Common use of Exchange of Certificates Clause in Contracts

Exchange of Certificates. (a) From and after the Effective Time, all Company 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 Company Common Stock shall cease to have any rights with respect thereto, except the right to receive in exchange therefor, upon surrender thereof to ChaseMellon Shareholder Services (the "Exchange Agent"), a certificate or certificates representing the number of whole shares of Parent Common Stock to which such holder is entitled pursuant to Section 3.1 and cash payment for any fractional shares referred to in Section 3.4. Notwithstanding any other provision of this Agreement, (i) until holders or transferees of certificates theretofore representing shares of Company Common Stock have surrendered them for exchange as provided herein, no dividends shall be paid with respect to any Parent Common Stock shares represented by such certificates and no payment for fractional shares shall be 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 Parent Common Stock dividends or any payment for fractional shares. Upon surrender of a certificate which immediately prior to the Effective Time represented shares of Company Common Stock, there shall be paid to the holder of such certificate the amount of any dividends which theretofore became payable, but which were not paid by reason of the foregoing, with respect to the number of whole shares of Parent Common Stock represented by the certificate or certificates issued upon such surrender.

Exchange of Certificates. (a) From and Within three business days after the Effective Time, Buyer shall take all Company steps necessary to cause the Exchange Agent to mail to each Record Holder of a Certificate or Certificates, a form letter of transmittal for return to the Exchange Agent and instructions for use in effecting the surrender of the Certificates for certificates representing the Buyer Common Stock and the cash in lieu of fractional shares into which the Safety Fund Common Stock represented by such Certificates shall no longer have been converted as a result of the Merger. The form letter (which shall be outstanding and subject to the reasonable approval of Safety Fund) shall automatically specify that delivery shall be cancelled and retired and shall cease to existeffected, and each risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent. Upon surrender of a Certificate for exchange and cancellation to the Exchange Agent, together with such letter of transmittal, duly executed, the holder of a certificate representing shares of Company Common Stock such Certificate shall cease to have any rights with respect thereto, except the right be entitled to receive in exchange therefor, upon surrender thereof to ChaseMellon Shareholder Services therefor (the "Exchange Agent"), x) a certificate or certificates representing for the number of whole shares of Parent Buyer Common Stock to which such holder is of Safety Fund Common Stock shall have become entitled pursuant to Section 3.1 and cash payment for any fractional shares referred to in Section 3.4. Notwithstanding any other provision the provisions of this AgreementSection 2.8 and (y) a check representing the amount of cash in lieu of the fractional shares, (i) until holders if any, which such holder has the right to receive in respect of Certificates surrendered pursuant to the provisions of this Section 2.8, and the Certificates so surrendered shall forthwith be cancelled. In the event any Certificate shall have been lost, stolen or transferees destroyed, upon the making of certificates theretofore representing shares an affidavit of Company Common Stock have surrendered them for exchange that fact by the person claiming such Certificate to be lost, stolen or destroyed and, if required by Buyer, the posting by such person of a bond in such amount as provided herein, no dividends shall Buyer may direct as indemnity against any claim that may be paid made against it with respect to such Certificate, the Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate the Merger Consideration deliverable in respect thereof. Certificates surrendered for exchange by any Parent Common Stock shares represented by such certificates and no payment person who is an "affiliate" of Safety Fund for fractional shares purposes of Rule 145(c) under the Securities Act of 1933, as amended (the "Securities Act") shall not be made and (ii) without regard to when such exchanged for -------------- certificates representing shares of Company Buyer Common Stock are surrendered for exchange as provided herein, no interest shall be paid on any Parent Common Stock dividends or any payment for fractional shares. Upon surrender of a certificate which immediately prior to until Buyer has received the Effective Time represented shares of Company Common Stock, there shall be paid to the holder written agreement of such certificate the amount of any dividends which theretofore became payable, but which were not paid person contemplated by reason of the foregoing, with respect to the number of whole shares of Parent Common Stock represented by the certificate or certificates issued upon such surrenderSection 7.3 hereof.

Exchange of Certificates. (a) From At or as soon as practicable after the Effective Time, Parent will send to the holders of Company Stock Certificates (i) a letter of transmittal in customary form and containing such provisions as Parent may reasonably specify, and (ii) instructions for use in effecting the surrender of Company Stock Certificates in exchange for certificates representing Parent Common Stock. Upon surrender of a Company Stock Certificate to Parent for exchange, together with a duly executed letter of transmittal and such other documents as may be reasonably required by Parent, the holder of such Company Stock Certificate shall be entitled to receive in exchange therefor a certificate representing the number of shares of Parent Common Stock that such holder has the right to receive pursuant to the provisions of this Section 1, and the Company Stock Certificate so surrendered shall be canceled. Until surrendered as contemplated by this Section 1.7, each Company Stock Certificate shall be deemed, from and after the Effective Time, all Company Common Stock shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist, and each holder of represent only the right to receive upon such surrender a certificate representing shares of Company Common Stock shall cease to have any rights with respect thereto, except the right to receive in exchange therefor, upon surrender thereof to ChaseMellon Shareholder Services (the "Exchange Agent"), a certificate or certificates representing the number of whole shares of Parent Common Stock as contemplated by this Section 1. If any Company Stock Certificate shall have been lost, stolen or destroyed, Parent may, in its discretion and as a condition precedent to which the payment of any cash and the issuance of any certificate representing Parent Common Stock, require the owner of such holder is entitled pursuant lost, stolen or destroyed Company Stock Certificate to Section 3.1 provide an appropriate affidavit and cash payment for execute and deliver to Parent an affidavit and indemnity agreement, indemnifying Parent and the Surviving Corporation against any fractional shares referred to in Section 3.4. Notwithstanding any other provision of this Agreement, (i) until holders claim that may be made against Parent or transferees of certificates theretofore representing shares of Company Common Stock have surrendered them for exchange as provided herein, no dividends shall be paid the Surviving Corporation with respect to any Parent Common such Company Stock shares represented by such certificates and no payment for fractional shares shall be 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 Parent Common Stock dividends or any payment for fractional shares. Upon surrender of a certificate which immediately prior to the Effective Time represented shares of Company Common Stock, there shall be paid to the holder of such certificate the amount of any dividends which theretofore became payable, but which were not paid by reason of the foregoing, with respect to the number of whole shares of Parent Common Stock represented by the certificate or certificates issued upon such surrenderCertificate.

Exchange of Certificates. (a) From and At or as soon as practicable after the Effective Time, all Parent will send to the holders of Company Common Stock shall no longer be outstanding Certificates (i) a letter of transmittal in customary form and shall automatically be cancelled and retired and shall cease to existcontaining such provisions as Parent may reasonably specify, and each (ii) instructions for use in effecting the surrender of Company Stock Certificates in exchange for certificates representing Parent Common Stock. Upon surrender of a Company Stock Certificate to Parent for exchange, together with a duly executed letter of transmittal and such other documents as may be reasonably required by Parent, the holder of a certificate representing shares of such Company Common Stock Certificate shall cease to have any rights with respect thereto, except the right be entitled to receive in exchange therefor, upon surrender thereof to ChaseMellon Shareholder Services (the "Exchange Agent"), therefor a certificate or certificates representing the number of whole shares of Parent Common Stock to which that such holder is entitled has the right to receive pursuant to Section 3.1 and cash payment for any fractional shares referred to in Section 3.4. Notwithstanding any other provision the provisions of this AgreementSection 1, (i) until holders or transferees of certificates theretofore representing shares of and the Company Common Stock have Certificate so surrendered them for exchange as provided herein, no dividends shall be paid with respect to any Parent Common canceled. Until surrendered as contemplated by this Section 1.8, each Company Stock shares represented by such certificates and no payment for fractional shares Certificate shall be made deemed, from and (ii) without regard after the Effective Time, to when represent only the right to receive upon such certificates representing shares of Company Common Stock are surrendered for exchange as provided herein, no interest shall be paid on any Parent Common Stock dividends or any payment for fractional shares. Upon surrender of a certificate which immediately prior to the Effective Time represented shares of Company Common Stock, there shall be paid to the holder of such certificate the amount of any dividends which theretofore became payable, but which were not paid by reason of the foregoing, with respect to the number of whole representing shares of Parent Common Stock represented (and cash in lieu of any fractional share of Parent Common Stock) as contemplated by this Section 1. If any Company Stock Certificate shall have been lost, stolen or destroyed, Parent may, in its discretion and as a condition precedent to the issuance of any certificate representing Parent Common Stock, require the owner of such lost, stolen or certificates issued upon destroyed Company Stock Certificate to provide an appropriate affidavit and to deliver a bond (in such surrendersum as Parent may reasonably direct) as indemnity against any claim that may be made against Parent or the Surviving Corporation with respect to such Company Stock Certificate.

Exchange of Certificates. (aA) From Upon surrender of a PVAXX Stock Certificate to the Transfer Agent for exchange, together with such other documents as may be reasonably required by OAK BROOK, the holder of such PVAXX Stock Certificate shall be entitled to receive in exchange therefor a certificate representing the number of whole OAK BROOK Shares that such holder has the right to receive pursuant to the provisions of Section 1:7, and PVAXX Stock Certificate so surrendered shall be canceled. Until surrendered as contemplated by this Section 1:10, each PVAXX Stock Certificate shall be deemed, from and after the Effective TimeClosing Date, all Company Common Stock shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist, and each holder of represent only the right to receive upon such surrender a certificate representing shares of Company OAK BROOK Common Stock or OAK BROOK Preferred Stock, as the case may be, as contemplated by Section 1:7. If any PVAXX Stock Certificate shall cease have been lost, stolen or destroyed, OAK BROOK may, in its discretion and as a condition precedent to have the issuance of any rights with respect thereto, except the right to receive in exchange therefor, upon surrender thereof to ChaseMellon Shareholder Services (the "Exchange Agent"), a certificate or certificates representing the number of whole shares of Parent OAK BROOK Common Stock or OAK BROOK Preferred Stock, as the case may be, require the owner of such lost, stolen or destroyed PVAXX Stock Certificate to which provide an appropriate affidavit and to deliver a bond (in such holder is entitled pursuant to Section 3.1 and cash payment for sum as OAK BROOK may reasonably direct) as indemnity against any fractional shares referred to in Section 3.4. Notwithstanding any other provision of this Agreement, (i) until holders or transferees of certificates theretofore representing shares of Company Common Stock have surrendered them for exchange as provided herein, no dividends shall claim that may be paid made against OAK BROOK with respect to any Parent Common such PVAXX Stock shares represented by such certificates and no payment for fractional shares shall be 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 Parent Common Stock dividends or any payment for fractional shares. Upon surrender of a certificate which immediately prior to the Effective Time represented shares of Company Common Stock, there shall be paid to the holder of such certificate the amount of any dividends which theretofore became payable, but which were not paid by reason of the foregoing, with respect to the number of whole shares of Parent Common Stock represented by the certificate or certificates issued upon such surrenderCertificate.

Exchange of Certificates. (a) From At or as soon as practicable after the Effective Time, Parent will send to the holders of Company Stock Certificates (i) a letter of transmittal in customary form and containing such provisions as Parent may reasonably specify, and (ii) instructions for use in effecting the surrender of Company Stock Certificates in exchange for cash and certificates representing Parent Common Stock. Upon surrender of a Company Stock Certificate to Parent for exchange, together with a duly executed letter of transmittal and such other documents as may be reasonably required by Parent, the holder of such Company Stock Certificate shall be entitled to receive in exchange therefor cash and a certificate representing the number of shares of Parent Common Stock that such holder has the right to receive pursuant to the provisions of this Section 1, and the Company Stock Certificate so surrendered shall be canceled. Until surrendered as contemplated by this Section 1.6, each Company Stock Certificate shall be deemed, from and after the Effective Time, all Company Common Stock shall no longer be outstanding to represent only the right to receive upon such surrender cash and shall automatically be cancelled and retired and shall cease to exist, and each holder of a certificate representing shares of Company Common Stock shall cease to have any rights with respect thereto, except the right to receive in exchange therefor, upon surrender thereof to ChaseMellon Shareholder Services (the "Exchange Agent"), a certificate or certificates representing the number of whole shares of Parent Common Stock to which such holder is entitled pursuant to Section 3.1 and cash payment for any fractional shares referred to as provided in Section 3.4. Notwithstanding 1.4 If any other provision Company Stock Certificate shall have been lost, stolen or destroyed, Parent may, in its discretion and as a condition precedent to the payment of this Agreementany cash and the issuance of any certificate representing Parent Common Stock, (i) until holders require the owner of such lost, stolen or transferees of certificates theretofore representing shares of destroyed Company Common Stock have surrendered them for exchange as provided hereinCertificate to provide an appropriate affidavit and execute and deliver to Parent an affidavit and indemnity agreement, no dividends shall indemnifying Parent and the Surviving Corporation against any claim that may be paid made against Parent or the Surviving Corporation with respect to any Parent Common such Company Stock shares represented by such certificates and no payment for fractional shares shall be 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 Parent Common Stock dividends or any payment for fractional shares. Upon surrender of a certificate which immediately prior to the Effective Time represented shares of Company Common Stock, there shall be paid to the holder of such certificate the amount of any dividends which theretofore became payable, but which were not paid by reason of the foregoing, with respect to the number of whole shares of Parent Common Stock represented by the certificate or certificates issued upon such surrenderCertificate.

Exchange of Certificates. (a) From and As soon as practicable after the Effective Time, all but in any event no more than ten business days after the Effective Time, Parent will send to the holders of Company Common Stock shall no longer be outstanding Certificates (i) a letter of transmittal in customary form and shall automatically be cancelled and retired and shall cease to existcontaining such provisions as Parent may reasonably specify, and each (ii) instructions for use in effecting the surrender of Company Stock Certificates in exchange for certificates representing Parent Common Stock. Upon surrender of a Company Stock Certificate to Parent for exchange, together with a duly executed letter of transmittal and such other documents as may be reasonably required by Parent and referenced in the letter of transmittal, the holder of such Company Stock Certificate shall be entitled to receive from Parent, and Parent shall cause such holder to receive, in exchange therefor a certificate representing shares of Company Common Stock shall cease to have any rights with respect thereto, except the right to receive in exchange therefor, upon surrender thereof to ChaseMellon Shareholder Services (the "Exchange Agent"), a certificate or certificates representing the number of whole shares of Parent Common Stock to which that such holder is entitled has the right to receive pursuant to Section 3.1 and cash payment for any fractional shares referred to in Section 3.4. Notwithstanding any other provision the provisions of this AgreementSection 1, (i) until holders or transferees of certificates theretofore representing shares of and the Company Common Stock have Certificate so surrendered them for exchange as provided herein, no dividends shall be paid with respect to any Parent Common canceled. Until surrendered as contemplated by this Section 1.9, each Company Stock shares represented by such certificates and no payment for fractional shares Certificate shall be made deemed, from and (ii) without regard after the Effective Time, to when represent only the right to receive upon such certificates representing shares of Company Common Stock are surrendered for exchange as provided hereinsurrender, no interest shall be paid on any Parent Common Stock dividends or any payment for fractional shares. Upon surrender of a certificate which immediately prior to the Effective Time represented shares of Company Common Stock, there shall be paid to the holder of such certificate the amount of any dividends which theretofore became payable, but which were not paid by reason of the foregoing, with respect to the number of whole representing shares of Parent Common Stock represented (and cash in lieu of any fractional share of Parent Common Stock) as contemplated by this Section 1. If any Company Stock Certificate shall have been lost, stolen or destroyed, Parent may, in its discretion and as a condition precedent to the issuance of any certificate representing Parent Common Stock, require the owner of such lost, stolen or certificates issued upon such surrenderdestroyed Company Stock Certificate to provide an appropriate affidavit.

Exchange of Certificates. (a) From and At or as soon as practicable after the Effective Time, all Parent will send to the holders of Company Common Stock shall no longer be outstanding Certificates (i) a letter of transmittal in customary form and shall automatically be cancelled and retired and shall cease to existcontaining such provisions as Parent may reasonably specify, and each (ii) instructions for use in effecting the surrender of Company Stock Certificates in exchange for certificates representing Parent Common Stock. Upon surrender of a Company Stock Certificate to Parent for exchange, together with a duly executed letter of transmittal and such other documents as may reasonably be required by Parent, the holder of a certificate representing shares of such Company Common Stock Certificate shall cease to have any rights with respect thereto, except the right be entitled to receive in exchange therefor, upon surrender thereof to ChaseMellon Shareholder Services (the "Exchange Agent"), therefor a certificate or certificates representing the number of whole shares of Parent Common Stock to which that such holder is entitled has the right to receive pursuant to Section 3.1 and cash payment for any fractional shares referred to in Section 3.4. Notwithstanding any other provision the provisions of this AgreementSection 1, (i) until holders or transferees of certificates theretofore and the Company Stock Certificate so surrendered shall be canceled. Until surrendered as contemplated by this Section 1.11, each Company Stock Certificate shall be deemed, from and after the Effective Time, to represent only the right to receive upon such surrender a certificate representing shares of Company Parent Common Stock (and cash in lieu of any fractional share of Parent Common Stock) as contemplated by this Section 1. If any Company Stock Certificate shall have surrendered them for exchange been lost, stolen or destroyed, Parent may, in its discretion and as provided hereina condition precedent to the issuance of any certificate representing Parent Common Stock, no dividends shall require the owner of such lost, stolen or destroyed Company Stock Certificate to provide an appropriate affidavit and to deliver a bond (in such sum as Parent may reasonably direct) as indemnity against any claim that may be paid made against Parent or the Surviving Corporation with respect to any such Company Stock Certificate. (b) No dividends or other distributions declared or made with respect to Parent Common Stock shares represented by such certificates and no payment for fractional shares shall be 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 Parent Common Stock dividends or any payment for fractional shares. Upon surrender of with a certificate which immediately prior to record date after the Effective Time represented shares of Company Common Stock, there shall be paid to the holder of such certificate the amount of any dividends which theretofore became payable, but which were not paid by reason of the foregoing, unsurrendered Company Stock Certificate with respect to the number of whole shares of Parent Common Stock represented thereby, and no cash payment in lieu of any fractional share shall be paid to any such holder, until such holder surrenders such Company Stock Certificate in accordance with this Section 1.11 (at which time such holder shall be entitled to receive all such dividends and distributions and such cash payment). 6 13 (c) No fractional shares of Parent Common Stock shall be issued in connection with 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 the Company who would otherwise be entitled to receive a fraction of a share of Parent Common Stock (after aggregating all fractional shares of Parent Common Stock issuable to such holder) shall, upon surrender of such holder's Company Stock Certificate(s), be paid in cash the dollar amount (rounded to the nearest whole cent), without interest, determined by multiplying such fraction by the certificate Designated Parent Stock Price. (d) Parent and the Surviving Corporation shall be entitled to deduct and withhold from any consideration payable or certificates issued upon otherwise deliverable to any holder or former holder of capital stock of the Company pursuant to this Agreement such surrender.amounts as Parent or 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 treated for all purposes under this Agreement as having been paid to the Person to whom such amounts would otherwise have been paid. (e) Neither Parent nor the Surviving Corporation shall be liable to any holder or former holder of capital stock of the Company for any shares of Parent Common Stock (or dividends or distributions with respect thereto), or for any cash amounts, delivered to any public official pursuant to any applicable abandoned property, escheat or similar law. 1.12

Exchange of Certificates. (aA) From and At or as soon as practicable after the Effective Time, all Parent will send to the holders of Company Common Stock shall no longer be outstanding Certificates (i) a letter of transmittal in customary form and shall automatically be cancelled and retired and shall cease to existcontaining such provisions as Parent may reasonably specify, and each (ii) instructions for use in effecting the surrender of Company Stock Certificates in exchange for certificates representing Parent Common Stock. Upon surrender of a Company Stock Certificate to Parent for exchange, together with a duly executed letter of transmittal and such other documents as may be reasonably required by Parent the holder of a certificate representing shares of such Company Common Stock Certificate shall cease to have any rights with respect thereto, except the right be entitled to receive in exchange therefor, upon surrender thereof therefor (subject to ChaseMellon Shareholder Services (the "Exchange Agent"), Section 8.3) a certificate or certificates representing the number of whole shares of Parent Common Stock to which that such holder is entitled has the right to receive pursuant to Section 3.1 and cash payment for any fractional shares referred to in Section 3.4. Notwithstanding any other provision the provisions of this AgreementSection 1, (i) until holders or transferees of certificates theretofore representing shares of and the Company Common Stock have Certificate so surrendered them for exchange as provided herein, no dividends shall be paid with respect to any Parent Common canceled. Until surrendered as contemplated by this Section 1.8, each Company Stock shares represented by such certificates and no payment for fractional shares Certificate shall be made deemed, from and (ii) without regard after the Effective Time, to when represent only the right to receive upon such certificates representing shares of Company Common Stock are surrendered for exchange as provided herein, no interest shall be paid on any Parent Common Stock dividends or any payment for fractional shares. Upon surrender of a certificate which immediately prior to the Effective Time represented shares of Company Common Stock, there shall be paid to the holder of such certificate the amount of any dividends which theretofore became payable, but which were not paid by reason of the foregoing, with respect to the number of whole representing shares of Parent Common Stock represented (and cash in lieu of any fractional share of Parent Common Stock as described in Section 1.8(c)) as contemplated by this Section 1. If any Company Stock Certificate shall have been lost, stolen or destroyed, Parent may, in its discretion and as a condition precedent to the issuance of any certificate representing Parent Common Stock, require the owner of such lost, stolen or certificates issued upon destroyed Company Stock Certificate to provide an appropriate affidavit and to deliver a bond (in such surrendersum as Parent may reasonably direct) as indemnity against any claim that may be made against Parent or the Surviving Corporation with respect to such Company Stock Certificate.

Exchange of Certificates. (a) From and At or as soon as practicable after the Effective Time, all Company Common Stock shall no longer be outstanding and shall automatically be cancelled and retired and shall cease Netivation will send to exist, and each holder of a certificate representing shares MEDMarket Stock Certificate a letter of Company Common transmittal and instructions for use in customary form and containing such provisions as may reasonably be required for use in effecting the surrender of such MEDMarket Stock Certificate for payment therefor and conversion thereof. Upon surrender of a MEDMarket Stock Certificate to Netivation for exchange, together with a duly executed letter of transmittal and such other documents as may be reasonably required by Netivation, the holder of such MEDMarket Stock Certificate shall cease to have any rights with respect thereto, except the right be entitled to receive in exchange therefor, upon surrender thereof to ChaseMellon Shareholder Services (the "Exchange Agent"), a certificate or therefor certificates representing the number of whole shares of Parent Common Netivation Stock to which that such holder is entitled has the right to receive pursuant to Section 3.1 and cash payment for any fractional shares referred to in Section 3.4. Notwithstanding any other provision the provisions of this AgreementSection 1 and the MEDMarket Stock Certificate so surrendered shall be canceled. Until surrendered as contemplated by this Section 1.8, (i) until holders or transferees of certificates theretofore each MEDMarket Stock Certificate shall be deemed, from and after the Effective Time, to represent only the right to receive upon such surrender a certificate representing shares of Company Common Netivation Stock (and cash in lieu of any fractional share of Netivation Stock) as contemplated by this Section 1. If any MEDMarket Stock Certificate shall have surrendered them for exchange been lost, stolen or destroyed, Netivation may, in its discretion and as provided herein, no dividends shall be paid with respect a condition precedent to the issuance of any Parent Common Stock shares represented by such certificates and no payment for fractional shares shall be 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 Parent Common Stock dividends or any payment for fractional shares. Upon surrender of a certificate which immediately prior to the Effective Time represented shares of Company Common Netivation Stock, there shall be paid to require the holder owner of such certificate the amount of any dividends which theretofore became payablelost, but which were not paid by reason of the foregoing, with respect stolen or destroyed MEDMarket Stock Certificate to the number of whole shares of Parent Common Stock represented by the certificate or certificates issued upon provide an appropriate affidavit and to deliver a bond (in such surrendersum as Netivation may reasonably direct) as indemnity.

Exchange of Certificates. (a) From and At or as soon as practicable after the Effective Time, all Company Common Stock shall no longer be outstanding and shall automatically be cancelled and retired and shall cease Netivation will send to exist, and each holder of a certificate representing shares Raintree Stock Certificate a letter of Company Common transmittal and instructions for use in customary form and containing such provisions as may reasonably be required for use in effecting the surrender of such Raintree Stock Certificate for payment therefor and conversion thereof. Upon surrender of a Raintree Stock Certificate to Netivation for exchange, together with a duly executed letter of transmittal and such other documents as may be reasonably required by Netivation, the holder of such Raintree Stock Certificate shall cease to have any rights with respect thereto, except the right be entitled to receive in exchange therefor, upon surrender thereof to ChaseMellon Shareholder Services (the "Exchange Agent"), a certificate or therefor certificates representing the number of whole shares of Parent Common Netivation Stock to which that such holder is entitled has the right to receive pursuant to Section 3.1 and cash payment for any fractional shares referred to in Section 3.4. Notwithstanding any other provision the provisions of this AgreementSection 1 and the Raintree Stock Certificate so surrendered shall be canceled. Until surrendered as contemplated by this Section 1.8, (i) until holders or transferees of certificates theretofore each Raintree Stock Certificate shall be deemed, from and after the Effective Time, to represent only the right to receive upon such surrender a certificate representing shares of Company Common Netivation Stock (and cash in lieu of any fractional share of Netivation Stock) as contemplated by this Section 1. If any Raintree Stock Certificate shall have surrendered them for exchange been lost, stolen or destroyed, Netivation may, in its discretion and as provided herein, no dividends shall be paid with respect a condition precedent to the issuance of any Parent Common Stock shares represented by such certificates and no payment for fractional shares shall be 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 Parent Common Stock dividends or any payment for fractional shares. Upon surrender of a certificate which immediately prior to the Effective Time represented shares of Company Common Netivation Stock, there shall be paid to require the holder owner of such certificate the amount of any dividends which theretofore became payablelost, but which were not paid by reason of the foregoing, with respect stolen or destroyed Raintree Stock Certificate to the number of whole shares of Parent Common Stock represented by the certificate or certificates issued upon provide an appropriate affidavit and to deliver a bond (in such surrendersum as Netivation may reasonably direct) as indemnity.

Exchange of Certificates. (a) From As soon as reasonably practicable following the Effective Time, Parent will deliver to the holders of Company Stock Certificates (i) a letter of transmittal in customary form and containing such provisions as Parent may reasonably specify (which letter of transmittal shall contain provisions allowing for each Company Stockholder to become a party to the Parent Financing Agreements and specifically providing that each Company Stockholder shall agree to enter into a customary lock-up agreement in the event of an initial public offering of Parent Common Stock identical in all material respects to the lock-up agreement that other holders of Parent Common Stock will be required to execute) (a "Letter of Transmittal"), and (ii) instructions for use in effecting the surrender of Company Stock Certificates. Upon surrender of a Company Stock Certificate to Parent for exchange, together with a duly executed Letter of Transmittal and such other documents as may be reasonably required by Parent, the holder of such Company Stock Certificate shall be entitled to receive in exchange therefor the Merger Consideration that such holder has the right to receive pursuant to the provisions of Section 1.5, and the Company Stock Certificate so surrendered shall be canceled. Until surrendered as contemplated by this Section 1.9, each Company Stock Certificate shall be deemed, from and after the Effective Time, all Company 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 Company Common Stock shall cease to have any rights with respect thereto, except represent only the right to receive Merger Consideration upon such surrender as contemplated by this Section 1.9. If any Company Stock Certificate shall have been lost, stolen or destroyed, Parent may, in exchange its discretion and as a condition precedent to the delivery of any Merger Consideration therefor, upon surrender thereof to ChaseMellon Shareholder Services (require the "Exchange Agent"), a certificate or certificates representing the number of whole shares of Parent Common Stock to which such holder is entitled pursuant to Section 3.1 and cash payment for any fractional shares referred to in Section 3.4. Notwithstanding any other provision of this Agreement, (i) until holders or transferees of certificates theretofore representing shares of Company Common Stock have surrendered them for exchange as provided herein, no dividends shall be paid with respect to any Parent Common Stock shares represented by such certificates and no payment for fractional shares shall be 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 Parent Common Stock dividends or any payment for fractional shares. Upon surrender of a certificate which immediately prior to the Effective Time represented shares of Company Common Stock, there shall be paid to the holder owner of such certificate the amount lost, stolen or destroyed Company Stock Certificate to provide an appropriate affidavit of any dividends which theretofore became payable, but which were not paid by reason of the foregoing, with respect to the number of whole shares of Parent Common Stock represented by the certificate or certificates issued upon such surrenderlost certificate.

Exchange of Certificates. (a) From and At or as soon as practicable after the Effective Time, all Parent will send to the holders of Company Common Stock shall no longer be outstanding Certificates (i) a letter of transmittal in customary form and shall automatically be cancelled and retired and shall cease to existcontaining such provisions as Parent may reasonably specify, and each (ii) instructions for use in effecting the surrender of Company Stock Certificates in exchange for certificates representing Parent Common Stock. Upon surrender of a Company Stock Certificate to Parent for exchange, together with a duly executed letter of transmittal and such other documents as may be reasonably requested by Parent, the holder of a certificate representing shares of such Company Common Stock Certificate shall cease to have any rights with respect thereto, except the right be entitled to receive in exchange therefor, upon surrender thereof to ChaseMellon Shareholder Services (the "Exchange Agent"), therefore a certificate or certificates representing the number of whole shares of Parent Common Stock to which that such holder is entitled has the right to receive pursuant to the provisions of Section 3.1 2.5, and cash payment for any fractional shares referred to in Section 3.4. Notwithstanding any other provision of this Agreement, (i) until holders or transferees of certificates theretofore representing shares of the Company Common Stock have Certificate so surrendered them for exchange as provided herein, no dividends shall be paid with respect to any Parent Common canceled. Until surrendered as contemplated by this Section 2.8, each Company Stock shares represented by such certificates and no payment for fractional shares Certificate shall be made deemed, from and (ii) without regard after the Effective Time, to when represent only the right to receive upon such certificates representing shares of Company Common Stock are surrendered for exchange as provided herein, no interest shall be paid on any Parent Common Stock dividends or any payment for fractional shares. Upon surrender of a certificate which immediately prior to the Effective Time represented shares of Company Common Stock, there shall be paid to the holder of such certificate the amount of any dividends which theretofore became payable, but which were not paid by reason of the foregoing, with respect to the number of whole representing shares of Parent Common Stock represented as contemplated by this Section 2. If any Company Stock Certificate shall have been lost, stolen or destroyed, Parent may, in its discretion and as a condition precedent to the issuance of any certificate representing Parent Common Stock, require the owner of such lost, stolen or certificates issued upon destroyed Company Stock Certificate to provide an appropriate affidavit and to deliver a bond (in such surrendersum as Parent may reasonably direct) as indemnity against any claim that may be made against Parent or the Surviving Corporation with respect to such Company Stock Certificate.

Exchange of Certificates. (a) From and At or as soon as practicable after the Effective Time, all the holders of Company Stock Certificates shall surrender their Company Stock Certificates in exchange for one or more certificates representing Parent Common Stock. Upon surrender of a Company Stock shall no longer Certificate to Parent for exchange, together with a duly executed letter of transmittal and such other documents as may be outstanding and shall automatically be cancelled and retired and shall cease to existreasonably required by Parent, and each the holder of a certificate representing shares of such Company Common Stock Certificate shall cease to have any rights with respect thereto, except the right be entitled to receive in exchange therefor, upon surrender thereof to ChaseMellon Shareholder Services (the "Exchange Agent"), a certificate therefor one or more certificates representing the number of whole shares of Parent Common Stock to which that such holder is entitled has the right to receive pursuant to Section 3.1 and cash payment for any fractional shares referred to in Section 3.4. Notwithstanding any other provision the provisions of this AgreementSection 1, (i) until holders or transferees of certificates theretofore representing shares of and the Company Common Stock have Certificate so surrendered them for exchange as provided herein, no dividends shall be paid with respect to any Parent Common canceled. Until surrendered as contemplated by this Section 1.8, each Company Stock shares represented by such certificates and no payment for fractional shares Certificate shall be made deemed, from and (ii) without regard after the Effective Time, to when represent only the right to receive upon such surrender one or more certificates representing shares of Company Common Stock are surrendered for exchange as provided herein, no interest shall be paid on any Parent Common Stock dividends or any payment for fractional shares. Upon surrender of a certificate which immediately prior to the Effective Time represented shares of Company Common Stock, there shall be paid to the holder of such certificate the amount of any dividends which theretofore became payable, but which were not paid by reason of the foregoing, with respect to the number of whole shares of Parent Common Stock represented (and cash in lieu of any fractional share of Parent Common Stock) as contemplated by this Section 1. If any Company Stock Certificate shall have been lost, stolen or destroyed, Parent may, in its discretion and as a condition precedent to the issuance of any certificate representing Parent Common Stock, require the owner of such lost, stolen or certificates issued upon destroyed Company Stock Certificate to provide an appropriate affidavit and to deliver a bond (in such surrendersum as Parent may reasonably direct) as indemnity against any claim that may be made against Parent or the Surviving Corporation with respect to such Company Stock Certificate.

Exchange of Certificates. (a) From and As soon as practicable after the Effective Time, all Parent will send to the holders of Company Common Stock shall no longer be outstanding Certificates (i) a letter of transmittal in customary form and shall automatically be cancelled and retired and shall cease to existcontaining such provisions as Parent may reasonably specify, and each (ii) instructions for use in effecting the surrender of Company Stock Certificates in exchange for certificates representing Parent Common Stock. Upon surrender of a Company Stock Certificate to Parent for exchange, together with a duly executed letter of transmittal and such other documents as may be reasonably required by Parent, the holder of a certificate representing shares of such Company Common Stock Certificate shall cease to have any rights with respect thereto, except the right be entitled to receive in exchange therefor, upon surrender thereof to ChaseMellon Shareholder Services (the "Exchange Agent"), therefor a certificate or certificates representing the number of whole shares of Parent Common Stock to which that such holder is entitled has the right to receive pursuant to the provisions of this Section 3.1 1 (and cash payment for in lieu of any fractional shares referred to in Section 3.4. Notwithstanding any other provision share of this AgreementParent Common Stock), (i) until holders or transferees of certificates theretofore representing shares of and the Company Common Stock have Certificate so surrendered them for exchange as provided herein, no dividends shall be paid with respect to any Parent Common canceled. Until surrendered as contemplated by this Section 1.8, each Company Stock shares represented by such certificates and no payment for fractional shares Certificate shall be made deemed, from and (ii) without regard after the Effective Time, to when represent only the right to receive upon such certificates representing shares of Company Common Stock are surrendered for exchange as provided herein, no interest shall be paid on any Parent Common Stock dividends or any payment for fractional shares. Upon surrender of a certificate which immediately prior to the Effective Time represented shares of Company Common Stock, there shall be paid to the holder of such certificate the amount of any dividends which theretofore became payable, but which were not paid by reason of the foregoing, with respect to the number of whole representing shares of Parent Common Stock represented (and cash in lieu of any fractional share of Parent Common Stock) as contemplated by this Section 1. If any Company Stock Certificate shall have been lost, stolen or destroyed, Parent may, in its discretion and as a condition precedent to the issuance of any certificate representing Parent Common Stock, require the owner of such lost, stolen or certificates issued upon destroyed Company Stock Certificate to provide an appropriate affidavit and to deliver a bond (in such surrendersum as Parent may reasonably direct) as indemnity against any claim that may be made against Parent or the Surviving Corporation with respect to such Company Stock Certificate.

Exchange of Certificates. After the Effective Time, each holder of a certificate or certificates theretofore representing issued and outstanding Softkat Common Shares (aother than the Dissenting Shares and Excluded Shares) From shall, upon the surrender of such certificates to ESYNCH, or an exchange agent designated by ESYNCH, be entitled to receive, in exchange for each of the shares represented by such certificate or certificates so surrendered, an amount in ESYNCH New Common Shares equal to the Merger Consideration, less any required withholding of Taxes (as hereinafter defined). The holder of a certificate that prior to the Merger represented issued and outstanding Softkat Common Shares shall have no rights, after the Effective Time, all Company Common Stock shall no longer be outstanding and shall automatically be cancelled and retired and shall cease with respect to existsuch shares except to surrender the certificate in exchange for the Merger Consideration, and without interest thereon or, if applicable, to perfect such rights as a holder of Dissenting Shares as such holder may have pursuant to the applicable provisions of Chapter 13 of the CGCL. Within five (5) business days after the Effective Time, the Surviving Corporation will send to each holder of Softkat Common Shares at the Effective Time a letter of transmittal for use in such exchange. In the event any certificate representing shares shall have been lost, stolen or destroyed, upon the making of Company Common Stock shall cease an affidavit of that fact by the person claiming such certificate to have be lost, stolen or destroyed and, if required by the Surviving Corporation, the posting by such person of a bond in such amount as the Surviving Corporation may direct as indemnity against any rights claim that may be made against it with respect theretoto such certificate, except the right ESYNCH will deliver, or cause to receive be delivered, in exchange thereforfor such lost, upon surrender thereof to ChaseMellon Shareholder Services (the "Exchange Agent")stolen or destroyed certificate, a certificate or certificates representing the number of whole shares of Parent Common Stock to which such holder is entitled pursuant to Section 3.1 and cash payment for any fractional shares referred to Merger Consideration payable in Section 3.4. Notwithstanding any other provision of this Agreement, (i) until holders or transferees of certificates theretofore representing shares of Company Common Stock have surrendered them for exchange as provided herein, no dividends shall be paid with respect to any Parent Common Stock shares represented by such certificates and no payment for fractional shares shall be 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 Parent Common Stock dividends or any payment for fractional shares. Upon surrender of a certificate which immediately prior to the Effective Time represented shares of Company Common Stock, there shall be paid to the holder of such certificate the amount of any dividends which theretofore became payable, but which were not paid by reason of the foregoing, with respect to the number of whole shares of Parent Common Stock represented by the certificate or certificates issued upon such surrenderthereof.

Exchange of Certificates. (a) From At or as soon as practicable after the Effective Time, Parent will send to the holders of Company Stock Certificates (i) a letter of transmittal in customary form and containing such provisions as Parent may reasonably specify, and (ii) instructions for use in effecting the surrender of Company Stock Certificates in exchange for the Merger Consideration. Upon surrender of a Company Stock Certificate to Parent for exchange, together with a duly executed letter of transmittal and such other documents as may be reasonably required by Parent, the holder of such Company Stock Certificate shall be entitled to receive in exchange therefor the Merger Consideration that such holder has the right to receive pursuant to the provisions of this Section 1, and the Company Stock Certificate so surrendered shall be canceled. Until surrendered as contemplated by this Section 1.11, each Company Stock Certificate shall be deemed, from and after the Effective Time, all Company 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 Company Common Stock shall cease to have any rights with respect thereto, except represent only the right to receive upon such surrender the Merger Consideration as contemplated by this Section 1. If any Company Stock Certificate shall have been lost, stolen or destroyed, Parent may, in exchange therefor, upon surrender thereof to ChaseMellon Shareholder Services (the "Exchange Agent"), its discretion and as a certificate or certificates representing the number of whole shares of Parent Common Stock to which such holder is entitled pursuant to Section 3.1 and cash payment for any fractional shares referred to in Section 3.4. Notwithstanding any other provision of this Agreement, (i) until holders or transferees of certificates theretofore representing shares of Company Common Stock have surrendered them for exchange as provided herein, no dividends shall be paid with respect to any Parent Common Stock shares represented by such certificates and no payment for fractional shares shall be 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 Parent Common Stock dividends or any payment for fractional shares. Upon surrender of a certificate which immediately prior condition precedent to the Effective Time represented shares issuance of Company any certificate representing Parent Common Stock, there shall be paid to require the holder owner of such certificate the amount of any dividends which theretofore became payablelost, but which were not paid by reason of the foregoing, with respect stolen or destroyed Company Stock Certificate to the number of whole shares of provide an appropriate affidavit and to deliver a bond (in such sum as Parent Common Stock represented by the certificate or certificates issued upon such surrender.may reasonably direct) as indemnity

Exchange of Certificates. (a) From and At or as soon as practicable after the Effective Time, all Parent, or a transfer agent designated by Parent (the "Transfer Agent") will send to the holders of Company Common Stock shall no longer be outstanding Certificates (i) a letter of transmittal in customary form and shall automatically be cancelled and retired and shall cease to existcontaining such provisions as Parent may reasonably specify, and each (ii) instructions for use in effecting the surrender of Company Stock Certificates in exchange for certificates representing Parent Common Stock. Upon surrender of a Company Stock Certificate to Parent for exchange, together with a duly executed letter of transmittal and such other documents as may be reasonably required by Parent or the Transfer Agent, the holder of a certificate representing shares of such Company Common Stock Certificate shall cease to have any rights with respect thereto, except the right be entitled to receive in exchange therefor, upon surrender thereof to ChaseMellon Shareholder Services (the "Exchange Agent"), therefor a certificate or certificates representing the number of whole shares of Parent Common Stock to which that such holder is entitled has the right to receive pursuant to Section 3.1 and cash payment for any fractional shares referred to in Section 3.4. Notwithstanding any other provision the provisions of this AgreementSection 1, (i) until holders or transferees of certificates theretofore representing shares of and the Company Common Stock have Certificate so surrendered them for exchange as provided herein, no dividends shall be paid with respect to any Parent Common canceled. Until surrendered as contemplated by this Section 1.8, each Company Stock shares represented by such certificates and no payment for fractional shares Certificate shall be made deemed, from and (ii) without regard after the Effective Time, to when represent only the right to receive upon such certificates representing shares of Company Common Stock are surrendered for exchange as provided herein, no interest shall be paid on any Parent Common Stock dividends or any payment for fractional shares. Upon surrender of a certificate which immediately prior to the Effective Time represented shares of Company Common Stock, there shall be paid to the holder of such certificate the amount of any dividends which theretofore became payable, but which were not paid by reason of the foregoing, with respect to the number of whole representing shares of Parent Common Stock represented (and cash in lieu of any fractional share of Parent Common Stock) as contemplated by this Section 1. If any Company Stock Certificate shall have been lost, stolen or destroyed, Parent may, in its discretion and as a condition precedent to the issuance of any certificate representing Parent Common Stock, require the owner of such lost, stolen or certificates issued upon destroyed Company Stock Certificate to provide an appropriate affidavit and to deliver a bond (in such surrendersum as Parent may reasonably direct) as indemnity against any claim that may be made against Parent or the Surviving Corporation with respect to such Company Stock Certificate.

Exchange of Certificates. (a) From and Subject to Section 1.8(b), at or as soon as practicable after the Effective Time, all Company 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 the holders of Company Common Stock shall cease be entitled to have any rights certificates representing Parent Common Stock as calculated pursuant to Section 1.5(a)(i). Parent will send to the holders of Company Stock Certificates (i) a letter of transmittal in customary form and containing such provisions as Parent may reasonably specify and (ii) instructions for use in effecting the surrender of Company Stock Certificates in exchange for certificates representing Parent Common Stock. Upon surrender of a Company Stock Certificate to Parent for exchange, together with respect theretoa duly executed letter of transmittal and such other documents as may be reasonably required by Parent, except the right holder of such Company Stock Certificate shall be entitled to receive in exchange therefor, upon surrender thereof to ChaseMellon Shareholder Services (the "Exchange Agent"), therefor a certificate or certificates representing the number of whole shares of Parent Common Stock to which that such holder is entitled has the right to receive pursuant to Section 3.1 and cash payment for any fractional shares referred to in Section 3.4. Notwithstanding any other provision the provisions of this AgreementSection 1, (i) until holders or transferees of certificates theretofore representing shares of and the Company Common Stock have Certificate so surrendered them for exchange as provided herein, no dividends shall be paid with respect to any Parent Common canceled. Until surrendered as contemplated by this Section 1.8, each Company Stock shares represented by such certificates and no payment for fractional shares Certificate shall be made deemed, from and (ii) without regard after the Effective Time, to when represent only the right to receive upon such certificates representing shares of Company Common Stock are surrendered for exchange as provided herein, no interest shall be paid on any Parent Common Stock dividends or any payment for fractional shares. Upon surrender of a certificate which immediately prior to the Effective Time represented shares of Company Common Stock, there shall be paid to the holder of such certificate the amount of any dividends which theretofore became payable, but which were not paid by reason of the foregoing, with respect to the number of whole representing shares of Parent Common Stock represented (and cash in lieu of any fractional share of Parent Common Stock) as contemplated by this Section 1. If any Company Stock Certificate shall have been lost, stolen or destroyed, Parent may, in its discretion and as a condition precedent to the issuance of any certificate representing Parent Common Stock, require the owner of such lost, stolen or certificates issued upon destroyed Company Stock Certificate to provide an appropriate affidavit and to deliver a bond (in such surrendersum as Parent may reasonably direct) as indemnity against any claim that may be made against Parent or the Surviving Corporation with respect to such Company Stock Certificate.

Exchange of Certificates. (a) From and after In connection with the Effective TimeClosing, all Company 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 Company Common Stock shall cease to have any rights with respect thereto, except the right to receive in exchange therefor, upon surrender thereof to ChaseMellon Shareholder Services (the "Exchange Agent"), Series A Holder holding a certificate or certificates representing the number of whole shares of Parent Common Stock to certificates, which such holder is entitled pursuant to Section 3.1 and cash payment for any fractional shares referred to in Section 3.4. Notwithstanding any other provision of this Agreement, (i) until holders or transferees of certificates theretofore representing shares of Company Common Stock have surrendered them for exchange as provided herein, no dividends shall be paid with respect to any Parent Common Stock shares represented by such certificates and no payment for fractional shares shall be 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 Parent Common Stock dividends or any payment for fractional shares. Upon surrender of a certificate which immediately prior to the Effective Time represented shares of Company Common Series A-1 Preferred Stock or Series A-2 Preferred Stock, there shall be paid deliver such certificates, endorsed in blank together with duly executed stock powers transferring the shares represented by such certificates, to Parent. Upon surrender of such instruments to Parent, the holder of such certificate shall be entitled to receive in exchange therefor solely such amounts from Parent and Holdco, on a joint and several basis, pursuant to Section 2.01(b) hereof, and the amount certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Series A-1 Preferred Stock or Series A-2 Preferred Stock that is not registered in the transfer records of the Company, payment may be made to a Person other than the Person in whose name the certificate so surrendered is registered, if such certificate shall be properly endorsed or otherwise be in proper form for transfer and the Person requesting such payment shall pay any dividends which theretofore became payable, but which were not paid transfer or other Taxes required by reason of the foregoing, with respect payment to a Person other than the registered holder of such certificate or to establish to the number satisfaction of whole the Surviving Corporation that such Tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.03, each certificate for Series A Preferred Stock shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the applicable payments pursuant to Section 2.01(b), without interest. No interest will be paid or will accrue on cash payable upon the surrender of any such certificate. At the close of business on the day on which the Effective Time occurs, the stock transfer books of the Company shall be closed, and there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the shares of Parent Common Company Capital Stock represented by that were outstanding immediately prior to the certificate Effective Time. If, after the Effective Time, any certificated or certificates issued upon such surrenderuncertificated shares are presented to the Surviving Corporation for transfer, they shall be canceled, if applicable, against delivery of cash to the holder thereof, as provided in this ARTICLE II.

Exchange of Certificates. (a) From and after At the Effective TimeClosing, all outstanding Company Common Stock Certificates shall no longer be outstanding delivered to Parent for exchange, together with a duly executed letter of transmittal and shall automatically such other documents as may be cancelled and retired and shall cease reasonably required by Parent. Upon surrender of a Company Stock Certificate to existParent for exchange, and each the holder of a certificate representing shares of such Company Common Stock Certificate shall cease to have any rights with respect thereto, except the right be entitled to receive in exchange therefor, upon surrender thereof to ChaseMellon Shareholder Services therefor (i) a Parent corporate check as set forth in Section 1.6(b) and (ii) twenty (20) days after the "Exchange Agent")Closing, a certificate or certificates representing the number of whole shares of Parent Common Stock to which that such holder is entitled has the right to receive pursuant to the provisions of Section 3.1 and cash payment for any fractional shares referred 1.6. Thereafter, each Shareholders who surrendered a Company Stock Certificate at the Closing shall be entitled to receive payments as set forth in Section 3.41.7, subject to the conditions thereof. Notwithstanding any other provision of this Agreement, (i) until holders or transferees of certificates theretofore representing shares of Each Company Common Stock have surrendered them for exchange as provided herein, no dividends Certificate shall be paid with respect deemed, from and after the Effective Time, to any Parent Common Stock shares represented by represent only the right to receive upon such certificates and no payment for fractional shares shall be 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 Parent Common Stock dividends or any payment for fractional shares. Upon surrender of a certificate which immediately prior to the Effective Time represented shares of Company Common Stock, there shall be paid to the holder of such certificate the amount of any dividends which theretofore became payable, but which were not paid by reason of the foregoing, with respect to the number of whole representing shares of Parent Common Stock represented (and cash in lieu of any fractional share of Parent Common Stock) and cash payments as contemplated by this Section 1. If any Company Stock Certificate shall have been lost, stolen or destroyed, Parent may, in its discretion and as a condition precedent to the issuance of any certificate representing Parent Common Stock or certificates issued upon payment of any cash hereunder, require the owner of such surrenderlost, stolen or destroyed Company Stock Certificate to provide an appropriate affidavit and to deliver a bond (in such sum as Parent may reasonably direct) as indemnity against any claim that may be made against Parent or the Surviving Corporation with respect to such Company Stock Certificate.

Exchange of Certificates. (a) From and At or as soon as practicable after the Effective Time, all Parent will send to the holders of Company Common Stock shall no longer be outstanding Certificates (i) a letter of transmittal in customary form and shall automatically be cancelled and retired and shall cease to existcontaining such provisions as Parent may reasonably specify, and each (ii) instructions for use in effecting the surrender of Company Stock Certificates in exchange for certificates representing Parent Common Stock. Upon surrender of a Company Stock Certificate to Parent for exchange, together with a duly executed letter of transmittal and such other documents as may be reasonably requested by Parent, the holder of a certificate representing shares of such Company Common Stock Certificate shall cease to have any rights with respect thereto, except the right be entitled to receive in exchange therefor, upon surrender thereof to ChaseMellon Shareholder Services (the "Exchange Agent"), therefor a certificate or certificates representing the number of whole shares of Parent Common Stock to which such holder is entitled pursuant to Section 3.1 (and cash payment for in lieu of any fractional shares referred to in Section 3.4. Notwithstanding any other provision share of this Agreement, (i) until holders or transferees of certificates theretofore representing shares of Company Common Stock have surrendered them for exchange as provided herein, no dividends shall be paid with respect to any Parent Common Stock shares represented by in accordance with Section 1.9(c)) that such certificates holder has the right to receive pursuant to the provisions of this Section 1, and no payment for fractional shares the Company Stock Certificate so surrendered shall be made and (ii) without regard to when such certificates representing shares of canceled. Until surrendered as contemplated by this Section 1.9, each Company Common Stock are surrendered for exchange as provided herein, no interest Certificate shall be paid on any Parent Common Stock dividends or any payment for fractional shares. Upon deemed, from and after the Effective Time, to represent only the right to receive upon such surrender of a certificate which immediately prior to the Effective Time represented shares of Company Common Stock, there shall be paid to the holder of such certificate the amount of any dividends which theretofore became payable, but which were not paid by reason of the foregoing, with respect to the number of whole representing shares of Parent Common Stock represented (and cash in lieu of any fractional share of Parent Common Stock in accordance with Section 1.9(c)) as contemplated by this Section 1. If any Company Stock Certificate shall have been lost, stolen or destroyed, Parent may, in its discretion and as a condition precedent to the issuance of any certificate representing Parent Common Stock, require the owner of such lost, stolen or certificates issued upon destroyed Company Stock Certificate to provide an appropriate affidavit and to deliver a bond (in such surrendersum as Parent may reasonably direct) as indemnity against any claim that may be made against Parent or the Surviving Corporation with respect to such Company Stock Certificate.

Exchange of Certificates. (a) From Within two business days following the execution of this Agreement, Parent will provide the Company with a letter of transmittal in customary form and containing such provisions as Parent may reasonably specify and (ii) instructions for use in effecting the surrender of Company Stock Certificates in exchange for a cash payment pursuant to Section 1.5 of this Agreement. The Company will distribute such letter of transmittal and instructions to each Company shareholder that does not perfect its dissenters' rights and is otherwise entitled to receive cash pursuant to Section 1.5 (a "Merger Shareholder"). Upon surrender of a Company Stock Certificate to Parent for exchange, together with a duly executed letter of transmittal and such other documents as may be reasonably required by Parent, from and after the Effective Time, all Company Common Stock shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist, and each the holder of such Company Stock Certificate shall be entitled to receive in exchange therefor a certificate representing shares of Company Common Stock shall cease to have any rights with respect thereto, except check in the amount that such holder has the right to receive in exchange therefor, upon surrender thereof to ChaseMellon Shareholder Services (the "Exchange Agent"), a certificate or certificates representing the number of whole shares of Parent Common Stock to which such holder is entitled pursuant to the provisions of Section 3.1 and cash payment for any fractional shares referred to in Section 3.4. Notwithstanding any other provision 1.5 of this Agreement, and the Company Stock Certificate so surrendered shall be canceled. Within one business day after Parent receives oral confirmation from the State Corporation Commission of the Commonwealth of Virginia that the articles of merger have been accepted for filing, Parent will (i) until release and pay the amounts due to all holders or transferees of certificates theretofore representing shares of Company Common Stock Certificates who have surrendered them for exchange as provided herein, no dividends shall be paid their certificates along with respect to any Parent Common Stock shares represented by such certificates and no payment for fractional shares shall be made and (ii) without regard to when such certificates representing shares their properly executed letters of Company Common Stock are surrendered for exchange as provided herein, no interest shall be paid on any Parent Common Stock dividends or any payment for fractional shares. Upon surrender of a certificate which immediately transmittal prior to the Effective Time represented shares of and (ii) repay the Investor Notes (as defined in Section 6.5(k)). Until surrendered as contemplated by this Section 1.8, each Company Common Stock, there Stock Certificate shall be paid deemed, from and after the Effective Time, to represent only the right to receive upon such surrender a cash payment pursuant to Section 1.5 of this Agreement. If any Company Stock Certificate shall have been lost, stolen or destroyed, Parent may, in its discretion and as a condition precedent to the holder making of any cash payment pursuant to this Agreement, require the owner of such certificate lost, stolen or destroyed Company Stock Certificate to provide an appropriate affidavit of loss and indemnity against any claim that may be made against Parent or the amount of any dividends which theretofore became payable, but which were not paid by reason of the foregoing, Surviving Corporation with respect to the number of whole shares of Parent Common such Company Stock represented by the certificate or certificates issued upon such surrenderCertificate.

Exchange of Certificates. (a) From At or as soon as practicable after the Effective Time, StockTrans, Inc. (the "Exchange Agent") will send to the holders of Company Stock Certificates (i) a letter of transmittal in customary form and containing such provisions as Parent may reasonably specify and (ii) instructions for use in effecting the surrender of Company Stock Certificates in exchange for the Merger Consideration. Upon surrender of a Company Stock Certificate to the Exchange Agent for exchange, together with a duly executed letter of transmittal and such other documents as may be reasonably required by Parent or the Exchange Agent, except for the Merger Consideration to be deposited in escrow pursuant to Section 1.10, the holder of such Company Stock Certificate shall be entitled to receive in exchange therefor the Merger Consideration that such holder has the right to receive pursuant to the provisions of this Section 1, and the Company Stock Certificate so surrendered shall be canceled. Until surrendered as contemplated by this Section 1.8, each Company Stock Certificate shall be deemed, from and after the Effective Time, all Company 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 Company Common Stock shall cease to have any rights with respect thereto, except represent only the right to receive upon such surrender the Merger Consideration as contemplated by this Section 1. If any Company Stock Certificate shall have been lost, stolen or destroyed, Parent may, in exchange thereforits discretion and as a condition precedent to the delivery of the Merger Consideration, upon surrender thereof require the owner of such lost, stolen or destroyed Company Stock Certificate to ChaseMellon Shareholder Services provide an appropriate affidavit and to deliver a bond (in such sum as Parent may reasonably direct) as indemnity against any claim that may be made against Parent or the "Surviving Corporation with respect to such Company Stock Certificate. As of the Effective Time, Parent shall (i) make available to the Exchange Agent"), a certificate or for the benefit of holders of Company Stock Certificates, for exchange in accordance with this Section 1.8, certificates representing the number of whole shares of Parent Common Stock to which such holder is entitled issuable pursuant to Section 3.1 and cash payment 1.8 in exchange for any fractional shares referred to in Section 3.4. Notwithstanding any other provision of this Agreement, (i) until holders or transferees of certificates theretofore representing shares of Company Common Stock have surrendered them for exchange as provided herein, no dividends shall be paid with respect to any Parent Common Stock shares represented by such certificates and no payment for fractional shares shall be 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 Parent Common Stock dividends or any payment for fractional shares. Upon surrender of a certificate which immediately prior to the Effective Time represented shares of Company Common Stock, there shall be paid to the holder of such certificate the amount of any dividends which theretofore became payable, but which were not paid by reason of the foregoing, with respect to the number of whole shares of Parent Common Stock represented by the certificate or certificates issued upon such surrender.outstanding Converted

Exchange of Certificates. (a) From and At or as soon as practicable after the Effective TimeClosing Date, all Parent will send to the holders of Company Common Stock shall no longer be outstanding Certificates (i) a letter of transmittal in customary form and shall automatically be cancelled and retired and shall cease to existcontaining such provisions as Parent may reasonably specify, and each (ii) instructions for use in effecting the surrender of Company Stock Certificates in exchange for certificates representing Parent Common Stock. Upon surrender of a Company Stock Certificate to Parent for exchange, together with a duly executed letter of transmittal and such other documents as may be reasonably required by Parent, the holder of a certificate representing shares of such Company Common Stock Certificate shall cease to have any rights with respect thereto, except the right be entitled to receive in exchange therefor, upon surrender thereof to ChaseMellon Shareholder Services (the "Exchange Agent"), therefor a certificate or certificates representing the number of whole shares of Parent Common Stock to which that such holder is entitled has the right to receive pursuant to Section 3.1 and cash payment for any fractional shares referred to in Section 3.4. Notwithstanding any other provision the provisions of this AgreementSection 1, (i) until holders or transferees of certificates theretofore representing shares of and the Company Common Stock have Certificate so surrendered them for exchange as provided herein, no dividends shall be paid with respect to any Parent Common canceled. Until surrendered as contemplated by this Section 1.8, each Company Stock shares represented by such certificates and no payment for fractional shares Certificate shall be made deemed, from and (ii) without regard after the Closing Date, to when represent only the right to receive upon such certificates representing shares of Company Common Stock are surrendered for exchange as provided herein, no interest shall be paid on any Parent Common Stock dividends or any payment for fractional shares. Upon surrender of a certificate which immediately prior to the Effective Time represented shares of Company Common Stock, there shall be paid to the holder of such certificate the amount of any dividends which theretofore became payable, but which were not paid by reason of the foregoing, with respect to the number of whole representing shares of Parent Common Stock represented (and cash in lieu of any fractional share of Parent Common Stock) as contemplated by this Section 1. If any Company Stock Certificate shall have been lost, stolen or destroyed, Parent may, in its discretion and as a condition precedent to the issuance of any certificate representing Parent Common Stock, require the owner of such lost, stolen or certificates issued upon destroyed Company Stock Certificate to provide an appropriate affidavit and to deliver a bond (in such surrendersum as Parent may reasonably direct) as indemnity against any claim that may be made against Parent or the Surviving Corporation with respect to such Company Stock Certificate.

Exchange of Certificates. (a) From and At or as soon as practicable after the Effective Time, all Parent will send to the holders of Company Common Stock shall no longer be outstanding Certificates (i) a letter of transmittal in customary form and shall automatically be cancelled and retired and shall cease to existcontaining such provisions as Parent may reasonably specify, and each (ii) instructions for use in effecting the surrender of Company Stock Certificates in exchange for certificates representing Parent Common Stock. Upon surrender of a Company Stock Certificate to Parent for exchange, together with a duly executed letter of transmittal and such other documents as may be reasonably requested by Parent, the holder of a certificate representing shares of such Company Common Stock Certificate shall cease to have any rights with respect thereto, except the right be entitled to receive in exchange therefor, upon surrender thereof to ChaseMellon Shareholder Services (the "Exchange Agent"), therefor a certificate or certificates representing the number of whole shares of Parent Common Stock to which such holder is entitled pursuant to Section 3.1 (and cash payment for in lieu of any fractional shares referred to in Section 3.4. Notwithstanding any other provision share of this Agreement, (i) until holders or transferees of certificates theretofore representing shares of Company Common Stock have surrendered them for exchange as provided herein, no dividends shall be paid with respect to any Parent Common Stock shares represented by in accordance with Section 1.8(c)) that such certificates holder has the right to receive pursuant to the provisions of this Section 1, and no payment for fractional shares the Company Stock Certificate so surrendered shall be made and (ii) without regard to when such certificates representing shares of canceled. Until surrendered as contemplated by this Section 1.8, each Company Common Stock are surrendered for exchange as provided herein, no interest Certificate shall be paid on any Parent Common Stock dividends or any payment for fractional shares. Upon deemed, from and after the Effective Time, to represent only the right to receive upon such surrender of a certificate which immediately prior to the Effective Time represented shares of Company Common Stock, there shall be paid to the holder of such certificate the amount of any dividends which theretofore became payable, but which were not paid by reason of the foregoing, with respect to the number of whole representing shares of Parent Common Stock represented (and cash in lieu of any fractional share of Parent Common Stock in accordance with Section 1.8(c)) as contemplated by this Section 1. If any Company Stock Certificate shall have been lost, stolen or destroyed, Parent may, in its discretion and as a condition precedent to the issuance of any certificate representing Parent Common Stock, require the owner of such lost, stolen or certificates issued upon destroyed Company Stock Certificate to provide an appropriate affidavit and to deliver a bond (in such surrendersum as Parent may reasonably direct) as indemnity against any claim that may be made against Parent or the Surviving Corporation with respect to such Company Stock Certificate.

Exchange of Certificates. (aAt the Closing, the Excel Company, on behalf of the Excel Company shareholders, shall surrender certificate(s) From and after the Effective Time, all evidencing Excel Company Common Stock shall no longer be outstanding duly endorsed in blank for transfer or accompanied by a stock power duly executed in blank in a form reasonably requested by the Parent to evidence the acknowledgement of and shall automatically be cancelled and retired and shall cease consent to exist, and each holder the sale of a certificate representing shares of the Excel Company Common Stock in exchange for certificates representing Parent Common Stock. Upon surrender of an Excel Company Stock Certificate to the Parent for exchange, the holder of such an Excel Company Stock Certificate shall cease to have any rights with respect thereto, except the right be entitled to receive in exchange thereforexchange, upon surrender thereof to ChaseMellon Shareholder Services (therefore at the "Exchange Agent")Effective Date or as soon thereafter as reasonably practicable, a certificate or certificates representing the number of whole shares of Parent Common Stock to which that such holder is entitled has the right to receive pursuant to Section 3.1 the provisions of ARTICLE 2.5 and cash payment for Excel Company Stock Certificate so surrendered shall thereafter be cancelled and will cease to represent any fractional shares referred interest in the Excel Company. Immediately after the Effective Time, the Parent shall deliver (or cause its transfer agent to in Section 3.4. Notwithstanding any other provision of this Agreementdeliver) to the Excel Company, (i) until holders or transferees of certificates theretofore representing shares of Company Common Stock have surrendered them for exchange as provided hereinon a pro rata basis, no dividends shall be paid with respect to any the Parent Common Stock shares represented by such certificates and no payment in exchange for fractional shares shall be made and (ii) without regard to when such the certificates representing shares of Company Common Stock are surrendered for exchange as provided herein, no interest shall be paid on any Parent Common Stock dividends or any payment for fractional shares. Upon surrender of a certificate which immediately prior to the Effective Time represented shares of Excel Company Common Stock. Until surrendered as contemplated by this ARTICLE 2.8, there each Excel Company Stock Certificate shall be paid deemed, from and after the Effective Time, to represent only the holder of right to receive upon such surrender a certificate the amount of any dividends which theretofore became payable, but which were not paid by reason of the foregoing, with respect to the number of whole representing shares of Parent Common Stock represented as contemplated by this ARTICLE 2.8. If any Excel Company Stock Certificate(s) shall have been lost, stolen or destroyed, the Parent may, in its discretion and as a condition precedent to the issuance of any certificate representing Parent Common Stock, require the owner of such lost, stolen or certificates issued upon destroyed Excel Company Stock Certificate(s) to provide an appropriate affidavit (an "Affidavit of Lost Excel Certificate") and to deliver a bond (in such surrendersum as the Parent may reasonably direct) as indemnity against any claim that may be made against the Parent or the Surviving Corporation with respect to such Excel Company Stock Certificate(s).

Exchange of Certificates. (a) From and after At or prior to the Effective Time, all ------------------------ Parent shall reserve for exchange in accordance with this Article II, the aggregate number of shares of Parent Common Stock issuable pursuant to Section 2.02 in exchange for outstanding shares of Company Common Stock. At the Closing, Company and the Principal Stockholders shall cause each Stockholder that does not perfect its appraisal rights and is otherwise entitled to receive shares of Parent Common Stock shall no longer be outstanding and shall automatically be cancelled and retired and shall cease cash pursuant to exist, and each holder of Section 2.02 (a certificate "Merger Stockholder") ------------------ to surrender to Parent all certificates representing shares of Company Common Stock (properly endorsed for transfer and with all necessary transfer tax and other revenue stamps affixed and cancelled). No later than the Effective Time, Parent shall cease deliver to have any rights with respect thereto, except the right to receive in exchange therefor, upon surrender thereof to ChaseMellon Shareholder Services (the "Exchange Agent"), each Merger Stockholder a certificate or certificates representing the number of whole shares of Parent Common Stock that such Merger Stockholder has the right to which such holder is entitled receive pursuant to the provisions of Section 3.1 2.02. If any Company Stock Certificate shall have been lost, stolen or destroyed, Parent may, in its discretion and cash payment for as a condition precedent to the issuance of any fractional shares referred certificate representing Parent Common Stock, require the owner of such lost, stolen or destroyed Company Stock Certificate to in Section 3.4. Notwithstanding provide an appropriate affidavit and indemnity agreement against any other provision of this Agreement, (i) until holders claim that may be made against Parent or transferees of certificates theretofore representing shares of the Surviving Company Common Stock have surrendered them for exchange as provided herein, no dividends shall be paid with respect to any Parent Common such Company Stock shares represented by such certificates Certificate. At and no payment for fractional shares shall be 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 Parent Common Stock dividends or any payment for fractional shares. Upon surrender of a certificate which immediately prior to after the Effective Time represented shares Time, each Company Stock Certificate shall, for all purposes, be deemed to evidence ownership of Company Common Stock, there shall be paid to the holder of such certificate the amount of any dividends which theretofore became payable, but which were not paid by reason of the foregoing, with respect to the number of whole shares of Parent Common Stock represented determined in accordance with Section 2.02 until such Company Stock Certificate has been surrendered by the holder thereof and replaced by a certificate or certificates representing Parent Common Stock. All shares of Parent Common Stock issuable to the Stockholders in the Merger shall be deemed for all purposes to have been issued upon such surrenderby Parent at the Effective Time.

Exchange of Certificates. (a) From and At or as soon as practicable after the Effective Time, all Company Common Parent will send to the holders of Target Stock shall no longer be outstanding Certificates (i) a letter of transmittal in customary form and shall automatically be cancelled and retired and shall cease to existcontaining such provisions as Parent may reasonably specify, and each (ii) instructions for use in effecting the surrender of Target Stock Certificates in exchange for certificates representing Parent Common Stock. Upon surrender of a Target Stock Certificate to Parent for exchange, together with a duly executed letter of transmittal and such other documents as may be reasonably required by Parent, the holder of a certificate representing shares of Company Common such Target Stock Certificate shall cease to have any rights with respect thereto, except the right be entitled to receive in exchange therefor, upon surrender thereof to ChaseMellon Shareholder Services (the "Exchange Agent"), therefor a certificate or certificates representing the number of whole shares of Parent Common Stock to which that such holder is entitled has the right to receive pursuant to Section 3.1 and cash payment for any fractional shares referred to in Section 3.4. Notwithstanding any other provision the provisions of this AgreementSection 1, (i) until holders or transferees of certificates theretofore representing shares of Company Common and Target Stock have Certificate so surrendered them for exchange as provided herein, no dividends shall be paid with respect to any Parent Common canceled. Until surrendered as contemplated by this Section 1.12, each Target Stock shares represented by such certificates and no payment for fractional shares Certificate shall be made deemed, from and (ii) without regard after the Effective Time, to when represent only the right to receive upon such certificates representing shares of Company Common Stock are surrendered for exchange as provided herein, no interest shall be paid on any Parent Common Stock dividends or any payment for fractional shares. Upon surrender of a certificate which immediately prior to the Effective Time represented shares of Company Common Stock, there shall be paid to the holder of such certificate the amount of any dividends which theretofore became payable, but which were not paid by reason of the foregoing, with respect to the number of whole representing shares of Parent Common Stock represented (and cash in lieu of any fractional share of Parent Common Stock) as contemplated by this Section 1. If any Target Stock Certificate shall have been lost, stolen or destroyed, Parent may, in its discretion and as a condition precedent to the issuance of any certificate representing Parent Common Stock, require the owner of such lost, stolen or certificates issued upon destroyed Target Stock Certificate to provide an appropriate affidavit and to deliver a bond (in such surrendersum as Parent may reasonably direct) as indemnity against any claim that may be made against Parent or the Surviving Corporation with respect to such Target Stock Certificate.

Exchange of Certificates. (aA) From and At or as soon as practicable after the Effective Time, all Parent will send to the holders of Company Common Stock shall no longer be outstanding Certificates and shall automatically be cancelled Convertible Notes (i) a letter of transmittal in customary form and retired and shall cease to existcontaining such provisions as Parent may reasonably specify, and each (ii) instructions for use in effecting the surrender of Company Stock Certificates and Convertible Notes in exchange for certificates representing Parent Common Stock. Upon surrender of a Company Stock Certificate or Convertible Note to Parent for exchange, together with a duly executed letter of transmittal and such other documents as may be reasonably required by Parent the holder of a certificate representing shares of such Company Common Stock Certificate or Convertible Note shall cease to have any rights with respect thereto, except the right be entitled to receive in exchange therefor, upon surrender thereof therefor (subject to ChaseMellon Shareholder Services (the "Exchange Agent"), Section 8.3) a certificate or certificates representing the number of whole shares of Parent Common Stock to which that such holder is entitled has the right to receive pursuant to Section 3.1 and cash payment for any fractional shares referred to in Section 3.4. Notwithstanding any other provision the provisions of this AgreementSection 1 (assuming, (i) until holders or transferees in the case of certificates theretofore representing shares of Company Common Stock have surrendered them for exchange as provided hereinthe Convertible Notes, no dividends shall be paid with respect to any Parent Common Stock shares represented by that such certificates and no payment for fractional shares shall be made and (ii) without regard to when such certificates representing shares of Company Common Stock are surrendered for exchange as provided hereinConvertible Notes had been converted, no interest shall be paid on any Parent Common Stock dividends or any payment for fractional shares. Upon surrender of a certificate which immediately prior to the Effective Time represented in accordance with the terms thereof, into shares of Company Common Stock), there and the Company Stock Certificate or Convertible Note so surrendered shall be paid canceled. Until surrendered as contemplated by this Section 1.8, each Company Stock Certificate or Convertible Note shall be deemed, from and after the Effective Time, to represent only the holder of right to receive upon such surrender a certificate the amount of any dividends which theretofore became payable, but which were not paid by reason of the foregoing, with respect to the number of whole representing shares of Parent Common Stock represented (and cash in lieu of any fractional share of Parent Common Stock as described in Section 1.8(c)) as contemplated by this Section 1. If any Company Stock Certificate or Convertible Note shall have been lost, stolen or destroyed, Parent may, in its discretion and as a condition precedent to the issuance of any certificate representing Parent Common Stock, require the owner of such lost, stolen or certificates issued upon destroyed Company Stock Certificate or Convertible Note to provide an appropriate affidavit and to deliver a bond (in such surrendersum as Parent may reasonably direct) as indemnity against any claim that may be made against Parent or the Surviving Corporation with respect to such Company Stock Certificate or Convertible Note.

Exchange of Certificates. (a) From and Within five business days after the Effective TimeClosing Date, all Parent will send to the holders of Company Stock Certificates (i) a letter of transmittal in customary form and containing such provisions as Parent may reasonably specify, and (ii) instructions for use in effecting the surrender of Company Stock Certificates in exchange for certificates representing Parent Common Stock shall no longer and the Fractional Share Amount, if any. Upon surrender of a Company Stock Certificate to Parent for exchange, together with a duly executed letter of transmittal and such other documents as may be outstanding and shall automatically be cancelled and retired and shall cease to existreasonably required by Parent, and each (1) the holder of a certificate representing shares of such Company Common Stock Certificate shall cease to have any rights with respect thereto, except the right be entitled to receive in exchange therefor, upon surrender thereof to ChaseMellon Shareholder Services (the "Exchange Agent"), therefor a certificate or certificates representing the number of whole shares of Parent Common Stock to which that such holder is entitled has the right to receive pursuant to the provisions of Section 3.1 1.5 (and cash payment for any fractional shares referred to in Section 3.4. Notwithstanding any other provision of this Agreementthe Fractional Share Amount, if any), and (i2) until holders or transferees of certificates theretofore representing shares of the Company Common Stock have Certificate so surrendered them for exchange as provided herein, no dividends shall be paid with respect to any Parent Common canceled. Until surrendered as contemplated by this Section 1.7(a), each Company Stock shares represented by such certificates and no payment for fractional shares Certificate shall be made deemed, from 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 Parent Common Stock dividends or any payment for fractional shares. Upon surrender of a certificate which immediately prior to after the Effective Time represented shares of Company Common StockTime, there shall be paid to represent only the holder of such certificate the amount of any dividends which theretofore became payable, but which were not paid by reason of the foregoing, with respect right to the number of whole receive shares of Parent Common Stock represented (and the Fractional Share Amount, if any) as contemplated by Section 1. If any Company Stock Certificate shall have been lost, stolen or destroyed, Parent may, in its discretion and as a condition precedent to the issuance of any certificate representing Parent Common Stock, require the owner of such lost, stolen or certificates issued upon destroyed Company Stock Certificate to provide an appropriate affidavit as indemnity against any claim that may be made against Parent or the Surviving Corporation with respect to such surrenderCompany Stock Certificate.