Common use of Exchange Procedures in Absence of Effective Election Forms Submitted by Effective Deadline Clause in Contracts

Exchange Procedures in Absence of Effective Election Forms Submitted by Effective Deadline. As soon as reasonably practicable after the Effective Time (and in any case no later than two (2) Business Days thereafter), HNC shall cause the Exchange Agent to mail to each record holder of East Penn Financial Common Stock immediately prior to the Effective Time who has not surrendered East Penn Financial Certificates representing all of the shares of East Penn Financial Common Stock owned by such holder in accordance with Section 2.4(c)(ii), a letter of transmittal which shall specify that delivery of the East Penn Financial Certificates shall be effected, and risk of loss and title to the East Penn Financial Certificates shall pass, only upon delivery of the East Penn Financial Certificates to the Exchange Agent, and which letter shall be in customary form and have such other provisions as HNC may reasonably specify and instructions for effecting the surrender of such East Penn Financial Certificates in exchange for the Cash Consideration and/or the Stock Consideration, as the case may be. Upon surrender of an East Penn Financial Certificate to the Exchange Agent together with such letter of transmittal, duly executed and completed in accordance with the instructions thereto, and such other documents as may reasonably be required by the Exchange Agent, the holder of such East Penn Financial Certificate shall be entitled to receive within two (2) Business Days thereafter and in exchange therefor (i) a certificate representing, in the aggregate, the whole number of shares of HNC Common Stock that such holder has the right to receive pursuant to this Article II and/or (ii) a check in the amount equal to the cash that such holder has the right to receive pursuant to this Article II. No interest will be paid or will accrue on any cash payment pursuant to this Section.

Exchange Procedures in Absence of Effective Election Forms Submitted by Effective Deadline. As soon as reasonably practicable after the Effective Time Date (and in any case no later than two ten (210) Business Days thereafter), HNC NPB shall cause the Exchange Agent to mail to each record holder of East Penn Financial PFI Common Stock immediately prior to the Effective Time Date who has not surrendered East Penn Financial PFI Certificates representing all of the shares of East Penn Financial PFI Common Stock owned by such holder in accordance with pursuant to Section 2.4(c)(ii2.02(b), a letter of transmittal which shall specify that delivery of the East Penn Financial PFI Certificates shall be effected, and risk of loss and title to the East Penn Financial PFI Certificates shall pass, only upon delivery of the East Penn Financial PFI Certificates to the Exchange Agent, and which letter shall be in customary form and have such other provisions as HNC NPB may reasonably specify and instructions for effecting the surrender of such East Penn Financial PFI Certificates in exchange for the Cash Consideration and/or the Common Stock Consideration, as the case may be. Upon surrender of an East Penn Financial a PFI Certificate to the Exchange Agent together with such letter of transmittal, duly executed and completed in accordance with the instructions thereto, and such other documents as may reasonably be required by the Exchange Agent, the holder of such East Penn Financial PFI Certificate shall be entitled to receive within two ten (210) Business Days thereafter and in exchange therefor (i) a certificate representing, in the aggregate, the whole number of shares of HNC NPB Common Stock that such holder has the right to receive pursuant to this Article II and/or (ii) a check in the amount equal to the cash that such holder has the right to receive pursuant to this Article II. No interest will be paid or will accrue on any cash payment pursuant to this SectionSection 2.08.

Exchange Procedures in Absence of Effective Election Forms Submitted by Effective Deadline. As soon as reasonably practicable after the Effective Time (and in any case no later than two (2) Business Days thereafter)Date, HNC Tower shall cause the Exchange Agent to mail to each record holder of East Penn Financial FNB Common Stock immediately prior to the Effective Time Date who has not surrendered East Penn Financial FNB Certificates representing all of the shares of East Penn Financial FNB Common Stock owned by such holder in accordance with pursuant to Section 2.4(c)(ii2.02(b), a letter of transmittal which shall specify that delivery of the East Penn Financial FNB Certificates shall be effected, and risk of loss and title to the East Penn Financial FNB Certificates shall pass, only upon delivery of the East Penn Financial FNB Certificates to the Exchange Agent, and which letter shall be in customary form and have such other provisions as HNC Tower and FNB may reasonably specify and instructions for effecting the surrender of such East Penn Financial FNB Certificates in exchange for the Cash Consideration and/or the Common Stock Consideration, as the case may be. Upon surrender of an East Penn Financial a FNB Certificate to the Exchange Agent together with such letter of transmittal, duly executed and completed in accordance with the instructions thereto, and such other documents as may reasonably be required by the Exchange Agent, the holder of such East Penn Financial FNB Certificate shall be entitled to receive within two (2) Business Days thereafter as soon as reasonably practicable and in exchange therefor (i) a certificate representing, in the aggregate, the whole number of shares of HNC Tower Common Stock that such holder has the right to receive pursuant to this Article II and/or (ii) a check in the amount equal to the cash that such holder has the right to receive pursuant to this Article II. No interest will be paid or will accrue on any cash payment pursuant to this SectionSection 2.07.

Exchange Procedures in Absence of Effective Election Forms Submitted by Effective Deadline. As soon as reasonably practicable after the Effective Time (and in any case no later than two ten (2l0) Business Days thereafter), HNC Sterling shall cause the Exchange Agent to mail to each record holder of East Penn Bay Net Financial Common Stock immediately prior to the Effective Time who has not surrendered East Penn Bay Net Financial Certificates representing all of the shares of East Penn Bay Net Financial Common Stock owned by such holder in accordance with pursuant to Section 2.4(c)(ii2.4(b), a letter of transmittal which shall specify that delivery of the East Penn Bay Net Financial Certificates shall be effected, and risk of loss and title to the East Penn Bay Net Financial Certificates shall pass, only upon delivery of the East Penn Bay Net Financial Certificates to the Exchange Agent, and which letter shall be in customary form and have such other provisions as HNC Sterling may reasonably specify and instructions for effecting the surrender of such East Penn Bay Net Financial Certificates in exchange for the Per Share Cash Consideration and/or the Per Share Common Stock Consideration, as the case may be. Upon surrender of an East Penn a Bay Net Financial Certificate to the Exchange Agent together with such letter of transmittal, duly executed and completed in accordance with the instructions thereto, and such other documents as may reasonably be required by the Exchange Agent, the holder of such East Penn Bay Net Financial Certificate shall be entitled to receive within two ten (210) Business Days thereafter and in exchange therefor (i) a certificate representing, in the aggregate, the whole number of shares of HNC Common Stock Sterling Shares that such holder has the right to receive pursuant to this Article II and/or (ii) a check in the amount equal to the cash that such holder has the right to receive pursuant to this Article II. No interest will be paid or will accrue on any cash payment pursuant to this Section.