Agreement, each holder of shares of Company Common Stock after the Effective Time who would otherwise have been entitled to receive as Stock Consideration a fraction of a share of IHK Common Stock (after taking into account all shares of Company Common Stock delivered by such holder) shall receive, in lieu thereof, a cash payment (without interest) equal to such fraction multiplied by the Cash Consideration. (f) Any portion of the Merger Consideration deposited with the Exchange Agent pursuant to this Section 2.10 (the "Exchange Fund") which remains undistributed to the holders of the certificates representing shares of Company Common Stock for six months after the Effective Time shall be delivered to IHK, and any holders of shares of Company Common Stock prior to the Effective Time who have not theretofore complied with this Article II shall thereafter look only to IHK and only as general creditors thereof for payment of their claim for cash or shares of IHK Common Stock, if any. (g) None of Merger Sub, the Company, IHK or the Exchange Agent shall be liable to any person in respect of any cash or any shares of IHK Common Stock from the Exchange Fund delivered to a public office pursuant to any applicable abandoned property, escheat or similar law. If any certificates representing shares of Company Common Stock shall not have been surrendered immediately prior to the date on which any Merger Consideration in respect of such certificate would otherwise escheat to or become the property of any Government Authority, any such Merger Consideration in respect of such certificate shall, as such time and 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 IHK, on a daily basis, provided that such investments shall be in obligations of the United States of America or obligations fully guaranteed as to principal and interest by the United States of America, any of which may be made through a repurchase agreement in commercially reasonable form with any bank or other financial institution having capital, surplus and undivided profits of at least $500,000,000. Any interest and other income resulting from such investments shall be paid to IHK. To the extent that there are losses with respect to such investments, or the Exchange Fund diminishes for other reasons below the level required to make prompt payments of the Merger Consideration as contemplated hereby, IHK shall promptly replace or restore the portion of the Exchange Fund lost through investments or other events so as to ensure that the Exchange Fund is, at all times, maintained at a level sufficient to make such payments. (i) The Company shall pay all charges and expenses of the Exchange Agent.

Exchange of Certificates. (a) Prior to the mailing of the Proxy Statement, IHK shall appoint a bank or trust company to act as paying agent (the "Exchange Agent") for the payment of the Merger Consideration. As of or promptly after After the Effective Time, IHK shall deposit the aggregate Merger Consideration with Time and pursuant to a customary letter of transmittal or other instructional form provided by the Exchange Agent for the benefit of the holders of shares of Company Common Stock, for exchange in accordance with this Article II. (b) As soon as practicable after the Effective Time, each holder of an outstanding certificate or certificates which prior thereto represented shares of Company Common Stock shall, upon surrender to the Exchange Agent of such certificate or certificates and acceptances thereof by IMMUNOTECH Security Holders, the IMMUNOTECH Security Holders shall be required to surrender all their IMMUNOTECH Securities to the Exchange Agent, and the IMMUNOTECH Security Holders shall be entitled upon such surrender to a certificate or receive in exchange therefor certificates representing the proportional number of full shares of IHK Common Stock received as Stock Consideration and the Cash Consideration, if any, Merger Shares into which the number of shares of Company Common Stock previously IMMUNOTECH Securities theretofore represented by such certificate or certificates the stock transfer forms so surrendered shall have been converted exchanged pursuant to this Agreement. The Exchange Agent shall accept such certificates upon compliance with such reasonable terms and conditions as the Exchange Agent may impose Until so surrendered, each outstanding certificate, which, prior to effect an orderly exchange thereof in accordance with normal exchange practices. After the Effective Time, there shall be no further transfer on the records of the Company or its transfer agent of certificates representing shares of Company Common Stockrepresented IMMUNOTECH Securities, and if such certificates are presented to the Surviving Corporation for transfer, they shall be canceled against delivery of cash and/or certificates for shares of IHK Common Stock in accordance with this Agreement. If any certificate for such shares of IHK Common Stock is to be issued in, or if cash is to be remitted to, a name other than that in which the certificate for shares of Company Common Stock surrendered for exchange is registered, it shall be a condition of such exchange that the certificate so surrendered shall be properly endorsed, with signature guaranteed or otherwise in proper form for transfer and that the person requesting such exchange shall pay to the Surviving Corporation or its transfer agent any transfer or other taxes required by reason of the issuance of certificates for such shares of IHK Common Stock in a name other than that of the registered holder of the certificate surrendered, or establish to the satisfaction of the Surviving Corporation or its transfer agent that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.10(b), each certificate for shares of Company Common Stock shall be deemed at any time after for all corporate purpose, subject to the Effective Time further provisions of this Article I, to evidence the ownership of the number of whole Merger Shares for which such IMMUNOTECH Securities have been so exchanged. No dividend payable to represent only the right holders of Merger Shares of record as of any Date subsequent to receive upon such surrender the Merger Consideration as contemplated by Section 2.06. (c) No dividends or other distributions with respect to shares of IHK Common Stock with a record date after the Effective Time shall be paid to the holder owner of any unsurrendered certificate for shares which, prior to the Effective Time, represented IMMUNOTECH Securities, until such certificate or certificates representing all the relevant IMMUNOTECH Securities, together with a stock transfer form, are surrendered as provided in this Article I or pursuant to letters of Company Common Stock transmittal or other instructions with respect to lost certificates provided by the shares of IHK Common Stock represented thereby and no cash payment in lieu of fractional shares of IHK Common Stock shall be paid to any such holder pursuant to Section 2.10(e) until the surrender of the certificate for shares of Company Common Stock with respect to the shares of IHK Common Stock represented thereby in accordance with this Article II. Subject to the effect of applicable laws, following surrender of any such certificates, these shall be paid to the holder of the certificate representing whole shares of IHK Common Stock issued in connection therewith, without interest (i) at the time of such surrender the amount of any cash payable in lieu of fractional shares to which such holder is entitled pursuant to Section 2.10(e) and the proportionate amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such shares of IHK Common Stock, and (ii) at the appropriate payment date, the proportionate 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 IHK Common StockExchange Agent. (db) All cash paid upon Merger Shares for which the surrender for exchange of certificates representing shares of Company Common Stock in accordance with the terms of IMMUNOTECH Securities shall have been exchanged pursuant to this Article II (including any cash paid pursuant to Section 2.10(e)) I shall be deemed to have been issued (and paid) in full satisfaction of all rights pertaining to the shares of Company Common Stock exchanged for cash theretofore represented by such certificatesIMMUNOTECH Securities. (ec) Notwithstanding any other provisions of this Agreement, each holder of shares of Company Common Stock after On the Effective Time who would otherwise have been entitled to receive as Stock Consideration a fraction Date, the stock transfer book of a share of IHK Common Stock (after taking into account all shares of Company Common Stock delivered by such holder) shall receive, in lieu thereof, a cash payment (without interest) equal to such fraction multiplied by the Cash Consideration. (f) Any portion of the Merger Consideration deposited with the Exchange Agent pursuant to this Section 2.10 (the "Exchange Fund") which remains undistributed to the holders of the certificates representing shares of Company Common Stock for six months after the Effective Time IMMUNOTECH shall be delivered deemed to IHK, be closed and any holders no transfer of shares of Company Common Stock prior to the Effective Time who have not theretofore complied with this Article II IMMUNOTECH Securities shall thereafter look only to IHK and only as general creditors thereof for payment of their claim for cash or shares of IHK Common Stock, if anybe recorded thereon. (g) None of Merger Sub, the Company, IHK or the Exchange Agent shall be liable to any person in respect of any cash or any shares of IHK Common Stock from the Exchange Fund delivered to a public office pursuant to any applicable abandoned property, escheat or similar law. If any certificates representing shares of Company Common Stock shall not have been surrendered immediately prior to the date on which any Merger Consideration in respect of such certificate would otherwise escheat to or become the property of any Government Authority, any such Merger Consideration in respect of such certificate shall, as such time and 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 IHK, on a daily basis, provided that such investments shall be in obligations of the United States of America or obligations fully guaranteed as to principal and interest by the United States of America, any of which may be made through a repurchase agreement in commercially reasonable form with any bank or other financial institution having capital, surplus and undivided profits of at least $500,000,000. Any interest and other income resulting from such investments shall be paid to IHK. To the extent that there are losses with respect to such investments, or the Exchange Fund diminishes for other reasons below the level required to make prompt payments of the Merger Consideration as contemplated hereby, IHK shall promptly replace or restore the portion of the Exchange Fund lost through investments or other events so as to ensure that the Exchange Fund is, at all times, maintained at a level sufficient to make such payments. (i) The Company shall pay all charges and expenses of the Exchange Agent.

Exchange of Certificates. (a) Prior to After the mailing Effective Date of the Proxy StatementMerger, IHK shall appoint a bank or trust company each holder of an outstanding certificate representing United Illinois Common Stock may, at such holder's option, surrender the same for cancellation to act our Stock Transfer Department, as paying exchange agent (the "Exchange Agent") for the payment of the Merger Consideration. As of or promptly after the Effective Time), IHK and each such holder shall deposit the aggregate Merger Consideration with the Exchange Agent for the benefit of the holders of shares of Company Common Stock, for exchange in accordance with this Article II. (b) As soon as practicable after the Effective Time, each holder of an outstanding certificate or certificates which prior thereto represented shares of Company Common Stock shall, upon surrender to the Exchange Agent of such certificate or certificates and acceptances thereof by the Exchange Agent, be entitled to receive in exchange therefor a certificate or certificates representing the number of full shares of IHK the Surviving Corporation's Common Stock received as Stock Consideration and the Cash Consideration, if any, into which the surrendered shares were converted as provided herein. Unless and until so surrendered, each outstanding certificate theretofore representing shares of United Illinois Common Stock shall be deemed for all purposes to represent the number of shares of Company the Surviving Corporation's Common Stock previously into which such shares of United Illinois Common Stock were converted in the Merger. (b) The registered owner on the books and records of the Surviving Corporation or the Exchange Agent of any shares of stock represented by such outstanding certificate or certificates surrendered shall, until such certificate shall have been converted pursuant to this Agreement. The Exchange Agent shall accept such certificates upon compliance with such reasonable terms and conditions as the Exchange Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. After the Effective Time, there shall be no further surrendered for transfer on the records of the Company or its transfer agent of certificates representing shares of Company Common Stock, and if such certificates are presented conversion or otherwise accounted for to the Surviving Corporation for transferor the Exchange Agent, they shall have and be canceled against delivery of cash and/or certificates for entitled to exercise any voting and other rights with respect to, and to receive dividends and other distributions upon the shares of IHK Common Stock of the Surviving Corporation represented by, such outstanding certificate as provided above. (c) Each certificate representing Common Stock of the Surviving Corporation so issued in accordance the Merger shall bear the same legends, if any, with this Agreement. respect to the restrictions on transferability as the certificates of United Illinois so converted and given in exchange therefore, unless otherwise determined by the Board of Directors of the Surviving Corporation in compliance with applicable laws, or other such additional legends as agreed upon by the holder and the Surviving Corporation. (d) If any certificate for such shares of IHK Common Stock the Surviving Corporation stock is to be issued in, or if cash is to be remitted to, in a name other than that in which the certificate for shares of Company Common Stock surrendered for in exchange therefor is registered, it shall be a condition of such exchange issuance thereof: (i) that the certificate so surrendered shall be properly endorsed, with signature guaranteed or endorsed and otherwise in proper form for transfer; (ii) that such transfer otherwise be proper and comply with applicable securities laws; and (iii) that the person requesting such exchange shall transfer pay to the Surviving Corporation or its transfer agent the Exchange Agent any transfer or other taxes required payable by reason of the issuance of certificates for such shares of IHK Common Stock new certificate in a name other than that of the registered holder of the certificate surrendered, surrendered or establish to the satisfaction of the Surviving Corporation or its transfer agent that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.10(b), each certificate for shares of Company Common Stock shall be deemed at any time after the Effective Time of the Merger to represent only the right to receive upon such surrender the Merger Consideration as contemplated by Section 2.06payable. (c) No dividends or other distributions with respect to shares of IHK Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered certificate for shares of Company Common Stock with respect to the shares of IHK Common Stock represented thereby and no cash payment in lieu of fractional shares of IHK Common Stock shall be paid to any such holder pursuant to Section 2.10(e) until the surrender of the certificate for shares of Company Common Stock with respect to the shares of IHK Common Stock represented thereby in accordance with this Article II. Subject to the effect of applicable laws, following surrender of any such certificates, these shall be paid to the holder of the certificate representing whole shares of IHK Common Stock issued in connection therewith, without interest (i) at the time of such surrender the amount of any cash payable in lieu of fractional shares to which such holder is entitled pursuant to Section 2.10(e) and the proportionate amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such shares of IHK Common Stock, and (ii) at the appropriate payment date, the proportionate 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 IHK Common Stock. (d) All cash paid upon the surrender for exchange of certificates representing shares of Company Common Stock in accordance with the terms of this Article II (including any cash paid pursuant to Section 2.10(e)) shall be deemed to have been issued (and paid) in full satisfaction of all rights pertaining to the shares of Company Common Stock exchanged for cash theretofore represented by such certificates. (e) Notwithstanding any other provisions of this Agreement, each holder of shares of Company Common Stock after the Effective Time who would otherwise have been entitled to receive as Stock Consideration a fraction of a share of IHK Common Stock (after taking into account all shares of Company Common Stock delivered by such holder) shall receive, in lieu thereof, a cash payment (without interest) equal to such fraction multiplied by the Cash Consideration. (f) Any portion of the Merger Consideration deposited with the Exchange Agent pursuant to this Section 2.10 (the "Exchange Fund") which remains undistributed to the holders of the certificates representing shares of Company Common Stock for six months after the Effective Time shall be delivered to IHK, and any holders of shares of Company Common Stock prior to the Effective Time who have not theretofore complied with this Article II shall thereafter look only to IHK and only as general creditors thereof for payment of their claim for cash or shares of IHK Common Stock, if any. (g) None of Merger Sub, the Company, IHK or the Exchange Agent shall be liable to any person in respect of any cash or any shares of IHK Common Stock from the Exchange Fund delivered to a public office pursuant to any applicable abandoned property, escheat or similar law. If any certificates representing shares of Company Common Stock shall not have been surrendered immediately prior to the date on which any Merger Consideration in respect of such certificate would otherwise escheat to or become the property of any Government Authority, any such Merger Consideration in respect of such certificate shall, as such time and 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 IHK, on a daily basis, provided that such investments shall be in obligations of the United States of America or obligations fully guaranteed as to principal and interest by the United States of America, any of which may be made through a repurchase agreement in commercially reasonable form with any bank or other financial institution having capital, surplus and undivided profits of at least $500,000,000. Any interest and other income resulting from such investments shall be paid to IHK. To the extent that there are losses with respect to such investments, or the Exchange Fund diminishes for other reasons below the level required to make prompt payments of the Merger Consideration as contemplated hereby, IHK shall promptly replace or restore the portion of the Exchange Fund lost through investments or other events so as to ensure that the Exchange Fund is, at all times, maintained at a level sufficient to make such payments. (i) The Company shall pay all charges and expenses of the Exchange Agent.

Exchange of Certificates. (a) Prior Except as otherwise provided in Section 3.1(c) or by the MGCL, from and after the Effective Time, all CHI Common Stock shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist, and each holder of a certificate representing shares of CHI Common Stock shall cease to have any rights with respect thereto, except the mailing of the Proxy Statementright to receive in exchange therefor, IHK shall appoint upon surrender thereof to a bank or trust company designated by EChapman and acceptable to act as paying agent CHI (the "Exchange Agent") ), a certificate representing EChapman Shares to which such holder is entitled pursuant to Section 3.1 plus the Fractional Share Payment. Notwithstanding any other provision of this Agreement, until holders or transferees of certificates theretofore representing shares of CHI Common Stock have surrendered them for the payment of the Merger Consideration. As of exchange as provided herein, no dividends or promptly other distributions declared or made after the Effective Time, IHK Time with respect to EChapman Shares with a record date after the Effective Time shall deposit be paid with respect to any EChapman Shares represented by such certificates and no Fractional Share Payment shall be made. Upon surrender of a certificate which immediately prior to the aggregate Merger Consideration with the Exchange Agent for the benefit of the holders of Effective Time represented shares of Company CHI Common Stock, for exchange there shall be paid to the holder of such certificate by EChapman without interest, (i) promptly, the amount of any Fractional Share Payment with respect to a fractional EChapman Share to which such holder is entitled, (ii) except as provided in accordance (iii), below, the amount of dividends or other distributions (without interest) with this Article IIa record date after the Effective Time which theretofore became payable with respect to whole EChapman Shares, and (iii) at the appropriate payment date, the amount of dividends or other distributions, with a record date after the Effective Time but prior to surrender and a payment date occurring after surrender, payable with respect to such whole EChapman Shares. (b) As soon as practicable after the Effective Time, each holder of an outstanding certificate or certificates which prior thereto represented shares of Company Common Stock shall, upon surrender to the Exchange Agent of such certificate or certificates and acceptances thereof by the Exchange Agent, be entitled to a certificate or certificates representing the number of full shares of IHK Common Stock received as Stock Consideration and the Cash Consideration, if any, into which the number of shares of Company Common Stock previously represented by such certificate or certificates surrendered shall have been converted pursuant to this Agreement. The Exchange Agent shall accept such certificates upon compliance with such reasonable terms and conditions as the Exchange Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. After the Effective Time, there shall be no further transfer on the records of the Company or its transfer agent of certificates representing shares of Company Common Stock, and if such certificates are presented to the Surviving Corporation for transfer, they shall be canceled against delivery of cash and/or certificates for shares of IHK Common Stock in accordance with this Agreement. If any certificate for such shares of IHK Common Stock is EChapman Shares are to be issued in, or if cash is to be remitted to, in a name other than that in which the certificate for shares of Company CHI Common Stock surrendered for in exchange therefor is registered, it shall be a condition of such exchange that the certificate so surrendered shall be properly endorsed, with signature guaranteed or endorsed and otherwise in proper form for transfer and that the person requesting such exchange shall pay have paid to EChapman or the Surviving Corporation or its transfer agent Exchange Agent any applicable transfer or other taxes required by reason of the issuance of certificates for such shares of IHK Common Stock in a name other than that of the registered holder of the certificate surrendered, or establish to the satisfaction of the Surviving Corporation or its transfer agent that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.10(b), each certificate for shares of Company Common Stock shall be deemed at any time after the Effective Time of the Merger to represent only the right to receive upon such surrender the Merger Consideration as contemplated by Section 2.06issuance. (c) No dividends As of the Effective Time, EChapman shall deposit, or other cause to be deposited, with the Exchange Agent, for the account of Merger Subsidiary, the number of EChapman Shares required to effect the exchanges referred to in paragraph (a) above, and cash for purposes of the Fractional Share Payment. EChapman shall thereafter from time to time deposit, or cause to be deposited, with the Exchange Agent cash for payment of any dividend or distributions with in respect to shares of IHK Common Stock such EChapman Shares with a record date after the Effective Time. (d) As soon as reasonably practicable after the Effective Time, EChapman or the Surviving Corporation shall cause the Exchange Agent to mail to each holder of record as of the Effective Time of a certificate or certificates that immediately prior to the Effective Time represented outstanding shares of CHI Common Stock (the "CHI Certificates"), whose shares were converted into the right to receive EChapman Shares (i) a letter of transmittal (which shall specify that delivery shall be paid effected, and risk of loss and title to CHI Certificates shall pass, only upon delivery of CHI Certificates to the Exchange Agent), and (ii) instructions for use in effecting the surrender of CHI Certificates in exchange for EChapman Shares. Upon surrender of a CHI Certificate for cancellation to the Exchange Agent, together with a duly executed letter of transmittal, the holder of any unsurrendered such CHI Certificate shall be entitled to receive in exchange therefor a certificate for representing that number of whole EChapman Shares into which the shares of Company CHI Common Stock theretofore represented by CHI Certificates so surrendered shall have been converted pursuant to the provisions of Section 3.1, and CHI Certificates so surrendered shall be cancelled. Notwithstanding the foregoing, neither the Exchange Agent nor any party hereto shall be liable to a holder of shares of CHI Common Stock for any EChapman Shares or dividends or distributions thereon delivered to a public official pursuant to applicable abandoned property, escheat or similar laws. (e) Promptly following the date which is six (6) months after the Effective Time, EChapman or the Surviving Corporation shall cause the Exchange Agent to deliver to EChapman all certificates, property and other documents in its possession relating to the transactions described in this Agreement. Thereafter, each holder of a CHI Certificate may surrender such CHI Certificate to EChapman and (subject to applicable abandoned property, escheat and similar laws) receive in exchange therefor a certificate representing EChapman Shares to which such person is entitled, any dividends or distributions with respect to the shares EChapman Shares and any Fractional Share Payment, in each case without any interest thereon. Notwithstanding the foregoing, none of IHK the Exchange Agent, EChapman, Merger Subsidiary, or the Surviving Corporation shall be liable to a holder of CHI Common Stock represented thereby and no cash payment in lieu of fractional shares of IHK Common Stock shall be paid for any EChapman Shares delivered to any such holder a public official pursuant to Section 2.10(eapplicable abandoned property, escheat and similar laws. (f) until In the surrender event any CHI Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the certificate for shares person claiming such CHI Certificate to be lost, stolen or destroyed, and the posting of Company Common Stock a bond by such person in such amount as EChapman may direct as indemnity against any claim that may be made against it or the Exchange Agent with respect to such CHI Certificate, the shares Exchange Agent, EChapman or the Surviving Corporation, as the case may be, shall issue in exchange for such lost, stolen or destroyed CHI Certificate, a certificate representing the proper number of IHK Common Stock represented thereby EChapman Shares deliverable in respect thereof determined in accordance with this Article II. Subject to Section 3.3, and cash for the effect of applicable laws, following surrender of Fractional Share Payment and any such certificates, these shall be paid to the holder of the certificate representing whole shares of IHK Common Stock issued in connection therewith, without interest (i) at the time of such surrender the amount of any cash payable in lieu of fractional shares to which such holder is entitled pursuant to Section 2.10(e) and the proportionate amount of other dividends or other distributions in respect of EChapman Shares with a record date after the Effective Time theretofore paid with respect to such shares of IHK Common Stock, and (ii) at the appropriate payment date, the proportionate 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 IHK Common StockTime. (d) All cash paid upon the surrender for exchange of certificates representing shares of Company Common Stock in accordance with the terms of this Article II (including any cash paid pursuant to Section 2.10(e)) shall be deemed to have been issued (and paid) in full satisfaction of all rights pertaining to the shares of Company Common Stock exchanged for cash theretofore represented by such certificates. (e) Notwithstanding any other provisions of this Agreement, each holder of shares of Company Common Stock after the Effective Time who would otherwise have been entitled to receive as Stock Consideration a fraction of a share of IHK Common Stock (after taking into account all shares of Company Common Stock delivered by such holder) shall receive, in lieu thereof, a cash payment (without interest) equal to such fraction multiplied by the Cash Consideration. (f) Any portion of the Merger Consideration deposited with the Exchange Agent pursuant to this Section 2.10 (the "Exchange Fund") which remains undistributed to the holders of the certificates representing shares of Company Common Stock for six months after the Effective Time shall be delivered to IHK, and any holders of shares of Company Common Stock prior to the Effective Time who have not theretofore complied with this Article II shall thereafter look only to IHK and only as general creditors thereof for payment of their claim for cash or shares of IHK Common Stock, if any. (g) None of Merger Sub, the Company, IHK or the Exchange Agent shall be liable to any person in respect of any cash or any shares of IHK Common Stock from the Exchange Fund delivered to a public office pursuant to any applicable abandoned property, escheat or similar law. If any certificates representing shares of Company Common Stock shall not have been surrendered immediately prior to the date on which any Merger Consideration in respect of such certificate would otherwise escheat to or become the property of any Government Authority, any such Merger Consideration in respect of such certificate shall, as such time and 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 IHK, on a daily basis, provided that such investments shall be in obligations of the United States of America or obligations fully guaranteed as to principal and interest by the United States of America, any of which may be made through a repurchase agreement in commercially reasonable form with any bank or other financial institution having capital, surplus and undivided profits of at least $500,000,000. Any interest and other income resulting from such investments shall be paid to IHK. To the extent that there are losses with respect to such investments, or the Exchange Fund diminishes for other reasons below the level required to make prompt payments of the Merger Consideration as contemplated hereby, IHK shall promptly replace or restore the portion of the Exchange Fund lost through investments or other events so as to ensure that the Exchange Fund is, at all times, maintained at a level sufficient to make such payments. (i) The Company shall pay all charges and expenses of the Exchange Agent.

Exchange of Certificates. (a) Prior At the Closing, the Company shall cause the Company Shareholders and the Company Rights holders to the mailing of the Proxy Statement, IHK shall appoint a bank or trust company to act as paying agent (the "Exchange Agent") for the payment of the Merger Consideration. As of or promptly after the Effective Time, IHK shall deposit the aggregate Merger Consideration with the Exchange Agent for the benefit of the holders of shares of Company Common Stock, for exchange in accordance with this Article II. (b) As soon as practicable after the Effective Time, each holder of an outstanding certificate or certificates which prior thereto represented shares of Company Common Stock shall, upon surrender to the Exchange Agent of such certificate or certificates any and acceptances thereof by the Exchange Agent, be entitled to a certificate or all certificates representing the number of full shares of IHK Common Company Stock received as Stock Consideration and the Cash ConsiderationCompany Rights, if anyas applicable, into which the number of shares of together with any other reasonably required documents such as medallion guaranteed stock powers and assignments, to Parent. Company Common Stock previously represented by such certificate or certificates surrendered shall have been converted pursuant to this Agreement. The Exchange Agent shall accept such certificates upon compliance with such reasonable terms Shareholders and conditions as the Exchange Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. After the Effective Time, there Company Rights holders holding “in-the-money” Company Rights shall be no further transfer on the records of the Company or its transfer agent of entitled, upon surrender, to receive in exchange therefor certificates representing shares of Company Common Stock, and if such certificates are presented to the Surviving Corporation for transfer, they shall be canceled against delivery of cash and/or certificates for shares of IHK Common Parent Merger Stock in accordance with the terms of this Agreement. Parent shall not be obligated to issue certificates representing Parent Merger Stock to any Company Shareholder or Company Rights holder holding “in-the-money” Company Rights unless such Company Shareholder or Company Rights holder has executed and provided to the Company and Parent a Lock-Up Agreement and customary investment representations. Alternatively, if a Company Shareholder or Company Rights holder with “in-the-money” Company Rights requests his or her Parent Merger Stock to be held by a brokerage firm or other eligible nominee, Parent will provide irrevocable instructions to its Transfer Agent providing for book entry issuances of the applicable Parent Merger Stock, subject to the prior receipt of an executed Lock-Up Agreement and investment representations from each Company Shareholder or holder of “in-the-money” Company Rights. If any certificate for such shares of IHK Common Parent Merger Stock is to be issued in, or if cash is to be remitted to, in a name other than that in which the certificate for shares of Company Common Stock surrendered for in exchange therefor is registered, it shall be a condition of such that exchange that the certificate so surrendered shall be properly endorsed, with signature guaranteed or otherwise in proper form for transfer and that the person requesting such the exchange shall pay to the Surviving Corporation or its transfer agent any transfer or other taxes Taxes or fees required by reason of the issuance of certificates for such shares of IHK Common Parent Merger Stock in a name other than that of the registered holder of the Company Stock certificate surrendered. (b) Upon surrender of a Company Stock certificate to Parent, or establish the holder of such Company Stock certificate shall be entitled to receive in exchange therefor (subject to prior receipt by Parent of an executed Lock-Up Agreement and investment representations) a certificate representing the number of whole shares of Parent Merger Stock that such holder has the right to receive pursuant to the satisfaction provisions hereof, together with one additional whole share of Parent Merger Stock for any fractional share of Parent Merger Stock that would otherwise be issuable to a Company Shareholder or holder of “in-the-money” Company Rights, and the Surviving Corporation Company Stock or its transfer agent that such tax has been paid or is not applicableCompany Rights certificate so surrendered shall be canceled. Until surrendered as contemplated by this Section 2.10(b)2.10, each Company Stock certificate for shares of or Company Common Stock Rights certificate representing “in-the-money” Company Rights shall be deemed at any time deemed, from and after the Effective Time of the Merger Time, to represent only the right to receive upon such surrender the shares of Parent Merger Consideration Stock as contemplated by Section 2.06hereby. (c) No dividends or other distributions with respect to shares of IHK Common If any Company Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered certificate for certificates representing shares of Company Common Stock with respect to or Company Rights certificate representing “in-the-money” Company Rights shall have been lost or destroyed, the Company Shareholders and Company Rights holders who are the registered owners of those shares of IHK Common Stock represented thereby and no cash payment in lieu of fractional shares of IHK Common Stock shall be paid to any such holder pursuant to Section 2.10(e) until the surrender of the certificate for shares of or Company Common Stock with respect to the shares of IHK Common Stock represented thereby in accordance with this Article II. Subject to the effect of applicable lawsRights, following surrender of any such certificatesrespectively, these shall be paid to the holder of may obtain the certificate representing whole shares of IHK Common the Parent Merger Stock issued in connection therewith, without interest (i) at the time of such surrender the amount of any cash payable in lieu of fractional shares to which such holder is the Company Shareholders or holders of “in-the-money” Company Rights are entitled pursuant by reason of the consummation of the Merger, provided that the Company Shareholders or Company Rights holders deliver to Section 2.10(e) Parent and the proportionate amount Transfer Agent a statement certifying to the loss or destruction and providing for indemnity or a bond satisfactory to Parent and the Transfer Agent indemnifying Parent and the Transfer Agent against any loss or expense either of dividends them may incur if the lost or other distributions with a record date after destroyed certificates or Company Rights are thereafter presented to Parent or the Effective Time theretofore paid with respect Transfer Agent for exchange to such shares of IHK Common Stock, and (ii) at the appropriate payment date, the proportionate 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 IHK Common StockTransfer Agent. (d) All cash paid shares of Parent Merger Stock issued upon the surrender for and exchange of certificates representing shares of Company Common Stock and “in-the-money” Company Rights in accordance with the terms of this Article II (including any cash paid pursuant to Section 2.10(e)) hereof, shall be deemed to have been issued (and paid) in full satisfaction of all rights pertaining to the shares of such Company Common Stock exchanged for cash theretofore represented by such certificatesand Company Rights. (e) Notwithstanding any other provisions of this Agreement, each holder of shares of Company Common Any Parent Merger Stock after the Effective Time who would otherwise have been entitled to receive as Stock Consideration a fraction of a share of IHK Common Stock (after taking into account all shares of Company Common Stock delivered by such holder) shall receive, in lieu thereof, a cash payment (without interest) equal to such fraction multiplied by the Cash Consideration. (f) Any portion of the Merger Consideration deposited with the Exchange Agent pursuant to this Section 2.10 (the "Exchange Fund") which remains undistributed to the holders of the certificates representing shares of Company Common Stock Certificates for six nine months after the Effective Time shall be delivered to IHKretained by Parent, and any holders of shares of Company Common Stock prior to the Effective Time certificates who have not theretofore complied previously surrendered their Company Stock certificates in accordance with this Article II Section 2.10 shall thereafter look only to IHK and only as general creditors thereof Parent for payment issuance of their claim for cash or shares of IHK the Parent Common StockStock to which such holders are entitled. Notwithstanding the foregoing, if any. (g) None of Merger Sub, neither Parent nor the Company, IHK or the Exchange Agent Company shall be liable to any person in respect holder of any cash Company Common Stock or any Parent Common Stock, as the case may be, for such shares of IHK Parent Common Stock from the Exchange Fund thereafter delivered pursuant to applicable law to a public office official pursuant to any applicable abandoned property, escheat or similar law. If any certificates representing . (f) The Company shall donate to the capital of Parent, pursuant to the Donation to Capital Agreement attached as Exhibit E, the 3,500,000 shares of Parent Stock now owned by the Company Common Stock in Parent. The Donation to Capital Agreement shall not have been surrendered take effect immediately prior to the date on Closing, at which any Merger Consideration in respect time the 3,500,000 shares of such certificate would otherwise escheat to or become Parent Stock held by the property of any Government Authority, any such Merger Consideration in respect of such certificate shall, as such time Company shall be cancelled and returned to the extent permitted by applicable law, become the property status of the Surviving Corporation, free and clear treasury shares of all claims or interest of any person previously entitled theretoParent. (h) The Exchange Agent shall invest any cash included in the Exchange Fund, as directed by IHK, on a daily basis, provided that such investments shall be in obligations of the United States of America or obligations fully guaranteed as to principal and interest by the United States of America, any of which may be made through a repurchase agreement in commercially reasonable form with any bank or other financial institution having capital, surplus and undivided profits of at least $500,000,000. Any interest and other income resulting from such investments shall be paid to IHK. To the extent that there are losses with respect to such investments, or the Exchange Fund diminishes for other reasons below the level required to make prompt payments of the Merger Consideration as contemplated hereby, IHK shall promptly replace or restore the portion of the Exchange Fund lost through investments or other events so as to ensure that the Exchange Fund is, at all times, maintained at a level sufficient to make such payments. (i) The Company shall pay all charges and expenses of the Exchange Agent.

Exchange of Certificates. (a) Prior to From and after the mailing of the Proxy StatementEffective Time, IHK shall appoint a bank or trust company to be designated by Parent with the concurrence of the Company shall act as paying exchange agent (the "Exchange Agent") for in effecting the payment exchange of the Merger ConsiderationPrice for -------------- certificates which prior to the Effective Time represented Shares and which as of the Effective Time represent the right to receive the Merger Price (the "Certificates"). As of or promptly Promptly after the Effective Time, IHK shall deposit the aggregate Merger Consideration with the Exchange Agent for the benefit of the holders of shares of Company Common Stock, for exchange in accordance with this Article II. (b) As soon as practicable after the Effective Time, shall ------------ mail to each record holder of an outstanding certificate or certificates which prior thereto represented shares Certificates a form of Company Common Stock shall, upon letter of transmittal and instructions for use in surrendering such Certificates and receiving the Merger Price therefor in a form approved by Parent and the Company. Upon the surrender to of each Certificate and the issuance and delivery by the Exchange Agent of the Merger Price for the Shares represented thereby in exchange therefor, the Certificate shall forthwith be canceled. Until so surrendered and exchanged, each Certificate shall represent solely the right to receive the Merger Price for the Shares represented thereby, without any interest thereon. Upon the surrender and exchange of such certificate or certificates and acceptances an outstanding Certificate, the holder thereof shall receive the Merger Price multiplied by the Exchange Agent, be entitled to a certificate or certificates representing the number of full shares of IHK Common Stock received as Stock Consideration and the Cash Consideration, if any, into which the number of shares of Company Common Stock previously Shares represented by such certificate or certificates surrendered shall have been converted pursuant to this Agreement. The Exchange Agent shall accept such certificates upon compliance with such reasonable terms and conditions as the Exchange Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. After the Effective TimeCertificate, there shall be no further transfer on the records of the Company or its transfer agent of certificates representing shares of Company Common Stock, and if such certificates are presented to the Surviving Corporation for transfer, they shall be canceled against delivery of cash and/or certificates for shares of IHK Common Stock in accordance with this Agreementwithout any interest thereon. If any certificate for such shares of IHK Common Stock is to be issued in, or if cash is to be remitted to, paid to a name other than that in which the certificate for shares of Company Common Stock Certificate surrendered for in exchange therefor is registered, it shall be a condition of to such payment or exchange that the certificate so surrendered shall be properly endorsed, with signature guaranteed or otherwise in proper form for transfer and that the person requesting such payment or exchange shall pay to the Surviving Corporation or its transfer agent Exchange Agent any transfer or other taxes required by reason of the issuance payment of certificates for such shares of IHK Common Stock in cash to a name other than that of the registered holder of the certificate Certificate surrendered, or such person shall establish to the satisfaction of the Surviving Corporation or its transfer agent Exchange Agent that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.10(b)Notwithstanding the foregoing, each certificate for shares of Company Common Stock shall be deemed at any time after the Effective Time of the Merger to represent only the right to receive upon such surrender the Merger Consideration as contemplated by Section 2.06. (c) No dividends or other distributions with respect to shares of IHK Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered certificate for shares of Company Common Stock with respect to the shares of IHK Common Stock represented thereby and no cash payment in lieu of fractional shares of IHK Common Stock shall be paid to any such holder pursuant to Section 2.10(e) until the surrender of the certificate for shares of Company Common Stock with respect to the shares of IHK Common Stock represented thereby in accordance with this Article II. Subject to the effect of applicable laws, following surrender of any such certificates, these shall be paid to the holder of the certificate representing whole shares of IHK Common Stock issued in connection therewith, without interest (i) at the time of such surrender the amount of any cash payable in lieu of fractional shares to which such holder is entitled pursuant to Section 2.10(e) and the proportionate amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such shares of IHK Common Stock, and (ii) at the appropriate payment date, the proportionate 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 IHK Common Stock. (d) All cash paid upon the surrender for exchange of certificates representing shares of Company Common Stock in accordance with the terms of this Article II (including any cash paid pursuant to Section 2.10(e)) shall be deemed to have been issued (and paid) in full satisfaction of all rights pertaining to the shares of Company Common Stock exchanged for cash theretofore represented by such certificates. (e) Notwithstanding any other provisions of this Agreement, each holder of shares of Company Common Stock after the Effective Time who would otherwise have been entitled to receive as Stock Consideration a fraction of a share of IHK Common Stock (after taking into account all shares of Company Common Stock delivered by such holder) shall receive, in lieu thereof, a cash payment (without interest) equal to such fraction multiplied by the Cash Consideration. (f) Any portion of the Merger Consideration deposited with neither the Exchange Agent pursuant to this Section 2.10 (the "Exchange Fund") which remains undistributed to the holders of the certificates representing shares of Company Common Stock for six months after the Effective Time shall be delivered to IHK, and nor any holders of shares of Company Common Stock prior to the Effective Time who have not theretofore complied with this Article II shall thereafter look only to IHK and only as general creditors thereof for payment of their claim for cash or shares of IHK Common Stock, if any. (g) None of Merger Sub, the Company, IHK or the Exchange Agent party hereto shall be liable to a holder of Certificates for any person in respect part of any cash or any shares of IHK Common Stock from the Exchange Fund delivered Merger Price payments made to a public office official pursuant to any applicable abandoned property, escheat or similar laws. (b) Promptly following the sixth month after the Effective Time, the Exchange Agent shall return to the Surviving Corporation all cash relating to the transactions described in this Agreement, and the Exchange Agent's duties shall terminate. Thereafter, each holder of a Certificate may surrender such Certificate to the Surviving Corporation and (subject to applicable abandoned property, escheat and similar laws) receive in exchange therefor the Merger Price for such Shares, 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 under applicable law. If At and after the Effective Time, holders of Certificates shall cease to have any certificates representing shares rights as stockholders of the Company Common Stock except for the right to surrender such Certificates in exchange for the Merger Price for such Shares or to perfect their right to receive payment for their Shares pursuant to Section 262 of the DGCL and Section ------- 2.4 below, and there shall not have been surrendered be no transfers on the stock transfer books of the --- Company or the Surviving Corporation of any Shares that were outstanding immediately prior to the date on which any Merger Consideration in respect of such certificate would otherwise escheat to or become the property of any Government Authority, any such Merger Consideration in respect of such certificate shall, as such time and 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 theretoMerger. (h) The Exchange Agent shall invest any cash included in the Exchange Fund, as directed by IHK, on a daily basis, provided that such investments shall be in obligations of the United States of America or obligations fully guaranteed as to principal and interest by the United States of America, any of which may be made through a repurchase agreement in commercially reasonable form with any bank or other financial institution having capital, surplus and undivided profits of at least $500,000,000. Any interest and other income resulting from such investments shall be paid to IHK. To the extent that there are losses with respect to such investments, or the Exchange Fund diminishes for other reasons below the level required to make prompt payments of the Merger Consideration as contemplated hereby, IHK shall promptly replace or restore the portion of the Exchange Fund lost through investments or other events so as to ensure that the Exchange Fund is, at all times, maintained at a level sufficient to make such payments. (i) The Company shall pay all charges and expenses of the Exchange Agent.

Exchange of Certificates. (a) Prior to the mailing of Closing, the Proxy Statement, IHK Company shall appoint a First Union National Bank or another bank or trust company located in the United States which is reasonably satisfactory to the Company to act as paying exchange agent (the "Exchange Agent") for the payment of the Merger Consideration. As of or promptly after At the Effective Time-------------- Closing, IHK the Stockholders shall cause the Company to deposit the aggregate Merger Consideration with the Exchange Agent Agent, for the benefit of the holders of shares of the Company Common Stock, other than the Company or any Subsidiary of the Company or the Parent, Newco or any other Subsidiary of the Parent, for exchange in accordance with this Article II.Section 2.8, cash in an amount equal to the aggregate Merger Consideration projected to be paid hereunder (the "Exchange Fund"). ------------- (b) As soon as practicable after the Effective Time, each holder of an outstanding certificate or certificates which prior thereto represented shares of the Company Common Stock shall, upon surrender to the Exchange Agent of such certificate or certificates and acceptances thereof by to the Exchange Agent, be entitled to a certificate or certificates representing the number amount of full shares of IHK Common Stock received as Stock Consideration and the Cash Consideration, if any, cash into which the number of shares of Company Common Stock previously represented by such certificate or certificates surrendered shall have been converted pursuant to this Agreement. The Exchange Agent shall accept such certificates upon compliance with such reasonable terms and conditions as the Exchange Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. After the Effective Time, there shall be no further transfer on the records of the Company or its transfer agent of certificates representing shares of the Company Common Stock, Stock and if such certificates are presented to the Surviving Corporation Company for transfer, they shall be canceled against delivery of cash and/or certificates for shares of IHK Common Stock in accordance with this Agreementthe applicable Merger Consideration. If any certificate for such shares of IHK Common Stock is to be issued in, or if cash Merger Consideration is to be remitted to, to a name other than that in which the certificate for shares of the Company Common Stock surrendered for exchange is registered, it shall be a condition of such exchange that the certificate so surrendered shall be properly endorsed, with signature guaranteed guaranteed, or otherwise in proper form for transfer and that the person Person (as defined in Section 9.5) requesting such exchange shall pay to the Surviving Corporation Company or its transfer agent any transfer or other taxes required by reason of the issuance payment of certificates for such shares of IHK Common Stock in Merger Consideration to a name other than that of the registered holder of the certificate surrendered, or establish to the satisfaction of the Surviving Corporation Parent or its transfer agent that such tax has been paid or is not applicable. Until surrendered surrender as contemplated by this Section 2.10(b2.3(b), each certificate for shares of the Company Common Stock shall be deemed at any time after the Effective Time of the Merger to represent only the right to receive upon such surrender the applicable Merger Consideration as contemplated by Section 2.062.7. No interest will be paid or will accrue on any amount payable as Merger Consideration. (c) No dividends or other distributions with respect to shares of IHK Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered certificate for shares of Company Common Stock with respect to the shares of IHK Common Stock represented thereby and no cash payment in lieu of fractional shares of IHK Common Stock shall be paid to any such holder pursuant to Section 2.10(e) until the surrender of the certificate for shares of Company Common Stock with respect to the shares of IHK Common Stock represented thereby in accordance with this Article II. Subject to the effect of applicable laws, following surrender of any such certificates, these shall be paid to the holder of the certificate representing whole shares of IHK Common Stock issued in connection therewith, without interest (i) at the time of such surrender the amount of any cash payable in lieu of fractional shares to which such holder is entitled pursuant to Section 2.10(e) and the proportionate amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such shares of IHK Common Stock, and (ii) at the appropriate payment date, the proportionate 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 IHK Common Stock. (d) All cash Merger Consideration paid upon the surrender for exchange of certificates representing shares of the Company Common Stock in accordance with the terms of this Article II (including any cash paid pursuant to Section 2.10(e)) 2.8 shall be deemed to have been issued (and paid) paid in full satisfaction of all rights pertaining to the shares of the Company Common Stock exchanged for cash theretofore represented by such certificates. (e) Notwithstanding any other provisions of this Agreement, each holder of shares of Company Common Stock after the Effective Time who would otherwise have been entitled to receive as Stock Consideration a fraction of a share of IHK Common Stock (after taking into account all shares of Company Common Stock delivered by such holder) shall receive, in lieu thereof, a cash payment (without interest) equal to such fraction multiplied by the Cash Consideration. (fd) Any portion of the Merger Consideration deposited with Exchange Fund (including any interest and other income received by the Exchange Agent pursuant to this Section 2.10 (the "Exchange Fund"in respect of all such funds) which remains undistributed to the holders of the certificates representing shares of the Company Common Stock for six months one year after the Effective Time shall be delivered to IHKthe Surviving Corporation, upon demand, and any holders of shares of the Company Common Stock prior to the Effective Time Merger who have not theretofore complied with this Article II Section 2.8 shall thereafter look only to IHK and only as general creditors thereof the Surviving Corporation for payment of their claim for cash or shares of IHK Common Stock, if anyMerger Consideration to which such holders may be entitled. (ge) None of Merger Sub, the Company, IHK or the Exchange Agent No party to this Agreement shall be liable to any person Person (as defined in Section 9.5) in respect of any cash or any shares of IHK Common Stock amount from the Exchange Fund delivered to a public office official pursuant to any applicable abandoned property, escheat or similar law. If , if any certificates representing shares of the Company Common Stock shall not have been surrendered in exchange for Merger Consideration prior to one year after the Effective Time (or immediately prior to the such earlier date on which any Merger Consideration in respect of such certificate would otherwise escheat to or become the property of any Government Authoritygovernmental entity), and any such Merger Consideration in respect of such certificate amount shall, as such time and 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 Person previously entitled thereto. (hf) The Exchange Agent shall invest any cash the cash, included in the Exchange Fund, Fund as directed by IHKthe Parent, on a daily basis, provided that such investments shall be in obligations of the United States of America or obligations fully guaranteed as to principal and interest by the United States of America, any of which may be made through a repurchase agreement in commercially reasonable form with any bank or other financial institution having capital, surplus and undivided profits of at least $500,000,000. Any interest and other income resulting from such investments investment shall be the property of, and paid to IHK. To the extent Parent. (g) In the event any certificate or certificates representing shares of the Company Common Stock or shall have been lost, stolen or destroyed, upon the making of an affidavit of that there are losses fact by the Person claiming such certificate or certificates to be lost, stolen or destroyed, the Exchange Agent will issue in exchange for such lost, stolen or destroyed certificate the Merger Consideration deliverable in respect thereof as determined in accordance with this Section 2.8, provided that the Person to whom the Merger Consideration is paid shall, if requested by the Surviving Corporation and as a condition precedent to the payment thereof, give the Surviving Corporation a bond in such reasonable amount as it may direct or otherwise indemnify the Surviving Corporation in a manner satisfactory to it against any claim that may be made against the Surviving Corporation with respect to such investmentsthe certificate claimed to have been lost, stolen or the Exchange Fund diminishes for other reasons below the level required to make prompt payments of the Merger Consideration as contemplated hereby, IHK shall promptly replace or restore the portion of the Exchange Fund lost through investments or other events so as to ensure that the Exchange Fund is, at all times, maintained at a level sufficient to make such paymentsdestroyed. (i) The Company shall pay all charges and expenses of the Exchange Agent.

Exchange of Certificates. (a) Prior At or prior to the mailing Effective Time, First Community shall (i) authorize the issuance of the Proxy Statement, IHK and shall appoint make available to a bank or trust company reasonably acceptable to First Community and the Minority Bank to act as paying exchange agent hereunder (the "“Exchange Agent") for the payment of the Merger Consideration. As of or promptly after the Effective Time”), IHK shall deposit the aggregate Merger Consideration with the Exchange Agent for the benefit of the holders of shares of Company Common Stock, Minority Bank Stock Certificates for exchange in accordance with this Article II. (b) As soon as practicable after the Effective Time, each holder of an outstanding certificate or certificates which prior thereto represented shares of Company Common Stock shall, upon surrender to the Exchange Agent of such certificate or certificates and acceptances thereof by the Exchange Agent, be entitled to a certificate or certificates representing the number of full shares of IHK Common Stock received as Stock Consideration and the Cash Consideration, if any, into which the number of shares of Company Common Stock previously represented by such certificate or certificates surrendered shall have been converted pursuant to this Agreement. The Exchange Agent shall accept such certificates upon compliance with such reasonable terms and conditions as the Exchange Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. After the Effective Time, there shall be no further transfer on the records of the Company or its transfer agent of certificates representing shares of Company Common Stock, and if such certificates are presented to the Surviving Corporation for transfer, they shall be canceled against delivery of cash and/or certificates for shares of IHK First Community Common Stock in accordance with this Agreement. If any certificate for such shares of IHK (the “First Community Stock Certificates”) to be issued pursuant to Section 2.1, to the extent First Community Common Stock is to be issued inin non-book entry form, and (ii) shall deposit with the Escrow Agent sufficient cash for payment of cash in lieu of any fractional shares of First Community Common Stock in accordance with Section 2.2. Such First Community Stock Certificates and cash are referred to in this Article II as the “Conversion Fund.” First Community shall be solely responsible for the payment of any fees and expenses of the Exchange Agent. (b) Within ten business days after the Closing Date, First Community shall cause the Exchange Agent to mail to each holder of record of one or if cash more certificates for shares of Minority Bank Common Stock (the “Minority Bank Stock Certificates”) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to Minority Bank Stock Certificates shall pass, only upon delivery of such certificates to the Exchange Agent) and instructions for use in effecting the surrender of the Minority Bank Stock Certificates pursuant to this Agreement. (c) Upon proper surrender of a Minority Bank Stock Certificate for exchange to the Exchange Agent, together with such properly completed letter of transmittal, duly executed, the holder of such Minority Bank Stock Certificate shall be entitled to receive in exchange therefor his or her portion of the Merger Consideration deliverable in respect of the shares of Minority Bank Common Stock represented by such Minority Bank Stock Certificate, and such Minority Bank Stock Certificate shall forthwith be canceled. No interest will be paid or accrued on the Merger Consideration deliverable upon surrender of a Minority Bank Stock Certificate. (d) If any First Community Stock Certificate is to be remitted to, issued in a name other than that in which the certificate for shares of Company Common Minority Bank Stock Certificate surrendered for in exchange therefor is registered, it shall be a condition of such exchange the issuance thereof that the certificate Minority Bank Stock Certificate so surrendered shall be properly endorsed, with signature guaranteed endorsed (or accompanied by an appropriate instrument of transfer) and otherwise in proper form for transfer transfer, and that the person requesting such exchange shall pay to the Surviving Corporation or its transfer agent Exchange Agent in advance any transfer or other taxes required by reason of the issuance of certificates for such shares of IHK Common a First Community Stock Certificate in a any name other than that of the registered holder of the certificate Minority Bank Stock Certificate surrendered, or required for any other reason, or shall establish to the satisfaction of the Surviving Corporation or its transfer agent Exchange Agent that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.10(b), each certificate for shares of Company Common Stock shall be deemed at any time after the Effective Time of the Merger to represent only the right to receive upon such surrender the Merger Consideration as contemplated by Section 2.06. (c) No dividends or other distributions with respect to shares of IHK Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered certificate for shares of Company Common Stock with respect to the shares of IHK Common Stock represented thereby and no cash payment in lieu of fractional shares of IHK Common Stock shall be paid to any such holder pursuant to Section 2.10(e) until the surrender of the certificate for shares of Company Common Stock with respect to the shares of IHK Common Stock represented thereby in accordance with this Article II. Subject to the effect of applicable laws, following surrender of any such certificates, these shall be paid to the holder of the certificate representing whole shares of IHK Common Stock issued in connection therewith, without interest (i) at the time of such surrender the amount of any cash payable in lieu of fractional shares to which such holder is entitled pursuant to Section 2.10(e) and the proportionate amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such shares of IHK Common Stock, and (ii) at the appropriate payment date, the proportionate 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 IHK Common Stock. (d) All cash paid upon the surrender for exchange of certificates representing shares of Company Common Stock in accordance with the terms of this Article II (including any cash paid pursuant to Section 2.10(e)) shall be deemed to have been issued (and paid) in full satisfaction of all rights pertaining to the shares of Company Common Stock exchanged for cash theretofore represented by such certificatespayable. (e) Notwithstanding any other provisions After the Effective Time, there shall be no transfers on the stock transfer books of this Agreement, each holder the Minority Bank of the shares of Company Minority Bank Common Stock after that were issued and outstanding immediately prior to the Effective Time who would otherwise have been entitled to receive as Stock Consideration a fraction of a share of IHK Common Stock (after taking into account all shares of Company Common Stock delivered by such holder) shall receive, in lieu thereof, a cash payment (without interest) equal to such fraction multiplied by the Cash ConsiderationTime. (f) Any portion of the Merger Consideration deposited with Conversion Fund that remains unclaimed by the Exchange Agent pursuant to this Section 2.10 (the "Exchange Fund") which remains undistributed to the holders stockholders of the certificates representing shares of Company Common Stock Minority Bank for six twelve months after the Effective Time shall be delivered paid to IHKFirst Community, and any holders or its successors in interest. Any stockholders of shares of Company Common Stock prior to the Effective Time Minority Bank who have not theretofore complied with this Article II shall thereafter look only to IHK First Community, or its successors in interest, for the issuance of certificates representing shares of First Community Common Stock and only as general creditors thereof for the payment of their claim for cash or in lieu of any fractional shares and any unpaid dividends and distributions on First Community Common Stock deliverable in respect of IHK each share of Minority Bank Common StockStock such stockholder holds as determined pursuant to this Agreement. Notwithstanding the foregoing, if any. (g) None none of Merger SubFirst Community, the Company, IHK or the Exchange Agent or any other person shall be liable to any person in respect former holder of any cash or any shares of IHK Minority Bank Common Stock from the Exchange Fund or outstanding Minority Bank equity awards, for any amount delivered in good faith to a public office official pursuant to any applicable abandoned property, escheat or similar law. If laws. (g) In the event any certificates representing shares of Company Common Minority Bank Stock Certificate shall not have been surrendered immediately prior lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Minority Bank Stock Certificate to be lost, stolen or destroyed and, if reasonably required by the date on which Surviving Bank, 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 Minority Bank Stock Certificate, the Exchange Agent will issue in exchange for such lost, stolen or destroyed Minority Bank Stock Certificate, and in accordance with Article II, the Per Share Merger Consideration and cash in lieu of any fractional shares deliverable in respect of such certificate would otherwise escheat thereof pursuant to or become the property of any Government Authority, any such Merger Consideration in respect of such certificate shall, as such time and 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 theretothis Agreement. (h) The Exchange Agent shall invest any cash included in the Exchange Fund, as directed by IHK, on a daily basis, provided that such investments shall be in obligations of the United States of America or obligations fully guaranteed as to principal and interest by the United States of America, any of which may be made through a repurchase agreement in commercially reasonable form with any bank No dividends or other financial institution having capital, surplus distributions declared with respect to First Community Common Stock and undivided profits payable to the holders of at least $500,000,000. Any interest and other income resulting from such investments record thereof after the Effective Time shall be paid to IHKthe holder of any unsurrendered Minority Bank Stock Certificate until the holder thereof shall surrender such Minority Bank Stock Certificate in accordance with this Article II. To Promptly after the extent that there are losses surrender of a Minority Bank Stock Certificate in accordance with this Article II, the record holder thereof shall be entitled to receive any such dividends or other distributions, without interest thereon, which theretofore had become payable with respect to shares of First Community Common Stock represented by such investmentsMinority Bank Stock Certificate. No holder of an unsurrendered Minority Bank Stock Certificate shall be entitled, or until the Exchange Fund diminishes for other reasons below surrender of such Minority Bank Stock Certificate, to vote the level required to make prompt payments shares of the Merger Consideration as contemplated hereby, IHK First Community Common Stock into which Minority Bank Common Stock shall promptly replace or restore the portion of the Exchange Fund lost through investments or other events so as to ensure that the Exchange Fund is, at all times, maintained at a level sufficient to make such paymentshave been converted. (i) The Company shall pay all charges and expenses of the Exchange Agent.

Exchange of Certificates. (a) Prior to the mailing of the Proxy Statement, IHK shall appoint a bank or trust company to act as paying agent (the "Exchange Agent") for the payment of the Merger Consideration. As of or promptly after After the Effective Time, IHK shall deposit the aggregate Merger Consideration with Time and pursuant to a customary letter of transmittal or other instructional form provided by the Exchange Agent for the benefit of the holders of shares of Company Common Stock, for exchange in accordance with this Article II. (b) As soon as practicable after the Effective Time, each holder of an outstanding certificate or certificates which prior thereto represented shares of Company Common Stock shall, upon surrender to the Exchange Agent of such certificate or certificates and acceptances thereof by RIDGEFIELD DEVELOPMENT CORPORATION Shareholders, the RIDGEFIELD DEVELOPMENT CORPORATION Shareholders shall be required to surrender all their RIDGEFIELD DEVELOPMENT CORPORATION Common stock to the Exchange Agent, and the RIDGEFIELD DEVELOPMENT CORPORATION Shareholders shall be entitled upon such surrender to a certificate or receive in exchange therefor certificates representing the number of full shares of IHK Common Stock received as Stock Consideration and the Cash Consideration, if any, Exchange Shares into which the number of shares of Company RIDGEFIELD DEVELOPMENT CORPORATION Common Stock previously stock theretofore represented by such certificate or certificates the stock transfer forms so surrendered shall have been converted exchanged pursuant to this Agreement. The Exchange Agent shall accept such certificates upon compliance with such reasonable terms and conditions as the Exchange Agent may impose Until so surrendered, each outstanding certificate, which, prior to effect an orderly exchange thereof in accordance with normal exchange practices. After the Effective Time, there shall be no further transfer on the records of the Company or its transfer agent of certificates representing shares of Company represented RIDGEFIELD DEVELOPMENT CORPORATION Common Stockstock, and if such certificates are presented to the Surviving Corporation for transfer, they shall be canceled against delivery of cash and/or certificates for shares of IHK Common Stock in accordance with this Agreement. If any certificate for such shares of IHK Common Stock is to be issued in, or if cash is to be remitted to, a name other than that in which the certificate for shares of Company Common Stock surrendered for exchange is registered, it shall be a condition of such exchange that the certificate so surrendered shall be properly endorsed, with signature guaranteed or otherwise in proper form for transfer and that the person requesting such exchange shall pay to the Surviving Corporation or its transfer agent any transfer or other taxes required by reason of the issuance of certificates for such shares of IHK Common Stock in a name other than that of the registered holder of the certificate surrendered, or establish to the satisfaction of the Surviving Corporation or its transfer agent that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.10(b), each certificate for shares of Company Common Stock shall be deemed at any time after for all corporate purpose, subject to the Effective Time further provisions of this Article I, to evidence the ownership of the Merger number of whole Stock Exchange Shares for which such RIDGEFIELD DEVELOPMENT CORPORATION Common stock have been so exchanged. No dividend payable to represent only the right holders of Stock Exchange Shares of record as of any Date subsequent to receive upon such surrender the Merger Consideration as contemplated by Section 2.06. (c) No dividends or other distributions with respect to shares of IHK Common Stock with a record date after the Effective Time shall be paid to the holder owner of any unsurrendered certificate for shares which, prior to the Effective Time, represented RIDGEFIELD DEVELOPMENT CORPORATION Common stock, until such certificate or certificates representing all the relevant RIDGEFIELD DEVELOPMENT CORPORATION Common stock, together with a stock transfer form, are surrendered as provided in this Article I or pursuant to letters of Company Common Stock transmittal or other instructions with respect to lost certificates provided by the shares of IHK Common Stock represented thereby and no cash payment in lieu of fractional shares of IHK Common Stock shall be paid to any such holder pursuant to Section 2.10(e) until the surrender of the certificate for shares of Company Common Stock with respect to the shares of IHK Common Stock represented thereby in accordance with this Article II. Subject to the effect of applicable laws, following surrender of any such certificates, these shall be paid to the holder of the certificate representing whole shares of IHK Common Stock issued in connection therewith, without interest (i) at the time of such surrender the amount of any cash payable in lieu of fractional shares to which such holder is entitled pursuant to Section 2.10(e) and the proportionate amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such shares of IHK Common Stock, and (ii) at the appropriate payment date, the proportionate 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 IHK Common StockExchange Agent. (db) All cash paid upon Stock Exchange Shares for which the surrender for exchange of certificates representing shares of Company RIDGEFIELD DEVELOPMENT CORPORATION Common Stock in accordance with the terms of stock shall have been exchanged pursuant to this Article II (including any cash paid pursuant to Section 2.10(e)) I shall be deemed to have been issued (and paid) in full satisfaction of all rights pertaining to the shares of Company RIDGEFIELD DEVELOPMENT CORPORATION Common Stock exchanged for cash theretofore represented by such certificatesstock. (ec) Notwithstanding any other provisions of this Agreement, each holder of shares of Company Common Stock after On the Effective Time who would otherwise have been entitled to receive as Stock Consideration a fraction Date, the stock transfer book of a share of IHK Common Stock (after taking into account all shares of Company Common Stock delivered by such holder) shall receive, in lieu thereof, a cash payment (without interest) equal to such fraction multiplied by the Cash Consideration. (f) Any portion of the Merger Consideration deposited with the Exchange Agent pursuant to this Section 2.10 (the "Exchange Fund") which remains undistributed to the holders of the certificates representing shares of Company Common Stock for six months after the Effective Time RIDGEFIELD DEVELOPMENT CORPORATION shall be delivered deemed to IHK, be closed and any holders no transfer of shares of Company RIDGEFIELD DEVELOPMENT CORPORATION Common Stock prior to the Effective Time who have not theretofore complied with this Article II stock shall thereafter look only to IHK and only as general creditors thereof for payment of their claim for cash or shares of IHK Common Stock, if anybe recorded thereon. (g) None of Merger Sub, the Company, IHK or the Exchange Agent shall be liable to any person in respect of any cash or any shares of IHK Common Stock from the Exchange Fund delivered to a public office pursuant to any applicable abandoned property, escheat or similar law. If any certificates representing shares of Company Common Stock shall not have been surrendered immediately prior to the date on which any Merger Consideration in respect of such certificate would otherwise escheat to or become the property of any Government Authority, any such Merger Consideration in respect of such certificate shall, as such time and 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 IHK, on a daily basis, provided that such investments shall be in obligations of the United States of America or obligations fully guaranteed as to principal and interest by the United States of America, any of which may be made through a repurchase agreement in commercially reasonable form with any bank or other financial institution having capital, surplus and undivided profits of at least $500,000,000. Any interest and other income resulting from such investments shall be paid to IHK. To the extent that there are losses with respect to such investments, or the Exchange Fund diminishes for other reasons below the level required to make prompt payments of the Merger Consideration as contemplated hereby, IHK shall promptly replace or restore the portion of the Exchange Fund lost through investments or other events so as to ensure that the Exchange Fund is, at all times, maintained at a level sufficient to make such payments. (i) The Company shall pay all charges and expenses of the Exchange Agent.

Exchange of Certificates. (a) Prior to the mailing of the Proxy Statement, IHK shall appoint a bank or trust company to act as paying agent (the "Exchange Agent") for the payment of the Merger Consideration. As of or promptly after the Effective Time, IHK Parent shall deposit the aggregate Merger Consideration deposit, or shall cause to be deposited, with the Exchange Agent Agent, for the benefit of the holders of shares of Company Common Stock, Stock and the holders of Company Preferred Stock for exchange in accordance with this Article II, through the Exchange Agent, certificates representing the shares of the Parent Common Stock issuable pursuant to Section 2.5 in exchange for outstanding shares of Company Common Stock and Company Preferred Stock. (b) As soon as reasonably practicable after the Effective Time, the Exchange Agent shall mail to each holder of an outstanding record of a certificate or certificates which immediately prior thereto to the Effective Time represented outstanding shares of Company Common Stock shallor Company Preferred Stock (the "Certificates") whose shares were converted into shares of Parent Common Stock pursuant to Section 2.5, (i) a letter of transmittal, in form and substance acceptable to Parent, which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent, and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Parent Common Stock. Upon surrender of a Certificate for cancellation to the Exchange Agent together with such letter of transmittal, duly executed, the holder of such certificate or certificates and acceptances thereof by the Exchange Agent, Certificate shall be entitled to receive in exchange therefor a certificate or certificates representing the that number of full shares of IHK Parent Common Stock received as Stock Consideration and which such holder has the Cash Consideration, if any, right to receive in respect of the Certificate surrendered pursuant to the provisions of this Article II (after taking into which the number of account all shares of Company Common Stock previously represented and Company Preferred Stock then held by such certificate or certificates holder), and the Certificate so surrendered shall have been converted pursuant to this Agreementforthwith be canceled. The Exchange Agent shall accept such certificates upon compliance with such reasonable terms and conditions as In the Exchange Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. After the Effective Time, there shall be no further event of a transfer on the records of the Company or its transfer agent of certificates representing shares of Company Common Stock, and if such certificates are presented to the Surviving Corporation for transfer, they shall be canceled against delivery of cash and/or certificates for shares of IHK Common Stock in accordance with this Agreement. If any certificate for such shares of IHK Common Stock is to be issued in, or if cash is to be remitted to, a name other than that in which the certificate for shares ownership of Company Common Stock surrendered for exchange which is registerednot registered in the transfer records of the Company, it shall a certificate representing the proper number of shares of Parent Common Stock may be issued to a condition of transferee if the Certificate representing such exchange that Company Common Stock is presented to the certificate so surrendered shall be properly endorsedExchange Agent, with signature guaranteed or otherwise accompanied by all documents, in proper form for and substance satisfactory to Parent, required to evidence and effect such transfer and by evidence that the person requesting such exchange shall pay to the Surviving Corporation or its any applicable stock transfer agent any transfer or other taxes required by reason of the issuance of certificates for such shares of IHK Common Stock in a name other than that of the registered holder of the certificate surrendered, or establish to the satisfaction of the Surviving Corporation or its transfer agent that such tax has have been paid or is not applicablepaid. Until surrendered as contemplated by this Section 2.10(b2.6(b), each certificate for shares of Company Common Stock Certificate shall be deemed at any time after the Effective Time of the Merger to represent only the right to receive upon such surrender the Merger Consideration certificate representing shares of Parent Common Stock and cash in lieu of any fractional shares of Parent Common Stock as contemplated by this Section 2.062.6. If any Certificate shall have been lost, stolen or destroyed, Parent shall issue a certificate representing Parent Common Stock with respect to such lost, stolen or destroyed Certificate in accordance with this Agreement upon delivery by the owner of such lost, stolen or destroyed Certificate to Parent of an appropriate affidavit as indemnity against any claim that may be made against Parent or the Surviving Corporation with respect to such Certificate. (c) No dividends or other distributions declared or made after the Effective Time with respect to shares of IHK Parent Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered certificate for shares of Company Common Stock Certificate with respect to the shares of IHK Parent Common Stock represented thereby thereby, and no cash payment in lieu of fractional shares of IHK Common Stock shall be paid to any such holder pursuant to Section 2.10(e2.6(e) until the such holder of such Certificate shall surrender of the certificate for shares of Company Common Stock with respect to the shares of IHK Common Stock represented thereby in accordance with such Certificate as contemplated by this Article IIAgreement. Subject to the effect of the applicable laws, laws following surrender of any such certificatesCertificate, these there shall be paid to the holder of the certificate representing whole shares of IHK Common Stock issued in connection therewith, Certificates without interest (i) at the time of such surrender surrender, the amount of any cash payable in lieu with respect to a fractional share of fractional shares Parent Common Stock to which such holder is entitled pursuant to Section 2.10(e2.6(e) and the proportionate amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such shares of IHK Common Stock, and (ii) at the appropriate payment date, the proportionate 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 IHK Parent Common Stock. (d) All cash paid shares of Parent Common Stock issued upon the surrender for exchange conversion of certificates representing shares of Company Common Stock and Company Preferred Stock in accordance with the terms of this Article II Agreement (including any cash paid pursuant to Section 2.10(e2.6(c) or 2.6(e)) shall be deemed to have been issued (and paid) in full satisfaction of all rights pertaining to the such shares of Company Common Stock exchanged for cash theretofore represented by such certificates. (e) Notwithstanding any other provisions of this Agreement, each holder of shares of Company Common Stock after the Effective Time who would otherwise have been entitled to receive as Stock Consideration a fraction of a share of IHK Common Stock (after taking into account all shares of Company Common Stock delivered by such holder) shall receive, in lieu thereof, a cash payment (without interest) equal to such fraction multiplied by the Cash Consideration. (f) Any portion of the Merger Consideration deposited with the Exchange Agent pursuant to this Section 2.10 (the "Exchange Fund") which remains undistributed to the holders of the certificates representing shares of Company Common Stock for six months after the Effective Time shall be delivered to IHK, and any holders of shares of Company Common Stock prior to the Effective Time who have not theretofore complied with this Article II shall thereafter look only to IHK and only as general creditors thereof for payment of their claim for cash or shares of IHK Common Stock, if any. (g) None of Merger Sub, the Company, IHK or the Exchange Agent shall be liable to any person in respect of any cash or any shares of IHK Common Stock from the Exchange Fund delivered to a public office pursuant to any applicable abandoned property, escheat or similar law. If any certificates representing shares of Company Common Stock shall not have been surrendered immediately prior to the date on which any Merger Consideration in respect of such certificate would otherwise escheat to or become the property of any Government Authority, any such Merger Consideration in respect of such certificate shall, as such time and 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 IHK, on a daily basis, provided that such investments shall be in obligations of the United States of America or obligations fully guaranteed as to principal and interest by the United States of America, any of which may be made through a repurchase agreement in commercially reasonable form with any bank or other financial institution having capital, surplus and undivided profits of at least $500,000,000. Any interest and other income resulting from such investments shall be paid to IHK. To the extent that there are losses with respect to such investments, or the Exchange Fund diminishes for other reasons below the level required to make prompt payments of the Merger Consideration as contemplated hereby, IHK shall promptly replace or restore the portion of the Exchange Fund lost through investments or other events so as to ensure that the Exchange Fund is, at all times, maintained at a level sufficient to make such payments. (i) The Company shall pay all charges and expenses of the Exchange Agent.Common

Exchange of Certificates. (a) Prior On or prior to the mailing of the Proxy StatementClosing Date, IHK Parent shall appoint a select American Stock Transfer & Trust Company or such other reputable bank or trust company reasonably acceptable to the Company to act as paying agent in the Merger (the "“Paying Agent”) and, in connection therewith, shall enter into an agreement with the Paying Agent in a form reasonably acceptable to the Company. Prior to the Effective Time, Parent shall deposit with the Paying Agent cash sufficient to make all payments pursuant to Section 1.5(a)(iii). The cash amounts so deposited with the Paying Agent are referred to collectively as the “Exchange Agent"Fund.” (b) for the payment of the Merger Consideration. As of or promptly as practicable (but in no event later than three Business Days) after the Effective Time, IHK the Surviving Corporation or Parent shall deposit cause the aggregate Merger Consideration with the Exchange Paying Agent for the benefit of the holders of shares of Company Common Stock, for exchange in accordance with this Article II. (b) As soon as practicable after the Effective Time, to mail to each holder of an outstanding certificate record of a Company Stock Certificate or certificates which prior thereto represented shares of Company Common Stock shall, upon surrender to the Exchange Agent of such certificate or certificates and acceptances thereof by the Exchange Agent, be entitled to a certificate or certificates representing the number of full shares of IHK Common Stock received as Stock Consideration and the Cash Consideration, if any, into which the number of shares of Company Common Stock previously non-certificated Shares represented by such certificate or certificates surrendered shall have been book-entry (“Book-Entry Shares”), in each case, which Shares were converted into the right to receive the Per Share Merger Consideration at the Effective Time pursuant to this Agreement. The Exchange : (i) a letter of transmittal, which shall be in customary form and specify that delivery shall be effected, and risk of loss and title to the Company Stock Certificates or Book-Entry Shares shall pass, only upon delivery of the Company Stock Certificates or transfer of Book-Entry Shares, as the case may be, to the Paying Agent, and shall otherwise be in such form and have such other provisions as Parent, the Company and the Paying Agent shall accept such certificates reasonably agree, acting reasonably; and (ii) instructions for use in effecting the surrender of the Company Stock Certificates or the transfer of Book-Entry Shares in exchange for payment of the Per Share Merger Consideration. (c) Upon the surrender of Company Stock Certificates or transfer of Book-Entry Shares for cancellation to the Paying Agent, and upon compliance with such reasonable terms delivery of a letter of transmittal, duly executed and conditions as the Exchange Agent may impose to effect an orderly exchange thereof in proper form in accordance with normal exchange practices. After the Effective Timeinstructions thereto, there and any other documents reasonably required by the Paying Agent, with respect to such Company Stock Certificates or an agent’s message in the case of a book entry transfer of Book-Entry Shares, the holder of such Company Stock Certificates or Book-Entry Shares shall be no further transfer on entitled to receive the records Per Share Merger Consideration for each Share formerly represented by such Company Stock Certificates and for each Book-Entry Share. Any Company Stock Certificates and Book-Entry Shares so surrendered shall forthwith be cancelled. If payment of the Company or its transfer agent of certificates representing shares of Company Common Stock, and if such certificates are presented to the Surviving Corporation for transfer, they shall be canceled against delivery of cash and/or certificates for shares of IHK Common Stock in accordance with this Agreement. If any certificate for such shares of IHK Common Stock Per Share Merger Consideration is to be issued in, or if cash is made to be remitted to, a name Person other than that the Person in which the certificate for shares of whose name any surrendered Company Common Stock surrendered for exchange Certificate is registered, it shall be a condition precedent of such exchange payment that the certificate Company Stock Certificate so surrendered shall be properly endorsed, with signature guaranteed endorsed or shall be otherwise in proper form for transfer and that shall be accompanied by all documents reasonably required to evidence and effect such transfer, and the person Person requesting such exchange payment shall pay to the Surviving Corporation or its transfer agent have paid any transfer or and other taxes similar Taxes required by reason of the issuance payment of certificates for such shares of IHK Common Stock in the Per Share Merger Consideration to a name Person other than that of the registered holder of the certificate surrendered, or establish Company Stock Certificate so surrendered and shall have established to the satisfaction of the Surviving Corporation or its transfer agent that such tax has Taxes either have been paid or is are not applicablerequired to be paid. Payment of the Per Share Merger Consideration with respect to Book-Entry Shares shall only be made to the Person in whose name such Book-Entry Shares are registered. Until surrendered or transferred (as applicable) as contemplated by this Section 2.10(b)hereby, each certificate for shares Company Stock Certificate or Book-Entry Share in respect of Company Common Stock Shares converted into the right to receive Per Share Merger Consideration pursuant to Section 1.5(a)(iii) shall be deemed deemed, from and at any time after the Effective Time of the Merger Time, to represent only the right to receive upon such surrender the Per Share Merger Consideration as contemplated by Section 2.06. (c) No dividends or other distributions with respect to shares of IHK Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered certificate for shares of Company Common Stock with respect to the shares of IHK Common Stock represented thereby and no cash payment in lieu of fractional shares of IHK Common Stock shall be paid to any such holder pursuant to Section 2.10(e) until the surrender of the certificate for shares of Company Common Stock with respect to the shares of IHK Common Stock represented thereby in accordance with this Article II. Subject to the effect of applicable laws, following surrender of any such certificates, these shall be paid to the holder of the certificate representing whole shares of IHK Common Stock issued in connection therewith, without interest (i) at the time of such surrender the amount of any cash payable in lieu of fractional shares to which such holder is entitled pursuant to Section 2.10(e) and the proportionate amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such shares of IHK Common Stock, and (ii) at the appropriate payment date, the proportionate 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 IHK Common StockAgreement. (d) All cash The Per Share Merger Consideration paid and issued upon the surrender for exchange or transfer (as applicable) of certificates representing shares of any Company Common Stock Certificate or Book-Entry Share in accordance with the terms of this Article II (including any cash paid pursuant to Section 2.10(e)) 1.8 shall be deemed to have been paid and issued (and paid) in full satisfaction of all rights pertaining to such Company Stock Certificate or Book-Entry Share and, in the shares case of a Company Common Stock exchanged for cash theretofore Certificate, the Shares formerly represented by such certificatesit. (e) Notwithstanding anything to the contrary contained in this Section 1.8, if any other provisions of this Agreement, each holder of shares of Company Common Stock after the Effective Time who would otherwise Certificate shall have been entitled lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Company Stock Certificate to receive as Stock Consideration a fraction be lost, stolen or destroyed and, if reasonably required by Parent or the Surviving Corporation (including if reasonably required by the Paying Agent) the posting by such Person of a share bond, in such reasonable amount as Parent may direct, as indemnity against any claim that may be made against it with respect to such Company Stock Certificate, the Paying Agent (or, if subsequent to the termination of IHK Common Stock (after taking into account all shares of Company Common Stock delivered by such holderthe Exchange Fund and subject to Section 1.8(h), Parent) shall receivedeliver, in lieu thereofexchange for such lost, a cash payment (without interest) equal to such fraction multiplied by stolen or destroyed Company Stock Certificate, the Cash ConsiderationPer Share Merger Consideration in accordance with Section 1.5. (f) Any portion of the Merger Consideration deposited with the Exchange Agent pursuant to this Section 2.10 (the "Exchange Fund") which Fund that remains undistributed to the holders of Shares as of the certificates representing shares one year anniversary of Company Common Stock for six months after the Effective Time Closing Date shall be delivered to IHKParent upon demand, and any holders of shares of Company Common Stock prior to the Effective Time Shares who have not theretofore complied surrendered their Shares in accordance with this Article II Section 1.8 shall thereafter look only to IHK and only as general creditors thereof Parent for payment satisfaction of their claim claims for cash or shares of IHK Common Stock, if any. (g) None of the Per Share Merger Sub, the Company, IHK or the Exchange Agent shall be liable to any person in respect of any cash or any shares of IHK Common Stock from the Exchange Fund delivered to a public office pursuant to any applicable abandoned property, escheat or similar lawConsideration. If any certificates representing shares of Company Common Stock shall not have been surrendered immediately prior to the date on Any amounts remaining unclaimed by such holders at such time at which any Merger Consideration in respect of such certificate amounts would otherwise escheat to or become the property of any Government AuthorityGovernmental Authority shall become, any such Merger Consideration in respect of such certificate shall, as such time and to the extent permitted by applicable lawLaw, become the property of the Surviving CorporationParent or its designee, free and clear of all claims or interest of any person Person previously entitled thereto. (hg) The Exchange Agent shall invest Each of the Paying Agent, Parent and the Surviving Corporation, and any cash included in the Exchange Fundof their agents or Affiliates, as directed by IHKapplicable, on a daily basis, provided that such investments shall be in obligations entitled to deduct and withhold from any amounts payable or otherwise deliverable pursuant to this Agreement such amounts as are required to be deducted or withheld under the Code or any provision of the United States of America state, local or obligations fully guaranteed as to principal and interest by the United States of America, foreign Tax Law or under any of which may be made through a repurchase agreement in commercially reasonable form with any bank or other financial institution having capital, surplus and undivided profits of at least $500,000,000. Any interest and other income resulting from such investments shall be paid to IHKapplicable Law. To the extent that there such amounts are losses so deducted or withheld and paid over to the appropriate Governmental Authority, 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. (h) Neither Parent nor the Surviving Corporation shall be liable to any holder or former holder of Shares or to any other Person with respect to such investmentsany cash amounts properly delivered to any public official pursuant to any applicable abandoned property Law, escheat Law or the Exchange Fund diminishes for other reasons below the level required to make prompt payments of the Merger Consideration as contemplated hereby, IHK shall promptly replace or restore the portion of the Exchange Fund lost through investments or other events so as to ensure that the Exchange Fund is, at all times, maintained at a level sufficient to make such paymentssimilar Law. (i) The Company shall pay all charges and expenses of the Exchange Agent.

Exchange of Certificates. (a) Prior to the mailing of the Proxy StatementMerger Effective Time, IHK Yuma or Yuma Delaware shall appoint a bank or trust company an agent, reasonably satisfactory to the Company, to act as paying exchange agent (the "“Exchange Agent"”) for the payment exchange of the Merger Consideration. As of or promptly after the Effective Time, IHK shall deposit the aggregate Merger Consideration with the Exchange Agent for the benefit of the holders of shares of Company Common Stock, for exchange in accordance with this Article II. (b) As soon as practicable after the Effective Time, each holder of an outstanding certificate or certificates which prior thereto represented shares of Company Common Stock shall, upon surrender to the Exchange Agent of such certificate or certificates and acceptances thereof by the Exchange Agent, be entitled to a certificate or stock certificates representing the number of full shares of IHK Common Stock received as Stock Merger Consideration and the Cash Consideration, if any, into which the number of shares of Company Common Stock previously represented by such certificate or certificates surrendered shall have been converted pursuant to this Agreement. The Exchange Agent shall accept such certificates upon compliance with such reasonable terms and conditions as the Exchange Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. After the Effective Time, there shall be no further transfer on the records of the Company or its transfer agent surrender of certificates representing shares of Company Common StockStock and Company Preferred Stock (the “Company Certificates”) or, and if with respect to uncertificated shares, such certificates are presented other evidence of ownership as the Exchange Agent or Yuma Delaware may reasonably request. At or prior to the Surviving Corporation Merger Effective Time, Yuma Delaware shall deposit or cause to be deposited with the Exchange Agent in trust for transfer, they shall be canceled against delivery the benefit of cash and/or the Company Stockholders (i) certificates for representing the shares of IHK Yuma Delaware Common Stock in accordance with this Agreement. If any certificate for such (or make appropriate alternative arrangements if uncertificated shares of IHK Yuma Delaware Common Stock is represented by a book entry will be issued) and (ii) certificates representing the shares of Yuma Delaware Series D Preferred Stock (or make appropriate alternative arrangements if uncertificated shares of Yuma Delaware Series D Preferred Stock represented by a book entry will be issued), sufficient, in each case, to be issued inexchange upon the surrender of Company Certificates, together with a properly completed form of letter of transmittal, as hereinafter provided. (b) Promptly after the Merger Effective Time, Yuma Delaware shall cause the Exchange Agent to mail to each individual, corporation, limited liability company, partnership, association, joint venture, unincorporated organization, trust, joint venture, association, or if cash is to be remitted toany other entity, including a Governmental Entity (each, a name other than that in which “Person”), who was a record holder as of the certificate for Merger Effective Time of shares of Company Common Stock or Company Preferred Stock, and whose shares were converted into the Merger Consideration pursuant to Section 2.06, a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Company Certificates shall pass, only upon proper delivery of the Company Certificates to the Exchange Agent, and which shall be in such form and shall have such other customary provisions as Yuma Delaware may reasonably specify) and instructions for use in effecting the surrender of the Company Certificates in exchange for stock certificates representing the Merger Consideration. Upon surrender to the Exchange Agent of a Company Certificate or, with respect to uncertificated shares of Company Common Stock or Company Preferred Stock, such other evidence of ownership as the Exchange Agent or Yuma Delaware may reasonably request, together with such letter of transmittal duly executed and such other documents as may be reasonably required by the Exchange Agent, the record holder of such shares of Company Common Stock or Company Preferred Stock shall receive, in exchange therefor, either (i) certificates representing the shares of Yuma Delaware Common Stock (or make appropriate alternative arrangements if uncertificated shares of Yuma Delaware Common Stock represented by a book entry will be issued) or (ii) certificates representing the shares of Yuma Delaware Series D Preferred Stock (or make appropriate alternative arrangements if uncertificated shares of Yuma Delaware Series D Preferred Stock represented by a book entry will be issued), as applicable, and such Company Certificate shall forthwith be canceled. If delivery of the Merger Consideration is to be made to a Person other than the Person in whose name the Company Certificate surrendered for exchange is registered, it shall be a condition of such exchange that the certificate Company Certificate so surrendered shall be properly endorsed, with signature guaranteed endorsed or otherwise be in proper form for transfer and that the person Person requesting such exchange shall pay to the Surviving Corporation or its transfer agent any transfer or other taxes Taxes required by reason of the issuance transfer or payment of certificates for such shares of IHK Common Stock in the Merger Consideration to a name Person other than that of the registered holder of the certificate surrendered, Company Certificate surrendered or establish to the satisfaction of the Surviving Corporation or its transfer agent Yuma Delaware that such tax Tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.10(b), each certificate for shares of Company Common Stock shall be deemed at any time after the Effective Time of the Merger to represent only the right to receive upon such surrender the Merger Consideration as contemplated by Section 2.06. (c) No dividends or other distributions with respect to shares of IHK Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered certificate for shares of Company Common Stock with respect to the shares of IHK Common Stock represented thereby and no cash payment in lieu of fractional shares of IHK Common Stock shall be paid to any such holder pursuant to Section 2.10(e) until the surrender of the certificate for shares of Company Common Stock with respect to the shares of IHK Common Stock represented thereby in accordance with this Article II. Subject to the effect of applicable laws, following surrender of any such certificates, these shall be paid to the holder of the certificate representing whole shares of IHK Common Stock issued in connection therewith, without interest (i) at the time of such surrender the amount of any cash payable in lieu of fractional shares to which such holder is entitled pursuant to Section 2.10(e) and the proportionate amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such shares of IHK Common Stock, and (ii) at the appropriate payment date, the proportionate 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 IHK Common Stock. (d) All cash paid upon the surrender for exchange of certificates representing shares of Company Common Stock in In accordance with the terms Bylaws of this Article II the Company, the Company (including any cash paid pursuant to Section 2.10(e)and the Surviving Company) shall be deemed entitled to have been issued (and paid) in full satisfaction treat the registered owner of all rights pertaining to of the shares of Company Common Stock exchanged or Company Preferred Stock as the owner thereof, and after the Merger Effective Time, as the owner of the Merger Consideration, for cash theretofore represented all purposes, until the Company Certificates representing such shares (and such Merger Consideration) have been surrendered by such certificatesthe registered owner thereof in accordance with the provisions of this Section 2.08 (other than Company Certificates representing Excluded Shares and other than Company Certificates representing Dissenting Shares). (ec) Notwithstanding any other provisions At the close of this Agreementbusiness on the day of the Merger Effective Time, each holder the stock ledger of the Company shall be closed. From and after the Merger Effective Time, there shall be no registration of transfers of shares of Company Common Stock or Company Preferred Stock which were outstanding immediately prior to the Merger Effective Time on the stock transfer books of the Surviving Company. From and after the Merger Effective Time who would otherwise have been entitled to receive as Stock Consideration a fraction of a share of IHK Common Stock (after taking into account all shares of Company Common Stock delivered by such holder) shall receiveTime, in lieu thereof, a cash payment (without interest) equal to such fraction multiplied by the Cash Consideration. (f) Any portion of the Merger Consideration deposited with the Exchange Agent pursuant to this Section 2.10 (the "Exchange Fund") which remains undistributed to the holders of the certificates representing shares of Company Common Stock for six months after the Effective Time shall be delivered to IHK, and any holders of shares of Company Common Stock and Company Preferred Stock outstanding immediately prior to the Merger Effective Time who shall cease to have not theretofore complied any rights with respect to such shares of Company Common Stock and Company Preferred Stock except as otherwise provided in this Agreement or by applicable Law, and instead shall be owners of the Merger Consideration. If, after the Merger Effective Time, Company Certificates are presented to Yuma Delaware or the Surviving Company for any reason, such Company Certificates shall be cancelled and exchanged as provided in this Article II II. (d) If any Company Certificate shall thereafter have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Company Certificate to be lost, stolen or destroyed and, if reasonably required by Yuma Delaware, the posting by such Person of a bond, in such reasonable amount as Yuma Delaware may direct, as indemnity against any claim that may be made against it with respect to such Company Certificate, the Exchange Agent will deliver, in exchange for such lost, stolen or destroyed Company Certificate, (i) certificates representing the shares of Yuma Delaware Common Stock (or make appropriate alternative arrangements if uncertificated shares of Yuma Delaware Common Stock represented by a book entry will be issued) or (ii) certificates representing the shares of Yuma Delaware Series D Preferred Stock (or make appropriate alternative arrangements if uncertificated shares of Yuma Delaware Series D Preferred Stock represented by a book entry will be issued), as applicable, as contemplated by this Article II. (e) If the aggregate number of shares of Yuma Delaware Common Stock or Yuma Delaware Series D Preferred Stock to which a Company Stockholder would otherwise be entitled under this Agreement would include a fractional share of Yuma Delaware Common Stock or Yuma Delaware Series D Preferred Stock, then the number of shares of Yuma Delaware Common Stock or Yuma Delaware Series D Preferred Stock that such Company Stockholder is entitled to receive will be (i) if equal to or greater than one-half (0.5), rounded up to the next whole applicable share, and (ii) if less than one-half (0.5), rounded down to the next whole applicable share, and such Company Stockholder will not receive cash or any other compensation in lieu of such fractional share of Yuma Delaware Common Stock or Yuma Delaware Series D Preferred Stock. (f) At any time after 180 days after the Merger Effective Time, Yuma Delaware shall be entitled to require the Exchange Agent to return certificates representing the Merger Consideration which had been deposited by Yuma or Yuma Delaware, as the case may be, with the Exchange Agent and not exchanged for Company Certificates. Thereafter, former holders of shares of Company Common Stock and Company Preferred Stock shall look only to IHK and only as general creditors thereof Yuma Delaware for payment of their claim stock certificates representing the Merger Consideration in exchange for cash or shares of IHK Common Stock, if any. (g) Company Certificates. None of Merger SubYuma Delaware, the Company, IHK the Surviving Company or the Exchange Agent shall be liable to any person holder of a share of Company Common Stock or Company Preferred Stock for any Merger Consideration delivered in respect of any cash or any shares such share of IHK Company Common Stock from the Exchange Fund delivered or Company Preferred Stock to a public office official pursuant to any applicable abandoned property, escheat or other similar law. If any certificates representing Law. (g) As required by applicable Law, Yuma Delaware and the Exchange Agent shall be entitled to deduct and withhold from the Merger Consideration otherwise payable to a holder of shares of Company Common Stock shall not have been surrendered immediately prior or Company Preferred Stock pursuant to this Agreement such amounts as may be required to be deducted and withheld with respect to the date on which making of such payment under the Code, or under any Merger Consideration provision of state, local or foreign Tax Law. To the extent amounts are so withheld and paid over to the appropriate taxing authority, the withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Person in respect of which such certificate would otherwise escheat to or become the property of any Government Authority, any such Merger Consideration in respect of such certificate shall, as such time deduction and 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 theretowithholding was made. (h) The Exchange Agent shall invest any cash included in If, between the Exchange Funddate of this Agreement and the Merger Effective Time, as directed by IHK, on a daily basis, provided that such investments the shares of Yuma Delaware Common Stock or Yuma Delaware Series D Preferred Stock shall be in obligations changed or proposed to be changed into a different number or class of shares by reason of the United States occurrence of America or obligations fully guaranteed as to principal and interest by the United States of America, any of which may be made through a repurchase agreement in commercially reasonable form with any bank or other financial institution having capital, surplus and undivided profits of at least $500,000,000. Any interest and other income resulting from such investments shall be paid to IHK. To the extent that there are losses record date with respect to any reclassification, recapitalization, split-up, combination, exchange of shares or similar readjustment, in any such investmentscase within such period, or the Exchange Fund diminishes for other reasons below the level required a stock dividend thereon shall be declared with a record date within such period, appropriate adjustments shall be made to make prompt payments of the Merger Consideration as contemplated hereby, IHK shall promptly replace or restore the portion of the Exchange Fund lost through investments or other events so as to ensure that the Exchange Fund is, at all times, maintained at a level sufficient to make such paymentsConsideration. (i) The Company shall pay all charges and expenses of the Exchange Agent.

Exchange of Certificates. (a) Prior to the mailing of the Proxy Statement, IHK shall appoint a bank or trust company to act as paying agent (the "Exchange Agent") for the payment of the Merger Consideration. As of or promptly Promptly after the Effective Time, IHK Terra Tech shall deposit mail to each holder of record of a certificate or certificates ("Certificates") that immediately prior to the aggregate Merger Consideration Effective Time represented outstanding Shares that were converted into the right to receive Payment Securities or cash in lieu of any fractional shares pursuant to this Agreement, (i) a letter of transmittal in customary form and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Payment Securities. Upon surrender of Certificates for cancellation to Terra Tech together with such letter of transmittal, duly completed and validly executed in accordance with the Exchange Agent for instructions thereto, and such other documents as may reasonably be required by Terra Tech (including any required Form W-9 or Form W-8), each holder of such Certificates shall be entitled to receive in exchange therefor (x) one or more certificates representing the benefit number of whole shares of Payment Securities (after aggregating all Certificates surrendered by such holder) to which such holder is entitled pursuant to this Agreement, less the holders number of shares of Company Common StockPayment Securities to be deposited into escrow pursuant to the Reorganization Agreement and (y) a check in the amount of dollars in lieu of fractional shares that such holder has the right to receive pursuant to this Merger Agreement, for exchange in accordance with this Article II. (b) As soon as practicable and the Certificates so surrendered shall forthwith be canceled. Until so surrendered, outstanding Certificates will be deemed, from and after the Effective Time, each holder of an outstanding certificate or certificates which prior thereto represented shares of Company Common Stock shallfor all corporate purposes, upon surrender to the Exchange Agent of such certificate or certificates and acceptances thereof by the Exchange Agent, be entitled to a certificate or certificates representing the number of full shares of IHK Common Stock received as Stock Consideration and the Cash Consideration, if any, into which the number of shares of Company Common Stock previously represented by such certificate or certificates surrendered shall have been converted pursuant to this Agreement. The Exchange Agent shall accept such certificates upon compliance with such reasonable terms and conditions as the Exchange Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. After the Effective Time, there shall be no further transfer on the records of the Company or its transfer agent of certificates representing shares of Company Common Stock, and if such certificates are presented to the Surviving Corporation for transfer, they shall be canceled against delivery of cash and/or certificates for shares of IHK Common Stock in accordance with this Agreement. If any certificate for such shares of IHK Common Stock is to be issued in, or if cash is to be remitted to, a name other than that in which the certificate for shares of Company Common Stock surrendered for exchange is registered, it shall be a condition of such exchange that the certificate so surrendered shall be properly endorsed, with signature guaranteed or otherwise in proper form for transfer and that the person requesting such exchange shall pay to the Surviving Corporation or its transfer agent any transfer or other taxes required by reason of the issuance of certificates for such shares of IHK Common Stock in a name other than that of the registered holder of the certificate surrendered, or establish to the satisfaction of the Surviving Corporation or its transfer agent that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.10(b), each certificate for shares of Company Common Stock shall be deemed at any time after the Effective Time of the Merger to represent evidence only the right to receive upon surrender thereof the number of whole shares of Payment Securities to which such surrender holder is entitled pursuant to this Agreement and an amount in cash in lieu of the Merger Consideration as contemplated issuance of any fractional shares. No interest will be paid or accrued on any cash payable in lieu of fractional shares of Payment Securities. In the event of a transfer of ownership of Shares that was not registered in the transfer records of Company, a certificate representing the proper number of shares of Payment Securities and cash payable in lieu of fractional shares may be issued to such transferee if the Certificate representing such Shares is presented to Terra Tech and is accompanied by Section 2.06all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer taxes have been paid. (cb) No dividends or other distributions declared or made after the date hereof with respect to shares of IHK Common Stock Payment Securities with a record date after the Effective Time shall will be paid to the holder any holders of any unsurrendered certificate for shares of Company Common Stock Certificates with respect to the shares of IHK Common Stock Payment Securities represented thereby and no cash payment in lieu until the holder of fractional shares record of IHK Common Stock shall be paid to any such holder pursuant to Section 2.10(e) until the Certificates shall surrender of the certificate for shares of Company Common Stock with respect to the shares of IHK Common Stock represented thereby in accordance with this Article IIsuch Certificates. Subject to the effect of applicable lawslaw, following surrender of any such certificatesCertificates, these Terra Tech shall be paid deliver to the holder of the certificate representing whole shares of IHK Common Stock issued in connection therewithrecord holders thereof, without interest interest, (i) at promptly after such surrender, the time of such surrender the amount of any cash payable in lieu of fractional shares to which such holder is entitled pursuant to Section 2.10(e) and the proportionate amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such the whole shares of IHK Common StockPayment Securities represented thereby, and (ii) at the appropriate payment date, the proportionate 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 occurring after surrender, payable with respect to such whole shares of IHK Common StockPayment Securities. (c) In the event that any Certificates shall have been lost, stolen or destroyed prior to the Closing Date, Terra Tech shall issue and pay in exchange for such lost, stolen or destroyed Certificates, upon the receipt of an affidavit of that fact by the holder thereof (reasonably satisfactory to Terra Tech) and such other documents as Terra Tech may reasonably require, certificates representing the shares of Payment Securities into which the Shares represented by such Certificates were converted pursuant to this Agreement, cash for fractional shares, if any, as may be required pursuant hereto, and any dividends or distributions payable pursuant to Section 3.03(b). (d) All cash paid upon the surrender for exchange of certificates representing shares of Company Common Stock Payment Securities, cash in lieu of fractional shares of Payment Securities and dividends or other distributions with respect to Payment Securities issued in accordance with the terms of this Article II (including any cash paid pursuant to Section 2.10(e)) hereof shall be deemed to have been issued (and paid) in full satisfaction of all rights pertaining to such Shares, and there shall be no further registration of transfers on the shares records of Company Common Stock exchanged for cash theretofore represented by such certificatesthe Surviving Corporation of Shares that were outstanding immediately prior to the Effective Time. (e) Notwithstanding any other provisions of this Agreement, each holder of shares of Company Common Stock after the Effective Time who would otherwise have been entitled to receive as Stock Consideration a fraction of a share of IHK Common Stock (after taking into account all shares of Company Common Stock delivered by such holder) shall receive, in lieu thereof, a cash payment (without interest) equal to such fraction multiplied by the Cash Consideration. (f) Any portion of the Merger Consideration deposited with the Exchange Agent pursuant to this Section 2.10 (the "Exchange Fund") which remains undistributed anything to the holders of the certificates representing shares of Company Common Stock for six months after the Effective Time shall be delivered to IHKcontrary herein, and any holders of shares of Company Common Stock prior to the Effective Time who have not theretofore complied with this Article II shall thereafter look only to IHK and only as general creditors thereof for payment of their claim for cash or shares of IHK Common Stockneither Terra Tech, if any. (g) None of Merger SubCompany, the Company, IHK or the Exchange Agent Surviving Corporation nor any party hereto shall be liable to a holder of Shares for any person in respect of any cash or any shares of IHK Common Stock from the Exchange Fund delivered amount properly paid to a public office official pursuant to any applicable abandoned property, escheat or similar law. If any certificates representing shares of Company Common Stock shall not have been surrendered immediately prior to the date on which any Merger Consideration in respect of such certificate would otherwise escheat to or become the property of any Government Authority, any such Merger Consideration in respect of such certificate shall, as such time and 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 IHK, on a daily basis, provided that such investments shall be in obligations of the United States of America or obligations fully guaranteed as to principal and interest by the United States of America, any of which may be made through a repurchase agreement in commercially reasonable form with any bank or other financial institution having capital, surplus and undivided profits of at least $500,000,000. Any interest and other income resulting from such investments shall be paid to IHK. To the extent that there are losses with respect to such investments, or the Exchange Fund diminishes for other reasons below the level required to make prompt payments of the Merger Consideration as contemplated hereby, IHK shall promptly replace or restore the portion of the Exchange Fund lost through investments or other events so as to ensure that the Exchange Fund is, at all times, maintained at a level sufficient to make such payments. (i) The Company shall pay all charges and expenses of the Exchange Agent.

Exchange of Certificates. (a) Prior to the mailing of the Proxy Statement, IHK shall appoint a bank or trust company to act As soon as paying agent (the "Exchange Agent") for the payment of the Merger Consideration. As of or promptly reasonably practicable after the Effective Time, IHK shall deposit the aggregate Merger Consideration with the Exchange Agent shall mail to each holder of record of a Certificate immediately prior to the Effective Time whose shares of Company Common Stock were converted into the right to receive shares of Acquiror Common Stock pursuant to Section 2.1 a customary form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent) containing instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon proper surrender of a Certificate for exchange and cancellation to the Exchange Agent, together with a letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration which such holder has the right to receive in respect of the shares of Company Common Stock formerly represented by such Certificate and such Certificate so surrendered shall forthwith be cancelled. No interest will be paid or accrued for the benefit of the holders of shares the Certificates on the Merger Consideration payable upon the surrender of the Certificates. Notwithstanding anything to the contrary contained in this Agreement, any holder of Company Common Stock, for exchange Stock that holds such shares in accordance with this book-entry form (rather than through a Certificate) shall not be required to deliver a Certificate or an executed letter of transmittal to the Exchange Agent in order to receive the Merger Consideration that such holder is entitled to receive pursuant to Article II. (b) As soon as practicable after the Effective Time, each holder of an outstanding certificate or certificates which prior thereto represented shares of Company Common Stock shall, upon surrender to the Exchange Agent of such certificate or certificates and acceptances thereof by the Exchange Agent, be entitled to a certificate or certificates representing the number of full shares of IHK Common Stock received as Stock Consideration and the Cash Consideration, if any, into which the number of shares of Company Common Stock previously represented by such certificate or certificates surrendered shall have been converted pursuant to this Agreement. The Exchange Agent shall accept such certificates upon compliance with such reasonable terms and conditions as the Exchange Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. After the Effective Time, there shall be no further transfer on the records of the Company or its transfer agent of certificates representing shares of Company Common Stock, and if such certificates are presented to the Surviving Corporation for transfer, they shall be canceled against delivery of cash and/or certificates for shares of IHK Common Stock in accordance with this Agreement. If any certificate for such shares of IHK Common Stock is to be issued in, or if cash is to be remitted to, a name other than that in which the certificate for shares of Company Common Stock surrendered for exchange is registered, it shall be a condition of such exchange that the certificate so surrendered shall be properly endorsed, with signature guaranteed or otherwise in proper form for transfer and that the person requesting such exchange shall pay to the Surviving Corporation or its transfer agent any transfer or other taxes required by reason of the issuance of certificates for such shares of IHK Common Stock in a name other than that of the registered holder of the certificate surrendered, or establish to the satisfaction of the Surviving Corporation or its transfer agent that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.10(b), each certificate for shares of Company Common Stock shall be deemed at any time after the Effective Time of the Merger to represent only the right to receive upon such surrender the Merger Consideration as contemplated by Section 2.06. (c) No dividends or other distributions with respect to shares of IHK Acquiror Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered certificate for shares of Company Common Stock Certificate with respect to the shares of IHK Acquiror Common Stock represented thereby that such holder would be entitled to receive upon surrender of such Certificate and no cash payment in lieu of fractional shares of IHK Common Stock shall be paid to any such holder pursuant to Section 2.10(e) 2.2 until the such holder shall surrender of the certificate for shares of Company Common Stock with respect to the shares of IHK Common Stock represented thereby such Certificate in accordance with this Article IIIII. Subject to After the effect of applicable laws, following surrender of a Certificate in accordance with this Article III, such holder thereof entitled to receive shares of Acquiror Common Stock shall be entitled to receive any such certificates, these shall be paid to the holder of the certificate representing whole shares of IHK Common Stock issued in connection therewith, without interest (i) at the time of such surrender the amount of any cash payable in lieu of fractional shares to which such holder is entitled pursuant to Section 2.10(e) and the proportionate amount of dividends or other distributions distributions, without any interest thereon, with a record date after the Effective Time and which theretofore paid with respect to such shares of IHK Common Stock, and (ii) at the appropriate payment date, the proportionate 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 had become payable with respect to whole Acquiror Common Stock issuable to such whole shares holder in respect of IHK Common Stocksuch Certificate. (c) If the payment of the Merger Consideration is to be made to a person other than the registered holder of the Certificate surrendered in exchange therefor, it shall be a condition of payment that the Certificate so surrendered shall be properly endorsed (or accompanied by an appropriate instrument of transfer) and otherwise in proper form for transfer, and that the person requesting such payment shall pay to the Exchange Agent in advance any applicable stock transfer or other Taxes or shall establish to the reasonable satisfaction of the Exchange Agent that such Taxes have been paid or are not payable. (d) All cash paid upon At and after the surrender for exchange of certificates representing shares of Company Common Stock in accordance with the terms of this Article II (including any cash paid pursuant to Section 2.10(e)) Effective Time, there shall be deemed to have been issued (and paid) in full satisfaction no transfers on the stock transfer books of all rights pertaining to the Company of the shares of Company Common Stock that were issued and outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates representing such shares are presented for transfer to the Exchange Agent, they shall be cancelled and exchanged for cash theretofore represented by such certificatesthe Merger Consideration as provided in this Article III. (e) Notwithstanding any other provisions of this Agreement, each holder of shares of Company Common Stock after the Effective Time who would otherwise have been entitled to receive as Stock Consideration a fraction of a share of IHK Common Stock (after taking into account all shares of Company Common Stock delivered by such holder) shall receive, in lieu thereof, a cash payment (without interest) equal to such fraction multiplied by the Cash Consideration. (f) Any portion of the Merger Consideration property deposited with the Exchange Agent pursuant to this Section 2.10 (3.1 that remains unclaimed by the "Exchange Fund") which remains undistributed to the holders stockholders of the certificates representing shares of Company Common Stock for six nine (9) months after the Effective Time shall be delivered paid, at the request of Acquiror, to IHK, and any holders or as directed by Acquiror. Any stockholders of shares of the Company Common Stock prior to the Effective Time who have not theretofore complied with this Article II III shall thereafter look only to IHK and only as general creditors thereof Acquiror for payment of their claim for the Merger Consideration (including cash or shares in lieu of IHK fractional shares) and unpaid dividends and distributions on the Acquiror Common StockStock deliverable in respect of each share of Company Common Stock held by such stockholder at the Effective Time as determined pursuant to this Agreement, if any. (g) None in each case, without any interest thereon. Notwithstanding anything to the contrary contained herein, none of Merger SubAcquiror, the Company, IHK or the Exchange Agent or any other person shall be liable to any person in respect former holder of any cash or any shares of IHK Company Common Stock from the Exchange Fund for any amount properly delivered to a public office official pursuant to any applicable abandoned property, escheat or similar law. If any certificates representing shares of Company Common Stock shall not have been surrendered immediately prior to the date on which any Merger Consideration in respect of such certificate would otherwise escheat to or become the property of any Government Authority, any such Merger Consideration in respect of such certificate shall, as such time and 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 theretoLaws. (hf) The Exchange Agent In the event any Certificate shall invest any cash included in have been lost, stolen or destroyed, upon the Exchange Fund, as directed by IHK, on a daily basis, provided making of an affidavit of that such investments shall be in obligations of the United States of America or obligations fully guaranteed as to principal and interest fact by the United States person claiming such Certificate to be lost, stolen or destroyed and, if required by Acquiror, the posting by such person of America, a bond in such amount as Acquiror or one of its Subsidiaries may determine is reasonably necessary as indemnity against any of which claim that may be made through a repurchase agreement in commercially reasonable form with any bank or other financial institution having capital, surplus and undivided profits of at least $500,000,000. Any interest and other income resulting from such investments shall be paid to IHK. To the extent that there are losses against it with respect to such investmentsCertificate, or the Exchange Fund diminishes Agent will issue in exchange for other reasons below the level required to make prompt payments of such lost, stolen or destroyed Certificate the Merger Consideration as contemplated hereby, IHK shall promptly replace or restore the portion of the Exchange Fund lost through investments or other events so as deliverable in respect thereof pursuant to ensure that the Exchange Fund is, at all times, maintained at a level sufficient to make such paymentsthis Agreement. (i) The Company shall pay all charges and expenses of the Exchange Agent.

Exchange of Certificates. Each outstanding certificate theretofore representing shares of Cyberfund common stock that are not Dissenting Shares (athe “Non-Dissenting Shares”) Prior shall be deemed for all purposes to represent the mailing number of whole shares of the Proxy Statement, IHK shall appoint a bank or trust company to act as paying agent (the "Exchange Agent") for the payment ROK common stock into which such Non-Dissenting Shares of Cyberfund common stock were converted in the Merger Considerationand the holder thereof shall not be required to surrender such certificate for a certificate issued by ROK. As of or promptly However, after the Effective Time, IHK shall deposit the aggregate Merger Consideration with the Exchange Agent for the benefit Date of the holders of shares of Company Common Stock, for exchange in accordance with this Article II. (b) As soon as practicable after the Effective TimeMerger, each holder of an outstanding certificate or certificates which prior thereto represented shares representing Non-Dissenting Shares of Company Common Cyberfund common stock may, at such stockholder’s option and sole discretion, surrender the same for cancellation to OTC Stock shallTransfer Co., upon surrender to as the Exchange Agent sole stock transfer and registrar of such certificate or certificates the Cyberfund common stock and acceptances thereof by as exchange agent therefor (the “Exchange Agent”), and each such holder shall be entitled to receive in exchange therefor a certificate or certificates representing the number of full shares of IHK Common Stock received the ROK common stock into which the surrendered shares were converted as Stock Consideration herein provided. The registered owner on the books and records of ROK or the Cash ConsiderationExchange Agent of any such outstanding certificate representing Non-Dissenting Shares of Cyberfund common stock shall, until such certificate shall have been surrendered for transfer or conversion or otherwise accounted for to the Surviving Corporation or the Exchange Agent, have and be entitled to exercise any voting and other rights with respect to and to receive dividends and other distributions upon the shares of common stock of the Surviving Corporation represented by such outstanding certificate as provided above. Each certificate representing common stock of the Surviving Corporation so issued in the Merger shall bear the same legends, if any, into which with respect to the number of shares of Company Common Stock previously represented by such certificate or certificates surrendered shall have been converted pursuant to this Agreement. The Exchange Agent shall accept such certificates upon compliance with such reasonable terms and conditions restrictions on transferability as the Exchange Agent may impose to effect an orderly certificates of Cyberfund so converted and given in exchange thereof in accordance with normal exchange practices. After therefor, unless otherwise determined by the Effective Time, there shall be no further transfer on the records Board of the Company or its transfer agent Directors of certificates representing shares of Company Common Stock, and if such certificates are presented to the Surviving Corporation for transfer, they shall be canceled against delivery of cash and/or certificates for shares of IHK Common Stock in accordance compliance with this Agreementapplicable laws. If any certificate for such shares of IHK Common Stock ROK stock is to be issued in, or if cash is to be remitted to, in a name other than that in which the certificate for shares of Company Common Stock surrendered for in exchange therefor is registered, it shall be a condition of such exchange issuance thereof that the certificate so surrendered shall be properly endorsed, with signature guaranteed or endorsed and otherwise in proper form for transfer, that such transfer otherwise be proper and that the person requesting such exchange shall transfer pay to the Surviving Corporation or its transfer agent Exchange Agent any transfer or other taxes required payable by reason of the issuance of certificates for such shares of IHK Common Stock new certificate in a name other than that of the registered holder of the certificate surrendered, surrendered or establish to the satisfaction of the Surviving Corporation or its transfer agent ROK that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.10(b), each certificate for shares of Company Common Stock shall be deemed at any time after the Effective Time of the Merger to represent only the right to receive upon such surrender the Merger Consideration as contemplated by Section 2.06payable. (c) No dividends or other distributions with respect to shares of IHK Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered certificate for shares of Company Common Stock with respect to the shares of IHK Common Stock represented thereby and no cash payment in lieu of fractional shares of IHK Common Stock shall be paid to any such holder pursuant to Section 2.10(e) until the surrender of the certificate for shares of Company Common Stock with respect to the shares of IHK Common Stock represented thereby in accordance with this Article II. Subject to the effect of applicable laws, following surrender of any such certificates, these shall be paid to the holder of the certificate representing whole shares of IHK Common Stock issued in connection therewith, without interest (i) at the time of such surrender the amount of any cash payable in lieu of fractional shares to which such holder is entitled pursuant to Section 2.10(e) and the proportionate amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such shares of IHK Common Stock, and (ii) at the appropriate payment date, the proportionate 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 IHK Common Stock. (d) All cash paid upon the surrender for exchange of certificates representing shares of Company Common Stock in accordance with the terms of this Article II (including any cash paid pursuant to Section 2.10(e)) shall be deemed to have been issued (and paid) in full satisfaction of all rights pertaining to the shares of Company Common Stock exchanged for cash theretofore represented by such certificates. (e) Notwithstanding any other provisions of this Agreement, each holder of shares of Company Common Stock after the Effective Time who would otherwise have been entitled to receive as Stock Consideration a fraction of a share of IHK Common Stock (after taking into account all shares of Company Common Stock delivered by such holder) shall receive, in lieu thereof, a cash payment (without interest) equal to such fraction multiplied by the Cash Consideration. (f) Any portion of the Merger Consideration deposited with the Exchange Agent pursuant to this Section 2.10 (the "Exchange Fund") which remains undistributed to the holders of the certificates representing shares of Company Common Stock for six months after the Effective Time shall be delivered to IHK, and any holders of shares of Company Common Stock prior to the Effective Time who have not theretofore complied with this Article II shall thereafter look only to IHK and only as general creditors thereof for payment of their claim for cash or shares of IHK Common Stock, if any. (g) None of Merger Sub, the Company, IHK or the Exchange Agent shall be liable to any person in respect of any cash or any shares of IHK Common Stock from the Exchange Fund delivered to a public office pursuant to any applicable abandoned property, escheat or similar law. If any certificates representing shares of Company Common Stock shall not have been surrendered immediately prior to the date on which any Merger Consideration in respect of such certificate would otherwise escheat to or become the property of any Government Authority, any such Merger Consideration in respect of such certificate shall, as such time and 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 IHK, on a daily basis, provided that such investments shall be in obligations of the United States of America or obligations fully guaranteed as to principal and interest by the United States of America, any of which may be made through a repurchase agreement in commercially reasonable form with any bank or other financial institution having capital, surplus and undivided profits of at least $500,000,000. Any interest and other income resulting from such investments shall be paid to IHK. To the extent that there are losses with respect to such investments, or the Exchange Fund diminishes for other reasons below the level required to make prompt payments of the Merger Consideration as contemplated hereby, IHK shall promptly replace or restore the portion of the Exchange Fund lost through investments or other events so as to ensure that the Exchange Fund is, at all times, maintained at a level sufficient to make such payments. (i) The Company shall pay all charges and expenses of the Exchange Agent.

Exchange of Certificates. (a) Prior to the mailing of the Proxy Statement, IHK shall appoint a bank or trust company to act as paying agent (the "Exchange Agent") for the payment of the Merger Consideration. As of or promptly after the Effective Time, IHK shall deposit the aggregate Merger Consideration with the Exchange Agent for the benefit of the holders of shares of Company Common Stock, for exchange in accordance with this Article II. (b) As soon as practicable after the Effective Time, and in no event later than five (5) business days thereafter, the Exchange Agent shall mail to each holder of an outstanding certificate record of a Certificate or certificates Certificates at the Effective Time a form letter of transmittal (which prior thereto represented shares shall be in such form and have such provisions as the Buyer may reasonably specify and which shall specify that delivery shall be effected, and risk of Company Common Stock shallloss and title to the Certificate shall pass, only upon surrender delivery of the Certificate to the Exchange Agent Agent) and instructions for use in effecting the surrender of such certificate or certificates and acceptances thereof by the Exchange Agent, be entitled to a certificate or certificates representing Certificate in exchange for the number of full shares of IHK Common Stock received as Stock Merger Consideration and the Cash Consideration, if any, into which the number of shares of Company Seller Common Stock previously represented by such certificate Certificate or certificates surrendered Certificates shall have been converted pursuant to this Agreement. The Exchange Agent shall accept such certificates upon compliance with such reasonable terms . (b) Upon surrender of a Certificate for exchange and conditions as cancellation to the Exchange Agent may impose to effect an orderly exchange thereof in accordance Agent, together with normal exchange practices. After a duly executed letter of transmittal, the Effective Time, there holder of such Certificate shall be no further transfer on the records entitled to receive in exchange therefor (x) a certificate representing that number of the Company or its transfer agent of certificates representing whole shares of Company Buyer Common Stock to which such holder of Seller Common Stock shall have become entitled pursuant to the provisions of Articles I and II hereof and (y) a check representing the amount of cash and unpaid dividends and distributions on Buyer Common Stock, and if any, which such certificates are presented holder has the right to receive in respect of the Certificate surrendered pursuant to the Surviving Corporation provisions of Articles I and II hereof, and the Certificate so surrendered shall forthwith be canceled. No interest will be paid or accrued to or for transferthe benefit of holders of Certificates on such cash and unpaid dividends and distributions on Buyer Common Stock, they if any. (c) No dividends or other distributions declared after the Effective Time with respect to Buyer Common Stock and payable to the holders of record thereof shall be canceled against delivery paid to the holder of cash and/or certificates for shares of IHK Common Stock any unsurrendered Certificate until the holder thereof shall surrender such Certificate in accordance with this AgreementArticle II. After the surrender of a Certificate in accordance with this Article II, the record holder thereof shall be entitled to receive any such dividends or other distributions, without any interest thereon, which theretofore had become payable with respect to the shares of Buyer Common Stock represented by such Certificate. No holder of an unsurrendered Certificate shall be entitled, until the surrender of such Certificate, to vote the shares of Buyer Common Stock into which his Seller Common Stock shall have been converted. (d) If any certificate for such representing shares of IHK Buyer Common Stock is to be issued in, or if cash is to be remitted to, in a name other than that in which the certificate for shares of Company Common Stock Certificate surrendered for in exchange therefor is registered, it shall be a condition of such exchange the issuance thereof that the certificate Certificate so surrendered shall be properly endorsed, with signature guaranteed endorsed (or accompanied by an appropriate instrument of transfer) and otherwise in proper form for transfer transfer, and that the person requesting such exchange shall pay to the Surviving Corporation or its transfer agent Exchange Agent in advance any transfer or other taxes required by reason of the issuance of certificates for such a certificate representing shares of IHK Buyer Common Stock in a any name other than that of the registered holder of the certificate Certificate surrendered, or required for any other reason, or shall establish to the satisfaction of the Surviving Corporation or its transfer agent Exchange Agent that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.10(b)payable. (e) After the Effective Time, each certificate for there shall be no transfers on the stock transfer books of the Seller of the shares of Company Seller Common Stock which were issued and outstanding immediately prior to the Effective Time. From and after the Effective Time, the holders of shares of Seller Common Stock outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such shares except as otherwise provided herein or by applicable law. If, after the Effective Time, Certificates representing such shares are presented for transfer to the Exchange Agent, they shall be canceled and exchanged for the Merger Consideration as provided in this Article II. (f) Notwithstanding anything to the contrary contained herein, no certificates or scrip representing fractional shares of Buyer Common Stock shall be deemed at issued upon the surrender for exchange of Certificates, no dividend or distribution with respect to Buyer Common Stock shall be payable, on or with respect to any time after fractional share, and such fractional share interests shall not entitle the Effective Time owner thereof to vote or to any other rights of a stockholder of the Merger Seller. In lieu of the issuance of any such fractional share, the Buyer shall pay to represent only each former stockholder of the right Seller who otherwise would be entitled to receive upon a fractional share of Buyer Common Stock an amount in cash determined by multiplying (i) the Average Buyer Common Stock Price by (ii) the fraction of a share of Buyer Common Stock to which such surrender the Merger Consideration as contemplated by holder would otherwise be entitled to receive pursuant to Section 2.061.05 hereof. (cg) No dividends or other distributions with respect to shares Any portion of IHK the Exchange Fund (including the proceeds of any investments thereof and any Buyer Common Stock with a record date Stock) that remains unclaimed by the stockholders of the Seller for six (6) months after the Effective Time shall be paid to the holder of any unsurrendered certificate for shares of Company Common Stock with respect to the shares of IHK Common Stock represented thereby and no cash payment in lieu of fractional shares of IHK Common Stock shall be paid to any such holder pursuant to Section 2.10(e) until the surrender Buyer. Any stockholders of the certificate for shares of Company Common Stock with respect to the shares of IHK Common Stock represented thereby in accordance with this Article II. Subject to the effect of applicable laws, following surrender of any such certificates, these shall be paid to the holder of the certificate representing whole shares of IHK Common Stock issued in connection therewith, without interest (i) at the time of such surrender the amount of any cash payable in lieu of fractional shares to which such holder is entitled pursuant to Section 2.10(e) and the proportionate amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such shares of IHK Common Stock, and (ii) at the appropriate payment date, the proportionate 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 IHK Common Stock. (d) All cash paid upon the surrender for exchange of certificates representing shares of Company Common Stock in accordance with the terms of this Article II (including any cash paid pursuant to Section 2.10(e)) shall be deemed to have been issued (and paid) in full satisfaction of all rights pertaining to the shares of Company Common Stock exchanged for cash theretofore represented by such certificates. (e) Notwithstanding any other provisions of this Agreement, each holder of shares of Company Common Stock after the Effective Time who would otherwise have been entitled to receive as Stock Consideration a fraction of a share of IHK Common Stock (after taking into account all shares of Company Common Stock delivered by such holder) shall receive, in lieu thereof, a cash payment (without interest) equal to such fraction multiplied by the Cash Consideration. (f) Any portion of the Merger Consideration deposited with the Exchange Agent pursuant to this Section 2.10 (the "Exchange Fund") which remains undistributed to the holders of the certificates representing shares of Company Common Stock for six months after the Effective Time shall be delivered to IHK, and any holders of shares of Company Common Stock prior to the Effective Time Seller who have not theretofore complied with this Article II shall thereafter look only to IHK and only as general creditors thereof the Buyer for payment of their claim for cash or the shares of IHK Buyer Common Stock, if any. (g) None cash and unpaid dividends and distributions on Buyer Common Stock deliverable in respect of Merger Subeach share of Seller Common Stock such stockholder holds as determined pursuant to this Agreement, in each case without any interest thereon. Notwithstanding the foregoing, none of the Buyer, the CompanySeller, IHK or the Exchange Agent nor any other person shall be liable to any person in respect former holder of any cash or any shares of IHK Seller Common Stock from the Exchange Fund for any amount properly delivered to a public office official pursuant to any applicable abandoned property, escheat or similar law. If any certificates representing shares of Company Common Stock shall not have been surrendered immediately prior to the date on which any Merger Consideration in respect of such certificate would otherwise escheat to or become the property of any Government Authority, any such Merger Consideration in respect of such certificate shall, as such time and 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 theretolaws. (h) The Exchange Agent In the event any Certificate shall invest any cash included in have been lost, stolen or destroyed, upon the Exchange Fund, as directed by IHK, on a daily basis, provided making of an affidavit of that such investments shall be in obligations of the United States of America or obligations fully guaranteed as to principal and interest fact by the United States person claiming such Certificate to be lost, stolen or destroyed and, if required by the Buyer, upon the posting by such person of America, a bond in such amount as the Buyer may direct as indemnity against any of which claim that may be made through a repurchase agreement in commercially reasonable form with any bank or other financial institution having capital, surplus and undivided profits of at least $500,000,000. Any interest and other income resulting from such investments shall be paid to IHK. To the extent that there are losses against it with respect to such investmentsCertificate, or the Exchange Fund diminishes Agent will issue in exchange for other reasons below such lost, stolen or destroyed Certificate, the level required shares of Buyer Common Stock and cash (including, if applicable, unpaid dividends and distributions on Buyer Common Stock) deliverable in respect thereof pursuant to make prompt payments of the Merger Consideration as contemplated hereby, IHK shall promptly replace or restore the portion of the Exchange Fund lost through investments or other events so as to ensure that the Exchange Fund is, at all times, maintained at a level sufficient to make such paymentsthis Agreement. (i) The Company shall pay all charges and expenses of the Exchange Agent.

Exchange of Certificates. (a) Prior to the mailing of the Proxy Statement, IHK shall appoint a bank or trust company to act as paying agent (the "Exchange Agent") for the payment of the Merger Consideration. As of or promptly after the Effective Time, IHK shall deposit the aggregate Merger Consideration with the Exchange Agent for the benefit of the holders of shares of Company Common Stock, for exchange in accordance with this Article II. (b) As soon as practicable after the Effective Time, and in no event later than ten (10) business days thereafter, the Surviving Corporation shall cause the Exchange Agent to mail to each holder of an outstanding certificate record of one or certificates which prior thereto represented shares of Company more OSB Common Stock shallCertificates a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the OSB Common Stock Certificates shall pass, only upon surrender delivery of the OSB Common Stock Certificates to the Exchange Agent Agent) and instructions for use in effecting the surrender of such certificate or certificates and acceptances thereof by the Exchange Agent, be entitled to a certificate or certificates representing the number of full shares of IHK OSB Common Stock received as Certificates in exchange for FCB Common Stock Consideration Certificates and the Cash Consideration, if any, any cash in lieu of fractional shares into which the number of shares of Company OSB Common Stock previously represented by such certificate OSB Common Stock Certificate or certificates surrendered Certificates shall have been converted pursuant to this AgreementAgreement and the Plan of Merger. The Upon proper surrender of an OSB Common Stock Certificate for exchange and cancellation to the Exchange Agent shall accept such certificates upon compliance Agent, together with such reasonable terms and conditions as properly completed letter of transmittal, duly executed, the Exchange Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. After the Effective Time, there holder of such OSB Common Stock Certificate shall be no further transfer on the records entitled to receive in exchange therefor, as applicable, (i) a FCB Common Stock Certificate representing that number of the Company or its transfer agent of certificates representing whole shares of Company FCB Common StockStock to which such holder of OSB Common Stock shall have become entitled pursuant to the provisions of Section 1.4 hereof, and if (ii) a check representing the amount of any cash in lieu of fractional shares that such certificates are presented holder has the right to the Surviving Corporation for transfer, they shall be canceled against delivery receive in respect of cash and/or certificates for shares of IHK such OSB Common Stock Certificate, and the OSB Common Stock Certificate so surrendered shall forthwith be canceled. No interest will be paid or accrued on any cash in accordance with this Agreement. lieu of fractional shares payable to holders of OSB Common Stock Certificates. (b) If any certificate for such shares of IHK FCB Common Stock Certificate is to be issued in, or if cash is to be remitted to, in a name other than that in which the certificate for shares of Company OSB Common Stock Certificate surrendered for in exchange therefor is registered, it shall be a condition of such exchange the issuance thereof that the certificate OSB Common Stock Certificate so surrendered shall be properly endorsed, with signature guaranteed endorsed (or accompanied by an appropriate instrument of transfer) and otherwise in proper form for transfer transfer, and that the person requesting such exchange shall pay to the Surviving Corporation or its transfer agent Exchange Agent in advance any transfer or other taxes required by reason of the issuance of certificates for such shares of IHK an FCB Common Stock Certificate in a any name other than that of the registered holder of the certificate OSB Common Stock Certificate surrendered, or required for any other reason, or shall establish to the satisfaction of the Surviving Corporation or its transfer agent Exchange Agent that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.10(b), each certificate for shares of Company Common Stock shall be deemed at any time after the Effective Time of the Merger to represent only the right to receive upon such surrender the Merger Consideration as contemplated by Section 2.06payable. (c) No dividends After the Effective Time, there shall be no transfers on the stock transfer books of OSB of the shares of OSB Common Stock which were issued and outstanding immediately prior to the Effective Time. If, after the Effective Time, OSB Common Stock Certificates are presented for transfer to the Exchange Agent, they shall be canceled and exchanged for FCB Common Stock Certificates representing shares of FCB Common Stock as provided in this Article II. (d) Notwithstanding anything to the contrary contained herein, no certificates or other distributions scrip representing fractional shares of FCB Common Stock shall be issued upon the surrender for exchange of OSB Common Stock Certificates, no dividend or distribution with respect to shares of IHK FCB Common Stock shall be payable on or with respect to any fractional share, and such fractional share interests shall not entitle the owner thereof to vote or to any other rights of a record date shareholder of the Surviving Corporation. In lieu of the issuance of any such fractional share, the Surviving Corporation shall pay to each former shareholder of OSB who otherwise would be entitled to receive such fractional share an amount in cash determined by multiplying (i) the average of the last sales price for FCB Common Stock as reported on The Nasdaq Stock Market for the twenty (20) trading days immediately preceding the fifth trading day prior to the Closing Date by (ii) the fraction of a share (rounded to the nearest tenth when expressed as an Arabic number) of FCB Common Stock to which such holder would otherwise be entitled to receive pursuant to Section 1.4. (e) Any portion of the Conversion Fund that remains unclaimed by the shareholders of OSB for twelve (12) months after the Effective Time shall be paid to the holder Surviving Corporation. Any shareholders of any unsurrendered certificate for shares of Company Common Stock with respect to the shares of IHK Common Stock represented thereby and no cash payment in lieu of fractional shares of IHK Common Stock shall be paid to any such holder pursuant to Section 2.10(e) until the surrender of the certificate for shares of Company Common Stock with respect to the shares of IHK Common Stock represented thereby in accordance with this Article II. Subject to the effect of applicable laws, following surrender of any such certificates, these shall be paid to the holder of the certificate representing whole shares of IHK Common Stock issued in connection therewith, without interest (i) at the time of such surrender the amount of any cash payable in lieu of fractional shares to which such holder is entitled pursuant to Section 2.10(e) and the proportionate amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such shares of IHK Common Stock, and (ii) at the appropriate payment date, the proportionate 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 IHK Common Stock. (d) All cash paid upon the surrender for exchange of certificates representing shares of Company Common Stock in accordance with the terms of this Article II (including any cash paid pursuant to Section 2.10(e)) shall be deemed to have been issued (and paid) in full satisfaction of all rights pertaining to the shares of Company Common Stock exchanged for cash theretofore represented by such certificates. (e) Notwithstanding any other provisions of this Agreement, each holder of shares of Company Common Stock after the Effective Time who would otherwise have been entitled to receive as Stock Consideration a fraction of a share of IHK Common Stock (after taking into account all shares of Company Common Stock delivered by such holder) shall receive, in lieu thereof, a cash payment (without interest) equal to such fraction multiplied by the Cash Consideration. (f) Any portion of the Merger Consideration deposited with the Exchange Agent pursuant to this Section 2.10 (the "Exchange Fund") which remains undistributed to the holders of the certificates representing shares of Company Common Stock for six months after the Effective Time shall be delivered to IHK, and any holders of shares of Company Common Stock prior to the Effective Time OSB who have not theretofore complied with this Article II shall thereafter look only to IHK the Surviving Corporation for the issuance of certificates representing shares of FCB Common Stock and only as general creditors thereof for the payment of their claim for cash or in lieu of any fractional shares and any unpaid dividends and distributions on the FCB Common Stock deliverable in respect of IHK each share of OSB Common StockStock such shareholder holds as determined pursuant to this Agreement and the Plan of Merger, if any. (g) None in each case, without any interest thereon. Notwithstanding the foregoing, none of Merger SubFCB, the CompanyOSB, IHK or the Exchange Agent or any other person shall be liable to any person in respect former holder of any cash or any shares of IHK OSB Common Stock from the Exchange Fund Stock, for any amount delivered in good faith to a public office official pursuant to any applicable abandoned property, escheat or similar law. If laws. (f) In the event any certificates representing shares of Company OSB Common Stock Certificate shall not have been surrendered immediately prior lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such OSB Common Stock Certificate to the date on which any Merger Consideration in respect of such certificate would otherwise escheat to be lost, stolen or become the property of any Government Authoritydestroyed and, any such Merger Consideration in respect of such certificate shall, as such time and to the extent permitted if reasonably required by applicable law, become the property of the Surviving Corporation, free and clear the posting by such person of all claims or interest of any person previously entitled thereto. (h) The a bond in such amount as the Exchange Agent shall invest may determine is reasonably necessary as indemnity against any cash included in the Exchange Fund, as directed by IHK, on a daily basis, provided claim that such investments shall be in obligations of the United States of America or obligations fully guaranteed as to principal and interest by the United States of America, any of which may be made through a repurchase agreement in commercially reasonable form with any bank or other financial institution having capital, surplus and undivided profits of at least $500,000,000. Any interest and other income resulting from such investments shall be paid to IHK. To the extent that there are losses against it with respect to such investmentsOSB Common Stock Certificate, or the Exchange Fund diminishes Agent will issue in exchange for other reasons below such lost, stolen or destroyed OSB Common Stock Certificate an FCB Common Stock Certificate representing the level required shares of FCB Common Stock and any cash in lieu of fractional shares deliverable in respect thereof pursuant to make prompt payments this Agreement and the Plan of the Merger Consideration as contemplated hereby, IHK shall promptly replace or restore the portion of the Exchange Fund lost through investments or other events so as to ensure that the Exchange Fund is, at all times, maintained at a level sufficient to make such paymentsMerger. (i) The Company shall pay all charges and expenses of the Exchange Agent.

Exchange of Certificates. Representing Company Preferred Shares -------------------------------------------------------------- and Company Common Shares. ------------------------- (a) Prior As of the Effective Date, Purchaser shall deposit, or shall cause to be deposited, with an exchange agent selected by Purchaser on or prior to the mailing of the Proxy Statement, IHK shall appoint a bank or trust company to act as paying agent Effective Date (the "Exchange Agent") for the payment of the Merger Consideration. As of or promptly after the Effective Time), IHK shall deposit the aggregate Merger Consideration with the Exchange Agent for the benefit of the holders of shares of Company Preferred Shares and Company Common StockShares, for exchange in accordance with this Article II4, the cash representing the aggregate of the Preferred Merger Price and the Common Merger Price (the "Exchange Fund") to be issued pursuant to Section 4.1 and paid pursuant to this Section 4.2, respectively, in exchange for outstanding Company Preferred Shares and Company Common Shares. (b) As soon as practicable Promptly after the Effective TimeDate, Purchaser shall cause the Exchange Agent to mail to each holder of an outstanding certificate record of a Certificate or certificates Certificates (i) a letter of transmittal which prior thereto represented shares shall specify that delivery shall be effected, and risk of Company Common Stock shallloss and title to the Certificates shall pass, only upon surrender delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as Purchaser may reasonably specify and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Preferred Merger Price and the Common Merger Price. Upon surrender of a Certificate representing Company Preferred Shares or Company Common Shares for cancellation to the Exchange Agent together with such letter of transmittal, duly executed and completed in accordance with the instructions thereto, the holder of such certificate Certificate representing Company Preferred Shares or certificates Company Common Shares shall be entitled to receive in exchange therefor a check representing cash in the amount of the Preferred Merger Price or Common Merger Price, as appropriate, times the number of Company Preferred Shares or Company Common Shares, respectively, represented by such Certificate(s) less any amount required to be withheld under applicable Federal income tax laws and acceptances thereof regulations, and the Certificate(s) so surrendered shall forthwith be canceled. No interest will be paid or accrued on the cash representing the Preferred Merger Price and the Common Merger Price. In the event of a transfer of ownership of Company Preferred Shares or Company Common Shares which is not registered in the transfer records of the Company, a check representing cash in the amount of the Preferred Merger Price or Common Merger Price, as appropriate, times the number of Company Preferred Shares or Company Common Shares, respectively, represented by such Certificate(s) less any amount required to be withheld under applicable Federal income tax regulations, may be issued to such a transferee if the Certificate representing such Company Preferred Shares or Company Common Shares is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer taxes have been paid. (c) At and after the Effective Date, there shall be entitled no transfers on the stock transfer books of the Company of Company Preferred Shares or Company Common Shares which were outstanding immediately prior to a certificate or the Effective Date. If, after the Effective Date, Certificates are presented to the Surviving Corporation, they shall be canceled and exchanged for certificates representing for the number amount of full shares of IHK Common Stock received as Stock Consideration and the Cash Considerationcash, if anywithout interest, into which the number of shares of Company Preferred Shares or the Company Common Stock previously Shares theretofore represented by such certificate or certificates surrendered Certificates shall have been converted pursuant to this AgreementArticle IV. The Exchange Agent No interest shall accept such certificates upon compliance with such reasonable terms and conditions as the Exchange Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. After the Effective Time, there shall be no further transfer on the records of the Company accrue or its transfer agent of certificates representing shares of Company Common Stock, and if such certificates are presented to the Surviving Corporation for transfer, they shall be canceled against delivery of cash and/or certificates for shares of IHK Common Stock in accordance with this Agreement. If any certificate for such shares of IHK Common Stock is to be issued in, or if cash is to be remitted to, a name other than that in which the certificate for shares of Company Common Stock surrendered for exchange is registered, it shall be a condition of such exchange that the certificate so surrendered shall be properly endorsed, with signature guaranteed or otherwise in proper form for transfer and that the person requesting such exchange shall pay to the Surviving Corporation or its transfer agent any transfer or other taxes required by reason of the issuance of certificates for such shares of IHK Common Stock in a name other than that of the registered holder of the certificate surrendered, or establish to the satisfaction of the Surviving Corporation or its transfer agent that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.10(b), each certificate for shares of Company Common Stock shall be deemed at any time after the Effective Time of the Merger to represent only the right to receive upon such surrender the Merger Consideration as contemplated by Section 2.06. (c) No dividends or other distributions with respect to shares of IHK Common Stock with a record date after the Effective Time shall be paid to the holder of on any unsurrendered certificate for shares of Company Common Stock with respect to the shares of IHK Common Stock represented thereby and no cash payment in lieu of fractional shares of IHK Common Stock shall be paid to any such holder pursuant to Section 2.10(e) until the surrender of the certificate for shares of Company Common Stock with respect to the shares of IHK Common Stock represented thereby in accordance with this Article II. Subject to the effect of applicable laws, following surrender of any such certificates, these shall be paid to the holder of the certificate representing whole shares of IHK Common Stock issued in connection therewith, without interest (i) at the time of such surrender the amount of any cash payable in lieu of fractional shares to which such holder is entitled pursuant to Section 2.10(e) and the proportionate amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such shares of IHK Common Stock, and (ii) at the appropriate payment date, the proportionate 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 IHK Common Stock. (d) All cash paid upon the surrender for exchange of certificates representing shares of Company Common Stock in accordance with the terms of this Article II (including any cash paid pursuant to Section 2.10(e)) shall be deemed to have been issued (and paid) in full satisfaction of all rights pertaining to the shares of Company Common Stock exchanged for cash theretofore represented by such certificates. (e) Notwithstanding any other provisions of this Agreement, each holder of shares of Company Common Stock after the Effective Time who would otherwise have been entitled to receive as Stock Consideration a fraction of a share of IHK Common Stock (after taking into account all shares of Company Common Stock delivered by such holder) shall receive, in lieu thereof, a cash payment (without interest) equal to such fraction multiplied by the Cash Consideration. (f) Any portion of the Preferred Merger Consideration deposited with the Exchange Agent pursuant to this Section 2.10 (the "Exchange Fund") which remains undistributed to the holders of the certificates representing shares of Company Common Stock for six months after the Effective Time shall be delivered to IHK, and any holders of shares of Company Common Stock prior to the Effective Time who have not theretofore complied with this Article II shall thereafter look only to IHK and only as general creditors thereof for payment of their claim for cash or shares of IHK Common Stock, if any. (g) None of Merger Sub, the Company, IHK Price or the Exchange Agent shall be liable to any person in respect of any cash or any shares of IHK Common Stock from the Exchange Fund delivered to a public office pursuant to any applicable abandoned property, escheat or similar law. If any certificates representing shares of Company Common Stock shall not have been surrendered immediately prior to the date on which any Merger Consideration in respect of such certificate would otherwise escheat to or become the property of any Government Authority, any such Merger Consideration in respect of such certificate shall, as such time and 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 theretoPrice. (h) The Exchange Agent shall invest any cash included in the Exchange Fund, as directed by IHK, on a daily basis, provided that such investments shall be in obligations of the United States of America or obligations fully guaranteed as to principal and interest by the United States of America, any of which may be made through a repurchase agreement in commercially reasonable form with any bank or other financial institution having capital, surplus and undivided profits of at least $500,000,000. Any interest and other income resulting from such investments shall be paid to IHK. To the extent that there are losses with respect to such investments, or the Exchange Fund diminishes for other reasons below the level required to make prompt payments of the Merger Consideration as contemplated hereby, IHK shall promptly replace or restore the portion of the Exchange Fund lost through investments or other events so as to ensure that the Exchange Fund is, at all times, maintained at a level sufficient to make such payments. (i) The Company shall pay all charges and expenses of the Exchange Agent.

Exchange of Certificates. (a) Prior to the mailing of the Proxy Statement, IHK shall appoint a bank or trust company to act as paying agent (the "Exchange Agent") for the payment of the Merger Consideration. As of or promptly after the Effective Time, IHK shall deposit the aggregate Merger Consideration with the Exchange Agent for the benefit of the holders of shares of Company Common Stock, for exchange in accordance with this Article II. (b) As soon as practicable From and after the Effective Time, each holder of an outstanding certificate or certificates ("Certificates") which prior thereto represented shares of Company RTI Common Stock shall, upon surrender or RTI Preferred Stock immediately prior to the Exchange Agent of Effective Time shall have the right to surrender each Certificate to Mpath (or at Mpath's option, an exchange agent to be appointed by Mpath), and receive promptly in exchange for all Certificates held by such certificate or certificates and acceptances thereof by the Exchange Agent, be entitled to holder a certificate or certificates representing the number of full whole shares of IHK Mpath Common Stock received as Stock Consideration and (other than the Escrow Shares) plus the Cash ConsiderationPayment, if anyapplicable, into which the number of shares of Company RTI Common Stock previously represented or RTI Preferred Stock evidenced by such certificate or certificates the Certificates so surrendered shall have been converted pursuant to the provisions of Article II of this Agreement. The Exchange Agent surrender of Certificates shall accept be accompanied by duly completed and executed Letters of Transmittal in the form mutually agreed upon by the parties hereto. Until surrendered, each outstanding Certificate which prior to the Effective Time represented shares of RTI Common Stock or RTI Preferred Stock shall be deemed for all corporate purposes to evidence ownership of the number of whole shares of Mpath Common Stock plus any Cash Payment, if applicable, into which the shares of RTI Common Stock and RTI Preferred Stock have been converted but shall, subject to applicable appraisal rights under Delaware Law, have no other rights. Subject to applicable appraisal rights under Delaware Law, from and after the Effective Time, the holders of shares of RTI Common Stock and RTI Preferred Stock shall cease to have any rights in respect of such certificates upon compliance with shares and their rights shall be solely in respect of the Mpath Common Stock and the Cash Payment, if applicable, into which such reasonable terms shares of RTI Common Stock or RTI Preferred Stock have been converted. From and conditions as the Exchange Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. After after the Effective Time, there shall be no further transfer registration of transfers on the records of the Company or its transfer agent RTI of certificates representing shares of Company RTI Common Stock, Stock and if such certificates are presented RTI Preferred Stock outstanding immediately prior to the Surviving Corporation for transfer, they shall be canceled against delivery of cash and/or certificates for Effective Time. (b) If any shares of IHK Mpath Common Stock in accordance with this Agreement. If any certificate for such shares of IHK Common Stock is are to be issued in, or if cash is to be remitted to, in the name of a name person other than that the person in which whose name the certificate for shares of Company Common Stock Certificate(s) surrendered for in exchange therefor is registered, it shall be a condition to the issuance of such exchange shares that (i) the certificate Certificate(s) so surrendered shall be transferable, and shall be properly endorsedassigned, with signature guaranteed endorsed or accompanied by appropriate stock powers, (ii) such transfer shall otherwise in be proper form for transfer and that (iii) the person requesting such exchange transfer shall pay to the Surviving Corporation Mpath, or its transfer agent exchange agent, any transfer or other taxes required payable by reason of the issuance of certificates for such shares of IHK Common Stock in a name other than that of the registered holder of the certificate surrendered, foregoing or establish to the satisfaction of the Surviving Corporation or its transfer agent Mpath that such tax has taxes have been paid or is are not applicablerequired to be paid. Until surrendered as contemplated by this Section 2.10(b)Notwithstanding the foregoing, each certificate neither Mpath nor RTI shall be liable to a holder of shares of RTI Common Stock or RTI Preferred Stock for shares of Company Mpath Common Stock shall be deemed at or any time after the Effective Time of the Merger Cash Payment issuable to represent only the right to receive upon such surrender the Merger Consideration as contemplated by Section 2.06. (c) No dividends or other distributions with respect to shares of IHK Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered certificate for shares of Company Common Stock with respect to the shares of IHK Common Stock represented thereby and no cash payment in lieu of fractional shares of IHK Common Stock shall be paid to any such holder pursuant to Section 2.10(e) until the surrender provisions of the certificate for shares of Company Common Stock with respect to the shares of IHK Common Stock represented thereby in accordance with this Article II. Subject to the effect of applicable laws, following surrender of any such certificates, these shall be paid to the holder of the certificate representing whole shares of IHK Common Stock issued in connection therewith, without interest (i) at the time of such surrender the amount of any cash payable in lieu of fractional shares to which such holder is entitled pursuant to Section 2.10(e) and the proportionate amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such shares of IHK Common Stock, and (ii) at the appropriate payment date, the proportionate 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 IHK Common Stock. (d) All cash paid upon the surrender for exchange of certificates representing shares of Company Common Stock in accordance with the terms II of this Article II (including any cash paid pursuant to Section 2.10(e)) shall be deemed to have been issued (and paid) in full satisfaction of all rights pertaining to the shares of Company Common Stock exchanged for cash theretofore represented by such certificates. (e) Notwithstanding any other provisions of this Agreement, each holder of shares of Company Common Stock after the Effective Time who would otherwise have been entitled to receive as Stock Consideration a fraction of a share of IHK Common Stock (after taking into account all shares of Company Common Stock delivered by such holder) shall receive, in lieu thereof, a cash payment (without interest) equal to such fraction multiplied by the Cash Consideration. (f) Any portion of the Merger Consideration deposited with the Exchange Agent pursuant to this Section 2.10 (the "Exchange Fund") which remains undistributed to the holders of the certificates representing shares of Company Common Stock for six months after the Effective Time shall be delivered to IHK, and any holders of shares of Company Common Stock prior to the Effective Time who have not theretofore complied with this Article II shall thereafter look only to IHK and only as general creditors thereof for payment of their claim for cash or shares of IHK Common Stock, if any. (g) None of Merger Sub, the Company, IHK or the Exchange Agent shall be liable to any person in respect of any cash or any shares of IHK Common Stock from the Exchange Fund Agreement that are delivered to a public office official pursuant to any applicable abandoned property, escheat or similar law. If any certificates representing shares of Company Common Stock shall not have been surrendered immediately prior to the date on which any Merger Consideration in respect of such certificate would otherwise escheat to or become the property of any Government Authority, any such Merger Consideration in respect of such certificate shall, as such time and 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 theretolaws. (hc) The Exchange Agent In the event any Certificate shall invest any cash included 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, Mpath shall issue in exchange for such lost, stolen or destroyed Certificate the Exchange Fundshares of Mpath Common Stock issuable in exchange therefor and pay the Cash Payment, as directed by IHKif applicable, on a daily basis, provided that such investments shall be in obligations pursuant to the provisions of Article II of the United States Agreement. The Board of America Directors of Mpath may in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or obligations fully guaranteed as destroyed Certificate to principal and interest by the United States of America, provide to Mpath an indemnity agreement or bond against any of which claim that may be made through a repurchase agreement in commercially reasonable form with any bank or other financial institution having capital, surplus and undivided profits of at least $500,000,000. Any interest and other income resulting from such investments shall be paid to IHK. To the extent that there are losses against Mpath with respect to such investmentsthe Certificate alleged to have been lost, stolen or the Exchange Fund diminishes for other reasons below the level required to make prompt payments of the Merger Consideration as contemplated hereby, IHK shall promptly replace or restore the portion of the Exchange Fund lost through investments or other events so as to ensure that the Exchange Fund is, at all times, maintained at a level sufficient to make such paymentsdestroyed. (i) The Company shall pay all charges and expenses of the Exchange Agent.

Exchange of Certificates. (a) Prior to After the mailing Effective Date of the Proxy Statement, IHK shall appoint a bank or trust company to act as paying agent (the "Exchange Agent") for the payment of the Merger Consideration. As of or promptly after the Effective Time, IHK shall deposit the aggregate Merger Consideration with the Exchange Agent for the benefit of the holders of shares of Company Common Stock, for exchange in accordance with this Article II. (b) As soon as practicable after the Effective TimeMerger, each holder of an outstanding certificate or certificates which prior thereto represented representing shares of Company SVI Nevada Common Stock shallor Preferred Stock may be asked to surrender the same for cancellation to an exchange agent, upon surrender whose name will be delivered to such holders prior to any requested exchange (the Exchange Agent of such certificate or certificates and acceptances thereof by the "Exchange Agent"), and each such holder shall be entitled to receive in exchange therefor a certificate or certificates representing the number of full shares of IHK the Surviving Corporation's Common Stock received or Preferred Stock, as the case may be, into which such holders' shares of SVI Nevada Common Stock Consideration or Preferred Stock were converted as herein provided. Unless and until so surrendered, each outstanding certificate theretofore representing shares of SVI Nevada Common Stock or Preferred Stock shall be deemed for all purposes to represent the Cash Considerationnumber of whole shares of the Surviving Corporation's Common Stock or Preferred Stock, as the case may be, into which such shares of SVI Nevada Common Stock or Preferred Stock were converted in the Merger. The registered owner on the books and records of the Surviving Corporation or the Exchange Agent of any shares of stock represented by such outstanding certificate shall, until such certificate shall have been surrendered for transfer or conversion or otherwise accounted for to the Surviving Corporation or the Exchange Agent, have and be entitled to exercise any voting and other rights with respect to and to receive dividends and other distributions upon the shares of Common Stock or Preferred Stock of the Surviving Corporation represented by such outstanding certificate as provided above. Each certificate representing Common Stock or Preferred Stock of the Surviving Corporation so issued in the Merger shall bear the same legends, if any, into which with respect to the number of shares of Company Common Stock previously represented by such certificate or certificates surrendered shall have been converted pursuant to this Agreement. The Exchange Agent shall accept such certificates upon compliance with such reasonable terms and conditions restrictions on transferability as the Exchange Agent may impose to effect an orderly certificates of SVI Nevada so converted and given in exchange thereof in accordance with normal exchange practices. After therefor, unless otherwise determined by the Effective Time, there shall be no further transfer on the records Board of the Company or its transfer agent Directors of certificates representing shares of Company Common Stock, and if such certificates are presented to the Surviving Corporation for transfer, they shall be canceled against delivery of cash and/or certificates for shares of IHK Common Stock in accordance compliance with this Agreementapplicable laws. If any certificate for such shares of IHK Common Stock SVI Delaware stock is to be issued in, or if cash is to be remitted to, in a name other than that in which the certificate for shares of Company Common Stock surrendered for in exchange therefor is registered, it shall be a condition of such exchange issuance thereof that the certificate so surrendered shall be properly endorsed, with signature guaranteed or endorsed and otherwise in proper form for transfer, that such transfer otherwise be proper and that the person requesting such exchange shall transfer pay to SVI Delaware or the Surviving Corporation or its transfer agent Exchange Agent any transfer or other taxes required payable by reason of the issuance of certificates for such shares of IHK Common Stock new certificate in a name other than that of the registered holder of the certificate surrendered, surrendered or establish to the satisfaction of the Surviving Corporation or its transfer agent SVI Delaware that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.10(b), each certificate for shares of Company Common Stock shall be deemed at any time after the Effective Time of the Merger to represent only the right to receive upon such surrender the Merger Consideration as contemplated by Section 2.06payable. (c) No dividends or other distributions with respect to shares of IHK Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered certificate for shares of Company Common Stock with respect to the shares of IHK Common Stock represented thereby and no cash payment in lieu of fractional shares of IHK Common Stock shall be paid to any such holder pursuant to Section 2.10(e) until the surrender of the certificate for shares of Company Common Stock with respect to the shares of IHK Common Stock represented thereby in accordance with this Article II. Subject to the effect of applicable laws, following surrender of any such certificates, these shall be paid to the holder of the certificate representing whole shares of IHK Common Stock issued in connection therewith, without interest (i) at the time of such surrender the amount of any cash payable in lieu of fractional shares to which such holder is entitled pursuant to Section 2.10(e) and the proportionate amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such shares of IHK Common Stock, and (ii) at the appropriate payment date, the proportionate 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 IHK Common Stock. (d) All cash paid upon the surrender for exchange of certificates representing shares of Company Common Stock in accordance with the terms of this Article II (including any cash paid pursuant to Section 2.10(e)) shall be deemed to have been issued (and paid) in full satisfaction of all rights pertaining to the shares of Company Common Stock exchanged for cash theretofore represented by such certificates. (e) Notwithstanding any other provisions of this Agreement, each holder of shares of Company Common Stock after the Effective Time who would otherwise have been entitled to receive as Stock Consideration a fraction of a share of IHK Common Stock (after taking into account all shares of Company Common Stock delivered by such holder) shall receive, in lieu thereof, a cash payment (without interest) equal to such fraction multiplied by the Cash Consideration. (f) Any portion of the Merger Consideration deposited with the Exchange Agent pursuant to this Section 2.10 (the "Exchange Fund") which remains undistributed to the holders of the certificates representing shares of Company Common Stock for six months after the Effective Time shall be delivered to IHK, and any holders of shares of Company Common Stock prior to the Effective Time who have not theretofore complied with this Article II shall thereafter look only to IHK and only as general creditors thereof for payment of their claim for cash or shares of IHK Common Stock, if any. (g) None of Merger Sub, the Company, IHK or the Exchange Agent shall be liable to any person in respect of any cash or any shares of IHK Common Stock from the Exchange Fund delivered to a public office pursuant to any applicable abandoned property, escheat or similar law. If any certificates representing shares of Company Common Stock shall not have been surrendered immediately prior to the date on which any Merger Consideration in respect of such certificate would otherwise escheat to or become the property of any Government Authority, any such Merger Consideration in respect of such certificate shall, as such time and 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 IHK, on a daily basis, provided that such investments shall be in obligations of the United States of America or obligations fully guaranteed as to principal and interest by the United States of America, any of which may be made through a repurchase agreement in commercially reasonable form with any bank or other financial institution having capital, surplus and undivided profits of at least $500,000,000. Any interest and other income resulting from such investments shall be paid to IHK. To the extent that there are losses with respect to such investments, or the Exchange Fund diminishes for other reasons below the level required to make prompt payments of the Merger Consideration as contemplated hereby, IHK shall promptly replace or restore the portion of the Exchange Fund lost through investments or other events so as to ensure that the Exchange Fund is, at all times, maintained at a level sufficient to make such payments. (i) The Company shall pay all charges and expenses of the Exchange Agent.

Exchange of Certificates. (a) Prior to the mailing Upon surrender of the Proxy Statement, IHK shall appoint a bank or trust company to act as paying agent (the "Exchange Agent") for the payment of the Merger Consideration. As of or promptly after the Effective Time, IHK shall deposit the aggregate Merger Consideration with the Exchange Agent for the benefit of the holders of shares of Company Common Stock, for exchange in accordance with this Article II. (b) As soon as practicable after the Effective Time, each holder of an outstanding certificate or certificates which prior thereto represented shares of Company Common UAC Stock shall, upon surrender to the Exchange Agent of such certificate or certificates and acceptances thereof by the Exchange Agent, be entitled to a certificate or certificates representing the number of full shares of IHK Common Stock received as Stock Consideration and the Cash Consideration, if any, into which the number of shares of Company Common Stock previously represented by such certificate or certificates surrendered shall have been converted pursuant to this Agreement. The Exchange Agent shall accept such certificates upon compliance with such reasonable terms and conditions as the Exchange Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. After the Effective Time, there shall be no further transfer on the records of the Company or its transfer agent of certificates representing shares of Company Common Stock, and if such certificates are presented Certificate to the Surviving Corporation for transferexchange, they together with such other documents as may be reasonably required by the Surviving Corporation, the holder of such UAC Stock Certificate shall be canceled against delivery entitled to receive in exchange therefor a certificate representing the number of cash and/or certificates for whole shares of IHK the Surviving Corporation Common Stock in accordance with this Agreement. If any certificate for that such shares holder has the right to receive pursuant to the provisions of IHK Common Section 1.4, and UAC Stock is to be issued in, or if cash is to be remitted to, a name other than that in which the certificate for shares of Company Common Stock surrendered for exchange is registered, it shall be a condition of such exchange that the certificate Certificate so surrendered shall be properly endorsed, with signature guaranteed or otherwise in proper form for transfer and that the person requesting such exchange shall pay to the Surviving Corporation or its transfer agent any transfer or other taxes required by reason of the issuance of certificates for such shares of IHK Common Stock in a name other than that of the registered holder of the certificate surrendered, or establish to the satisfaction of the Surviving Corporation or its transfer agent that such tax has been paid or is not applicablecanceled. Until surrendered as contemplated by this Section 2.10(b)1.6, each certificate for shares of Company Common UAC Stock Certificate shall be deemed at any time deemed, from and after the Effective Time of the Merger Time, to represent only the right to receive upon such surrender a certificate representing shares of the Merger Consideration Surviving Corporation Common Stock (and cash in lieu of any fractional share of the Surviving Corporation Common Stock) as contemplated by Section 2.061.4. If any UAC Stock Certificate shall have been lost, stolen or destroyed, the Surviving Corporation may, in its discretion and as a condition precedent to the issuance of any certificate representing the Surviving Corporation Common Stock, require the owner of such lost, stolen or destroyed UAC Stock Certificate to provide an appropriate affidavit and to deliver a bond (in such sum as the Surviving Corporation may reasonably direct) as indemnity against any claim that may be made against the Surviving Corporation with respect to such UAC Stock Certificate. (cb) No dividends or other distributions declared or made with respect to shares of IHK the Surviving Corporation Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered certificate for shares of Company Common UAC Stock Certificate with respect to the shares of IHK the Surviving Corporation Common Stock represented thereby thereby, and no cash payment in lieu of any fractional shares of IHK Common Stock share shall be paid to any such holder, until such holder pursuant to Section 2.10(e) until the surrender of the certificate for shares of Company Common surrenders such UAC Stock with respect to the shares of IHK Common Stock represented thereby Certificate in accordance with this Article II. Subject to the effect of applicable laws, following surrender of any Section 1.6 (at which time such certificates, these holder shall be paid entitled to the holder receive all such dividends and distributions and such cash payment). (c) No fractional shares of the certificate representing whole shares of IHK Surviving Corporation Common Stock shall be issued in connection therewithwith the Merger, without interest (i) at the time and no certificates for any such fractional shares shall be issued. In lieu of such surrender the amount of fractional shares, any cash payable in lieu of fractional shares to which such holder is entitled pursuant to Section 2.10(e) and the proportionate amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such shares of IHK Common Stock, and (ii) at the appropriate payment date, the proportionate 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 IHK Common Stock. (d) All cash paid upon the surrender for exchange of certificates representing shares of Company Common Stock in accordance with the terms of this Article II (including any cash paid pursuant to Section 2.10(e)) shall be deemed to have been issued (and paid) in full satisfaction of all rights pertaining to the shares of Company Common Stock exchanged for cash theretofore represented by such certificates. (e) Notwithstanding any other provisions of this Agreement, each holder of shares capital stock of Company Common Stock after the Effective Time UAC who would otherwise have been be entitled to receive as Stock Consideration a fraction of a share of IHK the Surviving Corporation Common Stock (after taking into account aggregating all fractional shares of Company the Surviving Corporation Common Stock delivered by issuable to such holder) shall receiveshall, in lieu thereofupon surrender of such holder's UAC Stock Certificate(s), a cash payment (without interest) equal have such fractional interest rounded up to such fraction multiplied by the Cash Considerationnearest whole number. (fd) Any portion of the Merger Consideration deposited with the Exchange Agent pursuant to this Section 2.10 (the "Exchange Fund") which remains undistributed to the holders of the certificates representing shares of Company Common Stock for six months after the Effective Time The Surviving Corporation shall be delivered to IHK, and any holders of shares of Company Common Stock prior to the Effective Time who have not theretofore complied with this Article II shall thereafter look only to IHK and only as general creditors thereof for payment of their claim for cash or shares of IHK Common Stock, if any. (g) None of Merger Sub, the Company, IHK or the Exchange Agent shall be liable to any person in respect holder or former holder of any cash or common stock of UAC for any shares of IHK the Surviving Corporation Common Stock from the Exchange Fund (or dividends or distributions with respect thereto), or for any cash amounts, delivered to a any public office official pursuant to any applicable abandoned property, escheat or similar law. If any certificates representing shares of Company Common Stock shall not have been surrendered immediately prior to the date on which any Merger Consideration in respect of such certificate would otherwise escheat to or become the property of any Government Authority, any such Merger Consideration in respect of such certificate shall, as such time and 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 IHK, on a daily basis, provided that such investments shall be in obligations of the United States of America or obligations fully guaranteed as to principal and interest by the United States of America, any of which may be made through a repurchase agreement in commercially reasonable form with any bank or other financial institution having capital, surplus and undivided profits of at least $500,000,000. Any interest and other income resulting from such investments shall be paid to IHK. To the extent that there are losses with respect to such investments, or the Exchange Fund diminishes for other reasons below the level required to make prompt payments of the Merger Consideration as contemplated hereby, IHK shall promptly replace or restore the portion of the Exchange Fund lost through investments or other events so as to ensure that the Exchange Fund is, at all times, maintained at a level sufficient to make such payments. (i) The Company shall pay all charges and expenses of the Exchange Agent.

Exchange of Certificates. (a) Prior Immediately prior to the mailing of the Proxy StatementFirst Merger Effective Time, IHK NewCo shall appoint a bank deposit, or trust company cause to act as paying be deposited, with an exchange agent (the "“Exchange Agent"”) for selected by Monocle at least ten (10) Business Days prior to the payment Closing and reasonably acceptable to the Company: (i) evidence of NewCo Common Stock in book-entry form (and/or certificates representing such NewCo Common Stock, at NewCo’s election) representing the Merger Consideration. As of or promptly after the Effective Time, IHK shall deposit the aggregate Merger Consideration with the Exchange Agent for the benefit of the holders number of shares of Company NewCo Common Stock, for exchange in accordance with this Article IIStock sufficient to deliver the NewCo Exchange Shares; and (ii) the NewCo Exchange Warrants. (b) As soon as practicable after the Effective Time, each With respect to any holder of an outstanding certificate or certificates which prior thereto represented shares of Company Monocle Common Stock shallor Monocle Warrants, upon surrender to Monocle and NewCo shall instruct the Exchange Agent of such certificate or certificates and acceptances thereof by the Exchange Agent, be entitled to a certificate or certificates representing the number of full shares of IHK Common Stock received as Stock Consideration and the Cash Consideration, if any, into which the number of shares of Company Common Stock previously represented by such certificate or certificates surrendered shall have been converted pursuant deliver to this Agreement. The Exchange Agent shall accept such certificates upon compliance with such reasonable terms and conditions as the Exchange Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. After the Effective Time, there shall be no further transfer on the records of the Company or its transfer agent of certificates representing shares of Company Common Stock, and if such certificates are presented to the Surviving Corporation for transfer, they shall be canceled against delivery of cash and/or certificates for shares of IHK Common Stock in accordance with this Agreement. If any certificate for such shares of IHK Common Stock is to be issued in, or if cash is to be remitted to, a name other than that in which the certificate for shares of Company Common Stock surrendered for exchange is registered, it shall be a condition of such exchange that the certificate so surrendered shall be properly endorsed, with signature guaranteed or otherwise in proper form for transfer and that the person requesting such exchange shall pay to the Surviving Corporation or its transfer agent any transfer or other taxes required by reason of the issuance of certificates for such shares of IHK Common Stock in a name other than that of the registered holder of the certificate surrendered, or establish to the satisfaction of the Surviving Corporation or its transfer agent that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.10(b), each certificate for shares of Company Common Stock shall be deemed at any time after the Effective Time of the Merger to represent only the right to receive upon such surrender the Merger Consideration as contemplated by Section 2.06. (c) No dividends or other distributions with respect to shares of IHK Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered certificate for shares of Company Common Stock with respect to the shares of IHK Common Stock represented thereby and no cash payment in lieu of fractional shares of IHK Common Stock shall be paid to any such holder pursuant to Section 2.10(e) until the surrender of the certificate for shares of Company Common Stock with respect to the shares of IHK Common Stock represented thereby in accordance with this Article II. Subject to the effect of applicable laws, following surrender of any such certificates, these shall be paid to the holder of the certificate representing whole shares of IHK Common Stock issued in connection therewith, without interest (i) at the time of such surrender the amount of any cash payable in lieu of fractional shares NewCo Exchange Shares or the NewCo Exchange Warrants, as applicable, to which such holder is entitled pursuant to Section 2.10(e) 2.6(a), at the First Merger Closing, and in exchange any Monocle Certificates representing outstanding Monocle Common Stock or Monocle Warrants shall be cancelled as a result of the proportionate amount of dividends or other distributions with a record date First Merger, without any further action by any party. From and after the First Merger Effective Time theretofore paid with respect to such shares of IHK Common StockTime, and (iiany Monocle Certificate(s) at the appropriate payment date, the proportionate 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 IHK Common Stock. (d) All cash paid upon the surrender for exchange of certificates representing shares of Company Monocle Common Stock in accordance with the terms of this Article II (including any cash paid pursuant to Section 2.10(e)) or Monocle Warrants shall be deemed to evidence such holder’s right to receive its respective portion of the NewCo Exchange Shares or NewCo Exchange Warrants, as applicable, into which such Monocle Common Stock or Monocle Warrants shall have been issued (converted by the First Merger. From and paid) in full satisfaction after the First Merger Effective Time, all previous holders of all rights pertaining to the shares of Company Monocle Common Stock exchanged for cash theretofore represented by or Monocle Warrants shall cease to have any rights as stockholders or equityholders of Monocle other than the right to receive such certificates. (e) Notwithstanding any other provisions holder’s respective portion of the NewCo Exchange Shares or the NewCo Exchange Warrants, as applicable, into which such Monocle Common Stock and Monocle Warrants have been converted pursuant to this Agreement, each holder without interest. From and after the First Merger Effective Time, there shall be no further registration of shares transfers of Company Monocle Common Stock after or Monocle Warrants on the Effective Time who would otherwise have been entitled to receive as Stock Consideration a fraction stock transfer books of a share of IHK Common Stock (after taking into account all shares of Company Common Stock delivered by such holder) shall receive, in lieu thereof, a cash payment (without interest) equal to such fraction multiplied by the Cash ConsiderationMonocle. (f) Any portion of the Merger Consideration deposited with the Exchange Agent pursuant to this Section 2.10 (the "Exchange Fund") which remains undistributed to the holders of the certificates representing shares of Company Common Stock for six months after the Effective Time shall be delivered to IHK, and any holders of shares of Company Common Stock prior to the Effective Time who have not theretofore complied with this Article II shall thereafter look only to IHK and only as general creditors thereof for payment of their claim for cash or shares of IHK Common Stock, if any. (g) None of Merger Sub, the Company, IHK or the Exchange Agent shall be liable to any person in respect of any cash or any shares of IHK Common Stock from the Exchange Fund delivered to a public office pursuant to any applicable abandoned property, escheat or similar law. If any certificates representing shares of Company Common Stock shall not have been surrendered immediately prior to the date on which any Merger Consideration in respect of such certificate would otherwise escheat to or become the property of any Government Authority, any such Merger Consideration in respect of such certificate shall, as such time and 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 IHK, on a daily basis, provided that such investments shall be in obligations of the United States of America or obligations fully guaranteed as to principal and interest by the United States of America, any of which may be made through a repurchase agreement in commercially reasonable form with any bank or other financial institution having capital, surplus and undivided profits of at least $500,000,000. Any interest and other income resulting from such investments shall be paid to IHK. To the extent that there are losses with respect to such investments, or the Exchange Fund diminishes for other reasons below the level required to make prompt payments of the Merger Consideration as contemplated hereby, IHK shall promptly replace or restore the portion of the Exchange Fund lost through investments or other events so as to ensure that the Exchange Fund is, at all times, maintained at a level sufficient to make such payments. (i) The Company shall pay all charges and expenses of the Exchange Agent.

Exchange of Certificates. (a) Prior to After the mailing Effective Date of the Proxy StatementMerger, IHK shall appoint a bank or trust company each holder of an outstanding certificate representing shares of RasterOps Common Stock may, at such stockholder's option, surrender the same for cancellation to act First Interstate Bank, as paying exchange agent (the "Exchange Agent") for the payment of the Merger Consideration. As of or promptly after the Effective Time), IHK and each such holder shall deposit the aggregate Merger Consideration with the Exchange Agent for the benefit of the holders of shares of Company Common Stock, for exchange in accordance with this Article II. (b) As soon as practicable after the Effective Time, each holder of an outstanding certificate or certificates which prior thereto represented shares of Company Common Stock shall, upon surrender to the Exchange Agent of such certificate or certificates and acceptances thereof by the Exchange Agent, be entitled to receive in exchange therefor a certificate or certificates representing the number of full shares of IHK the Surviving Corporation's Common Stock received as Stock Consideration and the Cash Consideration, if any, into which the surrendered shares were converted as herein provided. Unless and until so surrendered, each outstanding certificate theretofore representing shares of RasterOps Common Stock shall be deemed for all purposes to represent the number of shares of Company the Surviving Corporation's Common Stock previously represented by into which such shares of RasterOps Common Stock were converted in the Merger. The registered owner on the books and records of the Surviving Corporation or the Exchange Agent of any such outstanding certificate shall, until such certificate or certificates surrendered shall have been converted pursuant to this Agreement. The Exchange Agent shall accept such certificates upon compliance with such reasonable terms and conditions as the Exchange Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. After the Effective Time, there shall be no further surrendered for transfer on the records of the Company or its transfer agent of certificates representing shares of Company Common Stock, and if such certificates are presented conversion or otherwise accounted for to the Surviving Corporation for transferor the Exchange Agent, they shall have and be canceled against delivery of cash and/or certificates for entitled to exercise any voting and other rights with respect to and to receive dividends and other distributions upon the shares of IHK Common Stock of the Surviving Corporation represented by such outstanding certificate as provided above. Each certificate representing Common Stock of the Surviving Corporation so issued in accordance the Merger shall bear the same legends, if any, with this Agreementrespect to the restrictions on transferability as the certificates of RasterOps so converted and given in exchange therefore, unless otherwise determined by the Board of Directors of the Surviving Corporation in compliance with applicable laws, or other such additional legends as agreed upon by the holder and the Surviving Corporation. If any certificate for such shares of IHK Common Stock Truevision stock is to be issued in, or if cash is to be remitted to, in a name other than that in which the certificate for shares of Company Common Stock surrendered for in exchange therefor is registered, it shall be a condition of such exchange issuance thereof that the certificate so surrendered shall be properly endorsed, with signature guaranteed or endorsed and otherwise in proper form for transfer, that such transfer otherwise be proper and comply with applicable securities laws and that the person requesting such exchange shall transfer pay to the Surviving Corporation or its transfer agent Exchange Agent any transfer or other taxes required payable by reason of the issuance of certificates for such shares of IHK Common Stock new certificate in a name other than that of the registered holder of the certificate surrendered, surrendered or establish to the satisfaction of the Surviving Corporation or its transfer agent Truevision that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.10(b), each certificate for shares of Company Common Stock shall be deemed at any time after the Effective Time of the Merger to represent only the right to receive upon such surrender the Merger Consideration as contemplated by Section 2.06payable. (c) No dividends or other distributions with respect to shares of IHK Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered certificate for shares of Company Common Stock with respect to the shares of IHK Common Stock represented thereby and no cash payment in lieu of fractional shares of IHK Common Stock shall be paid to any such holder pursuant to Section 2.10(e) until the surrender of the certificate for shares of Company Common Stock with respect to the shares of IHK Common Stock represented thereby in accordance with this Article II. Subject to the effect of applicable laws, following surrender of any such certificates, these shall be paid to the holder of the certificate representing whole shares of IHK Common Stock issued in connection therewith, without interest (i) at the time of such surrender the amount of any cash payable in lieu of fractional shares to which such holder is entitled pursuant to Section 2.10(e) and the proportionate amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such shares of IHK Common Stock, and (ii) at the appropriate payment date, the proportionate 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 IHK Common Stock. (d) All cash paid upon the surrender for exchange of certificates representing shares of Company Common Stock in accordance with the terms of this Article II (including any cash paid pursuant to Section 2.10(e)) shall be deemed to have been issued (and paid) in full satisfaction of all rights pertaining to the shares of Company Common Stock exchanged for cash theretofore represented by such certificates. (e) Notwithstanding any other provisions of this Agreement, each holder of shares of Company Common Stock after the Effective Time who would otherwise have been entitled to receive as Stock Consideration a fraction of a share of IHK Common Stock (after taking into account all shares of Company Common Stock delivered by such holder) shall receive, in lieu thereof, a cash payment (without interest) equal to such fraction multiplied by the Cash Consideration. (f) Any portion of the Merger Consideration deposited with the Exchange Agent pursuant to this Section 2.10 (the "Exchange Fund") which remains undistributed to the holders of the certificates representing shares of Company Common Stock for six months after the Effective Time shall be delivered to IHK, and any holders of shares of Company Common Stock prior to the Effective Time who have not theretofore complied with this Article II shall thereafter look only to IHK and only as general creditors thereof for payment of their claim for cash or shares of IHK Common Stock, if any. (g) None of Merger Sub, the Company, IHK or the Exchange Agent shall be liable to any person in respect of any cash or any shares of IHK Common Stock from the Exchange Fund delivered to a public office pursuant to any applicable abandoned property, escheat or similar law. If any certificates representing shares of Company Common Stock shall not have been surrendered immediately prior to the date on which any Merger Consideration in respect of such certificate would otherwise escheat to or become the property of any Government Authority, any such Merger Consideration in respect of such certificate shall, as such time and 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 IHK, on a daily basis, provided that such investments shall be in obligations of the United States of America or obligations fully guaranteed as to principal and interest by the United States of America, any of which may be made through a repurchase agreement in commercially reasonable form with any bank or other financial institution having capital, surplus and undivided profits of at least $500,000,000. Any interest and other income resulting from such investments shall be paid to IHK. To the extent that there are losses with respect to such investments, or the Exchange Fund diminishes for other reasons below the level required to make prompt payments of the Merger Consideration as contemplated hereby, IHK shall promptly replace or restore the portion of the Exchange Fund lost through investments or other events so as to ensure that the Exchange Fund is, at all times, maintained at a level sufficient to make such payments. (i) The Company shall pay all charges and expenses of the Exchange Agent.

Exchange of Certificates. (a) Prior to the mailing of the Proxy StatementEffective Time, IHK Parent shall appoint designate a bank or law firm, commercial bank, trust company or other financial institution, which may include Parent's stock transfer agent, to act as paying exchange agent (the "Exchange Agent") for in the payment of the Merger Consideration. As of or promptly after Merger. (b) Promptly at the Effective Time, IHK Parent shall deposit the aggregate Merger Consideration with make available to the Exchange Agent for the benefit of the holders of shares of Company Common Stock, for exchange in accordance with this Article II. (b) As II the aggregate number of shares of Parent Common Stock issuable pursuant to Section 2.1 in exchange for outstanding shares of Company Common Stock. At the Effective Time or as soon as thereafter practicable after the Effective Time, the Parent shall cause to be mailed to each holder of an outstanding record of a certificate or certificates which immediately prior thereto to the Effective Time represented outstanding shares of Company Common Stock shall(the "Certificates") (i) a letter of transmittal (which shall specify that delivery shall be effected, upon surrender and risk of loss and title to the Exchange Agent Certificates shall pass, only upon proper delivery of such certificate or certificates and acceptances thereof by 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 the Certificates in exchange for certificates representing shares of Parent Common Stock. 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 or certificates representing the number of full whole shares of IHK Parent Common Stock received as Stock Consideration to which such holder is entitled pursuant to Section 2.1, and the Cash Consideration, if any, into which the number of shares of Company Common Stock previously represented by such certificate or certificates surrendered shall have been converted pursuant to this Agreement. The Exchange Agent shall accept such certificates upon compliance with such reasonable terms and conditions as the Exchange Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. After the Effective Time, there shall be no further transfer on the records of the Company or its transfer agent of certificates representing shares of Company Common Stock, and if such certificates are presented to the Surviving Corporation for transfer, they shall be canceled against delivery of cash and/or certificates for shares of IHK Common Stock in accordance with this Agreement. If any certificate for such shares of IHK Common Stock is to be issued in, or if cash is to be remitted to, a name other than that in which the certificate for shares of Company Common Stock surrendered for exchange is registered, it shall be a condition of such exchange that the certificate Certificate so surrendered shall forthwith be properly endorsed, with signature guaranteed or otherwise in proper form for transfer and that the person requesting such exchange shall pay to the Surviving Corporation or its transfer agent any transfer or other taxes required by reason of the issuance of certificates for such shares of IHK Common Stock in a name other than that of the registered holder of the certificate surrendered, or establish to the satisfaction of the Surviving Corporation or its transfer agent that such tax has been paid or is not applicablecanceled. Until surrendered as contemplated by this Section 2.10(b)2.3, each certificate Certificate that, prior to the Effective Time, represented shares of Company Common Stock 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 be deemed at any time after the Effective Time of the Merger to represent only the right to receive upon such surrender the Merger Consideration as contemplated by Section 2.06. (c) have been so converted. No dividends or other distributions declared or made after the Effective Time with respect to shares of IHK Parent Common Stock with a record date after the Effective Time shall will be paid to the holder of any unsurrendered certificate for shares of Company Common Stock Certificate with respect to the shares of IHK Parent Common Stock represented thereby and no cash payment in lieu of fractional shares of IHK Common Stock shall be paid to any such holder pursuant to Section 2.10(e) until the holder of record of such Certificate shall surrender of the certificate for shares of Company Common Stock with respect to the shares of IHK Common Stock represented thereby in accordance with this Article IIsuch Certificate. Subject to the effect of applicable lawslaw, following surrender of any such certificatesCertificate, these there shall be paid to the record holder of the certificate certificates representing whole shares of IHK Parent Common Stock issued in connection therewithexchange therefor, without interest (i) interest, at the time of such surrender surrender, the amount of any cash payable in lieu of fractional shares to which such holder is entitled pursuant to Section 2.10(e) and the proportionate amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such shares of IHK Common Stock, and (ii) at the appropriate payment date, the proportionate 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 IHK Parent Common Stock. (dc) All cash paid upon At the surrender for exchange 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 Common Stock thereafter on the records of the Company. From and after the Effective Time, the holders of certificates representing shares of Company Common Stock in accordance with outstanding immediately prior to the terms of this Article II (including any cash paid pursuant to Section 2.10(e)) Effective Time shall be deemed cease to have been issued (and paid) in full satisfaction of all any rights pertaining with respect to the such shares of Company Common Stock exchanged for cash theretofore represented except as otherwise provided in this Agreement or by such certificateslaw. (e) Notwithstanding any other provisions of this Agreement, each holder of shares of Company Common Stock after the Effective Time who would otherwise have been entitled to receive as Stock Consideration a fraction of a share of IHK Common Stock (after taking into account all shares of Company Common Stock delivered by such holder) shall receive, in lieu thereof, a cash payment (without interest) equal to such fraction multiplied by the Cash Consideration. (f) Any portion of the Merger Consideration deposited with the Exchange Agent pursuant to this Section 2.10 (the "Exchange Fund") which remains undistributed to the holders of the certificates representing shares of Company Common Stock for six months after the Effective Time shall be delivered to IHK, and any holders of shares of Company Common Stock prior to the Effective Time who have not theretofore complied with this Article II shall thereafter look only to IHK and only as general creditors thereof for payment of their claim for cash or shares of IHK Common Stock, if any. (g) None of Merger Sub, the Company, IHK or the Exchange Agent shall be liable to any person in respect of any cash or any shares of IHK Common Stock from the Exchange Fund delivered to a public office pursuant to any applicable abandoned property, escheat or similar law. If any certificates representing shares of Company Common Stock shall not have been surrendered immediately prior to the date on which any Merger Consideration in respect of such certificate would otherwise escheat to or become the property of any Government Authority, any such Merger Consideration in respect of such certificate shall, as such time and 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 IHK, on a daily basis, provided that such investments shall be in obligations of the United States of America or obligations fully guaranteed as to principal and interest by the United States of America, any of which may be made through a repurchase agreement in commercially reasonable form with any bank or other financial institution having capital, surplus and undivided profits of at least $500,000,000. Any interest and other income resulting from such investments shall be paid to IHK. To the extent that there are losses with respect to such investments, or the Exchange Fund diminishes for other reasons below the level required to make prompt payments of the Merger Consideration as contemplated hereby, IHK shall promptly replace or restore the portion of the Exchange Fund lost through investments or other events so as to ensure that the Exchange Fund is, at all times, maintained at a level sufficient to make such payments. (i) The Company shall pay all charges and expenses of the Exchange Agent.

Exchange of Certificates. (a) Prior On or prior to the mailing of the Proxy StatementClosing Date, IHK Parent shall appoint select a reputable bank or trust company reasonably acceptable to the Company to act as the paying agent in connection with the Merger (the "Exchange “Paying Agent") for the payment of the Merger Consideration”). As of or promptly after the Effective Time, IHK Parent shall deposit the aggregate Merger Consideration have deposited with the Exchange Agent Paying Agent, in trust for the benefit of the Persons who were registered holders of shares of Company Common StockOrdinary Shares immediately prior to the Effective Time, for exchange cash in accordance an amount equal to the aggregate consideration payable pursuant to Section 1.5(a)(iii). The cash amount so deposited with this Article IIthe Paying Agent is referred to as the “Payment Fund.” (b) As soon as practicable after following the Effective Time, each the Paying Agent will mail to the registered holders of Company Ordinary Shares: (i) a letter of transmittal in customary form and containing such provisions as Parent may reasonably specify and that the Company may reasonably approve prior to the Effective Time (including a provision confirming that delivery of Company Share Certificates shall be effected, and risk of loss and title to Company Share Certificates shall pass, only upon delivery of such Company Share Certificates to the Paying Agent); and (ii) instructions for use in effecting the surrender of Company Share Certificates in exchange for the Merger Consideration. Upon surrender of a Company Share Certificate to the Paying Agent for exchange, together with a duly executed letter of transmittal and such other customary documents as may be reasonably required by the Paying Agent or Parent: (A) the holder of an outstanding certificate or certificates which prior thereto represented shares of such Company Common Stock shall, upon surrender to the Exchange Agent of such certificate or certificates and acceptances thereof by the Exchange Agent, Share Certificate shall be entitled to a certificate or certificates representing receive in exchange therefor the Merger Consideration multiplied by the number of full shares of IHK Common Stock received as Stock Consideration and the Cash Consideration, if any, into which the number of shares of Company Common Stock previously Ordinary Shares represented by such certificate or certificates the Company Share Certificate; and (B) the Company Share Certificate so surrendered shall have been converted pursuant to this Agreement. The Exchange Agent shall accept such certificates upon compliance with such reasonable terms and conditions as the Exchange Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. After the Effective Time, there shall be no further transfer on the records of the Company or its transfer agent of certificates representing shares of Company Common Stock, and if such certificates are presented to the Surviving Corporation for transfer, they shall be canceled against delivery of cash and/or certificates for shares of IHK Common Stock in accordance with this Agreementcanceled. If any certificate for such shares of IHK Common Stock is to be issued in, or if cash is to be remitted to, paid to a name Person other than that the Person in which whose name the certificate for shares of Company Common Stock Share Certificate surrendered for exchange is registered, it shall be a condition of such exchange payment that the certificate Company Share Certificate so surrendered shall be properly endorsed, endorsed (with such signature guaranteed guarantees as may be required by the letter of transmittal) or otherwise in proper form for transfer transfer, and that the person Person requesting such exchange shall payment shall: (1) pay to the Surviving Corporation or its transfer agent Paying Agent any transfer or other taxes Taxes required by reason of the issuance of certificates for such shares of IHK Common Stock in payment to a name Person other than that of the registered holder of the certificate Company Share Certificate surrendered, ; or (2) establish to the satisfaction of the Surviving Corporation or its transfer agent Parent that such tax Tax has been paid or is not applicablerequired to be paid. The exchange procedures shall comply with such procedures as may be required by the Israeli Withholding Tax Pre-Ruling (as defined in Section 5.3(b)), if obtained, and shall permit Parent (after consultation with the Company) to require holders of Company Ordinary Shares to provide any information as is reasonably needed to comply with the Israeli Withholding Tax Pre-Ruling. Until surrendered as contemplated by this Section 2.10(b1.7(b), each certificate for shares of Company Common Stock Share Certificate shall be deemed at any time deemed, from and after the Effective Time of the Merger Time, to represent only the right to receive upon such surrender cash in an amount equal to the Merger Consideration multiplied by the number of Company Ordinary Shares represented by such Company Share Certificate, without interest thereon. If any Company Share Certificate shall have been lost, stolen or destroyed, Parent may, in its reasonable discretion and as contemplated by Section 2.06a condition precedent to the delivery of any Merger Consideration, require the owner of such lost, stolen or destroyed Company Share 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 Paying Agent, Parent, the Surviving Corporation or any affiliated party with respect to such Company Share Certificate. (c) No dividends or other distributions with respect Any portion of the Payment Fund that remains undistributed to shares holders of IHK Common Stock with a record Company Share Certificates as of the date 180 days after the Effective Time Closing Date shall be paid delivered by the Paying Agent to the holder of Parent upon demand, and any unsurrendered certificate for shares holders of Company Common Stock with respect to the shares of IHK Common Stock represented thereby and no cash payment in lieu of fractional shares of IHK Common Stock shall be paid to any such holder pursuant to Section 2.10(e) until the surrender of the certificate for shares of Share Certificates who have not theretofore surrendered their Company Common Stock with respect to the shares of IHK Common Stock represented thereby Share Certificates in accordance with this Article II. Subject Section 1.7 shall thereafter look only to the effect Parent for satisfaction of applicable laws, following surrender of any such certificates, these shall be paid to the holder of the certificate representing whole shares of IHK Common Stock issued in connection therewiththeir claims for Merger Consideration, without any interest (i) at the time of such surrender the amount of any cash payable in lieu of fractional shares to which such holder is entitled pursuant to Section 2.10(e) and the proportionate amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such shares of IHK Common Stock, and (ii) at the appropriate payment date, the proportionate 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 IHK Common Stockthereon. (d) All cash paid upon Each of the surrender for exchange of certificates representing shares Paying Agent, Parent and the Surviving Corporation shall be entitled to deduct and withhold from any consideration payable pursuant to this Agreement to any holder or former holder of Company Common Stock Ordinary Shares or Company Options (and in connection with any assumption, conversion or replacement of any Company Options) such amounts as Parent reasonably determines is required to be deducted or withheld therefrom or in connection therewith under the Code, under the Israeli Income Tax Ordinance [New Version], 1961, as amended, or under any provision of state, local or non-U.S. Tax law or under any other applicable Legal Requirement, provided that, with respect to any withholding under Israeli Legal Requirements, the Paying Agent, Parent and the Surviving Corporation shall act in accordance with the Israeli Withholding Tax Pre-Ruling, if obtained. If the Israeli Option Tax Pre-Ruling contemplated by Section 5.3(b)(i)(C) is obtained, then, at the request of the holder of any Company Ordinary Shares held in trust under a “Section 102 Plan” at the Effective Time, the Paying Agent will make payment of the Merger Consideration that such holder is entitled to receive in exchange for such Company Ordinary Shares directly to the “Section 102 Plan” trustee in accordance with the terms of this Article II (including any cash paid pursuant to Section 2.10(e)) such ruling. To the extent such amounts are so deducted or withheld, such amounts shall be deemed treated for all purposes under this Agreement as having been paid to the Person to whom such amounts would otherwise have been issued (and paid) in full satisfaction of all rights pertaining to the shares of Company Common Stock exchanged for cash theretofore represented by such certificates. (e) Notwithstanding any other provisions of this Agreement, each holder of shares of Company Common Stock after Neither Parent nor the Effective Time who would otherwise have been entitled to receive as Stock Consideration a fraction of a share of IHK Common Stock (after taking into account all shares of Company Common Stock delivered by such holder) shall receive, in lieu thereof, a cash payment (without interest) equal to such fraction multiplied by the Cash Consideration. (f) Any portion of the Merger Consideration deposited with the Exchange Agent pursuant to this Section 2.10 (the "Exchange Fund") which remains undistributed to the holders of the certificates representing shares of Company Common Stock for six months after the Effective Time shall be delivered to IHK, and any holders of shares of Company Common Stock prior to the Effective Time who have not theretofore complied with this Article II shall thereafter look only to IHK and only as general creditors thereof for payment of their claim for cash or shares of IHK Common Stock, if any. (g) None of Merger Sub, the Company, IHK or the Exchange Agent Surviving Corporation shall be liable to any person in holder or former holder of Company Ordinary Shares or to any other Person with respect of to any cash or any shares of IHK Common Stock from the Exchange Fund Merger Consideration delivered to a any public office official pursuant to any applicable abandoned propertyproperty law, escheat law or similar law. If any certificates representing shares of Company Common Stock shall not have been surrendered immediately prior to the date on which any Merger Consideration in respect of such certificate would otherwise escheat to or become the property of any Government Authority, any such Merger Consideration in respect of such certificate shall, as such time and 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 theretoLegal Requirement. (h) The Exchange Agent shall invest any cash included in the Exchange Fund, as directed by IHK, on a daily basis, provided that such investments shall be in obligations of the United States of America or obligations fully guaranteed as to principal and interest by the United States of America, any of which may be made through a repurchase agreement in commercially reasonable form with any bank or other financial institution having capital, surplus and undivided profits of at least $500,000,000. Any interest and other income resulting from such investments shall be paid to IHK. To the extent that there are losses with respect to such investments, or the Exchange Fund diminishes for other reasons below the level required to make prompt payments of the Merger Consideration as contemplated hereby, IHK shall promptly replace or restore the portion of the Exchange Fund lost through investments or other events so as to ensure that the Exchange Fund is, at all times, maintained at a level sufficient to make such payments. (i) The Company shall pay all charges and expenses of the Exchange Agent.

Exchange of Certificates. (a) Prior Subject to the mailing of the Proxy StatementSection 1.6 hereof, IHK shall appoint a bank or trust company to act as paying agent (the "Exchange Agent") for the payment of the Merger Consideration. As of or promptly after the Effective Time, IHK shall deposit the aggregate Merger Consideration with the Exchange Agent for the benefit of the holders of shares of Company Common Stock, for exchange in accordance with this Article II. (b) As soon as practicable after the Effective Time, TeleSpectrum shall mail to each person who was, at the Effective Time, a holder of an outstanding certificate or certificates which prior thereto represented shares record of Company Common Stock shall, upon surrender to the Exchange Agent of such certificate or certificates and acceptances thereof by the Exchange Agent, be entitled to a certificate or certificates representing that immediately prior to the number of full Effective Time evidenced outstanding shares of IHK IDRC Common Stock received as Stock Consideration and the Cash Consideration, if any, into which the number of or shares of Company Series A Preferred Stock (the "Certificates") (i) a letter of ------------ transmittal specifying that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to TeleSpectrum, which shall be in a form and contain any other provisions as TeleSpectrum and IDRC may reasonably agree, and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration receivable on account of each share of IDRC Common Stock previously represented thereby or the cash receivable on account of each share of Series A Preferred Stock represented thereby. Upon the proper surrender of Certificates to TeleSpectrum, together with a properly completed and duly executed letter of transmittal and such other documents as may be required by TeleSpectrum, the holder of such certificate or certificates surrendered shall have been converted pursuant to this Agreement. The Exchange Agent shall accept such certificates upon compliance with such reasonable terms and conditions as the Exchange Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. After the Effective Time, there Certificate shall be no further transfer on entitled to receive in exchange therefor, in the records case of the Company or its transfer agent holders of certificates representing shares of Company IDRC Common Stock, certificates representing the shares of TeleSpectrum Common Stock and if Warrants that such certificates are presented holder has the right to receive pursuant to the Surviving Corporation for transferterms hereof (together with any dividend or distribution with respect thereto made after the Effective Time and any cash paid in lieu of fractional shares pursuant to Section 1.4(g)), they and, in the case of holders of Series A Preferred Stock, cash in payment of the full exchange price and accrued and unpaid dividends. Each Certificate so surrendered shall be canceled against delivery of cash and/or certificates for shares of IHK Common Stock in accordance with this Agreementcanceled. If any certificate for such shares portion of IHK the Merger Consideration on account of IDRC Common Stock or cash on account of Series A Preferred Stock is to be issued in, or if cash is paid to be remitted to, a name person other than that in which the certificate for shares person who is the record holder of Company the IDRC Common Stock surrendered for exchange is registeredor Series A Preferred Stock, as applicable, at the Effective Time, it shall be a condition of to such exchange payment that the certificate Certificate evidencing the IDRC Common Stock or Series A Preferred Stock so surrendered shall be properly endorsed, with signature guaranteed endorsed or otherwise be in proper form for transfer and that the person requesting it be accompanied by all documents required to evidence and effect such exchange shall pay transfer and by evidence reasonably satisfactory to the Surviving Corporation or its TeleSpectrum and IDRC that any applicable stock transfer agent any transfer or other taxes required by reason of the issuance of certificates for such shares of IHK Common Stock in a name other than that of the registered holder of the certificate surrendered, or establish to the satisfaction of the Surviving Corporation or its transfer agent that such tax has been paid or is not applicable. Until paid. (b) After the Effective Time, each outstanding Certificate which theretofore represented shares of IDRC Common Stock shall, until surrendered as contemplated by for exchange in accordance with this Section 2.10(b)1.4, be deemed for all purposes to evidence ownership of whole shares of TeleSpectrum Common Stock and Warrants into which the shares of IDRC Common Stock (which, prior to the Effective Time, were represented thereby) shall have been so converted. After the Effective Time, each certificate for outstanding Certificate which theretofore represented shares of Company Common Series A Preferred Stock shall be deemed at any time after the Effective Time of the Merger for all purposes to represent have been converted and to evidence only that cash amount payable upon conversion, without the right to receive upon such surrender any interest from the Merger Consideration as contemplated Effective Time until the time received by Section 2.06the holder. (c) No At the Effective Time, the stock transfer books of IDRC shall be closed and no transfer of any securities of IDRC shall thereafter be made. (d) Neither TeleSpectrum nor IDRC will be liable to any holder of shares of IDRC Common Stock for any Merger Consideration or any dividends or other distributions with respect thereto or cash payable in lieu of fractional shares pursuant to Section 1.4(g) hereof or to any holder of shares of IHK Common Series A Preferred Stock for any cash, in each case which is delivered to a state abandoned property administrator or other public official pursuant to any applicable abandoned property, escheat or similar law. (e) If any Certificates shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Certificates to be lost, stolen or destroyed, TeleSpectrum will deliver in exchange for such lost, stolen or destroyed Certificates, the Merger Consideration or cash, as applicable, for the shares represented thereby, deliverable in respect thereof, as determined in accordance with the terms hereof. When authorizing such payment in exchange for any lost, stolen or destroyed Certificates, the person to whom the Merger Consideration or cash, as applicable, is to be issued, as a condition precedent to such delivery, shall give TeleSpectrum a bond or indemnity reasonably satisfactory to TeleSpectrum, its transfer agent and their respective insurance carriers against any claim that may be made against TeleSpectrum with respect to the Certificates alleged to have been lost, stolen or destroyed. (f) No dividend or other distribution declared or made after the Effective Time with respect to the Merger Consideration with a record date after the Effective Time shall be paid to the holder of any unsurrendered certificate for shares of Company Common Stock Certificate with respect to the shares of IHK TeleSpectrum Common Stock represented thereby and no cash payment in lieu of fractional shares of IHK Common Stock shall be paid to any such holder pursuant to Section 2.10(e) issuable upon surrender thereof until the holder of such Certificate shall surrender of the certificate for shares of Company Common Stock with respect to the shares of IHK Common Stock represented thereby such Certificate in accordance with this Article IISection 1.4(a). Subject to the effect of applicable lawslaw, following surrender of any such certificates, these Certificate there shall be paid paid, without interest, to the record holder of the certificate certificates representing whole shares of IHK TeleSpectrum Common Stock issued in connection therewith, without interest exchange therefor: (i) at the time of such surrender surrender, the amount of any cash payable in lieu of fractional shares to which such holder is entitled pursuant to Section 2.10(e) and the proportionate amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of IHK TeleSpectrum Common Stock, ; and (ii) at the appropriate payment date, the proportionate amount of dividends or other distributions with a record date after the Effective Time but prior to surrender of such surrender Certificate and a payment date subsequent to such surrender payable with respect to such whole shares of IHK TeleSpectrum Common Stock. (dg) All cash paid No certificates or scrip evidencing fractional shares of TeleSpectrum Common Stock shall be issued upon the surrender for exchange of certificates representing shares Certificates, and such fractional share interests shall not entitle the owner thereof to any rights of Company Common Stock in accordance with the terms a stockholder of this Article II (including TeleSpectrum. In lieu of any cash paid pursuant to Section 2.10(e)) shall be deemed to have been issued (and paid) in full satisfaction of all rights pertaining to the shares of Company Common Stock exchanged for cash theretofore represented by such certificates. (e) Notwithstanding any other provisions of this Agreementfractional shares, each holder of shares a Certificate previously evidencing IDRC Common Stock, upon surrender of Company Common Stock after such Certificate for exchange pursuant to this Article I, shall be paid an amount in cash (without interest), rounded to the Effective Time who would otherwise have been entitled to receive as Stock Consideration a fraction of nearest cent, determined by multiplying (a) the closing price for a share of IHK TeleSpectrum Common Stock on the Nasdaq National Market System (the "NMS") on --- the first business day immediately following the Effective Time, by (b) the fractional interest to which such holder would otherwise be entitled (after taking into account all shares of Company IDRC Common Stock delivered held of record by such holder) shall receive, in lieu thereof, a cash payment (without interest) equal to such fraction multiplied by the Cash Consideration. (f) Any portion of the Merger Consideration deposited with the Exchange Agent pursuant to this Section 2.10 (the "Exchange Fund") which remains undistributed to the holders of the certificates representing shares of Company Common Stock for six months after holder at the Effective Time shall be delivered to IHK, and any holders of shares of Company Common Stock prior to the Effective Time who have not theretofore complied with this Article II shall thereafter look only to IHK and only as general creditors thereof for payment of their claim for cash or shares of IHK Common Stock, if anyTime). (g) None of Merger Sub, the Company, IHK or the Exchange Agent shall be liable to any person in respect of any cash or any shares of IHK Common Stock from the Exchange Fund delivered to a public office pursuant to any applicable abandoned property, escheat or similar law. If any certificates representing shares of Company Common Stock shall not have been surrendered immediately prior to the date on which any Merger Consideration in respect of such certificate would otherwise escheat to or become the property of any Government Authority, any such Merger Consideration in respect of such certificate shall, as such time and 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 IHK, on a daily basis, provided that such investments shall be in obligations of the United States of America or obligations fully guaranteed as to principal and interest by the United States of America, any of which may be made through a repurchase agreement in commercially reasonable form with any bank or other financial institution having capital, surplus and undivided profits of at least $500,000,000. Any interest and other income resulting from such investments shall be paid to IHK. To the extent that there are losses with respect to such investments, or the Exchange Fund diminishes for other reasons below the level required to make prompt payments of the Merger Consideration as contemplated hereby, IHK shall promptly replace or restore the portion of the Exchange Fund lost through investments or other events so as to ensure that the Exchange Fund is, at all times, maintained at a level sufficient to make such payments. (i) The Company shall pay all charges and expenses of the Exchange Agent.

Exchange of Certificates. (a) Prior to the mailing As of the Proxy StatementEffective Time, IHK Kramont shall appoint a bank deposit, or trust company shall cause to act as paying be deposited, with an exchange agent selected by Kramont, which shall be KRT Trust's transfer agent or such other party reasonably satisfactory to KRT Trust and CV (the "Exchange Agent") for the payment of the Merger Consideration. As of or promptly after the Effective Time), IHK shall deposit the aggregate Merger Consideration with the Exchange Agent for the benefit of the holders of KRT Trust Common Shares, KRT Trust Preferred Shares and shares of Company CV Common Stock, for exchange in accordance with this Article II4, certificates representing Kramont Common Shares or Kramont Preferred Shares, as the case may be (such certificates for Kramont Common Stock and Kramont Preferred Shares, being hereinafter referred to as the "Exchange Fund"), to be issued pursuant to Section 4.1 in exchange for outstanding KRT Trust Common Shares, KRT Trust Preferred Shares and shares of CV Common Stock. (b) As soon as practicable Promptly after the Effective Time, Kramont shall cause the Exchange Agent to mail to each holder of an outstanding certificate record of one or certificates more KRT Trust Common Certificates, CV Common Certificates and KRT Trust Preferred Certificates (i) a letter of transmittal which prior thereto represented shares shall specify that delivery shall be effected, and risk of Company loss and title to the KRT Trust Common Stock shallCertificates, CV Common Certificates or KRT Trust Preferred Certificates, as the case may be, shall pass, only upon surrender delivery of the KRT Trust Common Certificates, CV Common Certificates or KRT Trust Preferred Certificates, as the case may be, to the Exchange Agent and shall be in such form and have such other provisions as KRT Trust and CV may reasonably specify and (ii) instructions for use in effecting the surrender of the KRT Trust Common Certificates, CV Common Certificates or KRT Trust Preferred Certificates, as the case may be, in exchange for certificates representing shares of Kramont Common Stock or Kramont Preferred Stock, as the case may be. Subject to the first sentence of Section 4.2(c) upon surrender of a KRT Trust Common Certificate, CV Common Certificate or KRT Trust Preferred Certificate for cancellation to the Exchange Agent together with such letter of transmittal, duly executed and completed in accordance with the instructions thereto, the holder of such KRT Trust Common Certificate, CV Common Certificate or KRT Trust Preferred Certificate, as the case may be, shall be entitled to receive in exchange therefor a certificate representing the number of Kramont Common Shares or certificates Kramont Preferred Shares, as the case may be, which such holder has the right to receive in respect of the KRT Trust Common Certificate, CV Common Certificate or KRT Trust Preferred Certificate, as the case may be, surrendered pursuant to the provisions of this Article 4, in each case after giving effect to any required withholding tax, and acceptances thereof by the KRT Trust Common Certificate, CV Common Certificate or KRT Trust Preferred Certificate so surrendered shall forthwith be cancelled. In the event of a transfer of ownership of KRT Trust Common Shares, shares of CV Common Stock or KRT Trust Preferred Shares which is not registered in the transfer records of KRT Trust or CV, as the case may be, a certificate representing the proper number of Kramont Common Shares or Kramont Preferred Shares, as the case may be, may be issued to such a transferee if the KRT Trust Common Certificate, CV Common Certificate or KRT Trust Preferred Certificate, as the case may be, representing shares of such KRT Trust Common Shares, shares of CV Common Stock or KRT Trust Preferred Shares, as the case may be, are presented to the Exchange Agent, be entitled accompanied by all documents required to a certificate evidence and effect such transfer and to evidence that any applicable stock transfer taxes have been paid. (c) Notwithstanding the foregoing, holders of KRT Trust Common Certificates, CV Common Certificates and KRT Trust Preferred Certificates who do not surrender their KRT Trust Common Certificates, CV Common Certificates or certificates representing KRT Trust Preferred Certificates, as the number of full shares of IHK Common Stock received as Stock Consideration case may be, for cancellation to the Exchange Agent in accordance with this Section 4.2(c) shall, until December 31, 2001 (the "Tender Deadline Date"), continue to receive dividends and the Cash Considerationdistributions, if any, on the Kramont Common Shares or Kramont Preferred Shares into which the number of such KRT Trust Common Shares, shares of Company CV Common Stock previously represented by such certificate or certificates surrendered and KRT Trust Preferred Shares shall have been converted pursuant to this AgreementSection 4.1. The Exchange Agent Distributions on Kramont Common Shares and Kramont Preferred Shares payable after the Tender Deadline Date shall accept such certificates upon compliance with such reasonable terms not be paid to holders ("Non-Tendering Holders") of KRT Trust Common Certificates, CV Common Certificates and conditions KRT Trust Preferred Certificates who do not surrender their KRT Trust Common Certificates, CV Common Certificates and KRT Trust Preferred Certificates, as the Exchange Agent case may impose be, for cancellation prior to effect an orderly exchange thereof in accordance with normal exchange practices. After the Tender Deadline Date, but rather shall be paid by Kramont, without interest, to such Non-Tendering Holders at the time such Non-Tendering Holders surrender their KRT Trust Common Certificates, CV Common Certificates or KRT Trust Preferred Certificates, as the case may be, for cancellation pursuant to this Section 4.2(c). (d) At and after the Effective Time, there shall be no further transfer transfers on the records stock transfer books of KRT Trust of the Company KRT Trust Common Shares or its KRT Trust Preferred Shares which were outstanding immediately prior to the Effective Time. At and after the Effective Time, there shall be no transfers on the stock transfer agent books of certificates representing CV of the shares of Company CV Common StockStock which were outstanding immediately prior to the Effective Time. If, and if such certificates after the Effective Time, any KRT Trust Common Certificates, CV Common Certificates or KRT Trust Preferred Certificates are presented to the Surviving Corporation for transferKramont, they shall be canceled against delivery of cash and/or cancelled and exchanged for certificates for shares of IHK Kramont Common Stock Shares or Kramont Preferred Shares, as the case may be, deliverable in accordance with this Agreement. If any certificate for such shares of IHK Common Stock is to be issued in, or if cash is to be remitted to, a name other than that in which the certificate for shares of Company Common Stock surrendered for exchange is registered, it shall be a condition of such exchange that the certificate so surrendered shall be properly endorsed, with signature guaranteed or otherwise in proper form for transfer and that the person requesting such exchange shall pay to the Surviving Corporation or its transfer agent any transfer or other taxes required by reason of the issuance of certificates for such shares of IHK Common Stock in a name other than that of the registered holder of the certificate surrendered, or establish to the satisfaction of the Surviving Corporation or its transfer agent that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.10(b), each certificate for shares of Company Common Stock shall be deemed at any time after the Effective Time of the Merger to represent only the right to receive upon such surrender the Merger Consideration as contemplated by Section 2.06. (c) No dividends or other distributions with respect to shares of IHK Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered certificate for shares of Company Common Stock with respect to the shares of IHK Common Stock represented thereby and no cash payment in lieu of fractional shares of IHK Common Stock shall be paid to any such holder thereof pursuant to Section 2.10(e) until the surrender of the certificate for shares of Company Common Stock with respect to the shares of IHK Common Stock represented thereby in accordance with this Article II. Subject to the effect of applicable laws, following surrender of any such certificates, these shall be paid to the holder of the certificate representing whole shares of IHK Common Stock issued in connection therewith, without interest (i) at the time of such surrender the amount of any cash payable in lieu of fractional shares to which such holder is entitled pursuant to Section 2.10(e) and the proportionate amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such shares of IHK Common Stock, and (ii) at the appropriate payment date, the proportionate 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 IHK Common Stock. (d) All cash paid upon the surrender for exchange of certificates representing shares of Company Common Stock Agreement in accordance with the terms of procedures set forth in this Article II (including 4. KRT Trust Common Certificates, CV Common Certificates and KRT Trust Preferred Certificates surrendered for exchange by any cash paid pursuant to person constituting an "affiliate" of KRT Trust or CV for purposes of Rule 145(c) under the Securities Act, shall not be exchanged until Kramont has received a written agreement from such person as provided in Section 2.10(e)) shall be deemed to have been issued (and paid) in full satisfaction of all rights pertaining to the shares of Company Common Stock exchanged for cash theretofore represented by such certificates8.11. (e) Notwithstanding any other provisions of this Agreement, each holder of shares of Company No fractional Kramont Common Stock after the Effective Time who would otherwise have been entitled to receive as Stock Consideration a fraction of a share of IHK Common Stock (after taking into account all shares of Company Common Stock delivered by such holder) Shares shall receive, in be issued pursuant hereto. In lieu thereof, a cash payment (without interest) equal to such fraction multiplied by the Cash Consideration. (f) Any portion of the Merger Consideration deposited with the Exchange Agent issuance of any fractional Kramont Common Shares to holders of KRT Trust Common Shares pursuant to this Section 2.10 (the "Exchange Fund") which remains undistributed 4.1(i), cash adjustments will be paid to the holders of the certificates representing shares of Company Common Stock for six months after the Effective Time shall be delivered to IHK, and any holders of shares of Company Common Stock prior to the Effective Time who have not theretofore complied with this Article II shall thereafter look only to IHK and only as general creditors thereof for payment of their claim for cash or shares of IHK Common Stock, if any. (g) None of Merger Sub, the Company, IHK or the Exchange Agent shall be liable to any person in respect of any fractional Kramont Common Share that would otherwise be issuable, and the amount of such cash or any shares adjustment shall be equal to such fractional proportion of IHK the "Average Price" of a common share of beneficial interest, $.01 par value per share of Kranzco (a "Kranzco Common Share"). The "Average Price" of a Kranzco Common Share, shall be the closing sale price thereof on the New York Stock from Exchange (the Exchange Fund delivered to a public office pursuant to any applicable abandoned property"NYSE") (as reported by The Wall Street Journal or, escheat or similar law. If any certificates representing shares of Company Common Stock shall if not have been surrendered immediately prior to reported thereby, by another authoritative source) on the date trading day on which any Merger Consideration in respect of such certificate would otherwise escheat to or become the property of any Government Authority, any such Merger Consideration in respect of such certificate shall, as such time and 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 IHK, on a daily basis, provided that such investments shall be in obligations of the United States of America or obligations fully guaranteed as to principal and interest by the United States of America, any of which may be made through a repurchase agreement in commercially reasonable form with any bank or other financial institution having capital, surplus and undivided profits of at least $500,000,000. Any interest and other income resulting from such investments shall be paid to IHK. To the extent that there are losses with respect to such investmentsEffective Time occurs, or if the Exchange Fund diminishes for other reasons below Effective Time is not a trading day, then on the level required to make prompt payments of trading day immediately preceding the Merger Consideration as contemplated hereby, IHK shall promptly replace or restore the portion of the Exchange Fund lost through investments or other events so as to ensure that the Exchange Fund is, at all times, maintained at a level sufficient to make such paymentsEffective Time. (i) The Company shall pay all charges and expenses of the Exchange Agent.

Exchange of Certificates. On or after the effective date of the merger, each holder of a certificate theretofore evidencing outstanding shares of common stock of CASINO (a) Prior other than shares held by dissenting stockholders and shares that are automatically cancelled as hereinafter provided), upon surrender of the same to the mailing transfer agent of such other agent or agents as shall be appointed by AIC, shall be entitled to receive in exchange therefor a certificate or certificates evidencing the Proxy Statement, IHK shall appoint a bank or trust company to act as paying agent (pro-rata number of full AIC shares for which the "Exchange Agent") for the payment of the Merger Consideration. As of or promptly after the Effective Time, IHK shall deposit the aggregate Merger Consideration with the Exchange Agent for the benefit of the holders of shares of Company Common Stock, for exchange in accordance with this Article II. (b) common stock of CASINO theretofore represented by the certificate or certificates so surrendered and exchanged. As soon as practicable after the Effective Timeeffective date of the merger, the Transfer Agent will send a notice and transmittal form to each holder of an outstanding certificate or certificates which immediately prior thereto represented to the effective time of such merger evidenced shares of Company Common Stock shallcommon stock of CASINO and which is to be exchanged for AIC as provided for herein, upon surrender advising such stockholder of the terms of the exchange effected by such merger and the procedure for surrendering to the Exchange Transfer Agent (which may appoint forwarding agents) such certificate for exchange into one or more certificates evidencing AIC shares. Until so surrendered, each outstanding certificate which, prior to the effective date of such certificate or certificates and acceptances thereof merger, represented common stock of CASINO (other than shares previously held by dissenting stockholders) will be deemed for all corporate purposes of AIC to evidence ownership of the Exchange Agent, be entitled to a certificate or certificates representing the pro-rata number of full AIC shares for which the shares of IHK Common Stock received common stock of CASINO represented thereby were exchanged; provided, however, that until such outstanding certificates formerly evidencing common stock of CASINO are surrendered, no dividend payable to holders of record of AIC shares as Stock Consideration and of any date subsequent to the Cash Consideration, if any, into which the number effective date of shares such merger or any cash in lieu of Company Common Stock previously represented by such certificate or certificates surrendered shall have been converted any fraction of a AIC share payable pursuant to this Agreement. The Exchange Agent shall accept such certificates upon compliance with such reasonable terms and conditions as the Exchange Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. After the Effective Time, there shall be no further transfer on the records of the Company or its transfer agent of certificates representing shares of Company Common Stock, and if such certificates are presented to the Surviving Corporation for transfer, they shall be canceled against delivery of cash and/or certificates for shares of IHK Common Stock in accordance with this Agreement. If any certificate for such shares of IHK Common Stock is to be issued in, or if cash is to be remitted to, a name other than that in which the certificate for shares of Company Common Stock surrendered for exchange is registered, it shall be a condition of such exchange that the certificate so surrendered shall be properly endorsed, with signature guaranteed or otherwise in proper form for transfer and that the person requesting such exchange shall pay to the Surviving Corporation or its transfer agent any transfer or other taxes required by reason of the issuance of certificates for such shares of IHK Common Stock in a name other than that of the registered holder of the certificate surrendered, or establish to the satisfaction of the Surviving Corporation or its transfer agent that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.10(b), each certificate for shares of Company Common Stock shall be deemed at any time after the Effective Time of the Merger to represent only the right to receive upon such surrender the Merger Consideration as contemplated by Section 2.06. (c) No dividends or other distributions with respect to shares of IHK Common Stock with a record date after the Effective Time 1,05 hereof shall be paid to the holder of any unsurrendered certificate for shares such outstanding certificates in respect thereof. After the effective date of Company Common Stock with respect to the shares of IHK Common Stock represented thereby and no cash payment in lieu of fractional shares of IHK Common Stock such merger there shall be paid to any such holder pursuant to Section 2.10(e) until no further registry of transfers on the surrender records of the certificate for shares of Company Common Stock with respect to the shares of IHK Common Stock represented thereby in accordance with this Article II. Subject to the effect of applicable laws, following surrender of any such certificates, these shall be paid to the holder of the certificate representing whole shares of IHK Common Stock issued in connection therewith, without interest (i) at the time of such surrender the amount of any cash payable in lieu of fractional shares to which such holder is entitled pursuant to Section 2.10(e) and the proportionate amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such shares of IHK Common Stock, and (ii) at the appropriate payment date, the proportionate 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 IHK Common Stock. (d) All cash paid upon the surrender for exchange of certificates representing shares of Company Common Stock in accordance with the terms of this Article II (including any cash paid pursuant to Section 2.10(e)) shall be deemed to have been issued (and paid) in full satisfaction of all rights pertaining to the shares of Company Common Stock exchanged for cash theretofore represented by such certificates. (e) Notwithstanding any other provisions of this Agreement, each holder CASINO of shares of Company Common Stock after the Effective Time who would otherwise have been entitled common stock of CASINO and, if a certificate evidencing such shares is presented to receive as Stock Consideration AIC, it shall be canceled and exchanged for a fraction of a share of IHK Common Stock (after taking into account all certificate evidencing shares of Company Common Stock delivered by such holder) shall receive, in lieu thereof, a cash payment (without interest) equal to such fraction multiplied by the Cash ConsiderationAIC common stock as herein provided. (f) Any portion of the Merger Consideration deposited with the Exchange Agent pursuant to this Section 2.10 (the "Exchange Fund") which remains undistributed to the holders of the certificates representing shares of Company Common Stock for six months after the Effective Time shall be delivered to IHK, and any holders of shares of Company Common Stock prior to the Effective Time who have not theretofore complied with this Article II shall thereafter look only to IHK and only as general creditors thereof for payment of their claim for cash or shares of IHK Common Stock, if any. (g) None of Merger Sub, the Company, IHK or the Exchange Agent shall be liable to any person in respect of any cash or any shares of IHK Common Stock from the Exchange Fund delivered to a public office pursuant to any applicable abandoned property, escheat or similar law. If any certificates representing shares of Company Common Stock shall not have been surrendered immediately prior to the date on which any Merger Consideration in respect of such certificate would otherwise escheat to or become the property of any Government Authority, any such Merger Consideration in respect of such certificate shall, as such time and 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 IHK, on a daily basis, provided that such investments shall be in obligations of the United States of America or obligations fully guaranteed as to principal and interest by the United States of America, any of which may be made through a repurchase agreement in commercially reasonable form with any bank or other financial institution having capital, surplus and undivided profits of at least $500,000,000. Any interest and other income resulting from such investments shall be paid to IHK. To the extent that there are losses with respect to such investments, or the Exchange Fund diminishes for other reasons below the level required to make prompt payments of the Merger Consideration as contemplated hereby, IHK shall promptly replace or restore the portion of the Exchange Fund lost through investments or other events so as to ensure that the Exchange Fund is, at all times, maintained at a level sufficient to make such payments. (i) The Company shall pay all charges and expenses of the Exchange Agent.

Exchange of Certificates. (a) Prior Upon surrender of a LEAPFROG Stock Certificate to the mailing of the Proxy Statement, IHK shall appoint a bank or trust company to act as paying agent (the "Exchange Agent") for the payment of the Merger Consideration. As of or promptly after the Effective Time, IHK shall deposit the aggregate Merger Consideration with the Exchange Transfer Agent for exchange, together with such other documents as may be reasonably required by ALBARA, the benefit of the holders of shares of Company Common Stock, for exchange in accordance with this Article II. (b) As soon as practicable after the Effective Time, each holder of an outstanding certificate or certificates which prior thereto represented shares of Company Common such LEAPFROG Stock shall, upon surrender to the Exchange Agent of such certificate or certificates and acceptances thereof by the Exchange Agent, Certificate shall be entitled to receive in exchange therefor a certificate or certificates representing the number of full shares of IHK Common Stock received as Stock Consideration and whole ALBARA Shares that such holder has the Cash Consideration, if any, into which the number of shares of Company Common Stock previously represented by such certificate or certificates surrendered shall have been converted right to receive pursuant to this Agreement. The Exchange Agent shall accept such certificates upon compliance with such reasonable terms and conditions as the Exchange Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. After the Effective Time, there shall be no further transfer on the records provisions of the Company or its transfer agent of certificates representing shares of Company Common StockSection 1:7, and if such certificates are presented to the Surviving Corporation for transfer, they shall be canceled against delivery of cash and/or certificates for shares of IHK Common LEAPFROG Stock in accordance with this Agreement. If any certificate for such shares of IHK Common Stock is to be issued in, or if cash is to be remitted to, a name other than that in which the certificate for shares of Company Common Stock surrendered for exchange is registered, it shall be a condition of such exchange that the certificate Certificate so surrendered shall be properly endorsed, with signature guaranteed or otherwise in proper form for transfer and that the person requesting such exchange shall pay to the Surviving Corporation or its transfer agent any transfer or other taxes required by reason of the issuance of certificates for such shares of IHK Common Stock in a name other than that of the registered holder of the certificate surrendered, or establish to the satisfaction of the Surviving Corporation or its transfer agent that such tax has been paid or is not applicablecanceled. Until surrendered as contemplated by this Section 2.10(b)1:10, each certificate for shares of Company Common LEAPFROG Stock Certificate shall be deemed at any time deemed, from and after the Effective Time of the Merger Date, to represent only the right to receive upon such surrender the Merger Consideration a certificate representing shares of ALBARA Common Stock as contemplated by Section 2.061:7. If any LEAPFROG Stock Certificate shall have been lost, stolen or destroyed, ALBARA may, in its discretion and as a condition precedent to the issuance of any certificate representing ALBARA Common Stock, require the owner of such lost, stolen or destroyed LEAPFROG Stock Certificate to provide an appropriate affidavit and to deliver a bond (in such sum as ALBARA may reasonably direct) as indemnity against any claim that may be made against ALBARA with respect to such LEAPFROG Stock Certificate. (cb) No dividends or other distributions declared or made with respect to shares of IHK ALBARA Common Stock with a record date after the Effective Time Date shall be paid to the holder of any unsurrendered certificate for shares of Company Common un-surrendered LEAPFROG Stock Certificate with respect to the shares of IHK ALBARA Common Stock represented thereby and no cash payment in lieu of fractional shares of IHK Common Stock shall be paid to any until such holder pursuant to Section 2.10(e) until the surrender of the certificate for shares of Company Common surrenders such LEAPFROG Stock with respect to the shares of IHK Common Stock represented thereby Certificate in accordance with this Article II. Subject to the effect of applicable laws, following surrender of any Section 1:7:3 (at which time such certificates, these holder shall be paid entitled to the holder of the certificate representing whole shares of IHK Common Stock issued in connection therewith, without interest (i) at the time of receive all such surrender the amount of any cash payable in lieu of fractional shares to which such holder is entitled pursuant to Section 2.10(e) dividends and the proportionate amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such shares of IHK Common Stock, and (ii) at the appropriate payment date, the proportionate 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 IHK Common Stockdistributions). (dc) All cash paid upon the surrender for exchange of certificates representing shares of Company Common Stock in accordance with the terms of this Article II (including any cash paid pursuant to Section 2.10(e)) ALBARA shall be deemed to have been issued (and paid) in full satisfaction of all rights pertaining to the shares of Company Common Stock exchanged for cash theretofore represented by such certificates. (e) Notwithstanding any other provisions of this Agreement, each holder of shares of Company Common Stock after the Effective Time who would otherwise have been entitled to receive as Stock Consideration a fraction of a share of IHK Common Stock (after taking into account all shares of Company Common Stock delivered by such holder) shall receive, in lieu thereof, a cash payment (without interest) equal to such fraction multiplied by the Cash Consideration. (f) Any portion of the Merger Consideration deposited with the Exchange Agent pursuant to this Section 2.10 (the "Exchange Fund") which remains undistributed to the holders of the certificates representing shares of Company Common Stock for six months after the Effective Time shall be delivered to IHK, and any holders of shares of Company Common Stock prior to the Effective Time who have not theretofore complied with this Article II shall thereafter look only to IHK and only as general creditors thereof for payment of their claim for cash or shares of IHK Common Stock, if any. (g) None of Merger Sub, the Company, IHK or the Exchange Agent shall be liable to any person in respect holder or former holder of any cash or common stock of LEAPFROG for any shares of IHK ALBARA Common Stock from the Exchange Fund (or dividends or distributions with respect thereto), or for any cash amounts, delivered to a any public office official pursuant to any applicable abandoned property, escheat or similar law. If any certificates representing shares of Company Common Stock shall not have been surrendered immediately prior to the date on which any Merger Consideration in respect of such certificate would otherwise escheat to or become the property of any Government Authority, any such Merger Consideration in respect of such certificate shall, as such time and 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 IHK, on a daily basis, provided that such investments shall be in obligations of the United States of America or obligations fully guaranteed as to principal and interest by the United States of America, any of which may be made through a repurchase agreement in commercially reasonable form with any bank or other financial institution having capital, surplus and undivided profits of at least $500,000,000. Any interest and other income resulting from such investments shall be paid to IHK. To the extent that there are losses with respect to such investments, or the Exchange Fund diminishes for other reasons below the level required to make prompt payments of the Merger Consideration as contemplated hereby, IHK shall promptly replace or restore the portion of the Exchange Fund lost through investments or other events so as to ensure that the Exchange Fund is, at all times, maintained at a level sufficient to make such payments. (i) The Company shall pay all charges and expenses of the Exchange Agent.

Exchange of Certificates. (a) Prior to On or before the mailing Effective Time of the Proxy StatementMerger, IHK Investor shall appoint a bank or trust company cause the Company to act as paying agent (the "Exchange Agent") for the payment of the Merger Consideration. As of or promptly after the Effective Time, IHK shall deposit the aggregate Merger Consideration with the Exchange Agent Paying Agent, for the benefit of the holders of shares of Company Common StockShares, for exchange payment in accordance with this Article IIIII, the funds necessary to pay the Cash Merger Price for each Share. (b) As soon as practicable after the Effective TimeTime of the Merger, each holder of an outstanding certificate or certificates which prior thereto represented shares of Company Common Stock shallShares, upon surrender to the Exchange Paying Agent of such certificate or certificates (or delivery of such customary affidavits and acceptances indemnities with respect to a lost certificate which the Paying Agent and/or the Company's transfer agent may reasonably require) and acceptance thereof by the Exchange Paying Agent, shall be entitled to a certificate or certificates representing the number of full shares of IHK Common Stock received Retained Surviving Corporation Shares, if any, to be retained by the holder thereof as Stock Consideration Retained Surviving Corporation Shares pursuant to this Agreement and the Cash Considerationamount of cash, if any, into which the number of shares of Company Common Stock Shares previously represented by such certificate or certificates surrendered shall have been converted pursuant to this Agreement. The Exchange Paying Agent shall accept such certificates upon compliance with such reasonable terms and conditions as the Exchange Paying Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. After the Effective TimeTime of the Merger, there shall be no further transfer on the records of the Company or its transfer agent of certificates representing shares of Company Common StockShares which have been converted, in whole or in part, pursuant to this Agreement, into the right to receive cash, and if such certificates are presented to the Surviving Corporation Company for transfer, they shall be canceled against delivery of cash and/or certificates for shares of IHK Common Stock in accordance with this Agreementsuch cash. If any certificate for such shares of IHK Common Stock Retained Surviving Corporation Shares is to be issued in, or if cash is to be remitted to, a name other than that in which the certificate for shares of Company Common Stock Shares surrendered for exchange is registered, it shall be a condition of such exchange that the certificate so surrendered shall be properly endorsed, with signature guaranteed or otherwise in proper form for transfer and that the person requesting such exchange shall pay to the Surviving Corporation Company or its transfer agent any transfer or other taxes required by reason of the issuance of certificates for such shares of IHK Common Stock Retained Surviving Corporation Shares in a name other than that of the registered holder of the certificate surrendered, or establish to the satisfaction of the Surviving Corporation Company or its transfer agent that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.10(b3.5(b), each certificate for shares of Company Common Stock Shares shall be deemed at any time after the Effective Time of the Merger to represent only the right to receive upon such surrender the Cash Merger Consideration as contemplated by Section 2.06Price for each Share (other than any Retained Surviving Corporation Share) and a new certificate for each Retained Surviving Corporation Share. (c) No dividends or other distributions with respect to shares of IHK Common Stock Retained Surviving Corporation Shares with a record date after the Effective Time of the Merger shall be paid to the holder of any unsurrendered certificate for shares of Company Common Stock Shares not surrendered with respect to the shares of IHK Common Stock Retained Shares represented thereby and no cash payment in lieu of fractional shares of IHK Common Stock Shares shall be paid to any such holder pursuant to Section 2.10(e3.5(e) until the surrender of the such certificate for shares of Company Common Stock with respect to the shares of IHK Common Stock represented thereby in accordance with this Article IIIII. Subject to the effect of applicable lawslaw, following surrender of any such certificatescertificate, these there shall be paid to the holder of the certificate representing whole shares of IHK Common Stock Retained Surviving Corporation Shares issued in connection therewith, without interest (i) at the time of such surrender surrender, the amount of any cash payable in lieu of a fractional shares retained share to which such holder is entitled pursuant to Section 2.10(e3.5(e) and the proportionate amount of dividends or other distributions with a record date after the Effective Time theretofore of the Merger therefor paid with respect to such shares of IHK Common StockRetained Surviving Corporation Shares, and (ii) at the appropriate payment date, the proportionate amount of dividends or other distributions with a record date after the Effective Time of the Merger but prior to such surrender and a payment date subsequent to such surrender payable with respect to such whole shares of IHK Common StockRetained Surviving Corporation Shares. (d) All cash paid upon the surrender for exchange of certificates representing shares of Company Common Stock Shares in accordance with the terms of this Article II III (including any cash paid pursuant to Section 2.10(e3.5(e)) shall be deemed to have been issued (and paid) paid in full satisfaction of all rights pertaining to the shares of Company Common Stock Shares exchanged for cash theretofore represented by such certificates. (e) Notwithstanding any other provisions provision of this Agreement, each holder of shares of Company Common Stock after Shares retained pursuant to the Effective Time Merger who would otherwise have been entitled to receive as Stock Consideration retain a fraction of a share of IHK Common Stock Retained Surviving Corporation Share (after taking into account all shares of Company Common Stock Shares delivered by such holder) shall receive, in lieu thereof, a cash payment (without interest) equal to such fraction multiplied by the applicable Cash ConsiderationMerger Price. (f) Any portion of the Merger Consideration cash deposited with the Exchange Paying Agent pursuant to this Section 2.10 3.5 (the "Exchange Fund") which remains undistributed to the holders of the certificates representing shares of Company Common Stock for six months Shares 180 days after the Effective Time of the Merger shall be delivered to IHK, the Surviving Corporation at such time and any holders of shares of Company Common Stock Shares prior to the Effective Time Merger who have not theretofore complied with this Article II III shall thereafter look only to IHK the Surviving Corporation and only as general unsecured creditors thereof for payment of their claim for cash or shares of IHK Common Stockcash, if any. (g) None of Merger Sub, the Company, IHK Sub or the Exchange Company or the Paying Agent shall be liable to any person in respect of any cash or any shares of IHK Common Stock from the Exchange Fund delivered to a public office pursuant to any applicable abandoned property, escheat or similar law. If any certificates representing shares of Company Common Stock Shares shall not have been surrendered prior to two years after the Effective Time of the Merger (or immediately prior to the such earlier date on which any Merger Consideration cash in respect of such certificate would otherwise escheat to or become the property of any Government AuthorityGovernmental Entity (as defined below)), any such Merger Consideration cash in respect of such certificate shall, as such time and 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 Paying Agent shall invest any cash included in the Exchange Fund, as directed by IHKthe Investor, on a daily basis, provided that such investments shall be in obligations of the United States of America or obligations fully guaranteed as to principal and interest by the United States of America, any of which may be made through a repurchase agreement in commercially reasonable form with any bank or other financial institution having capital, surplus and undivided profits of at least $500,000,000. Any interest and other income resulting from such investments shall be paid to IHKthe Company. To the extent that there are losses with respect to such investments, or the Exchange Fund diminishes for other reasons below the level required to make prompt payments of the Cash Merger Consideration Price as contemplated hereby, IHK Investor shall promptly replace or restore the portion of the Exchange Fund lost through investments or other events so as to ensure that the Exchange Fund is, at all times, maintained at a level sufficient to make such payments. (i) The Company shall pay all charges and expenses of the Exchange Paying Agent.

Exchange of Certificates. (a) Prior to After the mailing Effective Time of the Proxy Statement, IHK shall appoint a bank or trust company to act as paying agent (the "Exchange Agent") for the payment of the Merger Consideration. As of or promptly after the Effective Time, IHK shall deposit the aggregate Merger Consideration with the Exchange Agent for the benefit of the holders of shares of Company Common Stock, for exchange in accordance with this Article II. (b) As soon as practicable after the Effective TimeMerger, each holder of an outstanding certificate or certificates which prior thereto represented representing shares of Company Common Stock shalleMagin-Nevada common stock may be asked to surrender the same for cancellation to an exchange agent, upon surrender whose name will be delivered to such holders prior to any requested exchange (the Exchange Agent of such certificate or certificates and acceptances thereof by the "Exchange Agent"), and each such holder shall be entitled to receive in exchange therefor a certificate or certificates representing the number of full shares of IHK Common Stock received the Surviving Corporation's common stock into which such holders' shares of eMagin-Nevada common stock were converted as Stock Consideration herein provided. Unless and until so surrendered, each outstanding certificate theretofore representing shares of eMagin-Nevada common stock shall be deemed for all purposes to represent the Cash Considerationnumber of whole shares of the Surviving Corporation's common stock into which such shares of eMagin-Nevada common stock were converted in the Merger. (b) The registered owner on the books and records of the Surviving Corporation or the Exchange Agent of any shares of stock represented by such outstanding certificate shall, until such certificate shall have been surrendered for transfer or conversion or otherwise accounted for to the Surviving Corporation or the Exchange Agent, have and be entitled to exercise any voting and other rights with respect to and to receive dividends and other distributions upon the shares of common stock of the Surviving Corporation represented by such outstanding certificate as provided in this Article III. (c) Each certificate representing common stock of the Surviving Corporation so issued in the Merger shall bear the same legends, if any, into which with respect to the number of shares of Company Common Stock previously represented by such certificate or certificates surrendered shall have been converted pursuant to this Agreement. The Exchange Agent shall accept such certificates upon compliance with such reasonable terms and conditions restrictions on transferability as the Exchange Agent may impose to effect an orderly certificates of eMagin-Nevada so converted and given in exchange thereof in accordance with normal exchange practices. After therefor, unless otherwise determined by the Effective Time, there shall be no further transfer on the records Board of the Company or its transfer agent Directors of certificates representing shares of Company Common Stock, and if such certificates are presented to the Surviving Corporation for transfer, they shall be canceled against delivery of cash and/or certificates for shares of IHK Common Stock in accordance compliance with this Agreement. applicable laws. (d) If any certificate for such shares of IHK Common Stock eMagin-Delaware common stock is to be issued in, or if cash is to be remitted to, in a name other than that in which the certificate for shares of Company Common Stock surrendered for in exchange therefor is registered, it shall be a condition of such exchange issuance thereof that the certificate so surrendered shall be properly endorsed, with signature guaranteed or endorsed and otherwise in proper form for transfer, that such transfer otherwise be proper and that the person requesting such exchange shall transfer pay to eMagin-Delaware or the Surviving Corporation or its transfer agent Exchange Agent any transfer or other taxes required payable by reason of the issuance of certificates for such shares of IHK Common Stock new certificate in a name other than that of the registered holder of the certificate surrendered, surrendered or establish to the satisfaction of the Surviving Corporation or its transfer agent eMagin-Delaware that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.10(b), each certificate for shares of Company Common Stock shall be deemed at any time after the Effective Time of the Merger to represent only the right to receive upon such surrender the Merger Consideration as contemplated by Section 2.06payable. (c) No dividends or other distributions with respect to shares of IHK Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered certificate for shares of Company Common Stock with respect to the shares of IHK Common Stock represented thereby and no cash payment in lieu of fractional shares of IHK Common Stock shall be paid to any such holder pursuant to Section 2.10(e) until the surrender of the certificate for shares of Company Common Stock with respect to the shares of IHK Common Stock represented thereby in accordance with this Article II. Subject to the effect of applicable laws, following surrender of any such certificates, these shall be paid to the holder of the certificate representing whole shares of IHK Common Stock issued in connection therewith, without interest (i) at the time of such surrender the amount of any cash payable in lieu of fractional shares to which such holder is entitled pursuant to Section 2.10(e) and the proportionate amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such shares of IHK Common Stock, and (ii) at the appropriate payment date, the proportionate 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 IHK Common Stock. (d) All cash paid upon the surrender for exchange of certificates representing shares of Company Common Stock in accordance with the terms of this Article II (including any cash paid pursuant to Section 2.10(e)) shall be deemed to have been issued (and paid) in full satisfaction of all rights pertaining to the shares of Company Common Stock exchanged for cash theretofore represented by such certificates. (e) Notwithstanding any other provisions of this Agreement, each holder of shares of Company Common Stock after the Effective Time who would otherwise have been entitled to receive as Stock Consideration a fraction of a share of IHK Common Stock (after taking into account all shares of Company Common Stock delivered by such holder) shall receive, in lieu thereof, a cash payment (without interest) equal to such fraction multiplied by the Cash Consideration. (f) Any portion of the Merger Consideration deposited with the Exchange Agent pursuant to this Section 2.10 (the "Exchange Fund") which remains undistributed to the holders of the certificates representing shares of Company Common Stock for six months after the Effective Time shall be delivered to IHK, and any holders of shares of Company Common Stock prior to the Effective Time who have not theretofore complied with this Article II shall thereafter look only to IHK and only as general creditors thereof for payment of their claim for cash or shares of IHK Common Stock, if any. (g) None of Merger Sub, the Company, IHK or the Exchange Agent shall be liable to any person in respect of any cash or any shares of IHK Common Stock from the Exchange Fund delivered to a public office pursuant to any applicable abandoned property, escheat or similar law. If any certificates representing shares of Company Common Stock shall not have been surrendered immediately prior to the date on which any Merger Consideration in respect of such certificate would otherwise escheat to or become the property of any Government Authority, any such Merger Consideration in respect of such certificate shall, as such time and 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 IHK, on a daily basis, provided that such investments shall be in obligations of the United States of America or obligations fully guaranteed as to principal and interest by the United States of America, any of which may be made through a repurchase agreement in commercially reasonable form with any bank or other financial institution having capital, surplus and undivided profits of at least $500,000,000. Any interest and other income resulting from such investments shall be paid to IHK. To the extent that there are losses with respect to such investments, or the Exchange Fund diminishes for other reasons below the level required to make prompt payments of the Merger Consideration as contemplated hereby, IHK shall promptly replace or restore the portion of the Exchange Fund lost through investments or other events so as to ensure that the Exchange Fund is, at all times, maintained at a level sufficient to make such payments. (i) The Company shall pay all charges and expenses of the Exchange Agent.

Exchange of Certificates. (a) Prior to the mailing of the Proxy Statement, IHK shall appoint a bank or trust company to act as paying agent (the "Exchange Agent") for the payment of the Merger Consideration. As of or promptly after the Effective Time, IHK shall deposit the aggregate Merger Consideration with the Exchange Agent for the benefit of the holders of shares of Company Common Stock, for exchange in accordance with this Article II. (b) As soon as practicable after the ------------------------ Effective Time, the Partnership shall cause the Exchange Agent to send to each holder of record of Corporation Stock immediately prior to the Effective Time transmittal materials (including the Partnership's then-current form of Transfer Application) for use in exchanging Corporation Stock certificates. Each holder of a certificate formerly representing Corporation Stock who surrenders or has surrendered such certificate (or customary affidavits and indemnification regarding the loss or destruction of such certificate) to the Exchange Agent, together with properly executed transmittal materials and an outstanding certificate or certificates which prior thereto represented shares of Company Common Stock executed Transfer Application, shall, upon surrender to the Exchange Agent of such certificate or certificates and acceptances thereof by the Exchange Agentacceptance thereof, be entitled to a certificate Depositary Receipt (or certificates if no Transfer Application is submitted shall be entitled to a Unit Certificate) representing the number of full shares whole Partnership Units to which such holder is entitled (and cash in lieu of IHK Common Stock received as Stock Consideration and the Cash Consideration, if any, into fractional Partnership Units to which the number of shares of Company Common Stock previously represented by such certificate or certificates surrendered shall have been converted pursuant to this Agreementholder would otherwise be entitled). The Exchange Agent shall accept such certificates stock certificate upon compliance with such reasonable and customary terms and conditions as the Exchange Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. After the Effective TimeThe Partnership shall not be obligated to deliver Unit Certificates, there shall be no further transfer on the records Depositary Receipts, or cash in lieu of fractional Partnership Units to which any former holder of Corporation Stock is entitled as a result of the Company Merger until such holder surrenders his certificate or its transfer agent of certificates representing shares of Company Common StockCorporation Stock (or customary affidavits and indemnification regarding the loss or destruction of such certificate) for exchange, and if such certificates are presented to the Surviving Corporation for transfertogether with properly executed transmittal materials, they shall be canceled against delivery of cash and/or certificates for shares of IHK Common Stock as provided in accordance with this AgreementSection 2.4. If any certificate for such shares of IHK Common Stock Depositary Receipt or Unit Certificate, or any check representing cash and/or declared but unpaid distributions, is to be issued in, or if cash is to be remitted to, in a name other than that in which the a certificate for shares of Company Common Stock surrendered for exchange is registeredissued, it shall be a condition of such exchange that the certificate so surrendered shall be properly endorsed, with signature guaranteed or endorsed and otherwise in proper form for transfer and that the person Person requesting such exchange shall pay affix any requisite stock transfer tax stamps to the Surviving Corporation certificate surrendered or its transfer agent any transfer or other taxes required by reason of the issuance of certificates provide funds for such shares of IHK Common Stock in a name other than that of the registered holder of the certificate surrendered, their purchase or establish to the satisfaction of the Surviving Corporation or its transfer agent Exchange Agent that such tax has been paid or is taxes are not applicable. Until surrendered as contemplated by this Section 2.10(b), each certificate for shares of Company Common Stock shall be deemed at any time after the Effective Time of the Merger to represent only the right to receive upon such surrender the Merger Consideration as contemplated by Section 2.06payable. (c) No dividends or other distributions with respect to shares of IHK Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered certificate for shares of Company Common Stock with respect to the shares of IHK Common Stock represented thereby and no cash payment in lieu of fractional shares of IHK Common Stock shall be paid to any such holder pursuant to Section 2.10(e) until the surrender of the certificate for shares of Company Common Stock with respect to the shares of IHK Common Stock represented thereby in accordance with this Article II. Subject to the effect of applicable laws, following surrender of any such certificates, these shall be paid to the holder of the certificate representing whole shares of IHK Common Stock issued in connection therewith, without interest (i) at the time of such surrender the amount of any cash payable in lieu of fractional shares to which such holder is entitled pursuant to Section 2.10(e) and the proportionate amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such shares of IHK Common Stock, and (ii) at the appropriate payment date, the proportionate 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 IHK Common Stock. (d) All cash paid upon the surrender for exchange of certificates representing shares of Company Common Stock in accordance with the terms of this Article II (including any cash paid pursuant to Section 2.10(e)) shall be deemed to have been issued (and paid) in full satisfaction of all rights pertaining to the shares of Company Common Stock exchanged for cash theretofore represented by such certificates. (e) Notwithstanding any other provisions of this Agreement, each holder of shares of Company Common Stock after the Effective Time who would otherwise have been entitled to receive as Stock Consideration a fraction of a share of IHK Common Stock (after taking into account all shares of Company Common Stock delivered by such holder) shall receive, in lieu thereof, a cash payment (without interest) equal to such fraction multiplied by the Cash Consideration. (f) Any portion of the Merger Consideration deposited with the Exchange Agent pursuant to this Section 2.10 (the "Exchange Fund") which remains undistributed to the holders of the certificates representing shares of Company Common Stock for six months after the Effective Time shall be delivered to IHK, and any holders of shares of Company Common Stock prior to the Effective Time who have not theretofore complied with this Article II shall thereafter look only to IHK and only as general creditors thereof for payment of their claim for cash or shares of IHK Common Stock, if any. (g) None of Merger Sub, the Company, IHK or the Exchange Agent shall be liable to any person in respect of any cash or any shares of IHK Common Stock from the Exchange Fund delivered to a public office pursuant to any applicable abandoned property, escheat or similar law. If any certificates representing shares of Company Common Stock shall not have been surrendered immediately prior to the date on which any Merger Consideration in respect of such certificate would otherwise escheat to or become the property of any Government Authority, any such Merger Consideration in respect of such certificate shall, as such time and 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 IHK, on a daily basis, provided that such investments shall be in obligations of the United States of America or obligations fully guaranteed as to principal and interest by the United States of America, any of which may be made through a repurchase agreement in commercially reasonable form with any bank or other financial institution having capital, surplus and undivided profits of at least $500,000,000. Any interest and other income resulting from such investments shall be paid to IHK. To the extent that there are losses with respect to such investments, or the Exchange Fund diminishes for other reasons below the level required to make prompt payments of the Merger Consideration as contemplated hereby, IHK shall promptly replace or restore the portion of the Exchange Fund lost through investments or other events so as to ensure that the Exchange Fund is, at all times, maintained at a level sufficient to make such payments. (i) The Company shall pay all charges and expenses of the Exchange Agent.

Exchange of Certificates. (a) Prior From and after the Effective Time, each outstanding certificate which prior to the mailing Effective Time represented shares of Dynegy Common Stock ("Dynegy Certificates") shall be deemed for all purposes to evidence ownership of, and to represent, the shares of Newco Common Stock into which the shares of Dynegy Common Stock represented by such Dynegy Certificate have been converted as herein provided. The registered owner on the books and records of Dynegy or its transfer agent of any such Dynegy Certificate as of the Proxy StatementEffective Time shall, IHK until such Dynegy Certificate shall have been surrendered for transfer or otherwise accounted for to Newco or its transfer agent, have and be entitled to exercise any voting and other rights with respect to and to receive any dividend and other distributions upon the shares of Newco Common Stock evidenced by such Dynegy Certificate as above provided. Following the Effective Time, each holder of record of one or more Dynegy Certificates may, but shall not be required to, surrender any Dynegy Certificate for cancellation to Newco or its transfer agent, and the holder of such Dynegy Certificate shall be entitled to receive in exchange therefor a certificate representing that number of shares of Newco Common Stock which such holder has the right to receive pursuant to the provisions of this Article 4, and the Dynegy Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of shares of Dynegy Common Stock that is not registered in the transfer records of Newco or Dynegy, a certificate representing the proper number of shares of Newco Common Stock may be issued to such a transferee if the Dynegy Certificate representing such shares of Dynegy Common Stock is presented to Newco or its transfer agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer taxes have been paid. (b) As of the Effective Time, Newco shall appoint a bank Mellon Investor Services LLC or trust company such other party reasonably satisfactory to act Enron as paying exchange agent (the "Exchange Agent") for the payment of the Merger Consideration. As of ), and Newco shall, when and as needed, deposit, or promptly after the Effective Time, IHK shall deposit the aggregate Merger Consideration cause to be deposited with the Exchange Agent for the benefit of the holders of shares of Company Enron Common Stock, Stock for exchange in accordance with this Article II4, certificates representing the shares of Newco Common Stock to be issued pursuant to Section 4.2 and delivered pursuant to this Section 4.4 in exchange for outstanding shares of Enron Common Stock. When and as needed, Newco shall provide the Exchange Agent immediately following the Effective Time cash sufficient to pay cash in lieu of fractional shares in accordance with Section 4.4(c) and (f) (such cash and certificates for shares of Newco Common Stock, together with any dividends or distributions with respect thereto, being hereinafter referred to as the "Exchange Fund"). (bc) As soon as practicable Promptly after the Effective Time, Newco shall cause the Exchange Agent to mail to each holder of an outstanding certificate record of one or certificates which prior thereto represented more Enron Certificates (together with the Dynegy Certificates, the "Certificates") (other than to holders of shares of Company Enron Common Stock shallthat, pursuant to Section 4.2(c), are canceled without payment of any consideration therefor): (A) a letter of transmittal (the "Letter of Transmittal"), which shall specify that delivery shall be effected, and risk of loss and title to the Enron Certificates shall pass, only upon surrender delivery of the Enron Certificates to the Exchange Agent and shall be in such form and have such other provisions as Newco may reasonably specify and (B) instructions for use in effecting the surrender of the Enron Certificates in exchange for certificates representing shares of Newco Common Stock and cash in lieu of fractional shares, if any. Upon surrender of an Enron Certificate for cancellation to the Exchange Agent together with such Letter of Transmittal, duly executed and completed in accordance with the instructions thereto, the holder of such Enron Certificate shall be entitled to receive in exchange therefor (x) a certificate representing that number of whole shares of Newco Common Stock and (y) a check representing the amount of cash in lieu of fractional shares, if any, and unpaid dividends and distributions, if any, which such holder has the right to receive pursuant to the provisions of this Article 4, after giving effect to any required withholding tax, and the Enron Certificate so surrendered shall forthwith be canceled. No interest will be paid or certificates accrued on the cash in lieu of fractional shares and acceptances thereof by unpaid dividends and distributions, if any, payable to holders of Enron Certificates. In the event of a transfer of ownership of Enron Common Stock that is not registered in the transfer records of Enron, a certificate representing the proper number of shares of Newco Common Stock, together with a check for the cash to be paid in lieu of fractional shares, if any, may be issued to such a transferee if the Enron Certificate representing such Enron Common Stock is presented to the Exchange Agent, be entitled accompanied by all documents required to a certificate or certificates representing the number of full shares of IHK Common Stock received as Stock Consideration evidence and the Cash Consideration, if any, into which the number of shares of Company Common Stock previously represented by effect such certificate or certificates surrendered shall transfer and to evidence that any applicable stock transfer taxes have been converted pursuant to paid. (d) Notwithstanding any other provisions of this Agreement. The Exchange Agent shall accept such certificates upon compliance with such reasonable terms and conditions as the Exchange Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. After the Effective Time, there shall be no further transfer on the records of the Company or its transfer agent of certificates representing shares of Company Common Stock, and if such certificates are presented to the Surviving Corporation for transfer, they shall be canceled against delivery of cash and/or certificates for shares of IHK Common Stock in accordance with this Agreement. If any certificate for such shares of IHK Common Stock is to be issued in, or if cash is to be remitted to, a name other than that in which the certificate for shares of Company Common Stock surrendered for exchange is registered, it shall be a condition of such exchange that the certificate so surrendered shall be properly endorsed, with signature guaranteed or otherwise in proper form for transfer and that the person requesting such exchange shall pay to the Surviving Corporation or its transfer agent any transfer dividends or other taxes required by reason of the issuance of certificates for such shares of IHK Common Stock in a name other than that of the registered holder of the certificate surrendered, distributions declared or establish to the satisfaction of the Surviving Corporation or its transfer agent that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.10(b), each certificate for shares of Company Common Stock shall be deemed at any time made after the Effective Time of the Merger to represent only the right to receive upon such surrender the Merger Consideration as contemplated by Section 2.06. (c) No dividends or other distributions with respect to shares of IHK Newco Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered certificate for shares of Company Common Stock Enron Certificate with respect to the shares of IHK Newco Common Stock represented thereby and no cash payment by such Enron Certificate as a result of the conversion provided in lieu of fractional shares of IHK Common Stock shall be paid to any such holder pursuant to Section 2.10(e4.2(b) until the surrender of the certificate for shares of Company Common Stock with respect to the shares of IHK Common Stock represented thereby in accordance with this Article IIsuch Enron Certificate is surrendered as provided herein. Subject to the effect of applicable laws, following surrender of any such certificatesEnron Certificate, these there shall be paid to the holder of the certificate representing whole shares of IHK Common Stock issued in connection therewithEnron Certificates so surrendered, without interest interest, (i) at the time of such surrender surrender, the amount of any cash payable in lieu of fractional shares to which such holder is entitled pursuant to Section 2.10(e) and the proportionate amount of dividends or other distributions with a record date after the Effective Time theretofore payable and not paid with respect to such the number of whole shares of IHK Newco Common StockStock issued pursuant to Section 4.2, less the amount of any withholding taxes, and (ii) at the appropriate payment date, the proportionate 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 IHK Newco Common Stock. (d) All cash paid upon , less the surrender for exchange amount of certificates representing shares of Company Common Stock in accordance with the terms of this Article II (including any cash paid pursuant to Section 2.10(e)) shall be deemed to have been issued (and paid) in full satisfaction of all rights pertaining to the shares of Company Common Stock exchanged for cash theretofore represented by such certificateswithholding taxes. (e) Notwithstanding any other provisions of this Agreement, each holder of shares of Company Common Stock At or after the Effective Time, the Enron Surviving Entity and the Dynegy Surviving Entity shall pay from funds on hand at the Effective Time who would otherwise any dividends or make other distributions with a record date prior to the Effective Time that may have been entitled to receive as Stock Consideration a fraction declared or made by Enron or Dynegy, respectively, on shares of a share of IHK Enron Common Stock (or Dynegy Common Stock, respectively, that remain unpaid at the Effective Time, and after taking into account all the Effective Time, there shall be no transfers on the stock transfer books of the Enron Surviving Entity of the shares of Company Enron Common Stock, or on the stock transfer books of the Dynegy Surviving Entity of the shares of Dynegy Common Stock, that were outstanding immediately prior to the Effective Time. If, after the Effective Time, Enron Certificates are presented to the Enron Surviving Entity or Dynegy Certificates are presented to the Dynegy Surviving Entity, the presented Certificates shall be canceled and exchanged for certificates representing shares of Newco Common Stock delivered by such holder) shall receive, and cash in lieu thereofof fractional shares, if any, deliverable in respect thereof pursuant to this Agreement in accordance with the procedures set forth in this Article 4. Certificates surrendered for exchange by any person constituting an "affiliate" of Dynegy or Enron for purposes of Rule 145(c) under the Securities Act of 1933, as amended (the "Securities Act"), shall not be exchanged until Newco has received a cash payment (without interest) equal to written agreement from such fraction multiplied by the Cash Considerationperson as provided in Section 7.11. (f) Any portion No fractional shares of Newco Common Stock shall be issued pursuant hereto. In lieu of the Merger Consideration deposited with the Exchange Agent issuance of any fractional shares of Newco Common Stock pursuant to this Section 2.10 (the "Exchange Fund") which remains undistributed 4.2(b), cash adjustments will be paid to the holders of the certificates representing shares of Company Common Stock for six months after the Effective Time shall be delivered to IHK, and any holders of shares of Company Common Stock prior to the Effective Time who have not theretofore complied with this Article II shall thereafter look only to IHK and only as general creditors thereof for payment of their claim for cash or shares of IHK Common Stock, if any. (g) None of Merger Sub, the Company, IHK or the Exchange Agent shall be liable to any person in respect of any cash or any fractional shares of IHK Newco Common Stock from that would otherwise be issuable, and the Exchange Fund delivered amount of such cash adjustment shall be equal to a public office pursuant to any applicable abandoned propertysuch fractional proportion of the Newco Share Price. For purposes of this Agreement, escheat or similar law. If any certificates representing shares the "Newco Share Price" shall mean the average of Company the per share last reported prices of the Dynegy Class A Common Stock shall as reported on the consolidated transaction reporting system for securities traded on the NYSE (as reported in the New York City edition of The Wall Street Journal or, if not have been surrendered immediately reported thereby, another authoritative source) for the 20 consecutive trading days ending on the fifth trading day prior to the date on which Closing Date, appropriately adjusted for any Merger Consideration in respect of such certificate would otherwise escheat to or become the property of any Government Authoritystock splits, any such Merger Consideration in respect of such certificate shallreverse stock splits, as such time and to the extent permitted by applicable lawstock dividends, 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 IHK, on a daily basis, provided that such investments shall be in obligations of the United States of America or obligations fully guaranteed as to principal and interest by the United States of America, any of which may be made through a repurchase agreement in commercially reasonable form with any bank recapitalizations or other financial institution having capital, surplus and undivided profits of at least $500,000,000. Any interest and other income resulting from such investments shall be paid to IHK. To the extent that there are losses with respect to such investments, or the Exchange Fund diminishes for other reasons below the level required to make prompt payments of the Merger Consideration as contemplated hereby, IHK shall promptly replace or restore the portion of the Exchange Fund lost through investments or other events so as to ensure that the Exchange Fund is, at all times, maintained at a level sufficient to make such paymentssimilar transactions. (i) The Company shall pay all charges and expenses of the Exchange Agent.

Exchange of Certificates. (a) Prior to the mailing of the Proxy Statement, IHK shall appoint a bank At or trust company to act as paying agent (the "Exchange Agent") for the payment of the Merger Consideration. As of or promptly after the Effective Time, IHK shall deposit the aggregate Merger Consideration with the Exchange Agent for the benefit of the holders of shares of Company Common Stock, for exchange in accordance with this Article II. (b) As soon as practicable after the Effective Time, each Castelle will send to the holders of Ibex Stock Certificates (i) a letter of transmittal in customary form and containing such provisions as Castelle may reasonably specify, and (ii) instructions for use in effecting the surrender of Ibex Stock Certificates in exchange for certificates representing Castelle Common Stock. Upon surrender of a Ibex Stock Certificate to Castelle for exchange, together with a duly executed letter of transmittal and such other documents as may be reasonably required by Xxxxxxxx, the holder of an outstanding certificate or certificates which prior thereto represented shares of Company Common such Ibex Stock shall, upon surrender to the Exchange Agent of such certificate or certificates and acceptances thereof by the Exchange Agent, Certificate shall be entitled to receive in exchange therefor a certificate or certificates representing the number of full whole shares of IHK Castelle Common Stock received as Stock Consideration and that such holder has the Cash Consideration, if any, into which the number of shares of Company Common Stock previously represented by such certificate or certificates surrendered shall have been converted right to receive pursuant to the provisions of this Agreement. The Exchange Agent shall accept such certificates upon compliance with such reasonable terms and conditions as the Exchange Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. After the Effective Time, there shall be no further transfer on the records of the Company or its transfer agent of certificates representing shares of Company Common StockSection 1, and if such certificates are presented to the Surviving Corporation for transfer, they shall be canceled against delivery of cash and/or certificates for shares of IHK Common Ibex Stock in accordance with this Agreement. If any certificate for such shares of IHK Common Stock is to be issued in, or if cash is to be remitted to, a name other than that in which the certificate for shares of Company Common Stock surrendered for exchange is registered, it shall be a condition of such exchange that the certificate Certificate so surrendered shall be properly endorsed, with signature guaranteed or otherwise in proper form for transfer and that the person requesting such exchange shall pay to the Surviving Corporation or its transfer agent any transfer or other taxes required by reason of the issuance of certificates for such shares of IHK Common Stock in a name other than that of the registered holder of the certificate surrendered, or establish to the satisfaction of the Surviving Corporation or its transfer agent that such tax has been paid or is not applicablecanceled. Until surrendered as contemplated by this Section 2.10(b)1.8, each certificate for shares of Company Common Ibex Stock Certificate shall be deemed at any time deemed, from and after the Effective Time of the Merger Time, to represent only the right to receive upon such surrender the Merger Consideration a certificate representing shares of Castelle Common Stock (and cash in lieu of any fractional share of Castelle Common Stock) as contemplated by this Section 2.061.8. If any Ibex Stock Certificate shall have been lost, stolen or destroyed, Castelle may, in its discretion and as a condition precedent to the issuance of any certificate representing Castelle Common Stock, require the owner of such lost, stolen or destroyed Ibex Stock Certificate to provide an appropriate affidavit and to deliver a bond (in such sum as Castelle may reasonably direct) as indemnity against any claim that may be made against the Surviving Corporation with respect to such Ibex Stock Certificate. (cb) No dividends or other distributions declared or made with respect to shares of IHK Castelle Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered certificate for shares of Company Common Ibex Stock Certificate with respect to the shares of IHK Castelle Common Stock represented thereby thereby, and no cash payment in lieu of any fractional shares of IHK Common Stock share shall be paid to any such holder, until such holder pursuant to Section 2.10(e) until the surrender of the certificate for shares of Company Common surrenders such Ibex Stock with respect to the shares of IHK Common Stock represented thereby Certificate in accordance with this Article II. Subject to the effect of applicable laws, following surrender of any Section 1.8 (at which time such certificates, these holder shall be paid entitled to the holder of the certificate representing whole receive all such dividends and distributions and such cash payment). (c) No fractional shares of IHK Castelle Common Stock shall be issued in connection therewithwith the Merger, and no certificates for any such fractional shares shall be issued. In lieu of such fractional shares, any holder of capital stock of Ibex who would otherwise be entitled to receive a fraction of a share of Castelle Common Stock (after aggregating all fractional shares of Castelle Common Stock issuable to such holder) shall, upon surrender of such holder's Ibex Stock Certificate(s), be paid in cash the dollar amount (rounded to the nearest whole cent), without interest (i) at interest, determined by multiplying such fraction by the time Designated Castelle Stock Price. For purposes of such surrender the amount of any cash payable in lieu of fractional shares to which such holder is entitled pursuant to Section 2.10(e) and the proportionate amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such shares of IHK Common Stock, and (ii) at the appropriate payment datethis paragraph, the proportionate amount "Designated Castelle Stock Price" shall be eight dollars ($8.00) per share 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 IHK Castelle Common Stock. (d) All cash paid upon the surrender for exchange The Surviving Corporation shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable to any holder or former holder of certificates representing shares capital stock of Company Common Stock in accordance with the terms of this Article II (including any cash paid Ibex pursuant to Section 2.10(e)) this Agreement such amounts as the Surviving Corporation may be required to deduct or withhold therefrom under the Code or under any provision of state, local or foreign tax law. To the extent such amounts are so deducted or withheld, such amounts shall be deemed treated for all purposes under this Agreement as having been paid to the Person to whom such amounts would otherwise have been issued (and paid) in full satisfaction of all rights pertaining to the shares of Company Common Stock exchanged for cash theretofore represented by such certificates. (e) Notwithstanding any other provisions of this Agreement, each holder of shares of Company Common Stock after the Effective Time who would otherwise have been entitled to receive as Stock Consideration a fraction of a share of IHK Common Stock (after taking into account all shares of Company Common Stock delivered by such holder) The Surviving Corporation shall receive, in lieu thereof, a cash payment (without interest) equal to such fraction multiplied by the Cash Consideration. (f) Any portion of the Merger Consideration deposited with the Exchange Agent pursuant to this Section 2.10 (the "Exchange Fund") which remains undistributed to the holders of the certificates representing shares of Company Common Stock for six months after the Effective Time shall be delivered to IHK, and any holders of shares of Company Common Stock prior to the Effective Time who have not theretofore complied with this Article II shall thereafter look only to IHK and only as general creditors thereof for payment of their claim for cash or shares of IHK Common Stock, if any. (g) None of Merger Sub, the Company, IHK or the Exchange Agent shall be liable to any person in respect holder or former holder of any cash or capital stock of Ibex for any shares of IHK Castelle Common Stock from the Exchange Fund (or dividends or distributions with respect thereto), or for any cash amounts, delivered to a any public office official pursuant to any applicable abandoned property, escheat or similar law. If any certificates representing shares of Company Common Stock shall not have been surrendered immediately prior to the date on which any Merger Consideration in respect of such certificate would otherwise escheat to or become the property of any Government Authority, any such Merger Consideration in respect of such certificate shall, as such time and 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 IHK, on a daily basis, provided that such investments shall be in obligations of the United States of America or obligations fully guaranteed as to principal and interest by the United States of America, any of which may be made through a repurchase agreement in commercially reasonable form with any bank or other financial institution having capital, surplus and undivided profits of at least $500,000,000. Any interest and other income resulting from such investments shall be paid to IHK. To the extent that there are losses with respect to such investments, or the Exchange Fund diminishes for other reasons below the level required to make prompt payments of the Merger Consideration as contemplated hereby, IHK shall promptly replace or restore the portion of the Exchange Fund lost through investments or other events so as to ensure that the Exchange Fund is, at all times, maintained at a level sufficient to make such payments. (i) The Company shall pay all charges and expenses of the Exchange Agent.

Exchange of Certificates. (a) Prior to the mailing Each outstanding certificate theretofore representing shares of the Proxy Statement, IHK shall appoint a bank or trust company to act as paying agent Zen Pottery common stock that are not Dissenting Shares (the "Exchange AgentNon-Dissenting Shares") shall be deemed for all purposes to represent the payment number of whole shares of the Xethanol common stock into which such Non-Dissenting Shares of Zen Pottery common stock were converted in the Merger Considerationand the holder thereof shall not be required to surrender such certificate for a certificate issued by Xethanol. As of or promptly However, after the Effective Time, IHK shall deposit the aggregate Merger Consideration with the Exchange Agent for the benefit Date of the holders of shares of Company Common Stock, for exchange in accordance with this Article II. (b) As soon as practicable after the Effective TimeMerger, each holder of an outstanding certificate or certificates which prior thereto represented shares representing Non-Dissenting Shares of Company Common Zen Pottery common stock may, at such stockholder's option and sole discretion, surrender the same for cancellation to Corporate Stock shallTransfer, upon surrender to Inc., as the Exchange Agent sole stock transfer and registrar of such certificate or certificates the Zen Pottery common stock and acceptances thereof by as exchange agent therefor (the "Exchange Agent"), and each such holder shall be entitled to receive in exchange therefor a certificate or certificates representing the number of full shares of IHK Common Stock received the Xethanol common stock into which the surrendered shares were converted as Stock Consideration herein provided. The registered owner on the books and records of Xethanol or the Cash ConsiderationExchange Agent of any such outstanding certificate representing Non-Dissenting Shares of Zen Pottery common stock shall, until such certificate shall have been surrendered for transfer or conversion or otherwise accounted for to the Surviving Corporation or the Exchange Agent, have and be entitled to exercise any voting and other rights with respect to and to receive dividends and other distributions upon the shares of common stock of the Surviving Corporation represented by such outstanding certificate as provided above. Each certificate representing common stock of the Surviving Corporation so issued in the Merger shall bear the same legends, if any, into which with respect to the number of shares of Company Common Stock previously represented by such certificate or certificates surrendered shall have been converted pursuant to this Agreement. The Exchange Agent shall accept such certificates upon compliance with such reasonable terms and conditions restrictions on transferability as the Exchange Agent may impose to effect an orderly certificates of Zen Pottery so converted and given in exchange thereof in accordance with normal exchange practices. After therefor, unless otherwise determined by the Effective Time, there shall be no further transfer on the records Board of the Company or its transfer agent Directors of certificates representing shares of Company Common Stock, and if such certificates are presented to the Surviving Corporation for transfer, they shall be canceled against delivery of cash and/or certificates for shares of IHK Common Stock in accordance compliance with this Agreementapplicable laws. If any certificate for such shares of IHK Common Stock Xethanol stock is to be issued in, or if cash is to be remitted to, in a name other than that in which the certificate for shares of Company Common Stock surrendered for in exchange therefor is registered, it shall be a condition of such exchange issuance thereof that the certificate so surrendered shall be properly endorsed, with signature guaranteed or endorsed and otherwise in proper form for transfer, that such transfer otherwise be proper and that the person requesting such exchange shall transfer pay to the Surviving Corporation or its transfer agent Exchange Agent any transfer or other taxes required payable by reason of the issuance of certificates for such shares of IHK Common Stock new certificate in a name other than that of the registered holder of the certificate surrendered, surrendered or establish to the satisfaction of the Surviving Corporation or its transfer agent Xethanol that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.10(b), each certificate for shares of Company Common Stock shall be deemed at any time after the Effective Time of the Merger to represent only the right to receive upon such surrender the Merger Consideration as contemplated by Section 2.06payable. (c) No dividends or other distributions with respect to shares of IHK Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered certificate for shares of Company Common Stock with respect to the shares of IHK Common Stock represented thereby and no cash payment in lieu of fractional shares of IHK Common Stock shall be paid to any such holder pursuant to Section 2.10(e) until the surrender of the certificate for shares of Company Common Stock with respect to the shares of IHK Common Stock represented thereby in accordance with this Article II. Subject to the effect of applicable laws, following surrender of any such certificates, these shall be paid to the holder of the certificate representing whole shares of IHK Common Stock issued in connection therewith, without interest (i) at the time of such surrender the amount of any cash payable in lieu of fractional shares to which such holder is entitled pursuant to Section 2.10(e) and the proportionate amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such shares of IHK Common Stock, and (ii) at the appropriate payment date, the proportionate 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 IHK Common Stock. (d) All cash paid upon the surrender for exchange of certificates representing shares of Company Common Stock in accordance with the terms of this Article II (including any cash paid pursuant to Section 2.10(e)) shall be deemed to have been issued (and paid) in full satisfaction of all rights pertaining to the shares of Company Common Stock exchanged for cash theretofore represented by such certificates. (e) Notwithstanding any other provisions of this Agreement, each holder of shares of Company Common Stock after the Effective Time who would otherwise have been entitled to receive as Stock Consideration a fraction of a share of IHK Common Stock (after taking into account all shares of Company Common Stock delivered by such holder) shall receive, in lieu thereof, a cash payment (without interest) equal to such fraction multiplied by the Cash Consideration. (f) Any portion of the Merger Consideration deposited with the Exchange Agent pursuant to this Section 2.10 (the "Exchange Fund") which remains undistributed to the holders of the certificates representing shares of Company Common Stock for six months after the Effective Time shall be delivered to IHK, and any holders of shares of Company Common Stock prior to the Effective Time who have not theretofore complied with this Article II shall thereafter look only to IHK and only as general creditors thereof for payment of their claim for cash or shares of IHK Common Stock, if any. (g) None of Merger Sub, the Company, IHK or the Exchange Agent shall be liable to any person in respect of any cash or any shares of IHK Common Stock from the Exchange Fund delivered to a public office pursuant to any applicable abandoned property, escheat or similar law. If any certificates representing shares of Company Common Stock shall not have been surrendered immediately prior to the date on which any Merger Consideration in respect of such certificate would otherwise escheat to or become the property of any Government Authority, any such Merger Consideration in respect of such certificate shall, as such time and 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 IHK, on a daily basis, provided that such investments shall be in obligations of the United States of America or obligations fully guaranteed as to principal and interest by the United States of America, any of which may be made through a repurchase agreement in commercially reasonable form with any bank or other financial institution having capital, surplus and undivided profits of at least $500,000,000. Any interest and other income resulting from such investments shall be paid to IHK. To the extent that there are losses with respect to such investments, or the Exchange Fund diminishes for other reasons below the level required to make prompt payments of the Merger Consideration as contemplated hereby, IHK shall promptly replace or restore the portion of the Exchange Fund lost through investments or other events so as to ensure that the Exchange Fund is, at all times, maintained at a level sufficient to make such payments. (i) The Company shall pay all charges and expenses of the Exchange Agent.

Exchange of Certificates. (a) Prior to the mailing of the Proxy Statement, IHK shall appoint a bank or trust company to act as paying agent (the "Exchange Agent") for the payment of the Merger Consideration. As of or promptly after the Effective TimeTime of the Merger, IHK Sub shall deposit the aggregate Merger Consideration with the Exchange Paying Agent as necessary, for the benefit of the holders of shares of Company Common Stock, for exchange payment in accordance with this Article II4, the funds necessary to pay the Cash Merger Price (less the Stock Election Consideration if the Stock Election is exercised) for each share. (b) As soon as practicable after the Effective TimeTime of the Merger, (i) each holder of an outstanding certificate or certificates which prior thereto represented pursuant to Section 4.2 represent the right to receive shares of Company Common Stock shallthe Surviving Corporation, upon surrender to the Exchange Paying Agent of such certificate or certificates and acceptances acceptance thereof by the Exchange paying agent selected by Sub (the "Paying Agent"), shall be entitled to a certificate or certificates representing the number of full shares of IHK Common Stock received as Stock Roll-Over Share Consideration and the Cash Consideration, if any, into which the number of shares of Company Common Stock Roll-Over Shares previously represented by such certificate or certificates surrendered shall have been converted pursuant to this AgreementAgreement and (ii) each other holder of an outstanding certificate or certificates which prior hereto represented shares of Company Common Stock (other than Roll-Over Shares), upon surrender to a paying agent selected by Sub (the "Paying Agent") of such certificate or certificates and acceptance thereof by the Paying Agent, shall be entitled to receive in exchange therefor either (A) the Cash Merger Price multiplied by the number of shares of Company Common Stock formerly represented by such certificate or (B) if the Stock Election is exercised, (x) the Cash Merger Price (less the Stock Election Consideration) multiplied by the number of Stock Election Shares formerly represented by such certificate and (y) a certificate or certificates representing the Stock Election Consideration multiplied by the number of Stock Election Shares formerly represented by such certificate divided by the Cash Merger Price, and the certificate shall forthwith be cancelled. No interest will be paid on or accrue on the Cash Merger Price. The Exchange Paying Agent shall accept such certificates upon compliance with such reasonable terms and conditions as the Exchange Paying Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. After the Effective TimeTime of the Merger, there shall be no further transfer on the records of the Company or its transfer agent of certificates representing shares of Company Common StockStock which have been converted, in whole or in part, pursuant to this Agreement, into the right to receive cash, and if such certificates are presented to the Surviving Corporation Company for transfer, they shall be canceled against delivery of cash and/or certificates for shares of IHK Common Stock in accordance with this Agreementsuch cash. If any certificate or certificates for such shares of IHK Common Roll-Over Share Consideration or Stock Election Consideration, if applicable, is to be issued in, or if cash is to be remitted to, a name other than that in which the certificate for shares of Company Common Stock surrendered for exchange is registered, it shall be a condition of such exchange that the certificate so surrendered shall be properly endorsed, with signature guaranteed or otherwise in proper form for transfer and that the person requesting such exchange shall pay to the Surviving Corporation Company or its transfer agent any transfer or other taxes required by reason of the issuance of certificates for such shares of IHK Common Roll-Over Share Consideration or Stock Election Consideration, if applicable, in a name other than that of the registered holder of the certificate surrendered, or establish to the satisfaction of the Surviving Corporation Company or its transfer agent that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.10(b4.4(b), (i) each certificate for shares of Company Common Stock Roll-Over Shares shall be deemed at any time after the Effective Time of the Merger to represent only the right to receive upon such surrender the Merger Consideration a new certificate or certificates for each Roll-Over Share, as contemplated by Section 2.064.2(b) and (ii) each certificate for shares of Company Common Stock (other than the Roll-Over Shares) shall be deemed at any time after the Effective Time of the Merger to represent (A) only the right to receive upon such surrender the Cash Merger Price for each share of Company Common Stock or (B) if the Stock Election is exercised, the right to receive upon such surrender (x) the Cash Merger Price (less the Stock Election Consideration) for each Stock Election Share and (y) a new certificate or certificates for each Stock Election Share, as contemplated by Section 4.2(a). (c) No dividends or other distributions with respect to shares of IHK Common Roll-Over Shares or Stock Election Shares, if applicable, with a record date after the Effective Time of the Merger shall be paid to the holder of any unsurrendered certificate for shares of Company Common Stock not surrendered with respect to the shares of IHK Common Roll-Over Shares or the Stock Election Shares, if applicable, represented thereby and no cash payment in lieu of fractional shares of IHK Company Common Stock shall be paid to any such holder pursuant to Section 2.10(e4.4(e) until the surrender of the such certificate for shares of Company Common Stock with respect to the shares of IHK Common Stock represented thereby in accordance with this Article II4. Subject to the effect of applicable lawslaw, following surrender of any such certificatescertificate, these there shall be paid to the holder of the certificate or certificates representing whole shares of IHK Common issued for the Roll-Over Share Consideration or Stock issued in connection therewithElection Consideration, if applicable, without interest (i) at the time of such surrender surrender, the amount of any cash payable in lieu of a fractional shares share representing the Roll-Over Share Consideration or the Stock Election Consideration, if applicable, to which such holder is entitled pursuant to Section 2.10(e4.4(e) and the proportionate amount of dividends or other distributions with a record date after the Effective Time theretofore of the Merger therefor paid with respect to such shares of IHK Common Stockrepresenting the Roll-Over Share Consideration or the Stock Election Consideration, if applicable, and (ii) at the appropriate payment date, the proportionate amount of dividends or other distributions with a record date after the Effective Time of the Merger but prior to such surrender and a payment date subsequent to such surrender payable with respect to such whole shares of IHK Common Stockrepresenting the Roll-Over Share Consideration and the Stock Election Consideration, if applicable. (d) All cash paid upon the surrender for exchange of certificates representing shares of Company Common Stock in accordance with the terms of this Article II 4 (including any cash paid pursuant to Section 2.10(e4.4(e)) shall be deemed to have been issued (and paid) paid in full satisfaction of all rights pertaining to the shares of Company Common Stock exchanged for cash theretofore represented by such certificates. (e) Notwithstanding any other provisions provision of this Agreement, each holder of shares of Company Common Roll-Over Shares or Stock after the Effective Time Election Shares who would otherwise have been entitled to receive as Stock Consideration retain a fraction of a share of IHK Common representing the Roll-Over Share Consideration or the Stock Election Consideration (after taking into account all shares of Company Common Roll-Over Shares and Stock Election Shares, as the case may be, delivered by such holder) shall receive, in lieu thereof, a cash payment (without interest) equal to such fraction multiplied by the Cash ConsiderationMerger Price. (f) Any portion of the Merger Consideration cash deposited with the Exchange Paying Agent pursuant to this Section 2.10 4.4 (the "Exchange Fund") which remains undistributed to the holders of the certificates representing shares of Company Common Stock for six months 180 days after the Effective Time of the Merger shall be delivered to IHK, the Surviving Corporation at such time and any holders of shares of Company Common Stock (other than Roll- Over Shares) prior to the Effective Time Merger who have not theretofore complied with this Article II 4 shall thereafter look only to IHK the Surviving Corporation and only as general unsecured creditors thereof for payment of their claim for cash or shares of IHK Common Stockcash, if any. (g) None of Merger Sub, the Company, IHK Company or the Exchange Paying Agent shall be liable to any person in respect of any cash or any shares of IHK Common Stock from the Exchange Fund delivered to a public office pursuant to any applicable abandoned property, escheat or similar law. If any certificates representing shares of Company Common Stock shall not have been surrendered prior to one year after the Effective Time of the Merger (or immediately prior to the such earlier date on which any Merger Consideration cash in respect of such certificate would otherwise escheat to or become the property of any Government Authorityfederal, state, local, or municipal, foreign or other government or subdivision, branch, department or agency thereof and any governmental or quasi-governmental authority of any nature, including any court or other tribunal (each a "Governmental Entity")), any such Merger Consideration cash in respect of such certificate shall, as such time and 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 In the event any certificate shall invest any cash included in have been lost, stolen or destroyed, upon the Exchange Fund, as directed by IHK, on a daily basis, provided making of an affidavit of that such investments shall be in obligations of the United States of America or obligations fully guaranteed as to principal and interest fact by the United States person claiming such certificate to be lost, stolen or destroyed and, if required by Surviving Corporation, the posting by such person of America, a bond in such reasonable amount as Surviving Corporation may direct as indemnity against any of which claim that may be made through a repurchase agreement in commercially reasonable form with any bank or other financial institution having capital, surplus and undivided profits of at least $500,000,000. Any interest and other income resulting from such investments shall be paid to IHK. To the extent that there are losses against it with respect to such investmentscertificate, the Paying Agent will issue in exchange for such lost, stolen or destroyed certificate the shares representing the Roll-Over Share Consideration or the Stock Election Consideration, as the case may be (and cash in lieu of fractional shares), and unpaid dividends and distributions on shares representing the Roll-Over Share Consideration and the Stock Election Consideration, if applicable, deliverable in respect thereof pursuant to this Agreement, or cash, as the Exchange Fund diminishes for other reasons below the level required to make prompt payments of the Merger Consideration as contemplated hereby, IHK shall promptly replace or restore the portion of the Exchange Fund lost through investments or other events so as to ensure that the Exchange Fund is, at all times, maintained at a level sufficient to make such paymentscase may be. (i) The Company shall pay all charges and expenses of the Exchange Agent.

Exchange of Certificates. (a) Prior to the mailing of the Proxy Statement, IHK shall appoint a bank or trust company to act as paying agent (the "Exchange Agent") for the payment of the Merger Consideration. As of or promptly Promptly after the Effective Time, IHK Brainworks shall deposit the aggregate Merger Consideration with the Exchange Agent for Surviving Corporation certificates representing the benefit of the holders of shares of Company Brainworks Common Stock, for exchange in accordance with this Article IIStock issuable pursuant to Section 1.5(a)(i). (b) As soon Upon surrender of a Company Stock Certificate to the Surviving Corporation for exchange, together with such other documents as practicable after may be reasonably required by the Effective Time, each Surviving Corporation or Brainworks: (i) the holder of an outstanding certificate or certificates which prior thereto represented shares of such Company Common Stock shall, upon surrender to the Exchange Agent of such certificate or certificates and acceptances thereof by the Exchange Agent, Certificate shall be entitled to receive in exchange therefor a certificate or certificates representing the number of full shares of IHK Common Stock received as Stock Consideration and the Cash Consideration, if any, into which the number of shares of Company Brainworks Common Stock previously represented by that such certificate or certificates surrendered shall have been converted holder has the right to receive pursuant to this Agreement. The Exchange Agent shall accept such certificates upon compliance with such reasonable terms the provisions of Section 1.5(a)(i); and conditions as the Exchange Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. After the Effective Time, there shall be no further transfer on the records of the (ii) any Company or its transfer agent of certificates representing shares of Company Common Stock, and if such certificates are presented to the Surviving Corporation for transfer, they shall be canceled against delivery of cash and/or certificates for shares of IHK Common Stock in accordance with this Agreement. If any certificate for such shares of IHK Common Stock is to be issued in, or if cash is to be remitted to, a name other than that in which the certificate for shares of Company Common Stock surrendered for exchange is registered, it shall be a condition of such exchange that the certificate Certificate so surrendered shall be properly endorsed, with signature guaranteed or otherwise in proper form for transfer and that the person requesting such exchange shall pay to the Surviving Corporation or its transfer agent any transfer or other taxes required by reason of the issuance of certificates for such shares of IHK Common Stock in a name other than that of the registered holder of the certificate surrendered, or establish to the satisfaction of the Surviving Corporation or its transfer agent that such tax has been paid or is not applicablecanceled. Until surrendered as contemplated by this Section 2.10(b)1.7, each certificate for shares of Company Common Stock Certificate shall be deemed at any time deemed, from and after the Effective Time of the Merger Time, to represent only the right to receive upon such surrender the Merger Consideration shares of Brainworks Common Stock as contemplated by Section 2.061.5(a)(i). (c) No dividends As soon as practicable, following the Effective Time, Brainworks shall take all steps necessary to call a special meeting of the stockholders of Brainworks for the purpose of voting upon a proposal to increase the authorized number of shares of Brainworks Common Stock from 25,000,000 to 50,000,000 shares. On the effective date of the increase in the authorized number of shares of Brainworks Common Stock to 50,000,000, each share of Company Converting Preferred Stock will be exchanged into one share of Brainworks Common Stock, subject to adjustment in the following events: (i) if, prior to such exchange, (A) the number of outstanding shares of Brainworks Common Stock is increased by a stock split, stock dividend, a reclassification or other distributions with respect to similar event, the number of shares of IHK Brainworks Common Stock with a record date after to be issued in exchange for the Effective Time Company Converting Preferred Stock shall be paid proportionately increased; or (B) the number of outstanding shares of Brainworks Common Stock is decreased by a reverse stock split, combination or reclassification of shares or other similar event, the number of shares of Brainworks Common Stock issuable in exchange for the Company Converting Preferred Stock shall be proportionately decreased; and (ii) if, prior to the holder exchange of any unsurrendered certificate Brainworks Common Stock for the Company Converting Preferred Stock, there is a merger, consolidation, business combination, tender offer, exchange of shares, recapitalization, reorganization, redemption or other similar event, as a result of which shares of Company Common Stock with respect to the shares of IHK Common Stock represented thereby and no cash payment in lieu of fractional shares of IHK Brainworks Common Stock shall be paid to any such holder pursuant to Section 2.10(e) until the surrender of the certificate for shares of Company Common Stock with respect to the shares of IHK Common Stock represented thereby in accordance with this Article II. Subject to the effect of applicable laws, following surrender of any such certificates, these shall be paid to the holder of the certificate representing whole shares of IHK Common Stock issued in connection therewith, without interest (i) at the time of such surrender the amount of any cash payable in lieu of fractional shares to which such holder is entitled pursuant to Section 2.10(e) and the proportionate amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such shares of IHK Common Stock, and (ii) at the appropriate payment date, the proportionate 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 IHK Common Stock. (d) All cash paid upon the surrender for exchange of certificates representing shares of Company Common Stock in accordance with the terms of this Article II (including any cash paid pursuant to Section 2.10(e)) shall be deemed to have been issued (and paid) in full satisfaction of all rights pertaining to the shares of Company Common Stock exchanged for cash theretofore represented by such certificates. (e) Notwithstanding any other provisions of this Agreement, each holder or changed into the same or a different number of shares of Company the same or another class or classes of stock or securities of Brainworks or another entity, then the number of shares of Brainworks Common Stock after issuable upon exchange of the Effective Time who Company Converting Preferred Stock shall be proportionately adjusted. Brainworks shall not enter into or affect any transaction which would otherwise have been entitled to receive as Stock Consideration a fraction cause an adjustment in the number of a share shares of IHK Brainworks Common Stock (after taking into account all shares issuable upon exchange of Company Common Converting Preferred Stock delivered by such holder) shall receive, as provided in lieu thereof, a cash payment (without interest) equal to such fraction multiplied by the Cash Consideration. (f) Any portion of the Merger Consideration deposited with the Exchange Agent pursuant to this Section 2.10 (1.7 without the "Exchange Fund") which remains undistributed to prior written consent of the holders of the certificates representing shares of Company Common Stock for six months after the Effective Time shall be delivered to IHK, and any holders of shares of Company Common Stock prior to the Effective Time who have not theretofore complied with this Article II shall thereafter look only to IHK and only as general creditors thereof for payment of their claim for cash or shares of IHK Common Stock, if any. (g) None of Merger Sub, the Company, IHK or the Exchange Agent shall be liable to any person a majority in respect of any cash or any shares of IHK Common Stock from the Exchange Fund delivered to a public office pursuant to any applicable abandoned property, escheat or similar law. If any certificates representing shares of Company Common Stock shall not have been surrendered immediately prior to the date on which any Merger Consideration in respect of such certificate would otherwise escheat to or become the property of any Government Authority, any such Merger Consideration in respect of such certificate shall, as such time and to the extent permitted by applicable law, become the property aggregate principal amount of the Surviving Corporation, free and clear of all claims or interest of any person previously entitled theretothen outstanding Company Converting Preferred Stock. (h) The Exchange Agent shall invest any cash included in the Exchange Fund, as directed by IHK, on a daily basis, provided that such investments shall be in obligations of the United States of America or obligations fully guaranteed as to principal and interest by the United States of America, any of which may be made through a repurchase agreement in commercially reasonable form with any bank or other financial institution having capital, surplus and undivided profits of at least $500,000,000. Any interest and other income resulting from such investments shall be paid to IHK. To the extent that there are losses with respect to such investments, or the Exchange Fund diminishes for other reasons below the level required to make prompt payments of the Merger Consideration as contemplated hereby, IHK shall promptly replace or restore the portion of the Exchange Fund lost through investments or other events so as to ensure that the Exchange Fund is, at all times, maintained at a level sufficient to make such payments. (i) The Company shall pay all charges and expenses of the Exchange Agent.

Exchange of Certificates. (a) Prior to the mailing of the Proxy Statement, IHK shall appoint a bank or trust company to act as paying agent (the "Exchange Agent") for the payment of the Merger Consideration. As of At or promptly after following the Effective Time, IHK Buyer shall deposit the aggregate Merger Consideration deposit, or cause to be deposited with the Exchange Agent for the benefit of holders of shares of Company Common Stock and Company OP Units, cash and certificates representing shares of Class B Stock or cash, Notes and certificates representing the shares of Class B Stock, as the case may be, constituting the Merger Consideration. For purposes of this Section 1.5, holders of Company OP Units shall be treated in the same manner as holders of shares of Company Common Stock, for exchange except as provided in accordance with this Article IIthe last sentence of Section 1.5(b) hereof. (b) As soon as practicable after of or promptly after, and in any event not later than five business days following, the Effective Time, the Surviving Entity shall cause the Exchange Agent to mail (and to make available for collection by hand) to each holder of an outstanding record of a certificate or certificates certificates, which immediately prior thereto to the Effective Time represented outstanding shares of Company Common Stock shall(the "Certificates"), (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon surrender proper delivery of the Certificates to the Exchange Agent and which shall be in the form and have such other provisions as Buyer and the Company may reasonably specify) and (ii) instructions for use in effecting the surrender of such certificate or certificates and acceptances thereof by the Exchange Agent, be entitled to Certificates in exchange for (A) a certificate or certificates representing the number of full shares of IHK Common Class B Stock received as Stock Consideration and the Cash ConsiderationNotes, if any, into which all or a portion of the number of shares of Company Common Stock previously represented by such certificate Certificate have been converted pursuant to this Agreement and (B) the amount of cash, if any, into which all or certificates surrendered a portion of the number of shares of Company Common Stock previously represented by such Certificate shall have been converted pursuant to this AgreementAgreement (which instructions shall provide that at the election of the surrendering holder, Certificates may be surrendered, and the Merger Consideration in exchange therefor collected, by hand delivery). Upon surrender of a Certificate for cancellation to the Exchange Agent, together with a letter of transmittal duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration for each share of Company Common Stock formerly represented by such Certificate, to be mailed (or made available for collection by hand if so elected by the surrendering holder) within three business days of receipt thereof (or, in the case of any holders that surrender Certificates with a Form of Election prior to the calculation of the Cash Proration Factor and the Non-Cash Proration Factor, three business days after such calculation), and the Certificate so surrendered shall be forthwith cancelled. The Exchange Agent shall accept such certificates Certificates upon compliance with such reasonable terms and conditions as the Exchange Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. After the Effective Time, there No interest shall be no further transfer paid or accrued for the benefit of holders of the Certificates on the records Merger Consideration payable upon the surrender of the Company Certificates, or its transfer agent of certificates representing shares for the Merger Consideration deliverable to the holder of Company Common Stock, and if such certificates are presented OP Units pursuant to the Surviving Corporation following sentence, except for transferinterest accruing on the Notes in accordance with their terms. Immediately following delivery to the Exchange Agent of the Merger Consideration contemplated by Section 1.5(a) hereof, the Exchange Agent shall cause to be delivered to the holders of Company OP Units the Merger Consideration that they shall be canceled against delivery of cash and/or certificates for shares of IHK Common Stock are entitled in accordance with this Agreement. If any certificate for such shares of IHK Common Stock is to be issued in, or if cash is to be remitted to, a name other than that in which the certificate for shares of Company Common Stock surrendered for exchange is registered, it shall be a condition of such exchange that the certificate so surrendered shall be properly endorsed, with signature guaranteed or otherwise in proper form for transfer and that the person requesting such exchange shall pay to the Surviving Corporation or its transfer agent any transfer or other taxes required by reason of the issuance of certificates for such shares of IHK Common Stock in a name other than that of the registered holder of the certificate surrendered, or establish to the satisfaction of the Surviving Corporation or its transfer agent that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.10(b), each certificate for shares of Company Common Stock shall be deemed at any time after the Effective Time of the Merger to represent only the right to receive upon such surrender the Merger Consideration as contemplated by Section 2.06.Article I. (c) No dividends or other distributions with respect to shares of IHK Common Class B Stock or interest with respect to the Notes, as the case may be, with a record date after the Effective Time shall be paid to the holder of any unsurrendered certificate for shares of Company Common Stock Certificate with respect to the shares of IHK Class B Stock and Notes represented thereby or to the holder of any Company OP Units by reason of the conversion of shares of Company Common Stock represented thereby and Company OP Units pursuant to Sections 1.2(a), 1.3 and 1.4 hereof and no cash payment in lieu of fractional shares of IHK Common Stock or Fractional Notes shall be paid to any such holder pursuant to Section 2.10(e1.5(d) hereof until the surrender of the certificate for shares of Company Common Stock with respect to the shares of IHK Common Stock represented thereby such Certificate in accordance with this Article III or the delivery of the Merger Consideration to the holders of Company OP Units pursuant to the last sentence of Section 1.5(b). Subject to the effect of applicable laws, following surrender of any such certificatesCertificate or concurrently with such delivery, these there shall be paid to the holder of Person in whose name the certificate representing whole shares of IHK Common Class B Stock issued in connection therewith, without interest and Notes are registered (i) at the time of such surrender or delivery or as promptly after the sale of the Excess Shares or Excess Notes (as defined in Section 1.5(d) hereof) as practicable, the amount of any cash payable in lieu of fractional shares of Class B Stock or Fractional Notes to which such holder is entitled pursuant to Section 2.10(e1.5(d) hereof and the proportionate amount of dividends or other distributions or interest with a record date after the Effective Time theretofore paid with respect to such shares Class B Stock or Notes issued upon conversion of IHK Company Common StockStock and Company OP Units, and (ii) at the appropriate payment date, the proportionate amount of dividends or other distributions or interest 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 IHK Common StockClass B Stock or Notes. (d) All cash paid upon the surrender for exchange of certificates representing shares of Company Common Stock in accordance with the terms of this Article II (including any cash paid pursuant to Section 2.10(e)) shall be deemed to have been issued (and paid) in full satisfaction of all rights pertaining to the shares of Company Common Stock exchanged for cash theretofore represented by such certificates. (e) Notwithstanding any other provisions provision of this Agreement, no fraction of a share of Class B Stock or of a Note shall be issued in connection with the Merger, and such fractional interest shall not entitle the owner thereof to vote or to any rights as a security holder of Reckson. In lieu of any such fractional security, each holder of shares of Company Common Stock after the Effective Time who would and Company OP Units otherwise have been entitled to receive as Stock Consideration a fraction of a share of IHK Common Class B Stock or of a Note will be entitled to receive in accordance with the provisions of this Section 1.5 from the Exchange Agent, a cash payment representing such holder's proportionate interest in the net proceeds from the sale by the Exchange Agent on behalf of all such holders of the aggregate of the fractions of Class B Stock or Notes, as the case may be, which would otherwise be issued (after taking into account all respectively, the "Excess Shares" and the "Excess Notes"). The sale of the Excess Shares by the Exchange Agent shall be executed on the NYSE through one or more member firms of the NYSE and shall be executed in round lots to the extent practicable. The sale of the Excess Notes by the Exchange Agent shall be executed in the over-the-counter market. Until the net proceeds of such sale or sales have been distributed to the holders of shares of Company Common Stock delivered by and Company OP Units, the Exchange Agent will, subject to Section 1.5(e) hereof, hold such holder) proceeds in trust for the holders of shares of Company Common Stock and Company OP Units. Buyer shall receivepay all commissions, transfer taxes and other out-of-pocket transaction costs, including the expenses and compensation of the Exchange Agent incurred in connection with such sale of the Excess Shares. As soon as practicable after the determination of the amount of cash, if any, to be paid to holders of shares of Company Common Stock and Company OP Units in lieu thereofof any fractional Class B Stock or Fractional Notes, a cash payment (without interest) equal the Exchange Agent shall make available such amounts to such fraction multiplied by the Cash Considerationholders of shares of Company Common Stock and Company OP Units. (fe) Any portion of the Merger Consideration deposited with the Exchange Agent pursuant to this Section 2.10 1.5 (the "Exchange Fund") which remains undistributed to the holders of the certificates representing shares of Company Common Stock Certificates for six months one year after the Effective Time shall be delivered to IHKBuyer, upon demand, and any holders of shares of Company Common Stock prior to the Effective Time Merger who have not theretofore complied with this Article II I shall (to the extent permitted by applicable law) thereafter look only to IHK Buyer and only as general creditors thereof for payment of their claim for cash or (i) cash, if any, (ii) shares of IHK Common Class B Stock, if any, (iii) Notes, if any, (iv) any cash in lieu of fractional shares of Class B Stock and Fractional Notes and (v) any dividends or distributions with respect to shares of Class B Stock or interest with respect to Notes to which such holders may be entitled. (gf) None of Merger SubBuyer, Reckson, the Company, IHK Company or the Exchange Agent shall be liable to any person Person in respect of any cash or any shares of IHK Common Stock Class B Stock, Notes or cash from the Exchange Fund delivered to a public office official pursuant to any applicable abandoned property, escheat or similar law. If any certificates representing shares of Company Common Stock Certificates shall not have been surrendered prior to one year after the Effective Time (or immediately prior to the such earlier date on which (i) any Merger Consideration cash, (ii) any cash in lieu of fractional shares of Class B Stock or Fractional Notes, (iii) any shares of Class B Stock or Notes or (iv) any dividends or distributions with respect to shares of Class B Stock or interest with respect to Notes in respect of which such certificate Certificate would otherwise escheat to or become the property of any Government AuthorityGovernmental Entity (as defined in Section 3.3(b) hereof)), any such Merger Consideration shares of Class B Stock, Notes, cash, dividends or distributions or interest in respect of such certificate Certificate shall, as such time and to the extent permitted by applicable law, become the property of the Surviving CorporationBuyer, free and clear of all claims or interest of any person Person previously entitled thereto. (hg) The Exchange Agent shall invest any cash included in the Exchange Fund, as directed by IHK, Buyer on a daily basis, provided that such investments shall be in obligations of the United States of America or obligations fully guaranteed as to principal and interest by the United States of America, any of which may be made through a repurchase agreement in commercially reasonable form with any bank or other financial institution having capital, surplus and undivided profits of at least $500,000,000. Any interest and other income resulting from such investments shall be paid to IHKBuyer. To the extent that there are losses with respect to such investmentsNothing contained in this Section 1.5(g) shall relieve Buyer, Reckson or the Exchange Fund diminishes for other reasons below Agent from making the level payments required by this Article I to make prompt payments be made to the holders of the Merger Consideration as contemplated hereby, IHK shall promptly replace or restore the portion shares of the Exchange Fund lost through investments or other events so as Company Common Stock and to ensure that the Exchange Fund is, at all times, maintained at a level sufficient to make such paymentsholders of Company Stock Options. (i) The Company shall pay all charges and expenses of the Exchange Agent.

Exchange of Certificates. (a) Prior Except as otherwise provided in Section 3.1(c) or by the MGCL, from and after the Effective Time, all CCMH Common Stock shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist, and each holder of a certificate representing shares of CCMH Common Stock shall cease to have any rights with respect thereto, except the mailing of the Proxy Statementright to receive in exchange therefor, IHK shall appoint upon surrender thereof to a bank or trust company designated by EChapman and acceptable to act as paying agent CCMH (the "Exchange Agent") ), a certificate representing EChapman Shares to which such holder is entitled pursuant to Section 3.1 plus the Fractional Share Payment. Notwithstanding any other provision of this Agreement, until holders or transferees of certificates theretofore representing shares of CCMH Common Stock have surrendered them for the payment of the Merger Consideration. As of exchange as provided herein, no dividends or promptly other distributions declared or made after the Effective Time, IHK Time with respect to EChapman Shares with a record date after the Effective Time shall deposit be paid with respect to any EChapman Shares represented by such certificates and no Fractional Share Payment shall be made. Upon surrender of a certificate which immediately prior to the aggregate Merger Consideration with the Exchange Agent for the benefit of the holders of Effective Time represented shares of Company CCMH Common Stock, for exchange there shall be paid to the holder of such certificate by EChapman without interest, (i) promptly, the amount of any Fractional Share Payment with respect to a fractional EChapman Share to which such holder is entitled, (ii) except as provided in accordance (iii), below, the amount of dividends or other distributions (without interest) with this Article IIa record date after the Effective Time which theretofore became payable with respect to whole EChapman Shares, and (iii) at the appropriate payment date, the amount of dividends or other distributions, with a record date after the Effective Time but prior to surrender and a payment date occurring after surrender, payable with respect to such whole EChapman Shares. (b) As soon as practicable after the Effective Time, each holder of an outstanding certificate or certificates which prior thereto represented shares of Company Common Stock shall, upon surrender to the Exchange Agent of such certificate or certificates and acceptances thereof by the Exchange Agent, be entitled to a certificate or certificates representing the number of full shares of IHK Common Stock received as Stock Consideration and the Cash Consideration, if any, into which the number of shares of Company Common Stock previously represented by such certificate or certificates surrendered shall have been converted pursuant to this Agreement. The Exchange Agent shall accept such certificates upon compliance with such reasonable terms and conditions as the Exchange Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. After the Effective Time, there shall be no further transfer on the records of the Company or its transfer agent of certificates representing shares of Company Common Stock, and if such certificates are presented to the Surviving Corporation for transfer, they shall be canceled against delivery of cash and/or certificates for shares of IHK Common Stock in accordance with this Agreement. If any certificate for such shares of IHK Common Stock is EChapman Shares are to be issued in, or if cash is to be remitted to, in a name other than that in which the certificate for shares of Company CCMH Common Stock surrendered for in exchange therefor is registered, it shall be a condition of such exchange that the certificate so surrendered shall be properly endorsed, with signature guaranteed or endorsed and otherwise in proper form for transfer and that the person requesting such exchange shall pay have paid to EChapman or the Surviving Corporation or its transfer agent Exchange Agent any applicable transfer or other taxes required by reason of the issuance of certificates for such shares of IHK Common Stock in a name other than that of the registered holder of the certificate surrendered, or establish to the satisfaction of the Surviving Corporation or its transfer agent that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.10(b), each certificate for shares of Company Common Stock shall be deemed at any time after the Effective Time of the Merger to represent only the right to receive upon such surrender the Merger Consideration as contemplated by Section 2.06issuance. (c) No dividends As of the Effective Time, EChapman shall deposit, or other cause to be deposited, with the Exchange Agent, for the account of Merger Subsidiary, the number of EChapman Shares required to effect the exchanges referred to in paragraph (a) above, and cash for purposes of the Fractional Share Payment. EChapman shall thereafter from time to time deposit, or cause to be deposited, with the Exchange Agent cash for payment of any dividend or distributions with in respect to shares of IHK Common Stock such EChapman Shares with a record date after the Effective Time. (d) As soon as reasonably practicable after the Effective Time, EChapman or the Surviving Corporation shall cause the Exchange Agent to mail to each holder of record as of the Effective Time of a certificate or certificates that immediately prior to the Effective Time represented outstanding shares of CCMH Common Stock (the "CCMH Certificates"), whose shares were converted into the right to receive EChapman Shares (i) a letter of transmittal (which shall specify that delivery shall be paid effected, and risk of loss and title to CCMH Certificates shall pass, only upon delivery of CCMH Certificates to the Exchange Agent), and (ii) instructions for use in effecting the surrender of CCMH Certificates in exchange for EChapman Shares. Upon surrender of a CCMH Certificate for cancellation to the Exchange Agent, together with a duly executed letter of transmittal, the holder of any unsurrendered such CCMH Certificate shall be entitled to receive in exchange therefor a certificate for representing that number of whole EChapman Shares into which the shares of Company CCMH Common Stock theretofore represented by CCMH Certificates so surrendered shall have been converted pursuant to the provisions of Section 3.1, and CCMH Certificates so surrendered shall be cancelled. Notwithstanding the foregoing, neither the Exchange Agent nor any party hereto shall be liable to a holder of shares of CCMH Common Stock for any EChapman Shares or dividends or distributions thereon delivered to a public official pursuant to applicable abandoned property, escheat or similar laws. (e) Promptly following the date which is six (6) months after the Effective Time, EChapman or the Surviving Corporation shall cause the Exchange Agent to deliver to EChapman all certificates, property and other documents in its possession relating to the transactions described in this Agreement. Thereafter, each holder of a CCMH Certificate may surrender such CCMH Certificate to EChapman and (subject to applicable abandoned property, escheat and similar laws) receive in exchange therefor a certificate representing EChapman Shares to which such person is entitled, any dividends or distributions with respect to the shares EChapman Shares and any Fractional Share Payment, in each case without any interest thereon. Notwithstanding the foregoing, none of IHK the Exchange Agent, EChapman, Merger Subsidiary, or the Surviving Corporation shall be liable to a holder of CCMH Common Stock represented thereby and no cash payment in lieu of fractional shares of IHK Common Stock shall be paid for any EChapman Shares delivered to any such holder a public official pursuant to Section 2.10(eapplicable abandoned property, escheat and similar laws. (f) until In the surrender event any CCMH Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the certificate for shares person claiming such CCMH Certificate to be lost, stolen or destroyed, and the posting of Company Common Stock a bond by such person in such amount as EChapman may direct as indemnity against any claim that may be made against it or the Exchange Agent with respect to such CCMH Certificate, the shares Exchange Agent, EChapman or the Surviving Corporation, as the case may be, shall issue in exchange for such lost, stolen or destroyed CCMH Certificate, a certificate representing the proper number of IHK Common Stock represented thereby EChapman Shares deliverable in respect thereof determined in accordance with this Article II. Subject to Section 3.3, and cash for the effect of applicable laws, following surrender of Fractional Share Payment and any such certificates, these shall be paid to the holder of the certificate representing whole shares of IHK Common Stock issued in connection therewith, without interest (i) at the time of such surrender the amount of any cash payable in lieu of fractional shares to which such holder is entitled pursuant to Section 2.10(e) and the proportionate amount of other dividends or other distributions in respect of EChapman Shares with a record date after the Effective Time theretofore paid with respect to such shares of IHK Common Stock, and (ii) at the appropriate payment date, the proportionate 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 IHK Common StockTime. (d) All cash paid upon the surrender for exchange of certificates representing shares of Company Common Stock in accordance with the terms of this Article II (including any cash paid pursuant to Section 2.10(e)) shall be deemed to have been issued (and paid) in full satisfaction of all rights pertaining to the shares of Company Common Stock exchanged for cash theretofore represented by such certificates. (e) Notwithstanding any other provisions of this Agreement, each holder of shares of Company Common Stock after the Effective Time who would otherwise have been entitled to receive as Stock Consideration a fraction of a share of IHK Common Stock (after taking into account all shares of Company Common Stock delivered by such holder) shall receive, in lieu thereof, a cash payment (without interest) equal to such fraction multiplied by the Cash Consideration. (f) Any portion of the Merger Consideration deposited with the Exchange Agent pursuant to this Section 2.10 (the "Exchange Fund") which remains undistributed to the holders of the certificates representing shares of Company Common Stock for six months after the Effective Time shall be delivered to IHK, and any holders of shares of Company Common Stock prior to the Effective Time who have not theretofore complied with this Article II shall thereafter look only to IHK and only as general creditors thereof for payment of their claim for cash or shares of IHK Common Stock, if any. (g) None of Merger Sub, the Company, IHK or the Exchange Agent shall be liable to any person in respect of any cash or any shares of IHK Common Stock from the Exchange Fund delivered to a public office pursuant to any applicable abandoned property, escheat or similar law. If any certificates representing shares of Company Common Stock shall not have been surrendered immediately prior to the date on which any Merger Consideration in respect of such certificate would otherwise escheat to or become the property of any Government Authority, any such Merger Consideration in respect of such certificate shall, as such time and 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 IHK, on a daily basis, provided that such investments shall be in obligations of the United States of America or obligations fully guaranteed as to principal and interest by the United States of America, any of which may be made through a repurchase agreement in commercially reasonable form with any bank or other financial institution having capital, surplus and undivided profits of at least $500,000,000. Any interest and other income resulting from such investments shall be paid to IHK. To the extent that there are losses with respect to such investments, or the Exchange Fund diminishes for other reasons below the level required to make prompt payments of the Merger Consideration as contemplated hereby, IHK shall promptly replace or restore the portion of the Exchange Fund lost through investments or other events so as to ensure that the Exchange Fund is, at all times, maintained at a level sufficient to make such payments. (i) The Company shall pay all charges and expenses of the Exchange Agent.

Exchange of Certificates. (a) Prior to the mailing of the Proxy Statement, IHK shall appoint a bank or trust company to act as paying agent (the "Exchange Agent") for the payment of the Merger Consideration. As of or promptly after the Effective Time, IHK shall deposit the aggregate Merger Consideration with the Exchange Agent for the benefit of the holders of shares of Company Common Stock, for exchange in accordance with this Article II. (b) As soon as practicable after the Effective TimeMilestone Date, each holder of an outstanding certificate or certificates which prior thereto represented shares of Company Common Stock Parent shall notify the Rights Agent and the Rights Agent shall, upon being provided with the notice and instructions for surrender referred to below. promptly thereafter mail to all Holders of record of CVRs that were converted into the right to receive CVR Consideration (i) notice of the occurrence of the Milestone and (ii) instructions for surrendering their CVR Certificates in exchange for a certificate representing shares of Parent Common Stock and cash in lieu of fractional shares. Upon surrender of CVR Certificates for cancellation to the Exchange Agent Rights Agent, together with a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss of, and title to, the CVR Certificates shall pass, only upon delivery of the CVR Certificates to the Rights Agent) and other requested documents and in accordance with the instructions thereon, the Holder of such certificate or certificates and acceptances thereof by the Exchange Agent, Certificates shall be entitled to receive in exchange therefor (a) a certificate or certificates representing the that number of full whole shares of IHK Parent Common Stock received as Stock Consideration and the Cash Consideration, if any, into which the number of shares of Company Common Stock previously CVRs theretofore represented by such certificate or certificates the CVR Certificates so surrendered shall have been converted pursuant to the provisions of this AgreementAgreement and (b) a check in the amount of any cash due pursuant to Section 4.1(b) or Section 4.4. The Exchange Agent No interest shall accept be paid or shall accrue on any such certificates upon compliance with such reasonable terms and conditions as the Exchange Agent may impose to effect an orderly exchange thereof amounts. Until surrendered in accordance with normal exchange practicesthe provisions of this Section, each CVR Certificate shall represent for all purposes only the right to receive CVR Consideration and, if applicable, amounts under Section 4.4. After Shares of Parent Common Stock into which the Effective Time, there CVRs shall be no further transfer converted at the Milestone Date shall be deemed to have been issued on the records of the Company or its transfer agent of Milestone Date. Subject to Section 6 hereof, if any certificates representing shares of Company Common Stock, and if such certificates are presented to the Surviving Corporation for transfer, they shall be canceled against delivery of cash and/or certificates for shares of IHK Parent Common Stock in accordance with this Agreement. If any certificate for such shares of IHK Common Stock is are to be issued in, or if cash is to be remitted to, in a name other than that in which the certificate for shares of Company Common Stock CVR Certificate surrendered for exchange is registered, it shall be a condition of such exchange that the certificate so surrendered shall be properly endorsed, with signature guaranteed or otherwise in proper form for transfer and that the person requesting such exchange shall deliver to the Rights Agent all documents necessary to evidence and effect such transfer and shall pay to the Surviving Corporation or its transfer agent Rights Agent any transfer or other taxes required by reason of the issuance of certificates for such a certificate representing shares of IHK Parent Common Stock in a name other than that of the registered holder Holder of the certificate CVR Certificate surrendered, or establish to the satisfaction of the Surviving Corporation or its transfer agent Rights Agent that such tax has been paid or is not applicable. Until surrendered Beginning the date which is six months following the Milestone Date, Parent shall act as contemplated by this Section 2.10(b), each certificate for shares of Company Common Stock shall be deemed at the Rights Agent and thereafter any time after the Effective Time of the Merger to represent only the right to receive upon such surrender the Merger Consideration as contemplated by Section 2.06. (c) No dividends or other distributions with respect to shares of IHK Common Stock with a record date after the Effective Time shall be paid to the holder of an unsurrendered CVR Certificate shall look solely to Parent for any unsurrendered certificate for shares of Company Common Stock with respect to the shares of IHK Common Stock represented thereby and no cash payment in lieu of fractional shares of IHK Common Stock shall be paid to any such holder pursuant to Section 2.10(e) until the surrender of the certificate for shares of Company Common Stock with respect to the shares of IHK Common Stock represented thereby in accordance with this Article II. Subject to the effect of applicable laws, following surrender of any such certificates, these shall be paid to the holder of the certificate representing whole shares of IHK Common Stock issued in connection therewith, without interest (i) at the time of such surrender the amount of any cash payable in lieu of fractional shares amounts to which such holder is entitled pursuant Holder may be due, subject to Section 2.10(e) and the proportionate amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such shares of IHK Common Stock, and (ii) at the appropriate payment date, the proportionate 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 IHK Common Stock. (d) All cash paid upon the surrender for exchange of certificates representing shares of Company Common Stock in accordance with the terms of this Article II (including any cash paid pursuant to Section 2.10(e)) shall be deemed to have been issued (and paid) in full satisfaction of all rights pertaining to the shares of Company Common Stock exchanged for cash theretofore represented by such certificates. (e) applicable law. Notwithstanding any other provisions of this Agreement, each holder of shares of Company Common Stock after the Effective Time who would otherwise have been entitled to receive as Stock Consideration a fraction of a share of IHK Common Stock (after taking into account all shares of Company Common Stock delivered by such holder) shall receive, in lieu thereof, a cash payment (without interest) equal to such fraction multiplied by the Cash Consideration. (f) Any any portion of the Merger CVR Consideration deposited with the Exchange Agent pursuant to this Section 2.10 (the "Exchange Fund") which remains undistributed to the holders of the certificates representing shares of Company Common Stock for six months remaining unclaimed five years after the Effective Time shall be delivered to IHK, and any holders of shares of Company Common Stock prior to the Effective Time who have not theretofore complied with this Article II shall thereafter look only to IHK and only as general creditors thereof for payment of their claim for cash Milestone Date (or shares of IHK Common Stock, if any. (g) None of Merger Sub, the Company, IHK or the Exchange Agent shall be liable to any person in respect of any cash or any shares of IHK Common Stock from the Exchange Fund delivered to a public office pursuant to any applicable abandoned property, escheat or similar law. If any certificates representing shares of Company Common Stock shall not have been surrendered such earlier date immediately prior to the date on which any Merger Consideration in respect of such certificate time as such amounts would otherwise escheat to to, or become the property of any Government Authorityof, any such Merger Consideration in respect of such certificate shall, as such time and governmental entity) shall be returned 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 theretoParent. (h) The Exchange Agent shall invest any cash included in the Exchange Fund, as directed by IHK, on a daily basis, provided that such investments shall be in obligations of the United States of America or obligations fully guaranteed as to principal and interest by the United States of America, any of which may be made through a repurchase agreement in commercially reasonable form with any bank or other financial institution having capital, surplus and undivided profits of at least $500,000,000. Any interest and other income resulting from such investments shall be paid to IHK. To the extent that there are losses with respect to such investments, or the Exchange Fund diminishes for other reasons below the level required to make prompt payments of the Merger Consideration as contemplated hereby, IHK shall promptly replace or restore the portion of the Exchange Fund lost through investments or other events so as to ensure that the Exchange Fund is, at all times, maintained at a level sufficient to make such payments. (i) The Company shall pay all charges and expenses of the Exchange Agent.

Exchange of Certificates. (a) Prior to After the mailing Effective Date of the Proxy Statement, IHK shall appoint a bank or trust company to act as paying agent (the "Exchange Agent") for the payment of the Merger Consideration. As of or promptly after the Effective Time, IHK shall deposit the aggregate Merger Consideration with the Exchange Agent for the benefit of the holders of shares of Company Common Stock, for exchange in accordance with this Article II. (b) As soon as practicable after the Effective TimeMerger, each holder of an outstanding certificate or certificates which prior thereto represented representing shares of Company TeleNav Common Stock shallor TeleNav Preferred Stock may be asked to surrender the same for cancellation to an exchange agent, upon surrender whose name will be delivered to holders prior to any requested exchange (the Exchange Agent of such certificate or certificates and acceptances thereof by the “Exchange Agent”), and each such holder shall be entitled to receive in exchange therefor a certificate or certificates representing the number of full shares of IHK the Surviving Corporation’s Common Stock received or Preferred Stock, as Stock Consideration and the Cash Consideration, if anycase may be, into which the surrendered shares were converted as herein provided. Until so surrendered, each outstanding certificate theretofore representing shares of TeleNav Common Stock or TeleNav Preferred Stock shall be deemed for all purposes to represent the number of shares of Company the Surviving Corporation’s Common Stock previously represented by or Preferred Stock, respectively, into which such shares of TeleNav Common Stock or TeleNav Preferred Stock, as the case may be, were converted in the Merger. The registered owner on the books and records of the Surviving Corporation or the Exchange Agent of any such outstanding certificate shall, until such certificate or certificates surrendered shall have been converted pursuant to this Agreement. The Exchange Agent shall accept such certificates upon compliance with such reasonable terms and conditions as the Exchange Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. After the Effective Time, there shall be no further surrendered for transfer on the records of the Company or its transfer agent of certificates representing shares of Company Common Stock, and if such certificates are presented conversion or otherwise accounted for to the Surviving Corporation for transferor the Exchange Agent, they shall have and be canceled against delivery of cash and/or certificates for entitled to exercise any voting and other rights with respect to and to receive dividends and other distributions upon the shares of IHK Common Stock or Preferred Stock of the Surviving Corporation represented by such outstanding certificate as provided above. Each certificate representing Common Stock or Preferred Stock of the Surviving Corporation so issued in accordance the Merger shall bear the same legends, if any, with this Agreementrespect to the restrictions on transferability as the certificates of TeleNav so converted and given in exchange therefore, unless otherwise determined by the Board of Directors of the Surviving Corporation in compliance with applicable laws. If any certificate for such shares of IHK Common Stock the Surviving Corporation’s stock is to be issued in, or if cash is to be remitted to, in a name other than that in which the certificate for shares of Company Common Stock surrendered for in exchange therefor is registered, it shall be a condition of such exchange issuance thereof that the certificate so surrendered shall be properly endorsed, with signature guaranteed or endorsed and otherwise in proper form for transfer, that such transfer otherwise be proper and comply with applicable securities laws and that the person requesting such exchange shall transfer pay to the Surviving Corporation or its transfer agent Exchange Agent any transfer or other taxes required payable by reason of the issuance of certificates for such shares of IHK Common Stock new certificate in a name other than that of the registered holder of the certificate surrendered, surrendered or establish to the satisfaction of the Surviving Corporation or its transfer agent that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.10(b), each certificate for shares of Company Common Stock shall be deemed at any time after the Effective Time of the Merger to represent only the right to receive upon such surrender the Merger Consideration as contemplated by Section 2.06payable. (c) No dividends or other distributions with respect to shares of IHK Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered certificate for shares of Company Common Stock with respect to the shares of IHK Common Stock represented thereby and no cash payment in lieu of fractional shares of IHK Common Stock shall be paid to any such holder pursuant to Section 2.10(e) until the surrender of the certificate for shares of Company Common Stock with respect to the shares of IHK Common Stock represented thereby in accordance with this Article II. Subject to the effect of applicable laws, following surrender of any such certificates, these shall be paid to the holder of the certificate representing whole shares of IHK Common Stock issued in connection therewith, without interest (i) at the time of such surrender the amount of any cash payable in lieu of fractional shares to which such holder is entitled pursuant to Section 2.10(e) and the proportionate amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such shares of IHK Common Stock, and (ii) at the appropriate payment date, the proportionate 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 IHK Common Stock. (d) All cash paid upon the surrender for exchange of certificates representing shares of Company Common Stock in accordance with the terms of this Article II (including any cash paid pursuant to Section 2.10(e)) shall be deemed to have been issued (and paid) in full satisfaction of all rights pertaining to the shares of Company Common Stock exchanged for cash theretofore represented by such certificates. (e) Notwithstanding any other provisions of this Agreement, each holder of shares of Company Common Stock after the Effective Time who would otherwise have been entitled to receive as Stock Consideration a fraction of a share of IHK Common Stock (after taking into account all shares of Company Common Stock delivered by such holder) shall receive, in lieu thereof, a cash payment (without interest) equal to such fraction multiplied by the Cash Consideration. (f) Any portion of the Merger Consideration deposited with the Exchange Agent pursuant to this Section 2.10 (the "Exchange Fund") which remains undistributed to the holders of the certificates representing shares of Company Common Stock for six months after the Effective Time shall be delivered to IHK, and any holders of shares of Company Common Stock prior to the Effective Time who have not theretofore complied with this Article II shall thereafter look only to IHK and only as general creditors thereof for payment of their claim for cash or shares of IHK Common Stock, if any. (g) None of Merger Sub, the Company, IHK or the Exchange Agent shall be liable to any person in respect of any cash or any shares of IHK Common Stock from the Exchange Fund delivered to a public office pursuant to any applicable abandoned property, escheat or similar law. If any certificates representing shares of Company Common Stock shall not have been surrendered immediately prior to the date on which any Merger Consideration in respect of such certificate would otherwise escheat to or become the property of any Government Authority, any such Merger Consideration in respect of such certificate shall, as such time and 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 IHK, on a daily basis, provided that such investments shall be in obligations of the United States of America or obligations fully guaranteed as to principal and interest by the United States of America, any of which may be made through a repurchase agreement in commercially reasonable form with any bank or other financial institution having capital, surplus and undivided profits of at least $500,000,000. Any interest and other income resulting from such investments shall be paid to IHK. To the extent that there are losses with respect to such investments, or the Exchange Fund diminishes for other reasons below the level required to make prompt payments of the Merger Consideration as contemplated hereby, IHK shall promptly replace or restore the portion of the Exchange Fund lost through investments or other events so as to ensure that the Exchange Fund is, at all times, maintained at a level sufficient to make such payments. (i) The Company shall pay all charges and expenses of the Exchange Agent.

Exchange of Certificates. (a) Prior to the mailing of the Proxy Statement, IHK shall appoint a bank or trust company to act As soon as paying agent (the "Exchange Agent") for the payment of the Merger Consideration. As reasonably practicable as of or promptly after the Effective TimeTime of the Merger, IHK Newco shall deposit the aggregate Merger Consideration with the Exchange Agent Paying Agent, for the benefit of the holders of shares of Company Common StockShares, for exchange payment in accordance with this Article II, the funds necessary to pay the Cash Merger Price for each Share. (b) As soon as practicable after the Effective TimeTime of the Merger, each holder of an outstanding certificate or certificates which prior thereto represented shares of Company Common Stock shallShares, upon surrender to the Exchange Paying Agent of such certificate or certificates and acceptances acceptance thereof by the Exchange Paying Agent, shall be entitled to a certificate or certificates representing the number of full shares Retained Shares of IHK Common Stock received the Surviving Corporation, if any, to be retained by the holder thereof as Stock Consideration Retained Shares pursuant to this Agreement and the Cash Considerationamount of cash, if any, into which the number of shares of Company Common Stock Shares previously represented by such certificate or certificates surrendered shall have been converted pursuant to this Agreement. The Exchange Paying Agent shall accept such certificates upon compliance with such reasonable terms and conditions as the Exchange Paying Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. After the Effective TimeTime of the Merger, there shall be no further transfer on the records of the Company or its transfer agent of certificates representing shares of Company Common StockShares which have been converted, in whole or in part, pursuant to this Agreement, into the right to receive cash, and if such certificates are presented to the Surviving Corporation Company for transfer, they shall be canceled against delivery of cash and/or certificates for shares of IHK Common Stock in accordance with this Agreementsuch cash. If any certificate for such shares of IHK Common Stock Retained Shares is to be issued in, or if cash is to be remitted to, a name other than that in which the certificate for shares of Company Common Stock Shares surrendered for exchange is registered, it shall be a condition of such exchange that the certificate so surrendered shall be properly endorsed, with signature guaranteed or otherwise in proper form for transfer and that the person requesting such exchange shall pay to the Surviving Corporation Company or its transfer agent any transfer or other taxes required by reason of the issuance of certificates for such shares of IHK Common Stock Retained Shares in a name other than that of the registered holder of the certificate surrendered, or establish to the satisfaction of the Surviving Corporation Company or its transfer agent that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.10(b2.6(b), each certificate for shares of Company Common Stock Shares shall be deemed at any time after the Effective Time of the Merger to represent only the right to receive upon such surrender the Cash Merger Consideration Price for each Share (other than any Retained Share) and a new certificate for each Retained Share, as contemplated by Section 2.062.1. (c) No dividends or other distributions with respect to shares of IHK Common Stock Retained Shares with a record date after the Effective Time of the Merger shall be paid to the holder of any unsurrendered certificate for shares of Company Common Stock Shares not surrendered with respect to the shares of IHK Common Stock Retained Shares represented thereby and no cash payment in lieu of fractional shares of IHK Common Stock Shares shall be paid to any such holder pursuant to Section 2.10(e2.6(e) until the surrender of the such certificate for shares of Company Common Stock with respect to the shares of IHK Common Stock represented thereby in accordance with this Article II. Subject to the effect of applicable lawslaw, following surrender of any such certificatescertificate, these there shall be paid to the holder of the certificate representing whole shares of IHK Common Stock Retained Shares issued in connection therewith, without interest (i) at the time of such surrender surrender, the amount of any cash payable in lieu of a fractional shares retained share to which such holder is entitled pursuant to Section 2.10(e2.6(e) and the proportionate amount of dividends or other distributions with a record date after the Effective Time theretofore of the Merger therefor paid with respect to such shares of IHK Common StockRetained Shares, and (ii) at the appropriate payment date, the proportionate amount of dividends or other distributions with a record date after the Effective Time of the Merger but prior to such surrender and a payment date subsequent to such surrender payable with respect to such whole shares of IHK Common StockRetained Shares. (d) All cash paid upon the surrender for exchange of certificates representing shares of Company Common Stock Shares in accordance with the terms of this Article II (including any cash paid pursuant to Section 2.10(e2.6(e)) shall be deemed to have been issued (and paid) paid in full satisfaction of all rights pertaining to the shares of Company Common Stock Shares exchanged for cash theretofore represented by such certificates. (e) Notwithstanding any other provisions provision of this Agreement, each holder of shares of Company Common Stock after Shares retained pursuant to the Effective Time Merger who would otherwise have been entitled to receive as Stock Consideration retain a fraction of a share of IHK Common Stock Retained Share (after taking into account all shares of Company Common Stock Shares delivered by such holder) shall receive, in lieu thereof, a cash payment (without interest) equal to such fraction multiplied by the Cash ConsiderationMerger Price. (f) Any portion of the Merger Consideration cash deposited with the Exchange Paying Agent pursuant to this Section 2.10 2.6 (the "Exchange Fund") which remains undistributed to the holders of the ------------- certificates representing shares of Company Common Stock for six months Shares 180 days after the Effective Time of the Merger shall be delivered to IHK, the Surviving Corporation at such time and any holders of shares of Company Common Stock Shares prior to the Effective Time Merger who have not theretofore complied with this Article II shall thereafter look only to IHK the Surviving Corporation and only as general unsecured creditors thereof for payment of their claim for cash or shares of IHK Common Stockcash, if any. (g) None of Merger Sub, the Company, IHK Newco or the Exchange Company or the Paying Agent shall be liable to any person in respect of any cash or any shares of IHK Common Stock from the Exchange Fund delivered to a public office pursuant to any applicable abandoned property, escheat or similar law. If any certificates representing shares of Company Common Stock Shares shall not have been surrendered prior to one year after the Effective Time of the Merger (or immediately prior to the such earlier date on which any Merger Consideration cash in respect of such certificate would otherwise escheat to or become the property of any Government AuthorityGovernmental Entity (as defined below)), any such Merger Consideration cash in respect of such certificate shall, as such time and 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 Paying Agent shall invest any cash included in the Exchange Fund, as directed by IHKthe Investor, on a daily basis, provided that such investments shall be in obligations of the United States of America or obligations fully guaranteed as to principal and interest by the United States of America, any of which may be made through a repurchase agreement in commercially reasonable form with any bank or other financial institution having capital, surplus and undivided profits of at least $500,000,000. Any interest and other income resulting from such investments shall be paid to IHKthe Company. To the extent that there are losses with respect to such investments, or the Exchange Fund diminishes for other reasons below the level required to make prompt payments of the Cash Merger Consideration Price as contemplated hereby, IHK Investor shall promptly replace or restore the portion of the Exchange Fund lost through investments or other events so as to ensure that the Exchange Fund is, at all times, maintained at a level sufficient to make such payments. (i) The Company shall pay all charges and expenses of the Exchange Paying Agent.

Exchange of Certificates. (a) Prior to After the mailing Effective Date of the Proxy Statement, IHK shall appoint a bank or trust company to act as paying agent (the "Exchange Agent") for the payment of the Merger Consideration. As of or promptly after the Effective Time, IHK shall deposit the aggregate Merger Consideration with the Exchange Agent for the benefit of the holders of shares of Company Common Stock, for exchange in accordance with this Article II. (b) As soon as practicable after the Effective TimeMerger, each holder of an outstanding certificate or certificates which prior thereto represented representing shares of Company Common Stock shallILRG common stock shall surrender the same for cancellation to an exchange agent, upon surrender whose name will be delivered to such holders prior to any requested exchange (the Exchange Agent of such certificate or certificates and acceptances thereof by the "Exchange Agent"), and each such holder shall be entitled to receive in exchange therefor a certificate or certificates representing the number of full shares of IHK Common Stock received the Surviving Corporation's common stock into which such holders' shares of ILRG common stock were converted as Stock Consideration herein provided. Unless and until so surrendered, each outstanding certificate theretofore representing shares of ILRG common stock shall be deemed for all purposes to represent the Cash Considerationnumber of whole shares of the Surviving Corporation's common stock into which such shares of ILRG common stock were converted in the Reincorporation Merger. The registered owner on the books and records of ILRG or the Exchange Agent of any shares of stock represented by such outstanding certificate shall, until such certificate shall have been surrendered for transfer or conversion or otherwise accounted for to the Surviving Corporation or the Exchange Agent, have and be entitled to exercise any voting and other rights with respect to and to receive dividends and other distributions upon the shares of common stock of the Surviving Corporation represented by such outstanding certificate as provided above. Each certificate representing common stock of the Surviving Corporation so issued in the Reincorporation Merger shall bear the same legends, if any, into which with respect to the number of shares of Company Common Stock previously represented by such certificate or certificates surrendered shall have been converted pursuant to this Agreement. The Exchange Agent shall accept such certificates upon compliance with such reasonable terms and conditions restrictions on transferability as the Exchange Agent may impose to effect an orderly certificates of ILRG so converted and given in exchange thereof in accordance with normal exchange practices. After therefor, unless otherwise determined by the Effective Time, there shall be no further transfer on the records Board of the Company or its transfer agent Directors of certificates representing shares of Company Common Stock, and if such certificates are presented to the Surviving Corporation for transfer, they shall be canceled against delivery of cash and/or certificates for shares of IHK Common Stock in accordance compliance with this Agreementapplicable laws. If any certificate for such shares of IHK Common Stock the Surviving Corporation common stock is to be issued in, or if cash is to be remitted to, in a name other than that in which the certificate for shares of Company Common Stock surrendered for in exchange therefor is registered, it shall be a condition of such exchange issuance thereof that the certificate so surrendered shall be properly endorsed, with signature guaranteed or endorsed and otherwise in proper form for transfer, that such transfer otherwise be proper and that the person requesting such exchange shall transfer pay to the Surviving Corporation or its transfer agent the Exchange Agent any transfer or other taxes required payable by reason of the issuance of certificates for such shares of IHK Common Stock new certificate in a name other than that of the registered holder of the certificate surrendered, surrendered or establish to the satisfaction of the Surviving Corporation or its transfer agent that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.10(b), each certificate for shares of Company Common Stock shall be deemed at any time after the Effective Time of the Merger to represent only the right to receive upon such surrender the Merger Consideration as contemplated by Section 2.06payable. (c) No dividends or other distributions with respect to shares of IHK Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered certificate for shares of Company Common Stock with respect to the shares of IHK Common Stock represented thereby and no cash payment in lieu of fractional shares of IHK Common Stock shall be paid to any such holder pursuant to Section 2.10(e) until the surrender of the certificate for shares of Company Common Stock with respect to the shares of IHK Common Stock represented thereby in accordance with this Article II. Subject to the effect of applicable laws, following surrender of any such certificates, these shall be paid to the holder of the certificate representing whole shares of IHK Common Stock issued in connection therewith, without interest (i) at the time of such surrender the amount of any cash payable in lieu of fractional shares to which such holder is entitled pursuant to Section 2.10(e) and the proportionate amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such shares of IHK Common Stock, and (ii) at the appropriate payment date, the proportionate 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 IHK Common Stock. (d) All cash paid upon the surrender for exchange of certificates representing shares of Company Common Stock in accordance with the terms of this Article II (including any cash paid pursuant to Section 2.10(e)) shall be deemed to have been issued (and paid) in full satisfaction of all rights pertaining to the shares of Company Common Stock exchanged for cash theretofore represented by such certificates. (e) Notwithstanding any other provisions of this Agreement, each holder of shares of Company Common Stock after the Effective Time who would otherwise have been entitled to receive as Stock Consideration a fraction of a share of IHK Common Stock (after taking into account all shares of Company Common Stock delivered by such holder) shall receive, in lieu thereof, a cash payment (without interest) equal to such fraction multiplied by the Cash Consideration. (f) Any portion of the Merger Consideration deposited with the Exchange Agent pursuant to this Section 2.10 (the "Exchange Fund") which remains undistributed to the holders of the certificates representing shares of Company Common Stock for six months after the Effective Time shall be delivered to IHK, and any holders of shares of Company Common Stock prior to the Effective Time who have not theretofore complied with this Article II shall thereafter look only to IHK and only as general creditors thereof for payment of their claim for cash or shares of IHK Common Stock, if any. (g) None of Merger Sub, the Company, IHK or the Exchange Agent shall be liable to any person in respect of any cash or any shares of IHK Common Stock from the Exchange Fund delivered to a public office pursuant to any applicable abandoned property, escheat or similar law. If any certificates representing shares of Company Common Stock shall not have been surrendered immediately prior to the date on which any Merger Consideration in respect of such certificate would otherwise escheat to or become the property of any Government Authority, any such Merger Consideration in respect of such certificate shall, as such time and 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 IHK, on a daily basis, provided that such investments shall be in obligations of the United States of America or obligations fully guaranteed as to principal and interest by the United States of America, any of which may be made through a repurchase agreement in commercially reasonable form with any bank or other financial institution having capital, surplus and undivided profits of at least $500,000,000. Any interest and other income resulting from such investments shall be paid to IHK. To the extent that there are losses with respect to such investments, or the Exchange Fund diminishes for other reasons below the level required to make prompt payments of the Merger Consideration as contemplated hereby, IHK shall promptly replace or restore the portion of the Exchange Fund lost through investments or other events so as to ensure that the Exchange Fund is, at all times, maintained at a level sufficient to make such payments. (i) The Company shall pay all charges and expenses of the Exchange Agent.

Exchange of Certificates. (a) Prior to the mailing of the Proxy Statement, IHK shall appoint a bank or trust company to act as paying agent (the "Exchange Agent") for the payment of the Merger Consideration. As of or promptly after the Effective Time, IHK shall deposit the aggregate Merger Consideration with the Exchange Agent for the benefit of the holders of shares of Company Common Stock, for exchange in accordance with this Article II. (b) As soon as practicable From and after the Effective Time, each holder of an outstanding certificate or certificates ("Certificates") which represented BF Acquisition Group common stock or series A preferred stock, FundraisingDirect common stock or Imprints Plus common stock immediately prior thereto represented shares of Company Common Stock shall, upon surrender to the Exchange Agent of Effective Time shall have the right to surrender each Certificate to the Acquiror (or at Acquiror's option, another exchange agent to be appointed by Acquiror), and receive in exchange for all Certificates held by such certificate or certificates and acceptances thereof by the Exchange Agent, be entitled to holder a certificate or certificates representing the number of full whole shares of IHK Acquiror Common Stock received as or Acquiror Preferred Stock Consideration and the Cash Consideration, if any, into which the number of shares of Company Common Stock previously represented BF Acquisition Group common stock or series A preferred stock, FundraisingDirect common stock or Imprints Plus common stock evidenced by such certificate or certificates the Certificates so surrendered shall have been converted pursuant to the provisions of Article II of this Agreement. The Exchange Agent surrender of Certificates shall accept be accompanied by duly completed and executed Letters of Transmittal in such certificates upon compliance with form as may be reasonably specified by Acquiror. Until surrendered, each outstanding Certificate which prior to the Effective Time represented shares of BF Acquisition Group common stock or series A preferred stock, FundraisingDirect common stock or Imprints Plus common stock shall be deemed for all corporate purposes to evidence ownership of the number of whole shares of Acquiror Common Stock or Acquiror Preferred Stock into which the shares of BF Acquisition Group common stock or series A preferred stock, FundraisingDirect common stock or Imprints Plus common stock have been converted, subject to applicable dissenter's rights under Delaware Law, Florida Law and Section 2.2, have no other rights. Subject to dissenter's rights under Delaware Law, Florida Law and Section 2.2, from and after the Effective Time, the holders of shares of BF Acquisition Group common stock or series A preferred stock, FundraisingDirect common stock or Imprints Plus common stock shall cease to have any rights in respect of such reasonable terms shares and conditions as their rights shall be solely in respect of the Exchange Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practicesAcquiror Common Stock or Acquiror Preferred Stock into which such shares have been converted. After From and after the Effective Time, there shall be no further transfer registration of transfers on the records of BF Acquisition Group common stock or series A preferred stock, FundraisingDirect common stock or Imprints Plus common stock outstanding immediately prior to the Company or its transfer agent of certificates representing Effective Time. (b) If any shares of Company Common Stock, and if such certificates are presented to the Surviving Corporation for transfer, they shall be canceled against delivery of cash and/or certificates for shares of IHK Acquiror Common Stock in accordance with this Agreement. If any certificate for such shares of IHK Common Stock is are to be issued in, or if cash is to be remitted to, in the name of a name person other than that the person in which whose name the certificate for shares of Company Common Stock Certificate(s) surrendered for in exchange therefor is registered, it shall be a condition to the issuance of such exchange shares that (i) the certificate Certificate(s) so surrendered shall be transferable, and shall be properly endorsedassigned, with signature guaranteed endorsed or accompanied by appropriate stock powers, (ii) such transfer shall otherwise in be proper form for transfer and that (iii) the person requesting such exchange transfer shall pay to the Surviving Corporation Acquiror, or its transfer agent exchange agent, any transfer or other taxes required payable by reason of the issuance of certificates for such shares of IHK Common Stock in a name other than that of the registered holder of the certificate surrendered, foregoing or establish to the satisfaction of the Surviving Corporation or its transfer agent Acquiror that such tax has taxes have been paid or is are not applicablerequired to be paid. Until surrendered as contemplated by this Section 2.10(b)Notwithstanding the foregoing, each certificate neither Acquiror nor any Disappearing Company shall be liable to a holder of shares of any Disappearing Company's common stock for shares of Company Acquiror Common Stock shall be deemed at any time after the Effective Time of the Merger issuable to represent only the right to receive upon such surrender the Merger Consideration as contemplated by Section 2.06. (c) No dividends or other distributions with respect to shares of IHK Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered certificate for shares of Company Common Stock with respect to the shares of IHK Common Stock represented thereby and no cash payment in lieu of fractional shares of IHK Common Stock shall be paid to any such holder pursuant to Section 2.10(e) until the surrender provisions of the certificate for shares of Company Common Stock with respect to the shares of IHK Common Stock represented thereby in accordance with this Article II. Subject to the effect of applicable laws, following surrender of any such certificates, these shall be paid to the holder of the certificate representing whole shares of IHK Common Stock issued in connection therewith, without interest (i) at the time of such surrender the amount of any cash payable in lieu of fractional shares to which such holder is entitled pursuant to Section 2.10(e) and the proportionate amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such shares of IHK Common Stock, and (ii) at the appropriate payment date, the proportionate 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 IHK Common Stock. (d) All cash paid upon the surrender for exchange of certificates representing shares of Company Common Stock in accordance with the terms II of this Article II (including any cash paid pursuant to Section 2.10(e)) shall be deemed to have been issued (and paid) in full satisfaction of all rights pertaining to the shares of Company Common Stock exchanged for cash theretofore represented by such certificates. (e) Notwithstanding any other provisions of this Agreement, each holder of shares of Company Common Stock after the Effective Time who would otherwise have been entitled to receive as Stock Consideration a fraction of a share of IHK Common Stock (after taking into account all shares of Company Common Stock delivered by such holder) shall receive, in lieu thereof, a cash payment (without interest) equal to such fraction multiplied by the Cash Consideration. (f) Any portion of the Merger Consideration deposited with the Exchange Agent pursuant to this Section 2.10 (the "Exchange Fund") which remains undistributed to the holders of the certificates representing shares of Company Common Stock for six months after the Effective Time shall be delivered to IHK, and any holders of shares of Company Common Stock prior to the Effective Time who have not theretofore complied with this Article II shall thereafter look only to IHK and only as general creditors thereof for payment of their claim for cash or shares of IHK Common Stock, if any. (g) None of Merger Sub, the Company, IHK or the Exchange Agent shall be liable to any person in respect of any cash or any shares of IHK Common Stock from the Exchange Fund Agreement that are delivered to a public office official pursuant to any applicable abandoned property, escheat or similar law. If any certificates representing shares of Company Common Stock shall not have been surrendered immediately prior to the date on which any Merger Consideration in respect of such certificate would otherwise escheat to or become the property of any Government Authority, any such Merger Consideration in respect of such certificate shall, as such time and 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 theretolaws. (hc) The Exchange Agent In the event any Certificate shall invest any cash included in have been lost, stolen or destroyed, upon the Exchange Fund, as directed by IHK, on a daily basis, provided making of an affidavit of that such investments shall be in obligations of the United States of America or obligations fully guaranteed as to principal and interest fact by the United States person claiming such Certificate to be lost, stolen or destroyed, the Acquiror shall issue in exchange for such lost, stolen or destroyed Certificate the shares of AmericaAcquiror Common Stock issuable in exchange therefor pursuant to the provisions of Article II of this Agreement. The Board of Directors of Acquiror may in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed Certificate to provide to Acquiror an indemnity agreement against any of which claim that may be made through a repurchase agreement in commercially reasonable form with any bank or other financial institution having capital, surplus and undivided profits of at least $500,000,000. Any interest and other income resulting from such investments shall be paid to IHK. To the extent that there are losses against Acquiror with respect to such investmentsthe Certificate alleged to have been lost, stolen or the Exchange Fund diminishes for other reasons below the level required to make prompt payments of the Merger Consideration as contemplated hereby, IHK shall promptly replace or restore the portion of the Exchange Fund lost through investments or other events so as to ensure that the Exchange Fund is, at all times, maintained at a level sufficient to make such paymentsdestroyed. (id) The Company Promptly after the Effective Time, Acquiror shall pay all charges and expenses make available to the transfer agent for exchange in accordance with this Section 2.3, through such reasonable procedures as Acquiror may adopt, the shares of the Exchange Agent.Acquiror Common Stock issuable pursuant to Section 2.5

Exchange of Certificates. (a) Prior to After the mailing Effective Date of the Proxy StatementMerger, IHK shall appoint a bank each ------------------------ holder of an outstanding certificate representing shares of Scient-California Common Stock or trust company Preferred Stock may be asked to act as paying agent surrender the same for cancellation to an exchange agent, whose name will be delivered to holders prior to any requested exchange (the "Exchange Agent") for the payment of the Merger Consideration. As of or promptly after the Effective Time), IHK and each such holder shall deposit the aggregate Merger Consideration with the Exchange Agent for the benefit of the holders of shares of Company Common Stock, for exchange in accordance with this Article II. (b) As soon as practicable after the Effective Time, each holder of an outstanding certificate or certificates which prior thereto represented shares of Company Common Stock shall, upon surrender to the Exchange Agent of such certificate or certificates and acceptances thereof by the Exchange Agent, be entitled to receive in exchange therefor a certificate or certificates representing the number of full shares of IHK the Surviving Corporation's Common Stock received or Preferred Stock, as Stock Consideration and the Cash Consideration, if anycase may be, into which the surrendered shares were converted as herein provided. Until so surrendered, each outstanding certificate theretofore representing shares of Scient-California Common Stock or Preferred Stock shall be deemed for all purposes to represent the number of shares of Company the Surviving Corporation's Common Stock previously represented by or Preferred Stock, respectively, into which such shares of Scient-California Common Stock or Preferred Stock, as the case may be, were converted in the Merger. The registered owner on the books and records of the Surviving Corporation or the Exchange Agent of any such outstanding certificate shall, until such certificate or certificates surrendered shall have been converted pursuant to this Agreement. The Exchange Agent shall accept such certificates upon compliance with such reasonable terms and conditions as the Exchange Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. After the Effective Time, there shall be no further surrendered for transfer on the records of the Company or its transfer agent of certificates representing shares of Company Common Stock, and if such certificates are presented conversion or otherwise accounted for to the Surviving Corporation for transferor the Exchange Agent, they shall have and be canceled against delivery of cash and/or certificates for entitled to exercise any voting and other rights with respect to and to receive dividends and other distributions upon the shares of IHK Common Stock or Preferred Stock of the Surviving Corporation represented by such outstanding certificate as provided above. Each certificate representing Common Stock or Preferred Stock of the Surviving Corporation so issued in accordance the Merger shall bear the same legends, if any, with this Agreementrespect to the restrictions on transferability as the certificates of Scient-California so converted and given in exchange therefore, unless otherwise determined by the Board of Directors of the Surviving Corporation in compliance with applicable laws, or other such additional legends as agreed upon by the holder and the Surviving Corporation. If any certificate for such shares of IHK Common Stock Scient-Delaware stock is to be issued in, or if cash is to be remitted to, in a name other than that in which the certificate for shares of Company Common Stock surrendered for in exchange therefor is registered, it shall be a condition of such exchange issuance thereof that the certificate so surrendered shall be properly endorsed, with signature guaranteed or endorsed and otherwise in proper form for transfer, that such transfer otherwise be proper and comply with applicable securities laws and that the person requesting such exchange shall transfer pay to the Surviving Corporation or its transfer agent Exchange Agent any transfer or other taxes required payable by reason of the issuance of certificates for such shares of IHK Common Stock new certificate in a name other than that of the registered holder of the certificate surrendered, surrendered or establish to the satisfaction of the Surviving Corporation or its transfer agent Scient-Delaware that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.10(b), each certificate for shares of Company Common Stock shall be deemed at any time after the Effective Time of the Merger to represent only the right to receive upon such surrender the Merger Consideration as contemplated by Section 2.06payable. (c) No dividends or other distributions with respect to shares of IHK Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered certificate for shares of Company Common Stock with respect to the shares of IHK Common Stock represented thereby and no cash payment in lieu of fractional shares of IHK Common Stock shall be paid to any such holder pursuant to Section 2.10(e) until the surrender of the certificate for shares of Company Common Stock with respect to the shares of IHK Common Stock represented thereby in accordance with this Article II. Subject to the effect of applicable laws, following surrender of any such certificates, these shall be paid to the holder of the certificate representing whole shares of IHK Common Stock issued in connection therewith, without interest (i) at the time of such surrender the amount of any cash payable in lieu of fractional shares to which such holder is entitled pursuant to Section 2.10(e) and the proportionate amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such shares of IHK Common Stock, and (ii) at the appropriate payment date, the proportionate 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 IHK Common Stock. (d) All cash paid upon the surrender for exchange of certificates representing shares of Company Common Stock in accordance with the terms of this Article II (including any cash paid pursuant to Section 2.10(e)) shall be deemed to have been issued (and paid) in full satisfaction of all rights pertaining to the shares of Company Common Stock exchanged for cash theretofore represented by such certificates. (e) Notwithstanding any other provisions of this Agreement, each holder of shares of Company Common Stock after the Effective Time who would otherwise have been entitled to receive as Stock Consideration a fraction of a share of IHK Common Stock (after taking into account all shares of Company Common Stock delivered by such holder) shall receive, in lieu thereof, a cash payment (without interest) equal to such fraction multiplied by the Cash Consideration. (f) Any portion of the Merger Consideration deposited with the Exchange Agent pursuant to this Section 2.10 (the "Exchange Fund") which remains undistributed to the holders of the certificates representing shares of Company Common Stock for six months after the Effective Time shall be delivered to IHK, and any holders of shares of Company Common Stock prior to the Effective Time who have not theretofore complied with this Article II shall thereafter look only to IHK and only as general creditors thereof for payment of their claim for cash or shares of IHK Common Stock, if any. (g) None of Merger Sub, the Company, IHK or the Exchange Agent shall be liable to any person in respect of any cash or any shares of IHK Common Stock from the Exchange Fund delivered to a public office pursuant to any applicable abandoned property, escheat or similar law. If any certificates representing shares of Company Common Stock shall not have been surrendered immediately prior to the date on which any Merger Consideration in respect of such certificate would otherwise escheat to or become the property of any Government Authority, any such Merger Consideration in respect of such certificate shall, as such time and 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 IHK, on a daily basis, provided that such investments shall be in obligations of the United States of America or obligations fully guaranteed as to principal and interest by the United States of America, any of which may be made through a repurchase agreement in commercially reasonable form with any bank or other financial institution having capital, surplus and undivided profits of at least $500,000,000. Any interest and other income resulting from such investments shall be paid to IHK. To the extent that there are losses with respect to such investments, or the Exchange Fund diminishes for other reasons below the level required to make prompt payments of the Merger Consideration as contemplated hereby, IHK shall promptly replace or restore the portion of the Exchange Fund lost through investments or other events so as to ensure that the Exchange Fund is, at all times, maintained at a level sufficient to make such payments. (i) The Company shall pay all charges and expenses of the Exchange Agent.