Common use of Exchange Procedures Clause in Contracts

Exchange Procedures. The Exchange Agent shall mail to each holder of record of certificates of Company Common Stock ("COMPANY CERTIFICATES"), whose shares were converted into the right to receive shares of Parent Common Stock (and cash in lieu of fractional shares) pursuant to Section 3.04) promptly after the Effective Time (and in any event no later than three business days after the later to occur of the Effective Time and receipt by Parent of a complete list from Company of the names and addresses of its holders of record): (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Company Certificates shall pass, only upon receipt of the Company Certificates by the Exchange Agent, and shall be in such form and have such other provisions as Parent may reasonably specify); and (ii) instructions for use in effecting the surrender of the Company Certificates in exchange for Parent Certificates (and cash in lieu of fractional shares). Upon surrender of a Company Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed, and such other documents as may be reasonably required by the Exchange Agent, the holder of such Company Certificate shall be entitled to receive in exchange therefor a Parent Certificate representing the number of whole shares of Parent Common Stock that such holder has the right to receive pursuant to this Article III and payment of cash in lieu of fractional shares which such holder has the right to receive pursuant to Section 3.04, and the Company Certificate so surrendered shall forthwith be canceled. Until so surrendered, each outstanding Company 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 distributions, to evidence the ownership of the number of full shares of Parent Common Stock into which such shares of Company Common 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 3.04. Notwithstanding any other provision of this Agreement, no interest will be paid or will accrue on any cash payable to holders of Company Certificates pursuant to the provisions of this Article III.

Exchange Procedures. The Promptly after the Effective Time, Parent shall cause the Exchange Agent shall to mail to each holder of record (as of the Effective Time) of a certificate or certificates (the "Certificates"), which immediately prior to the Effective Time represented outstanding shares of Company Common Stock ("COMPANY CERTIFICATES"), whose shares were converted into the right to receive shares of Parent Common Stock (and pursuant to Section 1.6, cash in lieu of any fractional shares) shares pursuant to Section 3.041.6(f) promptly after the Effective Time (and in any event no later than three business days after the later dividends or other distributions pursuant to occur of the Effective Time and receipt by Parent of a complete list from Company of the names and addresses of its holders of record): 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 Company Certificates shall pass, only upon receipt delivery of the Company Certificates by to the Exchange Agent, Agent and shall be in such form and have contain such other provisions as Parent may reasonably specify); ) and (ii) instructions for use in effecting the surrender of the Company Certificates in exchange for certificates representing shares of Parent Certificates (and Common Stock, cash in lieu of any fractional sharesshares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d). Upon surrender of a Company 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 completed and validly executed, and such other documents as may be reasonably required by executed in accordance with the Exchange Agentinstructions thereto, the holder holders of such Company Certificate Certificates shall be entitled to receive in exchange therefor a Parent Certificate certificates representing the number of whole shares of Parent Common Stock that such holder has into which their shares of Company Common Stock were converted at the right to receive pursuant to this Article III and Effective Time, payment of cash in lieu of fractional shares which such holder has holders have the right to receive pursuant to Section 3.041.6(f) and any dividends or distributions payable pursuant to Section 1.7(d), and the Company Certificate Certificates so surrendered shall forthwith be canceled. Until so surrendered, each outstanding Company Certificate that, prior to the Effective Time, represented shares of Company Common Stock Certificates will be deemed from and after the Effective Time, for all corporate purposes other than purposes, subject to Section 1.7(d) as to the payment of dividends and distributionsdividends, to evidence only the ownership of the number of full shares of Parent Common Stock into which such shares of Company Common 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 3.04. Notwithstanding 1.6(f) and any other provision of this Agreement, no interest will be paid dividends or will accrue on any cash distributions payable to holders of Company Certificates pursuant to the provisions of this Article IIISection 1.7(d).

Exchange Procedures. The Promptly after the Effective Time, Parent shall cause the Exchange Agent shall to mail to each holder of record (as of the Effective Time) of a certificate or certificates (the "CERTIFICATES"), which immediately prior to the Effective Time represented outstanding shares of Company Common Stock ("COMPANY CERTIFICATES"), whose shares were converted into the right to receive shares of Parent Common Stock (and pursuant to Section 1.6, cash in lieu of any fractional shares) shares pursuant to Section 3.041.6(f) promptly after the Effective Time (and in any event no later than three business days after the later dividends or other distributions pursuant to occur of the Effective Time and receipt by Parent of a complete list from Company of the names and addresses of its holders of record): 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 Company Certificates shall pass, only upon receipt delivery of the Company Certificates by to the Exchange Agent, Agent and shall be in such form and have contain such other provisions as Parent may reasonably specify); ) and (ii) instructions for use in effecting the surrender of the Company Certificates in exchange for certificates representing shares of Parent Certificates (and Common Stock, cash in lieu of any fractional sharesshares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d). Upon surrender of a Company 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 completed and validly executed, and such other documents as may be reasonably required by executed in accordance with the Exchange Agentinstructions thereto, the holder holders of such Company Certificate Certificates shall be entitled to receive in exchange therefor a Parent Certificate certificates representing the number of whole shares of Parent Common Stock that such holder has into which their shares of Company Common Stock were converted at the right to receive pursuant to this Article III and Effective Time, payment of cash in lieu of fractional shares which such holder has holders have the right to receive pursuant to Section 3.041.6(f) and any dividends or distributions payable pursuant to Section 1.7(d), and the Company Certificate Certificates so surrendered shall forthwith be canceled. Until so surrendered, each outstanding Company Certificate that, prior to the Effective Time, represented shares of Company Common Stock Certificates will be deemed from and after the Effective Time, for all corporate purposes other than the payment of purposes, subject to Section 1.7(d) as to dividends and other distributions, to evidence only the ownership of the number of full shares of Parent Common Stock into which such shares of Company Common 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 3.04. Notwithstanding 1.6(f) and any other provision of this Agreement, no interest will be paid dividends or will accrue on any cash distributions payable to holders of Company Certificates pursuant to the provisions of this Article IIISection 1.7(d).

Exchange Procedures. The Promptly after the Effective Time, Parent shall cause the Exchange Agent shall to mail to each holder of record (as of the Effective Time) of a certificate or certificates (the "Certificates"), which immediately prior to the Effective Time represented outstanding shares of Company Common Stock ("COMPANY CERTIFICATES"), whose shares were converted into the right to receive shares of Parent Common Stock (and pursuant to Section 1.6, cash in lieu of any fractional shares) shares pursuant to Section 3.041.6(f) promptly after the Effective Time (and in any event no later than three business days after the later dividends or other distributions pursuant to occur of the Effective Time and receipt by Parent of a complete list from Company of the names and addresses of its holders of record): 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 Company Certificates shall pass, only upon receipt delivery of the Company Certificates by to the Exchange Agent, Agent and shall be in such form and have contain such other provisions as Parent may reasonably specify); ) and (ii) instructions for use in effecting the surrender of the Company Certificates in exchange for certificates representing shares of Parent Certificates (and Common Stock, cash in lieu of any fractional sharesshares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d). Upon surrender of a Company 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 completed and validly executed, and such other documents as may be reasonably required by executed in accordance with the Exchange Agentinstructions thereto, the holder holders of such Company Certificate Certificates shall be entitled to receive in exchange therefor a Parent Certificate certificates representing the number of whole shares of Parent Common Stock that such holder has into which their shares of Company Common Stock were converted at the right to receive pursuant to this Article III and Effective Time, payment of cash in lieu of fractional shares which such holder has holders have the right to receive pursuant to Section 3.041.6(f) and any dividends or distributions payable pursuant to Section 1.7(d), and the Company Certificate Certificates so surrendered shall forthwith be canceled. Until so surrendered, each outstanding Company Certificate that, prior to the Effective Time, represented shares of Company Common Stock Certificates will be deemed from and after the Effective Time, for all corporate purposes other than purposes, subject to Section 1.7(d) as to the payment of dividends and distributionsdividends, to evidence only the ownership of the number of full shares of Parent Common Stock into which such shares of Company Common 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 3.04. Notwithstanding 1.6(f) and any other provision of this Agreement, no interest will be paid dividends or will accrue on any cash distributions payable to holders of Company Certificates pursuant to the provisions of this Article IIISection 1.7(d).

Exchange Procedures. The Exchange Agent (a) Appropriate transmittal materials ("Letter of Transmittal") shall mail be mailed as soon as reasonably practicable after the Effective Time, and in no event later than 5 business days thereafter, to each holder of record of JSB Common Stock as of the Effective Time. A Letter of Transmittal will be deemed properly completed only if accompanied by certificates representing all shares of Company JSB Common Stock to be converted thereby. (b) At and after the Effective Time, each certificate ("JSB Certificate") previously representing shares of JSB Common Stock ("COMPANY CERTIFICATES"), whose shares were converted into except as specifically set forth in Section 1.2) shall represent only the right to receive the Merger Consideration. (c) Prior to the Effective Time, NFB shall deposit, or shall cause to be deposited, with such bank or trust company that is selected by NFB and is reasonably acceptable to JSB to act as exchange agent ("Exchange Agent"), for the benefit of the holders of shares of Parent JSB Common Stock (and Stock, for exchange in accordance with this Section 1.3, an estimated amount of cash sufficient to pay the aggregate amount of cash in lieu of fractional shares) shares to be paid pursuant to Section 3.04) promptly after the Effective Time (1.2, and in any event no later than three business days after the later NFB shall reserve for issuance with its transfer agent and registrar a sufficient number of shares of NFB Common Stock to occur provide for payment of the Effective Time and receipt by Parent Merger Consideration. (d) The Letter of a complete list from Company of the names and addresses of its holders of record): Transmittal shall (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Company JSB Certificates shall pass, only upon receipt delivery of the Company JSB Certificates by to the Exchange Agent, and shall (ii) be in such a form and have such contain any other provisions as Parent NFB may reasonably specify); determine and (iiiii) include instructions for use in effecting the surrender of the Company JSB Certificates in exchange for Parent Certificates (and cash in lieu of fractional shares)the Merger Consideration. Upon the proper surrender of a Company Certificate for cancellation the JSB Certificates to the Exchange Agent or to such other agent or agents as may be appointed by ParentAgent, together with such letter of transmittal, duly a properly completed and validly executed, and such other documents as may be reasonably required by the Exchange Agentduly executed Letter of Transmittal, the holder of such Company Certificate JSB Certificates shall be entitled to receive in exchange therefor (m) a Parent Certificate certificate representing the that number of whole shares of Parent NFB Common Stock that such holder has the right to receive pursuant to this Article III Section 1.2 and payment of (n) a check in the amount equal to the cash in lieu of fractional shares which shares, if any, that such holder has the right to receive pursuant to Section 3.04, 1.2 and the Company Certificate any dividends or other distributions to which such holder is entitled pursuant to this Section 1.3. JSB Certificates so surrendered shall forthwith be canceled. Until so surrenderedAs soon as practicable, each outstanding Company Certificate thatbut no later than 10 business days following receipt of the properly completed Letter of Transmittal and any necessary accompanying documentation, prior the Exchange Agent shall distribute NFB Common Stock and cash as provided herein. The Exchange Agent shall not be entitled to vote or exercise any rights of ownership with respect to the Effective Time, represented shares of Company NFB Common Stock will held by it from time to time hereunder, except that it shall receive and hold all dividends or other distributions paid or distributed with respect to such shares for the account of the persons entitled thereto. If there is a transfer of ownership of any shares of JSB Common Stock not registered in the transfer records of JSB, the Merger Consideration shall be deemed from issued to the transferee thereof if the JSB Certificates representing such JSB Common Stock are presented to the Exchange Agent, accompanied by all documents required, in the reasonable judgment of NFB and the Exchange Agent, (x) to evidence and effect such transfer and (y) to evidence that any applicable stock transfer taxes have been paid. (e) No dividends or other distributions declared or made after the Effective Time with respect to NFB Common Stock shall be remitted to any person entitled to receive shares of NFB Common Stock hereunder until such person surrenders his or her JSB Certificates in accordance with this Section 1.3. Upon the surrender of such person's JSB Certificates, such person shall be entitled to receive any dividends or other distributions, without interest thereon, which theretofore had become payable with respect to shares of NFB Common Stock represented by such person's JSB Certificates. (f) From and after the Effective Time there shall be no transfers on the stock transfer records of JSB of any shares of JSB Common Stock. If, after the Effective Time, JSB Certificates are presented to NFB, they shall be canceled and exchanged for all corporate purposes other than the payment of dividends and distributions, Merger Consideration deliverable in respect thereof pursuant to evidence this Agreement in accordance with the ownership procedures set forth in this Section 1.3. (g) Any portion of the number aggregate amount of full shares of Parent Common Stock into which such shares of Company Common Stock shall have been so converted and the right cash to receive an amount in cash be paid in lieu of the issuance of any fractional shares pursuant to Section 1.2, any dividends or other distributions to be paid pursuant to this Section 1.3 or any proceeds from any investments thereof that remain unclaimed by the stockholders of JSB for six months after the Effective Time shall be repaid by the Exchange Agent to NFB upon the written request of NFB. After such request is made, any stockholders of JSB who have not theretofore complied with this Section 1.3 shall look only to NFB for the Merger Consideration deliverable in accordance with respect of each share of JSB Common Stock such stockholder holds, as determined pursuant to Section 3.04. Notwithstanding any other provision 1.2 of this Agreement, no without any interest will thereon. If outstanding JSB Certificates are not surrendered prior to the date on which such payments would otherwise escheat to or become the property of any governmental unit or agency, the unclaimed items shall, to the extent permitted by any abandoned property, escheat or other applicable laws, become the property of NFB (and, to the extent not in its possession, shall be paid over to it), free and clear of all claims or will accrue on interest of any cash payable person previously entitled to holders such claims. Notwithstanding the foregoing, none of Company Certificates NFB, NFB Bank, the Exchange Agent or any other person shall be liable to any former holder of JSB Common Stock for any amount delivered to a public official pursuant to applicable abandoned property, escheat or similar laws. (h) NFB and the provisions Exchange Agent shall be entitled to rely upon JSB's stock transfer books to establish the identity of this Article IIIthose persons entitled to receive the Merger Consideration, which books shall be conclusive with respect thereto. In the event of a dispute with respect to ownership of stock represented by any JSB Certificate, NFB and the Exchange Agent shall be entitled to deposit any Merger Consideration represented thereby in escrow with an independent third party and thereafter be relieved with respect to any claims thereto. (i) If any JSB Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such JSB Certificate to be lost, stolen or destroyed and, if required by the Exchange Agent, the posting by such person of a bond in such amount as the Exchange Agent may direct as indemnity against any claim that may be made against it with respect to such JSB Certificate, the Exchange Agent will issue in exchange for such lost, stolen or destroyed JSB Certificate the Merger Consideration deliverable in respect thereof pursuant to Section 1.2.

Exchange Procedures. The Exchange Agent shall mail to each holder of record of certificates of Company Common Stock ("COMPANY CERTIFICATESCompany Certificates"), whose shares were converted into the right to receive shares of Parent Common Stock (and cash in lieu of fractional shares) shares pursuant to Section 3.04) promptly after the Effective Time (and in any event no later than three business days after the later to occur of the Effective Time and receipt by Parent of a complete list from Company of the names and addresses of its holders of record): Time): (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Company Certificates shall pass, only upon receipt of the Company Certificates by the Exchange Agent, and shall be in such form and have such other provisions as Parent may reasonably specify); and (ii) instructions for use in effecting the surrender of the Company Certificates in exchange for Parent Certificates (and cash in lieu of fractional shares). Upon surrender of a Company Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed, and such other documents as may be reasonably required by the Exchange Agent, the holder of such Company Certificate shall be entitled to receive in exchange therefor a Parent Certificate representing the number of whole shares of Parent Common Stock that such holder has the right to receive pursuant to this Article III and payment of cash in lieu of fractional shares which such holder has the right to receive pursuant to Section 3.04, and the Company Certificate so surrendered shall forthwith be canceled. Until so surrendered, each outstanding Company 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 distributions, to evidence the ownership of the number of full shares of Parent Common Stock into which such shares of Company Common 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 3.04. Notwithstanding any other provision of this Agreement, no interest will be paid or will accrue on any cash payable to holders of Company Certificates pursuant to the provisions of this Article III.

Exchange Procedures. The Promptly after the Effective Time, Parent shall cause the Exchange Agent shall to mail to each holder of record of a certificate or certificates (the "Certificates") which immediately prior to the Effective Time represented outstanding shares of Company Common Stock ("COMPANY CERTIFICATES")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 3.04) promptly after the Effective Time (and in any event no later than three business days after the later to occur of the Effective Time and receipt by Parent of a complete list from Company of the names and addresses of its holders of record): 1.6, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Company Certificates shall pass, only upon receipt of the Company Certificates by the Exchange Agent, and shall be in such form and have such other provisions as Parent may reasonably specify); ) and (ii) instructions for use in effecting the surrender of the Company Certificates in exchange for certificates (or book entries in the case of shares that are subject to vesting and/or repurchase rights or other restrictions) representing shares of Parent Certificates (and cash in lieu of fractional shares)Common Stock. Upon surrender of a Company Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed, and such other documents as may be reasonably required by executed in accordance with the Exchange Agentinstructions thereto, the holder of such Company Certificate shall be entitled to receive in exchange therefor a Parent Certificate certificate (or book entry in the case of shares that are subject to vesting and/or repurchase rights or other restrictions) representing the number of whole shares of Parent Common Stock that such holder has the right to receive pursuant to this Article III and payment of cash in lieu of fractional shares which such holder has the right to receive pursuant to Section 3.041.6, and the Company Certificate so surrendered shall forthwith be canceled. Until so surrendered, each outstanding Company 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 purposes, other than the payment of dividends and distributionsdividends, to evidence the ownership of the number of full shares of Parent Common Stock into which such shares of Company Common 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 3.04. Notwithstanding any other provision of this Agreement, no interest will be paid or will accrue on any cash payable to holders of Company Certificates pursuant to the provisions of this Article IIIconverted.

Exchange Procedures. The Exchange Agent No later than promptly after the Effective Time, Parent shall mail to each holder of record of a certificate or certificates (“Certificates”) that immediately prior to the Effective Time represented outstanding shares of Company Common Stock ("COMPANY CERTIFICATES"), whose shares were converted into the right to receive shares of Parent Common Stock (and pursuant to Section 2.6(b), cash in lieu of any fractional shares) shares pursuant to Section 3.042.6(g) promptly after the Effective Time (and in any event no later than three business days after the later dividends or other distributions pursuant to occur of the Effective Time and receipt by Parent of a complete list from Company of the names and addresses of its holders of record): Section 2.8(b), (i) a letter of transmittal in customary form (which shall specify that delivery include a joinder provision pursuant to which the signatory thereto shall agree to be effected, and risk of loss and title to the Company Certificates shall pass, only upon receipt of the Company Certificates bound by the Exchange Agent, and shall be provisions set forth in such form and have such other provisions as Parent may reasonably specify); ARTICLE 9 hereof) and (ii) instructions for use in effecting the surrender of the Company Certificates in exchange for certificates representing shares of Parent Certificates (and cash in lieu of fractional shares)Common Stock. Upon surrender of a Company Certificate Certificates for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent, Parent together with such letter of transmittal, duly completed and validly executedexecuted in accordance with the instructions thereto, and such other documents as may reasonably be reasonably required by the Exchange AgentParent (including any required Form W-9 or Form W-8), the holder holders of such Company Certificate Certificates shall be entitled to receive in exchange therefor a Parent Certificate (x) certificates representing the number of whole shares of Parent Common Stock that (after aggregating all Certificates surrendered by such holder) into which such holder has the right to receive is entitled pursuant to this Article III and payment Section 2.6(b), less the number of cash shares of Parent Common Stock to be deposited in the Escrow Account pursuant to Section 2.9, (y) a check in the amount of dollars in lieu of fractional shares which that such holder has holders have the right to receive pursuant to Section 3.042.6(g) and (z) any dividends or distributions payable pursuant to Section 2.8(b), and the Company Certificate Certificates so surrendered shall forthwith be canceled. Until so surrendered, each outstanding Company Certificate that, prior to the Effective Time, represented shares of Company Common Stock Certificates will be deemed from and after the Effective Time, for all corporate purposes other than the payment of dividends and distributionspurposes, to evidence only the ownership of right to receive upon surrender thereof the number of full whole shares of Parent Common Stock into to which such shares of Company Common Stock shall have been so converted and the right holder is entitled pursuant to receive Section 2.6(b), an amount in cash in lieu of the issuance of any fractional shares in accordance with Section 3.042.6(g) and any dividends or distributions payable pursuant to Section 2.8(b). Notwithstanding any other provision of this Agreement, no No interest will be paid or will accrue accrued on any cash payable in lieu of fractional shares of Parent Common Stock or on any unpaid dividends or distributions payable to holders of Certificates. In the event of a transfer of ownership of shares of Company Certificates pursuant Stock that is not registered in the transfer records of the Company, a certificate representing the proper number of shares of Parent Common Stock and cash payable in lieu of fractional shares may be issued to a transferee if the provisions Certificate representing such shares of this Article IIICompany Stock is presented to Parent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer taxes have been paid.

Exchange Procedures. The As promptly as practicable following the Effective Time, Synacor shall cause the Exchange Agent shall to mail to each holder of record (as of certificates immediately prior to the Effective Time) of Company shares of Qumu Common Stock ("COMPANY CERTIFICATES"), whose shares that were converted into the right to receive shares of Parent Common Stock (and cash in lieu of fractional shares) pursuant to Section 3.041.4(b) promptly after the Effective Time (and in any event no later than three business days after the later to occur of the Effective Time and receipt by Parent of a complete list from Company of the names and addresses of its holders of record): (i) a letter of transmittal (in customary form as Qumu and Synacor may reasonably agree which shall specify that delivery shall be effected, and risk of loss and title shall pass (x) with respect to the Company Certificates shall passcertificate or certificates (the “Certificates”) that immediately prior to the Effective Time represented outstanding shares of Qumu Common Stock, only upon receipt delivery of the Company Certificates by (or effective affidavits in lieu thereof) to the Exchange AgentAgent and (y) with respect to outstanding shares of Qumu Common Stock held in book-entry immediately prior to the Effective Time (“Book-Entry Shares”), and shall be in upon proper delivery of any “agent’s message” regarding the book-entry transfer of such form and have Book-Entry Shares (or such other provisions evidence, if any, of the transfer as Parent the Exchange Agent may reasonably specify); request) and (ii) instructions for use in effecting the surrender of the Company Certificates or Book-Entry Shares, as applicable, in exchange for Parent Certificates (and whole shares of Synacor Common Stock pursuant to Section 1.4(b)(i), cash payable in respect thereof pursuant to Section 1.4(b)(i) in lieu of any fractional sharesshares of Synacor Common Stock and any dividends or other distributions payable in respect thereof pursuant to Section 2.3(d). Upon surrender of a Company Certificate Certificates (or effective affidavits in lieu thereof) or Book-Entry Shares, as applicable, for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by ParentSynacor, together with such letter of transmittal, duly completed and validly executed, and such other documents as may be reasonably required by executed in accordance with the Exchange Agentinstructions thereto, the holder holders of such Company Certificate Certificates or Book-Entry Shares, as applicable, shall be entitled to receive in exchange therefor a Parent Certificate representing the number of whole shares of Parent Synacor Common Stock that (after taking into account all Certificates or such Book-Entry Shares surrendered by such holder has the right of record) such holder is entitled to receive pursuant to this Article III and Section 1.4(b)(i) (which shall be in uncertificated book entry form), payment of any cash such holder is entitled to receive pursuant to Section 1.4(b)(i) in lieu of fractional shares which of Synacor Common Stock and any dividends or distributions such holder has the right is entitled to receive pursuant to Section 3.042.3(d), and the Company Certificate Certificates or Book-Entry Shares, as applicable, so surrendered shall forthwith be canceled. The Exchange Agent shall accept such Certificates or Book-Entry Shares, as applicable, upon compliance with such reasonable terms and conditions as the Exchange Agent may impose for an orderly exchange thereof in accordance with normal and customary exchange practices. No interest shall be paid or accrued for the benefit of holders of the Certificates or Book-Entry Shares, as applicable, on the cash amounts payable upon the surrender of such Certificates pursuant to this Section 2.3. Until so surrendered, each outstanding Company Certificate that, prior to the Effective Time, represented shares of Company Common Stock will be deemed from and after the Effective TimeTime outstanding Certificates or Book-Entry Shares, for all corporate purposes other than the payment of dividends and distributionsas applicable, shall be deemed to evidence only the ownership of the number of full shares of Parent Synacor Common Stock into which such shares of Company Qumu Common 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 3.04. Notwithstanding 1.4(b)(i) and any other provision of this Agreement, no interest will be paid dividends or will accrue on any cash distributions payable to holders of Company Certificates pursuant to the provisions of this Article IIISection 2.3(d).

Exchange Procedures. The As soon as practicable after the Effective Time, the Company shall cause the Exchange Agent shall mail to deliver to each holder of record of a certificate or certificates of Company Common Stock that immediately prior to the Effective Time evidenced outstanding A Shares or B Shares (the "COMPANY CERTIFICATES"), whose shares ) that were converted (the "CONVERTED SHARES") into the right to receive shares of Parent Company Common Stock (and and, if applicable, cash in lieu of fractional shares) and/or Notes pursuant to Section 3.04) promptly after the Effective Time (and in any event no later than three business days after the later to occur of the Effective Time and receipt by Parent of a complete list from Company of the names and addresses of its holders of record): SECTION 2.01, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Company Certificates shall pass, only upon receipt actual delivery of the Company Certificates by to the Exchange Agent, and shall be in such form and have such other provisions as Parent may reasonably specify); ) and (ii) instructions for use in effecting the surrender of the Company Certificates in exchange for Parent Certificates (and cash in lieu certificates representing shares of fractional shares)Company Common Stock and, if applicable, Notes. Upon surrender of a Company Certificate for cancellation to the Exchange Agent for cancellation (or to such other agent or agents as may be appointed by Parentthe Company), together with such a duly executed letter of transmittal, duly completed and validly executed, transmittal and such other documents as may be reasonably required by the Exchange AgentAgent shall require, the holder of such Company Certificate shall be entitled to receive in exchange therefor therefor: (A) in the case of holders of Certificates that immediately prior to the Effective Time evidenced outstanding shares of A Common Stock in book-entry or certificated form, (1) one or more shares of Company Common Stock (which shall be in uncertificated book-entry form unless a Parent Certificate representing physical certificate is requested or the holder is a Rule 145 Affiliate (as defined below)) representing, in the aggregate, the whole number of whole shares of Parent Common Stock that such holder has the right to receive pursuant to this Article III SECTION 2.01 (after taking into account all shares of A Common Stock then held by such holder) and payment of (2) a check in the amount equal to the cash in lieu of fractional shares (which shall under no circumstances include any interest) that such holder has the right to receive pursuant to Section 3.04, the provisions of this Article II in respect of dividends and other distributions pursuant to SECTION 2.03(c); and (B) in the Company Certificate so surrendered shall forthwith be canceled. Until so surrendered, each outstanding Company Certificate that, case of holders of Certificates that immediately prior to the Effective TimeTime evidenced outstanding shares of B Common Stock or shares of B Special Preferred Stock, represented in book-entry or certificated form, (1) one or more shares of Company Common Stock will (which shall be deemed from and after in uncertificated book-entry form unless a physical certificate is requested or the Effective Timeholder is a Rule 145 Affiliate) representing, for all corporate purposes other than in the payment of dividends and distributionsaggregate, to evidence the ownership of the whole number of full shares of Parent Common Stock into which that such shares of Company Common Stock shall have been so converted and holder has the right to receive pursuant to SECTION 2.01 (after taking into account all shares of B Common Stock and B Special Preferred Stock then held by such holder), (2) subject to SECTION 2.03(f), one or more Notes (which shall be in uncertificated book-entry form unless a physical note is requested or the holder is a Rule 145 Affiliate) with an aggregate principal amount equal to the amount that such holder is entitled to receive pursuant to SECTION 2.01, and (3) a check in the amount equal to the cash in lieu of (which shall under no circumstances include any interest) that such holder has the issuance of any fractional shares in accordance with Section 3.04. Notwithstanding any other provision of this Agreement, no interest will be paid or will accrue on any cash payable right to holders of Company Certificates receive pursuant to the provisions of this Article IIIII in respect of dividends and other distributions pursuant to SECTION 2.03(c), cash in lieu of Fractional Amounts pursuant to SECTION 2.03(f) and interest and other amounts payable on the Notes pursuant to their terms. Each Certificate surrendered pursuant to the previous sentence shall forthwith be canceled. No interest shall accrue or be payable under this Section 2.03 except that interest shall accrue and be payable with respect to the Notes only to the extent that the Notes, by their terms, specifically provide for the accrual and payment of interest. No interest or other amount payable after the Effective Time with respect to the Notes shall be paid to the holder of any unsurrendered Certificate until the holder thereof surrenders such Certificate. Until so surrendered and exchanged, each such Certificate shall, after the Effective Time, be deemed to represent only the right to receive shares of Company Common Stock, Notes and cash (each to the extent applicable), and until such surrender or exchange, no such shares of Company Common Stock, Notes or cash shall be delivered to the holder of such outstanding Certificate in respect thereof. In the event of a transfer of ownership of Converted Shares that is not registered in the transfer records of A or B, as the case may be, a certificate evidencing the proper number of shares of Company Common Stock, together with any dividends or other distributions to which the holder of such Converted Shares is entitled pursuant to SECTION 2.03(c), and Notes (to the extent applicable) with the proper principal amount, together with cash in lieu of Fractional Amounts to which such holder is entitled pursuant to SECTION 2.03(f), together with any interest or other amounts payable to which such holder is entitled by their terms, may be issued to a transferee if the Certificate evidencing such Converted Shares is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer taxes have been paid.

Exchange Procedures. The Exchange Agent shall mail to each holder of record of certificates of Company Common Stock ("COMPANY CERTIFICATES"), whose shares were converted into the right to receive shares of Parent Common Stock i) Within five (and cash in lieu of fractional shares5) pursuant to Section 3.04) promptly after the Effective Time (and in any event no later than three business days after the later to occur of the Effective Time and receipt by Date, Parent of shall mail a complete list from Company of the names and addresses of its holders of record): (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Company Certificates shall pass, only upon receipt of the Company Certificates by the Exchange Agent, and shall be in such form and have such other provisions as Parent may reasonably specify); and (ii) instructions for use in effecting the surrender of the Company Certificates in exchange for Parent Certificates (and cash in lieu of fractional shares). Upon surrender of a Company 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, joinder and lock-up agreement in the forms attached hereto as Exhibit D-1, Exhibit D-2 and Exhibit D-3 (the “Letter of Transmittal,” “Joinder,” and “Lock-up Agreement”) to each Company Stockholder at the address provided by the Company. Each Indemnifying Securityholder that delivers a duly completed and validly executedexecuted Letter of Transmittal, Joinder and such other documents Lock-up Agreement and a Company Stock Certificate for cancellation (or an affidavit of lost certificate as may be reasonably required contemplated by the Exchange AgentLetter of Transmittal) (collectively, the holder of such Company Certificate “Applicable Documentation”) to Parent or its designee shall be entitled to receive in exchange therefor a Parent Certificate certificate or certificates representing the number of whole shares of Parent Common Stock that Shares issuable to such holder has the right to receive pursuant to this Article III and payment of and/or cash in lieu accordance with Section 1.6. Upon receipt of fractional the Applicable Documentation, Parent shall promptly issue or cause to be issued to each Indemnifying Securityholder a certificate or certificates representing the shares which of Parent Shares issuable to such holder has the right to receive pursuant to Section 3.041.6, and less the amount to be held by Parent pursuant to Section 1.8. All Company Certificate Stock Certificates so surrendered shall forthwith be canceled. Until so surrendered, each outstanding Company Stock Certificate that, prior to the Effective Time, represented one or more shares of Company Common Stock capital stock held by aCompany Stockholder will be deemed from and after the Effective Time, for all corporate purposes other than the payment of dividends and distributionspurposes, to evidence the ownership of the number of full shares of Parent Common Stock into which such shares of Company Common Stock shall have been so converted and only the right to receive an amount in cash in lieu of receive, on the issuance of any fractional shares in accordance with Section 3.04. Notwithstanding any other provision terms and subject to the conditions of this Agreement, no interest the consideration set forth in Section 1.6. (ii) Each Company Stockholder that is an Unaccredited Investor and that delivers the duly completed and validly executed Applicable Documentation to Parent or its designee shall be entitled to receive the amount of cash that such holder is entitled to receive pursuant to Section 1.6(c). Upon receipt of the Applicable Documentation, Parent shall promptly pay, or cause to be paid to each such Company Stockholder a check or wire transfer of immediately available funds in accordance with payment instructions included with such holder’s Applicable Documentation. All Company Stock Certificates so surrendered shall forthwith be canceled. Until so surrendered, each outstanding Company Stock Certificate that, prior to the Effective Time, represented one or more shares of Company capital stock held by such Person will be paid or will accrue deemed from and after the Effective Time, for all corporate purposes, to evidence only the right to receive, on any cash payable to holders of Company Certificates pursuant the terms and subject to the provisions conditions of this Article IIIAgreement, the amount of cash set forth in Section 1.6(c).

Exchange Procedures. The Promptly after the Effective Time, Parent shall, or shall cause the Exchange Agent shall to, mail to each holder Holder of record NAP Public Units as of certificates of Company Common Stock ("COMPANY CERTIFICATES"), the Effective Time whose shares NAP Public Units were converted into the right to receive shares the Merger Consideration a form of Parent Common Stock (and cash in lieu of fractional shares) pursuant to Section 3.04) promptly after the Effective Time (and in any event no later than three business days after the later to occur of the Effective Time and receipt by Parent of a complete list from Company of the names and addresses of its holders of record): (i) a letter of transmittal (the “Letter of Transmittal”) (which shall specify that delivery shall be effected, and risk of loss and title to the Company NAP Certificates shall pass, only upon receipt proper delivery of the Company NAP Certificates (or lost certificate affidavit as contemplated by this Section 2.2(b)) to the Exchange AgentAgent or, in the case of Book-Entry NAP Common Units, upon adherence to the procedures set forth in the Letter of Transmittal, and which shall be in such customary form and have such other provisions as Parent and NAP may reasonably specify); agree prior to the Effective Time) and (ii) instructions for use in effecting the surrender Surrender of the Company such NAP Certificates (or lost certificate affidavit as contemplated by this Section 2.2(b)) or Book-Entry NAP Common Units in exchange for for, as applicable, whole shares of Parent Certificates (Issued Stock and cash in lieu of fractional sharesany dividends or distributions payable pursuant to Section 2.2(c) or Section 2.2(d). Upon surrender of a Company Certificate for cancellation Subject to Section 2.2(c), upon Surrender to the Exchange Agent of such NAP Certificates (or to such other agent lost certificate affidavit as contemplated by this Section 2.2(b)) or agents as may be appointed by ParentBook-Entry NAP Common Units, together with such letter of transmittal, duly properly completed and validly executed, duly executed Letter of Transmittal and such other documents as may reasonably be reasonably required by the Exchange Agent, the holder Holder of such Company an NAP Certificate (or lost certificate affidavit as contemplated by this Section 2.2(b)) or Book-Entry NAP Common Units shall be entitled to receive in exchange therefor a Parent Certificate representing the therefor, as applicable, (i) that number and type of whole shares of Parent Common Issued Stock that (which shall be in uncertificated book-entry form unless a physical certificate is requested) to which such holder has the right to receive Holder is entitled pursuant to this Article III Sections 2.1(c)(i) and payment of cash in lieu of fractional shares which such holder has the right to receive 2.1(e), and (ii) any dividends or distributions payable pursuant to Section 3.042.2(c) or Section 2.2(d) to which such Holder is entitled. The instructions for effecting the Surrender of NAP Certificates shall set forth procedures that must be taken by the Holder of any NAP Certificate that has been lost, destroyed or stolen; it shall be a condition to the right of such Holder to receive the Merger Consideration and any dividends or distributions payable pursuant to Section 2.2(c) or Section 2.2(d) that the Company Certificate so surrendered Exchange Agent shall forthwith be canceled. Until so surrenderedhave received, each outstanding Company Certificate thatalong with the Letter of Transmittal, a duly executed lost certificate affidavit, including an agreement to indemnify Parent, signed exactly as the name or names of the registered Holder or Holders of NAP Public Units appeared on the books of NAP immediately prior to the Effective Time, represented shares together with a customary bond and such other documents, in each case, as Parent may reasonably require in connection therewith. After the Effective Time, there shall be no further transfer on the records of Company NAP or its transfer agent of NAP Certificates or Book-Entry NAP Common Stock will be deemed from and Units (provided, however, that the foregoing shall not restrict the transfer of any NAP Partnership Interest other than the NAP Public Units after the Effective Time); and if such NAP Certificates or Book-Entry NAP Common Units are presented to NAP or its transfer agent for transfer, for all corporate purposes other than the payment of dividends and distributions, to evidence the ownership they shall be canceled against delivery of the number of full shares of Parent appropriate Merger Consideration and any dividends or distributions payable pursuant to Section 2.2(c) or Section 2.2(d) as hereinabove provided. Until Surrendered as contemplated by this Section 2.2(b) or in connection with an Election made pursuant to Section 2.3, each NAP Certificate or Book-Entry NAP Common Stock into which such shares of Company Common Stock Unit shall have been so converted and be deemed at any time after the Effective Time to represent only the right to receive an amount in cash in lieu of upon such Surrender the issuance of any fractional shares in accordance with Section 3.04appropriate Merger Consideration. Notwithstanding any other provision of this Agreement, no No interest will be paid or will accrue on any cash dividends or distributions payable to holders of Company Certificates pursuant to the provisions of this Article IIISection 2.2(c) or Section 2.2(d).

Exchange Procedures. The Promptly after the Effective Time, Parent shall instruct the Exchange Agent shall to mail to each holder of record of a certificate or certificates (“Certificates”) which immediately prior to the Effective Time represented outstanding shares of Company Common Stock ("COMPANY CERTIFICATES"), whose shares were converted into the right to receive shares of Parent Common Stock (and cash pursuant to Section 1.6, cash in lieu of any fractional shares) shares pursuant to Section 3.041.7(e) promptly after the Effective Time (and in any event no later than three business days after the later dividends or other distributions pursuant to occur of the Effective Time and receipt by Parent of a complete list from Company of the names and addresses of its holders of record): Section 1.7(d), (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 Company Certificates shall pass, only upon receipt proper delivery of the Company Certificates by to the Exchange Agent, Agent and shall be in such form and have contain such other provisions as Parent may reasonably specify); ) and (ii) instructions for use in effecting the surrender of the Company Certificates in exchange for certificates representing shares of Parent Certificates (and cash in lieu of fractional shares)Common Stock. Upon surrender of a Company 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 completed and validly executedexecuted in accordance with the instructions thereto, and such other documents as may reasonably be reasonably required by the Exchange Agent, the holder holders of such Company Certificate Certificates shall be entitled to receive in exchange therefor a Parent Certificate certificates representing the number of whole shares of Parent Common Stock that (after aggregating all Certificates surrendered by such holder) into which such holder has the right to receive is entitled pursuant to this Article III and Section 1.6(a) (which shall be in uncertificated book entry form unless a physical certificate is requested or required by applicable law or regulation), cash, payment of cash in lieu of fractional shares which that such holder has holders have the right to receive pursuant to Section 3.041.7(e) and any dividends or distributions payable pursuant to Section 1.7(d), and the Company Certificate Certificates so surrendered shall forthwith be canceled. Until so surrendered, each outstanding Company Certificate that, prior to the Effective Time, represented shares of Company Common Stock Certificates will be deemed from and after the Effective Time, for all corporate purposes other than the payment of dividends and distributionspurposes, to evidence only the ownership of the number of full shares of Parent Common Stock and cash into which such shares of Company Common 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 3.041.7(e) and any dividends or distributions payable pursuant to Section 1.7(d). Notwithstanding any other provision of this Agreement, no No interest will be paid or will accrue accrued on any cash payable pursuant to Section 1.6(a), in lieu of fractional shares of Parent Common Stock or on any unpaid dividends or distributions payable to holders of Certificates. In the event of a transfer of ownership of shares of Company Certificates pursuant Common Stock that is not registered in the transfer records of Company, a certificate representing the proper number of shares of Parent Common Stock and cash may be issued to a transferee if the Certificate representing such shares of Company Common Stock is presented to the provisions of this Article IIIExchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer taxes have been paid.

Exchange Procedures. The As soon as practicable after the Effective ------------------- Time, Parent shall cause the Exchange Agent shall to mail to each holder of record (as of the Effective Time) of a certificate or certificates (the "Certificates"), which immediately prior to the Effective Time represented outstanding shares of Company Common Stock ("COMPANY CERTIFICATES"), whose shares were converted into the right to receive shares of Parent Common Stock (and pursuant to Section 1.6, cash in lieu of any fractional shares) shares pursuant to Section 3.041.6(f) promptly after the Effective Time (and in any event no later than three business days after the later dividends or other distributions pursuant to occur of the Effective Time and receipt by Parent of a complete list from Company of the names and addresses of its holders of record): 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 Company Certificates shall pass, only upon receipt delivery of the Company Certificates by to the Exchange Agent, Agent and shall be in such form and have contain such other provisions as Parent may reasonably specify); ) and (ii) instructions for use in effecting the surrender of the Company Certificates in exchange for certificates representing shares of Parent Certificates (and Common Stock, cash in lieu of any fractional sharesshares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d). Upon surrender of a Company 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 completed and validly executed, and such other documents as may be reasonably required by executed in accordance with the Exchange Agentinstructions thereto, the holder holders of such Company Certificate Certificates shall be entitled to receive in exchange therefor a Parent Certificate certificates representing the number of whole shares of Parent Common Stock that such holder has into which their shares of Company Common Stock were converted at the right to receive pursuant to this Article III and Effective Time, payment of cash in lieu of fractional shares which such holder has holders have the right to receive pursuant to Section 3.041.6(f) and any dividends or distributions payable pursuant to Section 1.7(d), and the Company Certificate Certificates so surrendered shall forthwith be canceled. Until so surrendered, each outstanding Company Certificate that, prior to the Effective Time, represented shares of Company Common Stock Certificates will be deemed from and after the Effective Time, for all corporate purposes other than purposes, subject to Section 1.7(d) as to the payment of dividends and distributionsdividends, to evidence only the ownership of the number of full shares of Parent Common Stock into which such shares of Company Common 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 3.04. Notwithstanding 1.6(f) and any other provision of this Agreement, no interest will be paid dividends or will accrue on any cash distributions payable to holders of Company Certificates pursuant to the provisions of this Article IIISection 1.7(d).

Exchange Procedures. The Promptly after the Effective Time, Parent ------------------- shall cause the Exchange Agent shall to mail to each holder of record (as of certificates the Effective Time) of Company Common Stock ("COMPANY CERTIFICATES"), whose shares were converted into the right to receive shares of Parent Common Stock (and pursuant to Section 1.6, cash in lieu of any fractional shares) shares pursuant to Section 3.041.6(d) promptly after the Effective Time (and in any event no later than three business days after the later dividends or other distributions pursuant to occur of the Effective Time and receipt by Parent of a complete list from Company of the names and addresses of its holders of record): Section 1.7(d), (i) a letter of transmittal for their certificate or certificates (the "Certificates") which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (which shall specify that delivery shall be effected, and risk of loss and title to the Company Certificates shall pass, only upon receipt delivery of the Company Certificates by to the Exchange Agent, Agent and shall be in such form and have such other customary provisions as Parent may reasonably specify); ) and (ii) instructions for use in effecting the surrender of the Company Certificates in exchange for certificates representing shares of Parent Certificates (and Common Stock, cash in lieu of any fractional sharesshares pursuant to Section 1.6(d) and any dividends or other distributions pursuant to Section 1.7(d). Upon surrender of a Company 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 completed and validly executed, and such other documents as may be reasonably required by executed in accordance with the Exchange Agentinstructions thereto, the holder holders of such Company Certificate Certificates shall be entitled to receive in exchange therefor a Parent Certificate certificates representing the number of whole shares of Parent Common Stock that such holder has the right to receive pursuant to this Article III and Stock, payment of cash in lieu of fractional shares which such holder has holders have the right to receive pursuant to Section 3.041.6(d) and any dividends or distributions payable pursuant to Section 1.7(d), and the Company Certificate Certificates so surrendered shall forthwith be canceled. Until so surrendered, each outstanding Company Certificate that, prior to the Effective Time, represented shares of Company Common Stock Certificates will be deemed from and after the Effective Time, for all corporate purposes other than purposes, subject to Section 1.7(d) as to the payment of dividends and distributionsdividends, to evidence the ownership of the number of full shares of Parent Common Stock into which such shares of Company Common 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 3.04. Notwithstanding 1.6(d) and any other provision of this Agreement, no interest will be paid dividends or will accrue on any cash distributions payable to holders of Company Certificates pursuant to the provisions of this Article IIISection 1.7(d).

Exchange Procedures. The Exchange Agent Promptly after the Effective Time, the ------------------- Surviving Corporation shall mail cause to be mailed to each holder of record of a certificate or certificates (the "Certificates") which immediately prior to the Effective Time represented outstanding shares of Company Common Capital Stock ("COMPANY CERTIFICATES"), whose shares were converted into the right to receive shares of Parent Common Stock (and cash in lieu of fractional shares) pursuant to Section 3.04) promptly after the Effective Time (and in any event no later than three business days after the later to occur of the Effective Time and receipt by Parent of a complete list from Company of the names and addresses of its holders of record): 1.6, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Company Certificates shall pass, only upon receipt delivery of the Company Certificates by to the Exchange Agent, Agent and shall be in such form and have such other provisions as Parent and the Company may reasonably specify); agree) and (ii) instructions for use in effecting the surrender of the Company Certificates in exchange for certificates representing shares of Parent Certificates (and cash in lieu of fractional shares)Common Stock. Upon surrender of a Company Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed, and such other documents as may be reasonably required by executed in accordance with the Exchange Agentinstructions thereto, the holder of such Company Certificate shall be entitled to receive in exchange therefor a Parent Certificate certificate representing the number of whole shares of Parent Common Stock that (less the number of shares of Parent Common Stock to be deposited in the Escrow Fund on such holder has the right to receive holder's behalf pursuant to this Article III and payment of VIII hereof), plus cash in lieu of fractional shares in accordance with Section 1.6, to which such holder has the right to receive is entitled pursuant to Section 3.041.6, and the Company Certificate so surrendered shall forthwith be canceled. On the Effective Time, and subject to and in accordance with the provisions of Article VIII hereof, Parent shall cause to be distributed to the Escrow Agent (as defined in Article VIII) a certificate or certificates representing that number of shares of Parent Common Stock equal to the Escrow Amount which shall be registered in the name of the Escrow Agent. As set forth in Section 8.2(c)(iii), such shares shall be beneficially owned by the holders on whose behalf such shares were deposited in the Escrow Fund and such shares shall be available to compensate Parent as provided in Article VIII. Until so surrendered, each outstanding Company Certificate that, prior to the Effective Time, represented shares of Company Common Capital Stock will be deemed from and after the Effective Time, for all corporate purposes purposes, other than the payment of dividends and distributionsdividends, to evidence the ownership of the number of full shares of Parent Common Stock into which such shares of Company Common 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 3.04. Notwithstanding any other provision of this Agreement, no interest will be paid or will accrue on any cash payable to holders of Company Certificates pursuant to the provisions of this Article III1.6.

Exchange Procedures. The As soon as reasonably practicable after the Effective Time, Monsanto shall cause the Exchange Agent shall to mail to each holder of record of certificates of Company Common Stock ("COMPANY CERTIFICATES"), whose shares were converted into the right to receive shares of Parent Common Stock (and cash in lieu of fractional shares) pursuant to Section 3.04) promptly after the Effective Time (and in any event no later than three business days after the later to occur of the Effective Time and receipt by Parent of a complete list from Company of the names and addresses of its holders of record): Certificate (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Company Certificates shall pass, only upon receipt delivery of the Company Certificates by to the Exchange Agent, and which letter shall be in such customary form and have such other provisions as Parent Monsanto may reasonably specify); specify and (ii) instructions for use in effecting the surrender of the Company such Certificates in exchange for Parent Certificates (and cash in lieu of fractional shares)the applicable Merger Consideration. Upon surrender of a Company 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 completed and validly executedin accordance with the instructions thereto, and such other documents as may reasonably be reasonably required by the Exchange Agent, the holder of such Company Certificate shall be entitled to receive in exchange therefor (i) in the case of holders of Common Certificates (A) one or more shares of Monsanto Common Stock (which shall be in uncertificated book-entry form unless a Parent Certificate representing physical certificate is requested) representing, in the aggregate, the whole number of whole shares of Parent Common Stock that such holder has the right to receive pursuant to Section 1.8 (after taking into account all shares of PNU Common Stock then held by such holder), and (B) 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 and payment of II, including cash in lieu of any fractional shares of Monsanto Common Stock pursuant to Section 2.5 and dividends and other distributions pursuant to Section 2.3 and (ii) in the case of holders of Preferred Certificates (A) one or more shares of Monsanto Convertible Preferred Stock (which shall be in uncertificated book-entry form unless a physical certificate is requested) representing, in the aggregate, the number of shares that such holder has the right to receive pursuant to Section 3.04, 1.8 and (B) a check in the Company Certificate so surrendered shall forthwith be canceled. Until so surrendered, each outstanding Company Certificate that, prior amount equal 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 distributions, to evidence the ownership of the number of full shares of Parent Common Stock into which cash that such shares of Company Common Stock shall have been so converted and holder has the right to receive an amount in cash in lieu of pursuant to the issuance of any fractional shares in accordance with Section 3.04. Notwithstanding any other provision provisions of this AgreementArticle II, no including dividends and other distributions pursuant to Section 2.3. No interest will be paid or will accrue on any cash payable to holders of Company Certificates pursuant to Section 2.3 or Section 2.5. In the provisions event of this Article IIIa transfer of ownership of PNU Common Stock or PNU Convertible Preferred Stock which is not registered in the transfer records of PNU, one or more shares of Monsanto Common Stock or Monsanto Convertible Preferred Stock, as the case may be, evidencing, in the aggregate, the proper number of shares of Monsanto Common Stock or Monsanto Convertible Preferred Stock, as the case may be, a check in the proper amount of cash in lieu of any fractional shares of Monsanto Common Stock pursuant to Section 2.5 and any dividends or other distributions to which such holder is entitled pursuant to Section 2.3, may be issued with respect to such PNU Common Stock or PNU Convertible Preferred Stock, as the case may be, to such a transferee if the Certificate representing such shares is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer taxes have been paid.

Exchange Procedures. The Promptly after the Effective Time, Parent shall cause the Exchange Agent shall to mail to each holder of record (as of the Effective Time) of a certificate or certificates (the "CERTIFICATES") which immediately prior to the Effective Time represented outstanding shares of Company Common Stock ("COMPANY CERTIFICATES"), whose shares were converted into the right to receive shares of Parent Common Stock (and pursuant to Section 1.6, cash in lieu of any fractional shares) shares pursuant to Section 3.041.6(e) promptly after the Effective Time (and in any event no later than three business days after the later dividends or other distributions pursuant to occur of the Effective Time and receipt by Parent of a complete list from Company of the names and addresses of its holders of record): 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 Company Certificates shall pass, only upon receipt delivery of the Company Certificates by to the Exchange Agent, Agent and shall be in such form and have such other provisions as Parent may reasonably specify); ) and (ii) instructions for use in effecting the surrender of the Company Certificates in exchange for certificates representing shares of Parent Certificates (and Common Stock, cash in lieu of any fractional sharesshares pursuant to Section 1.6(e) and any dividends or other distributions pursuant to Section 1.7(d). Upon surrender of a Company 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 completed and validly executed, and such other documents as may be reasonably required by executed in accordance with the Exchange Agentinstructions thereto, the holder holders of such Company Certificate Certificates shall be entitled to receive in exchange therefor a Parent Certificate certificates representing the number of whole shares of Parent Common Stock that such holder has into which their shares of Company Common Stock were converted at the right to receive pursuant to this Article III and Effective Time, payment of cash in lieu of fractional shares which such holder has holders have the right to receive pursuant to Section 3.041.6(e) and any dividends or distributions payable pursuant to Section 1.7(d), and the Company Certificate Certificates so surrendered shall forthwith be canceled. Until so surrendered, each outstanding Company Certificate that, prior to the Effective Time, represented shares of Company Common Stock Certificates will be deemed from and after the Effective Time, for all corporate purposes other than purposes, subject to Section 1.7(d) as to the payment of dividends and distributionsdividends, to evidence the ownership of the number of full shares of Parent Common Stock into which such shares of Company Common 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 3.04. Notwithstanding 1.6(e) and any other provision of this Agreement, no interest will be paid dividends or will accrue on any cash distributions payable to holders of Company Certificates pursuant to the provisions of this Article IIISection 1.7(d).

Exchange Procedures. The (a) At or prior to the First Effective Time, Newco shall deposit, or shall cause to be deposited, with the Exchange Agent Agent, for the benefit of the holders of Old Certificates, for exchange in accordance with Article 1 and Article 2 and this Article 3, certificates or evidence of shares in book entry form representing Newco Common Stock (collectively, “New Certificates”) (together with any dividends or distributions with respect thereto and any cash to be paid hereunder in lieu of fractional shares of Newco Common Stock (without any interest thereon), the “Exchange Fund”) to be paid pursuant to Article 1 and Article 2 and this Article 3 in exchange for Outstanding shares of Mellon Common Stock and BNY Common Stock. (b) As promptly as practicable after the Effective Time, Newco shall mail send or cause to be sent to each former holder of record of certificates shares of Company Mellon Common Stock ("COMPANY CERTIFICATES"), whose shares were converted into the right to receive shares of Parent and BNY Common Stock (and cash in lieu of fractional shares) pursuant immediately prior to Section 3.04) promptly after the Effective Time or the First Effective Time, as applicable (each, a “Holder”), transmittal materials for use in exchanging such Holder’s Old Certificates for the consideration set forth in Article 1 and in any event no later than three business days after the later to occur of the Effective Time and receipt by Parent of a complete list from Company of the names and addresses of its holders of record): (i) a letter of transmittal Article 2 (which shall specify that delivery shall be effected, and risk of loss and title to the Company Certificates certificates theretofore representing such shares of Mellon Common Stock and BNY Common Stock shall pass, only upon receipt proper delivery of the Company Certificates by such certificates to the Exchange Agent, and which shall be in such form and have such other provisions as Parent Mellon and BNY may reasonably specify); and (ii) instructions . Newco shall cause the New Certificates for use in effecting the surrender shares of the Company Certificates in exchange for Parent Certificates (and cash in lieu of fractional shares). Upon surrender Newco Common Stock into which shares of a Company Certificate for cancellation Holder’s Mellon Common Stock or BNY Common Stock, as the case may be, are converted at the Effective Time or the First Effective Time, if applicable, or dividends or distributions which such Person shall be entitled to receive and any fractional share interests (in the case of BNY Holders only), to be delivered to such Person upon delivery to the Exchange Agent of Old Certificates representing such shares of Mellon Common Stock or to such other agent or agents BNY Common Stock, as the case may be appointed by Parentbe, together with such letter of transmittalthe transmittal materials, duly executed and completed in accordance with the instructions thereto. No interest will accrue or be paid on any such cash to be paid pursuant to Article 1 and validly executedArticle 2 and this Article 3 upon such delivery. If any New Certificate is to be issued or any cash payment is to be made in a name other than that in which the Old Certificate surrendered in exchange therefor is registered, and it shall be a condition of such exchange that the Person requesting such exchange shall pay any transfer or other documents as may be reasonably Taxes required by reason of the issuance of such New Certificate or the making of such cash payment in a name other than that of the registered Holder of the Old Certificate surrendered, or shall establish to the satisfaction of Newco and the Exchange Agent that any such Taxes have been paid or are not applicable. Any Person whom the Parties reasonably believe to be an “affiliate” of Mellon or BNY for purposes of Rule 145 of the 1933 Act shall not be entitled to receive any New Certificate or payment pursuant to Article 1 or Article 2 or this Article 3 until such Person shall have duly executed and delivered an appropriate agreement as described in Section 5.16. (c) Notwithstanding the foregoing, none of the Exchange Agent, Newco, any of the Parties or any of their respective Subsidiaries shall be liable to any former Holder of Mellon Common Stock or BNY Common Stock for any amount properly delivered to a public official pursuant to applicable abandoned property, escheat or similar Laws. (d) If any Old Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Old Certificate to be lost, stolen or destroyed and, if required by Newco or the Exchange Agent, the holder posting by such Person of a bond in such Company reasonable amount as Newco or the Exchange Agent may direct as indemnity against any claim that may be made against it with respect to such Old Certificate, Newco or the Exchange Agent shall, in exchange for the shares of Mellon Common Stock or BNY Common Stock represented by such lost, stolen or destroyed Old Certificate, issue or cause to be issued a New Certificate and pay or cause to be paid the amounts, if any, deliverable in respect to the shares of Mellon Common Stock or BNY Common Stock, as the case may be, formerly represented by such Old Certificate pursuant to this Agreement. (e) Any portion of the Exchange Fund that remains unclaimed by the Holders of Mellon and BNY for six months after the Effective Time shall be returned to Newco (together with any dividends or earnings in respect thereof). Any Holders of Mellon or BNY who have not theretofore complied with this Article 3 shall thereafter be entitled to look only to Newco, and only as a general creditor thereof, for payment of the consideration deliverable in respect of each share of Mellon Common Stock or BNY Common Stock such Holder holds as determined pursuant to this Agreement, in each case, without any interest thereon. (f) Newco and the Exchange Agent shall be entitled to receive in exchange therefor a Parent Certificate representing deduct and withhold from the number of whole shares of Parent Common Stock that such holder has the right to receive consideration otherwise payable pursuant to this Article III Agreement to any Holder of shares of BNY Common Stock or shares of Mellon Common Stock such amounts as it is required to deduct and withhold with respect to the making of such payment under the Internal Revenue Code and the rules and regulations promulgated thereunder, or any provision of cash state, local or foreign tax Law. To the extent that amounts are so withheld by Newco or the Exchange Agent, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Holder of the shares of BNY Common Stock or shares of Mellon Common Stock in lieu respect of fractional shares which such holder has deduction and withholding was made by Newco or the right to receive pursuant to Section 3.04, and the Company Certificate so surrendered shall forthwith be canceled. Until so surrendered, each outstanding Company 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 distributions, to evidence the ownership of the number of full shares of Parent Common Stock into which such shares of Company Common 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 3.04. Notwithstanding any other provision of this Agreement, no interest will be paid or will accrue on any cash payable to holders of Company Certificates pursuant to the provisions of this Article IIIExchange Agent.

Exchange Procedures. The Promptly after the Effective Time, NetIQ ------------------- shall cause the Exchange Agent shall to mail to each holder of record (as of the Effective Time) of a certificate or certificates (the "Certificates") which immediately prior to the Effective Time represented outstanding shares of Company MCS Common Stock ("COMPANY CERTIFICATES"), whose shares were converted into the right to receive shares of Parent NetIQ Common Stock (and pursuant to Section 1.7, cash in lieu of any fractional shares) shares pursuant to Section 3.041.7(f) promptly after the Effective Time (and in any event no later than three business days after the later dividends or other distributions pursuant to occur of the Effective Time and receipt by Parent of a complete list from Company of the names and addresses of its holders of record): Section 1.8(d), (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Company Certificates shall pass, only upon receipt delivery of the Company Certificates by to the Exchange Agent, Agent and shall be in such form and have such other provisions as Parent NetIQ may reasonably specify); ) and (ii) instructions for use in effecting the surrender of the Company Certificates in exchange for Parent Certificates (and certificates representing shares of NetIQ Common Stock, cash in lieu of any fractional sharesshares pursuant to Section 1.7(f) and any dividends or other distributions pursuant to Section 1.8(d). Upon surrender of a Company Certificate Certificates for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by ParentNetIQ, together with such letter of transmittal, duly completed and validly executed, and such other documents as may be reasonably required by executed in accordance with the Exchange Agentinstructions thereto, the holder holders of such Company Certificate Certificates shall be entitled to receive in exchange therefor a Parent Certificate certificates representing the number of whole shares of Parent NetIQ Common Stock that such holder has the right to receive pursuant to this Article III and Stock, payment of cash in lieu of fractional shares which such holder has holders have the right to receive pursuant to Section 3.041.7(f) and any dividends or distributions payable pursuant to Section 1.8(d), and the Company Certificate Certificates so surrendered shall forthwith be canceled. Until so surrendered, each outstanding Company Certificate that, prior to the Effective Time, represented shares of Company Common Stock Certificates will be deemed from and after the Effective Time, for all corporate purposes other than purposes, subject to Section 1.8(d) as to the payment of dividends and distributionsdividends, to evidence the ownership of the number of full shares of Parent NetIQ Common Stock into which such shares of Company MCS Common 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 3.04. Notwithstanding 1.7(f) and any other provision of this Agreement, no interest will be paid dividends or will accrue on any cash distributions payable to holders of Company Certificates pursuant to the provisions of this Article IIISection 1.8(d).

Exchange Procedures. The Promptly after the Effective Time, Parent shall cause the Exchange Agent shall to mail to each holder of record of certificates one or more shares of Company Common Stock ("COMPANY CERTIFICATES"), whose shares were converted into the right to receive shares of Parent Common Stock (and cash in lieu of fractional shares) pursuant to Section 3.04) promptly after the Effective Time (and in any event no later than three business days after the later to occur as of the Effective Time and receipt by Parent of a complete list from Company of the names and addresses of its holders of record): Time: (i) a letter of transmittal (the “Letter of Transmittal”), which shall specify that delivery shall be effected, and risk of loss and title to the shares of Company Certificates Common Stock shall pass, only upon receipt delivery of the Company corresponding Certificates to the Exchange Agent or receipt by the Exchange Agent, Agent of an “agent’s message” with respect to Book Entry Shares and shall be in such form and have such other provisions as Parent may reasonably specify); , and (ii) instructions for use in effecting the surrender of the Company such Certificates or Book Entry Shares in exchange for the Merger Consideration and any unpaid dividends and distributions on shares of Parent Certificates (and cash Common Stock in lieu of fractional sharesaccordance with Section 4.2(c). Upon surrender of a Company Certificate or Book Entry Shares for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent, together with such letter Letter of transmittalTransmittal, duly executed and completed and validly executedin accordance with the instructions thereto, and such other documents as may reasonably be reasonably required by the Exchange Agent, the holder of such Company Certificate or Book Entry Shares shall be entitled to receive in exchange therefor (x) one or more shares of Parent Common Stock which shall be in uncertificated book-entry form unless a Parent Certificate representing physical certificate is requested (in accordance with Section 4.2(i)) and which shall represent, in the aggregate, that number of whole shares of Parent Common Stock that such holder has the right to receive pursuant to this Article III Section 4.1(a) and payment of (y) a check representing cash in lieu of fractional shares shares, if any, pursuant to Section 4.2(e) and unpaid dividends and distributions, if any, which such holder has the right to receive pursuant to Section 3.04the provisions of this Article IV, after giving effect to any required withholding Tax, and the Company any Certificate or Book Entry Shares so surrendered shall forthwith be canceled. Until so surrendered, each outstanding Company 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 distributions, to evidence the ownership of the number of full shares of Parent Common Stock into which such shares of Company Common 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 3.04. Notwithstanding any other provision of this Agreement, no No interest will be paid or will accrue on any the cash in lieu of fractional shares and unpaid dividends and distributions, if any, payable to holders of Company Certificates Common Stock. In the event of a transfer of ownership of Company Common Stock that is not registered in the transfer records of the Company, one or more shares of Parent Common Stock which shall be in uncertificated book-entry form unless a physical certificate is requested (in accordance with Section 4.2(i)) and which shall represent, in the aggregate, the proper number of shares of Parent Common Stock, together with a check for cash in lieu of fractional shares, if any and unpaid dividends and distributions, if any, which such holder has the right to receive pursuant to the provisions of this Article IIIIV, may be issued to such a transferee if the Certificate representing such Company Common Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer Taxes have been paid.

Exchange Procedures. The Promptly after the Effective Time, Tek shall cause the Exchange Agent shall to mail to each holder of record (as of the Effective Time) of a certificate or certificates (the "Certificates") that immediately prior to the Effective Time represented outstanding shares of Company DSNC Common Stock ("COMPANY CERTIFICATES"), whose shares were converted into the right to receive shares of Parent Common Tek Preferred Stock (and pursuant to Section 1.6, cash in lieu of any fractional shares) shares pursuant to Section 3.041.6(c) promptly after the Effective Time (and in any event no later than three business days after the later dividends or other distributions pursuant to occur of the Effective Time and receipt by Parent of a complete list from Company of the names and addresses of its holders of record): Section 1.8(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 Company Certificates shall pass, only upon receipt delivery of the Company Certificates by to the Exchange Agent, Agent and shall be in such form and have contain such other provisions as Parent Tek may reasonably specify); ) and (ii) instructions for use in effecting the surrender of the Company Certificates in exchange for Parent Certificates (and certificates representing shares of Tek Preferred Stock, cash in lieu of any fractional sharesshares pursuant to Section 1.6(d) and any dividends or other distributions pursuant to Section 1.8(d). Upon surrender of a Company Certificate Certificates for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by ParentTek, together with such letter of transmittal, duly completed and validly executed, and such other documents as may be reasonably required by executed in accordance with the Exchange Agentinstructions thereto, the holder holders of such Company Certificate Certificates shall be entitled to receive in exchange therefor a Parent Certificate certificates representing the number of whole shares of Parent Tek Preferred Stock into which their shares of DSNC Common Stock that such holder has were converted at the right to receive pursuant to this Article III and Effective Time, payment of cash in lieu of fractional shares which such holder has holders have the right to receive pursuant to Section 3.041.6(d) and any dividends or distributions payable pursuant to Section 1.8(d), and the Company Certificate Certificates so surrendered shall forthwith be canceled. Until so surrendered, each outstanding Company Certificate that, prior to the Effective Time, represented shares of Company Common Stock Certificates will be deemed from and after the Effective Time, for all corporate purposes other than purposes, subject to Section 1.8(d) as to the payment of dividends and distributionsdividends, to evidence the ownership of the number of full shares of Parent Common Tek Preferred Stock into which such shares of Company DSNC Common 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 3.04. Notwithstanding 1.6(d) and any other provision of this Agreement, no interest will be paid dividends or will accrue on any cash distributions payable to holders of Company Certificates pursuant to the provisions of this Article IIISection 1.8(d).

Exchange Procedures. The As soon as reasonably practicable after the Effective Time, Parent will instruct the Exchange Agent shall to mail to each holder of record of a certificate or certificates which immediately prior to the Effective Time evidenced outstanding shares of Company Common Stock (other than Dissenting Shares, if applicable) (collectively, the "COMPANY CERTIFICATES"), whose shares were converted into the right to receive shares of Parent Common Stock (and cash in lieu of fractional shares) pursuant to Section 3.04) promptly after the Effective Time (and in any event no later than three business days after the later to occur of the Effective Time and receipt by Parent of a complete list from Company of the names and addresses of its holders of record): (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Company Certificates shall pass, only upon receipt proper delivery of the Company Certificates by to the Exchange Agent, Agent and shall be in such form and have such other provisions as Parent may reasonably specify); ) and (ii) instructions for use in effecting the surrender of the Company Certificates in exchange for certificates evidencing shares of Parent Certificates (and cash in lieu of fractional shares)Common Stock. Upon surrender of a Company Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed, and such other customary documents as may be reasonably required by the Exchange Agentpursuant to such instructions, the holder of such Company Certificate shall be entitled to receive in exchange therefor a Parent Certificate representing the (A) certificates evidencing that number of whole shares of Parent Common Stock that such holder has the right to receive pursuant to this Article III and payment of cash in lieu of fractional shares which such holder has the right to receive in respect of the shares of Company Common Stock formerly evidenced by such Certificate in accordance with Section 2.01, less that holder's pro rata portion of the shares (rounded to the nearest whole share) to be held in escrow pursuant to Sections 5.05 and 8.06 and (B) cash in lieu of fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 3.042.02(e) (such shares of Parent Common Stock and cash, if any, being collectively, the "MERGER CONSIDERATION"), and the Company Certificate so surrendered shall forthwith be canceled. Until so surrendered, each outstanding Company Certificate that, prior to In the Effective Time, represented event of a transfer of ownership of shares of Company Common Stock will be deemed from and after which is not registered in the Effective Time, for all corporate purposes other than the payment of dividends and distributions, to evidence the ownership transfer records of the Company, a certificate evidencing the proper number of full shares of Parent Common Stock into which may be issued in accordance with this Article II to a transferee if the Certificate evidencing such shares of Company Common Stock shall is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer taxes have been so converted and paid. Until surrendered as contemplated by this Section 2.02, each of the Certificates shall be deemed at any time after the Effective Time to evidence only the right to receive an amount in cash in lieu of receive, upon such surrender, the issuance of any fractional shares in accordance with Section 3.04. Notwithstanding any other provision of this Agreement, no interest will be paid or will accrue on any cash payable to holders of Company Certificates pursuant to the provisions of this Article IIIMerger Consideration.

Exchange Procedures. The Exchange Agent shall mail to each holder of record of certificates of Company Common Stock and Company Preferred Stock ("COMPANY CERTIFICATES"), whose shares were converted into the right to receive shares of Parent Common Stock Shares (and cash in lieu of fractional shares) shares pursuant to Section 3.04) promptly after the Effective Time (and in any event no later than three business days after the later to occur of the Effective Time and receipt by Parent of a complete list from Company of the names and addresses of its holders of record): Time: (i) a form letter of transmittal in form and substance reasonably satisfactory to Company (which shall specify that delivery shall be effected, and risk of loss and title to the Company Certificates shall pass, only upon receipt of the Company Certificates by the Exchange Agent, and shall be in such form and have such other provisions as Parent may reasonably specify); and (ii) instructions for use in effecting the surrender of the Company Certificates in exchange for Parent Certificates (and cash in lieu of fractional shares). Upon surrender of a Company 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 Stockholder Representation Letter, duly completed and validly executed, and such other documents as may be reasonably required by the Exchange Agent, the holder of such Company Certificate shall be entitled to receive in exchange therefor a Parent Certificate representing the number of whole shares of Parent Common Stock Shares that such holder has the right to receive pursuant to this Article III and payment of cash in lieu of fractional shares which such holder has the right to receive pursuant to Section 3.04, and the Company Certificate so surrendered shall forthwith be canceled. Until so surrendered, each outstanding Company Certificate that, prior to the Effective Time, represented shares of Company Common Stock or Company Preferred Stock will be deemed from and after the Effective Time, for all corporate purposes other than the payment of dividends and distributions, Time to evidence the ownership of right to receive the number of full shares of Parent Common Stock Shares into which such shares of Company Common Stock or Company Preferred Stock, as the case may be, 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 3.04. Notwithstanding any other provision of this Agreement, no interest will be paid or will accrue on any cash payable to holders of Company Certificates pursuant to the provisions of this Article III.

Exchange Procedures. The Promptly after the Effective Time, Alydaar shall cause the Exchange Agent shall to mail to each holder of record (as of the Effective Time) of a certificate or certificates (the "Certificates") that immediately prior to the Effective Time represented outstanding shares of Company DSNC Common Stock ("COMPANY CERTIFICATES"), whose shares were converted into the right to receive shares of Parent Alydaar Common Stock (and pursuant to Section 1.6, cash in lieu of any fractional shares) shares pursuant to Section 3.041.6(f) promptly after the Effective Time (and in any event no later than three business days after the later dividends or other distributions pursuant to occur of the Effective Time and receipt by Parent of a complete list from Company of the names and addresses of its holders of record): Section 1.8(d), (i) a letter of transmittal in customary form (which shall 5 11 specify that delivery shall be effected, and risk of loss and title to the Company Certificates shall pass, only upon receipt delivery of the Company Certificates by to the Exchange Agent, Agent and shall be in such form and have contain such other provisions as Parent Alydaar may reasonably specify); ) and (ii) instructions for use in effecting the surrender of the Company Certificates in exchange for Parent Certificates (and certificates representing shares of Alydaar Common Stock, cash in lieu of any fractional sharesshares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.8(d). Upon surrender of a Company Certificate Certificates for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by ParentAlydaar, together with such letter of transmittal, duly completed and validly executed, and such other documents as may be reasonably required by executed in accordance with the Exchange Agentinstructions thereto, the holder holders of such Company Certificate Certificates shall be entitled to receive in exchange therefor a Parent Certificate certificates representing the number of whole shares of Parent Alydaar Common Stock that such holder has into which their shares of DSNC Common Stock were converted at the right to receive pursuant to this Article III and Effective Time, payment of cash in lieu of fractional shares which such holder has holders have the right to receive pursuant to Section 3.041.6(f) and any dividends or distributions payable pursuant to Section 1.8(d), and the Company Certificate Certificates so surrendered shall forthwith be canceled. Until so surrendered, each outstanding Company Certificate that, prior to the Effective Time, represented shares of Company Common Stock Certificates will be deemed from and after the Effective Time, for all corporate purposes other than purposes, subject to Section 1.8(d) as to the payment of dividends and distributionsdividends, to evidence the ownership of the number of full shares of Parent Alydaar Common Stock into which such shares of Company DSNC Common 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 3.04. Notwithstanding 1.6(f) and any other provision of this Agreement, no interest will be paid dividends or will accrue on any cash distributions payable to holders of Company Certificates pursuant to the provisions of this Article IIISection 1.8(d).

Exchange Procedures. The Exchange Agent Promptly after the Effective Time, the Surviving Corporation shall mail cause to be mailed to each holder of record of a certificate or certificates (the "Certificates") which immediately prior to the Effective Time represented outstanding shares of Company Common Stock ("COMPANY CERTIFICATES"), whose shares were converted into the right to receive shares of Parent Common Stock (and cash in lieu of fractional shares) pursuant to Section 3.04) promptly after the Effective Time (and in any event no later than three business days after the later to occur of the Effective Time and receipt by Parent of a complete list from Company of the names and addresses of its holders of record): (i) 1.6, a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Company Certificates shall pass, only upon receipt delivery of the Company Certificates by to the Exchange Agent, Agent and shall be in such form and have such other provisions as Parent may reasonably specify); ) and (ii) instructions for use in effecting the surrender of the Company Certificates in exchange for certificates representing shares of Parent Certificates (and cash in lieu of fractional shares)Common Stock. Upon surrender of a Company Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed, and such other documents as may be reasonably required by executed in accordance with the Exchange Agentinstructions thereto, the holder of such Company Certificate shall be entitled to receive in exchange therefor (i) a Parent Certificate certificate representing the number of whole shares of Parent Common Stock that such holder has the right to receive pursuant to this Article III and Stock, (ii) payment of in cash in lieu of fractional shares which such holder has the right to receive pursuant to Section 3.041.11 and (iii) the amount of any dividends or other distributions which such holder has the right to receive pursuant to Section 1.12(d), and the Company Certificate so surrendered shall forthwith be canceledcancelled. Until so surrendered, each outstanding Company 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 purposes, other than the payment of dividends and distributionsdividends, to evidence the ownership of the number of full shares of Parent Common Stock into which such shares of Company Common 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 3.041.11. Notwithstanding Any portion of the shares of Parent Common Stock or cash deposited with the Exchange Agent pursuant to Section 1.12(b) which remains undistributed to the holders of the Certificates representing shares of Company Common Stock for six (6) months after the Effective Time shall be delivered to Parent, upon demand, and any other provision holders of shares of Company Common Stock who have not theretofore complied with this AgreementArticle I shall thereafter look only to Parent and only as general creditors thereof for payment of their claim for Parent Common Stock, no interest will be paid or will accrue on any cash payable in lieu of fractional shares of Parent Common Stock and any dividends or distributions with respect to Parent Common Stock to which such holders of Company Certificates pursuant to the provisions of this Article IIImay be entitled.

Exchange Procedures. The (a) At or prior to the Effective Time, Parent shall deposit with its transfer agent, who shall act as the "Exchange Agent" for the purpose of exchanging Certificates for the Merger Consideration, in trust for the benefit of holders of shares of Company Common Stock, certificates representing the Parent Common Stock issuable pursuant to Section 1.8 in exchange for outstanding shares of Company Common Stock. Parent agrees to make available directly or indirectly to the Exchange Agent from time to time as needed, cash sufficient to pay cash in lieu of fractional shares pursuant to Section 2.4 and any dividends and other distributions pursuant to Section 2.2. (b) Promptly after the Effective Time, Parent shall cause the Exchange Agent to mail to each holder of record of certificates of Company Common Stock ("COMPANY CERTIFICATES"), whose shares were converted into the right to receive shares of Parent Common Stock (and cash in lieu of fractional shares) pursuant to Section 3.04) promptly after the Effective Time (and in any event no later than three business days after the later to occur of the Effective Time and receipt by Parent of a complete list from Company of the names and addresses of its holders of record): Certificate (i) a letter of transmittal (transmittal, which shall specify that delivery shall be effected, and risk of loss and title to the Company Certificates shall pass, only upon receipt of the Company Certificates by the Exchange Agent, and letter shall be in such customary form and have such other provisions as Parent may reasonably specify); specify and (ii) instructions for use in effecting the surrender of the Company such Certificates in exchange for Parent Certificates (and cash in lieu of fractional shares)the applicable Merger Consideration. Upon surrender of a Company 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 completed and validly executedin accordance with the instructions thereto, and such other documents as may reasonably be reasonably required by the Exchange Agent, the holder of such Company Certificate shall be entitled to receive in exchange therefor a Parent Certificate representing the number of whole therefore (A) one or more shares of Parent Common Stock representing, in the aggregate, the whole number of shares that such holder has the right to receive pursuant to this Article III Section 1.8 (after taking into account all shares of Company Common Stock then held by such holder) and payment of (B) a check in the amount equal to the cash in lieu of fractional shares which that such holder has the right to receive pursuant to Section 3.04the provisions of this Article II, and the Company Certificate so surrendered shall forthwith be canceled. Until so surrendered, each outstanding Company Certificate that, prior to the Effective Time, represented shares consisting of Company Common Stock will be deemed from and after the Effective Time, for all corporate purposes other than the payment cash in lieu of dividends and distributions, to evidence the ownership of the number of full any fractional shares of Parent Common Stock into which such shares of Company Common Stock shall have been so converted pursuant to Section 2.4 and the right dividends and other distributions pursuant to receive an amount in cash in lieu of the issuance of any fractional shares in accordance with Section 3.042.2. Notwithstanding any other provision of this Agreement, no No interest will be paid or will accrue on any cash payable to holders of Company Certificates pursuant to the provisions of this Article IIISection 2.2 or Section 2.4.

Exchange Procedures. The Exchange Agent (i) Promptly after the Effective Time, the Surviving Corporation shall cause an exchange agent selected by the Parent and reasonably satisfactory to the Company (the "EXCHANGE AGENT") to mail to each holder of record of certificates a Certificate (other than Certificates in respect of Excluded Company Common Stock Shares) ("COMPANY CERTIFICATES"), whose shares were converted into the right to receive shares of Parent Common Stock (and cash in lieu of fractional shares) pursuant to Section 3.04) promptly after the Effective Time (and in any event no later than three business days after the later to occur of the Effective Time and receipt by Parent of a complete list from Company of the names and addresses of its holders of record): (iA) a letter of transmittal (which shall specify specifying that delivery shall be effected, and that risk of loss and title to the Company Certificates shall pass, only upon receipt delivery of the Company Certificates by (or affidavits of loss in lieu of Certificates) to the Exchange Agent, and shall be in such a form and have such with other provisions as reasonably acceptable to both the Parent may reasonably specify); and the Company, and (iiB) instructions for use in effecting exchanging the surrender Certificates for (1) certificates representing shares of the Company Certificates in exchange for Parent Certificates Common Stock, and (and 2) cash in lieu of fractional shares. (ii) Subject to Section 2.2(f). Upon , upon surrender of a Company Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed, and such other documents as may be reasonably required by the Exchange Agent, the holder of such Company that Certificate shall be entitled to receive in exchange therefor (A) a Parent Certificate certificate representing the that number of whole shares of Parent Common Stock that the holder is entitled to receive under this Article 2, (B) a check in the amount (after giving effect to any required tax withholding) of any cash in lieu of fractional shares that such holder has the right to receive pursuant to under the provisions of this Article III 2, and payment (C) a check in the amount (after giving effect to any required tax withholding) of cash in lieu of fractional shares which any distributions or dividends that such holder has the right to receive pursuant to under the provisions of Section 3.042.2(b), and the Company Certificate so surrendered shall forthwith immediately be canceled. No interest will be paid or accrued on any amount payable upon due surrender of the Certificates. (iii) In the event of a transfer of ownership of Company Shares that is not registered in the transfer records of the Company, a certificate representing the proper number of shares of Parent Common Stock, together with a check for any cash to be paid upon the surrender of the Certificate and any other dividends or distributions in respect of those shares, may be issued or paid to such a transferee if the Certificate formerly representing such Company Shares is presented to the Exchange Agent, accompanied by all documents required to evidence and effect the transfer and to evidence that any applicable stock transfer taxes have been paid. If any certificate for shares of Parent Common Stock is to be issued in a name other than that in which the surrendered Certificate 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 for shares of Parent Common Stock in a name other than that of the registered holder of the surrendered Certificate, or shall establish to the reasonable satisfaction of the Parent or the Exchange Agent that such tax has been paid or is not applicable. (iv) Until so surrenderedsurrendered as contemplated by this Section 2.2(a), each outstanding Company Certificate that, prior to the Effective Time, represented shares of Company Common Stock will shall be deemed from and after the Effective Time, for all corporate purposes other than the payment of dividends and distributions, or distributions at any time after the Effective Time to evidence represent only the ownership of right to receive the number of full certificate representing shares of Parent Common Stock into which such shares of Company Common Stock shall have been so converted and the right to receive an amount in cash in lieu of the issuance of any fractional shares of Parent Common Stock, as contemplated by this Section 2.2(a). All shares of Parent Common Stock, together with any cash paid under Section 2.2(b) or Section 2.2(d) issued upon the surrender for or exchange of Certificates in accordance with Section 3.04. Notwithstanding any other provision the terms of this Agreement, no interest will shall be paid or will accrue on any cash payable deemed to holders have been issued in full satisfaction of Company Certificates pursuant all rights pertaining to the provisions of this Article IIICompany Shares formerly represented by such Certificates, subject, however, to the Surviving Corporation's obligation to pay any dividends or make any other distributions with a record date prior to the Effective Time which may have been declared or made by the Company on such Company Shares which remain unpaid at the Effective Time.

Exchange Procedures. The As soon as practicable after the Effective Time, SB Merger shall cause the Exchange Agent shall to mail to each holder of record (as of the Effective Time) of a certificate or certificates of Company Common Stock (the "COMPANY CERTIFICATESCertificates"), which immediately prior to the Effective Time represented outstanding RxBazaar Shares whose shares were converted into the right to receive shares of Parent Common Stock (SB Merger Shares pursuant to this Agreement, and cash in lieu of fractional shares) any dividends or other distributions pursuant to Section 3.04) promptly after the Effective Time (and in any event no later than three business days after the later to occur of the Effective Time and receipt by Parent of a complete list from Company of the names and addresses of its holders of record): 1(j)(4), (i) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Company Certificates shall pass, only upon receipt delivery of the Company Certificates by to the Exchange Agent, Agent and shall be in such form and have contain such other provisions as Parent SB Merger may reasonably specify); ) and (ii) instructions for use in effecting the surrender of the Company Certificates in exchange for Parent Certificates (certificates representing SB Merger Shares and cash in lieu of fractional sharesany dividends or other distributions pursuant to Section 1(j)(4). Upon surrender of a Company Certificate Certificates for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by ParentSB Merger, together with such letter of transmittal, duly completed and validly executed, and such other documents as may be reasonably required by executed in accordance with the Exchange Agentinstructions thereto, the holder holders of such Company Certificate Certificates shall be entitled to receive in exchange therefor a Parent Certificate certificates representing the number of whole shares of Parent Common Stock that such holder has SB Merger Shares into which their RxBazaar Shares were converted at the right to receive pursuant to this Article III Effective Time and payment of cash in lieu of fractional shares which such holder has the right to receive any dividends or distributions payable pursuant to Section 3.041(j)(4), and the Company Certificate Certificates so surrendered shall forthwith be canceled. Until so surrendered, each outstanding Company Certificate that, prior to the Effective Time, represented shares of Company Common Stock Certificates will be deemed from and after the Effective Time, for all corporate purposes other than purposes, subject to Section 1(j)(4) as to the payment of dividends and distributionsdividends, to evidence only the ownership of the number of full shares of Parent Common Stock SB Merger Shares into which such shares of Company Common Stock RxBazaar Shares 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 3.04. Notwithstanding any other provision of this Agreement, no interest will be paid dividends or will accrue on any cash distributions payable to holders of Company Certificates pursuant to the provisions of this Article IIISection 1(j)(4).

Exchange Procedures. The 2.3.1. Gart shall designate a bank or trust company reasonably acceptable to the Company to act as exchange agent hereunder (the "Exchange Agent"). At the Effective Time, Gart shall deliver or cause to be delivered, in trust, to the Exchange Agent, for the benefit of the holders of shares of Company Common Stock, for exchange in accordance with the provisions in this Article 2, through the Exchange Agent, the Merger Consideration (such Merger Consideration, together with any dividends or distributions with respect thereto, being hereinafter referred to as the "Exchange Fund") to be paid pursuant to Section 2.2.1 and to be deposited pursuant to this Section 2.3.1 in exchange for shares of Company Common Stock. Pending distribution pursuant to Section 2.3.2 of the Exchange Fund deposited with the Exchange Agent, all cash so deposited shall be held in trust for the benefit of the holders of Other Shares and such cash shall not be used for any other purposes; provided, however, that the Surviving Corporation may direct the Exchange Agent to invest such cash, provided that such investments (a) shall be (i) obligations of, or guaranteed by, the United States of America, (ii) in commercial paper obligations receiving the highest rating from either Xxxxx'x Investors Services, Inc. or Standard & Poor's Corporation, or (iii) in certificates of deposit, bank repurchase agreements or bankers acceptances of domestic commercial banks with capital exceeding $250,000,000 (collectively, "Permitted Investments") or shall be in money market funds that are invested solely in Permitted Investments and (b) shall have maturities that will not prevent or delay payments to be made pursuant to Section 2.3.2. 2.3.2. As soon as reasonably practicable after the Effective Time, the Exchange Agent shall mail to each Person who was, at the Effective Time, a holder of record of certificates of Company Common Stock ("COMPANY CERTIFICATES")Other Shares, whose shares were converted into the right to receive shares of Parent Common Stock (and cash in lieu of fractional shares) pursuant to Section 3.04) promptly after the Effective Time (and in any event no later than three business days after the later to occur of the Effective Time and receipt by Parent of a complete list from Company of the names and addresses of its holders of record): (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Company Certificates certificates evidencing the Other Shares (the "Share Certificates") shall pass, only upon receipt proper delivery of the Company Certificates by a Share Certificate to the Exchange Agent, and which shall be in such form and have such other provisions as Parent Gart and the Company may reasonably specify); specify prior to the Effective Time) and (ii) instructions for use in effecting the surrender of the Company Share Certificates in exchange for Parent Certificates (and cash in lieu pursuant to such letter of fractional shares)transmittal. Upon surrender of a Company Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parentof a Share Certificate, together with such letter of transmittal, duly completed and validly executedexecuted in accordance with the instructions thereto, and such other documents as may be reasonably required by the Exchange Agentpursuant to such instructions, the holder of such Company Share Certificate shall be entitled to receive in exchange therefor a Parent Certificate representing the number of whole shares of Parent Common Stock that Merger Consideration for each Other Share formerly represented by such holder has the right to receive pursuant to this Article III and payment of cash in lieu of fractional shares which such holder has the right to receive pursuant to Section 3.04Share Certificate, and the Company Share Certificate so surrendered shall forthwith be canceledcancelled. No interest shall accrue or be paid on the Cash Consideration, the Cash In Lieu or any unpaid dividends or distributions payable pursuant to Section 2.3.3 upon the surrender of any Share Certificate for the benefit of the holder of such Share Certificate. Until so surrenderedsurrendered as contemplated by this Section 2.3, each outstanding Company Share Certificate thator other instrument shall, prior to the Effective Time, represented shares of Company Common Stock will be deemed from and after the Effective Time, for all corporate purposes be deemed to represent only the right to receive the Merger Consideration (and any unpaid dividends or distributions payable pursuant to Section 2.3.3), and, until such surrender, no cash or other consideration or payment of any kind shall be paid to the holder of such outstanding Share Certificate or other instrument in respect thereof. 2.3.3. No dividends or other distributions that are declared on or after the Effective Time on Gart Common Stock, or are payable to the holders of record thereof who became such on or after the Effective Time, shall be paid to any Person entitled by reason of the Merger to receive certificates representing shares of Gart Common Stock until such Person shall have surrendered its Share Certificates as provided in Section 2.3.2 (or such Person shall have complied with Section 2.3.5). Subject to applicable Law, Gart shall cause to be paid to each person receiving a certificate representing such shares of Gart Common Stock, (a) at the time of such receipt the amount of any dividends or other distributions theretofore paid with respect to the shares of Gart Common Stock represented by such certificate and having a record date on or after the Effective Time, and (b) at the appropriate payment date the amount of any dividends or other distributions payable with respect to the shares of Gart Common Stock represented by such certificate, which dividends or other distributions have a record date on or after the Effective Time and a payment date on or subsequent to such receipt. In no event shall the Person entitled to receive such dividends or other distributions be entitled to receive interest on such dividends or other distributions. If payment is to be made to a Person other than the payment of dividends and distributions, to evidence the ownership registered holder of the number Other Shares represented by the Share Certificate or other instrument so surrendered in exchange therefor, it shall be a condition to such payment that the Share Certificate or other instrument so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that the Person requesting such payment shall pay to the Exchange Agent any transfer or other taxes required as a result of full shares such payment to a Person other than the registered holder of Parent Common Stock into which such shares Other Shares or establish to the satisfaction of the Exchange Agent that such tax has been paid or is not payable. Gart, the Surviving Corporation or the Exchange Agent shall be entitled to deduct and withhold from the Merger Consideration otherwise payable pursuant to this Agreement to any holder of Company Common Stock such amounts as Gart, the Surviving Corporation or the Exchange Agent are required to deduct and withhold under the Code or any provision of any applicable Law, with respect to the making of such payment. To the extent that amounts are so withheld by Gart, the Surviving Corporation or the Exchange Agent, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the Company Common Stock in respect of whom such deduction and withholding was made by Gart, the Surviving Corporation or the Exchange Agent. 2.3.4. After the Effective Time, there shall be no further transfers on the stock transfer books of the Surviving Corporation of the Other Shares that were outstanding immediately prior to the Effective Time. If, after the Effective Time, Share Certificates representing Other Shares are presented to the Surviving Corporation, they shall be cancelled and exchanged for the Merger Consideration (and any unpaid dividends or distributions) provided for, and in accordance with the procedures set forth, in this Article 2. 2.3.5. In the event that any Share Certificate or other instrument representing Other Shares shall have been so converted lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Share Certificate or other instrument to be lost, stolen or destroyed and, if required by the Surviving Corporation, the posting by such holder of a bond in such reasonable amount as the Surviving Corporation may direct as indemnity against any claim that may be made against it with respect to such Share Certificate or other instrument, the Exchange Agent will issue in exchange for and the right to receive an amount in cash in lieu of such lost, stolen or destroyed Share Certificate or other instrument representing the issuance of Other Shares, the Merger Consideration and any fractional shares in accordance with Section 3.04. Notwithstanding any other provision of this Agreement, no interest will be paid unpaid dividends or will accrue on any cash distributions payable to holders of Company Certificates pursuant to Section 2.3.3. 2.3.6. If any portion of the provisions Exchange Fund deposited with the Exchange Agent for purposes of payment in exchange for Other Shares remains unclaimed six months after the Effective Time, such portion of the Exchange Fund shall be returned to the Surviving Corporation, upon demand, and any such holder who has not surrendered such holder's Share Certificates in compliance with this Article III2 prior to that time shall thereafter look only to the Surviving Corporation for payment of the Merger Consideration and any unpaid dividends or distributions pursuant to Section 2.3.

Exchange Procedures. The Promptly after the Effective Time, Parent shall cause the Exchange Agent shall to mail to each holder of record of (i) a certificate or certificates that immediately prior to the Effective Time represented outstanding shares of Company Battery Common Stock ("COMPANY CERTIFICATES"the “Battery Certificates”) or (ii) an uncertificated share or shares of Battery Common Stock (the “Uncertificated Shares”), whose shares which at the Effective Time were converted into the right to receive shares of Parent Common Stock (and cash in lieu of fractional shares) the Battery Merger Consideration pursuant to Section 3.04) promptly after the Effective Time (and in any event no later than three business days after the later to occur of the Effective Time and receipt by Parent of a complete list from Company of the names and addresses of its holders of record): 2.1(a), (i) a letter of transmittal (including a substitute Form W-9) and (ii) instructions (which shall specify that delivery shall be effected, and risk of loss and title to the Company Battery Certificates or Uncertificated Shares shall pass, only upon receipt delivery of Battery Certificates or transfer of the Company Certificates by Uncertificated Shares to the Exchange Agent, Agent and shall be in such form and have such other provisions as Parent may reasonably specify); specify and (iias are reasonably acceptable to Battery) instructions for use in effecting the surrender of the Company Battery Certificates or transfer of Uncertificated Shares, in exchange for Parent Certificates (and the Battery Merger Consideration, cash in lieu of any fractional sharesshares pursuant to Section 2.1(d) and any dividends or other distributions payable pursuant to Section 2.2(c). Upon (i) surrender of a Company Certificate Battery Certificates for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by ParentParent and reasonably acceptable to Battery or (ii) in the case of a book-entry transfer of Uncertificated Shares, receipt of an “agent’s message” by the Exchange Agent (or such other evidence, if any, of transfer as the Exchange Agent may reasonably request), accompanied by a properly completed Form of Election, together with such letter of transmittaltransmittal (or affidavit of loss in accordance with Section 2.2(i)), duly completed and validly executedexecuted in accordance with the instructions thereto, a Certification on Form W-9 or W-8 and such other documents as may reasonably be reasonably required by the Exchange Agent, the holder of such Company Certificate Battery Certificates or Uncertificated Shares shall be entitled to receive in exchange therefor (A) a Parent Certificate certificate or certificates representing the that number of whole shares of Parent Common Stock that (after taking into account all Battery Certificates surrendered and Uncertificated Shares transferred by such holder) to which such holder has the right to receive is entitled pursuant to this Article III Section 2.1(a) (which shall be in uncertificated book entry form unless a physical certificate is requested) and (B) payment of cash in lieu of fractional shares which such holder has the right is entitled to receive pursuant to Section 3.042.1(d) and any dividends or distributions payable pursuant to Section 2.2(c), and the Company Certificate Battery Certificates and Uncertificated Shares so surrendered or transferred, as applicable, shall forthwith be canceledcancelled. Until so surrendered, each outstanding Company Certificate that, prior to In the Effective Time, represented shares event of Company a transfer of ownership of Battery Common Stock will be deemed from and after that is not registered in the Effective Timetransfer records of Battery, for all corporate purposes other than a certificate representing the payment of dividends and distributions, to evidence the ownership of the proper number of full shares of Parent Common Stock into which may be issued to a Person other than the Person in whose name Battery Certificate or Uncertificated Shares so surrendered or transferred, as applicable is registered, if such Battery Certificate shall be properly endorsed or otherwise be in proper form for transfer or the Uncertificated Share shall be transferred and the Person requesting such issuance shall pay any transfer or other Taxes required by reason of the issuance of shares of Company Parent Common Stock to a Person other than the registered holder of such Battery Certificate or Uncertificated Share or establish to the satisfaction of Parent that such Tax has been paid or is not applicable. Until surrendered or transferred, as contemplated by this Section 2.2(b), each Battery Certificate and Uncertificated Share shall have been so converted and be deemed at any time after the Effective Time to represent only the right to receive an amount in cash in lieu of the issuance of Battery Merger Consideration (and any fractional shares in accordance with amounts to be paid pursuant to Section 3.042.1(d) or Section 2.2(c)) upon such surrender or transfer, as applicable. Notwithstanding any other provision of this Agreement, no No interest will shall be paid or will shall accrue on any cash amount payable to holders of Company Certificates pursuant to the provisions of this Article IIISection 2.1(a), Section 2.1(d) or Section 2.2(c).

Exchange Procedures. The As soon as practicable after the Effective Time, Parent shall cause the Exchange Agent shall to mail to each holder of record (as of the Effective Time) of a certificate or certificates (the "CERTIFICATES"), which immediately prior to the Effective Time represented outstanding shares of Company Common Stock ("COMPANY CERTIFICATES"), whose shares were converted into the right to receive shares of Parent Common Stock (and pursuant to Section 1.6, cash in lieu of any fractional shares) shares pursuant to Section 3.04) promptly after the Effective Time (1.6(f), and in any event no later than three business days after the later dividends or other distributions pursuant to occur of the Effective Time and receipt by Parent of a complete list from Company of the names and addresses of its holders of record): 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 Company Certificates shall pass, only upon receipt delivery of the Company Certificates by to the Exchange Agent, Agent and shall be in such form and have contain such other provisions as Parent may reasonably specify); ) and (ii) instructions for use in effecting the surrender of the Company Certificates in exchange for certificates representing shares of Parent Certificates (and Common Stock, cash in lieu of any fractional sharesshares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d). Upon surrender of a Company 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 completed and validly executed, and such other documents as may be reasonably required by executed in accordance with the Exchange Agentinstructions thereto, the holder holders of such Company Certificate Certificates shall be entitled to receive in exchange therefor a Parent Certificate certificates representing the number of whole shares of Parent Common Stock that such holder has into which their shares of Company Common Stock were converted at the right to receive pursuant to this Article III and Effective Time, payment of cash in lieu of fractional shares which such holder has holders have the right to receive pursuant to Section 3.041.6(f) and any dividends or distributions payable pursuant to Section 1.7(d), and the Company Certificate Certificates so surrendered shall forthwith be canceledcancelled. Until so surrendered, each outstanding Company Certificate that, prior to the Effective Time, represented shares of Company Common Stock Certificates will be deemed from and after the Effective Time, for all corporate purposes other than purposes, subject to Section 1.7(d) as to the payment of dividends and distributionsdividends, to evidence only the ownership of the number of full shares of Parent Common Stock into which such shares of Company Common 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 3.04. Notwithstanding 1.6(f) and any other provision of this Agreement, no interest will be paid dividends or will accrue on any cash distributions payable to holders of Company Certificates pursuant to the provisions of this Article IIISection 1.7(d).

Exchange Procedures. The Exchange Agent Promptly after the Effective Time, the Omega Surviving Corporation and the Online Surviving Corporation shall mail cause to be mailed to each holder of record of a certificate or certificates (the "Certificates") which immediately prior to the Effective Time represented outstanding shares of Company Omega Common Stock ("COMPANY CERTIFICATES")or Online Common Stock, as applicable, whose shares were converted into the right to receive shares of Parent Newco Common Stock (and cash in lieu of fractional shares) pursuant to Section 3.04) promptly after the Effective Time (and in any event no later than three business days after the later to occur of the Effective Time and receipt by Parent of a complete list from Company of the names and addresses of its holders of record): 1.6, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Company Certificates shall pass, only upon receipt of the Company Certificates by the Exchange Agent, and shall be in such form and have such other provisions as Parent Newco may reasonably specify); ) and (ii) instructions for use in effecting the surrender of the Company Certificates in exchange for Parent Certificates certificates representing shares of Newco Common Stock (and cash in lieu of fractional shares). Upon surrender of a Company Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by ParentNewco, together with such letter of transmittal, duly completed and validly executed, and such other documents as may be reasonably required by executed in accordance with the Exchange Agentinstructions thereto, the holder of such Company Certificate shall be entitled to receive in exchange therefor a Parent Certificate certificate representing the number of whole shares of Parent Newco Common Stock that such holder has the right to receive pursuant to this Article III and payment of cash in lieu of fractional shares which such holder has the right to receive pursuant to Section 3.041.6, and the Company Certificate so surrendered shall forthwith be canceled. Until so surrendered, each outstanding Company Certificate that, prior to the Effective Time, represented shares of Company Omega Common Stock or Online Common Stock will be deemed from and after the Effective Time, for all corporate purposes purposes, other than the payment of dividends and distributionsdividends, to evidence the ownership of the number of full whole shares of Parent Newco Common Stock into which such shares of Company Omega Common Stock or Online Common 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 3.04. Notwithstanding any other provision of this Agreement, no interest will be paid or will accrue on any cash payable to holders of Company Certificates pursuant to the provisions of this Article III1.6.

Exchange Procedures. (a) Immediately prior to the Effective Time, for the benefit of the holders of Certificates, (i) Parent shall reserve for issuance a sufficient number of shares of Parent Common Stock and deliver to the Exchange Agent certificates evidencing such number of shares of Parent Common Stock issuable and (ii) Parent shall deliver, or cause Parent Bank to deliver, to the Exchange Agent an amount of cash sufficient to pay the aggregate amount of cash payable pursuant to this Article III in exchange for Certificates representing outstanding shares of Company Common Stock (such cash and certificates for shares of Parent Common Stock, together with any dividends or distributions with respect thereto, are hereinafter referred to as the "Exchange Fund"). The Exchange Agent shall not be entitled to vote or exercise any rights of ownership with respect to the shares of Parent Common Stock held by it from time to time hereunder, except that it shall receive and hold all dividends or other distributions paid or distributed with respect to such shares for the account of the persons entitled thereto. (b) As soon as practicable after the Effective Time, and provided that the Company has delivered, or caused to be delivered, to the Exchange Agent all information which is necessary for the Exchange Agent to perform its obligations as specified herein, the Exchange Agent shall mail to each holder of record of certificates a Certificate or Certificates who has not previously surrendered such Certificate or Certificates with an Election Form, a form of Company Common Stock ("COMPANY CERTIFICATES"), whose shares were converted into the right to receive shares of Parent Common Stock (and cash in lieu of fractional shares) pursuant to Section 3.04) promptly after the Effective Time (and in any event no later than three business days after the later to occur of the Effective Time and receipt by Parent of a complete list from Company of the names and addresses of its holders of record): (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Company Certificates shall pass, only upon receipt delivery of the Company Certificates by to the Exchange Agent, ) and shall be in such form and have such other provisions as Parent may reasonably specify); and (ii) instructions for use in effecting the surrender of the Company Certificates in exchange for Parent the Merger Consideration into which the shares of Company Common Stock represented by such Certificate or Certificates (shall have been converted pursuant to Sections 3.01 and cash in lieu 3.02 of fractional shares)this Agreement. Upon proper surrender of a Company Certificate for exchange and cancellation to the Exchange Agent or to such other agent or agents as may be appointed by ParentAgent, together with such a properly completed letter of transmittal, duly completed and validly executed, and such other documents as may be reasonably required by the Exchange Agent, the holder of such Company Certificate shall be entitled to receive in exchange therefor therefor, as applicable, (i) a Parent Certificate certificate representing the that number of whole shares of Parent Common Stock (if any) to which such former holder of Company Common Stock shall have become entitled pursuant to this Agreement, (ii) a check representing that amount of cash (if any) to which such former holder of Company Common Stock shall have become entitled pursuant to this Agreement and/or (iii) a check representing the amount of cash (if any) payable in lieu of a fractional share of Parent Common Stock which such former holder has the right to receive in respect of the Certificate surrendered pursuant to this Article III and payment of cash in lieu of fractional shares which such holder has the right to receive pursuant to Section 3.04Agreement, and the Company Certificate so surrendered shall forthwith be canceledcancelled. Until so surrenderedsurrendered as contemplated by this Section 3.03(b), each outstanding Company Certificate that(other than Certificates representing Treasury Stock or Dissenting Shares) shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration provided in Sections 3.01 and 3.02 and any unpaid dividends and distributions thereon as provided in paragraph (c) of this Section 3.03. No interest shall be paid or accrued on any cash constituting Merger Consideration (including any cash in lieu of fractional shares) and any unpaid dividends and distributions, prior if any, payable to holders of Certificates. (c) No dividends or other distributions with a record date after the Effective Time with respect to Parent Common Stock shall be paid to the Effective Timeholder of any unsurrendered Certificate until the holder thereof shall surrender such Certificate in accordance with this Section 3.03. After the surrender of a Certificate in accordance with this Section 3.03, the record holder thereof shall be entitled to receive any such dividends or other distributions, without any interest thereon, which theretofore had become payable with respect to shares of Parent Common Stock represented by such Certificate. (d) The Exchange Agent and Parent, as the case may be, shall not be obligated to deliver cash and/or a certificate or certificates representing shares of Parent Common Stock to which a holder of Company Common Stock would otherwise be entitled as a result of the Merger until such holder surrenders the Certificate or Certificates representing the shares of Company Common Stock will for exchange as provided in this Section 3.03, or, in default thereof, an appropriate affidavit of loss and indemnity agreement and/or a bond in an amount as may be deemed required in each case by Parent. If any certificates evidencing shares of Parent Common Stock are to be issued in a name other than that in which the Certificate evidencing Company Common Stock surrendered in exchange therefor is registered, it shall be a condition of the issuance thereof that the Certificate so surrendered shall be properly endorsed or accompanied by an executed form of assignment separate from the Certificate and otherwise in proper form for transfer and that the person requesting such exchange pay to the Exchange Agent any transfer or other tax required by reason of the issuance of a certificate for shares of Parent Common Stock in any name other than that of the registered holder of the Certificate surrendered or otherwise establish to the satisfaction of the Exchange Agent that such tax has been paid or is not payable. (e) At and after the Effective Time, for all corporate purposes the stock transfer books of the Company shall be closed and there shall be no transfers on the stock transfer books of the Company of the shares of Company Stock which were issued and outstanding immediately prior to the Effective Time. At the Effective Time, holders of Company Stock shall cease to be, and shall have no rights as, shareholders of the Company other than to receive the payment of dividends consideration provided under this Article III. On or after the Effective Time, any Certificates presented to Parent or the Exchange Agent shall be cancelled and distributions, to evidence the ownership of the number of full exchanged for certificates representing shares of Parent Common Stock into which and/or the payment of cash as provided herein, subject to applicable law in the case of Dissenting Shares. (f) Any portion of the Exchange Fund that remains unclaimed by the shareholders of the Company for six months after the Effective Time (as well as any proceeds from any investment thereof) shall be delivered by the Exchange Agent to Parent. Any shareholders of Company who have not theretofore complied with Section 3.03(b) shall thereafter look only to Parent for the Merger Consideration deliverable in respect of each share of Company Common Stock such shareholder holds as determined pursuant to this Agreement, in each case without any interest thereon. If outstanding Certificates for shares of Company Common Stock are not surrendered or the payment for them is not claimed prior to the date on which such shares of Parent Common Stock or cash would otherwise escheat to or become the property of any governmental unit or agency, the unclaimed items shall, to the extent permitted by abandoned property and any other applicable law, become the property of Parent (and to the extent not in its possession shall have been so converted be delivered to it), free and clear of all claims or interest of any Person previously entitled to such property. Neither the Exchange Agent nor any party to this Agreement shall be liable to any holder of stock represented by any Certificate for any consideration paid to a public official pursuant to applicable abandoned property, escheat or similar laws. Parent and the right Exchange Agent shall be entitled to rely upon the stock transfer books of the Company to establish the identity of those persons entitled to receive the Merger Consideration specified in this Agreement, which books shall be conclusive with respect thereto. In the event of a dispute with respect to ownership of stock represented by any Certificate, Parent and the Exchange Agent shall be entitled to deposit any Merger Consideration represented thereby in escrow with an amount independent third party and thereafter be relieved with respect to any claims thereto. (g) Parent (through the Exchange Agent, if applicable) shall be entitled to deduct and withhold from any amounts otherwise payable pursuant to this Agreement to any holder of shares of Company Common Stock such amounts as Parent is required to deduct and withhold under applicable law. Any amounts so withheld shall be treated for all purposes of this Agreement as having been paid to the holder of Company Common Stock in cash in lieu respect of the issuance of any fractional shares in accordance with Section 3.04. which such deduction and withholding was made by Parent. (h) Notwithstanding any other provision of this AgreementAgreement to the contrary, no interest will Certificates surrendered for exchange by any Company Affiliate shall not be paid or will accrue on any cash payable exchanged for certificates representing shares of Parent Common Stock to holders of which such Company Certificates Affiliate may be entitled pursuant to the provisions terms of this Article IIIAgreement until Parent has received a written agreement from such person as specified in Section 6.07.

Exchange Procedures. The Promptly after the Effective Time, the Surviving Corporation shall cause the Exchange Agent shall to mail to each holder of record of a certificate or certificates of (the "Certificates") which immediately prior to the Effective Time represented outstanding Company Common Stock ("COMPANY CERTIFICATES"), Shares and Company Preferred Shares whose shares were converted into the right to receive shares of Parent Common Stock (and cash in lieu of fractional shares) pursuant to Section 3.04) promptly after the Effective Time (and in any event no later than three business days after the later to occur of the Effective Time and receipt by Parent of a complete list from Company of the names and addresses of its holders of record): (i) 1.6, a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Company Certificates shall pass, only upon receipt delivery of the Company Certificates by to the Exchange Agent, Agent and shall be in such form and have such other provisions as Parent may reasonably specify); ) and (ii) instructions for use in effecting the surrender of the Company Certificates in exchange for certificates representing shares of Parent Certificates (Common Stock and cash in lieu of fractional shares)the fraction of a share of Parent Common Stock, if any, pursuant to Section 1.11 hereof. Upon surrender of a Company Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by ParentAgent, together with such letter of transmittal, duly completed and validly executed, and such other documents as may be reasonably required by executed in accordance with the Exchange Agentinstructions thereto, the holder of such Company Certificate shall be entitled to receive in exchange therefor therefor, a Parent Certificate certificate representing the number of whole shares of Parent Common Stock that such holder has the right to receive pursuant to this Article III and payment of cash in lieu of fractional shares which such holder has the right to receive pursuant to Section 3.041.11, and the Company Certificate so surrendered shall forthwith be canceled. Until so surrendered, each outstanding Company Certificate that, prior to the Effective Time, represented shares of Company Common Stock Shares or Company Preferred Shares will be deemed from and after the Effective Time, for all corporate purposes purposes, other than the payment of dividends and distributionsdividends, to evidence the ownership of the number of full shares of Parent Common Stock into which such shares of Company Common Stock Shares and Company Preferred Shares 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 3.041.11. Notwithstanding Any portion of the shares of Parent Common Stock deposited with the Exchange Agent pursuant to this Section 1.12(c) which remains undistributed to the holders of the Certificates representing Company Common Shares or Company Preferred Shares for twelve (12) months after the Effective Time shall be delivered to Parent, upon demand, and any other provision of this Agreement, no interest will be paid or will accrue on any cash payable to holders of Company Certificates pursuant to the provisions of Common Shares or Company Preferred Shares who have not theretofore complied with this Article IIII shall thereafter look only to Parent for Parent Common Stock, any cash in lieu of fractional shares of Parent Common Stock and any dividends or distributions with respect to Parent Common Stock to which such holders may be entitled.

Exchange Procedures. The Exchange Agent Promptly after the Effective Time, the Surviving Corporation shall mail cause to be mailed to each holder of record of a certificate or certificates (the "Certificates") which, immediately prior to the Effective Time, represented outstanding shares of Company RadioMetrix Common Stock ("COMPANY CERTIFICATES"), whose shares were converted into the right to receive shares of Parent SmartGate Common Stock (and cash in lieu of fractional shares) pursuant to Section 3.04) promptly after the Effective Time (and in any event no later than three business days after the later to occur of the Effective Time and receipt by Parent of a complete list from Company of the names and addresses of its holders of record): 1.6: (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Company Certificates shall pass, only upon receipt delivery of the Company Certificates by to the Exchange Agent, Agent and shall be in such form and have such other provisions as Parent SmartGate may reasonably specify); and (ii) instructions for use in effecting the surrender of the Company Certificates in exchange for Parent Certificates (and cash in lieu certificates representing shares of fractional shares)SmartGate Common Stock. Upon surrender of a Company Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by ParentSmartGate, together with such letter of transmittal, duly completed and validly executed, and such other documents as may be reasonably required by executed in accordance with the Exchange Agentinstructions thereto, the holder of such Company Certificate shall be entitled to receive in exchange therefor therefor, a Parent Certificate certificate representing the number of whole shares of Parent SmartGate Common Stock that such holder has the right to receive pursuant to this Article III and payment of cash in lieu of fractional shares which such holder has the right to receive is entitled pursuant to the Merger Consideration payment provisions of Section 3.041.6, and the Company Certificate so surrendered shall forthwith be canceled. Until so surrendered, each outstanding Company Certificate that, prior to the Effective Time, represented shares of Company RadioMetrix Common Stock will be deemed from and after the Effective Time, for all corporate purposes purposes, other than the payment of dividends and distributionsdividends, to evidence the ownership of the number of full shares of Parent SmartGate Common Stock into which such shares of Company RadioMetrix Common 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 3.04. Notwithstanding any other provision of this Agreement, no interest will be paid or will accrue on any cash payable to holders of Company Certificates pursuant to the Merger Consideration payment provisions of this Article IIISection 1.6.

Exchange Procedures. The Promptly after the Effective Time, Neoforma shall instruct the Exchange Agent shall to mail to each holder of record of a certificate or certificates of Company Common Stock ("COMPANY CERTIFICATES"), ) which immediately prior to the Effective Time represented outstanding shares of Healthvision Stock whose shares were converted into the right to receive shares of Parent Neoforma Common Stock (and cash in lieu of fractional shares) pursuant to Section 3.04) promptly after the Effective Time (and in any event no later than three business days after the later to occur of the Effective Time and receipt by Parent of a complete list from Company of the names and addresses of its holders of record): 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 Company Certificates shall pass, only upon receipt proper delivery of the Company Certificates by to the Exchange Agent, Agent and shall be in such form and have contain such other provisions as Parent Neoforma may reasonably specify); ) and (ii) instructions for use in effecting the surrender of the Company Certificates in exchange for Parent Certificates (and cash in lieu certificates representing shares of fractional shares)Neoforma Common Stock. Upon surrender of a Company 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 completed and validly executed, and such other documents as may be reasonably required by executed in accordance with the Exchange Agentinstructions thereto, the holder holders of such Company Certificate Certificates shall be entitled to receive in exchange therefor a Parent Certificate certificates representing the number of whole shares of Parent Neoforma Common Stock that such holder has into which their shares of Healthvision Stock were converted at the right to receive pursuant to this Article III and Effective Time, payment of cash in lieu of fractional shares which that such holder has holders have the right to receive pursuant to Section 3.041.7(e) and any dividends or distributions payable pursuant to Section 1.7(d), and the Company Certificate Certificates so surrendered shall forthwith be canceled. Until so surrendered, each outstanding Company Certificate that, prior to the Effective Time, represented shares of Company Common Stock Certificates will be deemed from and after the Effective Time, for all corporate purposes other than the payment of dividends and distributionspurposes, to evidence only the ownership of the number of full shares of Parent Neoforma Common Stock into which such shares of Company Common Healthvision 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 3.041.7(e) and any dividends or distributions payable pursuant to Section 1.7(d). Notwithstanding any other provision of this Agreement, no No interest will be paid or will accrue accrued on any cash in lieu of fractional shares of Neoforma Stock or on any unpaid dividends or distributions payable to holders of Company Certificates pursuant Certificates. In the event of a transfer of ownership of shares of Healthvision Stock which is not registered in the transfer records of Healthvision, a certificate representing the proper number of shares of Neoforma Common Stock may be issued to a transferee if the Certificate representing such shares of Healthvision Stock is presented to the provisions of this Article IIIExchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer taxes have been paid.

Exchange Procedures. The Exchange Agent shall mail Except as set forth in Section 2.6, promptly after the Effective Time, the Surviving Corporation will cause BNP Paribas to deliver to each holder of record of a certificate or certificates that, immediately prior to the Closing, represented outstanding shares of Company Common Stock ("COMPANY CERTIFICATES"), whose shares were converted into the right to receive shares of Parent or HoldCo Common Stock (and cash in lieu of fractional sharesas the case may be, the "Certificates") pursuant to Section 3.04) promptly after the Effective Time (and in any event no later than three business days after the later to occur of the Effective Time and receipt by Parent of a complete list from Company of the names and addresses of its holders of record): (i) a letter of transmittal (which shall that will specify that delivery shall will be effected, and risk of loss and title to the Company Certificates shall will pass, only upon receipt proper delivery of the Company Certificates by to the Exchange Agent, BNP Paribas and shall which will be in such the form and have such other provisions as Parent and BNP Paribas may reasonably specify); specify and which letter of transmittal will include a form of election by which each such holder is entitled to elect to receive Parent Ordinary Shares rather than all or any portion of the Parent ADSs which such holder is entitled to receive upon surrender of a Certificate in accordance with this Section 2.5 and (ii) instructions for use in effecting the surrender of the Company Certificates in exchange for a number of whole Parent Certificates (and Shares, amount of Per Share Cash Consideration, cash in lieu of fractional sharesParent Shares pursuant to the terms hereof and dividends or distributions pursuant to Section 2.6(c), if any, into which the number of shares of Company Common Stock or HoldCo Common Stock, as the case may be, previously represented by such Certificate will have been converted pursuant to this Agreement. Upon surrender of a Company Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by ParentBNP Paribas, together with such a letter of transmittal, transmittal duly completed and validly executedexecuted in accordance with the instructions thereto, and such other documents as may be reasonably required by the Exchange AgentBNP Paribas, the holder of such Company Certificate shall Certificates will be entitled to receive in exchange therefor a Parent Certificate representing the number of whole shares Parent Shares for each share of Company Common Stock or HoldCo capital stock, as the case may be, formerly represented by such Certificate (after taking into account all Certificates surrendered by such holder) to which the holder is entitled pursuant to the terms hereof, which will be delivered in uncertificated form, the amount of Per Share Cash Consideration, cash in lieu of fraction of Parent Common Stock that such Shares which the holder has the right to receive pursuant to this Article III and payment of cash in lieu of fractional shares which such holder has the right to receive pursuant to Section 3.04any dividends or distributions payable, and the Company Certificate so surrendered shall forthwith be canceled. Until so surrendered, each outstanding Company Certificate that, prior to the Effective Time, represented shares of Company Common Stock will be deemed from cancelled. BNP Paribas will accept such Certificates upon compliance with such reasonable terms and after the Effective Time, for all corporate purposes other than the payment of dividends and distributions, conditions as BNP Paribas may impose to evidence the ownership of the number of full shares of Parent Common Stock into which such shares of Company Common Stock shall have been so converted and the right to receive effect an amount in cash in lieu of the issuance of any fractional shares orderly exchange thereof in accordance with Section 3.04normal exchange practices. Notwithstanding any other provision of this Agreement, no No interest will be paid or will accrue accrued for the benefit of holders of the Certificates on any the Per Share Cash Consideration or cash payable to holders of Company Certificates pursuant to Section 2.6(b) and (c) below upon the provisions surrender of this Article IIIthe Certificates.

Exchange Procedures. The Exchange Agent shall mail to each holder of record of certificates of Company Common Stock ("COMPANY CERTIFICATES"), whose shares were converted into the right to receive shares of Parent Common Stock (and cash in lieu of fractional shares) pursuant to Section 3.04) promptly after the Effective Time (and in any event no later than three business days after the later to occur of the Effective Time and receipt by Parent of a complete list from Company of the names and addresses of its holders of record): (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Company Certificates shall pass, only upon receipt of the Company Certificates by the Exchange Agent, and shall be in such form and have such other provisions as Parent may reasonably specify); and (ii) instructions for use in effecting the surrender of the Company Certificates in exchange for Parent Certificates (and cash in lieu of fractional shares). Upon surrender of a Company Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parentof a Certificate for cancellation, together with such the letter of transmittal, transmittal referred to in SECTION 2.2(a) duly executed and completed and validly executed, and such other documents as may be reasonably required by the Exchange Agentin accordance with its terms, the holder of such Company Certificate shall be entitled to receive in exchange therefor (i) a certificate or certificates representing one or more Parent Certificate representing ADRs representing, in the aggregate, that whole number of whole shares Parent ADSs to be received in accordance with SECTION 2.1(c), (ii) the amount of dividends or other distributions, if any, with a record date on or after the Effective Time which theretofore became payable with respect to such Parent Common Stock that such holder has ADSs in accordance with SECTION 2.2(d), and (iii) the right to receive pursuant to this Article III and payment of cash amount payable in lieu of fractional shares Parent ADSs in accordance with SECTION 2.2(f), in each case which such holder has the right to receive pursuant to Section 3.04the provisions of this Article, and the Company 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 which is not registered in the transfer records of the Company, one or more Parent ADRs representing that whole number of Parent ADSs to be received in accordance with SECTION 2.1(c), plus any dividends or other distributions to which the transferor would otherwise be entitled pursuant to SECTION 2.2(d), plus the cash amount payable in lieu of fractional Parent ADSs in accordance with SECTION 2.2(f), may be issued to a transferee if the Certificate representing such Shares is presented to the Exchange Agent accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer taxes have been paid. Until so surrenderedsurrendered as contemplated by this Section, and subject to SECTION 2.2(d), each outstanding Company Certificate thatshall, prior to the Effective Time, represented shares of Company Common Stock will be deemed from and after the Effective Time, represent for all corporate purposes other than the payment of dividends and distributions, to evidence the ownership of the number of full shares of Parent Common Stock into which such shares of Company Common Stock shall have been so converted and only the right to receive an the whole number of Parent ADSs into which the number of Shares shown thereon have been converted as contemplated by this Article plus the cash amount in cash payable in lieu of the issuance of any fractional shares Parent ADSs in accordance with Section 3.04. Notwithstanding any other provision of this Agreement, no interest will be paid or will accrue on any cash payable to holders of Company Certificates pursuant to the provisions of this Article IIISECTION 2.2(f).

Exchange Procedures. The As soon as reasonably practicable after the Effective Time, Parent shall cause the Exchange Agent shall to mail to each holder of record (as of the Effective Time) of a certificate or certificates of Company Common Stock (each, a "COMPANY CERTIFICATE and collectively, the "CERTIFICATES"), which immediately prior to the Effective Time represented outstanding Company Shares whose shares were converted into the right to receive shares of Parent Common Stock (and pursuant to Section 1.6 hereof, cash in lieu of any fractional shares) shares pursuant to Section 3.041.6(f) promptly after the Effective Time (hereof, and in any event no later than three business days after the later dividends or other distributions pursuant to occur of the Effective Time and receipt by Parent of a complete list from Company of the names and addresses of its holders of record): Section 1.7(d) hereof, (i) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Company Certificates shall pass, only upon receipt delivery of the Company Certificates by to the Exchange Agent, and shall be in such form and have such other provisions as Parent may reasonably specify); Agent and (ii) instructions for use in effecting the surrender of the Company Certificates in exchange for certificates representing shares of Parent Certificates (and Common Stock, cash in lieu of any fractional sharesshares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d). Upon surrender of a Company 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 completed and validly executed, and such other documents as may be reasonably required by executed in accordance with the Exchange Agentinstructions thereto, the holder holders of such Company Certificate Certificates shall be entitled to receive in exchange therefor a Parent Certificate certificates representing the number of whole shares of Parent Common Stock that such holder has into which their shares of Company Shares were converted at the right to receive pursuant to this Article III and Effective Time, payment of cash in lieu of fractional shares which such holder has holders have the right to receive pursuant to Section 3.041.6(f) and any dividends or distributions payable pursuant to Section 1.7(d), and the Company Certificate Certificates so surrendered shall forthwith be canceled. Until so surrendered, each outstanding Company Certificate that, prior to the Effective Time, represented shares of Company Common Stock Certificates will be deemed from and after the Effective Time, Time for all corporate purposes other than the payment of purposes, subject to Section 1.7 hereof, as to dividends and other distributions, to evidence only the ownership of the number of full shares of Parent Common Stock into which such shares of Company Common Stock Shares 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 3.04. Notwithstanding 1.6(f) and any other provision of this Agreement, no interest will be paid dividends or will accrue on any cash distributions payable to holders of Company Certificates pursuant to the provisions of this Article IIISection 1.7(d).

Exchange Procedures. The Promptly after the Effective Time, Parent shall cause the Exchange Agent shall to mail to each holder of record (as of the Effective Time) of a certificate or certificates of Company Common Stock (the "COMPANY CERTIFICATES"), which immediately prior to the Effective Time represented outstanding Company Common Shares whose shares were converted into the right to receive exchanged for shares of Parent Common Stock (and pursuant to Section 1.4, cash in lieu of any fractional shares) shares pursuant to Section 3.041.4(e) promptly after the Effective Time (and in any event no later than three business days after the later dividends or other distributions pursuant to occur Section 1.4(d), subject to receipt of the Effective Time and receipt by Parent of a complete list from Company of the names and addresses of its holders of record): (i) a duly completed and validly executed letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Company Certificates shall pass, only upon receipt delivery of the Company Certificates by to the Exchange Agent, Agent and shall be in such form and have contain such other provisions as Parent may reasonably specify); ) and (ii) instructions for use in effecting the surrender of the Company Certificates in exchange for certificates representing shares of Parent Certificates (and Common Stock, cash in lieu of any fractional sharesshares pursuant to Section 1.4(e) and any dividends or other distributions pursuant to Section 1.4(d). Upon surrender of a Company 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 completed and validly executed, and such other documents as may be reasonably required by executed in accordance with the Exchange Agentinstructions thereto, the holder holders of such Company Certificate Certificates shall be entitled to receive in exchange therefor a Parent Certificate certificates representing the number of whole shares of Parent Common Stock that such holder has into which their Company Common Shares were exchanged at the right to receive pursuant to this Article III and Effective Time, payment of cash in lieu of fractional shares which such holder has holders have the right to receive pursuant to Section 3.041.4(e) and any dividends or distributions payable pursuant to Section 1.4(d), and the Company Certificate Certificates so surrendered shall forthwith be canceled. Until so surrendered, each outstanding Company Certificate that, prior to the Effective Time, represented shares of Company Common Stock Certificates will be deemed from and after the Effective Time, for all corporate purposes other than the payment of purposes, subject to Section 1.4(d) as to dividends and other distributions, to evidence only the ownership of the number of full shares of Parent Common Stock into which such shares of Company Common Stock shall have been so converted Shares are entitled to be exchanged and the right to receive an amount in cash in lieu of the issuance of any fractional shares in accordance with Section 3.04. Notwithstanding 1.4(e) and any other provision of this Agreement, no interest will be paid dividends or will accrue on any cash distributions payable to holders of Company Certificates pursuant to the provisions of this Article IIISection 1.4(d).

Exchange Procedures. The Promptly after the Effective Time, Parent shall cause the Exchange Agent shall to mail to each holder of record (as of the Effective Time) of a certificate or certificates (the "CERTIFICATES") which immediately prior to the Effective Time represented outstanding shares of Company Common Stock ("COMPANY CERTIFICATES"), or Series B Preferred Stock whose shares were converted into the right to receive shares of Parent Common Stock (and pursuant to Section 1.6, cash in lieu of any fractional shares) shares pursuant to Section 3.041.6(g) promptly after the Effective Time (and in any event no later than three business days after the later dividends or other distributions pursuant to occur of the Effective Time and receipt by Parent of a complete list from Company of the names and addresses of its holders of record): 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 Company Certificates shall pass, only upon receipt delivery of the Company Certificates by to the Exchange Agent, Agent and shall be in such form and have such other provisions as Parent may reasonably specify); ) and (ii) instructions for use in effecting the surrender of the Company Certificates in exchange for certificates representing shares of Parent Certificates (and Common Stock, cash in lieu of any fractional sharesshares pursuant to Section 1.6(g) and any dividends or other distributions pursuant to Section 1.7(d). Upon surrender of a Company 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 completed and validly executed, and such other documents as may be reasonably required by executed in accordance with the Exchange Agentinstructions thereto, the holder holders of such Company Certificate Certificates shall be entitled to receive in exchange therefor a Parent Certificate certificates representing the number of whole shares of Parent Common Stock that such holder has the right to receive pursuant to this Article III and Stock, payment of cash in lieu of fractional shares which such holder has holders have the right to receive pursuant to Section 3.041.6(g) and any dividends or distributions payable pursuant to Section 1.7(d), and the Company Certificate Certificates so surrendered shall forthwith be canceled. Until so surrendered, each outstanding Company Certificate that, prior to the Effective Time, represented shares of Company Common Stock Certificates will be deemed from and after the Effective Time, for all corporate purposes other than purposes, subject to Section 1.7(d) as to the payment of dividends and distributionsdividends, to evidence the ownership of the number of full shares of Parent Common Stock into which such shares of Company Common 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 3.04. Notwithstanding 1.6(g) and any other provision of this Agreement, no interest will be paid dividends or will accrue on any cash distributions payable to holders of Company Certificates pursuant to the provisions of this Article IIISection 1.7(d).

Exchange Procedures. The Promptly after the Effective Time, Parent shall cause the Exchange Agent shall to mail to each holder of record (as of the Effective Time) of a certificate or certificates (the "CERTIFICATES"), which immediately prior to the Effective Time represented outstanding shares of Company Common Stock ("COMPANY CERTIFICATES"), whose shares were converted into the right to receive shares of Parent Common Stock (and pursuant to Section 1.6, cash in lieu of any fractional shares) shares pursuant to Section 3.041.6(f) promptly after the Effective Time (and in any event no later than three business days after the later dividends or other distributions pursuant to occur of the Effective Time and receipt by Parent of a complete list from Company of the names and addresses of its holders of record): 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 Company Certificates shall pass, only upon receipt delivery of the Company Certificates by to the Exchange Agent, Agent and shall be in such form and have containing such other provisions as Parent may reasonably specify); ) and (ii) instructions for use in effecting the surrender of the Company Certificates in exchange for certificates representing shares of Parent Certificates (and Common Stock, cash in lieu of any fractional sharesshares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d). Upon surrender of a Company 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 completed and validly executed, and such other documents as may be reasonably required by executed in accordance with the Exchange Agentinstructions thereto, the holder holders of such Company Certificate Certificates shall be entitled to receive in exchange therefor a Parent Certificate certificates representing the number of whole shares of Parent Common Stock that such holder has the a right to receive pursuant to this Article III and Section 1.6(a), payment of cash in lieu of fractional shares which such holder has holders have the right to receive pursuant to Section 3.041.6(f) and any dividends or distributions payable pursuant to Section 1.7(d), and the Company Certificate Certificates so surrendered shall forthwith be canceled. Until so surrendered, each outstanding Company Certificate that, prior to the Effective Time, represented shares of Company Common Stock Certificates will be deemed from and after the Effective Time, for all corporate purposes other than purposes, subject to Section 1.7(d) as to the payment of dividends and or other distributions, to evidence only the ownership of right to receive the number of full shares of Parent Common Stock into which issuable in exchange for such shares of Company Common Stock shall have been so converted pursuant to Section 1.6(a) and the right to receive an amount in cash in lieu of the issuance of any fractional shares in accordance with Section 3.04. Notwithstanding 1.6(f) and any other provision of this Agreement, no interest will be paid dividends or will accrue on any cash distributions payable to holders of Company Certificates pursuant to the provisions of this Article IIISection 1.7(d).

Exchange Procedures. The As soon as practicable after the Effective Time, Parent shall cause the Exchange Agent shall 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 "COMPANY CERTIFICATESCertificates"), whose shares were converted into the right to receive shares of Parent Common Stock (and cash in lieu of fractional shares) pursuant to Section 3.04) promptly after the Effective Time (and in any event no later than three business days after the later to occur of the Effective Time and receipt by Parent of a complete list from Company of the names and addresses of its holders of record): (i) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Company Certificates shall pass, only upon receipt delivery of the Company Certificates by to the Exchange Agent, and shall be in such form and have such other provisions as Parent may reasonably specify); ) and (ii) instructions for use in effecting the surrender of the Company Certificates in exchange for certificates representing shares of Parent Certificates (and Common Stock pursuant to Section 1.6(a), cash in lieu of any fractional sharesshares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d). Upon surrender of a Company 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 completed and validly executed, and such other documents as may be reasonably required by executed in accordance with the Exchange Agentinstructions thereto, the holder holders of such Company Certificate Certificates shall be entitled to receive in exchange therefor a Parent Certificate certificates representing the number of whole shares of Parent Common Stock that such holder has the right to receive into which their shares of Company Common Stock were converted pursuant to this Article III and Section 1.6(a), payment of cash in lieu of fractional shares which such holder has holders have the right to receive pursuant to Section 3.041.6(f) and any dividends or other distributions payable pursuant to Section 1.7(d), and the Company Certificate Certificates so surrendered shall forthwith be canceled. Until so surrendered, each outstanding Company Certificate that, prior to the Effective Time, represented shares of Company Common Stock Certificates will be deemed deemed, from and after the Effective Time, for all corporate purposes other than the payment of dividends and distributions, to evidence only the ownership of the number of full whole shares of Parent Common Stock into which such shares of Company Common Stock shall have been so converted (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 3.04. Notwithstanding 1.6(f) and any dividends or other provision of this Agreement, no interest will be paid or will accrue on any cash distributions payable to holders of Company Certificates pursuant to the provisions of this Article IIISection 1.7(d).

Exchange Procedures. The (i) As promptly as practicable after the Effective Time, Parent shall cause the Exchange Agent shall to mail to each person who was, at the Effective Time, a holder of record of certificates of Company Common Stock ("COMPANY CERTIFICATES"), Shares whose shares Shares were converted into the right to receive shares of Parent Common Stock (and cash in lieu of fractional shares) the Per Share Merger Consideration pursuant to Section 3.04) promptly after the Effective Time (and in any event no later than three business days after the later to occur of the Effective Time and receipt by Parent of a complete list from Company of the names and addresses of its holders of record2.04(a): (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 Company Certificates certificates evidencing such Shares (the “Certificates”) shall pass, only upon receipt proper delivery of the Company Certificates by (or an affidavit of loss in lieu thereof) to the Exchange Agent, and shall be in such form and have such other provisions as Parent may reasonably specify); and (iiB) instructions for use in effecting the surrender of the Company Certificates in exchange for Parent Certificates (and cash or an affidavit of loss in lieu thereof) pursuant to such letter of fractional shares). transmittal. (ii) Upon surrender of a Company Certificate for cancellation to the Exchange Agent of a Certificate (or to such other agent or agents as may be appointed by Parentan affidavit of loss in lieu thereof) for cancellation, together with such letter of transmittal, duly completed and validly executedexecuted in accordance with the instructions thereto, and such other documents as may reasonably be reasonably required by the Exchange Agentpursuant to such instructions, the holder of such Company Certificate shall be entitled to receive in exchange therefor (A) a Parent Certificate certificate representing the that number of whole shares of Parent Common Stock that such holder has the right to receive pursuant to this Article III and payment of cash in lieu of fractional shares Shares which such holder has the right to receive in respect of the Shares formerly represented by such Certificate (after taking into account all Shares then held by such holder), (B) cash in lieu of any fractional Parent Common Shares to which such holder is entitled pursuant to Section 3.043.01(e), and (C) any dividends or other distributions to which such holder is entitled pursuant to Section 3.01(c), and the Company Certificate (or an affidavit of loss in lieu thereof) so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Shares that is not registered in the transfer records of the Company, a certificate representing the proper number of Parent Common Shares, cash in lieu of any fractional Parent Common Shares to which such holder is entitled pursuant to Section 3.01(e) and any dividends or other distributions to which such holder is entitled pursuant to Section 3.01(c) may be delivered to a transferee if the Certificate (or an affidavit of loss in lieu thereof) representing such Shares is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer Taxes have been paid. Until so surrenderedsurrendered as contemplated by this Section 3.01, each outstanding Company Certificate that, prior to the Effective Time, represented shares of Company Common Stock will shall be deemed from and at all times after the Effective Time, for all corporate purposes other than the payment of dividends and distributions, Time to evidence the ownership of the number of full shares of Parent Common Stock into which such shares of Company Common Stock shall have been so converted and represent only the right to receive an amount in upon such surrender the certificate representing Parent Common Shares, cash in lieu of the issuance of any fractional shares in accordance with Section 3.04. Notwithstanding any other provision of this Agreement, no interest will be paid or will accrue on any cash payable Parent Common Shares to holders of Company Certificates which such holder is entitled pursuant to the provisions of this Article IIISection 3.01(e) and any dividends or other distributions to which such holder is entitled pursuant to Section 3.01(c).

Exchange Procedures. The Promptly after the Effective Time, Parent shall instruct the Exchange Agent shall 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 ("COMPANY CERTIFICATES"), whose shares were other than certificates representing Company Stock Awards which shall be converted into the right to receive shares of Parent Common Stock (and cash in lieu of fractional sharesaccordance with Section 1.8 hereto) pursuant to Section 3.04) promptly after the Effective Time (and in any event no later than three business days after the later to occur of the Effective Time and receipt by Parent of a complete list from Company of the names and addresses of its holders of record): (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Company Certificates shall pass, only upon receipt proper delivery of the Company Certificates by to the Exchange Agent, Agent and shall be in such customary form and have such other provisions as Parent may reasonably specify); subject to the reasonable approval of the Company prior to the Effective Time) and (ii) instructions for its use in effecting the surrender of the Company Certificates in exchange for Parent Certificates (and cash the Merger Consideration payable in lieu respect of fractional shares)the shares of Company Common Stock represented by such Certificates. Upon surrender of a Company 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 properly completed and validly duly executed, and such other documents as may be reasonably required by the Exchange Agentpursuant to such instructions, the holder of such Company Certificate shall be entitled to receive in exchange therefor a Parent Certificate representing the number of whole (A) one or more shares of Parent Common Stock (which shall be in uncertificated book-entry form unless a physical certificate is requested) representing, in the aggregate, the whole number of shares of Parent Common Stock, if any, that such holder has the right to receive pursuant to this Article III Section 1.7 (after taking into account all shares of Company Common Stock previously represented by all Certificates then held by such holder) and payment (B) a check in the amount equal to the cash portion of cash in lieu of fractional shares which the Merger Consideration, if any, that such holder has the right to receive pursuant to Section 3.041.7 and this Article 2, including cash payable in lieu of any fractional shares of Parent Common Stock pursuant to Section 2.1(e) and dividends and other distributions pursuant to Section 2.1(c). No interest shall be paid or accrued on any Merger Consideration, cash in lieu of fractional shares or on any unpaid dividends and distributions payable to holders of Certificates. In the Company Certificate so surrendered shall forthwith be canceled. Until so surrendered, each outstanding Company Certificate that, prior to the Effective Time, represented event of a transfer of ownership of shares of Company Common Stock will be deemed from and after which is not registered in the Effective Time, for all corporate purposes other than the payment of dividends and distributions, to evidence the ownership transfer records of the number Company, the Merger Consideration payable in respect of full shares of Parent Common Stock into which such shares of Company Common Stock may be paid to a transferee if the Certificate representing such shares of Company Common Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and the Person requesting such exchange shall have pay to the Exchange Agent in advance any transfer or other Taxes required by reason of the delivery of the Merger Consideration in any name other than that of the registered holder of the Certificate surrendered, or required for any other reason, or shall establish to the satisfaction of the Exchange Agent that such Tax has been so converted and paid or is not payable. Until surrendered as contemplated by this Section 2.1, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive an amount upon such surrender the Merger Consideration payable in respect of the shares of Company Common Stock represented by such Certificate, cash in lieu of the issuance of any fractional shares in accordance with Section 3.04. Notwithstanding any other provision of this Agreement, no interest will be paid or will accrue on any cash payable Parent Common Stock to holders of Company Certificates which such holder is entitled pursuant to the provisions of this Article IIISection 2.1(e) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.1(c).

Exchange Procedures. The Exchange Agent Within five business (5) days following ------------------- the Effective Time, the Surviving Corporation shall mail cause to be mailed to each holder of record of a certificate or certificates (the "Certificates") which immediately prior to the Effective Time represented outstanding shares of Company Digital Common Stock ("COMPANY CERTIFICATES")Stock, whose shares were converted into the right to receive shares of Parent Agile Common Stock and the Per Share Cash Consideration (and cash in lieu of fractional shares) pursuant to Section 3.04) promptly after 1.6 and each Warrantholder whose Warrants were automatically converted pursuant to the Effective Time (and in any event no later than three business days after the later to occur provisions of the Effective Time and receipt by Parent of a complete list from Company of the names and addresses of its holders of record): Section 1.6(f)(iv), (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Company Certificates or Warrants (as the case may be) shall pass, only upon receipt of the Company Certificates or Warrants (as the case may be) by the Exchange Agent, and shall be in such form and have such other provisions as Parent Agile may reasonably specify); , (ii) such other customary documents as may be required pursuant to such instructions, and (iiiii) instructions for use in effecting the surrender of the Company Certificates and Warrants in exchange for Parent Certificates certificates representing shares of Agile Common Stock and the Per Share Cash Consideration (and cash in lieu of fractional shares). Upon surrender of a Company Certificate or Warrant for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by ParentAgile, together with such letter of transmittaltransmittal and other documents, duly completed and validly executed, and such other documents as may be reasonably required by executed in accordance with the Exchange Agentinstructions thereto, the holder of such Company Certificate or Warrant (as the case may be) shall be entitled to receive in exchange therefor (A) a Parent Certificate certificate representing the number of whole shares of Parent Agile Common Stock that to which the holder is entitled to less the number of shares of Agile Common Stock to be deposited in the Escrow Fund on such holder's behalf pursuant to Sections 1.7(j) and 8 hereof (which number shall be based on the percentage of Aggregate Merger Consideration received or attributed to such holder has relative to the right total Aggregate Merger Consideration received or attributed to receive all Shareholders and Warrantholders) and, with respect to the holders of former shares of Digital Preferred Stock or former Warrants to acquire Digital Preferred Stock, less such holders pro-rata portion (which shall be based on the percentage of Aggregate Merger Share Consideration received or attributed to such holder in respect of such holder's Digital Preferred Stock or Warrants to acquire Digital Preferred Stock relative to the total Aggregate Merger Share Consideration received or attributable to all holders in respect of all such holders' Digital Preferred Stock and Warrants to acquire Digital Preferred Stock) of the Custody Shares (if any) to be placed in custody pursuant to this Article III Section 1.7(k), (B) any dividends or other distributions to which such holder is entitled pursuant to Section 1.6(d), (C) the aggregate Per Share Cash Consideration which the holder is entitled to, and payment of (D) cash (without interest) in lieu respect of fractional shares which such holder has the right to receive pursuant to as provided in Section 3.04, 1.6(e) and the Company Certificate or Warrant so surrendered shall forthwith be canceled. Until so surrendered, each outstanding Company Certificate or Warrant that, prior to the Effective Time, represented shares of Company Common Digital Capital Stock or the right to acquire shares of Digital Capital Stock will be deemed from and after the Effective Time, for all corporate purposes purposes, other than the payment of dividends and distributionsdividends, to evidence the ownership of the number of full shares of Parent Agile Common Stock into which such shares of Company Common Digital Capital Stock or Warrants 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 3.041.6. Notwithstanding any other provision Agile shall use reasonable best efforts to cause the Exchange Agent to issue to each Shareholder and Warrantholder such Merger Consideration or consideration receivable upon conversion of this Agreement, no interest will be paid Warrants from the Exchange Fund within (5) business days after the Exchange Agent receives all necessary documents from the Shareholder or will accrue on any cash payable to holders of Company Certificates pursuant to the provisions of this Article IIIWarrantholder.

Exchange Procedures. The Exchange Agent Promptly after the Effective Time, the Surviving Corporation shall mail cause to be mailed to each holder of record of a certificate or certificates (the "Certificates") which immediately prior to the Effective Time represented outstanding shares of Company Target Common Stock ("COMPANY CERTIFICATES")Stock, whose shares were converted into the right to receive shares of Parent Acquiror Common Stock (and cash in lieu of fractional shares) pursuant to Section 3.04) promptly after the Effective Time (and in any event no later than three business days after the later to occur of the Effective Time and receipt by Parent of a complete list from Company of the names and addresses of its holders of record): 1.6, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Company Certificates shall pass, only upon receipt of the Company Certificates by the Exchange Agent, and shall be in such form and have such other provisions as Parent Acquiror may reasonably specify); ) and (ii) instructions for use in effecting the surrender of the Company Certificates in exchange for Parent Certificates (and cash in lieu certificates representing shares of fractional shares)Acquiror Common Stock. Upon surrender of a Company Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by ParentAcquiror, together with such letter of transmittal, duly completed and validly executed, and such other documents as may be reasonably required by executed in accordance with the Exchange Agentinstructions thereto, the holder of such Company Certificate shall be entitled to receive in exchange therefor a Parent Certificate certificate representing the number of whole shares of Parent Acquiror Common Stock that such holder has the right to receive pursuant to this Article III and payment of cash in lieu of fractional shares which such holder has the right to receive pursuant to Section 3.041.6, and the Company Certificate so surrendered shall forthwith be canceled. Until so surrendered, each outstanding Company Certificate that, prior to the Effective Time, represented shares of Company Target Common Stock will be deemed from and after the Effective Time, for all corporate purposes purposes, other than the payment of dividends and distributionsdividends, to evidence the ownership of the number of full shares of Parent Acquiror Common Stock into which such shares of Company Target Common 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 3.04. Notwithstanding any other provision of this Agreement, no interest will be paid or will accrue on any cash payable to holders of Company Certificates pursuant to the provisions of this Article III1.6.

Exchange Procedures. The Promptly after the Effective Time, New Andrx shall cause the Exchange Agent shall to mail to each holder of record (as of the Effective Time) of a certificate or certificates of Company Common Stock (the "COMPANY CERTIFICATESCertificates"), which immediately prior to the Effective Time represented outstanding shares of Andrx Capital Stock or Cybear Capital Stock, as applicable, whose shares were converted into the right to receive shares of Parent New Andrx Common Stock (and cash in lieu of fractional shares) and/or Cybear Tracking Common Stock pursuant to Section 3.042(f) promptly after the Effective Time (and in any event no later than three business days after the later dividends or other distributions pursuant to occur of the Effective Time and receipt by Parent of a complete list from Company of the names and addresses of its holders of record): Section 2(o), (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Company Certificates shall pass, only upon receipt delivery of the Company Certificates by to the Exchange Agent, Agent and shall be in such form and have contain such other provisions as Parent New Andrx may reasonably specify); ) and (ii) instructions for use in effecting the surrender of the Company Certificates in exchange for Parent Certificates (certificates representing shares of New Andrx Capital Stock and/or Cybear Tracking Common Stock, as applicable, and cash in lieu of fractional sharesany dividends or other distributions pursuant to Section 2(o). Upon surrender of a Company Certificate the Certificates for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by ParentAgent, together with such letter of transmittal, duly completed and validly executed, and such other documents as may be reasonably required by executed in accordance with the Exchange Agentinstructions thereto, the holder holders of such Company Certificate Certificates shall be entitled to receive in exchange therefor a Parent Certificate certificates representing the number of whole shares of Parent New Andrx Common Stock that such holder has and/or Cybear Tracking Common Stock, as applicable, into which their shares of Andrx Capital Stock or Cybear Capital Stock were converted, as applicable, at the right to receive Effective Time and any dividends or distributions payable pursuant to this Article III Section 2(o), and payment of cash in lieu of fractional shares which such the holder has the right to receive pursuant to Section 3.04, 2(j) and the Company Certificate Certificates so surrendered shall forthwith be canceled. Until so surrendered, each outstanding Company Certificate that, prior to the Effective Time, represented shares of Company Common Stock Certificates will be deemed from and after the Effective Time, for all corporate purposes other than purposes, subject to Section 2(o) as to the payment of dividends and distributionsdividends, to evidence the ownership of the number of full shares of Parent New Andrx Common Stock and/or Cybear Tracking Common Stock into which such shares of Company Common Andrx Capital Stock or Cybear Capital Stock, as applicable, shall have been so converted and the right any dividends or distributions payable pursuant to receive an amount in cash in lieu Section 2(o). If any portion of the New Andrx Common Stock and/or Cybear Tracking Common Stock (and any dividends or distributions thereon), otherwise payable hereunder to any person, is to be issued or paid to a person other than the person in whose name the Certificate is registered, it shall be a condition to such issuance or payment that the Certificate so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that the person requesting such issuance or payment shall pay to the Exchange Agent any transfer or other taxes required as a result of any fractional shares in accordance with Section 3.04. Notwithstanding any such issuance or payment to a person other provision than the registered holder of this Agreement, no interest will be such Certificate or establish to the satisfaction of the Exchange Agent that such tax has been paid or will accrue on any cash payable to holders of Company Certificates pursuant to the provisions of this Article IIIis not payable.

Exchange Procedures. The (a) As soon as reasonably practicable after the Effective Time, but in any event within five (5) Business Days thereafter, the Exchange Agent shall mail to each holder of record of certificates Certificate(s) or Book-Entry Shares which, immediately prior to the Effective Time, represented outstanding shares of Company Common Stock ("COMPANY CERTIFICATES"), whose shares were converted into the right to receive the Merger Consideration pursuant to Section 1.4 (“Exchanged Shares”), along with, in each case, any cash in lieu of fractional shares of Parent Common Stock (and cash to be issued or paid in lieu of fractional shares) pursuant to Section 3.04) promptly after the Effective Time (and in any event no later than three business days after the later to occur of the Effective Time and receipt by Parent of a complete list from Company of the names and addresses of its holders of record): consideration therefor, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Company Certificates Certificate(s) or Book-Entry Shares shall pass, only upon receipt delivery of the Company Certificates by Certificate(s) (or affidavits of loss in lieu of such Certificate(s))) or Book-Entry Shares to the Exchange Agent, Agent and shall be substantially in such form and have such other provisions as Parent may reasonably specify); shall be prescribed by the Exchange Agent Agreement (the “Letter of Transmittal”) and (ii) instructions for use in effecting the surrender of the Company Certificates surrendering Certificate(s) or Book-Entry Shares in exchange for Parent Certificates (and cash in lieu of fractional shares). Upon surrender of a Company Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by ParentMerger Consideration, together with such letter of transmittal, duly completed and validly executed, and such other documents as may be reasonably required by the Exchange Agent, the holder of such Company Certificate shall be entitled to receive in exchange therefor a Parent Certificate representing the number of whole shares of Parent Common Stock that such holder has the right to receive pursuant to this Article III and payment of any cash in lieu of fractional shares of Parent Common Stock to be issued or paid in consideration therefor and any dividends or distributions to which such holder has the right to receive is entitled pursuant to Section 3.042.3(c). (b) Upon surrender to the Exchange Agent of its Certificate(s) or Book-Entry Shares, accompanied by a properly completed Letter of Transmittal, a holder of Exchanged Shares will be entitled to receive promptly after such surrender in accordance with the Exchange Agent’s customary practice, the Merger Consideration and any cash in lieu of fractional shares of Parent Common Stock to be issued or paid in consideration therefor in respect of the Company Certificate so surrendered shall forthwith be canceledExchanged Shares represented by its Certificate(s) or Book-Entry Shares. Until so surrendered, each outstanding Company such Certificate that, prior to the Effective Time, represented shares of Company Common Stock will be deemed from and or Book-Entry Shares shall represent after the Effective Time, for all corporate purposes other than purposes, only the payment right to receive, without interest, the Merger Consideration and any cash in lieu of dividends and distributions, to evidence the ownership of the number of full fractional shares of Parent Common Stock into to be issued or paid in consideration therefor upon surrender of such Certificate or Book-Entry Shares in accordance with, and any dividends or distributions to which such holder is entitled pursuant to, this Article II. (c) No dividends or other distributions with respect to Parent Common Stock shall be paid to the holder of any unsurrendered Certificate or Book-Entry Shares with respect to the shares of Parent Common Stock represented thereby, in each case unless and until the surrender of such Certificate or Book-Entry Share in accordance with this Article II. Subject to the effect of applicable abandoned property, escheat or similar Laws, following surrender of any such Certificate or Book-Entry Share in accordance with this Article II, the record holder thereof shall be entitled to receive, without interest, (i) the amount of dividends or other distributions with a record date after the Effective Time theretofore payable with respect to the whole shares of Parent Common Stock represented by such Certificate or Book-Entry Share and paid prior to such surrender date, and/or (ii) at the appropriate payment date, the amount of dividends or other distributions payable with respect to shares of Parent Common Stock represented by such Certificate or Book-Entry Shares with a record date after the Effective Time (but before such surrender date) and with a payment date subsequent to the issuance of the Parent Common Stock issuable with respect to such Certificate or Book-Entry Shares. (d) In the event of a transfer of ownership of a Certificate or Book-Entry Shares representing Exchanged Shares that are not registered in the stock transfer records of the Company, the shares of Parent Common Stock and Cash Consideration plus any cash in lieu of fractional shares of Parent Common comprising the Merger Consideration shall be issued or paid in exchange therefor to a Person other than the Person in whose name the Certificate or Book-Entry Shares so surrendered is registered if the Certificate or Book-Entry Shares formerly representing such Exchanged Shares shall be properly endorsed or otherwise be in proper form for transfer and the Person requesting such payment or issuance shall pay any transfer or other similar taxes required by reason of the payment or issuance to a Person other than the registered holder of the Certificate or Book-Entry Shares, or establish to the reasonable satisfaction of Parent that the tax has been paid or is not applicable. The Exchange Agent (or, subsequent to the earlier of (x) the one-year anniversary of the Effective Time and (y) the expiration or termination of the Exchange Agent Agreement, Parent or the Surviving Corporation) shall be entitled to deduct and withhold from any cash otherwise payable pursuant to this Agreement to any holder of Exchanged Shares such amounts as the Exchange Agent, Parent or the Surviving Corporation, as the case may be, is required to deduct and withhold under the Code, or any provision of state, local or foreign Tax Law, with respect to the making of such payment. To the extent the amounts are so withheld by the Exchange Agent, Parent or the Surviving Corporation, as the case may be, and timely paid over to the appropriate Governmental Entity such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of Exchanged Shares in respect of whom such deduction and withholding was made by the Exchange Agent or Parent, as the case may be. (e) After the Effective Time, there shall be no transfers on the stock transfer books of the Company of the shares of Company Common Stock or Company Warrants that were issued and outstanding immediately prior to the Effective Time other than to settle transfers of such Company Common Stock or Company Warrants that occurred prior to the Effective Time. If, after the Effective Time, Certificates or Book-Entry Shares representing any such shares of Company Common Stock are presented for transfer to the Exchange Agent, they shall have been so converted be cancelled and exchanged for the right to receive an amount in applicable Merger Consideration and any cash in lieu of fractional shares of Parent Common Stock to be issued or paid in consideration therefor in accordance with the procedures set forth in this Article II. (f) Notwithstanding anything to the contrary contained in this Agreement, no fractional shares of Parent Common Stock shall be issued upon the surrender of Certificates or Book-Entry Shares for exchange, no dividend or distribution with respect to Parent Common Stock shall be payable on or with respect to any fractional share, and such fractional share interests shall not entitle the owner thereof to vote or to any other rights of a shareholder of Parent. In lieu of the issuance of any such fractional share, Parent shall pay to each former shareholder of the Company who otherwise would be entitled to receive such fractional share an amount in cash (rounded to the nearest cent) determined by multiplying (i) the Parent Average Closing Price by (ii) the fraction of a share (after taking into account all shares of Company Common Stock held by such holder at the Effective Time and rounded to the nearest thousandth when expressed in accordance decimal form) of Parent Common Stock to which such holder would otherwise be entitled to receive pursuant to Section 1.4. (g) Any portion of the Exchange Fund that remains unclaimed by the shareholders of the Company as of the one (1) year anniversary of the Effective Time will be transferred to Parent. In such event, any former shareholders of the Company who have not theretofore complied with Section 3.04. Notwithstanding this Article II shall thereafter look only to Parent with respect to the Merger Consideration, any other provision cash in lieu of any fractional shares, and any unpaid dividends and distributions on the Parent Common Stock deliverable in respect of each share of Company Common Stock such shareholder holds as determined pursuant to this Agreement, no in each case, without any interest will thereon. Notwithstanding the foregoing, none of Parent, the Surviving Corporation, the Exchange Agent or any other Person shall be paid or will accrue on liable to any cash payable to holders former holder of shares of Company Certificates Common Stock for any amount delivered in good faith to a public official pursuant to applicable abandoned property, escheat or similar Laws. (h) In the provisions event that any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if reasonably required by Parent or the Exchange Agent, the posting by such Person of a bond in such amount as Parent may determine is reasonably necessary as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate the applicable Merger Consideration deliverable in respect thereof pursuant to this Article IIIAgreement.

Exchange Procedures. The Promptly after the Effective Time, the Parent shall cause the Exchange Agent shall to mail to each holder of record (as of the Effective Time) of a certificate or certificates (the "Certificates") that immediately prior to the Effective Time represented outstanding shares of Company Common Stock ("COMPANY CERTIFICATES"), whose shares were converted into the right to receive shares of Parent Common Stock (and the Merger Consideration, together with any cash in lieu of fractional shares) payable pursuant to Section 3.041.6(f) promptly after the Effective Time (and in any event no later than three business days after the later to occur of the Effective Time and receipt by Parent of a complete list from Company of the names and addresses of its holders of record): 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 Company Certificates shall pass, only upon receipt delivery of the Company Certificates by to the Exchange Agent, Agent and shall be in such form and have such other provisions as the Parent may reasonably specify, provided that risk of loss and title shall already have passed with respect to Certificates previously surrendered in connection with Section 1.6(b)(i); ) and (ii) instructions for use in effecting the surrender exchange of the Company Certificates in exchange for Parent Certificates (the Merger Consideration, together with any cash payable pursuant to Section 1.6(f) and cash in lieu of fractional sharesSection 1.7(d). Upon surrender of a Company Certificate Certificates for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by the Parent, together with such letter of transmittal, transmittal duly completed and validly executed, and such other documents as may be reasonably required by executed in accordance with the Exchange Agentinstructions thereto, the holder of such Company Certificate Certificates shall be entitled to receive in exchange therefor a Parent Certificate representing the number of whole shares of Parent Common Stock that such holder has the right to receive pursuant to this Article III and payment of Merger Consideration, together with any cash in lieu of fractional shares which such holder has the right to receive payable pursuant to Section 3.041.6(f) and Section 1.7(d), and the Company Certificate Certificates so surrendered shall forthwith be canceled. Until so surrendered, each outstanding Company Certificate that, prior to the Effective Time, represented shares of Company Common Stock Certificates will be deemed from and after the Effective Time, for all corporate purposes other than purposes, subject to Section 1.7(d) as to the payment of dividends and distributionsdividends, to evidence only the ownership of the number of full shares of Parent Common Stock and the aggregate Per Share Cash Amount into which such shares of Company Common 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 3.04. Notwithstanding 1.6(f) and any other provision of this Agreement, no interest will be paid dividends or will accrue on any cash distributions payable to holders of Company Certificates pursuant to the provisions of this Article IIISection 1.7(d).

Exchange Procedures. The Exchange Agent (a) At or prior to the Effective Time, CNN shall mail deposit, or shall cause to be deposited, with the CNN Bank (in such capacity, the "EXCHANGE AGENT"), for the benefit of the holders of certificates formerly representing shares of PEOPLES Common Stock ("OLD CERTIFICATES"), for exchange in accordance with this Article III, certificates representing the shares of CNN Common Stock ("NEW CERTIFICATES") and an estimated amount of cash (such cash and New Certificates, together with any dividends or distributions with a record date occurring on or after the Effective Date with respect thereto (without any interest on any such cash, dividends or distributions), being hereinafter referred to as the "EXCHANGE FUND") to be paid pursuant to this Article III in exchange for outstanding shares of PEOPLES Common Stock. (b) Within five (5) business days after the Effective Date, CNN shall send or cause to be sent to each former holder of record of certificates shares of Company PEOPLES Common Stock ("COMPANY CERTIFICATES"), whose shares were converted into the right immediately prior to receive shares of Parent Common Stock (and cash in lieu of fractional shares) pursuant to Section 3.04) promptly after the Effective Time (and in any event no later than three business days after the later to occur of the Effective Time and receipt by Parent of a complete list from Company of the names and addresses of its holders of record): (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Company Certificates shall pass, only upon receipt of the Company Certificates by the Exchange Agent, and shall be in such form and have such other provisions as Parent may reasonably specify); and (ii) instructions materials for use in effecting exchanging such shareholder's Old Certificates for the surrender of consideration set forth in this Article III. CNN shall cause the Company New Certificates in exchange for Parent Certificates (and cash in lieu of fractional shares). Upon surrender into which shares of a Company Certificate for cancellation to shareholder's PEOPLES Common Stock are converted on the Exchange Agent Effective Date and/or any check in respect of any fractional share interests or to dividends or distributions which such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed, and such other documents as may be reasonably required by the Exchange Agent, the holder of such Company Certificate person shall be entitled to receive in exchange therefor a Parent Certificate to be delivered to such shareholder upon delivery to the Exchange Agent of Old Certificates representing the number of whole such shares of Parent PEOPLES Common Stock that (or an indemnity affidavit reasonably satisfactory to CNN and the Exchange Agent, if any of such holder has the right certificates are lost, stolen or destroyed) owned by such shareholder. No interest will be paid on any such cash to be paid in lieu of fractional share interests or in respect of dividends or distributions which any such person shall be entitled to receive pursuant to this Article III and payment upon such delivery. (c) Notwithstanding the foregoing, neither the Exchange Agent, if any, nor any party hereto shall be liable to any former holder of cash PEOPLES Stock for any amount properly delivered in lieu of fractional shares which such holder has the right good faith to receive a public official pursuant to Section 3.04applicable abandoned property, and escheat or similar laws. (d) Dividends, if any, payable by CNN after the Company Certificate so surrendered shall forthwith be canceled. Until so surrendered, each outstanding Company Certificate that, Effective Date to any former shareholder of PEOPLES who has not prior to the Effective Time, represented shares of Company payment date surrendered his PEOPLES Common Stock will certificates shall be deemed from and withheld. Any dividends so withheld shall be paid, without interest, to such former shareholder of PEOPLES upon proper surrender of his PEOPLES Common Stock certificates. (e) All PEOPLES Common Stock certificates must be surrendered to the Exchange Agent within two (2) years after the Effective TimeDate. In the event that any former shareholder of PEOPLES shall not have properly surrendered his PEOPLES Common Stock certificates within two (2) years after the Effective Date, for all corporate purposes other than the payment of dividends and distributions, to evidence the ownership of the number of full shares of Parent CNN Common Stock into which such shares of Company Common Stock shall that would otherwise have been so converted issued to him may, at the option of CNN, be sold and the right net proceeds of such sale, together with the cash (if any) to receive an amount in cash which he is entitled in lieu of the issuance of a fractional share and any fractional shares previously accrued dividends, shall be held in accordance with Section 3.04a non-interest bearing account for his benefit. Notwithstanding From and after any other provision such sale, the sole right of this Agreementsuch former shareholder of PEOPLES shall be the right to collect such net proceeds, no interest will cash and accumulated dividends. Subject to all applicable laws of escheat, such net proceeds, cash and accumulated dividends shall be paid or will accrue on any cash payable to holders such former shareholder of Company Certificates pursuant to the provisions PEOPLES, without interest, upon proper surrender of this Article IIIhis PEOPLES Common Stock certificates.

Exchange Procedures. The Promptly after the Effective Time, and in no event more than three (3) business days thereafter, Parent shall cause the Exchange Agent shall to mail to each holder of record (as of the Effective Time) of a certificate or certificates (the "Certificates"), which immediately prior to the Effective Time represented outstanding shares of Company Common Stock ("COMPANY CERTIFICATES"), whose shares were converted into the right to receive shares of Parent Common Stock (pursuant to Section 1.6 and cash in lieu of any fractional shares) shares pursuant to Section 3.04) promptly after the Effective Time (and in any event no later than three business days after the later to occur of the Effective Time and receipt by Parent of a complete list from Company of the names and addresses of its holders of record): 1.6(f), (i) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Company Certificates shall pass, only upon receipt delivery of the Company Certificates by to the Exchange Agent, Agent and shall be in such form and have contain such other customary provisions as Parent may reasonably specify); ) and (ii) instructions for use in effecting the surrender of the Company Certificates in exchange for certificates representing shares of Parent Certificates (and Common Stock, cash in lieu of any fractional sharesshares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d). Upon surrender of a Company 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 completed and validly executed, and such other documents as may be reasonably required by executed in accordance with the Exchange Agentinstructions thereto, the holder holders of such Company Certificate Certificates shall be entitled to receive in exchange therefor a Parent Certificate certificates representing the number of whole shares of Parent Common Stock that such holder has into which their shares of Company Common Stock were converted into the right to receive pursuant to this Article III and at the Effective Time, payment of cash in lieu of fractional shares which such holder has holders have the right to receive pursuant to Section 3.041.6(f) and any dividends or distributions payable pursuant to Section 1.7(d), and the Company Certificate Certificates so surrendered shall forthwith be canceled. Until so surrendered, each outstanding Company Certificate that, prior to the Effective Time, represented shares of Company Common Stock Certificates will be deemed from and after the Effective Time, for all corporate purposes other than the payment of dividends and distributions, to evidence only the ownership of right to receive the applicable number of full shares of Parent Common Stock into which such shares of Company Common Stock shall have been so converted issuable pursuant to Section 1.6(a) and the right to receive an amount in cash in lieu of the issuance of any fractional shares in accordance with Section 3.04. Notwithstanding any other provision of this Agreement, no interest will be paid or will accrue on any cash payable to holders of Company Certificates pursuant to the provisions of this Article III1.6(f).

Exchange Procedures. The Promptly after the Effective Time, SG shall cause the Exchange Agent shall to mail to each holder of record (as of the Effective Time) of a certificate or certificates of Company Common Stock (the "COMPANY CERTIFICATES"), which immediately prior to the Effective Time represented outstanding shares of SPI Capital Stock whose shares were converted into the right to receive shares of Parent Common SG Capital Stock (and pursuant to Section 1.6, cash in lieu of any fractional shares) shares pursuant to Section 3.041.6(f) promptly after the Effective Time (and in any event no later than three business days after the later dividends or other distributions pursuant to occur of the Effective Time and receipt by Parent of a complete list from Company of the names and addresses of its holders of record): Section 1.9(d), (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Company Certificates shall pass, only upon receipt delivery of the Company Certificates by to the Exchange Agent, Agent and shall be in such form and have such other provisions as Parent SG may reasonably specify); ) and (ii) instructions for use in effecting the surrender of the Company Certificates in exchange for Parent Certificates (and certificates representing shares of SG Common Stock, cash in lieu of any fractional sharesshares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.9(d). Upon surrender of a Company Certificate Certificates for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by ParentSG, together with such letter of transmittal, duly completed and validly executed, and such other documents as may be reasonably required by executed in accordance with the Exchange Agentinstructions thereto, the holder holders of such Company Certificate Certificates shall be entitled to receive in exchange therefor a Parent Certificate certificates representing the number of whole shares of Parent SG Common Stock that to which such holder has the right to receive pursuant to this Article III and is entitled under Section 1.6(a), payment of cash in lieu of fractional shares which such holder has holders have the right to receive pursuant to Section 3.041.6(f) and any dividends or distributions payable pursuant to Section 1.9(d), and the Company Certificate Certificates so surrendered shall forthwith be canceled. Until so surrendered, each outstanding Company Certificate that, prior to the Effective Time, represented shares of Company Common Stock Certificates will be deemed from and after the Effective Time, for all corporate purposes other than purposes, subject to Section 1.9(d) as to the payment of dividends and distributionsdividends, to evidence the ownership of the number of full shares of Parent SG Common Stock into which such shares of Company Common SPI 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 3.04. Notwithstanding 1.6(f) and any other provision of this Agreement, no interest will be paid dividends or will accrue on any cash distributions payable to holders of Company Certificates pursuant to the provisions of this Article IIISection 1.9(d).

Exchange Procedures. The As soon as practicable after the Effective Time, and in any event not later than ten (10) business days, Parent shall cause the Exchange Agent shall to mail to each holder of record (as of the Effective Time) of a certificate or certificates of Company Common Stock (the "COMPANY CERTIFICATES"), which immediately prior to the Effective Time represented outstanding Shares whose shares Shares were converted into the right to receive shares of Parent Common Stock (and pursuant to Section 1.6, cash in lieu of any fractional shares) shares pursuant to Section 3.04) promptly after the Effective Time (1.6(f), and in any event no later than three business days after the later dividends or other distributions pursuant to occur of the Effective Time and receipt by Parent of a complete list from Company of the names and addresses of its holders of record): 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 Company Certificates shall pass, only upon receipt delivery of the Company Certificates by to the Exchange Agent, Agent and shall be in such form and have contain such other provisions as Parent may reasonably specify); ) and (ii) instructions for use in effecting the surrender of the Company Certificates in exchange for certificates representing shares of Parent Certificates (and Common Stock, cash in lieu of any fractional sharesshares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d). Upon surrender of a Company 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 completed and validly executed, and such other documents as may be reasonably required by executed in accordance with the Exchange Agentinstructions thereto, the holder holders of such Company Certificate Certificates shall be entitled to receive in exchange therefor a Parent Certificate certificates representing the number of whole shares of Parent Common Stock that such holder has into which their shares of Company Common Stock were converted at the right to receive pursuant to this Article III and Effective Time, payment of cash in lieu of fractional shares which such holder has holders have the right to receive pursuant to Section 3.041.6(f) and any dividends or distributions payable pursuant to Section 1.7(d), and the Company Certificate Certificates so surrendered shall forthwith be canceledcancelled. Until so surrendered, each outstanding Company Certificate that, prior to the Effective Time, represented shares of Company Common Stock Certificates will be deemed from and after the Effective Time, for all corporate purposes other than purposes, subject to Section 1.7(d) as to the payment of dividends and distributionsdividends, to evidence only the ownership of the number of full shares of Parent Common Stock into which such shares of Company Common 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 3.04. Notwithstanding 1.6(f) and any other provision of this Agreement, no interest will be paid dividends or will accrue on any cash distributions payable to holders of Company Certificates pursuant to the provisions of this Article IIISection 1.7(d).

Exchange Procedures. The Exchange Agent Promptly after the Effective Time, the ------------------- Surviving Corporation shall mail cause to be mailed to each holder of record of a certificate or certificates (the "Certificates") which immediately prior to the ------------ Effective Time represented outstanding shares of Company Common Impulse Buy Capital Stock ("COMPANY CERTIFICATES"), whose shares were converted into the right to receive shares of Parent Inktomi Common Stock (and cash in lieu of fractional shares) pursuant to Section 3.04) promptly after the Effective Time (and in any event no later than three business days after the later to occur of the Effective Time and receipt by Parent of a complete list from Company of the names and addresses of its holders of record): 4.1, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Company Certificates shall pass, only upon receipt delivery of the Company Certificates by to the Exchange Agent, Agent and shall be in such form and have such other provisions as Parent may reasonably specify); ) and (ii) instructions for use in effecting the surrender of the Company Certificates in exchange for Parent Certificates (and cash in lieu certificates representing shares of fractional shares)Inktomi Common Stock. Upon surrender of a Company Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by ParentInktomi, together with such letter of transmittal, duly completed and validly executed, and such other documents as may be reasonably required by executed in accordance with the Exchange Agentinstructions thereto, the holder of such Company Certificate shall be entitled to receive in exchange therefor a Parent Certificate certificate representing the number of whole shares of Inktomi Common Stock (less the number of shares of Parent Common Stock that Stock, if any, to be deposited in the Escrow Fund on such holder has the right to receive holder's behalf pursuant to this Article III and payment VIII of the Reorganization Agreement), plus cash in lieu of fractional shares in accordance with Section 4.1, to which such holder has the right to receive is entitled pursuant to Section 3.044.1, and the Company Certificate so surrendered shall forthwith be canceled. As soon as practicable after the Effective Time, and subject to and in accordance with the provisions of Article VIII of the Reorganization Agreement, Parent shall cause to be distributed to the Escrow Agent (as defined in Article VIII of the Reorganization Agreement) a certificate or certificates representing that number of shares of Inktomi Common Stock equal to the Escrow Amount which shall be registered in the name of the Escrow Agent. Such shares shall be owned by the holders on whose behalf such shares were deposited in the Escrow Fund as set forth in Section 8.2(c)(iii) of the Reorganization Agreement and shall be available to compensate Parent as provided in Article VIII of the Reorganization Agreement. Until so surrendered, each outstanding Company Certificate that, prior to the Effective Time, represented shares of Company Common Impulse Buy Capital Stock will be deemed from and after the Effective Time, for all corporate purposes purposes, other than the payment of dividends and distributionsdividends, to evidence the ownership of the number of full shares of Parent Inktomi Common Stock into which such shares of Company Common Impulse Buy 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 3.04. Notwithstanding any other provision of this Agreement, no interest will be paid or will accrue on any cash payable to holders of Company Certificates pursuant to the provisions of this Article III4.1.

Exchange Procedures. The As soon as practicable after the Effective Time, Parent shall cause the Exchange Agent shall to mail to each holder of record of a certificate or certificates (the "CERTIFICATES") which immediately prior to the Effective Time represented outstanding shares of Company Common Stock ("COMPANY CERTIFICATES"), whose and which shares were converted into the right to receive shares of Parent Common Stock (and cash in lieu of fractional shares) pursuant to Section 3.04) promptly after the Effective Time (and in any event no later than three business days after the later to occur of the Effective Time and receipt by Parent of a complete list from Company of the names and addresses of its holders of record): 1.6, (i) 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 Company Certificates shall pass, only upon receipt delivery of the Company Certificates by to the Exchange Agent, and shall be in such form and have such other provisions as Parent may reasonably specify); ) and (ii) instructions for use in effecting the surrender of the Company Certificates in exchange for certificates representing shares of Parent Certificates (and cash in lieu of fractional shares)Common Stock. Upon surrender of a Company Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by ParentAgent, together with such letter of transmittal, duly completed and validly executed, and such other documents as may be reasonably required by executed in accordance with the Exchange Agentinstructions thereto, the holder of such Company Certificate shall be entitled to receive in exchange therefor a Parent Certificate certificate representing the number of whole shares of Parent Common Stock that (less the number of shares of Parent Common Stock to be deposited in the Escrow Fund on such holder has the right to receive holder's behalf pursuant to this Article III and payment of VII hereof), plus cash in lieu of fractional shares in accordance with Section 1.6(f), to which such holder has the right to receive is entitled pursuant to Section 3.041.6, and any dividends or other distributions to which holder is entitled pursuant to Section 1.8(d) (collectively, the "ADDITIONAL PAYMENTS"), and the Company Certificate so surrendered shall forthwith be canceledcancelled. Until At the Effective Time, Parent shall cause to be distributed to the Escrow Agent (as defined in Article VII) a certificate or certificates representing that number of shares of Parent Common Stock equal to the Escrow Amount, which certificate shall be registered in the name of the Escrow Agent. Such shares shall be beneficially owned by the holders on whose behalf such shares were deposited in the Escrow Fund and shall be available to compensate Parent as provided in Article VII. From the Closing and until so surrendered, each outstanding Company 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 distributionspurposes, to evidence the represent solely (i) ownership of the number of full shares of Parent Common Stock into which such shares of Company Common Stock shall have been so converted exchanged and (ii) the right to receive an amount in cash in lieu of the issuance of any fractional shares in accordance with Section 3.04. Notwithstanding any other provision of this AgreementAdditional Payments, no interest will be paid or will accrue on any cash payable to holders of Company Certificates pursuant to the provisions of this Article IIIif any.

Exchange Procedures. The Promptly after the Effective Time, Parent ------------------- shall cause the Exchange Agent shall to mail to each holder of record (as of the Effective Time) of a certificate or certificates ("Certificates"), which immediately prior to the Effective Time represented outstanding shares of Company Common Stock ("COMPANY CERTIFICATES"), whose shares were converted into the right to receive shares of Parent Common Stock (and cash in lieu of fractional shares) pursuant to Section 3.04) promptly after the Effective Time (and in any event no later than three business days after the later to occur of the Effective Time and receipt by Parent of a complete list from Company of the names and addresses of its holders of record): 1.6, (i) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Company Certificates shall pass, only upon receipt delivery of the Company Certificates by to the Exchange Agent, Agent and shall be in such form and have contain such other provisions as Parent may reasonably specify); ) and (ii) instructions for use in effecting the surrender of the Company Certificates in exchange for certificates representing shares of Parent Certificates (and Common Stock, cash in lieu of any fractional sharesshares pursuant to Section 1.6(e) and any dividends or other distributions pursuant to Section 1.7(d). Upon surrender of a Company 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 completed and validly executed, and such other documents as may be reasonably required by executed in accordance with the Exchange Agentinstructions thereto, the holder holders of such Company Certificate Certificates shall be entitled to receive in exchange therefor a Parent Certificate certificates representing the number of whole shares of Parent Common Stock that such holder has into which their shares of Company Common Stock were converted at the right to receive pursuant to this Article III and Effective Time, payment of cash in lieu of fractional shares which such holder has holders have the right to receive pursuant to Section 3.041.6(e) and any dividends or distributions payable pursuant to Section 1.7(d), and the Company Certificate Certificates so surrendered shall forthwith be canceled. Until so surrendered, each outstanding Company Certificate that, prior to the Effective Time, represented shares of Company Common Stock Certificates will be deemed from and after the Effective Time, for all corporate purposes other than the payment of dividends and distributionspurposes, to evidence only the ownership of the number of full shares of Parent Common Stock into which such shares of Company Common 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 3.04. Notwithstanding 1.6(e) and any other provision of this Agreement, no interest will be paid dividends or will accrue on any cash distributions payable to holders of Company Certificates pursuant to the provisions of this Article IIISection 1.7(d).

Exchange Procedures. The As soon as reasonably practicable after the Effective Time, Parent will instruct the Exchange Agent shall to mail to each holder of record of a certificate or certificates of Company Common Stock ("COMPANY CERTIFICATES"), whose shares were converted into the right to receive shares of Parent Common Stock (and cash in lieu of fractional shares) pursuant to Section 3.04) promptly after the Effective Time (and in any event no later than three business days after the later to occur of the Effective Time and receipt by Parent of a complete list from Company of the names and addresses of its holders of record): which (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Company Certificates shall pass, only upon receipt proper delivery of the Company Certificates by to the Exchange Agent, Agent and shall be in such form and have such other provisions as Parent may reasonably specify); ) and (ii) instructions for use in effecting to effect the surrender of the Company Certificates in exchange for the certificates evidencing shares of Parent Certificates (and cash Common Stock and, in lieu of any fractional sharesshares thereof, cash, and, if applicable, the cash portion of the Merger Consideration payable pursuant to Section 2.06(b). Upon surrender of a Company Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed, and such other customary documents as may be reasonably required by the Exchange Agentpursuant to such instructions, the holder of such Company Certificate shall be entitled to receive in exchange therefor a Parent Certificate representing the (A) certificates evidencing that number of whole shares of Parent Common Stock that such holder has the right to receive pursuant to this Article III and 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) the amount of cash, if any, payable with respect to such shares pursuant to Section 3.042.06(b), (C) any dividends or other distributions to which such holder is entitled pursuant to Section 2.07(c), and (D) cash in lieu of fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.06(f) (the Parent Common Stock, cash, dividends and distributions described in clauses (A), (B), (C) and (D) being, collectively, the "MERGER CONSIDERATION"), and the Company 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 Merger Consideration may be issued and paid in accordance with this Article II 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 2.07(b) and by evidence that any applicable stock transfer taxes have been paid. Until so surrendered, each outstanding Company Certificate that, prior to the Effective Time, represented shares of the Company Common Stock will be deemed from and after the Effective Time, for all corporate purposes purposes, other than the payment of dividends and distributionsdividends, to evidence the ownership of the number of full shares of Parent Common Stock into which such shares of the Company Common Stock shall have been so converted 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 3.04. Notwithstanding any other provision of this Agreement, no interest will be paid or will accrue on any cash payable to holders of Company Certificates pursuant to the provisions of this Article III2.06(f).

Exchange Procedures. The Exchange Agent Promptly after the Effective Time, Parent shall mail cause to be mailed to each holder of record of a certificate or certificates (the "Certificates") which immediately prior to the Effective Time represented outstanding shares of Company Common Stock ("COMPANY CERTIFICATES"), whose shares were converted into the right to receive shares of Parent Common Stock (and cash in lieu of fractional shares) pursuant to Section 3.04) promptly after the Effective Time (and in any event no later than three business days after the later to occur of the Effective Time and receipt by Parent of a complete list from Company of the names and addresses of its holders of record): 1.6, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Company Certificates shall pass, only upon receipt delivery of the Company Certificates by to the Exchange Agent, Agent and shall be in such customary form and have such other provisions as Parent may reasonably specify); ) and (ii) instructions for use in effecting the surrender of the Company Certificates in exchange for certificates representing shares of Parent Certificates (and cash in lieu of fractional shares)Common Stock. Upon surrender of a Company Certificate for cancellation to the Exchange Agent as specified in such letter of transmittal or to such other agent or agents as may be appointed by ParentParent and are reasonably acceptable to the Company, together with such letter of transmittal, duly completed and validly executed, and such other documents as may be reasonably required by executed in accordance with the Exchange Agentinstructions thereto, the holder of such Company Certificate shall be entitled to receive promptly in exchange therefor a Parent Certificate certificate representing the number of whole shares of Parent Common Stock that together with any dividends or other distributions to which such holder has the right to receive is entitled pursuant to this Article III Section 1.8(d) and payment of cash in lieu of fractional shares which such holder has the right to receive pursuant to Section 3.041.6, and the Company Certificate so surrendered shall forthwith be canceled. Until so surrendered, each outstanding Company 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 purposes, other than the payment of dividends and distributionsdividends, to evidence the ownership of the number of full shares of Parent Common Stock into which such shares of Company Common Stock shall have been so converted converted, together with any dividends or other distributions to which such holder is entitled pursuant to Section 1.8(d), and the right to receive an amount in cash in lieu of the issuance of any fractional shares in accordance with Section 3.04. Notwithstanding any other provision of this Agreement, no interest will be paid or will accrue on any cash payable to holders of Company Certificates pursuant to the provisions of this Article III1.6.

Exchange Procedures. The (i) Promptly following the Effective Time, Parent and Merger Sub One shall cause the Exchange Agent shall to mail to each holder of record (as of certificates immediately prior to the Effective Time) of a certificate that represented outstanding shares of Company Common Stock ("COMPANY CERTIFICATES"), whose shares were converted into the right as of immediately prior to receive shares of Parent Common Stock (and cash in lieu of fractional shares) pursuant to Section 3.04) promptly after the Effective Time (a “Certificate”), and in any event no later than three business days after the later each holder of record of uncertificated shares of Company Common Stock represented by book-entry shares (“Book-Entry Shares”) as of immediately prior to occur of the Effective Time and receipt by Parent of a complete list from Company of the names and addresses of its holders of record): Time, (iA) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Company Certificates shall pass, only upon receipt delivery of the Company Certificates by to the Exchange Agent), and shall be in such form and have such other provisions as Parent may reasonably specify); and (iiB) instructions for use in effecting the surrender of the Company Certificates (or Book-Entry Shares) in exchange for Parent Certificates the Merger Consideration issuable and payable in respect thereof (in accordance with Section 2.7(b)) and cash in lieu of fractional sharesany dividends or other distributions to which such holders is entitled to receive pursuant to Section 2.9(c). . (ii) Upon surrender of a Company Certificate Certificates for cancellation to the Exchange Agent (or to such other agent or agents as may be appointed by Parentupon receipt of an appropriate agent’s message in the case of Book-Entry Shares), together with such a letter of transmittal, duly properly completed and validly executed, and such other documents as may be reasonably required by executed in accordance with the Exchange Agentinstructions thereto, the holder holders of such Company Certificate Certificates and Book-Entry Shares shall be entitled to receive in exchange therefor a Parent Certificate representing (A) the number of whole shares of Parent Common Stock that (after taking into account all Certificates surrendered by such holder has of record) to which such holder is entitled pursuant to Section 2.7(b) (which, at the right election of Parent, may be in uncertificated book entry form unless a physical certificate is requested by the holder of record or is otherwise required by applicable Law), (B) the cash amounts such holders are entitled to receive pursuant to this Article III and payment of Section 2.7(b), (C) the cash payable in lieu of fractional shares which of Parent Common Stock such holder has the right is entitled to receive pursuant to Section 3.042.7(b)(iii), and the Company Certificate (D) any dividends or distributions to which such holders are entitled pursuant to Section 2.9(c), and any Certificates or Book-Entry Shares so surrendered shall forthwith be canceled. The Exchange Agent shall accept such Certificates and Book-Entry Shares 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. No interest shall be paid or accrued for the benefit of holders of the Certificates or Book-Entry Shares on any cash amounts payable upon the surrender of such Certificates or Book-Entry Shares pursuant to this Section 2.9. Until so surrendered, each outstanding Company Certificate thatCertificates and Book-Entry Shares shall be deemed, 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 distributions, to evidence the ownership of the number of full shares of Parent Common Stock into which such shares of Company Common Stock shall have been so converted and only the right to receive an amount the Merger Consideration issuable and payable in cash respect thereof and any dividends or distributions payable or issuable in lieu respect thereof pursuant to Section 2.9(c). Exchange of the issuance of any fractional shares Book-Entry Shares shall be effected in accordance with Section 3.04. Notwithstanding any other provision the customary procedures in respect of this Agreement, no interest will be paid or will accrue shares represented by book entry on any cash payable to holders the stock ledger of Company Certificates pursuant to the provisions of this Article IIICompany.

Exchange Procedures. The As soon as practicable after the Effective Time, Parent shall cause the Exchange Agent shall to mail to each holder of record (other than the Company, Parent, Sub and any wholly owned subsidiary of the Company) of a certificate or certificates that immediately prior to the Effective Time represented issued and outstanding shares of Company Common Stock (collectively, the "COMPANY CERTIFICATES"), ) whose shares were converted into the right to receive shares of Parent Common Stock (and cash in lieu of fractional shares) pursuant to Section 3.04) promptly after the Effective Time (and in any event no later than three business days after the later to occur of the Effective Time and receipt by Parent of a complete list from Company of the names and addresses of its holders of record): 2.1(c), (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Company Certificates shall pass, only upon receipt delivery of the Company Certificates by to the Exchange Agent, Agent and shall be in such form and have such other provisions as Parent and the Company may reasonably specify); ) and (ii) instructions for use in effecting the surrender of the Company Certificates in exchange for certificates representing Parent Certificates (Common Stock and any cash in lieu of fractional shares)shares of Parent Common Stock. Upon surrender of a Company Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by ParentAgent, together with such a duly executed letter of transmittal, duly completed and validly executed, transmittal and such other documents as may be reasonably required by the Exchange Agent, the holder of such Company Certificate shall be entitled to receive in exchange therefor a Parent Certificate certificate representing the that number of whole shares of Parent Common Stock that such holder has the right to receive pursuant to this Article III and payment of cash in lieu of fractional shares which such holder has the right to receive pursuant to Section 3.04the provisions of this Article 2 and any cash in lieu of fractional shares of Parent Common Stock, and the Company Certificate so surrendered shall forthwith be canceledcancelled. Until so surrendered, each outstanding Company Certificate that, prior to In the Effective Time, represented event of a transfer of ownership of shares of Company Common Stock will which is not registered on the transfer records of the Company, a certificate representing the proper number of shares of Parent Common Stock and any cash in lieu of fractional shares of Parent Common Stock may be deemed issued and paid to a transferee if the Certificate representing such Company Common Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer taxes have been paid. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed, from and after the Effective Time, for all corporate purposes other than to represent only the payment of dividends and distributions, right to evidence receive upon such surrender the ownership of the number of full certificate representing shares of Parent Common Stock into which such shares of Company Common Stock shall have been so converted and the right to receive an amount in cash in lieu of the issuance of any fractional shares of Parent Common Stock as contemplated by this Article 2 and the Delaware Statute. The consideration to be issued in accordance with Section 3.04. Notwithstanding the Merger will be delivered by the Exchange Agent as promptly as practicable following surrender of a Certificate and any other provision of this Agreement, no required documents. No interest will be paid or will accrue payable on such consideration, regardless of any cash payable to holders of Company Certificates pursuant to the provisions of this Article IIIdelay in making payments.

Exchange Procedures. The Exchange Agent Prior to Closing, Parent shall mail deliver to each holder of record of a certificate or certificates (the "Certificate") which immediately prior to the Effective Time represented outstanding shares of Company Common Stock ("COMPANY CERTIFICATES")Stock, whose shares were converted into the right to receive shares of Parent Common Stock Shares (and cash in lieu of fractional shares) pursuant to Section 3.04) promptly after the Effective Time (and in any event no later than three business days after the later to occur of the Effective Time and receipt by Parent of a complete list from Company of the names and addresses of its holders of record): 2.6, (i) a letter of transmittal consistent with the terms hereof (which shall specify that delivery shall be effected, and risk of loss and title to the Company Certificates shall pass, only upon receipt of the Company Certificates by the Exchange AgentParent, and shall be in such form and have such other provisions as shall be acceptable to Parent may reasonably specify); and the Company) and (ii) instructions for use in effecting the surrender of the Company Certificates in exchange for certificates representing Parent Certificates Common Shares (and cash in lieu of fractional shares). Upon surrender of a Company Certificate for cancellation to the Exchange Agent Parent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed, and such other documents as may be reasonably required by executed in accordance with the Exchange Agentinstructions thereto, the holder of such Company Certificate shall be entitled to receive in exchange therefor a Parent Certificate certificate representing the number of whole shares Parent Common Shares less the number of Parent Common Stock that Shares to be deposited in the Escrow Fund on such holder has the right to receive holder's behalf pursuant to this Article III Sections 2.7(e) and 9 hereof and payment of cash in lieu of fractional shares which such holder has the right to receive pursuant to Section 3.042.6(e), and the Company Certificate so surrendered shall forthwith be canceled. Until so surrendered, each outstanding Company 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 distributionspurposes, to evidence the ownership of the number of full shares of Parent Common Stock Shares into which such shares of Company Common 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 3.04. Notwithstanding any other provision of this Agreement, no interest will be paid or will accrue on any cash payable to holders of Company Certificates pursuant to the provisions of this Article III2.6(e).

Exchange Procedures. The Exchange Agent Promptly after the Effective Time, Parent shall mail to each holder of record of certificates of Company Common Stock ("COMPANY CERTIFICATES"), whose shares were converted into the right to receive shares of Parent Common Stock (and cash in lieu of fractional shares) pursuant to Section 3.04) promptly after the Effective Time (and in any event no later than three business days after the later to occur as of the Effective Time and receipt by Parent of a complete list from Company certificate or certificates, which immediately prior to the Effective Time represented outstanding shares of Chelsea Common Stock and Chelsea Preferred Stock (the names and addresses of its holders of record): “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 Company Certificates shall pass, only upon receipt delivery of the Company Certificates by to the Exchange AgentParent, and shall be in such form and have such other provisions as Parent may reasonably specify); and (ii) instructions for use in effecting the surrender of the Company Certificates in exchange for certificates representing shares of Parent Certificates (and cash in lieu of fractional sharesCommon Stock pursuant to Section 1.6(a). Upon surrender of a Company 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 completed and validly executed, and such other documents as may be reasonably required by executed in accordance with the Exchange Agentinstructions thereto, the holder holders of such Company Certificate Certificates shall be entitled to receive in exchange therefor a Parent Certificate certificates representing the number of whole shares of Parent Common Stock that such holder has the right to receive pursuant to this Article III and payment into which their shares of cash in lieu of fractional shares which such holder has the right to receive Chelsea Common Stock and/or Chelsea Preferred Stock were converted pursuant to Section 3.041.6(a), and the Company Certificate Certificates so surrendered shall forthwith be canceled. Until so surrendered, each outstanding Company Certificate that, prior to the Effective Time, represented shares of Company Common Stock Certificates will be deemed deemed, from and after the Effective Time, for all corporate purposes other than the payment of dividends and distributions, to evidence only the ownership of the number of full whole shares of Parent Common Stock into which such shares of Company Chelsea Common Stock and/or Chelsea Preferred Stock shall have been so converted and (including any voting, notice or other rights associated with the right to receive an amount in cash in lieu ownership of such shares of Parent Common Stock under the issuance Articles of any fractional shares in accordance with Section 3.04. Notwithstanding any other provision Incorporation or Bylaws of this Agreement, no interest will be paid Parent or will accrue on any cash payable to holders of Company Certificates pursuant to under the provisions of this Article IIICBCA).

Exchange Procedures. The Promptly after the Effective Time, HP shall cause the Exchange Agent shall to mail to each holder of record (as of the Effective Time) of a certificate or certificates of Company Common Stock (the "COMPANY CERTIFICATES"), which immediately prior to the Effective Time represented outstanding shares of VFI Common Stock whose shares were converted into the right to receive shares of Parent HP Common Stock (and pursuant to Section 1.6, cash in lieu of any fractional shares) shares pursuant to Section 3.041.6(f) promptly after the Effective Time (and in any event no later than three business days after the later dividends or other distributions pursuant to occur of the Effective Time and receipt by Parent of a complete list from Company of the names and addresses of its holders of record): Section 1.8(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 Company Certificates shall pass, only upon receipt delivery of the Company Certificates by to the Exchange Agent, Agent and shall be in such form and have contain such other provisions as Parent HP may reasonably specify); ) and (ii) instructions for use in effecting the surrender of the Company Certificates in exchange for Parent Certificates (and certificates representing shares of HP Common Stock, cash in lieu of any fractional sharesshares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.8(d). Upon surrender of a Company Certificate Certificates for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by ParentHP, together with such letter of transmittal, duly completed and validly executed, and such other documents as may be reasonably required by executed in accordance with the Exchange Agentinstructions thereto, the holder holders of such Company Certificate Certificates shall be entitled to receive in exchange therefor a Parent Certificate certificates representing the number of whole shares of Parent HP Common Stock that such holder has into which their shares of VFI Common Stock were converted at the right to receive pursuant to this Article III and Effective Time, payment of cash in lieu of fractional shares which such holder has holders have the right to receive pursuant to Section 3.041.6(f) and any dividends or distributions payable pursuant to Section 1.8(d), and the Company Certificate Certificates so surrendered shall forthwith be canceled. Until so surrendered, each outstanding Company Certificate that, prior to the Effective Time, represented shares of Company Common Stock Certificates will be deemed from and after the Effective Time, for all corporate purposes other than purposes, subject to Section 1.8(d) as to the payment of dividends and distributionsdividends, to evidence the ownership of the number of full shares of Parent HP Common Stock into which such shares of Company VFI Common 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 3.04. Notwithstanding 1.6(f) and any other provision of this Agreement, no interest will be paid dividends or will accrue on any cash distributions payable to holders of Company Certificates pursuant to the provisions of this Article IIISection 1.8(d).

Exchange Procedures. The Exchange Agent Promptly after the Effective Time, the Surviving Corporation shall mail cause to be mailed to each holder of record of a certificate or certificates (the "CERTIFICATES") which immediately prior to the Effective Time represented outstanding shares of Company Common Capital Stock ("COMPANY CERTIFICATES"), whose shares were converted into the right to receive shares of Parent Common Stock (and cash in lieu of fractional shares) Parent Preferred Stock pursuant to Section 3.04) promptly after the Effective Time (and in any event no later than three business days after the later to occur of the Effective Time and receipt by Parent of a complete list from Company of the names and addresses of its holders of record): 1.6, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Company Certificates shall pass, only upon receipt delivery of the Company Certificates by the Exchange Agent, to Parent and shall be in such form and have such other provisions as Parent may reasonably specify); ) and (ii) instructions for use in effecting the surrender of the Company Certificates in exchange for certificates representing shares of Parent Certificates (Common Stock and cash in lieu of fractional shares)Parent Preferred Stock. Upon surrender of a Company Certificate for cancellation to the Exchange Agent Parent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed, and such other documents as may be reasonably required by executed in accordance with the Exchange Agentinstructions thereto, the holder of such Company Certificate shall be entitled to receive in exchange therefor a Parent Certificate certificate representing the number of whole shares of Parent Common Stock that (less the number of shares of Parent Common Stock, if any, to be deposited in the Escrow Fund on such holder has the right to receive holder's behalf pursuant to this Article III VIII hereof) and payment Parent Preferred Stock (less the number of shares of Parent Preferred Stock, if any, to be deposited in the Escrow Fund on such holder's behalf pursuant to Article VIII hereof), plus cash in lieu of fractional shares in accordance with Section 1.6, to which such holder has the right to receive is entitled pursuant to Section 3.041.6, and the Company Certificate so surrendered shall forthwith be canceled. As soon as practicable after the Effective Time, and subject to and in accordance with the provisions of Article VIII hereof, Parent shall cause to be distributed to the Escrow Agent (as defined in Article VIII) a certificate or certificates representing that number of shares of Parent Common Stock and Parent Preferred Stock which in the aggregate equal the Escrow Amount, which shall be registered in the name of the Escrow Agent. As set forth in Section 8.2(c)(iii), such shares shall be beneficially owned by the holders on whose behalf such shares were deposited in the Escrow Fund and such shares shall be available to compensate Parent as provided in Article VIII. Until so surrendered, each outstanding Company Certificate that, prior to the Effective Time, represented shares of Company Common Capital Stock will be deemed from and after the Effective Time, for all corporate purposes other than the payment of dividends and distributions, to evidence the ownership of the number of full shares of Parent Common Stock into which such shares of Company Common 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 3.04. Notwithstanding any other provision of this Agreement, no interest will be paid or will accrue on any cash payable to holders of Company Certificates pursuant to the provisions of this Article III.from

Exchange Procedures. The Exchange Agent At least 10 business days prior to the Effective Time, the Company, on behalf of Parent, shall mail cause to be mailed to each holder of record of certificates a Company Stock Certificate that immediately prior to the Effective Time would represent outstanding shares of Company Common Stock ("COMPANY CERTIFICATES")Capital Stock, whose shares were would be converted into the right to receive shares of Parent Common Stock (and cash in lieu of fractional shares) pursuant to Section 3.04) promptly after the Effective Time (and in any event no later than three business days after the later to occur of the Effective Time and receipt by Parent of a complete list from Company of the names and addresses of its holders of record): 1.6(d), (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Company Stock Certificates shall pass, only upon receipt of the Company Stock Certificates by the Exchange Agent, and shall be in such form and have such other provisions as Parent may reasonably specify, including a lock-up provision for a period not to exceed ninety (90) days after the Effective Time for 50% of the aggregate Preferred Merger Shares (with any Preferred Merger Shares subject to the Escrow Fund being subject to the lock-up), issuable to Stockholders); (ii) such other customary documents as may be required pursuant to such instructions; and (iiiii) instructions for use in effecting the surrender of the Company Stock Certificates in exchange for certificates representing shares of Parent Certificates Common Stock (and cash in lieu of fractional shares). Upon surrender of a Company Stock Certificate for cancellation to the Exchange Agent after the Effective Time or to such other agent or agents as may be appointed by Parent, together with such letter of transmittaltransmittal and other documents, duly completed and validly executed, and such other documents as may be reasonably required by executed in accordance with the Exchange Agentinstructions thereto, the holder of such Company Stock Certificate shall be entitled to receive in exchange therefor therefore (x) a Parent Certificate certificate representing the number of whole shares of Parent Common Stock that less the number of shares of Parent Common Stock to be deposited in the Escrow Fund on such holder's behalf pursuant to Sections 1.12 and 7.2 hereof, (y) any dividends or other distributions to which such holder has the right to receive is entitled pursuant to this Article III Section 1.11(d), and payment of (z) cash (without interest) in lieu respect of fractional shares which such holder has the right to receive pursuant to as provided in Section 3.041.8, and the Company Stock Certificate so surrendered shall forthwith be canceled. Until so surrendered, each outstanding Company Stock Certificate that, that prior to the Effective Time, Time represented shares of Company Common Capital Stock will be deemed from and after the Effective Time, for all corporate purposes other than the payment of dividends and distributionsdividends, to evidence the ownership of the number of full shares of Parent Common Stock into which such shares of Company Common 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 3.041.8. Notwithstanding If any other provision of this AgreementCompany Stock Certificate shall have been lost, no interest will be paid stolen or will accrue on any cash payable to holders of Company Certificates pursuant destroyed, Parent may, in its discretion and as a condition precedent to the provisions issuance of this Article IIIany certificate representing Parent Common Stock require the owner of such lost, stolen or destroyed Company Stock Certificate to provide an appropriate affidavit 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. The Exchange Agent shall mail On the Merger Effective Date, each Holder shall, subject to each holder of record of certificates of Company Common Stock ("COMPANY CERTIFICATES")Article 3, whose shares were converted into the right be entitled to receive shares of Parent Common Stock (and cash in lieu of fractional shares) pursuant to Section 3.04) promptly after the Effective Time (and in any event no later than three business days after the later to occur of the Effective Time and receipt by Parent of a complete list from Company of the names and addresses of its holders of record): (i) a letter of transmittal (which shall specify that delivery shall be effectedreceive, and risk of loss and title to the Company Certificates shall pass, only upon receipt of the Company Certificates by the Exchange Agent, and shall be in such form and have such other provisions as Parent may reasonably specify); and (ii) instructions for use in effecting the surrender of the Company Certificates in exchange for Parent Certificates (and cash its respective Company Stock, a certificate or certificates registered in lieu of fractional shares). Upon surrender of a Company Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed, and such other documents as may be reasonably required by the Exchange Agent, the holder name of such Company Certificate shall be entitled to receive in exchange therefor a Parent Certificate Holder representing the that number of whole shares of Parent Common FASTNET Stock that and a portion of the Merger Cash which such holder Holder has the right to receive pursuant (other than Indemnity Escrow Shares and Cash Security as defined in Article 3), provided the Holders shall receive an aggregate of $984,690 as set forth on Schedule 2.1 (less the Cash Security) representing for the Holders other than the Principals all of the Merger Cash to this Article III and payment of cash in lieu of fractional shares which such holder has the right to receive pursuant to Section 3.04they are entitled, and the Company Certificate so surrendered Principals shall forthwith receive in addition an aggregate of $2,514,898 (less the Cash Security), representing all of the remainder of the Merger Cash to which they are entitled, in the form of the FASTNET notes set forth in Annex IV attached to this Agreement ("Principals Notes"). The Principals Notes will provide for an interest rate and provide for principal payments in consecutive equal monthly installments as set forth on SCHEDULE 2.1, commencing May 5, 2002. Each Holder will be canceled. Until so surrendered, each issued its portion of the FASTNET Stock and Merger Cash upon surrender to FASTNET of certificates representing all of its respective outstanding Company Certificate thatStock ("CERTIFICATES") as soon as practicable following the Merger Effective Date. On the Merger Effective Date or as promptly thereafter as is practicable, prior and subject 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 distributions, to evidence the ownership of the number of full shares of Parent Common Stock into which such shares of Company Common 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 3.04. Notwithstanding any other provision of this Agreement, no interest will be paid or will accrue on any cash payable to holders of Company Certificates pursuant to the provisions of this Article III3, FASTNET shall cause to be distributed to the Escrow Agent (as defined in Article 3) the Cash Security and a certificate or certificates representing the Indemnity Escrow Shares, which shall be registered in the name of the Escrow Agent as nominee for the Holders and shall be held in accordance with the provisions of Article 3 and the Indemnity Escrow Agreement referred to therein.

Exchange Procedures. The Promptly after the Effective Time, MetaTools shall cause the Exchange Agent shall to mail to each holder of record (as of the Effective Time) of a certificate or certificates of Company Common Stock (the "COMPANY CERTIFICATES"), which immediately prior to the Effective Time represented outstanding shares of Fractal Common Stock whose shares were converted into the right to receive shares of Parent MetaTools Common Stock (and pursuant to Section 1.6, cash in lieu of any fractional shares) shares pursuant to Section 3.041.6(f) promptly after the Effective Time (and in any event no later than three business days after the later dividends or other distributions pursuant to occur of the Effective Time and receipt by Parent of a complete list from Company of the names and addresses of its holders of record): Section 1.8(d), (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Company Certificates shall pass, only upon receipt delivery of the Company Certificates by to the Exchange Agent, Agent and shall be in such form and have such other provisions as Parent MetaTools may reasonably specify); ) and (ii) instructions for use in effecting the surrender of the Company Certificates in exchange for Parent Certificates (and certificates representing shares of MetaTools Common Stock, cash in lieu of any fractional sharesshares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.8(d). Upon surrender of a Company Certificate Certificates for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by ParentMetaTools, together with such letter of transmittal, duly completed and validly executed, and such other documents as may be reasonably required by executed in accordance with the Exchange Agentinstructions thereto, the holder holders of such Company Certificate Certificates shall be entitled to receive in exchange therefor a Parent Certificate certificates representing the number of whole shares of Parent MetaTools Common Stock that such holder has the right to receive pursuant to this Article III and Stock, payment of cash in lieu of fractional shares which such holder has holders have the right to receive pursuant to Section 3.041.6(f) and any dividends or distributions payable pursuant to Section 1.8(d), and the Company Certificate Certificates so surrendered shall forthwith be canceled. Until so surrendered, each outstanding Company Certificate that, prior to the Effective Time, represented shares of Company Common Stock Certificates will be deemed from and after the Effective Time, for all corporate purposes other than purposes, subject to Section 1.8(d) as to the payment of dividends and distributionsdividends, to evidence the ownership of the number of full shares of Parent MetaTools Common Stock into which such shares of Company Fractal Common 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 3.04. Notwithstanding 1.6(f) and any other provision of this Agreement, no interest will be paid dividends or will accrue on any cash distributions payable to holders of Company Certificates pursuant to the provisions of this Article IIISection 1.8(d).

Exchange Procedures. The Promptly after the Effective Time, (and in no event more than ten (10) business days following the Effective Time) Parent shall cause the Exchange Agent shall to mail to each holder of record (as of the Effective Time) of a certificate or certificates (the "CERTIFICATES"), which immediately prior to the Effective Time represented outstanding shares of Company Common Stock ("COMPANY CERTIFICATES"), whose shares or Series B Preferred Stock which were converted into the right to receive shares of Parent Common Stock (and pursuant to SECTION 1.6 hereof, cash in lieu of any fractional shares) shares pursuant to Section 3.04SECTION 1.6(g) promptly after the Effective Time (hereof and in any event no later than three business days after the later dividends or other distributions pursuant to occur of the Effective Time and receipt by Parent of a complete list from Company of the names and addresses of its holders of record): SECTION 1.7(d) hereof or Preferred Cash Consideration, as applicable, (i) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Company Certificates shall pass, only upon receipt delivery of the Company Certificates by to the Exchange Agent, Agent and shall be in such form and have contain such other provisions as Parent may reasonably specify); ) and (ii) instructions for use in effecting the surrender of the Company Certificates in exchange for certificates representing shares of Parent Certificates (and Common Stock, cash in lieu of any fractional shares)shares pursuant to SECTION 1.6(g) hereof and any dividends or other distributions pursuant to SECTION 1.7(d) or Preferred Cash Consideration, as applicable. Upon surrender of a Company 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 completed and validly executedexecuted in accordance with the instructions thereto, and such other documents as may be reasonably required by (i) the Exchange Agent, the holder holders of such Certificates formerly representing shares of Company Certificate Common Stock shall be entitled to receive in exchange therefor a Parent Certificate certificates representing the number of whole shares of Parent Common Stock that such holder has into which their shares of Company Common Stock were converted at the right Effective Time (as adjusted for any stock splits, reverse stock splits, stock dividends or the like with respect to receive pursuant to this Article III and the shares of Parent Common Stock with a record date after the Effective Time), payment of cash in lieu of fractional shares which such holder has holders have the right to receive pursuant to Section 3.04SECTION 1.6(g) hereof and any dividends or distributions payable pursuant to SECTION 1.7(d) hereof, and (ii) the holders of such Certificates formerly representing shares of Series B Preferred Stock shall be entitled to receive in exchange therefor the Preferred Cash Consideration for each share of Series B Preferred Stock, and the Company Certificate Certificates so surrendered shall forthwith be canceled. Until so surrendered, each outstanding Company Certificate that, prior to the Effective Time, represented shares of Company Common Stock will Certificates shall be deemed from and after the Effective Time, for all corporate purposes other than the payment of purposes, subject to SECTION 1.7(d) hereof as to dividends and other distributions, to evidence only the ownership of the number of full shares of Parent Common Stock into which such shares of Company Common 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 3.04. Notwithstanding SECTION 1.6(g) hereof and any other provision of this Agreement, no interest will be paid dividends or will accrue on any cash distributions payable to holders of Company Certificates pursuant to SECTION 1.7(d) hereof or the provisions of this Article IIIright to receive Preferred Cash Consideration, as applicable.

Exchange Procedures. The Promptly after the Effective Time, MetaTools ------------------- shall cause the Exchange Agent shall to mail to each holder of record (as of the Effective Time) of a certificate or certificates of Company Common Stock (the "COMPANY CERTIFICATES"), which immediately prior to the Effective Time represented outstanding shares of Fractal Common Stock whose shares were converted into the right to receive shares of Parent MetaTools Common Stock (and pursuant to Section 1.6, cash in lieu of any fractional shares) shares pursuant to Section 3.041.6(f) promptly after the Effective Time (and in any event no later than three business days after the later dividends or other distributions pursuant to occur of the Effective Time and receipt by Parent of a complete list from Company of the names and addresses of its holders of record): Section 1.8(d), (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Company Certificates shall pass, only upon receipt delivery of the Company Certificates by to the Exchange Agent, Agent and shall be in such form and have such other provisions as Parent MetaTools may reasonably specify); ) and (ii) instructions for use in effecting the surrender of the Company Certificates in exchange for Parent Certificates (and certificates representing shares of MetaTools Common Stock, cash in lieu of any fractional sharesshares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.8(d). Upon surrender of a Company Certificate Certificates for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by ParentMetaTools, together with such letter of transmittal, duly completed and validly executed, and such other documents as may be reasonably required by executed in accordance with the Exchange Agentinstructions thereto, the holder holders of such Company Certificate Certificates shall be entitled to receive in exchange therefor a Parent Certificate certificates representing the number of whole shares of Parent MetaTools Common Stock that such holder has the right to receive pursuant to this Article III and Stock, payment of cash in lieu of fractional shares which such holder has holders have the right to receive pursuant to Section 3.041.6(f) and any dividends or distributions payable pursuant to Section 1.8(d), and the Company Certificate Certificates so surrendered shall forthwith be canceled. Until so surrendered, each outstanding Company Certificate that, prior to the Effective Time, represented shares of Company Common Stock Certificates will be deemed from and after the Effective Time, for all corporate purposes other than purposes, subject to Section 1.8(d) as to the payment of dividends and distributionsdividends, to evidence the ownership of the number of full shares of Parent MetaTools Common Stock into which such shares of Company Fractal Common 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 3.04. Notwithstanding 1.6(f) and any other provision of this Agreement, no interest will be paid dividends or will accrue on any cash distributions payable to holders of Company Certificates pursuant to the provisions of this Article IIISection 1.8(d).

Exchange Procedures. The Exchange Agent shall mail to each holder of record of certificates of Company Common Stock ("COMPANY CERTIFICATES"), whose shares were converted into the right to receive shares of Parent Common Stock (and cash in lieu of fractional shares) pursuant to Section 3.04) promptly Promptly after the Effective Time Time, GB&T and FNBG ------------------- shall cause the exchange agent selected by GB&T (and in any event no later than three business days after the later "Exchange Agent") to occur of mail to the Effective Time and receipt by Parent of a complete list from Company of the names and addresses of its former holders of record): (i) a letter of FNBG Common Stock appropriate transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to the Company Certificates certificates theretofore representing shares of FNBG Common Stock shall pass, only upon receipt proper delivery of the Company Certificates by such certificates to the Exchange Agent, and shall be in such form and have such other provisions as Parent may reasonably specify); and (ii) instructions for use in effecting the surrender of the Company Certificates in exchange for Parent Certificates (and cash in lieu of fractional shares). Upon After the Effective Time, each holder of shares of FNBG 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 of a Company Certificate for cancellation the certificate or certificates representing such shares to the Exchange Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed, and such other documents as may be reasonably required by the Exchange Agent, the holder of such Company Certificate shall be entitled to promptly upon surrender thereof receive in exchange therefor the consideration provided in Section 3.1 and 3.6 of this Agreement, together with all undelivered dividends or distributions in respect of such shares (without interest thereon)pursuant to Section 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 FNBG Common Stock is entitled as a Parent Certificate result of the Merger until such holder surrenders his or her certificate or certificates representing the number of whole shares of Parent FNBG Common Stock that for exchange, as provided in this Section 4.1 or appropriate affidavits and indemnity agreements in the event such holder has the right to receive pursuant to this Article III and payment share certificates have been lost, mutilated, or destroyed. The certificate or certificates of cash in lieu of fractional shares which such holder has the right to receive pursuant to Section 3.04, and the Company Certificate FNBG Common Stock so surrendered shall forthwith be canceledduly endorsed as GB&T may require. Until so surrendered, each outstanding Company 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 distributions, to evidence the ownership of the number of full shares of Parent Common Stock into which such shares of Company Common 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 3.04. Notwithstanding any Any other provision of this AgreementAgreement notwithstanding, no interest will neither GB&T nor the Exchange Agent shall be liable to a holder of FNBG Common Stock for any amounts paid or will accrue on any cash payable property delivered in good faith to holders of Company Certificates a public official pursuant to the provisions of this Article IIIany applicable abandoned property Law.

Exchange Procedures. The As soon as practicable after the Effective Time, and in accordance with the Escrow Agreement (and in any event within five business days after PETREX's receipt of all necessary shareholder list and other supporting information), PETREX shall cause the Exchange Agent shall to mail to each holder of record (as of the Effective Time) of a certificate or certificates of Company Common Stock (the "COMPANY CERTIFICATES"), which immediately prior to the Effective Time represented outstanding shares whose shares were converted into the right to receive shares of Parent PETREX Common Stock (and cash in lieu of fractional shares) pursuant to Section 3.041.6(a) promptly after the Effective Time (and in any event no later than three business days after the later dividends or other distributions pursuant to occur of the Effective Time and receipt by Parent of a complete list from Company of the names and addresses of its holders of record): 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 Company Certificates shall pass, only upon receipt delivery of the Company Certificates by to the Exchange Agent, Agent and shall be in such form and have contain such other provisions as Parent PETREX may reasonably specify); ) and (ii) instructions for use in effecting the surrender of the Company Certificates in exchange for Parent Certificates (certificates representing shares of PETREX Common Stock and cash in lieu of fractional sharesany dividends or other distributions pursuant to Section 1.7(d). Upon surrender of a Company Certificate Certificates for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by ParentPETREX, together with such letter of transmittal, duly completed and validly executed, and such other documents as may be reasonably required by executed in accordance with the Exchange Agentinstructions thereto, the holder holders of such Company Certificate Certificates shall be entitled to receive in exchange therefor a Parent Certificate therefore certificates representing the number of whole shares of Parent PETREX Common Stock that such holder has into which their shares of Company Common Stock were converted at the right to receive pursuant to this Article III Effective Time and payment of cash in lieu of fractional shares which such holder has the right to receive any dividends or distributions payable pursuant to Section 3.041.7(d), and the Company Certificate Certificates so surrendered shall forthwith be canceledcancelled. Until so surrendered, each outstanding Company Certificate that, prior to the Effective Time, represented shares of Company Common Stock Certificates will be deemed from and after the Effective Time, for all corporate purposes other than purposes, subject to Section 1.7(d) as to the payment of dividends and other distributions, to evidence only the ownership of the number of full shares of Parent PETREX Common Stock into which such shares of Company Common 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 3.04. Notwithstanding any other provision of this Agreement, no interest will be paid or will accrue on any cash payable to holders of Company Certificates pursuant to the provisions of this Article IIIconverted.

Exchange Procedures. The Promptly after the Effective Time, Corixa shall cause the Exchange Agent shall to mail to each holder of record (as of the Effective Time) of a A-6 7 certificate or certificates of Company Common Stock (the "COMPANY CERTIFICATESCertificates"), which immediately prior to the Effective Time represented outstanding shares of Anergen Common Stock whose shares were converted into the right to receive shares of Parent Corixa Common Stock (and pursuant to Section 1.6, cash in lieu of any fractional shares) shares pursuant to Section 3.041.6(f) promptly after the Effective Time (and in any event no later than three business days after the later dividends or other distributions pursuant to occur of the Effective Time and receipt by Parent of a complete list from Company of the names and addresses of its holders of record): 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 Company Certificates shall pass, only upon receipt delivery of the Company Certificates by to the Exchange Agent, Agent and shall be in such form and have contain such other provisions as Parent Corixa may reasonably specify); ) and (ii) instructions for use in effecting the surrender of the Company Certificates in exchange for Parent Certificates (and certificates representing shares of Corixa Common Stock, cash in lieu of any fractional sharesshares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d). Upon surrender of a Company Certificate Certificates for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by ParentCorixa, together with such letter of transmittal, duly completed and validly executed, and such other documents as may be reasonably required by executed in accordance with the Exchange Agentinstructions thereto, the holder holders of such Company Certificate Certificates shall be entitled to receive in exchange therefor a Parent Certificate certificates representing the number of whole shares of Parent Corixa Common Stock that such holder has into which their shares of Anergen Common Stock were converted at the right to receive pursuant to this Article III and Effective Time (less their respective pro rata interests in the Escrow Shares), payment of cash in lieu of fractional shares which such holder has holders have the right to receive pursuant to Section 3.041.6(f) and any dividends or distributions payable pursuant to Section 1.7(d), and the Company Certificate Certificates so surrendered shall forthwith be canceled. Until so surrendered, each outstanding Company Certificate that, prior to the Effective Time, represented shares of Company Common Stock Certificates will be deemed from and after the Effective Time, for all corporate purposes other than purposes, subject to Section 1.7(d) as to the payment of dividends and distributionsdividends, to evidence only the ownership of the number of full shares of Parent Corixa Common Stock into which such shares of Company Anergen Common Stock shall have been so converted (less the holder's respective pro rata interests in the Escrow Shares) and the right to receive an amount in cash in lieu of the issuance of any fractional shares in accordance with Section 3.04. Notwithstanding 1.6(f) and any other provision of this Agreement, no interest will be paid dividends or will accrue on any cash distributions payable to holders of Company Certificates pursuant to the provisions of this Article IIISection 1.7(d).

Exchange Procedures. The Promptly after the Effec- tive Time, FNB and Southwest shall cause the exchange agent se- lected by FNB (the "Exchange Agent shall Agent") to mail to each holder the former shareholders of record of certificates of Company Common Stock ("COMPANY CERTIFICATES"), whose shares were converted into the right to receive shares of Parent Common Stock (and cash in lieu of fractional shares) pursuant to Section 3.04) promptly after the Effective Time (and in any event no later than three business days after the later to occur of the Effective Time and receipt by Parent of a complete list from Company of the names and addresses of its holders of record): (i) a letter of Southwest appropriate transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to the Company Certificates certificates theretofore representing shares of Southwest Common Stock shall pass, only upon receipt proper delivery of the Company Certificates by such certificates to the Exchange Agent). After the Effective Time, each holder of shares of Southwest Common Stock (other than shares to be canceled pursuant to Section 3.3 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 upon surrender thereof promptly receive in exchange therefor the consideration provided in Section 3.1 of this Agreement, together with all undelivered dividends or distributions in respect of such form shares (without interest thereon) pursuant to Section 4.2 of this Agreement. To the extent required by Section 3.4 of this Agreement, each holder of shares of Southwest Common Stock is- sued and have such other provisions as Parent may reasonably specify); and (ii) instructions for use in effecting outstanding at the Effective Time also shall receive, upon surrender of the Company Certificates in exchange for Parent Certificates (and certificate or certificates representing such shares, cash in lieu of any fractional shares). Upon surrender share of a Company Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed, and such other documents as may be reasonably required by the Exchange Agent, the holder of such Company Certificate shall be entitled to receive in exchange therefor a Parent Certificate representing the number of whole shares of Parent FNB Common Stock that such holder has the right to receive pursuant to this Article III and payment of cash in lieu of fractional shares which such holder has may be otherwise entitled (without interest). FNB shall not be obligated to deliver the right consider- ation to receive pursuant to which any former holder of Southwest Common Stock is entitled as a result of the Merger until such holder surrenders such holder's certificate or certificates representing the shares of Southwest Common Stock for exchange as provided in this Section 3.04, and the Company Certificate 4.1. The certificate or certificates of Southwest Common Stock so surrendered shall forthwith be canceledduly endorsed as the Ex- change Agent may require. Until so surrendered, each outstanding Company 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 distributions, to evidence the ownership of the number of full shares of Parent Common Stock into which such shares of Company Common 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 3.04. Notwithstanding any Any other provision of this AgreementAgree- ment notwithstanding, no interest will neither FNB nor the Exchange Agent shall be liable to a holder of Southwest Common Stock for any amounts paid or will accrue on any cash payable property delivered in good faith to holders of Company Certificates a public official pursuant to the provisions of this Article IIIany applicable abandoned property Law.

Exchange Procedures. The Exchange Agent shall mail to each holder of record of certificates of Company Common Capital Stock ("COMPANY CERTIFICATES"), whose shares were converted into the right to receive shares of Parent Common Stock (and Stock, cash in lieu of fractional shares) shares pursuant to Section 3.04) 3.6, and cash to be paid in respect of shares of Company Common Stock pursuant to Section 3.1, promptly after the Effective Time (and in any event no later than three business days (3) Business Days after the later to occur of the Effective Time and receipt by Parent of a complete list from Company of the names and addresses of its holders of record): ) (i) a form letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Company Certificates shall pass, only upon receipt of the Company Certificates by the Exchange Agent, and shall be in such form and have such other provisions as Parent may reasonably specify); and (ii) instructions for use in effecting the surrender of the Company Certificates in exchange for Parent Certificates (and Certificates, cash in lieu of fractional shares), and cash to be paid in respect of shares of Company Common Stock pursuant to Section 3.1. Upon surrender of a Company Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed, and such other documents as may be reasonably required by the Exchange Agent, the holder of such Company Certificate shall be entitled to receive in exchange therefor a Parent Certificate representing the number of whole shares of Parent Common Stock that such holder has the right to receive pursuant to this Article III and III, payment of cash in lieu of fractional shares which such holder has the right to receive pursuant to Section 3.043.6, and cash to be paid in respect of shares of Company Common Stock pursuant to Section 3.1, and the Company Certificate so surrendered shall forthwith be canceled. Until so surrendered, each outstanding Company Certificate that, prior to the Effective Time, represented shares of Company Common Capital Stock will be deemed from and after the Effective Time, for all corporate purposes other than the payment of dividends and distributions, to evidence the ownership of the number of full shares of Parent Common Stock into which such shares of Company Common 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 3.043.6. Notwithstanding any other provision of this Agreement, no interest will be paid or will accrue on any cash payable to holders of Company Certificates pursuant to the provisions of this Article III.

Exchange Procedures. The Exchange Agent As soon as practicable after the Effective Time, the Surviving Corporation shall mail cause to be mailed to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Capital Stock (the "COMPANY CERTIFICATESCertificates"), whose ) and which shares were converted into the right to receive shares of Parent Common Stock (and the right to receive cash in lieu of fractional shares) pursuant to Section 3.04) promptly after the Effective Time (and in any event no later than three business days after the later to occur of the Effective Time and receipt by Parent of a complete list from Company of the names and addresses of its holders of record): 1.6, (i) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Company Certificates shall pass, only upon receipt delivery of the Company Certificates by to the Exchange Agent, Agent and shall be in such form and have such other provisions as Parent may reasonably specify); ) and (ii) instructions for use in effecting the surrender of the Company Certificates in exchange for certificates representing shares of Parent Certificates (Common Stock and the right to receive cash in lieu of fractional shares)as provided herein. Upon surrender of a Company Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed, and such other documents as may be reasonably required by executed in accordance with the Exchange Agentinstructions thereto, the holder of such Company Certificate shall be entitled to receive in exchange therefor a Parent Certificate certificate representing the number of whole shares of Parent Common Stock that (less the amount of the Escrow Shares to be deposited in the Escrow Fund on such holder has the right to receive holder's behalf pursuant to this Article III 7 hereof and, if applicable, the amount of Retention Stock to be deposited in the Retention Escrow Fund on such holder's behalf pursuant to Section 1.13), and payment any respective Fractional Share Cash Amount and such holder's portion of cash in lieu of fractional shares the Aggregate Cash Consideration pursuant to Section 1.6 to which such holder has the right to receive is entitled pursuant to Section 3.041.6 (less the amount of the Retention Cash to be deposited in the Retention Escrow Fund on such holder's behalf pursuant to Section 1.13), and the Company Certificate so surrendered shall forthwith be canceled. Until so surrendered, each outstanding Company Certificate that, prior to the Effective Time, represented shares of Company Common Capital Stock will be deemed from and after the Effective Time, for all corporate purposes purposes, other than the payment of dividends and distributionsdividends, to evidence the ownership of the amount of cash and the number of full shares of Parent Common Stock into which such shares of Company Common 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 3.04. Notwithstanding any other provision of this Agreement, no interest will be paid or will accrue on any cash payable to holders of Company Certificates pursuant to the provisions of this Article IIIconverted.

Exchange Procedures. The Exchange Agent Promptly after the Effective Time, the Surviving Corporation shall mail cause to be mailed to each holder of record of a certificate or certificates of Company Common Stock (the "COMPANY CERTIFICATES")) which immediately prior to the Effective Time represented outstanding shares of Acacia Capital Stock, whose shares were converted into the right to receive shares of Parent Rosetta Common Stock and/or Rosetta Series B Preferred Stock (and cash in lieu of fractional shares) pursuant to Section 3.04) promptly after the Effective Time (and in any event no later than three business days after the later to occur of the Effective Time and receipt by Parent of a complete list from Company of the names and addresses of its holders of record): 1.6, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Company Certificates shall pass, only upon receipt of the Company Certificates by the Exchange Agent, and shall be in such form and have such other provisions as Parent Rosetta may reasonably specify); ) and (ii) instructions for use in effecting the surrender of the Company Certificates in exchange for Parent Certificates certificates representing shares of Rosetta Common Stock and/or Rosetta Series B Preferred Stock (and cash in lieu of fractional shares). Upon surrender of a Company Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parentagents (1) a certificate or certificates representing two hundred twenty-five thousand nine hundred fifteen (225,915) shares of Rosetta Common Stock, together with such letter (2) a certificate or certificates representing one hundred thirty-eight thousand seven hundred thirty-five (138,735) shares of transmittalRosetta Series B Preferred Stock and (3) thirteen thousand eight hundred seventy-four (13,874) Vested Replacement Options, duly completed and validly executed, and such other documents as may be reasonably required by the Exchange Agent, the holder of such Company Certificate which shall be entitled to receive registered in exchange therefor a Parent Certificate representing the number name of whole shares the Escrow Agent as nominee for the holders of Parent Common Stock that such holder has the right to receive Certificates canceled pursuant to this Article III Section 1.7. Such shares shall be beneficially owned by such holders to secure certain of Acacia's obligations and payment of cash shall be held in lieu of fractional shares which escrow as provided in Section 8 below. To the extent not used for such holder has the right to receive pursuant to Section 3.04purposes, and the Company Certificate so surrendered shall forthwith be canceled. Until so surrendered, each outstanding Company 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 distributions, to evidence the ownership of the number of full shares of Parent Common Stock into which such shares of Company Common Stock shall have been so converted and the right to receive an amount be released, all as provided in cash in lieu of the issuance of any fractional shares in accordance with Section 3.04. Notwithstanding any other provision of this Agreement, no interest will be paid or will accrue on any cash payable to holders of Company Certificates pursuant to the provisions of this Article III8 below.

Exchange Procedures. The Promptly following the Effective Time, ------------------- Company shall cause the Exchange Agent shall to mail to each holder of record (as of certificates the Redemption) of Company shares of HDD Common Stock ("COMPANY CERTIFICATES"), whose shares were exchanged for an equal number of shares of Spinco Common Stock in the Redemption, and which shares of Spinco Common Stock were thereafter converted into the right to receive shares of Parent Company Common Stock (and pursuant to Section 2.7(a) hereof, cash -------------- in lieu of any fractional shares) shares pursuant to Section 3.042.7(a)(iv) promptly after the Effective Time (hereof, and in any event no later than three business days after the later ------------------ dividends or other distributions pursuant to occur of the Effective Time and receipt by Parent of a complete list from Company of the names and addresses of its holders of record): Section 2.8(c) hereof, (i) a letter -------------- of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Company Certificates shall pass, only upon receipt delivery of the Company Certificates by to the Exchange Agent, Agent and shall be in such form and have such other provisions as Parent and Company may reasonably specify); and (ii) instructions for use in effecting the surrender of the Company Certificates in exchange for Parent Certificates (and certificates representing shares of Company Common Stock pursuant to Section ------- 2.7(a) hereof, cash in lieu of any fractional sharesshares pursuant to Section ------ ------- 2.7(a)(iv), and any dividends or other distributions pursuant to Section 2.8(c) ---------- -------------- hereof. Upon the surrender of a Company Certificate Certificates for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by ParentCompany, together with such letter of transmittal, duly completed and validly executed, and such other documents as may be reasonably required by executed in accordance with the Exchange Agentinstructions thereto, the holder holders of such Company Certificate Certificates shall be entitled to receive in exchange therefor a Parent Certificate certificates representing the number of whole shares of Parent Company Common Stock that such holder has the right to receive pursuant to this Article III and payment of cash in lieu of fractional shares which such holder has holders have the right to receive pursuant to Section 3.042.7(a)(iv) ------------------ hereof, and any dividends or other distributions payable pursuant to Section ------- 2.8(c) hereof, and the Company Certificate Certificates so surrendered shall forthwith be canceled. ------ Until so surrendered, each outstanding Company Certificate that, prior to the Effective Time, represented shares of Company Common Stock will Certificates shall be deemed from and after the Effective Time, for all corporate purposes other than purposes, subject to the terms of Section ------- 2.8(c) hereof as to the payment of dividends and distributionsdividends, to evidence the ownership of the ------ number of full shares of Parent Company Common Stock into which such shares of Company HDD Common Stock shall have been so converted pursuant to Section 2.7(a) hereof, and -------------- the right to receive an amount in cash in lieu of the issuance of any fractional shares in accordance with Section 3.04. Notwithstanding any other provision of this Agreement, no interest will be paid or will accrue on any cash payable to holders of Company Certificates pursuant to the provisions of this Article III.Section 2.7(a)(iv) hereof, and any dividends or distributions ------------------ payable pursuant to Section 2.8(c) hereof. --------------

Exchange Procedures. The Exchange Agent (a) Appropriate transmittal materials ("LETTER OF TRANSMITTAL") in a form satisfactory to FFBSW and GFSB shall mail be mailed within five (5) business days after the Effective Time to each holder of record of certificates of Company GFSB Common Stock as of the Effective Time who did not previously submit a completed Election Form. A Letter of Transmittal will be deemed properly completed only if accompanied by certificates representing all shares of GFSB Common Stock to be converted thereby. ("COMPANY CERTIFICATES"b) At and after the Effective Time, each Certificate (except as specifically set forth in Section 2.5(d), whose shares were converted into ) shall represent only the right to receive shares of Parent Common Stock the Merger Consideration. (and cash in lieu of fractional sharesc) pursuant Prior to Section 3.04) promptly after the Effective Time (and in any event no later than three business days after the later to occur of the Effective Time and receipt by Parent of a complete list from Company of the names and addresses of its holders of record): Time, FFBSW shall (i) reserve for issuance with its transfer agent and registrar a letter sufficient number of transmittal shares of FFBSW Common Stock to provide for payment of the aggregate Stock Consideration and (which ii) deposit, or cause to be deposited, with the Exchange Agent, for the benefit of the holders of shares of GFSB Common Stock, an amount of cash sufficient to pay the aggregate Cash Consideration. (d) The Letter of Transmittal shall (i) specify that delivery shall be effected, and risk of loss and title to the Company Certificates shall pass, only upon receipt delivery of the Company Certificates by to the Exchange Agent, and shall (ii) be in such a form and have such contain any other provisions as Parent FFBSW may reasonably specify); determine and (iiiii) include instructions for use in effecting the surrender of the Company Certificates in exchange for Parent Certificates (and cash in lieu of fractional shares)the Merger Consideration. Upon the proper surrender of a Company Certificate for cancellation the Certificates to the Exchange Agent or to such other agent or agents as may be appointed by ParentAgent, together with such letter of transmittal, duly a properly completed and validly executed, and such other documents as may be reasonably required by the Exchange Agentduly executed Letter of Transmittal, the holder of such Company Certificate Certificates shall be entitled to receive in exchange therefor a Parent Certificate certificate representing the that number of whole shares of Parent FFBSW Common Stock that such holder has the right to receive pursuant to this Article III Section 2.5, if any, and payment of a check in the amount equal to the cash in lieu of fractional shares which that such holder has the right to receive pursuant to Section 3.042.5, if any, (including any cash in lieu of fractional shares, if any, that such holder has the right to receive pursuant to Section 2.5, and the Company Certificate any dividends or other distributions to which such holder is entitled pursuant to Section 2.5). Certificates so surrendered shall forthwith be canceled. Until so surrenderedAs soon as practicable following receipt of the properly completed Letter of Transmittal and any necessary accompanying documentation, each outstanding Company Certificate thatthe Exchange Agent shall distribute FFBSW Common Stock and cash as provided herein. The Exchange Agent shall not be entitled to vote or exercise any rights of ownership with respect to the shares of FFBSW Common Stock held by it from time to time hereunder, prior except that it shall receive and hold all dividends or other distributions paid or distributed with respect to such shares for the account of the persons entitled thereto. If there is a transfer of ownership of any shares of GFSB Common Stock not registered in the transfer records of GFSB, the Merger Consideration shall be issued to the transferee thereof if the Certificates representing such GFSB Common Stock are presented to the Exchange Agent, accompanied by all documents required, in the reasonable judgment of FFBSW and the Exchange Agent, to evidence and effect such transfer and to evidence that any applicable stock transfer taxes have been paid. (e) No dividends or other distributions declared or made after the Effective Time with respect to FFBSW Common Stock issued pursuant to this Agreement shall be remitted to any person entitled to receive shares of FFBSW Common Stock hereunder until such person surrenders his or her Certificates in accordance with this Section 2.7. Upon the surrender of such person's Certificates, such person shall be entitled to receive any dividends or other distributions, without interest thereon, which subsequent to the Effective Time, represented Time had become payable but not paid with respect to shares of Company FFBSW Common Stock will represented by such person's Certificates. (f) The stock transfer books of GFSB shall be deemed closed immediately upon the Effective Time and from and after the Effective Time there shall be no transfers on the stock transfer records of GFSB of any shares of GFSB Common Stock. If, after the Effective Time, Certificates are presented to FFBSW, they shall be canceled and exchanged for all corporate purposes other than the payment of dividends and distributions, Merger Consideration deliverable in respect thereof pursuant to evidence the ownership of the number of full shares of Parent Common Stock into which such shares of Company Common Stock shall have been so converted and the right to receive an amount in cash in lieu of the issuance of any fractional shares this Agreement in accordance with the procedures set forth in this Section 3.042.7. (g) Any portion of the aggregate amount of cash to be paid pursuant to Section 2.5, any dividends or other distributions to be paid pursuant to this Section 2.7 or any proceeds from any investments thereof that remains unclaimed by the stockholders of GFSB for one year after the Effective Time shall be repaid by the Exchange Agent to FFBSW upon the written request of FFBSW. Notwithstanding After such request is made, any other provision stockholders of GFSB who have not theretofore complied with this Section 2.7 shall look only to FFBSW for the Merger Consideration deliverable in respect of each share of GFSB Common Stock such stockholder holds, as determined pursuant to Section 2.5 of this Agreement, no without any interest will thereon. If outstanding Certificates are not surrendered prior to the date on which such payments would otherwise escheat to or become the property of any governmental unit or agency, the unclaimed items shall, to the extent permitted by any abandoned property, escheat or other applicable laws, become the property of FFBSW (and, to the extent not in its possession, shall be paid over to it), free and clear of all claims or will accrue on interest of any cash payable person previously entitled to holders such claims. Notwithstanding the foregoing, neither the Exchange Agent nor any party to this Agreement (or any affiliate thereof) shall be liable to any former holder of Company Certificates GFSB Common Stock for any amount delivered to a public official pursuant to applicable abandoned property, escheat or similar laws. (h) FFBSW and the provisions Exchange Agent shall be entitled to rely upon GFSB's stock transfer books to establish the identity of this Article IIIthose persons entitled to receive the Merger Consideration, which books shall be conclusive with respect thereto. In the event of a dispute with respect to ownership of stock represented by any Certificate, FFBSW and the Exchange Agent shall be entitled to deposit any Merger Consideration deliverable in respect thereof in escrow with an independent third party and thereafter be relieved with respect to any claims thereto. (i) If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Certificate to be lost, stolen or destroyed and, if required by the Exchange Agent or FFBSW, the posting by such person of a bond in such amount as the Exchange Agent may direct as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate the Merger Consideration deliverable in respect thereof pursuant to Section 2.5.