Common use of Exchange Procedures; Surrender of Certificates Clause in Contracts

Exchange Procedures; Surrender of Certificates. (a) At the Effective Time, First Community shall deliver or mail to each person who shall have endorsed and surrendered to Blue River and First Community at the Closing one or more Certificates which immediately prior to the Effective Time, represented shares of Blue River Common, the Merger Consideration for such shares of Blue River Common represented by such Certificates so surrendered in exchange for cash pursuant to the provisions of Section 1.03. No later than five (5) days before the closing, Blue River shall provide First Community with a list of such persons and evidence of the surrendered Certificates. (b) As soon as reasonably practicable, but in no event more than ten working days, after the Effective Time, First Community shall mail to each record holder of any Certificate or Certificates not surrendered at the Closing, 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 First Community at the address specified therein and shall be in such form and have such other provisions as First Community may reasonably specify) (each such letter the "Merger Letter of Transmittal") and instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. As soon as reasonably practical but in no event more than five days after surrender to First Community of a Certificate, together with a Merger Letter of Transmittal duly executed and any other required documents, First Community shall transmit to the holder of such Certificate the Merger Consideration. No interest on the Merger Consideration issuable upon the surrender of the Certificates shall be paid or accrued for the benefit of holders of Certificates. With respect to any Certificate for shares of Blue River Common which has been lost, stolen or destroyed, First Community shall be authorized to pay the Merger Consideration to the registered owner of such certificate upon First Community's receipt of an agreement to indemnify First Community against loss from such lost, stolen or destroyed certificate and an affidavit of lost, stolen or destroyed stock certificate, both in form and substance reasonably satisfactory to First Community, and upon delivery by the Blue River shareholder of a security bond from a recognized insurance company. (c) Such holders of Certificates shall be entitled to look to First Community (subject to applicable abandoned property, escheat or similar law) only as general creditors thereof with respect to the Merger Consideration payable upon due surrender of their Certificates, without any interest thereon. First Community shall not be liable to any person in respect of any Merger Consideration delivered to a public official pursuant to any applicable abandoned property, escheat or similar law.

Exchange Procedures; Surrender of Certificates. (a) At The Bank of New York, or other entity mutually satisfactory to Park Cities and BOKF, shall act as paying agent in the Merger (the "Paying Agent"). Immediately after the Effective Time, First Community shall deliver or mail BOKF will cause Park Cities, as the surviving corporation, to each person who shall have endorsed furnish the Paying Agent a corpus consisting of cash and surrendered BOKF Notes sufficient in the aggregate for the Paying Agent to Blue River and First Community at the Closing one or more Certificates which immediately prior to the Effective Time, represented shares make full payment of Blue River Common, the Merger Consideration for such to the holders of all outstanding shares of Blue River Park Cities Common represented by such Certificates so surrendered in exchange for cash pursuant to the provisions of Section 1.03. No later (other than five (5) days before the closing, Blue River shall provide First Community with a list of such persons and evidence of the surrendered CertificatesDissenting Shares). (b) As soon as reasonably practicable, but in no event more than ten working days, practicable after the Effective Time, First Community the Paying Agent shall be authorized, without any further action on the part of BOKF or Park Cities, to mail to each record holder of any Certificate or Certificates not surrendered at whose shares were converted into the Closingright to receive the Merger Consideration, a letter of transmittal (which and instructions) for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Each such letter (the "Merger Transmittal Letter") 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 First Community at the address specified therein Paying Agent and shall be in such form and have such other provisions as First Community BOKF may reasonably specify) (each such letter the "Merger Letter of Transmittal") and instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. As soon as reasonably practical but in no event more than five days after Upon surrender to First Community the Paying Agent of a Certificate, together with a Merger Transmittal Letter of Transmittal duly executed and any other required documents, First Community shall transmit to the holder of such Certificate shall be entitled to receive in exchange therefor the Merger ConsiderationConsideration forthwith upon such surrender solely in the form of cash or the BOKF Notes as the shareholder shall elect in accordance with Section 1.5(d). No interest on -------------- the Merger Consideration issuable upon the surrender of the Certificates shall be paid or accrued for the benefit of holders of CertificatesCertificates (other than any interest on the BOKF Notes in accordance with their terms). If the Merger Consideration is to be issued to a person other than a person in whose name a surrendered Certificate is registered, it shall be a condition of issuance that the surrendered Certificate shall be properly endorsed or otherwise executed in proper form for transfer and that the person requesting such issuance shall pay to the Paying Agent any required transfer or other taxes or establish to the satisfaction of the Paying Agent that such tax has been paid or is not applicable. (c) With respect to any Certificate for shares of Blue River Park Cities Common which has that are acquired as a result of the exercise of the Stock Options, the purchase price for such shares under the Stock Options shall be subtracted from or "netted-out" of the Merger Consideration to be paid such shareholders. That is, upon the exercise of the Stock Options such shareholder shall not be required to pay Park Cities the purchase price specified in the Stock Options, but such amount shall be deducted from the amount of Merger Consideration that would otherwise have been paid to such shareholder. (d) After the Effective Time, there shall be no further registration or transfers on the records of Park Cities of outstanding certificates formerly representing shares of Park Cities Common and, if a certificate formerly representing such shares is presented to Park Cities or BOKF, it shall be forwarded to the Paying Agent for cancellation and exchange for the Merger Consideration. (e) All Merger Consideration paid upon the surrender of Park Cities Common in accordance with the above terms and conditions shall be deemed to have been paid in full satisfaction of all rights pertaining to such shares of Park Cities Common. (f) In the event any certificate for Park Cities Common shall have been lost, stolen or destroyed, First Community the Paying Agent shall be authorized to pay issue in exchange for such lost, stolen or destroyed certificate, upon the making of an affidavit of that fact by the holder thereof, such Merger Consideration as may be required pursuant to this Agreement; provided, however, that BOKF may, in its discretion and as a condition precedent to the registered issuance thereof, require the owner of such certificate upon First Community's receipt of an agreement to indemnify First Community against loss from such lost, stolen or destroyed certificate and an affidavit of to deliver a bond in such sum as it may direct as indemnity against any claim that may be made against BOKF, Park Cities, the Paying Agent or any other party with respect to the certificate alleged to have been lost, stolen or destroyed stock certificate, both in form and substance reasonably satisfactory to First Community, and upon delivery by the Blue River shareholder of a security bond from a recognized insurance companydestroyed. (cg) Such At any time following six months after the Effective Time, BOKF shall be entitled to terminate the Paying Agent relationship, and thereafter holders of Certificates shall be entitled to look only to First Community BOKF (subject to applicable abandoned property, escheat or other similar lawlaws) only as general creditors thereof with respect to the Merger Consideration payable upon due surrender of their Certificates, without any interest thereon. First Community shall not be liable to any person in respect of any Merger Consideration delivered to a public official pursuant to any applicable abandoned property, escheat or similar law.

Exchange Procedures; Surrender of Certificates. (a) At As noted in Section 1.5 above, Wilshire Bank shall act as Exchange Agent in the Effective TimeMerger. On or before the Closing Date, First Community the Acquiror shall deliver or mail to each person who shall have endorsed and surrendered to Blue River and First Community at the Closing one or more Certificates which immediately prior to the Effective Time, represented shares of Blue River Common, Exchange Agent an amount in immediately available funds equal to the Merger Consideration for such shares of Blue River Common represented by such Certificates so surrendered in exchange for cash pursuant to the provisions of Section 1.03. No later than five (5) days before the closing, Blue River shall provide First Community with a list of such persons and evidence of the surrendered CertificatesConsideration. (b) As soon as reasonably practicable, but in no event more than ten working days, after At least 10 days before the Effective TimeTime (unless Acquiror and the Bank mutually agree to a later date), First Community the Exchange Agent shall mail to each record holder Shareholder as of any Certificate or Certificates not surrendered at the Closing, that date 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 First Community at the address specified therein and shall be in such form and have such other provisions as First Community may reasonably specify) (each such letter the "Merger Letter of Transmittal"Exchange Agent) and instructions for use in effecting the surrender of the Certificates in exchange for the Merger ConsiderationConsideration into which the Bank Common Stock represented by such Certificate(s) shall have been converted pursuant to this Agreement (collectively, the “Transmittal Materials”). As soon as reasonably practical but in no event more than five days after surrender The form and substance of the Transmittal Materials are to First Community of a Certificate, together with a Merger Letter of Transmittal duly executed and any other required documents, First Community shall transmit be acceptable to the holder of such Certificate Acquiror and the Merger ConsiderationBank before they are mailed to the Shareholders. No interest on the Merger Consideration issuable upon the surrender of the Certificates shall will be paid or accrued for on the benefit Merger Consideration. (i) Promptly after receipt of holders such Transmittal Materials, the Exchange Agent shall provide copies of Certificatesthe Transmittal Materials to the Acquiror, which shall review the Transmittal Materials in order to verify proper completion and execution thereof. With Subject to the terms of this Agreement, the Acquiror shall have the discretion to determine whether the Transmittal Materials have been properly or timely submitted and to disregard immaterial defects in the Transmittal Materials, and any such decisions of the Acquiror regarding such matters shall be binding and conclusive. Neither the Acquiror nor the Exchange Agent shall be under any obligation to notify any person of any defect in the Transmittal Materials but shall use reasonable efforts to do so in accordance with its customary procedures with respect to curing such deficiencies. A failure by the Acquiror or the Exchange Agent to notify the presenter of such certificate of defects shall not constitute a breach of this Agreement or provide any affected person with any cause of action against the Acquiror or the Exchange Agent. (ii) After the later of the Effective Time or 5 days after surrender of a Certificate to the Exchange Agent, together with properly completed and executed Transmittal Materials, the Acquiror shall cause the Exchange to pay to the Shareholder the Merger Consideration multiplied by the number of shares of Bank Common Stock represented by such Certificate, and the Certificate so surrendered shall be canceled. The Exchange Agent shall pay the Merger Consideration on the date on which the Effective Time occurs to any Shareholder from whom properly completed and executed Transmittal Materials are received at least 5 days before the Effective Time. Any Shareholder may elect to have the amounts to be paid hereunder paid by means of a check or multiple checks, or by deposit for immediate credit into the Shareholder’s account or accounts at the Bank or by wire transfer to an account or accounts designated in writing by the Shareholder. After the Effective Time and until so surrendered, each Certificate shall be deemed for all purposes, subject only to NJSA Section 17:9A-140, to evidence solely the right to receive the Merger Consideration. (iii) The Shareholders shall be entitled to receive their Merger Consideration only after receipt by the Exchange Agent of properly completed Transmittal Materials. (c) If any Certificate for shares of Blue River Common which has been lost, stolen or destroyed, First Community upon the delivery of an affidavit of lost certificate and indemnification agreement in a form reasonably acceptable to the Acquiror by the Shareholder and, if required by the Acquiror in its sole discretion, the posting by such Shareholder of a surety bond in such amount as the Acquiror may determine is reasonably necessary as indemnity against any claim that may be made against it with respect to that Certificate, the Exchange Agent shall be authorized to pay the Merger Consideration to the registered owner of such certificate upon First Community's receipt of an agreement to indemnify First Community against loss from in exchange for such lost, stolen or destroyed certificate and an affidavit of lost, stolen or destroyed stock certificate, both in form and substance reasonably satisfactory to First Community, and upon delivery by the Blue River shareholder of a security bond from a recognized insurance companyCertificate. (cd) Such holders of Certificates shall be entitled to look to First Community (subject to applicable abandoned property, escheat or similar law) only as general creditors thereof with respect to the Merger Consideration payable upon due surrender of their Certificates, without any interest thereon. First Community shall not No one will be liable to any person in respect of Shareholder for any Merger Consideration delivered amount paid to a public official pursuant to under any applicable abandoned property, escheat or similar lawlaws. (e) After the Effective Time, there shall be no transfers on the stock transfer books of the Bank of the shares of Bank Common Stock which were issued and outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates representing such shares are presented for transfer to the Exchange Agent, they shall be canceled and exchanged for Merger Consideration as determined in accordance with this Agreement. (f) The Acquiror and the Exchange Agent are entitled to conclusively rely upon the share transfer books of the Bank to establish the identity of those persons entitled to receive the Merger Consideration. If a dispute arises with respect to who is entitled to receive the Merger Consideration, the Acquiror or the Exchange Agent may deposit any consideration represented thereby in escrow with an independent third party and thereafter be relieved with respect to any claims thereto.