Common use of Exchange of Company Common Stock Clause in Contracts

Exchange of Company Common Stock. (a) At the Closing, Company will cause the delivery of all Company Shareholders Company Common Stock all of which are outstanding immediately prior to the Effective Time to Parent (“Company Certificates”), together with appropriate assignments signed by such holders, in exchange for the number of whole shares of Parent Common Stock into which such interests have been converted as provided in Section 1.4(a), and Company Certificates so surrendered will be canceled. (b) All shares of Parent Common Stock issued upon the surrender for exchange of shares of Company Common Stock in accordance with the terms hereof will be deemed to have been issued in full satisfaction of all rights pertaining to such Company Common Stock. (c) As of the Effective Time, the holders of Company Certificates representing shares of Company Common Stock will cease to have any rights as Company Shareholders, except such rights, if any, as they may have pursuant to the Nevada Act. Except as provided above, until such Company Certificates are surrendered for exchange, each such Company Certificate will, after the Effective Time, represent for all purposes only the right to receive certificates representing the number of whole shares of Parent Common Stock into which Company Common Stock shall have been converted pursuant to the Merger as provided in Section 1.4(a). (d) No fractional shares of Parent Common Stock will be issued upon the surrender for exchange of Company Certificates; no dividend or other distribution of Parent will relate to any fractional share; and such fractional share will not entitle the owner thereof to vote or to any rights of a shareholder of Parent. All fractional shares of Parent Common Stock to which a holder of Company Common Stock immediately prior to the Effective Time would otherwise be entitled, at the Effective Time, will be aggregated if and to the extent multiple Company Certificates of such holder are submitted together to Parent. If a fractional share results from such aggregation, then such fractional share will be rounded up to the nearest whole share and each holder of shares of Company Common Stock interests who otherwise would be entitled to receive such fractional share of Parent Common Stock will receive one whole share in lieu of such fractional share, as applicable.

Exchange of Company Common Stock. (a) At or prior to the ClosingEffective Time, Parent shall cause Parent's stock transfer agent or such other person as Parent may appoint and is reasonably satisfactory to the Company will cause to act as exchange agent (the delivery "Exchange Agent") hereunder. As promptly as practicable after the Effective Time, with respect to the shares of all Company Shareholders Parent Common Stock into which shares of Company Common Stock all have been converted pursuant to Section 1.3(a), (i) if the Exchange Agent is Parent's stock transfer agent, Parent shall deliver written instructions to the transfer agent instructing Parent's transfer agent to issue such shares of which are outstanding Parent Common Stock pursuant to the provisions of this Section 1.5, or (ii) if the Exchange Agent is not Parent's stock transfer agent, Parent shall deposit, or cause to be deposited, with the Exchange Agent for the benefit of holders of shares of Company Common Stock, certificates representing such shares of Parent Common Stock. As promptly as practicable after the Effective Time, Parent shall cause the Exchange Agent to mail to each holder of record (other than Parent, Merger Subsidiary, the Company, or any wholly owned subsidiary of Parent or the Company) of a certificate or certificates that immediately prior to the Effective Time to Parent represented outstanding shares of Company Common Stock (“"Company Certificates”)") a form letter of transmittal (which shall specify that delivery shall be effective, and risk of loss and title to the Company Certificate(s) shall pass, only upon delivery of the Company Certificate(s) to the Exchange Agent) and instructions for such holder's use in effecting the surrender of the Company Certificates in exchange for certificates representing shares of Parent Common Stock and cash in lieu of any fractional shares. (b) As soon as practicable after the Effective Time, the Exchange Agent shall distribute to holders of shares of Company Common Stock, upon surrender to the Exchange Agent of one or more Company Certificates for cancellation, together with appropriate assignments signed by such holdersa duly-executed letter of transmittal, in exchange for (i) one or more certificates representing the number of whole shares of Parent Common Stock into which such interests the shares represented by the Company Certificate(s) shall have been converted as provided pursuant to Section 1.3(a), (ii) a bank check in the amount of cash into which the shares represented by the Company Certificate(s) shall have been converted pursuant to Section 1.4(a1.5(f) (relating to fractional shares), and (iii) any dividends or other distributions to which such holder is entitled pursuant to Section 1.5(c), and the Company Certificates Certificate(s) so surrendered will shall be canceled. (b) All . In the event of a transfer of ownership of Company Common Stock that is not registered in the transfer records of the Company, it shall be a condition to the issuance of shares of Parent Common Stock that the Company Certificate(s) so surrendered shall be properly endorsed or be otherwise in proper form for transfer and that such transferee shall (i) pay to the Exchange Agent any transfer or other taxes required or (ii) establish to the satisfaction of the Exchange Agent that such tax has been paid or is not payable. (c) Holders of Company Common Stock will be entitled to any dividends or other distributions pertaining to the Parent Common Stock received in exchange therefor that become payable to persons who are holders of record of Parent Common Stock as of a record date that follows the Effective Time, but only after they have surrendered their Company Certificates for exchange. Parent shall deposit with the Exchange Agent any such dividend or other distributions, and subject to the effect, if any, of applicable law, the Exchange Agent shall receive, hold, and remit any such dividends or other distributions to each such record holder entitled thereto, without interest, at the time that such Company Certificates are surrendered to the Exchange Agent for exchange. Holders of Company Common Stock will not be entitled, however, to dividends or other distributions that become payable before or after the Effective Time to persons who were holders of record of Parent Common Stock as of a record date that is prior to the Effective Time. (d) All certificates evidencing shares of Parent Common Stock that are issued upon the surrender for exchange of shares of Company Common Stock Certificates in accordance with the terms hereof will hereof, together with any cash paid for fractional shares pursuant to Section 1.5(f) hereof, shall be deemed to have been issued in full satisfaction of all rights pertaining to such the shares of Company Common StockStock represented by the surrendered Company Certificates. (ce) After the Effective Time, there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the shares of Company Common Stock that were outstanding immediately prior to the Effective Time. If, after the Effective Time, Company Certificates representing such shares are presented to the Surviving Corporation, they shall be canceled and exchanged as provided in this Article 1. As of the Effective Time, the holders of Company Certificates representing shares of Company Common Stock will shall cease to have any rights as Company Shareholdersstockholders of the Company, except such rights, if any, as they may have pursuant to the Nevada ActDGCL or this Agreement. Except as provided above, until such Company Certificates are surrendered for exchange, each such Company Certificate willshall, after the Effective Time, represent for all purposes only the right to receive a certificate or certificates representing evidencing the number of whole shares of Parent Common Stock into which the shares of Company Common Stock shall have been converted pursuant to the Merger as provided in Section 1.4(a1.3(a) hereof, the right to receive the cash value of any fraction of a share of Parent Common Stock as provided in Section 1.5(f) hereof and the right to receive any dividends or distributions as provided in Section 1.5(c). (df) No fractional shares of Parent Common Stock will and no certificates or scrip therefor, or other evidence of ownership thereof, shall be issued upon in connection with the surrender for exchange of Company Certificates; Merger, no dividend or other distribution of Parent will shall relate to any fractional share; , and such fractional share will interests shall not entitle the owner thereof to vote or to any rights of a shareholder of Parent. All fractional shares of Parent Common Stock to which a holder of Company Common Stock immediately prior to the Effective Time would otherwise be entitled, at the Effective Time, will shall be aggregated if and to the extent multiple Company Certificates of such holder are submitted together to Parentthe Exchange Agent. If a fractional share results from such aggregation, then (in lieu of such fractional share will be rounded up share) the Exchange Agent shall pay to the nearest whole share and each holder of shares of Company Common Stock interests who otherwise would be entitled to receive such fractional share of Parent Common Stock an amount of cash (without interest) determined by multiplying (i) the Parent Average Stock Price for the Determination Period, by (ii) the fractional share of Parent Common Stock to which such holder would otherwise be entitled. Parent will receive one whole share make available to the Exchange Agent any cash necessary for this purpose. (g) In the event any Company Certificates shall have been lost, stolen, or destroyed, the Exchange Agent shall issue in lieu respect of such lost, stolen, or destroyed Company Certificates, upon the making of an affidavit of that fact by the holder thereof, such shares of Parent Common Stock, cash for fractional shareshares, if any, and dividends or other distributions, if any, as applicablemay be required pursuant to this Article 1; provided, however, that Parent may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen, or destroyed Company Certificate 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 Exchange Agent with respect to such Company Certificate alleged to have been lost, stolen, or destroyed. (h) The parties hereto acknowledge that each certificate representing a share of Parent Common Stock issued pursuant to this Article 1 will, pursuant to the Rights Agreement dated as of June 27, 1991, between Parent and Norwest Bank Minnesota, N.A. (the "Parent Rights Plan"), also represent the number of Parent preferred share purchase rights associated with one share of Parent Common Stock at the Effective Time.

Exchange of Company Common Stock. (a) At Prior to the ClosingClosing Date, Nexstar shall appoint an agent reasonably acceptable to the Company will cause (the delivery “Exchange Agent”) to act as paying and exchange agent, including for purposes of all Company Shareholders exchanging certificates representing Company Common Stock all of which are outstanding immediately prior to (the Effective Time to Parent (“Company Certificates”) (or affidavits of loss in lieu thereof) or Company Common Stock held in book-entry form (the “Company Book-Entry Securities”) for the Company Merger Consideration. Prior to the Effective Time, Nexstar shall deposit or cause to be deposited, with the Exchange Agent, for the benefit of the holders of Company Certificates and Company Book-Entry Securities, (i) shares of Nexstar Class A Common Stock sufficient in order for the Exchange Agent to distribute the aggregate Stock Consideration, (ii) an amount of cash sufficient in order for the Exchange Agent to distribute the aggregate Cash Consideration and (iii) unless a Pre-Closing CVR Distribution has occurred, Contingent Value Rights sufficient in order for the Exchange Agent to distribute the aggregate CVR Consideration. In addition, Nexstar shall deposit with the Exchange Agent, as necessary from time to time after the Effective Time, any dividends or other distributions payable pursuant to Section 2.3(g) and cash in lieu of any fractional shares payable pursuant to Section 2.3(e). The shares of Nexstar Class A Common Stock and cash deposited with the Exchange Agent for the benefit of the holders of Company Common Stock are collectively referred to herein as the “Company Exchange Fund”. In connection with the foregoing, together Nexstar shall enter into an Exchange Agent Agreement with appropriate assignments signed by such holdersthe Exchange Agent, in exchange for a form reasonably acceptable to the number of whole shares of Parent Common Stock into which such interests have been converted as provided Company, setting forth the procedures to be used in accomplishing the deliveries and other actions contemplated by this Section 1.4(a), and Company Certificates so surrendered will be canceled2.3. (b) Promptly after the Closing Date, Nexstar shall cause the Exchange Agent to mail to each holder of record of Company Common Stock a letter of transmittal in a form prepared by Nexstar and reasonably acceptable to the Company (a “Company Letter of Transmittal”) (which shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery of the Company Certificates (or affidavits of loss in lieu thereof) or transfer of the Company Book-Entry Securities to the Exchange Agent and which shall otherwise be in customary form and shall include customary provisions with respect to delivery of an “agent’s message” regarding the book-entry transfer of Company Book-Entry Securities) and instructions for use in effecting the surrender of Company Certificates (or affidavits of loss in lieu thereof) or Company Book-Entry Securities in exchange for the Company Merger Consideration. (c) Each holder of shares of Company Common Stock that have been converted into the right to receive the Company Merger Consideration shall be entitled to receive, upon (i) surrender to the Exchange Agent of a Company Certificate (or affidavit of loss in lieu thereof), together with a properly completed Company Letter of Transmittal, or (ii) receipt of an “agent’s message” by the Exchange Agent (or such other evidence, if any, of transfer as the Exchange Agent may reasonably request) in the case of book-entry transfer of Company Book-Entry Securities, the Company Merger Consideration in respect of the Company Common Stock represented by a Company Certificate (or affidavit of loss in lieu thereof) or Company Book-Entry Security. The shares of Nexstar Class A Common Stock constituting part of the Company Merger Consideration shall be in uncertificated book-entry form, unless a physical certificate is requested by a holder of Company Common Stock or is otherwise required under applicable Law. The Contingent Value Rights constituting part of the Company Merger Consideration (if applicable) shall be in uncertificated book-entry form. The Exchange Agent shall accept such Company Certificates (or affidavits of loss in lieu thereof) or Company Book-Entry Securities upon compliance with such reasonable terms and conditions as the Exchange Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. If any Company Merger Consideration is to be paid to a Person other than the Person in whose name the applicable Company Common Stock surrendered in exchange therefor is registered, it shall be a condition to such exchange that (i) either such Company Certificate shall be properly endorsed or such Company Certificate (or affidavit of loss in lieu thereof) shall otherwise be in proper form for the transfer or such Company Book-Entry Security shall be properly transferred, and (ii) the Person requesting such exchange shall pay to Nexstar any transfer Taxes or other Taxes required by reason of the payment of such consideration to a Person other than that of the registered holder of the Company Certificate (or Company Common Stock specified in an affidavit of loss in lieu thereof) and/or Company Book-Entry Security so surrendered, or such Person shall establish to the reasonable satisfaction of the Exchange Agent that such Tax has been paid or is not applicable. (d) All shares of Parent Company Common Stock issued converted pursuant to Section 2.1, when so converted, shall no longer be outstanding and shall automatically be canceled and shall cease to exist. From and after the Effective Time, until surrendered as contemplated by this Section 2.3, each Company Certificate and/or Company Book-Entry Security shall be deemed to represent only the right to receive upon the surrender for exchange such surrender, in each case together with a duly executed and properly completed Company Letter of Transmittal, cash, Contingent Value Rights (if applicable) and certificates or evidence of shares in book-entry form representing the Company Merger Consideration that the holder of such Company Certificate and/or Company Book-Entry Security is entitled to receive pursuant to Section 2.1(a), and any additional cash payment that such holder is entitled to receive pursuant to Section 2.3(e) and Section 2.3(g). No interest will be paid or will accrue on any such consideration. The issuance or payment of the Company Merger Consideration and the payment of any cash payment required to be made pursuant to Section 2.3(e) in respect of Company Common Stock in accordance with the terms hereof will of this Plan of Merger shall be deemed to have been issued and paid in full satisfaction of all rights pertaining to such Company Common Stock. Stock (c) As of other than the Effective Time, the holders of Company Certificates representing shares of Company Common Stock will cease right to have any rights as Company Shareholders, except such rightsreceive dividends or other distributions, if any, in accordance with Section 2.3(g)). (e) No certificates or book-entry securities representing less than one share of Nexstar Class A Common Stock shall be issued in the Merger as they may have pursuant a result of the conversion provided for in Section 2.1(a), but in lieu thereof each Company Shareholder otherwise entitled to a fractional share of Nexstar Class A Common Stock (after aggregating the Nevada Act. Except as provided above, until total number of shares of Nexstar Class A Common Stock that such Company Certificates are surrendered for exchange, each such Company Certificate will, after the Effective Time, represent for all purposes only Shareholder has the right to receive certificates representing the number of whole shares of Parent Common Stock into which Company Common Stock shall have been converted pursuant to Section 2.1(a)) shall be entitled to receive from Nexstar, in accordance with the Merger as provided provisions of this Section 2.3(e), a cash payment in Section 1.4(a). (d) No lieu of such fractional shares of Parent Common Stock will be issued upon equal to (i) the surrender for exchange of Company Certificates; no dividend or other distribution of Parent will relate to any fractional share; and such fractional share will not entitle the owner thereof to vote or to any rights fraction of a shareholder share of Parent. All fractional shares of Parent Nexstar Class A Common Stock to which a holder of such Company Common Stock immediately prior to the Effective Time Shareholder would otherwise be entitled, at multiplied by (ii) the average daily volume weighted average price of a share of Nexstar Class A Common Stock on the NASDAQ over the five (5) consecutive trading days immediately prior to the Closing Date. The parties acknowledge that payment of the cash consideration in lieu of issuing fractional shares was not separately bargained-for consideration but merely represents a mechanical rounding off for purposes of avoiding the expense and inconvenience to Nexstar that would otherwise be caused by the issuance of fractional shares. (f) After the Effective Time, will there shall be aggregated if and to no further transfer on the extent multiple records of the Company Certificates of such holder are submitted together to Parent. If a fractional share results from such aggregation, then such fractional share will be rounded up to the nearest whole share and each holder of shares of Company Common Stock interests who otherwise would be entitled which has been converted, pursuant to this Plan of Merger, into the right to receive such fractional share the consideration set forth herein, and if any Company Certificates (or affidavits of Parent Common Stock will receive one whole share loss in lieu thereof) and/or Company Book-Entry Securities, together with a duly executed and properly completed Company Letter of Transmittal, are presented to the Exchange Agent, Nexstar or the Surviving Corporation for transfer they shall be cancelled and exchanged, without interest, for the Company Merger Consideration as provided in Section 2.1(a) (together with any cash in lieu of fractional shares pursuant to Section 2.3(e)). (g) No dividends or other distributions with respect to the shares of Nexstar Class A Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Company Common Stock with respect to the shares of Nexstar Class A Common Stock issuable hereunder, and all such dividends and other distributions shall be paid by Nexstar to the Exchange Agent and shall be included in the Company Exchange Fund, in each case until the surrender of such Company Certificate (or affidavit of loss in lieu thereof) or Company Book-Entry Security in accordance with this Plan of Merger. Subject to applicable Laws, following surrender of any such Company Certificate or Company Book-Entry Security (or affidavit of loss in lieu thereof) there shall be paid to the holder thereof, without interest, (i) the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such shares of Nexstar Class A Common Stock to which such holder is entitled pursuant to this Plan of Merger and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time but prior to such surrender and with a payment date subsequent to such surrender payable with respect to such shares of Nexstar Class A Common Stock. No distributions with respect to Contingent Value Rights issuable as CVR Consideration hereunder with a payment date after the Effective Time shall be paid to the holder of any unsurrendered Company Common Stock, and all such distributions instead shall be paid by Nexstar to the Exchange Agent and shall be included in the Company Exchange Fund, in each case, until the surrender of such Company Certificate (or affidavit of loss in lieu thereof) or Company Book-Entry Security in accordance with this Plan of Merger. Subject to applicable Laws, following surrender of any such Company Certificate or Company Book-Entry Security (or affidavit of loss in lieu thereof) there shall be paid to the holder thereof, without interest, the amount of such distributions theretofore paid with respect to such Contingent Value Rights issuable as CVR Consideration to which such holder is entitled pursuant to this Plan of Merger and the CVR Agreement. (h) None of Nexstar, Merger Sub, or the Company shall be liable to any Person in respect of any shares of Nexstar Class A Common Stock or Contingent Value Rights (or dividends or distributions with respect thereto) for any amount required to be delivered to a public official pursuant to any applicable abandoned property, escheat or similar Laws. (i) If any Company Certificate shall have been lost, stolen or destroyed, upon such Person’s (i) making of an affidavit of that fact claiming such certificate to be lost, stolen or destroyed, (ii) delivery for the benefit of Nexstar of a bond of indemnity in an amount and upon terms reasonably satisfactory to the Exchange Agent, and (iii) execution and delivery of a Company Letter of Transmittal, Nexstar will pay, in exchange for such lost, stolen or destroyed certificate, the amount and type of consideration to be paid in respect of each share of Company Common Stock represented by such certificate in accordance with the terms of this Plan of Merger. (j) Any portion of the Company Exchange Fund that remains unclaimed by the holders of Company Common Stock twelve (12) months after the Closing Date shall be returned to Nexstar, upon demand, and any such holder who has not exchanged Company Common Stock for the Company Merger Consideration in accordance with this Section 2.3 prior to that time shall thereafter look only to Nexstar for payment of the Company Merger Consideration, and any dividends and distributions with respect thereto pursuant to Section 2.3(g) and any cash in lieu of fractional shareshares pursuant to Section 2.3(e), as applicablein respect of such shares without any interest thereon.

Exchange of Company Common Stock. (a) At Promptly after the ClosingEffective Time, Company will Parent shall cause Parent's stock transfer agent or such other person as Parent may appoint to act as exchange agent (the delivery "Exchange Agent") to mail to each holder of all Company Shareholders Company Common Stock all record (other than Parent, Merger Subsidiary, or any other subsidiary of which are outstanding Parent or the Company) of a certificate or certificates that immediately prior to the Effective Time to Parent represented outstanding shares of Company Common Stock (“"Company Certificates”)") a form letter of transmittal (which shall specify that delivery shall be effective, and risk of loss and title to the Company Certificate(s) shall pass, only upon delivery of the Company Certificate(s) to the Exchange Agent) and instructions for such holder's use in effecting the surrender of the Company Certificates in exchange for certificates representing shares of Parent Common Stock. (b) As soon as practicable after the Effective Time, the Exchange Agent shall distribute to holders of shares of Company Common Stock, upon surrender to the Exchange Agent of one or more Company Certificates for cancellation, together with appropriate assignments signed by such holdersa duly-executed letter of transmittal, in exchange for (i) one or more Parent certificates representing the number of whole shares of Parent Common Stock into which such interests the shares represented by the Company Certificate(s) shall have been converted as provided in pursuant to Section 1.4(a1.3(a), and (ii) a bank check in the amount of cash into which the shares represented by the Company Certificates Certificate(s) shall have been converted pursuant to Section 1.5(f) (relating to fractional shares), and the Company Certificate(s) so surrendered will shall be canceledcancelled. In the event of a transfer of ownership of Company Common Stock that is not registered in the transfer records of the Company, it shall be a condition to the issuance of shares of Parent Common Stock that the Company Certificate(s) so surrendered shall be properly endorsed or be otherwise in proper form for transfer and that such transferee shall (i) pay to the Exchange Agent any transfer or other taxes required, or (ii) establish to the satisfaction of the Exchange Agent that such tax has been paid or is not payable. (bc) Holders of Company Common Stock will be entitled to any dividends or other distributions pertaining to the Parent Common Stock received in exchange therefor that become payable to persons who are holders of record of Parent Common Stock as of a record date on the same date as or after the Effective Time, but only after they have surrendered their Company Certificates for exchange. Subject to the effect, if any, of applicable law, the Exchange Agent shall receive, hold, and remit any such dividends or other distributions to each such record holder entitled thereto, without interest, at the time that such Company Certificates are surrendered to the Exchange Agent for exchange. Holders of Company Common Stock will not be entitled, however, to dividends or other distributions that become payable before or after the Effective Time to persons who were holders of record of Parent Common Stock as of a record date that is prior to the Effective Time. (d) All shares of Parent Common Stock issued upon the surrender for exchange of shares of Company Common Stock in accordance with the terms hereof will (including any cash paid for fractional shares pursuant to Section 1.5(f) hereof) shall be deemed to have been issued in full satisfaction of all rights pertaining to such shares of Company Common Stock. (ce) After the Effective Time, there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the shares of Company Common Stock that were outstanding immediately prior to the Effective Time. If, after the Effective Time, Company Certificates representing such shares are presented to the Surviving Corporation, they shall be cancelled and exchanged as provided in this Article 1. As of the Effective Time, the holders of Company Certificates representing shares of Company Common Stock will shall cease to have any rights as Company Shareholdersshareholders of the Company, except such rights, if any, as they may have pursuant to the Nevada ActMBCA. Except as provided above, until such Company Certificates are surrendered for exchange, each such Company Certificate willshall, after the Effective Time, represent for all purposes only the right to receive certificates representing the number of whole shares of Parent Common Stock into which the shares of Company Common Stock shall have been converted pursuant to the Merger as provided in Section 1.4(a)1.3(a) hereof and the right to receive the cash value of any fraction of a share of Parent Common Stock as provided in Section 1.5(f) hereof. (df) No fractional shares of Parent Common Stock will and no certificates or scrip therefor, or other evidence of ownership thereof, shall be issued upon the surrender for exchange of Company Certificates; , no dividend or other distribution of Parent will shall relate to any fractional share; , and such fractional share will interests shall not entitle the owner thereof to vote or to any rights of a shareholder of Parent. All fractional shares of Parent Common Stock to which a holder of Company Common Stock immediately prior to the Effective Time would otherwise be entitled, at the Effective Time, will shall be aggregated if and to the extent multiple Company Certificates of such holder are submitted together to Parentthe Exchange Agent. If a fractional share results from such aggregation, then (in lieu of such fractional share will be rounded up share) the Exchange Agent shall pay to the nearest whole share and each holder of shares of Company Common Stock interests who otherwise would be entitled to receive such fractional share of Parent Common Stock an amount of cash (without interest) determined by multiplying (i) the Parent Average Stock Price by (ii) the fractional share of Parent Common Stock to which such holder would otherwise be entitled. Parent will receive one whole share make available to the Exchange Agent any cash necessary for this purpose. (g) In the event any Company Certificates shall have been lost, stolen, or destroyed, the Exchange Agent shall issue in lieu exchange for such lost, stolen, or destroyed Company Certificates, upon the making of an affidavit of that fact by the holder thereof, such shares of Parent Common Stock and cash for fractional shares, if any, as may be required pursuant to this Article 1; provided, however, that Parent may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such fractional sharelost, stolen, or destroyed Company Certificate to deliver a bond in such sum as applicableParent may direct as indemnity against any claim that may be made against Parent or the Exchange Agent with respect to such Company Certificate alleged to have been lost, stolen, or destroyed. (h) Each person entitled to receive shares of Parent Common Stock pursuant to this Article 1 shall receive together with such shares the number of Parent preferred share purchase rights (pursuant to the Rights Agreement dated as of June 27, 1991, between Parent and Norwest Bank Minnesota, N.A., the "Parent Rights Plan") per share of Parent Common Stock equal to the number of Parent preferred share purchase rights associated with one share of Parent Common Stock at the Effective Time.

Exchange of Company Common Stock. (a) At or prior to the ClosingEffective Time, Parent shall cause Parent's stock transfer agent or such other person as Parent may appoint and is reasonably satisfactory to the Company will to act as exchange agent (the "Exchange Agent") hereunder. As promptly as practicable after the Effective Time, Parent shall cause the delivery Exchange Agent to mail to each holder of all Company Shareholders Company Common Stock all record (other than Parent, Merger Subsidiary, the Company, or any subsidiary of which are outstanding Parent or the Company) of a certificate or certificates that immediately prior to the Effective Time to Parent represented outstanding shares of Company Common Stock (“"Company Certificates”)") a form letter of transmittal (which shall specify that delivery shall be effective, and risk of loss and title to the Company Certificate(s) shall pass, only upon delivery of the Company Certificate(s) to the Exchange Agent) and instructions for such holder's use in effecting the surrender of the Company Certificates in exchange for certificates representing shares of Parent Common Stock and cash in lieu of any fractional shares. (b) As soon as practicable after the Effective Time, the Exchange Agent shall distribute to holders of shares of Company Common Stock, upon surrender to the Exchange Agent of one or more Company Certificates for cancellation, together with appropriate assignments signed by such holdersa duly-executed letter of transmittal, in exchange for (i) one or more certificates representing the number of whole shares of Parent Common Stock into which such interests the shares represented by the Company Certificate(s) shall have been converted as provided pursuant to Section 1.3(a), (ii) a bank check in the amount of cash into which the shares represented by the Company Certificate(s) shall have been converted pursuant to Section 1.4(a1.5(f) (relating to fractional shares), and (iii) any dividends or other distributions to which such holder is entitled pursuant to Section 1.5(c), and the Company Certificates Certificate(s) so surrendered will shall be canceled. In the event of a transfer of ownership of Company Common Stock that is not registered in the transfer records of the Company, it shall be a condition to the issuance of shares of Parent Common Stock that the Company Certificate(s) so surrendered shall be properly endorsed or be otherwise in proper form for transfer and that such transferee shall (i) pay to the Exchange Agent any transfer or other taxes required or (ii) establish to the satisfaction of the Exchange Agent that such tax has been paid or is not payable. (bc) Holders of Company Common Stock will be entitled to any dividends or other distributions pertaining to the Parent Common Stock received in exchange therefor that become payable to persons who are holders of record of Parent Common Stock as of a record date that follows the Effective Time, but only after they have surrendered their Company Certificates for exchange. Subject to the effect, if any, of applicable law, the Exchange Agent shall receive, hold, and remit any such dividends or other distributions to each such record holder entitled thereto, without interest, at the time that such Company Certificates are surrendered to the Exchange Agent for exchange. Holders of Company Common Stock will not be entitled, however, to dividends or other distributions that become payable before or after the Effective Time to persons who were holders of record of Parent Common Stock as of a record date that is prior to the Effective Time. (d) All shares of Parent Common Stock issued upon the surrender for exchange of shares of Company Common Stock in accordance with the terms hereof will (including any cash paid for fractional shares pursuant to Section 1.5(f) hereof) shall be deemed to have been issued in full satisfaction of all rights pertaining to such shares of Company Common Stock. (ce) After the Effective Time, there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the shares of Company Common Stock that were outstanding immediately prior to the Effective Time. If, after the Effective Time, Company Certificates representing such shares are presented to the Surviving Corporation, they shall be canceled and exchanged as provided in this Article 1. As of the Effective Time, the holders of Company Certificates representing shares of Company Common Stock will shall cease to have any rights as Company Shareholdersshareholders of the Company, except such rights, if any, as they may have pursuant to the Nevada ActIBCL or this Agreement. Except as provided above, until such Company Certificates are surrendered for exchange, each such Company Certificate willshall, after the Effective Time, represent for all purposes only the right to receive certificates representing the number of whole shares of Parent Common Stock into which the shares of Company Common Stock shall have been converted pursuant to the Merger as provided in Section 1.4(a1.3(a) hereof, the right to receive the cash value of any fraction of a share of Parent Common Stock as provided in Section 1.5(f) hereof and the right to receive any dividends or distributions as provided in Section 1.5(c). (df) No fractional shares of Parent Common Stock will and no certificates or scrip therefor, or other evidence of ownership thereof, shall be issued upon the surrender for exchange of Company Certificates; , no dividend or other distribution of Parent will shall relate to any fractional share; , and such fractional share will interests shall not entitle the owner thereof to vote or to any rights of a shareholder of Parent. All fractional shares of Parent Common Stock to which a holder of Company Common Stock immediately prior to the Effective Time would otherwise be entitled, at the Effective Time, will shall be aggregated if and to the extent multiple Company Certificates of such holder are submitted together to Parentthe Exchange Agent. If a fractional share results from such aggregation, then (in lieu of such fractional share will be rounded up share) the Exchange Agent shall pay to the nearest whole share and each holder of shares of Company Common Stock interests who otherwise would be entitled to receive such fractional share of Parent Common Stock an amount of cash (without interest) determined by multiplying (i) the Parent Average Stock Price by (ii) the fractional share of Parent Common Stock to which such holder would otherwise be entitled. Parent will receive one whole share make available to the Exchange Agent any cash necessary for this purpose. (g) In the event any Company Certificates shall have been lost, stolen, or destroyed, the Exchange Agent shall issue in lieu exchange for such lost, stolen, or destroyed Company Certificates, upon the making of an affidavit of that fact by the holder thereof, such shares of Parent Common Stock, cash for fractional shares, if any, and dividends or other distributions, if any, as may be required pursuant to this Article 1; provided, however, that Parent may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such fractional sharelost, stolen, or destroyed Company Certificate to deliver a bond in such sum as applicableParent may direct as indemnity against any claim that may be made against Parent or the Exchange Agent with respect to such Company Certificate alleged to have been lost, stolen, or destroyed. (h) Each person entitled to receive shares of Parent Common Stock pursuant to this Article 1 shall receive together with such shares the number of Parent preferred share purchase rights (pursuant to the Rights Agreement dated as of June 27, 1991, between Parent and Norwest Bank Minnesota, N.A., the "Parent Rights Plan") per share of Parent Common Stock equal to the number of Parent preferred share purchase rights associated with one share of Parent Common Stock at the Effective Time.

Exchange of Company Common Stock. (a) At Promptly after the ClosingEffective Time, Company will Parent shall cause Parent's stock transfer agent or such other person as Parent may appoint to act as exchange agent (the delivery "Exchange Agent") to mail to each holder of all Company Shareholders Company Common Stock all record (other than Parent, Merger Subsidiary, the Company, or any subsidiary of which are outstanding Parent or the Company) of a certificate or certificates that immediately prior to the Effective Time to Parent represented outstanding shares of Company Common Stock (“"Company Certificates”)") a form letter of transmittal (which shall specify that delivery shall be effective, and risk of loss and title to the Company Certificate(s) shall pass, only upon delivery of the Company Certificate(s) to the Exchange Agent) and instructions for such holder's use in effecting the surrender of the Company Certificates in exchange for certificates representing shares of Parent Common Stock. (b) As soon as practicable after the Effective Time, the Exchange Agent shall distribute to holders of shares of Company Common Stock, upon surrender to the Exchange Agent of one or more Company Certificates for cancellation, together with appropriate assignments signed by such holdersa duly-executed letter of transmittal, in exchange for (i) one or more Parent certificates representing the number of whole shares of Parent Common Stock into which such interests the shares represented by the Company Certificate(s) shall have been converted as provided in pursuant to Section 1.4(a1.3(a), and (ii) a bank check in the amount of cash into which the shares represented by the Company Certificates Certificate(s) shall have been converted pursuant to Section 1.5(f) (relating to fractional shares), and the Company Certificate(s) so surrendered will shall be canceledcancelled. In the event of a transfer of ownership of Company Common Stock that is not registered in the transfer records of the Company, it shall be a condition to the issuance of shares of Parent Common Stock that the Company Certificate(s) so surrendered shall be properly endorsed or be otherwise in proper form for transfer and that such transferee shall (i) pay to the Exchange Agent any transfer or other taxes required or (ii) establish to the satisfaction of the Exchange Agent that such tax has been paid or is not payable. (bc) Holders of Company Common Stock will be entitled to any dividends or other distributions pertaining to the Parent Common Stock received in exchange therefor that become payable to persons who are holders of record of Parent Common Stock as of a record date that follows the Effective Time, but only after they have surrendered their Company Certificates for exchange. Subject to the effect, if any, of applicable law, the Exchange Agent shall receive, hold, and remit any such dividends or other distributions to each such record holder entitled thereto, without interest, at the time that such Company Certificates are surrendered to the Exchange Agent for exchange. Holders of Company Common Stock will not be entitled, however, to dividends or other distributions that become payable before or after the Effective Time to persons who were holders of record of Parent Common Stock as of a record date that is prior to the Effective Time. (d) All shares of Parent Common Stock issued upon the surrender for exchange of shares of Company Common Stock in accordance with the terms hereof will (including any cash paid for fractional shares pursuant to Section 1.5(f) hereof) shall be deemed to have been issued in full satisfaction of all rights pertaining to such shares of Company Common Stock. (ce) After the Effective Time, there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the shares of Company Common Stock that were outstanding immediately prior to the Effective Time. If, after the Effective Time, Company Certificates representing such shares are presented to the Surviving Corporation, they shall be cancelled and exchanged as provided in this Article 1. As of the Effective Time, the holders of Company Certificates representing shares of Company Common Stock will shall cease to have any rights as Company Shareholdersshareholders of the Company, except such rights, if any, as they may have pursuant to the Nevada ActWBCA. Except as provided above, until such Company Certificates are surrendered for exchange, each such Company Certificate willshall, after the Effective Time, represent for all purposes only the right to receive certificates representing the number of whole shares of Parent Common Stock into which the shares of Company Common Stock shall have been converted pursuant to the Merger as provided in Section 1.4(a)1.3(a) hereof and the right to receive the cash value of any fraction of a share of Parent Common Stock as provided in Section 1.5(f) hereof. (df) No fractional shares of Parent Common Stock will and no certificates or scrip therefor, or other evidence of ownership thereof, shall be issued upon the surrender for exchange of Company Certificates; , no dividend or other distribution of Parent will shall relate to any fractional share; , and such fractional share will interests shall not entitle the owner thereof to vote or to any rights of a shareholder of Parent. All fractional shares of Parent Common Stock to which a holder of Company Common Stock immediately prior to the Effective Time would otherwise be entitled, at the Effective Time, will shall be aggregated if and to the extent multiple Company Certificates of such holder are submitted together to Parentthe Exchange Agent. If a fractional share results from such aggregation, then (in lieu of such fractional share will be rounded up share) the Exchange Agent shall pay to the nearest whole share and each holder of shares of Company Common Stock interests who otherwise would be entitled to receive such fractional share of Parent Common Stock an amount of cash (without interest) determined by multiplying (i) the Parent Average Stock Price by (ii) the fractional share of Parent Common Stock to which such holder would otherwise be entitled. Parent will receive one whole share make available to the Exchange Agent any cash necessary for this purpose. (g) In the event any Company Certificates shall have been lost, stolen, or destroyed, the Exchange Agent shall issue in lieu exchange for such lost, stolen, or destroyed Company Certificates, upon the making of an affidavit of that fact by the holder thereof, such shares of Parent Common Stock and cash for fractional shares, if any, as may be required pursuant to this Article 1; provided, however, that Parent may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such fractional sharelost, stolen, or destroyed Company Certificate to deliver a bond in such sum as applicableParent may direct as indemnity against any claim that may be made against Parent or the Exchange Agent with respect to such Company Certificate alleged to have been lost, stolen, or destroyed. (h) Each person entitled to receive shares of Parent Common Stock pursuant to this Article 1 shall receive together with such shares the number of Parent preferred share purchase rights (pursuant to the Rights Agreement dated as of June 27, 1991, between Parent and Norwest Bank Minnesota, N.A., the "Parent Rights Plan") per share of Parent Common Stock equal to the number of Parent preferred share purchase rights associated with one share of Parent Common Stock at the Effective Time.

Exchange of Company Common Stock. (a) At Prior to the ClosingEffective Time, Parent shall enter into a customary exchange agreement with a nationally recognized financial institution designated by Parent and reasonably acceptable to the Company will cause (the delivery “Exchange Agent”), and shall deposit with the Exchange Agent for the benefit of all Company Shareholders the holders of shares of Company Common Stock all of (other than (i) shares to be cancelled in accordance with Section 2.1(a), (ii) shares relating to Company Stock Options, Company RSUs and Company PSUs, which are outstanding immediately prior to be treated in accordance with Section 2.7, and (iii) subject to the Effective Time to Parent (“Company Certificates”provisions of Section 2.4, Appraisal Shares), together with appropriate assignments signed by such holders, in exchange for the full number of whole shares of Parent Common Stock into which such interests have been converted as issuable pursuant to Section 2.1. At or prior to the Effective Time, Parent shall provide or shall cause to be provided to the Exchange Agent cash in Section 1.4(a)an aggregate amount necessary to pay the cash portion of the Merger Consideration in respect of all shares of Company Common Stock outstanding immediately prior to the Effective Time, and Company Certificates so surrendered will Parent shall, after the Effective Time on the appropriate payment date, if applicable, provide or cause to be canceled. (b) All provided to the Exchange Agent any dividends or other distributions payable on such shares of Parent Common Stock issued upon the surrender for exchange of pursuant to Section 2.5(c) (such shares of Company Parent Common Stock and cash provided to the Exchange Agent, together with any dividends or other distributions with respect thereto and any amounts to be paid in cash in lieu of fractional shares in accordance with Section 2.3, are hereinafter referred to as the terms hereof “Exchange Fund”). For the purposes of such initial deposit, Parent shall assume that there will not be deemed to have been issued in full satisfaction any fractional shares of all rights pertaining to such Company Parent Common Stock. (c) As . Parent shall provide to the Exchange Agent, for addition to the Exchange Fund, from time to time as needed, cash sufficient to pay cash in lieu of fractional shares in accordance with Section 2.3. If any Appraisal Shares cease to be Appraisal Shares, Parent shall promptly make available to the Effective TimeExchange Agent, for addition to the Exchange Fund, the holders of Company Certificates representing shares of Company Common Stock will cease to have any rights as Company Shareholders, except such rights, if any, as they may have pursuant to the Nevada Act. Except as provided above, until such Company Certificates are surrendered for exchange, each such Company Certificate will, after the Effective Time, represent for all purposes only the right to receive certificates representing the full number of whole shares of Parent Common Stock issuable pursuant to Section 2.1 with respect to such former Appraisal Shares, cash in an aggregate amount necessary to pay the cash portion of the Merger Consideration and cash in lieu of fractional shares in accordance with Section 2.3 with respect to such Appraisal Shares and, if applicable, any dividends or other distributions payable in connection with the Parent Common Stock into which Company Common Stock shall such Appraisal Shares have been converted into the right to receive pursuant to Section 2.5(c), and such amounts shall become part of the Exchange Fund. The Exchange Agent shall deliver the Merger Consideration to be issued pursuant to Section 2.1 out of the Exchange Fund in accordance with the exchange agreement contemplated by this Section 2.5(a). Except as provided in Section 1.4(a2.5(h). (d, the Exchange Fund shall not be used for any other purpose. Nothing contained in this Section 2.5(a) No fractional shares and no investment losses resulting from investment of Parent Common Stock will be issued upon the surrender for exchange of Company Certificates; no dividend or other distribution of Parent will relate to any fractional share; and such fractional share will not entitle funds deposited with the owner thereof to vote or to any Exchange Agent shall diminish the rights of a shareholder of Parent. All fractional shares of Parent Common Stock to which a any holder of Company Common Stock immediately prior to the Effective Time would otherwise be entitled, at the Effective Time, will be aggregated if and to the extent multiple Company Certificates of such holder are submitted together to Parent. If a fractional share results from such aggregation, then such fractional share will be rounded up to the nearest whole share and each holder of shares of Company Common Stock interests who otherwise would be entitled to receive such fractional share of Parent Common Stock will receive one whole share in lieu of such fractional share, as applicablethe Merger Consideration.

Exchange of Company Common Stock. (a) At As soon as practicable after the Closingdate hereof, Company will cause Parent shall engage Corporate Stock Transfer, Inc., Parent’s transfer agent, or another bank or trust company reasonably satisfactory to Parent and the delivery of all Company Shareholders Company Common Stock all of which are outstanding immediately prior Company, to act as exchange agent in the Merger (the “Exchange Agent”) and shall enter into an agreement reasonably acceptable to the Effective Time Parent and the Company with the Exchange Agent relating to Parent (“Company Certificates”), together with appropriate assignments signed the services to be performed by such holders, in exchange for the number of whole shares of Parent Common Stock into which such interests have been converted as provided in Section 1.4(a), and Company Certificates so surrendered will be canceledExchange Agent. (b) All As soon as practicable after the date hereof, and not less than ten business days prior to the Closing Date, Parent shall cause the Exchange Agent to send to each Company Stockholder: (i) a letter of transmittal in customary form and containing such provisions as Parent may reasonably specify and the Company shall reasonably approve (including a provision confirming that delivery of certificates representing any shares of Company Stock (each a “Company Stock Certificate”) shall be effected, and risk of loss and title to shares of Company Stock represented by Company Stock Certificates shall pass, only upon delivery of such Company Stock Certificates to the Exchange Agent); and (ii) instructions for use in effecting the surrender of Company Stock Certificates (or delivery of an affidavit of loss as provided in clause (c) below) in exchange for certificates representing Parent Stock. Promptly after the Effective Time, upon surrender of a Company Stock Certificate (or delivery of an affidavit of loss as provided in clause (c) below) to the Exchange Agent for exchange, together with a duly executed letter of transmittal and such other documents as may be reasonably required by the Exchange Agent or Parent: (A) the holder of such Company Stock Certificate shall be entitled to receive in exchange therefor one or more certificates representing the number of shares of Parent Common Stock issued that such holder has the right to receive pursuant to Section 1.5 (or in lieu of such certificate(s), confirmation of the issuance of such Parent Stock via book entry in the books of the Exchange Agent); and (B) the Company Stock Certificate so surrendered shall be canceled. Until surrendered as contemplated by this Section 1.8(b), each Company Stock Certificate shall be deemed, from and after the Effective Time, to represent only the right to receive a portion of the Aggregate Merger Consideration as set forth in Section 1.5. In any matters relating to Company Stock Certificates, Parent and the Exchange Agent may rely conclusively upon the surrender for exchange record of shares stockholders maintained by the Company containing the names and addresses of the holders of record of Company Common Stock at the Effective Time, except to the extent such names or addresses are modified by any stockholders in accordance with their respective letters of transmittal. Parent shall not be obligated to deliver stock certificates (if any) representing Aggregate Merger Consideration to which any former holder of Company Stock is entitled until such holder delivers the terms hereof will be deemed to have been issued in full satisfaction of all rights pertaining to such Company Common Stockdocumentation required hereunder. (c) As of the Effective Time, the holders of If any Company Certificates representing shares of Company Common Stock will cease to have any rights as Company Shareholders, except such rights, if any, as they may have pursuant to the Nevada Act. Except as provided above, until such Company Certificates are surrendered for exchange, each such Company Certificate will, after the Effective Time, represent for all purposes only the right to receive certificates representing the number of whole shares of Parent Common Stock into which Company Common Stock shall have been converted pursuant lost, stolen or destroyed, Parent may, in its reasonable discretion and as a condition to the Merger issuance of any certificate representing Parent Common Stock, require the owner of such lost, stolen or destroyed Company Stock Certificate to provide an appropriate affidavit and to deliver a bond (in such sum as provided in Section 1.4(a)Parent and the Exchange Agent reasonably agree to direct) as indemnity against any claim that may be made against the Exchange Agent, Parent or the Surviving Corporation with respect to such Company Stock Certificate. (d) No fractional After the Effective Time, any holders of Company Stock Certificates who have not previously surrendered their Company Stock Certificates in accordance with this Section 1.8 shall look only to Parent, and not Exchange Agent, for, and be entitled to receive from Parent, satisfaction of their claims for Parent Stock, and any dividends or distributions with respect to such shares of Parent Common Stock will Stock. (e) Each of the Exchange Agent, Parent and the Surviving Corporation shall be issued upon the surrender for exchange of Company Certificates; no dividend entitled to deduct and withhold from any consideration payable or other distribution of Parent will relate otherwise deliverable pursuant to this Agreement to any fractional share; and such fractional share will not entitle the owner thereof to vote holder or to any rights of a shareholder of Parent. All fractional shares of Parent Common Stock to which a former holder of Company Common Stock immediately prior such amounts as may be required to the Effective Time would otherwise be entitled, at the Effective Time, will be aggregated if and to the extent multiple Company Certificates of such holder are submitted together to Parent. If a fractional share results deducted or withheld from such aggregationconsideration under the Code or any provision of state, then such fractional share will local or foreign Tax Legal Requirement or under any other applicable Legal Requirement. (f) Neither Parent nor the Surviving Corporation shall be rounded up liable to the nearest whole share and each any holder of shares or former holder of Company Common Stock interests who otherwise would be entitled or to receive such fractional share any other Person with respect to any shares of Parent Common Stock will receive one whole share in lieu of such fractional share(or dividends or distributions with respect thereto), as applicableor for any cash amounts, delivered to any public official pursuant to any applicable abandoned property Legal Requirement, escheat Legal Requirement or other similar Legal Requirement.

Exchange of Company Common Stock. (a) At the Closing, Company will cause the delivery of all Company Shareholders Company Common Stock all of which that are outstanding immediately prior to the Effective Time will be delivered to Parent (“"Company Certificates”"), together with appropriate assignments signed by such holders, in exchange for the number of whole shares of Parent Common Stock into which such interests have been converted as provided in Section 1.4(a), and Company Certificates Certificate(s) so surrendered will be canceled. (b) All shares of Parent Common Stock issued upon the surrender for exchange of shares of Company Common Stock in accordance with the terms hereof will be deemed to have been issued in full satisfaction of all rights pertaining to such Company Common Stock. (c) As of the Effective Time, the holders of Company Certificates representing shares of Company Common Stock will cease to have any rights as Company Shareholders, except such rights, if any, as they may have pursuant to the Nevada Act. Except as provided above, until such Company Certificates are surrendered for exchange, each such Company Certificate will, after the Effective Time, represent for all purposes only the right to receive certificates representing the number of whole shares of Parent Common Stock into which Company Common Stock shall have been converted pursuant to the Merger as provided in Section 1.4(a). (d) No fractional shares of Parent Common Stock will be issued upon the surrender for exchange of Company Certificates; no dividend or other distribution of Parent will relate to any fractional share; and such fractional share interests will not entitle the owner thereof to vote or to any rights of a shareholder of Parent. All fractional shares of Parent Common Stock to which a holder of Company Common Stock immediately prior to the Effective Time would otherwise be entitled, at the Effective Time, will be aggregated if and to the extent multiple Company Certificates of such holder are submitted together to Parent. If a fractional share results from such aggregation, then such fractional share will be rounded up to the nearest whole share and each holder of shares of Company Common Stock interests Interests who otherwise would be entitled to receive such fractional share of Parent Common Stock will receive one whole share in lieu of such fractional share, as applicable.

Exchange of Company Common Stock. (a) Prior to the Effective Time, Parent shall enter into a customary exchange agreement (which shall be reasonably acceptable to the Company) with a nationally recognized financial institution designated by Parent and reasonably acceptable to the Company (the “Exchange Agent”). At the Closing, Company will cause the delivery of all Company Shareholders Company Common Stock all of which are outstanding or immediately prior to the Effective Time Time, Parent shall deposit with the Exchange Agent for the benefit of the holders of shares of Company Common Stock (i) for exchange in accordance with this Article II, through the Exchange Agent, subject to Parent (“Company Certificates”Section 2.5(b)(ii), together with appropriate assignments signed by such holders, in exchange for book-entry shares (or certificates if requested) representing the full number of whole shares of Parent Common Stock into which such interests have been converted as provided issuable pursuant to Section 2.1 in Section 1.4(a)exchange for outstanding shares of Company Common Stock and (ii) cash in an aggregate amount necessary to pay the cash portion of the Merger Consideration, and Company Certificates so surrendered will Parent shall, after the Effective Time on the appropriate payment date, if applicable, provide or cause to be canceled. (b) All provided to the Exchange Agent any dividends or other distributions payable on such shares of Parent Common Stock issued upon the surrender for exchange of shares of Company Common Stock in accordance with the terms hereof will be deemed to have been issued in full satisfaction of all rights pertaining to such Company Common Stock. (c) As of the Effective Time, the holders of Company Certificates representing shares of Company Common Stock will cease to have any rights as Company Shareholders, except such rights, if any, as they may have pursuant to the Nevada Act. Except as provided above, until Section 2.5(c) (such Company Certificates are surrendered for exchange, each such Company Certificate will, after the Effective Time, represent for all purposes only the right to receive certificates representing the number of whole shares of Parent Common Stock into which Company Common Stock shall have been converted pursuant and cash provided to the Merger Exchange Agent, together with any dividends or other distributions with respect thereto, are hereinafter referred to as provided in Section 1.4(athe “Exchange Fund”). (d) No . For the purposes of such deposit, Parent shall assume that there will not be any fractional shares of Parent Common Stock will be issued upon the surrender for exchange of Company Certificates; no dividend or other distribution of Parent will relate to any fractional share; and such fractional share will not entitle the owner thereof to vote or to any rights of a shareholder of ParentStock. All fractional shares of Parent Common Stock to which a holder of Company Common Stock immediately prior to the Effective Time would otherwise be entitledThe Exchange Agent shall, at as soon as practicable following the Effective Time, will be aggregated if (x) calculate the aggregate number of Excess Shares in accordance with Section 2.3 and (y) sell such Excess Shares on the NYSE, through one or more member firms of the NYSE, in round lots to the extent multiple Company Certificates practicable. The Exchange Agent shall pay all commissions, transfer Taxes and other out-of-pocket transaction costs incurred in connection with such sale(s) of Excess Shares out of the proceeds of such holder are submitted together sale(s) and shall deposit the net proceeds of such sale(s) in the Exchange Fund to Parent. If a fractional share results from such aggregation, then such fractional share will be rounded up distributed to the nearest whole share and each holder of shares of Company Common Stock interests who otherwise would be applicable holders entitled to receive such fractional share of Parent Common Stock will receive one whole share cash in lieu of such fractional shareshares in accordance with Section 2.3. Except as provided in Section 2.5(h), as applicablethe Exchange Fund shall not be used for any other purpose.

Exchange of Company Common Stock. (a) At the Closing, Company and Company Shareholders will cause the delivery of all Company Shareholders Shareholders’ Company Common Stock Stock, constituting all of which are Company outstanding Company Common Stock, immediately prior to the Effective Time Time, to Parent (“Company CertificatesShareholders’ Company Certificate”), together with appropriate assignments signed by such holdersholder, in exchange for the number of whole shares of Parent Common Stock into which such interests have been converted as provided in Section 1.4(a), and Company Certificates so surrendered will be canceledMerger Consideration. (b) At the Closing, the Parent Supervoting Series “C” Preferred Shareholders, owning a total of 100,000 “C” shares in the aggregate, will cause the delivery of share certificates representing initially 50% of all issued and outstanding shares of Parent Preferred Stock together with a medallion guaranteed or notarized stock power signed by such holder to be transferred to the Company Shareholders according to the terms of this Agreement satisfied and acceptable to the Preferred Shareholders on a reasonable basis. The balance, or the remaining 50% of all issued and outstanding shares of Parent Preferred Stock together with a medallion guaranteed or notarized stock power signed by such holder to be transferred to the Company Shareholders according to the terms of this Agreement shall occur when all conditions relevant to the delivery of audited financials of the Company to the Parent have been satisfied and acceptable to Preferred Shareholders. At the Closing and prior to the effective date, Xxxxxx Xxxxxxxxx, Xxxxxx Xxxxxxxx and Xxxxxxx Xxxxx will be given proxy and power of attorney over all business affairs of Parent shares and ownership held in Boomerang Oil, Inc, it majority-owned subsidiary. (c) All shares of Parent Common Stock issued upon the surrender for exchange of shares of Company Common Stock in accordance with the terms hereof will be deemed to have been issued in full satisfaction of all rights pertaining to such Company Common Stock. (cd) [removed] (e) As of the Effective Time, the holders holder of Company Certificates Shareholders’ Company Certificate representing shares of Company Common Stock will cease to have any rights as a Company Shareholders, except such rights, if any, as they it may have pursuant to the Nevada ActNRS. Except as provided above, until such Company Certificates are Shareholders’ Company Certificate is surrendered for exchange, each such Company Certificate will, after the Effective Time, represent for all purposes only the right to receive certificates representing the number of whole shares of Parent Common Stock and Parent Preferred Stock into which Company Common Stock shall have been converted pursuant to the Merger as provided in Section 1.4(a). (df) No fractional shares of Parent Common Stock will be issued upon the surrender for exchange of Company Certificates; no dividend or other distribution of Parent will relate to any fractional share; and such fractional share will not entitle the owner holder thereof to vote or to any rights of a shareholder of Parent. All fractional shares of Parent Common Stock to which a holder of Company Common Stock immediately prior to the Effective Time would otherwise be entitled, at the Effective Time, will be aggregated if and to the extent multiple Company Certificates of such holder are submitted together to Parent. If a fractional share results from such aggregation, then such fractional share will be rounded up to the nearest whole share and each holder of shares of Company Common Stock interests who otherwise would be entitled to receive such fractional share of Parent Common Stock will receive one whole share in lieu of such fractional share, as applicable.

Exchange of Company Common Stock. (a) At Promptly following the ClosingEffective Time, Company will Parent shall deposit, or cause to be deposited, with the delivery Exchange Agent the Per Share Stock Consideration (as defined in Section 2.3(a)(i)) multiplied by the number of all Company Shareholders shares of Company Common Stock all of which are issued and outstanding immediately prior to the Effective Time to Parent (except for Dissenting Shares and those shares described in Section 2.3(b)) (the “Company CertificatesAggregate Stock Consideration”), together less the applicable portion of Escrow Shares and the Reimbursement Amount (the “Closing Consideration”). Parent further agrees to deposit, or cause to be deposited, with appropriate assignments signed by such holdersthe Exchange Agent, in exchange for the number of whole cash amounts or shares of Parent Common Stock into which such interests have been converted for distribution to the Company Stockholders, subject to the occurrence of certain events, as provided described in the CVR Agreement. For the purposes of this Agreement, any cash or stock certificates deposited with the Exchange Agent pursuant to this Section 2.5 will constitute the “Exchange Fund”. In addition to the foregoing, promptly following the Effective Time, Parent shall deposit, or cause to be deposited, with the Escrow Agent (i) certificates representing ten percent (10%) of the Aggregate Stock Consideration (the “Escrow Shares”) and (ii) certificate(s) representing 100,000 shares of the Aggregate Stock Consideration (the “Reimbursement Amount”), each as further described in Section 1.4(a)2.8 hereof, and Company Certificates so surrendered will be canceledpursuant to the terms and conditions of the Escrow Agreement. (b) All Prior to the Effective Time, Parent shall designate [ ] or another bank, trust company or other person to act as the depository and Exchange Agent for the delivery of the Merger Consideration in exchange for Company Common Stock in connection with the Merger (the “Exchange Agent”). The Surviving Corporation or Parent shall bear and pay all charges and expenses owed to the Exchange Agent in connection with the exchange of the Company Common Stock, excluding any amounts the Company Stockholders may owe to the Exchange Agent. (c) Promptly following the Effective Time, and in any case within three (3) Business Days after the Effective Time, the Parent or Surviving Corporation shall cause the Exchange Agent to mail to each holder of record of a certificate or certificates, which immediately prior to the Effective Time represented outstanding shares of Parent Company Common Stock issued (other than Dissenting Shares) (the “Certificates”) whose shares were converted into the right to receive the Merger Consideration as set forth herein: (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and which shall be in the form and have such other provisions as Parent and the Exchange Agent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for exchange the Merger Consideration into which the number of shares of Company Common Stock previously represented by such Certificate shall have been converted into the right to receive, payable at the times provided for herein, pursuant to this Agreement. (d) Upon surrender of a Certificate for cancellation to the Exchange Agent, together with a letter of transmittal duly completed and validly executed in accordance with the instructions thereto, and such other documents as may reasonably be required by the Exchange Agent pursuant to such instructions, the Certificate so surrendered shall be forthwith cancelled, and, with respect to each share represented thereby, the holder of such Certificate shall be entitled to receive in exchange therefor the Closing Consideration payable with respect to such share of Company Common Stock formerly represented by such Certificate, to be distributed by the Exchange Agent as soon as practicable after the Effective Time. The Exchange Agent shall accept such Certificates upon compliance with such reasonable terms hereof and conditions as the Exchange Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. In the event of a transfer of ownership of Company Common Stock that is not registered in the transfer records of the Company, it shall be a condition to the issuance of Merger Consideration that the Certificate(s) so surrendered shall be properly endorsed or be otherwise in proper form for transfer and that such transferee shall (i) pay to the Exchange Agent any transfer or other taxes required or (ii) establish to the satisfaction of the Exchange Agent that such tax has been paid or is not payable. Any portion of the Exchange Fund which remains undistributed twelve (12) months after the Exchange Agent’s receipt thereof, shall be delivered to the Surviving Corporation and the Surviving Corporation will be deemed responsible for paying any such undistributed consideration to have been issued in full satisfaction of all rights pertaining Company Stockholders that are entitled to such Company Common Stockconsideration upon demand after such date. (ce) After the Effective Time, there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the shares of Company Common Stock that were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates representing such shares are presented to the Surviving Corporation, they shall be cancelled and exchanged as provided in this Article 2. As of the Effective Time, the holders of Company Certificates representing shares of Company Common Stock will shall cease to have any rights as Company ShareholdersStockholders of the Company, except such rights, if any, as they may have pursuant to the Nevada ActDGCL or this Agreement. Except as provided above, until such Company Certificates are surrendered for exchange, each such Company Certificate willshall, after the Effective Time, represent for all purposes only the right to receive Merger Consideration. (f) In the event any Certificates shall have been lost, stolen, or destroyed, the Exchange Agent or the Surviving Corporation shall distribute in respect of such lost, stolen, or destroyed Certificates, upon the making of an affidavit of that fact by the holder thereof, such Merger Consideration as may be required with respect to such Certificates pursuant to this Article 2; provided, however, that Parent may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen, or destroyed Certificate 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 Exchange Agent with respect to such Certificate alleged to have been lost, stolen, or destroyed. (g) No dividends or other distributions declared or made after the Effective Time with respect to Parent Common Stock, with a record date after the Effective Time, shall be paid to the holder of any unsurrendered Certificate, and no cash payment in lieu of fractional shares shall be paid to any such holder pursuant to Section 2.5(h), unless and until the holder of such Certificate shall surrender such Certificate in accordance with Section 2.5(c) (or shall otherwise be entitled to payment pursuant to Section 2.5(d)). Subject to applicable Laws, following surrender of any such Certificate, there shall be paid to the holder of the certificates representing the number of whole shares of Parent Common Stock into which Company issued in exchange therefor, without interest, (i) the amount of any cash payable with respect to a fractional share of Parent Common Stock shall have been converted to which such holder is entitled pursuant to Section 2.5(h) and the Merger as provided in Section 1.4(a)amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of Parent Common Stock and (ii) at the appropriate payment date, the amount of dividends or other distributions, with a record date after the Effective Time but prior to surrender and a payment date occurring after surrender, payable with respect to such whole shares of Parent Common Stock. (dh) No certificates representing fractional shares of Parent Common Stock will Stock, or book-entry credit of the same, shall be issued upon the surrender for exchange of Company Certificates; , no dividend or other distribution of with respect to Parent will relate Common Stock shall be payable on or with respect to any fractional share; share and such fractional share will interests shall not entitle the owner thereof to vote or to any rights of a shareholder stockholder of Parent. All For purposes of this Section 2.5(h), all fractional shares of Parent Common Stock to which a holder of Company Common Stock immediately prior to the Effective Time would otherwise be entitled, at the Effective Time, will be aggregated if and to the extent multiple Company Certificates of such holder are submitted together to Parent. If a fractional share results from such aggregation, then such fractional share will be rounded up to the nearest whole share and each single holder of shares of Company Common Stock interests who otherwise would be entitled shall be aggregated and calculations shall be rounded to receive the fourth decimal point. In lieu of any such fractional share of Parent Common Stock, each holder of Company Common Stock otherwise entitled to a fraction of a share of Parent Common Stock will be entitled to receive one whole share from the Exchange Agent a cash payment in lieu an amount, rounded to the nearest cent, equal to the product of (i) such fractional sharepart of a share of Parent Common Stock multiplied by (ii) an amount equal to the last closing sale price for Parent Common Stock on NASDAQ, as applicablereported in The Wall Street Journal, on the last Business Day immediately preceding the Effective Time (the “Parent Share Cash Value”).

Exchange of Company Common Stock. (a) At the Closing, the Company will cause the delivery arrange for each holder of all Company Shareholders record (a "Shareholder") of Company Common Stock all of which are outstanding immediately prior to the Effective Time to deliver to the Parent appropriate evidence of such holder's Company Common Stock (“"Company Certificates”"), together with an appropriate assignments assignment signed by such holders, in exchange for the number of whole shares of Parent Common Stock into which such interests have been converted as provided in Section 1.4(a), and the Company Certificates Certificate(s) so surrendered will be canceled. (b) All shares of Parent Common Stock issued upon the surrender for exchange of shares of Company Common Stock in accordance with the terms hereof will be deemed to have been issued in full satisfaction of all rights pertaining to such Company Common Stock. (c) As of the Effective Time, the holders of Company Certificates representing shares of Company Common Stock will cease to have any rights as Company ShareholdersShareholders of the Company, except such rights, if any, as they may have pursuant to the Nevada Act. Except as provided above, until such Company Certificates are surrendered for exchange, each such Company Certificate will, after the Effective Time, represent for all purposes only the right to receive certificates representing the number of whole shares of Parent Common Stock into which Company Common Stock shall have been converted pursuant to the Merger as provided in Section 1.4(a). (d) No fractional shares of Parent Common Stock will be issued upon the surrender for exchange of Company Certificates; no dividend or other distribution of Parent will relate to any fractional share; and such fractional share interests will not entitle the owner thereof to vote or to any rights of a shareholder of Parent. All fractional shares of Parent Common Stock to which a holder of Company Common Stock immediately prior to the Effective Time would otherwise be entitled, at the Effective Time, will be aggregated if and to the extent multiple Company Certificates of such holder are submitted together to Parent. If a fractional share results from such aggregation, then such fractional share will be rounded up to the nearest whole share and each holder of shares of Company Common Stock interests Interests who otherwise would be entitled to receive such fractional share of Parent Common Stock will receive one whole share in lieu of such fractional share. (e) Immediately prior to Closing, as applicableParent will have outstanding no more than 725,000 shares of Parent Common Stock outstanding. Immediately after the Closing, there will be 19,900,000 shares of the Parent issued and outstanding not including any shares issued in connection with the Company’s convertible securities.

Exchange of Company Common Stock. (a) At the Closing, the Company will cause the delivery arrange for each holder of all Company Shareholders Company Common Stock all record of which are outstanding a certificate or certificates that immediately prior to the Effective Time represented outstanding shares of Company Common Stock ("COMPANY CERTIFICATES") to deliver to the Parent (“such holder's Company Certificates”), together with appropriate assignments stock powers signed by such holders, in exchange for the number amount of whole shares of Parent Common Cash Consideration (other than the portion attributable to the Retained Consideration) and Stock Consideration into which such interests shares have been converted as provided in Section 1.4(a), ) and the Company Certificates Certificate(s) so surrendered will be canceled. (b) All After the expiration of the Escrow Period, each holder of record of Company Certificates surrendered pursuant to Section 1.6(a) will receive, without further action by such holder, in addition to the Merger Consideration received pursuant to Section 1.6(a), the proportion of the Retained Consideration to which they otherwise would have been entitled pursuant to Section 1.6(a), less any portion used to offset any indemnification claims of the Parent. (c) The Cash Consideration paid plus all shares of Parent Common Stock issued upon the surrender for exchange of shares of Company Common Stock in accordance with the terms hereof (including any cash paid for fractional shares pursuant to Section 1.8(e) hereof) will be deemed to have been issued in full satisfaction of all rights pertaining to such shares of Company Common Stock. (cd) As of the Effective Time, the holders of Company Certificates representing shares of Company Common Stock will cease to have any rights as Company Shareholdersshareholders of the Company, except such rights, if any, as they may have pursuant to the Nevada ActCalifornia Code. Except as provided above, until such Company Certificates are surrendered for exchange, each such Company Certificate will, after the Effective Time, represent for all purposes only the right to receive certificates representing the amount of cash and the number of whole shares of Parent Common Stock into which the shares of Company Common Stock shall have been converted pursuant to the Merger as provided in Section 1.4(a)) hereof and the right to receive the cash value of any fraction of a share of Parent Common Stock as provided in Section 1.8(e) hereof. (de) No fractional shares of Parent Common Stock will be issued upon the surrender for exchange of Company Certificates; , no dividend or other distribution of Parent will relate to any fractional share; , and such fractional share interests will not entitle the owner thereof to vote or to any rights of a shareholder of Parent. All fractional shares of Parent Common Stock to which a holder of Company Common Stock immediately prior to the Effective Time would otherwise be entitled, at the Effective Time, will be aggregated if and to the extent multiple Company Certificates of such holder are submitted together to Parent. If a fractional share results from such aggregation, then (in lieu of such fractional share share) Parent will be rounded up pay to the nearest whole share and each holder of shares of Company Common Stock interests who otherwise would be entitled to receive such fractional share of Parent Common Stock will receive one whole share in lieu an amount of cash (without interest) equal to the value of such fractional share, as applicablefraction of a share based on the value per share of $4.00.

Exchange of Company Common Stock. (a) At the Closing, the Company will cause the delivery arrange for each holder of all Company Shareholders Company Common Stock all record (a "SHAREHOLDER") of which are outstanding a certificate or certificates that immediately prior to the Effective Time represented outstanding shares of Company Common Stock ("COMPANY CERTIFICATES") to deliver to the Parent (“such holder's Company Certificates”), together with appropriate assignments stock powers signed by such holders, in exchange for the number of whole shares of Parent Common Stock into which such interests shares have been converted as provided in Section 1.4(a)) other than the portion attributable to the Retained Consideration, and the Company Certificates Certificate(s) so surrendered will be canceled. (b) Upon achievement of each Milestone, each holder of record of Company Certificates surrendered pursuant to Section 1.6(a) will be entitled to receive, in addition to the Merger Consideration received pursuant to Section 1.6(a), the proportion of the Retained Consideration to which they otherwise would have been entitled pursuant to Section 1.6(a) as if such Milestone has been achieved as of the Closing Date. (c) All shares of Parent Common Stock issued upon the surrender for exchange of shares of Company Common Stock in accordance with the terms hereof (including any cash paid for fractional shares pursuant to Section 1.6(e) hereof) will be deemed to have been issued in full satisfaction of all rights pertaining to such shares of Company Common Stock. (cd) As of the Effective Time, the holders of Company Certificates representing shares of Company Common Stock will cease to have any rights as Company Shareholdersshareholders of the Company, except such rights, if any, as they may have pursuant to the Nevada ActOGCA. Except as provided above, until such Company Certificates are surrendered for exchange, each such Company Certificate will, after the Effective Time, represent for all purposes only the right to receive certificates representing the number of whole shares of Parent Common Stock into which the shares of Company Common Stock shall have been converted pursuant to the Merger as provided in Section 1.4(a)) hereof (subject to the Parent's right of set-off against the Retained Consideration) and the right to receive the cash value of any fraction of a share of Parent Common Stock as provided in Section 1.6(e) hereof. (de) No fractional shares of Parent Common Stock will be issued upon the surrender for exchange of Company Certificates; , no dividend or other distribution of Parent will relate to any fractional share; , and such fractional share interests will not entitle the owner thereof to vote or to any rights of a shareholder of Parent. All fractional shares of Parent Common Stock to which a holder of Company Common Stock immediately prior to the Effective Time would otherwise be entitled, at the Effective Time, will be aggregated if and to the extent multiple Company Certificates of such holder are submitted together to Parent. If a fractional share results from such aggregation, then such fractional share will be rounded up to the nearest whole share and each holder of shares of Company Common Stock interests who otherwise would be entitled to receive such fractional share of Parent Common Stock will receive one whole share in lieu of such fractional share, as applicable.