Common use of Exchange Procedures Clause in Contracts

Exchange Procedures. As soon as reasonably practicable after the Effective Time, Parent will instruct the Exchange Agent to mail to each holder of record of Certificates (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 may reasonably specify), and (ii) instructions to effect the surrender of the Certificates in exchange for the certificates evidencing Parent Shares. Upon surrender of a Certificate for cancellation to the Exchange Agent together with such letter of transmittal, duly executed, and such other customary documents as may be required pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor (A) certificates evidencing that number of whole Parent Shares which such holder has the right to receive in accordance with the Exchange Ratio in respect of the Shares formerly evidenced by such Certificate, (B) any dividends or other distributions to which such holder is entitled pursuant to Section 1.7(c), and (C) cash in respect of fractional shares as provided in Section 1.6(f) (the Parent Shares, dividends, distributions and cash being, collectively, the "Merger Consideration"), and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Shares which is not registered in the transfer records of the Company as of the Effective Time, Parent Shares, dividends and distributions may be issued and paid in accordance with this Article I to a transferee if the Certificate evidencing such 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 have been paid. Until so surrendered, each outstanding Certificate that, prior to the Effective Time, represented Shares will be deemed from and after the Effective Time, for all corporate purposes, other than the payment of dividends and subject to Section 1.6(f), to evidence the ownership of the number of full Parent Shares into which such Shares shall have been so converted.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, Parent will instruct the Exchange Agent to mail to each holder of record of Certificates a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (the "Certificates") that were converted pursuant to Section 2.1(a) into the right to receive shares of Parent Common Stock (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 may reasonably specifyspecify that are not inconsistent with the terms of this Agreement), and (ii) instructions to effect for use in effecting the surrender of the Certificates in exchange for the certificates evidencing Parent SharesMerger Consideration. Upon surrender of a Certificate for cancellation to the Exchange Agent together with such letter of transmittal, duly executed, and such other customary documents as may be required pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor (A) certificates evidencing that number of whole shares of Parent Shares Common Stock which such holder has the right to receive in accordance with the Exchange Ratio Section 2.1(a) in respect of the Shares shares of Company Common Stock formerly evidenced by such Certificate, (B) any dividends or other distributions to which such holder is entitled pursuant to Section 1.7(c2.2(c), and (C) any cash in respect lieu of any fractional shares as provided in of Parent Common Stock to which such holder is entitled pursuant to Section 1.6(f) (the Parent Shares2.2(d), dividends, distributions and cash being, collectively, the "Merger Consideration")after giving effect to any tax withholdings, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Shares shares of Company Common Stock which is not registered in the transfer records of the Company as of the Effective Time, a certificate representing the proper number of shares of Parent Shares, dividends and distributions Common Stock may be issued and paid in accordance with this Article I to a transferee if the Certificate evidencing such Shares Company Common Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer pursuant to this Section 1.7(b2.2(b) and by evidence that any applicable stock transfer taxes have been paid. Until so surrendered, each outstanding Certificate that, prior to the Effective Time, represented Shares shares of Company Common Stock will be deemed from and after the Effective Time, for all corporate purposes, to represent only the right to receive upon surrender a certificate representing shares of Parent Common Stock, any dividends or other than the payment of dividends and subject distributions payable pursuant to Section 1.6(f2.2(c) and any cash in lieu of any fractional shares of Parent Common Stock payable pursuant to Section 2.2(d), to evidence the ownership of the number of full Parent Shares into which such Shares shall have been so converted.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, Parent will instruct the Exchange Agent to shall mail to each holder of record of Certificates a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (the "Certificates") whose shares were converted pursuant to Section 2.01 into the right to receive shares of Parent Common Stock (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 may reasonably specify), ) and (ii) instructions to effect for effecting the surrender of the Certificates in exchange for the certificates evidencing representing shares of Parent SharesCommon Stock (plus cash in lieu of fractional shares, if any, of Parent Common Stock and any dividends or distributions as provided below). Upon surrender of 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 executed, and such other customary documents as may reasonably be required pursuant to such instructionsby the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor (A) certificates evidencing a certificate representing that number of whole shares of Parent Shares Common Stock which such holder has the right to receive pursuant to the provisions of this Article II plus cash in accordance with the Exchange Ratio in respect lieu of the Shares formerly evidenced by such Certificate, (Bfractional shares pursuant to Section 2.02(e) and any dividends or other distributions to which such holder is entitled pursuant to Section 1.7(c), and (C) cash in respect of fractional shares as provided in Section 1.6(f) (the Parent Shares, dividends, distributions and cash being, collectively, the "Merger Consideration"2.02(c), and the Certificate so surrendered shall forthwith immediately be canceledcancelled. In the event of a transfer of ownership of Shares Company Common Stock which is not registered in the transfer records of the Company as Company, a certificate representing the proper number of the Effective Time, shares of Parent Shares, Common Stock plus cash in lieu of fractional shares pursuant to Section 2.02(e) and any dividends and or distributions pursuant to Section 2.02(c) may be issued and or paid in accordance with this Article I to a transferee person other than the person in whose name the Certificate so surrendered is registered, if the Certificate evidencing representing such Shares Company Common Stock 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 have been paid. Until so surrenderedsurrendered as contemplated by this Section 2.02, each outstanding Certificate that, prior to the Effective Time, represented Shares will shall be deemed from and at any time after the Effective Time, for all corporate purposes, other than Time to represent only the payment right to receive upon such surrender the certificate representing shares of dividends and subject Parent Common Stock plus cash in lieu of fractional shares pursuant to Section 1.6(f), 2.02(e) and any dividends or distributions pursuant to evidence the ownership of the number of full Parent Shares into which such Shares shall have been so convertedSection 2.02(c) as contemplated by this Section 2.02.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, Parent will instruct the Exchange Agent to mail to each holder of record of Certificates (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 may reasonably specify), and (ii) instructions to effect the surrender of the Certificates in exchange for the certificates evidencing Parent Shares. Upon surrender of a Certificate for cancellation to the Exchange Agent together with such letter of transmittal, duly executed, and such other customary documents as may be required pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor (A) certificates evidencing that number of whole Parent Shares which such holder has the right to receive in accordance with the Exchange Ratio in respect of the Shares formerly evidenced by such Certificate, (B) any dividends or other distributions to which such holder is entitled pursuant to Section 1.7(c), and (C) cash in respect of fractional shares as provided in Section 1.6(f) (the Parent Shares, dividends, distributions Shares and the cash described in clauses (B) and (C) being, collectively, the "Merger Consideration"), and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Shares which is not registered in the transfer records of the Company as of the Effective Time, Parent Shares, dividends and distributions may be issued and paid in accordance with this Article I to a transferee if the Certificate evidencing such 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 have been paid. Until so surrendered, each outstanding 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 subject to Section 1.6(f), to evidence only the ownership of right to receive the number of full Parent Shares into which such Shares shares of Company Common Stock shall have been so converted.

Exchange Procedures. As soon as reasonably practicable Promptly after the Effective Time, Parent will instruct the Exchange Agent to mail to each holder of record of Certificates (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 may reasonably specify), and (ii) instructions to effect the surrender of the Certificates in exchange for the certificates evidencing Parent Shares. Upon surrender of a Certificate for cancellation to the Exchange Agent together with such letter of transmittal, duly executed, and such other customary documents as may be required pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor (A) certificates evidencing that number of whole Parent Shares which such holder has the right to receive in accordance with the Exchange Ratio in respect of the Shares formerly evidenced by such Certificate, (B) any dividends or other distributions to which such holder is entitled pursuant to Section 1.7(c1.07(c), and (C) cash in respect of fractional shares as provided in Section 1.6(f1.06(f) (the Parent Shares, dividends, distributions and cash being, collectively, the "Merger Consideration"), and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Shares which is not registered in the transfer records of the Company as of the Effective Time, Parent Shares, dividends and distributions may be issued and paid in accordance with this Article I to a transferee if the Certificate evidencing such Shares is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer pursuant to this Section 1.7(b1.07(b) and by evidence that any applicable stock transfer taxes have been paid. Until so surrendered, each outstanding Certificate that, prior to the Effective Time, represented Shares will be deemed from and after the Effective Time, for all corporate purposes, other than the payment of dividends and subject to Section 1.6(f1.06(f), to evidence the ownership of the number of full Parent Shares into which such Shares shares of the Company Common Stock shall have been so converted.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, Parent will instruct the Exchange Agent to mail to each holder of record of Certificates (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 may reasonably specify), and (ii) instructions to effect the surrender of the Certificates in exchange for the certificates evidencing shares of Parent SharesCommon Stock. Upon surrender of a Certificate for cancellation to the Exchange Agent together with such letter of transmittal, duly executed, and such other customary documents as may be required pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor (A) certificates evidencing that number of whole shares of Parent Shares Common Stock which such holder has the right to receive in accordance with the Exchange Ratio in respect of the Shares shares of Company Common Stock formerly evidenced by such Certificate, (B) any dividends or other distributions to which such holder is entitled pursuant to Section 1.7(c1.07(c), and (C) cash in respect of fractional shares as provided in Section 1.6(f1.06(f) (the shares of Parent Shares, dividends, distributions Common Stock and cash being, collectively, the "Merger Consideration"), and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Shares shares of Company Common Stock which is not registered in the transfer records of the Company as of the Effective Time, shares of Parent SharesCommon Stock, dividends dividends, distributions, and distributions cash in respect of fractional shares, may be issued and paid in accordance with this Article I to a transferee if the Certificate evidencing such Shares shares of Parent Common Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer pursuant to this Section 1.7(b1.07(b) and by evidence that any applicable stock transfer taxes have been paid. Until so surrendered, each outstanding Certificate that, prior to the Effective Time, represented Shares shares of Company Common Stock will be deemed from and after the Effective Time, for all corporate purposes, other than the payment of dividends or other distributions as provided in Section 1.07(c) and subject to Section 1.6(f1.06(f), to evidence the ownership of the number of full shares of Parent Shares Common Stock, and cash in respect of fractional shares, into which such Shares shares of the Company Common Stock shall have been so converted.

Exchange Procedures. As The Surviving Corporation shall instruct the Exchange Agent to provide, as soon as reasonably practicable after the Effective Time, Parent will instruct the Exchange Agent to mail to each holder of record of Certificates a non-certificated shares of Company Common Stock represented by book entry (i“Book Entry Shares”) a letter that immediately before the Effective Time represented outstanding shares of transmittal Company Common Stock whose shares were converted into the right to receive Merger Consideration pursuant to Section 2.02(c), an “agent’s message” in customary form (which shall specify it being understood that delivery shall the holders of Book Entry Shares will be effecteddeemed to have surrendered such Book Entry Shares upon receipt of an “agent’s message” or such other evidence, and risk of loss and title to the Certificates shall passif any, only upon proper delivery of the Certificates to as the Exchange Agent and shall be in such form and have such other provisions as Parent may reasonably specifyrequest), and (ii) instructions to effect the surrender of the Certificates in exchange for the certificates evidencing Parent Shares. Upon surrender receipt of a Certificate for cancellation to the Exchange Agent together with such letter of transmittal, duly executed, and such other customary documents as may be required pursuant to such instructions“agent’s message”, the holder of such Certificate Book Entry Shares shall be entitled to receive in exchange therefor (A) certificates evidencing that the number of whole shares of Parent Common Stock, if any, which the aggregate number of Company Common Stock previously represented by such Book Entry Shares which such holder has shall have been converted pursuant to Section 2.01(c) into the right to receive in accordance with the Exchange Ratio in respect of the Shares formerly evidenced by such Certificate, (B) any dividends or other distributions to which such holder is entitled pursuant to Section 1.7(c), and (C) cash in respect of fractional shares as provided in Section 1.6(f) (the Parent Shares, dividends, distributions and cash being, collectively, the "Merger Consideration")receive, and the Certificate Book Entry Shares so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Shares which Company Common Stock that is not registered in the transfer records of the Company as of the Effective TimeCompany, Parent Shares, dividends payment may be made and distributions shares may be issued and paid in accordance with this Article I to a transferee Person other than the Person in whose name the Book Entry Shares so surrendered is registered if such Book Entry Shares shall be in proper form for transfer and the Certificate evidencing 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 Book Entry Shares is presented or establish to the Exchange Agentsatisfaction of Parent that such tax has been paid or is not applicable. Subject to the last sentence of Section 2.02(c), accompanied until surrendered as contemplated 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 have been paid. Until so surrendered2.02(b), each outstanding Certificate that, prior to the Effective Time, represented Shares will Book Entry Share shall be deemed from and at any time after the Effective Time, for all corporate purposes, other than Time to represent only the payment of dividends and subject right to receive upon such surrender the Merger Consideration into which the Company Common Stock theretofore represented by such Book Entry Share have been converted pursuant to Section 1.6(f), to evidence the ownership of the number of full Parent Shares into which such Shares shall have been so converted2.01.

Exchange Procedures. As soon as reasonably practicable after the Effective TimeTime and subject to the surrender provisions of this Section 2.2(b), Parent will instruct the Exchange Agent to mail shall deliver to each holder of record of Certificates (i) a letter of transmittal (certificate or certificates which shall specify that delivery shall be effected, and risk of loss and title immediately prior to the Certificates shall pass, only upon proper delivery Effective Time represented outstanding shares of Company Common Stock (the Certificates “Certificates”) whose shares are converted pursuant to Section 2.1(c) into the right to receive shares of Parent Common Stock a certificate representing that number of shares of Parent Common Stock which such holder has the right to receive pursuant to the Exchange Agent and shall be in such form and have such other provisions as Parent may reasonably specify), and (ii) instructions to effect the surrender of the Certificates in exchange for the certificates evidencing Parent Sharesthis Section 2. Upon surrender of a Certificate for cancellation to the Exchange Agent Agent, together with such letter of transmittal, endorsements for transfer duly executed, executed and such other customary documents as may be required pursuant to such instructionscompleted, the holder of such Certificate shall be entitled to receive in exchange therefor (A) certificates evidencing a certificate representing that number of whole shares of Parent Shares Common Stock which such holder has the right to receive in accordance with the Exchange Ratio in respect of the Shares formerly evidenced by such Certificate, (B) any dividends or other distributions to which such holder is entitled pursuant to the provisions of this Section 1.7(c), and (C) cash in respect of fractional shares as provided in Section 1.6(f) (the Parent Shares, dividends, distributions and cash being, collectively, the "Merger Consideration")2, and the Certificate so surrendered shall forthwith be canceled. In no event shall the holder of any Certificate be entitled to receive interest on any property to be received in the Merger. In the event of a transfer of ownership of Shares Company Common Stock which is not registered in the transfer records of the Company as Company, a certificate representing that number of the Effective Time, whole shares of Parent Shares, dividends and distributions Common Stock may be issued and paid in accordance with this Article I to a transferee if the Certificate evidencing representing such Shares Company Common Stock is presented to the Exchange Agent, 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 have been paid. Until so surrenderedsurrendered as contemplated by this Section 2.2(b), each outstanding Certificate that, prior to the Effective Time, represented Shares will shall be deemed from and at any time after the Effective Time, Time for all corporate purposespurposes of Parent, other than the payment of dividends and subject to Section 1.6(f)except as limited by paragraph (c) below, to evidence the represent ownership of the number of full shares of Parent Shares Common Stock into which such Shares shall the number of shares of Company Common Stock shown thereon have been so convertedconverted as contemplated by this Section 2.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, Parent will instruct the Exchange Agent to shall mail to each holder of record of Certificates a certificate or certificates which, immediately prior to the Effective Time, represented outstanding shares of Company Common Stock (the "Certificates"), which holder's shares of Company Common Stock were converted into the right to receive shares of Parent Common Stock pursuant to Section 2.1: (i) a letter of transmittal ("Letter of Transmittal") which shall specify that delivery shall be effected, effected and risk of loss and title to the Certificates 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 may reasonably specify), ; and (ii) instructions to effect for use in effecting the surrender of the Certificates in exchange for the certificates evidencing representing shares of Parent SharesCommon Stock. Upon surrender of a Certificate for cancellation to the Exchange Agent Agent, together with such letter the Letter of transmittalTransmittal, duly executed, and such any other customary documents as may be reasonably required pursuant to such instructionsby Parent or the Exchange Agent, (A) the holder of such a Certificate shall be entitled to receive in exchange therefor (A) certificates evidencing therefore a certificate representing that number of whole shares of Parent Shares Common Stock which such holder has the right to receive pursuant to the provisions of this Article II, cash in accordance with lieu of fractional shares of Parent Common Stock as contemplated by Section 2.2(e), and any unpaid dividends and distributions that such holder has the Exchange Ratio in respect of the Shares formerly evidenced by such Certificate, right to receive pursuant to Section 2.2(c); and (B) any dividends or other distributions to which such holder is entitled pursuant to Section 1.7(c), and (C) cash in respect of fractional shares as provided in Section 1.6(f) (the Parent Shares, dividends, distributions and cash being, collectively, the "Merger Consideration"), and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Shares Company Common Stock which is not registered in the transfer records of the Company as Company, a certificate representing the appropriate number of the Effective Time, shares of Parent Shares, dividends and distributions Common Stock may be issued and paid in accordance with this Article I to a transferee if the Certificate evidencing representing such Shares Company Common Stock is presented to the Exchange Agent, 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 have been paid. Until so surrenderedsurrendered as contemplated by this Section 2.2, each outstanding Certificate that, prior to the Effective Time, represented Shares will shall be deemed from and at any time after the Effective Time, for all corporate purposes, other than Time to represent only the payment right to receive upon such surrender the certificate representing shares of Parent Common Stock and cash in lieu of any fractional shares of Parent Common Stock as contemplated by this Section 2.2 and any unpaid dividends and subject distributions that such holder has the right to receive pursuant to Section 1.6(f2.2(c). The Exchange Agent shall not be entitled to vote or exercise any rights of ownership with respect to the Parent Common Stock held by it from time to time hereunder, to evidence except that it shall receive and hold all dividends or other distributions paid or distributed with respect thereto for the ownership account of the number of full Parent Shares into which such Shares shall have been so convertedpersons entitled thereto.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, Parent will instruct the Exchange Surviving Corporation shall cause the Paying Agent to mail to each holder of record of Certificates an outstanding share of Common Stock immediately prior to the Effective Time (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates certificates formerly representing shares of Common Stock immediately prior to the Effective Time (the “Certificates”) shall pass, only upon proper delivery of the such Certificates (or affidavits of loss in lieu thereof, together with any bond as contemplated by Section 2.7(h)) to the Exchange Paying Agent and which shall be in such the form and have such other provisions as Parent the Surviving Corporation or Paying Agent may reasonably specify), ) and (ii) instructions to effect for use in effecting the surrender of the Certificates in exchange for the certificates evidencing Parent Sharespayment of the Merger Consideration to be made to the holder thereof pursuant to Section 2.6. Upon surrender of a Certificate for cancellation to the Exchange Agent Paying Agent, together with such a letter of transmittal, transmittal duly executedcompleted and validly executed in accordance with the instructions thereto, and such other customary documents as may be reasonably required pursuant to such instructions, the holder of such Certificate shall be entitled to receive promptly in exchange therefor (A) certificates evidencing that number the Merger Consideration for each share of whole Parent Shares which such holder has the right to receive in accordance with the Exchange Ratio in respect of the Shares Common Stock formerly evidenced represented by such Certificate, (B) any dividends or other distributions to which Certificate and such holder is entitled pursuant to Section 1.7(c), and (C) cash in respect of fractional shares as provided in Section 1.6(f) (the Parent Shares, dividends, distributions and cash being, collectively, the "Merger Consideration"), and the Certificate so surrendered shall be forthwith be canceledcancelled. In The Paying Agent shall accept such Certificates upon compliance with such reasonable terms and conditions as the event of a transfer of ownership of Shares which is not registered in the transfer records of the Company as of the Effective Time, Parent Shares, dividends and distributions Paying Agent may be issued and paid impose to effect an orderly exchange thereof in accordance with this Article I to a transferee if customary exchange practices. No interest shall be paid or accrued for the benefit of holders of the shares of Common Stock or on the consideration payable upon the surrender of the Certificate evidencing formerly representing such 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 have been paid. Until so surrendered, each outstanding Certificate that, prior to the Effective Time, represented Shares will be deemed from and after the Effective Time, for all corporate purposes, other than the payment shares of dividends and subject to Section 1.6(f), to evidence the ownership of the number of full Parent Shares into which such Shares shall have been so convertedCommon Stock.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, Parent will instruct the Exchange Agent to shall mail to each holder of record of Certificates a Certificate whose shares were converted into the Merger Consideration pursuant to Section 3.1 (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates cash and/or Certificate shall pass, only upon proper delivery of the Certificates Certificate to the Exchange Agent and shall be in such form and have such other provisions as Parent may reasonably specify), and (ii) instructions to effect for use in effecting the surrender of the Certificates Certificate in exchange for the certificates evidencing Parent SharesMerger Consideration. Upon surrender of a Certificate for cancellation to the Exchange Agent Agent, together with such letter of transmittal, duly executed, and such other customary documents as may reasonably be required pursuant to such instructionsby the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor (A) certificates evidencing therefor, cash and/or a Parent Certificate representing that number of whole shares of Parent Shares Common Stock which such holder has the right to receive in accordance with pursuant to the Exchange Ratio in respect provisions of the Shares formerly evidenced by such Certificatethis Article III, (B) any certain dividends or other distributions to which such holder is entitled pursuant to in accordance with Section 1.7(c), 3.2(c) and (C) cash in respect lieu of any fractional shares as provided share in accordance with Section 1.6(f) (the Parent Shares, dividends, distributions and cash being, collectively, the "Merger Consideration"3.2(e), and the Certificate so surrendered shall forthwith be canceledcancelled. In the event of a transfer of ownership of Shares which is Cyprus Common Stock not registered in the transfer records of Cyprus, cash and/or a Parent Certificate representing the Company as proper number of the Effective Time, shares of Parent Shares, dividends and distributions Common Stock may be issued to a person other than the person in whose name the Certificate so surrendered is registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer, and the person requesting such issuance shall pay all transfer or other non-income Taxes required by reason of the issuance of shares of Parent Common Stock and/or cash to a person other than the registered holder of such Certificate or establish to the satisfaction of Parent that such Tax has been paid or is not applicable. Until surrendered as contemplated by this Section 3.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender of Cyprus Certificates, cash and/or Parent Certificates representing the number of whole shares of Parent Common Stock into which the shares of Cyprus Common Stock formerly represented by such Certificate have been converted, certain dividends or other distributions in accordance with Section 3.2(c) and cash in lieu of any fractional share in accordance with Section 3.2(e). No interest will be paid or will accrue on any cash payable to holders of Certificates pursuant to the provisions of this Article I to a transferee if the Certificate evidencing such 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 have been paid. Until so surrendered, each outstanding Certificate that, prior to the Effective Time, represented Shares will be deemed from and after the Effective Time, for all corporate purposes, other than the payment of dividends and subject to Section 1.6(f), to evidence the ownership of the number of full Parent Shares into which such Shares shall have been so convertedIII.

Exchange Procedures. As soon as reasonably practicable Promptly after the Effective Time, Parent will instruct the Exchange Agent Surviving Corporation shall cause to mail be mailed to each holder of record of Certificates a certificate or 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 shares of Parent Common Stock and cash in lieu of fractional shares pursuant to Section 1.6, (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 may reasonably specify), ) and (ii) instructions to effect for use in effecting the surrender of the Certificates in exchange for the certificates evidencing representing shares of Parent SharesCommon Stock and cash in lieu of fractional shares. Upon surrender of 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 executed, completed and such other customary documents as may be required pursuant to such instructionsvalidly executed in accordance with the instructions thereto, the holder of such Certificate shall be entitled to receive in exchange therefor (A) certificates evidencing that a certificate representing the number of whole shares of Parent Shares Common Stock and payment in lieu of fractional shares which such holder has the right to receive in accordance with the Exchange Ratio in respect of the Shares formerly evidenced by such Certificate, (B) any dividends or other distributions to which such holder is entitled pursuant to Section 1.7(c), and (C) cash in respect of fractional shares as provided in Section 1.6(f) (the Parent Shares, dividends, distributions and cash being, collectively, the "Merger Consideration")1.6, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Shares which is not registered in the transfer records of the Company as of the Effective Time, Parent Shares, dividends and distributions may be issued and paid in accordance with this Article I to a transferee if the Certificate evidencing such 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 have been paid. Until so surrendered, each outstanding Certificate that, prior to the Effective Time, represented Shares 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 subject to Section 1.6(f)dividends, to evidence the ownership of right to receive the number of full shares of Parent Shares Common Stock into which such Shares shares of Company Common Stock shall have been so convertedconverted and the right to receive an amount in cash in lieu of the issuance of any fractional shares in accordance with Section 1.6.

Exchange Procedures. As soon promptly as reasonably practicable after the Effective Time, Parent will instruct the Exchange Agent to will mail to each holder of record of Certificates Adamis Capital Stock whose shares would be converted into the right to receive shares of La Jolla Common Stock pursuant to Section 1.6(a), (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 may reasonably specify), and customary form; (ii) instructions to effect the surrender of the Certificates in exchange for the certificates evidencing Parent Shares. Upon surrender of a Certificate for cancellation to the Exchange Agent together with such letter of transmittal, duly executed, and such other customary documents as may be required pursuant to such instructions; and (iii) instructions for use in effecting the surrender of Adamis Capital Stock in exchange for certificates (or, if La Jolla elects to have shares be represented in uncertificated form, then notifications of share ownership) representing shares of La Jolla Common Stock. Upon surrender of Adamis Capital Stock for cancellation to the Exchange Agent, together with such letter of transmittal and other documents, duly completed and validly executed in accordance with the instructions thereto, the holder of such Certificate Adamis Capital Stock shall be entitled to receive in exchange therefor (Ax) certificates evidencing that a certificate (or, for uncertificated shares, a notification of share ownership) representing the number of whole Parent Exchange Shares into which such holder has the Adamis Common Stock represented thereby shall have been converted into the right to receive in accordance with the Exchange Ratio in respect as of the Shares formerly evidenced by such CertificateEffective Time, (By) any dividends or other distributions to which such holder is entitled pursuant to Section 1.7(c1.10(d), and (Cz) cash in respect of any fractional shares as provided in Section 1.6(f) (the Parent Shares, dividends, distributions and cash being, collectively, the "Merger Consideration"), and the Certificate Adamis Capital Stock so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Shares which is not registered in the transfer records of the Company as of the Effective Time, Parent Shares, dividends and distributions may be issued and paid in accordance with this Article I to a transferee if the Certificate evidencing such 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 have been paid. Until so surrendered, each such outstanding Certificate that, prior to the Effective Time, represented Shares share of Adamis Capital Stock will be deemed from and after the Effective Time, for all corporate purposes, purposes other than the payment of dividends and subject to Section 1.6(f)dividends, to evidence the ownership of the number of full Parent Shares shares of La Jolla Common Stock into which such Shares shares of Adamis Capital Stock shall have been so convertedconverted and the right to receive cash in lieu of the issuance of any fractional shares. If any Adamis Stock Certificate shall have been lost, stolen or destroyed, La Jolla may, in its discretion and as a condition precedent to the issuance of any certificate (or notification of share ownership) representing La Jolla Common Stock, require the owner of such lost, stolen or destroyed Adamis Stock Certificate to provide a reasonable affidavit and/or bond as indemnity against any claim that may be made against the Exchange Agent, La Jolla or the Surviving Corporation with respect to such Adamis Stock Certificate.

Exchange Procedures. (i) As soon as reasonably practicable after the Effective TimeTime (but in no event later than five (5) Business Days thereafter), Parent will instruct shall cause the Exchange Agent to mail (and to make available for collection by hand) to each holder of record of one or more Company Certificates as of immediately prior to the Effective Time, (i1) a letter of transmittal (a “Letter of Transmittal”), which shall specify that delivery shall be effected, and risk of loss and title to the Company Certificates shall pass, pass only upon proper delivery of the Company Certificates (or affidavits of loss in lieu thereof), to the Exchange Agent Agent, and which Letter of Transmittal shall be in such form and have such other provisions as Parent may reasonably specify), and (ii2) instructions to effect for use in effecting the surrender of the Company Certificates in exchange for certificates or, at Parent’s option, evidence of shares in book-entry form representing the certificates evidencing shares of Parent Shares. Common Stock issuable pursuant to Section 2.1(a) or Parent Series A Preferred Stock, issuable pursuant to Section 2.1(c), together with any amounts that such holder has the right to receive in respect of dividends or other distributions on shares of Parent Common Stock or Parent Series A Preferred Stock, as applicable, pursuant to and in accordance with Section 2.2(c) and any cash such holder is entitled to receive in lieu of fractional shares of Parent Common Stock pursuant to and in accordance with Section 2.2(e). (ii) Upon surrender of a Company Certificate (or affidavit of loss in lieu thereof) for cancellation to the Exchange Agent Agent, together with such letter a Letter of transmittal, Transmittal duly executedcompleted and validly executed in accordance with the instructions thereto, and such other customary documents as may reasonably be required pursuant to such instructionsby the Exchange Agent, the holder of such Company Certificate shall be entitled to receive in exchange therefor (A) certificates evidencing the shares of Parent Common Stock formerly represented by such Company Certificate pursuant to the provisions of this Article II, plus any amounts that number of whole Parent Shares which such holder has the right to receive in accordance with the Exchange Ratio in respect of the Shares formerly evidenced by such Certificate, (B) any dividends or other distributions on shares of Parent Common Stock or Parent Series A Preferred Stock, as applicable, pursuant to which and in accordance with Section 2.2(c) and any cash such holder is entitled pursuant to Section 1.7(c), and (C) cash receive in respect lieu of fractional shares as provided of Parent Common Stock that such holder has the right to receive pursuant to and in accordance with Section 1.6(f2.2(e), to be mailed, made available for collection by hand or delivered by wire transfer, within five (5) Business Days following the later to occur of (A) the Parent Shares, dividends, distributions and cash being, collectively, Effective Time or (B) the "Merger Consideration"Exchange Agent’s receipt of such Company Certificate (or affidavit of loss in lieu thereof), and the Company Certificate (or affidavit of loss in lieu thereof) so surrendered shall be forthwith be canceled. The Exchange Agent shall accept such Company Certificates (or affidavits of loss in lieu thereof) upon compliance with such reasonable terms and conditions as the Exchange Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. Until surrendered as contemplated by this Section 2.2(b), each Company Certificate shall be deemed, at any time after the Effective Time, to represent only the right to receive, upon such surrender, the consideration as expressly set forth in this Article II. (iii) As promptly as practicable following the Effective Time (but in no event later than five (5) Business Days thereafter), Parent shall cause the Exchange Agent: (A) to issue to each holder of Company Book-Entry Securities as of immediately prior to the Effective Time that number of uncertificated whole shares of Parent Common Stock or Parent Series A Preferred Stock, as applicable, that such holder is entitled to receive in respect of such Company Book-Entry Securities pursuant to this Article II; and (B) subject to Section 2.2(h), to issue and deliver to each holder of Company Book-Entry Shares a check or wire transfer of any amounts that such holder has the right to receive in respect of dividends or other distributions on shares of Parent Common Stock or Parent Series A Preferred Stock, as applicable, pursuant to and in accordance with Section 2.2(c) and any cash such holder is entitled to receive in lieu of fractional shares of Parent Common Stock that such holder has the right to receive pursuant to and in accordance with Section 2.2(e). (iv) In the event of a transfer of ownership of Shares which shares of Company Common Stock or Company Series A Preferred Stock that is not registered in the transfer records of the Company, it shall be a condition of payment that any Company as of the Effective Time, Parent Shares, dividends and distributions may be issued and paid Certificate surrendered in accordance with the procedures set forth in this Article I Section 2.2 shall be properly endorsed or shall be otherwise in proper form for transfer, or any Company Book-Entry Securities shall be properly transferred, and that the Person requesting such payment shall have paid any transfer or similar Tax required by reason of the payment of the consideration to a transferee if Person other than the registered holder of the Company Certificate evidencing such Shares is presented surrendered or Company Book-Entry Securities properly transferred, or shall have established to the Exchange Agent, accompanied by all documents required to evidence and effect satisfaction of Parent that such transfer Tax either has been paid or is not applicable. No interest shall be paid or accrued for the benefit of (A) holders of the Company Certificate on the consideration otherwise payable upon the surrender of the Company Certificate pursuant to this Section 1.7(bArticle II or (B) and by evidence that any applicable stock transfer taxes have been paid. Until so surrendered, each outstanding Certificate that, prior Company Book-Entry Securities on the consideration otherwise payable in respect of such shares pursuant to the Effective Time, represented Shares will be deemed from and after the Effective Time, for all corporate purposes, other than the payment of dividends and subject to Section 1.6(f), to evidence the ownership of the number of full Parent Shares into which such Shares shall have been so convertedthis Article II.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, Parent GT will instruct the Exchange Transfer Agent to mail to each holder of record of Certificates shares of Company Common Stock and the Redeemable Preferred Stock which were converted into GT Common Stock and GT Preferred Stock, respectively, pursuant to Section 1.6 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 Transfer Agent and shall be in such form and have such other provisions as Parent GT may reasonably specify), and (ii) instructions to effect the surrender of the Certificates in exchange for the certificates evidencing Parent Sharesshares of GT Common Stock or GT Preferred Stock, as the case may be, cash in lieu of fractional shares in accordance with Section 1.6(f) and any dividends or distributions in accordance with Section 1.7(c). Upon surrender of a Certificate for cancellation to the Exchange Transfer Agent together with such letter of transmittal, duly executed, and such other customary documents as may be required pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor (A) certificates evidencing that number of whole Parent Shares shares of GT Common Stock which such holder has the right to receive in accordance with the Exchange Ratio in respect of the Shares Company Common Stock formerly evidenced by such Certificate, or certificates evidencing that number of shares of GT Preferred Stock which such holder has the right to receive in accordance with Section 1.6(a)(ii) in respect of the Redeemable Preferred Stock formerly evidenced by such Certificate, as appropriate, (B) any dividends or other distributions to which such holder is entitled pursuant to Section 1.7(c), and (C) cash in respect of fractional shares as provided in Section 1.6(f) (the Parent Shares, dividends, distributions shares of GT Common Stock and GT Preferred Stock and cash issued and paid pursuant to Sections 1.6 and 1.7(c) being, collectively, the "Merger Consideration"), and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Shares which is not registered in the transfer records of the Company as of the Effective Time, Parent Sharesshares of GT Common Stock or GT Preferred Stock, dividends dividends, distributions, and distributions cash in respect of fractional shares, may be issued and paid in accordance with this Article I to a transferee if the Certificate evidencing such Shares is presented to the Exchange Transfer 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 have been paid. Until so surrendered, each outstanding Certificate that, prior to the Effective TimeTime represented shares of the Company Common Stock or the Redeemable Preferred Stock, represented Shares will be deemed from and after the Effective Time, for all corporate purposes, other than the payment of dividends and subject to Section 1.6(f)) and other than Preferred Dissenting Shares, to evidence the ownership of the number of full Parent Shares shares of GT Common Stock or GT Preferred Stock, as the case may be, and cash in respect of fractional shares, into which such Shares shares shall have been so converted.

Exchange Procedures. As soon as reasonably practicable after the Effective TimeTime of the Merger, Parent will instruct but in any case within 10 business days thereafter, the Exchange Agent to shall mail to each holder of record an outstanding certificate(s) which prior thereto represented shares of Certificates Company Common Stock (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates such certificate shall pass, only upon proper delivery of such certificate(s) to such Exchange Agent), (ii) instructions for use in effecting the Certificates surrender of the certificate(s) for the Consideration for Company Common Stock, and (iii) an explanation of the election to receive additional Parent Common Stock in lieu of some or all of the cash component of the Consideration for Company Common Stock, as described in Section 2.1(c)(i)(C). Upon surrender to the Exchange Agent and shall be in of such form and have such other provisions as Parent may reasonably specify)certificate(s) for cancellation, and (ii) instructions to effect the surrender of the Certificates in exchange for the certificates evidencing Parent Shares. Upon surrender of a Certificate for cancellation to the Exchange Agent together with such letter of transmittal, duly executed, and such other customary documents as may be required pursuant to such instructions, the holder of such Certificate certificate(s) shall be entitled to receive in exchange therefor the Consideration for Company Common Stock consisting of the proportionate amount of cash (Ataking into account any election by a former holder of Company Common Stock and a certificate(s) certificates evidencing that representing the number of whole shares of Parent Shares Common Stock into which the aggregate number of shares previously represented by such certificate(s) surrendered shall have been converted pursuant to Section 2.1(c) of this Agreement. The Exchange Agent shall accept such certificate(s) upon compliance with such reasonable terms and conditions as the Exchange Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. After the Effective Time of the Merger, there shall be no further transfer on the records of the Company of any certificate(s) representing shares of Company Common Stock and if such certificate(s) is presented to the Company for transfer, it shall be canceled against delivery of a certificate(s) for cash and shares of the Parent Common Stock as hereinabove provided. If any certificate(s) for such shares of the Parent Common Stock is to be issued in a name other than that in which the certificate(s) for shares of Company Common Stock surrendered for exchange is registered, it shall be a condition of such exchange that the certificate(s) so surrendered shall be properly endorsed, with signature guaranteed, or otherwise in proper form for transfer and that the person requesting such exchange shall pay to Parent or its transfer agent any transfer or other taxes required by reason of the issuance of a certificate(s) for such shares of Parent Common Stock in a name other than that of the registered holder of the certificate(s) surrendered, or establish to the satisfaction of Parent or its transfer agent that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.7(b), each certificate for shares of Company Common Stock shall be deemed at any time after the Effective Time of the Merger to represent only the right to receive in accordance with upon such surrender the Exchange Ratio in respect of the Shares formerly evidenced by such Certificate, (B) any dividends or other distributions to which such holder is entitled pursuant to Section 1.7(c), and (C) cash in respect of fractional shares as provided in Section 1.6(f) (the Parent Shares, dividends, distributions and cash being, collectively, the "Merger Consideration"), and the Certificate so surrendered shall forthwith be canceledapplicable Consideration for Company Common Stock. In the event of a transfer of ownership of Shares which is not registered in the transfer records of the Company as of the Effective Time, Parent Shares, dividends and distributions may be issued and paid in accordance with this Article I to a transferee if the Certificate evidencing such 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 have been paid. Until so surrendered, each outstanding Certificate that, prior to the Effective Time, represented Shares No interest will be deemed from and after the Effective Time, for all corporate purposes, other than the payment paid or will accrue on any cash payable in lieu of dividends and subject to Section 1.6(f), to evidence the ownership any fractional share of the number of full Parent Shares into which such Shares shall have been so convertedCommon Stock.

Exchange Procedures. As soon as reasonably practicable either before or after the Effective Time, Parent HUBCO will instruct the Exchange Agent to mail to each holder of record of Certificates a certificate or certificates which immediately prior to the Effective Time evidenced outstanding shares of LFB Common Stock (the "Certificates"), (i) a letter of transmittal (which is reasonably agreed to by HUBCO and LFB 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 HUBCO may reasonably specify), ) and (ii) instructions to effect for use in effecting the surrender of the Certificates in exchange for the certificates evidencing Parent Sharesshares of HUBCO Common Stock or cash. Upon surrender of a Certificate for cancellation to the Exchange Agent together with such letter of transmittal, duly executed, and such other customary documents as may be required pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor (A) certificates evidencing that number of whole Parent Shares shares of HUBCO Common Stock which such holder has the right to receive in respect of the shares of LFB Common Stock formerly evidenced by such Certificate in accordance with the Exchange Ratio Section 2.1, (B) cash to which such holder is entitled to receive in respect of the Shares shares of LFB Common Stock formerly evidenced by such CertificateCertificate in accordance with Section 2.1, (BC) cash in lieu of fractional shares of HUBCO Common Stock to which such holder may be entitled pursuant to Section 2.2(e) and (D) any dividends or other distributions to which such holder is entitled pursuant to Section 1.7(c2.2(c), and (C) cash in respect of fractional shares as provided in Section 1.6(f) (the Parent Sharesshares of HUBCO Common Stock, dividends, distributions and cash beingdescribed in clauses (A), (B), (C) and (D) being collectively, the "Merger Consideration"), ) and the Certificate so surrendered shall forthwith be canceledcancelled. In the event of a transfer of ownership of Shares shares of LFB Common Stock which is not registered in the transfer records of LFB, a certificate evidencing the Company as proper number of the Effective Time, Parent Shares, dividends and distributions shares of HUBCO Common Stock and/or cash may be issued and and/or paid in accordance with this Article I II to a transferee if the Certificate evidencing such Shares shares of LFB Common Stock 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 have been paid. Until so surrenderedsurrendered as contemplated by this Section 2.2, each outstanding Certificate that, prior to the Effective Time, represented Shares will shall be deemed from and at any time after the Effective Time, for all corporate purposes, other than the payment of dividends and subject to Section 1.6(f), Time to evidence only the ownership right to receive upon such surrender the applicable type and amount of the number of full Parent Shares into which such Shares shall have been so convertedMerger Consideration.

Exchange Procedures. As soon as reasonably practicable after the Effective TimeTime (and in any case no later than five (5) business days thereafter), Parent will instruct Fidelity shall cause the Exchange Agent to mail to each record holder of record a certificate representing shares of Certificates MNB Common Stock (ia “MNB Certificate”) a letter of transmittal (which shall specify that delivery of the MNB Certificates shall be effected, and risk of loss and title to the MNB Certificates shall pass, only upon proper delivery of the MNB Certificates to the Exchange Agent Agent, and which letter shall be in such customary form and have such other provisions as Parent Fidelity may reasonably specify), specify and (ii) instructions to effect for effecting the surrender of the such MNB Certificates in exchange for the certificates evidencing Parent SharesMerger Consideration. Upon surrender of a MNB Certificate for cancellation to the Exchange Agent together with such letter of transmittal, duly executedexecuted and completed in accordance with the instructions thereto, and such other customary documents as may reasonably be required pursuant to such instructionsby the Exchange Agent, the holder of such MNB 13 Certificate shall be entitled to receive in exchange therefor (A) certificates evidencing that a certificate or electronic book entry to their account representing, in the aggregate, the whole number of whole Parent Shares which shares of Fidelity Common Stock that such holder has the right to receive in accordance with the Exchange Ratio in respect of the Shares formerly evidenced by such Certificate, pursuant to Section 1.02(h)(iii) and/or (B) any dividends or other distributions a check in the amount equal to which the aggregate amount of cash that such holder is entitled has the right to receive pursuant to Section 1.7(c1.02(h)(iv), and (C) . No interest will be paid or will accrue on any cash in respect of fractional shares as provided in payment pursuant to Section 1.6(f) (the Parent Shares, dividends, distributions and cash being, collectively, the "Merger Consideration"1.02(h)(iv), and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Shares MNB Common Stock which is not registered in the transfer records of MNB, a certificate representing, in the Company as aggregate, the proper number of shares of Fidelity Common Stock pursuant to Section 1.02(h) and/or a check in the Effective Time, Parent Shares, dividends and distributions proper amount pursuant to Sections 1.02(h)(iv) may be issued and paid in accordance with this Article I respect to such MNB Common Stock, as the case may be, to such a transferee if the MNB Certificate evidencing formerly representing such Shares shares of MNB Common Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer pursuant and to this Section 1.7(b) and by evidence that any applicable stock transfer taxes have been paid. Until so surrendered, each outstanding Certificate that, prior to the Effective Time, represented Shares will be deemed from and after the Effective Time, for all corporate purposes, other than the payment of dividends and subject to Section 1.6(f), to evidence the ownership of the number of full Parent Shares into which such Shares shall have been so converted.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, Parent will instruct the Exchange Agent to mail to each holder the record holders of record of the Company Stock Certificates (i) a letter 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 may reasonably specify)Transmittal, and (ii) instructions to effect for use in effecting the surrender of the Company Stock Certificates in exchange for the certificates evidencing non-certificated shares of Parent SharesCommon Stock represented by book-entry issuable pursuant to Section 1.6(a). Upon surrender of a Company Stock Certificate to Parent for cancellation to the Exchange Agent exchange, together with such letter a duly executed Letter of transmittal, duly executed, Transmittal and such other customary documents as may be reasonably required pursuant to such instructionsby Parent, (A) the holder of such Company Stock Certificate shall will be entitled to receive in exchange therefor (A) certificates evidencing that non-certificated shares of Parent Common Stock represented by book-entry equal to the number of whole shares of Parent Shares which Common Stock that such holder has the right to receive in accordance with pursuant to the Exchange Ratio in respect provisions of the Shares formerly evidenced by such CertificateSection 1.6(a), (B) any dividends or other distributions to which such holder is entitled pursuant to Section 1.7(c), the Company Stock Certificate so surrendered will be canceled and (C) cash in respect Parent will instruct Parent’s transfer agent to issue non-certificated shares of fractional shares Parent Common Stock represented by book-entry issuable pursuant to Section 1.6(a). Until surrendered as provided in contemplated by this Section 1.6(f) (the Parent Shares, dividends, distributions and cash being, collectively, the "Merger Consideration"1.8(a), and the each Company Stock Certificate so surrendered shall forthwith be canceled. In the event of held by a transfer of ownership of Shares which is not registered in the transfer records of the Company as of the Effective Time, Parent Shares, dividends and distributions may be issued and paid in accordance with this Article I to a transferee if the Certificate evidencing such 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 have been paid. Until so surrendered, each outstanding Certificate that, prior to the Effective Time, represented Shares Stockholder will be deemed deemed, from and after the Effective Time, for all corporate purposesto represent only the right to receive the Merger Consideration. If any Company Stock Certificate will have been lost, other than stolen or destroyed, Parent will require the payment owner of dividends and subject such lost, stolen or destroyed Company Stock Certificate to Section 1.6(f)provide an appropriate affidavit and, in Parent’s discretion, to evidence deliver a bond as indemnity against any claim that may be made against Parent or the ownership of the number of full Parent Shares into which Surviving Corporation with respect to such Shares shall have been so convertedCompany Stock Certificate.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, Parent will instruct the Exchange Agent to mail to each holder of record of Certificates a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (the "Certificates") that were converted pursuant to Section 2.1(a) into the right to receive the Merger Consideration (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 may reasonably specifyspecify that are not inconsistent with the terms of this Agreement), and (ii) instructions to effect for use in effecting the surrender of the Certificates in exchange for the certificates evidencing Parent SharesMerger Consideration. Upon surrender of a Certificate for cancellation to the Exchange Agent together with such letter of transmittal, duly executed, and such other customary documents as may be required pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor (A) certificates evidencing that number of whole shares of Parent Shares Common Stock which such holder has the right to receive in accordance with the Exchange Ratio Section 2.1(a) in respect of the Shares shares of Company Common Stock formerly evidenced by such Certificate, (B) any dividends or other distributions to which such holder is entitled pursuant to Section 1.7(c2.2(c), and (C) any cash in respect lieu of any fractional shares as provided in of Parent Common Stock to which such holder is entitled pursuant to Section 1.6(f) (the Parent Shares2.2(d), dividends, distributions and cash being, collectively, the "Merger Consideration")after giving effect to any tax withholdings required by applicable law, and the Certificate so surrendered shall forthwith be canceledcancelled. In the event of a transfer of ownership of Shares shares of Company Common Stock which is not registered in the transfer records of the Company as of the Effective Time, a certificate representing the proper number of shares of Parent Shares, dividends and distributions Common Stock may be issued and paid in accordance with this Article I to a transferee if the Certificate evidencing such Shares Company Common Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer pursuant to this Section 1.7(b2.2(b) and by evidence that any applicable stock transfer taxes have been paid. Until so surrendered, each outstanding Certificate that, prior to the Effective Time, represented Shares shares of Company Common Stock will be deemed deemed, from and after the Effective Time, for all corporate purposes, to represent only the right to receive upon surrender a certificate representing shares of Parent Common Stock, any dividends or other than the payment of dividends and subject distributions payable pursuant to Section 1.6(f2.2(c) and any cash in lieu of any fractional shares of Parent Common Stock payable pursuant to Section 2.2(d), to evidence in accordance with the ownership terms of the number of full Parent Shares into which such Shares shall have been so convertedthis Agreement.

Exchange Procedures. As soon as reasonably practicable Promptly after the Effective Time, Parent will instruct the Exchange Agent Surviving Corporation shall cause to mail be delivered to each holder of record of Certificates a certificate or certificates (the "Certificates") which immediately prior to the Effective Time represented outstanding shares of Target Common Stock (including converted Target Preferred Stock), whose shares were converted into the right to receive shares of Acquiror Common Stock (and cash in lieu of fractional shares) pursuant to Section 1.6, (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 Agent, and shall be in such form and have such other provisions as Parent Target may reasonably specify), and (ii) instructions to effect for use in effecting the surrender of the Certificates in exchange for the certificates evidencing Parent Sharesrepresenting shares of Acquiror Common Stock (and cash in lieu of fractional shares) and (iii) such other customary documents as may be required pursuant to such instructions. Upon surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Target, together with such letter of transmittaltransmittal and other documents, duly executed, completed and such other customary documents as may be required pursuant to such instructionsvalidly executed in accordance with the instructions thereto, the holder of such Certificate shall be entitled to receive in exchange therefor (A) certificates evidencing that a certificate representing the number of whole Parent Shares which such holder has the right to receive in accordance with the Exchange Ratio in respect shares of the Shares formerly evidenced by such CertificateAcquiror Common Stock, (B) any dividends or other distributions to which such holder is entitled pursuant to Section 1.7(c1.7(d), and (C) cash (without interest) in respect of fractional shares as provided in Section 1.6(f1.6(e) (the Parent Shares, dividends, distributions and cash being, collectively, the "Merger Consideration"), and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Shares which is not registered in the transfer records of the Company as of the Effective Time, Parent Shares, dividends and distributions may be issued and paid in accordance with this Article I to a transferee if the Certificate evidencing such 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 have been paid. Until so surrendered, each outstanding Certificate that, prior to the Effective Time, represented Shares shares of Target Capital Stock will be deemed from and after the Effective Time, for all corporate purposes, other than the payment of dividends and subject to Section 1.6(f)dividends, to evidence the ownership of the number of full Parent Shares shares of Acquiror Common Stock into which such Shares shares of Target Capital Stock shall have been so convertedconverted and the right to receive an amount in cash in lieu of the issuance of any fractional shares in accordance with Section 1.6.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, and in no event later than five (5) business days thereafter, Parent will instruct shall cause the Exchange Agent to mail to each holder of record (as of Certificates the Effective Time) of a certificate or certificates (the "CERTIFICATES"), which immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into shares of Parent Common Stock pursuant to Section 1.6, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d), (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 and shall be in such form and have contain such other provisions as Parent may reasonably specify), ) and (ii) instructions to effect for use in effecting the surrender of the Certificates in exchange for the certificates evidencing representing shares of Parent SharesCommon Stock, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d). Upon surrender of a Certificate 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 executed, completed and such other customary documents as may be required pursuant to such instructionsvalidly executed in accordance with the instructions thereto, the holder holders of such Certificate Certificates shall be entitled to receive in exchange therefor (A) certificates evidencing that representing the number of whole shares of Parent Shares Common Stock into which their shares of Company Common Stock were converted at the Effective Time, payment in lieu of fractional shares which such holder has holders have the right to receive in accordance with the Exchange Ratio in respect of the Shares formerly evidenced by such Certificate, (Bpursuant to Section 1.6(f) and any dividends or other distributions to which such holder is entitled payable pursuant to Section 1.7(c), and (C) cash in respect of fractional shares as provided in Section 1.6(f) (the Parent Shares, dividends, distributions and cash being, collectively, the "Merger Consideration"1.7(d), and the Certificate Certificates so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Shares which is not registered in the transfer records of the Company as of the Effective Time, Parent Shares, dividends and distributions may be issued and paid in accordance with this Article I to a transferee if the Certificate evidencing such 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 have been paid. Until so surrendered, each outstanding Certificate that, prior to the Effective Time, represented Shares Certificates will be deemed from and after the Effective Time, for all corporate purposes, other than subject to Section 1.7(d) as to the payment of dividends and subject to Section 1.6(f)dividends, to evidence only the ownership of the number of full shares of Parent Shares Common Stock into which such Shares shares of Company Common Stock shall have been so convertedconverted and the right to receive an amount in cash in lieu of the issuance of any fractional shares in accordance with Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.7(d).

Exchange Procedures. As soon as reasonably practicable after the Effective Time, Parent will instruct the Exchange Agent to shall mail to each holder of record of Certificates a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Stock (each a "Certificate" and collectively, the "Certificates") whose shares were converted pursuant to this Article II into the right to receive shares of Parent Common Stock (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 (1) the Certificates or (2) an affidavit in accordance with Section 2.2(h) to the Exchange Agent and shall be in such form and have such other provisions as Parent and the Company may reasonably specify), ) and (ii) instructions to effect for use in effecting the surrender of the Certificates or affidavits in exchange for the certificates evidencing representing shares of Parent SharesCommon Stock. Upon surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents reasonably acceptable to the Company as may be appointed by Parent, together with such letter of transmittal, duly executed, and such other customary documents as may be reasonably required pursuant to such instructionsby the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor (Ax) certificates evidencing a certificate representing that number of whole shares of Parent Shares Common Stock which such holder has the right to receive receive, pursuant to the provisions of this Article II, and (y) cash in lieu of any fractional shares of Parent Common Stock in accordance with the Exchange Ratio in respect of the Shares formerly evidenced by such Certificate, (B) any dividends or other distributions to which such holder is entitled pursuant to Section 1.7(c), and (C) cash in respect of fractional shares as provided in Section 1.6(f) (the Parent Shares, dividends, distributions and cash being, collectively, the "Merger Consideration"2.2(e), and the Certificate so surrendered shall forthwith immediately be canceled. In the event of a transfer of ownership of Shares Company Stock which is not registered in the transfer records of the Company as Company, a certificate representing the proper number of the Effective Time, shares of Parent Shares, dividends and distributions Common Stock may be issued and paid in accordance with this Article I to a transferee if the Certificate evidencing representing such Shares Company Stock 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 have been paid. Until so surrenderedsurrendered as contemplated by this Article II, each outstanding Certificate that, prior to the Effective Time, represented Shares will shall be deemed from and at any time after the Effective Time, for all corporate purposes, other than Time to represent only the payment right to receive upon such surrender the certificate representing shares of dividends Parent Common Stock and subject to Section 1.6(f), to evidence the ownership cash in lieu of the number any fractional shares of full Parent Shares into which such Shares shall have been so convertedCommon Stock as contemplated by this Article II.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, Parent will instruct the Exchange Agent to shall mail to each holder of record of Certificates a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (the "Certificates") whose shares were converted into the right to receive the Merger Consideration pursuant to Section 2.1 and any cash in lieu of fractional shares of Parent Common Stock to be issued or paid in consideration therefor upon surrender of such certificate in accordance with Section 2.2(e) and any dividends or distributions to which such holder is entitled pursuant to Section 2.2(c), (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 (or affidavits of loss in lieu of Certificates) to the Exchange Agent and shall be in such form and have such other provisions as the Company and Parent may reasonably specify), ) and (ii) instructions to effect the surrender of for use in surrendering the Certificates in exchange for the certificates evidencing Merger Consideration and any cash in lieu of fractional shares of Parent SharesCommon Stock to be issued or paid in consideration therefor upon surrender of such certificate in accordance with Section 2.2(e) and any dividends or distributions to which such holder is entitled pursuant to Section 2.2(c). Upon surrender of a Certificate (or affidavits of loss in lieu of Certificates) for cancellation to the Exchange Agent Agent, together with such letter of transmittal, duly executed, and such other customary documents as may reasonably be required pursuant to such instructionsthereby, the holder of such Certificate shall be entitled to receive in exchange therefor (A) certificates evidencing a certificate representing that number of whole shares of Parent Shares Common Stock which such holder has the right to receive in accordance with pursuant to the Exchange Ratio in respect provisions of the Shares formerly evidenced by such Certificatethis Article II, (B) any certain dividends or other distributions to which such holder is entitled pursuant to in accordance with Section 1.7(c), 2.2(c) and (C) cash in respect lieu of any fractional shares as provided share of Parent Common Stock in accordance with Section 1.6(f) (the Parent Shares, dividends, distributions and cash being, collectively, the "Merger Consideration"2.2(e), and the Certificate so surrendered shall forthwith be canceledcancelled. In the event of a transfer surrender of ownership a Certificate representing shares of Shares Company Common Stock which is are not registered in the transfer records of the Company as under the name of the Effective Timeperson surrendering such Certificate, a certificate representing the proper number of shares of Parent Shares, dividends and distributions may Common Stock will be issued to a person other than the person in whose name the Certificate so surrendered is registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such issuance shall pay any transfer or other taxes required by reason of the issuance of shares of Parent Common Stock to a person other than the registered holder of such Certificate or establish to the satisfaction of Parent that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration which the holder thereof has the right to receive in respect of such Certificate pursuant to the provisions of this Article II, certain dividends or other distributions in accordance with Section 2.2(c) and cash in lieu of any fractional share of Parent Common Stock in accordance with Section 2.2(e). No interest shall be paid or will accrue on any cash payable to holders of Certificates pursuant to the provisions of this Article I to a transferee if the Certificate evidencing such 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 have been paid. Until so surrendered, each outstanding Certificate that, prior to the Effective Time, represented Shares will be deemed from and after the Effective Time, for all corporate purposes, other than the payment of dividends and subject to Section 1.6(f), to evidence the ownership of the number of full Parent Shares into which such Shares shall have been so convertedII.

Exchange Procedures. As soon as reasonably practicable Promptly after the Effective TimeTime (and in any event within five (5) Business Days thereafter), Parent will instruct the Exchange Agent to shall mail to each holder of record of Certificates Shares represented by a Certificate (other than holders of Excluded Shares) (i) a letter of transmittal (which shall specify in customary form specifying that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates (or affidavits of loss in lieu of the Certificates as provided in Section 2.2(g)) to the Exchange Agent and shall Agent, such letter of transmittal to be in such form and have such other provisions as Parent and the Company may reasonably specify)agree, and (ii) instructions to effect for surrendering the surrender Certificates (or affidavits of loss in lieu of the Certificates as provided in exchange for Section 2.2(g)) to the certificates evidencing Parent SharesExchange Agent. Upon surrender of a Certificate for cancellation (or affidavit of loss in lieu of the Certificate as provided in Section 2.2(g)) to the Exchange Agent together in accordance with the terms of such letter of transmittal, duly executed, and such other customary documents as may be required pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor (A) certificates evidencing that one or more shares of Parent Common Stock which shall represent, in the aggregate, the whole number of whole shares of Parent Shares which Common Stock that such holder has the right to receive in accordance with the Exchange Ratio in respect of the Shares formerly evidenced by such Certificate, (B) any dividends or other distributions to which such holder is entitled pursuant to Section 1.7(c2.1(a), and (C) cash in respect of fractional shares less any required Tax withholdings as provided in Section 1.6(f) (the Parent Shares, dividends, distributions and cash being, collectively, the "Merger Consideration"2.2(h), and the . The Certificate so surrendered shall forthwith be canceledcancelled. No interest will be paid or accrued on any amount payable upon due surrender of the Certificates. In the event of a transfer of ownership of Shares which that is not registered in the transfer records of the Company as Company, the shares of Parent Common Stock to be exchanged upon due surrender of the Effective Time, Parent Shares, dividends and distributions Certificate may be issued and paid in accordance with this Article I to a such transferee if the Certificate evidencing formerly representing such Shares is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer pursuant and to this Section 1.7(b) and by evidence that any applicable stock transfer taxes Taxes have been paid. Until so surrendered, each outstanding Certificate that, prior to the Effective Time, represented Shares will be deemed from and after the Effective Time, for all corporate purposes, other than the payment of dividends and subject to Section 1.6(f), to evidence the ownership of the number of full Parent Shares into which such Shares shall have been so convertedpaid or are not applicable.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, Parent will instruct the Exchange Agent to mail to each holder of record of Certificates (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 may reasonably specify), and (ii) instructions to effect the surrender of the Certificates in exchange for the certificates evidencing Parent Shares. Upon surrender of a Certificate for cancellation to the Exchange Agent together with such letter of transmittal, duly executed, and such other customary documents as may be required pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor (A) certificates evidencing that number of whole Parent Shares which such holder has the right to receive in accordance with the Exchange Ratio pursuant to Section 1.6(a) in respect of the Shares formerly evidenced by such Certificate, (Bb) the per Share Cash Consideration, (C) any dividends or other distributions to which 5- such holder is entitled pursuant to Section 1.7(c), and (CD) cash in respect of fractional shares as provided in Section 1.6(f) (the Parent SharesStock Consideration, the Cash Consideration, dividends, distributions and cash being, collectively, the "Merger ConsiderationMERGER CONSIDERATION"), and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Shares which is not registered in the transfer records of the Company as of the Effective Time, Parent Shares, dividends and distributions the Merger Consideration may be issued and paid in accordance with this Article I to a transferee if the Certificate evidencing such 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 have been paid. Until so surrendered, each outstanding Certificate that, prior to the Effective Time, represented Shares will be deemed from and after the Effective Time, for all corporate purposes, other than the payment of dividends and subject to Section 1.6(f), to evidence the ownership of the number of full whole Parent Shares into which that represent the Stock Consideration with respect to such Shares shall have been so convertedShares.

Exchange Procedures. As soon as reasonably practicable Promptly after the Effective Time, Parent will instruct the Surviving Corporation shall cause the Exchange Agent to mail to each holder of record of Certificates Shares (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates Shares shall pass, only upon proper delivery of the Certificates Shares to the Exchange Agent Agent, and which letter shall be in such customary form and have such other provisions as Parent may reasonably specify), specify (such letter to be reasonably acceptable to the Company prior to the Effective Time) and (ii) instructions to effect for effecting the surrender of the Certificates such Shares in exchange for the certificates evidencing Parent SharesMerger Consideration. Upon surrender of a Certificate for cancellation the Shares to the Exchange Agent together with such letter of transmittal, duly executedexecuted and completed in accordance with the instructions thereto, and such other customary documents as may reasonably be required pursuant to such instructionsby the Exchange Agent, the holder of such Certificate Shares shall be entitled to receive in exchange therefor (A) certificates evidencing that one or more shares of Parent Common Stock (which shall be in uncertificated book-entry form unless a physical certificate is requested by such holder) representing, in the aggregate, the whole number of whole shares of Parent Shares which Common Stock that such holder has the right to receive in accordance with the Exchange Ratio in respect pursuant to Section 1.08 (after taking into account all shares of the Shares formerly evidenced Company Common Stock then held by such Certificate, holder) and (B) any dividends or other distributions a check in the amount equal to which the cash that such holder is entitled has the right to receive pursuant to the provisions of this Article 2, consisting of cash in lieu of any fractional shares of Parent Common Stock pursuant to Section 1.7(c2.05 and dividends and other distributions pursuant to Section 2.03 (“Cash Payments”), and (C) cash in respect of fractional shares as provided in Section 1.6(f) (the Parent Shares, dividends, distributions and cash being, collectively, the "Merger Consideration"), and the Certificate so surrendered shall forthwith . No interest will be canceledpaid or will accrue on any Cash Payments. In the event of a transfer of ownership of Shares Company Common Stock which is not registered in the transfer records of the Company as of Company, the Effective TimeMerger Consideration and any Cash Payments to which such holder is entitled, Parent Shares, dividends and distributions may be issued and paid in accordance with this Article I respect to such Company Common Stock to such a transferee if the Certificate evidencing such Shares is are presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer pursuant and to this Section 1.7(b) and by evidence that any applicable stock transfer taxes have been paid. Until so surrendered, each outstanding Certificate that, prior to the Effective Time, represented Shares will be deemed from and after the Effective Time, for all corporate purposes, other than the payment of dividends and subject to Section 1.6(f), to evidence the ownership of the number of full Parent Shares into which such Shares shall have been so converted.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, Parent will shall instruct the Exchange Agent to mail to each holder of record (as of Certificates the Effective Time) of a certificate or certificates, which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (the "CERTIFICATES") (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 and shall be in such form and have contain such other provisions as Parent may reasonably specify), ) and (ii) instructions to effect for use in effecting the surrender of the Certificates in exchange for the certificates evidencing representing shares of Parent SharesCommon Stock pursuant to Section 1.09(a), cash in lieu of any fractional shares pursuant to Section 1.09(f) and any dividends or other distributions pursuant to Section 1.10(d). Upon surrender of a Certificate Certificates for cancellation to the Exchange Agent Agent, or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly executed, completed and such other customary documents as may be required pursuant to such instructionsvalidly executed in accordance with the instructions thereto, the holder holders of such Certificate Certificates shall be entitled to receive in exchange therefor (A) certificates evidencing that representing the number of whole shares of Parent Shares Common Stock into which their shares of Company Common Stock were converted pursuant to Section 1.09(a), payment in lieu of fractional shares which such holder has holders have the right to receive in accordance with the Exchange Ratio in respect of the Shares formerly evidenced by such Certificate, (Bpursuant to Section 1.09(f) and any dividends or other distributions to which such holder is entitled payable pursuant to Section 1.7(c), and (C) cash in respect of fractional shares as provided in Section 1.6(f) (the Parent Shares, dividends, distributions and cash being, collectively, the "Merger Consideration"1.10(d), and the Certificate Certificates so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Shares which is not registered in the transfer records of the Company as of the Effective Time, Parent Shares, dividends and distributions may be issued and paid in accordance with this Article I to a transferee if the Certificate evidencing such 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 have been paid. Until so surrendered, each outstanding Certificate that, prior to the Effective Time, represented Shares Certificates will be deemed deemed, from and after the Effective Time, for all corporate purposes, other than the payment of dividends and subject to Section 1.6(f), to evidence only the ownership of the number of full whole shares of Parent Shares Common Stock into which such Shares shares of Company Common Stock shall have been so convertedconverted pursuant to Section 1.09(a) (including any voting, notice or other rights associated with the ownership of such shares of Parent Common Stock under the Certificate of Incorporation or Bylaws of Parent or under Delaware Law) and the right to receive an amount in cash in lieu of the issuance of any fractional shares in accordance with Section 1.09(f) and any dividends or other distributions payable pursuant to Section 1.10(d).

Exchange Procedures. As soon as reasonably practicable after the Effective Time, Parent will instruct the Exchange Agent to shall mail to each holder of record of Certificates a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Optium Common Stock (each a "Certificate" and, collectively, the "Certificates") whose shares were converted pursuant to Section 2.1 into the right to receive shares of Finisar Common Stock (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 Finisar and Optium may reasonably specify), ) and (ii) instructions to effect for use in effecting the surrender of the Certificates in exchange for the certificates evidencing Parent Sharesrepresenting shares of Finisar Common Stock. Upon surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Finisar, together with such letter of transmittal, duly executed, and such other customary documents as may be required pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor (A) certificates evidencing that a certificate representing the number of whole Parent Shares which such holder has the right to receive in accordance with the Exchange Ratio in respect shares of the Shares formerly evidenced by such Certificate, (B) any dividends or other distributions Finisar Common Stock to which such the holder is entitled pursuant to Section 1.7(c), 2.1(b) and (CB) cash (without interest) in respect lieu of fractional shares as provided in Section 1.6(f) (the Parent Shares, dividends, distributions and cash being, collectively, the "Merger Consideration"2.2(f), and the . The Certificate so surrendered shall forthwith immediately be canceledcancelled. In the event of a transfer of ownership of Shares Optium Common Stock which is not registered in the transfer records of Optium, a certificate representing the Company as proper number of shares of Finisar Common Stock to which the Effective Time, Parent Shares, dividends and distributions registered holder is entitled may be issued and paid in accordance with this Article I to a transferee if the Certificate evidencing representing such Shares Optium Common Stock 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 have been paid. Until so surrenderedsurrendered as contemplated by this Section 2.2, each outstanding Certificate that, prior to the Effective Time, represented Shares will shall be deemed from and at any time after the Effective Time, for all corporate purposes, other than Time to represent only the payment right to receive upon such surrender the certificate representing shares of dividends Finisar Common Stock (and subject to cash in lieu of any fractional shares of Finisar Common Stock as contemplated by this Section 1.6(f2.2), to evidence the ownership of the number of full Parent Shares into which such Shares shall have been so converted.

Exchange Procedures. As soon as reasonably practicable after the Merger Effective Time (and in no event later than five (5) Business Days after the Merger Effective Time), Parent will instruct Holdco shall cause the Exchange Agent to mail to each holder of record of Certificates (iShares which were converted pursuant to Section 3.02(b) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to into the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and shall be Merger Consideration instructions for use in such form and have such other provisions as Parent may reasonably specify), and (ii) instructions to effect effecting the surrender of the Certificates Book-Entry Shares in exchange for the certificates evidencing Parent SharesMerger Consideration in book-entry form. Upon surrender receipt of a Certificate for cancellation to an “agent’s message” by the Exchange Agent together with such letter of transmittal, duly executed, and (or such other customary documents evidence, if any, of transfer as the Exchange Agent may be required pursuant to such instructionsreasonably request), the holder of such Certificate a Share which was converted pursuant to Section 3.02(b) into the Merger Consideration shall be entitled to receive in exchange therefor, subject to any required withholding Taxes, the Merger Consideration in book-entry form, without interest (subject to any applicable withholding Tax), for each Share surrendered. The Holdco Ordinary A Shares to be delivered as Merger Consideration shall be settled through DTC and issued in uncertificated book-entry form through the procedures of DTC, unless a physical Holdco Ordinary A Share is required by applicable Law, in which case Holdco shall cause the Exchange Agent to promptly send certificates representing such Holdco Ordinary A Shares to such holder. If payment of the Merger Consideration is to be made to a person other than the person in whose name the surrendered Book-Entry Share in exchange therefor is registered, it shall be a condition of payment that (A) certificates evidencing that number the person requesting such exchange present proper evidence of whole Parent Shares which such holder has the right to receive transfer or shall otherwise be in accordance with the Exchange Ratio in respect of the Shares formerly evidenced by such Certificate, proper form for transfer and (B) the person requesting such payment shall have paid any dividends or transfer and other distributions to which such holder is entitled pursuant to Section 1.7(c), and (C) cash in respect of fractional shares as provided in Section 1.6(f) (the Parent Shares, dividends, distributions and cash being, collectively, the "Merger Consideration"), and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Shares which is not registered in the transfer records Taxes required by reason of the Company as payment of the Effective Time, Parent Shares, dividends and distributions may be issued and paid in accordance with this Article I Merger Consideration to a transferee if the Certificate evidencing such 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 have been paid. Until so surrendered, each outstanding Certificate that, prior to the Effective Time, represented Shares will be deemed from and after the Effective Time, for all corporate purposes, person other than the payment registered holder of dividends and subject to Section 1.6(f), to evidence the ownership of the number of full Parent Shares into which such Shares Book-Entry Share surrendered or shall have established to the reasonable satisfaction of Holdco that such Tax either has been so convertedpaid or is not applicable.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, Parent will instruct the Exchange Agent to shall mail to each holder of record of Certificates a certificate or certificates that, immediately prior to the Effective Time, represented outstanding shares of Company Common Stock (the "Certificates") that were converted (collectively, the "Converted Shares") into shares of Parent Common Stock pursuant to Section 3.1(b), (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates any Certificate shall pass, only upon proper actual delivery of the Certificates such Certificate to the Exchange Agent and shall be in such form and have such other provisions as Parent may reasonably specify), Agent) and (ii) instructions to effect for use in effecting the surrender of the Certificates in exchange for the certificates evidencing representing shares of Parent SharesCommon Stock. Upon surrender of a Certificate for cancellation to the Exchange Agent (or to such other agent or agents as may be appointed by agreement of Parent and the Company), together with such a duly executed letter of transmittal, duly executed, transmittal and such other customary documents as may be required pursuant to such instructionsthe Exchange Agent shall require, the holder of such Certificate shall be entitled to receive in exchange therefor (A) certificates evidencing that a certificate representing the number of whole shares of Parent Shares which Common Stock that such holder has the right to receive in accordance with the Exchange Ratio in respect of the Shares formerly evidenced by such Certificate, (B) any dividends or other distributions to which such holder is entitled pursuant to Section 1.7(c), and (C) cash in respect the provisions of fractional shares as provided in Section 1.6(f) (the Parent Shares, dividends, distributions and cash being, collectively, the "Merger Consideration"), and the Certificate so surrendered shall forthwith be canceledthis Article III. In the event of a transfer of ownership of Converted Shares which that is not registered in the transfer records of the Company as Company, a certificate representing the proper number of the Effective Time, shares of Parent Shares, dividends and distributions Common Stock may be issued and paid in accordance with this Article I to a the transferee if the Certificate evidencing representing such Converted 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 satisfactory to the Exchange Agent that any applicable stock transfer taxes have been paid. If any Certificate shall have been lost, stolen, mislaid or destroyed, then upon receipt of (x) an affidavit of that fact from the holder claiming such Certificate to be lost, mislaid, stolen or destroyed, (y) such bond, security or indemnity, as Parent or the Exchange Agent may reasonably require, and (z) any other documentation necessary to evidence and effect the bona fide exchange thereof, the Exchange Agent shall issue to such holder a certificate representing the number of shares of Parent Common Stock into which the shares represented by such lost, stolen, mislaid or destroyed Certificate shall have been converted. Until so surrenderedsurrendered as contemplated by this Section 3.2, each outstanding Certificate that, prior to the Effective Time, represented Shares will shall be deemed from and at any time after the Effective Time, for all corporate purposes, other than Time to represent only the payment right to receive upon such surrender a certificate representing shares of dividends Parent Common Stock and subject to cash in lieu of any fractional shares of Parent Common Stock as contemplated by this Section 1.6(f), to evidence the ownership of the number of full Parent Shares into which such Shares shall have been so converted3.2.

Exchange Procedures. As soon as reasonably practicable after the Effective TimeTime (and in any case no later than 5 days thereafter), Parent will instruct Surviving Corporation A and Surviving Corporation B shall cause the Exchange Agent to mail (a) to each record holder of a certificate that immediately prior to the Effective Time represented issued and outstanding shares of Parent Common Stock ("Parent Certificates" and together with the Conectiv Certificates, the "Certificates") and (b) to each record holder of an Conectiv Certificate immediately prior to the Effective Time who has not surrendered Conectiv Certificates (i) representing all of the shares of Conectiv Stock owned by such holder pursuant to Section 1.9(b), 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 letter shall be in such customary form and have such other provisions as Parent HoldCo may reasonably specify), specify and (ii) instructions to effect for effecting the surrender of the such Certificates in exchange for the certificates evidencing Parent SharesMerger Consideration or the Conectiv Merger Consideration, as the case may be. Upon surrender of a Certificate for cancellation to the Exchange Agent together with such letter of transmittal, duly executedexecuted and completed in accordance with the instructions thereto, and such other customary documents as may reasonably be required pursuant to such instructionsby the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor (A) certificates evidencing that a certificate representing, in the aggregate, the whole number of whole Parent Shares which shares of HoldCo Common Stock that such holder has the right to receive in accordance with pursuant to Section 1.8 (after taking into account all shares of Conectiv Stock or Parent Common Stock, as the Exchange Ratio in respect of the Shares formerly evidenced case may be, then held by such Certificate, holder) and/or (B) any dividends or other distributions a check in the amount equal to which the cash that such holder is entitled has the right to receive pursuant to Sections 1.8, 2.3 and/or 2.5. No interest will be paid or will accrue on any cash payable pursuant to Section 1.7(c)1.8, and (C) cash in respect of fractional shares as provided in Section 1.6(f) (the Parent Shares, dividends, distributions and cash being, collectively, the "Merger Consideration"), and the Certificate so surrendered shall forthwith be canceled2.3 or 2.5. In the event of a transfer of ownership of Shares Conectiv Stock or Parent Common Stock, as the case may be, which is not registered in the transfer records of Conectiv or Parent, as the Company as case may be, a certificate representing, in the aggregate, the proper number of shares of HoldCo Common Stock and/or a check in the Effective Timeproper amount pursuant to Sections 1.8, Parent Shares, dividends and distributions 2.3 and/or 2.5 may be issued and paid in accordance with this Article I respect to such Conectiv Stock or Parent Common Stock, as the case may be, to such a transferee if the Certificate evidencing formerly representing such Shares shares of Conectiv Stock or Parent Common Stock, as the case may be, is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer pursuant and to this Section 1.7(b) and by evidence that any applicable stock transfer taxes have been paid. Until so surrendered, each outstanding Certificate that, prior Persons who have submitted an effective Form of Election as provided in Section 1.9(b) and surrendered Certificates as provided therein shall be treated as if they have properly surrendered Certificates together with the letter of transmittal pursuant to the Effective Time, represented Shares will be deemed from and after the Effective Time, for all corporate purposes, other than the payment of dividends and subject to this Section 1.6(f), to evidence the ownership of the number of full Parent Shares into which such Shares shall have been so converted2.2.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, Parent will Buyer shall instruct the Exchange Agent to mail to each holder of record of Certificates a Certificate or Certificates, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates a Certificate shall pass, only upon proper delivery of the Certificates such Certificate to the Exchange Agent and shall be in such form and have such other provisions as Parent Buyer may reasonably specify), ) and (ii) instructions to effect the surrender of the Certificates in exchange for the certificates evidencing Parent Sharescash. Upon surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Buyer together with such letter of transmittal, duly executed, and such other customary documents as may be required pursuant to such instructionsinstructions (collectively, the "Transmittal Documents"), the holder of such Certificate shall be entitled to receive in exchange therefor (A) certificates evidencing that number of whole Parent Shares the amount in cash which such holder has the right to receive in accordance with the Exchange Ratio in respect of the Shares formerly evidenced by such Certificate, (B) any dividends or other distributions to which such holder is entitled pursuant to Section 1.7(c), and (C2.1(a) cash in respect of fractional shares as provided in Section 1.6(f) (the Parent Shares, dividends, distributions and cash being, collectively, the "Merger Consideration"), and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of DOCP Shares which is not registered in the transfer records of DOCP, the Company as of the Effective Time, Parent Shares, dividends and distributions applicable Exchange Fund cash may be issued and paid in accordance with this Article I II to a transferee only if the Certificate evidencing such transferred DOCP 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 have been paid. Exchange Fund cash shall be delivered by the Exchange Agent as promptly as practicable following surrender of a Certificate and the related Transmittal Documents, and Exchange Fund cash payments may be made by check (unless otherwise required by a depositary institution in connection with the book-entry delivery of securities). No interest shall be payable on any Exchange Fund cash to be delivered in respect of DOCP Shares regardless of any delay in making payments. Until so surrenderedsurrendered as contemplated by this Section 2.2(b), each outstanding Certificate thatshall be deemed, prior to the Effective Time, represented Shares will be deemed from and at any time after the Effective Time, for all corporate purposes, other than the payment of dividends and subject to Section 1.6(f), to evidence only the ownership of right to receive, upon such surrender, the number of full Parent Shares into which such Shares shall have been so convertedapplicable Exchange Fund cash.

Exchange Procedures. (i) As soon promptly as reasonably practicable after following the Parent Merger Effective TimeTime (but in no event later than two (2) Business Days thereafter), the Surviving Entity of the Parent will instruct Merger shall cause the Exchange Agent to mail (and to make available for collection by hand) (A) to each holder of record of Certificates a Certificate evidencing Company Common Stock, (ix) a letter of transmittal (a “Letter of Transmittal”), which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, pass only upon proper delivery of the Certificates (or affidavits of loss in lieu thereof) to the Exchange Agent Agent, and which Letter of Transmittal shall be in such form and have such other provisions as the Surviving Entity of the Parent Merger may reasonably specify), and (iiy) instructions to effect for use in effecting the surrender of the Certificates in exchange for the certificates Parent Merger Consideration into which the number of shares of Company Common Stock previously represented by such Certificate shall have been converted pursuant to this Agreement, together with any amounts payable in respect of dividends or distributions on shares of Parent Common Stock in accordance with Section 3.4(d) (which instructions shall provide that, at the election of the surrendering holder, (i) Certificates may be surrendered by hand delivery or otherwise or (ii) the Merger Consideration in exchange therefor, together with any amounts payable in respect of dividends or distributions on shares of Parent Common Stock in accordance with Section 3.4(d), may be collected by hand by the surrendering holder or by check or wire transfer to the surrendering holder), (B) to each holder of record of a Certificate evidencing Company Limited Voting Stock, a certificate representing the LVS Merger Consideration into which the number of shares of Company Limited Voting Stock previously represented by such Certificate shall have been converted pursuant to this Agreement, (C) to each holder of a Company Option, a certificate representing an option to acquire shares of Parent Shares. Common Stock, (D) to each holder of a share of Company Restricted Stock, a certificate representing shares of Parent Common Stock in an amount due and payable to such holder pursuant to Section 3.5(b) in respect of such share of Company Restricted Stock, and (E) to each holder of a Company Phantom Share, a certificate representing shares of Parent Common Stock in an amount due and payable to such holder pursuant to Section 3.5(c), if any, in respect of such Company Phantom Share. (ii) Upon surrender of a Certificate (or affidavit of loss in lieu thereof) for cancellation to the Exchange Agent Agent, together with such letter a Letter of transmittal, Transmittal duly executedcompleted and validly executed in accordance with the instructions thereto, and such other customary documents as may reasonably be required pursuant to such instructionsby the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor (A) certificates evidencing the Parent Merger Consideration for each share of Company Common Stock formerly represented by such Certificate pursuant to the provisions of this Article III plus any cash such holder is entitled to receive in lieu of fractional shares of Parent Common Stock that number such holder has the right to receive pursuant to the provisions of whole Parent Shares which Section 3.9 and any amounts that such holder has the right to receive in respect of dividends or distributions on shares of Parent Common Stock in accordance with Section 3.4(d), to be mailed, made available for collection by hand or delivered by wire transfer, within two (2) Business Days following the Exchange Ratio in respect later to occur of (A) the Shares formerly evidenced by such Certificate, Parent Merger Effective Time or (B) any dividends the Exchange Agent’s receipt of such Certificate (or other distributions to which such holder is entitled pursuant to Section 1.7(c), and (C) cash affidavit of loss in respect of fractional shares as provided in Section 1.6(f) (the Parent Shares, dividends, distributions and cash being, collectively, the "Merger Consideration"lieu thereof), and the Certificate (or affidavit of loss in lieu thereof) so surrendered shall be forthwith canceled. The Exchange Agent shall accept such Certificates (or affidavits of loss in lieu thereof) upon compliance with such reasonable terms and conditions as the Exchange Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. Until surrendered as contemplated by this Section 3.4, each Certificate shall be deemed, at any time after the Effective Time, to represent only the right to receive, upon such surrender, the Parent Merger Consideration as contemplated by this Article III. No interest shall be paid or accrued for the benefit of holders of the Certificates on the Merger Consideration payable upon the surrender of the Certificates. (iii) As promptly as practicable following the Effective Time (but in no event later than two (2) Business Days thereafter), the Surviving Entity shall cause the Exchange Agent (A) to issue to each holder of Book-Entry Shares that number of uncertificated whole shares of Parent Common Stock or Parent Limited Voting Stock that such holder is entitled to receive pursuant to Section 3.1(b) in respect of such Book-Entry Shares, and (B) to issue and deliver to each holder of Book-Entry Shares a check or wire transfer for any amounts payable in respect of dividends or distributions on shares of Parent Common Stock in accordance with Section 3.4(d) and any other amount such holder is entitled to receive in lieu of fractional shares of Parent Common Stock that such holder has the right to receive pursuant to the provisions of Section 3.9, in each case, without such holder being required to deliver a Certificate or an executed Letter of Transmittal to the Exchange Agent, and such Book-Entry Shares shall then be canceled. No interest shall be paid or accrued for the benefit of holders of Book-Entry Shares on the Parent Merger Consideration or LVS Merger Consideration payable in respect of the Book-Entry Shares. (iv) In the event of a transfer of ownership of Shares which shares of Company Common Stock or Company Limited Voting Stock that is not registered in the transfer records of the Company as Company, it shall be a condition of the Effective Time, Parent Shares, dividends and distributions may be issued and paid payment that any Certificate surrendered in accordance with the procedures set forth in this Article I Section 3.4(c) shall be properly endorsed or shall be otherwise in proper form for transfer, or any Book-Entry Share shall be properly transferred, and that the Person requesting such payment shall have paid any transfer Taxes and other Taxes required by reason of the payment of the Merger Consideration to a transferee if the Certificate evidencing such 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 have been paid. Until so surrendered, each outstanding Certificate that, prior to the Effective Time, represented Shares will be deemed from and after the Effective Time, for all corporate purposes, person other than the payment of dividends and subject to Section 1.6(f), to evidence the ownership registered holder of the number of full Parent Shares into which such Shares Certificate or Book-Entry Share surrendered or shall have established to the satisfaction of Parent that such Tax either has been so convertedpaid or is not applicable.

Exchange Procedures. As Parent shall cause transmittal materials reasonably agreed upon by Parent and the Company prior to the Closing to be mailed as soon as reasonably practicable after the Effective Time, Parent will instruct Time by the Exchange Agent to mail to each holder of record as of Certificates the Effective Time of Company Shares (iother than Excluded Company Shares) a letter represented by Certificates. Such transmittal materials shall advise the holders of transmittal (which shall specify that delivery shall be effected, such Company Shares of the effectiveness of the Merger and risk of loss and title to the Certificates shall pass, only upon proper delivery of procedure for surrendering the Certificates to the Exchange Agent and shall be in such form and have such other provisions as Parent may reasonably specify), and (ii) instructions to effect the surrender of the Certificates in exchange for the certificates evidencing Parent SharesAgent. Upon the surrender of a Certificate for cancellation (or affidavit of loss in lieu thereof in accordance with Section 4.2(g)) to the Exchange Agent together in accordance with such letter the terms of transmittal, duly executed, and such other customary documents as may be required pursuant to such instructionsthe transmittal materials, the holder of such the Certificate shall be entitled to receive in exchange therefor exchange, and in respect of, such Certificate (Ai) certificates evidencing a certificate representing that number of whole shares of Parent Shares which Common Stock that such holder is entitled to receive pursuant to this Article IV, (ii) a check in the amount (after giving effect to any required tax withholdings) of (A) any cash payable pursuant to Section 4.2(e) in lieu of fractional shares plus (B) any unpaid dividends or other distributions with respect to the Parent Common Stock that such holder has the right to receive in accordance with the Exchange Ratio in respect of the Shares formerly evidenced by such Certificate, (B) any dividends or other distributions to which such holder is entitled pursuant to Section 1.7(c4.2(c), and (C) cash and, in respect of fractional shares as provided in Section 1.6(f) (the Parent Shareseach case, dividends, distributions and cash being, collectively, the "Merger Consideration"), and the Certificate so surrendered shall forthwith be canceledcancelled. No interest will be paid or accrued on any amount payable upon due surrender of the Certificates. In the event of a transfer of ownership of Company Shares which that is not registered in the transfer records of the Company as Company, a certificate representing the proper number of shares of Parent Common Stock, together with a check for any cash to be paid upon due surrender of the Effective TimeCertificate and any other dividends or distributions in respect thereof, Parent Shares, dividends and distributions may be issued and and/or paid in accordance with this Article I to such a transferee if the Certificate evidencing formerly representing such Company Shares is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer pursuant and to this Section 1.7(b) and by evidence that any applicable stock transfer taxes Taxes have been paid. Until so If any certificate for shares of Parent Common Stock is 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 such exchange that the Person requesting such exchange shall pay any transfer or other Taxes required by reason of the issuance of certificates representing shares of Parent Common Stock in a name other than that of the registered holder of the Certificate surrendered, each outstanding Certificate that, prior or shall establish to the Effective Timesatisfaction of Parent or the Exchange Agent that such Tax has been paid or is not applicable. For the purposes of this Agreement, represented Shares will be deemed from and after the Effective Timeterm "Person" shall mean any individual, for all corporate purposes, other than the payment of dividends and subject to Section 1.6(fcorporation (including not-for-profit), to evidence the ownership general or limited partnership, limited liability company, joint venture, estate, trust, association, organization, Governmental Entity or other entity of the number of full Parent Shares into which such Shares shall have been so convertedany kind or nature.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, Parent Merger Sub will instruct the Exchange Agent to mail to each holder of record of Certificates a certificate or certificates which immediately prior to the Effective Time evidenced outstanding shares of Common Stock (other than Dissenting Shares and shares to be canceled pursuant to Section 2.01(b)) (the "Certificates"), (i) a form 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 Merger Sub may reasonably specify), ) and (ii) instructions to effect for use in effecting the surrender of the Certificates in exchange for the certificates evidencing Parent SharesMerger Consideration. Upon surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Merger Sub, together with such a letter of transmittal, duly executed, and such other customary documents as may be required pursuant to such instructionsinstructions (collectively, the "Transmittal Documents"), the holder of such Certificate shall be entitled to receive in exchange therefor (A) certificates evidencing that number the Merger Consideration for each share of whole Parent Shares which such holder has the right to receive in accordance with the Exchange Ratio in respect of the Shares Common Stock formerly evidenced represented by such Certificate, (B) without any dividends or other distributions to which such holder is entitled pursuant to Section 1.7(c)interest thereon, and (C) cash in respect less any required withholding of fractional shares as provided in Section 1.6(f) (the Parent Shares, dividends, distributions and cash being, collectively, the "Merger Consideration")taxes, and the Certificate so surrendered shall forthwith thereupon be canceled. In the event of a transfer of ownership of Shares shares of Common Stock which is not registered in the transfer records of the Company as of Company, the Effective Time, Parent Shares, dividends and distributions Merger Consideration may be issued and paid in accordance with this Article I II to a the transferee of such shares if the Certificate evidencing such Shares shares of Common Stock is presented to the Exchange Agent, accompanied Agent and is properly endorsed or otherwise in proper form for transfer. The signature on the Certificate or any related stock power must be properly guaranteed and the person requesting payment of the Merger Consideration must either pay any transfer or other taxes required by all documents reason of the payment to a person other than the registered holder of the Certificate so surrendered or establish to the Surviving Corporation that such tax has been paid or is not applicable. The Merger Consideration will be delivered by the Exchange Agent as promptly as practicable following surrender of a Certificate and the related Transmittal Documents. Cash payments may be made by check unless otherwise required to evidence and effect by a depositary institution in connection with the book-entry delivery of securities. No interest will be payable on such transfer pursuant to Merger Consideration. Until surrendered in accordance with this Section 1.7(b) and by evidence that any applicable stock transfer taxes have been paid. Until so surrendered2.02, each outstanding Certificate that, prior to the Effective Time, represented Shares will shall be deemed from and at any time after the Effective TimeTime to evidence only the right to receive, upon such surrender, the Merger Consideration for all corporate purposes, each share of Common Stock formerly represented by such Certificate. The Exchange Fund shall not be used for any purpose other than as set forth in this Article II. Any interest, dividends or other income earned on the payment investment of dividends and subject to Section 1.6(f), to evidence cash held in the ownership Exchange Fund shall be for the account of the number of full Parent Shares into which such Shares shall have been so convertedSurviving Corporation.

Exchange Procedures. As soon as reasonably practicable Promptly (and in any event within two (2) business days), after the Effective Time, Parent will instruct the Exchange Surviving Corporation shall cause the Paying Agent to mail to each holder of record shares of Certificates Common Stock (other than Excluded Shares) (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 delivery of the Certificates (or affidavits of loss in lieu thereof as provided in Section 5.2(f)) to the Exchange Agent and shall Paying Agent, such letter of transmittal to be in such customary form and to have such other provisions as Parent and the Company may reasonably specify)agree, and (ii) instructions to effect for use in effecting the surrender of the Certificates (or affidavits of loss in lieu thereof as provided in Section 5.2(f)) in exchange for the certificates evidencing Parent Sharesamount to which such holder of shares of Common Stock is entitled as a result of the Merger pursuant to Section 5.1(a). If any Excluded Shares cease to be an Excluded Share pursuant to Section 5.2(a), the Surviving Corporation shall cause the Paying Agent promptly (and in any event within two (2) business days) after such Excluded Shares cease to be an Excluded Share to mail to the holder of such shares of Common Stock the letter of transmittal and instructions referred to in the immediately preceding sentence, with respect to such shares of Common Stock. Upon delivery of such letter of transmittal by any holder of shares of Common Stock (other than Excluded Shares), duly completed and duly executed in accordance with its instructions and the surrender to the Paying Agent of a Certificate for cancellation that immediately prior to the Exchange Agent together with Effective Time represented such letter shares of transmittal, duly executed, and such other customary documents Common Stock (or affidavit of loss in lieu thereof as may be required pursuant to such instructionsprovided in Section 5.2(f)), the holder of such Certificate shall be entitled to receive in exchange therefor a cash amount in immediately available funds (A) certificates evidencing that number of whole Parent Shares which such holder has the right after giving effect to receive in accordance with the Exchange Ratio in respect of the Shares formerly evidenced by such Certificate, (B) any dividends or other distributions to which such holder is entitled pursuant to Section 1.7(c), and (C) cash in respect of fractional shares required Tax withholdings as provided in Section 1.6(f5.2(h)) equal to the product of (x) the Parent Shares, dividends, distributions number of shares of Common Stock represented by such Certificate (or affidavit of loss in lieu thereof as provided in Section 5.2(f)) and cash being, collectively, (y) the "Per Share Merger Consideration"), and the Certificate so surrendered shall forthwith be canceledcancelled. No interest will be paid or accrued on any amount payable upon due surrender of the Certificates. In the event of a transfer of ownership of Shares which shares of Common Stock that is not registered in the transfer records of the Company as of Company, a check for any cash to be delivered upon compliance with the Effective Time, Parent Shares, dividends and distributions procedures described above may be issued and paid in accordance with this Article I to a the transferee if the Certificate evidencing such Shares applicable letter of transmittal is presented to the Exchange Agent, accompanied by all documents reasonably required to evidence and effect such transfer pursuant and to this Section 1.7(b) and by evidence that any applicable stock transfer taxes have been paid. Until so surrendered, each outstanding Certificate that, prior to the Effective Time, represented Shares will be deemed from and after the Effective Time, for all corporate purposes, other than the payment of dividends and subject to Section 1.6(f), to evidence the ownership of the number of full Parent Shares into which such Shares shall have been so convertedpaid or are not applicable.

Exchange Procedures. As (a) Promptly after the Effective Time, Buyer shall deposit with the Exchange Agent, for exchange in accordance with this Section 3.3, the Merger Consideration and cash in an aggregate amount sufficient for payment in lieu of fractional shares of Buyer Common Stock to which holders of Seller Common Stock may be entitled pursuant to Section 3.8 (collectively, the “Exchange Fund”). In the event the cash in the Exchange Fund shall be insufficient to fully satisfy all of the payment obligations to be made by the Exchange Agent hereunder (including pursuant to Section 3.8), Buyer shall 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 Buyer Common Stock out of the Exchange Fund. Except as contemplated by this Section 3.3 and Section 3.9, the Exchange Fund will not be used for any other purpose. (b) Unless different timing is agreed to by Buyer and Seller, as soon as reasonably practicable after the Effective Time, Parent will instruct but in any event no more than seven business days after the Effective Time, Buyer shall cause the Exchange Agent to mail to each holder the former shareholders of record of Certificates (i) a letter of Seller appropriate transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates certificates or other instruments theretofore representing shares of Seller Common Stock shall pass, only upon proper delivery of the Certificates such certificates or other instruments to the Exchange Agent and shall be in such form and have such other provisions as Parent may reasonably specifyAgent), and (ii) instructions to effect the surrender of the Certificates in exchange for the certificates evidencing Parent Shares. Upon surrender of a Certificate for cancellation to the Exchange Agent together with such letter of transmittal, duly executed, and such other customary documents as may be required pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor (A) certificates evidencing that number of whole Parent Shares which such holder has the right to receive in accordance with the Exchange Ratio in respect of the Shares formerly evidenced by such Certificate, (B) any dividends or other distributions to which such holder is entitled pursuant to Section 1.7(c), and (C) cash in respect of fractional shares as provided in Section 1.6(f) (the Parent Shares, dividends, distributions and cash being, collectively, the "Merger Consideration"), and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Shares which is shares of Seller Common Stock represented by one or more certificates that are not registered in the transfer records of Seller, the Company Per Share Purchase Price payable for such shares as of the Effective Time, Parent Shares, dividends provided in Sections 3.1 and distributions 3.2 may be issued and paid in accordance with this Article I to a transferee if the Certificate evidencing certificate or certificates representing such Shares is presented shares are delivered 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 reasonably satisfactory to the Exchange Agent that such transfer is proper and that any applicable stock transfer taxes have been paid. Until so surrendered, each outstanding Certificate that, prior to In the Effective Time, represented Shares will be deemed from and after the Effective Time, for all corporate purposes, other than the payment of dividends and subject to Section 1.6(f), to evidence the ownership of the number of full Parent Shares into which such Shares event any certificate representing Seller Common Stock certificate shall have been so convertedlost, mutilated, stolen, or destroyed, upon the making of an affidavit of that fact by the person claiming such certificate to be lost, stolen, mutilated, or destroyed and the posting by such person of a bond in such amount as Buyer 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. The Exchange Agent may establish such other reasonable and customary rules and procedures in connection with its duties as it may deem appropriate. Buyer 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.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, Parent will instruct the Exchange Agent to mail to each holder of record of Certificates a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (the “Certificates”) that were converted pursuant to Section 2.1(a) into the right to receive the Merger Consideration (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 may reasonably specifyspecify that are not inconsistent with the terms of this Agreement), and (ii) instructions to effect for use in effecting the surrender of the Certificates in exchange for the certificates evidencing Parent SharesMerger Consideration. Upon surrender of a Certificate for cancellation to the Exchange Agent together with such letter of transmittal, duly executed, and such other customary documents as may be required pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor (A) certificates evidencing that number of whole shares of Parent Shares Common Stock which such holder has the right to receive in accordance with the Exchange Ratio Section 2.1(a) in respect of the Shares shares of Company Common Stock formerly evidenced by such Certificate, (B) any dividends or other distributions to which such holder is entitled pursuant to Section 1.7(c2.2(c), and (C) any cash in respect lieu of any fractional shares as provided in of Parent Common Stock to which such holder is entitled pursuant to Section 1.6(f) (the Parent Shares2.2(d), dividends, distributions and cash being, collectively, the "Merger Consideration")after giving effect to any tax withholdings required by applicable law, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Shares shares of Company Common Stock which is not registered in the transfer records of the Company as of the Effective Time, a certificate representing the proper number of shares of Parent Shares, dividends and distributions Common Stock may be issued and paid in accordance with this Article I to a transferee if the Certificate evidencing such Shares Company Common Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer pursuant to this Section 1.7(b2.2(b) and by evidence that any applicable stock transfer taxes have been paid. Until so surrendered, each outstanding Certificate that, prior to the Effective Time, represented Shares shares of Company Common Stock will be deemed deemed, from and after the Effective Time, for all corporate purposes, to represent only the right to receive upon surrender a certificate representing shares of Parent Common Stock, any dividends or other than the payment of dividends and subject distributions payable pursuant to Section 1.6(f2.2(c) and any cash in lieu of any fractional shares of Parent Common Stock payable pursuant to Section 2.2(d), to evidence in accordance with the ownership terms of the number of full Parent Shares into which such Shares shall have been so convertedthis Agreement.

Exchange Procedures. As soon as reasonably practicable after At the Closing, a certificate or certificates of Company Common Stock which immediately prior to the Effective Time, Parent will instruct Time represented outstanding shares of Company Common Stock (the Exchange Agent to mail to each holder of record of Certificates (i"CERTIFICATES") 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 may reasonably specify), and (ii) instructions to effect the surrender of the Certificates surrendered in exchange for the certificates evidencing Parent Sharesrepresenting shares of XxXxxx Common Stock. Upon surrender of a Certificate for cancellation to the Exchange Agent XxXxxx, together with such letter of transmittal, duly executed, and such other customary documents Documents as may be required pursuant to such instructionsrequired, the holder of such Certificate shall be entitled to receive in exchange therefor (Ai) certificates evidencing a certificate representing that number of whole Parent Shares shares of XxXxxx Common Stock which such holder has the right to receive in accordance with the Exchange Ratio in respect of the Shares formerly evidenced such Certificate (after taking into account all shares of Company Common Stock then held by such Certificateholder under all such Certificates so surrendered), (B) together with any dividends or other distributions to which such holder is entitled pursuant to Section 1.7(c2.02(c), and (Cii) cash in respect lieu of fractional shares as provided in of XxXxxx Common Stock to which such holder is entitled pursuant to Section 1.6(f) (the Parent Shares, dividends, distributions and cash being, collectively, the "Merger Consideration"2.02(e), and the Certificate . The Certificates so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Shares which shares of Company Common Stock that is not registered in the transfer records of the Company as Company, the proper number of the Effective Time, Parent Shares, dividends and distributions shares of XxXxxx Common Stock may be issued and paid in accordance with this Article I pursuant hereto to a transferee if the Certificate evidencing Certificates representing such Shares is shares of Company Common Stock, properly endorsed or otherwise in proper form for transfer, are presented to the Exchange AgentXxXxxx, accompanied by all documents Documents required to evidence and effect such transfer pursuant to this Section 1.7(b) and by evidence that any applicable stock transfer taxes have been paid. Until so surrenderedsurrendered as contemplated by this Section 2.02, each outstanding Certificate that, prior to the Effective Time, represented Shares will shall be deemed from and at any time after the Effective TimeTime to represent only the right to receive upon such surrender Merger Consideration issuable in exchange therefor, for all corporate purposes, together with any dividends or other than the payment of dividends and subject distributions to which such holder is entitled pursuant to Section 1.6(f2.02(c), . No interest will be paid or will accrue on any cash payable pursuant to evidence the ownership of the number of full Parent Shares into which such Shares shall have been so convertedSections 2.02(c) or 2.02(e).

Exchange Procedures. As soon as reasonably practicable after the Effective Time, Parent will instruct shall cause the Exchange Agent to mail to each holder of record of Certificates a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (the “Certificates”) whose shares were converted pursuant to Section 2.01 into the right to receive shares of Parent Common Stock and Cash Consideration (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 the Company and Parent may reasonably specify), specify and (ii) instructions to effect for effecting the surrender of the Certificates in exchange for certificates representing shares of Parent Common Stock and the certificates evidencing Cash Consideration (plus cash in lieu of fractional shares, if any, of Parent SharesCommon Stock as provided below). Upon surrender of 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 executedcompleted and validly executed in accordance with the instructions thereto, and such other customary documents as may reasonably be required pursuant to such instructionsby the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor (A) certificates evidencing a certificate representing that number of whole shares of Parent Shares Common Stock into which such the holder’s shares of Company Common Stock were converted pursuant to Section 2.01(b) and a check representing (1) the Cash Consideration and (2) cash in lieu of fractional shares which the holder has the right to receive in accordance with the Exchange Ratio in respect of the Shares formerly evidenced by such Certificate, (Bpursuant to Section 2.02(e) and any dividends or other distributions which the holder has the right to which such holder is entitled receive pursuant to Section 1.7(c), and (C) cash in respect of fractional shares as provided in Section 1.6(f) (the Parent Shares, dividends, distributions and cash being, collectively, the "Merger Consideration"2.02(c), and the Certificate so surrendered shall forthwith immediately be canceled. In the event of a transfer of ownership of Shares Company Common Stock which is not registered in the transfer records of the Company as Company, a certificate representing the proper number of shares of Parent Common Stock determined in accordance with Section 2.01(b) and a check representing (1) the Effective Time, Parent Shares, Cash Consideration and (2) cash in lieu of fractional shares which the holder is entitled to receive pursuant to Section 2.02(e) and any dividends and or other distributions which the holder is entitled to receive pursuant to Section 2.02(c) may be issued and paid in accordance with this Article I to a transferee if the Certificate evidencing representing such Shares Company Common Stock 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 have been paid. Until so surrenderedsurrendered as contemplated by this Section 2.02, each outstanding Certificate that, prior to the Effective Time, represented Shares will shall be deemed from and at any time after the Effective TimeTime to represent only the right to receive, for all corporate purposesupon such surrender, other than a certificate representing shares of Parent Common Stock into which the payment holders of dividends and subject shares of Company Common Stock were converted pursuant to Section 1.6(f2.01(b) and a check representing (1) the Cash Consideration and (2) cash in lieu of any fractional shares of Parent Common Stock as contemplated by Section 2.02(e) and any dividends or other distributions pursuant to Section 2.02(c), to evidence the ownership of the number of full Parent Shares into which such Shares shall have been so converted.

Exchange Procedures. As (a) At the Effective Time of the Merger, Parent shall deposit with the Exchange Agent for the benefit of the holders of shares of Company Stock outstanding immediately prior to the Effective Time of the Merger, for exchange in accordance with this Section 2.5 through the Exchange Agent, cash in the amount of the aggregate Merger Consideration payable to (i) such holders of Company Stock pursuant to Section 2.2 in exchange for their shares of Company Stock and (ii) such holders of Company Stock Options, pursuant to Section 12.2 in exchange for their Company Stock Options (collectively, the “Exchange Fund”). (b) Parent shall direct the Exchange Agent to mail, as soon as reasonably practicable after the Effective TimeTime of the Merger, Parent will instruct the Exchange Agent to mail to each holder of record of Certificates shares of Company Stock which are represented by (x) a certificate or certificates which immediately prior to the Effective Time of the Merger represented outstanding shares of Company Stock (the “Certificates”) or (y) an entry to that effect in the shareholder records maintained on behalf of Company by the Company stock transfer agent (the “Book Entry Shares”), whose shares were converted into the right to receive the Merger Consideration pursuant to Section 2.2 hereof, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates (if any) 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 Company may reasonably specify), and (ii) instructions to effect for use in effecting the surrender of the Certificates or authorizing transfer and cancellation of Book Entry Shares in exchange for the certificates evidencing Parent SharesMerger Consideration. Upon surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent, or authorizing transfer of Book Entry Shares, together with such letter of transmittal, duly executed, and such other customary documents as may be required pursuant to such instructions, the holder of such Certificate shares of Company stock shall be entitled to receive in exchange therefor (A) certificates evidencing that number the amount of whole Parent Shares the Merger Consideration which such holder has the right to receive in accordance with the Exchange Ratio in respect of the Shares formerly evidenced by such Certificate, (B) any dividends or other distributions to which such holder is entitled pursuant to Section 1.7(c)2.2 hereof, and (C) cash in respect of fractional shares as provided in Section 1.6(f) (the Parent Shares, dividends, distributions and cash being, collectively, the "Merger Consideration"), and the any Certificate so surrendered shall forthwith be canceledcancelled. In Until surrendered as contemplated by this Section 2.5, each Certificate and any Book Entry Shares shall be deemed at any time after the event Effective Time of a the Merger to represent only the right to receive upon such surrender the Merger Consideration to be paid in consideration therefor upon surrender of such Certificate or transfer of ownership of Shares which is not registered in the transfer records of the Company as of the Effective Time, Parent Book Entry Shares, dividends as the case may be, as contemplated by this Section 2.5. Notwithstanding anything to the contrary set forth herein, if any holder of shares of Company Stock that are not Book Entry Shares should be unable to surrender the Certificates for such shares, because they have been lost or destroyed, such holder shall, if required by Parent or Exchange Agent, deliver in lieu thereof a bond in form and distributions may substance and with surety reasonably satisfactory to Parent and shall be issued and entitled to receive the Merger Consideration to be paid in consideration therefor in accordance with this Article I to a transferee if the Certificate evidencing such Shares is presented to the Exchange AgentSection 2.2 hereof. (c) If, 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 have been paid. Until so surrendered, each outstanding Certificate that, prior to the Effective Time, represented Shares will be deemed from and after the Effective TimeTime of the Merger, Certificates or Book Entry Shares are presented to Parent for all corporate purposesany reason, other than they shall be cancelled and exchanged as provided in this Agreement. (d) Any portion of the Exchange Fund which remains undistributed to the shareholders of Company following the passage of six months after the Effective Time of the Merger shall be delivered to the Surviving Corporation, upon demand, and any shareholders of Company who have not theretofore complied with this Section 2.5 shall thereafter look only to the Surviving Corporation and/or Parent for payment of dividends and subject their claim for the Merger Consideration payable in consideration for any Certificate or transfer of any Book Entry Shares, without interest. (e) Except as otherwise required by law, none of Parent, Company or the Surviving Corporation shall be liable to Section 1.6(f)any holder of shares of Company Stock for such cash from the Exchange Fund delivered to a public official pursuant to any applicable abandoned property, to evidence the ownership of the number of full Parent Shares into which such Shares shall have been so convertedescheat or similar law.

Exchange Procedures. (i) As soon promptly as reasonably practicable (and in any event within five (5) Business Days) after the Effective Time, Parent will instruct the Buyer shall cause the Exchange Agent to mail to each person who was, at the Effective Time, a holder of record of Certificates Company Shares entitled to receive the Merger Consideration pursuant to Section 2.1(c): (iA) a letter of transmittal (which shall be in customary form and shall specify that delivery shall be effected, and risk of loss and title to the Certificates Company Shares shall be deemed to pass, only upon proper delivery of the Certificates (or affidavits of loss in lieu thereof together with any required indemnity pursuant to Section 2.2(j)) or transfer of the Book-Entry Company Shares to the Exchange Agent and shall be in such form and have such other provisions as Parent may reasonably specify), Agent) and (iiB) instructions to effect for use in effecting the surrender of the Certificates in exchange for or transfer of the certificates evidencing Parent Shares. Book-Entry Company Shares pursuant to such letter of transmittal. (ii) Upon (A) surrender to the Exchange Agent of a Certificate for cancellation to the Exchange Agent cancellation, together with such letter of transmittaltransmittal properly completed and validly executed in accordance with the instructions thereto, duly executedor (B) receipt by the Exchange Agent of an “agent’s message” in the case of Book-Entry Company Shares and, and in each case, such other customary documents as may be reasonably required pursuant to such instructions, the holder of such Certificate Company Shares shall be entitled to receive promptly in exchange therefor (A) certificates evidencing cash in the amount equal to the Cash Consideration that number of whole Parent Shares which such holder has the right to receive pursuant to Section 2.1(c), book-entry shares representing the Stock Consideration that such holder has the right to receive pursuant to Section 2.1(c), cash in accordance with the Exchange Ratio in respect lieu of the Shares formerly evidenced by any fractional shares of Buyer Common Stock such Certificate, (Bholder is entitled to receive pursuant to Section 2.2(e) and any dividends or other distributions to which such holder is entitled to receive pursuant to Section 1.7(c2.2(c), and (C) cash in respect of fractional shares as provided in Section 1.6(f) (the Parent Shares, dividends, distributions and cash being, collectively, the "Merger Consideration"), ; and the Certificate Certificates or Book-Entry Company Shares so surrendered shall forthwith be canceledcancelled. In the event of a transfer of ownership of Company Shares which is not registered in the transfer records of the Company as Company, cash in the amount equal to the Cash Consideration that such holder has the right to receive pursuant to Section 2.1(c), book-entry shares representing the Stock Consideration that such holder has the right to receive pursuant to Section 2.1(c), cash in lieu of the Effective Time, Parent Shares, any fractional shares of Buyer Common Stock such holder is entitled to receive pursuant to Section 2.2(e) and any dividends and or other distributions such holder is entitled to receive pursuant to Section 2.2(c) may be issued and paid in accordance with this Article I to a transferee if the Certificate evidencing or Book-Entry Company Shares representing such Company Shares is are 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. Until so surrenderedsurrendered as contemplated by Section 2.1(c) and this Section 2.2, each outstanding Certificate that, prior to the Effective Time, represented Shares will or Book-Entry Company Share shall be deemed from and at all times after the Effective TimeTime to represent only the right to receive upon such surrender, for all corporate purposesin each case, other than without interest, the payment Merger Consideration, cash in lieu of dividends and subject any fractional shares of Buyer Common Stock the holder of such Certificate or Book-Entry Company Share is entitled to receive pursuant to Section 1.6(f2.2(e) and any dividends or other distributions such holder is entitled to receive pursuant to Section 2.2(c), to evidence the ownership of the number of full Parent Shares into which such Shares shall have been so converted.

Exchange Procedures. As soon promptly as reasonably practicable after the Effective Time, Parent will instruct the Company shall cause the Exchange Agent to mail or deliver to each holder of record of a Certificate or Certificates whose shares were converted pursuant to Section 2.2 into the right to receive shares of Company Common Stock (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 Spinco and the Company may reasonably specify), ) and (ii) instructions to effect for the use of such letter of transmittal in effecting the surrender of the Certificates in exchange for certificates representing the certificates evidencing Parent Sharesshares of Company Common Stock that such holder has the right to receive pursuant to this Article II. Upon surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Spinco and the Company, together with such letter of transmittal, duly executed, and such any other customary documents as may be required pursuant to such instructionsdocuments, the holder of such Certificate shall be entitled to receive in exchange therefor (A) certificates evidencing that a certificate representing the number of whole Parent Shares which shares of Company Common Stock that such holder has the right to receive in accordance with the Exchange Ratio in respect of the Shares formerly evidenced by such Certificate, pursuant to this Article II (B) and any dividends or other distributions to which such holder is entitled pursuant to Section 1.7(c2.8(c), and (C) cash in respect of fractional shares as provided in Section 1.6(f) (the Parent Shares, dividends, distributions and cash being, collectively, the "Merger Consideration"), and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Shares which shares of Spinco Common Stock that is not registered in the transfer records of Spinco, a certificate representing the proper number of shares of Company as of the Effective Time, Parent Shares, Common Stock (and any dividends and or distributions pursuant to Section 2.8(c)) may be issued and paid in accordance with this Article I to a transferee if only on the condition that the Certificate evidencing formerly representing such Shares shares of Spinco Common Stock is presented to the Exchange Agent, properly endorsed, and 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 have been paidpaid or that no such taxes are applicable. Until so surrenderedsurrendered as contemplated by this Section 2.8, each outstanding Certificate that, prior to the Effective Time, represented Shares will shall be deemed from and at any time after the Effective Time, for all corporate purposes, other than Time to represent only the payment right to receive upon such surrender a certificate representing shares of Company Common Stock (and any dividends and subject or distributions pursuant to Section 1.6(f2.8(c)). The Exchange Agent shall not be entitled to vote or exercise any rights of ownership with respect to the Company Common Stock held by it from time to time hereunder, to evidence except that it shall receive and hold all dividends or other distributions paid or distributed with respect thereto for the ownership account of the number of full Parent Shares into which such Shares persons entitled thereto. If any Certificate shall have been so convertedlost, stolen, mislaid or destroyed, upon the making of an affidavit of that fact by the person claiming such Certificate to be lost, stolen, mislaid or destroyed, the Company shall cause to be delivered in exchange for such lost, stolen, mislaid or destroyed Certificate the consideration deliverable in respect thereof as determined in accordance with this Article II. When authorizing the delivery of such consideration in exchange therefor, the Company may, in its sole discretion and as a condition precedent to the delivery thereof, require the owner of such lost, stolen, mislaid or destroyed Certificate to give the Company a bond, in form and substance reasonably satisfactory to the Company, and in such sum as the Company may reasonably direct, as indemnity against any claim that may be made against the Company or the Exchange Agent with respect to the Certificate alleged to have been lost, stolen, mislaid or destroyed.

Exchange Procedures. As soon as reasonably practicable after the Acquisition Merger Effective Time, Parent will Nanometrics Delaware shall instruct the Exchange Agent to mail to each holder of record of Certificates a certificate or certificates which immediately prior to the Acquisition Merger Effective Time represented outstanding shares of Company Common Stock (the "Certificates") that were converted pursuant to Section 2.6(a) into the right to receive the Merger Consideration (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 Nanometrics Delaware may reasonably specify), specify that are not inconsistent with the terms of this Agreement) and (ii) instructions to effect for use in effecting the surrender of the Certificates in exchange for the certificates evidencing Parent SharesMerger Consideration, the cash amount in lieu of any fractional shares pursuant to Section 3.2(d) and any dividends or distributions payable pursuant to Section 3.2(e). Upon surrender of a Certificate for cancellation to the Exchange Agent together with such letter of transmittal, duly executed, and such other customary documents as may be required pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor (A) certificates evidencing that number of whole Parent Shares the Merger Consideration which such holder has the right to receive in accordance with the Exchange Ratio pursuant to Section 2.6(a) in respect of the Shares shares of Company Common Stock formerly evidenced by such Certificate, (B) cash in lieu of any fractional shares of Nanometrics Delaware Common Stock to which such holder is entitled pursuant to Section 3.2(d), and (C) any dividends or other distributions to which such holder is entitled pursuant to Section 1.7(c3.2(d), and (C) cash in respect of fractional shares as provided in Section 1.6(f) (the Parent Shares, dividends, distributions and cash being, collectively, the "Merger Consideration")after giving effect to any tax withholdings required by applicable Law, and the Certificate so surrendered shall forthwith be canceledcancelled. In the event of a transfer of ownership of Shares shares of Company Common Stock which is not registered in the transfer records of the Company as of the Acquisition Merger Effective Time, Parent Shares, dividends and distributions a certificate representing the proper number of shares of Nanometrics Delaware Common Stock may be issued and paid in accordance with this Article I to a transferee if the Certificate evidencing such Shares Company Common Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer pursuant to this Section 1.7(b3.2(b) and by evidence that any applicable stock transfer taxes have been paid. Until so surrendered, each outstanding Certificate that, prior to the Acquisition Merger Effective Time, represented Shares shares of Company Common Stock will be deemed deemed, from and after the Acquisition Merger Effective Time, for all corporate purposes, other than to represent only the payment right to receive upon surrender the Merger Consideration and any cash in lieu of dividends and subject any fractional shares of Nanometrics Delaware Common Stock payable pursuant to Section 1.6(f3.2(d), to evidence in accordance with the ownership terms of the number of full Parent Shares into which such Shares shall have been so convertedthis Agreement.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, Parent will ALHC shall instruct the Exchange Agent to mail to each holder of record of Certificates (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 ALHC may reasonably specify), and (ii) instructions to effect the surrender of the Certificates in exchange for the certificates evidencing Parent Sharesshares of ALHC Common Stock. Upon surrender of a Certificate for cancellation to the Exchange Agent together with such letter of transmittal, duly executed, and such other customary documents as may be required pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor (A) certificates evidencing that number of whole Parent Shares which shares of ALHC Common Stock that such holder has the right to receive in accordance with the Exchange Ratio Section 1.6.1 in respect of the AUSA Shares formerly evidenced by such Certificate, Certificate and (B) any dividends or other distributions to which such holder is entitled pursuant to Section 1.7(c)1.7.3, and (C) cash in respect of fractional shares as provided in Section 1.6(f) each case without any interest thereon (the Parent Shares, dividends, distributions and cash being, collectively, the "“Merger Consideration"”), and the Certificate so surrendered shall forthwith be canceledcancelled. In the event of a transfer of ownership of AUSA Shares which is that are not registered in the transfer records of the Company AUSA as of the Effective Time, Parent Shares, shares of ALHC Common Stock and dividends and distributions may be issued and paid in accordance with this Article I to a transferee if the Certificate evidencing such AUSA 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) 1.7.2 and by evidence that any applicable stock transfer taxes have been paid. Until so surrendered, each outstanding Certificate that, prior to the Effective Time, represented AUSA Shares (other than Dissenting Shares) will be deemed from and after the Effective Time, for all corporate purposes, other than the payment of dividends and subject to Section 1.6(f)1.6.1.6, to evidence the ownership of the number of full Parent Shares whole shares of ALHC Common Stock into which such AUSA Shares shall have been so convertedconverted pursuant to the provisions hereof.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, Parent will instruct the Exchange Agent to shall mail to each holder of record of Certificates a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Oak Common Stock (each a “Certificate” and, collectively, the “Certificates”) whose shares were converted pursuant to Section 2.1 into the right to receive Merger Consideration (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 Xxxxx and Oak may reasonably specify), ) and (ii) instructions to effect for use in effecting the surrender of the Certificates in exchange for the certificates evidencing Parent SharesMerger Consideration. Upon surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Xxxxx, together with such letter of transmittal, duly executed, and such other customary documents as may be required pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor (A) certificates evidencing that a certificate representing the number of whole Parent Shares which such holder has the right to receive in accordance with the Exchange Ratio in respect shares of the Shares formerly evidenced by such Certificate, (B) any dividends or other distributions Xxxxx Common Stock to which such the holder is entitled pursuant to Section 1.7(c2.1(b)(i), (B) the aggregate Per Share Cash Consideration to which the holder is entitled pursuant to Section 2.1(b)(ii), and (C) cash (without interest) in respect lieu of fractional shares as provided in Section 1.6(f) (the Parent Shares, dividends, distributions and cash being, collectively, the "Merger Consideration"2.2(f), and the . The Certificate so surrendered shall forthwith immediately be canceledcancelled. In the event of a transfer of ownership of Shares Oak Common Stock which is not registered in the transfer records of Oak, cash and a certificate representing the Company as proper number of shares of Xxxxx Common Stock to which the Effective Time, Parent Shares, dividends and distributions registered holder is entitled may be issued and paid in accordance with this Article I to a transferee if the Certificate evidencing representing such Shares Oak Common Stock 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 have been paid. Until so surrenderedsurrendered as contemplated by this Section 2.2, each outstanding Certificate that, prior to the Effective Time, represented Shares will shall be deemed from and at any time after the Effective Time, for all corporate purposes, other than Time to represent only the payment right to receive upon such surrender cash and the certificate representing shares of dividends Xxxxx Common Stock (and subject to cash in lieu of any fractional shares of Xxxxx Common Stock as contemplated by this Section 1.6(f2.2), to evidence the ownership of the number of full Parent Shares into which such Shares shall have been so converted.

Exchange Procedures. As soon as reasonably practicable nStor shall instruct the Exchange Agent to mail, within five (5) business days after the Effective Time, Parent will instruct the Exchange Agent to mail to each holder of record of Certificates a certificate or certificates which immediately prior to the Effective Time evidenced outstanding shares of Company Common Stock (the "CERTIFICATES") (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 nStor may reasonably specify), ) and (ii) instructions to effect the surrender of the Certificates in exchange for the certificates evidencing Parent Sharesshares of nStor Common Stock and cash (if any). Upon surrender of a Certificate for cancellation to the Exchange Agent together with such letter of transmittal, duly executed, and such other customary documents as may be required pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor (A) certificates evidencing that number of whole Parent Shares which shares of nStor Common Stock that such holder has the right to receive in accordance with the Exchange Ratio in respect of the Shares shares of Company Common Stock formerly evidenced by such Certificate, (B) any dividends or other distributions to which such holder is entitled pursuant to Section 1.7(cSECTION 3.3(c), and (C) cash in respect lieu of fractional shares as provided in Section 1.6(fof nStor Common Stock to which such holder is entitled pursuant to SECTION 3.3(d) (the Parent Sharesshares of nStor Common Stock, and the dividends, distributions and cash described in clauses (A), (B) and (C) being, collectively, the "Merger ConsiderationMERGER CONSIDERATION"), and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Shares which shares of Company Common Stock that is not registered in the transfer records of the Company as of the Effective TimeCompany, Parent Shares, dividends and distributions Merger Consideration may be issued and paid in accordance with this Article I ARTICLE III to a transferee if the Certificate evidencing such Shares shares of Company Common Stock 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 have been paidpaid or by the transferee requesting such payment paying to the Exchange Agent any such transfer tax. Until so surrenderedsurrendered as contemplated by this SECTION 3.3, each outstanding Certificate that, prior to the Effective Time, represented Shares will shall be deemed from and at any time after the Effective Time, for all corporate purposes, other than the payment of dividends and subject to Section 1.6(f), Time to evidence only the ownership of right to receive upon such surrender the number of full Parent Shares into which such Shares shall have been so convertedMerger Consideration.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, Parent will instruct shall cause the Exchange Agent to mail to each holder of record of Certificates a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (the "Certificates") whose shares are converted pursuant to Section 2.01(c) into the right to receive shares of Parent Common Stock (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 may reasonably specify), ) and (ii) instructions to effect for use in effecting the surrender of the Certificates in exchange for the certificates evidencing representing shares of Parent SharesCommon Stock and cash in lieu of fractional shares. Upon surrender of a Certificate for cancellation to the Exchange Agent Agent, together with such letter of transmittal, transmittal duly executed, executed and such other customary documents as may be required pursuant to such instructionscompleted in accordance with its terms, the holder of such Certificate shall be entitled to receive in exchange therefor (A) certificates evidencing a certificate representing that number of whole shares of Parent Shares Common Stock, plus the cash amount payable in lieu of fractional shares in accordance with Section 2.02(e), which such holder has the right to receive in accordance with the Exchange Ratio in respect of the Shares formerly evidenced by such Certificate, (B) any dividends or other distributions to which such holder is entitled pursuant to Section 1.7(c), and (C) cash in respect the provisions of fractional shares as provided in Section 1.6(f) (the Parent Shares, dividends, distributions and cash being, collectively, the "Merger Consideration")this Article II, and the Certificate so surrendered shall forthwith be canceled. In no event shall the holder of any Certificate be entitled to receive interest on any funds to be received in the Merger. In the event of a transfer of ownership of Shares Company Common Stock which is not registered in the transfer records of the Company as Company, a certificate representing that number of whole shares of Parent Common Stock, plus the Effective Timecash amount payable in lieu of fractional shares in accordance with Section 2.02(e), Parent Shares, dividends and distributions may be issued and paid in accordance with this Article I to a transferee if the Certificate evidencing representing such Shares Company Common Stock is presented to the Exchange Agent, 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 have been paid. Until so surrenderedsurrendered as contemplated by this Section 2.02(b), each outstanding Certificate that, prior to the Effective Time, represented Shares will shall be deemed from and at any time after the Effective Time, Time for all corporate purposespurposes of Parent, other than the payment of dividends and subject to Section 1.6(f)except as limited by paragraph (c) below, to evidence the represent ownership of the number of full shares of Parent Shares Common Stock into which such Shares shall the number of shares of Company Common Stock shown thereon have been so convertedconverted as contemplated by this Article II.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, Parent will instruct the Exchange Agent to shall mail to each holder of record of Certificates shares of Company Common Stock immediately prior to the Effective Time (whose shares were converted into the right to receive 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 Company Certificates, if any, shall pass, only upon proper delivery of the Company Certificates to the Exchange Agent Agent, and which shall be in such form and have such other provisions as Parent and Company may reasonably specify), ) and (ii) instructions to effect for use in effecting the surrender of the Certificates shares of Company Common Stock in exchange for the certificates evidencing Parent SharesMerger Consideration. Upon (i) surrender of a Company Certificate for cancellation to the Exchange Agent together with such letter of transmittal, duly executed, or (ii) the book-entry transfer by the holder of shares of Company Common Stock to the account established by the Exchange Agent for such purpose, together with a properly completed letter of transmittal or an agent's message in lieu thereof (as described in the letter of transmittal) and such other customary documents as the Exchange Agent may be required pursuant to such instructionsreasonably require, the holder of such Certificate shares of Company Common Stock shall be entitled to receive in exchange therefor (A) certificates evidencing that number of whole Parent Shares the Merger Consideration which such holder has the right to receive in accordance with the Exchange Ratio in respect of the Shares formerly evidenced by such Certificate, (B) any dividends or other distributions to which such holder is entitled shares of Company Common Stock surrendered pursuant to Section 1.7(c), and (C) cash in respect the provisions of fractional shares as provided in Section 1.6(f) (the Parent Shares, dividends, distributions and cash being, collectively, the "Merger Consideration"), and the this Article Two. Each Company Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Shares Company Common Stock which is not registered in the transfer records of Company, the Company as of the Effective Time, Parent Shares, dividends and distributions applicable Merger Consideration may be issued and paid in accordance with this Article I to a transferee only if the Company Certificate evidencing representing such Shares Company Common Stock is presented to the Exchange Agent, 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 have been paid. Until so surrenderedsurrendered as contemplated by this Section 2.7, each outstanding Company Certificate that, prior to the Effective Time, represented Shares will shall be deemed from and at any time after the Effective Time, for all corporate purposes, other than Time to represent only the payment right to receive the amount of dividends and subject to Section 1.6(f), to evidence the ownership of the number of full Parent Shares cash into which the shares of Company Common Stock represented by such Shares shall Company Certificate have been so convertedconverted as provided in this Article Two.

Exchange Procedures. (a) As soon promptly as reasonably practicable after the Effective Time, Parent will instruct the Exchange Agent to mail will send to each holder of record a Certificate or holder of Certificates shares of Uncertificated Company Stock other than Dissenting 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 and shall be in such a form and have such other provisions as Parent may reasonably specify), ) and (ii) instructions to effect for use in effecting the surrender of the Certificates or Uncertificated Company Stock in exchange for the certificates evidencing Parent SharesAmalgamation Consideration. Upon As soon as reasonably practicable after the Effective Time, upon surrender of title to Company Common Shares and shares of Convertible Preferred Stock previously held by a Certificate for cancellation to the Exchange Agent shareholder in accordance with this Section 2.2, together with such letter of transmittal, duly executed, and such other customary documents as may reasonably be required pursuant to such instructionsby the Exchange Agent, the each holder of such a Certificate or Uncertificated Company Stock shall be entitled to receive in exchange therefor (A) certificates evidencing that the number of whole full shares of Parent Common Stock (which shall be in uncertificated book-entry form) into which the aggregate number of Company Common Shares or shares of Convertible Preferred Stock previously represented by such Certificate shall have been exchanged pursuant to this Agreement, and cash in respect of any dividends or other distributions to which holders are entitled pursuant to Section 2.3, if any. The Exchange Agent shall accept such holder has Certificates or Uncertificated Company Stock upon compliance with such reasonable terms and conditions as the right Exchange Agent may impose to receive effect an orderly exchange thereof in accordance with normal exchange practices. (b) No interest will be paid or will accrue on any cash payable pursuant to Section 2.3. (c) In the Exchange Ratio event of a transfer of ownership of a Certificate representing Company Common Shares or shares of Convertible Preferred Stock which is not registered in respect the transfer records of the Shares formerly evidenced by such CertificateCompany, (B) one or more shares of Parent Common Stock evidencing, in the aggregate, the proper number of shares of Parent Common Stock and a check in the proper amount of cash with respect to any dividends or other distributions to which such holder is entitled pursuant to Section 1.7(c)2.3, and (C) cash in respect of fractional shares as provided in Section 1.6(f) (the Parent Shares, dividends, distributions and cash being, collectively, the "Merger Consideration"), and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Shares which is not registered in the transfer records of the Company as of the Effective Time, Parent Shares, dividends and distributions may be issued and paid in accordance with this Article I respect to such Company Common Shares or shares of Convertible Preferred Stock to such a transferee only if the Certificate evidencing representing such Company Common Shares or shares of Convertible Preferred Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer pursuant and to this Section 1.7(b) and by evidence that any applicable stock transfer taxes Taxes have been paid. Until so surrendered, each outstanding Certificate that, prior to the Effective Time, represented Shares will be deemed from and after the Effective Time, for all corporate purposes, other than the payment of dividends and subject to Section 1.6(f), to evidence the ownership of the number of full Parent Shares into which such Shares shall have been so converted.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, Parent will instruct the Exchange Agent to shall mail to each holder of record of Certificates a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of EFTC Common Stock (collectively, the "Certificates") whose shares were converted pursuant to Section 2.1 into the right to receive shares of Parent Common Stock (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 EFTC and TBF II may reasonably specify), ) and (ii) instructions to effect for effecting the surrender of the Certificates in exchange for certificates representing shares of Parent Common Stock (plus cash in lieu of fractional shares, if any, of Parent Common Stock as provided below). As soon as practicable after the certificates evidencing Effective Time, Parent Shareswill cause the Exchange Agent to issue a certificate to TBF III for the shares of Parent Common Stock issuable in conversion of the TBF II Units pursuant to Section 2.2. Upon surrender of 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 executed, and such other customary documents as may be required pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor (A) certificates evidencing a certificate representing that number of whole shares of Parent Shares Common Stock, the amount of any cash payable in lieu of fractional shares of Parent Common Stock and an amount equal to certain dividends and other distributions which such holder has the right to receive in accordance with the Exchange Ratio in respect of the Shares formerly evidenced by such Certificate, (B) any dividends or other distributions to which such holder is entitled pursuant to Section 1.7(c), and (C) cash in respect the provisions of fractional shares as provided in Section 1.6(f) (the Parent Shares, dividends, distributions and cash being, collectively, the "Merger Consideration")this Article II, and the Certificate so surrendered shall forthwith immediately be canceledcancelled. In the event of a transfer of ownership of Shares EFTC Common Stock prior to the Effective Time which is not registered in the transfer records of EFTC a certificate representing the Company as number of the Effective Time, shares of Parent Shares, dividends Common Stock issuable and distributions any amounts payable in accordance with this Agreement may be issued and paid in accordance with this Article I to a transferee if the Certificate evidencing representing such Shares EFTC Common Stock 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 have been paid. Until so surrendered, each outstanding Certificate that, prior to the Effective Time, represented Shares will be deemed from and after the Effective Time, for all corporate purposes, other than the payment of dividends and subject to Section 1.6(f), to evidence the ownership of the number of full Parent Shares into which such Shares shall have been so converted.

Exchange Procedures. As soon as reasonably practicable after Promptly following the Effective Time and in any event not later than five Business Days following the Effective Time, Parent will instruct or the Surviving Company shall cause the Exchange Agent to mail to each holder Person who was a shareholder of record the Company as of Certificates immediately prior to the Effective Time, (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 the parties may reasonably specifyspecify at least three Business Days before the Effective Time), and (ii) instructions to effect for use in effecting the surrender of the Certificates Company Common Shares in exchange for the certificates evidencing Parent SharesMerger Consideration. Upon Following the Effective Time, upon surrender of a Certificate for cancellation title to the Exchange Agent Company Common Shares previously held by a shareholder of the Company in accordance with this Section 3.2, together with such letter of transmittal, transmittal duly executed, executed and such other customary documents as the Exchange Agent may be required pursuant to such instructionsreasonably require, the a holder of such Certificate Company Common Shares shall be entitled to receive in exchange therefor (A) certificates evidencing a certificate or book-entry representing that number of whole Parent Shares (rounded down) which such holder shareholder has the right to receive in accordance with the Exchange Ratio in respect of the all Company Common Shares formerly evidenced then held by such Certificateshareholder, (B) any dividends or other distributions cash in lieu of fractional shares that such shareholder has the right to which such holder is entitled pursuant to receive under Section 1.7(c), 3.2(e) and (C) cash the amount of the Cash Consideration which such shareholder has the right to receive in respect of fractional shares as provided in Section 1.6(f) (the Parent Shares, dividends, distributions and cash being, collectively, Company Common Shares then held by such shareholder of the "Merger Consideration")Company, and the any Company Certificate so surrendered in respect thereof, shall forthwith be canceledmarked as cancelled. In the event of a transfer of ownership of Company Common Shares which that is not registered in the transfer records of the Company as Company, a certificate or book-entry representing the proper number of the Effective Time, Parent Shares, dividends and distributions Shares may be issued and paid in accordance with this Article I to a transferee if the Company Certificate evidencing representing such Company Common Shares (if any) is presented to the Exchange Agent, accompanied by all documents normally required to evidence and effect such transfer pursuant (reasonably satisfactory to this Section 1.7(bParent) and by reasonable evidence that any applicable stock transfer taxes have been paid. Until so surrendered, each outstanding Certificate that, prior to the Effective Time, represented Shares will be deemed from and after the Effective Time, for all corporate purposes, other than the payment of dividends and subject to Section 1.6(f), to evidence the ownership of the number of full Parent Shares into which such Shares shall have been so converted.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, Parent will instruct the Exchange Agent to mail to each holder the record holders of record of Certificates the Company Interests (i) a letter 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 may reasonably specify)Transmittal, and (ii) instructions to effect for use in effecting the surrender of the Certificates Company Interests in exchange for the certificates evidencing non-certificated shares of Parent SharesCommon Stock represented by book-entry issuable pursuant to Section 1.6(a). Upon surrender of a Company Certificate (if applicable) to Parent for cancellation to the Exchange Agent exchange, together with such letter a duly executed Letter of transmittal, duly executed, Transmittal and such other customary documents as may be reasonably required pursuant to such instructionsby Parent, (A) the holder of such Certificate shall Company Interests will be entitled to receive in exchange therefor (A) certificates evidencing that non-certificated shares of Parent Common Stock represented by book-entry equal to the number of whole shares of Parent Shares which Common Stock that such holder has the right to receive in accordance with pursuant to the Exchange Ratio in respect provisions of the Shares formerly evidenced by such CertificateSection 1.6(a), (B) any dividends or other distributions to which such holder is entitled pursuant to Section 1.7(c), the Company Interests so surrendered will be canceled and (C) cash in respect Parent will instruct Parent’s transfer agent to issue non-certificated shares of fractional shares Parent Common Stock represented by book-entry issuable pursuant to Section 1.6(a). Until surrendered as provided in contemplated by this Section 1.6(f) (the Parent Shares, dividends, distributions and cash being, collectively, the "Merger Consideration"1.8(a), and the Certificate so surrendered shall forthwith be canceled. In the event of each Company Interest held by a transfer of ownership of Shares which is not registered in the transfer records of the Company as of the Effective Time, Parent Shares, dividends and distributions may be issued and paid in accordance with this Article I to a transferee if the Certificate evidencing such 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 have been paid. Until so surrendered, each outstanding Certificate that, prior to the Effective Time, represented Shares Member will be deemed deemed, from and after the Effective Time, for all corporate purposesto represent only the right to receive the Merger Consideration. If any Company Certificate (if applicable) will have been lost, other than stolen or destroyed, Parent will require the payment owner of dividends and subject such lost, stolen or destroyed Company Certificate to Section 1.6(f)provide an appropriate affidavit and, in Parent’s discretion, to evidence deliver a bond as indemnity against any claim that may be made against Parent or the ownership of the number of full Parent Shares into which Surviving LLC with respect to such Shares shall have been so convertedCompany Certificate.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, Parent AGT will instruct the Exchange Agent to mail to each holder of record of Certificates a certificate or certificates which immediately prior to the Effective Time evidenced outstanding Shares (the "Certificates"), other than Dissenting 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 and shall be in such form and have such other provisions as Parent AGT may reasonably specify), ) and (ii) instructions to effect the surrender of the Certificates in exchange for the certificates evidencing Parent Sharesshares of AGT Common Stock and cash. Upon surrender of a Certificate for cancellation to the Exchange Agent together with such letter of transmittal, duly executed, and such other customary documents as may be required pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor (A) certificates evidencing that the Merger Consideration, multiplied by the number of whole Parent Shares which such holder has the right to receive in accordance with the Exchange Ratio in respect of the Shares formerly evidenced by such Certificate, (B) any dividends or other distributions to which such holder is entitled pursuant to Section 1.7(c), and (C) cash in respect of fractional shares as provided in Section 1.6(f) (the Parent Shares, dividends, distributions and cash being, collectively, the "Merger Consideration"), and the Certificate so surrendered shall forthwith be canceledcancelled. In the event of a transfer of ownership of Shares which is not registered in the transfer records of the Company as Company, shares of the Effective Time, Parent Shares, dividends AGT Common Stock and distributions cash may be issued and paid in accordance with this Article I 2 to a transferee if the Certificate evidencing such 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 have been paid. Until so surrenderedsurrendered as contemplated by this Section 2.2, each outstanding Certificate that, prior to the Effective Time, represented Shares will shall be deemed from and at any time after the Effective Time, for all corporate purposes, other than the payment of dividends and subject to Section 1.6(f), Time to evidence only the ownership of right to receive upon such surrender the Merger Consideration, multiplied by the number of full Parent Shares into which previously evidenced by such Shares shall have been so convertedCertificate.

Exchange Procedures. (i) As soon promptly as reasonably practicable after the Effective Time, Parent will instruct shall cause the Exchange Agent to mail distribute the shares of Parent Common Stock into which the shares of Spinco Common Stock that were distributed in the Distribution have been converted pursuant to each holder of record of Certificates (i) a letter of transmittal (the Merger, which shall specify that delivery shares shall be effected, distributed on the same basis as the shares of Spinco Common Stock were distributed in the Distribution and risk of loss and title to the Certificates shall pass, only upon proper delivery of Persons who received Spinco Common Stock in the Certificates Distribution. Each Person entitled to receive Spinco Common Stock in the Exchange Agent and shall be in such form and have such other provisions as Parent may reasonably specify), and (ii) instructions to effect the surrender of the Certificates in exchange for the certificates evidencing Parent Shares. Upon surrender of a Certificate for cancellation to the Exchange Agent together with such letter of transmittal, duly executed, and such other customary documents as may be required pursuant to such instructions, the holder of such Certificate Distribution shall be entitled to receive in exchange therefor (A) certificates evidencing that respect of the shares of Spinco Common Stock distributed to such Person a book-entry authorization representing the number of whole shares of Parent Shares which Common Stock that such holder has the right to receive pursuant to this Section 3.01(b) (and cash in accordance with the Exchange Ratio in respect lieu of the Shares formerly evidenced fractional shares of Parent Common Stock, as contemplated by such Certificate, Section 3.01(e)) (B) and any dividends or distributions and other distributions to which such holder is entitled amounts pursuant to Section 1.7(c3.01(c)). The Exchange Agent shall not be entitled to vote or exercise any rights of ownership with respect to Parent Common Stock held by it from time to time hereunder, and except as contemplated by Section 3.01(c). (Cii) cash in respect of fractional shares as provided in Section 1.6(f) (the Parent Shares, dividends, distributions and cash being, collectively, the "Merger Consideration"), and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Shares TDCC Common Stock which is not registered in the transfer records of the Company as Spinco, cash in lieu of the Effective Time, any fractional shares of Parent Shares, Common Stock such holder is entitled to receive pursuant to Section 3.01(e) and any dividends and or other distributions such holder is entitled to receive pursuant to Section 3.01(c) may be issued and paid in accordance with this Article I to a transferee who should have received Shares if the Certificate evidencing certificate or book-entry shares representing such Shares is TDCC Common Stock are 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. Until so surrenderedUpon exchange as contemplated by this Section 3.01, each outstanding Certificate that, prior to the Effective Time, represented Shares will Share shall be deemed from and at all times after the Effective TimeTime to represent only the right to receive upon such surrender, for all corporate purposeswithout interest, other than the payment Merger Consideration, cash in lieu of dividends and subject any fractional shares of Parent Common Stock that the holder of such Share is entitled to receive pursuant to Section 1.6(f3.01(e) and any dividends or other distributions such holder is entitled to receive pursuant to Section 3.01(c), to evidence the ownership of the number of full Parent Shares into which such Shares shall have been so converted.

Exchange Procedures. As soon as reasonably practicable Acquiror shall cause the Exchange Agent, promptly after the Company Merger Effective Time (and in no event later than five (5) Business Days following the Company Merger Effective Time), Parent will instruct the Exchange Agent to mail to each holder of record of Certificates a certificate or certificates that immediately prior to the Company Merger Effective Time represented outstanding Company Shares (the “Company Stock Certificates”) that were converted into the right to receive the Merger Consideration pursuant to Section 3.1(b), (i) a letter of transmittal (which shall specify that delivery shall be effected, effected and risk of loss and title to the Company Stock Certificates shall pass, pass only upon proper delivery of the Company Stock Certificates to the Exchange Agent and shall be in such form and have such other customary provisions as Parent Acquiror and the Company may reasonably specify), ) and (ii) instructions to effect for completion and use in effecting the surrender of the Company Stock Certificates in exchange for the certificates evidencing Parent SharesMerger Consideration. Upon surrender of a Company Stock Certificate for cancellation to the Exchange Agent Agent, together with such letter of transmittal, transmittal duly executed, and such other customary documents as may be required pursuant to such instructionsexecuted in accordance with the instructions contained therein, the holder of such Company Stock Certificate shall be entitled to receive in exchange therefor (A) certificates evidencing that an Acquiror Stock Certificate representing the number of whole Parent shares of Acquiror Shares that such holder has the right to receive pursuant to this Article III (together with payment of cash in lieu of fractional shares which such holder has the right to receive in accordance with the Exchange Ratio in respect of the Shares formerly evidenced by such Certificate, (B) any dividends or other distributions to which such holder is entitled pursuant to Section 1.7(c), and (C3.2) cash in respect of fractional shares as provided in Section 1.6(f) (the Parent Shares, dividends, distributions and cash being, collectively, the "Merger Consideration"), and the Company Stock Certificate so surrendered shall forthwith be canceledcancelled. In the event of a transfer of ownership of Company Shares which that is not registered in the transfer records of the Company as of Company, the Effective Time, Parent Shares, dividends and distributions Merger Consideration may be issued and paid in accordance with this Article I to a transferee of the record holder of such Company Shares if the Company Stock Certificate evidencing representing such Company Shares is presented to the Exchange Agent, 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 have been paid. Until so surrenderedsurrendered as contemplated by this Section 3.4, each outstanding Company Stock Certificate that, prior to the Effective Time, represented Shares will shall be deemed from and at any time after the Company Merger Effective Time, Time to represent only the right to receive upon such surrender the Merger Consideration provided for all corporate purposes, other than the payment of dividends and subject to in Section 1.6(f3.1(b), to evidence the ownership of the number of full Parent Shares into which such Shares shall have been so converted.

Exchange Procedures. As soon as reasonably practicable Within ten (10) days after the Effective TimeDate, Parent will instruct the Exchange Agent to shall mail to each holder of record of Certificates a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Capital Stock (the "Certificates") whose shares are being converted into the Merger Consideration pursuant to Section 3.1 hereof (less any shares held in escrow pursuant to Section 3.8 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 and which shall be in such form and have such other provisions as Parent may reasonably specify), including appropriate investment representations)(the "Letter of Transmittal") and (ii) instructions to effect for use in effecting the surrender of the Certificates in exchange for the certificates evidencing Parent SharesMerger Consideration (less any shares held in escrow pursuant to Section 3.8 hereof). Upon surrender of 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 transmittaltransmittal and a Stockholder Certificate in the form of Exhibit E, duly executed, and such other customary documents as may be required pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor (A) certificates evidencing that the number of whole shares of Parent Shares which such holder has the right Common Stock (less any shares held in escrow pursuant to receive in accordance with the Exchange Ratio in respect of the Shares formerly evidenced by such Certificate, (BSection 3.8 hereof) any dividends or other distributions to which such the holder of Company Common Stock is entitled pursuant to Section 1.7(c), and (C) cash in respect of fractional shares as provided in Section 1.6(f) (the Parent Shares, dividends, distributions and cash being, collectively, the "Merger Consideration"), and the 3.1 hereof. The Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Shares which is not registered in the transfer records of the Company as of the Effective Time, Parent Shares, dividends and distributions may No interest will accrue or be issued and paid in accordance with this Article I to a transferee if the Certificate evidencing such 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 holder of any applicable stock transfer taxes have been paidoutstanding Company Common Stock. Until so surrendered, each outstanding Certificate that, prior to the Effective Time, represented Shares will be deemed from From and after the Effective TimeDate, until surrendered as contemplated by this Section 3.6, each Certificate shall be deemed for all corporate purposes, other than the payment of dividends and subject to Section 1.6(f), purposes to evidence the ownership of the number of full shares of Parent Shares Common Stock into which the shares of Company Common Stock represented by such Shares shall Certificate have been so converted.

Exchange Procedures. As soon as reasonably practicable after the Effective TimeTime and subject to the surrender provisions of this Section 2.2(b), Parent will instruct the Exchange Agent to mail shall deliver to each holder of record of Certificates (i) a letter of transmittal (certificate or certificates which shall specify that delivery shall be effected, and risk of loss and title promptly prior to the Certificates shall pass, only upon proper delivery Effective Time represented outstanding shares of Company Common Stock (the Certificates “Certificates”) whose shares are converted pursuant to Section 2.1(c) into the right to receive shares of Parent Common Stock a certificate representing that number of shares of Parent Common Stock which such holder has the right to receive pursuant to the Exchange Agent and shall be in such form and have such other provisions as Parent may reasonably specify), and (ii) instructions to effect the surrender of the Certificates in exchange for the certificates evidencing Parent Sharesthis Section 2. Upon surrender of a Certificate for cancellation to the Exchange Agent Agent, together with such letter of transmittal, endorsements for transfer duly executed, executed and such other customary documents as may be required pursuant to such instructionscompleted, the holder of such Certificate shall be entitled to receive in exchange therefor (A) certificates evidencing a certificate representing that number of whole shares of Parent Shares Common Stock which such holder has the right to receive in accordance with the Exchange Ratio in respect of the Shares formerly evidenced by such Certificate, (B) any dividends or other distributions to which such holder is entitled pursuant to the provisions of this Section 1.7(c), and (C) cash in respect of fractional shares as provided in Section 1.6(f) (the Parent Shares, dividends, distributions and cash being, collectively, the "Merger Consideration")2, and the Certificate so surrendered shall forthwith be canceled. In no event shall the holder of any Certificate be entitled to receive interest on any property to be received in the Merger. In the event of a transfer of ownership of Shares Company Common Stock which is not registered in the transfer records of the Company as Company, a certificate representing that number of the Effective Time, whole shares of Parent Shares, dividends and distributions Common Stock may be issued and paid in accordance with this Article I to a transferee if the Certificate evidencing representing such Shares Company Common Stock is presented to the Exchange Agent, 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 have been paid. Until so surrenderedsurrendered as contemplated by this Section 2.2(b), each outstanding Certificate that, prior to the Effective Time, represented Shares will shall be deemed from and at any time after the Effective Time, Time for all corporate purposespurposes of Parent, other than the payment of dividends and subject to Section 1.6(f)except as limited by paragraph (c) below, to evidence the represent ownership of the number of full shares of Parent Shares Common Stock into which such Shares shall the number of shares of Company Common Stock shown thereon have been so convertedconverted as contemplated by this Section 2.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, Parent will instruct the Exchange Agent to mail to each holder of record of Certificates (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 may reasonably specify), and (ii) instructions to effect the surrender of the Certificates in exchange for the certificates evidencing shares of Parent SharesCommon Stock. Upon surrender of a Certificate for cancellation to the Exchange Agent together with such letter of transmittal, duly executed, and such other customary documents as may be required pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor (A) certificates evidencing that number of whole shares of Parent Shares Common Stock which such holder has the right to receive in accordance with the Exchange Ratio in respect of the Shares formerly evidenced by such Certificate, (B) any dividends or other distributions to which such holder is entitled pursuant to Section 1.7(c), and (C) cash in respect of fractional shares as provided in Section 1.6(f) (the shares of Parent Shares, dividends, distributions Common Stock and cash being, collectively, the "Merger Consideration"), and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Shares which is not registered in the transfer records of the Company as of the Effective Time, shares of Parent SharesCommon Stock, dividends dividends, distributions and distributions cash in respect of fractional shares may be issued and paid in accordance with this Article I to a transferee if the Certificate evidencing such 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 have been paid. Until so surrendered, each outstanding Certificate that, prior to the Effective Time, represented Shares will be deemed from and after the Effective Time, for all corporate purposes, other than the payment of dividends and and, subject to Section 1.6(f), to evidence the ownership of the number of full whole shares of Parent Shares Common Stock, and cash in respect of fractional shares, into which such Shares shall have been so convertedconverted pursuant to the provisions hereof.

Exchange Procedures. As soon promptly as reasonably practicable after the Effective Time, Parent will instruct shall cause the Exchange Agent to mail to each holder of record of Certificates a certificate(s) which, immediately prior to the Effective Time, represented outstanding Company Common Stock(the "Certificates"), whose Company Common Stock was converted into the right to receive shares of Parent Common Stock and Parent Stock Warrants pursuant to Section 1.03: (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 may reasonably specify), ; and (ii) instructions to effect for use in effecting the surrender of the Certificates in exchange for certificate(s) representing shares of Parent Common Stock and for the certificates evidencing Parent SharesStock Warrants. Upon surrender of a Certificate 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 executed, completed and such other customary documents as may be required pursuant to such instructionsvalidly executed in accordance with the instructions thereto, the holder holders of such Certificate Certificates shall be entitled to receive in exchange therefor (Acertificate(s) certificates evidencing that representing the number of whole shares of Parent Shares which such holder has the right to receive in accordance with the Exchange Ratio in respect of the Shares formerly evidenced by such Certificate, (B) any dividends or other distributions to which such holder is entitled pursuant to Section 1.7(c), Common Stock and (C) cash in respect of fractional shares as provided in Section 1.6(f) (the Parent Shares, dividends, distributions and cash being, collectively, the "Merger Consideration")Stock Warrants, and the Certificate Certificates so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Shares which is not registered in the transfer records of the Company as of the Effective Time, Parent Shares, dividends and distributions may be issued and paid in accordance with this Article I to a transferee if the Certificate evidencing such 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 have been paid. Until so surrendered, each outstanding Certificate that, prior to the Effective Time, represented Shares Certificates will be deemed from and after the Effective Time, for all corporate purposes, purposes other than the payment of dividends and subject to Section 1.6(f)dividends, to evidence the ownership of the number of full shares of Parent Shares Common Stock and Parent Stock Warrants into which such Shares Company Common Stock shall have been so converted.

Exchange Procedures. (a) As soon promptly as reasonably practicable after the Effective Time, Parent will instruct the Exchange Agent to mail will send to each record holder of record a Certificate or holder of Certificates shares of Uncertificated Company Stock (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 and shall be in such a form and have such other provisions as Parent may reasonably specify), ) and (ii) instructions to effect for use in effecting the surrender of the Certificates or Uncertificated Company Stock in exchange for the certificates evidencing Parent Merger Consideration. As soon as reasonably practicable after the Effective Time, each holder of Company Common Stock (other than Excluded Shares. Upon ), (A) upon surrender of a Certificate for cancellation (or affidavit of lost, stolen or destroyed Certificate in lieu of a Certificate, as provided in Section 2.7) to the Exchange Agent together with such letter of transmittal, duly executed, and such other customary documents as may reasonably be required pursuant to by the Exchange Agent, (B) upon the transfer of shares of Company Common Stock that are Uncertificated Company Stock not held through Depository Trust Company (“DTC”), in accordance with the terms of the letter of transmittal and accompanying instructions (including such instructionsother documents as may reasonably be required by the Exchange Agent), or (C) upon the transfer of shares of Company Common Stock that are Uncertificated Company Stock held through DTC, including by delivery of an “agent’s message,” in accordance with DTC’s procedures and such other procedures as agreed by Parent, the Exchange Agent and DTC, each holder of such Certificate shares of Company Common Stock (other than Excluded Shares) shall be entitled to receive in exchange therefor therefor, and Parent and the Surviving Corporation shall cause the Exchange Agent to pay and deliver in exchange thereof as promptly as practicable, the amount of cash (A) certificates evidencing that including amounts to be paid pursuant to Section 1.7(a)(i)), into which the aggregate number of whole Parent Shares which shares of Company Common Stock previously represented by such holder has Certificate shall have been converted pursuant to this Agreement. The Exchange Agent shall accept such Certificates upon compliance with such reasonable terms and conditions as the right Exchange Agent may impose to receive effect an orderly exchange thereof in accordance with the Exchange Ratio in respect of the Shares formerly evidenced by such Certificate, normal exchange practices. (Bb) No interest will be paid or will accrue on any dividends or other distributions to which such holder is entitled cash payable pursuant to Section 1.7(c1.7(a)(i), and (C) cash in respect of fractional shares as provided in Section 1.6(f) (the Parent Shares, dividends, distributions and cash being, collectively, the "Merger Consideration"), and the . Any Certificate so that has been surrendered shall forthwith be canceled. cancelled by the Exchange Agent. (c) In the event of a transfer of ownership of Shares Company Common Stock which is not registered in the transfer records of the Company as Company, a check in the proper amount of the Effective Timecash pursuant to Section 1.7(a)(i), Parent Shares, dividends and distributions may be issued and paid in accordance with this Article I respect to such Company Common Stock to such a transferee only if (i) in the case of Uncertificated Company Stock, written instructions authorizing the transfer of Uncertificated Company Stock are presented to the Exchange Agent and (ii) in the case of Certificates, the Certificate evidencing representing such Shares shares of Company Common Stock is presented to the Exchange Agent, accompanied by and in each case, together with all documents required to evidence and effect such transfer pursuant and to this Section 1.7(b) and by evidence that any applicable stock transfer taxes Taxes have been paid. Until so surrendered, each outstanding Certificate that, prior to the Effective Time, represented Shares will be deemed from and after the Effective Time, for all corporate purposes, other than the payment of dividends and subject to Section 1.6(f), to evidence the ownership of the number of full Parent Shares into which such Shares shall have been so converted.

Exchange Procedures. As soon promptly as reasonably practicable after the Effective Time, but in any event within two business days thereafter, Parent will instruct shall cause the Exchange Agent to mail to each holder of record of Certificates 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 and which shall otherwise be in such form and have such other provisions as Parent may reasonably specify), customary form) and (ii) instructions to effect for use in effecting the surrender of the Certificates in exchange for the certificates evidencing Parent SharesMerger Consideration. Upon surrender Each holder of record of a Certificate for cancellation shall, upon surrender to the Exchange Agent of such Certificate (or affidavit of loss in lieu thereof as provided in Section 2.02(g)), together with such letter of transmittal, duly executed, and such other customary documents as may reasonably be required pursuant to such instructionsby the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor (A) certificates evidencing cash in the amount equal to the Cash Consideration that number of whole Parent Shares which such holder has the right to receive pursuant to Section 2.01(c) and this Article II, that number of whole shares of Parent Common Stock representing the Stock Consideration that such holder has the right to receive pursuant to Section 2.01(c) and this Article II, cash in accordance with the Exchange Ratio in respect lieu of the Shares formerly evidenced by any fractional shares of Parent Common Stock such Certificate, (Bholder is entitled to receive pursuant to Section 2.02(i) and any dividends or other distributions to which such holder is entitled to receive pursuant to Section 1.7(c), and (C2.02(c) cash in respect of fractional shares as provided in Section 1.6(f) (the Parent Shares, dividends, distributions and cash being, collectively, the "Merger Consideration"or 2.02(j), and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Shares Company Common Stock which is not registered in the transfer records of the Company as Company, payment of the Effective Time, Parent Shares, dividends and distributions Merger Consideration may be issued and paid in accordance with this Article I made to a transferee if person other than the person in whose name the Certificate evidencing so surrendered is registered if such Shares is presented Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment shall pay any fiduciary or surety bonds or any transfer or other similar Taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of such Certificate or establish to the Exchange Agent, accompanied reasonable satisfaction of Parent that such Tax has been paid or is not applicable. Until surrendered as contemplated 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 have been paid. Until so surrendered2.02(b), each outstanding Certificate that, prior to the Effective Time, represented Shares will shall be deemed from and at any time after the Effective Time, for all corporate purposes, other than Time to represent only the payment of dividends and subject right to receive upon such surrender cash in the amount equal to the Cash Consideration that such holder has the right to receive pursuant to Section 1.6(f)2.01(c) and this Article II, to evidence the ownership of the that number of full whole shares of Parent Shares into which Common Stock representing the Stock Consideration that such Shares holder has the right to receive pursuant to Section 2.01(c) and this Article II, cash in lieu of any fractional shares of Parent Common Stock such holder is entitled to receive pursuant to Section 2.02(i) and any dividends or other distributions such holder is entitled to receive pursuant to Section 2.02(c) or 2.02(j). No interest shall have been so convertedbe paid or will accrue on any consideration payable to holders of Certificates pursuant to the provisions of this Article II.

Exchange Procedures. As soon promptly as reasonably practicable after the Effective Time and in no event more than ten (10) calendar days after the Effective Time, Parent will instruct shall cause the Exchange Agent to mail or otherwise deliver to each holder record holder, as of record the Effective Time, of an outstanding Certificate or Book Entry Share that immediately prior to the Effective Time represented shares of Company Common Stock that has been converted at the Effective Time into the right to receive the applicable Merger Consideration pursuant to this Article II and that has not theretofore submitted its Certificates or Book Entry Shares with a Form of Election (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shares of Company Common Stock shall pass, only upon proper delivery of the Certificates corresponding certificates (the “Certificates”) representing such shares to the Exchange Agent or receipt by the Exchange Agent of an “agent’s message” with respect to non-certificated shares represented by book entry (“Book Entry Shares”), and shall be in such customary form as directed by Parent and have such other provisions as Parent may reasonably specifyacceptable to Company), and (ii) instructions to effect for use in effecting the surrender of the Certificates or Book Entry Shares in exchange for the certificates evidencing Parent SharesMerger Consideration payable in respect of the shares of Company Common Stock represented thereby. Upon Promptly after the Effective Time, upon surrender of a Certificate Certificates or Book Entry Shares for cancellation to the Exchange Agent together with such letter letters of transmittal, properly completed and duly executed, and such other customary documents as may be required pursuant to such instructions, the holder holders of such Certificate Certificates or Book Entry Shares shall be entitled to receive in exchange therefor therefor, upon completion of the calculations required by Section 2.8(a), (A) certificates evidencing shares of Parent Common Stock representing, in the aggregate, the Stock Consideration to which such holder of Company Common Stock shall have become entitled to receive in accordance with, and subject to, Sections 2.8(a), 2.10 and 2.11 and/or (B) a check or wire of immediately available funds in the amount equal to the aggregate amount of cash that number such holder has the right to receive in respect of whole Parent Shares (i) the Cash Consideration which such holder has the right to receive in accordance with the Exchange Ratio in respect of the surrendered Certificates or Book Entry Shares formerly evidenced by such Certificatein accordance with, and subject to, Sections 2.8(a), 2.10 and 2.111, and (Bii) any dividends or and other distributions to which such holder is entitled pursuant to Section 1.7(c2.12(c) and cash payable in lieu of any fractional shares of Parent Common Stock pursuant to Section 2.12(e). No interest shall be paid or accrued on any Merger Consideration. The Exchange Agent and Parent, and as the case may be, shall not be obligated to deliver certificated or book entry shares of Parent Common Stock and/or the Cash Consideration (C) or any cash in respect lieu of fractional shares) to which a holder of Parent Common Stock would otherwise be entitled as a result of the Merger until such holder surrenders the Certificates or Book Entry Shares representing the shares of Company Common Stock for exchange as provided in this Section 1.6(f) (the Parent Shares2.12, dividends, distributions or an appropriate affidavit of loss and cash being, collectively, the "Merger Consideration"), and the Certificate so surrendered shall forthwith indemnity agreement and/or a bond in an amount as may be canceledrequired in each case by Parent. In the event of a transfer of ownership of Shares shares of Company Common Stock which is not registered in the transfer records of the Company, the Merger Consideration payable in respect of such shares of Company as of the Effective Time, Parent Shares, dividends and distributions Common Stock may be issued and paid in accordance with this Article I to a transferee if the Certificate evidencing representing such Shares shares of Company Common Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer pursuant and the Person requesting such exchange shall pay to this Section 1.7(b) and the Exchange Agent in advance any transfer or other Taxes required by evidence reason of the delivery of the Merger Consideration in any name other than that any applicable stock transfer taxes of the registered holder of the Certificate surrendered, or shall establish to the satisfaction of the Exchange Agent that such Taxes have been paid. Until so surrendered, each outstanding Certificate that, prior to the Effective Time, represented Shares will be deemed from and after the Effective Time, for all corporate purposes, other than the payment of dividends and subject to Section 1.6(f), to evidence the ownership of the number of full Parent Shares into which such Shares shall have been so convertedpaid or are not payable.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, Parent will instruct the Exchange Agent to mail to each holder of record of Certificates (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 may reasonably specify), and (ii) instructions to effect the surrender of the Certificates in exchange for the certificates evidencing Parent Shares. Upon surrender of a Certificate for cancellation to the Exchange Agent together with such letter of transmittal, duly executed, and such other customary documents as may be required pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor (A) certificates evidencing that number of whole Parent Shares which such holder has the right to receive in accordance with the Exchange Ratio in respect of the Shares formerly evidenced by such Certificate, (B) any dividends or other distributions to which such holder is entitled pursuant to Section 1.7(c), and (C) cash in respect of any fractional shares share as provided in Section 1.6(f) (the Parent Shares, dividends, distributions and cash being, collectively, the "Merger Consideration"1.6(g), and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Shares which is not registered in the transfer records of the Company as of the Effective Time, the Parent Shares, dividends and distributions with respect thereto, and cash in lieu of any fractional share to which such holder would otherwise have been entitled may be issued and paid in accordance with this Article I to a transferee if the Certificate evidencing such 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 have been paid. Until so surrendered, each outstanding Certificate that, prior to the Effective Time, represented Shares will be deemed from and after the Effective Time, for all corporate purposes, other than the payment of dividends and subject to Section 1.6(f1.6(g), to evidence only the ownership of the number of full Parent Shares into which such Shares shall have been so convertedconverted and no rights in any shares of the Company's Common Stock.

Exchange Procedures. As soon promptly as reasonably practicable after the Effective Time, Parent will instruct the Exchange Agent to mail will send to each record holder of record of Certificates 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 and shall be in such a form and have such other provisions as Parent may reasonably specify), ) and (ii) instructions to effect for use in effecting the surrender of the Certificates in exchange for the certificates evidencing Parent SharesMerger Consideration. Upon As soon as reasonably practicable after the Effective Time, each holder of a Certificate, upon surrender of a Certificate for cancellation to the Exchange Agent together with such letter of transmittal, duly executed, and such other customary documents as may reasonably be required pursuant to such instructionsby the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor a check in the amount equal to the per share cash amount of the Merger Consideration (A) certificates evidencing that number of whole Parent Shares after giving effect to any required tax withholdings), which such holder has the right to receive pursuant to Section 1.8. The Exchange Agent shall accept such Certificates upon compliance with such reasonable terms and conditions as the Exchange Agent may impose to effect an orderly exchange thereof in accordance with the Exchange Ratio in respect normal exchange practices. No interest will be paid or will accrue on any cash payable upon due surrender of the Shares formerly evidenced by such Certificate, (B) any dividends or other distributions to which such holder is entitled pursuant to Section 1.7(c), and (C) cash in respect of fractional shares as provided in Section 1.6(f) (the Parent Shares, dividends, distributions and cash being, collectively, the "Merger Consideration"), and the Certificate so surrendered shall forthwith be canceledCertificates. In the event of a transfer of ownership of Shares Company Common Stock which is not registered in the transfer records of the Company, the Merger Consideration with respect to such Company as of the Effective Time, Parent Shares, dividends and distributions may Common Stock shall be issued and paid in accordance with this Article I to such a transferee only if the Certificate evidencing representing such Shares shares of Company Common Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer pursuant and to this Section 1.7(b) and by evidence that any applicable stock transfer taxes have been paid. Until so surrendered, each outstanding Certificate that, prior to the Effective Time, represented Shares will be deemed from and after the Effective Time, for all corporate purposes, other than the payment of dividends and subject to Section 1.6(f), to evidence the ownership of the number of full Parent Shares into which such Shares shall have been so converted.

Exchange Procedures. As soon Prior to the Effective Time, the Company shall appoint a commercial bank or trust company, or a subsidiary thereof to act as reasonably practicable exchange agent for the purpose of exchanging shares of Class B Stock for the Merger Price (the "Exchange Agent"). Promptly after the Effective Time, Parent will instruct the Company shall cause the Exchange Agent to mail to each holder of record a share of Certificates Class B Stock (ia) a letter of transmittal (which that shall specify that delivery shall be effected, and risk of loss and title to the Certificates shares of Class B Stock shall pass, only upon proper delivery of the Certificates certificates, if any, representing such shares of Class B Stock to the Exchange Agent Agent, and which letter shall be in such customary form and have such other provisions as Parent the Company may reasonably specify), and (ii) instructions to effect the surrender of the Certificates in exchange for the certificates evidencing Parent Shares. Upon surrender of a Certificate for cancellation certificate representing a share of Class B Stock to the Exchange Agent together with such letter of transmittal, duly executedexecuted and completed in accordance with the instructions thereto, and such other customary documents as may reasonably be required pursuant to such instructionsby the Exchange Agent, the holder of such Certificate certificate, in the case of a certificate representing a share of Class B Stock, shall be entitled to receive in exchange therefor (A) certificates evidencing a check in the amount equal to the cash that number of whole Parent Shares which such holder has the right to receive in accordance with pursuant to the Exchange Ratio in respect provisions of the Shares formerly evidenced by such Certificate, (B) this Section 2. No interest will be paid or will accrue on any dividends or other distributions to which such holder is entitled cash payable pursuant to Section 1.7(c), and (C) cash in respect of fractional shares as provided in Section 1.6(f) (2 unless the Parent Shares, dividends, distributions and cash being, collectively, the "Merger Consideration"), and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Shares which is not registered in the transfer records of Exchange Agent or the Company as of shall have breached its obligation to pay the Effective Time, Parent Shares, dividends and distributions may be issued and paid in accordance with this Article I to a transferee if the Certificate evidencing such 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 have been paidconsideration hereunder. Until so surrendered, each outstanding Certificate that, prior to the Effective Time, represented Shares will be deemed from At and after the Effective Time, Time certificates representing shares of Class A Stock shall be deemed for all corporate purposespurposes to represent shares of New Common Stock, other than provided that if an exchange of certificates formerly representing shares of Class A Stock for certificated representing New Common Stock is required by law or applicable rule or regulation, the payment of dividends Surviving Corporation will arrange for such exchange on a share-for-share basis pursuant to reasonable and subject to Section 1.6(f), to evidence the ownership of the number of full Parent Shares into which such Shares shall have been so convertedcustomary exchange procedures.

Exchange Procedures. As soon as reasonably practicable after the Effective TimeTime and in any event within five business days of the Closing Date, Parent will instruct and the Surviving Company shall cause the Exchange Agent to mail to each holder of record of Certificates (ishares of Company Common Stock whose shares were converted pursuant to Section 2.1(a)(ii) into the right to receive the Merger Consideration a letter of transmittal and other customary transmittal materials (collectively, the "Letter of Transmittal") which shall (A) 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 the parties may reasonably specify)agree upon prior to the Effective Time, and (iiB) provide instructions to effect for use in effecting the surrender of the Certificates or Book-Entry Shares in exchange for the certificates evidencing Parent Shares. Upon surrender of a Certificate for cancellation to the Exchange Agent together with such letter of transmittal, duly executed, and such other customary documents as may be required pursuant to such instructionsMerger Consideration, the holder of such Certificate shall be entitled to receive in exchange therefor (A) certificates evidencing that number of whole Parent Shares which such holder has the right to receive in accordance with the Exchange Ratio in respect of the Shares formerly evidenced by such Certificate, (B) Fractional Share Cash Amount and any dividends or other distributions to which such holder is of Certificates or Book-Entry Shares becomes entitled pursuant in accordance with Section 2.2(e). Parent shall mail, or cause to Section 1.7(c), and (C) cash in respect of fractional shares as provided in Section 1.6(f) (the Parent Shares, dividends, distributions and cash being, collectivelybe mailed, the "Merger Consideration"), and the Certificate so surrendered shall forthwith be canceled. In the event Letter of a transfer Transmittal to all persons who are holders of ownership shares of Shares which is not registered in the transfer records of the Company Common Stock as of the Effective Timerecord date for the special meeting of the Company’s shareholders to approve the Merger (the “Company Record Date”). Parent shall use commercially reasonable efforts to make, Parent Sharesor cause to be made, dividends the Letter of Transmittal available to all persons who become holders of record (or beneficial owners) of shares of Company Common Stock during the period between the Company Record Date and distributions may be issued and paid in accordance with this Article I to a transferee if the Certificate evidencing such Shares close of business on the date that is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer pursuant to this Section 1.7(bsix (6) and by evidence that any applicable stock transfer taxes have been paid. Until so surrendered, each outstanding Certificate that, prior to business days immediately preceding the Effective Time, represented Shares will be deemed from and after Time (or on such other date as the Effective Time, for all corporate purposes, other than the payment of dividends and subject to Section 1.6(fParties mutually agree), to evidence the ownership of the number of full Parent Shares into which such Shares shall have been so converted.

Exchange Procedures. As soon as reasonably practicable Promptly after the Effective Time, Parent will TEAM shall instruct the Exchange Agent to mail to each holder of record of Certificates a certificate or certificates (“Certificates”) which immediately prior to the Effective Time represented outstanding shares of Vsource Capital Stock which were converted into the right to receive shares of TEAM Common Stock pursuant to Section 1.6, (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 and shall be in such form and have contain such other provisions as Parent TEAM and Vsource may reasonably specify), ) and (ii) instructions to effect for use in effecting the surrender of the Certificates in exchange for the certificates evidencing Parent Sharesrepresenting shares of TEAM Common Stock. Upon surrender of a Certificate Certificates for cancellation to the Exchange Agent together with such letter of transmittal, duly executedcompleted and validly executed in accordance with the instructions thereto, and such other customary documents as may reasonably be required pursuant to such instructionsby the Exchange Agent, the holder holders of such Certificate Certificates shall be entitled to receive in exchange therefor (A) certificates evidencing that representing the number of whole Parent Shares which such holder has the right to receive in accordance with the Exchange Ratio in respect shares of the Shares formerly evidenced TEAM Common Stock (after aggregating all shares of Vsource Capital Stock surrendered by such Certificate, (Bholder) any dividends or other distributions to into which such holder is entitled pursuant to Section 1.7(cSections 1.6(a)-(d) (which shall be in uncertificated book entry form unless a physical certificate is requested or required by applicable law or regulation), and (C) cash payment in respect lieu of fractional shares as provided in that such holders have the right to receive pursuant to Section 1.6(fl.7(e) (the Parent Shares, dividends, and any dividends or distributions and cash being, collectively, the "Merger Consideration"payable pursuant to Section 1.7(d), and the Certificate Certificates so surrendered shall forthwith be canceled. Until so surrendered, outstanding Certificates will be deemed from and after the Effective Time, for all corporate purposes, to evidence only the ownership of the number of full shares of TEAM Common Stock into which such shares of Vsource Capital Stock shall have been so converted and the right to receive an amount in cash in lieu of the issuance of any fractional shares in accordance with Section l.7(e) and any dividends or distributions payable pursuant to Section l.7(d). No interest will be paid or accrued on any cash in lieu of fractional shares of TEAM Common Stock or on any unpaid dividends or distributions payable to holders of Certificates. In the event of a transfer of ownership of Shares which shares of Vsource Capital Stock that is not registered in the transfer records of Vsource, a certificate representing the Company as proper number of the Effective Time, Parent Shares, dividends and distributions shares of TEAM Common Stock may be issued and paid in accordance with this Article I to a transferee if the Certificate evidencing representing such Shares shares of Vsource Capital Stock 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 have been paid. Until so surrendered, each outstanding Certificate that, prior to the Effective Time, represented Shares will be deemed from and after the Effective Time, for all corporate purposes, other than the payment of dividends and subject to Section 1.6(f), to evidence the ownership of the number of full Parent Shares into which such Shares shall have been so converted.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, Parent will instruct cause the Exchange Agent to mail to each holder the record holders of record of Company Stock Certificates (i) a letter of transmittal in customary form and containing such provisions on which Parent and the Company may mutually agree (and which shall specify will include a provision confirming that delivery shall of Company Stock Certificates will be effected, and risk of loss and title to the Company Stock Certificates shall will pass, only upon proper delivery of the such Company Stock Certificates to the Exchange Agent and shall be in such form and have such other provisions as Parent may reasonably specifyAgent), and (ii) instructions to effect for use in effecting the surrender of the Company Stock Certificates in exchange for the certificates evidencing non-certificated shares of Parent SharesCommon Stock represented by book-entry issuable pursuant to Section 1.6(a). Upon surrender of a Company Stock Certificate for cancellation to the Exchange Agent for exchange, together with such a duly executed letter of transmittal, duly executed, transmittal and such other customary documents as may be reasonably required pursuant to such instructionsby the Exchange Agent or Parent, (A) the holder of such Company Stock Certificate shall will be entitled to receive in exchange therefor (A) certificates evidencing that non-certificated shares of Parent Common Stock represented by book-entry equal to the number of whole shares of Parent Shares which Common Stock that such holder has the right to receive pursuant to the provisions of Section 1.6(a) (and cash in accordance with the Exchange Ratio in respect lieu of the Shares formerly evidenced by such Certificate, (B) any dividends or other distributions to which such holder is entitled fractional share of Parent Common Stock pursuant to Section 1.7(c1.6(g)), and (CB) cash in respect of fractional shares as provided in Section 1.6(f) (the Parent Shares, dividends, distributions and cash being, collectively, the "Merger Consideration"), and the Company Stock Certificate so surrendered shall forthwith will be canceled. In the event of a transfer of ownership of Shares which is not registered in the transfer records of the Company Until surrendered as of the Effective Time, Parent Shares, dividends and distributions may be issued and paid in accordance with this Article I to a transferee if the Certificate evidencing such Shares is presented to the Exchange Agent, accompanied contemplated 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 have been paid. Until so surrendered1.8(b), each outstanding Company Stock Certificate that, prior to the Effective Time, represented Shares held by a Company Stockholder will be deemed deemed, from and after the Effective Time, for all corporate purposes, other than to represent only the payment right to receive the Merger Consideration (and cash in lieu of dividends and subject to Section 1.6(fany fractional share of Parent Common Stock), to evidence the ownership of the number of full Parent Shares into which such Shares shall . If any Company Stock Certificate will have been so convertedlost, stolen or destroyed, the Exchange Agent will require the owner of such lost, stolen or destroyed Company Stock Certificate to provide an appropriate affidavit and to deliver a bond as indemnity against any claim that may be made against the Exchange Agent, Parent or the Surviving Corporation with respect to such Company Stock Certificate.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, Parent will instruct shall cause the Exchange Paying Agent to mail to each holder of record of Certificates a Common Stock Certificate or Book Entry Share, other than shares to be canceled pursuant to Section 2.1(a), (i) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Common Stock Certificates or Book Entry Shares, as applicable, shall pass, only upon proper actual delivery of the Common Stock Certificates or Book Entry Shares to the Exchange Paying Agent and shall be in such a form and have such other provisions as Parent may reasonably specify), ) and (ii) instructions to effect for use in effecting the surrender of the Common Stock Certificates or Book Entry Shares, as applicable, in exchange for the certificates evidencing Parent Merger Consideration in the case of Common Stock Certificates and the Preferred Share Merger Consideration in the case of Preferred Book Entry Shares. Upon surrender of a Common Stock Certificate or Book Entry Shares (or delivery of such customary affidavits and indemnities with respect to a lost certificate which the Paying Agent and/or the Company’s transfer agent may reasonably require) for cancellation to the Exchange Paying Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly executed, and such other customary documents as may reasonably be required pursuant to such instructionsby the Paying Agent, the holder of such Common Stock Certificate or Book Entry Shares shall be entitled to receive in exchange therefor (A) certificates evidencing that number the amount of whole Parent Shares cash into which such holder has the right to receive in accordance with the Exchange Ratio in respect shares of the Shares formerly evidenced Common Stock or Series A Convertible Preferred Stock theretofore represented by such Certificate, (B) any dividends Common Stock Certificate or other distributions to which such holder is entitled Book Entry Shares shall have been converted pursuant to Section 1.7(c2.1(b) or Section 2.1(c), and (C) cash in respect of fractional shares as provided in Section 1.6(f) (the Parent Shares, dividends, distributions and cash being, collectively, the "Merger Consideration")applicable, and the Certificate Common Stock Certificates or Book Entry Shares so surrendered shall forthwith be canceled. No interest will be paid or will accrue on the cash payable upon the surrender of any Common Stock Certificate or Book Entry Shares. In the event of a transfer of ownership of Shares which Common Stock that is not registered in the transfer records of the Company as of the Effective TimeCompany, Parent Shares, dividends and distributions payment may be issued and paid in accordance with this Article I made to a transferee Person other than the Person in whose name the Common Stock Certificate so surrendered is registered, if such Common Stock Certificate 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 such Common Stock Certificate evidencing such Shares is presented or establish to the Exchange Agentsatisfaction of Parent that such Tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.2, accompanied by all documents required each Common Stock Certificate and Book Entry Share (other than Common Stock Certificates or Book Entry Shares representing Dissenting Company Shares and Common Stock Certificates or Book Entry Shares representing any shares of Common Stock to evidence and effect such transfer be canceled pursuant to this Section 1.7(b2.1(a)) and by evidence that any applicable stock transfer taxes have been paid. Until so surrendered, each outstanding Certificate that, prior to the Effective Time, represented Shares will shall be deemed from and at any time after the Effective TimeTime to represent only the right to receive upon such surrender the amount of cash, for all corporate purposeswithout interest, other than the payment of dividends and subject to Section 1.6(f), to evidence the ownership of the number of full Parent Shares into which the shares of Common Stock theretofore represented by such Shares Common Stock Certificate or Book Entry Share shall have been so convertedconverted pursuant to Section 2.1. If any Common Stock Certificate or Book Entry Share shall not have been surrendered prior to six years after the Effective Time (or immediately prior to such time on which any payment in respect hereof would otherwise escheat or become the property of any governmental unit or agency), the payment in respect of such Common Stock Certificate or Book Entry Share 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. Notwithstanding the foregoing, none of the Paying Agent, Parent, the Company, Sub or the Surviving Corporation or any party hereto shall be liable to any former stockholder of the Company for any cash or interest delivered to a public official pursuant to applicable abandoned property, escheat or similar Laws.

Exchange Procedures. As soon as reasonably practicable after the Effective TimeTime (and in any event within five business days after Parent's receipt of all necessary shareholder list and other supporting information), Parent will instruct shall cause the Exchange Agent to mail to each holder of record (as of Certificates the Effective Time) of a certificate or certificates (the "Certificates"), which immediately prior to the Effective Time represented outstanding Shares whose Shares were converted into the right to receive shares of Parent Common Stock pursuant to Section 1.6, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d), (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 contain such other provisions as Parent may reasonably specify), ) and (ii) instructions to effect for use in effecting the surrender of the Certificates in exchange for the certificates evidencing representing shares of Parent SharesCommon Stock, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d). Upon surrender of a Certificate 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 executed, completed and such other customary documents as may be required pursuant to such instructionsvalidly executed in accordance with the instructions thereto, the holder holders of such Certificate Certificates shall be entitled to receive in exchange therefor (A) certificates evidencing that representing the number of whole shares of Parent Shares Common Stock into which their shares of Company Common Stock were converted at the Effective Time, payment in lieu of fractional shares which such holder has holders have the right to receive in accordance with the Exchange Ratio in respect of the Shares formerly evidenced by such Certificate, (Bpursuant to Section 1.6(f) and any dividends or other distributions to which such holder is entitled payable pursuant to Section 1.7(c), and (C) cash in respect of fractional shares as provided in Section 1.6(f) (the Parent Shares, dividends, distributions and cash being, collectively, the "Merger Consideration"1.7(d), and the Certificate Certificates so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Shares which is not registered in the transfer records of the Company as of the Effective Time, Parent Shares, dividends and distributions may be issued and paid in accordance with this Article I to a transferee if the Certificate evidencing such 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 have been paidcancelled. Until so surrendered, each outstanding Certificate that, prior to the Effective Time, represented Shares Certificates will be deemed from and after the Effective Time, for all corporate purposes, other than subject to Section 1.7(d) as to the payment of dividends and subject to Section 1.6(f)other distributions, to evidence only the ownership of the number of full shares of Parent Shares Common Stock into which such Shares shares of Company Common Stock shall have been so convertedconverted and the right to receive an amount in cash in lieu of the issuance of any fractional shares in accordance with Section 1.6(f).

Exchange Procedures. As soon as reasonably practicable after the ------------------- Effective Time, Parent will instruct the Exchange Agent to shall mail to each holder of record of Certificates a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of the Company Common Stock (the "Certificates") whose shares were converted pursuant to Section 2.1 into the right to receive shares of Buyer Common Stock (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 the Buyer may reasonably specify), ) and (ii) instructions to effect for effecting the surrender of the Certificates in exchange for the certificates evidencing Parent Sharesrepresenting shares of Buyer Common Stock (plus cash in lieu of fractional shares, if any, of Buyer Common Stock and any dividends or distributions as provided below). Upon surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by the Buyer, together with such letter of transmittal, duly executed, and such other customary documents as may reasonably be required pursuant to such instructionsby the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor (A) certificates evidencing a certificate representing that number of whole Parent Shares shares of Buyer Common Stock which such holder has the right to receive pursuant to the provisions of this Article II plus cash in accordance with the Exchange Ratio in respect lieu of the Shares formerly evidenced by such Certificate, (Bfractional shares pursuant to Section 2.2(e) and any dividends or other distributions to which such holder is entitled pursuant to Section 1.7(c), and (C) cash in respect of fractional shares as provided in Section 1.6(f) (the Parent Shares, dividends, distributions and cash being, collectively, the "Merger Consideration"2.2(c), and the Certificate so surrendered shall forthwith immediately be canceled. In the event of a transfer of ownership of Shares Company Common Stock which is not registered in the transfer records of the Company as Company, a certificate representing the proper number of the Effective Time, Parent Shares, shares of Buyer Common Stock plus cash in lieu of fractional shares pursuant to Section 2.2(e) and any dividends and or distributions pursuant to Section 2.2(c) may be issued and paid in accordance with this Article I to a transferee if person other than the person in whose name the Certificate evidencing so surrender is registered, if such Shares Certificate 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 have been paid. Until so surrenderedsurrendered as contemplated by this Section 2.2, each outstanding Certificate that, prior to the Effective Time, represented Shares will shall be deemed from and at any time after the Effective Time, for all corporate purposes, other than Time to represent only the payment right to receive upon such surrender the certificate representing shares of dividends and subject Buyer Common Stock plus cash in lieu of fractional shares pursuant to Section 1.6(f), 2.2(e) and any dividends or distributions pursuant to evidence the ownership of the number of full Parent Shares into which such Shares shall have been so convertedSection 2.2(c) as contemplated by this Section 2.2.

Exchange Procedures. As soon as reasonably practicable Promptly after the Effective Time, Parent will instruct Xxxxxxxx shall cause the Exchange Agent to mail to each holder of record of Certificates a Tosco Certificate (ia) a letter of transmittal (which that shall specify that delivery shall be effected, and risk of loss and title to the Tosco Certificates shall pass, only upon proper delivery of the Tosco Certificates to the Exchange Agent Agent, and which letter shall be in such customary form and have such other provisions as Parent Xxxxxxxx or Xxxxx may reasonably specify), specify (such letter to be reasonably acceptable to Tosco and Xxxxxxxx prior to the Effective Time) and (iib) instructions to effect for effecting the surrender of the such Tosco Certificates in exchange for the certificates evidencing Parent SharesMerger Consideration, together with any dividends and other distributions with respect thereto and any cash in lieu of fractional shares. Upon surrender of a Tosco Certificate for cancellation to the Exchange Agent together with such letter of transmittal, duly executedexecuted and completed in accordance with the instructions thereto, and such other customary documents as may reasonably be required pursuant to such instructionsby the Exchange Agent, the holder of such Tosco Certificate shall be entitled to receive in exchange therefor (Ai) certificates evidencing that shares of Xxxxxxxx Common Stock (which shall be in uncertificated book-entry form, unless a physical certificate is requested by such holder or is otherwise required by applicable law or regulation) representing, in the aggregate, the whole number of whole Parent Shares which shares that such holder has the right to receive in accordance with the Exchange Ratio in respect pursuant to Section 3.1 (after taking into account all shares of the Shares formerly evidenced Tosco Common Stock then held by such Certificateholder) and (ii) a check in the amount equal to the cash that such holder has the right to receive pursuant to the provisions of this Article III, (B) including cash in lieu of any fractional shares of Xxxxxxxx Common Stock pursuant to Section 3.7 and dividends and other distributions pursuant to Section 3.5. No interest will be paid or will accrue on any cash payable pursuant to Section 3.5 or Section 3.7. In the event of a transfer of ownership of Tosco Common Stock that is not registered in the transfer records of Tosco, one or more shares of Xxxxxxxx Common Stock evidencing, in the aggregate, the proper number of shares of Xxxxxxxx Common Stock, a check in the proper amount of cash in lieu of any fractional shares of Xxxxxxxx Common Stock pursuant to Section 3.7 and any dividends or other distributions to which such holder is entitled pursuant to Section 1.7(c)3.5, and (C) cash in respect of fractional shares as provided in Section 1.6(f) (the Parent Shares, dividends, distributions and cash being, collectively, the "Merger Consideration"), and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Shares which is not registered in the transfer records of the Company as of the Effective Time, Parent Shares, dividends and distributions may be issued and paid in accordance with this Article I respect to such Tosco Common Stock to such a transferee if the Tosco Certificate evidencing representing such Shares shares of Tosco Common Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer pursuant and to this Section 1.7(b) and by evidence that any applicable stock transfer taxes have been paid. Until so surrendered, each outstanding Certificate that, prior to the Effective Time, represented Shares will be deemed from and after the Effective Time, for all corporate purposes, other than the payment of dividends and subject to Section 1.6(f), to evidence the ownership of the number of full Parent Shares into which such Shares shall have been so converted.

Exchange Procedures. (i) As soon promptly as reasonably practicable after the Effective Time, and in any event not later than the fifth Business Day after the Effective Time, Parent will instruct cause the Exchange Agent to mail to each Person who was, at the Effective Time, a holder of record of Certificates Shares entitled to receive the Merger Consideration pursuant to Section 1.5(a): (iA) a letter of transmittal in customary form and containing such provisions as Parent may reasonably specify (which shall specify including a provision confirming 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 Agent and shall be or, in such form and have such other provisions as Parent may reasonably specifythe case of Book-Entry Shares, upon adherence to the procedures set forth in the letter of transmittal), and (iiB) instructions to effect for use in effecting the surrender of such holder’s Certificates and Book-Entry Shares pursuant to such letter of transmittal. Exchange of any Book-Entry Shares will be effected in accordance with the Certificates in exchange for the certificates evidencing Parent Shares. Exchange Agent’s customary procedures with respect to securities represented by book entry. (ii) Upon surrender of a Certificate for cancellation or Book-Entry Share to the Exchange Agent for exchange, together with such a duly executed letter of transmittal, duly executed, transmittal and such other customary documents as may be reasonably required pursuant to such instructionsby the Exchange Agent or Parent, (A) the holder of such Certificate shall Shares will be entitled to receive in exchange therefor (A1) certificates evidencing cash in the amount equal to the Cash Consideration that number of whole Parent Shares which such holder has the right to receive in accordance with pursuant to Section 1.5(a) and this ARTICLE II, (2) a certificate representing the number of whole shares of Parent Common Stock (or uncertificated shares of Parent Common Stock represented by a book entry) representing the Stock Consideration that such holder has the right to receive pursuant to Section 1.5(a) and this ARTICLE II after applying the Exchange Ratio in respect of the Shares formerly evidenced by such CertificateRatio, (B3) cash in lieu of any fractional shares of Parent Common Stock such holder is entitled to receive pursuant to Section 2.1(e) and (4) any dividends or other distributions to which such holder is entitled to receive pursuant to Section 1.7(c2.1(c), ; and (CB) cash in respect of fractional shares as provided in Section 1.6(f) (the Parent Shares, dividends, distributions and cash being, collectively, the "Merger Consideration"), and the Certificate Certificates or Book-Entry Shares so surrendered shall will forthwith be canceledcancelled. In the event of a transfer of ownership of Shares which is not registered in the transfer records of the Company Until surrendered as of the Effective Time, Parent Shares, dividends contemplated by Section 1.5(a) and distributions may be issued and paid in accordance with this Article I to a transferee if the Certificate evidencing such 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 have been paid. Until so surrendered2.1, each outstanding Certificate that, prior to the Effective Time, represented Shares or Book-Entry Share will be deemed from and at all times after the Effective TimeTime to represent only the right to receive upon such surrender, for all corporate purposesin each case, other than without interest, the payment Merger Consideration, cash in lieu of dividends and subject any fractional shares of Parent Common Stock the holder of such Certificate or Book-Entry Share is entitled to receive pursuant to Section 1.6(f2.1(e) and any dividends or other distributions such holder is entitled to receive pursuant to Section 2.1(c), to evidence the ownership of the number of full Parent Shares into which such Shares shall have been so converted.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, Parent will instruct the Surviving Corporation shall cause the Exchange Agent to mail to each holder of record of Certificates a certificate which represented Common Shares immediately prior to the Effective Time (the "Certificates") (i) a letter of transmittal (which shall specify specifying 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 (or affidavits of loss in lieu thereof) to the Exchange Agent and shall Agent, such letter of transmittal to be in such form and have such other provisions as Parent may shall reasonably specify)determine, and (ii) instructions to effect for use in effecting the surrender of the Certificates in exchange for the certificates evidencing Parent consideration described in Section 4.1 and 4.3(b). The Certificates so delivered shall be duly endorsed as the Exchange Agent may require. 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 Common Shares (other than Excluded Shares and Dissenting Shares. Upon ) issued and outstanding at the Effective Time shall surrender of a Certificate for cancellation the Certificates representing such Common Shares to the Exchange Agent together with such the letter of transmittal, duly executed, transmittal and such other customary documents as may reasonably be required pursuant to by the Exchange Agent. Upon surrender of a Certificate, such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor (A) certificates evidencing that number of whole Parent Shares which such holder has the right to receive consideration provided in accordance Section 4.1 or 4.3(b), as applicable, together with the Exchange Ratio all undelivered dividends or distributions in respect of the such Common Shares formerly evidenced by such Certificate, (Bwithout interest thereon) any dividends or other distributions to which such holder is entitled pursuant to Section 1.7(c)4.5, and (C) cash in respect less any withholding of fractional shares Taxes as provided in Section 1.6(f) (the Parent Shares, dividends, distributions and cash being, collectively, the "Merger Consideration")may be required by applicable Law, and the Certificate so surrendered shall forthwith be canceled. Subject to the second and third succeeding sentences, Parent shall not be obligated to deliver the consideration to which any former holder of Common Shares is entitled as a result of the Merger until such holder surrenders such holder's Certificates for exchange as provided in this Section 4.4. In the event of a transfer of ownership of Common Shares which is represented by Certificates that are not registered in the transfer records of the Company Company, the consideration provided in Section 4.1 or 4.3(b), as of the Effective Timeapplicable, Parent Shares, dividends and distributions may be issued and paid in accordance with this Article I to a transferee if the Certificate evidencing Certificates representing such Common Shares is presented are delivered to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer pursuant transfer. If payment of the Merger Consideration is to this Section 1.7(b) and by evidence that any applicable stock transfer taxes have been paid. Until so surrendered, each outstanding Certificate that, prior be made to the Effective Time, represented Shares will be deemed from and after the Effective Time, for all corporate purposes, a Person other than the Person in whose name the surrendered Certificate is registered, it shall be a condition of payment that the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and that the Person requesting such payment shall have paid any transfer and other taxes required by reason of the payment of dividends and subject the Merger Consideration to Section 1.6(f), to evidence a Person other than the ownership registered holder of the number Certificate surrendered or shall have established to the satisfaction of full Parent Shares into which the Surviving Corporation that such Shares tax either has been paid or is not applicable. If any Certificate shall have been so lost, stolen, mislaid or destroyed, upon receipt of (a) an affidavit of that fact from the holder claiming such Certificate to be lost, mislaid, stolen or destroyed, (b) such bond, security or indemnity as Parent and the Exchange Agent may reasonably require, and (c) any other documents reasonably necessary to evidence and effect the bona fide exchange thereof, the Exchange Agent shall issue to such holder the consideration into which the Common Shares represented by such lost, stolen, mislaid or destroyed Certificate shall have been converted. Any other provision of this Agreement notwithstanding, neither Parent, the Surviving Corporation nor the Exchange Agent shall be liable to a holder of Common Shares for any amounts paid or property delivered in good faith to a public official pursuant to any applicable abandoned property, escheat or similar Law.

Exchange Procedures. As soon as reasonably practicable either before or after the Effective Time, Parent but in any event no later than five business days after the Effective Time, HUBCO will instruct the Exchange Agent to mail to each holder of record of Certificates a certificate or certificates which immediately prior to the Effective Time evidenced outstanding shares of IBSF Common Stock (the "Certificates"), (i) a letter of transmittal (the form and substance of which is reasonably agreed to by HUBCO and IBSF prior to the Effective Time and which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and which shall be in such form and have such other provisions as Parent HUBCO may reasonably specify), ) and (ii) instructions to effect for effecting the surrender of the Certificates in exchange for the certificates evidencing Parent Sharesshares of HUBCO Common Stock and cash in lieu of fractional shares. Upon surrender of a Certificate for cancellation to the Exchange Agent together with such letter of transmittal, duly executed, and such other customary documents as may be required pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor (Ax) certificates evidencing that number of whole Parent Shares shares of HUBCO Common Stock which such holder has the right to receive in accordance with the Exchange Ratio in respect of the Shares shares of IBSF Common Stock formerly evidenced by such Certificate, Certificate in accordance with Section 2.1 (Bas adjusted pursuant to Section 7.1(i) any dividends or other distributions if applicable) and (y) cash in lieu of fractional shares of HUBCO Common Stock to which such holder is may be entitled pursuant to Section 1.7(c), and (C) cash in respect of fractional shares as provided in Section 1.6(f2.2(e) (the Parent Shares, dividends, distributions shares of HUBCO Common Stock and cash being, collectively, described in clauses (x) and (y) being collectively referred to as the "Merger Consideration"), ) and the Certificate Certificates so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Shares shares of IBSF Common Stock which is not registered in the transfer records of IBSF, a certificate evidencing the Company as proper number of the Effective Time, Parent Shares, dividends and distributions shares of HUBCO Common Stock and/or cash may be issued and and/or paid in accordance with this Article I II to a transferee if the Certificate evidencing such Shares shares of IBSF Common Stock 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 have been paid. Until so surrenderedsurrendered as contemplated by this Section 2.2, each outstanding Certificate that, prior to the Effective Time, represented Shares will shall be deemed from and at any time after the Effective Time, for all corporate purposes, other than the payment of dividends and subject to Section 1.6(f), Time to evidence only the ownership of right to receive upon such surrender the number of full Parent Shares into which such Shares shall have been so convertedMerger Consideration.

Exchange Procedures. As soon as reasonably practicable (i) At or promptly after the Effective TimeTime of Merger, Parent will instruct API shall cause the Exchange Agent to mail to each holder of record of Certificates a certificate or certificates which immediately prior to the Effective Time of Merger represented outstanding shares of ZERO Common Stock (ithe "ZERO Certificates"): (A) 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 API may reasonably specify), ; and (iiB) instructions to effect the surrender of the ZERO Certificates in exchange for the certificates evidencing Parent Shares. representing shares of API Common Stock. (ii) Upon surrender of a ZERO Certificate for cancellation to the Exchange Agent together with such letter of transmittal, duly executed, and with such other customary documents as the Exchange Agent may be required pursuant to such instructionsreasonably require, the holder of such ZERO Certificate shall be entitled to receive receive, and API shall cause the Exchange Agent to promptly deliver in exchange therefor (A) certificates evidencing therefor, a certificate representing that number of whole Parent Shares which such holder has the right to receive in accordance with the Exchange Ratio in respect shares of the Shares formerly evidenced by such Certificate, (B) any dividends or other distributions API Common Stock to which such holder is entitled pursuant to Section 1.7(c), and (C) cash in respect of such ZERO Certificate pursuant to the provisions of this Article II of this Agreement, plus any cash in lieu of any fractional shares as provided share interest in accordance with Section 1.6(f2.8(e) (the Parent Shares, dividends, distributions and cash being, collectively, the "Merger Consideration")of this Agreement, and the ZERO Certificate so surrendered shall forthwith be canceled. ; provided, however, that fractional share interests of any one holder shall be aggregated to maximize the number of whole shares of API Common Stock to be issued and minimize the fractional interests to be paid in cash as provided in Section 2.8(e) of this Agreement. (iii) In the event of a transfer of ownership of Shares shares of ZERO Common Stock which is not registered in the transfer records of ZERO, a certificate representing the Company as proper number of the Effective Timeshares of API Common Stock, Parent Shares, dividends and distributions may be issued and paid any cash in lieu of any fractional share interests in accordance with Section 2.8(e) of this Article I Agreement, shall be delivered to a the transferee if the ZERO Certificate evidencing which represented such Shares shares of ZERO Common Stock 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 have been paid. . (iv) Until so surrenderedsurrendered as contemplated by this Section 2.8 of this Agreement, each outstanding ZERO Certificate that, prior to the Effective Time, represented Shares will shall be deemed from and at all times after the Effective Time, for all corporate purposes, other than Time of Merger to represent only the payment right to receive upon surrender a certificate representing shares of dividends API Common Stock and subject to cash in lieu of any fractional share interest as contemplated by Section 1.6(f), to evidence the ownership 2.8(e) of the number of full Parent Shares into which such Shares shall have been so convertedthis Agreement.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, Parent will instruct the Exchange Agent to shall mail to each holder of record of Certificates a certificate or certificates which immediately prior to the Effective Time represented out- standing shares of RSI Common Stock (the "Certificates") whose shares were converted into the right to receive the Merger Con- sideration pursuant to Section 2.1, (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 JPFI and RSI may reasonably specify), ) and (ii) instructions to effect the surrender of for use in sur- rendering the Certificates in exchange for the certificates evidencing Parent SharesMerger Consider- ation. Upon surrender of a Certificate for cancellation to the Exchange Agent Agent, together with such letter of transmittal, duly executed, and such other customary documents as may reasonably be required pursuant to such instructionsre- quired by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor (A) certificates evidencing a certificate representing that number of whole Parent Shares shares of JPFI Common Stock which such holder has the right to receive pursuant to the pro- visions of this Article II, certain dividends or other distri- butions in accordance with the Exchange Ratio in respect of the Shares formerly evidenced by such Certificate, (BSection 2.2(c) any dividends or other distributions to which such holder is entitled pursuant to Section 1.7(c), and (C) cash in respect lieu of any fractional shares as provided share of JPFI Common Stock in accordance with Section 1.6(f) (the Parent Shares, dividends, distributions and cash being, collectively, the "Merger Consideration"2.2(e), and the Certificate so surrendered shall forthwith forth- with be canceledcancelled. Notwithstanding anything to the contrary contained herein, no certificate representing JPFI Common Stock or cash in lieu of a fractional share interest shall be deliv- ered to a person who is an affiliate of RSI for purposes of qualifying the Merger for pooling of interests accounting treatment under Opinion 16 of the Accounting Principles Board and applicable Securities and Exchange Commission ("SEC") rules and regulations, unless such person has executed and delivered an agreement in the form of Exhibit E hereto. In the event of a transfer surrender of ownership a Certificate representing shares of Shares RSI Common Stock which is are not registered in the transfer records of RSI under the Company as name of the Effective Timeperson surrendering such Certificate, Parent Shares, dividends and distributions a certificate representing the proper number of shares of JPFI Common Stock may be issued to a person other than the person in whose name the Certificate so surrendered is registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such issu- ance shall pay any transfer or other taxes required by reason of the issuance of shares of JPFI Common Stock to a person other than the registered holder of such Certificate or estab- lish to the satisfaction of JPFI that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration which the holder thereof has the right to receive in respect of such Certificate pursuant to the provisions of this Article II, certain divi- dends or other distributions in accordance with Section 2.2(c) and cash in lieu of any fractional share of JPFI Common Stock in accordance with Section 2.2(e). No interest shall be paid or will accrue on any cash payable to holders of Certificates pursuant to the provisions of this Article I to a transferee if the Certificate evidencing such 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 have been paid. Until so surrendered, each outstanding Certificate that, prior to the Effective Time, represented Shares will be deemed from and after the Effective Time, for all corporate purposes, other than the payment of dividends and subject to Section 1.6(f), to evidence the ownership of the number of full Parent Shares into which such Shares shall have been so convertedII.

Exchange Procedures. As soon promptly as reasonably practicable after the Effective Time, Parent will instruct Viacom shall cause the Exchange Agent to mail to each holder of record of Certificates a certificate or certificates which immediately prior to the Effective Time represented outstanding Shares (the "Certificates") (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 may reasonably specify), customary form) and (ii) instructions to effect for use in effecting the surrender of the Certificates in exchange for certificates representing whole shares of Viacom Class B Common Stock or the certificates evidencing Parent Sharesshares of Viacom Series C Preferred Stock, as the case may be, together with any dividends or distributions with respect thereto and any cash in lieu of fractional shares. Upon surrender to the Exchange Agent of a Certificate for cancellation to the Exchange Agent exchange and cancellation, together with such letter of transmittal, duly executed, and such other customary documents as may be required pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor (A) certificates evidencing a certificate representing that number of whole Parent Shares shares of Viacom Class B Common Stock or that number of shares of Viacom Series C Preferred Stock, as the case may be, which such holder has the right to receive in accordance with the Exchange Ratio in respect of the Shares formerly evidenced represented by such CertificateCertificate (after taking into account all Shares then held by such holder), (Bcash in lieu of fractional shares of Viacom Class B Common Stock or Viacom Series C Preferred Stock to which such holder is entitled pursuant to Section 2.02(e) and any dividends or other distributions to which such holder is entitled pursuant to Section 1.7(c), and (C) cash in respect of fractional shares as provided in Section 1.6(f) (the Parent Shares, dividends, distributions and cash being, collectively, the "Merger Consideration"2.02(c), and the Certificate so surrendered shall forthwith be canceledcancelled. In the event of a transfer of ownership of Shares which that is not registered in the transfer records of CBS, a certificate representing the Company proper number of shares of Viacom Class B Common Stock or the proper number of shares of Viacom Series C Preferred Stock, as of the Effective Timecase may be, Parent Shares, dividends and distributions may be issued and paid in accordance with this Article I to a transferee if the Certificate evidencing representing such 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 have been paid. Until so surrenderedsurrendered as contemplated by this Section 2.02, each outstanding Certificate that, prior to the Effective Time, represented Shares will shall be deemed from and at any time after the Effective TimeTime to represent only the right to receive upon such surrender the certificate representing shares of Viacom Class B Common Stock or the certificate representing shares of Viacom Series C Preferred Stock, for all corporate purposesas the case may be, other than the payment cash in lieu of dividends and subject any fractional shares of Viacom Class B Common Stock or Viacom Series C Preferred Stock to which such holder is entitled pursuant to Section 1.6(f), 2.02(e) and any dividends or other distributions to evidence the ownership of the number of full Parent Shares into which such Shares shall have been so convertedholder is entitled pursuant to Section 2.02(c).

Exchange Procedures. As soon as reasonably practicable after the Effective Time, Parent will instruct shall cause the Exchange Agent to mail to each holder of record of Certificates a Certificate whose shares were converted into the Allscripts Merger Consideration pursuant to Section 2.1, or the ChannelHealth Merger Consideration pursuant to Section 2.2 (collectively, the "Merger Consideration"), (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 Allscripts and ChannelHealth may reasonably specify), ) and (ii) instructions to effect for use in effecting the surrender of the Certificates in exchange for the certificates evidencing Parent Sharesapplicable Merger Consideration. Upon surrender of a Certificate for cancellation to the Exchange Agent Agent, together with such letter of transmittal, duly executed, and such other customary documents as may reasonably be required pursuant to such instructionsby the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor (A) certificates evidencing a Parent Certificate representing that number of whole shares of Parent Shares Common Stock which such holder has the right to receive pursuant to the provisions of this Article II, certain dividends or other distributions, if any, in accordance with the Exchange Ratio in respect of the Shares formerly evidenced by such Certificate, (BSection 2.3(c) any dividends or other distributions to which such holder is entitled pursuant to Section 1.7(c), and (C) cash in respect lieu of any fractional shares as provided share in accordance with Section 1.6(f) (the Parent Shares, dividends, distributions and cash being, collectively, the "Merger Consideration"2.3(e), and the Certificate so surrendered shall forthwith be canceledcancelled. In the event of a transfer of ownership of Shares which ChannelHealth Stock that is not registered in the transfer records of ChannelHealth, or of Allscripts Common Stock that is not registered in the Company as transfer records of Allscripts, a Parent Certificate representing the Effective Time, proper number of shares of Parent Shares, dividends and distributions Common Stock may be issued to a person other than the person in whose name the Certificate so surrendered is registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such issuance shall pay any transfer or other non-income taxes required by reason of the issuance of shares of Parent Common Stock to a person other than the registered holder of such Certificate or establish to the satisfaction of Parent that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.3, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the applicable Merger Consideration that the holder thereof has the right to receive pursuant to the provisions of this Article II, if applicable, certain dividends or other distributions in accordance with Section 2.3(c) and, if applicable, cash in lieu of any fractional share in accordance with Section 2.3(e). No interest will be paid or will accrue on any cash payable to holders of Certificates pursuant to the provisions of this Article I to a transferee if the Certificate evidencing such 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 have been paid. Until so surrendered, each outstanding Certificate that, prior to the Effective Time, represented Shares will be deemed from and after the Effective Time, for all corporate purposes, other than the payment of dividends and subject to Section 1.6(f), to evidence the ownership of the number of full Parent Shares into which such Shares shall have been so convertedII.

Exchange Procedures. As soon promptly as reasonably practicable after the Effective Time, Parent will instruct Adamis or the Exchange Agent to will mail to each holder of record of Certificates DMK Capital Stock whose shares would be converted into the right to receive shares of the Merger Consideration pursuant to Section 1.6(a): (i) a letter of transmittal (which shall specify that delivery shall be effected, in customary form mutually agreeable to DMK 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 may reasonably specify), and Adamis; (ii) instructions to effect the surrender of the Certificates in exchange for the certificates evidencing Parent Shares. Upon surrender of a Certificate for cancellation to the Exchange Agent together with such letter of transmittal, duly executed, and such other customary documents as may be required pursuant to such instructions; and (iii) instructions for use in effecting the surrender of DMK Capital Stock in exchange for certificates representing shares of Adamis constituting Merger Consideration (or evidence of shares in uncertificated or book-entry form). Upon surrender of DMK Capital Stock for cancellation to the Exchange Agent, together with such letter of transmittal and other documents, duly completed and validly executed in accordance with the instructions thereto, the holder of such Certificate DMK Capital Stock shall be entitled to receive in exchange therefor therefor, (Ax) certificates evidencing that a certificate (or evidence of shares in uncertificated or book-entry form) representing the number of whole Parent Exchange Shares into which such holder has the DMK Common Stock represented thereby shall have been converted into the right to receive in accordance with the Exchange Ratio in respect as of the Shares formerly evidenced by such CertificateEffective Time, (By) any dividends or other distributions to which such holder is entitled pursuant to Section 1.7(c1.10(d), and (Cz) cash in respect of any fractional shares as provided in Section 1.6(f) (the Parent Shares, dividends, distributions and cash being, collectively, the "Merger Consideration"1.6(e), and the Certificate DMK Capital Stock so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Shares which is not registered in the transfer records of the Company as of the Effective Time, Parent Shares, dividends and distributions may be issued and paid in accordance with this Article I to a transferee if the Certificate evidencing such 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 have been paid. Until so surrendered, each such outstanding Certificate that, prior to the Effective Time, represented Shares share of DMK Capital Stock will be deemed from and after the Effective Time, for all corporate purposes, purposes other than the payment of dividends and subject to Section 1.6(f)dividends, to evidence the ownership of the number of full Parent Exchange Shares into which such Shares shares of DMK Capital Stock shall have been so convertedconverted and the right to receive cash in lieu of the issuance of any fractional shares. If any DMK Stock Certificate shall have been lost, stolen or destroyed, Axxxxx may, in its discretion and as a condition precedent to the issuance of any certificate (or evidence of shares in uncertificated or book-entry form) representing Merger Consideration, require the owner of such lost, stolen or destroyed DMK Stock Certificate to provide a reasonable affidavit as indemnity against any claim that may be made against the Exchange Agent, Axxxxx or the Surviving Corporation with respect to such DMK Stock Certificate.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, Parent will instruct Crompton shall cause the Exchange Agent to mail to each holder of record of Certificates a Certificate whose shares of Great Lakes Common Stock were converted pursuant to Section 2.1(c) into the right to receive the Merger Consideration, (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 as Crompton and Great Lakes may reasonably agree to use and shall have such other provisions as Parent Crompton and Great Lakes may reasonably agree to specify), ) and (ii) instructions to effect for use in effecting the surrender of the Certificates in exchange for certificates representing the certificates evidencing Parent SharesMerger Consideration, any dividends or other distributions to which holders of Certificates are entitled pursuant to Section 2.2(c) and any net cash proceeds from the sale of the Excess Shares to which such holders are entitled pursuant to Section 2.2(e). Upon surrender of a Certificate for cancellation to the Exchange Agent Agent, together with such letter of transmittal, duly executed, completed and validly executed in accordance with the instructions (and such other customary documents as may reasonably be required pursuant to such instructionsby the Exchange Agent), the holder of such Certificate shall be entitled to receive in exchange therefor (A) certificates evidencing a certificate representing that number of whole Parent Shares which shares of Crompton Common Stock that such holder has the right to receive in accordance with pursuant to the Exchange Ratio in respect provisions of this Article II after taking into account all the Shares formerly evidenced shares of Great Lakes Common Stock then held by such Certificateholder under all such Certificates so surrendered, (B) any dividends or other distributions to which such holder is entitled pursuant to Section 1.7(c), 2.2(c) and (C) any net cash in respect proceeds from the sale of fractional shares as provided in the Excess Shares to which such holder is entitled pursuant to Section 1.6(f) (the Parent Shares, dividends, distributions and cash being, collectively, the "Merger Consideration"2.2(e), and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Shares which shares of Great Lakes Common Stock that is not registered in the transfer records of Great Lakes, a certificate representing the Company as proper number of the Effective Time, Parent Shares, dividends and distributions shares of Crompton Common Stock may be issued and paid in accordance with this Article I to a transferee if Person other than the Person in whose name the Certificate evidencing such Shares so surrendered is presented registered, if, upon presentation to the Exchange Agent, accompanied such Certificate shall be properly endorsed or shall otherwise be in proper form for transfer and the Person requesting such issuance shall have paid, or pay, any transfer and other taxes required by all documents required reason of the issuance of shares of Crompton Common Stock to evidence a Person other than the registered holder of such Certificate or shall have established to the reasonable satisfaction of Crompton and effect the Exchange Agent that such transfer pursuant to tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 1.7(b) and by evidence that any applicable stock transfer taxes have been paid. Until so surrendered2.2(b), each outstanding Certificate that, prior to the Effective Time, represented Shares will shall be deemed from and at any time after the Effective TimeTime to represent only the right to receive the Merger Consideration, for all corporate purposes, any dividends or other than distributions to which the payment holder of dividends and subject such Certificate is entitled pursuant to Section 1.6(f2.2(c) and any net cash proceeds from the sale of the Excess Shares to which such holder is entitled pursuant to Section 2.2(e), to evidence the ownership of the number of full Parent Shares into which such Shares shall have been so convertedin each case without interest.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, Parent will instruct the Exchange Agent to mail to each holder of record of a Certificate or Certificates (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 may reasonably specify), specify that are not inconsistent with the terms of this Agreement) and (ii) instructions to effect for use in effecting the surrender of the Certificates in exchange for the certificates evidencing Parent SharesMerger Consideration. Upon surrender of a Certificate for cancellation to the Exchange Agent together with such letter of transmittal, duly executed, and such other customary documents as may be required pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor (Ai) certificates evidencing that number of whole shares of Parent Shares Common Stock which such holder has the right to receive in accordance with the Exchange Ratio Section 2.1(a) in respect of the Shares shares of Company Common Stock formerly evidenced by such Certificate, (Bii) any dividends or other distributions to which such holder is entitled pursuant to Section 1.7(c2.2(c) and (iii) any cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.2(d), and (C) cash in respect of fractional shares as provided in Section 1.6(f) (the Parent Shares, dividends, distributions and cash being, collectively, the "Merger Consideration")after giving effect to any tax withholdings, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Shares shares of Company Common Stock which is not registered in the transfer records of the Company as of the Effective Time, a certificate representing the proper number of shares of Parent Shares, dividends and distributions Common Stock may be issued and paid in accordance with this Article I to a transferee if the Certificate evidencing such Shares Company Common Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer pursuant to this Section 1.7(b2.2(b) and by evidence that any applicable stock transfer taxes have been paid. Until so surrendered, each outstanding Certificate that, prior to the Effective Time, represented Shares shares of Company Common Stock will be deemed from and after the Effective Time, for all corporate purposes, other than to represent only (i) the payment of dividends and subject right to exercise dissenters rights, if any, as described in Section 1.6(f2.1(c), or (ii) the right to evidence receive upon surrender the ownership of the number of full Parent Shares into which such Shares shall have been so convertedMerger Consideration.

Exchange Procedures. As soon as reasonably practicable after Promptly following the Effective Time and in any event not later than five Business Days following the Effective Time, Parent will instruct or the Surviving Company shall cause the Exchange Agent to mail mail, to each holder shareholder of record of Certificates the Company, (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 the parties may reasonably specifyspecify at least three Business Days before the Effective Time), and (ii) instructions to effect for use in effecting the surrender of the Certificates Company Common Shares in exchange for the certificates evidencing Parent SharesConsideration. Upon Following the Effective Time, upon surrender of a Certificate for cancellation title to the Exchange Agent Company Common Shares previously held by a shareholder of the Company in accordance with this Section 2.2, together with such letter of transmittal, transmittal duly executed, executed and such other customary documents as the Exchange Agent may be required pursuant to such instructionsreasonably require, the a holder of such Certificate Company Common Shares shall be entitled to receive in exchange therefor (A) certificates evidencing a certificate or book-entry representing that number of whole Parent Common Shares (rounded down) which such holder shareholder has the right to receive in accordance with the Exchange Ratio in respect of the Company Common Shares formerly evidenced after taking into account all Company Common Shares then held by such Certificateshareholder, (B) any dividends or other distributions cash in lieu of fractional shares that such shareholder has the right to which such holder is entitled pursuant to receive under Section 1.7(c), 2.2(e) and (C) cash the amount of the Cash Consideration which such shareholder has the right to receive in respect of fractional shares as provided the Company Common Shares and any Company Certificate surrendered in Section 1.6(f) (the Parent Shares, dividends, distributions and cash being, collectively, the "Merger Consideration"), and the Certificate so surrendered respect thereof shall forthwith be canceledmarked as cancelled. In the event of a transfer of ownership of Company Common Shares which that is not registered in the transfer records of the Company as Company, a certificate or book-entry representing the proper number of the Effective Time, Parent Shares, dividends and distributions Common Shares may be issued and paid in accordance with this Article I to a transferee if the Company Certificate evidencing representing such Company Common Shares (if any) is presented to the Exchange Agent, accompanied by all documents normally required to evidence and effect such transfer pursuant (reasonably satisfactory to this Section 1.7(bParent) and by reasonable evidence that any applicable stock transfer taxes have been paid. Until so surrendered, each outstanding Certificate that, prior to the Effective Time, represented Shares will be deemed from and after the Effective Time, for all corporate purposes, other than the payment of dividends and subject to Section 1.6(f), to evidence the ownership of the number of full Parent Shares into which such Shares shall have been so converted.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, Parent will instruct the Exchange Agent to mail to each holder of record of Certificates a certificate or certificates which immediately prior to the Effective Time evidenced outstanding shares of Company Common Stock (other than Dissenting Shares) (the "Certificates") (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 may reasonably specify), ) and (ii) instructions to effect the surrender of the Certificates in exchange for the certificates evidencing shares of Parent SharesPreferred Stock and, in lieu of any fractional shares thereof, cash, and, if applicable, the cash portion of the Merger Consideration payable pursuant to Section 2.06(b). Upon surrender of a Certificate for cancellation to the Exchange Agent together with such letter of transmittal, duly executed, and such other customary documents as may be required pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor (A) certificates evidencing that number of whole shares of Parent Shares Preferred Stock which such holder has the right to receive in accordance with the Exchange Ratio or, if applicable, the Adjusted Exchange Ratio, in respect of the Shares shares of Company Common Stock formerly evidenced by such Certificate, (B) the amount of cash, if any, payable with respect to such shares pursuant to Section 2.06(b), (C) any dividends or other distributions to which such holder is entitled pursuant to Section 1.7(c), 2.07(c) and (CD) cash in respect lieu of fractional shares as provided in of Parent Preferred Stock to which such holder is entitled pursuant to Section 1.6(f2.06(f) (the Parent SharesPreferred Stock, dividendscash, dividends and distributions described in clauses (A), (B), (C) and cash (D) being, collectively, the "Merger Consideration"), and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Shares shares of Company Common Stock which is not registered in the transfer records of the Company as of the Effective Time, Parent Shares, dividends and distributions the Merger Consideration may be issued and paid in accordance with this Article I II to a transferee if the Certificate evidencing such Shares shares of Company Common Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer pursuant to this Section 1.7(b2.07(b) and by evidence that any applicable stock transfer taxes have been paid. Until so surrendered, each outstanding Certificate that, prior to the Effective Time, represented Shares 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 subject to Section 1.6(f)dividends, to evidence the ownership of right to receive the number of full shares of Parent Shares Preferred Stock into which such Shares shares of Company Common Stock shall have been so converted, the right to receive the cash portion of the Merger Consideration payable with respect thereto pursuant to Section 2.06(b) and the right to receive an amount in cash in lieu of the issuance of any fractional shares in accordance with Section 2.06(f).

Exchange Procedures. As soon as reasonably practicable Commencing on the 35th day after the Effective Timedate hereof, Parent will instruct shall cause the Exchange Agent to mail promptly deliver to each holder of record of Certificates a certificate or certificates representing outstanding shares of Common Stock (the "Stock Certificates") and to each holder of record of a certificate or instrument which immediately prior to the Effective Time represented any outstanding Company Options (the "Option Certificates" and, collectively together with the Stock Certificates, the "Certificates") from whom the Exchange Agent receives a written request (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 at or following the Effective Time and upon proper delivery of the Certificates to the Exchange Agent and which shall be in such form and have such other provisions as Parent and the Company may reasonably specify), ) and (ii) instructions to effect for effecting the surrender of the Certificates in exchange for the certificates evidencing cash payable pursuant to Section 2.07(c) or 2.10, as the case may be, with respect to the shares of Common Stock or Company Options formerly represented thereby. The letter of transmittal with respect to Option Certificates shall contain language waiving any claims the holders thereof may have against Parent Sharesor the Company or any Affiliates of either with respect to the Company Options. As soon as reasonably practicable (and in any event not later than three (3) Business Days) after the Effective Time, Parent shall cause the Exchange Agent to mail a letter of transmittal and the instructions described above to each holder of record of a Certificate who has not previously requested such documents from the Exchange Agent. Each holder of a Certificate shall be entitled to surrender such Certificate to the Exchange Agent at the Effective Time in accordance with the procedures described herein. Upon surrender of a Stock Certificate for cancellation or Option Certificate, as the case may be, to the Exchange Agent Agent, together with such letter of transmittal, duly executed, and such other customary documents as may be required pursuant to such instructions, (x) the holder of such Stock Certificate shall be entitled to receive promptly in exchange therefor the Cash Consideration (Ato be paid in immediately available funds) certificates evidencing that number of whole Parent Shares which such holder has the right to receive in accordance with pursuant to the provisions of Section 2.07(c) (provided that Stock Certificates delivered to the Exchange Ratio in respect of Agent at the Shares formerly evidenced by such Certificate, (BClosing shall be paid at the Closing) any dividends or other distributions to which such holder is entitled pursuant to Section 1.7(c), and (C) cash in respect of fractional shares as provided in Section 1.6(f) (the Parent Shares, dividends, distributions and cash being, collectively, the "Merger Consideration"), and the Stock Certificate so surrendered shall forthwith immediately be canceled. In , and (y) the event holder of a transfer of ownership of Shares which is not registered in the transfer records of the Company as of the Effective Time, Parent Shares, dividends and distributions may such Option Certificate shall be issued and entitled to receive (to be paid in accordance with this Article I immediately available funds) promptly (but no earlier than the seventh day after the Closing Date) in exchange therefor the consideration which such holder has the right to a transferee if the Certificate evidencing such Shares is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer receive pursuant to this Section 1.7(b) and by evidence that any applicable stock transfer taxes have been paid. Until so surrendered, each outstanding Certificate that, prior to 2.10 hereof (which shall include the Effective Time, represented Shares will be deemed from and after the Effective Time, for all corporate purposes, other than the interest payment of dividends and subject to specified in Section 1.6(f2.10), to evidence the ownership of the number of full Parent Shares into which such Shares shall have been so converted.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, Parent will instruct the Exchange Agent to mail to each holder of record of Certificates a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (the “Certificates”) that were converted pursuant to Section 2.1(a) into the right to receive the Merger Consideration, (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 may reasonably specifyspecify that are not inconsistent with the terms of this Agreement), and (ii) instructions to effect for use in effecting the surrender of the Certificates in exchange for the certificates evidencing Parent SharesMerger Consideration. Upon surrender of a Certificate for cancellation to the Exchange Agent together with such letter of transmittal, duly executed, and such other customary documents as may be required pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor (A) certificates evidencing that number of whole Parent Shares which such holder has a check representing the right to receive in accordance with the Exchange Ratio in respect of the Shares formerly evidenced by such Certificate, (B) any dividends or other distributions to which such holder is entitled Merger Consideration determined pursuant to Section 1.7(c)2.1(a) above, and (C) cash in respect of fractional shares as provided in Section 1.6(f) (the Parent Shares, dividends, distributions and cash being, collectively, the "Merger Consideration")after giving effect to any tax withholdings or deductions required by applicable law, and the Certificate so surrendered shall forthwith be canceledcancelled. In the event of a transfer of ownership of Shares shares of Company Common Stock which is not registered in the transfer records of the Company as of the Effective Time, Parent Sharesa check representing the Merger Consideration determined pursuant to Section 2.1(a) above, dividends and distributions may after giving effect to any tax withholdings or deductions required by applicable law, shall be issued and paid in accordance with this Article I delivered to a transferee if the Certificate evidencing such Shares Company Common Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer pursuant to this Section 1.7(b2.2(b) and by evidence that any applicable stock transfer taxes have been paid. Until so surrendered, each outstanding Certificate that, prior to the Effective Time, represented Shares shares of Company Common Stock will be deemed deemed, from and after the Effective Time, for all corporate purposes, other than to represent only the payment right to receive upon surrender the Merger Consideration, in accordance with the terms of dividends and subject to Section 1.6(f), to evidence the ownership of the number of full Parent Shares into which such Shares shall have been so convertedthis Agreement.

Exchange Procedures. As soon as reasonably practicable after At the Closing, a certificate or ------------------- certificates of Company Common Stock which immediately prior to the Effective Time, Parent will instruct Time represented outstanding shares of Company Common Stock (the Exchange Agent to mail to each holder of record of Certificates (i"Certificates") 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 may reasonably specify), and (ii) instructions to effect the surrender of the Certificates surrendered in exchange for the certificates evidencing Parent Sharesrepresenting shares of XxXxxx Common Stock. Upon surrender of a Certificate for cancellation to the Exchange Agent Pubco or XxXxxx, together with such letter of transmittal, duly executed, and such other customary documents Documents as may be required pursuant to such instructionsrequired, the holder of such Certificate shall be entitled to receive in exchange therefor (Ai) certificates evidencing a certificate representing that number of whole Parent Shares shares of XxXxxx Common Stock which such holder has the right to receive in accordance with the Exchange Ratio in respect of the Shares formerly evidenced such Certificate (after taking into account all shares of Company Common Stock then held by such Certificateholder under all such Certificates so surrendered), (B) together with any dividends or other distributions to which such holder is entitled pursuant to Section 1.7(c2.02(c), and (Cii) cash in respect lieu of fractional shares as provided in of XxXxxx Common Stock to which such holder is entitled pursuant to Section 1.6(f) (the Parent Shares, dividends, distributions and cash being, collectively, the "Merger Consideration"2.02(e), and the Certificate . The Certificates so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Shares which shares of Company Common Stock that is not registered in the transfer records of the Company as Company, the proper number of the Effective Time, Parent Shares, dividends and distributions shares of XxXxxx Common Stock may be issued and paid in accordance with this Article I pursuant hereto to a transferee if the Certificate evidencing Certificates representing such Shares is shares of Company Common Stock, properly endorsed or otherwise in proper form for transfer, are presented to the Exchange AgentPubco or XxXxxx, accompanied by all documents Documents required to evidence and effect such transfer pursuant to this Section 1.7(b) and by evidence that any applicable stock transfer taxes have been paid. Until so surrenderedsurrendered as contemplated by this Section 2.02, each outstanding Certificate that, prior to the Effective Time, represented Shares will shall be deemed from and at any time after the Effective TimeTime to represent only the right to receive upon such surrender Merger Consideration issuable in exchange therefor, for all corporate purposes, together with any dividends or other than the payment of dividends and subject distributions to which such holder is entitled pursuant to Section 1.6(f2.02(c), . No interest will be paid or will accrue on any cash payable pursuant to evidence the ownership of the number of full Parent Shares into which such Shares shall have been so convertedSections 2.02(c) or 2.02(e).

Exchange Procedures. As soon as reasonably practicable after the Effective TimeTime and in any event within ten business days of the Closing Date, Parent will instruct shall cause the Exchange Agent to mail to each holder of record of Certificates shares of Company Common Stock whose shares of Company Common Stock were converted pursuant to Section 2.1(a)(ii) into the right to receive the Merger Consideration (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 and shall be in such form and have such other provisions as Parent and the Company may reasonably specify), agree upon prior to the Effective Time) (the “Letter of Transmittal”) and (iiB) instructions to effect for use in effecting the surrender of the Certificates or Book-Entry Shares in exchange for the certificates evidencing Parent Shares. Upon surrender of a Certificate for cancellation to the Exchange Agent together with such letter of transmittal, duly executed, and such other customary documents as may be required pursuant to such instructionsMerger Consideration, the holder of such Certificate shall be entitled to receive in exchange therefor (A) certificates evidencing that number of whole Parent Shares which such holder has the right to receive in accordance with the Exchange Ratio in respect of the Shares formerly evidenced by such Certificate, (B) Fractional Share Cash Amount and any dividends or other distributions to which such Certificates or Book-Entry Shares become entitled in accordance with Section 2.2(d). If applicable, as soon as reasonably practicable after the Effective Time and in any event within ten business days of the Closing Date, Parent shall cause the Exchange Agent to mail to each holder is entitled of record of shares of Company Preferred Stock whose shares of Company Preferred Stock were converted pursuant to Section 1.7(c), 2.1(a)(iii)(B) into the right to receive shares of Parent New Preferred Stock (A) a Letter of Transmittal and (CB) cash instructions for use in respect effecting the surrender of fractional such shares as provided of Company Preferred Stock in Section 1.6(f) (the exchange for shares of Parent Shares, dividends, New Preferred Stock and any dividends or other distributions and cash being, collectively, the "Merger Consideration"), and the Certificate so surrendered shall forthwith be canceled. In the event to which such shares of a transfer of ownership of Shares which is not registered in the transfer records of the Company as of the Effective Time, Parent Shares, dividends and distributions may be issued and paid Preferred Stock become entitled in accordance with this Article I to a transferee if the Certificate evidencing such 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 have been paid. Until so surrendered, each outstanding Certificate that, prior to the Effective Time, represented Shares will be deemed from and after the Effective Time, for all corporate purposes, other than the payment of dividends and subject to Section 1.6(f2.2(d), to evidence the ownership of the number of full Parent Shares into which such Shares shall have been so converted.

Exchange Procedures. As soon as reasonably practicable Promptly after the Effective Time, Parent will instruct GB&T and SHB shall cause the exchange agent selected by GB&T (the "Exchange Agent Agent") to mail to each holder the former holders of record of Certificates (i) a letter of SHB Common Stock appropriate transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates certificates theretofore representing shares of SHB Common Stock shall pass, only upon proper delivery of such certificates to the Certificates Exchange Agent). After the Effective Time, each holder of shares of SHB Common Stock (other than shares to be canceled pursuant to Section 3.3 of this Agreement or shares as to which dissenters' rights have been perfected as provided in Section 3.5 of this Agreement) issued and outstanding at the Effective Time, shall surrender the certificate or certificates representing such shares to the Exchange Agent and shall be in such form and have such other provisions as Parent may reasonably specify), and (ii) instructions to effect the promptly upon surrender of the Certificates in exchange for the certificates evidencing Parent Shares. Upon surrender of a Certificate for cancellation to the Exchange Agent together with such letter of transmittal, duly executed, and such other customary documents as may be required pursuant to such instructions, the holder of such Certificate shall be entitled to thereof receive in exchange therefor (A) certificates evidencing that number the consideration provided in Section 3.1 and 3.6 of whole Parent Shares which such holder has the right to receive in accordance this Agreement, together with the Exchange Ratio all undelivered dividends or distributions in respect of the Shares formerly evidenced by such Certificate, shares (Bwithout interest thereon) any dividends or other distributions to which such holder is entitled pursuant to Section 1.7(c)4.2 of this Agreement. Neither GB&T nor the Exchange Agent shall be obligated to deliver the consideration to which any former holder of SHB Common Stock is entitled as a result of the Merger until such holder surrenders his or her certificate or certificates representing the shares of SHB Common Stock for exchange, and (C) cash in respect of fractional shares as provided in this Section 1.6(f) (4.1 or appropriate affidavits and indemnity <PAGE> agreements in the Parent Sharesevent such share certificates have been lost, dividendsmutilated, distributions and cash being, collectively, the "Merger Consideration"), and the Certificate or destroyed. The certificate or certificates of SHB Common Stock so surrendered shall forthwith be canceledduly endorsed as GB&T may require. In Any other provision of this Agreement notwithstanding, neither GB&T nor the event of a transfer of ownership of Shares which is not registered in the transfer records of the Company as of the Effective Time, Parent Shares, dividends and distributions may Exchange Agent shall be issued and paid in accordance with this Article I liable to a transferee if the Certificate evidencing such Shares is presented holder of SHB Common Stock for any amounts paid or property delivered in good faith to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer a public official pursuant to this Section 1.7(b) and by evidence that any applicable stock transfer taxes have been paid. Until so surrendered, each outstanding Certificate that, prior to the Effective Time, represented Shares will be deemed from and after the Effective Time, for all corporate purposes, other than the payment of dividends and subject to Section 1.6(f), to evidence the ownership of the number of full Parent Shares into which such Shares shall have been so convertedabandoned property Law.

Exchange Procedures. As soon as reasonably practicable after the Effective Time and in any event not later than the fifth (5th) Business Day following the Effective Time, Parent will instruct Pubco shall cause the Exchange Transfer Agent to mail to each holder of record of a Certificate or Certificates whose shares of EPT Common Stock were converted into the right to receive shares of Pubco Common Stock (i) a letter of transmittal (the “Letter of Transmittal”), that shall, among other things, contain additional representations, warranties and covenants of such Stockholder, including without limitation, that (a) such Stockholder has full right, power and authority to deliver such EPT Common Stock and Letter of Transmittal, (b) the delivery of such EPT Common Stock will not violate or be in conflict with, result in a breach of or constitute a default under, any indenture, loan or credit agreement, deed of trust, mortgage, security agreement or other agreement or instrument to which shall specify such Stockholder is bound or affected, (c) such Stockholder has good, valid and marketable title to all shares of EPT Common Stock indicated in such Letter of Transmittal and that delivery shall be effectedsuch Stockholder is not affected by any voting trust, agreement or arrangement affecting the voting rights of such EPT Common Stock, (d) whether such Stockholder is an “accredited investor,” as such term is defined in Regulation D under the Securities Act and that such Stockholder is acquiring Pubco Common Stock for investment purposes, and not with a view to selling or otherwise distributing such Pubco Common Stock in violation of the Securities Act or the securities laws of any state, (e) such Stockholder has had an opportunity to ask and receive answers to any questions such Stockholder may have had concerning the terms and conditions of the Merger and the Pubco Common Stock and has obtained any additional information that such Stockholder has requested, and (f) risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent Transfer Agent, and (h) shall be in such form and have such other provisions as Parent Pubco and EPT may reasonably specify), specify and agree) and (ii) instructions to effect the surrender of for use in surrendering the Certificates in exchange for the certificates evidencing Parent Sharesrepresenting shares of Pubco Common Stock. Upon surrender of a Certificate for cancellation to the Exchange Agent Transfer Agent, together with such letter Letter of transmittalTransmittal, duly executedcompleted and validly executed in accordance with the instructions thereto, and such other customary documents as may reasonably be required pursuant to such instructionsby the Transfer Agent, the holder of such Certificate shall be entitled to receive in exchange therefor (A) certificates evidencing that number of whole Parent Shares which shares of Pubco Common Stock, that such holder has the right to receive in accordance with the Exchange Ratio in respect of the Shares formerly evidenced by such Certificate, (B) any dividends or other distributions to which such holder is entitled pursuant to Section 1.7(c), and (C) cash in respect the provisions of fractional shares as provided in Section 1.6(f) (the Parent Shares, dividends, distributions and cash being, collectively, the "Merger Consideration")this ARTICLE I, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Shares which EPT Common Stock that is not registered in the transfer records of EPT, the Company as proper number of the Effective Time, Parent Shares, dividends and distributions shares of Pubco Common Stock may be issued and paid in accordance with this Article I to a transferee if Person other than the Person in whose name the Certificate evidencing so surrendered is registered if such Shares is presented Certificate shall be properly endorsed or otherwise be in proper form for transfer and the Person requesting such issuance shall pay any transfer or other taxes required by reason of the issuance of shares of Pubco Common Stock (or the payment of cash consideration) to a Person other than the registered holder of such Certificate or establish to the Exchange Agent, accompanied reasonable satisfaction of Pubco that such tax has been paid or is not applicable. Until surrendered as contemplated 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 have been paid. Until so surrendered1.09(b), each outstanding Certificate that, prior to the Effective Time, represented Shares will shall be deemed from and at any time after the Effective TimeTime to represent only the right to receive upon such surrender the applicable shares of Pubco Common Stock, for all corporate purposes, other than which the payment holder thereof has the right to receive in respect of dividends and subject such Certificate pursuant to Section 1.6(f), the provisions of this ARTICLE I. No interest shall be paid or will accrue on the shares of Pubco Common Stock issuable to evidence holders of Certificates pursuant to the ownership provisions of the number of full Parent Shares into which such Shares shall have been so converted.this ARTICLE I.