Common use of Exchange Procedures Clause in Contracts

Exchange Procedures. Promptly following the Effective Time (and in any event not later than the third (3rd) Business Day thereafter), Parent shall instruct the Exchange Agent to mail to each holder of record of certificates or instruments evidencing the Company Ordinary Shares that were outstanding immediately prior to the Effective Time (collectively, the “Certificates”) and which were converted into the right to receive the applicable portion of the Merger Consideration pursuant to Section 2.6, (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 shall be in such form and have such other provisions as Parent and/or the Exchange Agent may reasonably specify), and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the applicable portion of the Merger Consideration. Upon surrender of Certificates for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may reasonably be required by Parent or the Exchange Agent (including any required Internal Revenue Service Form W-9 or Form W-8, or any Tax forms required under any other applicable law), the holders of such Certificates shall be entitled to receive in exchange therefor a check or wire transfer of immediately available funds in the amount of U.S. dollars representing the applicable portion of the Merger Consideration that such holders have the right to receive pursuant to Section 2.6, and the Certificates so surrendered shall forthwith be cancelled. Until so surrendered, outstanding Certificates will be deemed from and after the Effective Time, for all corporate purposes, to evidence only the right to receive upon surrender thereof the applicable portion of the Merger Consideration that the holders thereof have the right to receive pursuant to Section 2.6. No interest will be paid or accrued on any cash payable to holders of Certificates pursuant to this Agreement. In the event of a transfer of ownership of Company Ordinary Share that is not registered in the transfer records of the Company, the applicable portion of the Merger Consideration that the holder thereof has the right to receive pursuant to Section 2.6 may be paid to a transferee if the Certificate representing such Company Ordinary Shares is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer Taxes have been paid. With respect to any Company Ordinary Shares held in uncertificated form (“Book-Entry Shares”), Parent shall cause the Exchange Agent to mail or otherwise deliver to each holder of Book-Entry Shares (x) materials advising such holder of the effectiveness of the Merger and the conversion of each of such holder’s Company Ordinary Shares into the Per Share Merger Consideration pursuant to the terms of this Agreement upon the completion of the Merger, and (y) a check, deposit or wire transfer of immediately available funds (in Parent’s and Exchange Agent’s discretion) in the amount of the aggregate Per Share Merger Consideration payable to such holder with respect to such holder’s Company Ordinary Shares, in each case without any action by such holders.

Exchange Procedures. Promptly following after the Effective Time (and in any event not later than Time, the third (3rd) Business Day thereafter), Parent ------------------- Surviving Corporation shall instruct the Exchange Agent cause to mail be mailed to each holder of record of certificates or instruments evidencing the Company Ordinary Shares that were outstanding immediately prior to the Effective Time (collectively, the “Certificates”) and which were converted into the right to receive the applicable portion of the Merger Consideration pursuant to Section 2.6, Shareholder (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates certificates (the "Certificates") which ------------ immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into the right to receive the Merger Consideration pursuant to Section 1.6, shall pass, only upon proper delivery of the Certificates to the Exchange Agent, Agent and shall be in such form and have such other provisions as Parent and/or the Exchange Agent may reasonably specify), ) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the applicable portion of the Merger Consideration. Upon surrender of Certificates a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may reasonably be required by Parent or the Exchange Agent (including any required Internal Revenue Service Form W-9 or Form W-8, or any Tax forms required under any other applicable law), the holders of such Certificates Company Shareholder shall be entitled to receive in exchange therefor a check or wire transfer certificate representing the number of immediately available funds shares issuable to such Company Shareholder as part of the Original Purchase Price (less the number of shares of Parent Common Stock to be deposited in the amount of U.S. dollars representing the applicable portion of the Merger Consideration that Escrow Fund (as defined in Article VII) on such holders have the right to receive holder's behalf pursuant to Section 2.6, Article VII hereof) and the Certificates Certificate so surrendered shall forthwith be cancelledcanceled. As soon as practicable after the Effective Time, and subject to and in accordance with the provisions of Article VII hereof, Parent shall cause to be distributed to the Escrow Agent (as defined in Article VII) a certificate or certificates representing that number of shares of Parent Common Stock equal to the Escrow Amount. Such consideration shall be beneficially owned by the holders on whose behalf such consideration were deposited in the Escrow Fund and shall be available to compensate Parent as provided in Article VII. Until so surrenderedsurrendered to the Exchange Agent, each outstanding Certificates Certificate that, prior to the Effective Time, represented shares of Company Common Stock will be deemed from and after the Effective Time, for all corporate purposes, other than the payment of dividends, to evidence only the right to receive upon surrender thereof the applicable portion of the Merger Consideration that the holders thereof have the right to receive pursuant to Section 2.6. No interest will be paid or accrued on any cash payable to holders of Certificates pursuant to this Agreement. In the event of a transfer of ownership of Company Ordinary Share that is not registered in the transfer records of the Company, the applicable portion of the Merger Consideration that the holder thereof has the right to receive pursuant to Section 2.6 may be paid to a transferee if the Certificate representing such Company Ordinary Shares is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer Taxes have been paid. With respect to any Company Ordinary Shares held in uncertificated form (“Book-Entry Shares”), Parent shall cause the Exchange Agent to mail or otherwise deliver to each holder of Book-Entry Shares (x) materials advising such holder of the effectiveness of the Merger and the conversion of each of such holder’s Company Ordinary Shares into the Per Share Merger Consideration pursuant to the terms of this Agreement upon the completion of the Merger, and (y) a check, deposit or wire transfer of immediately available funds (in Parent’s and Exchange Agent’s discretion) in the amount of the aggregate Per Share Merger Consideration payable to such holder with respect to such holder’s Company Ordinary Shares, in each case without any action by such holdersSection 1.6 hereof.

Exchange Procedures. Promptly following Within five (5) business days after the Effective Time (and in any event not later than Time, the third (3rd) Business Day thereafter), Parent Surviving Corporation shall instruct the Exchange Agent cause to mail be mailed to each holder of record of a certificate or certificates or instruments evidencing (the Company Ordinary Shares that were outstanding "Certificates") which immediately prior to the Effective Time (collectivelyrepresented outstanding shares of Target Common Stock, the “Certificates”) and which whose shares were converted into the right to receive the applicable portion of the Merger Consideration pursuant to Section 2.61.6, (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 receipt of the Certificates to by the Exchange Agent, and shall be in such form and have such other provisions as Parent and/or the Exchange Agent Acquiror may reasonably specify), ) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the applicable portion of the Merger Consideration. Upon surrender of Certificates a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by ParentAgent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may reasonably be required by Parent or the Exchange Agent (including any required Internal Revenue Service Form W-9 or Form W-8, or any Tax forms required under any other applicable law), the holders holder of such Certificates Certificate shall be entitled to receive in exchange therefor a check or wire transfer of immediately available funds in the amount of U.S. dollars representing the applicable portion of the Merger Consideration that such holders have the right to receive pursuant to Section 2.6, and the Certificates Certificate so surrendered shall forthwith be cancelledcanceled. Until so surrendered, each outstanding Certificates Certificate that, prior to the Effective Time, represented shares of Target Common Stock shall be deemed from and after the Effective Time, for all corporate purposes, other than the payment of dividends, to evidence the right to receive the Merger Consideration. Promptly after the Effective Time, the Surviving Corporation shall cause to be mailed to each holder of an option under the Target Option Plans which is cancelled in accordance with Section 5.10 instructions for use in effecting the surrender of the documentation for that option in exchange for the consideration payable per option share under Section 5.10. Upon surrender of the option documentation for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Acquiror, the holder of such option shall be entitled to receive in exchange therefor the consideration payable per option share under Section 5.10, and the option shall be cancelled and the holder of that option shall have no further right to acquire any securities thereunder. Until so surrendered, each such outstanding option will be deemed from and after the Effective Time, for all corporate purposes, to evidence only the ownership of the right to receive upon surrender thereof the applicable portion of the Merger Consideration that the holders thereof have the right to receive pursuant to consideration payable per option share under Section 2.6. No interest will be paid or accrued on any cash payable to holders of Certificates pursuant to this Agreement. In the event of a transfer of ownership of Company Ordinary Share that is not registered in the transfer records of the Company, the applicable portion of the Merger Consideration that the holder thereof has the right to receive pursuant to Section 2.6 may be paid to a transferee if the Certificate representing such Company Ordinary Shares is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer Taxes have been paid. With respect to any Company Ordinary Shares held in uncertificated form (“Book-Entry Shares”), Parent shall cause the Exchange Agent to mail or otherwise deliver to each holder of Book-Entry Shares (x) materials advising such holder of the effectiveness of the Merger and the conversion of each of such holder’s Company Ordinary Shares into the Per Share Merger Consideration pursuant to the terms of this Agreement upon the completion of the Merger, and (y) a check, deposit or wire transfer of immediately available funds (in Parent’s and Exchange Agent’s discretion) in the amount of the aggregate Per Share Merger Consideration payable to such holder with respect to such holder’s Company Ordinary Shares, in each case without any action by such holders5.10.

Exchange Procedures. Promptly following after the Effective Time (and in any event not later than Time, the third (3rd) Business Day thereafter), Parent ------------------- Surviving Corporation shall instruct the Exchange Agent cause to mail be mailed to each holder of record of certificates or instruments evidencing the Company Ordinary Shares that were outstanding immediately prior to the Effective Time (collectively, the “Certificates”) and which were converted into the right to receive the applicable portion of the Merger Consideration pursuant to Section 2.6, Shareholder (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates certificates (the "Certificates") which ------------ immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into the right to receive the Merger Consideration pursuant to Section 1.6, shall pass, only upon proper delivery of the Certificates to the Exchange Agent, Agent and shall be in such form and have such other provisions as Parent and/or the Exchange Agent may reasonably specify), ) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the applicable portion of the Merger Consideration. Upon surrender of Certificates a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may reasonably be required by Parent or the Exchange Agent (including any required Internal Revenue Service Form W-9 or Form W-8, or any Tax forms required under any other applicable law), the holders of such Certificates Company Shareholder shall be entitled to receive in exchange therefor a check or wire transfer certificate representing the number of immediately available funds shares issuable to such Company Shareholder as part of the Original Purchase Price (less the number of shares of Parent Common Stock to be deposited in the amount of U.S. dollars representing the applicable portion of the Merger Consideration that Escrow Fund (as defined in Article VII) on such holders have the right to receive holder's behalf pursuant to Section 2.6, Article VII hereof) and the Certificates Certificate so surrendered shall forthwith be cancelledcanceled. As soon as practicable after the Effective Time, and subject to and in accordance with the provisions of Article VII hereof, Parent shall cause to be distributed to the Escrow Agent (as defined in Article VII) a certificate or certificates representing that number of shares of Parent Common Stock equal to the Escrow Amount. Such consideration shall be beneficially owned by the holders on whose behalf such consideration was deposited in the Escrow Fund and shall be available to compensate Parent as provided in Article VII. Until so surrenderedsurrendered to the Exchange Agent, each outstanding Certificates Certificate that, prior to the Effective Time, represented shares of Company Common Stock will be deemed from and after the Effective Time, for all corporate purposes, other than the payment of dividends and voting, to evidence only the right to receive upon surrender thereof the applicable portion of the Merger Consideration that the holders thereof have the right to receive pursuant to Section 2.6. No interest will be paid or accrued on any cash payable to holders of Certificates pursuant to this Agreement. In the event of a transfer of ownership of Company Ordinary Share that is not registered in the transfer records of the Company, the applicable portion of the Merger Consideration that the holder thereof has the right to receive pursuant to Section 2.6 may be paid to a transferee if the Certificate representing such Company Ordinary Shares is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer Taxes have been paid. With respect to any Company Ordinary Shares held in uncertificated form (“Book-Entry Shares”), Parent shall cause the Exchange Agent to mail or otherwise deliver to each holder of Book-Entry Shares (x) materials advising such holder of the effectiveness of the Merger and the conversion of each of such holder’s Company Ordinary Shares into the Per Share Merger Consideration pursuant to the terms of this Agreement upon the completion of the Merger, and (y) a check, deposit or wire transfer of immediately available funds (in Parent’s and Exchange Agent’s discretion) in the amount of the aggregate Per Share Merger Consideration payable to such holder with respect to such holder’s Company Ordinary Shares, in each case without any action by such holdersSection 1.6 hereof.

Exchange Procedures. Promptly following (a) As promptly as practicable after the Effective Time (and in any event not later than the third (3rd) Business Day thereafter)Time, Parent shall instruct the Exchange Agent shall send or cause to mail be sent to each former holder of record of CNB Financial Common Stock who did not previously submit a properly completed Election Form (other than holders of Dissenting Shares), appropriate transmittal materials (“Letter of Transmittal”) in a form satisfactory to United Financial Bancorp and CNB Financial. A Letter of Transmittal will be deemed properly completed only if accompanied by certificates or instruments evidencing the Company Ordinary Shares that were outstanding immediately prior representing all shares of CNB Financial Common Stock (“Certificate(s)”) to be converted thereby. (b) At and after the Effective Time Time, each Certificate (collectively, the “Certificates”except as specifically set forth in Section 2.5) and which were converted into shall represent only the right to receive the applicable portion Per Share Stock Consideration or the Per Share Cash Consideration or a combination thereof (hereinafter referred to as the “Merger Consideration”) in accordance with this Agreement. (c) Prior to the Effective Time, United Financial Bancorp shall (i) reserve for issuance with its transfer agent and registrar a sufficient number of shares of United Financial Bancorp Common Stock to provide for payment of the Merger Consideration Aggregate Stock Limit and (ii) deposit, or cause to be deposited, with Registrar and Transfer Company (the “Exchange Agent”), for the benefit of the holders of shares of CNB Financial Common Stock, for exchange in accordance with this Section 2.6, an amount of cash sufficient to the Aggregate Cash Limit and any cash in lieu of fractional shares pursuant to Section 2.6, 2.6(f). (d) The Letter of Transmittal shall (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 shall (ii) be in such a form and have such contain any other provisions as Parent and/or the Exchange Agent United Financial Bancorp may reasonably specify), determine and (iiiii) include instructions for use in effecting the surrender of the Certificates in exchange for the applicable portion of the Merger Consideration. Upon the proper surrender of the Certificates for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by ParentAgent, together with such letter of transmittal, duly a properly completed and validly duly executed in accordance with the instructions thereto, and such other documents as may reasonably be required by Parent or the Exchange Agent (including any required Internal Revenue Service Form W-9 or Form W-8, or any Tax forms required under any other applicable law)Letter of Transmittal, the holders holder of such Certificates shall be entitled to receive in exchange therefor a certificate representing that number of whole shares of United Financial Bancorp Common Stock and/or a check or wire transfer of immediately available funds in the aggregate amount representing the amount of U.S. dollars representing the applicable portion of the Merger Consideration cash that such holders have holder has the right to receive pursuant to Section 2.6, and the Certificates so surrendered shall forthwith be cancelled. Until so surrenderedcash in lieu of fractional shares, outstanding Certificates will be deemed from and after the Effective Timeif any, for all corporate purposes, to evidence only the right to receive upon surrender thereof the applicable portion of the Merger Consideration that the holders thereof have the right to receive pursuant to Section 2.6. No interest will be paid or accrued on any cash payable to holders of Certificates pursuant to this Agreement. In the event of a transfer of ownership of Company Ordinary Share that is not registered in the transfer records of the Company, the applicable portion of the Merger Consideration that the such holder thereof has the right to receive pursuant to Section 2.6 may 2.6(f), and any dividends or other distributions to which such holder is entitled pursuant to Section 2.7(e). Certificates so surrendered shall forthwith be canceled. As soon as practicable following receipt of the properly completed Letter of Transmittal and any necessary accompanying documentation, the Exchange Agent shall distribute United Financial Bancorp Common Stock and cash as provided herein. The Exchange Agent shall not be entitled to vote or exercise any rights of ownership with respect to the shares of United Financial Bancorp Common Stock held by it from time to time hereunder, except that it shall receive and hold all dividends or other distributions paid or distributed with respect to such shares for the account of the persons entitled thereto. If there is a transfer of ownership of any shares of CNB Financial Common Stock not registered in the transfer records of CNB Financial, the Merger Consideration shall be issued to the transferee thereof if the Certificate Certificates representing such Company Ordinary Shares is CNB Financial Common Stock are presented to the Exchange Agent, accompanied by all documents required required, in the reasonable judgment of United Financial Bancorp and the Exchange Agent, to evidence and effect such transfer and by to evidence that any applicable stock transfer Taxes taxes have been paid. With . (e) No dividends or other distributions declared or made after the Effective Time with respect to United Financial Bancorp Common Stock issued pursuant to this Agreement shall be remitted to any Company Ordinary Shares held person entitled to receive shares of United Financial Bancorp Common Stock hereunder until such person surrenders his or her Certificates in uncertificated form accordance with this Section 2.7. Upon the surrender of such person’s Certificates, such person shall be entitled to receive any dividends or other distributions, without interest thereon, which subsequent to the Effective Time had become payable but not paid with respect to shares of United Financial Bancorp Common Stock represented by such person’s Certificates. (“Book-Entry Shares”)f) The stock transfer books of CNB Financial shall be closed immediately upon the Effective Time and from and after the Effective Time there shall be no transfers on the stock transfer records of CNB Financial of any shares of CNB Financial Common Stock. If, Parent after the Effective Time, Certificates are presented to United Financial Bancorp, they shall cause be canceled and exchanged for the Per Share Stock Consideration or Per Share Cash Consideration deliverable in respect thereof pursuant to this Agreement in accordance with the procedures set forth in this Section 2.7. (g) Any portion of the aggregate amount of cash to be paid pursuant to Section 2.6, any dividends or other distributions to be paid pursuant to this Section 2.7 or any proceeds from any investments thereof that remains unclaimed by the shareholders of CNB Financial for six months after the Effective Time shall be repaid by the Exchange Agent to mail United Financial Bancorp upon the written request of United Financial Bancorp. After such request is made, any shareholders of CNB Financial who have not theretofore complied with this Section 2.7 shall look only to United Financial Bancorp for the Merger Consideration and cash in lieu of fractional shares, if any, deliverable in respect of each share of CNB Financial Common Stock such shareholder holds, as determined pursuant to Section 2.6 of this Agreement, without any interest thereon. If outstanding Certificates are not surrendered prior to the date on which such payments would otherwise escheat to or otherwise deliver become the property of any governmental unit or agency, the unclaimed items shall, to each the extent permitted by any abandoned property, escheat or other applicable laws, become the property of United Financial Bancorp (and, to the extent not in its possession, shall be paid over to it), free and clear of all claims or interest of any person previously entitled to such claims. Notwithstanding the foregoing, neither the Exchange Agent nor any party to this Agreement (or any affiliate thereof) shall be liable to any former holder of Book-Entry Shares CNB Financial Common Stock for any amount delivered to a public official pursuant to applicable abandoned property, escheat or similar laws. (xh) materials advising such holder United Financial Bancorp and the Exchange Agent shall be entitled to rely upon CNB Financial’s stock transfer books to establish the identity of the effectiveness of those persons entitled to receive the Merger Consideration, which books shall be conclusive with respect thereto. In the event of a dispute with respect to ownership of stock represented by any Certificate, United Financial Bancorp and the conversion of each of such holder’s Company Ordinary Shares into the Per Share Exchange Agent shall be entitled to deposit any Merger Consideration pursuant and cash in lieu of fractional shares, if any, represented thereby in escrow with an independent third party and thereafter be relieved with respect to the terms of this Agreement any claims thereto. (i) If any Certificate shall have been lost, stolen or destroyed, upon the completion making of an affidavit of that fact by the Mergerperson claiming such Certificate to be lost, and (y) stolen or destroyed and, if required by the Exchange Agent or United Financial Bancorp, the posting by such person of a check, deposit or wire transfer of immediately available funds (bond in Parent’s and such amount as the Exchange Agent’s discretion) in the amount of the aggregate Per Share Merger Consideration payable to such holder Agent may direct as indemnity against any claim that may be made against it with respect to such holder’s Company Ordinary SharesCertificate, the Exchange Agent will issue in each case without any action by exchange for such holderslost, stolen or destroyed Certificate the Merger Consideration and cash in lieu of fractional shares, if any, deliverable in respect thereof pursuant to Section 2.6.

Exchange Procedures. Promptly following after the Effective Time (and in any event not later than Time, the third (3rd) Business Day thereafter), Parent ------------------- Surviving Corporation shall instruct the Exchange Agent cause to mail be mailed to each holder of record of certificates or instruments evidencing the Company Ordinary Shares that were outstanding immediately prior to the Effective Time (collectively, the “Certificates”) and which were converted into the right to receive the applicable portion of the Merger Consideration pursuant to Section 2.6, Shareholder (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates certificates (the "Certificates") which ------------ immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into the right to receive the Merger Consideration pursuant to Section 1.6, shall pass, only upon proper delivery of the Certificates to the Exchange Agent, Agent and shall be in such form and have such other provisions as Parent and/or the Exchange Agent may reasonably specify), ) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the applicable portion of the Merger Consideration. Upon surrender of Certificates a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may reasonably be required by Parent or the Exchange Agent (including any required Internal Revenue Service Form W-9 or Form W-8, or any Tax forms required under any other applicable law), the holders of such Certificates Company Shareholder shall be entitled to receive in exchange therefor a check or wire transfer certificate representing the number of immediately available funds shares issuable to such Company Shareholder as part of the Original Purchase Price (less the number of shares of Parent Common Stock to be deposited in the amount of U.S. dollars representing the applicable portion of the Merger Consideration that Escrow Fund (as defined in Article VII) on such holders have the right to receive holder's behalf pursuant to Section 2.6, Article VII hereof) and the Certificates Certificate so surrendered shall forthwith be cancelledcanceled. As soon as practicable after the Effective Time, and subject to and in accordance with the provisions of Article VII hereof, Parent shall cause to be distributed to the Escrow Agent (as defined in Article VII) a certificate or certificates representing that number of shares of Parent Common Stock equal to the Escrow Amount. Such consideration shall be beneficially owned by the holders on whose behalf such consideration was deposited in the Escrow Fund and shall be available to compensate Parent as provided in Article VII. Until so surrenderedsurrendered to the Exchange Agent, each outstanding Certificates Certificate that, prior to the Effective Time, represented shares of Company Common Stock will be deemed from and after the Effective Time, for all corporate purposes, other than the payment of dividends, to evidence only the right to receive upon surrender thereof the applicable portion of the Merger Consideration that the holders thereof have the right to receive pursuant to Section 2.6. No interest will be paid or accrued on any cash payable to holders of Certificates pursuant to this Agreement. In the event of a transfer of ownership of Company Ordinary Share that is not registered in the transfer records of the Company, the applicable portion of the Merger Consideration that the holder thereof has the right to receive pursuant to Section 2.6 may be paid to a transferee if the Certificate representing such Company Ordinary Shares is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer Taxes have been paid. With respect to any Company Ordinary Shares held in uncertificated form (“Book-Entry Shares”), Parent shall cause the Exchange Agent to mail or otherwise deliver to each holder of Book-Entry Shares (x) materials advising such holder of the effectiveness of the Merger and the conversion of each of such holder’s Company Ordinary Shares into the Per Share Merger Consideration pursuant to the terms of this Agreement upon the completion of the Merger, and (y) a check, deposit or wire transfer of immediately available funds (in Parent’s and Exchange Agent’s discretion) in the amount of the aggregate Per Share Merger Consideration payable to such holder with respect to such holder’s Company Ordinary Shares, in each case without any action by such holdersSection 1.6 hereof.

Exchange Procedures. Promptly following after the Effective Time (and in any event not later than Time, the third (3rd) Business Day thereafter), Parent Surviving Corporation shall instruct the Exchange Agent cause to mail be mailed to each holder of record of a certificate or certificates or instruments evidencing (the Company Ordinary Shares that were outstanding "Certificates") which immediately prior to before the Effective Time (collectively, the “Certificates”) represented outstanding shares of Company Capital Stock and which whose shares were converted into exchanged for the right to receive the applicable portion shares of the Merger Consideration pursuant to Parent Common Stock and Parent Warrants under Section 2.61.6, (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, Escrow Agent and shall be in such form and have such other provisions as Parent and/or and Company mutually and reasonably agree before the Exchange Agent may reasonably specify), Effective Time) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the applicable portion certificates representing shares of the Merger ConsiderationParent Common Stock and Parent Warrants. Upon surrender of Certificates a Certificate for cancellation to the Exchange Escrow Agent or to such other agent or agents as may be reasonably appointed by Parent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may reasonably be required by Parent or the Exchange Agent (including any required Internal Revenue Service Form W-9 or Form W-8, or any Tax forms required under any other applicable law), the holders former holder of such Certificates Certificate shall be entitled to receive in exchange therefor a check or wire transfer of immediately available funds in therefor, at the amount of U.S. dollars Closing, certificates representing the applicable portion number of whole Parent Warrants or whole shares of Parent Common Stock (less, at the Merger Consideration that such holders have Closing, the right to receive pursuant to number of shares of Parent Common Stock deposited into the escrow account under Section 2.61.8(i) and Section 7.2), and the Certificates Certificate so surrendered shall forthwith be cancelledcanceled. Until so surrendered, each outstanding Certificates Certificate that, before the Effective Time, repre-sented shares of Company Capital Stock, will be deemed from and after the Effective Time, for all corporate purposespurposes other than the payment of dividends, to evidence only the right ownership of the number of full shares of Parent Common Stock into which such shares of Company Capital Stock are to have been so exchanged. The holder of each Certificate shall receive upon surrender thereof the applicable such holder's respective pro rata portion of the Merger Consideration that number of Parent Warrants and shares of Parent Common Stock at the holders thereof have Closing based on the right to receive pursuant to Section 2.6. No interest will be paid or accrued on any cash payable to holders of Certificates pursuant to this Agreement. In the event of a transfer of ownership of Company Ordinary Share that is not registered in the transfer records of the Company, the applicable portion of the Merger Consideration that the holder thereof has the right to receive pursuant to Section 2.6 may be paid to a transferee if the Certificate representing such Company Ordinary Shares is presented to Warrant Distribution Ratio and the Exchange AgentRatio, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer Taxes have been paid. With respect to any Company Ordinary Shares held in uncertificated form (“Book-Entry Shares”), Parent shall cause the Exchange Agent to mail or otherwise deliver to each holder of Book-Entry Shares (x) materials advising such holder of the effectiveness of the Merger and the conversion of each of such holder’s Company Ordinary Shares into the Per Share Merger Consideration pursuant to the terms of this Agreement upon the completion of the Merger, and (y) a check, deposit or wire transfer of immediately available funds (in Parent’s and Exchange Agent’s discretion) in the amount of the aggregate Per Share Merger Consideration payable to such holder with respect to such holder’s Company Ordinary Shares, in each case without any action by such holdersrespectively.

Exchange Procedures. Promptly following after the Effective Time (and in any event not later than the third (3rd) Business Day thereafter)Time, Parent IPC or its appointed designee shall instruct the Exchange Agent to mail to each holder of record a certificate or certificates of certificates or instruments evidencing the Company Ordinary Shares that were outstanding immediately prior to the Effective Time Common Stock (collectively, the “"Company Certificates”") and which were whose shares are converted into the right to receive the applicable portion of the Merger Consideration pursuant to Section 2.6Shares, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Company Certificates shall passpass to IPC, only upon proper delivery of the Company Certificates to the Exchange Agent, IPC and which shall be in such form and have such other provisions as Parent and/or the Exchange Agent IPC may reasonably specify), ) and (ii) instructions for use in effecting the surrender of the Company Certificates in exchange for the applicable portion of the Merger ConsiderationShares and any dividends or other distributions pursuant to Section 2.6(e). Upon surrender of Company Certificates for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by ParentIPC, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may reasonably be required by Parent or the Exchange Agent (including any required Internal Revenue Service Form W-9 or Form W-8, or any Tax forms required under any other applicable law), the holders of such Company Certificates shall be entitled to receive the Merger Shares in exchange therefor a check and any dividends or wire transfer of immediately available funds in the amount of U.S. dollars representing the applicable portion of the Merger Consideration that such holders have the right to receive distributions payable pursuant to Section 2.62.6(e), and the Company Certificates so surrendered shall forthwith be cancelledcanceled. Until so surrendered, outstanding Company Certificates will be deemed from and after the Effective Time, for all corporate purposes, subject to Section 2.8, to evidence only the right to receive upon surrender thereof the applicable portion ownership of the Merger Consideration that number of full shares of IPC Common Stock into which such shares of the holders thereof Company Common Stock shall have the right to receive been so converted and any dividends or distributions payable pursuant to Section 2.62.6(e). No interest will Notwithstanding the foregoing, if any Company Certificate is lost, stolen, destroyed or mutilated, such holder shall provide evidence reasonably satisfactory to IPC as to such loss, theft, destruction or mutilation and an affidavit in form and substance satisfactory to IPC, and, thereupon, such holder shall be paid or accrued on any cash payable entitled to holders of Certificates pursuant to this Agreement. In the event of a transfer of ownership of Company Ordinary Share that is not registered in the transfer records of the Company, the applicable portion of receive the Merger Consideration that the holder thereof has the right to receive Shares in exchange therefor and any dividends or distributions payable pursuant to Section 2.6 may be paid to a transferee if the Certificate representing such Company Ordinary Shares is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer Taxes have been paid. With respect to any Company Ordinary Shares held in uncertificated form (“Book-Entry Shares”2.6(e), Parent shall cause the Exchange Agent to mail or otherwise deliver to each holder of Book-Entry Shares (x) materials advising such holder of the effectiveness of the Merger and the conversion of each of such holder’s Company Ordinary Shares into the Per Share Merger Consideration pursuant to the terms of this Agreement upon the completion of the Merger, and (y) a check, deposit or wire transfer of immediately available funds (in Parent’s and Exchange Agent’s discretion) in the amount of the aggregate Per Share Merger Consideration payable to such holder with respect to such holder’s Company Ordinary Shares, in each case without any action by such holdersCertificates so surrendered shall forthwith be canceled.

Exchange Procedures. Promptly following after the Effective Time (and in any event not later than the third (3rd) Business Day thereafter)Time, Parent shall instruct the Exchange Agent shall cause to mail be mailed to each holder of record of a certificate or certificates or instruments evidencing (the Company Ordinary Shares that were outstanding "Certificates") which immediately prior to the Effective Time (collectively, the “Certificates”) and which represented outstanding shares of Company Capital Stock whose shares were converted into the right to receive the applicable portion shares of the Merger Consideration Parent Common Stock pursuant to Section 2.61.6, (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, Agent and shall be in such customary form and have such other provisions as Parent and/or the Exchange Agent may reasonably specify), ) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the applicable portion certificates representing shares of the Merger ConsiderationParent Common Stock. Upon surrender of Certificates a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may reasonably be required by Parent or the Exchange Agent (including any required Internal Revenue Service Form W-9 or Form W-8, or any Tax forms required under any other applicable law), the holders holder of such Certificates Certificate shall be entitled to receive in exchange therefor a check or wire transfer of immediately available funds in the amount of U.S. dollars certificate representing the applicable portion number of whole shares of Parent Common Stock into which the Merger Consideration that shares represented by the surrendered Certificate shall have been converted at the Effective Time pursuant to this Article I, payment in lieu of fractional shares which such holders have holder has the right to receive pursuant to Section 2.61.6 and certain dividends and other distributions in accordance with Section 1.8(d), and the Certificates Certificate so surrendered shall forthwith be cancelledcanceled. Until so surrendered, each outstanding Certificates certificate that, prior to the Effective Time, represented a share of Company Capital Stock will be deemed from and after the Effective Time, for all corporate purposes, other than the payment of dividends or other distributions, to evidence only the ownership of the number of full shares of Parent Common Stock into which such shares of Company Capital Stock shall have been so converted and the right to receive upon surrender thereof the applicable portion an amount in cash in lieu of the Merger Consideration that the holders thereof have the right to receive pursuant to issuance of any fractional shares in accordance with Section 2.6. No interest will be paid or accrued on any cash payable to holders of Certificates pursuant to this Agreement. In the event of a transfer of ownership of Company Ordinary Share that is not registered in the transfer records of the Company, the applicable portion of the Merger Consideration that the holder thereof has the right to receive pursuant to Section 2.6 may be paid to a transferee if the Certificate representing such Company Ordinary Shares is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer Taxes have been paid. With respect to any Company Ordinary Shares held in uncertificated form (“Book-Entry Shares”), Parent shall cause the Exchange Agent to mail or otherwise deliver to each holder of Book-Entry Shares (x) materials advising such holder of the effectiveness of the Merger and the conversion of each of such holder’s Company Ordinary Shares into the Per Share Merger Consideration pursuant to the terms of this Agreement upon the completion of the Merger, and (y) a check, deposit or wire transfer of immediately available funds (in Parent’s and Exchange Agent’s discretion) in the amount of the aggregate Per Share Merger Consideration payable to such holder with respect to such holder’s Company Ordinary Shares, in each case without any action by such holders1.6.

Exchange Procedures. Promptly following (a) Franklin shall use its best efforts to cause the Exchange Agent, within five business days after the Effective Time (and in any event not later than the third (3rd) Business Day thereafter)Time, Parent shall instruct the Exchange Agent to mail to each holder of record of certificates or instruments evidencing the Company Ordinary Shares that were outstanding immediately prior to the Effective Time (collectively, the “Certificates”) and which Seller Common Stock whose shares were converted into the right to receive the applicable portion of the Merger Consideration pursuant to Section 2.6, 2.1: (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates Seller Stock Certificate(s) shall pass, only upon proper delivery of the Certificates certificate or certificates (the "SELLER STOCK CERTIFICATES") which immediately prior to the Exchange AgentEffective Time represented outstanding shares of the Seller Common Stock (or affidavits of loss in lieu of such certificates) (the "LETTER OF TRANSMITTAL") to the person authorized to act as exchange agent under this Agreement, which person shall be designated by Franklin and reasonably acceptable to Seller (the "EXCHANGE AGENT"), and shall be in such form and have such other provisions as Parent and/or Franklin or the Exchange Agent may reasonably specify), ) and (ii) instructions for use in effecting surrendering the surrender of the Certificates Seller Stock Certificate(s) in exchange for the applicable portion of the Merger Consideration. Upon Consideration to be paid in consideration therefor upon surrender of Certificates for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed Seller Stock Certificate(s) in accordance with the instructions thereto, and such other documents as may reasonably be required by Parent or the Exchange Agent this Article II. (including b) If any required Internal Revenue Service Form W-9 or Form W-8, or any Tax forms required under any other applicable law), the holders of such Certificates shall be entitled to receive in exchange therefor a check or wire transfer of immediately available funds in the amount of U.S. dollars representing the applicable portion of the Merger Consideration is to be paid to a person other than the person in whose name a Seller Stock Certificate so surrendered is registered, it shall be a condition to such payment that such Seller Stock Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment shall pay to the Exchange Agent any transfer or other similar Taxes (as defined in Section 3.7(c)) required as a result of such payment to a person other than the registered holder of such Seller Stock Certificate, or establish to the reasonable satisfaction of the Exchange Agent that such Tax has been paid or is not payable. Franklin or the Exchange Agent shall be entitled to deduct and withhold from the Merger Consideration otherwise payable pursuant to this Agreement to any holder of the Seller Common Stock such amounts as Franklin or the Exchange Agent is required to deduct and withhold under the Code, or any provision of state, local or foreign Tax law, with respect to the making of such payment. To the extent the amounts are so withheld by Franklin or the Exchange Agent, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of shares of the Seller Common Stock in respect of whom such deduction and withholding was made by Franklin or the Exchange Agent. (c) After the Effective Time there shall be no further registration or transfers of shares of the Seller Common Stock. If after the Effective Time, the Seller Stock Certificates are presented to the Surviving Corporation, they shall be cancelled and exchanged for the Merger Consideration in accordance with the procedures set forth in this Article II. (d) At any time following the six-month anniversary of the Effective Time, Franklin shall be entitled to require the Exchange Agent to deliver to it any remaining portion of the Merger Consideration not distributed to holders of shares of the Seller Common Stock that was deposited with the Exchange Agent at the Effective Time (the "EXCHANGE FUND") (including any interest received with respect thereto and other income resulting from investments by the Exchange Agent, as directed by Franklin), and holders shall be entitled to look only to Franklin (subject to abandoned property, escheat or other similar laws) with respect to the Merger Consideration, without any interest thereon. Notwithstanding the foregoing, neither Franklin nor the Exchange Agent shall be liable to any holder of a Seller Stock Certificate for Merger Consideration delivered to a public official pursuant to any applicable abandoned property, escheat or similar law. (e) In the event any of the Seller Stock Certificates shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Seller Stock Certificate(s) to be lost, stolen or destroyed and, if required by Franklin or the Exchange Agent, the posting by such person of a bond in such sum as either of them may reasonably direct as indemnity against any claim that may be made against it or the Surviving Corporation with respect to such Seller Stock Certificate(s), the Exchange Agent will issue the Merger Consideration deliverable in respect of the shares of Seller Common Stock represented by such lost, stolen or destroyed Seller Stock Certificates. (f) Franklin shall have the right to make all determinations, consistent with the terms of this Agreement, governing the method of payment of cash for shares of the Seller Common Stock converted into the right to receive pursuant the Merger Consideration. (g) At the Effective Time, Franklin will deposit with the Exchange Agent an amount of cash sufficient to Section 2.6pay the aggregate Merger Consideration to be issued and paid in accordance with the terms of Article II in exchange for outstanding shares of Seller Common Stock. Franklin shall instruct the Exchange Agent to timely pay the Merger Consideration. (h) Upon surrender to the Exchange Agent of Seller Stock Certificate(s), and accompanied by a properly completed Letter of Transmittal, a holder of the Certificates so surrendered shall forthwith Seller Common Stock will be cancelledentitled to receive promptly after the Effective Time the Merger Consideration in respect of the shares of the Seller Common Stock represented by such Seller Stock Certificate(s). Until so surrendered, outstanding Certificates will be deemed from and each such Seller Stock Certificate shall represent after the Effective Time, for all corporate purposes, to evidence only the right to receive upon surrender thereof the applicable portion of the Merger Consideration that the holders thereof have the right to receive pursuant to Section 2.6. No interest will be paid or accrued on any cash payable to holders of Certificates pursuant to this Agreement. In the event of a transfer of ownership of Company Ordinary Share that is not registered in the transfer records of the Company, the applicable portion of the Merger Consideration that the holder thereof has the right to receive pursuant to Section 2.6 may be paid to a transferee if the Certificate representing such Company Ordinary Shares is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer Taxes have been paid. With respect to any Company Ordinary Shares held in uncertificated form (“Book-Entry Shares”), Parent shall cause the Exchange Agent to mail or otherwise deliver to each holder of Book-Entry Shares (x) materials advising such holder of the effectiveness of the Merger and the conversion of each of such holder’s Company Ordinary Shares into the Per Share Merger Consideration pursuant to the terms of this Agreement upon the completion of the Merger, and (y) a check, deposit or wire transfer of immediately available funds (in Parent’s and Exchange Agent’s discretion) in the amount of the aggregate Per Share Merger Consideration payable to such holder with respect to such holder’s Company Ordinary Shares, in each case without any action by such holdersConsideration.

Exchange Procedures. Promptly following (a) At or prior to the Effective Time, the Acquiror shall deposit, or shall cause to be deposited, with an exchange agent appointed prior to the Effective Time by the Acquiror (and in any event not later than the third (3rd) Business Day thereafter"Exchange Agent"), Parent as agent for the benefit of the holders of certificates formerly representing shares of Company Common Stock ("Old Certificates"), for exchange in accordance with this Article III, certificates representing the shares of Acquiror Common Stock ("New Certificates") and an estimated amount of cash (such cash and New Certificates, together with any dividends or distributions with a record date occurring after the Effective Date with respect thereto (without any interest on any such cash, dividends or distributions), being hereinafter referred to as the "Exchange Fund") to be issued as Consideration. (b) As promptly as practicable after the Effective Date, the Surviving Corporation shall instruct the Exchange Agent send or cause to mail be sent to each former holder of record of certificates or instruments evidencing the shares (other than Treasury Stock) of Company Ordinary Shares that were outstanding Common Stock immediately prior to the Effective Time transmittal materials for use in exchanging such stockholder's Old Certificates for Merger Consideration. The Surviving Corporation shall cause the New Certificates into which shares of a stockholder's Company Common Stock are converted on the Effective Date and/or any check in respect of any fractional share interests or dividends or distributions which such person shall be entitled to receive to be delivered to such stockholder upon delivery to the Exchange Agent of Old Certificates representing such shares of Company Common Stock (collectivelyor indemnity satisfactory to the Surviving Corporation and the Exchange Agent, if any of such certificates are lost, stolen or destroyed) owned by such stockholder; provided that New Certificates and/or any such check shall not be issued to any Company Affiliate unless and until such Company Affiliate has delivered an agreement pursuant to Section 6.07. No interest will be paid on any Consideration, including cash to be paid in lieu of fractional share interests, or in respect of dividends or distributions which any such person shall be entitled to receive pursuant to this Article II upon such delivery. (c) Notwithstanding the “Certificates”foregoing, neither the Exchange Agent nor any party hereto shall be liable to any former holder of Company Stock for any amount properly delivered to a public official pursuant to applicable abandoned property, escheat or similar laws. (d) and which were No dividends or other distributions on Acquiror Common Stock with a record date occurring after the Effective Time shall be paid to the holder of any unsurrendered Old Certificate representing shares of Company Common Stock converted in the Merger into the right to receive the applicable portion of the Merger Consideration pursuant to Section 2.6, (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 shall be in such form and have such other provisions as Parent and/or the Exchange Agent may reasonably specify), and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the applicable portion of the Merger Consideration. Upon surrender of Certificates for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may reasonably be required by Parent or the Exchange Agent (including any required Internal Revenue Service Form W-9 or Form W-8, or any Tax forms required under any other applicable law), the holders shares of such Certificates Acquiror Common Stock until the holder thereof shall be entitled to receive New Certificates in exchange therefor a check or wire transfer in accordance with this Article III, and no such shares of immediately available funds in Company Common Stock shall be eligible to vote until the amount holder of U.S. dollars representing the applicable portion of the Merger Consideration that such holders have the right Old Certificates is entitled to receive pursuant New Certificates in accordance with this Article III. After becoming so entitled in accordance with this Article III, the record holder thereof also shall be entitled to Section 2.6receive any such dividends or other distributions, and the Certificates so surrendered shall forthwith be cancelled. Until so surrenderedwithout any interest thereon, outstanding Certificates will be deemed from and after the Effective Time, for all corporate purposes, which theretofore had become payable with respect to evidence only shares of Acquiror Common Stock such holder had the right to receive upon surrender thereof of the applicable Old Certificate. (e) Any portion of the Merger Consideration Exchange Fund that remains unclaimed by the holders thereof stockholders of the Company for six months after the Effective Time shall be returned to the Acquiror. Any stockholders of the Company who have not theretofore complied with this Article III shall thereafter look only to the right to receive pursuant to Section 2.6. No interest will be paid or accrued Acquiror for payment of the shares of Acquiror Common Stock, cash in lieu of any fractional shares and unpaid dividends and distributions on any cash payable to holders the Acquiror Common Stock deliverable in respect of Certificates each share of Company Common Stock such stockholder holds as determined pursuant to this Agreement. In the event of a transfer of ownership of Company Ordinary Share that is not registered in the transfer records of the Company, the applicable portion of the Merger Consideration that the holder thereof has the right to receive pursuant to Section 2.6 may be paid to a transferee if the Certificate representing such Company Ordinary Shares is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer Taxes have been paid. With respect to any Company Ordinary Shares held in uncertificated form (“Book-Entry Shares”), Parent shall cause the Exchange Agent to mail or otherwise deliver to each holder of Book-Entry Shares (x) materials advising such holder of the effectiveness of the Merger and the conversion of each of such holder’s Company Ordinary Shares into the Per Share Merger Consideration pursuant to the terms of this Agreement upon the completion of the Merger, and (y) a check, deposit or wire transfer of immediately available funds (in Parent’s and Exchange Agent’s discretion) in the amount of the aggregate Per Share Merger Consideration payable to such holder with respect to such holder’s Company Ordinary Shares, in each case case, without any action by such holdersinterest thereon.

Exchange Procedures. Promptly following (i) At the Effective Time Time, each holder of an LLC Interest shall deliver to the Exchange Agent, or to such other agent or agents (and in any event not later than the third including Holdings) as may be appointed by Holdings, (3rdA) Business Day thereafter), Parent shall instruct documentation reasonably satisfactory to the Exchange Agent or Holdings evidencing the transfer of the LLC Interests to Holdings (the "Transfer Documents"), which Transfer Documents shall include, to the extent previously issued by Earlychildhood, certificates evidencing the LLC Interests (the "LLC Certificates") and (B) instructions for effecting the exchange of such LLC Interests for certificates evidencing shares of Holdings Common Stock (plus cash in lieu of fractional shares, if any, of Holdings Common Stock as provided below) in accordance with Section 2.1. Upon delivery of the Transfer Documents, duly endorsed, to the Exchange Agent or to such other agent or agents (including Holdings) as may be appointed by Holdings, such holders of LLC Interests shall be entitled to receive in exchange therefor, certificates representing the number of whole shares of Holdings Common Stock which such holder has the right to receive pursuant to the provisions of this Article II and any cash in lieu of fractional shares, if any, of Holdings Common Stock. (ii) As soon as reasonably practicable after the Effective Time, the Exchange Agent shall mail to each holder of record of a certificate or certificates or instruments evidencing the Company Ordinary Shares that were outstanding which immediately prior to the Effective Time represented outstanding shares of SmarterKids Common Stock (collectivelythe "SmarterKids Certificates" and, together with the LLC Certificates, the “"Certificates”") and which whose shares were converted pursuant to Section 2.2 into the right to receive the applicable portion shares of the Merger Consideration pursuant to Section 2.6Holdings Common Stock, (iA) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the SmarterKids Certificates shall pass, only upon proper delivery of the SmarterKids Certificates to the Exchange Agent, Agent and shall be in such form and have such other provisions as Parent and/or the Exchange Agent Earlychildhood and SmarterKids may reasonably specify), and (iiB) instructions for use in effecting the surrender of the SmarterKids Certificates in exchange for the applicable portion certificates representing shares of the Merger ConsiderationHoldings Common Stock (plus cash in lieu of fractional shares, if any, of Holdings Common Stock as provided below). Upon surrender of Certificates a SmarterKids Certificate for cancellation to the Exchange Agent or to such other agent or agents (including Holdings) as may be appointed by ParentHoldings, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may reasonably be required by Parent or the Exchange Agent (including any required Internal Revenue Service Form W-9 or Form W-8, or any Tax forms required under any other applicable law)executed, the holders holder of such Certificates SmarterKids Certificate shall be entitled to receive in exchange therefor a check or wire transfer certificate representing that number of immediately available funds in the amount whole shares of U.S. dollars representing the applicable portion of the Merger Consideration that Holdings Common Stock which such holders have holder has the right to receive pursuant to Section 2.6the provisions of this Article II, and any cash in lieu of fractional shares, if any, of Holdings Common Stock, and the Certificates SmarterKids Certificate so surrendered shall forthwith immediately be cancelled. Until so surrendered, outstanding Certificates will be deemed from and after the Effective Time, for all corporate purposes, to evidence only the right to receive upon surrender thereof the applicable portion of the Merger Consideration that the holders thereof have the right to receive pursuant to Section 2.6. No interest will be paid or accrued on any cash payable to holders of Certificates pursuant to this Agreement. canceled. (iii) In the event of a transfer of ownership of Company Ordinary Share that LLC Interests or SmarterKids Common Stock prior to the Effective Time which is not registered in the transfer records of Earlychildhood or SmarterKids, respectively, a certificate representing the Company, the applicable portion proper number of the Merger Consideration that the holder thereof has the right to receive pursuant to Section 2.6 shares of Holdings Common Stock may be paid issued to a transferee if the Transfer Documents for such LLC Interests or the SmarterKids Certificate representing such Company Ordinary Shares SmarterKids Common Stock, as applicable, is presented to the Exchange Agent, or such other agent or agents as may be appointed by Holdings (including Holdings), accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer Taxes taxes have been paid. With respect . (iv) Immediately after the Effective Time, (A) all LLC Interests shall have been delivered (or, in the absence of certificated LLC Interests, shall be deemed to any Company Ordinary Shares held in uncertificated form (“Book-Entry Shares”), Parent shall cause have been delivered) to the Exchange Agent (or to mail such other agent or otherwise deliver agents (including Holdings) as may be appointed by Holdings, and exchanged for shares of Holdings Common Stock in accordance with the provisions set forth in subsection (i) above and (B) each outstanding SmarterKids Certificate which theretofore represented shares of SmarterKids Common Stock shall represent only the right to each holder receive shares of Book-Entry Shares (x) materials advising such holder of the effectiveness of the Merger and the conversion of each of such holder’s Company Ordinary Shares into the Per Share Merger Consideration Holdings Common Stock pursuant to the terms of this Agreement upon the completion hereof and shall not be deemed to evidence ownership of the Mergernumber of shares of Holdings Common Stock into which such shares of SmarterKids Common Stock would be or were, and (y) a checkas the case may be, deposit or wire transfer of immediately available funds (converted until the SmarterKids Certificate therefor shall have been surrendered in Parent’s and Exchange Agent’s discretion) in the amount of the aggregate Per Share Merger Consideration payable to such holder accordance with respect to such holder’s Company Ordinary Shares, in each case without any action by such holdersthis Section 2.5.

Exchange Procedures. Promptly following (a) On the Closing Date, Parent shall make available to the Exchange Agent, for exchange in accordance with this Section 3.3, the Merger Consideration (including cash in an aggregate amount sufficient for payment in lieu of fractional shares of Parent Common Stock to which holders of PLMT Common Stock may be entitled pursuant to Section 3.7); provided that as of the Effective Time the Parent shall deliver to the Exchange Agent evidence of shares, in book entry form, representing the number of shares of Parent Common Stock issuable to the holders of PLMT Common Stock as part of the Merger Consideration. In addition, Parent shall make available to the Exchange Agent, as necessary from time to time at or after the Effective Time, any dividends or other distributions payable pursuant to Section 3.3(f). All Merger Consideration (including cash in an aggregate amount sufficient for payment in lieu of fractional shares of Parent Common Stock to which holders of PLMT Common Stock may be entitled pursuant to Section 3.7) and dividends and distributions made available to the Exchange Agent pursuant to this Section 3.3(a) shall hereinafter be referred to as the “Exchange Fund.” In the event the cash in any event not later than the third Exchange Fund shall be insufficient to fully satisfy all of the payment obligations to be made by the Exchange Agent hereunder (3rd) Business Day thereafterincluding pursuant to Section 3.7), Parent shall instruct promptly make available to the Exchange Agent the amounts so required to satisfy such payment obligations in full. The Exchange Agent shall deliver the Merger Consideration and cash in lieu of any fractional shares of Parent Common Stock out of the Exchange Fund. Except as contemplated by this Section 3.3, the Exchange Fund will not be used for any other purpose. (b) Unless different timing is agreed to by Parent and PLMT, as soon as reasonably practicable after the Effective Time, but in any event no more than five business days after the Effective Time, Parent shall cause the Exchange Agent to mail to the former shareholders of PLMT appropriate transmittal materials. The letter of transmittal shall provide instructions for the submission of Certificates representing, immediately prior to the Effective Time, shares of PLMT Common Stock (or an indemnity satisfactory to PLMT, Parent and Exchange Agent, if any of such Certificates are lost, stolen, or destroyed) to each holder of record of certificates or instruments evidencing the Company Ordinary Shares that were outstanding immediately prior to the Effective Time (collectively, the “Certificates”) and which were shares of PLMT Common Stock converted into the right to receive the applicable portion of the Merger Consideration pursuant to Section 2.6, (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 shall be in such form and have such other provisions as Parent and/or the Exchange Agent may reasonably specify), and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the applicable portion of the Merger Consideration. Upon surrender of Certificates for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may reasonably be required by Parent or the Exchange Agent (including any required Internal Revenue Service Form W-9 or Form W-8, or any Tax forms required under any other applicable law), the holders of such Certificates shall be entitled to receive in exchange therefor a check or wire transfer of immediately available funds in the amount of U.S. dollars representing the applicable portion of the Merger Consideration that such holders have the right to receive pursuant to Section 2.6, and the Certificates so surrendered shall forthwith be cancelled. Until so surrendered, outstanding Certificates will be deemed from and after at the Effective Time, for all corporate purposes, to evidence only the right to receive upon surrender thereof the applicable portion of the Merger Consideration that the holders thereof have the right to receive pursuant to Section 2.6. No interest will be paid or accrued on any cash payable to holders of Certificates pursuant to this Agreement. In the event of a transfer of ownership of Company Ordinary Share shares of PLMT Common Stock represented by one or more Certificates that is are not registered in the transfer records of the CompanyPLMT, the applicable portion of the Merger Consideration that the holder thereof has the right to receive pursuant to Section 2.6 Per Share Purchase Price payable for such shares as provided in Sections 3.1 and 3.2 may be paid issued to a transferee if the Certificate or Certificates representing such Company Ordinary Shares is presented shares are delivered to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence reasonably satisfactory to the Exchange Agent that such transfer is proper and that any applicable stock transfer Taxes taxes have been paid. With In the event any certificate representing PLMT Common Stock certificate shall have been lost, mutilated, stolen, or destroyed, upon the making of an affidavit of that fact by the person claiming such certificate to be lost, mutilated, stolen, or destroyed and the posting by such person of a bond in such amount as Parent may reasonably direct as indemnity against any claim that may be made against it with respect to such certificate, the Exchange Agent shall issue in exchange for such lost, mutilated, stolen, or destroyed certificate the Per Share Purchase Price as provided for in Sections 3.1 and 3.2 (together with any Company Ordinary Shares held unpaid dividends or distributions with respect thereto). The Exchange Agent may establish such other reasonable and customary rules and procedures in uncertificated form connection with its duties as it may deem appropriate. Parent shall pay all charges and expenses, including those of the Exchange Agent in connection with the distribution of the Per Share Purchase Price as provided in Sections 3.1 and 3.2. Parent or its Exchange Agent will maintain a book entry list of Parent Common Stock to which each former holder of PLMT Common Stock is entitled. (“Book-Entry c) After the Effective Time, each holder of shares of PLMT Common Stock (other than Extinguished Shares”) issued and outstanding at the Effective Time shall surrender the Certificate or Certificates representing such shares to the Exchange Agent and shall promptly (and in any event within five business days) upon surrender thereof (or an indemnity satisfactory to PLMT, Parent and Exchange Agent, if any of such certificates are lost, stolen, or destroyed) receive in exchange therefor the consideration provided in Sections 3.1 and 3.2 (and any unpaid dividends or distributions thereon), without interest, pursuant to this Section 3.3. The Certificate or Certificates of PLMT Common Stock so surrendered shall be duly endorsed as the Exchange Agent may reasonably require. Parent shall cause not be obligated to deliver the consideration to which any former holder of PLMT Common Stock is entitled as a result of the Merger until such holder surrenders such holder’s Certificate or Certificates for exchange (or an indemnity satisfactory to PLMT, Parent and Exchange Agent, if any of such Certificates are lost, stolen, or destroyed) as provided in this Section 3.3. Any other provision of this Agreement notwithstanding, neither any Parent Entity, nor any PLMT Entity, nor the Exchange Agent shall be liable to any holder of PLMT Common Stock for any amounts paid or properly delivered in good faith to a public official pursuant to any applicable abandoned property, escheat, or similar Law. (d) Each of Parent and the Exchange Agent shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any holder of shares of PLMT Common Stock and PLMT Options such amounts, if any, as it is required to deduct and withhold with respect to the making of such payment under the Code or any provision of state, local, or foreign Tax Law or by any Taxing Authority or Governmental Authority. To the extent that any amounts are so withheld by Parent, the Surviving Corporation, or the Exchange Agent, as the case may be, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the shares of PLMT Common Stock, as applicable in respect of which such deduction and withholding was made by Parent, the Surviving Corporation, or the Exchange Agent, as the case may be. (e) Any portion of the Merger Consideration and cash delivered to the Exchange Agent by Parent pursuant to Section 3.3(a) that remains unclaimed by the holder of shares of PLMT Common Stock for one year after the Effective Time (as well as any proceeds from any investment thereof) shall be delivered by the Exchange Agent to mail or otherwise deliver to each Parent. Any holder of Book-Entry Shares (xshares of PLMT Common Stock who have not theretofore complied with Section 3.3(c) materials advising shall thereafter look only to Parent for the consideration and any unpaid dividends or distributions deliverable in respect of each share of PLMT Common Stock such holder holds as determined pursuant to this Agreement without any interest thereon. (f) No dividends or other distributions with respect to Parent Common Stock shall be paid to the holder of any unsurrendered Certificate that immediately prior to the effectiveness Effective Time represented shares of PLMT Common Stock with respect to the Merger shares, if any, of Parent Common Stock represented thereby, in each case unless and until the conversion of each surrender of such holder’s Company Ordinary Shares into the Per Share Merger Consideration pursuant Certificate (or an indemnity satisfactory to the terms of this Agreement upon the completion of the MergerPLMT, and (y) a check, deposit or wire transfer of immediately available funds (in Parent’s Parent and Exchange Agent’s discretion, if any of such Certificates are lost, stolen, or destroyed) in accordance with this Section 3.3. Subject to the effect of applicable abandoned property, escheat or similar Laws, following surrender of any such Certificate in accordance with this Section 3.3, the holder thereof shall be entitled to receive, without interest, (i) the amount of dividends or other distributions with a record date after the aggregate Per Share Merger Consideration Effective Time theretofore payable with respect to the whole shares of Parent Common Stock represented by such holder Certificate and not paid and/or (ii) at the appropriate payment date, the amount of dividends or other distributions payable with respect to whole shares of Parent Common Stock represented by such Certificate with a record date after the Effective Time (but before such surrender date) and with a payment date subsequent to the issuance of the Parent Common Stock issuable with respect to such holder’s Company Ordinary Shares, in each case without any action Certificate. (g) Adoption of this Agreement by such holdersthe shareholders of PLMT shall constitute ratification of the appointment of the Exchange Agent.

Exchange Procedures. Promptly following after the Effective Time (and in any event not later than Time, the third (3rd) Business Day thereafter), Parent Surviving Corporation shall instruct cause the Exchange Paying Agent to mail or deliver to each Person (as hereinafter defined) who was, at the Effective Time, a holder of record of certificates or instruments evidencing the Company Ordinary Shares that were outstanding immediately prior to the Effective Time (collectively, the “Certificates”) Common Stock and which were whose shares are being converted into the right to receive the applicable portion of the Merger Consideration pursuant to Section 2.6, (i2.1(c) 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, Paying Agent and shall otherwise be in such a form and have such other provisions as Parent and/or the Exchange Agent Surviving Corporation may reasonably specify), and (ii) containing instructions for use in effecting by holders of Company Common Stock to effect the surrender exchange of the Certificates in exchange their shares of Company Common Stock for the applicable portion Merger Consideration as provided herein. As soon as reasonably practicable after the Effective Time, each holder of the Merger Consideration. Upon an outstanding Certificate or Certificates shall, upon surrender of Certificates for cancellation to the Exchange Paying Agent of such Certificate or to such other agent or agents as may be appointed by Parent, together with Certificates and such letter of transmittal, transmittal duly executed and completed and validly executed in accordance with the instructions thereto, and thereto (together with such other documents as the Paying Agent may reasonably be required request) and acceptance thereof by Parent or the Exchange Paying Agent (including or, if such shares are held in book-entry or other uncertificated form, upon the entry through a book-entry transfer agent of the surrender of such shares of Company Common Stock on a book-entry account statement (it being understood that any required Internal Revenue Service Form W-9 or Form W-8, or any Tax forms required under any other applicable lawreferences herein to "Certificates" shall be deemed to include references to book-entry account statements relating to the ownership of shares of Company Common Stock)), the holders of such Certificates shall be entitled to receive in exchange therefor a check or wire transfer of immediately available funds in the an amount of U.S. dollars representing cash (payable by check) equal to the applicable portion product of the Merger Consideration per share multiplied by the number of shares of Company Common Stock represented by such Certificate or Certificates. The Paying Agent shall accept such Certificates upon compliance with such reasonable terms and conditions as the Paying Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. If cash is to be remitted to a Person other than the Person in whose name the Certificate surrendered for exchange is registered, it shall be a condition of such exchange that such holders have the right to receive pursuant to Section 2.6, and the Certificates Certificate so surrendered shall forthwith be cancelled. Until properly endorsed, with signature guaranteed, or otherwise in proper form for transfer and that the Person requesting such exchange shall pay to the Paying Agent any transfer or other taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of the Certificate so surrendered, outstanding Certificates will be deemed from and or shall establish to the satisfaction of the Surviving Corporation that such tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 2.2(b), at any time after the Effective Time, for all corporate purposes, each Certificate shall be deemed to evidence represent only the right to receive upon surrender thereof the applicable portion product of the Merger Consideration that per share multiplied by the holders thereof have the right to receive pursuant to number of shares of Company Common Stock represented by such Certificate upon such surrender as contemplated by Section 2.62.1. No interest will be paid or accrued will accrue on any cash payable to holders of Certificates pursuant to this Agreement. In the event of a transfer of ownership of Company Ordinary Share that is not registered in the transfer records of the Company, the applicable portion of the as Merger Consideration that the holder thereof has the right to receive pursuant to Section 2.6 may be paid to a transferee if the Certificate representing such Company Ordinary Shares is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer Taxes have been paid. With respect to any Company Ordinary Shares held in uncertificated form (“Book-Entry Shares”), Parent shall cause the Exchange Agent to mail or otherwise deliver to each holder of Book-Entry Shares (x) materials advising such holder of the effectiveness of the Merger and the conversion of each of such holder’s Company Ordinary Shares into the Per Share Merger Consideration pursuant to the terms of this Agreement upon the completion of the Merger, and (y) a check, deposit or wire transfer of immediately available funds (in Parent’s and Exchange Agent’s discretion) in the amount of the aggregate Per Share Merger Consideration payable to such holder with respect to such holder’s Company Ordinary Shares, in each case without any action by such holdersConsideration.

Exchange Procedures. Promptly following (a) As of the Effective Time Time, Holding Company shall deposit, or cause to be deposited, with Wachovia Bank, National Association or, in the event Wachovia Bank, National Association is unwilling or unable to serve as the exchange agent, such other commercial bank or trust company of recognized standing reasonably acceptable to CIMA and aaiPharma (and in any event not later than such capacity, the third (3rd) Business Day thereafter"Exchange Agent"), Parent for the respective benefit of the holders of the aaiPharma Certificates and the CIMA Certificates, for exchange, in accordance with this Article III, through the Exchange Agent, certificates representing the HoldCo Common Stock issuable to the respective holders of aaiPharma Certificates and CIMA Certificates and cash payable pursuant to Section 3.08. Holding Company agrees to make available, or cause to be made available, to the Exchange Agent, from time to time as needed, cash sufficient to pay any dividends and other distributions pursuant to Section 3.06. Any cash and certificates representing HoldCo Common Stock deposited with the Exchange Agent shall instruct hereinafter be referred to as the "Exchange Fund." The Exchange Agent shall, pursuant to irrevocable instructions, deliver out of the Exchange Fund the aaiPharma Merger Consideration contemplated to be paid for shares of aaiPharma Common Stock pursuant to this Agreement and the CIMA Merger Consideration contemplated to be paid for shares of CIMA Common Stock pursuant to this Agreement. Except as contemplated by Sections 3.06 and 3.08, the Exchange Fund shall not be used for any other purpose. (b) Promptly after the Effective Time, Holding Company shall cause the Exchange Agent to mail to each holder of record of certificates a aaiPharma Certificate or instruments evidencing the Company Ordinary Shares that were outstanding immediately prior to the Effective Time a CIMA Certificate (collectively, the “"Certificates”") and which were converted into the right to receive the applicable portion of the Merger Consideration pursuant to Section 2.6, (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 letter shall be in such customary form and have such other provisions as Parent and/or the Exchange Agent Holding Company may reasonably specify), specify (such letter to be reasonably acceptable to CIMA and aaiPharma prior to the Effective Time) and (ii) instructions for use in effecting the surrender of the such Certificates in exchange for the applicable portion of the aaiPharma Merger Consideration or CIMA Merger Consideration. Upon surrender of Certificates for cancellation a Certificate to the Exchange Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly executed and completed and validly executed in accordance with the instructions thereto, and such other documents as may reasonably be required by Parent or the Exchange Agent (including any required Internal Revenue Service Form W-9 or Form W-8, or any Tax forms required under any other applicable law)Agent, the holders holder of such Certificates Certificate shall be entitled to receive in exchange therefor a check (A) one or wire transfer more shares of immediately available funds HoldCo Common Stock representing, in the amount aggregate, the number of U.S. dollars representing the applicable portion of the Merger Consideration whole shares that such holders have holder has the right to receive pursuant to Section 2.6, this Article III (after taking into account all shares of aaiPharma Common Stock and the Certificates so surrendered shall forthwith be cancelled. Until so surrendered, outstanding Certificates will be deemed from and after CIMA Common Stock held by such holder as of the Effective Time, for all corporate purposes, ) and (B) a check in the amount equal to evidence only the right to receive upon surrender thereof the applicable portion of the Merger Consideration cash that the holders thereof have such holder has the right to receive pursuant to the provisions of this Article III, consisting of cash in lieu of any fractional shares of HoldCo Common Stock pursuant to Section 2.63.08 and any dividends or other distributions to which such holder is entitled pursuant to Section 3.06. No interest will be paid or accrued will accrue on any cash payable to holders of Certificates or other consideration deliverable pursuant to this AgreementArticle III. In the event of a transfer of ownership of Company Ordinary Share that aaiPharma Common Stock or CIMA Common Stock which is not registered in the transfer records of aaiPharma or CIMA, as applicable, one or more certificates of HoldCo Common Stock evidencing, in the Companyaggregate, the applicable portion proper number of shares of HoldCo Common Stock and a check in the Merger Consideration that the holder thereof has the right to receive proper amount of cash in lieu of any fractional shares of HoldCo Common Stock pursuant to Section 2.6 3.08 and any dividends or other distributions to which such holder is entitled pursuant to Section 3.06, may be paid issued with respect to such aaiPharma Common Stock or CIMA Common Stock, as applicable, to such a transferee if the Certificate Certificates formerly representing such Company Ordinary Shares is shares of aaiPharma Common Stock or CIMA Common Stock, as applicable, are presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by to evidence that any applicable stock transfer Taxes taxes have been paid. With respect to any Company Ordinary Shares held in uncertificated form (“Book-Entry Shares”Until surrendered as contemplated by this Section 3.05(b), Parent (1) each aaiPharma Certificate shall cause be deemed at any time after the Exchange Agent Effective Time to mail or otherwise deliver represent only the right to each holder of Book-Entry Shares (x) materials advising receive upon such holder of surrender the effectiveness of the Merger and the conversion of each of such holder’s Company Ordinary Shares into the Per Share Merger Consideration pursuant to the terms of this Agreement upon the completion of the Merger, and (y) a check, deposit or wire transfer of immediately available funds (in Parent’s and Exchange Agent’s discretion) in the amount of the aggregate Per Share aaiPharma Merger Consideration payable in respect of the shares of aaiPharma Common Stock formerly represented by such aaiPharma Certificate, and any dividends or other distributions to which such holder with is entitled pursuant to Section 3.06 and (2) each CIMA Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the CIMA Merger Consideration payable in respect to such holder’s Company Ordinary Shares, in each case without any action of the shares of CIMA Common Stock formerly represented by such holdersCIMA Certificate, and any dividends or other distributions to which such holder is entitled pursuant to Section 3.06.

Exchange Procedures. Promptly following As promptly as reasonably practicable after the Effective Time (and in any event not later than the third (3rd) Business Day thereafter)Time, Parent shall instruct cause the Exchange Agent to mail to each holder of record of certificates or instruments evidencing the a Company Ordinary Shares that were outstanding Certificate immediately prior to the Effective Time (collectively, the “Certificates”other than Company Certificates representing Dissenting Shares) that has not timely submitted a properly completed and which were converted into the right to receive the applicable portion executed Form of Election accompanied by an appropriately endorsed Certificate or Certificates representing all of the Merger Consideration pursuant to Section 2.6shares of Company Common Stock owned by that stockholder (or, alternatively, by an appropriate guarantee of delivery) (ia) a letter of transmittal (which the "Letter of Transmittal") that shall specify that delivery shall be effected, and risk of loss and title to the Company Certificates shall pass, only upon proper delivery of the Company Certificates to the Exchange Agent, and which Letter of Transmittal shall be in such customary form and have such other provisions as Parent and/or the Exchange Agent or Company may reasonably specify), specify (such letter to be reasonably acceptable to Company and Parent prior to the Effective Time) and (iib) instructions for use in effecting the surrender of the such Company Certificates in exchange for the applicable portion of the Merger Consideration, together with any dividends and other distributions with respect thereto and any cash in lieu of fractional shares. Upon surrender of Certificates for cancellation a Company Certificate to the Exchange Agent or to such other agent or agents as may be appointed by Parent, together with such letter Letter of transmittalTransmittal or the Form of Election pursuant to Section 3.1(e), duly executed and completed and validly executed in accordance with the instructions thereto, and such other documents as may reasonably be required by Parent or the Exchange Agent (including any required Internal Revenue Service Form W-9 or Form W-8, or any Tax forms required under any other applicable law)Agent, the holders holder of such Certificates Company Certificate shall be entitled to receive in exchange therefor (i) shares of Parent Common Stock (which shall be in uncertificated book-entry form, unless a check physical certificate is requested by such holder or wire transfer of immediately available funds is otherwise required by applicable law or regulation) representing, in the amount aggregate, the whole number of U.S. dollars representing the applicable portion of the Merger Consideration shares that such holders have holder has the right to receive pursuant to Section 2.63.1(b) (after taking into account all shares of Company Common Stock then held by such holder), and (ii) a check in the Certificates so surrendered shall forthwith be cancelled. Until so surrenderedamount equal to the cash, outstanding Certificates will be deemed from and after the Effective Timeif any, for all corporate purposes, to evidence only the right to receive upon surrender thereof the applicable portion of the Merger Consideration that the holders thereof have such holder has the right to receive pursuant to Section 2.63.1 and (iii) a check in the amount equal to the cash, if any, that such holder has the right to receive pursuant to the provisions of this Article III other than Section 3.1, including cash in lieu of any fractional shares of Parent Common Stock pursuant to Section 3.7 and dividends and other distributions pursuant to Section 3.5. No interest will be paid or accrued will accrue on any cash payable to holders of Certificates pursuant to the provisions of this AgreementArticle III. In the event of a transfer of ownership of Company Ordinary Share Common Stock that is not registered in the transfer records of the Company, one or more shares of Parent Common Stock evidencing, in the applicable portion aggregate, the proper number of the Merger Consideration that the holder thereof has the right to receive shares of Parent Common Stock pursuant to Section 2.6 3.1, a check in the proper amount of cash comprising the Cash-Stock Consideration pursuant to Section 3.1, a check in the proper amount of cash in lieu of any fractional shares of Parent Common Stock pursuant to Section 3.7 and any dividends or other distributions to which such holder is entitled pursuant to Section 3.5, may be paid issued with respect to such Company Common Stock to such a transferee if the Company Certificate representing such shares of Company Ordinary Shares Common Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by to evidence that any applicable stock transfer Taxes taxes have been paid. With respect to any Company Ordinary Shares held in uncertificated form (“Book-Entry Shares”), Parent shall cause the Exchange Agent to mail or otherwise deliver to each holder of Book-Entry Shares (x) materials advising such holder of the effectiveness of the Merger and the conversion of each of such holder’s Company Ordinary Shares into the Per Share Merger Consideration pursuant to the terms of this Agreement upon the completion of the Merger, and (y) a check, deposit or wire transfer of immediately available funds (in Parent’s and Exchange Agent’s discretion) in the amount of the aggregate Per Share Merger Consideration payable to such holder with respect to such holder’s Company Ordinary Shares, in each case without any action by such holders.

Exchange Procedures. Promptly following after the Effective Time (and but in any event not later than the third within five (3rd5) Business Day business days thereafter), Parent the Paying Agent shall instruct the Exchange Agent to mail to each holder of record of (x) a certificate or certificates or instruments evidencing the Company Ordinary Shares that were outstanding immediately prior to the Effective Time represented Shares (collectively, the “Certificates”) and which were converted into the right to receive the applicable portion of the Merger Consideration pursuant to Section 2.6(y) any non-certificated shares held by book-entry (“Book-Entry Shares”), (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, Paying Agent and shall be in such a form and have such other provisions as Parent and/or and the Exchange Agent Company may reasonably specify), specify prior to the Effective Time) and (ii) instructions for use in effecting the surrender of the Certificates and Book-Entry Shares in exchange for the applicable portion Per Share Merger Consideration as provided in Section 4.1(a). Exchange of any Book-Entry Shares shall be effected in accordance with the Merger ConsiderationPaying Agent’s customary procedures with respect to securities represented by book-entry. Upon surrender of Certificates a Certificate or Book-Entry Share for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by ParentPaying Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions theretoexecuted, and such other documents as may reasonably be required by Parent or the Exchange Agent (including any required Internal Revenue Service Form W-9 or Form W-8, or any Tax forms required under any other applicable law)Paying Agent, the holders holder of such Certificates Certificate or Book-Entry Shares shall be entitled to receive in exchange therefor a check or wire transfer of cash amount in immediately available funds (after giving effect to any required Tax withholdings as provided in Section 4.2(g)) equal to (x) the amount number of U.S. dollars representing Shares surrendered multiplied by (y) the applicable portion of the Per Share Merger Consideration that such holders have the right to receive pursuant to Section 2.6Consideration, and the Certificates Certificate or Book-Entry Shares so surrendered shall forthwith be cancelled. Until so surrenderedParent shall cause the Paying Agent to make all payments required pursuant to the preceding sentence as soon as practicable following the valid surrender of Certificates or Book-Entry Shares. The foregoing notwithstanding, outstanding Certificates will a letter of transmittal need not be deemed from sent to and after completed by holders of Book-Entry Shares unless such a practice is customary for the Paying Agent. In such event, payment of the Per Share Merger Consideration shall be made promptly following the Effective Time, for all corporate purposes, to evidence only the right to receive upon surrender thereof the applicable portion Time and without completion of the Merger Consideration that the holders thereof have the right to receive pursuant to Section 2.6. No interest will be paid or accrued on any cash payable to holders a letter of Certificates pursuant to this Agreementtransmittal. In the event of a transfer of ownership of Company Ordinary Share Shares that is not registered in the transfer records of the Company, payment may be made to a Person other than the applicable portion Person in whose name the Certificate so surrendered is registered, if such Certificate shall be properly endorsed in a form reasonably acceptable to the Paying Agent or otherwise be in proper form for transfer reasonably acceptable to the Paying Agent and the Person requesting such payment shall pay any transfer or other taxes required by reason of the Merger Consideration payment to a Person other than the registered holder of such Certificate or establish to the satisfaction of the Surviving Corporation that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 4.2(b) each Certificate shall be deemed at any time after the holder thereof has Effective Time to represent only the right to receive pursuant to Section 2.6 may be paid to a transferee if the Certificate representing upon such Company Ordinary Shares is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer Taxes have been paid. With respect to any Company Ordinary Shares held in uncertificated form (“Book-Entry Shares”), Parent shall cause the Exchange Agent to mail or otherwise deliver to each holder of Book-Entry Shares (x) materials advising such holder of the effectiveness of the Merger and the conversion of each of such holder’s Company Ordinary Shares into surrender the Per Share Merger Consideration pursuant to Section 4.1(a). No interest will be paid or will accrue on the terms of this Agreement cash payable upon the completion surrender of the Merger, and (y) a check, deposit any Certificate or wire transfer of immediately available funds (in Parent’s and Exchange Agent’s discretion) in the amount of the aggregate Book-Entry Shares. All Per Share Merger Consideration payable paid upon the surrender of Certificates or Book-Entry Shares in accordance with the terms hereof shall be deemed to such holder with respect have been paid in full satisfaction of all rights pertaining to such holder’s Company Ordinary Shares, in each case without any action the Shares formerly represented by such holdersCertificate or Book-Entry Shares.

Exchange Procedures. Promptly following (a) At or prior to the Effective Time Time, Wachovia shall deposit, or shall cause to be deposited, with Wachovia Bank, N.A. (and in any event not later than such capacity, the third (3rd) Business Day thereafter"Exchange Agent"), Parent for the benefit of the holders of certificates formerly representing shares of Jefferson Common Stock ("Old Certificates"), for exchange in accordance with this Article III, certificates representing the shares of Wachovia Common Stock ("New Certificates") and an estimated amount of cash (such cash and New Certificates, together with any dividends or distributions with a record date occurring after the Effective Date with respect thereto (without any interest on any such cash, dividends or distributions), being hereinafter referred to as the "Exchange Fund") to be paid pursuant to this Article III in exchange for outstanding shares of Jefferson Common Stock. (b) As promptly as practicable after the Effective Date, Wachovia shall instruct the Exchange Agent send or cause to mail be sent to each former holder of record of certificates or instruments evidencing the Company Ordinary Shares that were outstanding shares of Jefferson Common Stock immediately prior to the Effective Time transmittal materials for use in exchanging such stockholder's Old Certificates for the consideration set forth in this Article III. Wachovia shall cause the New Certificates into which shares of a stockholder's Jefferson Common Stock are converted on the Effective Date and/or any check in respect of any fractional share interests or dividends or distributions which such person shall be entitled to receive to be delivered to such stockholder upon delivery to the Exchange Agent of Old Certificates representing such shares of Jefferson Common Stock (collectivelyor indemnity reasonably satisfactory to Wachovia and the Exchange Agent, if any of such certificates are lost, stolen or destroyed) owned by such stockholder. No interest will be paid on any such cash to be paid in lieu of fractional share interests or in respect of dividends or distributions which any such person shall be entitled to receive pursuant to this Article III upon such delivery. (c) Notwithstanding the “Certificates”foregoing, neither the Exchange Agent nor any party hereto shall be liable to any former holder of Jefferson Stock for any amount properly delivered to a public official pursuant to applicable abandoned property, escheat or similar laws. (d) and which were At the election of Wachovia, no dividends or other distributions with respect to Wachovia Common Stock with a record date occurring after the Effective Time shall be paid to the holder of any unsurrendered Old Certificate representing shares of Jefferson Common Stock converted in the Merger into the right to receive the applicable portion of the Merger Consideration pursuant to Section 2.6, (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 shall be in such form and have such other provisions as Parent and/or the Exchange Agent may reasonably specify), and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the applicable portion of the Merger Consideration. Upon surrender of Certificates for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may reasonably be required by Parent or the Exchange Agent (including any required Internal Revenue Service Form W-9 or Form W-8, or any Tax forms required under any other applicable law), the holders shares of such Certificates Wachovia Common Stock until the holder thereof shall be entitled to receive New Certificates in exchange therefor a check or wire transfer in accordance with the procedures set forth in this Section 3.04, and no such shares of immediately available funds in Jefferson Common Stock shall be eligible to vote until the amount holder of U.S. dollars representing the applicable portion of the Merger Consideration that such holders have the right Old Certificates is entitled to receive pursuant New Certificates in accordance with the procedures set forth in this Section 3.04. After becoming so entitled in accordance with this Section 3.04, the record holder thereof also shall be entitled to Section 2.6receive any such dividends or other distributions, and the Certificates so surrendered shall forthwith be cancelled. Until so surrenderedwithout any interest thereon, outstanding Certificates will be deemed from and after the Effective Time, for all corporate purposes, which theretofore had become payable with respect to evidence only shares of Wachovia Common Stock such holder had the right to receive upon surrender thereof of the applicable Old Certificate. (e) Any portion of the Merger Consideration Exchange Fund that remains unclaimed by the holders thereof have stockholders of Jefferson for twelve months after the right to receive pursuant to Section 2.6. No interest will Effective Time shall be paid or accrued to Wachovia. Any stockholders of Jefferson who have not theretofore complied with this Article III shall thereafter look only to Wachovia for payment of the shares of Wachovia Common Stock, cash in lieu of any fractional shares and unpaid dividends and distributions on any cash payable to holders Wachovia Common Stock deliverable in respect of Certificates each share of Jefferson Common Stock such stockholder holds as determined pursuant to this Agreement. In the event of a transfer of ownership of Company Ordinary Share that is not registered in the transfer records of the Company, the applicable portion of the Merger Consideration that the holder thereof has the right to receive pursuant to Section 2.6 may be paid to a transferee if the Certificate representing such Company Ordinary Shares is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer Taxes have been paid. With respect to any Company Ordinary Shares held in uncertificated form (“Book-Entry Shares”), Parent shall cause the Exchange Agent to mail or otherwise deliver to each holder of Book-Entry Shares (x) materials advising such holder of the effectiveness of the Merger and the conversion of each of such holder’s Company Ordinary Shares into the Per Share Merger Consideration pursuant to the terms of this Agreement upon the completion of the Merger, and (y) a check, deposit or wire transfer of immediately available funds (in Parent’s and Exchange Agent’s discretion) in the amount of the aggregate Per Share Merger Consideration payable to such holder with respect to such holder’s Company Ordinary Shares, in each case case, without any action by interest thereon and Wachovia shall make such holderspayment.

Exchange Procedures. Promptly following after the Effective Time (and in any event not later than Time, the third (3rd) Business Day thereafter), Parent Surviving Corporation shall instruct cause the Exchange Paying Agent to mail or deliver to each Person (as hereinafter defined) who was, at the Effective Time, a holder of record of certificates or instruments evidencing the Company Ordinary Shares that were outstanding immediately prior to the Effective Time (collectively, the “Certificates”) Common Stock and which were whose shares are being converted into the right to receive the applicable portion of the Merger Consideration pursuant to Section 2.6, (i2.1(c) 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, Paying Agent and shall otherwise be in such a form and have such other provisions as Parent and/or the Exchange Surviving Corporation may reasonably specify) containing instructions for use by holders of Company Common Stock to effect the exchange of their shares of Company Common Stock for the Merger Consideration as provided herein. As soon as reasonably practicable after the Effective Time, each holder of an outstanding Certificate or Certificates shall, upon surrender to the Paying Agent of such letter of transmittal duly executed and completed in accordance with the instructions thereto (together with such other documents as the Paying Agent may reasonably specify)request) and such Certificate or Certificates (or, and (ii) instructions for use if such shares are held in effecting book-entry or other uncertificated form, upon the entry through a book-entry transfer agent of the surrender of such shares of Company Common Stock on a book-entry account statement (it being understood that any references herein to "Certificates" shall be deemed to include references to book-entry account statements relating to the ownership of shares of Company Common Stock)), be entitled to an amount of cash (payable by check) equal to the Merger Consideration per share multiplied by the number of shares of Company Common Stock represented by such Certificate or Certificates. The Paying Agent shall accept such Certificates upon compliance with such reasonable terms and conditions as the Paying Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. After the Effective Time, there shall be no further transfer on the records of the Company or its transfer agent of Certificates, and if such Certificates are presented to the Company for the applicable portion transfer, they shall be canceled against delivery of the Merger Consideration. Upon surrender If cash is to be remitted to a Person other than the Person in whose name the Certificate surrendered for exchange is registered, it shall be a condition of Certificates such exchange that the Certificate so surrendered shall be properly endorsed, with signature guaranteed, or otherwise in proper form for cancellation transfer and that the Person requesting such exchange shall pay to the Exchange Paying Agent any transfer or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may reasonably be taxes required by Parent or reason of the Exchange Agent (including any required Internal Revenue Service Form W-9 or Form W-8, or any Tax forms required under any other applicable law), the holders of such Certificates shall be entitled to receive in exchange therefor a check or wire transfer of immediately available funds in the amount of U.S. dollars representing the applicable portion payment of the Merger Consideration that such holders have to a Person other than the right to receive pursuant to Section 2.6, and registered holder of the Certificates so surrendered shall forthwith be cancelled. Until Certificate so surrendered, outstanding Certificates will be deemed from and or shall establish to the satisfaction of the Paying Agent that such tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 2.2(b), at any time after the Effective Time, for all corporate purposes, each Certificate shall be deemed to evidence represent only the right to receive upon surrender thereof the applicable portion of the Merger Consideration that the holders thereof have the right to receive pursuant to upon such surrender as contemplated by Section 2.62.1. No interest will be paid or accrued will accrue on any cash payable to holders of Certificates pursuant to this Agreement. In the event of a transfer of ownership of Company Ordinary Share that is not registered in the transfer records of the Company, the applicable portion of the as Merger Consideration that the holder thereof has the right to receive pursuant to Section 2.6 may be paid to a transferee if the Certificate representing such Company Ordinary Shares is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer Taxes have been paid. With respect to any Company Ordinary Shares held in uncertificated form (“Book-Entry Shares”), Parent shall cause the Exchange Agent to mail or otherwise deliver to each holder of Book-Entry Shares (x) materials advising such holder of the effectiveness of the Merger and the conversion of each of such holder’s Company Ordinary Shares into the Per Share Merger Consideration pursuant to the terms of this Agreement upon the completion of the Merger, and (y) a check, deposit or wire transfer of immediately available funds (in Parent’s and Exchange Agent’s discretion) in the amount of the aggregate Per Share Merger Consideration payable to such holder with respect to such holder’s Company Ordinary Shares, in each case without any action by such holdersConsideration.

Exchange Procedures. Promptly following the Effective Time (and in any event not later than the third (3rda) Business Day thereafter), Parent shall instruct the Exchange Agent to mail to each holder of record of certificates At or instruments evidencing the Company Ordinary Shares that were outstanding immediately prior to the Effective Time Time, Purchaser shall deposit, or shall cause to be deposited with Broadridge Corporate Issuer Solutions (collectively, the “CertificatesExchange Agent”) and which were ), pursuant to an agreement entered into prior to the Closing, for the benefit of the holders of record of shares of Company Common Stock converted into the right to receive the applicable portion of the Merger Consideration pursuant to Consideration, for exchange in accordance with this Section 2.6, (i) the number of shares of Purchaser Common Stock sufficient to deliver the aggregate Merger Consideration and (ii) any cash payable in lieu of fractional shares pursuant to Section 2.5(b), and Purchaser shall instruct the Exchange Agent to timely deliver the Merger Consideration. Appropriate transmittal materials (“Letter of Transmittal”) in a letter form satisfactory to Purchaser and the Company shall be mailed as soon as practicable (but not later than five (5) Business Days) after the Effective Time to each holder of transmittal record of Company Common Stock. A Letter of Transmittal will be deemed properly completed only if the completed Letter of Transmittal is accompanied by one or more Certificates representing Company Common Stock (which or customary affidavits and, if required by Purchaser pursuant to Section 2.6(h), indemnification regarding the loss or destruction of such Certificates or the guaranteed delivery of such Certificates) representing all shares of Company Common Stock to be converted thereby. (b) At and after the Effective Time, each Certificate shall represent only the right to receive the Merger Consideration. The Company shall provide to Exchange Agent all information reasonably necessary for it to perform its obligations as specified herein. (c) The Letter of Transmittal shall (i) 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 shall (ii) be in such a form and have such contain any other provisions as Parent and/or the Exchange Agent Purchaser may reasonably specify), determine and (iiiii) include instructions for use in effecting the surrender of the Certificates in exchange for the applicable portion of the Merger Consideration. Upon the proper surrender of the Certificates for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by ParentAgent, together with such letter of transmittal, duly a properly completed and validly duly executed in accordance with the instructions thereto, and such other documents as may reasonably be required by Parent or the Exchange Agent (including any required Internal Revenue Service Form W-9 or Form W-8, or any Tax forms required under any other applicable law)Letter of Transmittal, the holders holder of such Certificates shall be entitled to receive in exchange therefor a check or wire transfer certificate, or, at the election of immediately available funds Purchaser, a statement reflecting shares issued in the amount book entry form, representing that number of U.S. dollars representing the applicable portion whole shares of the Merger Consideration Purchaser Common Stock that such holders have holder has the right to receive pursuant to Section 2.6, 2.5(a) and a check in the amount equal to any cash in lieu of fractional shares such holder is entitled to pursuant to Section 2.5(b) and any dividends or other distributions to which such holder is entitled. Certificates so surrendered shall forthwith be cancelledcanceled. Until so surrendered, outstanding Certificates will be deemed from and after the Effective Time, for all corporate purposes, to evidence only the right to receive upon surrender thereof the applicable portion As soon as practicable (but not later than five (5) Business Days) following receipt of the Merger Consideration properly completed Letter of Transmittal and any necessary accompanying documentation, the Exchange Agent shall distribute Purchaser Common Stock and cash in lieu of fractional shares as provided herein. The Exchange Agent shall not be entitled to vote or exercise any rights of ownership with respect to the shares of Purchaser Common Stock held by it from time to time hereunder, except that the holders thereof have the right to it shall receive pursuant to Section 2.6. No interest will be and hold all dividends or other distributions paid or accrued on any cash payable distributed with respect to holders such shares for the account of Certificates pursuant to this Agreementthe Persons entitled thereto. In the event of If there is a transfer of ownership of any shares of Company Ordinary Share that is Common Stock not registered in the transfer records of the Company, the applicable portion of the Merger Consideration that shall be issued to the holder transferee thereof has the right to receive pursuant to Section 2.6 may be paid to a transferee if the Certificate Certificates representing such Company Ordinary Shares is Common Stock are presented to the Exchange Agent, accompanied by all documents required required, in the reasonable judgment of Purchaser and the Exchange Agent, to evidence and effect such transfer and by to evidence that any applicable stock transfer Taxes taxes have been paid. With . (d) No dividends or other distributions declared or made after the Effective Time with respect to Purchaser Common Stock issued pursuant to this Agreement shall be remitted to any Person entitled to receive shares of Purchaser Common Stock hereunder until such Person surrenders his or her Certificates in accordance with this Section 2.6. Upon the surrender of such Person’s Certificates, such Person shall be entitled to receive any dividends or other distributions, without interest thereon, which subsequent to the Effective Time had become payable but not paid with respect to shares of Purchaser Common Stock represented by such Person’s Certificates. (e) The stock transfer books of the Company Ordinary Shares held shall be closed immediately upon the Effective Time and from and after the Effective Time there shall be no transfers on the stock transfer records of the Company of any shares of Company Common Stock. If, after the Effective Time, Certificates are presented to Purchaser, they shall be canceled and exchanged for the Merger Consideration deliverable in uncertificated form respect thereof pursuant to this Agreement in accordance with the procedures set forth in this Section 2.6. (“Book-Entry Shares”)f) Any portion of the aggregate amount of cash to be paid in lieu of fractions of a share pursuant to Section 2.5, Parent any dividends or other distributions to be paid pursuant to this Section 2.6 or any proceeds from any investments thereof that remains unclaimed by the holders of Company Common Stock for six months after the Effective Time shall cause be repaid by the Exchange Agent to mail or otherwise deliver to Purchaser upon the written request of Purchaser. After such request is made, each holder of Book-Entry Shares Company Common Stock who has not theretofore complied with this Section 2.6 shall look only to Purchaser for the Merger Consideration deliverable in respect of each share of Company Common Stock such stockholder holds, as determined pursuant to Section 2.5 of this Agreement, without any interest thereon. Notwithstanding the foregoing, neither the Exchange Agent nor any party to this Agreement (xor any Affiliate thereof) materials advising such shall be liable to any former holder of Company Common Stock for any amount delivered to a public official pursuant to applicable abandoned property, escheat or similar laws. (g) Purchaser and the effectiveness Exchange Agent shall be entitled to rely upon the Company’s stock transfer books to establish the identity of those Persons entitled to receive the Merger Consideration, which books shall be conclusive with respect thereto. The Company shall provide to the Exchange Agent all information reasonably necessary for it to perform its obligations as specified herein. In the event of a dispute with respect to ownership of stock represented by any Certificate, Purchaser and the conversion of each of such holder’s Company Ordinary Shares into the Per Share Exchange Agent shall be entitled to deposit any Merger Consideration pursuant represented thereby in escrow with an independent third party and thereafter be relieved with respect to the terms of this Agreement any claims thereto. (h) If any Certificate shall have been lost, stolen or destroyed, upon the completion making of an affidavit of that fact by the MergerPerson claiming such Certificate to be lost, stolen or destroyed and (y) the posting by such Person of a check, deposit or wire transfer of immediately available funds (bond in Parent’s and such amount as the Exchange Agent’s discretion) in the amount of the aggregate Per Share Merger Consideration payable to such holder Agent may direct as indemnity against any claim that may be made against it with respect to such holder’s Company Ordinary SharesCertificate, the Exchange Agent will issue in each case without any action by exchange for such holderslost, stolen or destroyed Certificate the Merger Consideration deliverable in respect thereof pursuant to Section 2.5.

Exchange Procedures. Promptly following (a) After the Effective Time, the Buyer shall cause an exchange agent selected by the Buyer and reasonably acceptable to the Company (the "Exchange Agent") to mail to the shareholders of the Company of record at the Effective Time (the Election Form, as required under Section 2.4, and in any event not later than the third (3rd) Business Day thereafter), Parent shall instruct the Exchange Agent to mail to each holder of record of certificates or instruments evidencing the Company Ordinary Shares that were outstanding immediately prior to the Effective Time (collectively, the “Certificates”) and which were converted into the right to receive the applicable portion of the Merger Consideration pursuant to Section 2.6, (i) a letter of other appropriate transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates certificates representing Company Shares prior to such Effective Time shall pass, only upon proper delivery of the Certificates such certificates to the Exchange Agent). After the Effective Time, each holder of Company Shares issued and outstanding at the Effective Time (other than any of such shares held by the Buyer or any Affiliate thereof or canceled pursuant to Section 2.2(c) or (d)) shall surrender the certificate or certificates representing such shares to the Exchange Agent and upon surrender thereof and completion of all required allocation procedures contained in this ARTICLE II receive in exchange therefor the number of shares of the Buyer's Stock and the cash to which such holder is entitled hereunder. The Buyer, or the Exchange Agent, as applicable, shall not be obligated to deliver any of such payments in cash or stock until such holder surrenders the certificate(s) representing such holder's Company Shares. The certificate(s) so surrendered shall be in such form and have such other provisions duly endorsed as Parent and/or the Exchange Agent may reasonably specify)require. Any other provision of this Agreement notwithstanding, and (ii) instructions for use in effecting neither the surrender of the Certificates in exchange for the applicable portion of the Merger Consideration. Upon surrender of Certificates for cancellation to Buyer nor the Exchange Agent shall be liable to any holder of Company Shares for any amounts paid or properly delivered in good faith to a public official pursuant to any applicable abandoned property Law. (b) To the extent permitted by applicable Law, former shareholders of record of the Company shall be entitled to vote after the Total Stock Merger Consideration has been allocated pursuant to the provisions of this ARTICLE II at any meeting of the Buyer's shareholders the number of whole shares of the Buyer's Stock into which their respective Company Shares are converted pursuant to the Merger, regardless of whether such other agent or agents as may be appointed by Parent, together with holders have exchanged their certificates representing such letter of transmittal, duly completed and validly executed Company Shares for certificates representing the Buyer's Stock in accordance with the instructions thereto, and such provisions of this Agreement. Whenever a dividend or other documents as may reasonably be required distribution is declared by Parent or the Exchange Agent (including any required Internal Revenue Service Form W-9 or Form W-8, or any Tax forms required under any other applicable law)Buyer on the Buyer's Stock, the holders of such Certificates shall be entitled to receive in exchange therefor a check record date for which is at or wire transfer of immediately available funds in the amount of U.S. dollars representing the applicable portion of the Merger Consideration that such holders have the right to receive pursuant to Section 2.6, and the Certificates so surrendered shall forthwith be cancelled. Until so surrendered, outstanding Certificates will be deemed from and after the Effective Time, for the declaration shall include dividends or other distributions on all corporate purposes, to evidence only the right to receive upon surrender thereof the applicable portion shares of the Merger Consideration that the holders thereof have the right to receive pursuant to Section 2.6. No interest will be paid or accrued on any cash payable to holders of Certificates Buyer's Stock issuable pursuant to this Agreement. In , but beginning at the event Effective Time no dividend or other distribution payable to the holders of a transfer of ownership of Company Ordinary Share that is not registered in the transfer records record of the Company, Buyer's Stock as of any time subsequent to the applicable portion Effective Time shall be delivered to the holder of any certificate representing any of the Merger Consideration that the Company Shares issued and outstanding at such Effective Time until such holder thereof has the right to receive pursuant to surrenders such certificate for exchange as provided in this Section 2.6 may be paid to a transferee if the Certificate representing 2.5. However, upon surrender of such Company Ordinary Shares is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer Taxes have been paid. With respect to any Company Ordinary Shares held in uncertificated form (“Book-Entry Shares”certificate(s), Parent shall cause both the Exchange Agent certificate(s) representing the shares of the Buyer's Stock to mail or otherwise deliver to each holder of Book-Entry Shares (x) materials advising which such holder of the effectiveness of the Merger is entitled and the conversion of each of any such holder’s Company Ordinary Shares into the Per Share Merger Consideration pursuant to the terms of this Agreement upon the completion of the Merger, undelivered dividends (without any interest) shall be delivered and (y) a check, deposit or wire transfer of immediately available funds (in Parent’s and Exchange Agent’s discretion) in the amount of the aggregate Per Share Merger Consideration payable to such holder paid with respect to such holder’s Company Ordinary Shares, in each case without any action share represented by such holderscertificates.

Exchange Procedures. Promptly following On or promptly after the Effective Time (and in any event not later than the third (3rd) Business Day thereafter)Time, Parent SumTotal shall instruct cause the Exchange Agent to mail deliver to each holder of record of a certificate or certificates or instruments evidencing (the Company Ordinary Shares that were outstanding “Certificates”) which immediately prior to the Effective Time (collectively, the “Certificates”) represented outstanding shares of Pathlore Capital Stock and which shares were converted into the right to receive the applicable portion of the Merger Consideration pursuant to consideration set forth in Section 2.61.7 hereof, (i) a letter of transmittal (which shall be in customary and reasonable form and 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 shall be in such form and have such other provisions as Parent and/or the Exchange Agent may reasonably specify), ) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the applicable portion of the Merger Considerationconsideration set forth in Section 1.7. Upon surrender of Certificates a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by ParentAgent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may reasonably be required by Parent or the Exchange Agent (including any required Internal Revenue Service Form W-9 or Form W-8, or any Tax forms required under any other applicable law), the holders holder of such Certificates Certificate shall be entitled to receive in exchange therefor a check or wire transfer of immediately available funds in therefore, and SumTotal shall cause the amount of U.S. dollars representing the applicable Exchange Agent to pay, such holder’s portion of the Merger Consideration that as set forth in Section 1.7 hereof less the portion of (A) the Escrow Amount and (B) the Expense Reimbursement Amount contributed with respect to such holders have the right to receive pursuant to Section 2.6holder, and the Certificates Certificate so surrendered shall forthwith be cancelledcanceled. Until As soon as practicable after the Effective Time, and subject to and in accordance with the provisions of Article VII hereof, SumTotal shall deposit the Escrow Amount with the Escrow Agent. From the Closing and until so surrendered, each outstanding Certificates Certificate that, prior to the Effective Time, represented shares of Pathlore Capital Stock will be deemed from and after the Effective Time, for all corporate purposes, to evidence only represent solely the right to receive upon surrender thereof the applicable portion of the Merger Consideration that the holders thereof have the right to receive pursuant to consideration set forth in Section 2.6. No interest will be paid or accrued on any cash payable to holders of Certificates pursuant to this Agreement. In the event of a transfer of ownership of Company Ordinary Share that is not registered in the transfer records of the Company, the applicable portion of the Merger Consideration that the holder thereof has the right to receive pursuant to Section 2.6 may be paid to a transferee if the Certificate representing such Company Ordinary Shares is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer Taxes have been paid. With respect to any Company Ordinary Shares held in uncertificated form (“Book-Entry Shares”), Parent shall cause the Exchange Agent to mail or otherwise deliver to each holder of Book-Entry Shares (x) materials advising such holder of the effectiveness of the Merger and the conversion of each of such holder’s Company Ordinary Shares into the Per Share Merger Consideration pursuant to the terms of this Agreement upon the completion of the Merger, and (y) a check, deposit or wire transfer of immediately available funds (in Parent’s and Exchange Agent’s discretion) in the amount of the aggregate Per Share Merger Consideration payable to such holder with respect to such holder’s Company Ordinary Shares, in each case without any action by such holders1.7 hereof.

Exchange Procedures. Promptly following the Effective Time (and in any event not later than the third a) Horizon shall appoint its transfer agent, Computershare, Inc. (3rd) Business Day thereafter“Exchange Agent”), Parent shall instruct as the Exchange Agent to mail to each holder of record of certificates or instruments evidencing the Company Ordinary Shares that were outstanding immediately prior to the Effective Time (collectively, the “Certificates”) and which were converted into the right to receive the applicable portion of the Merger Consideration pursuant to Section 2.6, (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 shall be in such form and have such other provisions as Parent and/or the Exchange Agent may reasonably specify), and (ii) instructions exchange agent for use in effecting the surrender of the Certificates certificates formerly representing WBKC Common Stock in exchange for the applicable portion of the Merger Consideration. Upon surrender of Certificates for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may reasonably be required by Parent or the Exchange Agent . (including any required Internal Revenue Service Form W-9 or Form W-8, or any Tax forms required under any other applicable law), the holders of such Certificates shall be entitled to receive in exchange therefor a check or wire transfer of immediately available funds in the amount of U.S. dollars representing the applicable portion of the Merger Consideration that such holders have the right to receive pursuant to Section 2.6, and the Certificates so surrendered shall forthwith be cancelled. Until so surrendered, outstanding Certificates will be deemed from b) At and after the Effective Time, for all corporate purposes, to evidence each physical certificate or book-entry account statement evidencing outstanding shares of WBKC Common Stock (each an “Old Certificate”) (other than the Exempt WBKC Stock) shall represent only the right to receive upon surrender thereof the applicable portion Merger Consideration in accordance with the terms of this Agreement. No later than the business day prior to the Closing Date, Horizon shall provide the Exchange Agent with the irrevocable authorization to issue a sufficient number of shares of Horizon common stock to be used to issue the aggregate Stock Consideration to holders of WBKC Common Stock and deposit, or cause to be deposited, with the Exchange Agent, an amount in cash sufficient to pay the aggregate Cash Consideration payable to holders of WBKC Common Stock (together with cash for any fractional shares pursuant to Section 2.04). (c) No later than five (5) business days after the Effective Time (and provided WBKC has delivered to the Exchange Agent all information which is necessary for the Exchange Agent to perform its obligations hereunder), the Exchange Agent shall mail to each holder of WBKC Common Stock a letter of transmittal providing instructions to the WBKC shareholder as to the transmittal to the Exchange Agent of the Old Certificates in exchange for the issuance of the Merger Consideration that the holders thereof have the right to receive applicable thereto pursuant to Section 2.6. No interest will be paid or accrued on any cash payable to holders the terms of Certificates pursuant to this Agreement. In the event . (d) Horizon shall cause a book-entry account statement representing that number of a transfer whole shares of ownership Horizon common stock that each holder of Company Ordinary Share that is not registered in the transfer records of the Company, the applicable portion of the Merger Consideration that the holder thereof WBKC Common Stock has the right to receive pursuant to Section 2.6 may 2.01 as the holder’s aggregate Stock Consideration and a check in the amount of such holder’s aggregate Cash Consideration, along with any cash in lieu of fractional shares or dividends or distributions which such holder shall be entitled to receive, if any, to be delivered to such shareholder as soon as reasonably practicable after the shareholder delivers to Horizon the Old Certificates (or bond or other indemnity satisfactory to Horizon if any of such Old Certificates are lost, stolen or destroyed) owned by such shareholder, accompanied by a properly completed and executed letter of transmittal, in the form and substance satisfactory to Horizon, and any other documents required by this Agreement or reasonably requested by Horizon or the Exchange Agent. No interest will be paid on any Merger Consideration that any such holder is entitled to receive pursuant to this Article II. (e) No dividends or other distributions on Horizon common stock with a record date occurring after the Effective Time shall be paid to a transferee if the holder of any unsurrendered Old Certificate representing shares of WBKC Common Stock until the holder thereof surrenders such Company Ordinary Shares is Old Certificates in accordance with this Article II. After becoming so entitled in accordance with this Section 2.05, the record holder thereof also shall be entitled to receive any dividends or other distributions, without any interest thereon, that were previously payable with respect to shares of Horizon common stock that such holder had the right to receive upon surrender of the Old Certificate. (f) The stock transfer books of WBKC shall be closed at the Effective Time, and from and after the Effective Time, there shall be no transfers on the stock transfer records of WBKC of any shares of WBKC Common Stock. If, after the Effective Time, Old Certificates are presented to Horizon, they shall be canceled and exchanged for the Merger Consideration deliverable in respect thereof pursuant to this Agreement in accordance with the procedures set forth in this Article II. (g) Horizon shall be entitled to rely upon WBKC’s stock transfer books to establish the identity of those individuals, partnerships, corporations, trusts, joint ventures, organizations, or other entities (each, a “Person”) entitled to receive the Merger Consideration, which books shall be conclusive with respect thereto. In the event of a dispute with respect to ownership of stock represented by any Old Certificate, Horizon shall be entitled to deposit any Merger Consideration represented thereby in escrow with an independent third party selected by Horizon and thereafter be relieved from any and all liability with respect to any claims thereto. (h) If any Old Certificate shall have been lost, stolen, or destroyed, upon the making of an affidavit of that fact by the Person claiming such Old Certificate to be lost, stolen, or destroyed and, if required by Horizon, the posting by such Person of a bond or other indemnity satisfactory to Horizon as indemnity against any claim that may be made against it with respect to such Old Certificate, Horizon will issue in exchange for such affidavit of lost, stolen, or destroyed Old Certificate, the Merger Consideration deliverable in respect thereof pursuant to, and in accordance with, the other terms and conditions of this Article II. (i) Notwithstanding anything in this Agreement to the contrary, at the Effective Time, all shares of WBKC Common Stock that are held as treasury stock of WBKC or owned by Horizon (other than shares held in a fiduciary capacity or in satisfaction of a debt previously contracted) shall be canceled and shall cease to exist, and no stock of Horizon or other consideration shall be exchanged therefor. (j) Notwithstanding the foregoing, no party hereto, nor the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer Taxes have been paid. With respect shall be liable to any Company Ordinary Shares held former holder of WBKC Common Stock for any amount properly delivered to a public official pursuant to applicable abandoned property, escheat, or similar laws. (k) If outstanding Old Certificates are not surrendered or the payment for them is not claimed prior to the date on which the Merger Consideration payable therefor would otherwise escheat to, or become the property of any governmental unit or agency, the unclaimed Merger Consideration shall, to the extent permitted by abandoned property and any other applicable law, become the property of Horizon (and to the extent not in uncertificated form (“Book-Entry Shares”its possession shall be delivered to it), Parent free and clear of all claims or interest of any Person previously entitled thereto. Any former shareholder of WBKC who has not theretofore complied with this Article II shall cause thereafter look only to the Surviving Corporation for payment of the Merger Consideration and any unpaid dividends and distributions on Horizon’s Common Stock deliverable in respect of each former share of WBKC Common Stock such shareholder holds as determined pursuant to this Agreement, in each case, without any interest thereon. Neither the Exchange Agent nor any party to mail or otherwise deliver this Agreement shall be liable to each any holder of Book-Entry Shares (x) materials advising such holder shares of the effectiveness of the Merger and the conversion of each of such holder’s Company Ordinary Shares into the Per Share WBKC Common Stock for any Merger Consideration properly delivered to a public official pursuant to the terms of this Agreement upon the completion of the Mergerapplicable abandoned property, and (y) a checkescheat, deposit or wire transfer of immediately available funds (in Parent’s and Exchange Agent’s discretion) in the amount of the aggregate Per Share Merger Consideration payable to such holder with respect to such holder’s Company Ordinary Shares, in each case without any action by such holderssimilar laws.

Exchange Procedures. Promptly following (a) At and after the Effective Time Time, each certificate (each a "Certificate") previously representing shares of Seller Common Stock (except as specifically set forth in Section 1.03) shall represent only the right to receive the Merger Consideration. (b) As of the Effective Time, Purchaser shall deposit, or shall cause to be deposited with a bank or trust company selected by Purchaser to act as exchange agent (the "Paying Agent") pursuant to the terms of an agreement (the "Paying Agent Agreement") in form and substance reasonably satisfactory to Purchaser and Seller, for the benefit of the holders of shares of Seller Common Stock, for exchange in any event not accordance with this Section 1.04, an amount of cash sufficient to pay the aggregate Merger Consideration to be paid pursuant to Section 1.03. (c) As soon as practicable after the Effective Time, but no later than ten (10) business days after the third (3rd) Business Day thereafter)Effective Time, Parent Purchaser shall instruct cause the Exchange Paying Agent to mail to each holder of record of certificates a Certificate or instruments evidencing Certificates the Company Ordinary Shares that were outstanding immediately prior to the Effective Time (collectively, the “Certificates”) and which were converted into the right to receive the applicable portion of the Merger Consideration pursuant to Section 2.6, following (i) a letter of transmittal (which shall specify specifying that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper the delivery and surrender of the Certificates to the Exchange Paying Agent, and which shall be in such a form and have such contain any other provisions as Parent and/or the Exchange Agent Purchaser may reasonably specify), determine; and (ii) instructions for use in effecting the delivery and surrender of the Certificates in exchange for the applicable portion of the Merger Consideration. Upon On the Effective Date, each stockholder of Seller that upon proper delivery and surrender of a Certificate or Certificates for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by ParentPaying Agent, together with such a properly completed and duly executed letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may reasonably be required by Parent or the Exchange Agent (including any required Internal Revenue Service Form W-9 or Form W-8, or any Tax forms required under any other applicable law), the holders of such Certificates shall be entitled to receive in exchange therefor therefore a check or wire transfer of immediately available funds in an amount equal to the amount of U.S. dollars representing the applicable portion product of the Merger Consideration that such holders have and the right to receive number of shares of Seller Common Stock represented by the Certificate or Certificates delivered and surrendered pursuant to Section 2.6the provisions hereof, and the Certificate or Certificates so surrendered shall forthwith be cancelledcanceled. Until so surrendered, outstanding Certificates will be deemed from and If all required documentation for a stockholder is received by the Paying Agent within one hundred twenty (120) days after the Effective Time, for all corporate purposes, Purchaser shall direct the Paying Agent to evidence only the right to receive upon surrender thereof the applicable portion make payment of the Merger Consideration that to such stockholder, with respect to the holders thereof have Certificates so delivered and surrendered, within five (5) business days of the right receipt of such documentation. If all required documentation for a stockholder is received by the Paying Agent later than one hundred twenty (120) days after the Effective Time, Purchaser shall direct the Paying Agent to receive pursuant make payment of the Merger Consideration to Section 2.6such stockholder, with respect to the Certificates so delivered and surrendered, within twenty (20) business days after receipt of such documentation. No interest will be paid or accrued on any cash payable to holders of Certificates pursuant to this Agreementthe Merger Consideration. In the event of a transfer of ownership of Company Ordinary Share that is any shares of Seller Common Stock not registered in the transfer records of Seller prior to the CompanyEffective Date, the applicable portion of a check for the Merger Consideration that the holder thereof has the right to receive pursuant to Section 2.6 may be paid issued to a the transferee if the Certificate representing such Company Ordinary Shares Seller Common Stock is presented to the Exchange Paying Agent, accompanied by all documents required sufficient, in the reasonable discretion of Purchaser and the Paying Agent, (i) to evidence and effect such transfer and by (ii) to evidence that any all applicable stock transfer Taxes taxes have been paid. (d) From and after the Effective Time, there shall be no transfers on the stock transfer records of Seller of any shares of Seller Common Stock that were outstanding immediately prior to the Effective Time. With If after the Effective Time Certificates are presented to Purchaser or the Surviving Corporation, they shall be canceled and exchanged for the Merger Consideration deliverable in respect thereof pursuant to this Agreement in accordance with the procedures set forth in this Section 1.04. (e) Any portion of the aggregate Merger Consideration or the proceeds of any Company Ordinary Shares held in uncertificated form investments thereof that remains unclaimed by the stockholders of Seller for twelve (“Book-Entry Shares”), Parent 12) months after the Effective Time shall cause be repaid by the Exchange Paying Agent to mail or otherwise deliver Purchaser. Any stockholders of Seller who have not theretofore complied with this Section 1.04 shall thereafter look only to each holder of Book-Entry Shares (x) materials advising such holder of the effectiveness Purchaser for payment of the Merger and the conversion Consideration deliverable in respect of each share of Seller Common Stock such holder’s Company Ordinary Shares into the Per Share Merger Consideration stockholder holds as determined pursuant to the terms of this Agreement without any interest thereon. If outstanding Certificates for shares of Seller Common Stock are not delivered and surrendered or the payment for them is not claimed prior to the date on which such payments would otherwise escheat to or become the property of any governmental unit or agency, the unclaimed items shall, to the extent permitted by abandoned property and any other applicable law, become the property of Purchaser (and to the extent not in its possession shall be paid over to it), free and clear of all claims or interest of any person previously entitled to such claims. Notwithstanding the foregoing, none of Purchaser, the Surviving Corporation, the Paying Agent or any other person shall be liable to any former holder of Seller Common Stock for any amount delivered to a public official pursuant to applicable abandoned property, escheat or similar laws. (f) In the event any Certificate shall have been lost, stolen or destroyed, upon the completion making of an affidavit of that fact by the Mergerperson claiming such Certificate to be lost, and (y) stolen or destroyed and, if required by the Paying Agent, the posting by such person of a check, deposit or wire transfer of immediately available funds (bond in Parent’s and Exchange Agent’s discretion) in such amount as the amount of the aggregate Per Share Merger Consideration payable to such holder Paying Agent may direct as indemnity against any claim that may be made against it with respect to such holder’s Company Ordinary SharesCertificate, the Paying Agent will issue in each case without any action by exchange for such holderslost, stolen or destroyed Certificate the Merger Consideration deliverable in respect thereof pursuant to this Agreement.

Exchange Procedures. Promptly following the Effective Time (and in any event not later than the third (3rda) Business Day thereafter), Parent shall instruct the Exchange Agent to mail to each holder of record of certificates or instruments evidencing the Company Ordinary Shares that were outstanding immediately Immediately prior to the Effective Time (collectively, the “Certificates”) and which were converted into the right to receive the applicable portion of the Merger Consideration pursuant to Section 2.6Time, (i) a letter of transmittal (which Allegiant 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 deliver to the Exchange AgentAgent cash, and shall be in such form and have such other provisions as Parent and/or immediately available funds, equal to the Exchange Agent may reasonably specify), aggregate Cash Distribution; and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the applicable portion of the Merger Consideration. Upon surrender of Certificates for cancellation Southside shall deliver to the Exchange Agent or irrevocable instructions consistent with this Agreement to such other agent or agents as may issue shares of Surviving Corporation Common Stock equal to the aggregate Stock Distribution. Such cash shall be appointed held in trust by Parent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may reasonably be required by Parent or the Exchange Agent (including any required Internal Revenue Service Form W-9 or Form W-8, or any Tax forms required under any other applicable law), the in an interest bearing account for disbursement to holders of such Certificates Southside Common Stock or return to the Surviving Corporation as set forth herein. (b) At the Effective Time, Southside and Allegiant shall be entitled deemed to receive have granted the Exchange Agent the requisite power and authority to effect for Southside and Allegiant the issuance of the number of shares of Surviving Corporation to be issued in exchange therefor a check or wire transfer the Merger and the payment of immediately available funds in the amount of U.S. dollars representing cash to be paid in the applicable portion of the Merger Consideration that such holders have the right to receive pursuant to Section 2.6, and the Certificates so surrendered shall forthwith be cancelled. Until so surrendered, outstanding Certificates will be deemed from and Merger. (c) Within five (5) business days after the Effective Time, for all corporate purposes, to evidence only the right to receive upon surrender thereof the applicable portion of the Merger Consideration that the holders thereof have the right to receive pursuant to Section 2.6. No interest will be paid or accrued on any cash payable to holders of Certificates pursuant to this Agreement. In the event of a transfer of ownership of Company Ordinary Share that is not registered in the transfer records of the Company, the applicable portion of the Merger Consideration that the holder thereof has the right to receive pursuant to Section 2.6 may be paid to a transferee if the Certificate representing such Company Ordinary Shares is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer Taxes have been paid. With respect to any Company Ordinary Shares held in uncertificated form (“Book-Entry Shares”), Parent Allegiant shall cause the Exchange Agent to mail or otherwise deliver cause to each holder be mailed to holders of Book-Entry Shares (x) materials Certificates, as identified on the Southside Shareholder List, letters advising such holder holders of the effectiveness of the Merger and the conversion of each of instructing such holder’s Company Ordinary Shares into the Per Share Merger Consideration pursuant holders to tender such Certificates to the terms of this Agreement upon the completion of the Merger, and (y) a check, deposit or wire transfer of immediately available funds (in Parent’s and Exchange Agent’s discretion, or in lieu thereof, such evidence of lost, stolen or mutilated Certificates and such surety bond or other security as the Exchange Agent may reasonably require (the "Required Documentation"). (d) Subject to Section 1.12, after the Effective Time, each holder of a Certificate that surrenders such Certificate or in lieu thereof, the amount Required Documentation, to the Exchange Agent, with a properly completed and executed letter of the aggregate Per Share Merger Consideration payable to such holder transmittal with respect to such holder’s Company Ordinary SharesCertificate (in form reasonably satisfactory to Allegiant and Southside), will be entitled to a certificate or certificates representing the stock component of the Southside Merger Consideration and/or a payment representing the cash component of the Southside Merger Consideration as set forth in Sections 1.07 and 1.08. (e) After the Effective Time, each case without any action outstanding Certificate, until duly surrendered to the Exchange Agent, shall be deemed to evidence ownership of the Southside Merger Consideration into which the stock previously represented by such holdersCertificate shall have been converted pursuant to this Agreement. (f) After the Effective Time, holders of Certificates shall cease to have rights with respect to the stock previously represented by such Certificates, and their sole rights shall be to exchange such Certificates for the Southside Merger Consideration to which the shareholder may be entitled pursuant to the provisions of Sections 1.07 and 1.08 hereof. After the closing of the transfer books as described in Section 1.12(a) hereof, there shall be no further transfer on the records of Southside of Certificates, and if such Certificates are presented to Southside for transfer, they shall be canceled against delivery of the Southside Merger Consideration. Neither Surviving Corporation nor the Exchange Agent shall be obligated to deliver the Southside Merger Consideration until such holder surrenders the Certificates or furnishes the Required Documentation as provided herein. Surviving Corporation shall have the right to withhold any applicable taxes. No interest shall accrue on Cash Distributions or the cash portion of the Combined Distributions specified in the Election Forms pursuant to Section 1.08(b). No dividends or distributions declared after the Effective Time on the Surviving Corporation Common Stock will be remitted to any person entitled to receive Surviving Corporation Common Stock under this Agreement until such person surrenders the Certificate representing the right to receive such Surviving Corporation Common Stock or furnishes the Required Documentation, at which time such dividends or distributions shall be remitted to such person, without interest and less any taxes that may have been imposed thereon. Certificates surrendered for exchange by an "affiliate" of Southside as determined pursuant to Section 5.06, shall not be exchanged until Surviving Corporation has received a written agreement from such affiliate if required pursuant to Section 5.06 hereof. (g) At any time following the sixth (6th) month after the Effective Time, the Surviving Corporation shall be entitled to require the Exchange Agent to deliver to it any portion of the funds which had been made available to the Exchange Agent pursuant to Section 1.09(a) and not disbursed to holders of shares of Southside Common Stock (including, without limitation, all interest and other income received by the Exchange Agent in respect of all amounts of funds made available to it), and thereafter each such holder shall be entitled to look only to the Surviving Corporation (subject to abandoned property, escheat and other similar laws), and only as general creditors thereof, with respect to any Southside Merger Consideration that may be payable upon due surrender of the Certificates held by such holder (or the Required Documentation). If any Certificates (or the Required Documentation) shall not have been surrendered immediately prior to such date on which the Southside Merger Consideration in respect of such Certificate would otherwise escheat to or become the property of any Regulatory Authority, any such cash, shares, dividends or distributions payable in respect of such Certificate shall, to the extent permitted by applicable law or regulation, become the property of the Surviving Corporation, free and clear of all claims or interest of any person previously entitled thereto. Notwithstanding the foregoing, neither the Surviving Corporation nor the Exchange Agent shall be liable to any holder of a share of Southside Common Stock for any Southside Merger Consideration delivered in respect of such share of Southside Common Stock to a public official pursuant to any abandoned property, escheat or other similar laws. (h) Unless otherwise required by Allegiant or Surviving Corporation, holders of certificates formerly representing Allegiant Common Stock shall not be required to exchange such certificates for certificates representing Surviving Corporation Common Stock; provided, however, that if an exchange of such certificates is required by law or applicable rule or regulation, Allegiant will cause the Surviving Corporation to arrange for such exchange in accordance with the other provisions of this Agreement. (i) Surviving Corporation will pay to the applicable taxing authority in strict accordance with applicable laws all taxes withheld by Surviving Corporation in accordance with this Agreement.

Exchange Procedures. Promptly following (a) Prior to the Effective Time Time, Chittenden shall deposit, or shall cause to be deposited, with a bank or trust company selected by Chittenden and reasonably acceptable to VFSC (and in any event not later than the third (3rd) Business Day thereafter"Exchange Agent"), Parent shall instruct for the Exchange Agent to mail to each holder benefit of record the holders of certificates or instruments evidencing the Company Ordinary Shares that were outstanding representing shares of VFSC Common Stock immediately prior to the Effective Time (collectively"Old Certificates"), for exchange in accordance with this Article III, certificates representing the “shares of Chittenden Common Stock ("New Certificates”") and which were converted into an estimated amount of cash to be paid in lieu of fractional shares (such cash and New Certificates, together with any dividends or distributions with respect thereto (without any interest thereon), being hereinafter referred to as the right "Exchange Fund") to receive the applicable portion of the Merger Consideration be paid pursuant to Section 2.6, this Article III in exchange for outstanding shares of VFSC Common Stock. (ib) a letter of transmittal (which shall specify that delivery shall be effectedAs promptly as practicable after the Effective Time, and risk in any event within seven business days thereafter, Chittenden shall send or cause to be sent to each holder of loss and title record of shares (other than Treasury Shares) of VFSC Common Stock immediately prior to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent, and shall be in such form and have such other provisions as Parent and/or the Exchange Agent may reasonably specify), and (ii) instructions Effective Time transmittal materials for use in effecting the surrender of the exchanging such stockholder's Old Certificates in exchange for the applicable portion consideration set forth in this Article III. Chittenden shall cause the New Certificates, into which shares of the Merger Consideration. Upon surrender of Certificates for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may reasonably be required by Parent or the Exchange Agent (including any required Internal Revenue Service Form W-9 or Form W-8, or any Tax forms required under any other applicable law), the holders of such Certificates shall be entitled to receive in exchange therefor a check or wire transfer of immediately available funds in the amount of U.S. dollars representing the applicable portion of the Merger Consideration that such holders have the right to receive pursuant to Section 2.6, and the Certificates so surrendered shall forthwith be cancelled. Until so surrendered, outstanding Certificates will be deemed stockholder's VFSC Common Stock are convertible from and after the Effective Time, for all corporate purposesand/or any check in respect of any fractional share interests or dividends or distributions which such person shall be entitled to receive, to evidence only be delivered to such stockholder upon delivery to the Exchange A-7 (c) Notwithstanding the foregoing, neither the Exchange Agent nor any party hereto or any affiliate thereof shall be liable to any former holder of VFSC Common Stock for any amount properly delivered to a public official pursuant to applicable abandoned property, escheat or similar laws. (d) No dividends or other distributions with respect to Chittenden Common Stock with a record date occurring after the Effective Time shall be paid to the holder of any unsurrendered Old Certificate representing shares of VFSC Common Stock converted in the Merger into the right to receive upon shares of such Chittenden Common Stock until the holder thereof shall surrender such Old Certificate, together with the necessary transmittal materials, in accordance with this Article III. Subject to applicable law, after the surrender of an Old Certificate in accordance with this Article III, the record holder thereof the applicable shall be entitled to receive any such dividends or other distributions, without any interest thereon, which theretofore had become payable with respect to shares of Chittenden Common Stock for which such Old Certificate was exchangeable. (e) Any portion of the Merger Consideration Exchange Fund that remains unclaimed by the holders thereof have stockholders of VFSC for twelve (12) months after the right Effective Time shall be paid to Chittenden, subject to the rights of such stockholders to receive pursuant payments from any such portion of the Exchange Fund in accordance with the terms of this Article III. Any stockholders of VFSC who have not theretofore complied with this Article III shall thereafter look only to Section 2.6. No interest will be paid or accrued Chittenden for payment of the shares of Chittenden Common Stock, cash in lieu of any fractional shares and unpaid dividends and distributions on any cash payable to holders the Chittenden Common Stock deliverable in respect of Certificates each share of VFSC Common Stock such stockholder holds as determined pursuant to this Agreement. In the event of a transfer of ownership of Company Ordinary Share that is not registered in the transfer records of the Company, the applicable portion of the Merger Consideration that the holder thereof has the right to receive pursuant to Section 2.6 may be paid to a transferee if the Certificate representing such Company Ordinary Shares is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer Taxes have been paid. With respect to any Company Ordinary Shares held in uncertificated form (“Book-Entry Shares”), Parent shall cause the Exchange Agent to mail or otherwise deliver to each holder of Book-Entry Shares (x) materials advising such holder of the effectiveness of the Merger and the conversion of each of such holder’s Company Ordinary Shares into the Per Share Merger Consideration pursuant to the terms of this Agreement upon the completion of the Merger, and (y) a check, deposit or wire transfer of immediately available funds (in Parent’s and Exchange Agent’s discretion) in the amount of the aggregate Per Share Merger Consideration payable to such holder with respect to such holder’s Company Ordinary Shares, in each case case, without any action by such holdersinterest thereon.

Exchange Procedures. Promptly following (i) As soon as reasonably practicable after the Effective Time Closing Date, Acquirer shall mail or instruct U.S. Bank National Association (and or other bank or trust company as Acquirer may choose in any event not later than its reasonable discretion (the third (3rd“Paying Agent”)) Business Day thereafter), Parent shall instruct the Exchange Agent to mail to each every holder of record of certificates or instruments evidencing the Company Ordinary Shares Capital Stock that were was issued and outstanding immediately prior to the Effective Time (collectivelyand that has not previously delivered its certificates or instruments, which immediately prior to the Effective Time represented issued and outstanding Company Capital Stock ( the “CertificatesConverting Instruments”), with a properly completed and duly executed letter of transmittal in customary form (the “Letter of Transmittal”) and which were converted together with instructions for use of the Letter of Transmittal in effecting the surrender of the Converting Instruments into the right to receive the applicable portion a Pro Rata Portion of the Merger Consideration pursuant to Section 2.6, (i) a letter Consideration. The Letter of transmittal (which Transmittal shall specify that delivery of the Converting Instruments shall be effected, and risk of loss and title to the Certificates Converting Instruments shall pass, only upon proper delivery receipt thereof by Paying Agent, together with a properly completed and duly executed Letter of Transmittal, duly executed on behalf of each Person effecting the Certificates to the Exchange Agentsurrender of such Converting Instruments, and shall be in such form and have such other provisions as Parent and/or the Exchange Agent Acquirer may reasonably specify), including that the Converting Holders agree to be bound by the provisions of Section 1.5 and ARTICLE 8 and agree to release the Company and the Surviving Corporation from any claims, rights, liabilities and causes of action whatsoever based upon, relating to or arising out of the Converting Instruments. The Company will pay Merger Consideration due in exchange for In the Money Options through Company payroll and no Converting Holder shall be required to deliver evidence of In the Money Options. (ii) instructions for use in effecting At the surrender of the Certificates in exchange for the applicable portion of the Merger Consideration. Upon surrender of Certificates for cancellation Closing, Acquirer shall cause to the Exchange be deposited with Paying Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may reasonably be required by Parent or the Exchange Agent (including any required Internal Revenue Service Form W-9 or Form W-8, or any Tax forms required under any other applicable law), the holders of such Certificates shall be entitled to receive in exchange therefor a check or wire transfer of immediately available funds in the an amount of U.S. dollars representing cash sufficient to pay the applicable portion of the Merger Consideration that such holders have the right to receive pursuant to Section 2.6, and the Certificates so surrendered shall forthwith be cancelled. Until so surrendered, outstanding Certificates will be deemed from and after Closing Payment. (iii) At the Effective Time, for all corporate purposes, to evidence only the right to receive Time and upon surrender thereof the applicable portion receipt of the Merger Consideration that the holders thereof have the right to receive pursuant to Section 2.6. No interest will be paid or accrued on any cash payable to holders of Certificates pursuant to this Agreement. In the event of a transfer of ownership of Company Ordinary Share that is not registered in the transfer records of the Company, the applicable portion of the Merger Consideration that the holder thereof has the right to receive pursuant to Section 2.6 may be paid to a transferee if the Certificate representing such Company Ordinary Shares is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer Taxes have been paid. With respect to any Company Ordinary Shares held in uncertificated form (“Book-Entry Shares”), Parent shall cause the Exchange Agent to mail or otherwise deliver to each holder of Book-Entry Shares (x) materials advising such holder written confirmation of the effectiveness of the Merger from the Secretary of State of the State of Delaware, (i) Acquirer shall cause to be paid directly to the Company Convertible Noteholder the Convertible Note Payment Amount as promptly as practicable following the submission of the Note Pay-off Letter and (ii) will instruct the conversion Paying Agent to pay by check or wire transfer the applicable Pro Rata Portion of each of such holder’s Company Ordinary Shares into the Per Share Merger Consideration Closing Payment, pursuant to Section 1.3 and subject to the terms of this Agreement Agreement, to each Converting Holder, other than to those holders of Dissenting Shares not entitled to payment, as promptly as practicable following the submission of the Converting Instrument to the Paying Agent and a duly executed Letter of Transmittal by such holder of record. If any Converting Instrument shall have been lost, stolen, or destroyed, upon the completion making of an affidavit of that fact by the MergerPerson claiming such document to be lost, stolen, or destroyed and, if required by the Paying Agent, the payment of any reasonable fees, and (y) the posting by such Person of a checkbond, deposit or wire transfer of immediately available funds (in Parent’s and Exchange Agent’s discretion) in such reasonable amount as the amount of the aggregate Per Share Merger Consideration payable to such holder Paying Agent may direct as indemnity against any claim that may be made against it with respect to such holder’s document, the Paying Agent will issue in exchange for such lost, stolen, or destroyed document, the applicable Pro Rata Portion of the Closing Payment to which the holder is entitled under Section 1.3. (iv) The adoption of this Agreement and the approval of the Merger by the Company Ordinary SharesStockholders shall constitute approval of the appointment of the Stockholders’ Agent. (v) No interest shall accumulate on any cash payable in connection with the Merger. (vi) If any cash amount payable pursuant to Section 1.3(a) is to be paid to a Person other than the Person to which the Converting Instruments are surrendered in exchange therefor is registered, it shall be a condition of the payment thereof that the Converting Instruments so surrendered shall be properly endorsed and otherwise in each case without proper form for transfer and that the person requesting such exchange shall have paid to Acquirer or any action agent designated by it any transfer or other Taxes required by reason of the payment of cash in any name other than that of the registered holder of the Certificate surrendered, or established to the satisfaction of Acquirer or any agent designated by it that such holdersTax has been paid or is not payable.

Exchange Procedures. Promptly following (A) At or prior to the Effective Time Time, Investar shall deposit with American Stock Transfer & Trust Company LLC (and in any event not later than the third (3rd) Business Day thereafter“Paying Agent”), Parent shall instruct for the Exchange Agent benefit of the holders of Certificates (as defined below), for exchange in accordance with this Section 2.05, an amount of cash equal to mail to each holder the Per Share Consideration multiplied by the number of record shares of certificates or instruments evidencing the Company Ordinary Shares that were CFG Stock issued and outstanding immediately prior to the Effective Time (collectively, which is hereinafter referred to as the “CertificatesExchange Fund”). The Exchange Fund shall not be used for any other purpose other than as provided in this Agreement. (B) and which were converted into No later than five Business Days after the right Effective Time, Investar will instruct the Paying Agent mail to receive the applicable portion each record holder of the Merger Consideration pursuant CFG Stock, other than to Section 2.6holders of Dissenting Shares, (i) a letter of transmittal that will (which shall i) specify that delivery shall will be effected, and risk of loss and title to the Certificates shall CFG Stock will pass, only upon proper delivery of the Certificates stock certificates (the “Certificates”) for certificated shares of CFG Stock to the Exchange Paying Agent, and shall be in such form and have such other provisions as Parent and/or the Exchange Agent may reasonably specify), and (ii) instructions for use in effecting the surrender Certificate(s) with respect to certificated shares of the Certificates CFG Stock in exchange for the applicable portion of consideration to which the Merger Considerationholder is entitled, and (iii) include such other commercially reasonable provisions consistent with the terms hereof as the Paying Agent may specify. Upon surrender of Certificates a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by ParentPaying Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions theretoexecuted, and such other documents as Investar may reasonably be required by Parent or the Exchange Agent (including any required Internal Revenue Service Form W-9 or Form W-8, or any Tax forms required under any other applicable law)require, the holders holder of such Certificates shall Certificate will be entitled to receive the Per Share Consideration described in exchange therefor a check or wire transfer of immediately available funds Section 2.01. The Paying Agent will cancel the Certificates surrendered in accordance with this Section 2.05. Until surrendered, the amount of U.S. dollars representing the applicable portion of the Merger Consideration that such holders have Certificates will represent the right to receive pursuant to Section 2.6, and the Certificates so surrendered shall forthwith be cancelled. Until so surrendered, outstanding Certificates will be deemed from and after the Effective Time, for all corporate purposes, to evidence only the right to receive upon surrender thereof the applicable portion of the Merger Consideration that the holders thereof have the right to receive pursuant to Section 2.6. Per Share Consideration. (C) No interest will be paid or accrued on any cash payable will accrue to the holders of Certificates pursuant the Certificate(s) with respect to this Agreementthe consideration to which the holder may be entitled. In Notwithstanding anything herein to the event contrary, none of a transfer of ownership of Company Ordinary Share that is not registered in Investar, the transfer records of the Interim Company, Investar Bank, CFG, Cheaha Bank or the applicable portion Paying Agent will be liable to any former holder of the Merger Consideration that the holder thereof has the right to receive pursuant to Section 2.6 may be paid to a transferee if the Certificate representing such Company Ordinary Shares is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer Taxes have been paid. With CFG Stock with respect to any Company Ordinary Shares held amount delivered in uncertificated form good faith to a public official in accordance with any applicable abandoned property, escheat or similar laws. (“Book-Entry Shares”)D) If any Certificate has been lost, Parent shall cause the Exchange Agent to mail stolen or otherwise deliver to each holder of Book-Entry Shares (x) materials advising such holder of the effectiveness of the Merger and the conversion of each of such holder’s Company Ordinary Shares into the Per Share Merger Consideration pursuant to the terms of this Agreement destroyed, upon the completion making of an affidavit of that fact by the MergerPerson claiming such Certificate to be lost, and (y) stolen or destroyed and, if required by Investar or the Paying Agent, the posting by such Person of a check, deposit or wire transfer of immediately available funds (bond in Parent’s and Exchange Agent’s discretion) in the such reasonable amount of the aggregate Per Share Merger Consideration payable to such holder as Investar may determine is necessary as indemnity against any claim that may be made against it with respect to such holder’s Company Ordinary SharesCertificate, Investar will deliver in each case exchange for the lost, stolen or destroyed Certificate the consideration due to such Person under this Agreement. (E) Any shares of CFG Stock held directly or indirectly by Investar, Investar Bank, CFG or Cheaha Bank immediately prior to the Effective Time (other than shares held in a fiduciary or agency capacity or in connection with debts previously contracted) shall, at the Effective Time, cease to exist, and the certificates for such shares shall be canceled as promptly as practicable thereafter, and no payment or distribution shall be made in consideration therefor. (F) Any portion of the Exchange Fund that remains unclaimed by the shareholders of CFG as of the one (1) year anniversary of the Effective Time may, to the extent permitted by Legal Requirements, be returned to Investar. In such event, any former shareholders of CFG who have not theretofore complied with Section 2.05 shall thereafter look only to Investar with respect to the Per Share Consideration without any action by such holdersinterest thereon.

Exchange Procedures. Promptly following the Effective Time As soon as reasonably practicable (and in any event not later than the third within two (3rd2) Business Day thereafter)Days) after the Closing Date, Parent shall instruct or the Exchange Agent to shall mail to each holder of record of certificates or instruments evidencing the Company Ordinary Shares that were outstanding immediately prior to the Effective Time (collectively, the “Certificates”) and which were converted into the right to receive the applicable portion of the Merger Consideration pursuant to Section 2.6, (i) a letter of transmittal (which shall specify that in customary form and substance to each Stockholder at the address set forth opposite each such Stockholder’s name on the Spreadsheet. After 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, Agent of a letter of transmittal and shall be in such form and have such any other provisions as documents (including applicable tax forms) that Parent and/or or the Exchange Agent may reasonably specifyrequire in connection therewith (the “Exchange Documents”), and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the applicable portion of the Merger Consideration. Upon surrender of Certificates for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may reasonably be required by a certificate representing shares of Company Capital Stock (the “Company Stock Certificates”), (i) Parent or shall cause the Exchange Agent (including any required Internal Revenue Service Form W-9 or Form W-8, or any Tax forms required under any other applicable law), to pay to the holders holder of such Certificates shall be entitled to receive Company Stock Certificate in exchange therefor a check or wire transfer of immediately available funds in the amount of U.S. dollars representing the applicable cash portion of the Merger Consideration that such holders have the right to receive payable in respect thereto pursuant to Section 2.61.6(b)(i) and Section 1.6(b)(ii) (less the cash amounts to be withheld and deposited in the Escrow Fund pursuant to Section 1.7(b)(ii) and the Representative Escrow Fund pursuant to Section 1.7(b)(iv)), and (ii) Parent shall cause its transfer agent to issue to the holder of such Company Stock Certificate the stock portion of the Merger Consideration issuable in respect thereto pursuant to Section 1.6(b)(i) (less the shares of Parent Common Stock to be withheld and deposited in the Escrow Fund pursuant to Section 1.7(b)(ii)), and the Certificates Company Stock Certificate so surrendered shall forthwith be cancelled. Until so surrendered, each Company Stock Certificate outstanding Certificates will be deemed from and after the Effective TimeTime will be deemed, for all corporate purposespurposes thereafter, to evidence only the right to receive upon surrender thereof the applicable cash and stock amounts payable, if any, in exchange for shares of Company Capital Stock (without interest) into which such shares of Company Capital Stock shall have been so converted. No portion of the Merger Consideration that the holders thereof have the right to receive pursuant to Section 2.6. No interest will be paid or accrued on any cash payable to holders of Certificates pursuant to this Agreement. In the event of a transfer of ownership of Company Ordinary Share that is not registered in the transfer records of the Company, the applicable portion of the Merger Consideration that the holder thereof has the right to receive pursuant to Section 2.6 may be paid to a transferee if the of any unsurrendered Company Stock Certificate representing such Company Ordinary Shares is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer Taxes have been paid. With respect to any Company Ordinary Shares held in uncertificated form (“Book-Entry Shares”), Parent shall cause the Exchange Agent to mail or otherwise deliver to each holder of Book-Entry Shares (x) materials advising such holder of the effectiveness of the Merger and the conversion of each of such holder’s Company Ordinary Shares into the Per Share Merger Consideration pursuant to the terms of this Agreement upon the completion of the Merger, and (y) a check, deposit or wire transfer of immediately available funds (in Parent’s and Exchange Agent’s discretion) in the amount of the aggregate Per Share Merger Consideration payable to such holder with respect to shares of Company Capital Stock formerly represented thereby until the holder of record of such holder’s Company Ordinary Shares, in each case without any action by Stock Certificate shall surrender such holdersCompany Stock Certificate and validly executed Exchange Documents pursuant hereto.

Exchange Procedures. Promptly following As soon as reasonably practicable after the Merger Effective Time (Time, and in any event not later than the third within four (3rd4) Business Day thereafter)Days after the Merger Effective Time, Parent Holdco shall instruct cause the Exchange Agent to mail to each holder of record of certificates or instruments evidencing an Eaton Certificate and to each holder of record of an Eaton Book Entry Share, which at the Company Ordinary Shares that were outstanding immediately prior to the Merger Effective Time (collectively, the “Certificates”) and which were converted into the right to receive the applicable portion of the Merger Consideration pursuant to Section 2.6Clause 8.2(f)(i), (i) a letter of transmittal (which shall specify that delivery shall be effected, and that risk of loss and title to the Eaton Certificates shall pass, only upon proper delivery of the Eaton Certificates to the Exchange AgentAgent or, and shall be in such form and have such other provisions as Parent and/or the Exchange Agent may reasonably specifycase of Eaton Book Entry Shares, upon adherence to the procedures set forth in the letter of transmittal), and (ii) instructions for use in effecting the surrender of the Eaton Certificates and Eaton Book Entry Shares, as applicable, in exchange for the applicable portion payment of the Merger ConsiderationConsideration therefor. Upon surrender of Eaton Certificates or Eaton Book Entry Shares (as applicable) for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by ParentAgent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may reasonably be required by Parent or the Exchange Agent (including any required Internal Revenue Service Form W-9 or Form W-8, or any Tax forms required under any other applicable law)Agent, the holders holder of such Eaton Certificates or Eaton Book Entry Shares (as applicable) shall be entitled to receive in exchange therefor a check therefor: (a) that number of Holdco Shares into which such holder’s Eaton Shares represented by such holder’s properly surrendered Eaton Certificates or wire transfer of immediately available funds in the amount of U.S. dollars representing the applicable portion of the Merger Consideration that such holders have the right to receive Eaton Book Entry Shares (as applicable) were converted pursuant to Section 2.6Clause 8.2(f)(i), and the Eaton Certificates or Eaton Book Entry Shares (as applicable) so surrendered shall forthwith be cancelled. Until so surrendered, outstanding Certificates will be deemed from and (b) a check in an amount of U.S. dollars (after the Effective Time, for all corporate purposes, giving effect to evidence only the right to receive upon surrender thereof the applicable portion of the Merger Consideration that the holders thereof have the right to receive any required withholdings pursuant to Section 2.6. No interest will be paid or accrued on Clause 8.2(g)(ix)) equal to any cash payable to holders of Certificates pursuant to this Agreement. In the event of a transfer of ownership of Company Ordinary Share dividends or other distributions that is not registered in the transfer records of the Company, the applicable portion of the Merger Consideration that the such holder thereof has the right to receive pursuant to Section 2.6 may Clause 8.2(g)(iv). No interest shall be paid to a transferee if or shall accrue for the Certificate representing such Company Ordinary Shares is presented to benefit of holders of the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer Taxes have been paid. With respect to any Company Ordinary Shares held in uncertificated form (“Book-Entry Shares”), Parent shall cause the Exchange Agent to mail Eaton Certificates or otherwise deliver to each holder of Book-Eaton Book Entry Shares (x) materials advising such holder of on the effectiveness of the Merger and the conversion of each of such holder’s Company Ordinary Shares into the Per Share Merger Consideration pursuant to the terms of this Agreement upon the completion of the Merger, and (y) a check, deposit or wire transfer of immediately available funds (in Parent’s and Exchange Agent’s discretion) in the amount of the aggregate Per Share Merger Consideration payable to such holder with in respect to such holder’s Company Ordinary of the Eaton Certificates or Eaton Book Entry Shares, in each case without any action by such holders.

Exchange Procedures. (i) Promptly following after the Effective Time (and in any event not later than the third (3rd) Business Day thereafter)Closing, Parent PubCo shall instruct cause the Exchange Agent to mail to each (A) record holder of record of a certificate or certificates or instruments evidencing the Company Ordinary Shares that were outstanding which immediately prior to the Effective Time Closing Date represented outstanding Check-Cap Ordinary Shares (collectively, the “Certificates”), or (B) and which holder of Check-Cap Ordinary Shares in a book-entry account representing a noncertificated share registered in the shareholders’ register of Check-Cap (the “Book-Entry Shares”), whose shares were converted into the right to receive the applicable portion shares of the Merger Consideration PubCo Common Stock pursuant to Section 2.63.2(a), (ix) 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 (or affidavit of loss in lieu thereof as provided in Section 3.4(q) or Book-Entry Share, as applicable) to the Exchange Agent, Agent and shall be in such customary form and have such other provisions as Parent and/or the Exchange Agent PubCo may reasonably specify), and (iiy) instructions for use in effecting the surrender of the Certificates (or affidavit of loss in lieu thereof as provided in Section 3.4(q) or Book-Entry Share, as applicable) in exchange for the shares of PubCo Common Stock, and (z) such forms and certificates as may be required under any applicable portion Tax Law or tax ruling, and each in such form as may be reasonably requested by the Exchange Agent or the Israeli Paying Agent, in which the beneficial owner of Check-Cap Ordinary Shares provides certain information necessary for the Merger Consideration. Exchange Agent, Information Agent or Israeli Paying Agent to determine whether any amounts need to be withheld from the consideration payable or otherwise deliverable to such beneficial owner (and, if the beneficial owner is not the registered owner, the registered owner) hereunder pursuant to the terms of any applicable Tax Law or tax ruling. (ii) Upon (A) in the case of Certificates, the surrender of Certificates such Certificate (or an affidavit of loss in lieu thereof) for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent, together with such the letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, including, if applicable, a duly completed and validly executed declaration or Qualified Withholding Certificate or such other forms as may be required under any applicable Tax Law or tax ruling, and such other documents as may reasonably be required by Parent or the Exchange Agent, Information Agent or Israeli Paying Agent; or (including any required Internal Revenue Service Form W-9 or Form W-8, or any Tax forms required under any other applicable law)B) in the case of Book-Entry Shares, the holders receipt of an “agent’s message” by the Exchange Agent, the holder of such Certificates or Book-Entry Shares, as applicable, shall be entitled to receive (subject to, if applicable, a duly completed and validly executed declaration or Qualified Withholding Certificate or such other forms required to be filed or collected under any applicable Tax Law or tax ruling) in exchange therefor a check or wire transfer of immediately available funds in the amount of U.S. dollars representing the applicable portion of the Check-Cap Merger Consideration that to which such holders have the right to receive holder is entitled pursuant to Section 2.63.2(a) (which shall be in uncertificated book-entry form, to the extent permitted) and the Certificates so surrendered shall forthwith be cancelled, subject to Section 3.4(i). Until so surrenderedNotwithstanding anything to the contrary herein, with respect to any Section 102 Shares of Check-Cap or Keystone that are outstanding Certificates will be deemed from and after immediate prior to the Israeli Merger Effective Time or the U.S. Merger Effective Time, for all corporate purposesrespectively, the Aggregate Transaction Consideration in respect of such Section 102 Shares shall be transferred by the Exchange Agent or PubCo to evidence only the right to receive upon surrender thereof the applicable portion 102 Trustee and thereafter to the holder of such Section 102 Shares in accordance with the terms of the Merger Consideration Check-Cap Stock Plan or the Keystone Stock Plans (as applicable), the Check-Cap Options Tax Ruling or the Keystone Options Tax Ruling (as applicable), Section 102 of the Israeli Income Tax Ordinance and/or any other approval that may be issued by the holders thereof have the right to receive pursuant to Section 2.6. No interest will be paid or accrued on any cash payable to holders of Certificates pursuant to this Agreement. ITA. (iii) In the event of a transfer of ownership of Company Ordinary Share that a Certificate which is not registered in the transfer records of the Company, the applicable portion Check-Cap as of the Merger Consideration that Closing Date, certificates representing the holder thereof has the right to receive pursuant to Section 2.6 proper amount of shares of PubCo Common Stock may be paid issued to a transferee if Person other than the Person in whose name the Certificate representing so surrendered is registered, if such Company Ordinary Shares is Certificate shall be properly presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and the Person requesting such issuance shall pay any transfer or other Taxes required by evidence reason of the issuance of shares of PubCo Common Stock to a Person other than the registered holder of such Certificate or establish to the satisfaction of PubCo that any such Tax has been paid or is not applicable stock transfer Taxes have been paidand subject to the provisions of Section 3.4(i). With respect to any Company Ordinary Shares held in uncertificated form (“Until surrendered as contemplated by this Section 3.4(b), each Certificate and Book-Entry Shares”Share shall be deemed at any time after the Closing Date to represent only the right to receive the applicable portion of the Check-Cap Merger Consideration (and any amounts to be paid pursuant to Section 3.4(c)) upon such surrender. No interest shall be paid or shall accrue on any amount payable pursuant to Section 3.4(c). (iv) Notwithstanding anything to the contrary in this Agreement, Parent any holder of a Book-Entry Share shall not be required to deliver a Certificate or an executed letter of transmittal to the Exchange Agent in order to receive the applicable portion of the Check-Cap Merger Consideration that such holder is entitled to receive pursuant to Section 3.2(a)upon such surrender. In lieu thereof, each registered holder of one or more Book-Entry Shares shall automatically be entitled to receive, and PubCo shall cause the Exchange Agent to mail or otherwise deliver to each holder of Book-Entry Shares (x) materials advising such holder pay and deliver, as soon as practicable after the Closing Date, the applicable portion of the effectiveness of the Merger and the conversion of each of such holder’s Company Ordinary Shares into the Per Share Check-Cap Merger Consideration pursuant to the terms provisions of this Section 3, subject to any applicable withholding Tax pursuant to Section 3.4(c) (and if applicable, subject to the submission to the Exchange Agent or the Israeli Paying Agent of any duly completed and validly executed declaration or Qualified Withholding Certificate or such other forms required to be filed or collected under any applicable Tax Law or tax ruling), and the Book-Entry Shares of such holder shall forthwith be cancelled. (v) Promptly after the Closing, PubCo shall cause its transfer agent to issue to each record holder of outstanding shares of Keystone Common Stock as of immediately prior to the Closing Date whose shares were converted into the right to receive shares of PubCo Common Stock pursuant to Section 3.3(a), the applicable portion of the Keystone Merger Consideration to which such holder is entitled pursuant to Section 3.3(a) (which shall be in uncertificated book-entry form, to the extent permitted), subject to the provisions of this Agreement upon and any applicable Tax Law or tax ruling, including any requirement under the completion 103T Tax Ruling to place certain shares of PubCo Common Stock in trust with the Merger, and (y) a check, deposit or wire transfer of immediately available funds (in Parent’s and Exchange Israeli Paying Agent’s discretion) in the amount of the aggregate Per Share Merger Consideration payable to such holder with respect to such holder’s Company Ordinary Shares, in each case without any action by such holders.

Exchange Procedures. Promptly following (a) Appropriate transmittal materials ("Letter of Transmittal") in a form satisfactory to UFB and SCCB, shall be mailed as soon as reasonably practicable after the Effective Time (Time, and in any no event not later than the third (3rd) Business Day 5 business days thereafter), Parent shall instruct the Exchange Agent to mail to each holder of record of certificates or instruments evidencing the Company Ordinary Shares that were outstanding immediately prior to SCCB Common Stock as of the Effective Time Time. A Letter of Transmittal will be deemed properly completed only if accompanied by certificates representing all shares of SCCB Common Stock to be converted thereby. (collectivelyb) At and after the Effective Time, the “Certificates”each certificate ("SCCB Certificate") and which were converted into previously representing shares of SCCB Common Stock (except as specifically set forth in Section 1.2) shall represent only the right to receive the applicable portion Merger Consideration. (c) Prior to the Effective Time, UFB shall deposit, or shall cause to be deposited, either (i) in a segregated account with Provident Community Bank or (ii) with such bank or trust company that is selected by UFB to act as exchange agent ("Exchange Agent"), for the benefit of the Merger holders of shares of SCCB Common Stock, for exchange in accordance with this Section 1.3, an amount of cash sufficient to pay the aggregate amount of Cash Consideration to be paid pursuant to Section 2.61.2 and the aggregate amount of cash to be paid in lieu of fractional shares, and UFB shall reserve for issuance with its Transfer Agent and Registrar a sufficient number of shares of UFB Common Stock to provide for payment of the Stock Consideration. At the Effective Time, UFB shall have granted the Exchange Agent the requisite power and authority to effect for and on behalf of UFB the issuance of the number of shares of UFB Common Stock issuable in the share exchange. (d) The Letter of Transmittal shall (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the SCCB Certificates shall pass, only upon proper delivery of the SCCB Certificates to the Exchange Agent, and shall (ii) be in such a form and have such contain any other provisions as Parent and/or the Exchange Agent UFB may reasonably specify), determine and (iiiii) include instructions for use in effecting the surrender of the SCCB Certificates in exchange for the applicable portion of the Merger Consideration. Upon the proper surrender of the SCCB Certificates for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by ParentAgent, together with such letter of transmittal, duly a properly completed and validly duly executed in accordance with the instructions thereto, and such other documents as may reasonably be required by Parent or the Exchange Agent (including any required Internal Revenue Service Form W-9 or Form W-8, or any Tax forms required under any other applicable law)Letter of Transmittal, the holders holder of such SCCB Certificates shall be entitled to receive in exchange therefor (m) a check or wire transfer certificate representing that number of immediately available funds in the amount whole shares of U.S. dollars representing the applicable portion of the Merger Consideration UFB Common Stock that such holders have the right to receive pursuant to Section 2.6, and the Certificates so surrendered shall forthwith be cancelled. Until so surrendered, outstanding Certificates will be deemed from and after the Effective Time, for all corporate purposes, to evidence only the right to receive upon surrender thereof the applicable portion of the Merger Consideration that the holders thereof have the right to receive pursuant to Section 2.6. No interest will be paid or accrued on any cash payable to holders of Certificates pursuant to this Agreement. In the event of a transfer of ownership of Company Ordinary Share that is not registered in the transfer records of the Company, the applicable portion of the Merger Consideration that the holder thereof has the right to receive pursuant to Section 2.6 may 1.2 and (n) a check in the amount equal to the cash that such holder has the right to receive pursuant to Section 1.2 (including any cash in lieu of any fractional shares of SCCB Common Stock to which such holder is entitled and any dividends or other distributions to which such holder is entitled pursuant to this Section 1.3). SCCB Certificates so surrendered shall forthwith be canceled. As soon as practicable, but no later than five (5) business days following receipt of the properly completed Letter of Transmittal and any necessary accompanying documentation, the Exchange Agent shall distribute UFB Common Stock and cash as provided herein. The Exchange Agent shall not be entitled to vote or exercise any rights of ownership with respect to the shares of UFB Common Stock held by it from time to time hereunder, except that it shall receive and hold all dividends or other distributions paid or distributed with respect to such shares for the account of the persons entitled thereto. If there is a transfer of ownership of any shares of SCCB Common Stock not registered in the transfer records of SCCB, the Merger Consideration shall be issued to the transferee thereof if the Certificate SCCB Certificates representing such Company Ordinary Shares is SCCB Common Stock are presented to the Exchange Agent, accompanied by all documents required required, in the reasonable judgment of UFB and the Exchange Agent, (x) to evidence and effect such transfer and by (y) to evidence that any applicable stock transfer Taxes taxes have been paid. With . (e) No dividends or other distributions declared or made after the Effective Date with respect to UFB Common Stock shall be remitted to any Company Ordinary Shares held person entitled to receive shares of UFB Common Stock hereunder until such person surrenders his or her SCCB Certificates in uncertificated form accordance with this Section 1.3. Upon the surrender of such person's SCCB Certificates, such person shall be entitled to receive any dividends or other distributions, without interest thereon, which theretofore had become payable with respect to shares of UFB Common Stock represented by such person's SCCB Certificates. (“Book-Entry Shares”)f) From and after the Effective Time there shall be no transfers on the stock transfer records of SCCB of any shares of SCCB Common Stock. If, Parent after the Effective Time, SCCB Certificates are presented to UFB, they shall cause be canceled and exchanged for the Merger Consideration deliverable in respect thereof pursuant to this Agreement in accordance with the procedures set forth in this Section 1.3. (g) Any portion of the aggregate amount of cash pursuant to Section 1.2, any dividends or other distributions to be paid pursuant to this Section 1.3 or any proceeds from any investments thereof that remain unclaimed by the stockholders of SCCB for nine months after the Effective Time, shall be repaid by the Exchange Agent to mail UFB upon the written request of UFB. After such request is made, any stockholders of SCCB who have not theretofore complied with this Section 1.3 shall look only to UFB for the Merger Consideration deliverable in respect of each share of SCCB Common Stock such stockholder holds, as determined pursuant to Section 1.2 of this Agreement, without any interest thereon. If outstanding SCCB Certificates are not surrendered prior to the date on which such payments would otherwise escheat to or otherwise deliver become the property of any governmental unit or agency, the unclaimed items shall, to each the extent permitted by any abandoned property, escheat or other applicable laws, become the property of UFB (and, to the extent not in its possession, shall be paid over to it), free and clear of all claims or interest of any person previously entitled to such claims. Notwithstanding the foregoing, none of UFB, UFB Bank (as defined below), the Exchange Agent or any other person shall be liable to any former holder of Book-Entry Shares SCCB Common Stock for any amount delivered to a public official pursuant to applicable abandoned property, escheat or similar laws. (xh) materials advising such holder UFB and the Exchange Agent shall be entitled to rely upon SCCB's stock transfer books to establish the identity of the effectiveness of those persons entitled to receive the Merger Consideration, which books shall be conclusive with respect thereto. In the event of a dispute with respect to ownership of stock represented by any SCCB Certificate, UFB and the conversion of each of such holder’s Company Ordinary Shares into the Per Share Exchange Agent shall be entitled to deposit any Merger Consideration pursuant represented thereby in escrow with an independent third party and thereafter be relieved with respect to the terms of this Agreement any claims thereto. (i) If any SCCB Certificate shall have been lost, stolen or destroyed, upon the completion making of an affidavit of that fact by the Mergerperson claiming such SCCB Certificate to be lost, and (y) a checkstolen or destroyed and, deposit or wire transfer of immediately available funds (in Parent’s and if required by the Exchange Agent’s discretion) , the posting by such person of a bond in such amount as the amount of the aggregate Per Share Merger Consideration payable to such holder Exchange Agent may direct as indemnity against any claim that may be made against it with respect to such holder’s Company Ordinary SharesSCCB Certificate, the Exchange Agent will issue in each case without any action by exchange for such holderslost, stolen or destroyed SCCB Certificate the Merger Consideration deliverable in respect thereof pursuant to Section 1.2.

Exchange Procedures. Promptly following (A) On the Effective Time (and in any event not later than the third (3rd) Business Day thereafterimmediately preceding the Closing Date, Prosperity shall deposit or cause to be deposited in trust with Computershare Investor Services, Inc. or another bank or trust company mutually agreeable to Prosperity and Legacy (the “Exchange Agent”), Parent for the benefit of the holders of the Legacy Shares: (i) certificates for shares or, at Prosperity’s option, evidence of shares in book entry form, including via the direct registration system (collectively, referred to herein as “certificates”) representing the aggregate number of Prosperity Shares which the holders of Legacy Shares are entitled to receive pursuant to Section 1.05; and (ii) a cash amount sufficient to pay: (a) the aggregate cash portion of the Merger Consideration; and (b) any cash payable in lieu of fractional shares pursuant to Section 1.05(C) (such Prosperity Shares and cash described in the foregoing clauses (a) and (b), the “Exchange Fund”). (B) The Resulting Corporation shall instruct use commercially reasonable efforts to cause the Exchange Agent to mail mail, as soon as practicable after the Effective Time, but in no event more than 10 Business Days after the Effective Time, to each record holder of record of an outstanding certificate or certificates or instruments evidencing the Company Ordinary representing Legacy Shares (each, a “Certificate,” it being understood that were outstanding immediately prior any reference herein to “Certificate” shall be deemed to include reference to book-entry accounts relating to the Effective Time (collectivelyownership of Legacy Shares), the “Certificates”) and which were converted into the right to receive the applicable portion of the Merger Consideration pursuant to Section 2.6, (i) a form letter of transmittal (which shall will 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, Agent and shall be in such form and have such other provisions as Parent and/or the Exchange Agent may reasonably specify), and (ii) contain instructions for use in effecting the surrender of the Certificates in exchange for the applicable portion payment therefor. Prosperity shall provide a draft of the Merger Considerationform of letter of transmittal to Legacy no later than 10 days prior to the Closing Date. The form and substance of the letter of transmittal and any associated cover letter shall be mutually acceptable to Prosperity and Legacy before such transmittal materials are mailed to the holders of the Certificates. Upon surrender of Certificates for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parentof a Certificate, together with such letter of transmittal, duly transmittal properly completed and validly duly executed in accordance with (the instructions thereto, and such other documents as may reasonably be required by Parent or the Exchange Agent (including any required Internal Revenue Service Form W-9 or Form W-8, or any Tax forms required under any other applicable law“Transmittal Materials”), such Certificate shall forthwith be canceled and the holders holder of such Certificates Certificate shall be entitled to receive in exchange therefor therefor: (i) a certificate representing that number of Prosperity Shares equal to the product (rounded down to a whole Prosperity Share) of (a) the Exchange Ratio, multiplied by (b) the number of Legacy Shares represented by such Certificate; and (ii) a check or wire transfer representing an amount of immediately available funds in cash equal to the sum of (a) the product of (I) the Per Share Cash Consideration, multiplied by (II) the number of Legacy Shares represented by such Certificate; plus (b) the amount of U.S. dollars cash as the payment in lieu of the issuance of fractional Prosperity Shares calculated in accordance with Section 1.05(C). Until surrendered in accordance with this Section 2.04, each Certificate (other than Certificates representing Cancelled Shares) shall from and after the Effective Time represent for all purposes only the right to receive the Merger Consideration without any interest thereon. The Resulting Corporation will use commercially reasonable efforts to cause the Exchange Agent to review the Transmittal Materials promptly after receipt of the Transmittal Materials in order to verify proper completion and execution thereof. As soon as practicable after the Effective Time and the surrender of a Certificate to the Exchange Agent, together with properly completed and executed Transmittal Materials, the Resulting Corporation will use commercially reasonable efforts to cause the Exchange Agent to deliver the Merger Consideration as soon as practicable. (C) After the Effective Time, the share transfer ledger of Legacy shall be closed and there shall be no transfers on the share transfer books of Legacy of the Legacy Shares which were outstanding immediately before the Effective Time. If, after the Effective Time, Certificates are presented to the Resulting Corporation, they shall be presented to the Exchange Agent and exchanged as provided in this Section 2.04 as soon as practicable. (D) No dividends or other distributions declared after the Effective Time with respect to Prosperity Shares and payable to the holders thereof shall be paid to the holder of a Certificate until such holder surrenders such Certificate to the Exchange Agent in accordance with this Section 2.04, and such Certificate has been accepted for surrender by the Exchange Agent; provided that thereafter, the holder thereof shall be entitled to receive any such dividends or other distributions, without interest thereon, which had become payable after the Effective Time with respect to the Prosperity Shares represented by such Certificate. (E) Any portion of the Exchange Fund that remains unclaimed by the stockholders of Legacy for 12 months after the Exchange Agent first mails the letter of transmittal pursuant to this Section 2.04 shall be delivered to the Resulting Corporation upon demand, and any stockholders of Legacy who have not theretofore complied with the exchange procedures in this Section 2.04 shall look to the Resulting Corporation only, and not the Exchange Agent, for the payment of the Merger Consideration. If outstanding Certificates for Legacy Shares are not surrendered or the payment for them is not claimed before the date on which such Prosperity Shares or cash would otherwise escheat to any governmental unit or agency, the unclaimed items shall, to the extent permitted by abandoned property escheat or any other applicable Law, become the property of the Resulting Corporation (and to the extent not in its possession shall be delivered to it), free and clear of all claims or interest of any Person previously entitled to such property. (F) If any Prosperity Shares are to be issued in a name other than that in which the Certificate surrendered in exchange therefor is registered, it shall be a condition of the issuance thereof that the Certificate so surrendered shall be appropriately endorsed (or accompanied by an appropriate instrument of transfer) and otherwise in proper form (reasonably satisfactory to the Resulting Corporation) for transfer, and that the Person requesting such exchange shall pay to the Exchange Agent in advance any transfer or other taxes required by reason of the issuance of a certificate representing Prosperity Shares in any name other than that of the registered holder of the Certificate surrendered, or required for any other reason, or shall establish to the satisfaction of the Exchange Agent that such tax has been paid or is not payable. The Exchange Agent, Prosperity or the Resulting Corporation shall be entitled to deduct and withhold from any portion of the Merger Consideration or other consideration payable under this Agreement such amounts as the Exchange Agent, Prosperity or the Resulting Corporation, as the case may be, is required to deduct and withhold under the Code, or any provision of state, local or foreign tax Law, with respect to the making of such payment. To the extent that the amounts are so withheld by the Exchange Agent, Prosperity or the Resulting Corporation, as the case may be, such holders have withheld amounts shall be treated for all purposes of this Agreement as having been paid to the right holder of Legacy Shares, Legacy RSAs, Legacy PSAs or Legacy Options in respect of whom such deduction and withholding was made by the Exchange Agent, Prosperity or the Resulting Corporation, as the case may be. (G) None of Prosperity, the Resulting Corporation, Legacy, the Exchange Agent or any other Person shall be liable to receive any former holder of Legacy Shares for any Prosperity Share (or dividends or distributions with respect thereto) or cash properly delivered to a public official pursuant to Section 2.6applicable abandoned property, and escheat or similar Laws. (H) If any Certificate has been lost, stolen or destroyed, then upon the Certificates so surrendered shall forthwith making of an affidavit of that fact by the Person claiming such Certificate to be cancelled. Until so surrenderedlost, outstanding Certificates stolen or destroyed and, if required by Prosperity, the Resulting Corporation or the Exchange Agent, the posting by such Person of a bond in such amount as Prosperity, the Resulting Corporation or the Exchange Agent may reasonably direct as indemnity against any claim that may be made against Prosperity, the Resulting Corporation or Legacy with respect to such Certificate, the Exchange Agent will be deemed from and after the Effective Timeissue in exchange for such lost, for all corporate purposes, to evidence only the right to receive upon surrender thereof the applicable portion of stolen or destroyed Certificate the Merger Consideration that the holders deliverable in respect thereof have the right to receive pursuant to Section 2.6. No interest will be paid or accrued on any cash payable to holders of Certificates pursuant to this Agreement. In the event of a transfer of ownership of Company Ordinary Share that is not registered in the transfer records of the Company, the applicable portion of the Merger Consideration that the holder thereof has the right to receive pursuant to Section 2.6 may be paid to a transferee if the Certificate representing such Company Ordinary Shares is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer Taxes have been paid. With respect to any Company Ordinary Shares held in uncertificated form (“Book-Entry Shares”), Parent shall cause the Exchange Agent to mail or otherwise deliver to each holder of Book-Entry Shares (x) materials advising such holder of the effectiveness of the Merger and the conversion of each of such holder’s Company Ordinary Shares into the Per Share Merger Consideration pursuant to the terms of this Agreement upon the completion of the Merger, and (y) a check, deposit or wire transfer of immediately available funds (in Parent’s and Exchange Agent’s discretion) in the amount of the aggregate Per Share Merger Consideration payable to such holder with respect to such holder’s Company Ordinary Shares, in each case without any action by such holders.

Exchange Procedures. Promptly following (a) Prior to the Effective ------------------- Time, Acquiror shall designate a bank or trust company to act as exchange agent in the Merger (the "Exchange Agent"), and Acquiror shall deposit with the Exchange Agent as of the Effective Time (and in any event not later than the third (3rd) Business Day thereafter), Parent shall instruct or otherwise when requested by the Exchange Agent from time to time in order to effect any exchange pursuant to this Section 4.2) for the benefit of the holders of the Shares for exchange in accordance with this Article IV, through the Exchange Agent, certificates evidencing the Acquiror Common Shares issuable pursuant to Section 4.1 in exchange for outstanding Shares. Such Acquiror Common Shares, together with any dividends or distributions with respect thereto with a record date after the Effective Time, shall hereinafter be referred to as the "Exchange Fund." The Exchange Agent shall, pursuant to irrevocable instructions, deliver the Acquiror Common Shares pursuant to Section 4.1 out of the Exchange Fund. (b) As soon as reasonably practicable after the Effective Time, the Exchange Agent shall mail to each holder of record of certificates or instruments evidencing the Company Ordinary Shares that were outstanding immediately prior to the Effective Time (collectively, the “Certificates”) and excluding any Shares which were converted into the right to receive the applicable portion of the Merger Consideration will be canceled pursuant to Section 2.6, 4.1(b) or which are subject to Section 4.4) (i) a letter of transmittal (the "Letter of Transmittal") (which shall specify that delivery shall be effected, and risk of loss and title to the Company Certificates shall pass, only upon proper delivery of the such Company Certificates to the Exchange Agent, Agent and shall be in such form and have such other provisions as Parent and/or the Exchange Agent may reasonably Acquiror shall specify), ) and (ii) instructions for use in effecting the surrender of the Company Certificates in exchange for the applicable portion of Merger Consideration with respect to the Merger Consideration. Shares formerly represented thereby. (c) Upon surrender of Certificates a Company Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by ParentAgent, together with such letter the Letter of transmittalTransmittal, duly completed and validly executed in accordance with the instructions theretoexecuted, and such other documents as may reasonably be required by Parent Acquiror or the Exchange Agent (including any required Internal Revenue Service Form W-9 or Form W-8, or any Tax forms required under any other applicable law)shall reasonably request, the holders holder of such Certificates Company Certificate shall be entitled to receive in exchange therefor a check or wire transfer (i) Acquiror Certificates representing that number of immediately available funds in the amount of U.S. dollars representing the applicable portion of the Merger Consideration that Acquiror Common Shares, if any, which such holders have the right to receive pursuant to Section 2.6, and the Certificates so surrendered shall forthwith be cancelled. Until so surrendered, outstanding Certificates will be deemed from and after the Effective Time, for all corporate purposes, to evidence only the right to receive upon surrender thereof the applicable portion of the Merger Consideration that the holders thereof have the right to receive pursuant to Section 2.6. No interest will be paid or accrued on any cash payable to holders of Certificates pursuant to this Agreement. In the event of a transfer of ownership of Company Ordinary Share that is not registered in the transfer records of the Company, the applicable portion of the Merger Consideration that the holder thereof has the right to receive pursuant to Section 2.6 may be paid to a transferee if the Certificate representing such Company Ordinary Shares is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer Taxes have been paid. With respect to any Company Ordinary Shares held in uncertificated form (“Book-Entry Shares”), Parent shall cause the Exchange Agent to mail or otherwise deliver to each holder of Book-Entry Shares (x) materials advising such holder of the effectiveness of the Merger and the conversion of each of such holder’s Company Ordinary Shares into the Per Share Merger Consideration pursuant to the terms of this Agreement upon the completion of the Merger, Article IV and (yii) a check, deposit certified or wire transfer of immediately available funds (in Parent’s and Exchange Agent’s discretion) bank cashier's check in the amount equal to any cash in lieu of fractional shares which such holder is entitled to receive pursuant to Section 4.3(c) (in each case less the aggregate Per Share amount of any required withholding taxes, if any, determined in accordance with Section 4.4(g)), and the Company Certificate so surrendered shall forthwith be canceled. Until surrendered as contemplated by this Section 4.2, each Company Certificate shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration payable to such holder with respect to such holder’s Company Ordinary Shares, in each case without any action by such holdersthe Shares formerly represented thereby.

Exchange Procedures. Promptly following As soon possible after the Effective Time (and but, in any event not event, no later than the third three (3rd3) Business Day thereafterDays following the Effective Time), Parent shall instruct cause the Exchange Agent to mail (and to make available for collection by hand) to each holder of record of certificates a Certificate or instruments evidencing the Company Ordinary Shares Certificates (or affidavits of loss in lieu thereof) that were outstanding immediately prior to the Effective Time (collectively, the “Certificates”) and which evidenced outstanding Company Common Shares whose shares were converted into the right to receive the applicable portion of the Merger Consideration from Parent pursuant to Section 2.6, 3.1(b) (i) a letter of transmittal (which a “Letter of Transmittal”) that shall specify that delivery shall be effected, and risk of loss and title to the Certificates (or affidavits of loss in lieu thereof) shall pass, pass only upon proper delivery of the Certificates (or affidavits of loss in lieu thereof), to the Exchange Agent, and which Letter of Transmittal shall be in such form and have such other customary provisions as Parent and/or and the Exchange Agent Company may reasonably specify)agree upon, and (ii) instructions for use in effecting the surrender of the Certificates (or affidavits of loss in lieu thereof) in exchange for the applicable portion Merger Consideration into which the number of Company Common Shares evidenced by such Certificate (or affidavits of loss in lieu thereof) will be converted at the Merger ConsiderationEffective Time pursuant to this Agreement, together with any amounts payable in respect of dividends or other distributions on shares of Park Common Stock in accordance with Section 3.3(e). Upon surrender of Certificates for cancellation a Certificate (or affidavit of loss in lieu thereof) to the Exchange Agent Agent, or to such other agent or agents reasonably satisfactory to the Company as may be appointed by Parent, together with such letter Letter of transmittal, Transmittal duly completed and validly executed in accordance with the instructions thereto, and such other documents as may reasonably be required by Parent or the Exchange Agent (including any required Internal Revenue Service Form W-9 or Form W-8, or any Tax forms required under any other applicable law)Agent, the holders holder of such Certificates Certificate (or affidavit of loss in lieu thereof) shall be entitled entitled, after the Effective Time, to receive in exchange therefor a check or wire transfer of immediately available funds in the amount of U.S. dollars representing the applicable portion of the Merger Consideration from Parent payable in respect of the Company Common Shares previously evidenced by such Certificate (or affidavit of loss in lieu thereof) pursuant to the provisions of this ARTICLE III, plus any amounts that such holders have holder has the right to receive pursuant in respect of dividends or other distributions on shares of Park Common Stock in accordance with Section 3.3(e), to Section 2.6be mailed or delivered by wire transfer, within two (2) Business Days following the Exchange Agent’s receipt of such Certificate (or affidavit of loss in lieu thereof), together with such Letter of Transmittal duly completed and validly executed in accordance with the instructions thereto, and the Certificates Certificate (or affidavits of loss in lieu thereof) so surrendered shall be forthwith be cancelled. Until so surrendered, outstanding The Exchange Agent shall accept such Certificates will be deemed from (or affidavits of loss in lieu thereof) upon compliance with such reasonable terms and after conditions as the Effective Time, for all corporate purposes, Exchange Agent may impose to evidence only the right to receive upon surrender effect an orderly exchange thereof the applicable portion of the Merger Consideration that the holders thereof have the right to receive pursuant to Section 2.6. No interest will be paid or accrued on any cash payable to holders of Certificates pursuant to this Agreementin accordance with customary exchange practices. In the event of a transfer of ownership of Company Ordinary Share Common Shares that is not registered in the transfer records of the Company, payment may be made to a Person other than the applicable portion Person in whose name the Certificate (or affidavit of loss in lieu thereof) so surrendered is registered, if such Certificate (or affidavit of loss in lieu thereof) shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a Person other than the registered holder of such Certificate (or affidavit of loss in lieu thereof) or establish to the satisfaction of Parent that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 3.3, each Certificate (or affidavit of loss in lieu thereof) shall be deemed, at any time after the Effective Time, to evidence only the right to receive, upon such surrender, the Merger Consideration that the holder thereof has the right to receive pursuant to Section 2.6 may from Parent as contemplated by this ARTICLE III. No interest shall be paid to a transferee if the or accrue on any cash payable upon surrender of any Certificate representing such Company Ordinary Shares is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer Taxes have been paid. With respect to any Company Ordinary Shares held (or affidavit of loss in uncertificated form (“Book-Entry Shares”lieu thereof), Parent shall cause the Exchange Agent to mail or otherwise deliver to each holder of Book-Entry Shares (x) materials advising such holder of the effectiveness of the Merger and the conversion of each of such holder’s Company Ordinary Shares into the Per Share Merger Consideration pursuant to the terms of this Agreement upon the completion of the Merger, and (y) a check, deposit or wire transfer of immediately available funds (in Parent’s and Exchange Agent’s discretion) in the amount of the aggregate Per Share Merger Consideration payable to such holder with respect to such holder’s Company Ordinary Shares, in each case without any action by such holders.

Exchange Procedures. (a) On the Closing Date, Bearing shall make available to Bearing’s transfer agent or another exchange agent selected by Bearing and which is reasonably acceptable to the Company (the “Exchange Agent”), for exchange in accordance with this Section 1.9, the Bearing Common Shares issuable pursuant to this Agreement. Promptly following after the Effective Time (and in any event not later than Time, the third (3rd) Business Day thereafter), Parent Surviving Corporation shall instruct the Exchange Agent to mail (or in the case of the Depository Trust Company on behalf of “Street” holders, deliver) to each holder of record of certificates a Company Certificate or instruments evidencing the Company Ordinary Book-Entry Shares that were outstanding immediately prior to the Effective Time Time, appropriate transmittal materials and instructions in a form to be agreed upon by Bearing and the Company prior to the Closing (collectively, the a “CertificatesLetter of Transmittal”) and which were converted into the right to receive the applicable portion ). The Letter of the Merger Consideration pursuant to Section 2.6, (i) a letter of transmittal (which Transmittal shall specify that delivery shall be effected, and risk of loss and title to the such Company Certificates or Book-Entry Shares shall pass, only upon proper delivery of the such Company Certificates or Book-Entry Shares to the Exchange Agent, and . Each holder of shares of Company Common Stock that have been converted into the right to receive Merger Consideration shall be entitled to receive the Merger Consideration in respect of any share of Company Common Stock represented by a Company Certificate or any Book-Entry Share upon (i) surrender to the Exchange Agent of such form Company Certificate, together with a duly completed and have validly executed Letter of Transmittal and duly endorsed as the Exchange Agent may require or (ii) receipt of an “agent’s message” by the Exchange Agent (or such other provisions evidence, if any, of the transfer as Parent and/or the Exchange Agent may reasonably specify), and (iirequest) instructions for use in effecting the surrender of the Certificates in exchange for the applicable portion of the Merger Consideration. Upon surrender of Certificates for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may reasonably be required by Parent or the Exchange Agent (including any required Internal Revenue Service Form W-9 or Form W-8, or any Tax forms required under any other applicable law), the holders of such Certificates shall be entitled to receive in exchange therefor a check or wire transfer of immediately available funds in the amount case of U.S. dollars representing the applicable portion book-entry of the Merger Consideration that such holders have the right to receive pursuant to Section 2.6, and the Certificates so surrendered shall forthwith be cancelled. Until so surrendered, outstanding Certificates will be deemed from and after the Effective Time, for all corporate purposes, to evidence only the right to receive upon surrender thereof the applicable portion of the Merger Consideration that the holders thereof have the right to receive pursuant to Section 2.6. No interest will be paid or accrued on any cash payable to holders of Certificates pursuant to this AgreementBook-Entry Shares. In the event of a transfer of ownership of shares of Company Ordinary Share Common Stock represented by Company Certificates or Book-Entry Shares that is are not registered in the transfer records of the Company, the applicable portion of the Merger Consideration that the holder thereof has the right to receive pursuant to consideration provided in Section 2.6 1.6 may be paid issued to a transferee if the Certificate Company Certificates representing such Company Ordinary shares or Book-Entry Shares is presented are delivered to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence satisfactory to the Exchange Agent that any applicable stock transfer Taxes have been paid. With respect to If any Company Ordinary Shares held in uncertificated form Certificate shall have been lost, stolen, mislaid or destroyed, upon receipt of (“Book-Entry Shares”)i) an affidavit of that fact from the holder claiming such Company Certificate to be lost, Parent shall cause mislaid, stolen or destroyed, (ii) such bond, security or indemnity as Bearing and the Exchange Agent may reasonably require, and (iii) any other documents necessary to mail evidence and effect the bona fide exchange thereof, the Exchange Agent shall issue to such holder the consideration into which the shares represented by such lost, stolen, mislaid or otherwise deliver destroyed Company Certificate shall have been converted and such Company Certificate will be deemed to have been delivered hereunder. The Exchange Agent may establish such other reasonable and customary rules and procedures in connection with its duties as it may deem appropriate. Bearing shall pay all charges and expenses, including those of the Exchange Agent, in connection with the distribution of the consideration provided in Section 1.6. No interest will accrue or be paid to any holder of Company Common Stock. (b) After the Effective Time, each holder of shares of Company Common Stock (other than shares to be canceled pursuant to Section 1.6(b)) issued and outstanding immediately prior to the Effective Time shall surrender or transfer the Company Certificate or Company Certificates representing such shares or Book-Entry Shares to the Exchange Agent together with a duly completed and validly executed Letter of Transmittal, duly endorsed as the Exchange Agent may require, and shall promptly upon surrender thereof receive in exchange therefor the consideration provided in Section 1.6 in one or more Bearing Common Shares, which shall be in uncertificated book entry form unless a physical certificate is requested, together with all undelivered dividends or distributions in respect of such shares (xwithout interest thereon) materials advising such pursuant to Section 1.7. Bearing shall not be obligated to deliver the Merger Consideration to which any former holder of the effectiveness Company Common Stock is entitled as a result of the Merger and the conversion of each of until such holder surrenders or transfers such holder’s Company Ordinary Certificate or Company Certificates or Book-Entry Shares into for exchange as provided in this Section 1.9. (c) Each of Bearing, the Per Share Surviving Corporation and the Exchange Agent shall be entitled to deduct and withhold from the Merger Consideration otherwise payable pursuant to this Agreement to any holder of shares of Company Common Stock such amounts, if any, as it is required to deduct and withhold with respect to the terms making of such payment under the Code or any provision of any state, local, or foreign Tax Law, unless they have been presented with documentation that eliminates the requirement to withhold, and to request any necessary Tax forms, as applicable, or any other proof of exemption from withholding or similar information, from the shareholders of the Company or other recipient of payments in respect of which such deduction and withholding was made. To the extent that any amounts are so withheld by Bearing, the Surviving Corporation or the Exchange Agent, as the case may be, such withheld amounts shall be treated for all purposes of this Agreement upon as having been paid to the completion holder of the Mergershares of Company Common Stock in respect of which such deduction and withholding was made by Bearing, and (y) a check, deposit the Surviving Corporation or wire transfer of immediately available funds (in Parent’s and the Exchange Agent’s discretion, as the case may be. Each of Bearing, the Surviving Corporation and the Exchange Agent shall provide any documentation of such deduction or withholding as reasonably requested by the shareholders of the Company or other recipient of payments in respect of which such deduction and withholding was made. (d) in the amount Any portion of the aggregate Per Share Merger Consideration payable that remains unclaimed by the holders of Company Common Stock for two years after the Effective Time shall be returned to Bearing (together with any dividends or earnings in respect thereof). Any holders of Company Common Stock who have not theretofore complied with this Article 1 shall thereafter be entitled to look only to Bearing, and only as a general creditor thereof, for payment of the Merger Consideration deliverable in respect of each share of Company Common Stock such holder with respect holds as determined pursuant to such holder’s Company Ordinary Sharesthis Agreement, in each case case, without any interest thereon. (e) Any other provision of this Agreement notwithstanding, none of Bearing, the Surviving Corporation or the Exchange Agent shall be liable to a holder of Company Common Stock for any amounts paid or property delivered in good faith to a public official pursuant to any applicable abandoned property, escheat or similar Law. Any amounts of consideration remaining unclaimed by holders of shares of Company Common Stock immediately prior to such time when the amounts would otherwise escheat to or become property of any Governmental Entity shall become, to the extent permitted by Law, the property of Bearing free and clear of any claims or interest of any Person previously entitled thereto. (f) If, at any time after the Effective Time, any further action by is necessary or desirable to carry out the purposes or intent of this Agreement and to vest the Surviving Corporation with full right, title and possession to all assets, property, rights, privileges, powers and franchises of the Company and Sub, the directors and officers of Bearing and the Surviving Corporation shall have the authority to take all such holderslawful and necessary action.

Exchange Procedures. Promptly following after the Effective Time (and in any event not later than Time, the third (3rd) Business Day thereafter), Parent ------------------- Surviving Corporation shall instruct the Exchange Agent cause to mail be mailed to each holder of record of certificates or instruments evidencing the Company Ordinary Shares that were outstanding immediately prior to the Effective Time (collectively, the “Certificates”) and which were converted into the right to receive the applicable portion of the Merger Consideration pursuant to Section 2.6, Shareholder (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates certificates (the "Certificates") which ------------ immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into the right to receive the Merger Consideration pursuant to Section 1.6, shall pass, only upon proper delivery of the Certificates to the Exchange Agent, Agent and shall be in such form and have such other provisions as Parent and/or the Exchange Agent may reasonably specify), ) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the applicable portion of the Merger Consideration. Upon surrender of Certificates a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may reasonably be required by Parent or the Exchange Agent (including any required Internal Revenue Service Form W-9 or Form W-8, or any Tax forms required under any other applicable law), the holders of such Certificates Company Shareholder shall be entitled to receive in exchange therefor a check or wire transfer certificate representing the number of immediately available funds shares issuable to such Company Shareholder as part of the Original Purchase Price (less the number of shares of Parent Common Stock to be deposited in the amount of U.S. dollars representing the applicable portion of the Merger Consideration that Escrow Fund (as defined in Article VII) on such holders have the right to receive holder's behalf pursuant to Section 2.6, Article VII hereof) and the Certificates Certificate so surrendered shall forthwith be cancelledcanceled. As soon as practicable after the Effective Time, and subject to and in accordance with the provisions of Article VII hereof, Parent shall cause to be distributed to the Escrow Agent (as defined in Article VII) a certificate or certificates representing that number of shares of Parent Common Stock equal to the Escrow Amount. Such consideration shall be beneficially owned by the holders on whose behalf such consideration was deposited in the Escrow Fund and shall be available to compensate Parent as provided in Article VII. Until so surrenderedsurrendered to the Exchange Agent, each outstanding Certificates Certificate that, prior to the Effective Time, represented shares of Company Common Stock will be deemed from and after the Effective Time, for all corporate purposes, other than the payment of dividends and voting, to evidence only the right to receive upon surrender thereof the applicable portion of the Merger Consideration that the holders thereof have the right to receive pursuant to Section 2.6. No interest will be paid or accrued on any cash payable to holders of Certificates pursuant to this Agreement. In the event of a transfer of ownership of Company Ordinary Share that is not registered in the transfer records of the Company, the applicable portion of the Merger Consideration that the holder thereof has the right to receive pursuant to Section 2.6 may be paid to a transferee if the Certificate representing such Company Ordinary Shares is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer Taxes have been paid. With respect to any Company Ordinary Shares held in uncertificated form (“Book-Entry Shares”), Parent shall cause the Exchange Agent to mail or otherwise deliver to each holder of Book-Entry Shares (x) materials advising such holder of the effectiveness of the Merger and the conversion of each of such holder’s Company Ordinary Shares into the Per Share Merger Consideration pursuant to the terms of this Agreement upon the completion of the Merger, and (y) a check, deposit or wire transfer of immediately available funds (in Parent’s and Exchange Agent’s discretion) in the amount of the aggregate Per Share Merger Consideration payable to such holder with respect to such holder’s Company Ordinary Shares, in each case without any action by such holdersSection 1.6 hereof.

Exchange Procedures. Promptly following As soon as reasonably practicable after the Merger Effective Time (Time, and in any event not later than the third within four (3rd4) Business Day thereafter)Days after the Merger Effective Time, Parent Holdco shall instruct cause the Exchange Agent to mail to each holder of record of certificates or instruments evidencing an Eaton Certificate and to each holder of record of an Eaton Book Entry Share, which at the Company Ordinary Shares that were outstanding immediately prior to the Merger Effective Time (collectively, the “Certificates”) and which were converted into the right to receive the applicable portion of the Merger Consideration pursuant to Section 2.6Clause 8.2(f)(i), (i) a letter of transmittal (which shall specify that delivery shall be effected, and that risk of loss and title to the Eaton Certificates shall pass, only upon proper delivery of the Eaton Certificates to the Exchange AgentAgent or, and shall be in such form and have such other provisions as Parent and/or the Exchange Agent may reasonably specifycase of Eaton Book Entry Shares, upon adherence to the procedures set forth in the letter of transmittal), and (ii) instructions for use in effecting the surrender of the Eaton Certificates and Eaton Book Entry Shares, as applicable, in exchange for the applicable portion payment of the Merger ConsiderationConsideration therefor. Upon surrender of Eaton Certificates or Eaton Book Entry Shares (as applicable) for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by ParentAgent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may reasonably be required by Parent or the Exchange Agent (including any required Internal Revenue Service Form W-9 or Form W-8, or any Tax forms required under any other applicable law)Agent, the holders holder of such Eaton Certificates or Eaton Book Entry Shares (as applicable) shall be entitled to receive in exchange therefor a check therefor: (a) that number of Holdco Shares into which such holder’s Eaton Shares represented by such holder’s properly surrendered Eaton Certificates or wire transfer of immediately available funds in the amount of U.S. dollars representing the applicable portion of the Merger Consideration that such holders have the right to receive Eaton Book Entry Shares (as applicable) were converted pursuant to Section 2.6Clause 8.2(f)(i), and the Eaton Certificates or Eaton Book Entry Shares (as applicable) so surrendered shall forthwith be cancelled. Until so surrendered, outstanding Certificates will be deemed from and (b) a check in an amount of U.S. dollars (after the Effective Time, for all corporate purposes, giving effect to evidence only the right to receive upon surrender thereof the applicable portion of the Merger Consideration that the holders thereof have the right to receive any required withholdings pursuant to Section 2.6. No interest will be paid or accrued on Clause 8.2(g)(ix)) equal to any cash payable to holders of Certificates pursuant to this Agreement. In the event of a transfer of ownership of Company Ordinary Share dividends or other distributions that is not registered in the transfer records of the Company, the applicable portion of the Merger Consideration that the such holder thereof has the right to receive pursuant to Section 2.6 may be paid to a transferee if the Certificate representing such Company Ordinary Shares is presented to the Exchange Agent, accompanied by all documents required to evidence Clause 8.2(g)(iv) and effect such transfer and by evidence that any applicable stock transfer Taxes have been paid. With respect to any Company Ordinary Shares held in uncertificated form (“Book-Entry Shares”), Parent shall cause the Exchange Agent to mail or otherwise deliver to each holder of Book-Entry Shares (x) materials advising such holder of the effectiveness of the Merger and the conversion of each of such holder’s Company Ordinary Shares into the Per Share Merger Consideration pursuant to the terms of this Agreement upon the completion of the Merger, and (y) a check, deposit or wire transfer of immediately available funds (in Parent’s and Exchange Agent’s discretion) in the amount of any cash payable in lieu of any Fractional Entitlements that such holder has the aggregate Per Share right to receive pursuant to Clause 8.2(f)(i). No interest shall be paid or shall accrue for the benefit of holders of the Eaton Certificates or Eaton Book Entry Shares on the Merger Consideration payable in respect of the Eaton Certificates or Eaton Book Entry Shares. (f) Clause 8.2(g)(iv) of the Transaction Agreement is hereby amended, supplemented and restated in its entirety to such holder with respect to such holder’s Company Ordinary Shares, in each case without any action by such holders.read as follows:

Exchange Procedures. Promptly following (i) As soon as reasonably practicable after the Effective Time (and in any event not later than the third (3rd) second Business Day thereafter)following the Closing Date, Parent shall instruct cause the Exchange Agent to mail mail, and Parent shall and shall cause the Exchange Agent to make otherwise available, to each holder of record of certificates one or instruments evidencing the more Company Ordinary Shares that were outstanding Common Units as of immediately prior to the Effective Time (collectivelyTime, a form of letter of transmittal to be used to effect the “Certificates”) and which were converted into the right to receive the applicable portion exchange of such Company Common Units for the Merger Consideration payable in respect thereof and any dividends or distributions payable pursuant to Section 2.6‎Section 2.2(c), (i) a along with instructions for using such letter of transmittal to effect such exchange. The letter of transmittal (which or the instructions thereto) shall specify that delivery shall be effected, and risk of loss and title to the Certificates Company Common Units shall pass, only upon proper delivery thereof together with (A) delivery of the Certificates corresponding Company Certificate to the Exchange Agent, and Agent or (B) receipt by the Exchange Agent of an “agent’s message” with respect to Book Entry Units. Such letter of transmittal shall be in such customary form and have such other provisions as Parent and/or the Exchange Agent and Company may reasonably specify), and agree prior to the Effective Time. (ii) instructions for use in effecting the surrender of the Certificates in exchange for the applicable portion of the Merger Consideration. Upon surrender of Certificates for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parentof a Company Certificate for cancellation, together with such letter of transmittal, a duly completed and validly executed in accordance with the instructions thereto, letter of transmittal and such any other documents as may reasonably be required by Parent or the Exchange Agent (including any required Internal Revenue Service Form W-9 or Form W-8Agent, or any Tax forms required under any other applicable law)receipt by the Exchange Agent of an “agent’s message” with respect to Book Entry Units, (A) the holders holder of such Certificates Company Common Units shall be entitled to receive in exchange therefor a check or wire transfer of immediately available funds in the amount of U.S. dollars an uncertificated Parent Share book-entry representing the applicable portion number of the Merger Consideration whole Parent Shares that such holders have holder has the right to receive pursuant to Section 2.6, ‎Section 2.1(b) and ‎Section 2.2(e) (along with any unpaid dividends and distributions with respect to such Parent Shares as provided in ‎Section 2.2(c)); and (B) the Certificates Company Certificate or Book Entry Units represented by the “agent’s message” so surrendered shall forthwith be cancelled. Until so surrendered, outstanding Certificates will be deemed from and after the Effective Time, for all corporate purposes, to evidence only the right to receive upon surrender thereof the applicable portion of the Merger Consideration that the holders thereof have the right to receive pursuant to Section 2.6. No interest will shall be paid or accrued on any cash Merger Consideration or unpaid dividends and distributions, if any, payable to holders of Certificates pursuant to this Agreement. Company Common Units. (iii) In the event of a transfer of ownership of Company Ordinary Share Common Units that is not registered in the transfer records of the Company, the applicable portion of the Merger Consideration that the holder thereof has the right payable in respect of such Company Common Units (along with any unpaid dividends and distributions with respect to receive pursuant to Section 2.6 such Parent Shares as provided in ‎Section 2.2(c)) may be paid to a transferee if the Company Certificate representing such Company Ordinary Shares Common Units is presented to the Exchange Agent, Agent accompanied by all documents required to evidence and effect such transfer transfer, including such signature guarantees as Parent or the Exchange Agent may reasonably request, and by to evidence that any applicable stock unit transfer Taxes taxes have been paid. With respect to any Company Ordinary Shares held in uncertificated form (“Book-Entry Shares”), Parent shall cause the Exchange Agent to mail or otherwise deliver to each holder of Book-Entry Shares (x) materials advising such holder of the effectiveness of the Merger and the conversion of each of such holder’s Company Ordinary Shares into the Per Share Merger Consideration pursuant to the terms of this Agreement upon the completion of the Merger, and (y) a check, deposit or wire transfer of immediately available funds (in Parent’s and Exchange Agent’s discretion) in the amount of the aggregate Per Share Merger Consideration payable to such holder with respect to such holder’s Company Ordinary Shares, in each case without any action by such holders.

Exchange Procedures. Promptly following (a) Prior to the Effective Time (Closing, and in any event not no later than the third five (3rd5) Business Day thereafter)Days prior to the Closing Date, Parent Acquiror shall instruct appoint an exchange agent (the “Exchange Agent”) to act as the agent for the purpose of paying the Aggregate Merger Consideration to the Company’s equityholders. At or before the Effective Time, Acquiror shall deposit with the Exchange Agent the number of shares of Acquiror Common Stock equal to the portion of the Aggregate Merger Consideration to be paid in shares of Acquiror Common Stock. (b) Reasonably promptly after the Effective Time, Acquiror shall send or shall cause the Exchange Agent to mail send, to each record holder of record shares of certificates or instruments evidencing the Company Ordinary Shares that were outstanding Capital Stock as of immediately prior to the Effective Time (collectivelyTime, the “Certificates”) and which whose shares of Company Capital Stock were converted pursuant to Section 3.1(a) into the right to receive the applicable a portion of the Aggregate Merger Consideration pursuant to Section 2.6Consideration, (i) a letter of transmittal and instructions (which shall specify that the delivery shall be effected, and the risk of loss and title to the Certificates shall pass, only upon proper delivery transfer of the Certificates each share to the Exchange Agent, and shall which letter of transmittal will be in such customary form and have such other provisions as Parent and/or Acquiror may reasonably specify) for use in such exchange (each, a “Letter of Transmittal”). (c) Each holder of shares of Company Capital Stock that have been converted into the right to receive a portion of the Aggregate Merger Consideration, pursuant to Section 3.1(a), shall be entitled to receive such portion of the Aggregate Merger Consideration upon receipt by the Exchange Agent of an “agent’s message” (or such other evidence, if any, of transfer as the Exchange Agent may reasonably specify), and (iirequest) instructions for use in effecting the surrender of the Certificates in exchange for the applicable portion of the Merger Consideration. Upon surrender of Certificates for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, a duly completed and validly executed in accordance with the instructions theretoLetter of Transmittal, as applicable, and such other documents as may reasonably be required requested by Parent or the Exchange Agent (including any required Internal Revenue Service Form W-9 or Form W-8, or any Tax forms required under any other applicable law), the holders of such Certificates Agent. No interest shall be entitled to receive in exchange therefor a check paid or wire accrued upon the transfer of immediately available funds in any share. (d) Promptly following the amount of U.S. dollars representing the applicable portion of the Merger Consideration date that such holders have the right to receive pursuant to Section 2.6, and the Certificates so surrendered shall forthwith be cancelled. Until so surrendered, outstanding Certificates will be deemed from and is one (1) year after the Effective Time, Acquiror shall instruct the Exchange Agent to deliver to Acquiror all documents in its possession relating to the transactions contemplated hereby, and the Exchange Agent’s duties shall terminate. Thereafter, any portion of the Aggregate Merger Consideration that remains unclaimed shall be returned to Acquiror, and any Person that was a holder of shares of Company Capital Stock as of immediately prior to the Effective Time that has not exchanged such shares of Company Capital Stock for all corporate purposes, to evidence only the right to receive upon surrender thereof the an applicable portion of the Aggregate Merger Consideration in accordance with this Section 3.2 prior to the date that is one (1) year after the holders thereof have the right to receive pursuant to Section 2.6. No interest will be paid or accrued on any cash payable to holders of Certificates pursuant to this Agreement. In the event of a Effective Time, may transfer of ownership such shares of Company Ordinary Share that is not registered Capital Stock to Acquiror and (subject to applicable abandoned property, escheat and similar Laws) receive in consideration therefor, and Acquiror shall promptly deliver, such applicable portion of the transfer records Aggregate Merger Consideration without any interest thereupon. None of Acquiror, Merger Sub, the Company, the applicable portion of the Merger Consideration that the holder thereof has the right to receive pursuant to Section 2.6 may be paid to a transferee if the Certificate representing such Company Ordinary Shares is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer Taxes have been paid. With respect to any Company Ordinary Shares held in uncertificated form (“Book-Entry Shares”), Parent shall cause Surviving Corporation or the Exchange Agent shall be liable to mail or otherwise deliver to each holder any Person in respect of Book-Entry Shares (x) materials advising such holder any of the effectiveness Aggregate Merger Consideration delivered to a public official pursuant to and in accordance with any applicable abandoned property, escheat or similar Laws. If any such shares shall not have not been transferred immediately prior to such date on which any amounts payable pursuant to this Article III would otherwise escheat to or become the property of any Governmental Authority, any such amounts shall, to the extent permitted by applicable Law, become the property of the Merger Surviving Corporation, free and the conversion clear of each all claims or interest of such holder’s Company Ordinary Shares into the Per Share Merger Consideration pursuant to the terms of this Agreement upon the completion of the Merger, and (y) a check, deposit or wire transfer of immediately available funds (in Parent’s and Exchange Agent’s discretion) in the amount of the aggregate Per Share Merger Consideration payable to such holder with respect to such holder’s Company Ordinary Shares, in each case without any action by such holdersPerson previously entitled thereto.

Exchange Procedures. Promptly following (i) As soon as reasonably practicable after the Effective Time (Time, and in any event not later than within five Business Days thereafter, the third (3rd) Business Day thereafter), Parent Surviving Corporation shall instruct cause the Exchange Agent to mail to each holder of record of certificates or instruments evidencing the a certificate formerly representing a share of Company Ordinary Shares that were outstanding immediately prior to the Effective Time Common Stock (collectively, the “Certificates”) and which or any corresponding book-entry share of Company Common Stock (“Book-Entry Share”) whose shares of Company Common Stock were converted into the right to receive the applicable portion of the Merger Consideration pursuant to Section 2.6, (iA) a letter of transmittal (which shall will specify that delivery shall will be effected, and risk of loss and title to the Certificates shall will pass, only upon proper delivery of the Certificates to the Exchange AgentAgent or, in the case of Book-Entry Shares, upon adherence to the procedures set forth in the letter of transmittal, and shall such letter of transmittal will be in such form and have such other provisions as Parent and/or the Exchange Agent may reasonably specify), customary form) and (iiB) instructions for use in effecting the surrender of the Certificates or, in the case of Book-Entry Shares, the surrender of such Book-Entry Shares in exchange for the applicable portion of the Merger Consideration. Upon surrender Each holder of Certificates for cancellation or Book-Entry Shares may thereafter until the first anniversary of the Effective Time surrender such Certificates or Book-Entry Shares to the Exchange Agent or to Agent, as agent for such other agent or agents as may be appointed by Parentholder, together with such under cover of the letter of transmittal, . Upon delivery of a duly completed and validly executed in accordance with the instructions thereto, and such other documents as may reasonably be required by Parent or the Exchange Agent (including any required Internal Revenue Service Form W-9 or Form W-8, or any Tax forms required under any other applicable law), the holders letter of such Certificates shall be entitled to receive in exchange therefor a check or wire transfer of immediately available funds in the amount of U.S. dollars representing the applicable portion of the Merger Consideration that such holders have the right to receive pursuant to Section 2.6, transmittal and the surrender of Certificates so surrendered shall forthwith be cancelled. Until so surrendered, outstanding Certificates will be deemed from and after or Book-Entry Shares on or before the first anniversary of the Effective Time, for all corporate purposes, to evidence only the right to receive upon surrender thereof the applicable portion of the Merger Consideration that the holders thereof have the right to receive pursuant to Section 2.6. No interest will be paid or accrued on any cash payable to holders of Certificates pursuant to this Agreement. In the event of a transfer of ownership of Company Ordinary Share that is not registered in the transfer records of the Company, the applicable portion of the Merger Consideration that the holder thereof has the right to receive pursuant to Section 2.6 may be paid to a transferee if the Certificate representing such Company Ordinary Shares is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer Taxes have been paid. With respect to any Company Ordinary Shares held in uncertificated form (“Book-Entry Shares”), Parent shall cause the Exchange Agent to mail or otherwise deliver to each pay the holder of such Certificates or Book-Entry Shares, in exchange for the Certificates or Book-Entry Shares, (X) the number of shares of Parent Common Stock representing, in the aggregate, the whole number of shares of Parent Common Stock that such holder has the right to receive, and (Y) cash or a check in an amount equal to the amount such holder is entitled to receive pursuant to this Article II, plus cash payable in lieu of fractional shares of Parent Common Stock pursuant to Section 2.6. Until so surrendered, Certificates or Book-Entry Shares (xother than shares of Company Common Stock held by Parent, Merger Sub, or any direct or indirect wholly owned Subsidiary of Parent, direct or indirect wholly owned Subsidiary of the Company or direct or indirect wholly owned Subsidiary of Merger Sub, and shares of Company Common Stock held in the treasury of the Company) materials advising will represent solely the right to receive the aggregate Merger Consideration relating to the shares of Company Common Stock represented by such Certificates or Book-Entry Shares. The Exchange Agent will, within five Business Days of any surrender of Certificates or Book-Entry Shares pursuant to this Section 2.5(b)(i), notify Parent of such surrender, whereupon Parent will, in accordance with its normal procedures for issuance of new shares, make the appropriate entries in Parent’s shareholders register in respect of the number of shares of Parent Common Stock issuable upon such surrender of Certificates or Book-Entry Shares pursuant to Section 2.1(c), taking into account (to the extent applicable) the provisions of Section 2.5(b)(ii) below. (ii) If all or any portion of the Cash Consideration, or all or any portion of the shares of Parent Common Stock issuable pursuant to Section 2.1(c), in each case in respect of cancelled shares of Company Common Stock is to be paid or issued to a Person other than the Person in whose name surrendered Certificates are registered, it will be a condition to such payment that (A) the Certificates so surrendered will be properly endorsed or otherwise be in proper form for transfer and that (B) the Person requesting payment of Cash Consideration, or issuance of shares of Parent Common Stock, to a person other than the Person in whose name the relevant surrendered Certificates are registered, shall have paid any transfer and other Taxes required by reason of such payment of Cash Consideration, or issuance of shares of Parent Common Stock, to a person other than the registered holder of the effectiveness Certificates surrendered, or shall have established to the satisfaction of the Exchange Agent and Parent that such Tax is not applicable. The Merger Consideration paid upon the surrender for exchange of Certificates in accordance with the terms of this Article II, including shares of Parent Common Stock issued pursuant to Section 2.1(c), will be deemed to have been paid in full satisfaction of all rights pertaining to the shares theretofore represented by such Certificates. (iii) At the Effective Time, the stock transfer books of the Company will be closed and there will not be any further registration of transfers of any shares of the Company Common Stock thereafter on the records of the Company. From and after the Effective Time, the holders of Certificates and Book-Entry Shares will cease to have any rights with respect to any shares of Company Common Stock, except as otherwise provided for in this Agreement or by applicable Law. If, after the Effective Time, Certificates or Book-Entry Shares (other than Certificates or Book-Entry Shares representing shares of Company Common Stock held by Parent, Merger Sub or any direct or indirect wholly owned Subsidiary of Parent, direct or indirect wholly owned Subsidiary of the Company or direct or indirect wholly owned Subsidiary of Merger Sub, and shares of Company Common Stock held in the treasury of the Company) are presented to the Surviving Corporation, they will be cancelled and exchanged for Merger Consideration, including shares of Parent Common Stock issuable pursuant to Section 2.1(c), as provided in this Article II. No interest will accrue or be paid on any cash payable upon the surrender of Certificates or Book-Entry Shares that immediately before the Effective Time represented shares of Company Common Stock. (iv) Promptly following the date that is one year after the Effective Time, the Surviving Corporation will be entitled to require the Exchange Agent to deliver to it any cash, including any interest received with respect to such cash, Certificates and other documents in its possession relating to the Merger and the conversion other Transactions, which had been made available to the Exchange Agent and which have not been disbursed to holders of each Certificates or Book-Entry Shares or previously delivered to the Surviving Corporation, and thereafter such holders will be entitled to look to (A) the Surviving Corporation (subject to abandoned property, escheat or similar Laws) only as general creditors of the Surviving Corporation with respect to the Cash Consideration payable upon due surrender of their Certificates or Book-Entry Shares, without any interest on such Cash Consideration and (B) to Parent, with respect to the shares of Parent Common Stock issuable pursuant to Section 2.1(c) upon surrender of their Certificates or Book-Entry Shares. Notwithstanding the foregoing, none of Parent, the Surviving Corporation, any Subsidiary of Parent or the Exchange Agent will be liable to any holder of Certificates or Book-Entry Shares for Merger Consideration delivered to a Governmental Authority pursuant to any applicable abandoned property, escheat or similar Law. The obligation of Parent to issue shares of Parent Common Stock pursuant to this Agreement to any former holder of shares of Company Common Stock shall absolutely and finally terminate and expire, without any limitation or restriction whatsoever, at such time as such former holder of shares of Company Common Stock, as a result of abandoned property, escheat or similar Laws applicable within the United States, or for any other reason based on Laws applicable within the United States, ceases to be entitled to receive from the Surviving Corporation the Cash Consideration in respect of such holder’s shares of Company Ordinary Shares into the Per Share Merger Consideration pursuant Common Stock. (v) Notwithstanding any provision in this Agreement to the terms contrary, Parent, the Surviving Corporation and the Exchange Agent shall be entitled to deduct and withhold from cash amounts payable under this Agreement, such amounts as are required to be withheld or deducted under the Code, the rules and regulations promulgated thereunder, or any provision of state or local Law with respect to the making of such payment. To the extent that amounts are so withheld or deducted and paid over to the applicable Governmental Authority, such withheld or deducted amounts shall be treated for all purposes of this Agreement as having been paid to the Person in respect of which such deduction and withholding were made. (vi) If any Certificate has been lost, stolen or destroyed, upon the completion making of an affidavit of that fact by the MergerPerson claiming such Certificate to be lost, and (y) stolen or destroyed and, if required by Parent or the Surviving Corporation, the posting by such Person of a check, deposit bond in such reasonable amount as Parent or wire transfer of immediately available funds (in Parent’s and Exchange Agent’s discretion) in the amount of the aggregate Per Share Merger Consideration payable to such holder Surviving Corporation may direct as indemnity against any action that may be made against it with respect to such holder’s Company Ordinary SharesCertificate, the Exchange Agent shall (A) pay, in each case without any action exchange for such lost, stolen or destroyed Certificate, the Cash Consideration to be paid in respect of the shares of Company Common Stock represented by such holdersCertificates as contemplated by this Article II and (B) notify the Parent of such payment, whereupon the Parent will issue to the holder of the relevant lost, stolen or destroyed Certificate, in the manner set forth in Section 2.1(c), the appropriate number of shares of Parent Common Stock issuable in respect of the shares of Parent Common Stock represented by such lost, stolen or destroyed Certificate as set forth in Section 2.1(c).

Exchange Procedures. Promptly (a) Parent will deposit, on or before the Effective Time with the Stockholders’ Representative, cash sufficient to pay immediately following the Effective Time (and in any event not later than the third (3rd) Business Day thereafter“Exchange Fund”), and Parent shall instruct the Stockholders’ Representative to timely pay, the aggregate Merger Consideration payable at the Closing (net of the amount required to be contributed to the Escrow Fund). At Parent’s sole discretion, the Stockholders’ Representative shall invest any cash included in the Exchange Agent Fund so long as such investment would not delay payment to mail any Seller. Parent shall be required to restore any loss to the Exchange Fund resulting from such investments of cash and any interest and other income resulting from such investments shall be paid to Parent or its designee. (b) Parent shall cause the Stockholders’ Representative to deliver, at the Effective Time, to each holder of record of certificates or instruments evidencing the Company Ordinary Shares that were outstanding a certificate(s) which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (collectively, the “Company Stock Certificates”) and which were whose shares are to be converted into the right to receive the applicable portion of the Merger Consideration pursuant to this Section 2.62.1, and to each holder of a Company Warrant: (i) a letter of transmittal in substantially the form attached to this Agreement as Exhibit D (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 shall be in such form and have such other provisions as Parent and/or the Exchange Agent may reasonably specify“Transmittal Letter”), and (ii) instructions for use in effecting surrendering the surrender of Company Stock Certificate(s) and the warrant agreements, or for providing separate stock powers to the extent that such Company Stock Certificates are already in the Company’s possession, in exchange for the applicable portion of the Merger Consideration. Upon surrender of Certificates for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may reasonably be required by Parent or the Exchange Agent (including any required Internal Revenue Service Form W-9 or Form W-8, or any Tax forms required under any other applicable law), the holders of such Certificates shall be entitled to receive in exchange therefor a check or wire transfer of immediately available funds in the amount of U.S. dollars representing the applicable allocable portion of the Merger Consideration that to be paid in consideration therefor upon surrender of such certificate. No interest shall accrue on the Merger Consideration payable upon the surrender of the Company Stock Certificates or warrant agreements for the benefit of, or be paid to, the holders have of the right to receive pursuant to Section 2.6Company Stock Certificates or holders of Company Warrants, as the case may be. Parent and the Certificates Company shall reasonably cooperate to facilitate delivery of Transmittal Letters and related instructions to the Company (which the Company may disseminate to its stockholders) sufficiently in advance of Closing so surrendered shall forthwith as to enable the Company’s stockholders and warrant holders to deliver completed materials to the Stockholders’ Representative within such a time frame as will permit receipt by such stockholders of any cash payments due on the Closing Date. (c) Upon surrender to the Stockholders’ Representative of its Company Stock Certificate(s), accompanied by a properly completed Transmittal Letter, (i) a holder of Company Common Stock will be cancelledentitled to receive, promptly after the Effective Time, the Merger Consideration, without interest, in respect of the shares of Company Common Stock represented by its Company Stock Certificate(s). Until so surrendered, outstanding Certificates will be deemed from and each such Company Stock Certificate shall represent after the Effective Time, for all corporate purposes, to evidence only the right to receive upon surrender thereof the applicable allocable portion of the Merger Consideration that the holders thereof have the right to receive pursuant to Section 2.6. No interest will be paid or accrued on in consideration therefor upon surrender of such certificate(s). If requested by any cash payable to holders holder of Certificates pursuant to this Agreement. In the event of a transfer of ownership shares of Company Ordinary Share that is not registered in Common Stock, the Stockholders’ Representative shall make the foregoing cash payment by wire transfer records on the Closing Date, if the Stockholders’ Representative shall have received the materials required by this Section and otherwise within two business days after receipt of the Company, required materials by the applicable Stockholders’ Representative. (d) If any portion of the Merger Consideration that the holder thereof has the right is to receive pursuant to Section 2.6 may be paid to a transferee if person other than the person in whose name a Company Stock Certificate representing so surrendered is registered, it shall be a condition to such payment that such Company Ordinary Shares Stock Certificate shall be properly endorsed or otherwise be in proper form for transfer, and the person requesting such payment shall pay to the Stockholders’ Representative any transfer or other similar taxes required as a result of such payment to a person other than the registered holder of such Company Stock Certificate, or establish to the reasonable satisfaction of the Stockholders’ Representative that such tax has been paid or is not payable. Parent or the Stockholders’ Representative shall be entitled to deduct and withhold from the Merger Consideration otherwise payable pursuant to this Agreement to any holder of Company Common Stock such amounts as Parent, the Company or the Stockholders’ Representative are required to deduct and withhold under the United States Internal Revenue Code of 1986, as amended (the “Code”), or any provision of state, local or foreign tax Law, with respect to the making of such payment. To the extent the amounts are so withheld by Parent or the Stockholders’ Representative, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of shares of Company Common Stock in respect of whom such deduction and withholding was made by Parent or the Stockholders’ Representative. (e) After the Effective Time, there shall be no further registration of transfers of shares of Company Common Stock. If, after the Effective Time, Company Stock Certificates are presented to the Exchange AgentSurviving Entity, accompanied by all documents required to evidence they shall be cancelled and effect such transfer and by evidence that exchanged for the allocable portion of the Merger Consideration, without interest, in accordance with the procedures set forth in this Section 2. (f) At any applicable stock transfer Taxes have been paid. With respect to any Company Ordinary Shares held in uncertificated form (“Book-Entry Shares”)time following the six month anniversary of the Effective Time, Parent shall cause be entitled to require the Stockholders’ Representative to deliver to it any remaining portion of the Exchange Agent to mail or otherwise deliver to each holder of Book-Entry Shares Fund that was deposited with the Stockholders’ Representative at the Effective Time (x) materials advising such holder of including any interest received with respect thereto and other income resulting from investments by the effectiveness of the Merger and the conversion of each of such holder’s Company Ordinary Shares into the Per Share Merger Consideration Stockholders’ Representative, as directed by Parent pursuant to the terms of this Agreement upon the completion of the MergerSection 2.1(a) above), and stockholders shall be entitled to look only to Parent (ysubject to abandoned property, escheat or other similar Laws) a check, deposit or wire transfer of immediately available funds (in Parent’s and Exchange Agent’s discretion) in with respect to the amount of the aggregate Per Share Merger Consideration payable upon due surrender of their Company Stock Certificates, without any interest thereon. Notwithstanding the foregoing, neither Parent nor the Stockholders’ Representative shall be liable to any holder of a Company Stock Certificate for Merger Consideration (or dividends or distributions with respect thereto) or cash from the Exchange Fund in each case delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law. (g) In the event any Company Stock Certificates shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such holder Company Stock Certificate(s) to be lost, stolen or destroyed and upon agreeing to indemnify Parent against any claim that may be made against it or the Surviving Entity with respect to such holder’s Company Ordinary SharesStock Certificate(s), the Stockholders’ Representative will issue the Merger Consideration, without interest, deliverable in each case without any action respect of the shares of Company Common Stock represented by such holderslost, stolen or destroyed Company Stock Certificates. (h) At the Effective Time, each Company Stock Option shall have been cancelled and exchanged into Parent Company Stock as described on Exhibit B attached hereto. (i) At the Effective Time, subject to the delivery of an appropriate Transmittal Letter, each holder of Company Warrants shall receive from the Stockholders’ Representative the applicable Warrant Consideration (less the pro rata portion of the Escrow Fund) into which the Company Warrants shall have been converted pursuant, and subject to, the provisions of Section 1.5(f) hereof.

Exchange Procedures. Promptly following (a) At or prior to the Effective Time (and in any event not later than the third (3rd) Business Day thereafter)Time, Parent shall instruct appoint Xxxxx Fargo Bank, N.A. to serve as the exchange agent hereunder (the “Exchange Agent”). Parent shall deposit with the Exchange Agent, for the benefit of the holders of shares of Company Capital Stock (other than shares canceled pursuant to Section 2.1(a) and Dissenting Shares), at the Effective Time, a number of shares of Parent Common Stock equal to the Merger Consideration, (such shares being hereafter referred to as the “Exchange Fund”) pursuant to the terms of this Agreement and an agreement among Parent, the Company and the Exchange Agent, in a form reasonably acceptable to the parties thereto (the “Exchange Agreement”). In addition, Parent 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 2.5. The Exchange Agent shall, pursuant to irrevocable instructions, deliver the shares of Parent Common Stock contemplated to be paid pursuant to Section 2.1 out of the Exchange Fund. Except as contemplated by Section 2.3(e), the Exchange Fund must not be used for any other purpose. Parent shall pay the fees and expenses of the Exchange Agent, and Parent will indemnify the Exchange Agent against actions taken by the Exchange Agent pursuant to this Agreement and the Exchange Agreement, other than for acts or omissions which constitute willful misconduct or gross negligence. (b) As promptly as reasonably practicable after the Effective Time, Parent shall cause the Exchange Agent to mail to each holder of record of a Company Certificate or Company Certificates (to the extent such certificates or instruments evidencing have not already been submitted to the Company Ordinary Shares that were outstanding Exchange Agent) which immediately prior to the Effective Time represented outstanding shares (collectively, the “Certificates”) and which were converted into the right to receive the applicable portion of the Merger Consideration other than shares canceled pursuant to Section 2.6, 2.1(a)) and Dissenting Shares of Company Capital Stock (i) a form of letter of transmittal (which shall will be in such form as the Company and Parent may reasonably agree and will specify that delivery shall will be effected, and risk of loss and title to the Company Certificates shall will pass, only upon proper delivery of the Company Certificates to the Exchange Agent, and shall be in such form and have such other provisions as Parent and/or the Exchange Agent may reasonably specify), and (ii) instructions for use in effecting the surrender of the Company Certificates in exchange for the applicable portion of the Merger Consideration. Consideration into which the number of shares of Company Capital Stock previously represented by such Company Certificates will have been converted pursuant to this Agreement. (c) Upon surrender of Certificates for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parentof a Company Certificate for cancellation, together with such letter of transmittal, duly executed and completed and validly executed in accordance with the instructions thereto, and such other documents as may be reasonably be required by Parent or the Exchange Agent (including any required Internal Revenue Service Form W-9 or Form W-8, or any Tax forms required under any other applicable law)pursuant to such instructions, the holders holder of such Certificates shall Company Certificate will be entitled to receive in exchange therefor a check or wire transfer of immediately available funds in the amount of U.S. dollars representing (i) the applicable portion of the Merger Consideration that for each share of Company Capital Stock formerly represented by such holders have Company Certificate, (ii) any dividends and other distributions payable in accordance with Section 2.3(g) and (iii) the right amount of any cash payable in lieu of a fractional share of Parent Common Stock to receive which such holder is entitled pursuant to Section 2.62.5, to be distributed within five days of the Closing Date, after giving effect to any required tax withholding and without interest, and the Certificates Company Certificate so surrendered shall forthwith will immediately be cancelled. Until so surrendered, outstanding Certificates will be deemed from and after the Effective Time, for all corporate purposes, to evidence only the right to receive upon surrender thereof the applicable portion of the Merger Consideration that the holders thereof have the right to receive pursuant to Section 2.6. No interest will be paid or accrued on any cash payable to holders of Certificates pursuant to this Agreementcanceled. In the event of a transfer of ownership of shares of Company Ordinary Share that Capital Stock prior to the Effective Time which is not registered in the transfer records of the Company, (i) the applicable portion of the Merger Consideration that Consideration, (ii) any dividends and other distributions payable in accordance with Section 2.3(g) and (iii) the amount of any cash payable in lieu of a fractional share of Parent Common Stock to which such holder thereof has the right to receive is entitled pursuant to Section 2.6 2.5, may be paid issued to a transferee if the Company Certificate representing such shares of Company Ordinary Shares Capital Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer Taxes taxes have been paid. With respect Until surrendered as contemplated by this Section 2.3, each Company Certificate will be deemed at all times after the Effective Time for all purposes to any Company Ordinary Shares held in uncertificated form represent only the right to receive upon such surrender (“Book-Entry Shares”), Parent shall cause i) the Exchange Agent to mail or otherwise deliver to each holder of Book-Entry Shares (x) materials advising such holder of the effectiveness applicable portion of the Merger Consideration with respect to the shares of Company Capital Stock formerly represented thereby, (ii) any dividends and other distributions payable in accordance with Section 2.3(g) and (iii) the conversion amount of each any cash payable in lieu of a fractional share of Parent Common Stock to which such holder’s holder is entitled pursuant to Section 2.5. (d) Following the Effective Time, there will be no further registration of transfers on the stock transfer books of the Surviving Corporation of the shares of Company Ordinary Shares into Capital Stock that were outstanding immediately prior to the Per Share Effective Time. If, after the Effective Time, Company Certificates are presented to Parent or the Surviving Corporation for any reason, they will be canceled and exchanged as provided in this Section 2.3. From and after the Effective Time, holders of Company Certificates will cease to have any rights as stockholders of the Surviving Corporation, except as provided by Applicable Law. (e) To the extent permitted by Applicable Law, any portion of the Exchange Fund that remains undistributed to the holders of shares of Company Capital Stock one year after the Effective Time will be delivered to Parent, upon demand, and any holders of shares of Company Capital Stock who have not theretofore complied with this Article 2 must thereafter look only, as general creditors, to Parent for the Merger Consideration, without interest. Any portion of the Exchange Fund remaining unclaimed by holders of shares of Company Capital Stock will, to the extent permitted by Applicable Law, become the property of Parent free and clear of any claims or interest of any person previously entitled thereto immediately prior to the date on which such amounts would otherwise escheat to or become property of any Governmental Authority. (f) Notwithstanding Section 2.1, none of the Exchange Agent, Parent, the Company, Merger Subsidiary or the Surviving Corporation will be liable to any holder of shares of Company Capital Stock for any Merger Consideration delivered to a public official pursuant to any applicable abandoned property, escheat or similar law. (g) No dividends or other distributions declared after the Effective Time with respect to Parent Common Stock and payable to the holders of record thereof shall be paid to the holder of any unsurrendered Company Certificate until the holder thereof shall surrender such Company Certificate in accordance with this Article 2. After the surrender of a Company Certificate in accordance with this Article 2, the record holder thereof shall be entitled to receive any such dividends or other distributions, without any interest thereon, which theretofore had become payable with respect to shares of Parent Common Stock represented by such Company Certificate. The Exchange Agent shall make available such amounts to such holders of Company Certificates formerly representing Shares subject to and in accordance with the terms of this Agreement upon the completion of the Merger, and (y) a check, deposit or wire transfer of immediately available funds (in Parent’s and Exchange Agent’s discretion) in the amount of the aggregate Per Share Merger Consideration payable to such holder with respect to such holder’s Company Ordinary Shares, in each case without any action by such holdersSection 2.3(c).

Exchange Procedures. Promptly following If not delivered previously by the Effective Time Company, within five (and in any event not later than the third (3rd5) Business Day thereafter)Days after the Closing, Parent shall instruct or the Exchange Agent to mail will deliver to each holder of record of certificates or instruments evidencing the Company Ordinary Shares that were outstanding immediately prior to the Effective Time (collectively, the “Certificates”) and which were converted into the right to receive the applicable portion of the Merger Consideration pursuant to Section 2.6, Participating Holder: (i) a letter of transmittal (the “Letter of Transmittal”) which shall specify that delivery of a certificate or certificates (the “Certificates”) that immediately prior to the Effective Time represented outstanding shares of Company Capital Stock held by such Participating Holder or Derivative Instruments shall be effected, and risk of loss and title to the such Certificates and Derivative Instruments shall pass, only upon proper delivery of the such original Certificates and Derivative Instruments to the Exchange Agent, Parent and shall be in such form and have such other provisions as Parent and/or the Exchange Agent may reasonably specify), specify and (ii) instructions for use in effecting the surrender of the Certificates or Derivative Instrument in exchange for the cash amount payable with respect thereto under this Agreement. The Letter of Transmittal shall indicate that applicable portion withholding Taxes with respect to the vesting of shares of Company Common Stock that are restricted stock will be withheld from the Merger ConsiderationConsideration otherwise payable to each Participating Holder who receives a payment upon the exchange of shares of Company Common Stock that are restricted stock, and that other amounts may be withheld from any Participating Holder in accordance with the terms of this Agreement. Upon surrender of Certificates for cancellation Following the Effective Time and delivery to the Exchange Agent or to such other agent or agents as may be appointed by Parentof a duly completed and executed Letter of Transmittal, together with such letter surrender of transmittala Certificate (or Certificates) or a Derivative Instrument (or Derivative Instruments) for cancellation, duly completed and validly executed in accordance with as applicable, (x) the instructions thereto, and such other documents as may reasonably be required by Parent or the Exchange Agent (including any required Internal Revenue Service Form W-9 or Form W-8, or any Tax forms required under any other applicable law), the holders of such Certificates Participating Holder shall be entitled to receive in exchange therefor a check or wire transfer of immediately available funds in the amount of U.S. dollars representing the applicable portion of the Merger Consideration that Closing Payment to which such holders have the right to receive Participating Holder is entitled pursuant to Section 2.61.6, and (y) the Certificates Certificate(s) and Derivative Instrument(s) so surrendered shall forthwith be cancelledcanceled. Until Following the Effective Time, until so surrendered, each outstanding Certificates Certificate and Derivative Instrument that, prior to the Effective Time, represented shares of Company Capital Stock will be deemed from and after the Effective Time, for all corporate purposes, to evidence only the right to receive upon surrender thereof the applicable that portion of the Merger Consideration that the holders thereof have the right to receive pursuant to Section 2.6. No interest will be paid or accrued on any cash payable to holders of Certificates pursuant to other consideration determined in accordance with this Agreement. In the event of a transfer of ownership of Company Ordinary Share that is not registered in the transfer records of the Company, the applicable portion of the Merger Consideration that the holder thereof has the right to receive pursuant to Section 2.6 may be paid to a transferee if the Certificate representing such Company Ordinary Shares is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer Taxes have been paid. With respect to any Company Ordinary Shares held in uncertificated form (“Book-Entry Shares”), Parent shall cause the Exchange Agent to mail or otherwise deliver to each holder of Book-Entry Shares (x) materials advising such holder of the effectiveness of the Merger and the conversion of each of such holder’s Company Ordinary Shares into the Per Share Merger Consideration pursuant to the terms of this Agreement upon the completion of the Merger, and (y) a check, deposit or wire transfer of immediately available funds (in Parent’s and Exchange Agent’s discretion) in the amount of the aggregate Per Share Merger Consideration payable to such holder with respect to such holder’s Company Ordinary Shares, in each case without any action by such holders.Article I.

Exchange Procedures. (a) Promptly following after the Effective Time Time, FLAG shall cause the exchange agent selected by FLAG (and in any event not later than the third (3rd"Exchange Agent") Business Day thereafter), Parent shall instruct the Exchange Agent to mail to each holder of record of a certificate or certificates or instruments evidencing the Company Ordinary Shares that were outstanding which represented shares of THOMASTON FEDERAL Common Stock immediately prior to the Effective Time (collectively, the “"Certificates”") appropriate transmittal materials and which were converted into the right to receive the applicable portion of the Merger Consideration pursuant to Section 2.6, (i) a letter of transmittal instructions (which shall specify that delivery shall be effected, and risk of loss and title to the such Certificates shall pass, only upon proper delivery of the such Certificates to the Exchange Agent, and ). The Certificate or Certificates of THOMASTON FEDERAL Common Stock so delivered shall be in such form and have such other provisions duly endorsed as Parent and/or the Exchange Agent may reasonably specify), and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the applicable portion of the Merger Consideration. Upon surrender of Certificates for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may reasonably be required by Parent or the Exchange Agent (including any required Internal Revenue Service Form W-9 or Form W-8, or any Tax forms required under any other applicable law), the holders of such Certificates shall be entitled to receive in exchange therefor a check or wire transfer of immediately available funds in the amount of U.S. dollars representing the applicable portion of the Merger Consideration that such holders have the right to receive pursuant to Section 2.6, and the Certificates so surrendered shall forthwith be cancelled. Until so surrendered, outstanding Certificates will be deemed from and after the Effective Time, for all corporate purposes, to evidence only the right to receive upon surrender thereof the applicable portion of the Merger Consideration that the holders thereof have the right to receive pursuant to Section 2.6. No interest will be paid or accrued on any cash payable to holders of Certificates pursuant to this Agreementrequire. In the event of a transfer of ownership of Company Ordinary Share shares of THOMASTON FEDERAL Common Stock represented by Certificates that is are not registered in the transfer records of the CompanyTHOMASTON FEDERAL, the applicable portion of the Merger Consideration that the holder thereof has the right to receive pursuant to consideration provided in Section 2.6 3.1 may be paid issued to a transferee if the Certificate Certificates representing such Company Ordinary Shares is presented shares are delivered to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence satisfactory to the Exchange Agent that any applicable stock transfer Taxes taxes have been paid. With respect If any Certificate shall have been lost, stolen, mislaid or destroyed, upon receipt of (i) an affidavit of that fact from the holder claiming such Certificate to any Company Ordinary Shares held in uncertificated form be lost, mislaid, stolen or destroyed, (“Book-Entry Shares”)ii) such bond, Parent shall cause security or indemnity as FLAG and the Exchange Agent may reasonably require, and (iii) any other documents necessary to mail evidence and effect the bona fide exchange thereof, the Exchange Agent shall issue to such holder the consideration into which the shares represented by such lost, stolen, mislaid or otherwise deliver to destroyed Certificate shall have been converted. The Exchange Agent may establish such other reasonable and customary rules and procedures in connection with its duties as it may deem appropriate. After the Effective Time, each holder of Book-Entry Shares shares of THOMASTON FEDERAL Common Stock (xother than shares to be canceled pursuant to Section 3.3 or as to which statutory dissenters' rights have been perfected as provided in Section 3.4) materials advising issued and outstanding at the Effective Time shall surrender the Certificate or Certificates representing such shares to the Exchange Agent and shall promptly upon surrender thereof receive in exchange therefor the consideration provided in Section 3.1, together with all undelivered dividends or distributions in respect of such shares (without interest thereon) pursuant to Section 4.2. FLAG shall not be obligated to deliver the consideration to which any former holder of the effectiveness THOMASTON FEDERAL Common Stock is entitled as a result of the Merger and the conversion of each of until such holder surrenders such holder’s Company Ordinary Shares into the Per Share Merger Consideration pursuant to the terms 's Certificate or Certificates for exchange as provided in this Section 4.1. Any other provision of this Agreement notwithstanding, neither FLAG nor the Exchange Agent shall be liable to a holder of THOMASTON FEDERAL Common Stock for any amounts paid or property delivered in good faith to a public official pursuant to any applicable abandoned property, escheat or similar Law. Approval of this Agreement by the shareholders of THOMASTON FEDERAL shall constitute ratification of the appointment of the Exchange Agent. (b) Promptly after the Effective Time, FLAG shall deliver to the holders of each option or warrant to purchase Thomaston Federal Common Stock an appropriate notice setting forth such holder's rights pursuant to such option or warrant following the Merger. At or prior to the Effective Time, FLAG shall take all corporate action necessary to reserve for issuance sufficient shares of FLAG Common Stock for delivery upon the completion exercise of the Merger, such options and (y) a check, deposit or wire transfer of immediately available funds (warrants assumed in Parent’s and Exchange Agent’s discretion) in the amount of the aggregate Per Share Merger Consideration payable to such holder accordance with respect to such holder’s Company Ordinary Shares, in each case without any action by such holdersSection 3.1(c).

Exchange Procedures. Promptly The following exchange procedures will govern the exchange of the Outstanding Company Shares, Options and Warrants at or following the Effective Time Time: Attached hereto as Exhibit D-1 is a preliminary merger consideration allocation schedule prepared by the Company (the "Preliminary Merger Consideration Allocation Schedule") which sets forth the preliminary allocation of proceeds among the Securityholders. The Company expressly acknowledges that (A) the Preliminary Merger Consideration Allocation Schedule sets forth the contemplated allocation of the Merger Consideration and other payments payable in accordance with this Article 2, (B) such allocation (as may be adjusted pursuant hereto) is not inconsistent with the Company's certificate of incorporation or any other agreements entered into by or among the Company and the Stockholders, as in effect immediately prior to the Effective Time, and (C) the allocations set forth on the Preliminary Merger Consideration Allocation Schedule as well as the aggregate Merger Consideration payable to the Stockholders as reflected therein will in all cases be subject to adjustment in accordance with the provisions hereof including, without limitation, Sections 2.7 and 2.8 hereof. No later than two Business Days prior to the Closing, the Company will deliver to the Purchaser a spreadsheet setting forth (A) the name and address of each Securityholder as of the Closing Date, (B) the number of shares and stock certificate numbers of Outstanding Company Shares, and to the extent applicable, the aggregate number of shares of Converted Options and the corresponding Option Payment related thereto, held by such Securityholder, (C) the portion of the Net Merger Consideration and the Closing Payment payable to such Securityholder in accordance with the provisions hereof as of the Closing Date on a gross basis and, with respect to any portion of the Closing Payment payable to employees or former employees of the Company, net of withholding basis, (D) each Securityholder's proportional interest in the Holdback Fund, and (E) each eligible Securityholder's proportional interest in the Employee Carve-Out Plan pursuant to Section 2.3 hereof, net of withholding (such spreadsheet, the "Final Merger Consideration Allocation Schedule"). Upon receipt by the Purchaser and approval thereof (which will not be unreasonably withheld, conditioned or delayed), the Final Merger Consideration Allocation Schedule will be appended to this Agreement as Exhibit D-2 hereto and appended as an appropriately numbered exhibit to the Escrow Agreement and Exchange Agent Agreement (and in the Preliminary Merger Consideration Allocation Schedule for all purposes will have no further force or effect). In the event of any event inconsistency or conflict between the provisions of this Article 2 with respect to any portion of the Net Merger Consideration payable to any Securityholder, the Final Merger Consideration Allocation Schedule will prevail. At the Effective Time, with reference to Section 1.2(c) the Purchaser will deliver by wire transfer of immediately available funds, to the Exchange Fund for the benefit of the Stockholders that do not later than receive payment of a portion of the third (3rd) Business Day thereafterClosing Payment pursuant to Section 2.1(b)(v), Parent shall instruct cash in an aggregate amount equal to the Closing Payment (minus any amounts that would be payable in respect of Dissenting Shares and amounts paid pursuant to Section 2.1(b)(v)). The Exchange Agent will make the payments after the Effective Time provided for in Sections 2.1 and 2.2 of this Agreement out of the Exchange Fund in accordance with the Exchange Agent Agreement. Prior to the Effective Time, the Company, Purchaser and the Exchange Agent will cooperate to deliver or mail to each holder Stockholder at least five Business Days prior to the Closing Date a letter of record of transmittal and instructions in the form attached to the Exchange Agent Agreement (the "Transmittal Letter") for use in surrendering certificates evidencing such Stockholder's Outstanding Company Shares and receiving the consideration to which such Stockholder will be entitled pursuant to the provisions hereof, and if the Exchange Agent (or instruments evidencing the Company Ordinary Shares Company, on its behalf) receives prior to the Closing Date such duly executed Transmittal Letter and a certificate or certificates that were outstanding immediately prior to the Effective Time represented any Outstanding Company Shares (a "Certificate") (or an effective affidavit of loss required by Section 2.4(b)) (collectively, the “Certificates”) and which were converted into the right to receive the applicable "Transmittal Documentation"), it will pay such Stockholder its portion of the Merger Consideration pursuant to Section 2.6, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to on the Certificates shall pass, only upon proper delivery of Closing Date contemporaneous with the Certificates to the Exchange Agent, and shall be in such form and have such other provisions as Parent and/or the Exchange Agent may reasonably specify), and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the applicable portion of the Merger Consideration. Upon surrender of Certificates for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed Closing in accordance with the instructions thereto, and such other documents as may reasonably be required by Parent or terms of the Exchange Agent (including any required Internal Revenue Service Form W-9 or Form W-8Agreement. Upon delivery to the Escrow and Exchange Agent after the Effective Time of the Transmittal Documentation, or any Tax forms required under any other applicable law)no later than three Business Days after such receipt, the holders of such Certificates shall be entitled to receive in exchange therefor a check or wire transfer of immediately available funds in the amount of U.S. dollars representing Escrow and Exchange Agent will pay the applicable Stockholder, in accordance with the terms of the Exchange Agent Agreement, such allocable portion of the Merger Consideration that such holders have as it has the right to receive pursuant to Section 2.6the provisions of this Article 2, all as set forth in the Final Merger Consideration Allocation Schedule, subject to any required Tax withholding, and upon such payment the Certificates so surrendered shall forthwith Certificate will immediately be cancelled. Until so surrenderedsurrendered in accordance with the immediately preceding clauses, outstanding Certificates each Certificate (other than stock certificates representing Dissenting Shares or shares of Company Capital Stock owned by the Company) will be deemed from and after the Effective Time, for all corporate purposes, to evidence only represent solely the right to receive upon surrender thereof the applicable relevant portion of the aggregate Merger Consideration that relating thereto out of the holders thereof have Exchange Fund (and out of the right to receive pursuant to Section 2.6Escrow Fund, if applicable). No interest or dividends will be paid or accrued on any cash payable to holders of Certificates pursuant to this Agreement. In the event of a transfer of ownership of Company Ordinary Share that is not registered in the transfer records of the Company, the applicable portion of the Merger Consideration that Consideration. If all or any portion of any merger consideration is to be delivered to any Person other than the holder thereof has Person in whose name the stock certificate formerly representing shares of Outstanding Company Stock surrendered therefore is registered, it will be a condition to such right to receive pursuant such merger consideration that the stock certificate so surrendered will be properly endorsed or otherwise be in proper form for transfer and that the Person surrendering such stock certificates will pay to Section 2.6 may be paid the Escrow and Exchange Agent (or the Company, as applicable) any transfer or other Taxes and expenses required by reason of the payment of such merger consideration to a transferee if Person other than the Certificate representing such Company Ordinary Shares is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer Taxes have been paid. With respect to any Company Ordinary Shares held in uncertificated form (“Book-Entry Shares”), Parent shall cause the Exchange Agent to mail or otherwise deliver to each holder of Book-Entry Shares (x) materials advising such registered holder of the effectiveness stock certificate surrendered, or will establish to the satisfaction of the Merger Escrow and Exchange Agent (and the conversion of each of Company, if applicable) that such holder’s Company Ordinary Shares into the Per Share Merger Consideration pursuant to the terms of this Agreement upon the completion of the Merger, and (y) a check, deposit Tax has been paid or wire transfer of immediately available funds (in Parent’s and Exchange Agent’s discretion) in the amount of the aggregate Per Share Merger Consideration payable to such holder with respect to such holder’s Company Ordinary Shares, in each case without any action by such holdersis not applicable.

Exchange Procedures. Promptly following Parent will cause the Paying Agent to mail, as soon as reasonably practicable after the Effective Time (and but in any no event not later more than the third (3rd) three Business Day Days thereafter), Parent shall instruct the Exchange Agent to mail to each Person who was, at the Effective Time, a holder of record of certificates or instruments evidencing the shares of Company Ordinary Common Stock (other than Owned Company Shares that were outstanding immediately prior to the Effective Time (collectively, the “Certificates”and Dissenting Company Shares) and which whose shares of Company Common Stock were converted into the right to receive the applicable portion of the Merger Consideration pursuant to Section 2.62.7, (i) a letter of transmittal (which shall will specify that delivery shall will be effected, and risk of loss and title to the Certificates shall Company Common Stock will pass, only upon proper delivery of the Certificates Company Common Stock to the Exchange Paying Agent, and shall be in such form and have such other provisions as Parent and/or the Exchange Agent may reasonably specify), ) and (ii) instructions for use in effecting the surrender of the Certificates certificates evidencing such shares of Company Common Stock (each, a “Certificate” and together, the “Certificates”) or the non-certificated shares of Company Common Stock (“Book-Entry Shares”) in exchange for the applicable portion of the Merger Consideration. Upon surrender of Certificates a Certificate (or affidavit of loss in lieu of the Certificate as provided in Section 2.11) for cancellation to the Exchange Paying Agent in the case of a transfer of shares of Company Common Stock represented by Certificates or to such other agent or agents as may be appointed receipt by Parentthe Paying Agent of an agent’s message in the case of a transfer of Book-Entry Shares, together with such letter of transmittal, duly completed and validly executed (in accordance with the instructions theretocase of Company Common Stock represented by Certificates), and such other documents as may reasonably be required by Parent or the Exchange Paying Agent (including any required Internal Revenue Service Form W-9 or Form W-8, or any Tax forms required under any other applicable law)in accordance with the terms of such materials and instructions, the holders holder of such Certificates shall Certificate or Book-Entry Shares will be entitled to receive in exchange for the number of shares of Company Common Stock represented by such Certificate and for such Book-Entry Shares, and Parent will cause the Paying Agent to pay and deliver in exchange therefor a check or wire transfer as promptly as practicable, in respect of immediately available funds in such Certificate and Book-Entry Shares, the amount of U.S. dollars representing the applicable portion of the Merger Consideration that such holders have the right holder is entitled to receive pursuant to Section 2.6, and the 2.7. The Certificates so surrendered shall forthwith and the Book-Entry Shares of such holders will be cancelled. Until so surrendered, outstanding Certificates will be deemed from and after the Effective Time, for all corporate purposes, to evidence only the right to receive upon surrender thereof the applicable portion of the Merger Consideration that the holders thereof have the right to receive pursuant to Section 2.6. No interest will be paid or accrued accrue on any cash payable to holders upon surrender of Certificates pursuant to this Agreement. In the event any Certificate or upon conversion of a transfer of ownership of Company Ordinary Share that is not registered in the transfer records of the Company, the applicable portion of the Merger Consideration that the holder thereof has the right to receive pursuant to Section 2.6 may be paid to a transferee if the Certificate representing such Company Ordinary Shares is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer Taxes have been paid. With respect to any Company Ordinary Shares held in uncertificated form (“Book-Entry Shares”), Parent shall cause the Exchange Agent to mail or otherwise deliver to each holder of Book-Entry Shares (x) materials advising such holder of the effectiveness of the Merger and the conversion of each of such holder’s Company Ordinary Shares into the Per Share Merger Consideration pursuant to the terms of this Agreement upon the completion of the Merger, and (y) a check, deposit or wire transfer of immediately available funds (in Parent’s and Exchange Agent’s discretion) in the amount of the aggregate Per Share Merger Consideration payable to such holder with respect to such holder’s Company Ordinary Shares, in each case without any action by such holders.

Exchange Procedures. Promptly following the Effective Time As soon as reasonably practicable (and in any no event not later than two Business Days) after the third (3rd) Business Day thereafter)Effective Time, Parent the Payment Agent shall instruct the Exchange Agent to mail or otherwise deliver to each holder of record Target Capital Stock whose shares of certificates or instruments evidencing the Company Ordinary Shares that were outstanding immediately prior to the Effective Time (collectively, the “Certificates”) and which Target Capital Stock were converted into the right to receive the applicable portion of the Merger Consideration pursuant to Section 2.6, (i) a letter of transmittal in substantially the form attached hereto as Exhibit C (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery receipt of the Certificates to by the Exchange Payment Agent, and shall be in such form and have ); (ii) such other provisions customary documents as Parent and/or the Exchange Agent may reasonably specify), be required pursuant to such instructions; and (iiiii) instructions for use in effecting the surrender of the Certificates certificate or certificates (the “Certificates”) that immediately prior to the Effective Time represented outstanding shares of Target Capital Stock in exchange for the applicable portion of the Merger Consideration. Upon surrender of Certificates a Certificate for cancellation to the Exchange Payment Agent or to such other agent or agents as may be appointed by ParentAcquiror, together with such letter of transmittaltransmittal and other documents, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may reasonably be required by Parent or the Exchange Agent (including any required Internal Revenue Service Form W-9 or Form W-8, or any Tax forms required under any other applicable law), the holders holder of such Certificates Certificate shall be entitled to receive in exchange therefor a check or wire transfer of immediately available funds an amount in cash equal to the amount of U.S. dollars representing the applicable portion of the Closing Merger Consideration that such holders have the right holder is eligible to receive pursuant to Section 2.6, and as set forth on the Certificates Payment Schedule. The Certificate so surrendered shall forthwith be cancelledcanceled. Until so surrendered, each outstanding Certificates Certificate that prior to the Effective Time represented shares of Target Capital Stock will be deemed from and after the Effective Time, for all corporate purposes, purposes to evidence only the right to receive upon surrender thereof the applicable portion of the Merger Consideration that the holders thereof have the right to receive pursuant to Section 2.6. No interest will be paid or accrued on any cash payable to holders of Certificates pursuant to as set forth in this Agreement. In Notwithstanding the event foregoing, any Effective Time Holder who, prior to the Closing Date, has delivered to Payment Agent a Certificate (or an affidavit of lost stock certificate as described in Section 2.14), together with a letter of transmittal and other documents, duly completed and validly executed in accordance with the instructions thereto, shall be entitled to receive a wire transfer on the Closing Date of ownership of Company Ordinary Share that is not registered an amount in cash equal to the transfer records of the Company, the applicable portion of the Closing Merger Consideration that the such holder thereof has the right is eligible to receive pursuant to Section 2.6 may be paid to a transferee if as set forth on the Certificate representing such Company Ordinary Shares is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer Taxes have been paid. With respect to any Company Ordinary Shares held in uncertificated form (“Book-Entry Shares”), Parent shall cause the Exchange Agent to mail or otherwise deliver to each holder of Book-Entry Shares (x) materials advising such holder of the effectiveness of the Merger and the conversion of each of such holder’s Company Ordinary Shares into the Per Share Merger Consideration pursuant to the terms of this Agreement upon the completion of the Merger, and (y) a check, deposit or wire transfer of immediately available funds (in Parent’s and Exchange Agent’s discretion) in the amount of the aggregate Per Share Merger Consideration payable to such holder with respect to such holder’s Company Ordinary Shares, in each case without any action by such holdersPayment Schedule.

Exchange Procedures. Promptly following after the Effective Time (and in any event not later than Time, the third (3rd) Business Day thereafter), Parent Surviving Corporation shall instruct cause the Exchange Agent to mail to each holder of record of certificates or instruments evidencing the shares of Company Ordinary Shares that were Capital Stock outstanding immediately prior to the Effective Time (collectively, the “Certificates”) and which were converted into the right to receive the applicable portion of the Merger Consideration pursuant to Section 2.6, other than Excluded Shares): (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, Agent and shall be in such form and have such other provisions as Parent and/or the Exchange Agent may reasonably specify), ) and (ii) instructions for use in effecting the surrender of the Certificates (or satisfactory alternative arrangements in connection with lost Certificates, as provided in Section 1.10) in exchange for the applicable portion certificates representing shares of the Merger ConsiderationParent Common Stock and Promissory Notes. Upon surrender of Certificates a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may reasonably be required by Parent or the Exchange Agent (including any required Internal Revenue Service Form W-9 or Form W-8, or any Tax forms required under any other applicable law), the holders holder of such Certificates Certificate shall be entitled to receive in exchange therefor a check or wire transfer certificate representing the number of immediately available funds whole shares of Parent Common Stock (less the number of shares of Parent Common Stock, if any, to be deposited in the Escrow Fund on such holder's behalf pursuant to Article VIII hereof), plus a portion of the Aggregate Cash Component (less the amount of U.S. dollars representing the applicable portion Aggregate Cash Component, if any, to be deposited in the Escrow Fund on such holder's behalf pursuant to Article VIII hereof but including cash in lieu of the Merger Consideration that fractional shares and any unpaid dividends or other distributions in respect of such holders have the right to receive Parent Common Stock pursuant to Section 2.61.8(d)) evidenced by a Promissory Note (as provided in Section 1.6(h)) in accordance with Section 1.6, to which such holder is entitled pursuant to Section 1.6, and the Certificates Certificate so surrendered shall forthwith be cancelledcanceled. Until so surrendered, outstanding Certificates will be deemed from and As soon as practicable after the Effective Time, for all corporate purposes, and subject to evidence only and in accordance with the right to receive upon surrender thereof the applicable portion provisions of the Merger Consideration that the holders thereof have the right to receive pursuant to Section 2.6. No interest will be paid or accrued on any cash payable to holders of Certificates pursuant to this Agreement. In the event of a transfer of ownership of Company Ordinary Share that is not registered in the transfer records of the Company, the applicable portion of the Merger Consideration that the holder thereof has the right to receive pursuant to Section 2.6 may be paid to a transferee if the Certificate representing such Company Ordinary Shares is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer Taxes have been paid. With respect to any Company Ordinary Shares held in uncertificated form (“Book-Entry Shares”)Article VIII hereof, Parent shall cause to be distributed to the Exchange Escrow Agent (as defined in Article VIII) a certificate or certificates representing that number of shares of Parent Common Stock and the Escrow Note collectively equal to mail or otherwise deliver to each holder the Escrow Amount, and such shares of Book-Entry Shares (x) materials advising such holder Parent Common Stock shall be registered in the name of the effectiveness of the Merger Escrow Agent. As set forth in Section 8.2(c)(iii), such shares and the conversion of each of such holder’s Company Ordinary Shares into the Per Share Merger Consideration pursuant to the terms of this Agreement upon the completion of the Merger, and Escrow Note (y) a check, deposit or wire transfer of immediately available funds (in Parent’s and Exchange Agent’s discretion) in the amount of the aggregate Per Share Merger Consideration payable to such holder with respect to such holder’s Company Ordinary Shares, in each case without any action by such holders.cash

Exchange Procedures. Promptly following Parent will cause the Paying Agent to mail, as soon as reasonably practicable after the Effective Time (and but in any no event not later more than the third (3rd) three Business Day Days thereafter), Parent shall instruct the Exchange Agent to mail to each Person who was, at the Effective Time, a holder of record of certificates or instruments evidencing the shares of Company Ordinary Common Stock (other than Owned Company Shares that were outstanding immediately prior to the Effective Time (collectively, the “Certificates”and Dissenting Company Shares) and which whose shares of Company Common Stock were converted into the right to receive the applicable portion of the Merger Consideration pursuant to Section 2.62.7, (i) a letter of transmittal (which shall will specify that delivery shall will be effected, and risk of loss and title to the Certificates shall Company Common Stock will pass, only upon proper delivery of the Certificates Company Common Stock to the Exchange Paying Agent, and shall be in such form and have such other provisions as Parent and/or the Exchange Agent may reasonably specify), ) and (ii) instructions for use in effecting the surrender of the Certificates certificates evidencing such shares of Company Common Stock (each, a “Certificate” and together, the “Certificates”) or the non- certificated shares of Company Common Stock (“Book-Entry Shares”) in exchange for the applicable portion of the Merger Consideration. Upon surrender of Certificates a Certificate (or affidavit of loss in lieu of the Certificate as provided in Section 2.11) for cancellation to the Exchange Paying Agent in the case of a transfer of shares of Company Common Stock represented by Certificates or to such other agent or agents as may be appointed receipt by Parentthe Paying Agent of an agent’s message in the case of a transfer of Book-Entry Shares, together with such letter of transmittal, duly completed and validly executed (in accordance with the instructions theretocase of Company Common Stock represented by Certificates), and such other documents as may reasonably be required by Parent or the Exchange Paying Agent (including any required Internal Revenue Service Form W-9 or Form W-8, or any Tax forms required under any other applicable law)in accordance with the terms of such materials and instructions, the holders holder of such Certificates shall Certificate or Book-Entry Shares will be entitled to receive in exchange for the number of shares of Company Common Stock represented by such Certificate and for such Book-Entry Shares, and Parent will cause the Paying Agent to pay and deliver in exchange therefor a check or wire transfer as promptly as practicable, in respect of immediately available funds in such Certificate and Book- Entry Shares, the amount of U.S. dollars representing the applicable portion of the Merger Consideration that such holders have the right holder is entitled to receive pursuant to Section 2.6, and the 2.7. The Certificates so surrendered shall forthwith and the Book-Entry Shares of such holders will be cancelled. Until so surrendered, outstanding Certificates will be deemed from and after the Effective Time, for all corporate purposes, to evidence only the right to receive upon surrender thereof the applicable portion of the Merger Consideration that the holders thereof have the right to receive pursuant to Section 2.6. No interest will be paid or accrued accrue on any cash payable to holders upon surrender of Certificates pursuant to this Agreement. In the event any Certificate or upon conversion of a transfer of ownership of Company Ordinary Share that is not registered in the transfer records of the Company, the applicable portion of the Merger Consideration that the holder thereof has the right to receive pursuant to Section 2.6 may be paid to a transferee if the Certificate representing such Company Ordinary Shares is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer Taxes have been paid. With respect to any Company Ordinary Shares held in uncertificated form (“Book-Entry Shares”), Parent shall cause the Exchange Agent to mail or otherwise deliver to each holder of Book-Entry Shares (x) materials advising such holder of the effectiveness of the Merger and the conversion of each of such holder’s Company Ordinary Shares into the Per Share Merger Consideration pursuant to the terms of this Agreement upon the completion of the Merger, and (y) a check, deposit or wire transfer of immediately available funds (in Parent’s and Exchange Agent’s discretion) in the amount of the aggregate Per Share Merger Consideration payable to such holder with respect to such holder’s Company Ordinary Shares, in each case without any action by such holders.

Exchange Procedures. Promptly following Within ten (10) days after the Effective Time (and in any event not later than Date of the third (3rd) Business Day thereafter)Merger, Parent shall instruct the Exchange Agent to shall mail to each holder of record of a certificate or certificates or instruments evidencing the Company Ordinary Shares that were outstanding which immediately prior to the Effective Time (collectively, the “Certificates”) and which were converted into the right to receive the applicable portion Date of the Merger Consideration represented outstanding shares of Verilux Common Stock (the "CERTIFICATES") whose shares are being converted into shares of Aspec Common Stock pursuant to Section 2.6, 3.1 hereof (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, Agent and which shall be in such form and have such other provisions as Parent and/or the Exchange Agent Aspec may reasonably specify), including appropriate investment representations to be made by each such shareholder) (the "LETTER OF TRANSMITTAL") and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the applicable portion shares of the Merger ConsiderationAspec Common Stock. Upon surrender of Certificates a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by ParentAspec, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may reasonably be required by Parent or the Exchange Agent (including any required Internal Revenue Service Form W-9 or Form W-8, or any Tax forms required under any other applicable law)executed, the holders holder of such Certificates Certificate shall be entitled to receive in exchange therefor a check or wire transfer the number of immediately available funds in shares of Aspec Common Stock to which the amount holder of U.S. dollars representing the applicable portion of the Merger Consideration that such holders have the right to receive Verilux Common Stock is entitled pursuant to Section 2.6, and the Certificates 3.1 hereof. The Certificate so surrendered shall forthwith be cancelledcanceled. Until so surrendered, No interest will accrue or be paid to the holder of any outstanding Certificates will be deemed from Verilux Common Stock. From and after the Effective Time, for all corporate purposes, to evidence only the right to receive upon surrender thereof the applicable portion of the Merger Consideration that the holders thereof have the right to receive pursuant to Section 2.6. No interest will be paid or accrued on any cash payable to holders of Certificates pursuant to this Agreement. In the event of a transfer of ownership of Company Ordinary Share that is not registered in the transfer records of the Company, the applicable portion of the Merger Consideration that the holder thereof has the right to receive pursuant to Section 2.6 may be paid to a transferee if the Certificate representing such Company Ordinary Shares is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer Taxes have been paid. With respect to any Company Ordinary Shares held in uncertificated form (“Book-Entry Shares”), Parent shall cause the Exchange Agent to mail or otherwise deliver to each holder of Book-Entry Shares (x) materials advising such holder of the effectiveness of the Merger and the conversion of each of such holder’s Company Ordinary Shares into the Per Share Merger Consideration pursuant to the terms of this Agreement upon the completion Date of the Merger, until surrendered as contemplated by this Section 3.4, each Certificate shall be deemed for all corporate purposes to evidence the number of shares of Aspec Common Stock into which the shares of Verilux Common Stock represented by such Certificate have been converted. Notwithstanding the foregoing procedures, Aspec shall use its reasonable efforts to provide the form of Letter of Transmittal to Verilux as soon as practical after the date hereof, and (y) a check, deposit or wire transfer Verilux shall provide such Letter of immediately available funds (in Parent’s and Exchange Agent’s discretion) Transmittal to each Verilux shareholder. The parties agree that in the amount event Aspec makes such Letter of Transmittal available to Verilux, any Exchange Agent shall not be obligated to mail such Letter of Transmittal to the aggregate Per Share Merger Consideration payable to such holder with respect to such holder’s Company Ordinary Shares, in each case without any action by such holdersVerilux shareholders.

Exchange Procedures. Promptly following No later than fifteen (15) business days prior to the Effective Time (and in any event not later than Time, the third (3rd) Business Day thereafter), Parent shall instruct Company or the Exchange Agent shall cause to mail be delivered to each holder of record of: (i) a certificate or certificates which as of certificates or instruments evidencing the Company Ordinary Shares that were outstanding immediately prior to the Effective Time such date (collectively, the “CertificatesDetermination Date”) evidenced outstanding shares of Company Capital Stock; or (ii) an instrument which as of the Determination Date evidenced an Eligible Derivative Security (such certificates and which were instruments collectively referred to herein as the “Instruments”), whose securities will be converted into the right to receive the applicable portion of the Aggregate Merger Consideration pursuant to Section 2.61.8, and, if applicable, cash in lieu of fractional shares pursuant to Section 1.10: (iA) a letter of transmittal (which shall state that no shares of Company Capital Stock or Eligible Derivative Securities subject to the letter of transmittal have been or will be transferred by the holder thereof from and after the Determination Date and shall specify that delivery shall be effected, and risk of loss and title to the Certificates Instruments shall pass, only upon proper delivery of the Certificates Instruments to the Exchange Agent and the effectiveness of the Merger substantially in the form of Exhibit E (each a “Letter of Transmittal”); and (B) instructions to effect the surrender of the Instruments in exchange for their allocable portion of the Aggregate Merger Consideration. For the avoidance of doubt, no Company Stockholder or Company Derivative Security Holder shall have any liability (personally or otherwise) for any breach of the representations and warranties of another Company Stockholder or Company Derivative Security Holder in such person’s Letter of Transmittal or Derivative Security Documentation, as applicable, or otherwise. Upon surrender of an Instrument for cancellation to the Exchange Agent, and shall be in such form and have such other provisions as Parent and/or the Exchange Agent may reasonably specify), and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the applicable portion of the Merger Consideration. Upon surrender of Certificates for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent, together with such letter the appropriate Letter of transmittalTransmittal and, in the case of Eligible Company Derivative Security Holders, all other Derivative Security Documentation, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may reasonably be required by Parent or such instructions, upon effectiveness of the Exchange Agent (including any required Internal Revenue Service Form W-9 or Form W-8Merger, or any Tax forms required under any other applicable law), the holders a holder of such Certificates Instruments shall be entitled to receive in exchange therefor a check his or wire transfer of immediately available funds in the amount of U.S. dollars representing the applicable her allocable portion of the Aggregate Merger Consideration that such holders have Consideration, and the right to receive pursuant to Section 2.6, an allocation portion of the Deferred Payments as set forth in Exhibit C and the Certificates Instruments so surrendered shall forthwith be cancelledcanceled. Until so surrendered, each outstanding Certificates Instrument that, prior to the Effective Time, evidenced shares of Company Capital Stock or an Eligible Derivative Security will be deemed from and after the Effective Time, for all corporate purposes, other than the payment of dividends or other distributions, to evidence only the right to receive upon surrender thereof ownership of the applicable allocable portion of the Aggregate Merger Consideration that the holders thereof into which such shares of Company Capital Stock or such Eligible Derivative Security shall have the right to receive pursuant to Section 2.6. No interest will be paid or accrued on any cash payable to holders of Certificates pursuant to this Agreementbeen so converted. In the event of a transfer of ownership of Company Ordinary Share that the Merger is not registered consummated by the Outside Closing Date or is terminated earlier in accordance with the transfer records of terms hereof, unless otherwise agreed to in writing by the CompanyStockholder Representative, the applicable portion of the Merger Consideration that the holder thereof has the right to receive pursuant to Section 2.6 may Instruments shall be paid to a transferee if the Certificate representing such Company Ordinary Shares is presented returned to the Exchange Agent, accompanied by all documents required to evidence Company Stockholders and effect such transfer and by evidence that any applicable stock transfer Taxes have been paid. With respect to any Eligible Company Ordinary Shares held in uncertificated form (“Book-Entry Shares”), Parent shall cause the Exchange Agent to mail or otherwise deliver to each holder of Book-Entry Shares (x) materials advising such holder of the effectiveness of the Merger and the conversion of each of such holder’s Company Ordinary Shares into the Per Share Merger Consideration pursuant to the terms of this Agreement upon the completion of the Merger, and (y) a check, deposit or wire transfer of immediately available funds (in Parent’s and Exchange Agent’s discretion) in the amount of the aggregate Per Share Merger Consideration payable to such holder with respect to such holder’s Company Ordinary Shares, in each case without any action by such holdersDerivative Security Holders as appropriate.

Exchange Procedures. Promptly following As promptly as practicable after the Effective Time (and in any event not later than the third (3rd) Business Day thereafter)Time, Parent shall instruct the Exchange Agent to mail to each holder of record of a certificate or certificates or instruments evidencing the Company Ordinary Shares ("CERTIFICATES") that were outstanding immediately prior to the Effective Time (collectively, the “Certificates”) and represented outstanding shares of Company Common Stock which were converted into the right to receive the applicable portion of the Merger Consideration pursuant to Section 2.61.6, (i) a letter of transmittal in customary form (which that 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, Agent and shall be in such form and have contain such other provisions as Parent and/or the Exchange Agent may reasonably specify), ) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the applicable portion of the Merger Consideration. Upon surrender of Certificates for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may reasonably be required by Parent or the Exchange Agent (including any required Internal Revenue Service Form W-9 or Form W-8, or any Tax forms required under any other applicable law), the holders of such Certificates shall be entitled to receive in exchange therefor a check or wire transfer of immediately available funds in the amount of U.S. dollars representing the applicable portion of the Merger Consideration into which their shares of Company Common Stock were converted at the Effective Time, (including, if shares of Parent Common Stock are issued to holders of Company Common Stock in the Merger, payment in lieu of fractional shares of Parent Common Stock that such holders have the right to receive pursuant to Section 2.6, 1.7(e) and any dividends or distributions payable pursuant to Section 1.7(d)) and the Certificates so surrendered shall forthwith be cancelledcanceled. Until so surrendered, outstanding Certificates will be deemed from and after the Effective Time, for all corporate purposes, to evidence only the right to receive upon surrender thereof the applicable portion ownership of the Merger Consideration that (which, if Parent Common Stock is issued to holders of Company Common Stock in the holders thereof have Merger, shall include the full number of shares of such Parent Common Stock together with the right to receive any dividends or distributions payable pursuant to Section 2.61.7(d)). No interest will be paid or accrued on any Cash Consideration, Substitute Cash Consideration or cash in lieu of fractional shares of Parent Common Stock or on any unpaid dividends or distributions payable to holders of Certificates pursuant to this AgreementCertificates. In the event of a transfer of ownership of shares of Company Ordinary Share Common Stock that is not registered in the transfer records of the Company, the applicable portion Merger Consideration, including any certificate representing the proper number of the Merger Consideration that the holder thereof has the right to receive pursuant to Section 2.6 shares of Parent Common Stock, may be paid issued to a transferee if the Certificate representing such shares of Company Ordinary Shares Common Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer Taxes taxes have been paid. With respect to any Company Ordinary Shares held in uncertificated form (“Book-Entry Shares”), Parent shall cause the Exchange Agent to mail or otherwise deliver to each holder of Book-Entry Shares (x) materials advising such holder of the effectiveness of the Merger and the conversion of each of such holder’s Company Ordinary Shares into the Per Share Merger Consideration pursuant to the terms of this Agreement upon the completion of the Merger, and (y) a check, deposit or wire transfer of immediately available funds (in Parent’s and Exchange Agent’s discretion) in the amount of the aggregate Per Share Merger Consideration payable to such holder with respect to such holder’s Company Ordinary Shares, in each case without any action by such holders.

Exchange Procedures. Promptly Within two (2) business days following the Effective Time (and in any event not later than the third (3rd) Business Day thereafter)Time, Parent shall instruct cause the Exchange Agent to mail to each holder of record (as of immediately prior to the Effective Time) of a certificate or certificates or an instrument or instruments evidencing (the Company Ordinary Shares that were outstanding “Certificates”), which immediately prior to the Effective Time represented (collectivelyi) outstanding shares of Company Capital Stock whose shares were converted into the right to receive the Per Share Merger Consideration as set forth herein, (ii) the “Certificates”) and Vested Company Options which were converted into the right to receive the applicable portion of Per Share Option Consideration as set forth herein and (iii) the Merger Vested Company Warrants which were converted into the right to receive the Per Share Warrant Consideration pursuant to Section 2.6, as set forth herein: (iA) 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, Agent and shall be in such form and have such other provisions as are reasonably acceptable to Parent and/or and the Exchange Agent may reasonably specify), Company) and (iiB) instructions for use in effecting the surrender of the Certificates in exchange for cash constituting the applicable Per Share Closing Merger Consideration, the Per Share Closing Option Consideration and the Per Share Closing Warrant Consideration; provided, however, that Parent and the Exchange Agent shall be entitled to rely upon, and shall rely upon, information provided by the Company regarding Vested Company Options, and shall not require holders of Vested Company Options to surrender any Certificates related thereto or complete or return a letter of transmittal as a condition to receipt of the appropriate portion of the Merger Consideration. Upon surrender of Certificates for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent(if required), together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, thereto and such other documents as may reasonably be required by Parent or the Exchange Agent (including any required Internal Revenue Service Form W-9 or Form W-8, or any Tax forms required under any other applicable law)Agent, the holders holder of record of such Certificates shall be entitled to receive in exchange therefor a check or wire transfer of immediately available funds in the amount of U.S. dollars representing cash constituting the applicable portion of Per Share Closing Merger Consideration, Per Share Closing Option Consideration or Per Share Closing Warrant Consideration to which such holder is entitled hereunder as specified on the Merger Consideration that such holders have the right to receive pursuant to Section 2.6, Spreadsheet and the Certificates so surrendered shall forthwith be cancelled. At the election of any Company Securityholder who is to receive in excess of $100,000 in connection with the transactions contemplated hereby, the Exchange Agent shall make any payment of Merger Consideration to such Company Securityholder by wire transfer. Until so surrendered, outstanding Certificates will be deemed from and after the Effective Time, for all corporate purposes, to evidence only the right to receive upon surrender thereof the applicable portion of the Merger Consideration that the holders thereof have the right to receive pursuant to Section 2.6. No interest will be paid or accrued on any cash payable to holders of Certificates pursuant to this Agreement. In the event of a transfer of ownership of Company Ordinary Share that is not registered in the transfer records of the Company, the applicable portion of the Merger Consideration that the holder thereof has the right to receive pursuant to Section 2.6 may be paid to a transferee if the Certificate representing such Company Ordinary Shares is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer Taxes have been paid. With respect to any Company Ordinary Shares held in uncertificated form (“Book-Entry Shares”), Parent shall cause the Exchange Agent to mail or otherwise deliver to each holder of Book-Entry Shares (x) materials advising such holder of the effectiveness of the Merger and the conversion of each of such holder’s Company Ordinary Shares into the Per Share Merger Consideration pursuant to the terms of this Agreement upon the completion of the MergerConsideration, and (y) a check, deposit or wire transfer of immediately available funds (in Parent’s and Exchange Agent’s discretion) in the amount of the aggregate Per Share Merger Option Consideration payable to or Per Share Warrant Consideration into which such holder with respect to such holder’s Company Ordinary Shares, in each case without any action by such holderssecurities shall have been so converted.

Exchange Procedures. Promptly As soon as practicable following the Effective Time (and in any event not later than the third (3rd) Business Day thereafter)Closing, Parent shall instruct the Exchange Agent cause to mail be mailed to each holder of record of certificates or instruments evidencing the Company Ordinary Shares that were outstanding immediately prior to the Effective Time (collectively, the “Certificates”) and which were converted into the right to receive the applicable portion of the Merger Consideration pursuant to Section 2.6, Shareholder (i) a letter of transmittal (which shall be in such form and contain such provisions as Parent and Company shall mutually agree and which shall specify that delivery shall be effected, and risk of loss and title to the Certificates certificates (the "Certificates") which immediately prior to the Effective Time represent outstanding shares of Company Capital Stock whose shares are converted into the right to receive shares of Parent Common Stock pursuant to Section 1.6(b), shall pass, only upon proper delivery of the Certificates to the Exchange Agent, and shall be in such form and have such other provisions as Parent and/or the Exchange Agent may reasonably specify), ) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the applicable portion certificates representing such shares of the Merger ConsiderationParent Common Stock to which such Company Shareholder is entitled pursuant to Section 1.6(b) and any dividends or other distributions pursuant to Section 1.8(d). Upon surrender of Certificates a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may reasonably be required by Parent or the Exchange Agent (including any required Internal Revenue Service Form W-9 or Form W-8, or any Tax forms required under any other applicable law), the holders of such Certificates Company Shareholder shall be entitled to receive receive, and the Exchange Agent shall promptly deliver in exchange therefor therefor, a check or wire transfer certificate representing the number of immediately available funds whole shares of Parent Common Stock (less the number of shares of Parent Common Stock to be deposited in the amount of U.S. dollars representing the applicable portion of the Merger Consideration that Escrow Fund on such holders have the right to receive holder's behalf pursuant to Section 2.61.8(b) and Article 7 hereof) to which such holder is entitled pursuant to Section 1.6, and the Certificates Certificate so surrendered shall forthwith be cancelledcanceled. As soon as practicable after the Effective Time, and subject to and in accordance with the provisions of Article VII hereof, Parent shall cause to be distributed to the Escrow Agent (as defined in Article VII) a certificate or certificates representing that number of shares of Parent Common Stock equal to the Escrow Amount which shall be registered in the name of the Escrow Agent as nominee for the Company Shareholders. Such shares shall be beneficially owned by the Company Shareholders on whose behalf such shares were deposited in the Escrow Fund and shall be available to compensate Parent as provided in Article VII. Until so surrendered, each outstanding Certificates Certificate that, prior to the Effective Time, represented shares of Company Capital Stock will be deemed from and after the Effective Time, for all corporate purposes, other than the payment of dividends and other distributions, to evidence only the ownership of the number of full shares of Parent Common Stock into which such shares of Company Capital Stock shall have been so converted and the right to receive upon surrender thereof the applicable portion of the Merger Consideration that the holders thereof have the right to receive any dividends or distributions payable pursuant to Section 2.6. No interest will be paid or accrued on any cash payable to holders of Certificates pursuant to this Agreement. In the event of a transfer of ownership of Company Ordinary Share that is not registered in the transfer records of the Company, the applicable portion of the Merger Consideration that the holder thereof has the right to receive pursuant to Section 2.6 may be paid to a transferee if the Certificate representing such Company Ordinary Shares is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer Taxes have been paid. With respect to any Company Ordinary Shares held in uncertificated form (“Book-Entry Shares”1.8(d), Parent shall cause the Exchange Agent to mail or otherwise deliver to each holder of Book-Entry Shares (x) materials advising such holder of the effectiveness of the Merger and the conversion of each of such holder’s Company Ordinary Shares into the Per Share Merger Consideration pursuant to the terms of this Agreement upon the completion of the Merger, and (y) a check, deposit or wire transfer of immediately available funds (in Parent’s and Exchange Agent’s discretion) in the amount of the aggregate Per Share Merger Consideration payable to such holder with respect to such holder’s Company Ordinary Shares, in each case without any action by such holders.

Exchange Procedures. Promptly following (a) The closing of the Effective Time Exchange (and in any event not the “Closing”) will be held on the date of this Agreement (the “Closing Date”). No later than 10:00 a.m., New York City time, on the third (3rd) Business Day thereafter)Closing Date, Parent each Purchaser shall instruct the Exchange Agent cause its custodian through which such Purchaser holds its Existing Notes to mail to each holder of record of certificates or instruments evidencing the Company Ordinary Shares that were outstanding immediately prior post a DWAC request to the Effective Time (collectively, the “Certificates”) and which were converted into the right to receive the applicable portion of the Merger Consideration pursuant to Section 2.6, Trustee (i) to effect the transfer of the Existing Notes in accordance with the procedures of The Depository Trust Company (“DTC”), into a letter book-entry account established by or on behalf of transmittal (which shall specify that delivery shall be effectedthe Company, and risk of loss and title to use commercially reasonable efforts to ensure that the Certificates shall pass, only upon proper delivery Trustee receives an agent’s message from DTC confirming the book-entry transfer of the Certificates to the Exchange Agent, and shall be in such form and have such other provisions as Parent and/or the Exchange Agent may reasonably specify)Existing Notes, and (ii) instructions for use in effecting free receipt to the surrender Trustee for the aggregate principal amount of Exchange Notes opposite such Purchaser’s name on Schedule I hereto. The delivery of the Certificates in exchange for Existing Notes by each Purchaser will be complete upon receipt by the applicable portion Trustee on the Closing Date of an agent’s message, book-entry confirmation from DTC and any other required documents. (b) On the Closing Date, the Company, or Trustee at the Company’s direction, will (i) cause the Exchange Notes to be credited to the DTC accounts identified by such Purchaser (as specified on its signature page hereof) against delivery of the Merger Consideration. Upon surrender Existing Notes, as set forth on Schedule I hereto, (ii) cause the payment of Certificates for cancellation to the Exchange Agent or to such other agent or agents Cash Consideration as may be appointed set forth on Schedule I hereto, by Parent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may reasonably be required by Parent or the Exchange Agent (including any required Internal Revenue Service Form W-9 or Form W-8, or any Tax forms required under any other applicable law), the holders of such Certificates shall be entitled to receive in exchange therefor a check or wire transfer of immediately available funds to the accounts previously provided in writing by such Purchaser and (iii) cause the amount payment of U.S. dollars representing cash for accrued interest owed on the applicable portion of the Merger Consideration that such holders have the right to receive pursuant to Section 2.6Existing Notes through, and the Certificates so surrendered shall forthwith be cancelled. Until so surrendered, outstanding Certificates will be deemed from and after the Effective Time, for all corporate purposes, to evidence only the right to receive upon surrender thereof the applicable portion of the Merger Consideration that the holders thereof have the right to receive pursuant to Section 2.6. No interest will be paid or accrued on any cash payable to holders of Certificates pursuant to this Agreement. In the event of a transfer of ownership of Company Ordinary Share that is not registered in the transfer records of the Companybut excluding, the applicable portion of the Merger Consideration that the holder thereof has the right to receive pursuant to Section 2.6 may be paid to a transferee if the Certificate representing such Company Ordinary Shares is presented to the Exchange AgentClosing Date, accompanied as set forth on Schedule I hereto, by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer Taxes have been paid. With respect to any Company Ordinary Shares held in uncertificated form (“Book-Entry Shares”), Parent shall cause the Exchange Agent to mail or otherwise deliver to each holder of Book-Entry Shares (x) materials advising such holder of the effectiveness of the Merger and the conversion of each of such holder’s Company Ordinary Shares into the Per Share Merger Consideration pursuant to the terms of this Agreement upon the completion of the Merger, and (y) a check, deposit or wire transfer of immediately available funds to the accounts previously provided in writing by such Purchaser. (in Parent’s c) For the avoidance of doubt, the Purchasers shall cease to own any Existing Notes as of the crediting of the Exchange Notes to the DTC accounts identified by the Purchasers, the payment of the Cash Consideration, and Exchange Agent’s discretion) the payment of cash for accrued interest on the Existing Notes by wire transfer as provided in the amount immediately preceding sentence, and the Company shall be entitled to instruct the appropriate parties to immediately thereafter cancel the Existing Notes on the books and records of the aggregate Per Share Merger Consideration payable to such holder with respect to such holder’s Company Ordinary Shares, in each case without any action by such holdersCompany.

Exchange Procedures. Promptly As soon as practicable following the Effective Time (and in any event not later than the third (3rd) Business Day thereafter)Time, Parent shall instruct cause the Exchange Agent to mail to each holder of record (as of the Effective Time) of a certificate or certificates or instruments evidencing (the Company Ordinary Shares that were outstanding “Certificates”) which immediately prior to the Effective Time (collectively, the “Certificates”) and which represented outstanding shares of Company Common Stock whose shares were converted into the right to receive the applicable portion of the Merger Consideration pursuant to Section 2.61.6(a), Non-Employee Options or Company Warrants whose Non-Employee Options or Company Warrants were converted into the right to receive cash as provided in Section 1.6(c): (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates Certificates, Non-Employee Options or Company Warrants shall pass, only upon proper delivery of the Certificates Certificates, Non-Employee Options or Company Warrants to the Exchange Agent, Agent and shall be in such form and have such other provisions as Parent and/or the Exchange Agent may reasonably specify), ) and (ii) instructions for use in effecting the surrender of the Certificates Certificates, Non-Employee Options or Company Warrants in exchange for the applicable portion of cash constituting the Merger Consideration. Upon surrender of Certificates Certificates, Non-Employee Options or Company Warrants for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, thereto and such other documents as may reasonably be required by Parent or the Exchange Agent (including any required Internal Revenue Service Form W-9 or Form W-8, or any Tax forms required under any other applicable law)Agent, the holders holder of record of such Certificates Certificates, Non-Employee Options or Company Warrants shall be entitled to receive in exchange therefor a check or wire transfer of immediately available funds the cash as provided in the amount of U.S. dollars representing the applicable portion of the Merger Consideration that such holders have the right to receive pursuant to Section 2.61.6, and the Certificates Certificates, Non-Employee Options or Company Warrants so surrendered shall forthwith be cancelledcanceled. Subject to the terms and conditions of this Article I, Parent shall cause the Exchange Agent to pay the Merger Consideration as provided in Section 1.6. Until so surrendered, outstanding Certificates Certificates, Non-Employee Options or Company Warrants will be deemed from and after the Effective Time, for all corporate purposes, to evidence only the right to receive upon surrender thereof the applicable portion ownership of the Merger Consideration that the holders thereof have the right to receive pursuant to cash as provided in Section 2.6. No interest will be paid or accrued on any cash payable to holders of Certificates pursuant to this Agreement. In the event of a transfer of ownership 1.6 into which such shares of Company Ordinary Share that is not registered in the transfer records of the CompanyCommon Stock, the applicable portion of the Merger Consideration that the holder thereof has the right to receive pursuant to Section 2.6 may be paid to a transferee if the Certificate representing such Non-Employee Options or Company Ordinary Shares is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer Taxes Warrants shall have been paid. With respect to any Company Ordinary Shares held in uncertificated form (“Book-Entry Shares”), Parent shall cause the Exchange Agent to mail or otherwise deliver to each holder of Book-Entry Shares (x) materials advising such holder of the effectiveness of the Merger and the conversion of each of such holder’s Company Ordinary Shares into the Per Share Merger Consideration pursuant to the terms of this Agreement upon the completion of the Merger, and (y) a check, deposit or wire transfer of immediately available funds (in Parent’s and Exchange Agent’s discretion) in the amount of the aggregate Per Share Merger Consideration payable to such holder with respect to such holder’s Company Ordinary Shares, in each case without any action by such holdersso converted.

Exchange Procedures. Promptly (a) At the Closing, Acquirer shall (i) deposit with The Bank of New York or other exchange agent appointed by Acquirer and reasonably acceptable to the Company (the “Exchange Agent”), for the benefit of the holders of Company Capital Stock, cash in U.S. dollars in an amount equal to (A) the Shareholder Cash Consideration minus (B) the Escrow Amount (which shall be deposited with the Escrow Agent); and (ii) make available to the Exchange Agent the number of shares of Acquirer Common Stock comprising the Shareholder Stock Consideration, plus cash in an amount estimated to be sufficient for payment in lieu of fractional shares pursuant to Section 1.10 hereof. (b) Within 5 Business Days following the Effective Time (and in any event not later than the third (3rd) Business Day thereafter)Time, Parent Acquirer shall instruct the Exchange Agent provide or cause to mail be provided to each holder of record of certificates or instruments evidencing the Company Ordinary Shares that were outstanding immediately prior to Capital Stock as of the Effective Time (collectivelyTime, the “Certificates”) and which were converted into the right to receive the applicable portion of the Merger Consideration pursuant to Section 2.6, (i) a letter of transmittal for use in exchanging certificates representing shares of Company Capital Stock for the Total Shareholder Consideration (which shall specify that the delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates certificates to the Exchange Agent, Agent and shall be in such form and have such other provisions as Parent and/or Acquirer and the Exchange Agent Company may reasonably specify), ) and (ii) instructions for use in effecting the surrender of the Certificates certificates that, immediately prior to the Effective Time, shall represent any of such shares in exchange for the applicable portion payment of the Merger ConsiderationPer Share Consideration for each such share. Upon surrender of Certificates for cancellation to the Exchange Agent of such certificates (or to such other agent affidavit of loss or agents as destruction in lieu thereof, including any suitable bond or indemnity that may be appointed required by ParentAcquirer or the Exchange Agent in their sole discretion), together with such letter of transmittal, duly executed and completed and validly executed in accordance with the instructions thereto, Acquirer shall promptly cause the aggregate Per Share Cash Consideration to be paid, and the aggregate Per Share Stock Consideration to be issued, to the persons entitled thereto, in such other documents amounts as may reasonably be required by Parent or is equal to the Exchange Agent (including any required Internal Revenue Service Form W-9 or Form W-8, or any Tax forms required under any other applicable law), the holders of Per Share Cash Consideration and Per Share Stock Consideration to which such Certificates shall be person is entitled to receive in exchange therefor a check or wire transfer of immediately available funds in the amount of U.S. dollars representing the applicable portion of the Merger Consideration that such holders have the right to receive pursuant to Section 2.61.7, less any required tax withholdings in accordance with the instructions specified in the applicable letter of transmittal and the Certificates so surrendered shall forthwith portions thereof to be cancelled. Until so surrendered, outstanding Certificates will be deemed from and after deposited in the Effective Time, for all corporate purposes, to evidence only the right to receive upon surrender thereof the applicable portion of the Merger Consideration that the holders thereof have the right to receive pursuant to Section 2.6Escrow Fund. No interest will be paid or accrued will accrue on the amount of Per Share Cash Consideration payable upon the surrender of any cash payable such certificate. If the Per Share Consideration is to be paid or issued to a person other than the registered holder of the certificate surrendered, it shall be a condition of such payment that the certificate so surrendered shall be properly endorsed or otherwise in proper form for transfer and that the person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a person other than the registered holder of the certificate surrendered or establish to the reasonable satisfaction of Acquirer or the Exchange Agent that such tax has been paid or is not applicable. (c) After the Effective Time, there shall be no transfers on the stock transfer books of the Company of shares of Company Capital Stock that were outstanding immediately prior to the Effective Time. (d) One hundred and eighty (180) days following the Effective Time, Acquirer shall be entitled to cause the Exchange Agent to deliver to it any funds (including any interest received with respect thereto) made available to the Exchange Agent that have not been disbursed to holders of Certificates pursuant to this Agreement. In the event of a transfer of ownership certificates or agreements formerly representing shares of Company Ordinary Share that is not registered in Capital Stock outstanding on the transfer records of Effective Time, and thereafter such holders shall be entitled to look to Acquirer only as general creditors thereof with respect to the Company, the applicable portion of the Merger Consideration that payable upon due surrender of their certificates or agreements. (e) Notwithstanding the foregoing, neither the Exchange Agent nor any party hereto shall be liable to any holder thereof has the right to receive pursuant to Section 2.6 may be of certificates formerly representing shares of Company Capital Stock for any amount paid to a transferee if the Certificate representing such Company Ordinary Shares is presented public official pursuant to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer Taxes have been paidabandoned property, escheat or similar law. With respect to any The First-Step Surviving Corporation after the Effective Time shall pay all charges and expenses in connection with the exchange of cash for Company Ordinary Shares held in uncertificated form (“Book-Entry Shares”), Parent shall cause the Exchange Agent to mail or otherwise deliver to each holder of Book-Entry Shares (x) materials advising such holder of the effectiveness of the Merger and the conversion of each of such holder’s Company Ordinary Shares into the Per Share Merger Consideration pursuant to the terms of this Agreement upon the completion of the Merger, and (y) a check, deposit or wire transfer of immediately available funds (in Parent’s and Exchange Agent’s discretion) in the amount of the aggregate Per Share Merger Consideration payable to such holder with respect to such holder’s Company Ordinary Shares, in each case without any action by such holdersCapital Stock.

Exchange Procedures. Promptly following after the Effective Time (and in any event not later than Time, the third (3rd) Business Day thereafter), Parent ------------------- Surviving Corporation shall instruct the Exchange Agent cause to mail be mailed to each holder of record of certificates or instruments evidencing the Company Ordinary Shares that were outstanding immediately prior to the Effective Time (collectively, the “Certificates”) and which were converted into the right to receive the applicable portion of the Merger Consideration pursuant to Section 2.6, Stockholder (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates certificates (the "Certificates") which ------------ immediately prior to the Effective Time represented outstanding shares of Company Common Stock or Company Preferred Stock whose shares were converted into the right to receive the Merger Consideration pursuant to Section 1.6, shall pass, only upon proper delivery of the Certificates to the Exchange Agent, Agent and shall be in such form and have such other provisions as Parent and/or the Exchange Agent may reasonably specify), ) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the applicable portion of the Merger Consideration. Upon surrender of Certificates a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may reasonably be required by Parent or the Exchange Agent (including any required Internal Revenue Service Form W-9 or Form W-8, or any Tax forms required under any other applicable law), the holders of such Certificates Company Stockholder shall be entitled to receive in exchange therefor a check or wire transfer certificate representing the number of immediately available funds shares issuable to such Company Stockholder as part of the Original Purchase Price (less the number of shares of Parent Common Stock to be deposited in the amount of U.S. dollars representing Escrow Fund (as defined in the applicable portion of the Merger Consideration that Indemnification Agreement) on such holders have the right to receive holder's behalf pursuant to Section 2.6, the Indemnification Agreement) and the Certificates Certificate so surrendered shall forthwith be cancelledcanceled. As soon as practicable after the Effective Time, and subject to and in accordance with the provisions of Indemnification Agreement, Parent shall cause to be distributed to the Escrow Agent (as defined in the Indemnification Agreement) a certificate or certificates representing that number of shares of Parent Common Stock equal to the Escrow Amount. Such consideration shall be beneficially owned by the holders on whose behalf such consideration was deposited in the Escrow Fund and shall be available to compensate Parent as provided in the Indemnification Agreement. Until so surrenderedsurrendered to the Exchange Agent, each outstanding Certificates Certificate that, prior to the Effective Time, represented shares of Company Common Stock or Company Preferred Stock will be deemed from and after the Effective Time, for all corporate purposes, other than the payment of dividends, to evidence only the right to receive upon surrender thereof the applicable portion of the Merger Consideration that the holders thereof have the right to receive pursuant to Section 2.6. No interest will be paid or accrued on any cash payable to holders of Certificates pursuant to this Agreement. In the event of a transfer of ownership of Company Ordinary Share that is not registered in the transfer records of the Company, the applicable portion of the Merger Consideration that the holder thereof has the right to receive pursuant to Section 2.6 may be paid to a transferee if the Certificate representing such Company Ordinary Shares is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer Taxes have been paid. With respect to any Company Ordinary Shares held in uncertificated form (“Book-Entry Shares”), Parent shall cause the Exchange Agent to mail or otherwise deliver to each holder of Book-Entry Shares (x) materials advising such holder of the effectiveness of the Merger and the conversion of each of such holder’s Company Ordinary Shares into the Per Share Merger Consideration pursuant to the terms of this Agreement upon the completion of the Merger, and (y) a check, deposit or wire transfer of immediately available funds (in Parent’s and Exchange Agent’s discretion) in the amount of the aggregate Per Share Merger Consideration payable to such holder with respect to such holder’s Company Ordinary Shares, in each case without any action by such holdersSection 1.6 hereof.

Exchange Procedures. Promptly following (a) Appropriate transmittal materials ("LETTER OF TRANSMITTAL") shall be mailed as soon as reasonably practicable after the Effective Time (Time, and in any no event not later than the third (3rd) Business Day 5 business days thereafter), Parent shall instruct the Exchange Agent to mail to each holder of record of certificates or instruments evidencing the Company Ordinary Shares that were outstanding immediately prior to MBLA Common Stock as of the Effective Time Time. A Letter of Transmittal will be deemed properly completed only if accompanied by certificates representing all shares of MBLA Common Stock to be converted thereby. (collectivelyb) At and after the Effective Time, the “Certificates”each certificate ("MBLA CERTIFICATE") and which were converted into previously representing shares of MBLA Common Stock (except as specifically set forth in SECTION 1.2) shall represent only the right to receive the applicable portion Merger Consideration multiplied by the number of shares of MBLA Common Stock previously represented by the MBLA Certificate. (c) Prior to the Effective Time, Citizens shall deposit, or shall cause to be deposited, in a segregated account with Citizens Bank, which shall act as exchange agent ("EXCHANGE AGENT") for the benefit of the holders of shares of MBLA Common Stock, for exchange in accordance with this SECTION 1.3, an amount of cash sufficient to pay the aggregate Merger Consideration to be paid with respect to the outstanding shares of MBLA Common Stock pursuant to Section 2.6, SECTION 1.2. (d) The Letter of Transmittal shall (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the MBLA Certificates shall pass, only upon proper delivery of the MBLA Certificates to the Exchange Agent, and shall (ii) be in such a form and have such contain any other provisions as Parent and/or the Exchange Agent Citizens may reasonably specify), determine and (iiiii) include instructions for use in effecting the surrender of the MBLA Certificates in exchange for the applicable portion of the Merger Consideration. Upon the proper surrender of the MBLA Certificates for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by ParentAgent, together with such letter of transmittal, duly a properly completed and validly duly executed in accordance with the instructions thereto, and such other documents as may reasonably be required by Parent or the Exchange Agent (including any required Internal Revenue Service Form W-9 or Form W-8, or any Tax forms required under any other applicable law)Letter of Transmittal, the holders holder of such MBLA Certificates shall be entitled to receive in exchange therefor a check or wire transfer of immediately available funds in the amount of U.S. dollars representing equal to the applicable portion of the Merger Consideration cash that such holders have holder has the right to receive pursuant to Section 2.6, and the SECTION 1.2. MBLA Certificates so surrendered shall forthwith be cancelledcanceled. Until so surrenderedAs soon as practicable, outstanding Certificates will be deemed from and after the Effective Time, for all corporate purposes, to evidence only the right to receive upon surrender thereof the applicable portion but no later than 10 business days following receipt of the Merger Consideration that properly completed Letter of Transmittal and any necessary accompanying documentation, the holders thereof have the right to receive pursuant to Section 2.6Exchange Agent shall issue a check as provided herein. No interest will be paid or accrued on any cash payable to holders of Certificates pursuant to this Agreement. In the event of If there is a transfer of ownership of Company Ordinary Share that is any shares of MBLA Common Stock not registered in the transfer records of the CompanyMBLA, the applicable portion of the Merger Consideration that shall be issued to the holder transferee thereof has the right to receive pursuant to Section 2.6 may be paid to a transferee if the Certificate MBLA Certificates representing such Company Ordinary Shares is MBLA Common Stock are presented to the Exchange Agent, accompanied by all documents required required, in the reasonable judgment of Citizens and the Exchange Agent, (x) to evidence and effect such transfer and by (y) to evidence that any applicable stock transfer Taxes taxes have been paid. (e) From and after the Effective Time there shall be no transfers on the stock transfer records of MBLA of any shares of MBLA Common Stock. With If, after the Effective Time, MBLA Certificates are presented to Citizens, they shall be canceled and exchanged for the Merger Consideration deliverable in respect thereof pursuant to any Company Ordinary Shares held this Agreement in uncertificated form accordance with the procedures set forth in this SECTION 1.3. (“Book-Entry Shares”), Parent f) Any portion of the aggregate amount of cash to be paid pursuant to SECTION 1.2 that remains unclaimed by the stockholders of MBLA for 12 months after the Effective Time shall cause be repaid by the Exchange Agent to mail Citizens upon the written request of Citizens. After such request is made, any stockholders of MBLA who have not theretofore complied with this SECTION 1.3 shall look only to Citizens for the Merger Consideration deliverable in respect of each share of MBLA Common Stock such stockholder holds, as determined pursuant to SECTION 1.2 of this Agreement, without any interest thereon. If outstanding MBLA Certificates are not surrendered prior to the date on which such payments would otherwise escheat to or otherwise deliver become the property of any governmental unit or agency, the unclaimed items shall, to each the extent permitted by any abandoned property, escheat or other applicable laws, become the property of Citizens (and, to the extent not in its possession, shall be paid over to it), free and clear of all claims or interest of any person previously entitled to such claims. Notwithstanding the foregoing, neither the Exchange Agent nor any party to this Agreement (or any affiliate thereof) shall be liable to any former holder of Book-Entry Shares MBLA Common Stock for any amount delivered to a public official pursuant to applicable abandoned property, escheat or similar laws. (xg) materials advising such holder Citizens and the Exchange Agent shall be entitled to rely upon MBLA's stock transfer books to establish the identity of the effectiveness of those persons entitled to receive the Merger Consideration, which books shall be conclusive with respect thereto. In the event of a dispute with respect to ownership of stock represented by any MBLA Certificate, Citizens and the conversion of each of such holder’s Company Ordinary Shares into the Per Share Exchange Agent shall be entitled to deposit any Merger Consideration pursuant represented thereby in escrow with an independent third party and thereafter be relieved with respect to the terms of this Agreement any claims thereto. (h) If any MBLA Certificate shall have been lost, stolen or destroyed, upon the completion making of an affidavit of that fact by the Mergerperson claiming such MBLA Certificate to be lost, and (y) a checkstolen or destroyed and, deposit or wire transfer of immediately available funds (in Parent’s and if required by the Exchange Agent’s discretion) , the posting by such person of a bond in such amount as the amount of the aggregate Per Share Merger Consideration payable to such holder Exchange Agent may direct as indemnity against any claim that may be made against it with respect to such holder’s Company Ordinary SharesMBLA Certificate, the Exchange Agent will issue in each case without any action by exchange for such holderslost, stolen or destroyed MBLA Certificate the Merger Consideration deliverable in respect thereof pursuant to SECTION 1.2.

Exchange Procedures. Promptly On or promptly following the Effective Time (and but in any event not no later than the third five (3rd5) Business Day thereafter)Days after the Effective Time, Parent shall instruct (or shall cause the Exchange Paying Agent to to) mail a letter of transmittal in substantially the form attached hereto as Exhibit D (the “Letter of Transmittal”) to each Stockholder at the address set forth opposite each such Stockholder’s name on the Payment Schedule. After receipt of such Letter of Transmittal, the Stockholders will surrender the certificates representing their shares of Company Common Stock (the “Company Stock Certificates”) to the Paying Agent for cancellation, and each of the Stockholders shall deliver a duly completed and validly executed Letter of Transmittal. Upon surrender of a Company Stock Certificate for cancellation to the Paying Agent, together with a Letter of Transmittal, duly completed and validly executed in accordance with the instructions thereto, subject to the terms of Section 1.9(e) hereof, the holder of record such Company Stock Certificate shall be entitled to receive from the Paying Agent in exchange therefor, cash to which such holder is entitled pursuant to Section 1.6 hereof (less the Pro Rata Portion of certificates or instruments evidencing the Escrow Amount to be deposited into the Escrow Fund and the Pro Rata Portion of the Stockholder Representative Amount to be deposited into the Stockholder Representative Fund with respect to such Stockholder), and the Company Ordinary Shares that were Stock Certificate so surrendered shall be cancelled. Until so surrendered, each Company Stock Certificate outstanding immediately prior to after the Effective Time (collectivelywill be deemed, the “Certificates”) and which were converted into for all corporate purposes thereafter, to evidence only the right to receive the applicable portion of the Merger Consideration pursuant to Section 2.6, (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 shall be in such form and have such other provisions as Parent and/or the Exchange Agent may reasonably specify), and (ii) instructions for use in effecting the surrender of the Certificates 1.6 hereof in exchange for the applicable portion shares of the Merger ConsiderationCompany Common Stock (without interest) into which such shares of Company Common Stock shall have been so converted. Upon surrender of Certificates for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may reasonably be required by Parent or the Exchange Agent (including any required Internal Revenue Service Form W-9 or Form W-8, or any Tax forms required under any other applicable law), the holders of such Certificates shall be entitled to receive in exchange therefor a check or wire transfer of immediately available funds in the amount of U.S. dollars representing the applicable No portion of the Merger Consideration that such holders have the right to receive pursuant to Section 2.6, and the Certificates so surrendered shall forthwith be cancelled. Until so surrendered, outstanding Certificates will be deemed from and after the Effective Time, for all corporate purposes, to evidence only the right to receive upon surrender thereof the applicable portion of the Merger Consideration that the holders thereof have the right to receive pursuant to Section 2.6. No interest will be paid or accrued on any cash payable to holders of Certificates pursuant to this Agreement. In the event of a transfer of ownership of Company Ordinary Share that is not registered in the transfer records of the Company, the applicable portion of the Merger Consideration that the holder thereof has the right to receive pursuant to Section 2.6 may be paid to a transferee if the of any unsurrendered Company Stock Certificate representing such Company Ordinary Shares is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer Taxes have been paid. With respect to any Company Ordinary Shares held in uncertificated form (“Book-Entry Shares”), Parent shall cause the Exchange Agent to mail or otherwise deliver to each holder of Book-Entry Shares (x) materials advising such holder of the effectiveness of the Merger and the conversion of each of such holder’s Company Ordinary Shares into the Per Share Merger Consideration pursuant to the terms of this Agreement upon the completion of the Merger, and (y) a check, deposit or wire transfer of immediately available funds (in Parent’s and Exchange Agent’s discretion) in the amount of the aggregate Per Share Merger Consideration payable to such holder with respect to shares of Company Common Stock formerly represented thereby until the holder of record of such holder’s Company Ordinary Shares, in each case without any action by Stock Certificate shall surrender such holdersCompany Stock Certificate pursuant hereto.

Exchange Procedures. Promptly following As soon as reasonably practicable after the Merger Effective Time (Time, and in any event not later than the third within four (3rd4) Business Day thereafter)Days after the Merger Effective Time, Parent Topco shall instruct cause the Exchange Agent to mail to each holder of record of certificates or instruments evidencing a Concord Certificate and to each holder of record of a Concord Book Entry Share, which at the Company Ordinary Shares that were outstanding immediately prior to the Merger Effective Time (collectively, the “Certificates”) and which were converted into the right to receive the applicable portion of the Merger Consideration pursuant to Section 2.63.06(a), (i) a letter of transmittal (which shall specify that delivery shall be effected, and that risk of loss and title to the Concord Certificates shall pass, only upon proper delivery of the Concord Certificates to the Exchange AgentAgent or, in the case of Concord Book Entry Shares, upon adherence to the procedures set forth in the letter of transmittal) in a form reasonably acceptable to Concord and shall be in such form and have such other provisions as Parent and/or the Exchange Agent may reasonably specify)Company, and (ii) instructions for use in effecting the surrender of the Concord Certificates and Concord Book Entry Shares, as applicable, in exchange for the applicable portion payment and issuance of the Merger ConsiderationConsideration therefor. Upon Within five (5) Business Days after surrender of Concord Certificates or Concord Book Entry Shares (as applicable) for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by ParentAgent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may reasonably be required by Parent or the Exchange Agent (including any required Internal Revenue Service Form W-9 or Form W-8, or any Tax forms required under any other applicable law)Agent, the holders holder of such Concord Certificates or Concord Book Entry Shares (as applicable) shall be entitled to receive in exchange therefor a check therefor: (a) that number of Topco Ordinary Shares into which such holder’s Concord Shares represented by such holder’s properly surrendered Concord Certificates or wire transfer of immediately available funds in the amount of U.S. dollars representing the applicable portion of the Merger Consideration that such holders have the right to receive Concord Book Entry Shares (as applicable) were converted pursuant to Section 2.63.06(a), and the Concord Certificates or Concord Book Entry Shares (as applicable) so surrendered shall forthwith be cancelled. Until so surrendered, outstanding Certificates will be deemed from and (b) a check in an amount of U.S. dollars (after the Effective Time, for all corporate purposes, giving effect to evidence only the right to receive upon surrender thereof the applicable portion of the Merger Consideration that the holders thereof have the right to receive any required withholdings pursuant to Section 2.6. No interest will be paid or accrued on 3.06(d)(vii) below) equal to any cash payable to holders of Certificates pursuant to this Agreement. In the event of a transfer of ownership of Company Ordinary Share dividends or other distributions that is not registered in the transfer records of the Company, the applicable portion of the Merger Consideration that the such holder thereof has the right to receive pursuant to Section 2.6 may 3.06(d)(iv) below. No interest shall be paid to a transferee if or shall accrue for the Certificate representing such Company Ordinary Shares is presented to benefit of holders of the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer Taxes have been paid. With respect to any Company Ordinary Shares held in uncertificated form (“Book-Entry Shares”), Parent shall cause the Exchange Agent to mail Concord Certificates or otherwise deliver to each holder of Book-Concord Book Entry Shares (x) materials advising such holder of on the effectiveness of the Merger and the conversion of each of such holder’s Company Ordinary Shares into the Per Share Merger Consideration pursuant to the terms of this Agreement upon the completion of the Merger, and (y) a check, deposit or wire transfer of immediately available funds (in Parent’s and Exchange Agent’s discretion) in the amount of the aggregate Per Share Merger Consideration payable to such holder with in respect to such holder’s Company Ordinary of the Concord Certificates or Concord Book Entry Shares, in each case without any action by such holders.

Exchange Procedures. Promptly following after the Effective Time (and in any event not later than Time, the third (3rd) Business Day thereafter), Parent ------------------- Surviving Corporation shall instruct the Exchange Agent cause to mail be mailed to each holder of record of certificates or instruments evidencing the Company Ordinary Shares that were outstanding immediately prior to the Effective Time (collectively, the “Certificates”) and which were converted into the right to receive the applicable portion of the Merger Consideration pursuant to Section 2.6, Shareholder (i) a letter of transmittal substantially consistent with the terms of this Agreement (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates certificates (the "Certificates"), which immediately prior to the ------------ Effective Time represented outstanding shares of Company Common Stock whose shares were converted into the right to receive the Merger Consideration pursuant to Section 1.6, shall pass, pass only upon proper delivery of the Certificates to the Exchange Agent, Agent and shall be in such form and have such other provisions as Parent and/or the Exchange Agent may reasonably specify), ) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the applicable portion of the Merger Consideration. Upon surrender of Certificates a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may reasonably be required by Parent or the Exchange Agent (including any required Internal Revenue Service Form W-9 or Form W-8, or any Tax forms required under any other applicable law), the holders of such Certificates Company Shareholder shall be entitled to receive in exchange therefor therefor, as soon as practicable thereafter, a check or wire transfer certificate representing the number of immediately available funds shares issuable to such Company Shareholder as part of the Original Purchase Price (less the number of shares of Parent Common Stock to be deposited in the amount of U.S. dollars representing the applicable portion of the Merger Consideration that Escrow Fund (as defined in Article VII) on such holders have the right to receive holder's behalf pursuant to Section 2.6, Article VII hereof) and the Certificates Certificate so surrendered shall forthwith be cancelledcanceled. As soon as practicable after the Effective Time, and subject to and in accordance with the provisions of Article VII hereof, Parent shall cause to be distributed to the Escrow Agent (as defined in Article VII) a certificate or certificates representing that number of shares of Parent Common Stock equal to the Escrow Amount. Such consideration shall be beneficially owned by the holders on whose behalf such consideration were deposited in the Escrow Fund and shall be available to compensate Parent as provided in Article VII. Until so surrenderedsurrendered to the Exchange Agent, each outstanding Certificates Certificate that, prior to the Effective Time, represented shares of Company Common Stock will be deemed from and after the Effective Time, for all corporate purposes, other than the payment of dividends, to evidence only the right to receive upon surrender thereof the applicable portion of the Merger Consideration that the holders thereof have the right to receive pursuant to Section 2.6. No interest will be paid or accrued on any cash payable to holders of Certificates pursuant to this Agreement. In the event of a transfer of ownership of Company Ordinary Share that is not registered in the transfer records of the Company, the applicable portion of the Merger Consideration that the holder thereof has the right to receive pursuant to Section 2.6 may be paid to a transferee if the Certificate representing such Company Ordinary Shares is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer Taxes have been paid. With respect to any Company Ordinary Shares held in uncertificated form (“Book-Entry Shares”), Parent shall cause the Exchange Agent to mail or otherwise deliver to each holder of Book-Entry Shares (x) materials advising such holder of the effectiveness of the Merger and the conversion of each of such holder’s Company Ordinary Shares into the Per Share Merger Consideration pursuant to the terms of this Agreement upon the completion of the Merger, and (y) a check, deposit or wire transfer of immediately available funds (in Parent’s and Exchange Agent’s discretion) in the amount of the aggregate Per Share Merger Consideration payable to such holder with respect to such holder’s Company Ordinary Shares, in each case without any action by such holdersSection 1.6 hereof.

Exchange Procedures. Promptly following (a) Appropriate transmittal materials (“Letter of Transmittal”) in a form satisfactory to Berkshire Hills Bancorp and Factory Point Bancorp shall be mailed as soon as practicable after the Effective Time (and in any event not later than the third (3rd) Business Day thereafter), Parent shall instruct the Exchange Agent to mail to each holder of record of certificates or instruments evidencing the Company Ordinary Shares that were outstanding immediately prior to Factory Point Bancorp Common Stock as of the Effective Time who did not previously submit a completed Election Form. A Letter of Transmittal will be deemed properly completed only if accompanied by certificates representing all shares of Factory Point Bancorp Common Stock to be converted thereby. (collectivelyb) At and after the Effective Time, the “Certificates”each Certificate (except as specifically set forth in Section 2.5) and which were converted into shall represent only the right to receive the applicable portion Merger Consideration. (c) Prior to the Effective Time, Berkshire Hills Bancorp shall (i) reserve for issuance with its transfer agent and registrar a sufficient number of shares of Berkshire Hills Bancorp Common Stock to provide for payment of the Merger aggregate Stock Consideration and (ii) deposit, or cause to be deposited, with the Exchange Agent, for the benefit of the holders of shares of Factory Point Bancorp Common Stock, for exchange in accordance with this Section 2.7, an amount of cash sufficient to pay the aggregate Cash Consideration and cash in lieu of fractional shares pursuant to Section 2.6, 2.5(b). (d) The Letter of Transmittal shall (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 shall (ii) be in such a form and have such contain any other provisions as Parent and/or the Exchange Agent Berkshire Hills Bancorp may reasonably specify), determine and (iiiii) include instructions for use in effecting the surrender of the Certificates in exchange for the applicable portion of the Merger Consideration. Upon the proper surrender of the Certificates for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by ParentAgent, together with such letter of transmittal, duly a properly completed and validly duly executed in accordance with the instructions thereto, and such other documents as may reasonably be required by Parent or the Exchange Agent (including any required Internal Revenue Service Form W-9 or Form W-8, or any Tax forms required under any other applicable law)Letter of Transmittal, the holders holder of such Certificates shall be entitled to receive in exchange therefor a check or wire transfer certificate representing that number of immediately available funds in the amount whole shares of U.S. dollars representing the applicable portion of the Merger Consideration Berkshire Hills Bancorp Common Stock that such holders have the right to receive pursuant to Section 2.6, and the Certificates so surrendered shall forthwith be cancelled. Until so surrendered, outstanding Certificates will be deemed from and after the Effective Time, for all corporate purposes, to evidence only the right to receive upon surrender thereof the applicable portion of the Merger Consideration that the holders thereof have the right to receive pursuant to Section 2.6. No interest will be paid or accrued on any cash payable to holders of Certificates pursuant to this Agreement. In the event of a transfer of ownership of Company Ordinary Share that is not registered in the transfer records of the Company, the applicable portion of the Merger Consideration that the holder thereof has the right to receive pursuant to Section 2.6 may 2.5, if any, and a check in the amount equal to the cash that such holder has the right to receive pursuant to Section 2.5, if any (including any cash in lieu of fractional shares, if any, that such holder has the right to receive pursuant to Section 2.5, and any dividends or other distributions to which such holder is entitled pursuant to Section 2.5). Certificates so surrendered shall forthwith be canceled. As soon as practicable following receipt of the properly completed Letter of Transmittal and any necessary accompanying documentation, the Exchange Agent shall distribute Berkshire Hills Bancorp Common Stock and cash as provided herein. The Exchange Agent shall not be entitled to vote or exercise any rights of ownership with respect to the shares of Berkshire Hills Bancorp Common Stock held by it from time to time hereunder, except that it shall receive and hold all dividends or other distributions paid or distributed with respect to such shares for the account of the persons entitled thereto. If there is a transfer of ownership of any shares of Factory Point Bancorp Common Stock not registered in the transfer records of Factory Point Bancorp, the Merger Consideration shall be issued to the transferee thereof if the Certificate Certificates representing such Company Ordinary Shares is Factory Point Bancorp Common Stock are presented to the Exchange Agent, accompanied by all documents required required, in the reasonable judgment of Berkshire Hills Bancorp and the Exchange Agent, to evidence and effect such transfer and by to evidence that any applicable stock transfer Taxes taxes have been paid. With . (e) No dividends or other distributions declared or made after the Effective Time with respect to Berkshire Hills Bancorp Common Stock issued pursuant to this Agreement shall be remitted to any Company Ordinary Shares held person entitled to receive shares of Berkshire Hills Bancorp Common Stock hereunder until such person surrenders his or her Certificates in uncertificated form accordance with this Section 2.7. Upon the surrender of such person’s Certificates, such person shall be entitled to receive any dividends or other distributions, without interest thereon, which subsequent to the Effective Time had become payable but not paid with respect to shares of Berkshire Hills Bancorp Common Stock represented by such person’s Certificates. (“Book-Entry Shares”)f) The stock transfer books of Factory Point Bancorp shall be closed immediately upon the Effective Time and from and after the Effective Time there shall be no transfers on the stock transfer records of Factory Point Bancorp of any shares of Factory Point Bancorp Common Stock. If, Parent after the Effective Time, Certificates are presented to Berkshire Hills Bancorp, they shall cause be canceled and exchanged for the Merger Consideration deliverable in respect thereof pursuant to this Agreement in accordance with the procedures set forth in this Section 2.7. (g) Any portion of the aggregate amount of cash to be paid pursuant to Section 2.5, any dividends or other distributions to be paid pursuant to this Section 2.7 or any proceeds from any investments thereof that remains unclaimed by the shareholders of Factory Point Bancorp for six months after the Effective Time shall be repaid by the Exchange Agent to mail Berkshire Hills Bancorp upon the written request of Berkshire Hills Bancorp. After such request is made, any shareholders of Factory Point Bancorp who have not theretofore complied with this Section 2.7 shall look only to Berkshire Hills Bancorp for the Merger Consideration deliverable in respect of each share of Factory Point Bancorp Common Stock such shareholder holds, as determined pursuant to Section 2.5 of this Agreement, without any interest thereon. If outstanding Certificates are not surrendered prior to the date on which such payments would otherwise escheat to or otherwise deliver become the property of any governmental unit or agency, the unclaimed items shall, to each the extent permitted by any abandoned property, escheat or other applicable laws, become the property of Berkshire Hills Bancorp (and, to the extent not in its possession, shall be paid over to it), free and clear of all claims or interest of any person previously entitled to such claims. Notwithstanding the foregoing, neither the Exchange Agent nor any party to this Agreement (or any affiliate thereof) shall be liable to any former holder of Book-Entry Shares Factory Point Bancorp Common Stock for any amount delivered to a public official pursuant to applicable abandoned property, escheat or similar laws. (xh) materials advising such holder Berkshire Hills Bancorp and the Exchange Agent shall be entitled to rely upon Factory Point Bancorp’s stock transfer books to establish the identity of the effectiveness of those persons entitled to receive the Merger Consideration, which books shall be conclusive with respect thereto. In the event of a dispute with respect to ownership of stock represented by any Certificate, Berkshire Hills Bancorp and the conversion of each of such holder’s Company Ordinary Shares into the Per Share Exchange Agent shall be entitled to deposit any Merger Consideration pursuant represented thereby in escrow with an independent third party and thereafter be relieved with respect to the terms of this Agreement any claims thereto. (i) If any Certificate shall have been lost, stolen or destroyed, upon the completion making of an affidavit of that fact by the Mergerperson claiming such Certificate to be lost, and (y) stolen or destroyed and, if required by the Exchange Agent or Berkshire Hills Bancorp, the posting by such person of a check, deposit or wire transfer of immediately available funds (bond in Parent’s and such amount as the Exchange Agent’s discretion) in the amount of the aggregate Per Share Merger Consideration payable to such holder Agent may direct as indemnity against any claim that may be made against it with respect to such holder’s Company Ordinary SharesCertificate, the Exchange Agent will issue in each case without any action by exchange for such holderslost, stolen or destroyed Certificate the Merger Consideration deliverable in respect thereof pursuant to Section 2.5.

Exchange Procedures. Promptly (a) As promptly as reasonably practicable following the date of this Agreement, SPAC shall appoint an exchange agent mutually agreed to by SPAC and the Company (the “Exchange Agent”) and enter into an exchange agent agreement with the Exchange Agent for the purpose of (i) exchanging SPAC Ordinary Shares on the transfer books of SPAC immediately prior to the SPAC Merger Effective Time for Irish Holdco Ordinary Shares pursuant to Section 2.01(e)(after giving effect to any required Tax withholding as provided under Section 2.06) and on the terms and subject to the other conditions set forth in this Agreement and (ii) exchanging SPAC Public Warrants and SPAC Founder Warrants on the transfer books of SPAC immediately prior to the SPAC Merger Effective Time for Irish Holdco Public Warrants and Irish Holdco Founder Warrants, as applicable, pursuant to Section 2.01(e) and on the terms and subject to the other conditions set forth in any this Agreement. Notwithstanding the foregoing or anything to the contrary herein, in the event not that Continental is unable or unwilling to serve as the Exchange Agent or SPAC and Irish Holdco determine otherwise, then SPAC and Irish Holdco shall, as promptly as reasonably practicable thereafter, but in no event later than the third Closing Date, mutually agree upon an exchange agent (3rd) Business Day thereafterin either case, such agreement not to be unreasonably withheld, conditioned or delayed), Parent SPAC shall instruct appoint and enter into an exchange agent agreement with such exchange agent, who shall for all purposes under this Agreement constitute the Exchange Agent. (b) At the SPAC Merger Effective Time, Irish Holdco shall deposit, or cause to be deposited, with the Exchange Agent (or otherwise delegate authority for the Exchange Agent to mail to each holder effect the issuance), for the benefit of record the holders of certificates or instruments evidencing SPAC Ordinary Shares, SPAC Public Warrants and SPAC Founder Warrants, and for exchange in accordance with this Section 2.04 through the Company Exchange Agent, (i) Irish Holdco Ordinary Shares in book-entry form representing the number of Irish Holdco Ordinary Shares issuable pursuant to Section 2.01(e) in exchange for the SPAC Ordinary Shares outstanding immediately prior to the SPAC Merger Effective Time, (ii) Irish Holdco Public Warrants in book-entry form representing the Irish Holdco Public Warrants issuable pursuant to Section 2.01(e) in exchange for the SPAC Public Warrants, and (iii) Irish Holdco Founder Warrants in book-entry form representing the Irish Holdco Founder Warrants issuable pursuant to Section 2.01(c) in exchange for the SPAC Founder Warrants in each case after giving effect to any required Tax withholding as provided under Section 2.06. All Irish Holdco Ordinary Shares, Irish Holdco Public Warrants and Irish Holdco Founder Warrants deposited with the Exchange Agent (or otherwise the subject to the delegate authority, as aforesaid) shall be collectively referred to in this Agreement as the “Exchange Fund”. (c) Any portion of the Exchange Fund that remains unclaimed by SPAC’s shareholders twelve (12) months following the Closing Date shall be surrendered to Irish Holdco or as otherwise instructed by Irish Holdco, and any SPAC Shareholder who has not exchanged his, her or its SPAC Ordinary Shares, SPAC Public Warrants or SPAC Founder Warrants, as applicable, for the Irish Holdco Ordinary Shares, Irish Holdco Public Warrants or Irish Holdco Founder Warrants, as applicable, in accordance with this Section 2.04 prior to that time shall thereafter look only to Irish Holdco for the issuance of the Irish Holdco Ordinary Shares, Irish Holdco Public Warrants or Irish Holdco Founder Warrants, as applicable, without any interest thereon. None of Irish Holdco, the Company, Seller, Merger Sub or any of their respective Affiliates shall be liable to any Person in respect of any consideration delivered to a public official pursuant to any applicable abandoned property, unclaimed property, escheat, or similar Law. Any Irish Holdco Ordinary Shares, Irish Holdco Public Warrants or Irish Holdco Founder Warrants remaining unclaimed by SPAC Shareholders immediately prior to such time when the amounts would otherwise escheat to or become property of any Governmental Authority shall become, to the extent permitted by applicable Law, the property of Irish Holdco free and clear of any claims or interest of any Person previously entitled thereto. (d) At the SPAC Merger Effective Time, the transfer books of SPAC shall be closed and there shall be no transfers of SPAC Ordinary Shares, SPAC Public Warrants or SPAC Founder Warrants that were outstanding immediately prior to the Effective Time (collectively, the “Certificates”) and which were converted into the right to receive the applicable portion of the SPAC Merger Consideration pursuant to Section 2.6, (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 shall be in such form and have such other provisions as Parent and/or the Exchange Agent may reasonably specify), and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the applicable portion of the Merger Consideration. Upon surrender of Certificates for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may reasonably be required by Parent or the Exchange Agent (including any required Internal Revenue Service Form W-9 or Form W-8, or any Tax forms required under any other applicable law), the holders of such Certificates shall be entitled to receive in exchange therefor a check or wire transfer of immediately available funds in the amount of U.S. dollars representing the applicable portion of the Merger Consideration that such holders have the right to receive pursuant to Section 2.6, and the Certificates so surrendered shall forthwith be cancelled. Until so surrendered, outstanding Certificates will be deemed from and after the Effective Time, for all corporate purposes, to evidence only the right to receive upon surrender thereof the applicable portion of the Merger Consideration that the holders thereof have the right to receive pursuant to Section 2.6. No interest will be paid or accrued on any cash payable to holders of Certificates pursuant to this Agreement. In the event of a transfer of ownership of Company Ordinary Share that is not registered in the transfer records of the Company, the applicable portion of the Merger Consideration that the holder thereof has the right to receive pursuant to Section 2.6 may be paid to a transferee if the Certificate representing such Company Ordinary Shares is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer Taxes have been paid. With respect to any Company Ordinary Shares held in uncertificated form (“Book-Entry Shares”), Parent shall cause the Exchange Agent to mail or otherwise deliver to each holder of Book-Entry Shares (x) materials advising such holder of the effectiveness of the Merger and the conversion of each of such holder’s Company Ordinary Shares into the Per Share Merger Consideration pursuant to the terms of this Agreement upon the completion of the Merger, and (y) a check, deposit or wire transfer of immediately available funds (in Parent’s and Exchange Agent’s discretion) in the amount of the aggregate Per Share Merger Consideration payable to such holder with respect to such holder’s Company Ordinary Shares, in each case without any action by such holders.

Exchange Procedures. Promptly following (a) At or prior to the Effective Time Time, Farmers shall deposit, or shall cause to be deposited, with Farmers National Bank of Canfield (and in any event not later than such capacity, the third (3rd) Business Day thereafter"Exchange Agent"), Parent for the benefit of the holders of certificates formerly representing shares of Security Common Stock ("Old Certificates"), for exchange in accordance with this Article III, certificates representing the shares of Farmers Common Stock ("New Certificates") and an estimated amount of cash (such cash and New Certificates, together with any dividends or distributions with a record date occurring on or after the Effective Date with respect thereto (without any interest on any such cash, dividends or distributions), being hereinafter referred to as the "Exchange Fund") to be paid pursuant to this Article III in exchange for outstanding shares of Security Common Stock. (b) As promptly as practicable after the Effective Date, Farmers shall instruct the Exchange Agent send or cause to mail be sent to each former holder of record of certificates or instruments evidencing the Company Ordinary Shares that were outstanding shares of Security Common Stock immediately prior to the Effective Time transmittal materials for use in exchanging such shareholder's Old Certificates for the consideration set forth in this Article III. The transmittal material shall include material for use in exchanging Old Certificates for New Certificates or book entry shares registered on Security's stock transfer record (collectivelyBook Entry Shares) for new stock certificates representing the number of shares of Farmers' stock to which such holders shall be entitled. Such materials shall also include enrollment materials in the Farmers dividend reinvestment plan and related instructions for enrollment therein. Farmers shall cause the New Certificates into which shares of a shareholder's Security Common Stock are converted on the Effective Date and/or any check in respect of any fractional share interests or dividends or distributions which such person shall be entitled to receive to be delivered to such shareholder upon delivery to the Exchange Agent of Old Certificates representing such shares of Security Common Stock (or security or an indemnity affidavit reasonably satisfactory to Farmers and the Exchange Agent, if any Old Certificates are lost, stolen or destroyed) owned by such shareholder. No interest will be paid on any such cash to be paid in lieu of fractional share interests or in respect of dividends or distributions which any such person shall be entitled to receive pursuant to this Article III upon such delivery. Farmers shall cause the exchange agent to promptly register the shares of Farmers common stock issuable to Security's holders of record in such manner, in the names and to the addresses that appear on Security stock records as of the Effective Time or in such other name to such other address as may be specified by the holder of record in transmittal documents received by the exchange agent; provided, however, that with respect to each Security stockholder, the “Certificates”exchange agent shall have received all of the Old Certificates held by that stockholder, or an affidavit of loss and indemnity bond for such certificate or such certificates, together with properly executed transmittal materials; and such certificates, transmittal materials, affidavits and bonds in a form and condition reasonably acceptable to Farmers and the exchange agent. (c) and which were Notwithstanding the foregoing, neither the Exchange Agent, if any, nor any party hereto shall be liable to any former holder of Security Common Stock for any amount properly delivered to a public official pursuant to applicable abandoned property, escheat or similar laws. (d) No dividends or other distributions with respect to Farmers Common Stock with a record date occurring on or after the Effective Date shall be paid to the holder of any unsurrendered Old Certificate representing shares of Security Common Stock converted in the Merger into the right to receive the applicable portion of the Merger Consideration pursuant to Section 2.6, (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 shall be in such form and have such other provisions as Parent and/or the Exchange Agent may reasonably specify), and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the applicable portion of the Merger Consideration. Upon surrender of Certificates for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may reasonably be required by Parent or the Exchange Agent (including any required Internal Revenue Service Form W-9 or Form W-8, or any Tax forms required under any other applicable law), the holders shares of such Certificates Farmers Common Stock until the holder thereof shall be entitled to receive New Certificates in exchange therefor a check or wire transfer of immediately available funds in accordance with the amount of U.S. dollars representing procedures set forth in this Section 3.04. After becoming so entitled in accordance with this Section 3.04, the applicable portion of the Merger Consideration that such holders have the right record holder thereof also shall be entitled to receive pursuant any such dividends or other distributions, without any interest thereon, which theretofore had become payable with respect to Section 2.6, and the Certificates so surrendered shall forthwith be cancelled. Until so surrendered, outstanding Certificates will be deemed from and after the Effective Time, for all corporate purposes, to evidence only shares of Farmers Common Stock such holder had the right to receive upon surrender thereof of the applicable Old Certificates. (e) Any portion of the Merger Consideration Exchange Fund that remains unclaimed by the holders thereof shareholders of Security for six months after the Effective Time shall be delivered to Farmers. Any shareholders of Security who have not theretofore complied with this Article III shall thereafter look only to Farmers for payment of the right to receive pursuant to Section 2.6. No interest will be paid or accrued shares of Farmers Common Stock, cash in lieu of any fractional shares and unpaid dividends and distributions on any cash payable to holders Farmers Common Stock deliverable in respect of Certificates each share of Security Common Stock such shareholder holds as determined pursuant to this Agreement. In the event of a transfer of ownership of Company Ordinary Share that is not registered , in each case, without any interest thereon. (f) Farmers may from time to time, in the transfer records case of one or more Persons, waive one or more of the Company, the applicable portion of the Merger Consideration that the holder thereof has the right rights provided to receive pursuant to Section 2.6 may be paid to a transferee if the Certificate representing such Company Ordinary Shares is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer Taxes have been paid. With respect to any Company Ordinary Shares held it in uncertificated form (“Book-Entry Shares”), Parent shall cause the Exchange Agent to mail or otherwise deliver to each holder of Book-Entry Shares (x) materials advising such holder of the effectiveness of the Merger and the conversion of each of such holder’s Company Ordinary Shares into the Per Share Merger Consideration pursuant to the terms this Article III of this Agreement upon to withhold certain payments, deliveries and distributions; and no such waiver shall constitute a waiver of its rights thereafter to withhold any such payment, delivery or distribution in the completion case of any Person. (g) Anything contained in this Agreement or elsewhere to the contrary notwithstanding, if any person shall perfect dissenters' rights in respect of one or more Dissenting Shares in accordance with Sec. 1701.85 of the Merger, and OGCL (ysometimes hereafter called the "Ohio Dissenter's Statute") a check, deposit or wire transfer of immediately available funds (in Parent’s and Exchange Agent’s discretion) in the amount Sec. 262 of the aggregate Per DGCL (sometimes hereafter called the "Delaware Dissenter's Statute"), then: (a) Each such Dissenting Share Merger Consideration payable shall nevertheless be deemed to be extinguished at the Effective Time as provided elsewhere in this Agreement; (b) Each person perfecting such holder dissenter's rights with respect to Security Common Stock shall thereafter have only such holder’s Company Ordinary Sharesrights (and shall have such obligations) as are provided in the Delaware Dissenter's Statute, and unless such rights and such obligations of such person are terminated in accordance with the provisions of the Delaware Dissenter's Statute Farmers shall not be required to deliver any Farmers Common Stock or cash payments to such person in substitution for each case without any action by such holdersDissenting Share in accordance with this Agreement. (c) Each person perfecting such dissenter's rights with respect to Farmers' Common Stock shall thereafter have only such rights (and shall have such obligations) as are provided in the Ohio Dissenter's Statute.

Exchange Procedures. Promptly As promptly as practicable following the Effective Time (and in any event not later than the third (3rd) fourth Business Day thereafter), Parent the Surviving Corporation shall instruct cause the Exchange Paying Agent to mail to each holder of record of certificates a Certificate or instruments evidencing the Company Ordinary Shares that were outstanding immediately prior to the Effective Time (collectively, the “Certificates”) and which were converted into the right to receive the applicable portion of the Merger Consideration pursuant to Section 2.6, Book-Entry Share (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 receipt of the Certificates to or Book-Entry Shares by the Exchange Paying Agent, and which shall be in such form and shall have such other provisions as Parent and/or the Exchange Agent may reasonably specify, and which shall be in form reasonably satisfactory to the Company and shall be submitted to the Company’s review at least five (5) days prior to the estimated date of the Effective Time), and (ii) instructions for use in effecting the surrender of the Certificates or Book-Entry Shares in exchange for the applicable portion payment of the Merger ConsiderationConsideration for the number of Company Ordinary Shares previously represented by such Certificate or Book-Entry Share and (iii) a declaration in which the beneficial owner of Company Ordinary Shares underlying a Certificate or Book-Entry Share provides certain information necessary for Parent to determine whether any amounts need to be withheld from the Merger Consideration payable to such beneficial owner pursuant to the terms of the Ordinance (in each case, subject to the terms of the Withholding Tax Ruling (as defined herein), if obtained). Upon surrender of Certificates a Certificate (or affidavit of loss in lieu thereof) or Book-Entry Share for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by ParentPaying Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, (and such other customary documents as may reasonably be required by Parent or the Exchange Agent (including any required Internal Revenue Service Form W-9 or Form W-8, or any Tax forms required under any other applicable lawPaying Agent), the holders holder of such Certificates Certificate or Book-Entry Share shall be entitled to receive promptly paid in exchange therefor a check or wire transfer of immediately available funds in the amount of U.S. dollars representing the applicable portion of the Merger Consideration that without interest and subject to any applicable withholding Tax, for each Company Ordinary Share formerly represented by such holders have the right to receive pursuant to Section 2.6Certificate or Book-Entry Share, and the Certificates Certificate or Book-Entry Share so surrendered shall forthwith be cancelled. If payment of the Merger Consideration is to be made to a Person other than the Person in whose name the surrendered Certificate or Book-Entry Share is registered or whose name appears on the records of a nominee company (Chevra Le’Rishumim) in accordance with such duly completed and validly executed letter of transmittal, it shall be a condition of payment that (x) the Certificate or Book-Entry Share so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer and reasonably satisfactory to Parent and (y) the Person requesting such payment shall have paid any transfer and other taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of such Certificate or Book-Entry Share surrendered or shall have established, to the reasonable satisfaction of the Surviving Corporation, that such tax either has been paid or is not applicable. Until so surrenderedsurrendered as contemplated by this Section 2.02, outstanding Certificates will each Certificate or Book-Entry Share shall be deemed from and at any time after the Effective Time, for all corporate purposes, Time to evidence represent only the right to receive upon surrender thereof the applicable portion of the Merger Consideration that the holders thereof have the right Consideration, as contemplated by this Article II, without interest and subject to receive pursuant to Section 2.6. No interest will be paid or accrued on any cash payable to holders of Certificates pursuant to this Agreement. In the event of a transfer of ownership of Company Ordinary Share that is not registered in the transfer records of the Company, the applicable portion of the Merger Consideration that the holder thereof has the right to receive pursuant to Section 2.6 may be paid to a transferee if the Certificate representing such Company Ordinary Shares is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer Taxes have been paid. With respect to any Company Ordinary Shares held in uncertificated form (“Book-Entry Shares”), Parent shall cause the Exchange Agent to mail or otherwise deliver to each holder of Book-Entry Shares (x) materials advising such holder of the effectiveness of the Merger and the conversion of each of such holder’s Company Ordinary Shares into the Per Share Merger Consideration pursuant to the terms of this Agreement upon the completion of the Merger, and (y) a check, deposit or wire transfer of immediately available funds (in Parent’s and Exchange Agent’s discretion) in the amount of the aggregate Per Share Merger Consideration payable to such holder with respect to such holder’s Company Ordinary Shares, in each case without any action by such holderswithholding Tax.

Exchange Procedures. Promptly following Within five (5) Business Days of the Effective Time (and in any event not later than the third (3rd) Business Day thereafter)Time, Parent shall instruct cause the Exchange Agent to mail to each holder of record (as of certificates the Effective Time) of a certificate or instruments evidencing certificates, if issued by the Company Ordinary Shares that were outstanding prior to the Closing (the “Certificates”), which immediately prior to the Effective Time (collectively, represented the “Certificates”) and which were converted into the right to receive the applicable portion outstanding shares of the Merger Consideration pursuant to Section 2.6Series C-2 Convertible Preferred Stock or Series D-2 Convertible Preferred Stock, (i) a letter of transmittal in the form attached hereto as Exhibit B (which shall specify that delivery shall be effected, and risk the “Letter of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent, and shall be in such form and have such other provisions as Parent and/or the Exchange Agent may reasonably specify), Transmittal”) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the applicable portion of the Merger ConsiderationConsideration payable upon surrender of said Certificates. Upon surrender of Certificates for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent, together with such letter Letter of transmittalTransmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may reasonably be required by Parent or the Exchange Agent thereto (including any required Internal Revenue Service Form W-9 or Form W-8, or any Tax forms required under any other applicable lawx), the holders of such Certificates formerly representing the Series C-2 Convertible Preferred Stock or Series D-2 Convertible Preferred Stock shall be entitled to receive in exchange therefor a check or wire transfer of immediately available funds in the amount of U.S. dollars representing the applicable (A) that portion of the Merger Consideration that to which such holders have the holder is entitled pursuant to Section 1.6(a) hereof and (B) their right to receive pursuant to Section 2.6payments from the Escrow Fund and the Stockholder Representative Fund, if any, upon the termination of the Escrow Fund and the Stockholder Representative Fund, in each case in accordance with Article VII hereof and, in the case of the Escrow Fund, the Escrow Agreement, and the Certificates Certificate so surrendered shall forthwith be cancelledcanceled and (y) Parent shall use its commercially reasonable efforts to have the Exchange Agent distribute, no later than five Business Days following the receipt of such Certificates and duly completed and validly executed Letter of Transmittal, the amount of Merger Consideration to which such holder is entitled pursuant to clause (x)(A) above. Until so surrendered, each Company Stock Certificate outstanding Certificates will be deemed from and after the Effective TimeTime will be deemed, for all corporate purposespurposes thereafter, to evidence only the right to receive upon surrender thereof the applicable portion of the Merger Consideration that the holders thereof in exchange for shares of Company Capital Stock (without interest) into which such shares of Company Capital Stock shall have the right to receive pursuant to Section 2.6been so converted. No interest will be paid or accrued on any cash payable to holders of Certificates pursuant to this Agreement. In the event of a transfer of ownership of Company Ordinary Share that is not registered in the transfer records of the Company, the applicable portion of the Merger Consideration that the holder thereof has the right to receive pursuant to Section 2.6 may will be paid to a transferee if the Certificate representing such Company Ordinary Shares is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer Taxes have been paid. With respect to any Company Ordinary Shares held in uncertificated form (“Book-Entry Shares”), Parent shall cause the Exchange Agent to mail or otherwise deliver to each holder of Book-Entry Shares (x) materials advising such holder of the effectiveness of the Merger and the conversion of each of such holder’s any unsurrendered Company Ordinary Shares into the Per Share Merger Consideration pursuant to the terms of this Agreement upon the completion of the Merger, and (y) a check, deposit or wire transfer of immediately available funds (in Parent’s and Exchange Agent’s discretion) in the amount of the aggregate Per Share Merger Consideration payable to such holder Stock Certificate with respect to shares of Company Capital Stock formerly represented thereby until the holder of record of such holder’s Company Ordinary Shares, Stock Certificate shall surrender such Company Stock Certificate and the executed exchange documents required by Parent in each case without any action by such holdersaccordance with this Section 1.7(c).

Exchange Procedures. Promptly following As soon as reasonably practicable after the Effective Time (and in any event not later than the third (3rd) Business Day thereafter)Time, Parent shall will instruct the Exchange Agent to mail to each holder of record of a certificate or certificates or instruments evidencing the Company Ordinary Shares that were outstanding which immediately prior to the Effective Time represented outstanding Shares of Company Stock (collectivelyeach, the “Certificates”) and which were converted into the right to receive the applicable portion of the Merger Consideration pursuant to Section 2.6, a "Certificate") (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, Agent and shall be in such form and have such other provisions as Parent and/or the Exchange Agent may reasonably specify), and (ii) instructions for use in effecting to effect the surrender of the Certificates in exchange for the applicable portion of the Applicable Merger ConsiderationPrice (as defined below). Upon surrender of Certificates a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions theretoexecuted, and such other customary documents as may reasonably be required by Parent or the Exchange Agent (including any required Internal Revenue Service Form W-9 or Form W-8, or any Tax forms required under any other applicable law)pursuant to such instructions, the holders holder of such Certificates Certificate shall be entitled to receive in exchange therefor a check or wire transfer of immediately available funds (A) in the case of holders of Company Common Stock, $6.00 per share of such Company Common Stock in cash (the "Common Stock Merger Price"), (B) in the case of holders of Company Series B Preferred Stock, $10.00 per share of such Company Series B Preferred Stock in cash (the "Series B Merger Price") plus dividends thereon accrued and unpaid through the Effective Time and (C) in the case of holders of Company Series C Preferred Stock, $944.8624 per share of such Company Series C Preferred Stock in cash (which amount of U.S. dollars representing will include any accrued but unpaid dividends thereon through the Effective Time) (the "Series C Merger Price"), the merger price applicable portion of to any given Share being referred to herein as (the "Applicable Merger Consideration that such holders have the right to receive pursuant to Section 2.6Price"), and the Certificates Certificate so surrendered shall forthwith be cancelled. Until so surrendered, outstanding Certificates will be deemed from and after the Effective Time, for all corporate purposes, to evidence only the right to receive upon surrender thereof the applicable portion of the Merger Consideration that the holders thereof have the right to receive pursuant to Section 2.6. No interest will be paid or accrued on any cash payable to holders of Certificates pursuant to this Agreementcanceled. In the event of a transfer of ownership of shares of Company Ordinary Share that Stock which is not registered in the transfer records of the CompanyCompany as of the Effective Time, the applicable portion of the Applicable Merger Consideration that the holder thereof has the right to receive pursuant to Section 2.6 Price may be paid in accordance with this Article I to a transferee if the Certificate representing evidencing such Company Ordinary Shares is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer pursuant to this Section 1.7(b) and by evidence that any applicable stock transfer Taxes taxes have been paid. With respect Anything herein to the contrary notwithstanding, no interest or dividends shall accrue or be payable or paid on any portion of the Applicable Merger Price payable to any holder of Company Ordinary Shares held in uncertificated form (“Book-Entry Shares”)Stock or Company Option Securities hereunder. At and after the Effective Time, Parent shall cause the Exchange Agent to mail or otherwise deliver to each holder of Book-Entry a Certificate to be canceled pursuant to Section 1.7(b) or Dissenting Shares (xas defined below) materials advising such shall cease to have any rights as a stockholder of the Company, except for the right to surrender Certificates in the manner prescribed by Section 1.7(b) in exchange for payment of the Applicable Merger Price or, in the case of a holder of Dissenting Shares, the effectiveness right to perfect the right to receive payment for Dissenting Shares pursuant to Section 262 of the Merger and DGCL. No transfer of Company Stock shall be made on the conversion of each of such holder’s Company Ordinary Shares into the Per Share Merger Consideration pursuant to the terms of this Agreement upon the completion stock transfer books of the Merger, and (y) a check, deposit Surviving Corporation at or wire transfer of immediately available funds (in Parent’s and Exchange Agent’s discretion) in after the amount of the aggregate Per Share Merger Consideration payable to such holder with respect to such holder’s Company Ordinary Shares, in each case without any action by such holdersEffective Time.

Exchange Procedures. Promptly following From and after the Effective Time (and in any event not later than the third (3rd) Business Day thereafter)Time, ------------------- Boston EquiServe or another bank or trust company to be designated by Parent shall instruct act as exchange agent (the "Exchange Agent to mail to each holder Agent") in effecting the exchange of record of -------------- the applicable Parent Shares for certificates or instruments evidencing the Company Ordinary Shares that were outstanding which immediately prior to the Effective Time represented outstanding shares of Company Stock (collectively, the “"Company Share ------------- Certificates”") and which were converted into the right to receive the applicable portion of the Merger Consideration ------------ Parent Shares pursuant to Section 2.62.01. As promptly as practicable after the Effective Time, (i) Parent and the Exchange Agent shall mail to each record holder of Company Share Certificates a letter of transmittal (which the "Letter of --------- Transmittal") in a form approved by Parent and the Company and instructions for ----------- use in surrendering such Company Share Certificates and receiving Parent Shares pursuant to Section 2.01 therefor. Promptly after the Effective Time, but in no event later than 20 business days following the Effective Time, Parent shall specify that delivery shall cause to be effected, deposited in trust with the Exchange Agent the Parent Shares (and risk cash in lieu of loss fractional shares pursuant to Section 2.03(e)) and title to the Certificates shall pass, only upon proper delivery aggregate Pro Rata Cash Distribution. Upon the surrender of the Certificates each Company Share Certificate for cancellation to the Exchange Agent, and shall be in such form and have such other provisions as Parent and/or the Exchange Agent may reasonably specify), and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the applicable portion of the Merger Consideration. Upon surrender of Certificates for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent, together with such letter a properly completed Letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, Transmittal and such other documents as may reasonably be required by Parent or Parent: (i) the Exchange Agent (including any required Internal Revenue Service Form W-9 or Form W-8, or any Tax forms required under any other applicable law), the holders holder of such Certificates Company Share Certificate shall be entitled to receive in exchange therefor a check or wire transfer of immediately available funds in the amount of U.S. dollars representing the applicable portion Parent Shares (and cash in lieu of the Merger Consideration that such holders have the right to receive fractional shares pursuant to Section 2.6, 2.03(e)) and the Certificates payment of the Pro Rata Cash Distribution and, upon any payment of Contingent Deferred Merger Consideration, such holder's Pro Rata Contingent Distribution; and (ii) the Company Share Certificate so surrendered shall forthwith be cancelled. Until so surrendered, outstanding Certificates will be deemed from and after the Effective Time, for all corporate purposes, to evidence only the right to receive upon surrender thereof the applicable portion of the Merger Consideration that the holders thereof have the right to receive pursuant to Section 2.6. No interest will be paid or accrued on any cash payable to holders of Certificates pursuant to this Agreement. In the event of a transfer of ownership of shares of Company Ordinary Share Stock that is not registered in the transfer records of the Company, the applicable portion of the Merger Consideration that the holder thereof has the right to receive pursuant to Section 2.6 Parent Shares, Pro Rata Cash Distribution and Pro Rata Contingent Distribution may be paid issued to a transferee person other than the person in whose name the Company Share Certificate so surrendered is registered if the Company Share Certificate representing such shares of Company Ordinary Shares Stock is presented to the Exchange AgentParent, accompanied by all documents required to evidence and effect such transfer and by evidence that (i) the shares are transferable and (ii) any applicable stock transfer Taxes taxes have been paid. With Until surrendered as contemplated by this Article II, each Company Share Certificate shall, subject to appraisal rights under Utah Law and Section 2.06, be deemed at any time after the Effective Time to represent only the right to receive upon surrender the applicable Parent Shares and Pro Rata Cash Distribution with respect to the shares of Company Stock formerly represented thereby to which such holder is entitled pursuant to Section 2.01, cash in lieu of any Company Ordinary Shares held in uncertificated form (“Book-Entry Shares”fractional shares pursuant to Section 2.03(e), Parent shall cause the Exchange Agent to mail or otherwise deliver to each holder of Book-Entry Shares (x) materials advising such holder of the effectiveness of the Merger and the conversion of each of such holder’s Company Ordinary Shares into the Per Share Merger Consideration pursuant to the terms of this Agreement upon the completion of the Merger, and (y) a check, deposit or wire transfer of immediately available funds (in Parent’s and Exchange Agent’s discretion) in the amount of the aggregate Per Share Merger Consideration any Pro Rata Contingent Distribution payable to such holder with respect pursuant to such holder’s Company Ordinary Shares, in each case without any action by such holdersSection 2.02.

Exchange Procedures. Promptly following As soon as practicable after the Effective Time (and in any event not later than Time, the third (3rd) Business Day thereafter), Parent Surviving Corporation shall instruct the Exchange Agent cause to mail be mailed to each holder of record of a certificate or certificates or instruments evidencing (the Company Ordinary Shares that were outstanding "Certificates") which immediately prior to the Effective Time (collectively, the “Certificates”) represented outstanding shares of Company Capital Stock and which shares were converted into the right to receive the applicable portion shares of the Merger Consideration Parent Common Stock pursuant to Section 2.61.6, (i) a letter of transmittal in customary form (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, Agent and shall be in such form and have such other provisions as Parent and/or the Exchange Agent may reasonably specify), ) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the applicable portion certificates representing shares of the Merger ConsiderationParent Common Stock and cash in lieu of fractional shares. Upon surrender of Certificates a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may reasonably be required by Parent or the Exchange Agent (including any required Internal Revenue Service Form W-9 or Form W-8, or any Tax forms required under any other applicable law), the holders holder of such Certificates Certificate shall be entitled to receive in exchange therefor a check or wire transfer certificate representing the number of immediately available funds whole shares of Parent Common Stock (less the number of shares of Parent Common Stock to be deposited in the amount of U.S. dollars representing the applicable portion of the Merger Consideration that Escrow Fund on such holders have the right holder's behalf pursuant to receive Article 7 hereof), to which such holder is entitled pursuant to Section 2.61.6 and cash in lieu of fractional shares, and the Certificates Certificate so surrendered shall forthwith be cancelledcanceled. As soon as practicable after the Effective Time, and subject to and in accordance with the provisions of Article 7 hereof, Parent shall cause to be distributed to the Escrow Agent a certificate or certificates (in such denominations as may be requested by the Escrow Agent) representing that number of shares of Parent Common Stock equal to the Escrow Amount, which certificate shall be registered in the name of the Escrow Agent. Such shares shall be beneficially owned by the holders on whose behalf such shares were deposited in the Escrow Fund and shall be available to compensate Parent as provided in Article 7. Until so surrendered, each outstanding Certificates Certificate that, prior to the Effective Time, represented shares of Company Capital Stock will be deemed from and after the Effective Time, for all corporate purposes, other than the payment of dividends, to evidence only the right to receive upon surrender thereof the applicable portion ownership of the Merger Consideration that the holders thereof have the right to receive pursuant to Section 2.6. No interest will be paid or accrued on any cash payable to holders number of Certificates pursuant to this Agreement. In the event full shares of a transfer of ownership Parent Common Stock into which such shares of Company Ordinary Share that is not registered in the transfer records of the Company, the applicable portion of the Merger Consideration that the holder thereof has the right to receive pursuant to Section 2.6 may be paid to a transferee if the Certificate representing such Company Ordinary Shares is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer Taxes Capital Stock shall have been paid. With respect to any Company Ordinary Shares held so converted and cash in uncertificated form (“Book-Entry Shares”), Parent shall cause the Exchange Agent to mail or otherwise deliver to each holder lieu of Book-Entry Shares (x) materials advising such holder of the effectiveness of the Merger and the conversion of each of such holder’s Company Ordinary Shares into the Per Share Merger Consideration pursuant to the terms of this Agreement upon the completion of the Merger, and (y) a check, deposit or wire transfer of immediately available funds (in Parent’s and Exchange Agent’s discretion) in the amount of the aggregate Per Share Merger Consideration payable to such holder with respect to such holder’s Company Ordinary Shares, in each case without any action by such holdersfractional shares.

Exchange Procedures. (a) Prior to the Closing, Acquiror shall appoint an exchange agent (the “Exchange Agent”) to act as the agent for the purpose of paying to the holders of Company Common Stock that portion of the Aggregate Merger Consideration payable in respect of shares of Company Common Stock in accordance with Section 3.1(a). At or before the Effective Time, Acquiror shall deposit with the Exchange Agent the number of shares of Domesticated Acquiror Common Stock equal to the portion of the Aggregate Merger Consideration to be paid in respect of shares of Company Common Stock in accordance with Section 3.1(a). (b) Reasonably promptly after the Effective Time, Acquiror shall send or shall cause the Exchange Agent to send, to each record holder of shares of Company Common Stock as of immediately prior to the Effective Time, whose Company Common Stock was converted pursuant to Section 3.1(a) into the right to receive a portion of the Aggregate Merger Consideration, a letter of transmittal and instructions (which shall specify that the delivery shall be effected, and the risk of loss and title shall pass, only upon proper transfer of each share of Company Common Stock to the Exchange Agent, and which letter of transmittal will be in customary form and have such other provisions as Acquiror may reasonably specify) for use in such exchange (each, a “Letter of Transmittal”). (c) Each holder of shares of Company Common Stock that have been converted into the right to receive a portion of the Aggregate Merger Consideration, pursuant to Section 3.1(a), shall be entitled to receive such portion of the Aggregate Merger Consideration, upon 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), together with a duly completed and validly executed Letter of Transmittal and such other documents as may reasonably be requested by the Exchange Agent. No interest shall be paid or accrued upon the transfer of any share of Company Common Stock. (d) Notwithstanding anything to the contrary set forth herein, the issuance of any portion of the Aggregate Merger Consideration to a Requisite Company Stockholder pursuant to Section 3.1(a) shall be expressly conditioned upon such Requisite Company Stockholder’s delivery of an Accredited Investor Questionnaire completed in a manner reasonably satisfactory to Acquiror. (e) Notwithstanding anything to the contrary set forth herein, each certificate or book entry representing any share of Domesticated Acquiror Common Stock that is issued pursuant to Section 3.1(a) to a Requisite Company Stockholder shall contain a restrictive legend stating that such share may not be resold, transferred, pledged or otherwise disposed of by the holder thereof absent an effective registration statement under the Securities Act with respect to such share or an opinion of counsel satisfactory to the Company that such registration statement is not required and an applicable exemption from the registration requirements of the Securities Act is available. (f) Promptly following the date that is one (1) year after the Effective Time (and in any event not later than the third (3rd) Business Day thereafter)Time, Parent shall Acquiror may instruct the Exchange Agent to mail deliver to each Acquiror all documents in its possession relating to the transactions contemplated hereby, at which point the Exchange Agent’s duties shall terminate. Thereafter, any portion of the Aggregate Merger Consideration to be paid in respect of shares of Company Common Stock in accordance with Section 3.1(a) that remains unclaimed shall be returned to Acquiror, and any Person that was a holder of record shares of certificates Company Common Stock as of immediately prior to the Effective Time that has not exchanged such shares of Company Common Stock for an applicable portion of the Aggregate Merger Consideration in accordance with this Section 3.2 prior to such instruction, may transfer such shares of Company Common Stock to Acquiror and (subject to applicable abandoned property, escheat and similar Laws) receive in consideration therefor, and Acquiror shall promptly deliver, such applicable portion of the Aggregate Merger Consideration without any interest thereon. None of Acquiror, Merger Sub, the Company, the Surviving Corporation or instruments evidencing the Exchange Agent shall be liable to any Person in respect of any portion of the Aggregate Merger Consideration delivered to a public official pursuant to and in accordance with any applicable abandoned property, escheat or similar Laws. If any such shares shall not have not been transferred immediately prior to such date on which any amounts payable pursuant to this Article III would otherwise escheat to or become the property of any Governmental Authority, any such shares shall, to the extent permitted by applicable Law, become the property of the Surviving Corporation, free and clear of all claims or interest of any Person previously entitled thereto. (g) From and after the Closing, there shall be no transfers on the stock transfer books of the Company Ordinary Shares of the shares of Company Capital Stock that were outstanding immediately prior to the Effective Time (collectively, the “Certificates”) and which were converted into the right to receive the applicable portion of the Merger Consideration pursuant to Section 2.6, (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 shall be in such form and have such other provisions as Parent and/or the Exchange Agent may reasonably specify), and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the applicable portion of the Merger Consideration. Upon surrender of Certificates for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may reasonably be required by Parent or the Exchange Agent (including any required Internal Revenue Service Form W-9 or Form W-8, or any Tax forms required under any other applicable law), the holders of such Certificates shall be entitled to receive in exchange therefor a check or wire transfer of immediately available funds in the amount of U.S. dollars representing the applicable portion of the Merger Consideration that such holders have the right to receive pursuant to Section 2.6, and the Certificates so surrendered shall forthwith be cancelled. Until so surrendered, outstanding Certificates will be deemed from and after the Effective Time, for all corporate purposes, to evidence only the right to receive upon surrender thereof the applicable portion of the Merger Consideration that the holders thereof have the right to receive pursuant to Section 2.6. No interest will be paid or accrued on any cash payable to holders of Certificates pursuant to this Agreement. In the event of a transfer of ownership of Company Ordinary Share that is not registered in the transfer records of the Company, the applicable portion of the Merger Consideration that the holder thereof has the right to receive pursuant to Section 2.6 may be paid to a transferee if the Certificate representing such Company Ordinary Shares is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer Taxes have been paid. With respect to any Company Ordinary Shares held in uncertificated form (“Book-Entry Shares”), Parent shall cause the Exchange Agent to mail or otherwise deliver to each holder of Book-Entry Shares (x) materials advising such holder of the effectiveness of the Merger and the conversion of each of such holder’s Company Ordinary Shares into the Per Share Merger Consideration pursuant to the terms of this Agreement upon the completion of the Merger, and (y) a check, deposit or wire transfer of immediately available funds (in Parent’s and Exchange Agent’s discretion) in the amount of the aggregate Per Share Merger Consideration payable to such holder with respect to such holder’s Company Ordinary Shares, in each case without any action by such holders.

Exchange Procedures. Promptly following (i) As soon as reasonably practicable after the Effective Time (and in any event not later than the third (3rd) Business Day thereafter)Closing Date, Parent shall instruct the Exchange Agent to shall mail to each every holder of record of certificates or instruments evidencing the Company Ordinary Shares Capital Stock that were was issued and outstanding immediately prior to the Effective Time and that has not previously delivered its Certificates (collectively, as defined below) together with a properly completed and duly executed letter of transmittal in customary form (the “CertificatesLetter of Transmittal”) and every Company Optionholder and Company Warrantholder: (A) a form of Letter of Transmittal and (B) instructions for use of the Letter of Transmittal in effecting the surrender of certificates, warrants, option agreements or other instruments which immediately prior to the Effective Time represented issued and outstanding Company Capital Stock, Company Options or Company Warrants that were converted into the right to receive the applicable portion cash and/or shares of the Merger Consideration Acquirer Common Stock (and cash in lieu of fractional shares) pursuant to Section 2.6, 1.8(a) (ithe “Certificates”) a letter in exchange for certificates. The Letter of transmittal (which Transmittal shall specify that delivery of Certificates shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to receipt thereof by the Exchange Agent, together with a properly completed and duly executed Letter of Transmittal, duly executed on behalf of each Person effecting the surrender of such Certificates, and shall be in such form and have such other provisions as Parent and/or Acquirer or the Exchange Agent may reasonably specify), including that the Effective Time Holders agree to be bound by the provisions of Section 1.9 and Article 8 of this Agreement and agree to release the Company and the Final Surviving LLC from any claims, rights, liabilities and causes of action whatsoever based upon, relating to or arising out of the Certificates. (ii) instructions for use in effecting As soon as reasonably practicable after the surrender date of the Certificates in exchange for the applicable portion of the Merger Consideration. Upon surrender of Certificates for cancellation delivery to the Exchange Agent or to such other agent or agents as may be appointed by Parentof a Certificate, together with such letter of transmittal, duly a properly completed and validly duly executed in accordance with the instructions thereto, Letter of Transmittal and such other documents as may reasonably be required by Parent or the Exchange Agent (including any required Internal Revenue Service Form W-9 or Form W-8, or any Tax forms required under any other applicable law)documentation required thereby, (A) the holders holder of record of such Certificates Certificate shall be entitled to receive in exchange therefor a check or wire transfer of immediately available funds in the amount of U.S. dollars representing the applicable portion of the Merger Consideration cash amount that such holders have the right to receive pursuant to Section 2.6, and the Certificates so surrendered shall forthwith be cancelled. Until so surrendered, outstanding Certificates will be deemed from and after the Effective Time, for all corporate purposes, to evidence only the right to receive upon surrender thereof the applicable portion of the Merger Consideration that the holders thereof have the right to receive pursuant to Section 2.6. No interest will be paid or accrued on any cash payable to holders of Certificates pursuant to this Agreement. In the event of a transfer of ownership of Company Ordinary Share that is not registered in the transfer records of the Company, the applicable portion of the Merger Consideration that the holder thereof has the right to receive pursuant to Section 2.6 may be paid to a transferee if 1.8(a) in respect of such Certificate (which for the Certificate representing such Company Ordinary Shares is presented avoidance of doubt excludes the Escrow Cash) and, solely with respect to the Exchange AgentCommon Qualified Stockholders, accompanied by all documents required a certificate representing the number of whole shares of Acquirer Common Stock that such holder has the right to evidence and effect receive pursuant to Section 1.8(a)(ii)(B) in respect of such transfer and by evidence Certificate (along with any payment in lieu of fractional shares that any applicable stock transfer Taxes have been paid. With such holder has the right to receive pursuant to Section 1.8(f) in respect to any Company Ordinary Shares held in uncertificated form (“Book-Entry Shares”such Certificate), Parent shall cause the Exchange Agent to mail or otherwise deliver to each holder and shares of Book-Entry Shares (x) materials advising Acquirer Common Stock that such holder of has the effectiveness of the Merger right to receive pursuant to Sections 1.8(a)(ii)(D) and the conversion of each of 1.8(a)(ii)(F) will be deposited into escrow on such holder’s Company Ordinary Shares into the Per Share Merger Consideration behalf pursuant to the terms of this Agreement upon the completion of the Merger, Section 1.9(c)(iii) and Article 8 and (yB) a check, deposit or wire transfer of immediately available funds (in Parent’s and Exchange Agent’s discretion) in the amount of the aggregate Per Share Merger Consideration payable to such holder with respect to such holder’s Company Ordinary Shares, in each case without any action by such holdersCertificate shall be canceled.